10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ 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 organization)	(I.R.S. Employer 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  x    No  ¨

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  x    No  ¨

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	¨	Accelerated Filer	x
Non-Accelerated Filer	¨	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

Registrant had outstanding 33,396,880 shares of Common Stock, par value $.01 per share, as of May 10, 2013.

GETTY REALTY CORP.

INDEX

	Page Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	1
Consolidated Statements of Operations for the Three Months ended March 31, 2013 and 2012	2
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2013 and 2012	3
Notes to Consolidated Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38
Item 4. Controls and Procedures	39
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 4. Mine Safety Disclosures	40
Item 5. Other Information	40
Item 6. Exhibits	41
Signatures	42

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,
	2013			2012
ASSETS:
Real Estate:
Land	$	307,753		$	318,814
Buildings and improvements		191,497			208,325
		499,250			527,139
Less — accumulated depreciation and amortization		(98,313	)		(106,931	)
Real estate held for use, net		400,937			420,208
Real estate held for sale, net		31,570			25,340
Real estate, net		432,507			445,548
Net investment in direct financing leases		91,685			91,904
Deferred rent receivable		15,028			12,448
Cash and cash equivalents		18,726			16,876
Notes, mortgages and accounts receivable, (net of allowance of $23,471 at March 31, 2013 and $25,371 at December 31, 2012)		44,173			41,865
Prepaid expenses and other assets		48,836			31,940
Total assets	$	650,955		$	640,581
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Borrowings under credit lines	$	71,900		$	150,290
Term loans		100,000			22,030
Environmental remediation obligations		45,728			46,150
Dividends payable		6,738			4,202
Accounts payable and accrued liabilities		49,928			45,160
Total liabilities		274,294			267,832
Commitments and contingencies (notes 2, 3, 4 and 5)		—			—
Shareholders’ equity:
Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 33,396,790 at March 31, 2013 and 33,396,720 at December 31, 2012		334			334
Paid-in capital		461,726			461,426
Dividends paid in excess of earnings		(85,399	)		(89,011	)
Total shareholders’ equity		376,661			372,749
Total liabilities and shareholders’ equity	$	650,955		$	640,581

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,
	2013			2012
Revenues:
Revenues from rental properties	$	23,009		$	26,908
Interest on notes and mortgages receivable		798			681
Total revenues		23,807			27,589
Operating expenses:
Rental property expenses		7,959			6,195
Impairment charges		472			274
Environmental expenses		1,115			615
General and administrative expenses		3,467			10,766
Depreciation and amortization expense		2,293			2,991
Total operating expenses		15,306			20,841
Operating income		8,501			6,748
Other income, net		35			295
Interest expense		(2,894	)		(1,483	)
Earnings from continuing operations		5,642			5,560
Discontinued operations:
Earnings (loss) from operating activities		(3,724	)		392
Gains on dispositions of real estate		8,432			533
Earnings from discontinued operations		4,708			925
Net earnings	$	10,350		$	6,485
Basic and diluted earnings per common share:
Earnings from continuing operations	$	0.17		$	0.17
Earnings from discontinued operations	$	0.14		$	0.03
Net earnings	$	0.31		$	0.19
Weighted-average shares outstanding:
Basic		33,397			33,394
Stock options		—			—
Diluted		33,397			33,394

The accompanying notes are an integral part of these consolidated financial statements.

2

GETTY REALTY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three months ended March 31,
	2013			2012
Cash flows from operating activities:
Net earnings	$	10,350		$	6,485
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization expense		2,643			3,987
Impairment charges		3,984			363
Gains on dispositions of real estate		(8,432	)		(533	)
Deferred rent receivable, net of allowance		(2,580	)		(507	)
Allowance (credit) for deferred rent and accounts receivable		(1,831	)		10,220
Other		1,847			1,259
Changes in assets and liabilities:
Accounts receivable, net		1,347			(7,397	)
Prepaid expenses and other assets		(102	)		(1,744	)
Environmental remediation obligations		(1,966	)		(927	)
Accounts payable and accrued liabilities		1,339			(2,949	)
Net cash flow provided by operating activities		6,599			8,257
Cash flows from investing activities:
Property acquisitions and capital expenditures		(197	)		(716	)
Proceeds from dispositions of real estate		15,461			624
Increase in cash held for property acquisitions		(12,786	)		(572	)
Issuance of notes, mortgages and other receivables		(1,773	)		—
Collection of notes and mortgages receivable		1,726			633
Other		219			—
Net cash flow provided by (used in) investing activities		2,650			(31	)
Cash flows from financing activities:
Borrowings under credit agreements		71,900			4,000
Repayments under credit agreements		(150,290	)		—
Borrowings under term loan agreement		100,000			—
Repayments under term loan agreement		(22,030	)		(195	)
Payments of cash dividends		(4,202	)		—
Payments of loan origination costs		(2,769	)		(3,642	)
Other		(8	)		—
Net cash flow provided by (used in) financing activities		(7,399	)		163
Net increase in cash and cash equivalents		1,850			8,389
Cash and cash equivalents at beginning of period		16,876			7,698
Cash and cash equivalents at end of period	$	18,726		$	16,087
Supplemental disclosures of cash flow information
Cash paid (refunded) during the period for:
Interest paid	$	1,655		$	1,038
Income taxes paid, net		297			71
Environmental remediation obligations		1,615			415
Non-cash transactions:
Issuance of mortgages related to property dispositions		1,777			—

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. We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires 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. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, receivables, deferred rent receivable, net investment in direct financing leases, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, environmental remediation obligations, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties, and as a result, actual results could differ materially from these estimates.

Subsequent events: We evaluated subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements.

Fair Value Hierarchy: The preparation of financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1”-inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2”-inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3”-inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. We have a receivable of $4,745,000 and $2,972,000 as of March 31, 2013 and December 31, 2012, respectively, that is measured at fair value on a recurring basis using Level 3 inputs. The fair value of the receivable increased

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by $1,773,000 due to additional advances made during the quarter ended March 31, 2013. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amount ultimately received from this receivable may vary significantly from our estimate. We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of March 31, 2013 and December 31, 2012 of $8,138,000 and $4,967,000, respectively, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

The following summarizes as of March 31, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	4,745	$	4,745
Mutual funds	$	3,219	$	—	$	—	$	3,219
Liabilities:
Deferred Compensation	$	3,219	$	—	$	—	$	3,219

The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	2,972	$	2,972
Mutual funds	$	3,013	$	—	$	—	$	3,013
Liabilities:
Deferred Compensation	$	3,013	$	—	$	—	$	3,013

Discontinued Operations: We report as discontinued operations 152 properties which meet the criteria to be accounted for as held for sale in accordance with GAAP as of the end of the current period and certain properties disposed of during the periods presented. Discontinued operations, including gains and losses, impairment charges and the operating results for properties disposed of in 2013 and 2012 and impairment charges and operating results of properties classified as held for sale, are included in a separate component of income on the consolidated statements of operations. The operating results and impairment charges of such properties for the quarter ended 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. The properties currently being marketed for sale have a net carrying value aggregating $31,570,000 and are included in real estate held for sale, net in our consolidated balance sheets.

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The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows:

	Quarters ended March 31,
(in thousands)	2013			2012
Revenues from rental properties	$	669		$	4,319
Impairment charges		(3,512	)		(89	)
Other operating expenses		(881	)		(3,838	)
Earnings (loss) from operating activities		(3,724	)		392
Gains on dispositions of real estate		8,432			533
Earnings from discontinued operations	$	4,708		$	925

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We review and adjust as necessary our depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less estimated disposition costs.

We recorded non-cash impairment charges aggregating $3,984,000 and $363,000 for the quarters ended March 31, 2013 and March 31, 2012, respectively, in continuing operations and in discontinued operations. We record non-cash impairment charges and reduce the carrying amount of properties held for use to fair value where the carrying amount of the property exceeded the projected undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. We record non-cash impairment charges and reduce the carrying amount of properties held for sale to fair value less disposal costs. The non-cash impairment charges recorded during the quarters ended March 31, 2013 and March 31, 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The estimated fair value of real estate is based on the price that would be received to sell the property in an orderly transaction between market participants at the measurement date. The internal valuation techniques that we 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 lease and sales transactions, actual leasing or sale negotiations, 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, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the fair value hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases ranging up to 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as

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to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale.

Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in our 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 our Annual Report on Form 10-K for the year ended December 31, 2012.

Income Taxes: We and our subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, we elected to qualify, and believe we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our shareholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Although tax returns for the years 2009, 2010 and 2011, and tax returns which will be filed for the years ended 2012 and 2013 remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of March 31, 2013 or December 31, 2012.

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.

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	Three months ended March 31,
(in thousands)	2013			2012
Earnings from continuing operations	$	5,642		$	5,560
Less dividend equivalents attributable to restricted stock units outstanding		(59	)		—
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation		5,583			5,560
Discontinued operations		4,708			925
Net earnings attributable to common shareholders used for basic earnings per share calculation	$	10,291		$	6,485
Weighted-average number of common shares outstanding:
Basic		33,397			33,394
Stock options		—			—
Diluted		33,397			33,394
Restricted stock units outstanding at the end of the period		296			219

2. LEASES

Our business model is to lease our properties on a triple-net basis primarily to petroleum distributors and to a lesser extent to individual operators. Our tenants operate our properties directly or sublet our properties to operators who operate their gas stations, convenience stores, automotive repair service facilities or other businesses at our properties. These tenants are responsible for the operations conducted at these properties. Our triple-net tenants are generally responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties. Substantially all of our tenants’ financial results depend on the sale of refined petroleum products and rental income from their subtenants. As a result, our tenants’ financial results are highly 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 gas station, we will seek an alternative tenant or buyer for the property. As of March 31, 2013, approximately 50 of our properties are leased for uses such as quick serve restaurants, automobile sales and other retail purposes, including approximately 20 properties previously subject to the Master Lease with Marketing (both defined below) which are currently held for sale and which have temporary occupancies. Our 1,026 properties are located in 21 states across the United States with concentrations in the Northeast and Mid-Atlantic regions.

Approximately 660 of the properties we own or lease as of March 31, 2013 were previously leased to Getty Petroleum Marketing Inc. (“Marketing”) comprising a unitary premises pursuant to a master lease (the “Master Lease”) and we derived a majority of our revenues from the leasing of these properties under the Master Lease. On December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Marketing rejected the Master Lease pursuant to an Order issued by the Bankruptcy Court effective April 30, 2012. In accordance with GAAP, we recognize in revenue from rental properties in our consolidated statements of operations the full contractual rent and real estate obligations due to us by Marketing during the term of the Master Lease and provide bad debt reserves included in general and administrative expenses and in earnings (loss) from discontinued operations in our consolidated statements of operations for our estimate of uncollectible amounts due from Marketing. We provided net bad debt reserves related to uncollected rent and real estate taxes due from Marketing of $10,016,000 for the quarter ended March 31, 2012. We

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reversed $2,113,000 of previously provided reserves in the quarter ended March 31, 2013 as a result of receiving cash from a partial liquidation of the Marketing Estate (as defined below). We have provided bad debt reserves, net of reversals, aggregating $20,669,000 for outstanding rent and real estate tax obligations due from Marketing as of March 31, 2013, substantially all of which remain unpaid as of the filing of this Quarterly Report on Form 10-Q. (See note 3 for additional information regarding Marketing and the Master Lease.)

As a result of Marketing’s bankruptcy filing and Marketing’s rejection of the Master Lease, we commenced a process to reposition the portfolio of properties that were subject to the Master Lease after the properties became available to us free of Marketing’s tenancy. As a result of that process, as of March 31, 2013, we have entered into long-term triple-net leases with petroleum distributors for ten separate property portfolios comprising 443 properties in the aggregate and month-to-month license agreements with occupants of approximately 155 properties (substantially all of whom were Marketing’s former sub-tenants) allowing such occupants to continue to occupy and use these properties as gas stations, convenience stores, automotive repair service facilities or other businesses. Certain of the month-to-month license agreements require the operators to sell fuel provided by petroleum distributors with whom we have contracted for interim fuel supply and from whom we receive a fee based on gallons sold. We have also entered into additional month-to-month license agreements at approximately 20 properties which have had their underground storage tanks removed and are being used for various retail uses other than as a gas station. These properties are currently marketed for sale. Our month-to-month license agreements differ from our typical triple-net lease agreements in that we are responsible for the payment of certain environmental costs and property operating expenses including real estate taxes. Approximately 40 properties previously subject to the Master Lease are currently vacant, the majority of which have had their underground storage tanks removed and are being marketed for sale.

The long-term triple-net leases with petroleum distributors for the ten separate property portfolios comprising 443 properties in the aggregate are unitary triple-net lease agreements generally with an initial term of 15 years, and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals of up to three years on the anniversary of the commencement date of the leases. The majority of the leases provide for additional rent based on the volume of petroleum products sold. As triple-net lessees, the tenants are required to pay all amounts pertaining to the properties subject to the leases, including taxes, assessments, licenses and permit fees, charges for public utilities and all other governmental charges. In addition, the majority of the leases require the tenants to make capital expenditures at our properties substantially all of which is related to the replacement of underground storage tanks that are the property our tenants. In certain of our new leases, we have committed to co-invest up to $14,080,000 with our tenants for a portion of such capital expenditures, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases. As part of certain triple-net leases whose term commenced through March 31, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. We remain contingently liable for this obligation in the event that our tenants do not satisfy their responsibilities. Accordingly, we removed $11,955,000 of asset retirement obligations and $10,173,000 of net asset retirement costs related to USTs from our balance sheet through March 31, 2013. The net amount of $1,782,000 is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. We incurred $3,472,000 of lease origination costs through March 31, 2013, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases.

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Revenues from rental properties included in continuing operations for the quarters ended March 31, 2013 and 2012 were $23,009,000 and $26,908,000, respectively. Revenues from rental properties included in continuing operations for the quarter ended March 31, 2012 includes $13,717,000, contractually due or received from Marketing under the Master Lease prior to its rejection on April 30, 2012. Revenues from rental properties and rental property expenses included in continuing operations included $3,440,000 and $4,447,000 for the quarters ended March 31, 2013 and 2012, respectively, for real estate taxes paid by us which were reimbursable by tenants. Revenues from rental properties included in continuing operations for the quarter ended March 31, 2013 also include a net loss of $634,000 for amounts realized under interim fuel supply agreements.

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 non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties (the “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in continuing operations increased rental revenue by $2,383,000 and $634,000 for the quarters ended March 31, 2013 and 2012, respectively.

The components of the $91,685,000 net investment in direct financing leases as of March 31, 2013, are minimum lease payments receivable of $201,129,000 plus unguaranteed estimated residual value of $11,991,000 less unearned income of $121,435,000.

On January 13, 2011, we 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. On May 1, 2012, as part of the repositioning of the portfolio of properties previously leased to Marketing, we entered into a triple-net lease for 84 properties with NECG Holdings Corp. (“NECG”), a subsidiary of Chestnut Petroleum Dist. Inc., and an affiliate of CPD NY. We receive a significant portion of our revenues from CPD NY and NECG.

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The selected combined unaudited financial data of CPD NY and NECG, which has been prepared by Chestnut Petroleum Dist. Inc’s management, is provided below.

(in thousands)

Operating Data:

	Three months ended March 31,
	2013			2012
Total revenue	$	119,945		$	106,655
Gross profit		8,840			7,543
Net income (loss)		(162	)		68

Balance Sheet Data:

	March 31, 2013		December 31, 2012
Current assets	$	13,506	$	9,529
Noncurrent assets		25,083		21,326
Current liabilities		9,696		4,800
Noncurrent liabilities		19,456		21,624

3. COMMITMENTS AND CONTINGENCIES

CREDIT RISK

In order to minimize our exposure to credit risk associated with financial instruments, we place our 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.

MARKETING AND THE MASTER LEASE

On December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the Bankruptcy Court. On March 7, 2012, we entered into a stipulation with Marketing and with the Official Committee of Unsecured Creditors in the Bankruptcy proceedings (the “Creditors Committee”), which was approved and made an Order by the Bankruptcy Court on April 2, 2012 (the “Stipulation”). Pursuant to the terms of the Stipulation, in addition to our other pre-petition and post-petition claims, we are entitled to recover an administrative claim capped at $10,500,000 for the partial payment of fixed rent and performance of other obligations due from Marketing under the Master Lease from December 5, 2011 until possession of the properties subject to the Master Lease was returned to us effective April 30, 2012 (the “Administrative Claim”). Our Administrative Claim has priority over the claims of other creditors and certain of our other claims. As of the date of this filing on Form 10-Q, the outstanding unpaid principal amount of our Administrative Claim is $6,360,000.

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The Bankruptcy Court has appointed a liquidating trustee (the “Liquidating Trustee”) to oversee the liquidation of the Marketing estate (the “Marketing Estate”). The Liquidating Trustee continues to oversee the Marketing Estate and pursue claims for the benefit of its creditors, including those related to the recovery of various deposits, including surety bonds, insurance policy claims and claims made to state funded tank reimbursement programs. We received distributions from the Marketing Estate reducing our Administrative Claim by $1,792,000 in the first quarter of 2013 and by $3,140,000 in the aggregate through March 31, 2013. As a result, in the first quarter of 2013, we reversed portions of our bad debt reserve for uncollectible amounts due from Marketing and reduced bad debt expense included in general and administrative expenses on our consolidated statement of income. We cannot provide any assurance that we will ultimately collect any additional claims against or unpaid amounts due from the Marketing Estate pursuant to the Plan of Liquidation, or otherwise.

In December 2011, the Marketing Estate filed a lawsuit against Marketing’s former parent, Lukoil Americas Corporation, and certain of its affiliates (collectively, “Lukoil”), as well as the former directors and officers of Marketing (the “Lukoil Complaint”). The Lukoil Complaint asserts, among other claims, that Marketing’s sale of assets to Lukoil in November 2009 constituted a fraudulent conveyance, and that the assets or their value can be recovered from Lukoil. In addition, the Lukoil Complaint asserts that the former directors and officers violated their fiduciary duties to Marketing in approving and effectuating the challenged sale, and are liable for money damages. The Liquidating Trustee is pursuing these claims for the benefit of the Marketing Estate. It is possible that the Liquidating Trustee will obtain a favorable judgment or there will be a settlement with the defendants, and therefore it is possible that we may ultimately recover a portion of our claims against Marketing, including our Administrative Claim, which has priority over most other creditors’ claims, and our additional pre-petition and post-petition claims.

In October 2012, we entered into an agreement with the Marketing Estate to make loans and otherwise fund up to an aggregate amount of $6,425,000 to fund the prosecution of the Lukoil Complaint and certain Liquidating Trustee expenses incurred in connection with the wind-down of the Marketing Estate (the “Litigation Funding Agreement”). This agreement provides that we are entitled to receive proceeds, if any, from the successful prosecution of the Lukoil Complaint in an amount equal to the sum of (i) all funds advanced for wind-down costs and expert witness and consultant fees plus interest accruing at 15% per annum on such advances made by us; plus (ii) the greater of all funds advanced for legal fees and expenses relating to the prosecution of the Lukoil Complaint plus interest accruing at 15% per annum on such advances made by us, or 24% of the gross proceeds from any settlement or favorable judgment obtained by the Liquidating Trustee due to the Lukoil Complaint. It is possible that we may agree to advance amounts in excess of $6,425,000. We advanced $1,773,000 in the first quarter of 2013 and $3,445,000 in the aggregate through March 31, 2013 to the Marketing Estate pursuant to the Litigation Funding Agreement. The Litigation Funding Agreement also provides that we are entitled to be reimbursed for up to $1,300,000 of our legal fees in connection with the Litigation Funding Agreement. Based on the terms of the agreement, we have recorded a receivable of $4,745,000 as of March 31, 2013, which includes amounts advanced and amounts due for reimbursable legal fees we incurred in connection with the Litigation Funding Agreement. Payments that we receive pursuant to the Litigation Funding Agreement will not reduce our Administrative Claim or our other pre-petition and post-petition claims against Marketing. A portion of the payments we receive pursuant to the Litigation Funding Agreement may be subject to federal income taxes. We cannot provide any assurance that we will be repaid any amounts we advance pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred.

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We have elected to account for the advances, accrued interest and litigation reimbursements due us pursuant to the Litigation Funding Agreement on a fair value basis. We used unobservable inputs based on comparable transactions when determining the fair value of the Litigation Funding Agreement. We concluded that the terms of the Litigation Funding Agreement are within a range of terms representing the market for such arrangements when considering the unique circumstances particular to the counterparties to such funding agreements. These inputs include the potential outcome of the litigation related to the Lukoil Complaint including the probability of the Marketing Estate prevailing in its lawsuit and the potential amount that may be recovered by the Marketing Estate from Lukoil Americas Corporation. We also applied a discount factor commensurate with the risk that the Marketing Estate may not prevail in its lawsuit. We considered that fair value is defined as an amount of consideration that would be exchanged between a willing buyer and seller. Accordingly, we believe that a market participant would likely purchase our rights from us for approximately the amounts currently due us under the terms of the Litigation Funding Agreement.

Under the Master Lease, Marketing was responsible to pay for certain environmental related liabilities and expenses. As a result of Marketing’s bankruptcy filing, we have accrued for the Marketing Environmental Liabilities and commenced funding remediation activities during the second quarter of 2012 related to such accruals. We do not expect to be reimbursed by Marketing for any such remediation activities except as a result of realizing proceeds from the Lukoil Complaint. We expect to continue to incur and fund costs associated with the Marketing bankruptcy proceedings and associated eviction proceedings as well as costs associated with repositioning properties previously leased to Marketing. We incurred $325,000 of lease origination costs in the first quarter of 2013 and $3,472,000 in the aggregate through March 31, 2013, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases. We expect to continue to incur operating expenses such as maintenance, repairs, real estate taxes, insurance and general upkeep related to these properties for vacant properties and properties subject to our month-to-month license agreements. In certain of our new leases, we have also agreed to co-invest as much as $14,080,000 with our tenants to fund capital improvements including replacing underground storage tanks and related equipment or renovating some of the properties previously leased to Marketing.

It is possible that our estimates for the Marketing Environmental Liabilities and other expenses relating to the properties previously leased to Marketing will be higher than the amounts we have accrued and that issues involved in re-letting or repositioning these properties may require significant management attention that would otherwise be devoted to our ongoing business. In addition, we increased our number of tenants significantly and are performing property related functions previously performed by Marketing, both of which have resulted in permanent increases in our annual operating expenses. The incurrence of these various expenses may materially negatively impact our cash flow and ability to pay dividends.

Our estimates, judgments, assumptions and beliefs regarding Marketing and the Master Lease affect the amounts reported in our financial statements and are subject to change. Actual results could differ from these estimates, judgments and assumptions and such differences could be material. If we are not repaid the amounts we advanced pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred; if our actual expenditures for the Marketing Environmental Liabilities are greater than the amounts accrued, if we incur significant costs and operating expenses relating to the properties comprising the Master Lease portfolio; if the repositioning of the properties comprising the Master Lease portfolio leads to a protracted and expensive process for taking control and or re-letting our properties; if re-letting the properties comprising the Master Lease portfolio requires significant management attention that would otherwise be

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devoted to our ongoing business; if the Bankruptcy Court takes actions that are detrimental to our interests; if we are unable to re-let or sell the properties comprising the Master Lease portfolio at all or upon terms that are favorable to us; or if we change our estimates, judgments, assumptions and beliefs; our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends and stock price may continue to be materially adversely affected or adversely affected to a greater extent than we have experienced.

LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of March 31, 2013 and December 31, 2012, we had accrued $3,798,000 and $3,615,000 respectively, for certain of these matters which we believe were appropriate based on information then currently available. We are unable to estimate ranges in excess of the amount accrued with any certainty for these matters. 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 our Newark, New Jersey Terminal and the Lower Passaic River and the MTBE multi-district litigation case, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Matters related to our Newark, New Jersey Terminal and the Lower Passaic River

In September 2003, we received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) notifying us that we are 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 are also named in the Directive) who have collectively agreed to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the Lower Passaic River. We are a party to the AOC and are 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 2015. On June 18, 2012, all members of the CPG except Occidental Chemical Corporation (“Occidental”) entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing. Similar to the RI/FS work, the CPG entered into an interim allocation for the costs of the river mile 10.9 work. The EPA issued a Unilateral Order to Occidental directing Occidental to participate and contribute to the cost of the river mile 10.9 work and discussions regarding Occidental’s participation in the river mile 10.9 work are ongoing. Concurrently, the EPA is preparing a proposed Focused Feasibility Study (“FFS”) that the EPA claims

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will address sediment issues in the lower eight miles of the Lower Passaic River. The RI/FS and 10.9 AOC do 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 us, 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. We believe that ChevronTexaco is contractually obligated to indemnify us, pursuant to an indemnification agreement, for most if not all of the conditions at the property identified by the NJDEP and the EPA. Accordingly, our potential range of loss including our ultimate legal and financial liability, if any, cannot be made with any certainty at this time.

MTBE Litigation

We are defending against one remaining lawsuit of many 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 2010, we agreed to, and subsequently paid, $1,725,000 to settle two plaintiff classes covering 52 pending cases. Presently, we remain 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, 2013 and December 31, 2012, we maintained a litigation reserve representing our best estimate of loss relating to the remaining MTBE case in an amount which we believe was appropriate based on information then currently available. We are unable to estimate ranges in excess of the amount accrued with any certainty 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 us, our defenses to the claims, our rights to indemnification and the aggregate possible amount of damages for which we may be held liable.

4. CREDIT AGREEMENT AND TERM LOAN AGREEMENT

As of December 31, 2012, we were a party to a $175,000,000 amended and restated senior secured revolving credit agreement with a group of commercial banks led by JPMorgan Chase Bank, N.A. and a $25,000,000 amended term loan agreement with TD Bank, both of which were scheduled to mature in March 2013. As of December 31, 2012, borrowings under the credit agreement were $150,290,000 bearing interest at a rate of 3.25% per annum and borrowings under the term loan agreement were $22,030,000 bearing interest at a rate of 3.50% per annum. Loan origination costs incurred in March 2012 of $4,144,000 were amortized over the one year extended term of these debt agreements. On February 25, 2013, the borrowings then outstanding under such credit agreement and term loan agreement were repaid with cash on hand and proceeds of the Credit Agreement and the Prudential Loan Agreement (both defined below).

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On February 25, 2013, we entered into a $175,000,000 senior secured revolving credit agreement (the “Credit Agreement”) with a group of commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”), which is scheduled to mature in August 2015. Subject to the terms of the Credit Agreement, we have the option to extend the term of the Credit Agreement for one additional year to August 2016. The Credit Agreement allocates $25,000,000 of the total Bank Syndicate commitment to a term loan and $150,000,000 to a revolving credit facility. Subject to the terms of the Credit Agreement, we have the option to increase by $50,000,000 the amount of the revolving credit facility to $200,000,000. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 1.50% to 2.00% or a LIBOR rate plus a margin of 2.50% to 3.00% based on our leverage at the end of each quarterly reporting period. The annual commitment fee on the undrawn funds under the Credit Agreement is 0.30% to 0.40% based on our leverage at the end of each quarterly reporting period. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity.

The Credit Agreement provides for security in the form of, among other items, mortgage liens on certain of our properties. The parties to the Credit Agreement and the Prudential Loan Agreement (as defined below) share the security pursuant to the terms of an inter-creditor agreement. The Credit Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Credit Agreement contains customary events of default, including default under the Prudential Loan Agreement, change of control and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Credit Agreement and prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under the Prudential Loan Agreement. We may be prohibited from drawing funds against the revolving credit facility if there is a material adverse effect on our business, assets, prospects or condition.

On February 25, 2013, we entered into a $100,000,000 senior secured long-term loan agreement with the Prudential Insurance Company of America (the “Prudential Loan Agreement”), which matures in February 2021. The Prudential Loan Agreement bears interest at 6.00%. The Prudential Loan Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The parties to the Credit Agreement and the Prudential Loan Agreement share the security described above pursuant to the terms of an inter-creditor agreement. The Prudential Loan Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Prudential Loan Agreement contains customary events of default, including default under the Credit Agreement and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Prudential Loan Agreement and could result in the acceleration of our indebtedness under the Prudential Loan Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under our Credit Agreement.

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We repaid the then outstanding borrowings related to our debt outstanding as of December 31, 2012 partially with cash on hand and proceeds from the Credit Agreement and the Prudential Loan Agreement entered into in February 2013. The aggregate maturity of the Credit Agreement and the Prudential Loan Agreement as of February 25, 2013, is as follows: 2015 — $71,900,000 and 2021 — $100,000,000.

Due to the near-term maturity of our outstanding debt as of December 31, 2012, the carrying value of the borrowings outstanding as of December 31, 2012 approximated fair value. As of March 31, 2013, the carrying value of the borrowings outstanding under the Credit Agreement and the Prudential Loan Agreement approximated fair value. The fair value of the projected average borrowings outstanding under our revolving credit agreements and the borrowings outstanding under our term loan agreements were determined using a discounted cash flow technique that incorporates a market interest yield curve based on market data obtained from sources independent of us that are observable at commonly quoted intervals and are defined by GAAP as Level 2 inputs in the Fair Value Hierarchy with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable Level 3 inputs. We classified our valuations of the borrowings outstanding under the Credit Agreement and the Term Loan Agreement entirely within Level 3 of the Fair Value Hierarchy.

5. ENVIRONMENTAL OBLIGATIONS

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. Environmental costs 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 costs where available. In July 2012, we purchased for $3,062,000 a ten-year pollution legal liability insurance policy covering all of our properties for pre-existing unknown environmental liabilities and new environmental events. The policy has a $50,000,000 aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy is to obtain protection predominantly for significant events. No assurances can be given that we will obtain a net financial benefit from this investment. Historically we did not maintain pollution legal liability insurance to protect from potential future claims related to known and unknown environmental liabilities.

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 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 each 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.

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For our triple-net leases, our tenants are directly responsible to pay for: (i) the retirement and decommissioning or removal of USTs and other equipment, (ii) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (iii) environmental liabilities allocated to them under the terms of our leases and various other agreements. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. Under the Master Lease, Marketing was responsible to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted as well as all environmental liabilities discovered during the term of the Master Lease, including: (i) remediation of environmental contamination Marketing caused 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 Master Lease and various other agreements with us relating to Marketing’s business and the properties it leased from us (collectively the “Marketing Environmental Liabilities”). A liability has not been accrued for obligations that are the responsibility of our tenants (other than the Marketing Environmental Liabilities accrued in the fourth quarter of 2011) based on our tenants’ history of paying such obligations and/or our assessment of their financial ability and intent 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.

As part of certain triple-net leases whose term commenced through March 31, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. Accordingly, through March 31, 2013, we removed $11,955,000 of asset retirement obligations and $10,173,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative net amount of $1,782,000 is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. (See note 2 for additional information.)

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 material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We are 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 counterparty will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

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 accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds.

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 estimated environmental remediation obligations 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

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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.

Environmental remediation obligations are initially measured at fair value based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. As of March 31, 2013 and December 31, 2012, we had accrued $45,728,000 and $46,150,000, respectively, as our best estimate of the fair value of reasonably estimable environmental remediation obligations net of estimated recoveries and obligations to remove USTs. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $627,000 and $774,000 of net accretion expense was recorded for the quarters ended March 31, 2013 and 2012, respectively, which is included in environmental expenses. In addition, during the quarters ended March 31, 2013 and 2012, we recorded credits aggregating $352,000 and $512,000, respectively, to environmental expenses where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves.

During the quarters ended March 31, 2013 and 2012, we increased the carrying value of certain of our properties by $1,840,000 and $1,459,000, respectively, due to increases in estimated remediation costs. The recognition, and subsequent changes in estimates, in environmental liabilities and the increase or decrease in carrying value of the properties are non-cash transactions which do not appear on the face of the consolidated statements of cash flows. Capitalized asset retirement costs are being depreciated over the estimated remaining life of the underground storage tank, a ten year period if the increase in carrying value related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense included in our consolidated statements of operations for the quarters ended March 31, 2013 and 2012 include $778,000 and $1,809,000, respectively, of depreciation related to capitalized asset retirement costs. Capitalized asset retirement costs were $20,981,000 and $23,549,000 as of March 31, 2013 and December 31, 2012, respectively.

We cannot 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 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.

In view of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected in our 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, 2013 is as follows (in thousands, except share amounts):

	COMMON STOCK				PAID-IN		DIVIDENDS PAID IN EXCESS
	SHARES		AMOUNT		CAPITAL		OF EARNINGS			TOTAL
Balance, December 31, 2012		33,396,720	$	334	$	461,426	$	(89,011	)	$	372,749
Net earnings								10,350			10,350
Dividends								(6,738	)		(6,738	)
Stock-based employee compensation expense		70				300					300
Balance, March 31, 2013		33,396,790	$	334	$	461,726	$	(85,399	)	$	376,661

We are authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, of which none were issued as of March 31, 2013 or December 31, 2012.

7. SUBSEQUENT EVENT

On May 9, 2013, we acquired 16 Mobil branded gasoline station and convenience store properties in the metro New York region and 20 Exxon and Shell branded gasoline station and convenience store properties located within the Washington, D.C. “Beltway” for $72.5 million in two sale/leaseback transactions with subsidiaries of Capitol Petroleum Group, LLC (“Capitol”). The two triple-net unitary leases have an initial term of 15 years plus three renewal options with provisions for rent escalations during the initial and renewal terms. As triple-net lessees, our tenants in this acquisition are required to pay all amounts pertaining to the properties subject to the unitary leases, including environmental expenses, taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. The acquisition was financed with $11.5 million of proceeds from 1031 exchanges, $57.5 million of borrowings under our Credit Agreement and cash on hand. As of the date of the filing of this Quarterly Report on Form 10-Q, we are currently completing our valuations of the assets and liabilities acquired to finalize the accounting for this acquisition. This transaction had no impact in our operating results for the quarter ended March 31, 2013 or our financial position as of March 31, 2013.

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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, 2012, and “Part I, Item 1. Financial Statements” which appears 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 stores properties. As of March 31, 2013, we owned 894 properties and leased 132 properties from third parties. 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 90% of our ordinary taxable income to our shareholders each year.

Retail Petroleum Marketing Business

Our business model is to lease our properties on a triple-net basis primarily to petroleum distributors and to a lesser extent to individual operators. Our tenants operate our properties directly or sublet our properties to operators who operate their gas stations, convenience stores, automotive repair service facilities or other businesses at our properties. These tenants are responsible for the operations conducted at these properties. Our triple-net tenants are generally responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties. Substantially all of our tenants’ financial results depend on the sale of refined petroleum products and rental income from their subtenants. As a result, our tenants’ financial results are highly 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 gas station, we will seek an alternative tenant or buyer for the property. As of March 31, 2013, approximately 50 of our properties are leased for uses such as quick serve restaurants, automobile sales and other retail purposes, including approximately 20 properties previously subject to the Master Lease with Marketing which are currently held for sale and which have temporary occupancies. (For additional information regarding our real estate business and our properties, see “Part I, Item 1. Business — Real Estate Business” and “Part I, Item 2. Properties”, which appear in our Annual Report on Form 10-K for the year ended December 31, 2012.)

Repositioning the Marketing Portfolio

Approximately 660 of the properties we own or lease as of March 31, 2013 were previously leased to Getty Petroleum Marketing Inc. (“Marketing”) comprising a unitary premises pursuant to a master lease (the “Master Lease”) and we derived a majority of our revenues from the leasing of these properties under the Master Lease. On December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the U.S.

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Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Marketing rejected the Master Lease pursuant to an Order issued by the Bankruptcy Court effective April 30, 2012. Our efforts to reposition the Master Lease portfolio to date have resulted in the following:

• Long-Term Triple-Net Leases. During 2012, we entered into ten long-term triple-net unitary leases re-letting, in the aggregate, 443 operating properties previously leased to Marketing. While we anticipate that we may ultimately enter into additional triple-net leases on smaller portfolios in 2013, we believe we have now completed all of the significant portfolio leases related to the repositioning of the portfolio of properties previously leased to Marketing.

• Remaining Operating Properties. Approximately 155 properties previously leased to Marketing and operating as gas stations are subject to month-to-month license agreements and may be subject to interim fuel supply arrangements. We receive monthly occupancy payments directly from the licensee-operators while we remain responsible for certain costs associated with the properties. These month-to-month license agreements allow the licensees to occupy and use the properties as gas stations, convenience stores or automotive repair service facilities, and may require the licensee-operators to sell fuel provided by Global Partners, with whom we have contracted for interim fuel supply. Under our agreement with Global, Global is the supplier of fuel to these licensee operators and is required to pay us a fee based in part on gallons sold and we pay to Global a monthly administrative service fee. Our month-to-month license agreements differ from our triple-net lease arrangements in that, among other things, we are responsible for the payment of certain environmental compliance costs and property operating expenses including maintenance and real estate taxes.

We intend to reposition these properties in order to maximize their value to us taking into account each property’s intermediate and long-term investment requirements and potential. In April 2013, we listed approximately 90 of these remaining operating properties for sale. In accordance with GAAP, these properties have met the criteria to be classified as held for sale. We expect that we may sell or lease the remaining properties, either individually or in small portfolios. We also may make investments in certain of these properties in anticipation of leasing them or by contributing to capital expenditures required to be made by our tenants. We cannot predict the timing or the terms of any future sales or leases.

• Property Dispositions. For the year ended December 31, 2012 we sold, for $15.4 million in aggregate, 54 properties previously leased to Marketing which had their underground storage tanks removed by Marketing. As of the date of this Quarterly Report on Form 10-Q, in 2013, we have sold an additional 68 properties for $21.7 million in the aggregate, including one terminal. We continue a process of selling substantially all of the remaining properties with underground storage tanks removed and eight terminals we own; however, the timing of pending transactions may be affected by factors beyond our control and we cannot predict the timing or terms of any future sales or leases. In accordance with GAAP, substantially all of these properties have met the criteria to be classified as held for sale.

We are generating less net revenue from the leasing of properties that were previously subject to the Master Lease than the contractual rent historically due from Marketing under the Master Lease. We expect that following the completion of the repositioning process, we will continue to generate less net revenue from these properties than previously received from Marketing under the Master Lease.

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We will continue to pay operating expenses such as maintenance, repairs, real estate taxes, insurance and general upkeep related to the properties (“Property Expenditures”), until we sell or lease on a triple-net basis properties that are not currently subject to triple-net leases. In addition, we will continue to pay certain environmental related liabilities and expenses which Marketing was responsible to pay for (the “Marketing Environmental Liabilities”). Subject to various site-specific factors, we expect to continue to pay for varying types of Property Expenditures, and capital improvements, including replacing underground storage tanks and related equipment or other renovations (“Capital Improvements”), and Marketing Environmental Liabilities over a period of years relating to the properties previously subject to the Master Lease. In addition, we increased our number of tenants significantly and are performing property related functions previously performed by Marketing, both of which have resulted in permanent increases in our annual operating expenses. Costs involved with re-letting or repositioning properties formerly leased to Marketing and pursuit of our claims in connection with Marketing’s bankruptcy continue to result in transitional increases to our 2013 operating expenses. We incurred significant costs associated with Marketing’s bankruptcy, including legal and litigation expenses, of which $1.4 million and $0.9 million are included in general and administrative expense for the quarters ended March 31, 2013 and 2012, respectively. We expect certain costs, including repositioning costs and legal and litigation costs, to remain elevated in 2013.

We, or our tenants, commenced eviction proceedings in 2012 involving approximately 40 of our properties in various jurisdictions against Marketing’s former subtenants who have not vacated our properties and most of whom have not accepted license agreements with us or have not entered into new agreements with our distributor tenants and therefore occupy our properties without right. We are incurring significant costs, primarily legal expenses, in connection with such proceedings.

Marketing and the Master Lease

As described above, on December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the Bankruptcy Court. On March 7, 2012, we entered into a stipulation with Marketing and with the Official Committee of Unsecured Creditors in the Bankruptcy proceedings (the “Creditors Committee”), which was approved and made an Order by the Bankruptcy Court on April 2, 2012 (the “Stipulation”). Pursuant to the terms of the Stipulation, in addition to our other pre-petition and post-petition claims, we are entitled to recover an administrative claim capped at $10.5 million for the partial payment of fixed rent and performance of other obligations due from Marketing under the Master Lease from December 5, 2011 until possession of the properties subject to the Master Lease was returned to us effective April 30, 2012 (the “Administrative Claim”). Our Administrative Claim has priority over the claims of other creditors and certain of our other claims. As of the date of this filing on Form 10-Q, the outstanding unpaid principal amount of our Administrative Claim is $6.4 million.

The Bankruptcy Court has appointed a liquidating trustee (the “Liquidating Trustee”) to oversee the liquidation of the Marketing estate (the “Marketing Estate”). The Liquidating Trustee continues to oversee the Marketing Estate and pursue claims for the benefit of its creditors, including those related to the recovery of various deposits, including surety bonds, insurance policy claims and claims made to state funded tank reimbursement programs. We received distributions from the Marketing Estate reducing our Administrative Claim of $1.8 million in the first quarter of 2013 and $3.1 million in the aggregate through March 31, 2013. As a result, in the first quarter of 2013, we reversed portions of our bad debt reserve for uncollectible amounts due from Marketing and reduced bad debt expense included in general and administrative expenses on our consolidated statement of income. We cannot provide any assurance that we will ultimately collect any additional claims against or unpaid amounts due from the Marketing Estate pursuant to the Plan of Liquidation, or otherwise.

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In December 2011, the Marketing Estate filed a lawsuit against Marketing’s former parent, Lukoil Americas Corporation, and certain of its affiliates (collectively, “Lukoil”), as well as the former directors and officers of Marketing (the “Lukoil Complaint”). The Lukoil Complaint asserts, among other claims, that Marketing’s sale of assets to Lukoil in November 2009 constituted a fraudulent conveyance, and that the assets or their value can be recovered from Lukoil. In addition, the Lukoil Complaint asserts that the former directors and officers violated their fiduciary duties to Marketing in approving and effectuating the challenged sale, and are liable for money damages. The Liquidating Trustee is pursuing these claims for the benefit of the Marketing Estate. It is possible that the Liquidating Trustee will obtain a favorable judgment or there will be a settlement with the defendants, and therefore it is possible that we may ultimately recover a portion of our claims against Marketing, including our Administrative Claim, which has priority over most other creditors’ claims, and our additional pre-petition and post-petition claims.

In October 2012, we entered into an agreement with the Marketing Estate to make loans and otherwise fund up to an aggregate amount of $6.4 million to fund the prosecution of the Lukoil Complaint and certain Liquidating Trustee expenses incurred in connection with the wind-down of the Marketing Estate (the “Litigation Funding Agreement”). This agreement provides that we are entitled to receive proceeds, if any, from the successful prosecution of the Lukoil Complaint in an amount equal to the sum of (i) all funds advanced for wind-down costs and expert witness and consultant fees plus interest accruing at 15% per annum on such advances made by us; plus (ii) the greater of all funds advanced for legal fees and expenses relating to the prosecution of the Lukoil Complaint plus interest accruing at 15% per annum on such advances made by us, or 24% of the gross proceeds from any settlement or favorable judgment obtained by the Liquidating Trustee due to the Lukoil Complaint. It is possible that we may agree to advance amounts in excess of $6.4 million. We advanced $1.8 million in the first quarter of 2013 and $3.4 million in the aggregate through March 31, 2013 to the Marketing Estate pursuant to the Litigation Funding Agreement. The Litigation Funding Agreement also provides that we are entitled to be reimbursed for up to $1.3 million of our legal fees in connection with the Litigation Funding Agreement. Based on the terms of the agreement, we have recorded a receivable of $4.7 million as of March 31, 2013, which includes amounts advanced and amounts due for reimbursable legal fees we incurred in connection with the Litigation Funding Agreement. Payments that we receive pursuant to the Litigation Funding Agreement will not reduce our Administrative Claim or our other pre-petition and post-petition claims against Marketing. A portion of the payments we receive pursuant to the Litigation Funding Agreement may be subject to federal income taxes. We cannot provide any assurance that we will be repaid any amounts we advance pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred.

Under the Master Lease, Marketing was responsible to pay for certain environmental related liabilities and expenses. As a result of Marketing’s bankruptcy filing, we have accrued for the Marketing Environmental Liabilities and commenced funding remediation activities during the second quarter of 2012 related to such accruals. We do not expect to be reimbursed by Marketing for any such remediation activities except as a result of realizing proceeds from the Lukoil Complaint. We expect to continue to incur and fund costs associated with the Marketing bankruptcy proceedings and associated eviction proceedings as well as costs associated with repositioning properties previously leased to Marketing. We

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incurred $0.3 million of lease origination costs in the first quarter of 2013 and $3.5 million through March 31, 2013, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases. We expect to continue to incur operating expenses such as maintenance, repairs, real estate taxes, insurance and general upkeep related to these properties for vacant properties and properties subject to our month-to-month license agreements. In certain of our new leases, we have also agreed to co-invest as much as $14.1 million with our tenants to fund capital improvements including replacing underground storage tanks and related equipment or renovating some of the properties previously leased to Marketing.

It is possible that our estimates for the Marketing Environmental Liabilities and other expenses relating to the properties previously leased to Marketing will be higher than the amounts we have accrued and that issues involved in re-letting or repositioning these properties may require significant management attention that would otherwise be devoted to our ongoing business. In addition, we increased our number of tenants significantly and are performing property related functions previously performed by Marketing, both of which have resulted in permanent increases in our annual operating expenses. The incurrence of these various expenses may materially negatively impact our cash flow and ability to pay dividends.

Our estimates, judgments, assumptions and beliefs regarding Marketing and the Master Lease affect the amounts reported in our financial statements and are subject to change. Actual results could differ from these estimates, judgments and assumptions and such differences could be material. If we are not repaid the amounts we advance pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred; if our actual expenditures for the Marketing Environmental Liabilities are greater than the amounts accrued, if we incur significant costs and operating expenses relating to the properties comprising the Master Lease portfolio; if the repositioning of the properties comprising the Master Lease portfolio leads to a protracted and expensive process for taking control and or re-letting our properties; if re-letting the properties comprising the Master Lease portfolio requires significant management attention that would otherwise be devoted to our ongoing business; if the Bankruptcy Court takes actions that are detrimental to our interests; if we are unable to re-let or sell the properties comprising the Master Lease portfolio at all or upon terms that are favorable to us; or if we change our estimates, judgments, assumptions and beliefs; our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends and stock price may continue to be materially adversely affected or adversely affected to a greater extent than we have experienced.

Asset Impairment

We perform an impairment analysis for the carrying amount of our properties in accordance with GAAP when indicators of impairment exist. During the three months ended March 31, 2013 and 2012, we reduced the carrying amount to fair value, and recorded in continuing and discontinued operations, non-cash impairment charges aggregating $4.0 million and $0.4 million, respectively, where the carrying amount of the property exceeded the estimated undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. The non-cash impairment charges for the three months ended March 31, 2013 and 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale, and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The evaluation of and estimates of anticipated cash flows used to conduct our impairment analysis is highly subjective and actual results could vary significantly from our estimates.

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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 90% of our ordinary 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. In accordance with the National Association of Real Estate Investment Trusts’ modified guidance for reporting FFO, we have restated reporting of FFO for all periods presented to exclude non-cash impairment charges. 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), non-cash impairment charges, 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 2011, we revised our definition of AFFO to exclude direct expensed costs related to property acquisitions and other unusual or infrequently occurring items.

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 and non-cash impairment charges. 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 property acquisition costs or other unusual or infrequently recurring items. 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 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 terms using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties. Property acquisition costs are expensed, generally in the period when properties are acquired, and are not reflective of normal operations. Other unusual or infrequently occurring items are not reflective of normal operations.

Management pays particular attention to AFFO, a supplemental non-GAAP performance measure that we define as FFO less Revenue Recognition Adjustments, property acquisition costs and other unusual or infrequently occurring items. 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 from operating leases, net of related collection reserves; (ii) the rental revenue earned from acquired in-place leases; (iii) the impact of rent due from direct financing leases; (iv) our operating expenses (exclusive of direct expensed operating property acquisition costs); and (v) other unusual or infrequently occurring items. Neither FFO nor AFFO represent 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.

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A reconciliation of net earnings to FFO and AFFO for the three months ended March 31, 2013 and 2012 is as follows (in thousands, except per share amounts):

	Three months ended March 31,
	2013			2012
Net earnings	$	10,350		$	6,485
Depreciation and amortization of real estate assets		2,643			3,987
Gains from dispositions of real estate		(8,432	)		(533	)
Impairment charges		3,984			363
Funds from operations		8,545			10,302
Revenue recognition adjustments		(2,383	)		(634	)
Adjusted funds from operations	$	6,162		$	9,668
Diluted per share amounts:
Earnings per share	$	0.31		$	0.19
Funds from operations per share	$	0.25		$	0.31
Adjusted funds from operations per share	$	0.18		$	0.29
Diluted weighted-average shares outstanding		33,397			33,394

RESULTS OF OPERATIONS

Three months ended March 31, 2013 compared to the three months ended March 31, 2012

Revenues from rental properties included in continuing operations decreased by $3.9 million to $23.0 million for the three months ended March 31, 2013, as compared to $26.9 million for the three months ended March 31, 2012. For the three months ended March 31, 2012, revenues from rental properties included in continuing operations include approximately $13.7 million in rent contractually due or received from Marketing under the Master Lease (for which bad debt reserves of $7.9 million were provided and are included in general and administrative expenses in our consolidated statement of operations for the relevant period). The decrease in revenues from rental properties for the three months March 31, 2013 was primarily due to the fact that we are generating less net revenue from the leasing of properties that were previously subject to the Master Lease than the contractual rent historically due from Marketing under the Master Lease. Revenues from rental properties were also negatively impacted by a decrease in the real estate taxes we paid and billed to tenants pursuant to their triple-net lease agreements. Revenues from rental properties and rental property expense included $3.4 million for the three months ended March 31, 2013 as compared to $4.4 million for the three months ended March 31, 2012 for real estate taxes paid by us and reimbursable by our tenants pursuant to their triple-net lease agreements. Revenues from rental properties included in continuing operations for the quarter ended March 31, 2013 also include a net loss of $0.6 million for amounts realized under interim supply agreements.

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

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lease term, net amortization of above-market and below-market leases and recognition of rental income under direct financing leases using the effective interest rate method which produces a constant periodic rate of return on the net investments in the leased properties. Rental revenue includes Revenue Recognition Adjustments which increased rental revenue by $2.4 million for the three months ended March 31, 2013 and $0.6 million for the three months ended March 31, 2012.

Interest income from notes and mortgages receivable increased by $0.1 million to $0.8 million for the three months ended March 31, 2013 as compared to $0.7 million the three months ended March 31, 2012 due to a net increase in mortgage receivables outstanding as a result of the issuance of mortgage notes in connection with property dispositions.

Rental property expenses included in continuing operations, which are primarily comprised of rent expense, real estate and other state and local taxes and maintenance expense, were $8.0 million for the three months ended March 31, 2013 as compared to $6.2 million for the three months ended March 31, 2012. The increase in rental property expenses is principally due to maintenance expenses paid by us related to properties which are not leased on a triple-net basis.

Non-cash impairment charges of $0.5 million are included in continuing operations for the three months ended March 31, 2013 as compared to $0.3 million recorded for the three months ended March 31, 2012. Impairment charges are incurred when the carrying value of a property is reduced to fair value. The non-cash impairment charges in continuing operations for the three months ended March 31, 2013 and 2012 were attributable to reductions in estimated undiscounted cash flows expected to be received during the assumed holding period and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value.

Environmental expenses included in continuing operations for the three months ended March 31, 2013 increased by $0.5 million, to $1.1 million, as compared to $0.6 million for the three months ended March 31, 2012. The increase in environmental expenses for the three months ended March 31, 2013 was primarily due to a higher provision for litigation loss reserves and legal fees, which increased by $0.3 million for 2013. 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 included in continuing operations decreased by $7.3 million to $3.5 million for the three months ended March 31, 2013 as compared to $10.8 million recorded for the three months ended March 31, 2012. The decrease in general and administrative expenses was principally due to a $9.2 million decrease in bad debts, partially offset by higher employee related expenses and an aggregate $0.8 million increase in legal and professional fees incurred related to Marketing’s defaults of its obligations under the Master Lease and bankruptcy filing recorded in the three months ended March 31, 2013. We recorded bad debt expense of $10.2 million for the three months ended March 31, 2012 and, as a result of receiving cash from a partial liquidation of the Marketing Estate, reversed $2.1 million of previously provided reserves in the quarter ended March 31, 2013.

Depreciation and amortization expense included in continuing operations was $2.3 million for the three months ended March 31, 2013, as compared to $3.0 million for the three months ended March 31, 2012. The decrease was primarily due to the effect of certain assets becoming fully depreciated, lease terminations and dispositions of real estate.

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As a result, total operating expenses decreased by approximately $5.5 million for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012.

Other income, net, included in income from continuing operations decreased by $0.3 million to $35,000 for the three months ended March 31, 2013, as compared to income of $0.3 million for the three months ended March 31, 2012.

Interest expense was $2.9 million for the three months ended March 31, 2013, as compared to $1.5 million for the three months ended March 31, 2012. The increase was due to an increase in the weighted-average interest rate on borrowings outstanding and loan origination costs incurred in March 2012 amortized over the one year extension of our debt agreements.

As a result of the foregoing, earnings from continuing operations were $5.6 million for the three months ended March 31, 2013, as compared to $5.6 million for the three months ended March 31, 2012 and net earnings increased by $3.9 million to $10.4 million for the three months ended March 31, 2013, as compared to $6.5 million for the three months ended March 31, 2012.

We report as discontinued operations the results of 152 properties accounted for as held for sale as of the end of the current period and certain properties disposed of during the periods presented. The operating results and gains from certain dispositions of real estate sold in 2013 have been classified as discontinued operations. The operating results of such properties for the three months ended March 31, 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. Earnings from discontinued operations increased by $3.8 million to $4.7 million for the three months ended March 31, 2013, as compared to earnings of $0.9 million for the three months ended March 31, 2012. The increase was primarily due to higher gains on dispositions of real estate, which was partially offset by lower rental revenue and higher impairment charges. Gains from dispositions of real estate included in discontinued operations were $8.4 million for the three months ended March 31, 2013 and $0.5 million for the three months ended March 31, 2012. For the three months ended March 31, 2013, there were 54 property dispositions. For the three months ended March 31, 2012, there were two property dispositions. The non-cash impairment charges recorded in discontinued operations during the three months ended March 31, 2013 and 2012 of $3.5 million and $89,000, respectively, were attributable to reductions in the assumed holding period used to test for impairment, reductions in the Company’s estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties above their fair value. Gains on disposition of real estate and impairment charges vary from period to period and accordingly, undue reliance should not be placed on the magnitude or the directions of change in reported gains and impairment charges for one period as compared to prior periods.

For the three months ended March 31, 2013, FFO decreased by $1.8 million to $8.5 million, as compared to $10.3 million for the three months ended March 31, 2012, and AFFO decreased by $3.5 million to $6.2 million, as compared to $9.7 million for the three months ended March 31, 2012. The decrease in FFO for the three months ended March 31, 2013 was primarily due to the changes in net earnings but exclude a $3.6 million increase in impairment charges, a $1.4 million decrease in depreciation and amortization expense and a $7.9 million increase in gains on dispositions of real estate. The decrease in AFFO for the three months ended March 31, 2013 also exclude a $1.8 million increase 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 (which are included in net earnings and FFO but are excluded from AFFO).

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Diluted earnings per share were $0.31 per share for the three months ended March 31, 2013, as compared to $0.19 for the three months ended March 31, 2012. Diluted FFO per share for the three months ended March 31, 2013 was $0.25 per share, as compared to $0.31 per share for the three months ended March 31, 2012. Diluted AFFO per share for the three months ended March 31, 2013 was $0.18 per share, as compared to $0.29 per share for the three months ended March 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are the cash flows from our operations, funds available under our Credit Agreement that matures in August 2015, 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 Credit Agreement (as defined below) 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, 2013 and 2012 were $6.6 million and $8.3 million, respectively. Total borrowings outstanding under the Credit Agreement as of March 31, 2013 were $71.9 million, bearing interest at an average effective rate of 3.25% per annum. Accordingly, we had $103.1 million available under the terms of the Credit Agreement as of March 31, 2013, of which $57.5 million was used to acquire 36 properties on May 9, 2013. Our business operations and liquidity is dependent on our ability to generate cash flow from our properties.

Debt Refinancing

As of December 31, 2012, we were a party to a $175 million amended and restated senior secured revolving credit agreement with a group of commercial banks led by JPMorgan Chase Bank, N.A. and a $25 million amended term loan agreement with TD Bank, both of which were scheduled to mature in March 2013. As of December 31, 2012, borrowings under the credit agreement were $150.3 million bearing interest at a rate of 3.25% per annum and borrowings under the term loan agreement were $22.0 million bearing interest at a rate of 3.50% per annum. On February 25, 2013, the borrowings then outstanding under such credit agreement and term loan agreement were repaid with cash on hand and proceeds of the Credit Agreement and the Prudential Loan Agreement (as defined below).

Credit Agreement

On February 25, 2013, we entered into a $175 million senior secured revolving credit agreement (the “Credit Agreement”) with a group of commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”), which is scheduled to mature in August 2015. Subject to the terms of the Credit Agreement, we have the option to extend the term of the Credit Agreement for one additional year to August 2016. The Credit Agreement allocates $25 million of the total Bank Syndicate commitment to a term loan and $150 million to a revolving credit facility. Subject to the terms of the Credit Agreement, we have the option to increase by $50 million the amount of the revolving credit facility to $200 million. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 1.50% to 2.00% or a LIBOR rate plus a margin of 2.50% to 3.00% based on our leverage at the end of each quarterly reporting period. The annual commitment fee on the undrawn funds under the Credit Agreement is 0.30% to 0.40% based on our leverage at the end of each quarterly reporting period. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity.

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The Credit Agreement provides for security in the form of, among other items, mortgage liens on certain of our properties. The parties to the Credit Agreement and the Prudential Loan Agreement (as defined below) share the security pursuant to the terms of an inter-creditor agreement. The Credit Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Credit Agreement contains customary events of default, including default under the Prudential Loan Agreement, change of control and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Credit Agreement and prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under the Prudential Loan Agreement. We may be prohibited from drawing funds against the revolving credit facility if there is a material adverse effect on our business, assets, prospects or condition.

Prudential Loan Agreement

On February 25, 2013, we entered into a $100 million senior secured long-term loan agreement with the Prudential Insurance Company of America (the “Prudential Loan Agreement”), which matures in February 2021. The parties to the Credit Agreement and the Prudential Loan Agreement share the security described above pursuant to the terms of an inter-creditor agreement. The Prudential Loan Agreement bears interest at 6.00%. The Prudential Loan Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The Prudential Loan Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Prudential Loan Agreement contains customary events of default, including default under the Credit Agreement and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Prudential Loan Agreement and could result in the acceleration of our indebtedness under the Prudential Loan Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under our Credit Agreement.

Property Acquisitions and Capital Expenditures

Since we generally lease our properties on a triple-net basis, we have not historically incurred 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. Our property acquisitions and capital expenditures for the quarters ended March 31, 2013 and 2012 amounted to $0.2 million and $0.7 million, respectively, substantially all of which was for acquisitions. We are evaluating potential capital expenditures for properties that were previously subject to the Master Lease with Marketing and which are not currently subject to long-term leases. We have no current plans to make material improvements to any of our properties other than the properties previously subject to the Master Lease with Marketing. However, our tenants frequently make improvements to the properties leased from us at their expense. In

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certain of our new leases, we have committed to co-invest as much as $14.1 million in capital improvements in our properties. (For additional information regarding capital expenditures related to the properties subject to the Master Lease, see Part I, Item 2. Properties”, which appears in our Annual Report on Form 10-K for the year ended December 31, 2012.) To the extent that our sources of liquidity are not sufficient to fund acquisitions and capital expenditures, we will require other sources of capital, which may or may not be available on favorable terms or at all.

On May 9, 2013, we acquired 16 Mobil branded gasoline station and convenience store properties in the metro New York region and 20 Exxon and Shell branded gasoline station and convenience store properties located within the Washington, D.C. “Beltway” for $72.5 million in two sale/leaseback transactions with subsidiaries of Capitol Petroleum Group, LLC (“Capitol”). The two new triple-net unitary leases have an initial term of 15 years plus three renewal options with provisions for rent escalations during the initial and renewal terms. As triple-net lessees, our tenants in this acquisition are required to pay all amounts pertaining to the properties subject to the unitary leases, including environmental expenses, taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. The acquisition was financed with $11.5 million of proceeds from 1031 exchanges, $57.5 million of borrowings under our Credit Agreement and cash on hand. As of the date of the filing of this Quarterly Report on Form 10-Q, we are currently completing our valuations of the assets and liabilities acquired to finalize the accounting for this acquisition. This transaction had no impact in our operating results for the quarter ended March 31, 2013 or our financial position as of March 31, 2013.

Dividends

We elected to be treated as a REIT under the federal income tax laws with the year beginning January 1, 2001. To qualify for taxation as a REIT, we must, among other requirements such as those related to the composition of our assets and gross income, distribute annually to our stockholders at least 90% of our taxable income, including taxable income that is accrued by us without a corresponding receipt of cash. We cannot provide any assurance that our cash flows will permit us to continue paying cash dividends. The Internal Revenue Service (“IRS”) has allowed the use of a procedure, as a result of which we could satisfy the REIT income distribution requirement by making a distribution on our common stock comprised of (i) shares of our common stock having a value of up to 80% of the total distribution and (ii) cash in the remaining amount of the total distribution, in lieu of paying the distribution entirely in cash. In order to use this procedure, we would need to seek and obtain a private letter ruling of the IRS to the effect that the procedure is applicable to our situation. Without obtaining such a private letter ruling, we cannot provide any assurance that we will be able to satisfy our REIT income distribution requirement by making distributions payable in whole or in part in shares of our common stock. It is also possible that instead of distributing 100% of our taxable income on an annual basis, we may decide to retain a portion of our taxable income and to pay taxes on such amounts as permitted by the IRS. Payment of dividends is subject to market conditions, our financial condition, including but not limited to, our continued compliance with the provisions of the Credit Agreement and the Prudential Loan Agreement and other factors, and therefore is not assured. In particular, our Credit Agreement and Prudential Loan Agreement prohibit the payment of dividends during certain events of default. Cash dividends paid to our shareholders aggregated $4.2 million, or $0.125 per share, for the quarter ended March 31, 2013. There were no cash dividends paid for the quarter ended March 31, 2012. In the first quarter of 2013, the Board of Directors approved an increase in the quarterly cash dividend payable in April 2013 to $0.20 per share. There can be no assurance that we will be able to continue to pay cash dividends at the current rate of $0.20 per share per quarter in cash or a combination of cash and our stock, if at all.

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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, receivables, deferred rent receivable, income under direct financing leases, environmental remediation obligations, real estate, depreciation and amortization, impairment of long-lived assets, litigation, accrued liabilities, environmental remediation obligations, income taxes and allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. 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 of “Part 2, Item 8. Financial Statements - Notes to Consolidated Financial Statements” that appears in our Annual Report on Form 10-K for the year ended December 31, 2012.” 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, allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed and litigation, each of which is discussed in “Part 2, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that appears in our Annual Report on Form 10-K for the year ended December 31, 2012.

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. Environmental costs 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 costs where available. In July 2012, we purchased for $3.1 million a ten-year pollution legal liability insurance policy covering all of our properties for pre-existing unknown environmental liabilities and new

33

environmental events. The policy has a $50.0 million aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy is to obtain protection predominantly for significant events. No assurances can be given that we will obtain a net financial benefit from this investment. Historically we did not maintain pollution legal liability insurance to protect from potential future claims related to known and unknown environmental liabilities.

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 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 each 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.

For our triple-net leases, our tenants are directly responsible to pay for: (i) the retirement and decommissioning or removal of USTs and other equipment, (ii) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (iii) environmental liabilities allocated to them under the terms of our leases and various other agreements. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. Under the Master Lease, Marketing was responsible to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted as well as all environmental liabilities discovered during the term of the Master Lease, including: (i) remediation of environmental contamination Marketing caused 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 Master Lease and various other agreements with us relating to Marketing’s business and the properties it leased from us (collectively the “Marketing Environmental Liabilities”). A liability has not been accrued for obligations that are the responsibility of our tenants (other than the Marketing Environmental Liabilities accrued in the fourth quarter of 2011) based on our tenants’ history of paying such obligations and/or our assessment of their financial ability and intent 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.

As part of certain triple-net leases whose term commenced through March 31, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. Accordingly, we removed $12.0 million of asset retirement obligations and $10.2 million of net asset retirement costs related to USTs from our balance sheet through March 31, 2013. The net amount of $1.8 million is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases.

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 material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We are 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 counterparty will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

34

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 accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds.

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 estimated environmental remediation obligations 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.

Environmental remediation obligations are initially measured at fair value based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. As of March 31, 2013, December 31, 2012 and December 31, 2011, we had accrued $45.7 million, and $46.2 million, and $57.7 million, respectively, as our best estimate of the fair value of reasonably estimable environmental remediation obligations net of estimated recoveries and obligations to remove USTs. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $0.6 million and $0.8 million of net accretion expense was recorded for the three months ended March 31, 2013 and 2012, respectively, which is included in environmental expenses. In addition, during the three months ended March 31, 2013 and 2012, we recorded credits aggregating $0.4 million and $0.5 million, respectively, to environmental expenses included in continuing operations and earnings from discontinued operating activities where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves.

During the three months ended March 31, 2013 and 2012, we increased the carrying value of certain of our properties by $1.8 million and $1.5 million, respectively, due to increases in estimated remediation costs. We simultaneously record impairment charges where the increased carrying value of the property exceeds its estimated fair value. Capitalized asset retirement costs are being depreciated over the estimated remaining life of the underground storage tank, a ten year period if the increase in carrying value related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense included in our consolidated statements of operations for the three months ended March 31, 2013 and 2012 includes $0.8 million and $1.8 million, respectively, of depreciation related to capitalized asset retirement costs. Capitalized asset retirement costs were $21.0 million and $23.5 million as of March 31, 2013 and December 31, 2012, respectively.

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We cannot 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 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.

In view of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected in our 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.

Environmental litigation

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of March 31, 2013 and December 31, 2012, we had accrued $3.8 million and $3.6 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 our Newark, New Jersey Terminal and the Lower Passaic River and the MTBE multi-district litigation case, 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 “Part 1, Item 3. Legal Proceedings” which appears in our Annual Report on Form 10-K for the year ended December 31, 2012 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,” “anticipates,” “predicts” and similar expressions, we intend to identify forward-looking statements.

Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding: Marketing and our efforts, expectations, and ability to reposition the properties that were previously subject to the Master Lease; our expectations that we may receive funds from the liquidation of the Marketing Estate to satisfy our claims against the Marketing Estate; our expectations that we may collect amounts we advance under the Litigation Funding Agreement; our beliefs regarding the amount of revenue we expect to realize from our properties; our

36

expectations regarding incurring costs associated with repositioning of our properties; our expectations regarding incurring costs associated with the Marketing bankruptcy proceeding and the process of taking control of our properties, including, but not limited to, the Property Expenditures and the Capital Improvements; our expectations regarding eviction proceedings initiated to take control of our properties; the impact of the developments related to repositioning of our properties on our business and ability to pay dividends or our stock price; the reasonableness of and assumptions used regarding our accounting estimates, judgments, assumptions and beliefs; our exposure and liability due to and our estimates and assumptions regarding our environmental liabilities and remediation costs including the Marketing Environmental Liabilities and other environmental remediation costs; our belief that our accruals for environmental and litigation matters were appropriate based on the information then available; compliance with federal, state and local provisions enacted or adopted pertaining to environmental matters; the probable outcome of litigation or regulatory actions and their impact on us; our expected recoveries from underground storage tank funds; our expectations regarding our indemnification obligations and others; future acquisitions and financing opportunities and their impact on our financial performance; 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 the financial covenants in our Credit Agreement and Prudential Loan Agreement; and our ability to maintain our federal tax status as a real estate investment trust.

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 in “Marketing and the Master Lease” 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: repositioning our properties that were previously subject to the Master Lease and the adverse impact such repositioning may have on our cash flows and ability to pay dividends; our estimates and assumptions regarding expenses, claims and accruals relating to pre-petition and post-petition claims against Marketing, the process of taking control of our properties, including the likelihood of our success in the eviction proceedings we have commenced, and repositioning such properties; the liquidation of the Marketing Estate and risks associated with prosecuting the Lukoil Complaint, including our obligations under the Litigation Funding Agreement; the performance of our tenants of their lease obligations, renewal of existing leases and re-letting or selling our vacant properties; our ability to obtain favorable terms on any properties that we sell or re-let; the uncertainty of our estimates, judgments and assumptions associated with our accounting policies and methods; our dependence on external sources of capital; our business operations generating sufficient cash for distributions or debt service; potential future acquisitions; our ability to acquire new properties; owning and leasing real estate generally; substantially all of our tenants depending on the same industry for their revenues; property taxes; costs of completing environmental remediation and of compliance with environmental legislation and regulations; potential exposure related to pending lawsuits and claims; owning real estate primarily concentrated in the Northeast and Mid-Atlantic regions of the United States; counterparty risk; expenses not covered by insurance; 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; changes in interest rates and our ability to manage or mitigate this risk effectively; our dividend policy and ability to pay dividends; dilution as a result of future issuances of equity securities; changes in market conditions;

37

Maryland law discouraging a third-party takeover; adverse effect of inflation; the loss of a member or members of our management team; changes in accounting standards that may adversely affect our financial position; 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, ability to pay dividends or stock price. An investment in our stock involves various risks, including those mentioned above and elsewhere in this Quarterly Report on Form 10-Q 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Prior to April 2006, when we entered into a 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. The Swap Agreement expired on June 30, 2011 and we currently do not intend to enter into another swap agreement. We do not have any foreign operations, and are therefore not exposed to foreign currency exchange rates.

We are exposed to interest rate risk, primarily as a result of our $175.0 million senior secured revolving Credit Agreement entered into on February 25, 2013. The Credit Agreement allocates $25.0 million of the total Bank Syndicate commitment to a term loan and $150.0 million to a revolving credit facility. Subject to the terms of the Credit Agreement, we have the option to increase by $50.0 million the amount of the revolving credit facility to $200.0 million. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 1.50% to 2.00% or a LIBOR rate plus a margin of 2.50% to 3.00% based on our leverage at the end of each quarterly reporting period. We use borrowings under the Credit Agreement to finance acquisitions and for general corporate purposes.

We manage our exposure to interest rate risk by minimizing, to the extent feasible, our overall borrowings and monitoring available financing alternatives. We reduced our interest rate risk on February 25, 2013, as compared to December 31, 2012, by repaying floating interest rate debt with the proceeds of the $100.0 million senior secured long-term Prudential Loan Agreement, which matures in February 2021.

38

The Prudential Loan Agreement bears interest at a fixed rate of 6.00%. The Prudential Loan Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. Our interest rate risk may materially change in the future if we seek other sources of debt or equity capital or refinance our outstanding debt.

Based on our average outstanding borrowings under the Credit Agreement projected at approximately $118.0 million for the remainder of 2013, an increase in market interest rates of 0.50% effective April 1, 2013 would decrease our 2013 net income and cash flows by $0.5 million. This amount was determined by calculating the effect of a hypothetical interest rate change on our borrowings floating at market rates, and assumes that the approximately $124.0 million outstanding borrowings under the Credit Agreement (which includes the additional borrowings used to partially fund the acquisition of properties in May 2013) is indicative of our future average floating interest rate borrowings for 2013 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 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

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our 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 our management, including our 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), we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2013.

There have been no changes in our internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to “Part 1, Item 3. Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, 2012, 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, 2012.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

On May 9, 2013, we acquired 16 Mobil branded gasoline station and convenience store properties in the metro New York region and 20 Exxon and Shell branded gasoline station and convenience store properties located within the Washington, D.C. “Beltway” for $72.5 million in two sale/leaseback transactions with subsidiaries of Capitol Petroleum Group, LLC (“Capitol”). The two new triple-net unitary leases have an initial term of 15 years plus three renewal options with provisions for rent escalations during the initial and renewal terms. As triple-net lessees, our tenants in this acquisition are required to pay all amounts pertaining to the properties subject to the unitary leases, including environmental expenses, taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. The acquisition was financed with $11.5 million of proceeds from 1031 exchanges $57.5 million of borrowings under our Credit Agreement and cash on hand. As of the date of the filing of this Quarterly Report on Form 10-Q, we are currently completing our valuations of the assets and liabilities acquired to finalize the accounting for this acquisition. This transaction had no impact in our operating results for the quarter ended March 31, 2013 or our financial position as of March 31, 2013.

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Item 6. Exhibits

Exhibit No.	Description of Exhibit
10.1**	Credit Agreement, dated as of February 25, 2013, among Getty Realty Corp., Lenders named therein and JP Morgan Chase Bank, N.A. as Administrative Agent and Collateral Agent
10.2**	Note Purchase and Guarantee Agreement, dated as of February 25, 2013, among Getty Realty Corp. and the Prudential Insurance Company of America
10.3*	Form of incentive restricted stock unit grant award under the 2004 Getty Realty Corp. Omnibus Incentive Compensation Plan, as amended
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)
101.INS	XBRL Instance Document (b)
101.SCH	XBRL Taxonomy Extension Schema (b)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (b)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (b)
101.LAB	XBRL Taxonomy Extension Label Linkbase (b)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (b)

(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.

(b) Filed herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

* Management contract or compensatory plan or arrangement.

** Confidential treatment has been sought for certain portions of this Exhibit pursuant to Rule 24b-2 under the Exchange Act, which portions are omitted and filed separately with the SEC.

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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 and
	Chief Financial Officer
	May 10, 2013
BY:	/s/ David Driscoll
	(Signature)
	DAVID DRISCOLL
	President and Chief
	Executive Officer
	May 10, 2013

42

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT*

dated as of

February 25, 2013

among

GETTY REALTY CORP.,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED and TD BANK, N.A.

as Joint Bookrunners and Joint Lead Arrangers,

BANK OF AMERICA, N.A.

as Syndication Agent,

and

TD BANK, N.A.

as Documentation Agent

* Confidential treatment requested for portions of this document. Portions for which confidential treatment is requested are denoted by [***]. Material omitted has been separately filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

	Page
ARTICLE I. Definitions		1
Section 1.01 Defined Terms		1
Section 1.02 Classification of Loans and Borrowings		19
Section 1.03 Terms Generally		19
Section 1.04 Accounting Terms; GAAP		19
ARTICLE II. The Credits		19
Section 2.01 Commitments		19
Section 2.02 Loans and Borrowings		21
Section 2.03 Requests for Revolving Borrowings		22
Section 2.04 Collateral		22
Section 2.05 Swingline Loans		24
Section 2.06 Letters of Credit		25
Section 2.07 Funding of Borrowings		29
Section 2.08 Interest Elections		30
Section 2.09 Termination and Reduction of Commitments		31
Section 2.10 Repayment of Loans; Evidence of Debt		31
Section 2.11 Prepayment of Loans		32
Section 2.12 Fees		33
Section 2.13 Interest		34
Section 2.14 Alternate Rate of Interest		35
Section 2.15 Increased Costs		36
Section 2.16 Break Funding Payments		37
Section 2.17 Taxes		37
Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs		38
Section 2.19 Mitigation Obligations; Replacement of Lenders		40
Section 2.20 Defaulting Lenders		40
Section 2.21 Extension of Maturity Date		43
ARTICLE III. Representations and Warranties		44
Section 3.01 Organization; Powers		44
Section 3.02 Authorization; Enforceability		44
Section 3.03 Governmental Approvals; No Conflicts		44
Section 3.04 Financial Condition; No Material Adverse Change		44
Section 3.05 Properties		45
Section 3.06 No Material Litigation		46
Section 3.07 Compliance with Laws and Agreements		46
Section 3.08 Investment and Holding Company Status		46
Section 3.09 Taxes		46
Section 3.10 ERISA		46
Section 3.11 Federal Regulations		46
Section 3.12 Environmental Matters		46
Section 3.13 Insurance		47
Section 3.14 Condition of Properties		47

i

TABLE OF CONTENTS

(continued)

	Page
Section 3.15 REIT Status		48
Section 3.16 Disclosure		48
Section 3.17 Security Interests		48
ARTICLE IV. Conditions		48
Section 4.01 Effective Date		48
Section 4.02 Each Credit Event		50
ARTICLE V. Affirmative Covenants		51
Section 5.01 Financial Statements and Other Information		51
Section 5.02 Notices of Material Events		52
Section 5.03 Existence; Conduct of Business; REIT Status		53
Section 5.04 Payment of Obligations		53
Section 5.05 Maintenance of Properties; Insurance		53
Section 5.06 Books and Records; Inspection Rights		54
Section 5.07 Compliance with Laws		54
Section 5.08 Environmental Laws		54
Section 5.09 Use of Proceeds and Letters of Credit		55
Section 5.10 Maintenance of Accounts		55
Section 5.11 Proceeds from Asset Sales; Deposit Account		55
Section 5.12 Most Favored Nation		56
Section 5.13 Leases		56
Section 5.14 Ground Leases		56
ARTICLE VI. Negative Covenants		57
Section 6.01 Financial Covenants		58
Section 6.02 Indebtedness		59
Section 6.03 Liens		59
Section 6.04 Limitation on Certain Fundamental Changes		60
Section 6.05 Limitation on Restricted Payments		60
Section 6.06 Limitation on Investments, Loans and Advances		60
Section 6.07 Limitation on Transactions with Affiliates		61
Section 6.08 Limitation on Changes in Fiscal Year		61
Section 6.09 Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges		61
Section 6.10 Swap Agreements		61
Section 6.11 [Reserved]		61
Section 6.12 Restricted Property Leases		62
Section 6.13 Existing Indebtedness		62
ARTICLE VII. Events of Default		62

ii

TABLE OF CONTENTS

(continued)

	Page
ARTICLE VIII. The Administrative Agent		66
Section 8.01 Appointment and Authorization; General Matters		66
Section 8.02 Collateral Matters; Protective Advances		67
Section 8.03 Post-Foreclosure Plans		68
ARTICLE IX. Miscellaneous		69
Section 9.01 Notices		69
Section 9.02 Waivers; Amendments		70
Section 9.03 Expenses; Indemnity; Damage Waiver		71
Section 9.04 Successors and Assigns		72
Section 9.05 Survival		75
Section 9.06 Counterparts; Integration; Effectiveness		75
Section 9.07 Severability		75
Section 9.08 Right of Setoff		76
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process		76
Section 9.10 WAIVER OF JURY TRIAL		76
Section 9.11 Headings		77
Section 9.12 Confidentiality		77
Section 9.13 USA PATRIOT Act		78
Section 9.14 Modifications to Certain Mortgages

SCHEDULES:

Schedule 1.01 – Description of Lukoil Dispute

Schedule 2.01 – Commitments

Schedule 2.06 – Existing Letters of Credit

Schedule 3.01 – Ownership Chart

Schedule 3.05(c)(1) – Mortgaged Properties

Schedule 3.05(c)(2) – Additional Leased Properties

Schedule 3.05(d)(1) – Mortgaged Property Leases

Schedule 3.05(d)(2) – Additional Leases

Schedule 3.05(d)(3) – Rent Roll

Schedule 3.05(e) – Ground Leases

Schedule 3.06 – Disclosed Matters

Schedule 7.01 – Environmental Remediation and Compliance Matters

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Opinion of Borrower’s Counsel

Exhibit C – Form of Subsidiary Guarantee

Exhibit D-1 – Form of Revolving Note

Exhibit D-2 – Form of Swingline Note

Exhibit D-3 – Form of Term Note Exhibit E — Form of Borrowing Request/Interest Election Request

Exhibit F – Form of Local Counsel Opinion

Exhibit G – Form of Joinder Agreement

Exhibit H – Form of Environmental Indemnity Agreement

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TABLE OF CONTENTS

(continued)

Exhibit I – Form of Equity Pledge

Exhibit J – Form of Deposit Account Control Agreement

Exhibit K – Form of General Assignment

Exhibit L – [Reserved]

Exhibit M – Form of Qualified Exchange Trust Agreement

Exhibit N – Form of Parent Guaranty

Exhibit O – Form of Lender Joinder

Exhibit P– Form of Notice of Additional Leases

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CREDIT AGREEMENT dated as of February 25, 2013, among GETTY REALTY CORP., a Maryland corporation (the “Borrower”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent pursuant to the Intercreditor Agreement (defined below), J.P. MORGAN SECURITIES LLC, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners and Joint Lead Arrangers, TD BANK, N.A., as Joint Bookrunner, Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA, N.A., as Syndication Agent.

WHEREAS, Borrower has requested the Lenders, and the Lenders have agreed to, provide, a credit facility upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:

ARTICLE I.

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Loans” means Loans at the rate of interest applicable to which is based upon the ABR.

“Additional Interest” means any and all amounts which may become due and payable by Borrower or its Subsidiaries in accordance with the terms and provisions of any Swap Agreement provided by any Lender or its Affiliates which is secured by the Mortgages, which amounts shall be evidenced by and payable pursuant to the Notes.

“Additional Leased Properties” means those properties which are subject to the Additional Leases, including as of the date hereof those properties identified on Schedule 3.05(c)(2) attached hereto.

“Additional Leases” means those leases identified on Schedule 3.05(d)(2) attached hereto, as such Schedule may be modified to add or remove leases after the date hereof in accordance with the terms of Section 6.12 hereof.

“Additional Available Loans” has the meaning assigned to such term in Section 2.01(c).

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

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“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Debt” means (x) the aggregate amount of indebtedness outstanding under the Loan Documents and the Prudential Note Documents, plus (y) all other Indebtedness incurred by Borrower and its Subsidiaries, including, without limitation, Capital Lease Obligations.

“Aggregate Letters of Credit Outstandings” means, at a particular time, the sum of (a) the aggregate maximum stated amount at such time which is available or available in the future to be drawn under all outstanding Letters of Credit and (b) the aggregate amount of all payments made by the Lender under any Letter of Credit that has not been reimbursed by the Borrower at such time.

“Aggregate Outstandings” means, at a particular time, the sum of (a) the Aggregate Letters of Credit Outstandings at such time, and (b) the aggregate outstanding principal amount of all Loans at such time.

“Agreement” means this Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹/₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Applicable Margin” means, for any day, (a) with respect to any ABR Loan, (x) if the Debt to EBITDA Ratio is equal to or greater than 4:1, 2.00% per annum or (y) if the Debt to EBITDA Ratio is less than 4:1, 1.5% per annum or (b) with respect to any Eurodollar Loan, (i) if the Debt to EBITDA Ratio is equal to or greater than 4:1, 3.00% per annum or (ii) if the Debt to EBITDA Ratio is less than 4:1, 2.5% per annum. The Applicable Margin shall be adjusted by Administrative Agent on a quarterly basis based upon the financial statements required to be delivered by Borrower pursuant to Sections 5.01(a) and (b) hereof five (5) Business Days after receipt by Administrative Agent of each such financial statement; provided, however, if any such financial statement has not been delivered by Borrower within the time provided in Sections 5.01(a) or (b), as applicable, then the higher rate set forth above shall apply until the fifth (5th) Business Day after such financial statements are actually received by Administrative Agent. The parties acknowledge and agree that, as of the date hereof, the Applicable Margin shall be 3.00% per annum until such time as the Applicable Margin is adjusted pursuant to this definition based on Borrower’s financial statements for the quarter ending December 31, 2012.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

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“Appraisal” means, with respect to any Property or Mortgaged Property Lease, a “Member of the Appraisal Institute” appraisal commissioned by and addressed to the Administrative Agent (reasonably acceptable to the Administrative Agent as to form, substance and appraisal date), prepared by a professional appraiser reasonably acceptable to the Administrative Agent, having at least the minimum qualifications required under applicable law governing the Administrative Agent and the Lenders, including without limitation, FIRREA.

“Appraised Value” means, with respect to any Mortgaged Property Lease (other than the White Oak Lease), the “as is” market value of such Mortgaged Property Lease as reflected in the most recent Appraisal of such Mortgaged Property Lease as the same may have been reasonably adjusted downward by the Administrative Agent based upon its internal review of such Appraisal which is based on criteria and factors then generally used and considered by the Administrative Agent in determining the value of similar real estate properties or leases, which review shall be conducted prior to acceptance of such Appraisal by the Administrative Agent, and further adjusted to account for (a) any Environmental Liability or Remediation costs or expenses reasonably expected to be associated with any Property subject to such Mortgaged Property Lease based upon the Environmental Reports, and (b) any anticipated Tank replacement costs and/or financing or Liens affecting any Tanks, in each case, to the extent not already accounted for in the Appraised Value.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and, so long as no Default or Event of Default shall have occurred and is then continuing, the Borrower.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Getty Realty Corp., a Maryland corporation.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) the Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Cap Rate” means nine percent (9%).

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“CapEx Reserve” means a capital expenditure reserve equal to $10,000 for each Property that is subject to both (a) a License Agreement and (b) an Interim Supply Agreement.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateralization” shall have the meaning set forth in Section 2.06(j). “Cash Collateralize” and “Cash Collateral” shall have meanings correlative to the foregoing and, in the case of Cash Collateral, shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means short-term investments in liquid accounts, such as money-market funds, bankers acceptances, certificates of deposit and commercial paper.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower or by a majority of any nominating committee appointed by such board of directors for the purpose of nominating directors for election to such board nor (ii) appointed by directors so nominated nor (iii) directors on February 25, 2013.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall have the meaning set forth in Section 2.04.

“Collateral Agent” shall mean JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent under the Intercreditor Agreement.

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“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and Term Loans and to acquire participations in Letters of Credit or Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure and Term Loan Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or (c) increased pursuant to Section 2.01(c). The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $175,000,000.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Debt to EBITDA Ratio” means, as of any date of determination, the ratio of Aggregate Debt to EBITDA, as of the end of the most recently ended fiscal quarter.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.20(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including with respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law applicable to such Lender, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the

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jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be made by the Administrative Agent acting reasonably and in good faith, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(d)) upon delivery of written notice of such determination to the Borrower, the Issuing Bank and each Lender.

“Deposit Account” means any deposit account subject to a Deposit Account Control Agreement.

“Deposit Account Control Agreement” means a Blocked Account Control Agreement, among Borrower, Administrative Agent and JPMorgan Chase Bank, N.A. (or another Lender), as deposit bank, substantially in the form of Exhibit J attached hereto.

“EBITDA” means (x) the consolidated net income of Borrower for the most recently ended fiscal quarter, after deduction for environmental expenses (without duplication) and adjusted for straight-line rents and net amortization of above-market and below-market leases, and deferred financing leases, plus income taxes, interest expense, depreciation, amortization and calculated exclusive of (i) gains or losses on sales of operating real estate and marketable securities incurred during such fiscal quarter, (ii) other extraordinary items incurred during such fiscal quarter, (iii) one-time cash charges incurred during such fiscal quarter with respect to (x) the original closing of the Loans and under the Prudential Note Documents during the fiscal quarter that includes the Effective Date or (y) continued compliance by Borrower with the terms and conditions of the Loan Documents and Prudential Note Documents, including, without limitation, legal fees, (iv) non-cash impairments taken in accordance with GAAP during such fiscal quarter, all determined in accordance with GAAP and (v) any rent or other revenue that has been earned by Borrower or its Subsidiaries during such fiscal quarter but not yet actually paid to the Borrower or its Subsidiaries, unless otherwise set off from net income, multiplied by (y) four (4). EBITDA will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Borrower or its Subsidiaries during the most recently ended fiscal quarter, as well as any long-term leases signed during such fiscal quarter, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“EBITDAR” means for any Person, the sum of (x) EBITDA plus (y) (i) rent expenses exclusive of non-cash rental expense adjustments for the most recently ended fiscal quarter, (ii) multiplied by four (4).

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Indemnity” means that certain Environmental Indemnity Agreement, dated as of the date hereof, made by Borrower and the Guarantors in favor of Collateral Agent, substantially in the form of Exhibit H attached hereto.

“Environmental Laws” has the meaning set forth in the Environmental Indemnity.

“Environmental Liability” has the meaning set forth in the Environmental Indemnity.

“Environmental Reports” has the meaning set forth in the Environmental Indemnity.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

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“Equity Pledge” means that certain Pledge and Security Agreement, dated as of the date hereof, made by Borrower and each of the Guarantors in favor of Collateral Agent, substantially in the form of Exhibit I attached hereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Eurodollar Loans” means Loans, the rate of interest applicable to which is based upon the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or by another jurisdiction as a result of a present or former connection between the Administrative Agent or any Lender and such other jurisdiction, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable

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to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Fixed Charge Coverage” means, as of the date of determination, the ratio of (a) EBITDAR (less any cash environmental remediation payments during the preceding twelve (12) months (net of any amounts received from any available State environmental funds and net of any non-cash environmental accretion expense) and the required CapEx Reserves) as of the end of the most recently ended fiscal quarter, to (b) the sum of all interest incurred (accrued, paid or capitalized and determined based upon the actual interest rate) plus regularly scheduled principal payments paid with respect to Indebtedness (excluding optional prepayments and balloon principal payments due on maturity in respect of any Indebtedness), plus rent expenses (exclusive of non-cash rental expense adjustments), dividends on preferred stock or minority interest distributions, with respect to this clause (b), all calculated with respect to the most recently ended fiscal quarter and multiplied by four (4), and, with respect to both clauses (a) and (b), all determined on a consolidated basis in accordance with GAAP.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America.

“General Assignment” means that certain General Assignment and Security Agreement, dated as of the date hereof, among Borrower, each of the Guarantors and Administrative Agent, substantially in the form of Exhibit K attached hereto.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Ground Leases” means those certain leases more particularly described on Schedule 3.05(e).

“Guarantor” at any particular time, each Subsidiary that is a party to the Subsidiary Guarantee at such time.

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“Hazardous Substances” has the meaning set forth in the Environmental Indemnity.

“Increased Commitment Date” has the meaning assigned to such term in Section 2.01(c).

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to unfunded deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) net obligations arising under Swap Agreements (to the extent required to be reflected on the balance sheet of such Person in accordance with GAAP), exclusive, however, of all accounts payable, accrued interest and expenses, prepaid rents, security deposits and dividends and distributions declared but not yet paid. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness shall not include any Intracompany Indebtedness.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Intercreditor Agreement” means that certain Intercreditor and Collateral Agency Agreement, dated as of the date hereof, among Administrative Agent, the Lenders, Borrower, the Guarantors and the Noteholders party thereto.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months or two-weeks (unless any Lender has previously advised the Administrative Agent and the Borrower in writing that it is unable to enter into Eurodollar rate contracts with an interest period of two-weeks) thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for

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which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) any Interest Period that would otherwise end after the Maturity Date, shall end on the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interim Supply Agreement” means that certain Transitional Supply and Support Services Agreement dated as of April 26, 2012, among Borrower and Global Montello Group Corp., and all amendments, modifications and supplements thereto.

“Intracompany Indebtedness” means any indebtedness whose obligor and obligee are Borrower and/or any Subsidiary of Borrower.

“Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Joinder” means a joinder agreement executed by a Subsidiary and accepted by the Administrative Agent, in the form of Exhibit G attached hereto.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Revolving Loan Applicable Percentage of the total LC Exposure at such time.

“Lease” means any lease, sublease and/or occupancy agreements under which Borrower or any Subsidiary of Borrower is the landlord (or sub-landlord) or lessor (or sub-lessor) affecting any Property or any part thereof now or hereafter executed and all amendments, modifications or supplements thereto.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

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“License Agreements” means any license agreements under which Borrower or any Subsidiary of Borrower is the licensor (or sub-licensor) affecting any Property or any part thereof now or hereafter executed and all amendments, modifications or supplements thereto.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset other than Permitted Encumbrances, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means, collectively, this Agreement, the Notes, the Subsidiary Guarantee, the Parent Guaranty, the Mortgages, the Equity Pledge, the Environmental Indemnity, the General Assignment, the Deposit Account Control Agreements and each other agreement executed in connection with the transactions contemplated hereby or thereby, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Loan Parties” means, collectively, the Borrower and the Guarantors; “Loan Party” means the Borrower or any Guarantor.

“Loan-to-Value Ratio” means, as of any date of determination, the ratio expressed as a percentage of (a) the sum of the (x) aggregate Total Credit Exposure of all Lenders and, to the extent required to be reflected on the balance sheet of such Person in accordance with GAAP, any obligations with respect to any Swap Agreements entered into in connection therewith (marked-to-market as of the last day of the most recently ended fiscal quarter), (y) then outstanding principal amount due under the Prudential Note Documents and, to the extent required to be reflected on the balance sheet of such Person in accordance with GAAP, any obligations with respect to any Swap Agreements entered into in connection therewith (marked-to-market as of the last day of the most recently ended fiscal quarter), and (z) net environmental liability outstanding as of the last day of the most recently ended fiscal quarter as shown on the financial statements of the Borrower for such fiscal quarter to (b) the sum of (i) the aggregate Appraised Value of the Mortgaged Property Leases (other than the White Oak Lease), and (ii) the Net Operating Income of the Additional Leases and the White Oak Lease divided by the Cap Rate; provided, however, the value attributable to the White Oak Lease under clause (ii) (that is, the Net Operating Income with respect to the White Oak Lease divided by the Cap Rate) shall be adjusted to account for (a) any Environmental Liability or Remediation costs or expenses reasonably expected to be associated with any Property subject to the White Oak Lease based upon the Environmental Reports, and (b) any anticipated Tank replacement costs and/or financing or Liens affecting any Tanks associated with any Property subject to the White Oak Lease.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Lukoil Dispute” means the dispute described on Schedule 1.01 attached hereto.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole or (b) the rights of or benefits available to the Lenders under this Agreement.

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“Material Environmental Issue” means events or circumstances with respect to any Restricted Property which, based upon Environmental Reports or other information available to Administrative Agent and the Lenders, could reasonably be expected to result in Environmental Liability or Remediation costs in excess of (A) if with respect to a Mortgaged Property, the lesser of (x) $250,000 and (y) 50% of the then Appraised Value of such Restricted Property or (B) if with respect to an Additional Leased Property, $250,000.

“Maturity Date” means August 25, 2015, as the same may be extended pursuant to Section 2.21 hereof.

“Mortgaged Properties” means those properties identified on Schedule 3.05(c)(1) attached hereto.

“Mortgaged Property Leases” means those Leases identified on Schedule 3.05(d)(1) attached hereto.

“Mortgages” means, collectively, each of the mortgages and/or deeds of trust executed by Borrower or the Guarantors on the date hereof with respect to the Mortgaged Properties.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document or any Prudential Note Documents) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

“Net Operating Income” means the net operating income for the most recently ended fiscal quarter derived by Borrower and its Subsidiaries from the Additional Leases, calculated in the same manner as the calculations of Net Operating Income previously provided to Administrative Agent or such other manner as may be reasonably approved by Administrative Agent, multiplied by four (4). Net Operating Income will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Borrower or its Subsidiaries since the first day of the most recently ended fiscal quarter to the date of determination, as well as any long-term leases signed during such period, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Material Guarantor” means any Guarantor which (i) does not own all or any portion of any Restricted Property and (ii) has less than $1,000,000 in assets, as reflected on the most recent financial statements delivered pursuant to Section 5.01(a) or (b) hereof.

“Noteholders” means the Noteholders under the Prudential Note Documents.

“Notes” means the Revolving Notes, the Term Notes and the Swingline Note.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

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“Parent Guaranty” means that certain Guaranty, dated as of the date hereof, made by Borrower in favor of Administrative Agent, substantially in the form of Exhibit N attached hereto.

“Participant” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or to secure liabilities to other insurance carrier;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, purchase contracts, construction contracts, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) other than with respect to Restricted Properties, judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) Liens for purchase money obligations for equipment (or Liens to secure Indebtedness incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing for the same or lesser amount); provided that (i) the Indebtedness secured by any such Lien does not exceed the purchase price of such equipment, (ii) any such Lien encumbers only the asset so purchased and the proceeds upon sale, disposition, loss or destruction thereof, (iii) such Lien after giving effect to Indebtedness secured thereby, does not give rise to an Event of Default and (iv) with respect to the Restricted Properties, such Liens have been created by a Restricted Property Tenant or sublessee of such Restricted Property Tenant in accordance with the terms of the applicable Lease or sublease;

(h) (x) Liens and judgments which have been or will be bonded (and the Lien on any cash or securities serving as security for such bond) or released of record within thirty (30) days after the date such Lien or judgment is entered or filed against Borrower or any Subsidiary, or (y) Liens which are being contested in good faith by appropriate proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and as to which the subject asset is not at risk of forfeiture;

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(i) Liens granted to Collateral Agent as security for the repayment of amounts due under the Loan Documents and the Prudential Note Documents;

(j) Leases that are not capital leases; and

(k) Liens or other encumbrances of Tenants of Borrower provided same are in compliance with the terms of all Leases with respect thereto or, if not in compliance, Borrower is enforcing its rights thereunder and diligently pursuing the release of such Liens in a commercially reasonable manner.

“Permitted Investments” means:

(a) owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution terminals, and other retail real property and other related business activities, including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary), for the purpose of owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution terminals, and other retail real property, and other related business activities; and

(b) providing purchase money mortgages or other financing to Persons in connection with the sale of a Property.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Prior Credit Agreement” has the meaning set forth in the definition of “Prior Facility.”

“Prior Facility” The credit facility evidenced by that certain Amended and Restated Credit Agreement, dated as of March 7, 2012 (as amended, the “Prior Credit Agreement”), among the lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.

“Prior Lenders” has the meaning set forth in the definition of “Prior Facility.”

“Property” means the real property owned by the Borrower and/or any of its Subsidiaries, or in which the Borrower or any of its Subsidiaries has a leasehold interest.

“Property Sale” has the meaning assigned to such term in Section 2.04(b).

“Protective Advance” means all sums expended as determined by the Administrative Agent to be necessary or appropriate after the Borrower fails to do so when required: (a) to protect the validity, enforceability, perfection or priority of the Liens in any of the Restricted Properties and the Mortgages and other Loan Documents; (b) during the continuance of an Event of Default, to prevent the value of any

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Restricted Property from being materially diminished; or (c) during the continuance of a Default, to protect any of the Restricted Properties from being materially damaged, impaired, mismanaged or taken, including, without limitation, any amounts expended in connection therewith in accordance with Section 8.02(e).

“Prudential Note Documents” means, collectively, the Note Purchase Agreement and all other Note Documents, as such terms are defined in the Intercreditor Agreement.

“Qualified Institution” means one or more banks, finance companies, insurance or other financial institutions which (A) has (or, in the case of a bank or other financial institution which is a subsidiary, such bank’s or financial institution’s parent has) a rating of its senior unsecured debt obligations of not less than Baa1 by Moody’s or a comparable rating by a rating agency acceptable to Administrative Agent or (B) has total assets in excess of One Billion Dollars ($1,000,000,000).

“Qualified Real Estate Assets” means any gasoline station, convenience store, or petroleum distribution terminal related thereto, or other retail real property that is (a) wholly-owned by Borrower or one of its Subsidiaries; (b) is not subject to any liens other than Permitted Encumbrances or to any agreement that prohibits the creation of any lien thereon as security for indebtedness of the Borrower and the Guarantors, (c) is not subject to any agreement, including the organizational documents of the owner of the asset, which limits, in any way, the ability of the Borrower or such Guarantor to create any lien thereon as security for indebtedness, (d) is free from material structural defects and material title defects and (e) except for as set forth on Schedule 7.01, is free from any material environmental condition that impairs, in any material respect, the operation and use of such premises for its intended purpose.

“Register” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Released Parties” shall have the meaning set forth in Section 9.15.

“Releasing Parties” shall have the meaning set forth in Section 9.15.

“Remediation” has the meaning set forth in the Environmental Indemnity.

“Rent Roll” shall mean the rent roll attached hereto as Schedule 3.05(d)(3) with respect to each Restricted Property Lease.

“Required Lenders” means, at any time, at least two (2) Lenders having, in the aggregate, Revolving Credit Exposures, Term Loan Exposures and Unused Commitments representing at least 51% of the sum of the aggregate Total Credit Exposures and Unused Commitments of all Lenders at such time; provided that in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and the Lenders’ Applicable Percentages shall be redetermined, for voting purposes only, to exclude the Applicable Percentages of such Defaulting Lenders.

“Restricted Payment” has the meaning set forth in Section 6.05 hereof.

“Restricted Properties” means, collectively, the Mortgaged Properties and the Additional Leased Properties.

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“Restricted Property Leases” means collectively, the Additional Leases, the Mortgaged Property Leases and any other Lease affecting any Restricted Property or any part thereof now or hereafter executed and all amendments, modifications and supplements thereto.

“Restricted Property Tenants” means the Tenants under the Restricted Property Leases.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Loan” means a Loan made pursuant to Section 2.03.

“Revolving Loan Applicable Percentage” means, with respect to any Lender, the percentage of the total Revolving Loan Commitments represented by such Lender’s Revolving Loan Commitment. If the Revolving Loan Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Loan Commitments most recently in effect, giving effect to any assignments.

“Revolving Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Loan Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Loan Commitments is $150,000,000.00. The Revolving Loan Commitments may be increased pursuant to Section 2.01(c) hereof.

“Revolving Notes” means the Revolving Notes to be executed and delivered by the Borrower in favor of the Lenders, substantially in the form of Exhibit D-1, as each of the same may be amended, restated, supplemented or otherwise modified, from time to time.

“SEC” means the Securities and Exchange Commission.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,

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limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guarantee” means the Guarantee to be executed and delivered by each Subsidiary in accordance with the terms of this Agreement, substantially in the form of Exhibit C.

“Super-Majority of the Lenders” means, at any time, Lenders having Revolving Credit Exposures, Term Loan Exposures and Unused Commitments representing at least 75% of the sum of the aggregate Total Credit Exposures and Unused Commitments of all Lenders at such time; provided that in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and the Lenders’ Applicable Percentages shall be redetermined, for voting purposes only, to exclude the Applicable Percentages of such Defaulting Lenders.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Revolving Loan Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Swingline Note” means the Swingline Note, to be executed and delivered by the Borrower in favor of the Swingline Lender, substantially in the form of Exhibit D-2, as same may be amended, restated, supplemented or otherwise modified, from time to time.

“Tangible Net Worth” means, the sum of the shareholders’ equity of the Borrower and its Subsidiaries minus goodwill, trademarks, tradenames, licenses and other intangible assets (as shown on the balance sheet of the Borrower), as determined on a consolidated basis in accordance with GAAP.

“Tanks” has the meaning set forth in the Environmental Indemnity.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“TD Loan” means the loan in the amount of $21,900,000 evidenced by the TD Loan Documents.

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“TD Loan Documents” means that certain Loan Agreement, dated September 15, 2009, among Borrower, certain of Subsidiaries and TD Bank, N.A., as amended by that certain Amendment to Loan Agreement, dated as of March 9, 2012, together with each other document and/or instrument executed and delivered in connection therewith.

“Tenant” means any tenant, lessee, licensee or occupant under a Lease.

“Term Loan” means a Loan made pursuant to Section 2.01.

“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Term Loan Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Term Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Term Loan Commitments is $25,000,000.00.

“Term Loan Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Term Loans at such time.

“Term Notes” means the Term Notes to be executed and delivered by the Borrower in favor of the Lenders, substantially in the form of Exhibit D-3, as each of the same may be amended, restated, supplemented or otherwise modified, from time to time.

“Total Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the issuance of Letters of Credit hereunder and the guaranties by the Guarantors of the Indebtedness owing to the Administrative Agent and the Lenders hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Unused Commitment” means, with respect to any Lender at any time, an amount equal to the remainder of (a) such Lender’s Revolving Commitment at such time, less (b) the sum of the aggregate principal amount of all Revolving Credit Loans of such Lender then outstanding and such Lender’s Applicable Percent of the total LC Exposure at such time.

“Unused Fee Rate” means (x) if the Debt to EBITDA Ratio is equal to or greater than 4:1, 0.4% per annum or (y) if the Debt to EBITDA Ratio is less than 4:1, 0.3% per annum.

“White Oak Lease” means that certain Unitary Net Lease Agreement, dated September 25, 2009, between GTY MD Leasing, Inc., as landlord, and White Oak Petroleum LLC, as tenant, as amended, and as may be further amended in accordance with the terms hereof.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or a “Term Loan”) or by Type (e.g., a “Eurodollar Loan” or an “ABR Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing” or “Term Borrowing”) or by Type (e.g., a “Eurodollar Borrowing” or “ABR Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,

(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and

(e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II.

The Credits

Section 2.01 Commitments.

(a) Term Loans. Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make Term Loans to the Borrower on the date hereof in an amount equal such Lender’s Term Loan Commitment. In no event shall Borrower be entitled to reborrow all or any portion of the Term Loans that have been repaid or prepaid.

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(b) Revolving Loans. Subject to the terms and conditions set forth herein, including clause (c) below, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in:

(i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment after taking into account any Swingline Loans to be repaid and any LC Disbursement to be reimbursed with the proceeds of such Revolving Loan;

(ii) the aggregate Revolving Credit Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders, after taking into account any Swingline Loans to be repaid and any LC Disbursement to be reimbursed with the proceeds of such Revolving Loan;

(iii) such Lender’s Total Credit Exposure exceeding such Lender’s total Commitment after taking into account any Swingline Loans to be repaid and any LC Disbursement to be reimbursed with the proceeds of any Revolving Loan;

(iv) the aggregate Total Credit Exposure of all Lenders exceeding the aggregate Commitments of all Lenders, after taking into account any Swingline Loans to be repaid and any LC Disbursement to be reimbursed with the proceeds of any Revolving Loan; or

(v) the Loan-to-Value Ratio exceeding 50%.

Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

(c) Additional Available Loans. At any time following the date hereof, Borrower may request to increase the amount of the Revolving Loan Commitments by an amount of up to $50,000,000. Any such additional Commitments may be obtained from existing Lenders or other prospective lenders identified by Borrower and approved by the Administrative Agent and the Issuing Bank (but without the consent of any other Lender), which approval shall not be unreasonably withheld. The Loans made available pursuant to such increased Commitment (the “Additional Available Loans”) shall be evidenced by one or more Revolving Notes made by Borrower in favor of the Lenders providing the Additional Available Loans, and any such increased Commitment shall be in an amount at least equal to $5,000,000 or any integral multiple of $1,000,000 in excess thereof. Any such Lenders, if not already a party to this Agreement, shall be required to execute a Joinder Agreement, substantially in the form of Exhibit O, agreeing to be bound by the terms and conditions of this Agreement. Upon the effectiveness of any such agreement and its acceptance by the Administrative Agent (the date of any such effectiveness and acceptance, an “Increased Commitment Date”), this Agreement (including Schedule 2.01) shall be deemed amended to the extent, but only to the extent, necessary to reflect, as applicable, the Additional Available Loans and the increased Commitments.

In connection with any such request, Borrower agrees to (i) execute and deliver all documents, if any, reasonably necessary to ensure that the Collateral secures the Additional Available Loans in addition to the Loans existing on the date hereof and (ii) pay any and all reasonable out-of-pocket costs of Administrative Agent in connection with evidencing the Additional Available Loans and ensuring that the Collateral secures the Additional Available Loans in addition to the Loans existing on the date hereof, including, without limitation, the recording of amended and restated or supplemental mortgages and assignments of leases and rents.

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Any requested increase in the aggregate amount of the Lenders’ Commitments pursuant to Section 2.01(c) shall not be effective unless:

(i) no Default or Event of Default shall have occurred and be continuing as of the Increased Commitment Date; and

(ii) the representations and warranties of the Borrower in Article III hereof and of the Guarantors in the Subsidiary Guaranty shall be true and correct on and as of the Increased Commitment Date with the same effect as if made on and as of the Increased Commitment Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

Effective on each Increased Commitment Date, after giving effect to the increase in the Commitments effective thereon, (i) the amount of each Lender’s risk participation in all outstanding Letters of Credit shall be deemed to be automatically increased or decreased, as applicable, to reflect any changes in such Lender’s Revolving Loan Applicable Percentage and (ii) the amount of the Revolving Loans then outstanding and held by each Lender shall be adjusted to reflect any changes in such Lender’s Revolving Loan Applicable Percentage as of the applicable Adjustment Date. Each Lender having Revolving Loans then outstanding and whose Revolving Loan Applicable Percentage has been decreased as a result of the increase in the total Commitments shall be deemed to have assigned, without recourse, such portion of such Revolving Loans as shall be necessary to effectuate such adjustment on the applicable Adjustment Date. Each Lender providing Additional Available Loans shall (x) be deemed to have assumed such portion of such Revolving Loans and (y) fund on the applicable Adjustment Date such assumed amounts to the Administrative Agent for the account of the assigning Lender in accordance with the provisions hereof. The “Adjustment Date” shall mean, in the case of any ABR Loans, five (5) Business Days after the Increased Commitment Date or, in the case of any Eurodollar Loans, the end of the then current Interest Period with respect thereto.

The Administrative Agent shall promptly notify the Lenders and the Borrower of any increase in the total Commitments under this Section 2.01(c) and of each Lender’s Revolving Loan Applicable Percentage after giving effect to any such increase.

Section 2.02 Loans and Borrowings.

(a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total

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Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $200,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in the form attached hereto as Exhibit E and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Collateral.

(a) The repayment of the Loans (and all other amounts due under the Loan Documents, including, without limitation, any Additional Interest) shall be secured by the following (collectively, the “Collateral”):

(i) a first priority Lien on all Mortgaged Properties and any and all leases and rents related thereto, pursuant to the Mortgages;

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(ii) a first priority Lien on all Equity Interests owned by Borrower and/or each Guarantor in any Subsidiary thereof pursuant to the Equity Pledge;

(iii) [reserved];

(iv) a first priority Lien on the Deposit Accounts pursuant to the Deposit Account Control Agreements;

(v) a first priority Lien in all personal property collateral described in the General Assignment; and

(vi) a first priority Lien on the accounts referenced in Section 5.10 hereof.

(b) From time to time the Borrower may request, upon not less than thirty (30) days prior written notice to the Administrative Agent or such shorter period as may be acceptable to the Administrative Agent, that Administrative Agent consent to the sale of any Additional Leased Property, and Administrative Agent shall grant its consent to such sale (a “Property Sale”) provided that the following conditions are satisfied as of the date of such Property Sale:

(i) The Property Sale is to a bona-fide third party and the proceeds from such sale are disbursed as follows:

(A) if any Revolving Loans are outstanding, the proceeds shall either be: (x) used to prepay a portion of such Revolving Loans (provided that, in connection with such prepayment, there is no corresponding permanent reduction of the Revolving Loan Commitments) and, in the circumstances described in the first parenthetical expression in Section 2.04(b)(ii) below, together with the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement; (y) deposited into restricted 1031 exchange account (provided that (A) Borrower or its applicable Subsidiary, Collateral Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established have entered into a Qualified Exchange Trust Agreement in the form of Exhibit M attached hereto with respect to the funds in such 1031 exchange account, and (B) any funds to be released to Borrower or its Subsidiaries from any such 1031 exchange account shall be applied in accordance with this Section 2.04(b)(i)); and/or (z) if Borrower intends to repay Revolving Loans and, in connection therewith, permanently reduce the amount of Revolving Loan Commitments available hereunder, delivered to Collateral Agent to be used to repay a portion of such Revolving Loans and the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement; and/or

(B) if no Revolving Loans are outstanding (after the application of any proceeds pursuant to clause (A) above), the proceeds shall either be: (x) deposited into restricted 1031 exchange account (provided that (A) Borrower or its applicable Subsidiary, Collateral Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established have entered into a Qualified Exchange Trust Agreement in the form of Exhibit M attached hereto with respect to the funds in such 1031 exchange account, and (B) any funds to be released to Borrower or its Subsidiaries from any such 1031 exchange account shall be applied in accordance with this Section 2.04(b)(i)); (y) delivered to Collateral Agent to be used to prepay a portion of the Term Loans and the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement; and/or (z) deposited in one of the Deposit Accounts as provided in Section 5.11 hereof.

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(ii) No Default or Event of Default exists (unless such Default or Event of Default would be cured as a result of such release and/or the application of the proceeds from such sale; provided however, in such event, the proceeds must be applied in accordance with the terms of Section 11(b) of the Intercreditor Agreement) or will exist immediately after giving effect to such Property Sale (and after taking into account any additional Restricted Property Leases entered into in accordance with Section 6.12 hereof that occurs substantially contemporaneously with such Property Sale) and any adjustment to the Net Operating Income by reason of such Property Sale and/or additional Restricted Property Lease, if any;

(iii) The Net Operating Income (divided by the Cap Rate) ascribed to the Additional Leased Property being sold, together with the portion of the Net Operating Income (divided by the Cap Rate) ascribed to any prior Property Sales made in accordance herewith (as determined as of the date of such prior Property Sales), shall not exceed 10% of the aggregate value of the components of clause (b) of the definition of Loan-to-Value ratio as of the date of determination;

(iv) Borrower shall have delivered to the Administrative Agent a certificate demonstrating that Borrower shall remain in compliance with financial covenants of Section 6.01(a) after giving effect to such request and any prepayment to be made in connection therewith;

(v) Any consent to such Property Sale required under the Prudential Note Documents shall have been obtained by Borrower; and

(vi) Borrower shall have delivered to the Administrative Agent all documents and instruments reasonably requested by the Administrative Agent in connection with such Property Sale.

At the time of any such Property Sale, the Additional Leased Property shall be released as an Additional Leased Property hereunder and under the Prudential Note Documents and the Collateral Agent shall executed and deliver, and the Lenders hereby authorize and direct the Collateral Agent to execute and deliver, any documents or instruments reasonably requested by Borrower in connection with such release.

Section 2.05 Swingline Loans.

(a) Subject to the terms and conditions set forth herein, the Swingline Lender, in its discretion, may agree to make Swingline Loans to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in:

(i) the aggregate principal amount of outstanding Swingline Loans exceeding $5,000,000; or

(ii) the aggregate Revolving Credit Exposure of all Lenders exceeding the aggregate Revolving Loan Commitments of all Lenders, after taking into account any LC Disbursement to be reimbursed with the proceeds of such Swingline Loan; or

(iii) the aggregate Total Credit Exposure of all Lenders exceeding the aggregate Commitments of all Lenders, after taking into account any LC Disbursement to be reimbursed with the proceeds of any Revolving Loan.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent

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will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Revolving Loan Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Revolving Loan Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(d) The Swingline Loans made by the Swingline Lender shall be evidenced by the Swingline Note, appropriately completed, duly executed and delivered on behalf of the Company and payable to the order of the Swingline Lender in a principal amount equal to the Swingline Commitment.

Section 2.06 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account or the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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It is hereby acknowledged and agreed by Borrower, Administrative Agent and the Lenders that, on the Effective Date, the letters of credit previously issued by JPMorgan Chase Bank, N.A. and more particularly described on Schedule 2.06 hereto shall be deemed to be Letters of Credit hereunder.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000, (ii) the aggregate Revolving Credit Exposure of all Lenders shall not exceed the aggregate Revolving Commitments of all Lenders and (iii) the aggregate Total Credit Exposure of all Lenders shall not exceed the aggregate Commitments of all Lenders.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) twelve (12) months after the Maturity Date; provided, however, any Letter of Credit expiring after the Maturity Date shall be Cash Collateralized in accordance with and at the time provided in clause (j) of this Section.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Loan Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Revolving Loan Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i) 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City

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time, on the Business Day immediately following the day that the Borrower receives such notice; provided that, if such LC Disbursement is not less than $100,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder, in each case other than to the extent of the fraud, gross negligence or willful misconduct of the Issuing Bank. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or that are caused by the Issuing Bank’s grossly negligent or willful failure to pay under any Letter of Credit after the presentation to it of a sight draft and certificates strictly in compliance with the terms and conditions of the Letter of Credit. The parties hereto expressly agree that, in the absence of fraud, gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept

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and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If (i) a Letter of Credit is scheduled to expire after the Maturity Date, whether by its original terms or by an extension or renewal thereof, or (ii) any Event of Default shall occur and be continuing, then on (y) in the case of clause (i) hereof, the date that is thirty (30) days prior to the Maturity Date or (z) in the case of clause (ii) hereof, the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 51% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure as of such date plus any accrued and unpaid interest thereon (hereinafter referred to as a “Cash Collateralization”); provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive

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dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 51% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Section 2.07 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at

(i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or

(ii) in the case of the Borrower, the interest rate otherwise applicable to such Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Nothing contained in this Section 2.07 shall be deemed to reduce the Commitment of any Lender or in any way affect the rights of Borrower with respect to any Defaulting Lender or Administrative Agent. The failure of any Lender to make available to the Administrative Agent such Lender’s share of any Borrowing in accordance herewith shall not relieve any other Lender of its obligations to fund its Commitment, in accordance with the provisions hereof.

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Section 2.08 Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form attached as Exhibit E and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

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Section 2.09 Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the aggregate Revolving Credit Exposure of all Lenders would exceed the aggregate Revolving Commitments of all Lenders or (ii) the aggregate Total Credit Exposure of all Lenders would exceed the aggregate Commitments of all Lenders.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Section 2.10 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to:

(i) to any Lender providing a Swap Agreement, all amounts payable to such Lender in accordance with such Swap Agreement;

(ii) the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan on the Maturity Date; and

(iii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on or before the fifth (5^th) Business Day after such Swingline Loan is made; and

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record:

(i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,

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(ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and

(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the order of the payee named therein.

Section 2.11 Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder;

(i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment,

(ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment, or

(iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment.

Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in the minimum amount of $1,000,000, in the case of repayment of a Eurodollar Borrowing, and $500,000, in the case of repayment of an ABR Borrowing that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

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(c) Following any casualty to or condemnation of any of the Restricted Properties or any portion thereof, in the event there are any insurance proceeds or condemnation awards remaining after the application of such insurance proceeds or condemnation awards in accordance with the applicable Restricted Property Lease that are not required to be paid to the Tenant under such Restricted Property Lease, all such remaining insurance proceeds or condemnation awards that are not applied to the repair or restoration of such Properties in accordance with the Loan Documents shall be either: (A) used to prepay a portion of the Revolving Loans (provided that, in connection with such prepayment, there is no corresponding permanent reduction of the Revolving Loan Commitments), (B) deposited into one of the Deposit Accounts as provided in Section 5.11 hereof, and/or (C) delivered to Collateral Agent to be used to prepay a portion of the Term Loans (or the Revolving Loans if, in connection with such prepayment, there is a permanent reduction of the Revolving Loan Commitments) and the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement;

(d) In the event Borrower or any of its Subsidiaries receives (x) proceeds from the issuance of any additional Equity Interests (to the extent same is approved by Administrative Agent or otherwise permitted pursuant to the terms hereof), or (y) any payment as result of any judgment or settlement with respect to litigation involving Borrower or any its Subsidiaries (including, without limitation, the Lukoil Dispute), all such amounts shall be either: (A) used to prepay a portion of the Revolving Loans (provided that, in connection with such prepayment, there is no corresponding permanent reduction of the Revolving Loan Commitments), (B) deposited into one of the Deposit Accounts as provided in Section 5.11 hereof, and/or (C) delivered to Collateral Agent to be used to prepay a portion of the Term Loans (or the Revolving Loans if, in connection with such prepayment, there is a permanent reduction of the Revolving Loan Commitments) and the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement.

(e) Other than with respect to (i) non-recourse Indebtedness assumed or incurred by Borrower or any of its Subsidiaries in connection with an acquisition of a Property or Properties and (ii) non-recourse mortgage Indebtedness secured by Properties other than the Restricted Properties, in the aggregate, not in excess of 10% of Borrower’s Tangible Net Worth, in the event Borrower or any of its Subsidiaries receives proceeds from the incurrence of additional Indebtedness (to the extent same is approved by Administrative Agent or otherwise permitted pursuant to the terms hereof), all such amounts shall be either: (A) used to prepay a portion of the Revolving Loans (provided that, in connection with such prepayment, there is no corresponding permanent reduction of the Revolving Loan Commitments), (B) deposited into one of the Deposit Accounts as provided in Section 5.11 hereof, and/or (C) delivered to Collateral Agent to be used to prepay a portion of the Term Loans (or the Revolving Loans if, in connection with such prepayment, there is a permanent reduction of the Revolving Loan Commitments) and the principal amount owing under the Prudential Note Documents in accordance with the terms of Section 11(b) of the Intercreditor Agreement.

Section 2.12 Fees.

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender an unused fee, which shall accrue at the Unused Fee Rate on the average daily Unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued Unused Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any Unused Fees accruing after the date on which the Commitments terminate shall be payable on demand. All Unused Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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(b) The Borrower agrees to pay

(i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and

(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as, without duplication, the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of the unused fee and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Section 2.13 Interest.

(a) The Loans comprising each ABR Borrowing and each Swingline Loan shall bear interest at the Alternate Base Rate plus the Applicable Margin.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to:

(i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section; or

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(ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon the Maturity Date; provided that:

(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand;

(ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment; and

(iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that such Lenders are unable to match funds in the London interbank market and that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist:

(i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective; and

(ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

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Section 2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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Section 2.16 Break Funding Payments. In the event of:

(a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default);

(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto;

(c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith); or

(d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19,

then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Without duplication, in the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include, an amount determined by such Lender to be the excess, if any, of:

(i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan); over

(ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

Section 2.17 Taxes.

(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then:

(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made;

(ii) the Borrower shall make such deductions; and

(iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

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(c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, provided, that, as to penalties, interest or expenses relating to Indemnified Taxes or Other Taxes, the Administrative Agent or such Lender has provided reasonably prompt notice to Borrower after any officer of the Administrative Agent or such Lender who is actively involved in the administration or enforcement of the Loans first becomes aware of such Indemnified Taxes or Other Taxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f) If the Administrative Agent or a Lender determines, in its reasonable good faith discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the extent imposed due to any act or failure to act on the part of the Borrower) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next

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succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d), 8.02(e) or 9.03(c) or shall otherwise be a Defaulting Lender, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.19 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment:

(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future; and

(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); and

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.20 Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(a) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

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(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, to be held as Cash Collateral for future funding obligations of such Defaulting Lender of any participation in any Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in an interest bearing deposit account and released in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize future funding obligations of such Defaulting Lender of participations in future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursement in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Disbursements are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 2.20(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(c) Certain Fees. Such Defaulting Lender:

(i) shall not be entitled to receive any Unused Fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender; and

(ii) shall not be entitled to receive any participation fee with respect to Letters of Credit pursuant to Section 2.12(b) and the Borrower shall (A) except to the extent Borrower has provided Cash Collateral for the Issuing Bank’s L/C Exposure with respect to such Defaulting Lender, be required to pay to the Issuing Bank the amount of such fee allocable to its L/C Exposure with respect to such Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender.

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(d) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in the Letters of Credit or Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (determined without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions precedent to the issuance of a Letter of Credit by the Issuing Bank or the making of the Swingline Loan by the Swingline Lender are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the Total Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(e) Cash Collateral.

(i) If the reallocation described in the immediately preceding subsection (d) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s LC Exposure in accordance with the procedures set forth in this subsection.

(ii) At any time that there shall exist a Defaulting Lender, within three (3) Business Days following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender (determined after giving effect to the immediately preceding subsection (d) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the aggregate LC Exposure with respect to the Defaulting Lender of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time.

(iii) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to the immediately following clause (iv). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the aggregate LC Exposure with respect to the Defaulting Lender of the Issuing Bank with respect to Letters of Credit issued and outstanding at such time, the Borrower will, within three (3) Business Days after demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(iv) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

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(v) Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s LC Exposure shall no longer be required to be held as Cash Collateral pursuant to this subsection following (x) the elimination of the applicable LC Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (y) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the preceding subsection (ii), the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall be held to support future anticipated LC Exposure or other obligations and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

(f) Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their respective Applicable Percentages (determined without giving effect to the immediately preceding subsection (d)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(g) New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no LC Exposure above its pro-rata share of Total Credit Exposure after giving effect thereto.

Section 2.21 Extension of Maturity Date. The Borrower shall have the option to extend the Maturity Date for one year to August 25, 2016; provided that (x) no Default or Event of Default exists (including any breach of the financial covenants set forth in Section 6.01) at the time Borrower provides notice of its exercise of the extension option or as of the date that such extension becomes effective, and (y) no Material Adverse Effect has occurred at the time Borrower provides notice of its exercise of the extension option or as of the date that such extension becomes effective. The Borrower may exercise the option granted pursuant to this Section 2.21 by, and such extension shall become effective upon, delivery to the Administrative Agent of (i) written notice of its intention to extend the Maturity Date not more than 90 days, nor less than 30 days, prior to the Maturity Date as in effect prior to exercising this option and (ii) an extension fee of two-tenths of one percent (0.20%) of the Total Commitments, as in effect on the effective date of such extension, to the Administrative Agent for the ratable benefit of the Lenders.

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ARTICLE III.

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

Section 3.01 Organization; Powers. Schedule 3.01 is, as of the date hereof, a complete and correct list of all Subsidiaries of the Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Person, (ii) each Person holding any Equity Interest in such Person, (iii) the nature of the Equity Interests held by each such Person and (iv) the percentage of ownership of such Person represented by such Equity Interests. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability. The Transactions are within the Borrower’s and the Guarantors’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 Governmental Approvals; No Conflicts. The Transactions:

(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect;

(b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority;

(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries; and

(d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than those created by the Loan Documents).

Section 3.04 Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ended September 30, 2012. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since September 30, 2012, except as disclosed in any public filings prior to the Effective Date or otherwise disclosed to Administrative Agent and the Lenders prior to the Effective Date, there has been no material adverse change in the business, assets, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

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Section 3.05 Properties.

(a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except where the failure to have such good title or valid leasehold interest could not reasonably be expected to have a Material Adverse Effect.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, except where the impairment of such ownership or license is not reasonably expected to have a Material Adverse Effect, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) Schedule 3.05(c)(1) is, as of the date hereof, a complete and correct listing of all Mortgaged Properties. Schedule 3.05(c)(2) is, as of the date hereof, a complete and correct listing of all Additional Leased Properties. No Restricted Property is subject to any Lien other than Permitted Encumbrances. Each Restricted Property is a Qualified Real Estate Asset.

(d) Schedule 3.05(d)(1) is, as of the date hereof, a complete and correct listing of all Mortgaged Property Leases. Schedule 3.05(d)(2) is, as of the date hereof, a complete and correct listing of all Additional Leases. The information provided on the Rent Roll is true and complete in all material respects. The Borrower represents and warrants to the Administrative Agent and the Lenders with respect to the Restricted Property Leases that: (1) to the Borrower’s knowledge, the Restricted Property Leases are valid and in and full force and effect; (2) the Restricted Property Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Restricted Property Leases delivered to the Administrative Agent are true and complete in all material respects; (4) to Borrower’s knowledge, neither the landlord nor any tenant is in default under any of the Restricted Property Leases; (5) the Borrower has no knowledge of any notice of termination or default with respect to any Restricted Property Lease; (6) neither the Borrower nor any of its Subsidiaries has assigned or pledged any of the Restricted Property Leases, the rents or any interests therein except to the Collateral Agent (on behalf of the Lenders and the Noteholders); (7) except as set forth in the Leases, no tenant or other party has an option to purchase all or any portion of the Property; (8) no Tenant has the unilateral right to terminate any Restricted Property Lease prior to expiration of the stated term of such Restricted Property Lease absent the occurrence of any casualty, condemnation or default by the Borrower or any of its Subsidiaries thereunder; and (9) no Tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and construction contributions).

(e) Schedule 3.05(e) is, as of the date hereof, a complete and correct listing of all ground leases with respect to any Property subject to the Mortgaged Property Leases. The Borrower represents and warrants to the Administrative Agent and the Lenders with respect to the Ground Leases that: (1) to the Borrower’s knowledge, the Ground Leases are valid and in full force and effect; (2) the Ground Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Ground Leases delivered to the Administrative Agent are true and complete in all material respects; (4) to Borrower’s knowledge, neither the ground lessor nor any ground lessee is in default under any of the Ground Leases; (5) the Borrower has no knowledge of any notice of termination or default with respect to any Ground Lease; (6) the Borrower has not assigned or pledged any of the Ground Leases, the rents or any interests therein except to the Collateral Agent (on behalf of the Lenders and the Noteholders); and (7) no ground lessor has the unilateral right to terminate any Ground Lease prior to expiration of the stated term of such Ground Lease absent the occurrence of any casualty, condemnation or default by the Borrower or any of its Subsidiaries thereunder.

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Section 3.06 No Material Litigation. Except for such litigation disclosed by the Borrower in its periodic filings made with the SEC or on Schedule 3.06 prior to the Effective Date, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues with respect to this Agreement, any of the other documents or agreements executed and delivered in connection therewith, or any of the transactions contemplated hereby, or which could reasonably be expected to have a Material Adverse Effect.

Section 3.07 Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

Section 3.08 Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09 Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a Material Adverse Effect.

Section 3.11 Federal Regulations. Neither the making of any Loans nor the use of the proceeds thereof will be used for any purpose which violates or is inconsistent with the provisions of Regulation U of the Board.

Section 3.12 Environmental Matters. Except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect or have been previously disclosed by the Borrower in its periodic filings made with the SEC or have been otherwise disclosed by the Borrower to the Lenders:

(a) The Properties do not contain any Hazardous Substances in amounts or concentrations which constitute a violation of, or could reasonably give rise to liability under, Environmental Laws;

(b) The Properties and all operations at the Properties are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Properties;

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(c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties that (except for sites in pre-delineation phase) has not been or is not currently the subject of a remedial action work plan the applicable governmental authority, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened.

(d) Hazardous Substances have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably give rise to liability under, Environmental Laws, nor have any Hazardous Substances been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws.

(e) Except for such actions previously disclosed by the Borrower in its periodic filings made with the SEC, no judicial proceeding or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or, to the knowledge of the Borrower, will be named as a party with respect to the Properties, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative of judicial requirements outstanding under any Environmental Law with respect to the Properties.

(f) There has been no release or threat of release of Hazardous Substances at or from the Properties, or arising from or related to the operations of the Borrower and its Subsidiaries in connection with the Properties in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

Section 3.13 Insurance. Except to the extent that Borrower and its Subsidiaries are relying on the Tenants as to primary coverage in accordance with the terms of the Leases, the Borrower and each Subsidiary maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon fixed assets, including general and excess liability insurance, fire and all other risks insured against by extended coverage, employee fidelity bond coverage, and all insurance required by law, all in form and amounts required by law and customary to the respective natures of their businesses and properties, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

Section 3.14 Condition of Properties. Each of the following representations and warranties is true and correct except to the extent disclosed on Schedule 3.06 or that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) All of the improvements located on the Properties and the use of said improvements comply and shall continue to comply in all respects with all applicable zoning resolutions, building codes, subdivision and other similar applicable laws, rules and regulations and are covered by existing valid certificates of occupancy and all other certificates and permits required by applicable laws, rules, regulations and ordinances or in connection with the use, occupancy and operation thereof.

(b) No material portion of any of the Properties, nor any improvements located on said Properties that are material to the operation, use or value thereof, have been damaged in any respect as a result of any fire, explosion, accident, flood or other casualty.

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(c) No condemnation or eminent domain proceeding has been commenced or to the knowledge of the Borrower is about to be commenced against any portion of any of the Properties, or any improvements located thereon that are material to the operation, use or value of said Properties.

(d) No notices of violation of any federal, state or local law or ordinance or order or requirement have been issued with respect to any Properties.

Section 3.15 REIT Status. The Borrower is a real estate investment trust under Sections 856 through 860 of the Code.

Section 3.16 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 3.17 Security Interests.

(a) Each of the Mortgages creates, as security for the obligations of the Borrower due hereunder and under the other Loan Documents, a valid and enforceable first Lien on all of the Mortgaged Properties and other collateral named therein, superior to and prior to the rights of all third persons and subject to no other Liens (except for Permitted Encumbrances), in favor of the Collateral Agent for its benefit and the benefit of the Lenders and the Noteholders.

(b) The Equity Pledge creates, as security for the obligations of the Borrower due hereunder and under the other Loan Documents, a valid, perfected and enforceable first Lien on the collateral named therein.

(c) The Deposit Account Control Agreements (together with the provisions of this Agreement) create, as security for the obligations of the Borrower due hereunder and under the other Loan Documents, a valid, perfected and enforceable first Lien on the accounts referenced therein.

ARTICLE IV.

Conditions

Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either: (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

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(b) The Administrative Agent shall have received from each Guarantor either: (i) a counterpart of the Subsidiary Guarantee signed on behalf of such Guarantor or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Guaranty) that such Guarantor has signed a counterpart of the Subsidiary Guarantee.

(c) The Administrative Agent shall have received from Borrower and each Guarantor either: (i) a counterpart of each other Loan Documents to which Borrower or any Guarantor is a party signed on behalf of Borrower and such Guarantor or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of Borrower and each Guarantor) that Borrower and each Guarantor has signed a counterpart of each such other Loan Document.

(d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) DLA Piper LLP (US), counsel for the Borrower, substantially in the form of Exhibit B and (ii) local counsel in each of the states in which any Restricted Property is located, substantially in the form of Exhibit F attached hereto. The Borrower hereby requests such counsel to deliver such opinions.

(e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower, the Guarantors, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(g) The Administrative Agent shall have received all reimbursable fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, including, without limitation, the fees incurred by Morrison & Foerster LLP as counsel for the Administrative Agent.

(h) The Administrative Agent shall be satisfied that all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions contemplated hereby have been obtained and remain in full force and effect.

(i) The Borrower shall have entered into the Prudential Note Documents, all in form reasonably acceptable to Administrative Agent.

(j) The Borrower shall have repaid all amounts owed with respect to the TD Loan and the Prior Facility, and all collateral therefor shall have been released (or assigned to the Collateral Agent).

(k) The Borrower shall have entered into (or caused its Subsidiaries to enter into) new long-term Leases for not less than 160 Properties which generate not less than $13,000,000 in annual triple-net rent.

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(l) The Administrative Agent shall have obtained and approved all due diligence and third party reports customarily obtained in connection with a mortgage financing, each in form satisfactory to Administrative Agent and each at the sole cost of Borrower, including without limitation, appraisals, environmental assessments, insurance, flood determinations and engineering reports; provided that (i) with respect to the Mortgaged Properties (other than the GTY MD Leasing Properties (as identified on Schedule 3.05(c)(1)), Administrative Agent agrees to rely on existing third party reports so long as (A) the Closing Date occurs within one (1) year of the issuance of such third party reports and (B) there has been no damage, environmental contamination or other adverse change to such properties that would require the existing third-party reports to be updated or reissued, and (ii) with respect to the GTY MD Leasing Properties, Administrative Agent agrees to reasonably consider whether it can rely on existing third party reports, except where doing so would be in violation of banking rules or regulations or Administrative Agent’s or any Lender’s internal policies.

(m) The Collateral Agent shall have been named an “additional insured”, “additional payee” and/or “mortgagee”, as applicable, under each insurance policy (including flood insurance and environmental insurance) obtained by Borrower, the Guarantors or, with respect to the Mortgaged Properties only, their Tenants as Administrative Agent shall reasonably require.

(n) The Borrower shall have furnished to the Lenders to the extent the same are not available on the Borrower’s website:

(i) its audited consolidated balance sheets and statements of income, stockholders equity and cash flows as of and for the two (2) most recent fiscal years ended prior to the Effective Date,

(ii) its unaudited interim consolidated financial statement as of and for each fiscal quarter subsequent to the date of the latest financial statement delivered pursuant to clause (i) above, all certified by its chief financial officer; and

(iii) projected financial statements, including balance sheets, income statements and cash flows covering the period up to the Maturity Date (on a quarterly basis for 2013 and on an annual basis for 2014 and 2015).

Such financial statements shall present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. Administrative Agent and Lenders acknowledge and agree that the reports on Forms 10K and 10Q as filed with the SEC satisfy the requirements of clause (i) and (ii) above.

Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement and each of the Loan Documents shall be true and correct, in all material respects, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

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(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) The delivery by Borrower of a certificate of a Financial Officer of the Borrower:

(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and

(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01(a).

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V.

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

Section 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) as soon as available, but in any event, on or before the tenth day following the date on which the following are required to be filed with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. The report on Form 10K filed with the SEC shall satisfy the requirement of this clause (a) and shall be deemed delivered to the Administrative Agent and the Lenders so long as the same is posted on the Borrower’s website;

(b) as soon as available, but in any event, on or before the tenth day following the date on which the following are required to be filed with the SEC, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. The report on Form 10-Q filed with the SEC shall satisfy the requirement of this clause (a) and shall be deemed delivered to the Administrative Agent and the Lenders so long as the same is posted on the Borrower’s website;

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(c) concurrently with any delivery of financial statements under clause (a) or (b) above (or, if such physical delivery is not required, within the time provided therein), a certificate of a Financial Officer of the Borrower

(i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto,

(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01 and

(iii) stating whether any material change in the application of GAAP has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other required filings filed by the Borrower or any Subsidiary with the SEC or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, provided that in lieu of delivery of such information, the Borrower may send a notice to the Administrative Agent and the Lenders referencing that the Borrower’s website contains copies of such materials;

(e) no later than March 31 of each calendar year, (x) projected financial statements, including balance sheets, income statements and cash flows covering the period up to the Maturity Date (on an annual basis) and (y) an updated Rent Roll;

(f) promptly after the same is received by the Borrower or any Subsidiary, financial statements and/or operating statements of each Tenant under any Restricted Property Lease and such Tenant’s subtenants, if any; and

(g) promptly following any request therefor, such other information regarding the Mortgaged Properties, operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request, so long as disclosure of such information could not result in a violation of, or expose the Borrower or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Borrower, or any of its Subsidiaries or on any Property of any of them, provided that in lieu of delivery of such information, the Borrower may send a notice to the Administrative Agent and the Lenders referencing that the Borrower’s website contains such information.

Section 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that in either case, if not cured or if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and

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(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect so long as disclosure of such information could not result in a violation of, or expose the Borrower or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Borrower, or any of its Subsidiaries or on any Property of any of them.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03 Existence; Conduct of Business; REIT Status. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to so preserve, renew or keep in force and effect could not reasonably be expected to have a Material Adverse Effect. The Borrower shall do all things necessary to preserve, renew and keep in full force and effect its status as a real estate investment trust under Sections 856 through 860 of the Code.

Section 5.04 Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including, without limitation, tax liabilities, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where:

(a) the validity or amount thereof is being contested in good faith by appropriate proceedings,

(b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and

(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to cause its Tenants to keep and maintain all property material to the conduct of their business in good working order and condition, ordinary wear and tear excepted, except where the failure to so maintain and repair could not reasonably be expected to have a Material Adverse Effect; and

(b) maintain (and/or cause its Tenants to maintain), with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations and, in any event, no less beneficial than the types and amounts of coverage in place and approved by Collateral Agent as of the Effective Date (including all required flood insurance) (subject to any obligations relating to same contained in any post-closing agreement executed by Borrower). The Borrower shall from time to time deliver to the Collateral Agent upon request a detailed list of, together with certificates evidencing, all of its and its Restricted Property Tenants’ policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and, if requested by Collateral Agent, as to insurance

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covering any Restricted Property, naming Collateral Agent as an “additional loss-payee” or “additional insured” thereunder, as applicable. In addition, if required by Collateral Agent, Borrower shall provide (and/or use commercially reasonable efforts to cause its Restricted Property Tenants to provide) Collateral Agent with copies of any such insurance policies, to the extent in the possession of Borrower or otherwise obtainable by Borrower. Collateral Agent shall have the right to require Borrower to (or to use commercially reasonable efforts to cause its Restricted Property Tenants to) obtain additional insurance after the Effective Date to the extent Collateral Agent reasonably deems same to be in accordance with commercially reasonable industry standards and practices and/or necessary in order for Administrative Agent and the Lenders to comply with any applicable laws or banking regulations. Borrower agrees to promptly obtain any such additional insurance.

Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice during normal business hours, to visit and inspect its properties (subject to the rights of tenants or subtenants in possession), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 5.07 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.08 Environmental Laws. The Company will, and will cause each of its Subsidiaries to:

(a) Comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect.

(b) Conduct and complete, or use commercially reasonable efforts to ensure that its tenants conduct and complete (provided that if such tenants fail to do so, the Borrower shall conduct and complete) all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that:

(i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect or

(ii) the Borrower has determined in good faith that contesting the same or complying with such requirement is not in the best interests of the Borrower and its Subsidiaries and the failure to contest or comply with the same could not be reasonably expected to have a Material Adverse Effect.

(c) Defend, indemnify and hold harmless the Administrative Agent, the Issuing Bank and each Lender, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-

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judgment or post-judgment) of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower, its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the fraud, gross negligence or willful misconduct of any party indemnified hereunder. Notwithstanding anything to the contrary in this Agreement, this indemnity shall continue in full force and effect regardless of the termination of this Agreement.

Section 5.09 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only (a) to repay all amounts owed under the Prior Facility and the TD Loan (b) for general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business (including, without limitation, acquisitions) and (c) for closing costs incurred by the Borrower in connection with the consummation of the transactions contemplated herein and in the other Loan Documents; provided that the proceeds from any Swingline Loan may not be used to repay an outstanding Swingline Loan. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Letters of Credit will be issued only to secure the performance of obligations of the Borrower, including, without limitation, obligations with respect to the Borrower’s thirty party leases, self-insurance for workers’ compensation, general liability and vehicle liability.

Section 5.10 Maintenance of Accounts. Borrower shall, and shall cause each of its Subsidiaries to, maintain all of its respective bank accounts with JPMorgan Chase Bank, N.A. or another Lender, and shall, and shall cause each of its Subsidiaries to, grant a security interest in all such accounts to the Collateral Agent (for the benefit of the Lenders and the Noteholders) by execution of a Deposit Account Control Agreement substantially in the form of Exhibit J attached hereto; provided that, so long as no Event of Default is continuing, Borrower may use and apply all amounts in any such accounts, including all Deposit Accounts, for any purpose for which Loan proceeds may be applied pursuant to Section 5.09 hereof free and clear of any such security interest. All amounts owed to Administrative Agent or its Affiliates with respect to such accounts, or any other cash management arrangement among Borrower, its Subsidiaries or any of its Affiliates, on the one hand, and Administrative Agent or its Affiliates, on the other hand (including, without limitation, any ACH credit exposure or other cash management related exposure) shall be deemed a portion of the amounts owed under the Loan Documents and shall be secured by the Collateral. Notwithstanding the foregoing, Borrower shall be permitted to maintain that certain account at Capital One Bank, account number 46-N11-1-3, and Administrative Agent shall have no security interest therein; provided, however, without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, at no time shall there be in excess of $250,000 in such account. Notwithstanding the foregoing, Borrower shall be permitted to establish 1031 exchange accounts with Bank of America, N.A., or such other bank as is reasonably approved by Administrative Agent, into which proceeds from the sale of Properties may be deposited; provided that, with respect to each such 1031 exchange account, Borrower or its applicable Subsidiary, Collateral Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established shall have entered into a Qualified Exchange Trust Agreement in the form of Exhibit M attached hereto.

Section 5.11 Proceeds from Asset Sales; Deposit Account.

(a) Subject to Borrower’s obligations under Section 2.04 hereof, all proceeds received by Borrower or its Subsidiaries from the sale, transfer or conveyance of any Restricted Property or other assets of the Borrower or any of its Subsidiaries during the term of the Loan shall be deposited into one or more of the Deposit Accounts.

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(b) As security for payment of the Loans and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Collateral Agent (on behalf of the Lenders and the Noteholders), and grants to Collateral Agent (on behalf of the Lenders and the Noteholders) a security interest in, all Borrower’s right, title and interest in and to the Deposit Accounts and all payments to or monies held in the Deposit Accounts. Borrower shall not, without obtaining the prior written consent of Collateral Agent, further pledge, assign or grant any security interest in the Deposit Accounts, or permit any Lien to attach thereto, or any levy to be made thereon; provided that, so long as no Event of Default is continuing, Borrower may use and apply all amounts in the Deposit Accounts for any purpose for which Loan proceeds may be applied pursuant to Section 5.09 hereof free and clear of any such security interest. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, Collateral Agent may apply any sums in any Deposit Account in any order and in any manner as Collateral Agent shall elect in its discretion without seeking the appointment of a receiver and without adversely affecting the rights of Collateral Agent to foreclose the Lien of the Mortgages or exercise its other rights under the Loan Documents.

Section 5.12 Most Favored Nation. If Borrower or any Subsidiary incurs any Indebtedness or modifies or amends the terms of any existing Indebtedness providing for any terms or conditions more favorable to the applicable lender than those provided for in the Loan Documents (including, without limitation, any covenants more restrictive than those provided for in the Loan Documents), then the Administrative Agent and the Lenders shall have the benefit of any such more advantageous terms and conditions and the Loan Documents shall be deemed automatically modified accordingly. Borrower agrees to, and to cause each Subsidiary to, execute and deliver to Administrative Agent any amendment documents or other agreements necessary to evidence that the terms of the Loan Documents have been so modified.

Section 5.13 Leases. The Borrower: (i) shall perform the material obligations which the Borrower is required to perform under the Restricted Property Leases; (ii) shall enforce the material obligations to be performed by the Tenants thereunder in a commercially reasonably manner; (iii) shall promptly furnish to the Administrative Agent any notice of material default or termination received by the Borrower from any tenant under a Restricted Property Lease, and any notice of default or termination given by the Borrower to any Tenant under a Restricted Property Lease; (iv) shall not collect any rents under any Restricted Property Lease for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits; (v) shall not enter into any ground lease or master lease of any part of any Restricted Property; and (vi) within ten (10) Business Days after the Administrative Agent’s request, shall furnish to the Administrative Agent a statement of all tenant security deposits under any Restricted Property Lease, and copies of all Restricted Property Leases not previously delivered to the Administrative Agent by the Borrower, certified by the Borrower as being true and correct.

Section 5.14 Ground Leases.

(a) Borrower shall pay or cause to be paid all rents, additional rents and other sums required to be paid by Borrower or its Subsidiaries, as tenant under and pursuant to the provisions of the Ground Leases on or before the date on which such rent or other charge is payable.

(b) Borrower shall, and shall cause its Subsidiaries to, diligently perform and observe in all material respects the terms, covenants and conditions of the Ground Leases on the part of Borrower or its Subsidiaries, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided.

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(c) Borrower shall promptly notify the Administrative Agent of the giving of any notice by any ground lessor under the Ground Leases to Borrower or any of its Subsidiaries of any default by Borrower or any of its Subsidiaries, as lessee thereunder, and promptly deliver to the Administrative Agent a true copy of each such notice. Borrower shall not, and shall not permit any Subsidiary to, (i) amend or modify any of the Ground Leases in any material and adverse manner without Administrative Agent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and (ii) terminate, surrender or consent to any termination or surrender of any such Ground Lease without Required Lenders’ approval.

(d) If Borrower or any Subsidiary shall be in default in any material respect beyond any applicable notice and grace period under any Ground Lease, then, subject to the terms of such Ground Lease, the Collateral Agent (on behalf of the Lender and the Noteholders) shall have the right (but not the obligation), to cause the default or defaults under such Ground Lease to be remedied and otherwise exercise any and all rights of Borrower or any Subsidiary under such Ground Lease, as may be necessary to prevent or cure any default. Without limiting the foregoing, upon any such default, Borrower shall, or shall cause its applicable Subsidiary to, promptly execute, acknowledge and deliver to the Collateral Agent such instruments as may reasonably be required to permit the Collateral Agent to cure any default under such Ground Lease. The actions or payments of the Collateral Agent to cure any default by Borrower or any Subsidiary under any such Ground Lease shall not remove or waive, as between Borrower and the Lenders, the default that occurred under this Agreement by virtue of the default under the applicable Ground Lease.

(e) In the event that Borrower (or any of its Subsidiaries) shall obtain fee title to any Mortgaged Property subject to a Ground Lease, Borrower shall give Administrative Agent prompt notice thereof and, at the election of Administrative Agent, Borrower shall execute and deliver (or causing its Subsidiary to execute and deliver) to Administrative Agent a Mortgage with respect to such Property and such other documents as Administrative Agent shall deem reasonably necessary in order to cause the Loans to be secured by such Property and, in connection therewith, Administrative Agent shall be permitted to obtain all due diligence and third party reports with respect to such Property customarily obtained in connection with a mortgage financing, each in form satisfactory to Administrative Agent and each at the sole cost of Borrower, including without limitation, appraisals, environmental assessments, insurance, flood determinations and engineering reports.

(f) Borrower shall not, without the Administrative Agent’s prior written consent, cause, agree to, or permit to occur any subordination, or consent to the subordination of, any Ground Lease to any mortgage, deed of trust or other Lien encumbering (or that may in the future encumber) the estate of the lessor under such Ground Lease in any premise(s) demised to Borrower or any of its Subsidiaries thereunder (other than a subordination or consent to subordination expressly required by the terms of such Ground Lease, in which Borrower or such Subsidiary obtains rights of non-disturbance for so long as Borrower or its Subsidiary is not in default under such Ground Lease).

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ARTICLE VI.

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders:

Section 6.01 Financial Covenants. The Borrower shall not:

(a) Loan-to-Value Ratio. Permit the Loan-to-Value Ratio, at any time, to be greater than 50%.

(b) Tangible Net Worth. Permit Borrower’s Tangible Net Worth, as determined as of the end of each fiscal quarter, to be less than $320,000,000 plus 80% of the net proceeds received by Borrower from any equity offerings occurring after the date hereof (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in Borrower up to the amount paid by Borrower in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that Borrower shall not have increased its net worth as a result of any such proceeds).

(c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as determined as of the end of each fiscal quarter, to be less than (x) 1.75:1.00 with respect to each fiscal quarter ending on or prior to December 31, 2013 and (y) 2.0:1.0 thereafter.

(d) Minimum EBITDA. Permit EBITDA, as determined as of the end of each fiscal quarter, to be less than (x) $30,000,000 with respect to the fiscal quarter ending on December 31, 2012, (y) $32,500,000 with respect to the fiscal quarters ending on March 31, 2013 and June 30, 2013 and (z) $35,000,000 thereafter, as determined as of the last day of each fiscal quarter.

(e) Debt to EBITDA. Permit the Debt to EBITDA Ratio, as determined as of the end of each fiscal quarter, to be greater than (x) 5.25:1.0 with respect to the fiscal quarter ending on December 31, 2012, and (y) 5.0:1.0 thereafter.

For purposes of calculating compliance with this Section 6.01, all of the foregoing financial covenants shall be measured on a consolidated basis for the Borrower and its Subsidiaries.

With respect to Administrative Agent’s determination of the Loan-to-Value Ratio, the Appraised Value of a Mortgaged Property Lease (other than the White Oak Lease) shall be determined or redetermined, from time to time, upon at least five (5) Business Days written notice to the Borrower and at the Borrower’s expense, in any of the following circumstances:

(A) if a material adverse change occurs with respect to any Property subject to such Mortgaged Property Lease, including, without limitation, a material deterioration in the net operating income of any Property subject to such Mortgaged Property Lease, a major casualty at any Property subject to such Mortgaged Property Lease, a material condemnation of any part of any Property subject to such Mortgaged Property Lease, a material adverse change in the market conditions affecting any Property subject to such Mortgaged Property Lease, or an environmental incident and closure or suspension of operations resulting therefrom;

(B) if any Event of Default occurs; or

(C) if necessary in order to comply with FIRREA or other applicable law relating to the Administrative Agent or the Lenders, but only after prior written notice from Administrative Agent to Borrower, accompanied by a certification of Administrative Agent specifying in reasonable detail the applicable law and the specific provision thereof requiring such action.

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Section 6.02 Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness except:

(a) Indebtedness created hereunder;

(b) Indebtedness created by the Prudential Note Documents and (i) any amendment, supplement or modification to the terms or conditions of the Prudential Note Documents, or (ii) extensions, renewals and replacements of any such Indebtedness, in each case, made in accordance with the terms of the Intercreditor Agreement;

(c) Customary unsecured trade payables incurred in connection with the ownership and operation of Properties.

(d) Existing Indebtedness assumed in connection with the purchase of a Property by Borrower or any of its Subsidiaries;

(e) Non-recourse mortgage Indebtedness secured by Properties other than the Restricted Properties which, in the aggregate, does not exceed 10% of Borrower’s Tangible Net Worth.

(f) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; and

(g) Unsecured Indebtedness with a maturity date occurring after the Maturity Date, provided that the proceeds from such Indebtedness shall be applied towards payment of principal and unreimbursed LC Disbursements due hereunder as provided in Section 2.11(e).

Section 6.03 Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) Liens created pursuant to the Indebtedness permitted under Section 6.02(d) and (e) hereof or the Swap Agreements permitted under Section 6.10 hereof.

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that:

(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be;

(ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; and

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(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof.

(d) Liens created by any Tenant to secure its obligations to a third party.

Section 6.04 Limitation on Certain Fundamental Changes. The Borrower will not, and will not permit any Subsidiary to:

(a) enter into any merger, consolidation or amalgamation;

(b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or

(c) subject to Section 2.04(b), convey, sell, lease, assign, transfer or otherwise dispose of any Restricted Property or all or a substantial portion of its property, business or assets (other than Properties not subject to a Lease, which may be sold and/or leased by Borrower and its Subsidiaries).

Section 6.05 Limitation on Restricted Payments. Unless otherwise required in order to maintain the Borrower’s status as a real estate investment trust (in which case, such amount shall be the minimum required in Borrower’s good faith estimation), the Borrower shall not declare or pay any dividend (other than dividends payable solely in the same class of Equity Interest) or other distribution (whether in cash, securities or other property) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, cancellation, termination, retirement or other acquisition of, any shares of any class of Equity Interest of the Borrower or any warrants or options to purchase any such Equity Interest, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary (collectively, “Restricted Payments”); provided that notwithstanding the foregoing:

(i) during any fiscal year of the Borrower, the Borrower may declare Restricted Payments in cash provided that: (a) such Restricted Payments are not in excess of 100% of EBITDA (determined as of the last fiscal quarter) (less any cash environmental remediation payments during the preceding twelve (12) months (net of any amounts received from any available State environmental funds and any non-cash environmental accretion expenses) and the required CapEx Reserves) plus 50% of all net asset sale proceeds received by Borrower during the preceding twelve (12) months, (b) no Event of Default or material Default that could reasonably be expected to result in an Event of Default shall exist as of the date that such Restricted Payment is declared or made (including with respect to any of the financial covenants contained in Section 6.01 hereof); and

(ii) dividends and distributions may be paid by any Subsidiary to the Borrower or to any Guarantor.

Solely for the purpose of this Section 6.05, all references to shares in the definition of “Equity Interest” shall be to common shares only.

Section 6.06 Limitation on Investments, Loans and Advances. Except as otherwise expressly permitted in this Agreement, the Borrower will not, and will not permit any Subsidiary to make any advance, loan, extension of credit or capital contribution to any Person, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or otherwise make any investment in, any Person, or acquire or otherwise make any investment in any real property other than Permitted Investments, provided that the aggregate amount of all Permitted Investments described in clause (b) of the definition thereof of the Borrower and its Subsidiaries shall not exceed $50,000,000.00 (excluding any such Permitted Investments existing as of the date hereof).

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Section 6.07 Limitation on Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless

(a) no Default or Event of Default would occur as a result thereof and

(b) either (x) such transaction is (i) in the ordinary course of the business of any Loan Party that is a party thereto and (ii) upon fair and reasonable terms no less favorable to any Loan Party that is a party thereto or is affected thereby than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, or (y) such transaction is a lease from a Subsidiary holding title to Property to Getty Properties Corp. or (z) such transaction is between Borrower and any Guarantor or Guarantors.

Section 6.08 Limitation on Changes in Fiscal Year. Permit the fiscal year of the Borrower to end on a day other than December 31, unless otherwise required by any applicable law, rule or regulation.

Section 6.09 Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges. The Borrower will not, and will not permit any Subsidiary to:

(a) Except for Permitted Investments, engage in activities other than real estate business and real estate related business activities, and in activities permitted for real estate investment trusts under the Code, either directly or through taxable REIT subsidiaries.

(b) Create or acquire any Subsidiary after the Effective Date, unless (x) Administrative Agent has been provided with prior written notice of same and (y) such Subsidiary shall have executed a Joinder to the Subsidiary Guarantee, Environmental Indemnity and Equity Pledge; provided, however, any such Subsidiary shall not be required to execute such Joinder until sixty (60) days have elapsed from the date that such Subsidiary has acquired any assets; provided further, however, no such Subsidiary shall be required to execute such Joinder if such if such Subsidiary would be prohibited from guaranteeing the obligations of Borrower pursuant to the terms of any agreement to which such Subsidiary is a party.

(c) (i) Create, assume, incur, permit or suffer to exist any Lien on any Restricted Property or any direct or indirect ownership interest of the Borrower in any Person owning any Restricted Property, now owned or hereafter acquired, except for Permitted Encumbrances, (ii) permit (1) any Property, including, without limitation any Restricted Property or Qualified Real Estate Asset, (2) any direct or indirect ownership interest in the Borrower, any Subsidiary or any Guarantor or (3) any other portion of the Collateral to be subject to a Negative Pledge or (iii) create, assume, incur, permit or suffer to exist any Lien on other Collateral, or any direct or indirect ownership interest of the Borrower in any Person owning any other Collateral, except for Permitted Encumbrances.

Section 6.10 Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement. Notwithstanding the foregoing, Borrower shall be permitted to enter into one or more Swap Agreements with respect to the Indebtedness evidenced by the Loan Documents and/or the Prudential Note Documents in an amount up to the principal amount of such Indebtedness; provided that, in no event shall Borrower enter into any Swap Agreement with any financial institution other than a Lender or its Affiliates.

Section 6.11 [Reserved].

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Section 6.12 Restricted Property Leases. Except as provided below, the Borrower shall not, and shall not permit any Subsidiary to, enter into (x) any Restricted Property Lease, (y) any material amendment, supplement or modification to a Restricted Property Lease (other than any amendments, modifications and/or supplements entered into pursuant to the express provisions of such Restricted Property Lease or as provided in clause (A) below) or (z) a termination of any Restricted Property Lease (other than arising from a default by the tenant thereunder) without, in each case, the prior written consent of the Administrative Agent, taking into consideration the creditworthiness of tenants and economic terms of the applicable Restricted Property Lease, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Administrative Agent shall not be required for (A) renewals, expansions or extensions of any Restricted Property Lease in accordance with its terms, so long as such Restricted Property Lease exists on or prior to the Effective Date or has otherwise been entered into in accordance with the terms of this Agreement, including with the approval of Administrative Agent (to the extent required under the terms of this Agreement), (B) any immaterial amendments, supplements or modifications to any Restricted Property Lease, and (C) new Restricted Property Leases entered into with respect to (x) Properties previously subject to a License Agreement or (y) newly acquired Properties. Borrower shall deliver to Administrative Agent a copy of any material amendment, supplement or modification to any existing Restricted Property Lease entered into by Borrower within thirty (30) days of the execution thereof. Upon Borrower or any of its Subsidiaries entering into a new Restricted Property Lease, Administrative Agent shall take into account any Net Operating Income derived from such Restricted Property Lease in connection with determining the Loan-to-Value Ratio provided that (1) such new Restricted Property Lease is a triple-net lease solely with respect to Qualified Real Estate Assets, (2) such new Restricted Property Lease is to an unaffiliated third party upon arms’-length, market terms and Borrower has delivered to Administrative Agent a copy of such Restricted Property Lease certified to be true, correct and complete, and (3) Borrower shall have executed and delivered to Administrative Agent notice of such new Restricted Property Lease in substantially the form of Exhibit P attached hereto; provided, however, in no event shall the aggregate amount of Net Operating Income (divided by the Cap Rate) ascribed to new Restricted Property Leases entered into in accordance with this Section 6.12 account for more than 15% of the aggregate value of the components of clause (b) of the definition of Loan-to-Value ratio as of the date of determination, unless (x) the Tenants thereunder are investment-grade entities or (y) the Required Lenders have reasonably approved the Tenants thereunder.

Section 6.13 Existing Indebtedness. The Borrower shall not enter into or otherwise permit any amendment, supplement or modification to any Prudential Note Documents without the prior written consent of the Administrative Agent and the Required Lenders, except as expressly permitted under the Intercreditor Agreement.

ARTICLE VII.

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure shall continue unremedied for a period of five Business Days;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

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(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01, 5.02, 5.03 or 5.09 or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Indebtedness, when and as the same shall become due and payable and any applicable notice and cure period with respect thereto shall have expired;

(g) any event or condition occurs that results in any Indebtedness for which the then outstanding principal amount exceeds $10,000,000 becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any Indebtedness or any trustee or agent on its or their behalf to cause any Indebtedness to become due, following the expiration of any applicable cure period (after the receipt of any requisite notice) with respect thereto, and or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking:

(i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or

(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets,

and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall:

(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,

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(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article,

(iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets,

(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or

(v) make a general assignment for the benefit of creditors;

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;

(m) the Subsidiary Guarantee at any time shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert;

(n) the Borrower shall cease, for any reason, to maintain its status as a real estate investment trust under Sections 856 through 860 of the Code;

(o) at any time the Borrower or any of its Subsidiaries shall be required to take any actions in respect of environmental remediation and/or environmental compliance, the aggregate expenses, fines, penalties or other charges (excluding any expenses voluntary incurred by Borrower or its Subsidiaries and not required by law) with respect to which, in the judgment of Collateral Agent, could reasonably be expected to exceed $12,500,000 in the aggregate, during the term of this Agreement; provided that for purposes of determining compliance with this subsection (o) such amounts shall not include the expenses, fines, penalties and other charges that the Borrower estimates will be due in connection with those environmental remediation and/or environmental compliance procedures and actions in existence as of the Closing Date and described on Schedule 7.01 attached hereto and provided further that, any such remediation or compliance shall not be taken into consideration for the purposes of determining whether an Event of Default has occurred pursuant to this paragraph (o) if:

(i) such remediation or compliance is being contested by the Borrower or the applicable Subsidiary in good faith by appropriate proceedings or

(ii) such remediation or compliance is satisfactorily completed within 90 days from the date on which the Borrower or the applicable Subsidiary receives notice that such remediation or compliance is required, unless such remediation or compliance cannot reasonably be completed within such 90 day period in which case such time period shall be extended for a period of time reasonably necessary to perform such compliance or remediation using diligent efforts (but not to exceed 180 days, if the continuance of such remediation or compliance beyond such 180 day period, in the reasonable judgment of the Required Lenders, could reasonably be expected to have a Material Adverse Effect);

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(p) a Change in Control shall occur; or

(q) or an “Event of Default” shall occur under the Prudential Note Documents.

then, subject to the terms of the Intercreditor Agreement, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

In addition to, and in no way limiting but subject to the terms of the Intercreditor Agreement, the foregoing remedies, upon the occurrence of an Event of Default, the Administrative Agent and the Lenders shall have the following remedies available, which remedies may be exercised at the same or different times as each other or as the remedies set forth in the foregoing paragraph:

(i) the Required Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies under any and all of the other Loan Documents, including, without limitation, directing the Collateral Agent’s to exercise its foreclosure rights under the Mortgages;

(ii) the Required Lenders may direct the Administrative Agent to, and the Administrative Agent if so directed shall, exercise all other rights and remedies it may have under any applicable law; and

(iii) to the extent permitted by applicable law, the Administrative Agent and the Lenders shall be entitled to the appointment of a receiver or receivers for the assets and properties of the Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the obligations of the Borrower hereunder or under the other Loan Documents or the solvency of any party bound for its payment, to take possession of all or any portion of the Mortgaged Properties or other Collateral, and to exercise such power as the court shall confer upon such receiver.

Notwithstanding the foregoing or anything else contained herein to the contrary, but subject to the terms of the Intercreditor Agreement, in no event shall Administrative Agent exercise any rights or remedies under the Loan Documents with respect to any Mortgaged Property that has a Material Environmental Issue without the prior consent of all Lenders, including, without limitation, commencing and/or consummating a foreclosure of such Mortgaged Property, having a receiver appointed for such Mortgaged Property or exercising its rights to collect rents with respect to such Mortgaged Property.

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ARTICLE VIII.

The Administrative Agent

Section 8.01 Appointment and Authorization; General Matters. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Subject to the terms of the Intercreditor Agreement, the Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable to the Lenders for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own fraud, gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability to any Lender for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to be made by the proper Person, and shall not incur any liability to any Lender for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable to any Lender for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to such Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower, and shall resign, upon the Borrower’s request, in the event that the Administrative Agent, as Lender, shall assign so much of its Loans and Commitment that another Lender’s Loans and Commitment exceeds that of the Administrative Agent. Upon any such resignation, the Required Lenders shall have the right, subject to the approval of the Borrower, (so long as no Default or Event of Default has occurred and is then continuing) to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a Lender, provided that if no Lender is willing or able to act as Administrative Agent, then the Administrative Agent shall appoint a Qualified Institution actively engaged in the syndications market as an administrative agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 8.02 Collateral Matters; Protective Advances.

(a) Each Lender hereby authorizes the Collateral Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or other Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents.

(b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of the Borrower’s obligations hereunder and under the other Loan Documents (excluding obligations hereunder that have been Cash Collateralized or contingent indemnification obligations to the extent no unsatisfied claim giving rise thereto has been asserted); (ii) as expressly permitted by, but only in accordance with, the terms of the

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applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Required Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section.

(c) Upon any sale and transfer of any Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for its benefit and the benefit of the Lenders, the Issuing Bank and the Noteholders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the obligations of the Borrower hereunder or under the other Loan Documents or any Liens upon (or obligations of the Borrower or any Guarantor in respect of) all interests retained by the Borrower or any Guarantor, including (without limitation) the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of any Collateral, or any foreclosure with respect to any of the Collateral, the Collateral Agent shall be authorized to deduct all of the expenses reasonably incurred by the Collateral Agent from the proceeds of any such sale, transfer or foreclosure.

(d) The Collateral Agent shall have no obligation whatsoever to the Lenders, the Issuing Bank, the Swingline Lender or to any other Person to assure that the Collateral exists or is owned by the Borrower, any Guarantor or any other Subsidiary or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its fraud, gross negligence or willful misconduct.

(e) The Collateral Agent may make, and shall be reimbursed by the Lenders (in accordance with their Applicable Percentages) to the extent not reimbursed by the Borrower for, Protective Advances during any one calendar year with respect to each Property that is a Restricted Property up to the sum of (i) amounts expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Property; and (iii) $200,000. Protective Advances in excess of said sum during any calendar year for any Property that is a Restricted Property shall require the consent of the Required Lenders. The Borrower agrees to pay on demand all Protective Advances.

Section 8.03 Post-Foreclosure Plans. If any Collateral is acquired by the Collateral Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the obligations of the Borrower due hereunder and under the other Loan Documents, the title to any such Collateral, or any portion thereof, shall be held in accordance with the terms of the Intercreditor Agreement. The Administrative Agent shall prepare a recommended course of action for such Collateral, including a liquidation plan for same, if applicable (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Required Lenders. Upon demand therefor from time to time, each Lender will contribute its share (based on its Applicable Percentage) of all reasonable costs and

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expenses incurred by the Collateral Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. To the extent there is net operating income from such Collateral, the Collateral Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders, the Issuing Bank, the Swingline Lenders and the Noteholders, all in accordance with the Intercreditor Agreement. All such distributions shall be made to the Lenders in accordance with their respective Applicable Percentages and the Intercreditor Agreement.

ARTICLE IX.

Miscellaneous

Section 9.01 Notices. (a) Notices shall be sent as follows:

(i) if to the Borrower, to Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No. (312) 251-5735); provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Borrower;

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Credit Services Unit, 1 Bank One Plaza, Suite IL1-0874, Chicago, Illinois 60670, Attention of Nanette Wilson (Telecopy No. (888) 292-9533), with a copy to (x) JPMorgan Chase Bank, N.A., 395 North Service Road, Melville, New York 11747, Attention of Alicia Schreibstein (Telecopy No. (631) 755-5184) and (y) Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attention of Thomas P. McGovern; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Administrative Agent;

(iii) if to the Issuing Bank, to it at 395 North Service Road, Melville, New York 11747, Attention of Stephen M. Zajac (Telecopy No. (631) 755-5184), or by email to Stephen.Zajac@chase.com; and

(iv) if to the Swingline Lender, to it at 395 North Service Road, Melville, New York 11747, Attention of Stephen M. Zajac (Telecopy No. (631) 755-5184), or by e-mail to Stephen.Zajac@chase.com; and

(v) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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Section 9.02 Waivers; Amendments.

(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that (x) no such agreement shall, without the written consent of each Lender affected thereby:

(i) increase the Commitment of any Lender,

(ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,

(iii) except as set forth in Section 2.21 hereof, postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, ,

(iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, or

(v) release any material portion of the Collateral, except in accordance with the terms of this Agreement;

(vi) release any Guarantor from its Subsidiary Guarantee, or limit any Guarantor’s liability with respect to its Guaranty, except that the Administrative Agent may release from its Subsidiary Guarantee any Guarantor which (w) sells all or substantially all of its assets in accordance with Section 6.04 hereof, (x) encumbers any of its assets as permitted under Section 6.03 hereof, (y) does not own any Property or (z) is a Non-Material Guarantor;

(y) no such agreement shall, without the written consent of a Super-Majority of the Lenders, change the definition of “Loan-to-Value Ratio”; and

(z) no such agreement shall, without the written consent of all Lenders, change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder;

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provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender.

Section 9.03 Expenses; Indemnity; Damage Waiver.

(a) The Borrower shall pay

(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including, without limitation, (1) the reasonable fees, charges and disbursements of counsel for the Administrative Agent, (2) in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the reasonable fees and expenses of any financial advisor or consultant retained or hired by the Administrative Agent to advise on the enforcement or protection of the rights of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (4) the costs of any environmental reports, reviews or Appraisals commissioned by the Administrative Agent as permitted hereunder,

(ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided, however, that the attorney’s fees and disbursements for which the Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for the Administrative Agent and (B) counsel for all of the Lenders as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(ii) shall be limited to the reasonable non-duplicative costs and expenses of the Administrative Agent. For purposes of this Section 9.03(a)(ii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Lenders as a group shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the same law firm representing the Administrative Agent).

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of

(i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,

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(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),

(iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries; it being understood and agreed that any such indemnity is in addition to, and not in limitation of, any indemnification provided for in the Environmental Indemnity, or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of any Indemnitee. In addition, the indemnification set forth in this Section 9.03(b) in favor of any Related Party shall be solely in their respective capacities as a director, officer, agent or employee, as the case may be.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

Section 9.04 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that

(i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and

(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be

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construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment; and

(C) the Issuing Bank.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and after giving effect to such transfer, the amount of the assigning Lender’s Commitment or Loans would not be less than $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive as to the name and Commitment of each Lender, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more Qualified Institutions (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

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(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. In any event, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the Transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York pursuant to Section 5-1401 of the General Obligations Law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a non-appealable final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the first sentence of paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

76

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed

(a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors actively involved in the administration or enforcement of the Loans or in any current or prospective relationship with the Borrower and its Subsidiaries or in connection with an internal purposes related to credit review, portfolio analysis or otherwise (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),

(b) to the extent requested by any regulatory authority,

(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided, however, that in the event Administrative Agent or any Lender receives a subpoena or other legal process to disclose confidential information to any party, Administrative Agent or such Lender shall, if legally permitted, endeavor to notify Borrower thereof as soon as possible after receipt of such request, summons or subpoena, provided, however, that in the event that the Administrative Agent or any Lender receives a subpoena or other legal process to disclose confidential information to any party, the Administrative Agent or such Lender shall, if legally permitted, endeavor to notify the Borrower thereof as soon as possible after receipt of such request, summons or subpoena so that the Borrower may seek protective order or other appropriate remedy, provided that no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Administrative Agent or such Lender,

(d) to any other party to this Agreement,

(e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder,

(f) subject to an agreement or electronic acknowledgment (i.e., Intralinks) containing provisions substantially the same as those of this Section and provided that Borrower’s written consent is obtained before disclosure to any prospective assignee, Participant or counterparty which is not a Qualified Institution, to:

(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or

(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,

(g) with the consent of the Borrower, or

(h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower.

77

For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.13 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

78

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GETTY REALTY CORP.

By

Name:

Title:

JPMORGAN CHASE BANK, N.A., as a

Lender, Administrative Agent and Collateral Agent

By

Name: Alicia T. Schreibstein

Title: Vice President

J.P. MORGAN SECURITIES LLC, as Joint

Bookrunner and Joint Lead Arranger

By

Name:

Title:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunner and Joint Lead Arranger

By

Name:

Title:

TD BANK, N.A., as Joint Bookrunner, Joint Lead Arranger and Documentation Agent

By

Name:

Title:

BANK OF AMERICA, N.A., as a Lender and Syndication Agent

By

Name:

Title:

TORONTO DOMINION BANK, as a Lender

By

Name:

Title:

KEYBANK, N.A., as a Lender

By

Name:

Title:

ROYAL BANK OF CANADA, as a Lender

By

Name:

Title:

CAPITAL ONE BANK, N.A., as a Lender

By

Name:

Title:

WELLS FARGO BANK, N.A., as a Lender

By

Name:

Title:

ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender

By

Name:

Title:

SCHEDULE 1.01

DESCRIPTION OF LUKOIL DISPUTE

In connection with Marketing’s bankruptcy proceedings, on December 29, 2011, Marketing filed a lawsuit against Lukoil Americas Corporation and its wholly-owned subsidiary Lukoil North America LLC (collectively, “Lukoil Americas”) asserting, among other claims, that Lukoil fraudulently transferred substantially all of Marketing’s assets with value and positive cash flow from Marketing to Lukoil Americas (the “Lukoil Complaint”). Pursuant to the terms of the Stipulation, the Liquidating Trustee will pursue the Lukoil Complaint for the benefit of the Marketing Estate. It is possible that the Liquidating Trustee may be successful in pursuing claims against Lukoil Americas and therefore it is possible that we may ultimately recover a portion of our claims against Marketing including our post-petition administrative claims, which have priority over other creditors’ claims, and our pre-petition claims.

SCHEDULE 2.01

COMMITMENTS

Lender Group	$150mm Revolving Credit Allocation		$25mm Term Loan Allocation		Total Allocation
JPM Morgan Chase Bank, N.A.	$	23,571,428.57	$	3,928,571.43	$	27,500,000.00
Bank of America, N.A.	$	23,571,428.57	$	3,928,571.43	$	27,500,000.00
Toronto Dominion Bank	$	23,571,428.57	$	3,928,571.43	$	27,500,000.00
KeyBank, N.A.	$	21,428,571.43	$	3,571,428.57	$	25,000,000.00
Royal Bank of Canada	$	19,285,714.28	$	3,214,285.72	$	22,500,000.00
Capital One Bank, N.A.	$	15,000,000.00	$	2,500,000.00	$	17,500,000.00
Wells Fargo Bank, N.A.	$	15,000,000.00	$	2,500,000.00	$	17,500,000.00
Israel Discount Bank of New York	$	8,571,428.58	$	1,428,571.42	$	10,000,000.00
Total	$	150,000,000.00	$	25,000,000.00	$	175,000,000.00

SCHEDULE 2.06

EXISTING LETTERS OF CREDIT

Name	Amount		Date	Beneficiary
Letter of Credit Number: C-295204	$	25,000	June 1, 2011	Travelers Indemnity Company
Letter of Credit Number: C-296972	$	101,000	January 23, 2012	National Union Fire Insurance

SCHEDULE 3.01

OWNERSHIP CHART

(immediately follows)

SCHEDULE 3.05(C)(1)

MORTGAGE PROPERTIES

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
01		30200	FEE		302000	611 SOUTHBRIDGE STREET AUBURN, MA	Worcester
02		30201	FEE		302010	712 SOUTHBRIDGE STREET AUBURN, MA	Worcester
03		30202	FEE		302020	310 WASHINGTON STREET AUBURN, MA	Worcester
05		30204	FEE		302040	358 GREAT ROAD BEDFORD, MA	Middlesex South
07		30206	FEE		302060	154 SOUTH MAIN STREET BRADFORD, MA	Essex South
08		30207	FEE		302070	140 CAMBRIDGE STREET BURLINGTON, MA	Middlesex South
09		30208	FEE		302080	198 CAMBRIDGE STREET BURLINGTON, MA	Middlesex South
10		30217	FEE		302170	436 LANCASTER STREET LEOMINSTER, MA	Worcester
11		30211	FEE		302110	79-81 HIGH STREET DANVERS, MA	Essex South
13		30213	FEE		302130	1100 LAKEVIEW AVE. DRACUT, MA	Middlesex North
14		30214	FEE		302140	6 PEARSON BLVD. GARDNER, MA	Worcester

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
19		30219	FEE		302190	535 LYNNWAY LYNN, MA	Essex South
20		30220	FEE		302200	122 BOSTON STREET LYNN, MA	Essex South
21		30221	FEE		302210	413 LAKESIDE AVE. MARLBOROUGH, MA	Middlesex South
22		30222	FEE		302220	860 MAIN STREET MELROSE, MA	Middlesex South
23		30223	FEE		302230	138 HAVERHILL STREET METHUEN, MA	Essex North
24		30225	FEE		302250	14 NEWBURYPORT TPKE. PEABODY, MA	Essex South
25		30226	FEE		302260	85 LYNNFIELD STREET PEABODY, MA	Essex South (Registered Land)
26		30227	FEE		302270	345 BENNETT HIGHWAY REVERE AND SAUGUS, MA	Suffolk (Registered Land) And Essex South (Registered Land)
27		30228	FEE		302280	146 BOSTON STREET SALEM, MA	Essex South
28		30229	FEE		302290	271 BOSTON TPKE. SHREWSBURY, MA	Worcester
29		30230	FEE		302300	29 MAPLE AVE. SHREWSBURY, MA	Worcester
30		30231	FEE		302310	1975 MAIN STREET TEWKSBURY, MA	Middlesex North

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
32		30233	FEE		302330	356 LOWELL STREET WAKEFIELD, MA	Middlesex South
33		30234	FEE		302340	27 EAST MAIN STREET WESTBOROUGH, MA	Worcester
35		30236	FEE		302360	586 MAIN STREET WILMINGTON, MA	Middlesex North
36		30237	FEE		302370	361 MIDDLESEX AVE. WILMINGTON, MA	Middlesex North
37		30238	FEE		302380	340 GROVE STREET WORCESTER, MA	Worcester
38		30239	FEE		302390	719 SOUTHBRIDGE STREET WORCESTER, MA	Worcester
39		30240	FEE		302400	48 MADISON STREET WORCESTER, MA	Worcester
40		30241	FEE		302410	747 PLANTATION STREET WORCESTER, MA	Worcester
41		30242	FEE		302420	466 LINCOLN STREET WORCESTER, MA	Worcester
42		55300	FEE		553000	24 LOUDON ROAD CONCORD, NH	Merrimack
43		55301	FEE		553010	343 LOUDON ROAD CONCORD, NH	Merrimack
44		55302	FEE		553020	37 BIRCH STREET DERRY, NH	Rockingham
45		55303	FEE		553030	169 SILVER STREET DOVER, NH	Strafford

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
46		55304	FEE		553040	1 LONG HILL ROAD	Strafford
47		55305	FEE		553050	46 CENTRAL AVE. DOVER, NH	Strafford
48		55306	FEE		553060	100 MAST ROAD (SR 1140 GOFFSTOWN, NH	Hillsborough
50		55308	FEE		553080	126 ROUTE 125 KINGSTON, NH	Rockingham
51		55309	FEE		553090	12 - 14 NASHUA ROAD LONDONDERRY, NH	Rockingham
52		55310	FEE		553100	245 EDDY ROAD MANCHESTER, NH	Hillsborough
53		55311	FEE		553110	887 HANOVER STREET MANCHESTER, NH	Hillsborough
55		55313	FEE		553130	190 AMHERST STREET NASHUA, NH	Hillsborough
56		55314	FEE		553140	347 WEST HOLLIS STREET NASHUA, NH	Hillsborough
57		55315	FEE		553150	620 AMHERST STREET NASHUA, NH	Hillsborough
58		55316	FEE		553160	160 BROAD STREET NASHUA, NH	Hillsborough
59		55317	FEE		553170	7 HARRIS ROAD NASHUA, NH	Hillsborough
60		55318	FEE		553180	301 MAIN STREET NASHUA, NH	Hillsborough

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
62		55320	FEE		553200	137 FIRST NEW HAMPSHIRE TPKE. NORTHWOOD, NH	Rockingham
63		55321	FEE		553210	786 US HIGHWAY 1 BYPASS PORTSMOUTH, NH	Rockingham
64		55322	FEE		553220	101-1 CENTER STREET RAYMOND, NH	Rockingham
65		55323	FEE		553230	95 FARMINGTON ROAD ROCHESTER, NH	Strafford
66		55324	FEE		553240	130 WASHINGTON STREET ROCHESTER, NH	Strafford
67		55325	FEE		553250	198 MILTON ROAD ROCHESTER, NH	Strafford
68		58620	FEE		586200	ROUTES 6 & 22 BREWSTER, NY	Putnam
69		58621	FEE		586210	504 NEW ROCHELLE ROAD BRONXVILLE, NY	Westchester
70		58622	FEE		586220	2072 EAST MAIN STREET CORTLANDT MANOR, NY	Westchester
71		58623	FEE		586230	430 BROADWAY DOBBS FERRY, NY	Westchester
72		58624	FEE		586240	407 WHITE PLAINS ROAD EASTCHESTER, NY	Westchester
73		58625	FEE		586250	280 NORTH SAW MILL RIVER ROAD ELMSFORD, NY	Westchester

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
74		58626	FEE		586260	109 WEST RAMAPO ROAD GARNERVILLE, NY	Rockland
76		58628	FEE		586280	240 EAST HARTSDALE AVE. HARTSDALE, NY	Westchester
77		58629	FEE		586290	154 BROADWAY HAWTHORNE, NY	Westchester
78		58630	FEE		586300	349 ROUTE 82 HOPEWELL JUNCTION, NY	Dutchess
79		58631	FEE		586310	1110 VIOLET AVE. HYDE PARK, NY	Dutchess
81		58633	FEE		586330	808 PALMER AVE. MAMARONECK, NY	Westchester
82		58634	FEE		586340	279 BLOOMINGBURG ROAD MIDDLETOWN, NY	Orange
83		58635	FEE		586350	208 SAW MILL RIVER ROAD MILLWOOD, NY	Westchester
84		58636	FEE		586360	680 MAIN STREET MOUNT KISCO, NY	Westchester
85		58637	FEE		586370	434 GRAMATAN AVE. MOUNT VERNON, NY	Westchester
86		58638	FEE		586380	75 BROOKSIDE AVE. CHESTER, NY	Orange
87		58639	FEE		586390	409 MAIN STREET NEW PALTZ, NY	Ulster

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
88		58640	FEE		586400	657 NORTH AVE. NEW ROCHELLE, NY	Westchester
89		58641	FEE		586410	1001 ROUTE 94 NEW WINDSOR, NY	Orange
91		58643	FEE		586430	310 BROADWAY NEWBURGH, NY	Orange
92		58644	FEE		586440	246 ROUTE 17K NEWBURGH, NY	Orange
93		58645	FEE		586450	4100 ROUTE 9A & WELCHER AVE. PEEKSKILL, NY	Westchester
94		58646	FEE		586460	30 LINCOLN AVE. PELHAM, NY	Westchester
95		58647	FEE		586470	144 KING STREET PORT CHESTER, NY	Westchester
97		58650	FEE		586500	55 WASHINGTON STREET POUGHKEEPSIE, NY	Dutchess
98		58651	FEE		586510	2646 SOUTH ROAD POUGHKEEPSIE, NY	Dutchess
99		58652	FEE		586520	1061 FREEDOM PLAINS ROAD POUGHKEEPSIE, NY	Dutchess
100		58653	FEE		586530	2605 ROUTE 9 (a/k/a 428 SOUTH ROAD) POUGHKEEPSIE, NY	Dutchess
101		58654	FEE		586540	2063 NEW HACKENSACK ROAD POUGHKEEPSIE, NY	Dutchess

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
102		58655	FEE		586550	298 TITUSVILLE ROAD POUGHKEEPSIE, NY	Dutchess
103		58656	FEE		586560	69 THEODORE FREMD BLVD. RYE, NY	Westchester
104		58657	FEE		586570	826 WHITE PLAINS ROAD SCARSDALE, NY	Westchester
106		58659	FEE		586590	189 ROUTE 59 SPRING VALLEY, NY	Rockland
108		58661	FEE		586610	215 NORTH BROADWAY TARRYTOWN, NY	Westchester
110		58663	FEE		586630	8 MARBLEDALE ROAD TUCKAHOE, NY	Westchester
112		58665	FEE		586650	1468 ROUTE 9 WAPPINGERS FALLS, NY	Dutchess
113		58666	FEE		586660	3 COLONIAL AVE WARWICK, NY	Orange
114		58667	FEE		586670	116 NORTH ROUTE 303 WEST NYACK, NY	Rockland
117		58670	FEE		586700	142 TUCKAHOE ROAD YONKERS, NY	Westchester
118		58671	FEE		586710	3205 CROMPOND ROAD YORKTOWN HEIGHTS, NY	Westchester
120		58673	FEE		586730	10 WEST MERRIT BLVD (a/k/a 2410 ROUTE 9) FISHKILL, NY	Dutchess

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
121		58674	FEE		586740	290 ROUTE 211 EAST MIDDLETOWN, NY	Orange
122		58675	FEE		586750	275 ROUTE 59 EAST NANUET, NY	Rockland
124		58677	FEE		586770	174 WESTCHESTER AVE. WHITE PLAINS, NY	Westchester
128		58681	FEE		586810	80 BEDFORD ROAD KATONAH, NY	Westchester
129		40010	FEE		400100	66-610 KAMEHAMEHA HWY. HALEIWA, HI	Honolulu
130		40011	FEE		400110	3203 MONSARRAT AVE. HONOLULU, HI	Honolulu
131		40012	FEE		400120	2314 NORTH SCHOOL STREET HONOLULU, HI	Honolulu
132		40014	FEE		400140	215 SOUTH VINEYARD BLVD. HONOLULU, HI	Honolulu
133		40015	FEE		400150	2025 KALAKAUA AVE. HONOLULU, HI	Honolulu
134		40019	FEE		400190	46-004 KAMEHAMEHA HWY. HONOLULU, HI	Honolulu
135		40020	FEE		400200	47-515 KAMEHAMHA HWY. KANEOHE, HI	Honolulu
136		40023	FEE		400230	85-830 FARRINGTON HWY. WAIANAE, HI	Honolulu
137		40024	FEE		400240	87-1942 FARRINGTON HWY. WAIANAE, HI	Honolulu

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
138		40026	FEE		400260	94-780 FARRINGTON HWY. WAIPAHU, HI	Honolulu
139		29101	FEE		29101	11055 BALTIMORE AVENUE BELTSVILLE, MD	PRINCE GEORGE’S
140		29102	FEE		29102	11417 CHERRY HILL ROAD BELTSVILLE, MD	PRINCE GEORGE’S
141		29103	FEE		29103	10405 BALTIMORE AVENUE BELTSVILLE, MD	PRINCE GEORGE’S
142		29104	FEE		29104	4040 POWDER MILL ROAD BELTSVILLE, MD	PRINCE GEORGE’S
143		29105	FEE		29105	5650 ANNAPOLIS ROAD BLADENSBURG, MD	PRINCE GEORGE’S
144		29106	FEE		29106	16450 HARBOUR WAY BOWIE, MD	PRINCE GEORGE’S
145		29107	FEE		29107	8901 CENTRAL AVENUE CAPITAL HEIGHTS, MD	PRINCE GEORGE’S
146		29108	FEE		29108	6441 COVENTRY WAY CLINTON, MD	PRINCE GEORGE’S
147		29109	FEE		29109	7110 BALTIMORE AVENUE COLLEGE PARK, MD	PRINCE GEORGE’S
148		29110	FEE		29110	8401 BALTIMORE AVENUE COLLEGE PARK, MD	PRINCE GEORGE’S
149		29111	FEE		29111	5921 MARLBORO PIKE DISTRICT HEIGHTS, MD	PRINCE GEORGE’S

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
150		29112	FEE		29112	5520 MARLBORO PIKE DISTRICT HEIGHTS, MD	PRINCE GEORGE’S
151		29113	FEE		29113	7631 MARLBORO PIKE FORESTVILLE, MD	PRINCE GEORGE’S
152		29114	FEE		29114	10815 INDIAN HEAD HIGHWAY FORT WASHINGTON, MD	PRINCE GEORGE’S
153		29115	FEE		29115	7619 GREENBELT ROAD GREENBELT, MD	PRINCE GEORGE’S
154		29116	FEE		29116	6727 RIGGS ROAD HYATTSVILLE, MD	PRINCE GEORGE’S
155		29117	FEE		29117	3200 QUEENS CHAPEL ROAD HYATTSVILLE, MD	PRINCE GEORGE’S
156		29118	FEE		29118	7106 MARTIN L. KING JR. HIGHWAY LANDOVER, MD	PRINCE GEORGE’S
157		29119	FEE		29119	7545 LANDOVER ROAD LANDOVER, MD	PRINCE GEORGE’S
158		29120	FEE		29120	6579 ANNAPOLIS ROAD LANDOVER HILLS, MD	PRINCE GEORGE’S
159		29121	FEE		29121	5806 LANDOVER ROAD LANDOVER HILLS, MD	PRINCE GEORGE’S
160		29122	FEE		29122	9500 LANHAM SEVERN ROAD LANHAM, MD	PRINCE GEORGE’S
161		29123	FEE		29123	8850 GORMAN ROAD LAUREL, MD	HOWARD

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
162		29124	FEE		29124	801 WASHINGTON BLVD. LAUREL, MD	PRINCE GEORGE’S
163		29125	FEE		29125	3384 FORT MEADE ROAD LAUREL, MD	ANNE ARUNDEL
164		29126	FEE		29126	7801 SANDY SPRING ROAD LAUREL, MD	PRINCE GEORGE’S
165		29127	FEE		29127	15151 SWEITZER LANE LAUREL, MD	PRINCE GEORGE’S
166		29128	FEE		29128	14701 BALTIMORE AVENUE LAUREL, MD	PRINCE GEORGE’S
167		29129	FEE		29129	5622 ST. BARNABAS ROAD OXON HILL, MD	PRINCE GEORGE’S
168		29130	FEE		29130	6631 RIVERDALE ROAD RIVERDALE, MD	PRINCE GEORGE’S
169		29131	FEE		29131	6117 BALTIMORE BLVD. RIVERDALE, MD	PRINCE GEORGE’S
170		29132	FEE		29132	6400 CENTRAL AVENUE SEAT PLEASANT, MD	PRINCE GEORGE’S
171		29134	FEE		29134	3000 COLEBROOKE DRIVE SUITLAND, MD	PRINCE GEORGE’S
172		29135	FEE		29135	4747 SIVLER HILL ROAD SUITLAND, MD	PRINCE GEORGE’S
173		29136	FEE		29136	3399 BRANCH AVENUE TEMPLE HILLS, MD	PRINCE GEORGE’S

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
174		29137	FEE		29137	10350 CAMPUS WAY SOUTH UPPER MARLBORO, MD	PRINCE GEORGE’S
175		29138	FEE		29138	15797 LIVINGSTON ROAD ACCOKEEK, MD	PRINCE GEORGE’S

SCHEDULE3.05(C)(2)

ADDITIONAL LEASED PROPERTIES

Property #	Address	City	State
6	1672 86th St.	Brooklyn	NY
7	161-51 Baisley Blvd	Jamaica	NY
8	75-41 Yellowstone Blvd	Rego Park	NY
16	98-21 Rockaway Blvd	Ozone Park	NY
17	1780 Coney Island Ave	Brooklyn	NY
20	1810 Cross Bronx Exp.	Bronx	NY
53	510 Suffolk Ave	Brentwood	NY
54	172 Howells Rd	Bay Shore	NY
70	564 Montauk Highway	West Islip	NY
74	43 Lake Street	White Plains	NY
78	1800 Central Ave	Yonkers	NY
82	32 Belle Ave	Ossining	NY
93	4350 Boston Post Rd	Pelham Manor	NY
100	140 Franklin Turnpike	Mahwah	NJ
103	200 Westchester Ave	Port Chester	NY
115	3400-08 Baychester Ave	Bronx	NY
116	128 East Main St	Elmsford	NY
126	4302 Ft Hamilton Pwy	Brooklyn	NY
128	2504 Harway Ave	Brooklyn	NY
146	837 Route 6	Mahopac	NY
152	3337 Boston Rd	Bronx	NY
159	245 Route 52	Carmel	NY
169	1499 Route 9	Wappingers Falls	NY
186	1915 Bruckner Blvd	Bronx	NY
195	6126 Amboy Rd	Staten Island	NY
212	348 E 106th St	New York	NY
218	69-05 Elliot Ave	Middle Village	NY
219	4925 Vandam St	Long Island City	NY
223	6418 8th Avenue	Brooklyn	NY
225	100-17 Beach Channel Dr	Rockaway Beach	NY
228	1881 Utica Ave	Brooklyn	NY
229	125 Kings Highway	Brooklyn	NY
234	1125-27 Richmond Terrace	Staten Island	NY
235	1820 Richmond Road	Staten Island	NY
254	1700 Georges Rd. Route 130	North Brunswick	NJ
258	1413 Edward L Grant Hwy	Bronx	NY
264	2590 Bailey Ave	Bronx	NY

Property #	Address	City	State
266	5805 Broadway	Bronx	NY
268	1185 Bronx River Ave	Bronx	NY
270	2400 E Tremont Ave	Bronx	NY
277	3031 Bailey Ave	Bronx	NY
278	944 Central Park Ave	Yonkers	NY
288	Route 36 & Ave D	Atlantic Highlands	NJ
299	481 Union Ave	Westbury	NY
301	357 No Broadway	Sleepy Hollow	NY
312	166-02 Northern Blvd	Flushing	NY
319	120 Moffatt Road	Mahwah	NJ
323	3083 Webster Ave	Bronx	NY
324	4000 Hylan Blvd	Staten Island	NY
325	1168 Pleasantville Road	Briarcliff Manor	NY
329	1441 Westchester Ave	Bronx	NY
331	6571 Broadway	Bronx	NY
332	600 South Pelham Pwky.	Bronx	NY
334	5818 18Th Ave	Brooklyn	NY
336	64-23 7Th Ave	Brooklyn	NY
339	4880 Broadway	New York	NY
340	89 St Nicholas Place	New York	NY
342	65-15 Cooper Ave	Glendale	NY
343	156-07 Rockaway Blvd	Ozone Park	NY
350	69 Pascack Road	Spring Valley	NY
360	323 Jericho Turnpike	Smithtown	NY
363	350 Rockaway Tpke	Cedarhurst	NY
365	1324 East Putnam Ave	Old Greenwich	CT
374	32 Route 59	Nyack	NY
411	3513 Atlantic Ave	Brooklyn	NY
425	570 Sunrise Hwy	West Islip	NY
427	1160 Straight Path	West Babylon	NY
432	999 Route 25A	Stony Brook	NY
439	2840 Pond Road	Lake Ronkonkoma	NY
444	515 Montauk Highway	Bay Shore	NY
460	295 Central Ave	Bethpage	NY
462	1714 New York Ave	Huntington Station	NY
507	520 Broad Ave	Ridgefield	NJ
537	1000 Motor Pkwy & Joshua	Central Islip	NY
544	190 Aqueduct Road	White Plains	NY
546	56-02 Broadway	Woodside	NY
552	655 Port Washington Blvd	Port Washington	NY

Property #	Address	City	State
568	36-02 21St St. & 36Th Ave.	Long Island City	NY
569	1508 Fifth Avenue	Bay Shore	NY
574	3230 Route 22	Patterson	NY
576	331 Tuckahoe Road	Yonkers	NY
577	719 Bronx River Rd	Yonkers	NY
578	1 Boston Post Rd	Rye	NY
579	185 North Highland Ave	Ossining	NY
581	1267 Fairfield Ave.	Bridgeport	CT
584	265 Main Street	Cromwell	CT
585	611 Main Street	East Hartford	CT
587	Route 32 & Route 87 - Box 17-A	Franklin	CT
589	176 Tolland Tpke	Manchester	CT
590	934-938 E. Main Street	Meriden	CT
591	612 Norwich-Salem Turnpike	Oakdale	CT
595	222 Danbury Rd	New Milford	CT
596	195 State Street	North Haven	CT
598	170 Taftville - Occum Rd	Norwich	CT
599	1096 Portland Cobalt Road	Portland	CT
600	309 Putnam Rd.	Wauregan	CT
601	398 Main Street	Southington	CT
606	216 Merrow Road	Tolland	CT
607	531 N.Main St.	Union City	CT
612	540 Derby Avenue	West Haven	CT
613	1830 E. State Street	Westport	CT
624	30 W. State Street	Granby	MA
625	123 Main St.	Great Barrington	MA
626	13 Russell St.	Hadley	MA
627	705 South Main Street	Lanesborough	MA
628	27 Palmer Rd	Monson	MA
629	148 Eagle St.	North Adams	MA
630	326 State Road	North Adams	MA
632	186 Wahconah St.	Pittsfield	MA
633	1030 South Street	Pittsfield	MA
635	19 Bridge St.	South Hadley	MA
637	2221 Main St. & Carew	Springfield	MA
638	1100 Page Blvd.	Springfield	MA
643	278 Elm Street	Westfield	MA
647	2 Pleasantville Rd.	Ossining	NY
652	R.D.#1 Route 130	Beverly	NJ
655	4431 Route 9	Freehold	NJ

Property #	Address	City	State
658	4545 Us Highway 9 (North)	Howell	NJ
659	321 Rte 440 South	Jersey City	NJ
661	100 White Horse Pike	Lawnside	NJ
665	1292 Rt 22 East	North Plainfield	NJ
667	639 Rte 17 South	Paramus	NJ
671	2401 Route 22 West	Union	NJ
675	P.O.Box 505 Rt 206	Andover	NJ
676	Rte107 & Glen Cove Rd.	Glen Head	NY
677	381 North Ave.	New Rochelle	NY
679	154 South Main Street	Torrington	CT
680	208 Foxon Road	North Branford	CT
681	1258 Middle Country Rd	Selden	NY
683	407 West Main Street	Meriden	CT
687	47 Wolcott Rd.	Wolcott	CT
703	530 Franklin Ave	Franklin Square	NY
709	2955 Cropsey Ave	Brooklyn	NY
751	630 Lincoln Hwy Rt 1	Fairless Hills	PA
6151	105 West Street	Bristol	CT
6152	1053 Farmington Ave.	Bristol	CT
6153	228 Pine Street	Bristol	CT
6154	948 Pine Street	Bristol	CT
6155	368 West High Street	Cobalt	CT
6156	384 Main Street	Durham	CT
6157	1 Main Street	Ellington	CT
6158	56 Enfield Street	Enfield	CT
6159	1387 Farmington Ave.	Farmington	CT
6160	867 Wethersfield Ave.	Hartford	CT
6161	923 Maple Ave.	Hartford	CT
6162	1101 East Main Street	Meriden	CT
6163	619 South Main Street	Middletown	CT
6164	710 West Main Street	New Britain	CT
6165	194 Kelsey Street	Newington	CT
6166	105 Washington Ave.	North Haven	CT
6167	67 East Main Street	Plainville	CT
6168	699 Main Street	Plymouth	CT
6169	875 Windham Road	South Windham	CT
6170	856 Sullivan Ave.	South Windsor	CT
6171	801 Thompsonville Road	Suffield	CT
6172	506 Talcotville Road	Vernon	CT
6173	720 North Colony Road	Wallingford	CT

Property #	Address	City	State
6175	1030 Hamilton Ave.	Waterbury	CT
6176	1676 Watertown Ave.	Waterbury	CT
6177	467 Wolcott Street	Waterbury	CT
6178	1219 Main Street	Watertown	CT
6179	930 Silas Deane Highway	Wethersfield	CT
6180	528 Main Street	West Haven	CT
6181	1309 Boston Post Road	Westbrook	CT
6182	1440 West Main Street	Willimantic	CT
6184	245 Ella Grasso Highway	Windsor Locks	CT
6185	269 Main Street	Windsor Locks	CT
6722	1030 Blue Hills Road	Bloomfield	CT
6742	36 Danbury Road	Ridgefield	CT
6743	2098 Fairfield Avenue	Bridgeport	CT
6744	331 West Avenue	Norwalk	CT
6748	16 Long Ridge Road	Stamford	CT
6751	1235 Park Avenue	Bridgeport	CT
6753	1464 Fairfield Avenue	Bridgeport	CT
6756	2750 North Ave.	Bridgeport	CT
6759	241 Kimberly Avenue	New Haven	CT
6762	179 Noroton & West Aves	Darien	CT
6764	271 Post Road East	Westport	CT
6765	224 Magee Avenue	Stamford	CT
6766	3050 Whitney Ave	Hamden	CT
6768	59 West Broad Street	Stamford	CT
6771	1046 Boston Post Road	Guilford	CT
6777	300 Bridgeport Avenue	Milford	CT
6778	265 Boston Avenue	Stratford	CT
6781	231 Cherry St	Milford	CT
6782	721 Kings Hwy	Fairfield	CT
6813	813 Federal Road	Brookfield	CT
6819	206 Main Ave.	Norwalk	CT
6822	886 Hartford Rd.	Manchester	CT
6826	1919 Broad St.	Hartford	CT
6831	158 Fitch St.	New Haven	CT
6834	242 S. Salem Rd.	Ridgefield	CT
6836	3725 Madison Avenue	Bridgeport	CT
6837	210 Danbury Rd.	Wilton	CT
6852	578 S Main St	Middletown	CT
6853	126 South Road	Enfield	CT
6864	1022 Burnside Avenue	East Hartford	CT

Property #	Address	City	State
6865	749 Main Street	Watertown	CT
6871	441 West Avon Road	Avon	CT
6872	339 Old Hartford Road	Colchester	CT
8644	4700 Kirkwood Highway	Wilmington	DE
8645	3506 Phil-Wilm Pike	Claymont	DE
8667	1147 Christiana Road	Newark	DE
8676	1712 Lovering Ave.	Wilmington	DE
28025	23 Main St.	Fairfield	ME
28027	515 Lisbon St	Lewiston	ME
28052	Main And Elm Sts	Biddeford	ME
28206	211 Lisbon Road	Lisbon	ME
28207	Lisbon & Union Streets	Lisbon Falls	ME
28208	460-464 Warren Avenue	Portland	ME
28215	161 Bridgton Road	Westbrook	ME
28222	207 Broadway	South Portland	ME
28223	510 Sabattus Street	Lewiston	ME
28227	393 Western Avenue Suite 1-3	Augusta	ME
29101	11055 Baltimore Ave.	Beltsville	MD
29102	11417 Cherry Hill Road	Beltsville	MD
29103	10405 Baltimore Ave.	Beltsville	MD
29104	4040 Powder Mill Road	Beltsville	MD
29105	5650 Annapolis Road	Bladensburg	MD
29106	16450 Harbour Way	Bowie	MD
29107	8901 Central Ave.	Capitol Heights	MD
29108	6441 Coventry Way	Clinton	MD
29109	7110 Baltimore Ave.	College Park	MD
29110	8401 Baltimore Ave.	College Park	MD
29111	5921 Marlboro Pike	District Heights	MD
29112	5520 Marlboro Pike	District Heights	MD
29113	7631 Marlboro Pike	Forestville	MD
29114	10815 Indian Head Highway	Fort Washington	MD
29115	7619 Greenbelt Road	Greenbelt	MD
29116	6727 Riggs Road	Hyattsville	MD
29117	3200 Queens Chapel Road	Hyattsville	MD
29118	7106 Martin L. King Jr. Hwy.	Landover	MD
29119	7545 Landover Road	Landover	MD
29120	6579 Annapolis Road	Landover Hills	MD
29121	5806 Landover Road	Landover Hills	MD
29122	9500 Lanham Severn Road	Lanham	MD
29123	8850 Gorman Road	Laurel	MD

Property #	Address	City	State
29124	801 Washington Blvd.	Laurel	MD
29125	3384 Fort Meade Road	Laurel	MD
29126	7801 Sandy Spring Road	Laurel	MD
29127	15151 Sweitzer Lane	Laurel	MD
29128	14701 Baltimore Ave.	Laurel	MD
29129	5622 St. Barnabas Road	Oxon Hill	MD
29130	6631 Riverdale Road	Riverdale	MD
29131	6117 Baltimore Blvd.	Riverdale	MD
29132	6400 Central Ave.	Seat Pleasant	MD
29134	3000 Colebrooke Drive	Suitland	MD
29135	4747 Silver Hill Road	Suitland	MD
29136	3399 Branch Ave.	Temple Hills	MD
29137	10350 Campus Way South	Upper Marlboro	MD
29138	1597 Livingston Road	Accokeek	MD
29815	353 Baltimore Boulevard	Westminster	MD
29817	Us Rt #11	Williamsport	MD
30161	65 Main Street	Milford	MA
30317	1744 Centre St.	West Roxbury	MA
30324	1 Powder Mill Rd	Maynard	MA
30326	221 Main St.	Gardner	MA
30327	663 Washington St	Stoughton	MA
30331	295 Mass. Ave.	Arlington	MA
30332	484 Broadway	Methuen	MA
30344	245 N. Main St.	Randolph	MA
30352	110 Galen St.	Watertown	MA
30374	22 Bridge Street	Dedham	MA
30375	4 Whiting Street	Hingham	MA
30392	61 Homer Avenue	Ashland	MA
30393	325 Washington St	Woburn	MA
30404	563 Trapelo Rd.	Belmont	MA
30409	792 Truman Hywy	Hyde Park	MA
30411	2081 Revere Beach Parkway	Everett	MA
30429	63 S. Washington St.	North Attleboro	MA
30436	527 Grafton Street	Worcester	MA
30438	835 Rockdale Ave. (North	New Bedford	MA
30445	150 Plymouth Ave	Fall River	MA
30457	609 Park Ave.	Worcester	MA
30458	East Main St	Webster	MA
30466	185 Mechanic St	Clinton	MA
30468	10 Main St.	Foxborough	MA

Property #	Address	City	State
30472	564 Main St.	Clinton	MA
30488	112 Barnstable Rd	Hyannis	MA
30515	331 Bennington St	Boston	MA
30521	964 Boylston St	Newton	MA
30524	40 Davis Straits	Falmouth	MA
30545	30 Lowell Street	Methuen	MA
30546	399 Webster Street	Rockland	MA
30552	1052 S. Main Street	Bellingham	MA
30553	531 Mt Pleasant St	New Bedford	MA
30558	421 Taunton Avenue	Seekonk	MA
30559	571 Main St.	Walpole	MA
30561	785 Turnpike Street	North Andover	MA
30562	1 Oak Hill Road	Westford	MA
30600	309 Chelmsford Street	Lowell	MA
30602	481 Washington Street	Auburn	MA
30603	245 Haverhill Street	Methuen	MA
30604	9 Haverhill Road	Amesbury	MA
30605	71 East Main Street	Georgetown	MA
30610	581 Boston Post Rd	Billerica	MA
30612	679 Main St.	Chatham	MA
30615	709 Main St. (Rt. 39)	Harwich	MA
30618	801 Lakeview Ave	Lowell	MA
30619	163-164 Pelham Street	Methuen	MA
30623	96 Cranberry Hwy Po Bx991	Orleans	MA
30624	1-1/2 Sylvan Street	Peabody	MA
30625	60-70 Franklin Street	Quincy	MA
30627	94 Jackson Street	Salem	MA
30629	869 Main St (Rt 38)	Tewksbury	MA
30631	714 W Falmouth Hwy	Falmouth	MA
30633	262 Groton Road	Westford	MA
30634	317 Montvale Ave.	Woburn	MA
30635	476 Main Street	Yarmouthport	MA
30636	724 Bedford St	Bridgewater	MA
30648	321 Adams Street	Dorchester	MA
30652	860 Southbridge St.	Auburn	MA
30653	2 Summer St & James St.	Barre	MA
30654	390 Belmont Street	Worcester	MA
30657	1177 No. Main Street	Clinton	MA
30658	974 Southbridge Street	Worcester	MA
30662	71 East Central Street	Franklin	MA

Property #	Address	City	State
30663	77 Highland Street	Worcester	MA
30664	199 Falmouth Road	Hyannis	MA
30665	288 Central Street	Leominster	MA
30666	248 Lincoln Street	Worcester	MA
30669	48 West Main Street	Northborough	MA
30672	21 West Boylston Street	West Boylston	MA
30674	176 Worcester Rd.	Southbridge	MA
30676	1308 State Hwy (Rte. 28)	South Yarmouth	MA
30677	205 Worcester Road	Sterling	MA
30678	318 Boston Road	Sutton	MA
30679	1107 Pleasant Street	Worcester	MA
30681	Rt.140,Main St. & Hartford Pk	Upton	MA
30683	11 Milk Street	Westborough	MA
30684	570 Main Street	Harwichport	MA
30685	30 Chandler Street	Worcester	MA
30686	193 Southwest Cutoff	Worcester	MA
30687	942 South Street	Fitchburg	MA
30688	702 West Boylston Street	Worcester	MA
30691	90 Worcester Street	North Grafton	MA
30693	109 South Main Street	Oxford	MA
30694	54 Stafford Street	Worcester	MA
30695	223 Main Street	Athol	MA
30697	1264 Grafton Street	Worcester	MA
30700	1660 Worcester Road	Framingham	MA
30702	Cape Road (Rt. 140) & Water St	Milford	MA
30704	2 Hartford Avenue	Uxbridge	MA
30713	274 High Street	Lowell	MA
40000	4810 East Highland Drive	Jonesboro	AR
40001	17055 Lakewood Blvd.	Bellflower	CA
40002	6001 Goodyear Road	Benicia	CA
40003	46651 Dillon Road	Coachella	CA
40004	690 El Cajon Blvd.	El Cajon	CA
40005	903 Ventura Street	Fillmore	CA
40006	15933 Main Street	Hesperia	CA
40007	8471 Walker Street	La Palma	CA
40008	13236 Poway Road	Poway	CA
40009	1110 West Gladstone Street	San Dimas	CA
40030	750 East 25Th Street	Baltimore	MD
40031	2207 North Howard Street	Baltimore	MD
40032	8300 Baltimore National Pike	Ellicott City	MD

Property #	Address	City	State
40033	1102 South Fayetteville Street	Asheboro	NC
40035	120 South Linville Road	Kernersville	NC
40038	722 Highway Street	Madison	NC
40039	1002 Us Highway 70 East	New Bern	NC
40041	3100 Old Hollow Road	Walkertown	NC
40042	634 South Main Street	Walnut Cove	NC
40043	4206 Reidsville Road	Winston Salem	NC
40044	Hwy. 85 & Interstate 94	Belfield	ND
40045	24 Allenstown Road	Allenstown	NH
40046	4 Technology Drive	Bedford	NH
40047	28 West River Road	Hooksett	NH
40048	1731 East Division Street	Arlington	TX
40049	1600 Wells Branch Parkway	Austin	TX
40050	5301 North Lamar Blvd.	Austin	TX
40051	13201 Fm (Ranch Road) 620 N	Austin	TX
40051	13201 Fm (Ranch Road) 620 N	Austin	TX
40052	3501 Harwood Road	Bedford	TX
40053	901 South Bell Blvd.	Cedar Park	TX
40054	5301 North Beach Street	Fort Worth	TX
40054	5301 North Beach Street	Fort Worth	TX
40055	307 East Fm 2410	Harker Heights	TX
40055	307 East Fm 2410	Harker Heights	TX
40056	11912 Old Galveston Road	Houston	TX
40056	11912 Old Galveston Road	Houston	TX
40057	103 North Main	Keller	TX
40057	103 North Main	Keller	TX
40058	300 East Corporate Drive	Lewisville	TX
40059	318 West Main Street	Midlothian	TX
40060	5800 Davis Blvd.	North Richland Hills	TX
40061	2201 I-35 South	San Marcos	TX
40062	12310 Nw H.K.Dodgen Loop	Temple	TX
40062	12310 Nw H.K.Dodgen Loop	Temple	TX
40063	5745 Highway 121	The Colony	TX
40064	100 South New Road	Waco	TX
40064	100 South New Road	Waco	TX
40065	801 North Holman Street	Brookland	AR
40066	2028 North Church Street	Jonesboro	AR
55211	Danforth Circle	Derry	NH
55234	70 Plaistow Road	Plaistow	NH
55236	18 High Street	Somersworth	NH

Property #	Address	City	State
55237	164 Main Street And Granite	Salem	NH
55238	2 Mohawk Drive	Londonderry	NH
55239	129 South Main Street	Rochester	NH
55244	605 Daniel Webster Hwy	Merrimack	NH
55245	485 Amherst St	Nashua	NH
55246	135 Bridge Street	Pelham	NH
55247	219 Pembroke Street	Pembroke	NH
55249	Route 11 & Ten Rod Rd	Rochester	NH
55250	74 Hancock Street	Rochester	NH
55253	463 High Street	Somersworth	NH
55254	108 Portsmouth Ave.	Exeter	NH
55256	Rt 101	Candia	NH
55257	Rt 125	Epping	NH
55258	1890 Dover Road	Epsom	NH
55261	4 Amherst Street	Milford	NH
55265	1815 Woodbury Ave	Portsmouth	NH
55267	233 S. Broadway	Salem	NH
55268	587 Lafayette Road	Seabrook	NH
55274	32 Bridge Street	Pelham	NH
56003	81 Route #94	Mcafee	NJ
56025	124 W. Mt.Pleasant Ave.	Livingston	NJ
56027	1296 Rt. 33 & Hamilton Sq	Trenton	NJ
56047	661 Bloomfield Ave	Nutley	NJ
56048	182 Pennington Ave.	Trenton	NJ
56051	1940 Rt 34 & Allenwood Rd	Wall Township	NJ
56056	2352 Morris Avenue (Rahway	Union	NJ
56062	Rts #571 & #535	Cranbury	NJ
56073	208 Branchport Avenue	Long Branch	NJ
56075	1101 E. Jersey St. (Madis	Elizabeth	NJ
56082	158 W. Sylvania Avenue	Neptune City	NJ
56084	8 Stonehouse Road	Basking Ridge	NJ
56086	1545 Hurffville Road	Deptford	NJ
56087	2061 Fellowship & Springdale R	Cherry Hill	NJ
56088	401 Egg Harbor Road	Sewell	NJ
56092	Rt #31 & Bartles Corner Road	Flemington	NJ
56096	75 Springside & Woodlane Rds.	Westampton Twp	NJ
56101	1870 Kuser Rd.	Trenton	NJ
56109	16Th & F Sts.	Belmar	NJ
56113	Route #71 & Wall Road	Spring Lake	NJ
56118	1213 Route 27	Franklin Twp.	NJ

Property #	Address	City	State
56119	29 Route 12 & Broad Street	Flemington	NJ
56131	141 Kings Highway	Mt. Royal	NJ
56139	119 Godwin Avenue	Midland Park	NJ
56142	263 E. 29Th St & Rt. 20	Paterson	NJ
56145	3639 Route 9 (North)	Freehold	NJ
56156	1 West 9Th Street	Ocean City	NJ
56167	414 Route 206	Hillsborough	NJ
56169	128 Chestnut Ridge Rd & Lake	Montvale	NJ
56206	Route #1 And Washington R	Princeton	NJ
56215	1705 Route 33 (Corlies Ave)	Neptune	NJ
56252	473 Main Street	Belleville	NJ
56255	2501 Bridge Ave.	Point Pleasant	NJ
56260	1413 North Broad Street	West Deptford	NJ
56263	176 West End Avenue	Somerville	NJ
56276	1490 Bergen Boulevard	Fort Lee	NJ
56294	592 Route 70	Brick	NJ
56297	650 Route 15 South	Lake Hopatcong	NJ
56326	2551 Brunswick Ave.	Trenton	NJ
56803	125 N.Washington Ave.(Hic	Bergenfield	NJ
56847	1112 Route #22 Summit Rd	Mountainside	NJ
56852	134 Nj Rt. #4 (East Bound	Englewood	NJ
56869	749 Lyons Avenue	Irvington	NJ
56873	989 Somerset St.	Watchung	NJ
56877	Shunpike & Green Village	Green Village	NJ
56886	1060 Stuyvesant Ave	Irvington	NJ
56891	171 Bloomfield Ave. (Berk	Bloomfield	NJ
56892	88 E. Mcfarlan St	Dover	NJ
56893	Bordentown Ave. & Ernston	Parlin	NJ
56897	2510 Tonnelle Ave.(N.Berg	North Bergen	NJ
56899	N.J. Route #17 -(South)	Hasbrouck Heights	NJ
56904	571 Inman Avenue (Jordan)	Colonia	NJ
56915	51 North Walnut Street	Ridgewood	NJ
56921	615 Washington Ave.	Washington Township	NJ
56922	357 N.J. Rte #17	Paramus	NJ
56926	2284 Route #4	Fort Lee	NJ
56939	Ocean And Riverdale	Monmouth Beach	NJ
56962	1067 South Broad Street	Trenton	NJ
56999	585 Northfield Ave	West Orange	NJ
58006	232 North Long Beach Road	Rockville Centre	NY
58007	70-21 73Rd Place (Central	Glendale	NY

Property #	Address	City	State
58012	206-06 Jamaica Ave.	Bellaire	NY
58022	86 North Babylon Tpke	North Merrick	NY
58027	120 Cutter Mill Rd	Great Neck	NY
58031	665 Glen Cove Avenue	Glen Head	NY
58032	347 Nassau Blvd.	Garden City	NY
58046	90 Glen Cove Road	East Hills	NY
58054	490 Pulaski Road	Greenlawn	NY
58061	606 Wantagh Avenue	Levittown	NY
58064	1880 Front Street	East Meadow	NY
58065	3730 Hempstead Tpke.	Levittown	NY
58077	2495 Cropsey Ave.	Brooklyn	NY
58079	3902 Avenue U	Brooklyn	NY
58085	204-12 Northern Blvd	Bayside	NY
58092	657 Sawmill River Rd	Ardsley	NY
58101	774 Tuckahoe Rd.	Yonkers	NY
58119	5801 Flatlands Ave	Brooklyn	NY
58121	67 Quaker Ridge Rd.	New Rochelle	NY
58131	15 Veterans Memorial Hwy.	Commack	NY
58141	378 Main St. & Brick Kiln Rd.	Sag Harbor	NY
58142	2 Montauk Highway	East Hampton	NY
58144	1525 Montauk Highway	Mastic	NY
58154	1982 Bronxdale Ave.	Bronx	NY
58184	757 Central Park Av	Yonkers	NY
58205	51-63 Eighth Ave.	New York	NY
58295	1164 Rte. 112	Port Jefferson	NY
58329	171 N Highland Av	Ossining	NY
58401	3694 Barger St	Shrub Oak	NY
58409	119 West 145Th St	New York	NY
58415	2001 Gravesend Neck Road	Brooklyn	NY
58441	1881 Forest Ave.	Staten Island	NY
58442	1201 Victory Blvd.	Staten Island	NY
58443	717 Richmond Rd	Staten Island	NY
58535	4780 Boston Post Road	Pelham Manor	NY
58553	5931 Amboy Road (Bethune)	Staten Island	NY
58558	5 Fingerboard St.	Staten Island	NY
58574	241 Terry Road	Smithtown	NY
58576	520 Hicksville Rd.	Massapequa	NY
58592	242 Dyckman Street	New York	NY
58596	700 Route #211 East	Middletown	NY
58602	532 Plandome Rd.	Manhasset	NY

Property #	Address	City	State
58703	1372 Union St & Brandywine Ave	Schenectady	NY
58727	3159 Troy-Schenectady Rd	Niskayuna	NY
58732	Terminal & Prospect St.	Poughkeepsie	NY
58774	165 Route 59	Monsey	NY
58829	3229 Sunrise Highway	Wantagh	NY
58836	26-27 College Point Boulevard	Flushing	NY
58855	4220 Sheridan Drive	Amherst	NY
58856	1780 Seneca Street	Buffalo	NY
58858	595 Ontario Street	Buffalo	NY
58859	650 Tonawanda Street	Buffalo	NY
58860	2211 Grand Island Boulevard	Grand Island	NY
58861	5461 Southwestern Boulevard	Hamburg	NY
58862	660 Englewood Avenue	Tonawanda	NY
58865	820 Center Street	Lewiston	NY
58866	6302 Buffalo Avenue	Niagara Falls	NY
58871	6130 Main Street	Williamsville	NY
58900	916 State Route 244	Alfred Station	NY
58901	99 South Main Street	Avoca	NY
58902	5267 Clinton Street Road	Batavia	NY
58903	6890 Byron-Holley Road	Byron	NY
58904	131 South Main Street	Castile	NY
58905	2 East Buffalo Street	Churchville	NY
58906	2594 Main Road	East Pembroke	NY
58907	2 Pennsylvania Ave.	Friendship	NY
58908	145 North Main Street	Naples	NY
58909	4179 Buffalo Road	Rochester	NY
58911	2 South Center Street	Perry	NY
58912	41 South Main Street	Prattsburgh	NY
58913	11 West Lamoka Ave.	Savona	NY
58914	2357 North Main Street	Warsaw	NY
58915	215 North Main Street	Wellsville	NY
58916	3774 Chili Ave.	Rochester	NY
58917	336 West Washington Street	Bath	NY
58918	3211 County Road # 10	Canandaigua	NY
58921	5763 Big Tree Road	Lakeville	NY
58922	3705 Main Street	Greigsville	NY
58923	335-337 East Henrietta Road	Rochester	NY
67215	40Th Street & Powelton Av	Philadelphia	PA
67227	3050 Lehigh Street	Allentown	PA
67235	552-554 Markley Street	Norristown	PA

Property #	Address	City	State
67243	596 Lancaster Ave. & Penn St.	Bryn Mawr	PA
67244	725 Fayette Street	Conshohocken	PA
67249	6301 Castor & Robbins Avenue	Philadelphia	PA
67253	907 Huntingdon Pike	Huntingdon Valley	PA
67254	1150 Bustleton Pike	Feasterville	PA
67258	6700 Bustleton Ave	Philadelphia	PA
67261	2101 Oregon Pike	Philadelphia	PA
67265	5700 Ridge Ave & Shurs	Philadelphia	PA
67266	8244-8256 Lowber Avenue	Philadelphia	PA
67271	102 West Eagle Road	Havertown	PA
67272	401 East Baltimore Avenue	Media	PA
67274	100 East Champlost Avenue	Philadelphia	PA
67276	7800 Ridge Ave	Philadelphia	PA
67278	417 East Providence Road	Aldan	PA
67288	Rt 1 & Old Lincoln Hwy.	Trevose	PA
67298	1320 West Chester Pike	Havertown	PA
67367	5300 Springfield Road	Clifton Hgts.	PA
67381	Oak & Providence Roads	Aldan	PA
67401	134 West Baltimore Avenue	Clifton Hgts	PA
67402	2401 N.Broad St & York St	Philadelphia	PA
67405	405 West Bridge Street	Morrisville	PA
67409	8797 Frankford Ave. & Magargee	Philadelphia	PA
67415	1 Nutt Road	Phoenixville	PA
67419	894 North Charlotte Street	Pottstown	PA
67425	301-303 Harleysville Pike	Souderton	PA
67431	313 Swamp Road	Furlong	PA
67433	Main Rt #611 & East St.	Doylestown	PA
67434	778 2Nd Street Pike	Richboro	PA
67437	301 East Johnson Highway	Norriton Twp.	PA
67531	306 Main Street	Trappe	PA
67602	3710 Westchester Pike	Newtown Square	PA
67613	1009 Brooke Blvd	Reading	PA
67613	1009 Brooke Blvd	Reading	PA
67618	8009 Old York Road	Elkins Park	PA
67624	6100 York Road	New Oxford	PA
67638	50 Main St (Getty)	Glen Rock	PA
67664	2250 Cottman Ave.	Philadelphia	PA
67665	4630 William Flynn Highway	Allison Park	PA
67666	2401 Freeport Road	New Kensington	PA
68003	1015 Sandy Lane	Warwick	RI

Property #	Address	City	State
68005	1188 Cumberland Hill Road	Woonsocket	RI
68007	1271 Broad Street	Providence	RI
68200	216 Main Street	Ashaway	RI
68607	Massasoit Ave. & Dexter	East Providence	RI
68614	33 Jefferson Blvd.	Warwick	RI
68619	899 Pontiac Avenue	Cranston	RI
68623	227 County Road	Barrington	RI
68643	1879 Mineral Spring Ave.	N. Providence	RI
68645	732 Willett Ave.	East Providence	RI
68646	Rr 11 4087 Tower Hill Rd	Wakefield	RI
69016	Route 61 & Rr # 3 (Mt Carbon)	Pottsville	PA
69019	Rt 61 Rd #5 (Fairlane)	Pottsville	PA
69416	518 Greenfield Road	Lancaster	PA
69424	302 Highland Drive	Mountville	PA
69425	Route 72 & Long Lane	Ebenezer	PA
69439	203 S. Third Street	Oxford	PA
69440	1001 Buchert Road	Pottstown	PA
69484	W. Greenwich & Schylkill Ave	Reading	PA
69495	7710 Allentown Blvd	Harrisburg	PA
69503	1100 Millersville Pike	Lancaster	PA
69504	312 West Main Street	New Holland	PA
69679	3500 Kutztown Road	Laureldale	PA
69682	Main & S.High Streets	Arendtsville	PA
69683	308 E. Wyomissing Avenue	Mohnton	PA
69690	Route 16	Mcconnellsburg	PA
70000	101 East Main Street	Crestline	OH
70001	2424 Possum Run Road	Mansfield	OH
70002	876 Park Ave. East	Mansfield	OH
70003	150 Sandusky Street	Monroeville	OH
71271	1033 West Little Creek Rd.	Norfolk	VA
71500	10030 Sliding Hill Road	Ashland	VA
71501	2102 A South Main St.	Farmville	VA
71502	2515 Salem Church Road	Fredericksburg	VA
71503	620 Cambridge Street	Fredericksburg	VA
71504	11517 Tidewater Trail	Fredericksburg	VA
71505	8520 Jefferson Davis Hwy.	Fredericksburg	VA
71506	4690 Pouncey Tract Road	Glen Allen	VA
71507	11390 Nuckols Road	Glen Allen	VA
71508	5306 James Madison Highway	King George	VA
71509	12132 King William Rd.	King William	VA

Property #	Address	City	State
71510	9200 Chamberlayne Ave.	Mechanicsville	VA
71511	6675 Cold Harbor Road	Mechanicsville	VA
71512	7559 Cold Harbor Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71514	7119 Mechanicsville Tpke.	Mechanicsville	VA
71515	9492 Chamberlayne Road	Mechanicsville	VA
71516	6110 Mechanicsville Tpke.	Mechanicsville	VA
71517	16575 Mountain Road	Montpelier	VA
71518	23002 Airport Street	Petersburg	VA
71519	2650 New Market Road	Richmond	VA
71520	23755 Rodgers Clark Blvd.	Ruther Glen	VA
71521	4001 E. Williamsburg Road	Sandston	VA
71522	11625 Brock Road	Spotsylvania	VA
85000	6227 Phillips Highway	Jacksonville	FL
85001	10917 North Main Street	Jacksonville	FL
85002	422 West 21St. Street	Jacksonville	FL
85003	810 North Mcduff Ave.	Jacksonville	FL
85004	6563 Commonwealth Ave.	Jacksonville	FL
85005	2920 Silver Star Road	Orlando	FL

SCHEDULE 3.05(D)(1)

MORTGAGE PROPERTY LEASES

Master Energy Lease, dated September 27, 2005, between Trustreet Properties, Inc., CNL APF Partners, L.P., Fuel Supply, Inc., USRP (Molly), LLC, USRP (Bob), LLC, USRP (Fred), LLC, USRP (Sarah), LLC, USRP (Hawaii), LLC, USRP (Jennifer), LLC, and USRP (Steve), LLC, collectively as Landlord, and Aloha Petroleum, Ltd., as Tenant, as assigned to Getty HI Leasing, Inc. pursuant to that certain Assignment and Assumption of Master Energy Lease, dated March 31, 2007, between Landlord, as Assignor, and Getty HI Leasing, Inc., as Assignee.

Unitary Net Lease Agreement, dated March 30, 2011, between GTY MA/NH Leasing, Inc., as Lessor, and Nouria Energy Ventures I, LLC, as Lessee.

Unitary Net Lease Agreement, dated January 13, 2011, between GTY NY Leasing, Inc., as Lessor, and CPD NY Energy Corp., as Lessee.

Unitary Net Lease Agreement, dated September 25, 2009, between GTY MD Leasing, Inc., as Lessor, and White Oak Petroleum, LLC, as Lessee.

SCHEDULE 3.05(D)(2)

ADDITIONAL LEASES

[***]¹

¹  [***] 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 3.05(D)(3)

RENT ROLL

[***]²

²  [***] 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 3.05(E)

GROUND LEASES

Property #	Address	City	State
30203	380 SOUTHBRIDGE STREET	AUBURN	MA
30205	257 WEST BOYLSTON STREET	WEST BOYLESTON	MA
30209	61 63 MIDDLESEX TURNPIKE	BURLINGTON	MA
30210	189 CHELMSFORD STREET	CHELMSFORD	MA
30212	149 ENDICOTT STREET	DANVERS	MA
30215	264 TIMPANY BLVD	GARDNER	MA
30216	26 COMMERCIAL ROAD	LEOMINSTER	MA
30217	436 LANCASTER STREET	LEOMINSTER	MA
30218	460 KING STREET	LITTLETON	MA
30232	30 LACKEY DAM ROAD	UXBRIDGE	MA
30235	128 TURNPIKE ROAD	WESTBOROUGH	MA
55306	100 MAST RD (SR 114)	GOFFSTOWN	NH
55307	1326 HOOKSETT ROAD	HOOKSETT	NH
55312	1932 SOUTH WILLOW STREET	MANCHESTER	NH
55319	270 MAIN DUNSTABLE ROAD	NASHUA	NH
58627	399 GREENWICH AVE.	GOSHEN	NY
58632	80 BEDFORD ROAD	KATONAH	NY
58642	1423 ROUTE 300	NEWBURGH	NY
58648	101 South Ridge Street	PORT CHESTER	NY
58649	425 BOSTON ROAD	PORT CHESTER	NY

Property #	Address	City	State
58658	ROUTE 35 & BOUTON ROAD	SOUTH SALEM	NY
58660	407 WHITE PLAINS ROAD	EASTCHESTER	NY
58662	19 MARBLE AVE.	THORNWOOD	NY
58664	1050 ROUTE 9	WAPPINGERS FALLS	NY
58668	1237 MAMARONECK AVE.	WHITE PLAINS	NY
58669	1176 NEPPERHAN AVE.	YONKERS	NY
58672	2035 SAW MILL RIVER ROAD	YORKTOWN HEIGHTS	NY
58676	3081 ROUTE 22	PATTERSON	NY
58678	HUTCHINSON RIVER PARKWAY	WHITE PLAINS	NY
58679	838 KIMBALL AVE.	YONKERS	NY
58680	275 ROUTE 59 EAST	NANUET	NY

SCHEDULE 3.06

DISCLOSED MATTERS

None.

SCHEDULE 7.01

ENVIRONMENTAL REMEDIATION AND COMPLIANCE MATTERS

Property #	Address	City	State	Lifecycle Phase
6	1672 86th Street	Brooklyn	New York	Assessment
7	161-51 Baisley Boulevard	Jamaica	New York	RAP Implementation
8	75-41 Yellowstone Blvd	Rego Park	New York	O & M
16	98-21 Rockaway Boulevard	Ozone Park	New York	RAP Implementation
17	1780 Coney Island Avenue	Brooklyn	New York	RAP Implementation
20	1810 CROSS BRONX EXP.	BRONX	New York	Closure Activities
38	2686 Long Beach Road	Oceanside	New York	Assessment
65	1 MONTAUK & CARLTON AVE	EAST ISLIP	New York	Assessment
77	758 Pelham Road	New Rochelle	New York	Closure Activities
91	40 N. Stone Avenue	Elmsford	New York	O & M
93	4350 Boston Post Road	Pelham Manor	New York	Closure Activities
100	140 Franklin Turnpike	Mahwah	New Jersey	Closure Compliance
101	221 ROUTE 303	VALLEY COTTAGE	New York	O & M
102	2311 Crompound Road	Peekskill	New York	RAP Prep
103	200 Westchester Avenue	Port Chester	New York	RAP Prep
114	2453 Westchester Avenue	Bronx	New York	Assessment
116	128 EAST MAIN ST	ELMSFORD	New York	O & M
117	946 BOSTON POST RD.	MAMARONECK	New York	O & M
163	1738 RT.9W	KINGSTON	New York	O & M
190	1809 ROUTE 1	RAHWAY	New Jersey	Assessment
200	13 Clarke Avenue	Staten Island	New York	O & M
214	116-60 Sutphin Boulevard	Jamaica	New York	Closure Activities
223	6418 8th Avenue	Brooklyn	New York	Closure Compliance
229	125 KINGS HIGHWAY	BROOKLYN	New York	O & M
232	211-02 Jamaica Avenue	Bellaire	New York	Closure Compliance

Property #	Address	City	State	Lifecycle Phase
234	1125-27 Richmond Terrace	Staten Island	New York	Closure Activities
235	1820 Richmond Road	Staten Island	New York	Assessment
252	4301 BOSTON POST ROAD	BRONX	New York	O & M
257	895 Melrose Avenue	Bronx	New York	Closure Activities
269	1827 Westchester Avenue	Bronx	New York	O & M
270	2400 East Tremont Avenue	Bronx	New York	RAP Implementation
275	495 E. 180Th & Bathgate	Bronx	New York	Closure Activities
278	944 Central Park Avenue	Yonkers	New York	O & M
288	State Highway 36 & Avenue D	Atlantic Highlands	New Jersey	Closure Activities
299	481 UNION AVE	WESTBURY	New York	Assessment
301	257 North Broadway	SLEEPY HOLLOW	New York	O & M
304	1297 Route 9	Old Bridge	New Jersey	Closure Activities
312	166-02 Northern Boulevard	Flushing	New York	O & M
324	4000 Hylan Boulevard	Staten Island	New York	Closure Compliance
325	1168 PLEASANTVILLE ROAD	BRIARCLIFF MANOR	New York	O & M
329	1441 Westchester Avenue	Bronx	New York	Closure Compliance
332	600 South Pelham Parkway	Bronx	New York	O & M
339	4880 Broadway	New York	New York	Closure Activities
340	89 St. Nicholas Place	New York	New York	Closure Compliance
341	239 10th Avenue	New York	New York	Closure Activities
348		Bloomfield	New Jersey	Closure Compliance
353	163-10 Pidgeon Meadow Rd.	Flushing	New York	Closure Activities
358	185 EAST LINCOLN AVE	PELHAM	New York	Assessment
362	1212 Victory Boulevard	Staten Island	New York	Closure Compliance
363	350 ROCKAWAY TPKE	CEDARHURST	New York	Assessment
365	1324 East Putnam Ave	Old Greenwich	Connecticut	Predelineation
369	26 E. Post Road	White Plains	New York	RAP Implementation

Property #	Address	City	State	Lifecycle Phase
370	Route 36 & Atlantic Avenue	Keyport	New Jersey	Closure Activities
396	1842 Victory Boulevard	Staten Island	New York	Closure Activities
444	515 MONTAUK HIGHWAY	BAY SHORE	New York	Closure Compliance
448	1164 MONTAUK HWY	E. PATCHOGUE	New York	Closure Compliance
464	869 ATLANTIC AVE	BALDWIN	New York	Assessment
491	1422 Wantagh Ave.	Wantagh	New York	Predelineation
506	1300 Englishtown Rd.	Old Bridge	New Jersey	Closure Compliance
523	1741 Route 37 West	Toms River	New Jersey	Closure Activities
535	310 Bay Shore Road	N. Babylon	New York	Closure Activities
539	1255 McBride	W. Paterson	New Jersey	Closure Activities
564	1103-1107 De Kalb Avenue	Brooklyn	New York	Closure Activities
570	69 BANK STREET	White Plains	New York	Assessment
585	611 Main St., E. Hartford	Hartford	Connecticut	Closure Activities
587	Routes 32 & 87	Franklin	Connecticut	Closure Compliance
589	176 Tolland Tpke & B Acres	Manchester	Connecticut	Closure Activities
590	934-938 E. Main St.	Meriden	Connecticut	Closure Activities
595	222 Danbury Road	New Milford	Connecticut	Closure Activities
598	170 Taftville-Occum Rd.	Norwich	Connecticut	Closure Compliance
601	398 Main St.	SOUTHINGTON	Connecticut	Closure Activities
604	120 Main Street	Terryville	Connecticut	Closure Activities
606	216 Merrow Road	Tolland	Connecticut	Predelineation
611	Route 32	Waterford	Connecticut	Closure Activities
615	1649 Litchfield Turnpike	Woodbridge	Connecticut	Closure Activities
624	30 W. State Street	Granby	Massachusetts	Closure Activities
625	123 Main Street	Great Barrington	Massachusetts	Closure Compliance
628	Rte 32 Palmer & Monson Rd	Monson	Massachusetts	Closure Activities
637	2221 Main Street & Carew	Springfield	Massachusetts	Closure Activities

Property #	Address	City	State	Lifecycle Phase
643	278 Elm Street	WESTFIELD	Massachusetts	Assessment
647	2 Pleasantville Rd.	Ossining	New York	O & M
652	R.D.#1 ROUTE 130	BEVERLY	New Jersey	Assessment
653	201 Elmora Ave	Elizabeth	New Jersey	Closure Activities
654	669 SOMERSET STREET	SOMERSET	New Jersey	O & M
655	4431 Route 9	Englishtown	New Jersey	Closure Activities
656	2737 S. Broad St.	Hamilton	New Jersey	Closure Compliance
660	100 River Avenue	Lakewood	New Jersey	Closure Activities
661	100 White Horse Pike	Lawnside	New Jersey	O & M
664	953 18th Avenue	Newark	New Jersey	RAP Implementation
665	1292 RT 22 EAST	NORTH PLAINFIELD	New Jersey	Closure Activities
666	1292 RT 22 East	North Plainfield	New Jersey	Closure Compliance
667	639 Route 17 South	Paramus	New Jersey	Closure Activities
670	957 ROUTE 9 NORTH	SOUTH AMBOY	New Jersey	RAP Implementation
671	2401 ROUTE 24 WEST	UNION	New Jersey	Assessment
673	6718 Black Horse Pike	Pleasantville	New Jersey	Closure Activities
677	381 North Avenue	New Rochelle	New York	RAP Prep
680	208 Foxon Rd.	NORTH BRANFORD	Connecticut	RAP Implementation
684	196 Ross Place	Westfield	New Jersey	Closure Compliance
685	2 Ashford Drive	Dobbs Ferry	New York	Closure Activities
688	301 East & Whiting St.	Plainville	Connecticut	Closure Activities
709	2955 Cropsey Avenue	Brooklyn	New York	Closure Compliance
751	630 LINCOLN HWY RT 1	FAIRLESS HILLS	Pennsylvania	Closure Compliance
6130	85 Forbes Ave.	NEW HAVEN	Connecticut	Closure Activities
6709	213 Colony Street	Meriden	Connecticut	Assessment
6722	1030 Blue Hills Road	Bloomfield	Connecticut	Closure Activities
6725	850 Hopmeadow Road	Simsbury	Connecticut	O & M

Property #	Address	City	State	Lifecycle Phase
6742	36 Danbury Road	Ridgefield	Connecticut	Closure Activities
6744	321 West Avenue	Norwalk	Connecticut	Predelineation
6746	1789 Barnum Ave.	Bridgeport	Connecticut	Closure Activities
6749	700 DEWEY STREET	BRIDGEPORT	Connecticut	Closure Activities
6753	1464 Fairfield Ave.	BRIDGEPORT	Connecticut	Closure Activities
6762	179 Noroton Ave.	DARIEN	Connecticut	RAP Implementation
6765	224 Magee Avenue	Stamford	Connecticut	Closure Activities
6768	59 W. Broad St.	STAMFORD	Connecticut	Assessment
6779	197 Main St.	CHESHIRE	Connecticut	RAP Implementation
6811	774 Farmington Ave.	Bristol	Connecticut	Assessment
6813	Cor. Rts #7 & 25	Brookfield	Connecticut	Closure Activities
6817	1294 E. Main Street	Torrington	Connecticut	Closure Activities
6819	206 Main St.	NORWALK	Connecticut	Closure Activities
6851	241 White St.	DANBURY	Connecticut	RAP Implementation
6852	578 S. Main St.	MIDDLETOWN	Connecticut	RAP Implementation
6853	126 South Road	Enfield	Connecticut	Closure Activities
6871	441 W. Avon Rd.	Avon	Connecticut	RAP Implementation
8641	735 Philadelphia Pike	Wilmington	Delaware	O & M
8669	1712 Foulk Road	Wilimington	Delaware	O & M
28002	159 COTTAGE ROAD	SOUTH PORTLAND	Maine	Assessment
28032	1217 CONGRESS STREET	PORTLAND	Maine	Assessment
28210	59 CAMDEN STREET	ROCKLAND	Maine	Assessment
28222	207 Broadway	SOUTH PORTLAND	Maine	Closure Activities
29811	16603 SETON AVENUE	EMMITSBURG	Maryland	Closure Compliance
30315	522 Main Street	S. Weymouth	Massachusetts	Closure Activities
30317	1744 Centre Street	WEST ROXBURY	Massachusetts	Closure Activities
30339	350 Pleasant Street	BELMONT	Massachusetts	RAP Implementation

Property #	Address	City	State	Lifecycle Phase
30344	245 N. Main Street	Randolph	Massachusetts	RAP Implementation
30352	110 Galen Street	Watertown	Massachusetts	Closure Activities
30355	306 MAIN ST	READING	Massachusetts	Closure Activities
30361	191 TALBOT AVENUE	DORCHESTER	Massachusetts	RAP Prep
30363	469 Washington St.	Weymouth	Massachusetts	Closure Activities
30375	4 Whiting Street	Hingham	Massachusetts	Closure Compliance
30393	325 Washington Street	Woburn	Massachusetts	Closure Activities
30409	792 Truman Highway	Hyde Park	Massachusetts	Closure Activities
30436	527 Grafton Street	Worcester	Massachusetts	RAP Prep
30457	609 Park Avenue	Worcester	Massachusetts	Closure Activities
30458	88 E. Main Street	WEBSTER	Massachusetts	Assessment
30515	331 Bennington Avenue	BOSTON	Massachusetts	O & M
30518	299 Main Street	Groveland	Massachusetts	Closure Activities
30548	391 Main Street	Williamstown	Massachusetts	Closure Compliance
30551	371 Huttleston Avenue	Fairhaven	Massachusetts	Closure Activities
30557	63 BROADWAY	TAUNTON	Massachusetts	Closure Activities
30602	481 Washington Street	Auburn	Massachusetts	Closure Activities
30603	245 Haverhill Street	Methuen	Massachusetts	Closure Activities
30606	113 CENTRAL STREET	Ipswich	Massachusetts	Assessment
30610	581 Boston Post Road	BILLERICA	Massachusetts	Closure Activities
30611	236 S. ELM STREET	HAVERHILL	Massachusetts	Assessment
30612	679 Main Street	Chatham	Massachusetts	O & M
30616	20 S. MAIN STREET	IPSWICH	Massachusetts	Closure Activities
30617	528 North Main Street	LEOMINSTER	Massachusetts	Closure Activities
30629	869 Main Street	Tewksbury	Massachusetts	Closure Activities
30631	714 W. Falmouth Hwy	Falmouth	Massachusetts	Closure Activities
30633	262 Groton Road	Westford	Massachusetts	Closure Activities

Property #	Address	City	State	Lifecycle Phase
30646	825 Washington Street	Stoughton	Massachusetts	Closure Activities
30652	860 Southbridge Street	AUBURN	Massachusetts	Assessment
30657	1177 North Main Street	CLINTON	Massachusetts	Closure Activities
30678	3 Singletary Avenue	Sutton	Massachusetts	Closure Activities
30695	223 Main Street	ATHOL	Massachusetts	Closure Activities
30700	1660 Worcester Road	Framingham	Massachusetts	Closure Activities
30710	350 Greenwood Street	WORCESTER	Massachusetts	Assessment
30713	274 High Street	LOWELL	Massachusetts	Closure Activities
40014	215 South Vineyard Boulevard	Honolulu	Hawaii	Closure Activities
40019	46-004 Kamehameha Highway	Kaneohe	Hawaii	Closure Activities
40022	150 North Kamehameha Highway	Wahiawa	Hawaii	Closure Compliance
40035	120 South Linville Road	Kernersville	North Carolina	Predelineation
55201	1467 ELM STREET	MANCHESTER	New Hampshire	Closure Activities
55208	242 MAIN STREET	CONCORD	New Hampshire	Closure Activities
55211	Danforth Circle	Derry	New Hampshire	Closure Activities
55234	70 PLAISTOW ROAD	PLAISTOW	New Hampshire	Closure Compliance
55237	Main St. & Granite St.	Salem	New Hampshire	Closure Activities
55241	747 LAFAYETTE ROAD	Hampton	New Hampshire	Closure Activities
55242	41 Webster Street	Manchester	New Hampshire	Closure Activities
55244	605 Daniel Webster Hwy	Merrimack	New Hampshire	Closure Activities
55246	125 Bridge Street	Pelham	New Hampshire	Closure Activities
55247	219 Pembrook Street	Pembrook	New Hampshire	Closure Activities
55249	Route 11 & 3 Ten Rod Road	Rochester	New Hampshire	Closure Activities
55250	74 Hancock Street	Rochester	New Hampshire	Closure Activities
55252	LAFAYETTE & NEW ZEALAND	Seabrook	New Hampshire	Assessment
55253	463 High Street	Somersworth	New Hampshire	Closure Activities

Property #	Address	City	State	Lifecycle Phase
55254	108 Portsmouth Avenue	EXETER	New Hampshire	Closure Activities
55256	Route 101	Candia	New Hampshire	Closure Activities
55257	Route 125 and Elm Street	Epping	New Hampshire	Closure Activities
55258	1890 Dover Road	Epsom	New Hampshire	Closure Activities
55259	14 Court Street	Exeter	New Hampshire	Closure Activities
55260	777 Lafayette Road	Hampton	New Hampshire	Closure Activities
55261	4 Amherst Street	Milford	New Hampshire	Closure Activities
55264	361 Islington Road	Portsmouth	New Hampshire	Closure Activities
55266	190 Milton Road (Route 125)	Rochester	New Hampshire	Closure Activities
55268	587 Lafayette Road	Seabrook	New Hampshire	Closure Activities
55274	32 Bridge Street	Pelham	New Hampshire	Closure Compliance
56005	6 RT 23 NORTH/7 VERNON AVE	HAMBURG	New Jersey	Assessment
56009	2048 ROUTE 23 NORTH	WEST MILFORD	New Jersey	Assessment
56011	89 ACKERMAN AVENUE	CLIFTON	New Jersey	Assessment
56023	Beverly & Salem Rds.	Willingboro	New Jersey	Closure Activities
56027	1296 Rt. 33 & Hamilton Square	Hamilton Sq.	New Jersey	Assessment
56028	420 JOHN F. KENNEDY WAY	WILLINGBORO	New Jersey	Assessment
56031	1028 AVE. C & 49TH ST.	BAYONNE	New Jersey	Assessment
56032	25 Central Avenue	Tenafly	New Jersey	Closure Compliance
56034	114 SOUTH AVE W	CRANFORD	New Jersey	Assessment
56039	278 BLOOMFIELD AVENUE	NUTLEY	New Jersey	Assessment
56047	661 BLOOMFIELD AVENUE	NUTLEY	New Jersey	Assessment
56049	325 SPRINGFIELD ROAD	Berkeley Hts	New Jersey	Assessment
56056	2352 Morris Avenue	Union	New Jersey	Closure Activities
56057	RT. 35 & SUNSET AVE.	OCEAN TOWNSHIP	New Jersey	O & M
56062	RTS #571 & #535	CRANBURY	New Jersey	Assessment

Property #	Address	City	State	Lifecycle Phase
56064	Main & Sommerhill Road	Spotswood	New Jersey	Closure Activities
56069	835 East Clements Bridge Road	Runnemede	New Jersey	Closure Compliance
56073	208 BRANCHPORT AVENUE	LONG BRANCH	New Jersey	Closure Activities
56075	1101 E. JERSEY ST. (MADIS	ELIZABETH	New Jersey	Assessment
56079	1061 Broadway	Bayonne	New Jersey	Closure Activities
56081	5 STELTON ROAD	PISCATAWAY	New Jersey	Assessment
56084	8 Stonehouse Road	Basking Ridge	New Jersey	Assessment
56087	2061 Fellowship & Springfield	CHERRY HILL	New Jersey	Closure Activities
56088	401 Egg Harbor Road	Sewell	New Jersey	Closure Activities
56093	713 PLAINFIELD AVENUE	BERKELEY HGTS	New Jersey	Assessment
56096	SPRINGSIDE & WOODLANE RDS.	WESTAMPTON TWP	New Jersey	O & M
56097	377 SO. BLACK HORSE TPKE	WILLIAMSTOWN	New Jersey	Closure Activities
56098	914 BLACK HORSE PIKE	BLACKWOOD	New Jersey	Closure Activities
56101	1870 Kuser Rd.	Trenton	New Jersey	Closure Activities
56102	1 Union Street	Lodi	New Jersey	Closure Activities
56106	380 SOUTH CLINTON STREET	EAST ORANGE	New Jersey	Assessment
56108	790 KEARNY AVENUE	KEARNY	New Jersey	Closure Compliance
56109	1407 MAIN STREET	BELMAR	New Jersey	Closure Activities
56111	CAMDEN & COTTAGE ROAD	MOORESTOWN	New Jersey	Assessment
56113	2313 Rt 71 and Wall Rd	Spring Lake Heights	New Jersey	O & M
56115	Berlin & Bryant Avenues	Lindewold	New Jersey	Closure Compliance
56117	700 WOODBURY-GLASSBORO ROAD	SEWELL	New Jersey	Assessment
56118	1213 ROUTE 27	FRANKLIN TWP.	New Jersey	Assessment

Property #	Address	City	State	Lifecycle Phase
56124	1212 BLACKWOOD CLEMENTON ROAD	CLEMENTON	New Jersey	Assessment
56132	4th & Main Streets	Asbury Park	New Jersey	O & M
56138	184 SOUTH AVE. (3RD AVE.)	FANWOOD	New Jersey	Assessment
56139	119 GODWIN AVENUE	MIDLAND PARK	New Jersey	Assessment
56145	3639 ROUTE 9	FREEHOLD	New Jersey	Assessment
56149	91 BRICK BOULEVARD	BRICK	New Jersey	O & M
56156	1 WEST 9TH STREET	OCEAN CITY	New Jersey	Assessment
56157	804 ROUTE 530	WHITING	New Jersey	Assessment
56159	2050 Black Horse Pike	Turnersville	New Jersey	RAP Implementation
56167	414 ROUTE 206	HILLSBOROUGH	New Jersey	Assessment
56169	128 Chestnut Ridge Road	Montvale	New Jersey	O & M
56206	ROUTE #1 AND WASHINGTON R	PRINCETON	New Jersey	O & M
56215	1705 Route 33	Neptune	New Jersey	O & M
56230	86 Doremus Avenue	Newark	New Jersey	Assessment
56250	207 MONMOUTH RD	OAKHURST	New Jersey	Assessment
56258	118 W. Main Street	Tuckerton	New Jersey	Assessment
56260	Gateway & Lincoln Avenue	W. Deptford	New Jersey	Predelineation
56263	176 W. End Avenue	Somerville	New Jersey	Closure Activities
56275	1942 LINCOLN HIGHWAY	EDISON	New Jersey	Assessment
56276	1490 Bergen Boulevard	Fort Lee	New Jersey	O & M
56291	125 RAILROAD AVENUE	RIDGEFIELD PARK	New Jersey	Closure Activities
56803	125 North Washington Ave	Bergenfield	New Jersey	Closure Compliance
56811	490 CENTRAL AVE. (SCOTLAN	ORANGE	New Jersey	Assessment
56815	2 WEST SAINT GEORGE AVENUE	LINDEN	New Jersey	O & M
56818	721 East Passaic Avenue	Bloomfield	New Jersey	Closure Compliance

Property #	Address	City	State	Lifecycle Phase
56821	252 Irvington Avenue	South Orange	New Jersey	Closure Activities
56822	758 18th Avenue	Irvington	New Jersey	Predelineation
56843	2701 Morris Avenue	Union	New Jersey	Closure Compliance
56844	110 Centre Street	Nutley	New Jersey	Closure Activities
56847	1112 ROUTE 22	MOUNTAINSIDE	New Jersey	Assessment
56848	85 DODD STREET	EAST ORANGE	New Jersey	Assessment
56852	134 NJ Route 4	Englewood	New Jersey	Assessment
56853	255 DIAMOND BRIDGE ROAD	HAWTHORNE	New Jersey	Closure Activities
56868	BLOOMFIELD & ALLWOOD AVENUES	CLIFTON	New Jersey	O & M
56869	749 Lyons Avenue	Irvington	New Jersey	Closure Activities
56871	450 New York Avenue	Jersey City	New Jersey	O & M
56873	989 Somerset Street	Watchung	New Jersey	Closure Activities
56877	Shunpike & Green Village	Green Village	New Jersey	Closure Compliance
56881	ROUTE 46 & MILL STREET	ELMWOOD PARK	New Jersey	Assessment
56882	58 Greenbrook Road	N. Plainfield	New Jersey	Closure Compliance
56889	921 MONTGOMERY ST.	JERSEY CITY	New Jersey	Assessment
56891	171 Bloomfield Avenue	Bloomfield	New Jersey	Closure Activities
56892	88 E. Mcfarlan Street	Dover	New Jersey	Closure Activities
56893	Bordentown Ave & Ernston	Parlin	New Jersey	Closure Activities
56894	3200 J.F.K. BOULEVARD	Union City	New Jersey	Assessment
56896	1131 St. George Avenue	Colonia	New Jersey	Closure Activities
56898	1118 HAMBURG TURNPIKE	WAYNE	New Jersey	Assessment
56899	N.J. ROUTE #17 -(SOUTH)	HASBROUCK HEIGHTS	New Jersey	O & M
56904	571 INMAN AVENUE (JORDAN)	COLONIA	New Jersey	Closure Activities
56906	1189 ENGLISHTOWN ROAD	OLD BRIDGE	New Jersey	Assessment

Property #	Address	City	State	Lifecycle Phase
56909	381 RIVER ROAD & MADISON	NEW MILFORD	New Jersey	Closure Compliance
56915	51 North Walnut Street	Ridgewood	New Jersey	Closure Activities
56916	LAFAYETTE & WAGARAW	HAWTHORNE	New Jersey	Closure Activities
56919	1220 Route 23	Wayne	New Jersey	Closure Activities
56921	615 Washington Avenue	Washington	New Jersey	Closure Compliance
56922	357 NJ Route #117	Paramus	New Jersey	Closure Activities
56924	606 Midland Avenue and Outwater Lane	Garfield	New Jersey	Closure Activities
56925	676 GARFIELD AVE.	JERSEY CITY	New Jersey	Assessment
56926	2284 Route #4	Fort Lee	New Jersey	Closure Activities
56933	91 Leonardville Road	Belford	New Jersey	Assessment
56935	157 Broad Street	Eatontown	New Jersey	Closure Activities
56939	Ocean & Riverdale	MONMOUTH BC	New Jersey	Closure Activities
56955	Main St & Glen Echo Ave.	Swedesboro	New Jersey	Closure Activities
56959	NICHOLSON RD.& WHITE HORS	AUDOBON	New Jersey	Closure Compliance
56962	1067 SOUTH BROAD STREET	TRENTON	New Jersey	Closure Activities
56965	579 South Broad Street	Trenton	New Jersey	Closure Compliance
56986	101 WHITE HORSE PK & EVESHAM	MAGNOLIA	New Jersey	RAP Implementation
56997	1781 W. 7TH STREET	PISCATAWAY	New Jersey	Assessment
56999	585 Northfield Avenue	West Orange	New Jersey	O & M
58014	5510 Broadway	Bronx	New York	Closure Activities
58015	8202 7th Avenue	Brooklyn	New York	Closure Compliance
58017		Yonkers	New York	Closure Activities
58033	1185 WEST BROADWAY	HEWLETT	New York	Assessment
58034	601 Port Washington Boulevard	Port Washington	New York	O & M

Property #	Address	City	State	Lifecycle Phase
58046	90 GUINEA WOODS ROAD	EAST HILLS	New York	Closure Activities
58049	311 MC LEAN AVENUE	YONKERS	New York	Closure Activities
58053	9616 Flatlands Avenue	Brooklyn	New York	Closure Compliance
58071	114-05 Farmers Boulevard	St. Albans	New York	Closure Compliance
58072	ROUTES 9 AND 9G	RHINEBECK	New York	O & M
58077	2495 Cropsey Avenue	Brooklyn	New York	Closure Activities
58097	720 North Avenue	New Rochelle	New York	O & M
58108	11 East Post Road	White Plains	New York	O & M
58111	751 WHITE PLAINS RD	SCARSDALE	New York	O & M
58181	734 PARK AVENUE	HUNTINGTON	New York	Assessment
58260	49 RIVERSIDE AVE	RENSSELAER	New York	O & M
58329	171 N HIGHLAND AV	OSSINING	New York	O & M
58401	3700 Barger Street	SHRUB OAK	New York	O & M
58409	119 West 145th Street	New York	New York	O & M
58415	2001 Gravesend Neck Road	Brooklyn	New York	O & M
58441	1881 Forest Avenue	Staten Island	New York	O & M
58442	1201 Victory Boulevard	Staten Island	New York	RAP Implementation
58443	717 Richmond Road	Staten Island	New York	Closure Compliance
58505	1314 Sedgwick Avenue	Bronx	New York	Closure Activities
58514	4116 Broadway (174th St.)	New York	New York	Closure Compliance
58515	3060 Broadway	Nyack	New York	Closure Activities
58526	118-01 Rockaway Boulevard	Ozone Park	New York	O & M
58547	34-02 31st St.	Astoria	New York	O & M
58553	5931 Amboy Road	Staten Island	New York	Closure Activities
58574	241 TERRY ROAD	SMITHTOWN	New York	Closure Activities
58579	510 Uniondale Avenue	Uniondale	New York	Closure Activities
58592	242 Dyckman Street	New York	New York	O & M

Property #	Address	City	State	Lifecycle Phase
58599	1386 WANTAGH AVENUE	WANTAGH	New York	Assessment
58603	1784 BROADWAY	HEWLETT	New York	Assessment
58605	78-01 Linden Boulevard	Howard Beach	New York	RAP Implementation
58704	Milton and Prospect Street	BALLSTON	New York	Closure Activities
58711	308 Delaware Avenue	Delmar	New York	O & M
58717	17 Albany Avenue	Green Island	New York	O & M
58718	1493 Route #9 at Grooms Road	Halfmoon	New York	Closure Activities
58720	499 West Main Street	HANCOCK	New York	O & M
58722	736 New Louden Road	Latham	New York	Closure Activities
58728	3497 State Street	Niskayuna	New York	O & M
58731	363 HOOKER AVENUE	POUGHKEEPSIE	New York	Closure Activities
58733	985 Route 149	QUEENSBURY	New York	O & M
58741	3775 Main Street	WARRENSBURG	New York	O & M
58743	23 MAIN STREET	HUDSON FALLS	New York	Closure Activities
58750	60 North Central Avenue	Mechanicville	New York	Closure Activities
58759	6822 ROUTE 9	RHINEBECK	New York	O & M
58766	124 Fairview Ave.	Hudson	New York	Assessment
58772	3 Mount Airy Road	QUARRYVILLE	New York	Closure Activities
58808	Route 82	West Taghkanic	New York	Closure Activities
58843	262-12 HILLSIDE AVENUE	FLORAL PARK	New York	Assessment
58864	2540 SOUTH PARK AVENUE	LACKAWANNA	New York	Assessment
58870	701 ORCHARD PARK ROAD	WEST SENECA	New York	Assessment
67201	Hunting Park Avenue	PHILADELPHIA	Pennsylvania	Assessment
67215	40th Street & Powelton Ave.	Philadelphia	Pennsylvania	Closure Compliance
67217	6900 Frankford Avenue	Philadelphia	Pennsylvania	Closure Compliance

Property #	Address	City	State	Lifecycle Phase
67235	MARSHALL & MARKLEY STREET	NORRISTOWN	Pennsylvania	Closure Compliance
67243	596 Lancaster Ave. & Penn St.	Bryn Mawr	Pennsylvania	Closure Compliance
67244	725 FAYETTE STREET	CONSHOHOCKEN	Pennsylvania	Closure Compliance
67255	1701 N 33RD ST	PHILADELPHIA	Pennsylvania	Closure Compliance
67265	5700 Ridge Avenue & Shurs	Philadelphia	Pennsylvania	Closure Activities
67266	EASTON RD. & LOWBER AVE.	PHILADELPHIA	Pennsylvania	Closure Compliance
67269	427 West County Line Road	Hatboro	Pennsylvania	Assessment
67272	401 EAST BALTIMORE AVENUE	MEDIA	Pennsylvania	Assessment
67276	7800 RIDGE AVENUE	PHILADELPHIA	Pennsylvania	Closure Compliance
67288	RT 1 & OLD LINCOLN HWY.	TREVOSE	Pennsylvania	Closure Compliance
67367	5300 SPRINGFIELD ROAD	CLIFTON HEIGHTS	Pennsylvania	Assessment
67382	1194 CHESTER PIKE&CLIFTON AVE	SHARON HILL	Pennsylvania	Closure Activities
67398	EASTON ROAD & PATANE AVE.	ROSLYN	Pennsylvania	Closure Activities
67405	2 W. BRIDGE STREET	MORRISVILLE	Pennsylvania	Closure Compliance
67415	1 NUTT ROAD	PHOENIXVILLE	Pennsylvania	Assessment
67416	3796 Oxford Valley Road	Levittown	Pennsylvania	Closure Activities
67418	2391 Durham Road	Langhorne	Pennsylvania	Closure Compliance
67423	ROUTE #309 & PARK AVENUE	QUAKERTOWN	Pennsylvania	Closure Activities
67425	Route #113 & Telford Pike	Souderton	Pennsylvania	Closure Compliance
67426	798 SUMNEYTOWN PIKE	LANSDALE	Pennsylvania	Closure Activities
67428	STATE RD & HIGHLAND	UPPER DARBY	Pennsylvania	Assessment
67432	Main Route #611 & East Street	Coopersburg	Pennsylvania	O & M
67433	Rt 202 & Dilworthtown Rd.	Doylestown	Pennsylvania	O & M
67434	760 2ND STREET PIKE	RICHBORO	Pennsylvania	RAP Implementation

Property #	Address	City	State	Lifecycle Phase
67435	192 DURHAM RD.	PENNDEL	Pennsylvania	Assessment
67437	301 EAST JOHNSON HIGHWAY	NORRISTOWN	Pennsylvania	Closure Compliance
67596	2300 Market St.	Paradise	Pennsylvania	Closure Activities
67598	2100 Market Street	Linwood	Pennsylvania	Closure Activities
67599	2425 Middletown Road	Elizabethtown	Pennsylvania	Closure Activities
67603	2324 N GEORGE ST	YORK	Pennsylvania	Closure Compliance
67607	7002 WOODLAND AVENUE	PHILADELPHIA	Pennsylvania	RAP Implementation
67611	550 South Main Street	Shrewsbury	Pennsylvania	Closure Activities
67617	3650 WILLIAM PENN HWY	PALMER TWP.	Pennsylvania	Assessment
67624	6100 YORK ROAD	NEW OXFORD	Pennsylvania	Closure Activities
67627	103-121 CARLISLE ST	HANOVER	Pennsylvania	Assessment
67632	2873 E. PROSPECT ROAD (LONGSTN	YORK	Pennsylvania	O & M
67635	850 CARLISLE AVE (DELCO GETTY)	YORK	Pennsylvania	Closure Compliance
67636	3730 Carlisle Road	Dover	Pennsylvania	Closure Compliance
67639	816 WEST HIGH STREET	CARLISLE	Pennsylvania	RAP Implementation
67642	4601 CARLISLE PIKE GETTY	MECHANICSBURG	Pennsylvania	Assessment
67649	105 S. Main Street 2 South High Street	Biglerville	Pennsylvania	Closure Activities
67654	911 Eisenhower Blvd	Middletown	Pennsylvania	Closure Activities
68001	7780 Post Road	North Kingstown	Rhode Island	Closure Activities
68002	10 Coddington Hwy	Middletown	Rhode Island	RAP Implementation
68629	1307 Post Road	Warwick	Rhode Island	Closure Activities
68646	4087 Tower Hill Road	WAKEFIELD	Rhode Island	RAP Implementation
69408	1505 PEMBROKE ROAD	BETHLEHEM	Pennsylvania	Closure Activities
69409	13TH & NORTHAMPTON STREETS	EASTON	Pennsylvania	Assessment

Property #	Address	City	State	Lifecycle Phase
69419	200 NORTH 4TH STREET	HAMBURG	Pennsylvania	Assessment
69420	300 Morgantown Road	Reading	Pennsylvania	Closure Activities
69428	3568 Newport Road	Intercourse	Pennsylvania	O & M
69439	203 S. Third Street	Oxford	Pennsylvania	Closure Activities
69466	839 FERN AVENUE	KENHORST	Pennsylvania	Closure Activities
69476	602 S. Main Street	Shrewsbury	Pennsylvania	Closure Activities
69483	N. MAIN STREET EXTENDED	RED LION	Pennsylvania	Closure Compliance
69493	824 YORK STREET	HANOVER	Pennsylvania	Assessment
69497	Route 272 Poplar Street	Adamstown	Pennsylvania	Closure Activities
69504	312 WEST MAIN STREET	NEW HOLLAND	Pennsylvania	Assessment
69672	1248 N.9TH STREET	READING	Pennsylvania	Closure Activities
69676	Second Street	St. Clair	Pennsylvania	Closure Activities
69682	Main & S.High Streets	Arendtsville	Pennsylvania	Closure Activities
69685	1070 Trindle Road	Carlisle	Pennsylvania	Closure Activities
69688	45 E. Hanover Street	Bonneauville	Pennsylvania	Closure Activities
69689	Route 16 Pennsylvania Hwy.	Shady Grove	Pennsylvania	Assessment
69690	Route 16	Mcconnellsburg	Pennsylvania	Closure Activities
93257	1542 Old New Windsor Pike	New Windsor	Maryland	Closure Activities
94412	626 Adamsville Road	Westport	Massachusetts	Closure Activities
95117			New Jersey	Closure Activities
95134	1022 Chestnut Street	Roselle	New Jersey	Closure Compliance
95141	Main St & Amwell Ave	Millstone	New Jersey	Closure Compliance
95142	RT 206 & Bell Ave	Raritan	New Jersey	Closure Compliance
95153	354 Avenue C	Bayonne	New Jersey	Closure Activities
95192	201 East Jersey Street	Elizabeth	New Jersey	Closure Activities
95214	753-763 Sanford Ave	Newark	New Jersey	Closure Activities
95317	39 Hightstown Rd.	Princeton Jct.	New Jersey	Closure Compliance

Property #	Address	City	State	Lifecycle Phase
95337	315 Bloomfield Rd.	Newark	New Jersey	O & M
95456	208 E. Franklin Tpke	HoHoKus	New Jersey	Closure Compliance
95534	27 Bisson Avenu	Laconia	New Hampshire	Closure Activities
96904	West Main & Woolsey	Middletown	Rhode Island	RAP Implementation
97126	640 West 15th Street	Hazleton	Pennsylvania	Closure Compliance
97199	Roosevelt & Mascher	Philadelphia	Pennsylvania	Assessment
97211	Routes 413 & 232	Wrightstown	Pennsylvania	Closure Compliance
98261	460 Saw Mill River Road	Yonkers	New York	Closure Activities
98326	26 Paxton Avenue	Bronxville	New York	Closure Compliance
SCHEDULE OF CONDEMNATIONS
Property #	Address	City	State	Status
110	2815 Horseblock Road	Medford	New York	PARTIAL
156	300 Smith Street	Poughkeepsie	New York	TOTAL
160	1364 Route 9 W	Marlboro	New York	TO BE DETERMINED
182	266 Route 55	Lagrangeville	New York	PARTIAL
535	310 Bay Shore Road	North Babylon	New York	PARTIAL
606	216 Merrow Road	Tolland	Connecticut	PARTIAL
655	4431 Route 9	Freehold	New Jersey	PARTIAL
665	1292 Rt 22 East	North Plainfield	New Jersey	PARTIAL
6153	228 Pine Street	Bristol	Connecticut	PARTIAL
8608	710 Maryland Avenue	Willmington	Delaware	PARTIAL
29101	11055 Baltimore Avenue,	Beltsville,	Maryland	TO BE DETERMINED
29131	6117 Baltimore Avenue	Riverdale	Maryland	PARTIAL
30404	563 Trapelo Road	Belmont	Massachusetts	PARTIAL
30445	150 Plymouth Ave	Fall River	Massachusetts	TO BE DETERMINED
30603	245 Haverhill Street	Methuen	Massachusetts	TO BE DETERMINED
30619	163-164 Pelham Street	Methuen	Massachusetts	TO BE DETERMINED
30653	2 Summer Street & James Street	Barre	Massachusetts	PARTIAL
40054	5301 North Beach Street	Fort Worth	Texas	PARTIAL
40055	307 East FM 2410	Harker Heights	Texas	PARTIAL
40062	12310 NW H.K. Dodgen Loop	Temple	Texas	PARTIAL

Property #	Address	City	State	Status
56118	1213 Route 27	Franklin Twp.	New Jersey	PARTIAL
56119	29 Rt. 12 & Broad St.	Flemington	New Jersey	PARTIAL
56156	1 West 9th Street	Ocean City	New Jersey	PARTIAL
56886	1060 Stuyvesant Ave.	Irvington	New Jersey	PARTIAL
56959	Nicholson Road & White Horse Pike	Audubon	New Jersey	PARTIAL
56986	105 White Horse Pike	Magnolia	New Jersey	PARTIAL
58144	1525 Montauk Hwy.	Mastic	New York	PARTIAL
58295	1164 Route 112	Port Jefferson	New York	PARTIAL
58735	2976 Hamburg Street	Rotterdam	New York	PARTIAL
58739	28 Main Street	South Glen Falls	New York	PARTIAL
58838	1580 Straight Path	Wyandanch	New York	TOTAL
67235	552-554 Markley Street	Norristown	Pennsylvania	PARTIAL
67288	Rt. 1 & Old Lincoln Hwy.	Trevose	Pennsylvania	PARTIAL
67396	1403 Providence Road	Media	Pennsylvania	PARTIAL
69495	7710 Allentown Blvd.	Harrisburg	Pennsylvania	PARTIAL
67632	2890 East Prospect Street	York	Pennsylvania	PARTIAL
69690	Route 16	McConnellsburg	Pennsylvania	PARTIAL
71517	16575 Mountain Road	Montpelier	Virginia	PARTIAL
85004	6563 Commonwealth Ave.	Jacksonville	Florida	PARTIAL

EX-10.2

Exhibit 10.2

GETTY REALTY CORP.*

$100,000,000

6.0% Guaranteed Senior Secured Notes due February 25, 2021

NOTE PURCHASE AND GUARANTEE AGREEMENT

Dated as of February 25, 2013

* Confidential treatment requested for portions of this document. Portions for which confidential treatment is requested are denoted by [***]. Material omitted has been separately filed with the Securities and Exchange Commission.

TABLE OF CONTENTS

	Page
SECTION 1. AUTHORIZATION OF NOTES AND SUBSIDIARY GUARANTY; SECURITY DOCUMENTS AND COLLATERAL		1
SECTION 2. SALE AND PURCHASE OF NOTES		2
SECTION 3. CLOSING		2
SECTION 4. CONDITIONS TO CLOSING		3
Section 4.1. Representations and Warranties		3
Section 4.2. Performance; No Default		3
Section 4.3. Compliance Certificates		3
Section 4.4. Opinions of Counsel		3
Section 4.5. Purchase Permitted By Applicable Law, Etc		3
Section 4.6. Sale of Other Notes		4
Section 4.7. Payment of Special Counsel Fees		4
Section 4.8. Private Placement Number		4
Section 4.9. Changes in Corporate Structure		4
Section 4.10. Funding Instructions		4
Section 4.11. Initial Subsidiary Guarantors		4
Section 4.12. Intercreditor Agreement		4
Section 4.13. Mortgages and Real Estate Due Diligence		4
Section 4.14. Other Security Documents		6
Section 4.15. Contribution Agreement		6
Section 4.16. Registration and Filings		6
Section 4.17. UCC Searches and Litigation Searches		7
Section 4.18. Bank Loan Documents		7
Section 4.19. Governmental Approvals		7
Section 4.20. Repayment of Existing Indebtedness		7
Section 4.21. Long-Term Leases		7
Section 4.22. Projections		7
Section 4.23. Proceedings and Documents		7
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		7
Section 5.1. Organization; Power and Authority		7
Section 5.2. Authorization, Etc.		8
Section 5.3. Disclosure		8
Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates		8
Section 5.5. Financial Statements; Material Liabilities		9
Section 5.6. Compliance with Laws, Other Instruments, Etc.		9
Section 5.7. Governmental Authorizations, Etc.		9
Section 5.8. Litigation; Observance of Agreements, Statutes and Orders		9
Section 5.9. Taxes		10
Section 5.10. Title to Property; Leases		10

-i-

TABLE OF CONTENTS

(continued)

	Page
Section 5.11. Licenses, Permits, Etc.		10
Section 5.12. Compliance with ERISA		11
Section 5.13. Private Offering by the Company		11
Section 5.14. Use of Proceeds; Margin Regulations		11
Section 5.15. Existing Indebtedness; Future Liens		12
Section 5.16. Foreign Assets Control Regulations, Etc.		12
Section 5.17. Status under Certain Statutes		14
Section 5.18. Environmental Matters		14
Section 5.19. Economic Benefit		15
Section 5.20. Solvency		15
Section 5.21. Properties		15
Section 5.22. Insurance		16
Section 5.23. Condition of Properties		16
Section 5.24. REIT Status		17
Section 5.25. Security Interests		17
SECTION 6. REPRESENTATIONS OF THE PURCHASERS		17
Section 6.1. Purchase for Investment		17
Section 6.2. Source of Funds		17
SECTION 7. INFORMATION AS TO COMPANY		19
Section 7.1. Financial and Business Information		19
Section 7.2. Officer’s Certificate		22
Section 7.3. Visitation		23
Section 7.4. Electronic Delivery		23
SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES		23
Section 8.1. Maturity		23
Section 8.2. Optional Prepayments with Make-Whole Amount		24
Section 8.3. Offer to Prepay upon Receipt of Designated Proceeds		24
Section 8.4. Allocation of Partial Prepayments		25
Section 8.5. Maturity; Surrender, Etc.		25
Section 8.6. Purchase of Notes		26
Section 8.7. Change in Control Prepayment		26
Section 8.8. Make-Whole Amount		28
Section 8.9. Payments Due on Non-Business Days		29
SECTION 9. AFFIRMATIVE COVENANTS		30
Section 9.1. Existence; Conduct of Business; REIT Status		30
Section 9.2. Payment of Obligations		30
Section 9.3. Maintenance of Properties; Insurance		30
Section 9.4. Books and Records		31
Section 9.5. Compliance with Laws		31
Section 9.6. Environmental Laws		31

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TABLE OF CONTENTS

(continued)

	Page
Section 9.7. Use of Proceeds		32
Section 9.8. Maintenance of Accounts		32
Section 9.9. Proceeds from Asset Sales; Deposit Accounts		33
Section 9.10. Most Favored Nation		33
Section 9.11. Leases		34
Section 9.12. Ground Leases		34
Section 9.13. Subsidiary Guarantors		35
Section 9.14. Pari Passu Ranking		36
Section 9.15. Insurance Endorsements		36
SECTION 10. NEGATIVE COVENANTS		36
Section 10.1. Financial Covenants		36
Section 10.2. Indebtedness		38
Section 10.3. Liens		38
Section 10.4. Limitation on Asset Dispositions and Certain Fundamental Changes		39
Section 10.5. Limitation on Restricted Payments		41
Section 10.6. Limitation on Investments, Loans and Advances		41
Section 10.7. Limitation on Transactions with Affiliates		42
Section 10.8. Limitation on Changes in Fiscal Year		42
Section 10.9. Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges		42
Section 10.10. Swap Agreements		43
Section 10.11. Restricted Property Leases		43
Section 10.12. Existing Indebtedness		43
Section 10.13. Limitation on Pledges of Additional Collateral		44
Section 10.14. Terrorism Sanctions Regulations		44
SECTION 11. EVENTS OF DEFAULT		44
SECTION 12. REMEDIES ON DEFAULT, ETC.		47
Section 12.1. Acceleration		47
Section 12.2. Other Remedies		48
Section 12.3. Rescission		49
Section 12.4. No Waivers or Election of Remedies, Expenses, Etc.		49
SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES		49
Section 13.1. Registration of Notes		49
Section 13.2. Transfer and Exchange of Notes		50
Section 13.3. Replacement of Notes		50
SECTION 14. PAYMENTS ON NOTES		51
Section 14.1. Place of Payment		51
Section 14.2. Home Office Payment		51

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TABLE OF CONTENTS

(continued)

	Page
SECTION 15. GUARANTEE		51
Section 15.1. Unconditional Guarantee		51
Section 15.2. Obligations Absolute		52
Section 15.3. Waiver		52
Section 15.4. Obligations Unimpaired		53
Section 15.5. Subrogation and Subordination		53
Section 15.6. Information Regarding the Company		54
Section 15.7. Reinstatement of Guarantee		54
Section 15.8. Subrogation and Contribution Rights		55
Section 15.9. Term of Guarantee		55
Section 15.10. Release of Subsidiary Guarantors		55
Section 15.11. Savings Clause		55
SECTION 16. EXPENSES, ETC.		56
Section 16.1. Transaction Expenses		56
Section 16.2. Survival		56
SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		56
SECTION 18. AMENDMENT AND WAIVER		57
Section 18.1. Requirements		57
Section 18.2. Solicitation of Holders of Notes		57
Section 18.3. Binding Effect, etc.		58
Section 18.4. Notes Held by Company, etc.		58
SECTION 19. NOTICES		58
SECTION 20. REPRODUCTION OF DOCUMENTS		59
SECTION 21. CONFIDENTIAL INFORMATION		59
SECTION 22. SUBSTITUTION OF PURCHASER		61
SECTION 23. INDEMNITY; DAMAGE WAIVER		61
SECTION 24. MISCELLANEOUS		62
Section 24.1. Successors and Assigns		62
Section 24.2. Accounting Terms		62
Section 24.3. Severability		62
Section 24.4. Construction, etc.		63
Section 24.5. Counterparts		63
Section 24.6. Governing Law		63
Section 24.7. Jurisdiction and Process; Waiver of Jury Trial		63

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TABLE OF CONTENTS

(continued)

SCHEDULE A	—	INFORMATION RELATING TO PURCHASERS
SCHEDULE B	—	DEFINED TERMS
SCHEDULE C	—	LUKOIL DISPUTE
SCHEDULE 1	—	FORM OF 6.0% GUARANTEED SENIOR SECURED NOTE DUE FEBRUARY 25, 2021
SCHEDULE 5.4	—	SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK
SCHEDULE 5.5	—	FINANCIAL STATEMENTS
SCHEDULE 5.15	—	EXISTING INDEBTEDNESS
SCHEDULE 5.21(A)(1)	—	MORTGAGED PROPERTIES
SCHEDULE 5.21(A)(2)	—	ADDITIONAL LEASED PROPERTIES
SCHEDULE 5.21(B)(1)	—	MORTGAGED PROPERTY LEASES
SCHEDULE 5.21(B)(2)	—	ADDITIONAL LEASES
SCHEDULE 5.21(B)(3)	—	RENT ROLL
SCHEDULE 5.21(C)	—	GROUND LEASES
SCHEDULE 5.23	—	CONDITION OF PROPERTIES
SCHEDULE 11.1	—	ENVIRONMENTAL REMEDIATION AND COMPLIANCE MATTERS
EXHIBIT A	—	FORM OF JOINDER
EXHIBIT B	—	FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT C	—	FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT
EXHIBIT D	—	FORM OF EQUITY PLEDGE
EXHIBIT E	—	FORM OF GENERAL ASSIGNMENT
EXHIBIT F	—	FORM OF QUALIFIED EXCHANGE TRUST AGREEMENT
EXHIBIT G	—	FORM OF NOTICE OF NEW RESTRICTED PROPERTY LEASES

-v-

GETTY REALTY CORP.

125 Jericho Turnpike, Suite 103,

Jericho, New York 11753

6.0% Guaranteed Senior Secured Notes due February 25, 2021

February 25, 2013

TO EACH OF THE PURCHASERS LISTED IN

            SCHEDULE A HERETO:

Ladies and Gentlemen:

GETTY REALTY CORP., a Maryland corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), and each of its Subsidiaries party hereto as a “Subsidiary Guarantor” (collectively, the “Initial Subsidiary Guarantors”) agree with each of the Purchasers as follows:

SECTION 1. AUTHORIZATION OF NOTES AND SUBSIDIARY GUARANTY; SECURITY DOCUMENTS AND COLLATERAL.

(a) The Company will authorize the issue and sale of $100,000,000 aggregate principal amount of its 6.0% Guaranteed Senior Secured Notes due February 25, 2021 (as amended, restated or otherwise modified from time to time pursuant to Section 18 and including any such notes issued in substitution therefor pursuant to Section 13, the “Notes”). The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B. References to a “Schedule” are references to a Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a Section of this Agreement unless otherwise specified.

(b) Each Initial Subsidiary Guarantor has authorized its joint and several, and unconditional, guaranty of the payment and performance by the Company of its obligations under this Agreement, the Notes and the other Financing Documents on the terms and conditions set forth in Section 15 hereof, and the performance of the Initial Subsidiary Guarantor’s other obligations under this Agreement and the Financing Documents

(c) The obligations of the Company and the Subsidiary Guarantors (collectively, the “Obligors”) under and pursuant to this Agreement and the Notes, and the Senior Credit Agreement, shall be secured by the following (collectively, the “Collateral”), as further memorialized in the Security Documents and subject to the terms of the Intercreditor Agreement:

(i) a first priority Lien on all Mortgaged Properties and any and all leases and rents related thereto, pursuant to the Mortgages;

(ii) a first priority Lien on all Equity Interests owned by the Company and/or each Subsidiary Guarantor in any Subsidiary thereof pursuant to the Equity Pledge;

(iii) a first priority Lien on the Deposit Accounts pursuant to the Deposit Account Control Agreements;

(iv) a first priority Lien in all personal property collateral described in the General Assignment; and

(v) a first priority Lien on the accounts referenced in Section 9.8 hereof.

SECTION 2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on February 25, 2013 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account referred to in the written funding instructions described in Section 4.10 below. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Company to tender such Notes.

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SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates.

(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) (i) from DLA Piper LLP (US), counsel for the Company, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (ii) from local counsel in each of the states in which any Restricted Property is located, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs each of its local counsel to deliver such opinions to the Purchasers) and (b) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, covering such matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have

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received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted to the extent such matters of fact are not already included in the representations and warranties made by the Company in Section 5.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

Section 4.7. Payment of Special Counsel Fees. Without limiting Section 16.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

Section 4.11. Initial Subsidiary Guarantors. Each Initial Subsidiary Guarantor shall have duly executed and delivered to each Purchaser an executed counterpart of this Agreement.

Section 4.12. Intercreditor Agreement. The Company, the Collateral Agent, the Bank Agent and each of the Purchasers shall have duly executed and delivered an intercreditor and collateral agency agreement in form and substance satisfactory to the Purchasers (as amended, restated or otherwise modified from time to time, the “Intercreditor Agreement”), and the Intercreditor Agreement shall be in full force and effect.

Section 4.13. Mortgages and Real Estate Due Diligence. The Purchasers shall have received deeds of trust, trust deeds, deeds to secure debt, mortgages, or any other document, creating and evidencing a Lien on Mortgaged Property, in form and substance satisfactory to the Purchasers and covering the properties identified to be mortgaged on Schedule 5.21(a)(1) and any assignment of rents delivered in connection therewith (in each case as amended, the “Mortgages”), duly executed by the appropriate Obligor, together with:

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(a) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Purchasers may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Bank Lenders and the Purchasers, subject only to the Permitted Encumbrances, and that satisfactory arrangements have been made for the payment of all filing, documentary, stamp, intangible and recording taxes and fees;

(b) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies naming the Collateral Agent as the insured (the “Mortgage Policies”) in form and substance, with endorsements and in amounts acceptable to the Purchasers, issued, coinsured and reinsured, to the extent reasonably required by the Purchasers, by title insurers reasonably acceptable to the Purchasers (collectively, the “Title Company”), insuring the Mortgages to be valid first and subsisting Liens on the Mortgaged Properties described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, subject only to Permitted Encumbrances, and providing for such other affirmative insurance as the Purchasers may reasonably deem necessary or desirable;

(c) with respect to each Mortgaged Property, a copy of an American Land Title Association survey, together with an affidavit of no change sufficient for the Title Company to eliminate the general or standard survey exception from the title insurance policy, and issue the comprehensive and survey endorsements thereto;

(d) with respect to each Mortgaged Property, such usual and customary affidavits, certificates, information (including financial data) and instruments of identification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the title insurance policy/ies and endorsements contemplated above;

(e) evidence reasonably acceptable to the Purchasers of payment by the Company of all required real estate taxes, title insurance policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages (and any assignments of leases and rents) and issuance of title insurance policies referred to above;

(f) with respect to each Mortgaged Property, copies of all leases in which the Company or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any, together with a tenant estoppel certificate in form and substance reasonably satisfactory to the Purchasers. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, reasonably acceptable to the Purchasers;

(g) the Appraisal of each of the Mortgaged Properties;

(h) a complete Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, and flood insurance on each such property required by the Required Holders, containing coverage, in amounts and otherwise on terms acceptable to the Required Holders; and

5

(i) all other due diligence and third party reports customarily obtained in connection with a mortgage financing, each in form satisfactory to the Purchasers and each at the sole cost of the Company, including without limitation, copies of all insurance policies, including without limitation any environmental and pollution liability insurance policies, maintained by or for the benefit of any Obligor and environmental assessments and engineering reports; provided that (i) with respect to the Mortgaged Properties (other than the GTY MD Leasing Properties (as identified on Schedule 5.21(a)(1)), the Purchasers agree to rely on existing third party environmental assessments and property condition reports so long as (A) the date of Closing occurs within one (1) year of the effective date of such third party assessments and reports, (B) there has been no damage, environmental contamination or other adverse change to such properties that would require the existing third-party reports to be updated or reissued and (C) to the extent required by the Purchasers, such third party explicitly agrees that the Purchasers and their successors and/or assigns are entitled to receive and rely on the same, such agreement being in form and substance satisfactory to the Purchasers, and (ii) with respect to the GTY MD Leasing Properties, the Purchasers agree to reasonably consider whether it can rely on existing third party reports, except where doing so would be in violation of rules or regulations binding upon any of the Purchasers or any Purchaser’s internal policies.

Section 4.14. Other Security Documents. The obligations shall be secured by a perfected first priority security interest in the Collateral in favor of the Collateral Agent, for the benefit of the Purchasers and the Bank Lenders on a pari passu basis. Each of the following documents, each of which shall be in form and substance satisfactory to the Purchasers, shall have been duly executed and delivered to the Purchasers by each Obligor which is a party thereto, and shall be in full force and effect:

(a) the Environmental Indemnity;

(b) the Equity Pledge;

(c) the General Assignment; and

(d) the Deposit Account Control Agreement.

Section 4.15. Contribution Agreement. Each Initial Subsidiary Guarantor shall have duly executed and delivered a Contribution Agreement by and among the Subsidiary Guarantors in form and substance satisfactory to the Purchasers (as amended, restated or otherwise modified from time to time, the “Contribution Agreement”), and the Contribution Agreement shall be in full force and effect.

Section 4.16. Registration and Filings. Each of the Obligors shall have authorized the Collateral Agent to file UCC financing statements in respect of the security interests created by the Security Documents in the office of each appropriate Governmental Authority if such filings are necessary or appropriate in such jurisdictions.

6

Section 4.17. UCC Searches and Litigation Searches. The Purchasers shall have received UCC searches with respect to the Obligors and litigation, bankruptcy and tax lien searches with respect to the Obligors, dated reasonably close to the date hereof.

Section 4.18. Bank Loan Documents. The Company shall have entered into the Bank Loan Documents, all in form and substance satisfactory to the Purchasers, and the Bank Loan Documents shall be in full force and effect.

Section 4.19. Governmental Approvals. All governmental and third party approvals necessary in connection with the Transactions have been obtained and remain in full force and effect.

Section 4.20. Repayment of Existing Indebtedness. The Company shall have provided the Purchasers with a payoff letter with respect to the TD Loan and, to the extent available, the Prior Credit Facility, each in form and substance satisfactory to them, and shall have repaid all outstanding amounts owed with respect thereto, and all collateral securing the Prior Credit Facility and the TD Loan shall have been released (or assigned to the Collateral Agent).

Section 4.21. Long-Term Leases. The Company shall have entered into (or caused its Subsidiaries to enter into) new long-term Leases for no fewer than 160 Properties which generate, in the aggregate, not less than $13,000,000 in annual triple-net rent.

Section 4.22. Projections. The Company shall have delivered to each Purchaser projected financial statements, including balance sheets, income statements and cash flows covering the period through and including December 31, 2018 (on a quarterly basis for 2013 and on an annual basis for all subsequent years).

Section 4.23. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

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Section 5.2. Authorization, Etc. The Financing Documents have been duly authorized by all necessary corporate action on the part of each Obligor party thereto, and this Agreement and the other Financing Documents constitute a legal, valid and binding obligation of each Obligor party thereto enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure. This Agreement, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the negotiation of this Agreement or in connection with the transactions contemplated hereby (this Agreement and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since September 30, 2012, there has been no change in the financial condition, operations, business, properties or prospects of the Company and its Subsidiaries, taken as a whole, except changes that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibited under the Financing Documents.

(c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

8

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance of each of the Financing Documents by each Obligor party thereto will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary (other than those created by the Financing Documents and the Bank Loan Documents) under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by any of the Obligors of any of the Financing Documents.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) Neither the Company nor any Subsidiary is (i) in default under any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for (i) any taxes and assessments the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP, or (ii) to the extent that the failure to so file or pay could not reasonably be expected to result in a Material Adverse Effect.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material to its business, except where the failure to have such good title or valid leasehold interest could not reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material to its business, except where the impairment of such ownership or possession is not reasonably expected to have a Material Adverse Effect, without known conflict with the rights of others.

(b) To the best knowledge of the Company, no product or service of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(c) To the best actual knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

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Section 5.12. Compliance with ERISA.

(a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount which could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could reasonably be expected to result in a Material Adverse Effect.

(b) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(b) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder as provided in Section 9.7. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

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Section 5.15. Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries for borrowed money the outstanding principal amount of which exceeds $10,000,000 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. The aggregate amount of all outstanding Indebtedness of the Company and its Subsidiaries not set forth in Schedule 5.15 does not exceed $10,000,000. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or any other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.

Section 5.16. Foreign Assets Control Regulations, Etc.

(a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the

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Comprehensive Iran Sanctions, Accountability and Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions.

(b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions.

(c) Neither the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) to the Company’s actual knowledge, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic Sanctions.

(d) (1) Neither the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to the Company’s actual knowledge, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is the target of sanctions imposed by the United Nations or the European Union;

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(2) To the Company’s actual knowledge, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage; and

(3) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended.

Section 5.18. Environmental Matters.

(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim and no proceeding has been instituted asserting any claim against the Company or any of its Subsidiaries or any of their respective real properties or other assets now or formerly owned, leased or operated by any of them, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any Subsidiary has stored any Hazardous Substances on real properties now or formerly owned, leased or operated by any of them in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(d) Neither the Company nor any Subsidiary has disposed of any Hazardous Substances in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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(e) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19. Economic Benefit. The Company and the Subsidiary Guarantors are considered a single consolidated business group of companies for purposes of GAAP and are dependent upon each other for and in connection their respective business activities and financial resources. The execution and delivery by the Purchasers of the Note Purchase Agreement and the provision of the financial accommodations thereunder provide direct and indirect commercial and economic benefits to each Subsidiary Guarantor and the incurrence by the Company of the Indebtedness under the Note Purchase Agreement and the Notes is in the best interests of each Subsidiary Guarantor. The board of directors of each Subsidiary Guarantor has deemed it advisable and in the best interest of such Subsidiary Guarantor that the transactions provided for in this Agreement (including, without limitation, the guarantee in Section 15 hereof) and the Notes be consummated.

Section 5.20. Solvency. Each of the Company and its Subsidiaries, taken as a whole on a consolidated basis, is Solvent, both immediately before and immediately after giving effect to the Financing Documents.

Section 5.21. Properties.

(a) Schedule 5.21(a)(1) is, as of the date hereof, a complete and correct listing of all Properties subject to a Mortgage under the Bank Loan Documents and the Financing Documents. Schedule 5.21(a)(2) is, as of the date hereof, a complete and correct listing of all Additional Leased Properties. No Restricted Property is subject to any Lien other than Permitted Encumbrances. Each Restricted Property is a Qualified Real Estate Asset.

(b) Schedule 5.21(b)(1) is, as of the date hereof, a complete and correct listing of all Leases with respect to Mortgaged Properties. Schedule 5.21(b)(2) is, as of the date hereof, a complete and correct listing of all Leases that have been agreed by the parties hereto to constitute “Additional Leases” under the terms of this Agreement. The information provided on the Rent Roll is true and complete in all material respects. The Company represents and warrants to the Purchasers with respect to the Restricted Property Leases that: (1) to the Company’s knowledge, the Restricted Property Leases are valid and in and full force and effect; (2) the Restricted Property Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Restricted Property Leases delivered to the Purchasers are true and complete in all material respects; (4) to the Company’s knowledge, neither the landlord nor any tenant is in default under any of the Restricted Property Leases; (5) the Company has no knowledge of any notice of termination or default with respect to any Restricted Property Lease; (6) neither the Company nor any of its Subsidiaries has assigned or pledged any of the Restricted Property Leases, the rents or any interests therein except to the Collateral Agent (on behalf of the Bank Lenders and the holders of Notes); (7) except as set forth in the Leases, no tenant or other party has an option to purchase all or any

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portion of the Property; (8) no Tenant has the unilateral right to terminate any Restricted Property Lease prior to expiration of the stated term of such Restricted Property Lease absent the occurrence of any casualty, condemnation or default by the Company or any of its Subsidiaries thereunder; and (9) no Tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and construction contributions).

(c) Schedule 5.21(c) is, as of the date hereof, a complete and correct listing of all ground leases with respect to any Property subject to the Restricted Property Leases. The Company represents and warrants to the Purchasers with respect to the Ground Leases that: (1) to the Company’s knowledge, the Ground Leases are valid and in full force and effect; (2) the Ground Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (3) the copies of the Ground Leases delivered to the Purchasers are true and complete in all material respects; (4) to the Company’s knowledge, neither the ground lessor nor any ground lessee is in default under any of the Ground Leases; (5) the Company has no knowledge of any notice of termination or default with respect to any Ground Lease; (6) the Company has not assigned or pledged any of the Ground Leases, the rents or any interests therein except to the Collateral Agent (on behalf of the Bank Lenders and the Purchasers); and (7) no ground lessor has the unilateral right to terminate any Ground Lease prior to expiration of the stated term of such Ground Lease absent the occurrence of any casualty, condemnation or default by the Company or any of its Subsidiaries thereunder.

Section 5.22. Insurance. Except to the extent that the Company and its Subsidiaries are relying on the Tenants as to primary coverage in accordance with the terms of the Leases, the Company and each Subsidiary maintains with insurance companies rated at least A- by A.M. Best & Co., with premiums at all times currently paid, insurance upon fixed assets, including general and excess liability insurance, fire and all other risks insured against by extended coverage, employee fidelity bond coverage, and all insurance required by law, all in form and amounts required by law and customary to the respective natures of their businesses and properties, except in cases where failure to maintain such insurance will not have or potentially have a Material Adverse Effect.

Section 5.23. Condition of Properties. Each of the following representations and warranties is true and correct except to the extent disclosed on Schedule 5.23 or that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) All of the improvements located on the Properties and the use of said improvements comply and shall continue to comply in all respects with all applicable zoning resolutions, building codes, subdivision and other similar applicable laws, rules and regulations and are covered by existing valid certificates of occupancy and all other certificates and permits required by applicable laws, rules, regulations and ordinances or in connection with the use, occupancy and operation thereof.

(b) No material portion of any of the Properties, nor any improvements located on said Properties that are material to the operation, use or value thereof, have been damaged in any respect as a result of any fire, explosion, accident, flood or other casualty.

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(c) No condemnation or eminent domain proceeding has been commenced or to the knowledge of the Company is about to be commenced against any portion of any of the Properties, or any improvements located thereon that are material to the operation, use or value of said Properties.

(d) No notices of violation of any federal, state or local law or ordinance or order or requirement have been issued with respect to any Properties.

Section 5.24. REIT Status. The Company is a real estate investment trust under Sections 856 through 860 of the Code.

Section 5.25. Security Interests.

(a) Each of the Mortgages creates, as security for the obligations of the Company due hereunder and under the other Financing Documents, a valid and enforceable first Lien on all of the Mortgaged Properties and other collateral named therein, superior to and prior to the rights of all third persons and subject to no other Liens (except for Permitted Encumbrances), in favor of the Collateral Agent for its benefit and the benefit of the Bank Lenders and the holders of Notes.

(b) Each of the Equity Pledge and the General Assignment creates, as security for the obligations of the Company due hereunder and under the other Financing Documents, a valid, perfected and enforceable Lien on the collateral named therein.

(c) The Deposit Account Control Agreements (together with the provisions of this Agreement) create, as security for the obligations of the Company due hereunder and under the other Financing Documents, a valid, perfected and enforceable first Lien on the accounts referenced therein.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

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(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d);or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset

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manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

Section 7.1. Financial and Business Information. The Company shall deliver to each holder of a Note that is an Institutional Investor:

(a) Quarterly Statements — within 45 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the

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companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http://www.gettyrealty.com) and shall have given each holder of a Note prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

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(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d) Projected Financial Statements and Updated Rent Roll — no later than March 31 of each calendar year, (x) projected financial statements, including balance sheets, income statements and cash flows covering the five year period commencing January 1 of such calendar year (on an annual basis) and (y) an updated Rent Roll;

(e) Tenant/Subtenant Financials — promptly after the same is received by the Company or any Subsidiary, financial statements and/or operating statements of each Tenant under any Restricted Property Lease and such Tenant’s subtenants, if any;

(f) Notice of Default or Event of Default — promptly, and in any event within five days of a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(g) ERISA Matters — promptly, and in any event within five days of a Responsible Officer becoming aware of the same, written notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(h) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(i) Resignation or Replacement of Auditors — within ten days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof;

(j) Notice of Material Adverse Events — promptly, and in any event within five days of a Responsible Officer becoming aware of the following, notice of any development that results in, or could reasonably be expected to result in, a Material Adverse Effect so long as disclosure of such information could not result in a violation of, or expose the Company or its Subsidiaries to any material liability under, any applicable law, ordinance or regulation or any agreements with unaffiliated third parties that are binding on the Company, or any of its Subsidiaries or on any Property of any of them;

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(k) Information Required by Rule 144A — and any Qualified Institutional Buyer designated by such holder, promptly, upon the request of any such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act; and

(l) Requested Information — with reasonable promptness, such other data and information relating to the Mortgaged Properties, business, operations, affairs, financial condition, or assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note, so long as disclosure of such information would not result in a violation of any applicable law, ordinance or regulation or any agreement with an unaffiliated third party that is binding on the Company or any of its Subsidiaries.

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of a Note):

(a) Default — certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto;

(b) Covenant Compliance — setting forth reasonably detailed calculations demonstrating compliance with Section 10.1 (and any Incorporated Provision requiring financial calculations in order to determine compliance therewith); provided that in the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 24.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(c) Change in GAAP — if any material change in the application of GAAP has occurred since the date of the audited financial statements referred to in Section 5.5, a description of such change and the effect of such change on the financial statements accompanying such certificate; and

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(d) Revaluation Events — if any events or circumstances that reasonably could be expected to result in, or that have resulted in, the right for the Required Holders to require or request a revaluation of any Mortgaged Property Leases under clause (i) of the last paragraph of Section 10.1, a report detailing any such events or circumstances.

Section 7.3. Visitation. The Company shall permit the representatives of each holder of a Note that is an Institutional Investor, upon reasonable prior notice during normal business hours, to visit and inspect its properties (subject to the rights of tenants or subtenants in possession), to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements:

(i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail;

(ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://gettyrealty.com as of the date of this Agreement;

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 19, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

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Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000, or any larger multiple of $100,000, in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 18. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3. Offer to Prepay upon Receipt of Designated Proceeds.

(a) Notice and Offer. In the event that (i) the Company or any Subsidiary receives any Designated Proceeds (or has any proceeds that become Designated Proceeds), and (ii) any of such proceeds are to be used to (A) repay revolving loans under the Bank Credit Agreement and permanently reduce the corresponding revolving credit commitments of the Bank Lenders or (B) prepay any of the outstanding term loans under the Bank Credit Agreement, the Company will, within 3 Business Days of the receipt of such Designated Proceeds (or such proceeds becoming Designated Proceeds), give written notice thereof to each holder of Notes, and shall not apply such Designated Proceeds in accordance with clause (ii) above (such Designated Proceeds, “Relevant Designated Proceeds”) until the Designated Proceeds Prepayment Date. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer (“Designated Proceeds Prepayment Offer”) to prepay, at the election of each holder and in accordance with the terms of the Intercreditor Agreement, at par (and without any payment of the Make-Whole Amount), a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Relevant Designated Proceeds on a date specified in such notice (the “Designated Proceeds Prepayment Date”) that is not less than 20 days and not more than 45 days after the date of such notice, together with interest on the amount to be so prepaid accrued to the Designated Proceeds Prepayment Date. If the Designated Proceeds Prepayment Date shall not be specified in such notice, the Designated Proceeds Prepayment Date shall be the 20th day after the date of such notice.

(b) Acceptance and Payment. To accept such Designated Proceeds Prepayment Offer, a holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than 15 days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within 15 days after the date of such written notice shall be deemed to constitute an acceptance of the

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Designated Proceeds Prepayment Offer. If so accepted by any holder of a Note, the amount of such offered prepayment (equal to not less than such holder’s Ratable Portion of the Relevant Designated Proceeds) shall become due and payable on the Designated Proceeds Prepayment Date and shall be delivered to the Collateral Agent for application on such date in accordance with the terms of the Intercreditor Agreement. Such offered prepayment shall be made at one hundred percent (100%) of the principal amount of such Notes being so prepaid, together with interest on such principal amount then being prepaid accrued to the Designated Proceeds Prepayment Date.

(c) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying (i) the Designated Proceeds Prepayment Date, (ii) the Designated Proceeds and the Relevant Designated Proceeds, (iii) that such offer is being made pursuant to Section 8.3, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to the Designated Proceeds Prepayment Date and (vi) in reasonable detail, the nature of the event giving rise to such Designated Proceeds Prepayment Offer and certifying that no Default or Event of Default exists or would exist after giving effect to the prepayment contemplated by such offer.

(d) Notice Concerning Status of Holders of Notes. Promptly after each Designated Proceeds Prepayment Date and the making of all prepayments contemplated on such Designated Proceeds Prepayment Date under this Section 8.3 (and, in any event, within 10 days thereafter), the Company shall deliver to each holder of Notes a certificate signed by a Senior Financial Officer of the Company containing a list of the then current holders of Notes (together with their addresses) and setting forth as to each such holder the outstanding principal amount of Notes held by such holder at such time.

Section 8.4. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.1 or Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the Company may defer or abandon such prepayment upon written notice to the holders of the Notes. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such prepayment is expected to occur, and (iii) any determination by the Company to rescind such notice of prepayment. From and after the date fixed for such prepayment (if not deferred or abandoned), unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount (or Change in Control Prepayment Amount, as applicable), if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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Section 8.6. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.7. Change in Control Prepayment.

(a) Notice of Change in Control or Control Event. The Company will, within five Business Days after any Senior Financial Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.7. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.7.

(b) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least 30 days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in subparagraph (c) of this Section 8.7, accompanied by the certificate described in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such Change in Control, it prepays all Notes required to be prepaid in accordance with this Section 8.7.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, the Notes held by each holder of Notes (the terms “holder” and “holder of Notes”, for purposes of this Section 8.7, shall refer to the beneficial owner in respect of any Note registered in the name of a nominee for a disclosed beneficial owner) on a date specified in such offer (the “Change in Control Prepayment Date”). If such Change in Control Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.7, such date shall be not less than 20 days and not more than 45 days after the date of such offer (if the Change in Control Prepayment Date shall not be specified in such offer, the Change in Control Prepayment Date shall be the first Business Day after the 20th day after the date of such offer).

(d) Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance to be delivered to the Company not later than fifteen (15) days after receipt by such holder of the most recent offer of prepayment. A failure by a holder to respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute an acceptance of such offer by such holder.

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(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and the Change of Control Prepayment Amount. The prepayment shall be made on the Change in Control Prepayment Date except as provided in subparagraph (f) of this Section 8.7.

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control has not occurred on the Change in Control Prepayment Date in respect thereof, the prepayment shall be deferred until, and shall be made on, the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

(g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Change in Control Prepayment Date; (ii) that such offer is made pursuant to this Section 8.7; (iii) the principal amount and Series of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Change in Control Prepayment Date; (v) the estimated Change in Control Prepayment Amount due with respect to each Note offered to be prepaid, setting forth the details of such computation (assuming the date of such certificate were the date of prepayment), (vi) that the conditions of this Section 8.7 have been fulfilled; and (vii) in reasonable detail, the nature and date or proposed date of the Change in Control. Additionally, two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Change in Control Prepayment Amount as of the specified prepayment date.

(h) Certain Definitions.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company or by a majority of any nominating committee appointed by such board of directors for the purpose of nominating directors for election to such board nor (ii) appointed by directors so nominated nor (iii) directors on February 25, 2013; and (c) any Change of Control (as such term is defined in the Bank Credit Agreement) under the Bank Credit Agreement for so long as the Bank Credit Agreement is in effect.

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“Control Event” means:

(i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control, or

(ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control.

Section 8.8. Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or 8.7 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

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If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.5 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or 8.7 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.9. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.5 that the notice of any prepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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SECTION 9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 9.1. Existence; Conduct of Business; REIT Status. The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to so preserve, renew or keep in force and effect could not reasonably be expected to have a Material Adverse Effect. The Company shall do all things necessary to preserve, renew and keep in full force and effect its status as a real estate investment trust under Sections 856 through 860 of the Code.

Section 9.2. Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay its obligations, including, without limitation, tax liabilities, all lawful claims of materialmen, mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where:

(a) the validity or amount thereof is being contested in good faith by appropriate proceedings;

(b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP; and

(c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 9.3. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to:

(a) use commercially reasonable efforts to cause its Tenants to keep and maintain all property material to the conduct of their business in good working order and condition, ordinary wear and tear excepted, except where the failure to so maintain and repair could not reasonably be expected to have a Material Adverse Effect; and

(b) maintain (and/or cause its Tenants to maintain), with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations and, in any event, no less beneficial than the types and amounts of coverage in place and approved by the Collateral Agent as of the date of the Closing (including all required flood insurance) (subject to any obligations relating to same contained in any post-closing agreement executed by the Company). The Company shall from time to time deliver to the Collateral Agent upon request a detailed list of, together with certificates evidencing, all of its and its Restricted Property Tenants’ policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby and, if requested by the Collateral Agent, as to

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insurance covering any Restricted Property, naming the Collateral Agent as an “additional loss-payee” or “additional insured” thereunder. In addition, if required by the Collateral Agent, the Company shall provide (and/or use commercially reasonable efforts to cause its Restricted Property Tenants to provide) the Collateral Agent with copies of any such insurance policies, to the extent in the possession of the Company or otherwise obtainable by the Company. The Required Holders shall have the right to require the Company to (or to use commercially reasonable efforts to cause its Restricted Property Tenants to) obtain additional insurance after the date of the Closing to the extent the Collateral Agent reasonably deems the same to be in accordance with commercially reasonable industry standards and practices and/or necessary in order for the holders of Notes to comply with any applicable laws or regulations. The Company agrees to promptly obtain any such additional insurance.

Section 9.4. Books and Records. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.

Section 9.5. Compliance with Laws. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 9.6. Environmental Laws. The Company will, and will cause each of its Subsidiaries to:

(a) comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect;

(b) conduct and complete, or use commercially reasonable efforts to ensure that its tenants conduct and complete (provided that if such tenants fail to do so, the Company shall conduct and complete) all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that:

(i) the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not be reasonably expected to have a Material Adverse Effect, or

(ii) the Company has determined in good faith that contesting the same or complying with such requirement is not in the best interests of the Company and its Subsidiaries and the failure to contest or comply with the same could not be reasonably expected to have a Material Adverse Effect; and

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(c) defend, indemnify and hold harmless each holder of a Note, and its respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses (whether arising pre-judgment or post-judgment) of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Company, its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the fraud, gross negligence or willful misconduct of any party indemnified hereunder. Notwithstanding anything to the contrary in this Agreement, this indemnity shall continue in full force and effect regardless of the termination of this Agreement.

Section 9.7. Use of Proceeds. The proceeds from the sale of the Notes will be used only (a) to repay all amounts owed under the Prior Credit Facility and the TD Loan (b) for general corporate purposes of the Company and its Subsidiaries in the ordinary course of business (including, without limitation, acquisitions) and (c) for closing costs incurred by the Company in connection with the consummation of the transactions contemplated herein and in the other Financing Documents. No part of the proceeds from the sale of any Note will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

Section 9.8. Maintenance of Accounts. The Company shall, and shall cause each of its Subsidiaries to, maintain all of its respective bank accounts with the Collateral Agent (or a Bank Lender approved by the Required Holders in their reasonable discretion), and shall, and shall cause each of its Subsidiaries to, grant a security interest in all such accounts to the Collateral Agent (for the benefit of the holders of Notes and the Bank Lenders) by execution of a Deposit Account Control Agreement substantially in the form of Exhibit B attached hereto; provided that, so long as no Event of Default is continuing, except as otherwise provided herein, the Company may use and apply all amounts in any such accounts, including all Deposit Accounts, for any purpose for which proceeds from the sale of the Notes may be applied pursuant to Section 9.7 hereof free and clear of any such security interest. Notwithstanding the foregoing, the Company shall be permitted to maintain that certain account at Capital One Bank, account number 46-N11-1-3, and none of the Collateral Agent, the holders of Notes or any Bank Lender shall have a security interest therein; provided, however, without the prior written consent of the Required Holders, which consent shall not be unreasonably withheld, conditioned or delayed, at no time shall there be in excess of $250,000 in such account. Notwithstanding the foregoing, the Company shall be permitted to establish 1031 exchange accounts with Bank of America, N.A., or such other bank as is reasonably approved by the Required Holders, into which proceeds from the sale of Properties may be deposited; provided that, with respect to each such 1031 exchange account, the Company or its applicable Subsidiary, the Collateral Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established shall have entered into a Qualified Exchange Trust Agreement in the form of Exhibit F attached hereto.

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Section 9.9. Proceeds from Asset Sales; Deposit Accounts.

(a) Except as otherwise required in order to comply with Section 10.4 with respect to the disposition of any Additional Leased Property, all proceeds received by the Company or its Subsidiaries from the sale, transfer or conveyance of any Restricted Property or other assets of the Company or any of its Subsidiaries during the term of the Notes, and all Designated Proceeds (unless being used to repay revolving loans under the Bank Credit Agreement without any corresponding reduction in the revolving loan commitments of the Bank Lenders in connection therewith, or being applied to a prepayment of the Bank Loans and the Notes in accordance with Section 8.3 hereof and the Intercreditor Agreement), shall be deposited into one or more of the Deposit Accounts.

(b) As security for payment of the obligations under the Notes and the performance by the Company of all other terms, conditions and provisions of the Financing Documents, the Company hereby pledges and assigns to the Collateral Agent (on behalf of the holders of Notes and the Bank Lenders), and grants to the Collateral Agent (on behalf of the holders of Notes and the Bank Lenders) a security interest in, all the Company’s right, title and interest in and to the Deposit Accounts and all payments to or monies held in the Deposit Accounts. The Company shall not, without obtaining the prior written consent of the Collateral Agent, further pledge, assign or grant any security interest in the Deposit Accounts, or permit any Lien to attach thereto, or any levy to be made thereon; provided that, so long as no Event of Default is continuing, except as otherwise provided herein, the Company may use and apply all amounts in the Deposit Accounts for any purpose for which the proceeds from the sale of Notes may be applied pursuant to Section 9.7 free and clear of any such security interest. Upon the occurrence and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreement, the Collateral Agent may apply any sums in any Deposit Account in any order and in any manner as the Collateral Agent shall elect in its discretion without seeking the appointment of a receiver and without adversely affecting the rights of the Collateral Agent to foreclose the Lien of the Mortgages or exercise its other rights under the Security Documents.

Section 9.10. Most Favored Nation. If the Company or any Subsidiary incurs any Indebtedness or modifies or amends the terms of any existing Indebtedness providing for any terms or conditions more favorable to the applicable lender than those provided for in the Financing Documents (including, without limitation, any covenants more restrictive than those provided for in the Financing Documents), then the holders of Notes shall have the benefit of any such more advantageous terms and conditions and the Financing Documents shall be deemed automatically modified accordingly. The Company agrees to, and to cause each Subsidiary to, execute and deliver to each holder of a Note any amendment documents or other agreements necessary to evidence that the terms of the Financing Documents have been so modified.

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Section 9.11. Leases. The Company: (i) shall perform the material obligations which the Company is required to perform under the Restricted Property Leases; (ii) shall enforce the material obligations to be performed by the Tenants thereunder in a commercially reasonably manner; (iii) shall promptly furnish to the holders of Notes any notice of material default or termination received by the Company from any tenant under a Restricted Property Lease, and any notice of default or termination given by the Company to any Tenant under a Restricted Property Lease; (iv) shall not collect any rents under any Restricted Property Lease for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits; (v) shall not enter into any ground lease or master lease of any part of any Restricted Property; and (vi) within ten (10) Business Days after the Required Holders’ request, shall furnish to the holders of Notes a statement of all tenant security deposits under any Restricted Property Lease, and copies of all Restricted Property Leases not previously delivered to the holders of Notes by the Company, certified by the Company as being true and correct.

Section 9.12. Ground Leases.

(a) The Company shall pay or cause to be paid all rents, additional rents and other sums required to be paid by the Company or its Subsidiaries, as tenant under and pursuant to the provisions of the Ground Leases on or before the date on which such rent or other charge is payable.

(b) The Company shall, and shall cause its Subsidiaries to, diligently perform and observe in all material respects the terms, covenants and conditions of the Ground Leases on the part of the Company or its Subsidiaries, as tenant thereunder, to be performed and observed prior to the expiration of any applicable grace period therein provided.

(c) The Company shall promptly notify the holders of Notes of the giving of any notice by any ground lessor under the Ground Leases to the Company or any of its Subsidiaries of any default by the Company or any of its Subsidiaries, as lessee thereunder, and promptly deliver to the holders of Notes a true copy of each such notice. The Company shall not, and shall not permit any Subsidiary to, (i) amend or modify any of the Ground Leases in any material or adverse manner without the Required Holders’ approval, which approval shall not be unreasonably withheld, conditioned or delayed and (ii) terminate, surrender or consent to any termination or surrender of any such Ground Lease without Required Holders’ approval.

(d) If the Company or any Subsidiary shall be in default in any material respect beyond any applicable notice and grace period under any Ground Lease, then, subject to the terms of such Ground Lease, the Collateral Agent (on behalf of the holders of Notes and the Bank Lenders) shall have the right (but not the obligation), to cause the default or defaults under such Ground Lease to be remedied and otherwise exercise any and all rights of the Company or any Subsidiary under such Ground Lease, as may be necessary to prevent or cure any default. Without limiting the foregoing, upon any such default, the Company shall, or shall cause its applicable Subsidiary to, promptly execute, acknowledge and deliver to the Collateral Agent such instruments as may reasonably be required to permit the Collateral Agent to cure any default under such Ground Lease. The

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actions or payments of the Collateral Agent to cure any default by the Company or any Subsidiary under any such Ground Lease shall not remove or waive, as between the Company and the holders of Notes, the default that occurred under this Agreement by virtue of the default under the applicable Ground Lease.

(e) In the event that the Company (or any of its Subsidiaries) shall obtain fee title to any Mortgaged Property subject to a Ground Lease, the Company shall give the holders of the Notes prompt notice thereof and, at the election of the Required Holders, the Company shall execute and deliver (or causing its Subsidiary to execute and deliver) to the holders of Notes a Mortgage with respect to such Property and such other documents as the Required Holders shall deem reasonably necessary in order to cause the Notes to be secured by such Property and, in connection therewith, holders of the Notes shall be permitted to obtain all due diligence and third party reports with respect to such Property customarily obtained in connection with a mortgage financing, each in form satisfactory to the Required Holders and each at the sole cost of the Company, including without limitation, appraisals, environmental assessments, insurance, flood determinations and engineering reports.

(f) The Company shall not, without the Required Holders’ prior written consent, cause, agree to, or permit to occur any subordination, or consent to the subordination of, any Ground Lease to any mortgage, deed of trust or other Lien encumbering (or that may in the future encumber) the estate of the lessor under such Ground Lease in any premise(s) demised to the Company or any of its Subsidiaries thereunder (other than a subordination or consent to subordination expressly required by the terms of such Ground Lease, in which the Company or such Subsidiary obtains rights of non-disturbance for so long as the Company or its Subsidiary is not in default under such Ground Lease).

Section 9.13. Subsidiary Guarantors. The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Bank Credit Agreement to concurrently therewith:

(a) become a Subsidiary Guarantor by executing and delivering to each holder of a Note a Joinder; and

(b) deliver to each of holder of a Note a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Sections 5.2, 5.4(c), 5.6, 5.7, 5.19 and 5.20 of this Agreement (with respect to such Subsidiary);

(c) duly execute and deliver to the each holder of a Note all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such Joinder and the performance by such Subsidiary of its obligations thereunder; and

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(d) an opinion of counsel reasonably satisfactory to the Required Holders and covering such matters substantially addressed in the opinion of counsel delivered pursuant to Section 4.4(a)(i) hereof on the date of Closing but relating to such Subsidiary and such Joinder.

Section 9.14. Pari Passu Ranking.

The Obligors’ obligations under the Financing Documents to which they are a party will, upon issuance of the Notes, rank at least pari passu, without preference or priority, with all of their respective obligations under the Bank Loan Documents.

Section 9.15. Insurance Endorsements.

The Company shall deliver endorsements reasonably satisfactory to the Required Holders naming the Collateral Agent as an “additional insured”, “additional payee” and/or “mortgagee”, as applicable, under each insurance policy (including flood insurance and environmental insurance) obtained by the Company, the Subsidiary Guarantors or, with respect to the Mortgaged Properties only, their Tenants, as is reasonably required by the Required Holders, in each case on or prior to April 25, 2013.

SECTION 10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are outstanding:

Section 10.1. Financial Covenants. The Company shall not:

(a) Loan-to-Value Ratio. Permit the Loan-to-Value Ratio, at any time, to be greater than 50%.

(b) Tangible Net Worth. Permit Tangible Net Worth, as determined as of the end of each fiscal quarter, to be less than $320,000,000 plus 80% of the net proceeds received by the Company from any equity offerings occurring after the date hereof (other than proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in the Company up to the amount paid by the Company in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that the Company shall not have increased its net worth as a result of any such proceeds).

(c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as determined as of the end of each fiscal quarter, to be less than (x) 1.75:1.00 with respect to each fiscal quarter ending on or prior to December 31, 2013 and (y) 2.0:1.0 with respect to each fiscal quarter ending thereafter.

(d) Minimum EBITDA. Permit EBITDA, as determined as of the end of each fiscal quarter, to be less than (x) $30,000,000 with respect to the fiscal quarter ending on December 31, 2012, (y) $32,500,000 with respect to the fiscal quarters ending on March 31, 2013 and June 30, 2013 and (z) $35,000,000 with respect to each fiscal quarter ending thereafter.

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(e) Debt to EBITDA. Permit the Debt to EBITDA Ratio, as determined as of the end of each fiscal quarter, to be greater than (x) 5.25:1.0 with respect to the fiscal quarter ending on December 31, 2012, and (y) 5.0:1.0 with respect to each fiscal quarter ending thereafter.

For purposes of calculating compliance with this Section 10.1, all of the foregoing financial covenants shall be measured on a consolidated basis for the Company and its Subsidiaries.

With respect to the Required Holders’ determination of the Loan-to-Value Ratio, the Appraised Value of a Mortgaged Property Lease (other than the White Oak Lease) shall be determined or redetermined, from time to time, upon at least five (5) Business Days written notice to the Company and at the Company’s expense, in any of the following circumstances:

(i) if at any time a material adverse change or changes occurs with respect to Properties subject to Mortgaged Property Leases (other than the White Oak Lease) as to which the Required Holders have determined in their reasonable discretion that such change could reasonably be expected to result in reduction of the overall value of the Mortgaged Property Leases (other than the White Oak Lease) by more than 10% of the aggregate Appraised Value of all Mortgaged Properties Leases (other than the White Oak Lease) at such time, including for this purpose, without limitation, any material deterioration in the net operating income of any Property or Properties subject to Mortgaged Property Leases (other than the White Oak Lease), a major casualty at any Property or Properties subject to Mortgaged Property Leases (other than the White Oak Lease), a material condemnation of any part of any Property or Properties subject to a Mortgaged Property Leases (other than the White Oak Lease), a material adverse change in the market conditions affecting any Property or Properties subject to a Mortgaged Property Leases (other than the White Oak Lease), an environmental incident and closure or suspension of operations resulting therefrom, or the disposition of any Property or Properties (whether voluntarily or involuntarily; but for the avoidance of doubt, excluding the lease of any Property pursuant to a Mortgaged Property Lease (other than the White Oak Lease));

(ii) if any Event of Default occurs; or

(iii) if necessary in order to comply with applicable law relating to the holders of Notes, but only after prior written notice from the Required Holders to the Company, accompanied by a certification of the Required Holders specifying in reasonable detail the applicable law and the specific provision thereof requiring such action;

provided, however, that the Required Holders shall not determine or redetermine the Appraised Value of a Mortgaged Property Lease (other than the White Oak Lease) to account for any of the circumstances described in any of clauses (i), (ii) or (iii) above if the “Appraised Value” (as defined in the Bank Credit Agreement) of such Mortgaged Property Lease (other than the White Oak Lease) was determined or redetermined to account for such circumstance within the period of 180 days prior to such time in accordance with the terms of the Bank Credit Agreement, and

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in such event, the Appraised Value of such Mortgaged Property Lease (other than the White Oak Lease) shall be deemed to be the “Appraised Value” (as defined in the Bank Credit Agreement) of such Mortgaged Property Lease (other than the White Oak Lease) then in effect under the Bank Credit Agreement.

Section 10.2. Indebtedness. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness except:

(a) Indebtedness created hereunder;

(b) Indebtedness created by the Bank Loan Documents and (i) any amendment, supplement or modification to the terms or conditions of the Bank Loan Documents, or (ii) extensions, renewals and replacements of any such Indebtedness, in each case, made in accordance with the terms of the Intercreditor Agreement;

(c) customary unsecured trade payables incurred in connection with the ownership and operation of Properties;

(d) existing Indebtedness assumed in connection with the purchase of a Property by the Company or any of its Subsidiaries;

(e) non-recourse mortgage Indebtedness secured by Properties other than the Restricted Properties which, in the aggregate, does not exceed 10% of Tangible Net Worth;

(f) Indebtedness of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary; and

(g) unsecured Indebtedness with a maturity date occurring after the Maturity Date, provided that the proceeds from such Indebtedness shall be applied towards a prepayment of the Notes pursuant to Section 8.3.

Section 10.3. Liens. The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) Liens created pursuant to the Indebtedness permitted under Section 10.2 (e) hereof or the Swap Agreements permitted under Section 10.10; and

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that:

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(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be;

(ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary; and

(iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof.

Section 10.4. Limitation on Asset Dispositions and Certain Fundamental Changes. The Company will not, and will not permit any Subsidiary to:

(a) enter into any merger, consolidation or amalgamation;

(b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution);

(c) convey, sell, lease, assign, transfer or otherwise dispose of all or a substantial portion of its property, business or assets; or

(d) convey, sell, lease, assign, transfer or otherwise dispose of any Restricted Property (other than Properties not subject to a Lease, which may be sold and/or leased by the Company and its Subsidiaries).

Notwithstanding the foregoing, from time to time the Company may request, upon not less than thirty (30) days prior written notice to the holders of Notes or such shorter period as may be acceptable to the Required Holders, that the Required Holders consent to the sale of any Additional Leased Property, and Required Holders shall grant their consent to such sale (a “Property Sale”) provided that the following conditions are satisfied as of the date of such Property Sale:

(i) the Property Sale is to a bona-fide third party and the proceeds from such sale are either (w) used to repay revolving loans under the Bank Credit Agreement, provided there is no corresponding reduction in the revolving loan commitments of the Bank Lenders in connection therewith, (x) (1) delivered to the Collateral Agent, (2) offered to prepay a portion of the Notes from such proceeds in accordance with Section 8.3 as if such proceeds were Relevant Designated Proceeds, and (3) to the extent such offer is accepted, applied to a prepayment of Notes and the loans under the Bank Credit Agreement in accordance with the terms of such Section and the Intercreditor Agreement, (y) if no revolving loans are outstanding under the Bank Credit Agreement (after the application of any proceeds pursuant to the foregoing clauses (w) or (x)), deposited into a Deposit Account, or (z) deposited into a restricted 1031 exchange account (provided that (A) the Company or its applicable Subsidiary, the Collateral Agent and the 1031 exchange intermediary at which such 1031 exchange account has been established have entered into a Qualified Exchange

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Trust Agreement in the form of Exhibit F attached hereto with respect to the funds in such 1031 exchange account, and (B) any funds to be released to the Company or its Subsidiaries from any such 1031 exchange account shall be applied pursuant to clause (w), (x) or (y) above), and such funds shall be so released and applied (to the extent not applied to the purchase of Properties in accordance with the terms of a Qualified Exchange Trust Agreement) on the earlier of (1) 200 days after the consummation of the applicable Property Sale and (2) such earlier date that such funds are released to the Company or any Subsidiary under the terms of the applicable “Exchange Agreement” relating to (and as defined in) such Qualified Exchange Trust Agreement;

(ii) no Default or Event of Default exists (unless such Default or Event of Default would be cured as a result of such release and/or by the application of the proceeds of such sale; but, to the extent such proceeds are applied to prepay or repay loans under the Bank Credit Agreement, only if the Company shall have (1) delivered such proceeds to the Collateral Agent, (2) offered to prepay a portion of the Notes from such proceeds in accordance with Section 8.3 as if such proceeds were Relevant Designated Proceeds, and (3) to the extent such offer is accepted, applied to a prepayment of Notes and the loans under the Bank Credit Agreement in accordance with the terms of such Section and the Intercreditor Agreement) or will exist immediately after giving effect to such Property Sale (and after taking into account any additional Restricted Property Leases entered into in accordance with Section 10.11 hereof that occurs substantially contemporaneously with such Property Sale) and any adjustment to the Net Operating Income by reason of such Property Sale and/or additional Restricted Property Lease, if any;

(iii) the Net Operating Income (divided by the Cap Rate) ascribed to the Additional Leased Property being sold, together with the portion of the Net Operating Income (divided by the Cap Rate) ascribed to any prior Property Sales made in accordance herewith (as determined as of the date of such prior Property Sales), shall not exceed 10% of the aggregate value of the components of clause (b) of the definition of Loan-to-Value Ratio as of the date of determination;

(iv) the Company shall have delivered to each holder of a Note a certificate in reasonable detail demonstrating that the Company shall remain in compliance with financial covenants of Section 10.1 after giving effect to such request and any prepayment to be made in connection therewith;

(v) any consent to such Property Sale required under the Bank Loan Documents shall have been obtained by the Company; and

(vi) the Company shall have delivered to each holder of a Note all documents and instruments reasonably requested by the Required Holders in connection with such Property Sale.

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At the time of any such Property Sale, the Additional Leased Property shall be released as an Additional Leased Property hereunder and under the Bank Loan Documents and the Collateral Agent shall execute and deliver, and the Purchasers and the holders of Notes hereby authorize and direct the Collateral Agent to execute and deliver, any documents or instruments reasonably requested by the Company in connection with such release.

Section 10.5. Limitation on Restricted Payments. Unless otherwise required in order to maintain the Company’s status as a real estate investment trust (in which case, such amount shall be the minimum required in the Company’s good faith estimation), the Company shall not declare or pay any dividend (other than dividends payable solely in the same class of Equity Interest) or other distribution (whether in cash, securities or other property) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, cancellation, termination, retirement or other acquisition of, any shares of any class of Equity Interest of the Company or any warrants or options to purchase any such Equity Interest, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any Subsidiary (collectively, the “Restricted Payments”); provided that, notwithstanding the foregoing:

(a) during any fiscal year of the Company, the Company may declare Restricted Payments in cash provided that: (a) such Restricted Payments are not in excess of 100% of EBITDA (determined as of the last fiscal quarter) (less any cash environmental remediation payments during the preceding twelve (12) months (net of any amounts received from any available State environmental funds and any non-cash environmental accretion expenses) and the required CapEx Reserves) plus 50% of all net asset sale proceeds received by the Company during the preceding twelve (12) months, and (b) no Event of Default or material Default that could reasonably be expected to result in an Event of Default shall exist as of the date that such Restricted Payment is declared or made (including with respect to any of the financial covenants contained in Section 10.1 hereof); and

(b) dividends and distributions may be paid by any Subsidiary to the Company or to any Subsidiary Guarantor.

Solely for the purpose of this Section 10.5, all references to shares in the definition of “Equity Interest” shall be to common shares only.

Section 10.6. Limitation on Investments, Loans and Advances. Except as otherwise expressly permitted in this Agreement, the Company will not, and will not permit any Subsidiary to, make any advance, loan, extension of credit or capital contribution to any Person, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or otherwise make any investment in, any Person, or acquire or otherwise make any investment in any real property other than Permitted Investments, provided that the aggregate amount of all Permitted Investments described in clause (b) of the definition thereof of the Company and its Subsidiaries shall not exceed $50,000,000.00 (excluding any such Permitted Investments existing as of the date hereof).

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Section 10.7. Limitation on Transactions with Affiliates. The Company will not, and will not permit any Subsidiary to, enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless:

(a) no Default or Event of Default would occur as a result thereof; and

(b) either (x) such transaction is (i) in the ordinary course of the business of any Obligor that is a party thereto and (ii) upon fair and reasonable terms no less favorable to any Obligor that is a party thereto or is affected thereby than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, or (y) such transaction is a lease from a Subsidiary holding title to Property to Getty Properties Corp. or (z) such transaction is between the Company and any Subsidiary Guarantor or Subsidiary Guarantors.

Section 10.8. Limitation on Changes in Fiscal Year. Permit the fiscal year of the Company to end on a day other than December 31, unless otherwise required by any applicable law, rule or regulation.

Section 10.9. Limitation on Lines of Business; Creation of Subsidiaries; Negative Pledges. The Company will not, and will not permit any Subsidiary to:

(a) except for Permitted Investments, engage in activities other than real estate business and real estate related business activities, and in activities permitted for real estate investment trusts under the Code, either directly or through taxable REIT subsidiaries;

(b) create or acquire any Subsidiary after the date of the Closing, unless (x) each holder of a Note has been provided with prior written notice of same and (y) such Subsidiary shall have executed a Joinder to the Subsidiary Guarantee, Environmental Indemnity and Equity Pledge; provided, however, any such Subsidiary shall not be required to execute such Joinder until sixty (60) days have elapsed from the date that such Subsidiary has acquired any assets; provided further, however, no such Subsidiary shall be required to execute such Joinder if such Subsidiary would be prohibited from guaranteeing the obligations of the Company pursuant to the terms of any agreement to which such Subsidiary is a party; or

(c) (i) create, assume, incur, permit or suffer to exist any Lien on any Restricted Property or any direct or indirect ownership interest of the Company in any Person owning any Restricted Property, now owned or hereafter acquired, except for Permitted Encumbrances, (ii) permit (1) any Property, including, without limitation, any Restricted Property or Qualified Real Estate Asset, (2) any direct or indirect ownership interest in the Company, any Subsidiary or any Subsidiary Guarantor, or (3) any other portion of the Collateral to be subject to a Negative Pledge, or (iii) create, assume, incur, permit or suffer to exist any Lien on other Collateral, or any direct or indirect ownership interest of the Company in any Person owning any other Collateral, except for Permitted Encumbrances.

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Section 10.10. Swap Agreements. The Company will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement. Notwithstanding the foregoing, the Company shall be permitted to enter into one or more Swap Agreements with respect to the Indebtedness evidenced by the Bank Loan Documents or in respect of the Notes in an amount up to the principal amount of such Indebtedness.

Section 10.11. Restricted Property Leases. Except as provided below, the Company shall not, and shall not permit any Subsidiary to, enter into (x) any Restricted Property Lease, (y) any material amendment, supplement or modification to a Restricted Property Lease (other than any amendments, modifications and/or supplements entered into pursuant to the express provisions of such Restricted Property Lease or as provided in clause (A) below) or (z) a termination of any Restricted Property Lease (other than arising from a default by the tenant thereunder) without, in each case, the prior written consent of the Required Holders, taking into consideration the creditworthiness of tenants and economic terms of the applicable Restricted Property Lease, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the consent of the Required Holders shall not be required for (A) renewals, expansions or extensions of any Restricted Property Lease in accordance with its terms, so long as such Restricted Property Lease exists on or prior to the date of the Closing or has otherwise been entered into in accordance with the terms of this Agreement, including with the approval of the Required Holders (to the extent required under the terms of this Agreement), (B) any immaterial amendments, supplements or modifications to any Restricted Property Lease, and (C) new Restricted Property Leases entered into with respect to (x) Properties previously subject to a License Agreement or (y) newly acquired Properties. The Company shall deliver to the holders of Notes a copy of any material amendment, supplement or modification to any existing Restricted Property Lease entered into by the Company within 30 days of the execution thereof. Upon the Company or any of its Subsidiaries entering into a new Restricted Property Lease, the Required Holders shall take into account any Net Operating Income derived from such Restricted Property Lease in connection with determining the Loan-to-Value Ratio provided that (1) such new Restricted Property Lease is a triple-net lease solely with respect to Qualified Real Estate Assets, (2) such new Restricted Property Lease is to an unaffiliated third party upon arms’-length, market terms and the Company has delivered to the holders of the Notes a copy of such Restricted Property Lease certified to be true, correct and complete, and (3) the Company shall have executed and delivered to the holders of the Notes notice of such new Restricted Property Lease in substantially the form of Exhibit G attached hereto; provided, however, in no event shall the aggregate amount of Net Operating Income (divided by the Cap Rate) ascribed to new Restricted Property Leases entered into in accordance with this Section 10.11 account for more than 15% of the aggregate value of the components of clause (b) of the definition of Loan-to-Value Ratio as of the date of determination, unless (x) the Tenants thereunder are investment-grade entities or (y) the Required Holders have reasonably approved the Tenants thereunder.

Section 10.12. Existing Indebtedness. The Company shall not enter into or otherwise permit any amendment, supplement or modification to any Bank Loan Documents without the prior written consent of the Required Holders, except as expressly permitted under the Intercreditor Agreement.

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Section 10.13. Limitation on Pledges of Additional Collateral. The Company will not, and will not permit any of its Subsidiaries to, pledge any additional assets as Collateral (any such assets hereinafter referred to as “Additional Collateral”) to or for the benefit of any of the Bank Lenders under the Bank Loan Documents unless (i) the holders of Notes are simultaneously secured by the Additional Collateral on an equal and ratable basis pursuant to documentation in form and substance reasonably satisfactory to the Required Holders and (ii) the Additional Collateral is made subject to the Intercreditor Agreement.

Section 10.14. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or regulation of the type described in this Section 10.14 and in Section 5.16 hereof applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.

SECTION 11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained in Sections 7.1, 7.2, 9.1, 9.6 or 9.15, or in Section 10; or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in any other Financing Document (other than any Security Document) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) any representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Financing Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Financing Document, shall prove to have been incorrect in any material respect when made or deemed made; or

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(f) any event or condition occurs that results in (i) any Indebtedness of the Company or any of its Subsidiaries for which the then outstanding principal amount exceeds $10,000,000 becoming due prior to its maturity or its regularly scheduled dates of payment, or (ii) the Company or any Subsidiary becoming obligated to purchase or repay Indebtedness in an aggregate principal amount in excess of $10,000,000 or one or more Persons having the right to require the Company or any Subsidiary so to purchase or repay such Indebtedness (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), prior to its scheduled maturity and any event or condition that enables or permits the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, following the expiration of any applicable cure period (after the receipt of any requisite notice) with respect thereto, and/or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due or is required to be repurchased as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness so long as such Indebtedness is not otherwise prohibited pursuant to the terms of this Agreement; or

(g) the Company or any Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Subsidiaries, or any such petition shall be filed against the Company or any of its Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) one or more final judgments or orders for the payment of money aggregating in excess of $5,000,000, including, without limitation, any such final order enforcing a binding arbitration decision, are rendered against one or more of the Company and its Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

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(j) an ERISA Event shall have occurred that, in the opinion of the Required Holders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or

(k) any Financing Document shall cease to be in full force and effect in any material respect or any Obligor or any Affiliate of an Obligor shall so assert; or

(l) The Company shall cease, for any reason, to maintain its status as a real estate investment trust under Sections 856 through 860 of the Code; or

(m) at any time the Company or any of its Subsidiaries shall be required to take any actions in respect of environmental remediation and/or environmental compliance, the aggregate expenses, fines, penalties or other charges (excluding any expenses voluntary incurred by the Company or its Subsidiaries and not required by law) with respect to which, in the judgment of the Required Holders, could reasonably be expected to exceed $12,500,000 in the aggregate, during the term of this Agreement; provided that for purposes of determining compliance with this clause (m), such amounts shall not include the expenses, fines, penalties and other charges that the Company estimates will be due in connection with those environmental remediation and/or environmental compliance procedures and actions in existence as of the date of the Closing and described on Schedule 11.1 attached hereto and provided further that, any such remediation or compliance shall not be taken into consideration for the purposes of determining whether an Event of Default has occurred pursuant to this clause (m) if:

(i) such remediation or compliance is being contested by the Company or the applicable Subsidiary in good faith by appropriate proceedings; or

(ii) such remediation or compliance is satisfactorily completed within 90 days from the date on which the Company or the applicable Subsidiary receives notice that such remediation or compliance is required, unless such remediation or compliance cannot reasonably be completed within such 90 day period in which case such time period shall be extended for a period of time reasonably necessary to perform such compliance or remediation using diligent efforts (but not to exceed 180 days, if the continuance of such remediation or compliance beyond such 180 day period, in the reasonable judgment of the Required Holders, could reasonably be expected to have a Material Adverse Effect); or

(n) the Company or any Subsidiary shall fail to comply with the terms of any Incorporated Provision (beyond any grace or cure period applicable to such Incorporated Provision provided in the underlying document from which it was incorporated pursuant to Section 9.10 hereof); or

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(o) (i) any party to any Security Document (other than a holder of a Note) shall, for any reason, fail to comply with any of the terms or provisions thereof, or shall not (or shall be unable to) perform its obligations thereunder (beyond any period of grace provided in such Security Document or, to the extent that no grace or cure period is provided in such Security Document, within 30 days after the earlier of (A) a Responsible Officer obtaining actual knowledge of such default and (B) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(o)), or (ii) any Security Document shall cease (other than in accordance with the Financing Documents) to create a valid security interest in or other Lien on the Collateral purported to be covered thereby and such Collateral is not subject to a valid security interest or Lien under another Security Document, or such security interest shall for any reason cease to be a perfected and first priority security interest subject only to Liens permitted under the Security Documents, and such failure is not remedied within 10 days after the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(o)), the Collateral Agent, the Bank Agent or any Bank Lender; or

(p) any “Event of Default” under (and as defined in) the Bank Loan Documents shall occur.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1. Acceleration.

(a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holders may at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties

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hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2. Other Remedies.

(a) If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other Financing Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

(b) In addition to, and in no way limiting, the foregoing remedies, but subject to the terms of the Intercreditor Agreement, upon the occurrence of an Event of Default, each holder of any Note at the time outstanding shall have the following remedies available, which remedies may be exercised at the same or different times as each other or as the remedies set forth in Sections 12.1 or 12.2(a):

(i) such holder may exercise all other rights and remedies under any and all of the other Financing Documents, including, without limitation, directing the Collateral Agent to exercise its foreclosure rights under the Security Documents; provided, however, after the Intercreditor Agreement has been terminated, such holder may not direct the Collateral Agent to exercise its foreclosure rights under the Security Documents except as part of or in connection with a joint direction or instruction from the Required Holders to exercise such rights;

(ii) such holder may exercise all other rights and remedies it may have under any applicable law; and

(iii) to the extent permitted by applicable law, such holder shall be entitled to the appointment of a receiver or receivers for the assets and properties of the Company and its Subsidiaries, without notice of any kind whatsoever and without regard to the adequacy of any security for the obligations of the Company hereunder or under the other Financing Documents or the solvency of any party bound for its payment, to take possession of all or any portion of the Restricted Properties or other Collateral, and to exercise such power as the court shall confer upon such receiver.

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Notwithstanding the foregoing or anything else contained herein to the contrary, but subject to the terms of the Intercreditor Agreement, in no event shall any holder of any Note at the time outstanding exercise any rights or remedies under the Financing Documents with respect to any Restricted Property that has a Material Environmental Issue without the prior consent of all holders of Notes at the time outstanding, including, without limitation, commencing and/or consummating a foreclosure of such Restricted Property, having a receiver appointed for such Restricted Property or exercising its rights to collect rents with respect to such Restricted Property.

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by any Financing Document upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable out-of-pocket costs and expenses of such holder and the Collateral Agent incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

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Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

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SECTION 14. PAYMENTS ON NOTES.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming due hereunder by wire transfer in accordance with the instructions specified for such purpose below such Purchaser’s name in Schedule A, or in accordance with such other instructions as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

SECTION 15. GUARANTEE.

Section 15.1. Unconditional Guarantee. Each Subsidiary Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Subsidiary Guarantors guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, this Agreement or any other Financing Document (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guarantee in the preceding sentence (the “Unconditional Guarantee”) is an absolute, present and continuing guarantee of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Guaranteed Obligations (including, without limitation, any other Subsidiary Guarantor) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in U.S. dollars, pursuant to the requirements for payment specified in the Notes and this Agreement. Each default in payment of any of the

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Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor agrees that the Notes issued in connection with this Agreement may (but need not) make reference to this Section 15.

Each Subsidiary Guarantor hereby acknowledges and agrees that it’s liability hereunder is joint and several with the other Subsidiary Guarantors and any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Financing Documents.

Section 15.2. Obligations Absolute. The obligations of each Subsidiary Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim a Subsidiary Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Subsidiary Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein (it being agreed that the joint and several obligations of each Subsidiary Guarantor hereunder shall apply to the Notes, this Agreement or any other Financing Document as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance, enforcement, realization or release of any security for the Notes (or any application of the proceeds thereof as the holders, in their sole discretion, may determine) or the addition, substitution or release of any other Subsidiary Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence, enforcement, failure to enforce or other action or inaction under or in respect of the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company, any other Subsidiary Guarantor or any of their respective properties; (d) any merger, amalgamation or consolidation of any Subsidiary Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of any Subsidiary Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Subsidiary Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to any Subsidiary Guarantor or to any subrogation, contribution or reimbursement rights any Subsidiary Guarantor may otherwise have. Each Subsidiary Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder.

Section 15.3. Waiver. Each Subsidiary Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company or any Subsidiary Guarantor in the payment

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of any amounts due under the Notes, this Agreement, any other Financing Document or any other instrument referred to therein or herein, and of any of the matters referred to in Section 15.2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against any Subsidiary Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Subsidiary Guarantor with respect to any Note, notice to the Company or to any Subsidiary Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company or any Subsidiary Guarantor, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in this Agreement, the Notes or any other Financing Document, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of any Subsidiary Guarantor or otherwise operate as a discharge of any Subsidiary Guarantor or in any manner lessen the obligations of any Subsidiary Guarantor hereunder.

Section 15.4. Obligations Unimpaired.

(a) The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, any Subsidiary Guarantor or any other Person or to pursue any other remedy available to the holders.

(b) If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, any Subsidiary Guarantor or any other guarantor of a case or proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Section 15 and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of Section 12, and the Subsidiary Guarantors shall forthwith pay such accelerated Guaranteed Obligations.

Section 15.5. Subrogation and Subordination.

(a) No Subsidiary Guarantor will exercise any rights which it may have acquired by way of subrogation under this Section 15, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Section 15 unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b) Each Subsidiary Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Subsidiary Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 15.5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required

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Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by a Subsidiary Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without otherwise reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(c) Subject to the terms of the Contribution Agreement, if any amount or other payment is made to or accepted by any Subsidiary Guarantor in violation of either of the preceding clauses (a) and (b) of this Section 15.5, such amount shall be deemed to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Subsidiary Guarantor under this Section 15.

(d) Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that its agreements set forth in this Section 15 are knowingly made in contemplation of such benefits.

Section 15.6. Information Regarding the Company. Each Subsidiary Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide any Subsidiary Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders. Each Subsidiary Guarantor has granted the Unconditional Guarantee without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 15.7. Reinstatement of Guarantee. The Unconditional Guarantee under this Section 15 shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, any other Obligor or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company, any other Obligor or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

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Section 15.8. Subrogation and Contribution Rights. Notwithstanding anything in this Section 15 to the contrary, to the fullest extent permitted by applicable law, each Subsidiary Guarantor acknowledges and agrees that with respect to each of the Subsidiary Guarantors’ relative liability under the Unconditional Guarantee, each Subsidiary Guarantor possesses, and has not waived, corresponding rights of contribution, subrogation, indemnity, and reimbursement relative to the other Subsidiary Guarantors in accordance with, and as further set forth in, the Contribution Agreement.

Section 15.9. Term of Guarantee. The Unconditional Guarantee and all guarantees, covenants and agreements of each Subsidiary Guarantor contained in this Section 15 shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations under the Financing Documents shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 15.7.

Section 15.10. Release of Subsidiary Guarantors. Anything in this Agreement or the other Financing Documents to the contrary notwithstanding, any Subsidiary Guarantor which ceases for any reason to be a guarantor or other obligor in respect of the obligations under the Bank Loan Documents shall, simultaneously therewith, be automatically deemed released from the Unconditional Guarantee and all its guarantees, covenants and agreements as a Subsidiary Guarantor, provided that, (a) after giving effect to such release, no Default or Event of Default shall have occurred and be continuing, (b) no amount then shall be due and payable with respect to the Guaranteed Obligations and (c) the Company shall have paid to the holders of Notes pro rata compensation or consideration, or provided equal credit support, to any compensation or consideration paid to the Bank Lenders, or credit support (if any) provided to the Bank Lenders, under the Bank Credit Agreement in connection with the termination of such Subsidiary Guarantor’s guaranty under the Bank Loan Documents.

Section 15.11. Savings Clause. Anything contained in this Agreement or the other Financing Documents to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (a) in respect of intercompany indebtedness to the Company or an Affiliate of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder and (b) under any guaranty of senior unsecured indebtedness or Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to maximum amount similar to that set forth in this Section, pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement or similar rights of such Subsidiary Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and of Affiliates of the Company of obligations arising under guaranties by such parties.

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SECTION 16. EXPENSES, ETC.

Section 16.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with the preparation and administration of this Agreement, and the other Financing Documents or any amendments, waivers or consents under or in respect of this Agreement or any other Financing Document (whether or not such amendment, waiver or consent becomes effective) within 15 Business Days after the Company’s receipt of any invoice therefor, including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or any other Financing Document, including, without limitation, rights against or in respect of the Collateral, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or any other Financing Document, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the other Financing Documents, (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $5,000, and (d) the costs of any environmental reports, reviews or Appraisals commissioned by the Required Holders as permitted hereunder. In the event that any such invoice is not paid within 15 Business Days after the Company’s receipt thereof, interest on the amount of such invoice shall be due and payable at the Default Rate commencing with the 16th Business Day after the Company’s receipt thereof until such invoice has been paid. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) in connection with the purchase of the Notes and (ii) any and all wire transfer fees that any bank deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note.

Section 16.2. Survival. The obligations of the Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of any Financing Document, and the termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to any Financing Document shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, the Financing Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

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SECTION 18. AMENDMENT AND WAIVER.

Section 18.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing;

(b) no amendment or waiver may, without the written consent of the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2 and Section 18.1(d)), 11(a), 11(b), 12, 18 or 20;

(c) no amendment or waiver may, without the written consent of each holder of a Note affected thereby, release any material portion of the Collateral, except in accordance with the terms of the Intercreditor Agreement;

(d) Section 8.6 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Company and the Super-Majority Holders; and

(e) the definition of “Loan-to-Value Ratio” may be amended only with the written consent of the Company and the Super-Majority Holders.

Section 18.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of any other Financing Document. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 or any other Financing Document to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

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(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof or of any other Financing Document unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 18 or any other Financing Document applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or under any Note or any other Financing Document shall operate as a waiver of any rights of any holder of such Note.

Section 18.4. Notes Held by Company, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under any Financing Document, or have directed the taking of any action provided thereunder to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

SECTION 19. NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

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(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, to Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention of Chief Financial Officer (Telecopy No. (516) 478-5403 with copies to: (x) Getty Realty Corp., 125 Jericho Turnpike, Jericho, New York 11753, Attention Chief Legal Officer (Telecopy No. (516) 478-5490 and (y) DLA Piper LLP (US), 203 N. LaSalle Street, Suite 1900, Chicago, Illinois 60601, Attention: James M. Phipps, Esq. (Telecopy No. (312) 251-5735), or at such other address as the Company shall have specified to the holder of each Note in writing; provided that the failure to deliver a copy under (y) above shall not affect the effectiveness of the delivery of such notice or other communication to the Company.

Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 21. CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to the Financing Documents that is proprietary in nature, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other

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than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to such Purchaser; (y) in connection with any subpoena or other legal process; provided, however, that in the event a Purchaser or holder of any Note receives a subpoena or other legal process to disclose Confidential Information to any party, such Purchaser or holder shall, if legally permitted, notify the Company thereof as soon as possible after such Purchaser or holder has determined that it will respond to such subpoena or legal process so that the Company may seek a protective order or other appropriate remedy; provided further, however, that notwithstanding the foregoing, no such Purchaser or holder shall be subject to any liability for responding to such subpoena or legal process regardless of whether the Company shall have been able to obtain such a protective order or avail itself of such other appropriate remedy; or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any other Financing Document. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 21.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to any Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 21 shall supersede any such other confidentiality undertaking.

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SECTION 22. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 22), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. Notwithstanding the foregoing, no such substitution shall release such original Purchaser from its obligations hereunder until the Company’s receipt in full of the purchase price for the Notes. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SECTION 23. INDEMNITY; DAMAGE WAIVER.

(a) The Company and each Subsidiary Guarantor shall indemnify each Purchaser, each holder from time to time of a Note, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of:

(i) the execution or delivery of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby;

(ii) any Note or the use of the proceeds therefrom;

(iii) any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries; or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;

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provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the fraud, gross negligence or willful misconduct of such Indemnitee. In addition, the indemnification set forth in this Section 23 in favor of any Related Party shall be solely in their respective capacities as a director, officer, agent or employee, as the case may be.

(b) To the extent permitted by applicable law, no Obligor shall assert, and each Obligor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Note or the use of the proceeds thereof.

SECTION 24. MISCELLANEOUS.

Section 24.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 24.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP; provided that, if the Company notifies the Required Holders that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Required Holders notify the Company that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 24.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 24.4. Construction, etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Section 24.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 24.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York pursuant to Section 5-1401 of the General Obligation Law of the State of New York.

Section 24.7. Jurisdiction and Process; Waiver of Jury Trial.

(a) Each Obligor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each Obligor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Obligor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in this Section 24.7(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 24.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against any Obligor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

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(d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

*    *    *    *    *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Obligors.

Very truly yours,

GETTY REALTY CORP.

By:

Name:

Title:

GETTY PROPERTIES CORP.

GETTY TM CORP.

AOC TRANSPORT, INC.

GETTYMART INC.

LEEMILT’S PETROLEUM, INC.

SLATTERY GROUP INC.

GETTY HI INDEMNITY, INC.

GETTY LEASING, INC.

GTY NY LEASING, INC.

GTY MA/NH LEASING, INC.

GTY MD LEASING, INC.

By:

Name: David B. Driscoll

Title: President and Chief Executive Officer

POWER TEST REALTY COMPANY LIMITED PARTNERSHIP
By:	Getty Properties Corp., its General Partner
	By:
	Name:	David B. Driscoll
	Title:	President and Chief Executive Officer

This Agreement is hereby

accepted and agreed to as of the date hereof.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:

Name:

Title: Vice President

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
By:
Name:
Title: Vice President

2

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

[***]¹

¹  [***] 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-1

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Additional Collateral” is defined in Section 10.13.

“Additional Leased Properties” means those properties which are subject to the Additional Leases, including as of the date hereof those properties identified on Schedule 5.21(a)(2) attached hereto.

“Additional Leases” means those leases identified on Schedule 5.21(b)(2) attached hereto, as such Schedule may be modified to add or remove leases after the date hereof in accordance with the terms hereof.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Debt” means, on any date of determination, (a) the aggregate amount of indebtedness outstanding under the Bank Loan Documents and the Financing Documents on such date, plus (b) all other Indebtedness incurred by the Company and its Subsidiaries, including, without limitation, Capital Lease Obligations, that is outstanding on such date.

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” is defined in Section 5.16(d)(1).

“Anti-Money Laundering Laws” is defined in Section 5.16(c).

“Appraisal” means, with respect to any Mortgaged Property Lease, (a) from the date of Closing until the first date that a new appraisal of such Mortgaged Property Lease is obtained pursuant to Section 10.1 of this Agreement or Section 6.01 of the Bank Credit Agreement, the appraisal of such Mortgaged Property Lease delivered to the Purchasers pursuant to Section 4.13(g) hereof, and (b) at any time thereafter, the most recent appraisal of such Mortgaged Property Lease issued to (i) the holders of Notes pursuant to Section 10.1 of this Agreement or (ii) the Bank Agent and/or the Bank Lenders pursuant to Section 6.01 of the Bank Credit Agreement, a copy of which shall have been provided to the holders of Notes; provided that if such appraisal is to be delivered pursuant Section 10.1 such appraisal shall be a “Member of the Appraisal Institute” appraisal reasonably acceptable to the Required Holders as to form, substance and appraisal date), prepared by a professional appraiser reasonably acceptable to the Required Holders.

Schedule B-1

“Appraised Value” means, with respect to any Mortgaged Property Lease (other than the White Oak Lease) at any time, the lesser of (a) the Appraised Value as determined by and provided in the most recent Appraisal of such Mortgaged Property Lease at such time; provided, that if the Bank Agent or the Bank Lenders have adjusted the value downward in accordance with the terms of the Bank Credit Agreement, then the “Appraised Value” shall equal such lesser value, and (b) to the extent that the Required Holders have the right to require a revaluation pursuant to clause (i) of the last paragraph of Section 10.1, the “as is” market value of such Mortgaged Property Lease as reflected in the most recent Appraisal of such Mortgaged Property Lease as the same may have been reasonably adjusted downward by the Required Holders based upon its internal review of such Appraisal which is based on criteria and factors then generally used and considered by the Required Holders in determining the value of similar real estate properties or leases, which review shall be conducted prior to acceptance of such Appraisal by the Required Holders, and further adjusted to account for (i) any Environmental Liability or Remediation costs or expenses reasonably expected to be associated with any Property subject to such Mortgaged Property Lease based upon the Environmental Reports, and (ii) any anticipated Tank replacement costs and/or financing or Liens affecting any Tanks, in each case to the extent not already accounted for in the Appraised Value.

“Bank Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Bank Lenders under the Bank Credit Agreement.

“Bank Credit Agreement” means the Credit Agreement, dated as of the date hereof, among the Company, the Bank Agent and the lenders from time to time party thereto, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancing thereof.

“Bank Lenders” means the lenders from time to time party to the Bank Credit Agreement.

“Bank Loan Documents” means, collectively, the Bank Credit Agreement and all other Loan Documents, as such term is defined in the Intercreditor Agreement.

“Blocked Person” is defined in Section 5.16(a).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed.

“Cap Rate” means nine percent (9%).

“CapEx Reserve” means a capital expenditure reserve equal to $10,000 for each Property that is subject to both (a) a License Agreement and (b) an Interim Supply Agreement.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

Schedule B-2

“Casualty Event” means the occurrence of any casualty to or condemnation of any of the Restricted Properties or any portion thereof.

“Change in Control” is defined in Section 8.7(h).

“Change in Control Prepayment Amount” means, with respect to any Note at any date of determination (a) prior to the first anniversary of the date of the Closing, an amount equal to 2% of the outstanding principal amount of such Note on such date and (b) on or after the first anniversary of the date of the Closing, the Make Whole Amount with respect to such Note determined as of such date.

“Change in Control Prepayment Date” is defined in Section 8.7(c).

“CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Collateral” is defined in Section 1(c).

“Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent under the Intercreditor Agreement.

“Company” is defined in the introductory paragraph of this Agreement.

“Confidential Information” is defined in Section 21.

“Contribution Agreement” is defined in Section 4.15.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Event” is defined in Section 8.7.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Debt to EBITDA Ratio” means, as of any date of determination, the ratio of Aggregate Debt to EBITDA as of the end of the most recently ended fiscal quarter.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

Schedule B-3

“Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Deposit Account” means any deposit account established subject to a Deposit Account Control Agreement.

“Deposit Account Control Agreement” means a Blocked Account Control Agreement among the Company, the Collateral Agent and JPMorgan Chase Bank, N.A. (or another Bank Lender), as depositary bank, substantially in the form of Exhibit B attached hereto, as amended, restated or otherwise modified from time to time.

“Designated Proceeds” means the proceeds of each of the following: (a) the issuance of any additional Equity Interests by the Company or any of its Subsidiaries, (b) any payment as a result of any judgment or settlement with respect to litigation involving the Company or any of its Subsidiaries (including, without limitation, the Lukoil Dispute), (c) the incurrence of additional Indebtedness by the Company or any of its Subsidiaries other than with respect to (i) non-recourse Indebtedness assumed or incurred by the Company or any of its Subsidiaries in connection with an acquisition of a Property or Properties and (ii) non-recourse mortgage Indebtedness secured by Properties other than the Restricted Properties up to, in the aggregate, not in excess of 10% of the Company’s Tangible Net Worth, and (d) with respect to any Casualty Event, an amount equal to the difference of (i) the aggregate amount of insurance proceeds and condemnation awards received in respect of such Casualty Event, minus (ii) the sum of the aggregate amount of insurance proceeds and condemnation awards (A) paid to the Tenant in accordance with the applicable Restricted Property Lease and (B) applied to the repair or restoration of the applicable Properties in accordance with the Financing Documents.

“Designated Proceeds Prepayment Date” is defined in Section 8.3(a).

“Designated Proceeds Prepayment Offer” is defined in Section 8.3(a).

“Disclosure Documents” is defined in Section 5.3.

“EBITDA” means, on any date of determination, (x) the consolidated net income of the Company and its Subsidiaries for the then most recently ended fiscal quarter, after deduction for environmental expenses (without duplication) and adjusted for straight-line rents and net amortization of above-market and below-market leases, and deferred financing leases, plus income taxes, interest expense, depreciation, amortization and calculated exclusive of (i) gains or losses on sales of operating real estate and marketable securities incurred during such fiscal quarter, (ii) other extraordinary items incurred during such fiscal quarter, (iii) one-time cash charges incurred during such fiscal quarter with respect to (x) the original closing of the Bank Loans and the purchase of the Notes during the fiscal quarter that includes the date of the Closing or (y) continued compliance by the Company with the terms and conditions of the Bank Loan Documents and the Financing Documents, including, without limitation, legal fees, (iv) non-cash impairments taken in accordance with GAAP during such fiscal quarter, all determined in accordance with GAAP and (v) any rent or other revenue that has been earned by the

Schedule B-4

Company or its Subsidiaries during such fiscal quarter but not yet actually paid to the Company or its Subsidiaries, unless otherwise set off from net income, multiplied by (y) four (4). EBITDA will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Company or its Subsidiaries during the most recently ended fiscal quarter, as well as any long-term leases signed during such fiscal quarter, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“EBITDAR” means for any Person, as of any date of determination, the sum of (x) EBITDA plus (y) (i) rent expenses exclusive of non-cash rental expense adjustments for the then most recently ended fiscal quarter, (ii) multiplied by four (4).

“Electronic Delivery” is defined in Section 7.1(a).

“Environmental Indemnity” means that certain Environmental Indemnity Agreement, dated as of the date hereof, made by the Company and each of the Subsidiary Guarantors in favor of the Collateral Agent, for the benefit of the holders of Notes and the other “Indemnified Persons” as defined therein, substantially in the form of Exhibit C attached hereto, as amended, restated or otherwise modified from time to time.

“Environmental Laws” has the meaning set forth in the Environmental Indemnity.

“Environmental Liability” has the meaning set forth in the Environmental Indemnity.

“Environmental Reports” has the meaning set forth in the Environmental Indemnity.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equity Pledge” means that certain Pledge and Security Agreement, dated as of the date hereof, made by the Company and each of the Subsidiary Guarantors in favor of the Collateral Agent, substantially in the form of Exhibit D attached hereto, as amended, restated or otherwise modified from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated

Schedule B-5

funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Financing Documents” means this Agreement, the Notes, the Intercreditor Agreement, the Environmental Indemnity and the Security Documents, and each other agreement executed and delivered to or for the benefit of the holders of Notes in connection with the transactions contemplated hereby, as each may be amended, restated, supplemented or otherwise modified from time to time.

“Fixed Charge Coverage Ratio” means, as of the date of determination, the ratio of (a) EBITDAR (less any cash environmental remediation payments during the preceding twelve (12) months (net of any amounts received from any available State environmental funds and net of any non-cash environmental accretion expense) and the required CapEx Reserves) as of the end of the most recently ended fiscal quarter, to (b) the sum of all interest incurred (accrued, paid or capitalized and determined based upon the actual interest rate) plus regularly scheduled principal payments paid with respect to Indebtedness (excluding optional prepayments and balloon principal payments due on maturity in respect of any Indebtedness), plus rent expenses (exclusive of non-cash rental expense adjustments), dividends on preferred stock or minority interest distributions, with respect to this clause (b), all calculated with respect to the most recently ended fiscal quarter and multiplied by four (4), and, with respect to both clauses (a) and (b), all determined on a consolidated basis in accordance with GAAP.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“Fraudulent Transfer Laws” is defined in Section 15.11.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

Schedule B-6

“General Assignment” means that certain General Assignment and Security Agreement, dated as of the date hereof, among the Company, each of the Subsidiary Guarantors and the Collateral Agent, substantially in the form of Exhibit E attached hereto.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, or anyone else acting in an official capacity.

“Ground Leases” means those certain leases more particularly described on Schedule 5.21(c).

“Guaranteed Obligations” is defined in Section 15.1.

“Hazardous Substances” has the meaning set forth in the Environmental Indemnity.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 18.2 and 19 and any related definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Incorporated Provision” means a term or condition with respect to Indebtedness incorporated herein under Section 9.10.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to unfunded deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) net obligations arising under Swap Agreements (to the extent required to be reflected on the balance sheet of such Person in accordance with GAAP), exclusive, however, of all accounts payable, accrued interest and expenses, prepaid rents, security deposits and dividends and distributions declared but not yet paid. The Indebtedness of any Person shall include the Indebtedness of any other entity

Schedule B-7

(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness shall not include any Intracompany Indebtedness.

“Indemnitee” is defined in Section 23(a).

“INHAM Exemption” is defined in Section 6.2(e).

“Initial Subsidiary Guarantors” is defined in the introductory paragraph of this Agreement.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Intercreditor Agreement” is defined in Section 4.12.

“Interim Supply Agreement” means that certain Transitional Supply and Support Services Agreement dated as of April 26, 2012, among the Company and Global Montello Group Corp., and all amendments, modifications and supplements thereto.

“Intracompany Indebtedness” means any indebtedness whose obligor and obligee are the Company and/or any Subsidiary of the Company.

“Joinder” means a joinder agreement substantially in the form of Exhibit A attached hereto.

“Lease” means any lease, sublease and/or occupancy agreements under which the Company or any Subsidiary of the Company is the landlord (or sub-landlord) or lessor (or sub-lessor) affecting any Property or any part thereof now or hereafter executed and all amendments, modifications or supplements thereto.

“License Agreements” means any license agreements under which the Company or any Subsidiary of the Company is the licensor (or sub-licensor) affecting any Property or any part thereof now or hereafter executed and all amendments, modifications or supplements thereto.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

Schedule B-8

“Loan-to-Value Ratio” means, as of any date of determination, the ratio expressed as a percentage of (a) the sum of the (x) aggregate Total Credit Exposure (as such term is defined in the Bank Credit Agreement on the date hereof or as amended pursuant to an amendment approved by the Required Holders) of all Bank Lenders on such date and, to the extent required to be reflected on the balance sheet of the Company in accordance with GAAP, any obligations outstanding on such date with respect to any Swap Agreements entered into in connection therewith (marked-to-market as of the last day of the most recently ended fiscal quarter), (y) then outstanding principal amount due under the Financing Documents and, to the extent required to be reflected on the balance sheet of the Company in accordance with GAAP, any obligations outstanding on such date with respect to any Swap Agreements entered into in connection therewith (marked-to-market as of the last day of the most recently ended fiscal quarter), and (z) net environmental liability outstanding as of the last day of the then most recently ended fiscal quarter as shown on the financial statements of the Company for such fiscal quarter to (b) the sum of (i) the aggregate Appraised Value as of such date of the Mortgaged Property Leases (other than the White Oak Lease) then in full force and effect in all material respects, and (ii) the Net Operating Income as of such date of the Additional Leases and the White Oak Lease (in each case to the extent then in full force and effect in all material respects) divided by the Cap Rate; provided, however, the value attributable to the White Oak Lease under clause (ii) above (that is, the Net Operating Income with respect to the White Oak Lease divided by the Cap Rate) shall be adjusted to account for (a) any Environmental Liability or Remediation costs or expenses reasonably expected to be associated with any Property subject to the White Oak Lease based upon the Environmental Reports, and (b) any anticipated Tank replacement costs and/or financing or Liens affecting any Tanks associated with any Property subject to the White Oak Lease.

“Lukoil Dispute” means the dispute described on Schedule C attached hereto.

“Make-Whole Amount” is defined in Section 8.8.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, prospects or condition, financial or otherwise, of the Company and the Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement, the Notes or any Joinder or (c) the rights of or benefits available to the holders of Notes under this Agreement, the Notes or any Joinder.

“Material Environmental Issue” means events or circumstances with respect to any Restricted Property which, based upon Environmental Reports or other information available to the holders of Notes, could reasonably be expected to result in Environmental Liability or Remediation costs in excess of (a) if with respect to a Mortgaged Property, the lesser of (i) $250,000 and (ii) 50% of the then Appraised Value of such Restricted Property or (b) if with respect to an Additional Leased Property, $250,000.

“Maturity Date” is defined in the first paragraph of each Note.

Schedule B-9

“Mortgage Policies” is defined in Section 4.13(b).

“Mortgaged Properties” means those properties identified on Schedule 5.21(a)(1) attached hereto.

“Mortgaged Property Leases” means those Leases identified on Schedule 5.21(b)(1) attached hereto.

“Mortgages” is defined in Section 4.13.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Negative Pledge” means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Bank Loan Document or any Financing Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of the Person owning such asset or any other Person.

“Net Operating Income” means, as of any date of determination, the net operating income for the then most recently ended fiscal quarter derived by the Company and its Subsidiaries from the Additional Leases, calculated in the same manner as the calculations of Net Operating Income previously provided to holders of Notes on or prior to the date of the Closing or such other manner as may be reasonably approved by the Required Holders, multiplied by four (4). Net Operating Income will be calculated on a pro forma basis to take into account the impact of any Property acquisitions and/or dispositions made by the Company or its Subsidiaries since the first day of the most recently ended fiscal quarter to the date of determination, as well as any long-term leases signed during such period, as if such acquisitions, dispositions and/or lease signings occurred on the first day of such fiscal quarter.

“Notes” is defined in Section 1.

“Obligors” is defined in Section 1(c).

“OFAC” is defined in Section 5.16(a).

“OFAC Listed Person” is defined in Section 5.16(a).

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

Schedule B-10

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 9.2;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Section 9.2;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or to secure liabilities to other insurance carrier;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, purchase contracts, construction contracts, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) other than with respect to Restricted Properties, judgment liens in respect of judgments that do not constitute an Event of Default under clause (i) of Section 11;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary;

(g) Liens for purchase money obligations for equipment (or Liens to secure Indebtedness incurred within 90 days after the purchase of any equipment to pay all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such equipment, or extensions, renewals, or replacements of any of the foregoing for the same or lesser amount); provided that (i) the Indebtedness secured by any such Lien does not exceed the purchase price of such equipment, (ii) any such Lien encumbers only the asset so purchased and the proceeds upon sale, disposition, loss or destruction thereof, (iii) such Lien after giving effect to Indebtedness secured thereby, does not give rise to an Event of Default and (iv) with respect to the Restricted Properties, such Liens have been created by a Restricted Property Tenant or sublessee of such Restricted Property Tenant in accordance with the terms of the applicable Lease or sublease;

(h) (x) Liens and judgments which have been or will be bonded (and the Lien on any cash or securities serving as security for such bond) or released of record within thirty (30) days after the date such Lien or judgment is entered or filed against the Company or any Subsidiary, or (y) Liens which are being contested in good faith by appropriate proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and as to which the subject asset is not at risk of forfeiture;

Schedule B-11

(i) Liens granted to the Collateral Agent on behalf of the holders of Notes and the Bank Lenders, on an equal and ratable basis, as security for the repayment of amounts due under the Bank Loan Documents and the Financing Documents;

(j) Leases that are not capital leases; and

(k) Liens or other encumbrances of Tenants of the Company provided same are in compliance with the terms of all Leases with respect thereto or, if not in compliance, the Company is enforcing its rights thereunder and diligently pursuing the release of such Liens in a commercially reasonable manner.

“Permitted Investments” means:

(a) owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution terminals, and other retail real property and other related business activities, including the creation or acquisition of any interest in any Subsidiary (or entity that following such creation or acquisition would be a Subsidiary), for the purpose of owning, leasing and operating gasoline station or convenience store properties, and related petroleum distribution terminals, and other retail real property, and other related business activities; and

(b) providing purchase money mortgages or other financing to Persons in connection with the sale of a Property.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Prior Credit Facility” The credit facility evidenced by that certain Amended and Restated Credit Agreement, dated as of March 7, 2012 (as amended, the “Prior Credit Agreement”), among the lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.

“Property” means the real property owned by the Company and/or any of its Subsidiaries, or in which the Company or any of its Subsidiaries has a leasehold interest.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

Schedule B-12

“Property Sale” is defined in Section 10.4.

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Real Estate Assets” means any gasoline station, convenience store, or petroleum distribution terminal related thereto, or other retail real property that is (a) wholly-owned by the Company or one of its Subsidiaries; (b) is not subject to any liens other than Permitted Encumbrances or to any agreement that prohibits the creation of any Lien thereon as security for indebtedness of the Company and the Subsidiary Guarantors, (c) is not subject to any agreement, including the organizational documents of the owner of the asset, which limits, in any way, the ability of the Company or such Subsidiary Guarantor to create any Lien thereon as security for indebtedness, (d) is free from material structural defects and material title defects and (e) except for as set forth on Schedule 11.1, is free from any material environmental condition that impairs, in any material respect, the operation and use of such premises for its intended purpose.

“Ratable Portion” means, at any time, with respect to any Designated Proceeds and the Notes held by any holder at such time, the ratable portion of such proceeds to which such holder is entitled in respect of such Notes in accordance with the terms of Section 11(b)(i) of the Intercreditor Agreement.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Designated Proceeds” is defined in Section 8.3(a).

“Remediation” has the meaning set forth in the Environmental Indemnity.

“Rent Roll” means the rent roll attached hereto as Schedule 5.21(b)(3) with respect to each Restricted Property Lease.

Schedule B-13

“Required Holders” means at any time on or after the Closing, the holders of at least a majority in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payments” is defined in Section 10.5.

“Restricted Properties” means, collectively, the Mortgaged Properties and the Additional Leased Properties.

“Restricted Property Leases” means, collectively, the Additional Leases, the Mortgaged Property Leases and any other Lease affecting any Restricted Property or any part thereof now or hereafter executed and all amendments, modifications and supplements thereto.

“Restricted Property Tenants” mean the Tenants under the Restricted Property Leases.

“SEC” means the Securities and Exchange Commission of the United States or any successor thereto.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Security Documents” means the Mortgages, the Equity Pledge, the General Assignment, the Deposit Account Control Agreements and any other security documents, financing statements and the like filed or recorded in connection with the foregoing, as each may be amended, restated or otherwise modified from time to time.

“Senior Financial Officer” means the chief executive officer, president, chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. For purposes of this definition, the amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Schedule B-14

“Source” is defined in Section 6.2.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guarantor” means each Initial Subsidiary Guarantor, and each Subsidiary that from time to time becomes party hereto as a Subsidiary Guarantor pursuant to Section 9.13 hereof.

“Substitute Purchaser” is defined in Section 22.

“Super-Majority Holders” means at any time on or after the Closing, the holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement.

“Tangible Net Worth” means, on any date of determination, the sum of the shareholders’ equity of the Company and its Subsidiaries minus goodwill, trademarks, tradenames, licenses and other intangible assets (as shown on the balance sheet of the Company), as determined on a consolidated basis in accordance with GAAP.

“Tanks” has the meaning set forth in the Environmental Indemnity.

“TD Loan” means the loan in the amount of $21,900,000 evidenced by the TD Loan Documents.

Schedule B-15

“TD Loan Documents” means that certain Loan Agreement, dated September 15, 2009, among the Company, certain of Subsidiaries and TD Bank, N.A., as amended by that certain Amendment to Loan Agreement, dated as of March 9, 2012, together with each other document and/or instrument executed and delivered in connection therewith.

“Tenant” means any tenant, lessee, licensee or occupant under a Lease.

“Title Company” is defined in Section 4.13(b).

“Transactions” means the execution, delivery and performance by the Company of this Agreement, the issuance of the Notes hereunder and the guaranties by the Subsidiary Guarantors of the Indebtedness owing to the Purchasers hereunder.

“Unconditional Guarantee” is defined in section 15.1.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions” is defined in Section 5.16(a).

“White Oak Lease” means that certain Unitary Net Lease Agreement, dated September 25, 2009, between GTY MD Leasing, Inc., as landlord, and White Oak Petroleum LLC, as tenant, as amended, and as may be further amended in accordance with the terms hereof.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),

(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and

(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Schedule B-16

SCHEDULE C

LUKOIL DISPUTE

In connection with Marketing’s bankruptcy proceedings, on December 29, 2011, Marketing filed a lawsuit against Lukoil Americas Corporation and its wholly-owned subsidiary Lukoil North America LLC (collectively, “Lukoil Americas”) asserting, among other claims, that Lukoil fraudulently transferred substantially all of Marketing’s assets with value and positive cash flow from Marketing to Lukoil Americas (the “Lukoil Complaint”). Pursuant to the terms of the Stipulation, the Liquidating Trustee will pursue the Lukoil Complaint for the benefit of the Marketing Estate. It is possible that the Liquidating Trustee may be successful in pursuing claims against Lukoil Americas and therefore it is possible that we may ultimately recover a portion of our claims against Marketing including our post-petition administrative claims, which have priority over other creditors’ claims, and our pre-petition claims.

Schedule C-1

SCHEDULE 1

[FORM OF NOTE]

GETTY REALTY CORP.

6.0% GUARANTEED SENIOR SECURED NOTE DUE FEBRUARY 25, 2021

No. R-[            ]	[Date]
$[            ]	PPN: 37429* AA3

FOR VALUE RECEIVED, the undersigned, GETTY REALTY CORP. (herein called the “Company”), a corporation organized and existing under the laws of the State of Maryland, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as shall not have been prepaid) on February 25, 2021 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 6.0% per annum from the date hereof, payable quarterly, on the 25th day of February, May, August and November in each year, commencing with the February 25, May 25, August 25 or November 25 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 8.0% or (ii) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Agreement referred to below.

This Note is one of a series of Guaranteed Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Guarantee Agreement, dated as of February 25, 2013 (as from time to time amended, the “Note Agreement”), among the Company, the Subsidiary Guarantors and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Agreement and (ii) made the representation set forth in Section 6.2 of the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Agreement.

Schedule 1-1

This Note is a registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

The obligations of the Company under this Note have been guaranteed by the Subsidiary Guarantors pursuant to the Note Purchase Agreement and are secured pursuant to the Security Documents.

This Note is subject to prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

GETTY REALTY CORP.

By:

Name:

Title:

Schedule 1-2

SCHEDULE 5.4

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK

Schedule 5.4-1

SCHEDULE 5.5

FINANCIAL STATEMENTS

1 Getty Realty Corp. Form 10 K for the year ended December 31, 2010

a Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008

b Consolidated Statements of Comprehensive Income for the years ended December 31, 2010, 2009 and 2008

c Consolidated Balance Sheets as of December 31, 2010 and 2009

d Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008

e Notes to Consolidated Financial Statements

2 Getty Realty Corp. Form 10 K for the year ended December 31, 2011

a Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009

b Consolidated Statements of Comprehensive Income for the years ended December 31, 2011, 2010 and 2009

c Consolidated Balance Sheets as of December 31, 2011 and 2010

d Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

e Notes to Consolidated Financial Statements

3 Getty Realty Corp. Form 10 Q for the quarter ended March 31, 2012

a Consolidated Statements of Operations for the Three Months ended March 31, 2012 and 2011

b Consolidated Statements of Comprehensive Income for the Three Months ended March 31, 2012 and 2011

c Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011

d Consolidated Statements of Cash Flows for the Three Months ended March 31, 2012 and 2011

e Notes to Consolidated Financial Statements

4 Getty Realty Corp. Form 10 Q for the quarter ended June 30, 2012

a Consolidated Statements of Operations for the Three and Six Months ended June 30, 2012 and 2011

b Consolidated Statements of Comprehensive Income for the Three and Six Months ended June 30, 2012 and 2011

c Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011

d Consolidated Statements of Cash Flows for the Six Months ended June 30, 2012 and 2011

e Notes to Consolidated Financial Statements

Schedule 5.5-1

5 Getty Realty Corp. Form 10 Q for the quarter ended September 30, 2012

a Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2012 and 2011

b Consolidated Statements of Comprehensive Income for the Three and Nine months ended September 30, 2012 and 2011

c Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011

d Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2012 and 2011

e Notes to Consolidated Financial Statements

Schedule 5.5-2

SCHEDULE 5.15

EXISTING INDEBTEDNESS

Schedule 5.15-1

SCHEDULE 5.21(a)(1)

MORTGAGED PROPERTIES

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
01		30200	FEE		302000	611 SOUTHBRIDGE STREET AUBURN, MA	Worcester
02		30201	FEE		302010	712 SOUTHBRIDGE STREET AUBURN, MA	Worcester
03		30202	FEE		302020	310 WASHINGTON STREET AUBURN, MA	Worcester
05		30204	FEE		302040	358 GREAT ROAD BEDFORD, MA	Middlesex South
07		30206	FEE		302060	154 SOUTH MAIN STREET BRADFORD, MA	Essex South
08		30207	FEE		302070	140 CAMBRIDGE STREET BURLINGTON, MA	Middlesex South
09		30208	FEE		302080	198 CAMBRIDGE STREET BURLINGTON, MA	Middlesex South
10		30217	FEE		302170	436 LANCASTER STREET LEOMINSTER, MA	Worcester
11		30211	FEE		302110	79-81 HIGH STREET DANVERS, MA	Essex South
13		30213	FEE		302130	1100 LAKEVIEW AVE. DRACUT, MA	Middlesex North

Schedule 5.21(a)(1)-1

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
14		30214	FEE		302140	6 PEARSON BLVD. GARDNER, MA	Worcester
19		30219	FEE		302190	535 LYNNWAY LYNN, MA	Essex South
20		30220	FEE		302200	122 BOSTON STREET LYNN, MA	Essex South
21		30221	FEE		302210	413 LAKESIDE AVE. MARLBOROUGH, MA	Middlesex South
22		30222	FEE		302220	860 MAIN STREET MELROSE, MA	Middlesex South
23		30223	FEE		302230	138 HAVERHILL STREET METHUEN, MA	Essex North
24		30225	FEE		302250	14 NEWBURYPORT TPKE. PEABODY, MA	Essex South
25		30226	FEE		302260	85 LYNNFIELD STREET PEABODY, MA	Essex South (Registered Land)
26		30227	FEE		302270	345 BENNETT HIGHWAY REVERE AND SAUGUS, MA	Suffolk (Registered Land) And Essex South (Registered Land)
27		30228	FEE		302280	146 BOSTON STREET SALEM, MA	Essex South
28		30229	FEE		302290	271 BOSTON TPKE. SHREWSBURY, MA	Worcester
29		30230	FEE		302300	29 MAPLE AVE. SHREWSBURY, MA	Worcester

Schedule 5.21(a)(1)-2

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
30		30231	FEE		302310	1975 MAIN STREET TEWKSBURY, MA	Middlesex North
32		30233	FEE		302330	356 LOWELL STREET WAKEFIELD, MA	Middlesex South
33		30234	FEE		302340	27 EAST MAIN STREET WESTBOROUGH, MA	Worcester
35		30236	FEE		302360	586 MAIN STREET WILMINGTON, MA	Middlesex North
36		30237	FEE		302370	361 MIDDLESEX AVE. WILMINGTON, MA	Middlesex North
37		30238	FEE		302380	340 GROVE STREET WORCESTER, MA	Worcester
38		30239	FEE		302390	719 SOUTHBRIDGE STREET WORCESTER, MA	Worcester
39		30240	FEE		302400	48 MADISON STREET WORCESTER, MA	Worcester
40		30241	FEE		302410	747 PLANTATION STREET WORCESTER, MA	Worcester
41		30242	FEE		302420	466 LINCOLN STREET WORCESTER, MA	Worcester
42		55300	FEE		553000	24 LOUDON ROAD CONCORD, NH	Merrimack
43		55301	FEE		553010	343 LOUDON ROAD CONCORD, NH	Merrimack
44		55302	FEE		553020	37 BIRCH STREET DERRY, NH	Rockingham

Schedule 5.21(a)(1)-3

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
45		55303	FEE		553030	169 SILVER STREET DOVER, NH	Strafford
46		55304	FEE		553040	1 LONG HILL ROAD	Strafford
47		55305	FEE		553050	46 CENTRAL AVE. DOVER, NH	Strafford
48		55306	FEE		553060	100 MAST ROAD (SR 1140 GOFFSTOWN, NH	Hillsborough
50		55308	FEE		553080	126 ROUTE 125 KINGSTON, NH	Rockingham
51		55309	FEE		553090	12—14 NASHUA ROAD LONDONDERRY, NH	Rockingham
52		55310	FEE		553100	245 EDDY ROAD MANCHESTER, NH	Hillsborough
53		55311	FEE		553110	887 HANOVER STREET MANCHESTER, NH	Hillsborough
55		55313	FEE		553130	190 AMHERST STREET NASHUA, NH	Hillsborough
56		55314	FEE		553140	347 WEST HOLLIS STREET NASHUA, NH	Hillsborough
57		55315	FEE		553150	620 AMHERST STREET NASHUA, NH	Hillsborough
58		55316	FEE		553160	160 BROAD STREET NASHUA, NH	Hillsborough
59		55317	FEE		553170	7 HARRIS ROAD NASHUA, NH	Hillsborough

Schedule 5.21(a)(1)-4

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
60		55318	FEE		553180	301 MAIN STREET NASHUA, NH	Hillsborough
62		55320	FEE		553200	137 FIRST NEW HAMPSHIRE TPKE. NORTHWOOD, NH	Rockingham
63		55321	FEE		553210	786 US HIGHWAY 1 BYPASS PORTSMOUTH, NH	Rockingham
64		55322	FEE		553220	101-1 CENTER STREET RAYMOND, NH	Rockingham
65		55323	FEE		553230	95 FARMINGTON ROAD ROCHESTER, NH	Strafford
66		55324	FEE		553240	130 WASHINGTON STREET ROCHESTER, NH	Strafford
67		55325	FEE		553250	198 MILTON ROAD ROCHESTER, NH	Strafford
68		58620	FEE		586200	ROUTES 6 & 22 BREWSTER, NY	Putnam
69		58621	FEE		586210	504 NEW ROCHELLE ROAD BRONXVILLE, NY	Westchester
70		58622	FEE		586220	2072 EAST MAIN STREET CORTLANDT MANOR, NY	Westchester
71		58623	FEE		586230	430 BROADWAY DOBBS FERRY, NY	Westchester
72		58624	FEE		586240	407 WHITE PLAINS ROAD EASTCHESTER, NY	Westchester

Schedule 5.21(a)(1)-5

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
73		58625	FEE		586250	280 NORTH SAW MILL RIVER ROAD ELMSFORD, NY	Westchester
74		58626	FEE		586260	109 WEST RAMAPO ROAD GARNERVILLE, NY	Rockland
76		58628	FEE		586280	240 EAST HARTSDALE AVE. HARTSDALE, NY	Westchester
77		58629	FEE		586290	154 BROADWAY HAWTHORNE, NY	Westchester
78		58630	FEE		586300	349 ROUTE 82 HOPEWELL JUNCTION, NY	Dutchess
79		58631	FEE		586310	1110 VIOLET AVE. HYDE PARK, NY	Dutchess
81		58633	FEE		586330	808 PALMER AVE. MAMARONECK, NY	Westchester
82		58634	FEE		586340	279 BLOOMINGBURG ROAD MIDDLETOWN, NY	Orange
83		58635	FEE		586350	208 SAW MILL RIVER ROAD MILLWOOD, NY	Westchester
84		58636	FEE		586360	680 MAIN STREET MOUNT KISCO, NY	Westchester
85		58637	FEE		586370	434 GRAMATAN AVE. MOUNT VERNON, NY	Westchester
86		58638	FEE		586380	75 BROOKSIDE AVE. CHESTER, NY	Orange

Schedule 5.21(a)(1)-6

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
87		58639	FEE		586390	409 MAIN STREET NEW PALTZ, NY	Ulster
88		58640	FEE		586400	657 NORTH AVE. NEW ROCHELLE, NY	Westchester
89		58641	FEE		586410	1001 ROUTE 94 NEW WINDSOR, NY	Orange
91		58643	FEE		586430	310 BROADWAY NEWBURGH, NY	Orange
92		58644	FEE		586440	246 ROUTE 17K NEWBURGH, NY	Orange
93		58645	FEE		586450	4100 ROUTE 9A & WELCHER AVE. PEEKSKILL, NY	Westchester
94		58646	FEE		586460	30 LINCOLN AVE. PELHAM, NY	Westchester
95		58647	FEE		586470	144 KING STREET PORT CHESTER, NY	Westchester
97		58650	FEE		586500	55 WASHINGTON STREET POUGHKEEPSIE, NY	Dutchess
98		58651	FEE		586510	2646 SOUTH ROAD POUGHKEEPSIE, NY	Dutchess
99		58652	FEE		586520	1061 FREEDOM PLAINS ROAD POUGHKEEPSIE, NY	Dutchess
100		58653	FEE		586530	2605 ROUTE 9 (a/k/a 428 SOUTH ROAD) POUGHKEEPSIE, NY	Dutchess

Schedule 5.21(a)(1)-7

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
101		58654	FEE		586540	2063 NEW HACKENSACK ROAD POUGHKEEPSIE, NY	Dutchess
102		58655	FEE		586550	298 TITUSVILLE ROAD POUGHKEEPSIE, NY	Dutchess
103		58656	FEE		586560	69 THEODORE FREMD BLVD. RYE, NY	Westchester
104		58657	FEE		586570	826 WHITE PLAINS ROAD SCARSDALE, NY	Westchester
106		58659	FEE		586590	189 ROUTE 59 SPRING VALLEY, NY	Rockland
108		58661	FEE		586610	215 NORTH BROADWAY TARRYTOWN, NY	Westchester
110		58663	FEE		586630	8 MARBLEDALE ROAD TUCKAHOE, NY	Westchester
112		58665	FEE		586650	1468 ROUTE 9 WAPPINGERS FALLS, NY	Dutchess
113		58666	FEE		586660	3 COLONIAL AVE WARWICK, NY	Orange
114		58667	FEE		586670	116 NORTH ROUTE 303 WEST NYACK, NY	Rockland
117		58670	FEE		586700	142 TUCKAHOE ROAD YONKERS, NY	Westchester
118		58671	FEE		586710	3205 CROMPOND ROAD YORKTOWN HEIGHTS, NY	Westchester
120		58673	FEE		586730	10 WEST MERRIT BLVD (a/k/a 2410 ROUTE 9) FISHKILL, NY	Dutchess

Schedule 5.21(a)(1)-8

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
121		58674	FEE		586740	290 ROUTE 211 EAST MIDDLETOWN, NY	Orange
122		58675	FEE		586750	275 ROUTE 59 EAST NANUET, NY	Rockland
124		58677	FEE		586770	174 WESTCHESTER AVE. WHITE PLAINS, NY	Westchester
128		58681	FEE		586810	80 BEDFORD ROAD KATONAH, NY	Westchester
129		40010	FEE		400100	66-610 KAMEHAMEHA HWY. HALEIWA, HI	Honolulu
130		40011	FEE		400110	3203 MONSARRAT AVE. HONOLULU, HI	Honolulu
131		40012	FEE		400120	2314 NORTH SCHOOL STREET HONOLULU, HI	Honolulu
132		40014	FEE		400140	215 SOUTH VINEYARD BLVD. HONOLULU, HI	Honolulu
133		40015	FEE		400150	2025 KALAKAUA AVE. HONOLULU, HI	Honolulu
134		40019	FEE		400190	46-004 KAMEHAMEHA HWY. HONOLULU, HI	Honolulu
135		40020	FEE		400200	47-515 KAMEHAMHA HWY. KANEOHE, HI	Honolulu

Schedule 5.21(a)(1)-9

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
136		40023	FEE		400230	85-830 FARRINGTON HWY. WAIANAE, HI	Honolulu
137		40024	FEE		400240	87-1942 FARRINGTON HWY. WAIANAE, HI	Honolulu
138		40026	FEE		400260	94-780 FARRINGTON HWY. WAIPAHU, HI	Honolulu
139		29101	FEE		29101	11055 BALTIMORE AVENUE BELTSVILLE, MD	PRINCE GEORGE’S
140		29102	FEE		29102	11417 CHERRY HILL ROAD BELTSVILLE, MD	PRINCE GEORGE’S
141		29103	FEE		29103	10405 BALTIMORE AVENUE BELTSVILLE, MD	PRINCE GEORGE’S
142		29104	FEE		29104	4040 POWDER MILL ROAD BELTSVILLE, MD	PRINCE GEORGE’S
143		29105	FEE		29105	5650 ANNAPOLIS ROAD BLADENSBURG, MD	PRINCE GEORGE’S
144		29106	FEE		29106	16450 HARBOUR WAY BOWIE, MD	PRINCE GEORGE’S
145		29107	FEE		29107	8901 CENTRAL AVENUE CAPITAL HEIGHTS, MD	PRINCE GEORGE’S
146		29108	FEE		29108	6441 COVENTRY WAY CLINTON, MD	PRINCE GEORGE’S
147		29109	FEE		29109	7110 BALTIMORE AVENUE COLLEGE PARK, MD	PRINCE GEORGE’S
148		29110	FEE		29110	8401 BALTIMORE AVENUE COLLEGE PARK, MD	PRINCE GEORGE’S

Schedule 5.21(a)(1)-10

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
149		29111	FEE		29111	5921 MARLBORO PIKE DISTRICT HEIGHTS, MD	PRINCE GEORGE’S
150		29112	FEE		29112	5520 MARLBORO PIKE DISTRICT HEIGHTS, MD	PRINCE GEORGE’S
151		29113	FEE		29113	7631 MARLBORO PIKE FORESTVILLE, MD	PRINCE GEORGE’S
152		29114	FEE		29114	10815 INDIAN HEAD HIGHWAY FORT WASHINGTON, MD	PRINCE GEORGE’S
153		29115	FEE		29115	7619 GREENBELT ROAD GREENBELT, MD	PRINCE GEORGE’S
154		29116	FEE		29116	6727 RIGGS ROAD HYATTSVILLE, MD	PRINCE GEORGE’S
155		29117	FEE		29117	3200 QUEENS CHAPEL ROAD HYATTSVILLE, MD	PRINCE GEORGE’S
156		29118	FEE		29118	7106 MARTIN L. KING JR. HIGHWAY LANDOVER, MD	PRINCE GEORGE’S
157		29119	FEE		29119	7545 LANDOVER ROAD LANDOVER, MD	PRINCE GEORGE’S
158		29120	FEE		29120	6579 ANNAPOLIS ROAD LANDOVER HILLS, MD	PRINCE GEORGE’S
159		29121	FEE		29121	5806 LANDOVER ROAD LANDOVER HILLS, MD	PRINCE GEORGE’S
160		29122	FEE		29122	9500 LANHAM SEVERN ROAD LANHAM, MD	PRINCE GEORGE’S

Schedule 5.21(a)(1)-11

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
161		29123	FEE		29123	8850 GORMAN ROAD LAUREL, MD	HOWARD
162		29124	FEE		29124	801 WASHINGTON BLVD. LAUREL, MD	PRINCE GEORGE’S
163		29125	FEE		29125	3384 FORT MEADE ROAD LAUREL, MD	ANNE ARUNDEL
164		29126	FEE		29126	7801 SANDY SPRING ROAD LAUREL, MD	PRINCE GEORGE’S
165		29127	FEE		29127	15151 SWEITZER LANE LAUREL, MD	PRINCE GEORGE’S
166		29128	FEE		29128	14701 BALTIMORE AVENUE LAUREL, MD	PRINCE GEORGE’S
167		29129	FEE		29129	5622 ST. BARNABAS ROAD OXON HILL, MD	PRINCE GEORGE’S
168		29130	FEE		29130	6631 RIVERDALE ROAD RIVERDALE, MD	PRINCE GEORGE’S
169		29131	FEE		29131	6117 BALTIMORE BLVD. RIVERDALE, MD	PRINCE GEORGE’S
170		29132	FEE		29132	6400 CENTRAL AVENUE SEAT PLEASANT, MD	PRINCE GEORGE’S
171		29134	FEE		29134	3000 COLEBROOKE DRIVE SUITLAND, MD	PRINCE GEORGE’S
172		29135	FEE		29135	4747 SIVLER HILL ROAD SUITLAND, MD	PRINCE GEORGE’S

Schedule 5.21(a)(1)-12

SITE NO.	LOCATION NUMBER		PROPERTY TYPE	ACCOUNT NUMBER		PROPERTY NAME & ADDRESS	COUNTY
173		29136	FEE		29136	3399 BRANCH AVENUE TEMPLE HILLS, MD	PRINCE GEORGE’S
174		29137	FEE		29137	10350 CAMPUS WAY SOUTH UPPER MARLBORO, MD	PRINCE GEORGE’S
175		29138	FEE		29138	1597 LIVINGSTON ROAD ACCOKEEK, MD	PRINCE GEORGE’S

Schedule 5.21(a)(1)-13

SCHEDULE 5.21(a)(2)

ADDITIONAL LEASED PROPERTIES

ADDITIONAL LEASED PROPERTIES

Property #	Address	City	State
6	1672 86th St.	Brooklyn	NY
7	161-51 Baisley Blvd	Jamaica	NY
8	75-41 Yellowstone Blvd	Rego Park	NY
16	98-21 Rockaway Blvd	Ozone Park	NY
17	1780 Coney Island Ave	Brooklyn	NY
20	1810 Cross Bronx Exp.	Bronx	NY
53	510 Suffolk Ave	Brentwood	NY
54	172 Howells Rd	Bay Shore	NY
70	564 Montauk Highway	West Islip	NY
74	43 Lake Street	White Plains	NY
78	1800 Central Ave	Yonkers	NY
82	32 Belle Ave	Ossining	NY
93	4350 Boston Post Rd	Pelham Manor	NY
100	140 Franklin Turnpike	Mahwah	NJ
103	200 Westchester Ave	Port Chester	NY
115	3400-08 Baychester Ave	Bronx	NY
116	128 East Main St	Elmsford	NY
126	4302 Ft Hamilton Pwy	Brooklyn	NY
128	2504 Harway Ave	Brooklyn	NY
146	837 Route 6	Mahopac	NY
152	3337 Boston Rd	Bronx	NY
159	245 Route 52	Carmel	NY
169	1499 Route 9	Wappingers Falls	NY
186	1915 Bruckner Blvd	Bronx	NY
195	6126 Amboy Rd	Staten Island	NY
212	348 E 106th St	New York	NY
218	69-05 Elliot Ave	Middle Village	NY
219	4925 Vandam St	Long Island City	NY
223	6418 8th Avenue	Brooklyn	NY
225	100-17 Beach Channel Dr	Rockaway Beach	NY
228	1881 Utica Ave	Brooklyn	NY
229	125 Kings Highway	Brooklyn	NY
234	1125-27 Richmond Terrace	Staten Island	NY

Schedule 5.21(a)(2)-1

Property #	Address	City	State
235	1820 Richmond Road	Staten Island	NY
254	1700 Georges Rd. Route 130	North Brunswick	NJ
258	1413 Edward L Grant Hwy	Bronx	NY
264	2590 Bailey Ave	Bronx	NY
266	5805 Broadway	Bronx	NY
268	1185 Bronx River Ave	Bronx	NY
270	2400 E Tremont Ave	Bronx	NY
277	3031 Bailey Ave	Bronx	NY
278	944 Central Park Ave	Yonkers	NY
288	Route 36 & Ave D	Atlantic Highlands	NJ
299	481 Union Ave	Westbury	NY
301	357 No Broadway	Sleepy Hollow	NY
312	166-02 Northern Blvd	Flushing	NY
319	120 Moffatt Road	Mahwah	NJ
323	3083 Webster Ave	Bronx	NY
324	4000 Hylan Blvd	Staten Island	NY
325	1168 Pleasantville Road	Briarcliff Manor	NY
329	1441 Westchester Ave	Bronx	NY
331	6571 Broadway	Bronx	NY
332	600 South Pelham Pwky.	Bronx	NY
334	5818 18Th Ave	Brooklyn	NY
336	64-23 7Th Ave	Brooklyn	NY
339	4880 Broadway	New York	NY
340	89 St Nicholas Place	New York	NY
342	65-15 Cooper Ave	Glendale	NY
343	156-07 Rockaway Blvd	Ozone Park	NY
350	69 Pascack Road	Spring Valley	NY
360	323 Jericho Turnpike	Smithtown	NY
363	350 Rockaway Tpke	Cedarhurst	NY
365	1324 East Putnam Ave	Old Greenwich	CT
374	32 Route 59	Nyack	NY
411	3513 Atlantic Ave	Brooklyn	NY
425	570 Sunrise Hwy	West Islip	NY
427	1160 Straight Path	West Babylon	NY
432	999 Route 25A	Stony Brook	NY
439	2840 Pond Road	Lake Ronkonkoma	NY
444	515 Montauk Highway	Bay Shore	NY
460	295 Central Ave	Bethpage	NY
462	1714 New York Ave	Huntington Station	NY
507	520 Broad Ave	Ridgefield	NJ

Schedule 5.21(a)(2)-2

Property #	Address	City	State
537	1000 Motor Pkwy & Joshua	Central Islip	NY
544	190 Aqueduct Road	White Plains	NY
546	56-02 Broadway	Woodside	NY
552	655 Port Washington Blvd	Port Washington	NY
568	36-02 21St St. & 36Th Ave.	Long Island City	NY
569	1508 Fifth Avenue	Bay Shore	NY
574	3230 Route 22	Patterson	NY
576	331 Tuckahoe Road	Yonkers	NY
577	719 Bronx River Rd	Yonkers	NY
578	1 Boston Post Rd	Rye	NY
579	185 North Highland Ave	Ossining	NY
581	1267 Fairfield Ave.	Bridgeport	CT
584	265 Main Street	Cromwell	CT
585	611 Main Street	East Hartford	CT
587	Route 32 & Route 87—Box 17-A	Franklin	CT
589	176 Tolland Tpke	Manchester	CT
590	934-938 E. Main Street	Meriden	CT
591	612 Norwich-Salem Turnpike	Oakdale	CT
595	222 Danbury Rd	New Milford	CT
596	195 State Street	North Haven	CT
598	170 Taftville—Occum Rd	Norwich	CT
599	1096 Portland Cobalt Road	Portland	CT
600	309 Putnam Rd.	Wauregan	CT
601	398 Main Street	Southington	CT
606	216 Merrow Road	Tolland	CT
607	531 N.Main St.	Union City	CT
612	540 Derby Avenue	West Haven	CT
613	1830 E. State Street	Westport	CT
624	30 W. State Street	Granby	MA
625	123 Main St.	Great Barrington	MA
626	13 Russell St.	Hadley	MA
627	705 South Main Street	Lanesborough	MA
628	27 Palmer Rd	Monson	MA
629	148 Eagle St.	North Adams	MA
630	326 State Road	North Adams	MA
632	186 Wahconah St.	Pittsfield	MA
633	1030 South Street	Pittsfield	MA
635	19 Bridge St.	South Hadley	MA
637	2221 Main St. & Carew	Springfield	MA
638	1100 Page Blvd.	Springfield	MA

Schedule 5.21(a)(2)-3

Property #	Address	City	State
643	278 Elm Street	Westfield	MA
647	2 Pleasantville Rd.	Ossining	NY
652	R.D.#1 Route 130	Beverly	NJ
655	4431 Route 9	Freehold	NJ
658	4545 Us Highway 9 (North)	Howell	NJ
659	321 Rte 440 South	Jersey City	NJ
661	100 White Horse Pike	Lawnside	NJ
665	1292 Rt 22 East	North Plainfield	NJ
667	639 Rte 17 South	Paramus	NJ
671	2401 Route 22 West	Union	NJ
675	P.O.Box 505 Rt 206	Andover	NJ
676	Rte107 & Glen Cove Rd.	Glen Head	NY
677	381 North Ave.	New Rochelle	NY
679	154 South Main Street	Torrington	CT
680	208 Foxon Road	North Branford	CT
681	1258 Middle Country Rd	Selden	NY
683	407 West Main Street	Meriden	CT
687	47 Wolcott Rd.	Wolcott	CT
703	530 Franklin Ave	Franklin Square	NY
709	2955 Cropsey Ave	Brooklyn	NY
751	630 Lincoln Hwy Rt 1	Fairless Hills	PA
6151	105 West Street	Bristol	CT
6152	1053 Farmington Ave.	Bristol	CT
6153	228 Pine Street	Bristol	CT
6154	948 Pine Street	Bristol	CT
6155	368 West High Street	Cobalt	CT
6156	384 Main Street	Durham	CT
6157	1 Main Street	Ellington	CT
6158	56 Enfield Street	Enfield	CT
6159	1387 Farmington Ave.	Farmington	CT
6160	867 Wethersfield Ave.	Hartford	CT
6161	923 Maple Ave.	Hartford	CT
6162	1101 East Main Street	Meriden	CT
6163	619 South Main Street	Middletown	CT
6164	710 West Main Street	New Britain	CT
6165	194 Kelsey Street	Newington	CT
6166	105 Washington Ave.	North Haven	CT
6167	67 East Main Street	Plainville	CT
6168	699 Main Street	Plymouth	CT
6169	875 Windham Road	South Windham	CT

Schedule 5.21(a)(2)-4

Property #	Address	City	State
6170	856 Sullivan Ave.	South Windsor	CT
6171	801 Thompsonville Road	Suffield	CT
6172	506 Talcotville Road	Vernon	CT
6173	720 North Colony Road	Wallingford	CT
6175	1030 Hamilton Ave.	Waterbury	CT
6176	1676 Watertown Ave.	Waterbury	CT
6177	467 Wolcott Street	Waterbury	CT
6178	1219 Main Street	Watertown	CT
6179	930 Silas Deane Highway	Wethersfield	CT
6180	528 Main Street	West Haven	CT
6181	1309 Boston Post Road	Westbrook	CT
6182	1440 West Main Street	Willimantic	CT
6184	245 Ella Grasso Highway	Windsor Locks	CT
6185	269 Main Street	Windsor Locks	CT
6722	1030 Blue Hills Road	Bloomfield	CT
6742	36 Danbury Road	Ridgefield	CT
6743	2098 Fairfield Avenue	Bridgeport	CT
6744	331 West Avenue	Norwalk	CT
6748	16 Long Ridge Road	Stamford	CT
6751	1235 Park Avenue	Bridgeport	CT
6753	1464 Fairfield Avenue	Bridgeport	CT
6756	2750 North Ave.	Bridgeport	CT
6759	241 Kimberly Avenue	New Haven	CT
6762	179 Noroton & West Aves	Darien	CT
6764	271 Post Road East	Westport	CT
6765	224 Magee Avenue	Stamford	CT
6766	3050 Whitney Ave	Hamden	CT
6768	59 West Broad Street	Stamford	CT
6771	1046 Boston Post Road	Guilford	CT
6777	300 Bridgeport Avenue	Milford	CT
6778	265 Boston Avenue	Stratford	CT
6781	231 Cherry St	Milford	CT
6782	721 Kings Hwy	Fairfield	CT
6813	813 Federal Road	Brookfield	CT
6819	206 Main Ave.	Norwalk	CT
6822	886 Hartford Rd.	Manchester	CT
6826	1919 Broad St.	Hartford	CT
6831	158 Fitch St.	New Haven	CT
6834	242 S. Salem Rd.	Ridgefield	CT
6836	3725 Madison Avenue	Bridgeport	CT

Schedule 5.21(a)(2)-5

Property #	Address	City	State
6837	210 Danbury Rd.	Wilton	CT
6852	578 S Main St	Middletown	CT
6853	126 South Road	Enfield	CT
6864	1022 Burnside Avenue	East Hartford	CT
6865	749 Main Street	Watertown	CT
6871	441 West Avon Road	Avon	CT
6872	339 Old Hartford Road	Colchester	CT
8644	4700 Kirkwood Highway	Wilmington	DE
8645	3506 Phil-Wilm Pike	Claymont	DE
8667	1147 Christiana Road	Newark	DE
8676	1712 Lovering Ave.	Wilmington	DE
28025	23 Main St.	Fairfield	ME
28027	515 Lisbon St	Lewiston	ME
28052	Main And Elm Sts	Biddeford	ME
28206	211 Lisbon Road	Lisbon	ME
28207	Lisbon & Union Streets	Lisbon Falls	ME
28208	460-464 Warren Avenue	Portland	ME
28215	161 Bridgton Road	Westbrook	ME
28222	207 Broadway	South Portland	ME
28223	510 Sabattus Street	Lewiston	ME
28227	393 Western Avenue Suite 1-3	Augusta	ME
29101	11055 Baltimore Ave.	Beltsville	MD
29102	11417 Cherry Hill Road	Beltsville	MD
29103	10405 Baltimore Ave.	Beltsville	MD
29104	4040 Powder Mill Road	Beltsville	MD
29105	5650 Annapolis Road	Bladensburg	MD
29106	16450 Harbour Way	Bowie	MD
29107	8901 Central Ave.	Capitol Heights	MD
29108	6441 Coventry Way	Clinton	MD
29109	7110 Baltimore Ave.	College Park	MD
29110	8401 Baltimore Ave.	College Park	MD
29111	5921 Marlboro Pike	District Heights	MD
29112	5520 Marlboro Pike	District Heights	MD
29113	7631 Marlboro Pike	Forestville	MD
29114	10815 Indian Head Highway	Fort Washington	MD
29115	7619 Greenbelt Road	Greenbelt	MD
29116	6727 Riggs Road	Hyattsville	MD
29117	3200 Queens Chapel Road	Hyattsville	MD
29118	7106 Martin L. King Jr. Hwy.	Landover	MD
29119	7545 Landover Road	Landover	MD

Schedule 5.21(a)(2)-6

Property #	Address	City	State
29120	6579 Annapolis Road	Landover Hills	MD
29121	5806 Landover Road	Landover Hills	MD
29122	9500 Lanham Severn Road	Lanham	MD
29123	8850 Gorman Road	Laurel	MD
29124	801 Washington Blvd.	Laurel	MD
29125	3384 Fort Meade Road	Laurel	MD
29126	7801 Sandy Spring Road	Laurel	MD
29127	15151 Sweitzer Lane	Laurel	MD
29128	14701 Baltimore Ave.	Laurel	MD
29129	5622 St. Barnabas Road	Oxon Hill	MD
29130	6631 Riverdale Road	Riverdale	MD
29131	6117 Baltimore Blvd.	Riverdale	MD
29132	6400 Central Ave.	Seat Pleasant	MD
29134	3000 Colebrooke Drive	Suitland	MD
29135	4747 Silver Hill Road	Suitland	MD
29136	3399 Branch Ave.	Temple Hills	MD
29137	10350 Campus Way South	Upper Marlboro	MD
29138	1597 Livingston Road	Accokeek	MD
29815	353 Baltimore Boulevard	Westminster	MD
29817	Us Rt #11	Williamsport	MD
30161	65 Main Street	Milford	MA
30317	1744 Centre St.	West Roxbury	MA
30324	1 Powder Mill Rd	Maynard	MA
30326	221 Main St.	Gardner	MA
30327	663 Washington St	Stoughton	MA
30331	295 Mass. Ave.	Arlington	MA
30332	484 Broadway	Methuen	MA
30344	245 N. Main St.	Randolph	MA
30352	110 Galen St.	Watertown	MA
30374	22 Bridge Street	Dedham	MA
30375	4 Whiting Street	Hingham	MA
30392	61 Homer Avenue	Ashland	MA
30393	325 Washington St	Woburn	MA
30404	563 Trapelo Rd.	Belmont	MA
30409	792 Truman Hywy	Hyde Park	MA
30411	2081 Revere Beach Parkway	Everett	MA
30429	63 S. Washington St.	North Attleboro	MA
30436	527 Grafton Street	Worcester	MA
30438	835 Rockdale Ave. (North	New Bedford	MA
30445	150 Plymouth Ave	Fall River	MA

Schedule 5.21(a)(2)-7

Property #	Address	City	State
30457	609 Park Ave.	Worcester	MA
30458	East Main St	Webster	MA
30466	185 Mechanic St	Clinton	MA
30468	10 Main St.	Foxborough	MA
30472	564 Main St.	Clinton	MA
30488	112 Barnstable Rd	Hyannis	MA
30515	331 Bennington St	Boston	MA
30521	964 Boylston St	Newton	MA
30524	40 Davis Straits	Falmouth	MA
30545	30 Lowell Street	Methuen	MA
30546	399 Webster Street	Rockland	MA
30552	1052 S. Main Street	Bellingham	MA
30553	531 Mt Pleasant St	New Bedford	MA
30558	421 Taunton Avenue	Seekonk	MA
30559	571 Main St.	Walpole	MA
30561	785 Turnpike Street	North Andover	MA
30562	1 Oak Hill Road	Westford	MA
30600	309 Chelmsford Street	Lowell	MA
30602	481 Washington Street	Auburn	MA
30603	245 Haverhill Street	Methuen	MA
30604	9 Haverhill Road	Amesbury	MA
30605	71 East Main Street	Georgetown	MA
30610	581 Boston Post Rd	Billerica	MA
30612	679 Main St.	Chatham	MA
30615	709 Main St. (Rt. 39)	Harwich	MA
30618	801 Lakeview Ave	Lowell	MA
30619	163-164 Pelham Street	Methuen	MA
30623	96 Cranberry Hwy Po Bx991	Orleans	MA
30624	1-1/2 Sylvan Street	Peabody	MA
30625	60-70 Franklin Street	Quincy	MA
30627	94 Jackson Street	Salem	MA
30629	869 Main St (Rt 38)	Tewksbury	MA
30631	714 W Falmouth Hwy	Falmouth	MA
30633	262 Groton Road	Westford	MA
30634	317 Montvale Ave.	Woburn	MA
30635	476 Main Street	Yarmouthport	MA
30636	724 Bedford St	Bridgewater	MA
30648	321 Adams Street	Dorchester	MA
30652	860 Southbridge St.	Auburn	MA
30653	2 Summer St & James St.	Barre	MA

Schedule 5.21(a)(2)-8

Property #	Address	City	State
30654	390 Belmont Street	Worcester	MA
30657	1177 No. Main Street	Clinton	MA
30658	974 Southbridge Street	Worcester	MA
30662	71 East Central Street	Franklin	MA
30663	77 Highland Street	Worcester	MA
30664	199 Falmouth Road	Hyannis	MA
30665	288 Central Street	Leominster	MA
30666	248 Lincoln Street	Worcester	MA
30669	48 West Main Street	Northborough	MA
30672	21 West Boylston Street	West Boylston	MA
30674	176 Worcester Rd.	Southbridge	MA
30676	1308 State Hwy (Rte. 28)	South Yarmouth	MA
30677	205 Worcester Road	Sterling	MA
30678	318 Boston Road	Sutton	MA
30679	1107 Pleasant Street	Worcester	MA
30681	Rt.140,Main St. & Hartford Pk	Upton	MA
30683	11 Milk Street	Westborough	MA
30684	570 Main Street	Harwichport	MA
30685	30 Chandler Street	Worcester	MA
30686	193 Southwest Cutoff	Worcester	MA
30687	942 South Street	Fitchburg	MA
30688	702 West Boylston Street	Worcester	MA
30691	90 Worcester Street	North Grafton	MA
30693	109 South Main Street	Oxford	MA
30694	54 Stafford Street	Worcester	MA
30695	223 Main Street	Athol	MA
30697	1264 Grafton Street	Worcester	MA
30700	1660 Worcester Road	Framingham	MA
30702	Cape Road (Rt. 140) & Water St	Milford	MA
30704	2 Hartford Avenue	Uxbridge	MA
30713	274 High Street	Lowell	MA
40000	4810 East Highland Drive	Jonesboro	AR
40001	17055 Lakewood Blvd.	Bellflower	CA
40002	6001 Goodyear Road	Benicia	CA
40003	46651 Dillon Road	Coachella	CA
40004	690 El Cajon Blvd.	El Cajon	CA
40005	903 Ventura Street	Fillmore	CA
40006	15933 Main Street	Hesperia	CA
40007	8471 Walker Street	La Palma	CA
40008	13236 Poway Road	Poway	CA

Schedule 5.21(a)(2)-9

Property #	Address	City	State
40009	1110 West Gladstone Street	San Dimas	CA
40030	750 East 25Th Street	Baltimore	MD
40031	2207 North Howard Street	Baltimore	MD
40032	8300 Baltimore National Pike	Ellicott City	MD
40033	1102 South Fayetteville Street	Asheboro	NC
40035	120 South Linville Road	Kernersville	NC
40038	722 Highway Street	Madison	NC
40039	1002 Us Highway 70 East	New Bern	NC
40041	3100 Old Hollow Road	Walkertown	NC
40042	634 South Main Street	Walnut Cove	NC
40043	4206 Reidsville Road	Winston Salem	NC
40044	Hwy. 85 & Interstate 94	Belfield	ND
40045	24 Allenstown Road	Allenstown	NH
40046	4 Technology Drive	Bedford	NH
40047	28 West River Road	Hooksett	NH
40048	1731 East Division Street	Arlington	TX
40049	1600 Wells Branch Parkway	Austin	TX
40050	5301 North Lamar Blvd.	Austin	TX
40051	13201 Fm (Ranch Road) 620 N	Austin	TX
40051	13201 Fm (Ranch Road) 620 N	Austin	TX
40052	3501 Harwood Road	Bedford	TX
40053	901 South Bell Blvd.	Cedar Park	TX
40054	5301 North Beach Street	Fort Worth	TX
40054	5301 North Beach Street	Fort Worth	TX
40055	307 East Fm 2410	Harker Heights	TX
40055	307 East Fm 2410	Harker Heights	TX
40056	11912 Old Galveston Road	Houston	TX
40056	11912 Old Galveston Road	Houston	TX
40057	103 North Main	Keller	TX
40057	103 North Main	Keller	TX
40058	300 East Corporate Drive	Lewisville	TX
40059	318 West Main Street	Midlothian	TX
40060	5800 Davis Blvd.	North Richland Hills	TX
40061	2201 I-35 South	San Marcos	TX
40062	12310 Nw H.K.Dodgen Loop	Temple	TX
40062	12310 Nw H.K.Dodgen Loop	Temple	TX
40063	5745 Highway 121	The Colony	TX
40064	100 South New Road	Waco	TX
40064	100 South New Road	Waco	TX
40065	801 North Holman Street	Brookland	AR

Schedule 5.21(a)(2)-10

Property #	Address	City	State
40066	2028 North Church Street	Jonesboro	AR
55211	Danforth Circle	Derry	NH
55234	70 Plaistow Road	Plaistow	NH
55236	18 High Street	Somersworth	NH
55237	164 Main Street And Granite	Salem	NH
55238	2 Mohawk Drive	Londonderry	NH
55239	129 South Main Street	Rochester	NH
55244	605 Daniel Webster Hwy	Merrimack	NH
55245	485 Amherst St	Nashua	NH
55246	135 Bridge Street	Pelham	NH
55247	219 Pembroke Street	Pembroke	NH
55249	Route 11 & Ten Rod Rd	Rochester	NH
55250	74 Hancock Street	Rochester	NH
55253	463 High Street	Somersworth	NH
55254	108 Portsmouth Ave.	Exeter	NH
55256	Rt 101	Candia	NH
55257	Rt 125	Epping	NH
55258	1890 Dover Road	Epsom	NH
55261	4 Amherst Street	Milford	NH
55265	1815 Woodbury Ave	Portsmouth	NH
55267	233 S. Broadway	Salem	NH
55268	587 Lafayette Road	Seabrook	NH
55274	32 Bridge Street	Pelham	NH
56003	81 Route #94	Mcafee	NJ
56025	124 W. Mt.Pleasant Ave.	Livingston	NJ
56027	1296 Rt. 33 & Hamilton Sq	Trenton	NJ
56047	661 Bloomfield Ave	Nutley	NJ
56048	182 Pennington Ave.	Trenton	NJ
56051	1940 Rt 34 & Allenwood Rd	Wall Township	NJ
56056	2352 Morris Avenue (Rahway	Union	NJ
56062	Rts #571 & #535	Cranbury	NJ
56073	208 Branchport Avenue	Long Branch	NJ
56075	1101 E. Jersey St. (Madis	Elizabeth	NJ
56082	158 W. Sylvania Avenue	Neptune City	NJ
56084	8 Stonehouse Road	Basking Ridge	NJ
56086	1545 Hurffville Road	Deptford	NJ
56087	2061 Fellowship & Springdale R	Cherry Hill	NJ
56088	401 Egg Harbor Road	Sewell	NJ
56092	Rt #31 & Bartles Corner Road	Flemington	NJ
56096	75 Springside & Woodlane Rds.	Westampton Twp	NJ

Schedule 5.21(a)(2)-11

Property #	Address	City	State
56101	1870 Kuser Rd.	Trenton	NJ
56109	16Th & F Sts.	Belmar	NJ
56113	Route #71 & Wall Road	Spring Lake	NJ
56118	1213 Route 27	Franklin Twp.	NJ
56119	29 Route 12 & Broad Street	Flemington	NJ
56131	141 Kings Highway	Mt. Royal	NJ
56139	119 Godwin Avenue	Midland Park	NJ
56142	263 E. 29Th St & Rt. 20	Paterson	NJ
56145	3639 Route 9 (North)	Freehold	NJ
56156	1 West 9Th Street	Ocean City	NJ
56167	414 Route 206	Hillsborough	NJ
56169	128 Chestnut Ridge Rd & Lake	Montvale	NJ
56206	Route #1 And Washington R	Princeton	NJ
56215	1705 Route 33 (Corlies Ave)	Neptune	NJ
56252	473 Main Street	Belleville	NJ
56255	2501 Bridge Ave.	Point Pleasant	NJ
56260	1413 North Broad Street	West Deptford	NJ
56263	176 West End Avenue	Somerville	NJ
56276	1490 Bergen Boulevard	Fort Lee	NJ
56294	592 Route 70	Brick	NJ
56297	650 Route 15 South	Lake Hopatcong	NJ
56326	2551 Brunswick Ave.	Trenton	NJ
56803	125 N.Washington Ave.(Hic	Bergenfield	NJ
56847	1112 Route #22 Summit Rd	Mountainside	NJ
56852	134 Nj Rt. #4 (East Bound	Englewood	NJ
56869	749 Lyons Avenue	Irvington	NJ
56873	989 Somerset St.	Watchung	NJ
56877	Shunpike & Green Village	Green Village	NJ
56886	1060 Stuyvesant Ave	Irvington	NJ
56891	171 Bloomfield Ave. (Berk	Bloomfield	NJ
56892	88 E. Mcfarlan St	Dover	NJ
56893	Bordentown Ave. & Ernston	Parlin	NJ
56897	2510 Tonnelle Ave.(N.Berg	North Bergen	NJ
56899	N.J. Route #17 -(South)	Hasbrouck Heights	NJ
56904	571 Inman Avenue (Jordan)	Colonia	NJ
56915	51 North Walnut Street	Ridgewood	NJ
56921	615 Washington Ave.	Washington Township	NJ
56922	357 N.J. Rte #17	Paramus	NJ
56926	2284 Route #4	Fort Lee	NJ
56939	Ocean And Riverdale	Monmouth Beach	NJ

Schedule 5.21(a)(2)-12

Property #	Address	City	State
56962	1067 South Broad Street	Trenton	NJ
56999	585 Northfield Ave	West Orange	NJ
58006	232 North Long Beach Road	Rockville Centre	NY
58007	70-21 73Rd Place (Central	Glendale	NY
58012	206-06 Jamaica Ave.	Bellaire	NY
58022	86 North Babylon Tpke	North Merrick	NY
58027	120 Cutter Mill Rd	Great Neck	NY
58031	665 Glen Cove Avenue	Glen Head	NY
58032	347 Nassau Blvd.	Garden City	NY
58046	90 Glen Cove Road	East Hills	NY
58054	490 Pulaski Road	Greenlawn	NY
58061	606 Wantagh Avenue	Levittown	NY
58064	1880 Front Street	East Meadow	NY
58065	3730 Hempstead Tpke.	Levittown	NY
58077	2495 Cropsey Ave.	Brooklyn	NY
58079	3902 Avenue U	Brooklyn	NY
58085	204-12 Northern Blvd	Bayside	NY
58092	657 Sawmill River Rd	Ardsley	NY
58101	774 Tuckahoe Rd.	Yonkers	NY
58119	5801 Flatlands Ave	Brooklyn	NY
58121	67 Quaker Ridge Rd.	New Rochelle	NY
58131	15 Veterans Memorial Hwy.	Commack	NY
58141	378 Main St. & Brick Kiln Rd.	Sag Harbor	NY
58142	2 Montauk Highway	East Hampton	NY
58144	1525 Montauk Highway	Mastic	NY
58154	1982 Bronxdale Ave.	Bronx	NY
58184	757 Central Park Av	Yonkers	NY
58205	51-63 Eighth Ave.	New York	NY
58295	1164 Rte. 112	Port Jefferson	NY
58329	171 N Highland Av	Ossining	NY
58401	3694 Barger St	Shrub Oak	NY
58409	119 West 145Th St	New York	NY
58415	2001 Gravesend Neck Road	Brooklyn	NY
58441	1881 Forest Ave.	Staten Island	NY
58442	1201 Victory Blvd.	Staten Island	NY
58443	717 Richmond Rd	Staten Island	NY
58535	4780 Boston Post Road	Pelham Manor	NY
58553	5931 Amboy Road (Bethune)	Staten Island	NY
58558	5 Fingerboard St.	Staten Island	NY
58574	241 Terry Road	Smithtown	NY

Schedule 5.21(a)(2)-13

Property #	Address	City	State
58576	520 Hicksville Rd.	Massapequa	NY
58592	242 Dyckman Street	New York	NY
58596	700 Route #211 East	Middletown	NY
58602	532 Plandome Rd.	Manhasset	NY
58703	1372 Union St & Brandywine Ave	Schenectady	NY
58727	3159 Troy-Schenectady Rd	Niskayuna	NY
58732	Terminal & Prospect St.	Poughkeepsie	NY
58774	165 Route 59	Monsey	NY
58829	3229 Sunrise Highway	Wantagh	NY
58836	26-27 College Point Boulevard	Flushing	NY
58855	4220 Sheridan Drive	Amherst	NY
58856	1780 Seneca Street	Buffalo	NY
58858	595 Ontario Street	Buffalo	NY
58859	650 Tonawanda Street	Buffalo	NY
58860	2211 Grand Island Boulevard	Grand Island	NY
58861	5461 Southwestern Boulevard	Hamburg	NY
58862	660 Englewood Avenue	Tonawanda	NY
58865	820 Center Street	Lewiston	NY
58866	6302 Buffalo Avenue	Niagara Falls	NY
58871	6130 Main Street	Williamsville	NY
58900	916 State Route 244	Alfred Station	NY
58901	99 South Main Street	Avoca	NY
58902	5267 Clinton Street Road	Batavia	NY
58903	6890 Byron-Holley Road	Byron	NY
58904	131 South Main Street	Castile	NY
58905	2 East Buffalo Street	Churchville	NY
58906	2594 Main Road	East Pembroke	NY
58907	2 Pennsylvania Ave.	Friendship	NY
58908	145 North Main Street	Naples	NY
58909	4179 Buffalo Road	Rochester	NY
58911	2 South Center Street	Perry	NY
58912	41 South Main Street	Prattsburgh	NY
58913	11 West Lamoka Ave.	Savona	NY
58914	2357 North Main Street	Warsaw	NY
58915	215 North Main Street	Wellsville	NY
58916	3774 Chili Ave.	Rochester	NY
58917	336 West Washington Street	Bath	NY
58918	3211 County Road # 10	Canandaigua	NY
58921	5763 Big Tree Road	Lakeville	NY
58922	3705 Main Street	Greigsville	NY

Schedule 5.21(a)(2)-14

Property #	Address	City	State
58923	335-337 East Henrietta Road	Rochester	NY
67215	40Th Street & Powelton Av	Philadelphia	PA
67227	3050 Lehigh Street	Allentown	PA
67235	552-554 Markley Street	Norristown	PA
67243	596 Lancaster Ave. & Penn St.	Bryn Mawr	PA
67244	725 Fayette Street	Conshohocken	PA
67249	6301 Castor & Robbins Avenue	Philadelphia	PA
67253	907 Huntingdon Pike	Huntingdon Valley	PA
67254	1150 Bustleton Pike	Feasterville	PA
67258	6700 Bustleton Ave	Philadelphia	PA
67261	2101 Oregon Pike	Philadelphia	PA
67265	5700 Ridge Ave & Shurs	Philadelphia	PA
67266	8244-8256 Lowber Avenue	Philadelphia	PA
67271	102 West Eagle Road	Havertown	PA
67272	401 East Baltimore Avenue	Media	PA
67274	100 East Champlost Avenue	Philadelphia	PA
67276	7800 Ridge Ave	Philadelphia	PA
67278	417 East Providence Road	Aldan	PA
67288	Rt 1 & Old Lincoln Hwy.	Trevose	PA
67298	1320 West Chester Pike	Havertown	PA
67367	5300 Springfield Road	Clifton Hgts.	PA
67381	Oak & Providence Roads	Aldan	PA
67401	134 West Baltimore Avenue	Clifton Hgts	PA
67402	2401 N.Broad St & York St	Philadelphia	PA
67405	405 West Bridge Street	Morrisville	PA
67409	8797 Frankford Ave. & Magargee	Philadelphia	PA
67415	1 Nutt Road	Phoenixville	PA
67419	894 North Charlotte Street	Pottstown	PA
67425	301-303 Harleysville Pike	Souderton	PA
67431	313 Swamp Road	Furlong	PA
67433	Main Rt #611 & East St.	Doylestown	PA
67434	778 2Nd Street Pike	Richboro	PA
67437	301 East Johnson Highway	Norriton Twp.	PA
67531	306 Main Street	Trappe	PA
67602	3710 Westchester Pike	Newtown Square	PA
67613	1009 Brooke Blvd	Reading	PA
67613	1009 Brooke Blvd	Reading	PA
67618	8009 Old York Road	Elkins Park	PA
67624	6100 York Road	New Oxford	PA
67638	50 Main St (Getty)	Glen Rock	PA

Schedule 5.21(a)(2)-15

Property #	Address	City	State
67664	2250 Cottman Ave.	Philadelphia	PA
67665	4630 William Flynn Highway	Allison Park	PA
67666	2401 Freeport Road	New Kensington	PA
68003	1015 Sandy Lane	Warwick	RI
68005	1188 Cumberland Hill Road	Woonsocket	RI
68007	1271 Broad Street	Providence	RI
68200	216 Main Street	Ashaway	RI
68607	Massasoit Ave. & Dexter	East Providence	RI
68614	33 Jefferson Blvd.	Warwick	RI
68619	899 Pontiac Avenue	Cranston	RI
68623	227 County Road	Barrington	RI
68643	1879 Mineral Spring Ave.	N. Providence	RI
68645	732 Willett Ave.	East Providence	RI
68646	Rr 11 4087 Tower Hill Rd	Wakefield	RI
69016	Route 61 & Rr # 3 (Mt Carbon)	Pottsville	PA
69019	Rt 61 Rd #5 (Fairlane)	Pottsville	PA
69416	518 Greenfield Road	Lancaster	PA
69424	302 Highland Drive	Mountville	PA
69425	Route 72 & Long Lane	Ebenezer	PA
69439	203 S. Third Street	Oxford	PA
69440	1001 Buchert Road	Pottstown	PA
69484	W. Greenwich & Schylkill Ave	Reading	PA
69495	7710 Allentown Blvd	Harrisburg	PA
69503	1100 Millersville Pike	Lancaster	PA
69504	312 West Main Street	New Holland	PA
69679	3500 Kutztown Road	Laureldale	PA
69682	Main & S.High Streets	Arendtsville	PA
69683	308 E. Wyomissing Avenue	Mohnton	PA
69690	Route 16	Mcconnellsburg	PA
70000	101 East Main Street	Crestline	OH
70001	2424 Possum Run Road	Mansfield	OH
70002	876 Park Ave. East	Mansfield	OH
70003	150 Sandusky Street	Monroeville	OH
71271	1033 West Little Creek Rd.	Norfolk	VA
71500	10030 Sliding Hill Road	Ashland	VA
71501	2102 A South Main St.	Farmville	VA
71502	2515 Salem Church Road	Fredericksburg	VA
71503	620 Cambridge Street	Fredericksburg	VA
71504	11517 Tidewater Trail	Fredericksburg	VA
71505	8520 Jefferson Davis Hwy.	Fredericksburg	VA

Schedule 5.21(a)(2)-16

Property #	Address	City	State
71506	4690 Pouncey Tract Road	Glen Allen	VA
71507	11390 Nuckols Road	Glen Allen	VA
71508	5306 James Madison Highway	King George	VA
71509	12132 King William Rd.	King William	VA
71510	9200 Chamberlayne Ave.	Mechanicsville	VA
71511	6675 Cold Harbor Road	Mechanicsville	VA
71512	7559 Cold Harbor Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71513	8188 Atlee Road	Mechanicsville	VA
71514	7119 Mechanicsville Tpke.	Mechanicsville	VA
71515	9492 Chamberlayne Road	Mechanicsville	VA
71516	6110 Mechanicsville Tpke.	Mechanicsville	VA
71517	16575 Mountain Road	Montpelier	VA
71518	23002 Airport Street	Petersburg	VA
71519	2650 New Market Road	Richmond	VA
71520	23755 Rodgers Clark Blvd.	Ruther Glen	VA
71521	4001 E. Williamsburg Road	Sandston	VA
71522	11625 Brock Road	Spotsylvania	VA
85000	6227 Phillips Highway	Jacksonville	FL
85001	10917 North Main Street	Jacksonville	FL
85002	422 West 21St. Street	Jacksonville	FL
85003	810 North Mcduff Ave.	Jacksonville	FL
85004	6563 Commonwealth Ave.	Jacksonville	FL
85005	2920 Silver Star Road	Orlando	FL

Schedule 5.21(a)(2)-17

SCHEDULE 5.21(b)(1)

MORTGAGED PROPERTY LEASES

Master Energy Lease, dated September 27, 2005, between Trustreet Properties, Inc., CNL APF Partners, L.P., Fuel Supply, Inc., USRP (Molly), LLC, USRP (Bob), LLC, USRP (Fred), LLC, USRP (Sarah), LLC, USRP (Hawaii), LLC, USRP (Jennifer), LLC, and USRP (Steve), LLC, collectively as Landlord, and Aloha Petroleum, Ltd., as Tenant, as assigned to Getty HI Leasing, Inc. pursuant to that certain Assignment and Assumption of Master Energy Lease, dated March 31, 2007, between Landlord, as Assignor, and Getty HI Leasing, Inc., as Assignee.

Unitary Net Lease Agreement, dated March 30, 2011, between GTY MA/NH Leasing, Inc., as Lessor, and Nouria Energy Ventures I, LLC, as Lessee.

Unitary Net Lease Agreement, dated January 13, 2011, between GTY NY Leasing, Inc., as Lessor, and CPD NY Energy Corp., as Lessee.

Unitary Net Lease Agreement, dated September 25, 2009, between GTY MD Leasing, Inc., as Lessor, and White Oak Petroleum, LLC, as Lessee.

Schedule 5.21(b)(1)-1

SCHEDULE 5.21(b)(2)

ADDITIONAL LEASES

[***]²

²  [***] 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 5.21(b)(2)-1

SCHEDULE 5.21(b)(3)

RENT ROLL

[***]³

³  [***] 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 5.21(b)(3)-1

SCHEDULE 5.21(c)

GROUND LEASES

Property #	Address	City	State
30203	380 SOUTHBRIDGE STREET	AUBURN	MA
30205	257 WEST BOYLSTON STREET	WEST BOYLESTON	MA
30209	61 63 MIDDLESEX TURNPIKE	BURLINGTON	MA
30210	189 CHELMSFORD STREET	CHELMSFORD	MA
30212	149 ENDICOTT STREET	DANVERS	MA
30215	264 TIMPANY BLVD	GARDNER	MA
30216	26 COMMERCIAL ROAD	LEOMINSTER	MA
30217	436 LANCASTER STREET	LEOMINSTER	MA
30218	460 KING STREET	LITTLETON	MA
30232	30 LACKEY DAM ROAD	UXBRIDGE	MA
30235	128 TURNPIKE ROAD	WESTBOROUGH	MA
55306	100 MAST RD (SR 114)	GOFFSTOWN	NH
55307	1326 HOOKSETT ROAD	HOOKSETT	NH
55312	1932 SOUTH WILLOW STREET	MANCHESTER	NH
55319	270 MAIN DUNSTABLE ROAD	NASHUA	NH
58627	399 GREENWICH AVE.	GOSHEN	NY
58632	80 BEDFORD ROAD	KATONAH	NY
58642	1423 ROUTE 300	NEWBURGH	NY
58648	101 South Ridge Street	PORT CHESTER	NY

Schedule 5.21(c)-1

Property #	Address	City	State
58649	425 BOSTON ROAD	PORT CHESTER	NY
58658	ROUTE 35 & BOUTON ROAD	SOUTH SALEM	NY
58660	407 WHITE PLAINS ROAD	EASTCHESTER	NY
58662	19 MARBLE AVE.	THORNWOOD	NY
58664	1050 ROUTE 9	WAPPINGERS FALLS	NY
58668	1237 MAMARONECK AVE.	WHITE PLAINS	NY
58669	1176 NEPPERHAN AVE.	YONKERS	NY
58672	2035 SAW MILL RIVER ROAD	YORKTOWN HEIGHTS	NY
58676	3081 ROUTE 22	PATTERSON	NY
58678	HUTCHINSON RIVER PARKWAY	WHITE PLAINS	NY
58679	838 KIMBALL AVE.	YONKERS	NY
58680	275 ROUTE 59 EAST	NANUET	NY

Schedule 5.21(c)-2

SCHEDULE 5.23

CONDITION OF PROPERTIES

NONE

Schedule 5.23-1

SCHEDULE 11.1

ENVIRONMENTAL REMEDIATION AND COMPLIANCE MATTERS

Property #	Address	City	State	Lifecycle Phase
6	1672 86th Street	Brooklyn	New York	Assessment
7	161-51 Baisley Boulevard	Jamaica	New York	RAP Implementation
8	75-41 Yellowstone Blvd	Rego Park	New York	O & M
16	98-21 Rockaway Boulevard	Ozone Park	New York	RAP Implementation
17	1780 Coney Island Avenue	Brooklyn	New York	RAP Implementation
20	1810 CROSS BRONX EXP.	BRONX	New York	Closure Activities
38	2686 Long Beach Road	Oceanside	New York	Assessment
65	1 MONTAUK & CARLTON AVE	EAST ISLIP	New York	Assessment
77	758 Pelham Road	New Rochelle	New York	Closure Activities
91	40 N. Stone Avenue	Elmsford	New York	O & M
93	4350 Boston Post Road	Pelham Manor	New York	Closure Activities
100	140 Franklin Turnpike	Mahwah	New Jersey	Closure Compliance
101	221 ROUTE 303	VALLEY COTTAGE	New York	O & M
102	2311 Crompound Road	Peekskill	New York	RAP Prep
103	200 Westchester Avenue	Port Chester	New York	RAP Prep
114	2453 Westchester Avenue	Bronx	New York	Assessment
116	128 EAST MAIN ST	ELMSFORD	New York	O & M
117	946 BOSTON POST RD.	MAMARONECK	New York	O & M
163	1738 RT.9W	KINGSTON	New York	O & M
190	1809 ROUTE 1	RAHWAY	New Jersey	Assessment
200	13 Clarke Avenue	Staten Island	New York	O & M
214	116-60 Sutphin Boulevard	Jamaica	New York	Closure Activities
223	6418 8th Avenue	Brooklyn	New York	Closure Compliance

Schedule 5.23-1

Property #	Address	City	State	Lifecycle Phase
229	125 KINGS HIGHWAY	BROOKLYN	New York	O & M
232	211-02 Jamaica Avenue	Bellaire	New York	Closure Compliance
234	1125-27 Richmond Terrace	Staten Island	New York	Closure Activities
235	1820 Richmond Road	Staten Island	New York	Assessment
252	4301 BOSTON POST ROAD	BRONX	New York	O & M
257	895 Melrose Avenue	Bronx	New York	Closure Activities
269	1827 Westchester Avenue	Bronx	New York	O & M
270	2400 East Tremont Avenue	Bronx	New York	RAP Implementation
275	495 E. 180Th & Bathgate	Bronx	New York	Closure Activities
278	944 Central Park Avenue	Yonkers	New York	O & M
288	State Highway 36 & Avenue D	Atlantic Highlands	New Jersey	Closure Activities
299	481 UNION AVE	WESTBURY	New York	Assessment
301	257 North Broadway	SLEEPY HOLLOW	New York	O & M
304	1297 Route 9	Old Bridge	New Jersey	Closure Activities
312	166-02 Northern Boulevard	Flushing	New York	O & M
324	4000 Hylan Boulevard	Staten Island	New York	Closure Compliance
325	1168 PLEASANTVILLE ROAD	BRIARCLIFF MANOR	New York	O & M
329	1441 Westchester Avenue	Bronx	New York	Closure Compliance
332	600 South Pelham Parkway	Bronx	New York	O & M
339	4880 Broadway	New York	New York	Closure Activities
340	89 St. Nicholas Place	New York	New York	Closure Compliance
341	239 10th Avenue	New York	New York	Closure Activities
348		Bloomfield	New Jersey	Closure Compliance
353	163-10 Pidgeon Meadow Rd.	Flushing	New York	Closure Activities
358	185 EAST LINCOLN AVE	PELHAM	New York	Assessment
362	1212 Victory Boulevard	Staten Island	New York	Closure Compliance
363	350 ROCKAWAY TPKE	CEDARHURST	New York	Assessment

Schedule 5.23-2

Property #	Address	City	State	Lifecycle Phase
365	1324 East Putnam Ave	Old Greenwich	Connecticut	Predelineation
369	26 E. Post Road	White Plains	New York	RAP Implementation
370	Route 36 & Atlantic Avenue	Keyport	New Jersey	Closure Activities
396	1842 Victory Boulevard	Staten Island	New York	Closure Activities
444	515 MONTAUK HIGHWAY	BAY SHORE	New York	Closure Compliance
448	1164 MONTAUK HWY	E. PATCHOGUE	New York	Closure Compliance
464	869 ATLANTIC AVE	BALDWIN	New York	Assessment
491	1422 Wantagh Ave.	Wantagh	New York	Predelineation
506	1300 Englishtown Rd.	Old Bridge	New Jersey	Closure Compliance
523	1741 Route 37 West	Toms River	New Jersey	Closure Activities
535	310 Bay Shore Road	N. Babylon	New York	Closure Activities
539	1255 McBride	W. Paterson	New Jersey	Closure Activities
564	1103-1107 De Kalb Avenue	Brooklyn	New York	Closure Activities
570	69 BANK STREET	White Plains	New York	Assessment
585	611 Main St., E. Hartford	Hartford	Connecticut	Closure Activities
587	Routes 32 & 87	Franklin	Connecticut	Closure Compliance
589	176 Tolland Tpke & B Acres	Manchester	Connecticut	Closure Activities
590	934-938 E. Main St.	Meriden	Connecticut	Closure Activities
595	222 Danbury Road	New Milford	Connecticut	Closure Activities
598	170 Taftville-Occum Rd.	Norwich	Connecticut	Closure Compliance
601	398 Main St.	SOUTHINGTON	Connecticut	Closure Activities
604	120 Main Street	Terryville	Connecticut	Closure Activities
606	216 Merrow Road	Tolland	Connecticut	Predelineation
611	Route 32	Waterford	Connecticut	Closure Activities
615	1649 Litchfield Turnpike	Woodbridge	Connecticut	Closure Activities
624	30 W. State Street	Granby	Massachusetts	Closure Activities
625	123 Main Street	Great Barrington	Massachusetts	Closure Compliance

Schedule 5.23-3

Property #	Address	City	State	Lifecycle Phase
628	Rte 32 Palmer & Monson Rd	Monson	Massachusetts	Closure Activities
637	2221 Main Street & Carew	Springfield	Massachusetts	Closure Activities
643	278 Elm Street	WESTFIELD	Massachusetts	Assessment
647	2 Pleasantville Rd.	Ossining	New York	O & M
652	R.D.#1 ROUTE 130	BEVERLY	New Jersey	Assessment
653	201 Elmora Ave	Elizabeth	New Jersey	Closure Activities
654	669 SOMERSET STREET	SOMERSET	New Jersey	O & M
655	4431 Route 9	Englishtown	New Jersey	Closure Activities
656	2737 S. Broad St.	Hamilton	New Jersey	Closure Compliance
660	100 River Avenue	Lakewood	New Jersey	Closure Activities
661	100 White Horse Pike	Lawnside	New Jersey	O & M
664	953 18th Avenue	Newark	New Jersey	RAP Implementation
665	1292 RT 22 EAST	NORTH PLAINFIELD	New Jersey	Closure Activities
666	1292 RT 22 East	North Plainfield	New Jersey	Closure Compliance
667	639 Route 17 South	Paramus	New Jersey	Closure Activities
670	957 ROUTE 9 NORTH	SOUTH AMBOY	New Jersey	RAP Implementation
671	2401 ROUTE 24 WEST	UNION	New Jersey	Assessment
673	6718 Black Horse Pike	Pleasantville	New Jersey	Closure Activities
677	381 North Avenue	New Rochelle	New York	RAP Prep
680	208 Foxon Rd.	NORTH BRANFORD	Connecticut	RAP Implementation
684	196 Ross Place	Westfield	New Jersey	Closure Compliance
685	2 Ashford Drive	Dobbs Ferry	New York	Closure Activities
688	301 East & Whiting St.	Plainville	Connecticut	Closure Activities
709	2955 Cropsey Avenue	Brooklyn	New York	Closure Compliance
751	630 LINCOLN HWY RT 1	FAIRLESS HILLS	Pennsylvania	Closure Compliance
6130	85 Forbes Ave.	NEW HAVEN	Connecticut	Closure Activities
6709	213 Colony Street	Meriden	Connecticut	Assessment

Schedule 5.23-4

Property #	Address	City	State	Lifecycle Phase
6722	1030 Blue Hills Road	Bloomfield	Connecticut	Closure Activities
6725	850 Hopmeadow Road	Simsbury	Connecticut	O & M
6742	36 Danbury Road	Ridgefield	Connecticut	Closure Activities
6744	321 West Avenue	Norwalk	Connecticut	Predelineation
6746	1789 Barnum Ave.	Bridgeport	Connecticut	Closure Activities
6749	700 DEWEY STREET	BRIDGEPORT	Connecticut	Closure Activities
6753	1464 Fairfield Ave.	BRIDGEPORT	Connecticut	Closure Activities
6762	179 Noroton Ave.	DARIEN	Connecticut	RAP Implementation
6765	224 Magee Avenue	Stamford	Connecticut	Closure Activities
6768	59 W. Broad St.	STAMFORD	Connecticut	Assessment
6779	197 Main St.	CHESHIRE	Connecticut	RAP Implementation
6811	774 Farmington Ave.	Bristol	Connecticut	Assessment
6813	Cor. Rts #7 & 25	Brookfield	Connecticut	Closure Activities
6817	1294 E. Main Street	Torrington	Connecticut	Closure Activities
6819	206 Main St.	NORWALK	Connecticut	Closure Activities
6851	241 White St.	DANBURY	Connecticut	RAP Implementation
6852	578 S. Main St.	MIDDLETOWN	Connecticut	RAP Implementation
6853	126 South Road	Enfield	Connecticut	Closure Activities
6871	441 W. Avon Rd.	Avon	Connecticut	RAP Implementation
8641	735 Philadelphia Pike	Wilmington	Delaware	O & M
8669	1712 Foulk Road	Wilimington	Delaware	O & M
28002	159 COTTAGE ROAD	SOUTH PORTLAND	Maine	Assessment
28032	1217 CONGRESS STREET	PORTLAND	Maine	Assessment
28210	59 CAMDEN STREET	ROCKLAND	Maine	Assessment
28222	207 Broadway	SOUTH PORTLAND	Maine	Closure Activities
29811	16603 SETON AVENUE	EMMITSBURG	Maryland	Closure Compliance
30315	522 Main Street	S. Weymouth	Massachusetts	Closure Activities

Schedule 5.23-5

Property #	Address	City	State	Lifecycle Phase
30317	1744 Centre Street	WEST ROXBURY	Massachusetts	Closure Activities
30339	350 Pleasant Street	BELMONT	Massachusetts	RAP Implementation
30344	245 N. Main Street	Randolph	Massachusetts	RAP Implementation
30352	110 Galen Street	Watertown	Massachusetts	Closure Activities
30355	306 MAIN ST	READING	Massachusetts	Closure Activities
30361	191 TALBOT AVENUE	DORCHESTER	Massachusetts	RAP Prep
30363	469 Washington St.	Weymouth	Massachusetts	Closure Activities
30375	4 Whiting Street	Hingham	Massachusetts	Closure Compliance
30393	325 Washington Street	Woburn	Massachusetts	Closure Activities
30409	792 Truman Highway	Hyde Park	Massachusetts	Closure Activities
30436	527 Grafton Street	Worcester	Massachusetts	RAP Prep
30457	609 Park Avenue	Worcester	Massachusetts	Closure Activities
30458	88 E. Main Street	WEBSTER	Massachusetts	Assessment
30515	331 Bennington Avenue	BOSTON	Massachusetts	O & M
30518	299 Main Street	Groveland	Massachusetts	Closure Activities
30548	391 Main Street	Williamstown	Massachusetts	Closure Compliance
30551	371 Huttleston Avenue	Fairhaven	Massachusetts	Closure Activities
30557	63 BROADWAY	TAUNTON	Massachusetts	Closure Activities
30602	481 Washington Street	Auburn	Massachusetts	Closure Activities
30603	245 Haverhill Street	Methuen	Massachusetts	Closure Activities
30606	113 CENTRAL STREET	Ipswich	Massachusetts	Assessment
30610	581 Boston Post Road	BILLERICA	Massachusetts	Closure Activities
30611	236 S. ELM STREET	HAVERHILL	Massachusetts	Assessment
30612	679 Main Street	Chatham	Massachusetts	O & M
30616	20 S. MAIN STREET	IPSWICH	Massachusetts	Closure Activities
30617	528 North Main Street	LEOMINSTER	Massachusetts	Closure Activities
30629	869 Main Street	Tewksbury	Massachusetts	Closure Activities

Schedule 5.23-6

Property #	Address	City	State	Lifecycle Phase
30631	714 W. Falmouth Hwy	Falmouth	Massachusetts	Closure Activities
30633	262 Groton Road	Westford	Massachusetts	Closure Activities
30646	825 Washington Street	Stoughton	Massachusetts	Closure Activities
30652	860 Southbridge Street	AUBURN	Massachusetts	Assessment
30657	1177 North Main Street	CLINTON	Massachusetts	Closure Activities
30678	3 Singletary Avenue	Sutton	Massachusetts	Closure Activities
30695	223 Main Street	ATHOL	Massachusetts	Closure Activities
30700	1660 Worcester Road	Framingham	Massachusetts	Closure Activities
30710	350 Greenwood Street	WORCESTER	Massachusetts	Assessment
30713	274 High Street	LOWELL	Massachusetts	Closure Activities
40014	215 South Vineyard Boulevard	Honolulu	Hawaii	Closure Activities
40019	46-004 Kamehameha Highway	Kaneohe	Hawaii	Closure Activities
40022	150 North Kamehameha Highway	Wahiawa	Hawaii	Closure Compliance
40035	120 South Linville Road	Kernersville	North Carolina	Predelineation
55201	1467 ELM STREET	MANCHESTER	New Hampshire	Closure Activities
55208	242 MAIN STREET	CONCORD	New Hampshire	Closure Activities
55211	Danforth Circle	Derry	New Hampshire	Closure Activities
55234	70 PLAISTOW ROAD	PLAISTOW	New Hampshire	Closure Compliance
55237	Main St. & Granite St.	Salem	New Hampshire	Closure Activities
55241	747 LAFAYETTE ROAD	Hampton	New Hampshire	Closure Activities
55242	41 Webster Street	Manchester	New Hampshire	Closure Activities
55244	605 Daniel Webster Hwy	Merrimack	New Hampshire	Closure Activities
55246	125 Bridge Street	Pelham	New Hampshire	Closure Activities
55247	219 Pembrook Street	Pembrook	New Hampshire	Closure Activities
55249	Route 11 & 3 Ten Rod Road	Rochester	New Hampshire	Closure Activities
55250	74 Hancock Street	Rochester	New Hampshire	Closure Activities

Schedule 5.23-7

Property #	Address	City	State	Lifecycle Phase
55252	LAFAYETTE & NEW ZEALAND	Seabrook	New Hampshire	Assessment
55253	463 High Street	Somersworth	New Hampshire	Closure Activities
55254	108 Portsmouth Avenue	EXETER	New Hampshire	Closure Activities
55256	Route 101	Candia	New Hampshire	Closure Activities
55257	Route 125 and Elm Street	Epping	New Hampshire	Closure Activities
55258	1890 Dover Road	Epsom	New Hampshire	Closure Activities
55259	14 Court Street	Exeter	New Hampshire	Closure Activities
55260	777 Lafayette Road	Hampton	New Hampshire	Closure Activities
55261	4 Amherst Street	Milford	New Hampshire	Closure Activities
55264	361 Islington Road	Portsmouth	New Hampshire	Closure Activities
55266	190 Milton Road (Route 125)	Rochester	New Hampshire	Closure Activities
55268	587 Lafayette Road	Seabrook	New Hampshire	Closure Activities
55274	32 Bridge Street	Pelham	New Hampshire	Closure Compliance
56005	6 RT 23 NORTH/7 VERNON AVE	HAMBURG	New Jersey	Assessment
56009	2048 ROUTE 23 NORTH	WEST MILFORD	New Jersey	Assessment
56011	89 ACKERMAN AVENUE	CLIFTON	New Jersey	Assessment
56023	Beverly & Salem Rds.	Willingboro	New Jersey	Closure Activities
56027	1296 Rt. 33 & Hamilton Square	Hamilton Sq.	New Jersey	Assessment
56028	420 JOHN F. KENNEDY WAY	WILLINGBORO	New Jersey	Assessment
56031	1028 AVE. C & 49TH ST.	BAYONNE	New Jersey	Assessment
56032	25 Central Avenue	Tenafly	New Jersey	Closure Compliance
56034	114 SOUTH AVE W	CRANFORD	New Jersey	Assessment
56039	278 BLOOMFIELD AVENUE	NUTLEY	New Jersey	Assessment
56047	661 BLOOMFIELD AVENUE	NUTLEY	New Jersey	Assessment
56049	325 SPRINGFIELD ROAD	Berkeley Hts	New Jersey	Assessment
56056	2352 Morris Avenue	Union	New Jersey	Closure Activities

Schedule 5.23-8

Property #	Address	City	State	Lifecycle Phase
56057	RT. 35 & SUNSET AVE.	OCEAN TOWNSHIP	New Jersey	O & M
56062	RTS #571 & #535	CRANBURY	New Jersey	Assessment
56064	Main & Sommerhill Road	Spotswood	New Jersey	Closure Activities
56069	835 East Clements Bridge Road	Runnemede	New Jersey	Closure Compliance
56073	208 BRANCHPORT AVENUE	LONG BRANCH	New Jersey	Closure Activities
56075	1101 E. JERSEY ST. (MADIS	ELIZABETH	New Jersey	Assessment
56079	1061 Broadway	Bayonne	New Jersey	Closure Activities
56081	5 STELTON ROAD	PISCATAWAY	New Jersey	Assessment
56084	8 Stonehouse Road	Basking Ridge	New Jersey	Assessment
56087	2061 Fellowship & Springfield	CHERRY HILL	New Jersey	Closure Activities
56088	401 Egg Harbor Road	Sewell	New Jersey	Closure Activities
56093	713 PLAINFIELD AVENUE	BERKELEY HGTS	New Jersey	Assessment
56096	SPRINGSIDE & WOODLANE RDS.	WESTAMPTON TWP	New Jersey	O & M
56097	377 SO. BLACK HORSE TPKE	WILLIAMSTOWN	New Jersey	Closure Activities
56098	914 BLACK HORSE PIKE	BLACKWOOD	New Jersey	Closure Activities
56101	1870 Kuser Rd.	Trenton	New Jersey	Closure Activities
56102	1 Union Street	Lodi	New Jersey	Closure Activities
56106	380 SOUTH CLINTON STREET	EAST ORANGE	New Jersey	Assessment
56108	790 KEARNY AVENUE	KEARNY	New Jersey	Closure Compliance
56109	1407 MAIN STREET	BELMAR	New Jersey	Closure Activities
56111	CAMDEN & COTTAGE ROAD	MOORESTOWN	New Jersey	Assessment
56113	2313 Rt 71 and Wall Rd	Spring Lake Heights	New Jersey	O & M
56115	Berlin & Bryant Avenues	Lindewold	New Jersey	Closure Compliance
56117	700 WOODBURY-GLASSBORO ROAD	SEWELL	New Jersey	Assessment

Schedule 5.23-9

Property #	Address	City	State	Lifecycle Phase
56118	1213 ROUTE 27	FRANKLIN TWP.	New Jersey	Assessment
56124	1212 BLACKWOOD CLEMENTON ROAD	CLEMENTON	New Jersey	Assessment
56132	4th & Main Streets	Asbury Park	New Jersey	O & M
56138	184 SOUTH AVE. (3RD AVE.)	FANWOOD	New Jersey	Assessment
56139	119 GODWIN AVENUE	MIDLAND PARK	New Jersey	Assessment
56145	3639 ROUTE 9	FREEHOLD	New Jersey	Assessment
56149	91 BRICK BOULEVARD	BRICK	New Jersey	O & M
56156	1 WEST 9TH STREET	OCEAN CITY	New Jersey	Assessment
56157	804 ROUTE 530	WHITING	New Jersey	Assessment
56159	2050 Black Horse Pike	Turnersville	New Jersey	RAP Implementation
56167	414 ROUTE 206	HILLSBOROUGH	New Jersey	Assessment
56169	128 Chestnut Ridge Road	Montvale	New Jersey	O & M
56206	ROUTE #1 AND WASHINGTON R	PRINCETON	New Jersey	O & M
56215	1705 Route 33	Neptune	New Jersey	O & M
56230	86 Doremus Avenue	Newark	New Jersey	Assessment
56250	207 MONMOUTH RD	OAKHURST	New Jersey	Assessment
56258	118 W. Main Street	Tuckerton	New Jersey	Assessment
56260	Gateway & Lincoln Avenue	W. Deptford	New Jersey	Predelineation
56263	176 W. End Avenue	Somerville	New Jersey	Closure Activities
56275	1942 LINCOLN HIGHWAY	EDISON	New Jersey	Assessment
56276	1490 Bergen Boulevard	Fort Lee	New Jersey	O & M
56291	125 RAILROAD AVENUE	RIDGEFIELD PARK	New Jersey	Closure Activities
56803	125 North Washington Ave	Bergenfield	New Jersey	Closure Compliance
56811	490 CENTRAL AVE. (SCOTLAN	ORANGE	New Jersey	Assessment
56815	2 WEST SAINT GEORGE AVENUE	LINDEN	New Jersey	O & M

Schedule 5.23-10

Property #	Address	City	State	Lifecycle Phase
56818	721 East Passaic Avenue	Bloomfield	New Jersey	Closure Compliance
56821	252 Irvington Avenue	South Orange	New Jersey	Closure Activities
56822	758 18th Avenue	Irvington	New Jersey	Predelineation
56843	2701 Morris Avenue	Union	New Jersey	Closure Compliance
56844	110 Centre Street	Nutley	New Jersey	Closure Activities
56847	1112 ROUTE 22	MOUNTAINSIDE	New Jersey	Assessment
56848	85 DODD STREET	EAST ORANGE	New Jersey	Assessment
56852	134 NJ Route 4	Englewood	New Jersey	Assessment
56853	255 DIAMOND BRIDGE ROAD	HAWTHORNE	New Jersey	Closure Activities
56868	BLOOMFIELD & ALLWOOD AVENUES	CLIFTON	New Jersey	O & M
56869	749 Lyons Avenue	Irvington	New Jersey	Closure Activities
56871	450 New York Avenue	Jersey City	New Jersey	O & M
56873	989 Somerset Street	Watchung	New Jersey	Closure Activities
56877	Shunpike & Green Village	Green Village	New Jersey	Closure Compliance
56881	ROUTE 46 & MILL STREET	ELMWOOD PARK	New Jersey	Assessment
56882	58 Greenbrook Road	N. Plainfield	New Jersey	Closure Compliance
56889	921 MONTGOMERY ST.	JERSEY CITY	New Jersey	Assessment
56891	171 Bloomfield Avenue	Bloomfield	New Jersey	Closure Activities
56892	88 E. Mcfarlan Street	Dover	New Jersey	Closure Activities
56893	Bordentown Ave & Ernston	Parlin	New Jersey	Closure Activities
56894	3200 J.F.K. BOULEVARD	Union City	New Jersey	Assessment
56896	1131 St. George Avenue	Colonia	New Jersey	Closure Activities
56898	1118 HAMBURG TURNPIKE	WAYNE	New Jersey	Assessment
56899	N.J. ROUTE #17 -(SOUTH)	HASBROUCK HEIGHTS	New Jersey	O & M
56904	571 INMAN AVENUE (JORDAN)	COLONIA	New Jersey	Closure Activities

Schedule 5.23-11

Property #	Address	City	State	Lifecycle Phase
56906	1189 ENGLISHTOWN ROAD	OLD BRIDGE	New Jersey	Assessment
56909	381 RIVER ROAD & MADISON	NEW MILFORD	New Jersey	Closure Compliance
56915	51 North Walnut Street	Ridgewood	New Jersey	Closure Activities
56916	LAFAYETTE & WAGARAW	HAWTHORNE	New Jersey	Closure Activities
56919	1220 Route 23	Wayne	New Jersey	Closure Activities
56921	615 Washington Avenue	Washington	New Jersey	Closure Compliance
56922	357 NJ Route #117	Paramus	New Jersey	Closure Activities
56924	606 Midland Avenue and Outwater Lane	Garfield	New Jersey	Closure Activities
56925	676 GARFIELD AVE.	JERSEY CITY	New Jersey	Assessment
56926	2284 Route #4	Fort Lee	New Jersey	Closure Activities
56933	91 Leonardville Road	Belford	New Jersey	Assessment
56935	157 Broad Street	Eatontown	New Jersey	Closure Activities
56939	Ocean & Riverdale	MONMOUTH BC	New Jersey	Closure Activities
56955	Main St & Glen Echo Ave.	Swedesboro	New Jersey	Closure Activities
56959	NICHOLSON RD.& WHITE HORS	AUDOBON	New Jersey	Closure Compliance
56962	1067 SOUTH BROAD STREET	TRENTON	New Jersey	Closure Activities
56965	579 South Broad Street	Trenton	New Jersey	Closure Compliance
56986	101 WHITE HORSE PK & EVESHAM	MAGNOLIA	New Jersey	RAP Implementation
56997	1781 W. 7TH STREET	PISCATAWAY	New Jersey	Assessment
56999	585 Northfield Avenue	West Orange	New Jersey	O & M
58014	5510 Broadway	Bronx	New York	Closure Activities
58015	8202 7th Avenue	Brooklyn	New York	Closure Compliance
58017		Yonkers	New York	Closure Activities
58033	1185 WEST BROADWAY	HEWLETT	New York	Assessment

Schedule 5.23-12

Property #	Address	City	State	Lifecycle Phase
58034	601 Port Washington Boulevard	Port Washington	New York	O & M
58046	90 GUINEA WOODS ROAD	EAST HILLS	New York	Closure Activities
58049	311 MC LEAN AVENUE	YONKERS	New York	Closure Activities
58053	9616 Flatlands Avenue	Brooklyn	New York	Closure Compliance
58071	114-05 Farmers Boulevard	St. Albans	New York	Closure Compliance
58072	ROUTES 9 AND 9G	RHINEBECK	New York	O & M
58077	2495 Cropsey Avenue	Brooklyn	New York	Closure Activities
58097	720 North Avenue	New Rochelle	New York	O & M
58108	11 East Post Road	White Plains	New York	O & M
58111	751 WHITE PLAINS RD	SCARSDALE	New York	O & M
58181	734 PARK AVENUE	HUNTINGTON	New York	Assessment
58260	49 RIVERSIDE AVE	RENSSELAER	New York	O & M
58329	171 N HIGHLAND AV	OSSINING	New York	O & M
58401	3700 Barger Street	SHRUB OAK	New York	O & M
58409	119 West 145th Street	New York	New York	O & M
58415	2001 Gravesend Neck Road	Brooklyn	New York	O & M
58441	1881 Forest Avenue	Staten Island	New York	O & M
58442	1201 Victory Boulevard	Staten Island	New York	RAP Implementation
58443	717 Richmond Road	Staten Island	New York	Closure Compliance
58505	1314 Sedgwick Avenue	Bronx	New York	Closure Activities
58514	4116 Broadway (174th St.)	New York	New York	Closure Compliance
58515	3060 Broadway	Nyack	New York	Closure Activities
58526	118-01 Rockaway Boulevard	Ozone Park	New York	O & M
58547	34-02 31st St.	Astoria	New York	O & M
58553	5931 Amboy Road	Staten Island	New York	Closure Activities
58574	241 TERRY ROAD	SMITHTOWN	New York	Closure Activities
58579	510 Uniondale Avenue	Uniondale	New York	Closure Activities

Schedule 5.23-13

Property #	Address	City	State	Lifecycle Phase
58592	242 Dyckman Street	New York	New York	O & M
58599	1386 WANTAGH AVENUE	WANTAGH	New York	Assessment
58603	1784 BROADWAY	HEWLETT	New York	Assessment
58605	78-01 Linden Boulevard	Howard Beach	New York	RAP Implementation
58704	Milton and Prospect Street	BALLSTON	New York	Closure Activities
58711	308 Delaware Avenue	Delmar	New York	O & M
58717	17 Albany Avenue	Green Island	New York	O & M
58718	1493 Route #9 at Grooms Road	Halfmoon	New York	Closure Activities
58720	499 West Main Street	HANCOCK	New York	O & M
58722	736 New Louden Road	Latham	New York	Closure Activities
58728	3497 State Street	Niskayuna	New York	O & M
58731	363 HOOKER AVENUE	POUGHKEEPSIE	New York	Closure Activities
58733	985 Route 149	QUEENSBURY	New York	O & M
58741	3775 Main Street	WARRENSBURG	New York	O & M
58743	23 MAIN STREET	HUDSON FALLS	New York	Closure Activities
58750	60 North Central Avenue	Mechanicville	New York	Closure Activities
58759	6822 ROUTE 9	RHINEBECK	New York	O & M
58766	124 Fairview Ave.	Hudson	New York	Assessment
58772	3 Mount Airy Road	QUARRYVILLE	New York	Closure Activities
58808	Route 82	West Taghkanic	New York	Closure Activities
58843	262-12 HILLSIDE AVENUE	FLORAL PARK	New York	Assessment
58864	2540 SOUTH PARK AVENUE	LACKAWANNA	New York	Assessment
58870	701 ORCHARD PARK ROAD	WEST SENECA	New York	Assessment
67201	Hunting Park Avenue	PHILADELPHIA	Pennsylvania	Assessment
67215	40th Street & Powelton Ave.	Philadelphia	Pennsylvania	Closure Compliance
67217	6900 Frankford Avenue	Philadelphia	Pennsylvania	Closure Compliance

Schedule 5.23-14

Property #	Address	City	State	Lifecycle Phase
67235	MARSHALL & MARKLEY STREET	NORRISTOWN	Pennsylvania	Closure Compliance
67243	596 Lancaster Ave. & Penn St.	Bryn Mawr	Pennsylvania	Closure Compliance
67244	725 FAYETTE STREET	CONSHOHOCKEN	Pennsylvania	Closure Compliance
67255	1701 N 33RD ST	PHILADELPHIA	Pennsylvania	Closure Compliance
67265	5700 Ridge Avenue & Shurs	Philadelphia	Pennsylvania	Closure Activities
67266	EASTON RD. & LOWBER AVE.	PHILADELPHIA	Pennsylvania	Closure Compliance
67269	427 West County Line Road	Hatboro	Pennsylvania	Assessment
67272	401 EAST BALTIMORE AVENUE	MEDIA	Pennsylvania	Assessment
67276	7800 RIDGE AVENUE	PHILADELPHIA	Pennsylvania	Closure Compliance
67288	RT 1 & OLD LINCOLN HWY.	TREVOSE	Pennsylvania	Closure Compliance
67367	5300 SPRINGFIELD ROAD	CLIFTON HEIGHTS	Pennsylvania	Assessment
67382	1194 CHESTER PIKE&CLIFTON AVE	SHARON HILL	Pennsylvania	Closure Activities
67398	EASTON ROAD & PATANE AVE.	ROSLYN	Pennsylvania	Closure Activities
67405	2 W. BRIDGE STREET	MORRISVILLE	Pennsylvania	Closure Compliance
67415	1 NUTT ROAD	PHOENIXVILLE	Pennsylvania	Assessment
67416	3796 Oxford Valley Road	Levittown	Pennsylvania	Closure Activities
67418	2391 Durham Road	Langhorne	Pennsylvania	Closure Compliance
67423	ROUTE #309 & PARK AVENUE	QUAKERTOWN	Pennsylvania	Closure Activities
67425	Route #113 & Telford Pike	Souderton	Pennsylvania	Closure Compliance
67426	798 SUMNEYTOWN PIKE	LANSDALE	Pennsylvania	Closure Activities
67428	STATE RD & HIGHLAND	UPPER DARBY	Pennsylvania	Assessment
67432	Main Route #611 & East Street	Coopersburg	Pennsylvania	O & M
67433	Rt 202 & Dilworthtown Rd.	Doylestown	Pennsylvania	O & M
67434	760 2ND STREET PIKE	RICHBORO	Pennsylvania	RAP Implementation

Schedule 5.23-15

Property #	Address	City	State	Lifecycle Phase
67435	192 DURHAM RD.	PENNDEL	Pennsylvania	Assessment
67437	301 EAST JOHNSON HIGHWAY	NORRISTOWN	Pennsylvania	Closure Compliance
67596	2300 Market St.	Paradise	Pennsylvania	Closure Activities
67598	2100 Market Street	Linwood	Pennsylvania	Closure Activities
67599	2425 Middletown Road	Elizabethtown	Pennsylvania	Closure Activities
67603	2324 N GEORGE ST	YORK	Pennsylvania	Closure Compliance
67607	7002 WOODLAND AVENUE	PHILADELPHIA	Pennsylvania	RAP Implementation
67611	550 South Main Street	Shrewsbury	Pennsylvania	Closure Activities
67617	3650 WILLIAM PENN HWY	PALMER TWP.	Pennsylvania	Assessment
67624	6100 YORK ROAD	NEW OXFORD	Pennsylvania	Closure Activities
67627	103-121 CARLISLE ST	HANOVER	Pennsylvania	Assessment
67632	2873 E. PROSPECT ROAD (LONGSTN	YORK	Pennsylvania	O & M
67635	850 CARLISLE AVE (DELCO GETTY)	YORK	Pennsylvania	Closure Compliance
67636	3730 Carlisle Road	Dover	Pennsylvania	Closure Compliance
67639	816 WEST HIGH STREET	CARLISLE	Pennsylvania	RAP Implementation
67642	4601 CARLISLE PIKE GETTY	MECHANICSBURG	Pennsylvania	Assessment
67649	105 S. Main Street 2 South High Street	Biglerville	Pennsylvania	Closure Activities
67654	911 Eisenhower Blvd	Middletown	Pennsylvania	Closure Activities
68001	7780 Post Road	North Kingstown	Rhode Island	Closure Activities
68002	10 Coddington Hwy	Middletown	Rhode Island	RAP Implementation
68629	1307 Post Road	Warwick	Rhode Island	Closure Activities
68646	4087 Tower Hill Road	WAKEFIELD	Rhode Island	RAP Implementation
69408	1505 PEMBROKE ROAD	BETHLEHEM	Pennsylvania	Closure Activities
69409	13TH & NORTHAMPTON STREETS	EASTON	Pennsylvania	Assessment

Schedule 5.23-16

Property #	Address	City	State	Lifecycle Phase
69419	200 NORTH 4TH STREET	HAMBURG	Pennsylvania	Assessment
69420	300 Morgantown Road	Reading	Pennsylvania	Closure Activities
69428	3568 Newport Road	Intercourse	Pennsylvania	O & M
69439	203 S. Third Street	Oxford	Pennsylvania	Closure Activities
69466	839 FERN AVENUE	KENHORST	Pennsylvania	Closure Activities
69476	602 S. Main Street	Shrewsbury	Pennsylvania	Closure Activities
69483	N. MAIN STREET EXTENDED	RED LION	Pennsylvania	Closure Compliance
69493	824 YORK STREET	HANOVER	Pennsylvania	Assessment
69497	Route 272 Poplar Street	Adamstown	Pennsylvania	Closure Activities
69504	312 WEST MAIN STREET	NEW HOLLAND	Pennsylvania	Assessment
69672	1248 N.9TH STREET	READING	Pennsylvania	Closure Activities
69676	Second Street	St. Clair	Pennsylvania	Closure Activities
69682	Main & S.High Streets	Arendtsville	Pennsylvania	Closure Activities
69685	1070 Trindle Road	Carlisle	Pennsylvania	Closure Activities
69688	45 E. Hanover Street	Bonneauville	Pennsylvania	Closure Activities
69689	Route 16 Pennsylvania Hwy.	Shady Grove	Pennsylvania	Assessment
69690	Route 16	Mcconnellsburg	Pennsylvania	Closure Activities
93257	1542 Old New Windsor Pike	New Windsor	Maryland	Closure Activities
94412	626 Adamsville Road	Westport	Massachusetts	Closure Activities
95117			New Jersey	Closure Activities
95134	1022 Chestnut Street	Roselle	New Jersey	Closure Compliance
95141	Main St & Amwell Ave	Millstone	New Jersey	Closure Compliance
95142	RT 206 & Bell Ave	Raritan	New Jersey	Closure Compliance
95153	354 Avenue C	Bayonne	New Jersey	Closure Activities
95192	201 East Jersey Street	Elizabeth	New Jersey	Closure Activities
95214	753-763 Sanford Ave	Newark	New Jersey	Closure Activities
95317	39 Hightstown Rd.	Princeton Jct.	New Jersey	Closure Compliance

Schedule 5.23-17

Property #	Address	City	State	Lifecycle Phase
95337	315 Bloomfield Rd.	Newark	New Jersey	O & M
95456	208 E. Franklin Tpke	HoHoKus	New Jersey	Closure Compliance
95534	27 Bisson Avenu	Laconia	New Hampshire	Closure Activities
96904	West Main & Woolsey	Middletown	Rhode Island	RAP Implementation
97126	640 West 15th Street	Hazleton	Pennsylvania	Closure Compliance
97199	Roosevelt & Mascher	Philadelphia	Pennsylvania	Assessment
97211	Routes 413 & 232	Wrightstown	Pennsylvania	Closure Compliance
98261	460 Saw Mill River Road	Yonkers	New York	Closure Activities
98326	26 Paxton Avenue	Bronxville	New York	Closure Compliance

SCHEDULE OF CONDEMNATIONS

Property #	Address	City	State	Status
110	2815 Horseblock Road	Medford	New York	PARTIAL
156	300 Smith Street	Poughkeepsie	New York	TOTAL
160	1364 Route 9 W	Marlboro	New York	TO BE DETERMINED
182	266 Route 55	Lagrangeville	New York	PARTIAL
535	310 Bay Shore Road	North Babylon	New York	PARTIAL
606	216 Merrow Road	Tolland	Connecticut	PARTIAL
655	4431 Route 9	Freehold	New Jersey	PARTIAL
665	1292 Rt 22 East	North Plainfield	New Jersey	PARTIAL
6153	228 Pine Street	Bristol	Connecticut	PARTIAL
8608	710 Maryland Avenue	Willmington	Delaware	PARTIAL
29101	11055 Baltimore Avenue,	Beltsville,	Maryland	TO BE DETERMINED
29131	6117 Baltimore Avenue	Riverdale	Maryland	PARTIAL
30404	563 Trapelo Road	Belmont	Massachusetts	PARTIAL
30445	150 Plymouth Ave	Fall River	Massachusetts	TO BE DETERMINED
30603	245 Haverhill Street	Methuen	Massachusetts	TO BE DETERMINED
30619	163-164 Pelham Street	Methuen	Massachusetts	TO BE DETERMINED
30653	2 Summer Street & James Street	Barre	Massachusetts	PARTIAL
40054	5301 North Beach Street	Fort Worth	Texas	PARTIAL
40055	307 East FM 2410	Harker Heights	Texas	PARTIAL
40062	12310 NW H.K. Dodgen Loop	Temple	Texas	PARTIAL

Schedule 5.23-18

Property #	Address	City	State	Status
56118	1213 Route 27	Franklin Twp.	New Jersey	PARTIAL
56119	29 Rt. 12 & Broad St.	Flemington	New Jersey	PARTIAL
56156	1 West 9th Street	Ocean City	New Jersey	PARTIAL
56886	1060 Stuyvesant Ave.	Irvington	New Jersey	PARTIAL
56959	Nicholson Road & White Horse Pike	Audubon	New Jersey	PARTIAL
56986	105 White Horse Pike	Magnolia	New Jersey	PARTIAL
58144	1525 Montauk Hwy.	Mastic	New York	PARTIAL
58295	1164 Route 112	Port Jefferson	New York	PARTIAL
58735	2976 Hamburg Street	Rotterdam	New York	PARTIAL
58739	28 Main Street	South Glen Falls	New York	PARTIAL
58838	1580 Straight Path	Wyandanch	New York	TOTAL
67235	552-554 Markley Street	Norristown	Pennsylvania	PARTIAL
67288	Rt. 1 & Old Lincoln Hwy.	Trevose	Pennsylvania	PARTIAL
67396	1403 Providence Road	Media	Pennsylvania	PARTIAL
69495	7710 Allentown Blvd.	Harrisburg	Pennsylvania	PARTIAL
67632	2890 East Prospect Street	York	Pennsylvania	PARTIAL
69690	Route 16	McConnellsburg	Pennsylvania	PARTIAL
71517	16575 Mountain Road	Montpelier	Virginia	PARTIAL
85004	6563 Commonwealth Ave.	Jacksonville	Florida	PARTIAL

Schedule 5.23-19

EX-10.3

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of March     , 2013 (the “Grant Date”), between Getty Realty Corp. (the “Company”), and NAME (“Holder”).

RECITALS

A. The Company has adopted the Getty Realty Corp. 2004 Omnibus Incentive Compensation Plan (the “Plan”) (the terms of which are hereby incorporated by reference and made part of this Agreement).

B. The Committee appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its shareholders to award Restricted Stock Units to Holder as an inducement for Holder to remain in the service of the Company and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officer(s) to award such Restricted Stock Units to Holder, subject to the restrictions and conditions contained in this Agreement.

AGREEMENTS

In consideration of services to be rendered to the Company and the other mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following definitions ascribed to them:

(a) “Cause” shall mean a determination by the Committee that the Holder’s service was terminated due to: (i) the Holder’s conviction of any crime (whether or not involving the Company) constituting a felony in the applicable jurisdiction; (ii) conduct of the Holder related to the Holder’s service for which either criminal or civil penalties may be sought against the Holder and/or the Company; (iii) material violation of the Company’s Business Conduct Guidelines, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in other Company manuals or statements of policy; or (iv) serious neglect or misconduct in the performance of the Holder’s duties for the Company or willful or repeated failure or refusal to perform such duties.

(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(c) “Committee” shall mean the Compensation Committee of the Company’s Board of Directors, or another committee or subcommittee of the Board.

(d) “Disability” shall mean a disability described in Section 22(e)(3) of the Code. The existence of a Disability shall be determined by the Committee in its sole and absolute discretion.

(e) “Fair Market Value” of a share of Common Stock as of a given date shall be (i) the closing price of a share of Common Stock on the principal exchange on which shares of Common Stock are then trading, if any (or as reported on any composite index which includes such principal exchange), on the trading day previous to such date, or if shares were not traded on the trading day previous to such date, then on the next preceding date on which a trade occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the mean between the closing representative bid and asked prices for the Common Stock on the trading day previous to such date as reported by Nasdaq or such successor quotation system, or (iii) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of a share of Common Stock as established by the Administrator acting in good faith.

(f) “Termination of Service” shall mean, (i) if the Holder is an employee of the Company or any Subsidiary on the Grant Date, the time when the employee-employer relationship between the Holder and the Company or any Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or Retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of the Holder by the Company or any Subsidiary, (b) at the discretion of the Committee, terminations which result in a temporary severance of the employee-employer relationship, and (c) at the discretion of the Committee, terminations which are followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the Holder, and (ii) if the Holder is a non-employee director of the Company on the Grant Date, the time when the Holder ceases to be a member of the Board of Directors of the Company for any reason; provided, however, that for purposes of settlement of vested Units, Termination of Service shall have the same meaning as “separation from service” under Section 409A of the Code.

2. Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants X,XXX Restricted Stock Units (“Units”) to Holder, to be credited to a separate account maintained for Holder on the books of the Company (the “Account”). On any date, the value of each Unit shall equal the Fair Market Value of one share of the common stock of the Company, par value $0.01 per share (“Common Stock”).

3. Vesting.(a) Subject to the accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Units shall vest, on a cumulative basis, with respect to 20% of the Units on May 1, 2013 (the “Initial Vesting Date”), and as to an additional 20% on each succeeding anniversary of the Initial Vesting Date (such Initial Vesting Date and each succeeding anniversary thereof, a “Vesting Date”), so as to be 100% vested on the fourth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the respective Vesting Date.

(b) Notwithstanding the foregoing, if the Holder is an employee of the Company or any Subsidiary on the Grant Date:

1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause;

2

2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and

3. If the Holder incurs a Termination of Service for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such termination shall be automatically forfeited.

(c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date:

1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company);

2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and

3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that the Holder incurs a Termination of Service shall be automatically forfeited upon the Termination of Service.

4. Settlement. Each vested Unit credited to the Holder’s Account will be settled by the Company (and, upon such settlement, cease to be credited to the Holder’s Account) by either (a) the issuance to the Holder of one share of Common Stock or (b) a payment to the Holder of an amount equal to the Fair Market Value of a share of Common Stock on the Settlement Date (hereinafter defined), such election to be made by the Committee in its sole and absolute discretion. Settlement of vested Units shall occur on the date (the “Settlement Date”) that is the earlier to occur of (i) the tenth anniversary of the Grant Date, or (ii) within 30 days after the Holder’s Termination of Service, unless the Holder is a “specified employee” within the meaning of Section 409A of the Code at the time of his/her Termination of Service, in which case settlement shall occur on the first business day following the six-month anniversary of the Holder’s Termination of Service.

5. Dividend Equivalent. If on any date the Company pays any dividend on the Common Stock (the “Payment Date”), then Holder shall receive, within 14 days after the Payment Date, a cash payment equal to the product of (i) the number of Units in the Holder’s Account as of the Payment Date, multiplied by (ii) the per share cash amount of such dividend (or, in the case of a dividend payable in Common Stock or in property other than cash, the per share equivalent cash value of such dividend, as determined in good faith by the Committee).

3

6. Restrictions. The Units granted hereunder may not be sold, pledged or otherwise transferred (other than by will or the laws of descent and distribution) and may not be subject to lien, garnishment, attachment or other legal process. The Holder acknowledges and agrees that, with respect to each Unit credited to his Account, Holder has no voting rights with respect to the Company unless and until such Unit is settled in Common Stock.

7. Taxation. When Units become vested, Holder will be obligated to pay all Social Security, Withholding and other (income based) taxes, that are due and payable by reason of the vesting of Units on such date. If Holder shall fail to deliver to the Company the entire amount of such Social Security, Withholding and other (income based) taxes, prior to the payment of Holder’s next regular salary payment, then the Company shall have the right to withhold from such salary payment the unpaid amount of such Social Security, Withholding and other (income based) taxes. Additionally, upon the settlement of vested Units in cash, the Company shall have the right to withhold from such cash settlement an amount sufficient to satisfy all applicable Social Security, Withholding and other (income based) taxes. Upon the settlement of vested Units in Common Stock, the Holder shall be required as a condition of such settlement to pay to the Company by check the amount of any Social Security, Withholding and other (income based) taxes that the Company determines is required to be paid; provided, however, that, with the prior written consent of the Committee, the Holder may elect to satisfy such payment obligation by having the Company withhold from the settlement that number of shares of Common Stock having a Fair Market Value equal to the amount of such payment; and provided further, however, that the number of shares that may be so withheld by the Company shall be limited to that number of shares of Common Stock having an aggregate Fair Market Value on the date of such withholding equal to the aggregate amount of the Holder’s payment obligation on that date (i.e. Holder’s federal and state income and payroll tax liabilities based upon the applicable minimum statutory withholding rates for federal and state income and payroll tax purposes).

8. No Effect on Employment or Other Service. Neither this Agreement nor the Units granted hereunder shall confer upon Holder any right to, or impose upon Holder any obligation of, continued employment or other service with the Company and shall not in any way modify or restrict any right the Company or the Company’s shareholders may otherwise have to terminate such employment or service.

9. Notices. Any notice hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telecopy, or certified or registered mail, postage prepaid, as follows:

If to the Company:

Getty Realty Corp.

125 Jericho Turnpike, Ste. 103

Jericho, NY 11753

Attn: Chairman, Compensation Committee

4

If to the Holder, to the address set forth on the signature page hereof, or at any other address as any party shall have specified by notice in writing to the other party.

10. Miscellaneous.

(a) All amounts credited to the Holder’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company. The Holder’s interest in the Account shall make him only a general, unsecured creditor of the Company.

(b) This Agreement, together with the Plan, constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by the Company and Holder. In the event that any provision of this Agreement shall conflict with any provision of the Plan, the provision of this Agreement shall control, except to the extent that the same would violate applicable law.

(c) Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.

(d) The Units shall be subject to adjustment in accordance with Section 8.3 of the Plan. The Administrator shall ensure that any action taken pursuant to Section 8.3(a) through 8.3(f) of the Plan shall comply with the provisions of Section 409A of the Code if and to the extent that the Units constitute deferred compensation within the meaning of Section 409A of the Code.

(e) No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

(f) Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Holder and his heirs and personal representatives.

(g) If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

(h) The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said sections. Except as may otherwise be expressly provided, all references herein to “Section” or “Sections” shall mean the applicable section or sections of this Agreement.

(i) Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply.

(j) This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed one original.

5

(k) This Agreement shall be deemed to be a contract under the laws of the State of New York and for all purposes shall be construed and enforced in accordance with the internal laws of said state without regard to the principles of conflicts of law.

(l) 409A Savings Clause. This Agreement and the Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Units shall be administered, interpreted, and construed in a manner consistent with Section 409A of the Code. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the Holder, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. If the Company or Administrator by its operation of the Plan or this Agreement and by no fault of the Holder causes this Agreement to fail to meet the requirements of paragraphs (2), (3) or (4) of Section 409A(a) of the Code, the Company shall reimburse the Holder for interest and additional tax payable with respect to previously deferred compensation as provided in Section 409A(a)(1)(B) of the Code incurred by the Holder including a tax “gross-up” on such reimbursement. Any such reimbursement and tax gross-up payment shall be calculated in good faith by the Administrator and shall be paid by the end of the Holder’s taxable year next following the Holder’s taxable year in which the related taxes are remitted to the taxing authority. Notwithstanding anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of the Units unless and to the extent that such accelerated payment or settlement is permissible under Treasury Regulation 1.409A-3(j)(4) or any successor provision. Each amount payable under this Agreement as a dividend equivalent payment or as a payment upon vesting or settlement of the Units is designated as a separate identified payment for purposes of Section 409A of the Code.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GETTY REALTY CORP.
By:
	David Driscoll, CEO

Name

Address

Town, State Zip

XXX-XX-XXXX

Certificate # 20XX-X-XXX

X,XXX Restricted Stock Units

6

EX-31.I.1

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 10, 2013

BY:	/s/ Thomas J. Stirnweis
	(Signature)
	THOMAS J. STIRNWEIS
	Vice President and
	Chief Financial Officer

EX-31.I.2

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 10, 2013

BY:	/s/ David Driscoll
	(Signature) DAVID DRISCOLL President and Chief Executive Officer

EX-32.1

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, 2013 (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 10, 2013

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

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, 2013 (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 10, 2013

BY:	/s/ Thomas J. Stirnweis
	(Signature) THOMAS J. STIRNWEIS Vice President 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.

XML

Environmental Obligations - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended
	Jul. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Environmental Matters And Other Commitments And Contingencies [Line Items]
Payment for pollution legal liability insurance policy	$ 3,062,000
Pollution legal liability insurance policy duration		10 years
Pollution legal liability insurance policy aggregate limit		50,000,000
Asset retirement obligations removed from balance sheet		11,955,000
Deferred rental revenue		1,782,000
Environmental remediation obligations		45,728,000		46,150,000
Accretion expense		627,000	774,000
The amount of credits to environmental expenses		352,000	512,000
Increase in carrying value of property		1,840,000	1,459,000
Estimated remaining useful life of underground storage tank for capitalized asset retirement costs		10 years
Depreciation and amortization expense for capitalized asset retirement costs		778,000	1,809,000
Capitalized asset retirement costs		20,981,000		23,549,000
USTs [Member]
Environmental Matters And Other Commitments And Contingencies [Line Items]
Net asset cost related to USTs removed from the balance sheet		$ 10,173,000		$ 10,173,000

XML

CREDIT AGREEMENT AND TERM LOAN AGREEMENT

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

CREDIT AGREEMENT AND TERM LOAN AGREEMENT

4. CREDIT AGREEMENT AND TERM LOAN AGREEMENT

As of December 31, 2012, we were a party to a $175,000,000 amended and restated senior secured revolving credit agreement with a group of commercial banks led by JPMorgan Chase Bank, N.A. and a $25,000,000 amended term loan agreement with TD Bank, both of which were scheduled to mature in March 2013. As of December 31, 2012, borrowings under the credit agreement were $150,290,000 bearing interest at a rate of 3.25% per annum and borrowings under the term loan agreement were $22,030,000 bearing interest at a rate of 3.50% per annum. Loan origination costs incurred in March 2012 of $4,144,000 were amortized over the one year extended term of these debt agreements. On February 25, 2013, the borrowings then outstanding under such credit agreement and term loan agreement were repaid with cash on hand and proceeds of the Credit Agreement and the Prudential Loan Agreement (both defined below).

On February 25, 2013, we entered into a $175,000,000 senior secured revolving credit agreement (the “Credit Agreement”) with a group of commercial banks led by JPMorgan Chase Bank, N.A. (the “Bank Syndicate”), which is scheduled to mature in August 2015. Subject to the terms of the Credit Agreement, we have the option to extend the term of the Credit Agreement for one additional year to August 2016. The Credit Agreement allocates $25,000,000 of the total Bank Syndicate commitment to a term loan and $150,000,000 to a revolving credit facility. Subject to the terms of the Credit Agreement, we have the option to increase by $50,000,000 the amount of the revolving credit facility to $200,000,000. The Credit Agreement permits borrowings at an interest rate equal to the sum of a base rate plus a margin of 1.50% to 2.00% or a LIBOR rate plus a margin of 2.50% to 3.00% based on our leverage at the end of each quarterly reporting period. The annual commitment fee on the undrawn funds under the Credit Agreement is 0.30% to 0.40% based on our leverage at the end of each quarterly reporting period. The Credit Agreement does not provide for scheduled reductions in the principal balance prior to its maturity.

The Credit Agreement provides for security in the form of, among other items, mortgage liens on certain of our properties. The parties to the Credit Agreement and the Prudential Loan Agreement (as defined below) share the security pursuant to the terms of an inter-creditor agreement. The Credit Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Credit Agreement contains customary events of default, including default under the Prudential Loan Agreement, change of control and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Credit Agreement and prohibit us from drawing funds against the Credit Agreement and could result in the acceleration of our indebtedness under the Credit Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under the Prudential Loan Agreement. We may be prohibited from drawing funds against the revolving credit facility if there is a material adverse effect on our business, assets, prospects or condition.

On February 25, 2013, we entered into a $100,000,000 senior secured long-term loan agreement with the Prudential Insurance Company of America (the “Prudential Loan Agreement”), which matures in February 2021. The Prudential Loan Agreement bears interest at 6.00%. The Prudential Loan Agreement does not provide for scheduled reductions in the principal balance prior to its maturity. The parties to the Credit Agreement and the Prudential Loan Agreement share the security described above pursuant to the terms of an inter-creditor agreement. The Prudential Loan Agreement contains customary financial covenants such as loan to value, leverage and coverage ratios and minimum tangible net worth, as well as limitations on restricted payments, which may limit our ability to incur additional debt or pay dividends. The Prudential Loan Agreement contains customary events of default, including default under the Credit Agreement and failure to maintain REIT status. Any event of default, if not cured or waived, would increase by 200 basis points (2.00%) the interest rate we pay under the Prudential Loan Agreement and could result in the acceleration of our indebtedness under the Prudential Loan Agreement and could also give rise to an event of default and could result in the acceleration of our indebtedness under our Credit Agreement.

We repaid the then outstanding borrowings related to our debt outstanding as of December 31, 2012 partially with cash on hand and proceeds from the Credit Agreement and the Prudential Loan Agreement entered into in February 2013. The aggregate maturity of the Credit Agreement and the Prudential Loan Agreement as of February 25, 2013, is as follows: 2015 — $71,900,000 and 2021 — $100,000,000.

Due to the near-term maturity of our outstanding debt as of December 31, 2012, the carrying value of the borrowings outstanding as of December 31, 2012 approximated fair value. As of March 31, 2013, the carrying value of the borrowings outstanding under the Credit Agreement and the Prudential Loan Agreement approximated fair value. The fair value of the projected average borrowings outstanding under our revolving credit agreements and the borrowings outstanding under our term loan agreements were determined using a discounted cash flow technique that incorporates a market interest yield curve based on market data obtained from sources independent of us that are observable at commonly quoted intervals and are defined by GAAP as Level 2 inputs in the Fair Value Hierarchy with adjustments for duration, optionality, risk profile and projected average borrowings outstanding or borrowings outstanding, which are based on unobservable Level 3 inputs. We classified our valuations of the borrowings outstanding under the Credit Agreement and the Term Loan Agreement entirely within Level 3 of the Fair Value Hierarchy.

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Subsequent Event - Additional Information (Detail) (Subsequent Event [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	May 31, 2013 Lease	May 09, 2013 Transactions
Subsequent Event [Line Items]
Sale/leaseback transaction investment		$ 72.5
Sale/leaseback, initial term in years	15 years
Number of sale/leaseback transactions		2
Number of Triple-Net Unitary Leases	2
Number of Lease Renewal Options	3
Amount of 1031 Exchange Proceeds Used To Finance Acquisition	11.5
Amount of Credit Line Borrowings Used to Finance Acquisition	$ 57.5
Mobil Gasoline Station [Member]
Subsequent Event [Line Items]
Acquisition of real estate assets	16
Exxon and Shell Gasoline Station [Member]
Subsequent Event [Line Items]
Acquisition of real estate assets	20

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2013

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

3. COMMITMENTS AND CONTINGENCIES

CREDIT RISK

In order to minimize our exposure to credit risk associated with financial instruments, we place our 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.

MARKETING AND THE MASTER LEASE

On December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the Bankruptcy Court. On March 7, 2012, we entered into a stipulation with Marketing and with the Official Committee of Unsecured Creditors in the Bankruptcy proceedings (the “Creditors Committee”), which was approved and made an Order by the Bankruptcy Court on April 2, 2012 (the “Stipulation”). Pursuant to the terms of the Stipulation, in addition to our other pre-petition and post-petition claims, we are entitled to recover an administrative claim capped at $10,500,000 for the partial payment of fixed rent and performance of other obligations due from Marketing under the Master Lease from December 5, 2011 until possession of the properties subject to the Master Lease was returned to us effective April 30, 2012 (the “Administrative Claim”). Our Administrative Claim has priority over the claims of other creditors and certain of our other claims. As of the date of this filing on Form 10-Q, the outstanding unpaid principal amount of our Administrative Claim is $6,360,000.

The Bankruptcy Court has appointed a liquidating trustee (the “Liquidating Trustee”) to oversee the liquidation of the Marketing estate (the “Marketing Estate”). The Liquidating Trustee continues to oversee the Marketing Estate and pursue claims for the benefit of its creditors, including those related to the recovery of various deposits, including surety bonds, insurance policy claims and claims made to state funded tank reimbursement programs. We received distributions from the Marketing Estate reducing our Administrative Claim by $1,792,000 in the first quarter of 2013 and by $3,140,000 in the aggregate through March 31, 2013. As a result, in the first quarter of 2013, we reversed portions of our bad debt reserve for uncollectible amounts due from Marketing and reduced bad debt expense included in general and administrative expenses on our consolidated statement of income. We cannot provide any assurance that we will ultimately collect any additional claims against or unpaid amounts due from the Marketing Estate pursuant to the Plan of Liquidation, or otherwise.

In December 2011, the Marketing Estate filed a lawsuit against Marketing’s former parent, Lukoil Americas Corporation, and certain of its affiliates (collectively, “Lukoil”), as well as the former directors and officers of Marketing (the “Lukoil Complaint”). The Lukoil Complaint asserts, among other claims, that Marketing’s sale of assets to Lukoil in November 2009 constituted a fraudulent conveyance, and that the assets or their value can be recovered from Lukoil. In addition, the Lukoil Complaint asserts that the former directors and officers violated their fiduciary duties to Marketing in approving and effectuating the challenged sale, and are liable for money damages. The Liquidating Trustee is pursuing these claims for the benefit of the Marketing Estate. It is possible that the Liquidating Trustee will obtain a favorable judgment or there will be a settlement with the defendants, and therefore it is possible that we may ultimately recover a portion of our claims against Marketing, including our Administrative Claim, which has priority over most other creditors’ claims, and our additional pre-petition and post-petition claims.

In October 2012, we entered into an agreement with the Marketing Estate to make loans and otherwise fund up to an aggregate amount of $6,425,000 to fund the prosecution of the Lukoil Complaint and certain Liquidating Trustee expenses incurred in connection with the wind-down of the Marketing Estate (the “Litigation Funding Agreement”). This agreement provides that we are entitled to receive proceeds, if any, from the successful prosecution of the Lukoil Complaint in an amount equal to the sum of (i) all funds advanced for wind-down costs and expert witness and consultant fees plus interest accruing at 15% per annum on such advances made by us; plus (ii) the greater of all funds advanced for legal fees and expenses relating to the prosecution of the Lukoil Complaint plus interest accruing at 15% per annum on such advances made by us, or 24% of the gross proceeds from any settlement or favorable judgment obtained by the Liquidating Trustee due to the Lukoil Complaint. It is possible that we may agree to advance amounts in excess of $6,425,000. We advanced $1,773,000 in the first quarter of 2013 and $3,445,000 in the aggregate through March 31, 2013 to the Marketing Estate pursuant to the Litigation Funding Agreement. The Litigation Funding Agreement also provides that we are entitled to be reimbursed for up to $1,300,000 of our legal fees in connection with the Litigation Funding Agreement. Based on the terms of the agreement, we have recorded a receivable of $4,745,000 as of March 31, 2013, which includes amounts advanced and amounts due for reimbursable legal fees we incurred in connection with the Litigation Funding Agreement. Payments that we receive pursuant to the Litigation Funding Agreement will not reduce our Administrative Claim or our other pre-petition and post-petition claims against Marketing. A portion of the payments we receive pursuant to the Litigation Funding Agreement may be subject to federal income taxes. We cannot provide any assurance that we will be repaid any amounts we advance pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred.

We have elected to account for the advances, accrued interest and litigation reimbursements due us pursuant to the Litigation Funding Agreement on a fair value basis. We used unobservable inputs based on comparable transactions when determining the fair value of the Litigation Funding Agreement. We concluded that the terms of the Litigation Funding Agreement are within a range of terms representing the market for such arrangements when considering the unique circumstances particular to the counterparties to such funding agreements. These inputs include the potential outcome of the litigation related to the Lukoil Complaint including the probability of the Marketing Estate prevailing in its lawsuit and the potential amount that may be recovered by the Marketing Estate from Lukoil Americas Corporation. We also applied a discount factor commensurate with the risk that the Marketing Estate may not prevail in its lawsuit. We considered that fair value is defined as an amount of consideration that would be exchanged between a willing buyer and seller. Accordingly, we believe that a market participant would likely purchase our rights from us for approximately the amounts currently due us under the terms of the Litigation Funding Agreement.

Under the Master Lease, Marketing was responsible to pay for certain environmental related liabilities and expenses. As a result of Marketing’s bankruptcy filing, we have accrued for the Marketing Environmental Liabilities and commenced funding remediation activities during the second quarter of 2012 related to such accruals. We do not expect to be reimbursed by Marketing for any such remediation activities except as a result of realizing proceeds from the Lukoil Complaint. We expect to continue to incur and fund costs associated with the Marketing bankruptcy proceedings and associated eviction proceedings as well as costs associated with repositioning properties previously leased to Marketing. We incurred $325,000 of lease origination costs in the first quarter of 2013 and $3,472,000 in the aggregate through March 31, 2013, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases. We expect to continue to incur operating expenses such as maintenance, repairs, real estate taxes, insurance and general upkeep related to these properties for vacant properties and properties subject to our month-to-month license agreements. In certain of our new leases, we have also agreed to co-invest as much as $14,080,000 with our tenants to fund capital improvements including replacing underground storage tanks and related equipment or renovating some of the properties previously leased to Marketing.

It is possible that our estimates for the Marketing Environmental Liabilities and other expenses relating to the properties previously leased to Marketing will be higher than the amounts we have accrued and that issues involved in re-letting or repositioning these properties may require significant management attention that would otherwise be devoted to our ongoing business. In addition, we increased our number of tenants significantly and are performing property related functions previously performed by Marketing, both of which have resulted in permanent increases in our annual operating expenses. The incurrence of these various expenses may materially negatively impact our cash flow and ability to pay dividends.

Our estimates, judgments, assumptions and beliefs regarding Marketing and the Master Lease affect the amounts reported in our financial statements and are subject to change. Actual results could differ from these estimates, judgments and assumptions and such differences could be material. If we are not repaid the amounts we advanced pursuant to the Litigation Funding Agreement or the reimbursable legal fees we have incurred; if our actual expenditures for the Marketing Environmental Liabilities are greater than the amounts accrued, if we incur significant costs and operating expenses relating to the properties comprising the Master Lease portfolio; if the repositioning of the properties comprising the Master Lease portfolio leads to a protracted and expensive process for taking control and or re-letting our properties; if re-letting the properties comprising the Master Lease portfolio requires significant management attention that would otherwise be

devoted to our ongoing business; if the Bankruptcy Court takes actions that are detrimental to our interests; if we are unable to re-let or sell the properties comprising the Master Lease portfolio at all or upon terms that are favorable to us; or if we change our estimates, judgments, assumptions and beliefs; our business, financial condition, revenues, operating expenses, results of operations, liquidity, ability to pay dividends and stock price may continue to be materially adversely affected or adversely affected to a greater extent than we have experienced.

LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims which arise in the ordinary course of our business. As of March 31, 2013 and December 31, 2012, we had accrued $3,798,000 and $3,615,000 respectively, for certain of these matters which we believe were appropriate based on information then currently available. We are unable to estimate ranges in excess of the amount accrued with any certainty for these matters. 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 our Newark, New Jersey Terminal and the Lower Passaic River and the MTBE multi-district litigation case, in particular, could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

Matters related to our Newark, New Jersey Terminal and the Lower Passaic River

In September 2003, we received a directive (the “Directive”) from the State of New Jersey Department of Environmental Protection (the “NJDEP”) notifying us that we are 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 are also named in the Directive) who have collectively agreed to perform a Remedial Investigation and Feasibility Study (“RI/FS”) for the Lower Passaic River. We are a party to the AOC and are 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 2015. On June 18, 2012, all members of the CPG except Occidental Chemical Corporation (“Occidental”) entered into an Administrative Settlement Agreement and Order on Consent (“10.9 AOC”) to perform certain remediation activities, including removal and capping of sediments at the river mile 10.9 area and certain testing. Similar to the RI/FS work, the CPG entered into an interim allocation for the costs of the river mile 10.9 work. The EPA issued a Unilateral Order to Occidental directing Occidental to participate and contribute to the cost of the river mile 10.9 work and discussions regarding Occidental’s participation in the river mile 10.9 work are ongoing. Concurrently, the EPA is preparing a proposed Focused Feasibility Study (“FFS”) that the EPA claims

will address sediment issues in the lower eight miles of the Lower Passaic River. The RI/FS and 10.9 AOC do 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 us, 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. We believe that ChevronTexaco is contractually obligated to indemnify us, pursuant to an indemnification agreement, for most if not all of the conditions at the property identified by the NJDEP and the EPA. Accordingly, our potential range of loss including our ultimate legal and financial liability, if any, cannot be made with any certainty at this time.

MTBE Litigation

We are defending against one remaining lawsuit of many 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 2010, we agreed to, and subsequently paid, $1,725,000 to settle two plaintiff classes covering 52 pending cases. Presently, we remain 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, 2013 and December 31, 2012, we maintained a litigation reserve representing our best estimate of loss relating to the remaining MTBE case in an amount which we believe was appropriate based on information then currently available. We are unable to estimate ranges in excess of the amount accrued with any certainty 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 us, our defenses to the claims, our rights to indemnification and the aggregate possible amount of damages for which we may be held liable.

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Real Estate:
Land	$ 307,753	$ 318,814
Buildings and improvements	191,497	208,325
Total Real Estate	499,250	527,139
Less - accumulated depreciation and amortization	(98,313)	(106,931)
Real estate held for use, net	400,937	420,208
Real estate held for sale, net	31,570	25,340
Real estate, net	432,507	445,548
Net investment in direct financing leases	91,685	91,904
Deferred rent receivable	15,028	12,448
Cash and cash equivalents	18,726	16,876
Notes, mortgages and accounts receivable, (net of allowance of $23,471 at March 31, 2013 and $25,371 at December 31, 2012)	44,173	41,865
Prepaid expenses and other assets	48,836	31,940
Total assets	650,955	640,581
LIABILITIES AND SHAREHOLDERS' EQUITY:
Borrowings under credit lines	71,900	150,290
Term loans	100,000	22,030
Environmental remediation obligations	45,728	46,150
Dividends payable	6,738	4,202
Accounts payable and accrued liabilities	49,928	45,160
Total liabilities	274,294	267,832
Commitments and contingencies (notes 2, 3, 4 and 5)
Shareholders' equity:
Common stock, par value $.01 per share; authorized 50,000,000 shares; issued 33,396,790 at March 31, 2013 and 33,396,720 at December 31, 2012	334	334
Paid-in capital	461,726	461,426
Dividends paid in excess of earnings	(85,399)	(89,011)
Total shareholders' equity	376,661	372,749
Total liabilities and shareholders' equity	$ 650,955	$ 640,581

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GENERAL

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

GENERAL

1. GENERAL

Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires 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. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, receivables, deferred rent receivable, net investment in direct financing leases, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, environmental remediation obligations, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties, and as a result, actual results could differ materially from these estimates.

Subsequent events: We evaluated subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements.

Fair Value Hierarchy: The preparation of financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1”-inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2”-inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3”-inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. We have a receivable of $4,745,000 and $2,972,000 as of March 31, 2013 and December 31, 2012, respectively, that is measured at fair value on a recurring basis using Level 3 inputs. The fair value of the receivable increased by $1,773,000 due to additional advances made during the quarter ended March 31, 2013. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amount ultimately received from this receivable may vary significantly from our estimate. We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of March 31, 2013 and December 31, 2012 of $8,138,000 and $4,967,000, respectively, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

The following summarizes as of March 31, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	4,745	$	4,745
Mutual funds	$	3,219	$	—	$	—	$	3,219
Liabilities:
Deferred Compensation	$	3,219	$	—	$	—	$	3,219

The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	2,972	$	2,972
Mutual funds	$	3,013	$	—	$	—	$	3,013
Liabilities:
Deferred Compensation	$	3,013	$	—	$	—	$	3,013

Discontinued Operations: We report as discontinued operations 152 properties which meet the criteria to be accounted for as held for sale in accordance with GAAP as of the end of the current period and certain properties disposed of during the periods presented. Discontinued operations, including gains and losses, impairment charges and the operating results for properties disposed of in 2013 and 2012 and impairment charges and operating results of properties classified as held for sale, are included in a separate component of income on the consolidated statements of operations. The operating results and impairment charges of such properties for the quarter ended 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. The properties currently being marketed for sale have a net carrying value aggregating $31,570,000 and are included in real estate held for sale, net in our consolidated balance sheets.

The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows:

	Quarters ended March 31,
(in thousands)	2013			2012
Revenues from rental properties	$	669		$	4,319
Impairment charges		(3,512	)		(89	)
Other operating expenses		(881	)		(3,838	)
Earnings (loss) from operating activities		(3,724	)		392
Gains on dispositions of real estate		8,432			533
Earnings from discontinued operations	$	4,708		$	925

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We review and adjust as necessary our depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less estimated disposition costs.

We recorded non-cash impairment charges aggregating $3,984,000 and $363,000 for the quarters ended March 31, 2013 and March 31, 2012, respectively, in continuing operations and in discontinued operations. We record non-cash impairment charges and reduce the carrying amount of properties held for use to fair value where the carrying amount of the property exceeded the projected undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. We record non-cash impairment charges and reduce the carrying amount of properties held for sale to fair value less disposal costs. The non-cash impairment charges recorded during the quarters ended March 31, 2013 and March 31, 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The estimated fair value of real estate is based on the price that would be received to sell the property in an orderly transaction between market participants at the measurement date. The internal valuation techniques that we 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 lease and sales transactions, actual leasing or sale negotiations, 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, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the fair value hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases ranging up to 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale.

Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in our 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 our Annual Report on Form 10-K for the year ended December 31, 2012.

Income Taxes: We and our subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, we elected to qualify, and believe we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our shareholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Although tax returns for the years 2009, 2010 and 2011, and tax returns which will be filed for the years ended 2012 and 2013 remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of March 31, 2013 or December 31, 2012.

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)	2013			2012
Earnings from continuing operations	$	5,642		$	5,560
Less dividend equivalents attributable to restricted stock units outstanding		(59	)		—
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation		5,583			5,560
Discontinued operations		4,708			925
Net earnings attributable to common shareholders used for basic earnings per share calculation	$	10,291		$	6,485
Weighted-average number of common shares outstanding:
Basic		33,397			33,394
Stock options		—			—
Diluted		33,397			33,394
Restricted stock units outstanding at the end of the period		296			219

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Leases - Summary of Selected Financial Data (Detail) (CPD NY [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
CPD NY [Member]
Condensed Financial Statements, Captions [Line Items]
Total revenue	$ 119,945	$ 106,655
Gross profit	8,840	7,543
Net income (loss)	(162)	68
Current assets	13,506		9,529
Noncurrent assets	25,083		21,326
Current liabilities	9,696		4,800
Noncurrent liabilities	$ 19,456		$ 21,624

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Credit Agreement and Term Loan Agreement - Additional Information (Detail) (USD $)	1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Mar. 31, 2013	Dec. 31, 2012
Line of Credit Facility [Line Items]
Senior secured revolving credit agreement		$ 175,000,000	$ 175,000,000
Amount of amended term loan agreement		100,000,000	25,000,000
Senior secured revolving credit agreement, expiration date		Aug. 31, 2015	Mar. 31, 2013
Amended term loan agreement, expiration date		Feb. 28, 2021	Mar. 31, 2013
Borrowings under credit agreement		71,900,000	150,290,000
Annual bearing interest rate for credit agreement			3.25%
Interest rate of term loan		6.00%	3.50%
Amortization of loan origination costs	4,144,000
Credit agreement initiation date		Feb. 25, 2013
Extension of credit agreement		1 year
Total bank syndicate commitment allocated to term loan		25,000,000
Total Bank Syndicate commitment allocated to a revolving facility		150,000,000
Amount of rate increase in case of default		2.00%
Senior secured term loan, issuance date		Feb. 25, 2013
Amount of rate increase in case of default		2.00%
Aggregate maturity of credit agreement and term loan, year 2015		71,900,000
Principal repayment of senior secured term loan in year eight		100,000,000
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Option to increase credit facility		50,000,000
Maximum [Member]
Line of Credit Facility [Line Items]
Credit agreement margin on borrowing base rate		2.00%
Annual commitment fee on undrawn funds		0.40%
Maximum [Member] | Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Credit facility amount		200,000,000
Minimum [Member]
Line of Credit Facility [Line Items]
Credit agreement margin on borrowing base rate		1.50%
Annual commitment fee on undrawn funds		0.30%
Term loan [Member]
Line of Credit Facility [Line Items]
Borrowings outstanding			$ 22,030,000
LIBOR [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Credit agreement margin on borrowing base rate		3.00%
LIBOR [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Credit agreement margin on borrowing base rate		2.50%

XML

LEASES

3 Months Ended

Mar. 31, 2013

Leases [Abstract]

LEASES

2. LEASES

Our business model is to lease our properties on a triple-net basis primarily to petroleum distributors and to a lesser extent to individual operators. Our tenants operate our properties directly or sublet our properties to operators who operate their gas stations, convenience stores, automotive repair service facilities or other businesses at our properties. These tenants are responsible for the operations conducted at these properties. Our triple-net tenants are generally responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties. Substantially all of our tenants’ financial results depend on the sale of refined petroleum products and rental income from their subtenants. As a result, our tenants’ financial results are highly 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 gas station, we will seek an alternative tenant or buyer for the property. As of March 31, 2013, approximately 50 of our properties are leased for uses such as quick serve restaurants, automobile sales and other retail purposes, including approximately 20 properties previously subject to the Master Lease with Marketing (both defined below) which are currently held for sale and which have temporary occupancies. Our 1,026 properties are located in 21 states across the United States with concentrations in the Northeast and Mid-Atlantic regions.

Approximately 660 of the properties we own or lease as of March 31, 2013 were previously leased to Getty Petroleum Marketing Inc. (“Marketing”) comprising a unitary premises pursuant to a master lease (the “Master Lease”) and we derived a majority of our revenues from the leasing of these properties under the Master Lease. On December 5, 2011, Marketing filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Marketing rejected the Master Lease pursuant to an Order issued by the Bankruptcy Court effective April 30, 2012. In accordance with GAAP, we recognize in revenue from rental properties in our consolidated statements of operations the full contractual rent and real estate obligations due to us by Marketing during the term of the Master Lease and provide bad debt reserves included in general and administrative expenses and in earnings (loss) from discontinued operations in our consolidated statements of operations for our estimate of uncollectible amounts due from Marketing. We provided net bad debt reserves related to uncollected rent and real estate taxes due from Marketing of $10,016,000 for the quarter ended March 31, 2012. We reversed $2,113,000 of previously provided reserves in the quarter ended March 31, 2013 as a result of receiving cash from a partial liquidation of the Marketing Estate (as defined below). We have provided bad debt reserves, net of reversals, aggregating $20,669,000 for outstanding rent and real estate tax obligations due from Marketing as of March 31, 2013, substantially all of which remain unpaid as of the filing of this Quarterly Report on Form 10-Q. (See note 3 for additional information regarding Marketing and the Master Lease.)

As a result of Marketing’s bankruptcy filing and Marketing’s rejection of the Master Lease, we commenced a process to reposition the portfolio of properties that were subject to the Master Lease after the properties became available to us free of Marketing’s tenancy. As a result of that process, as of March 31, 2013, we have entered into long-term triple-net leases with petroleum distributors for ten separate property portfolios comprising 443 properties in the aggregate and month-to-month license agreements with occupants of approximately 155 properties (substantially all of whom were Marketing’s former sub-tenants) allowing such occupants to continue to occupy and use these properties as gas stations, convenience stores, automotive repair service facilities or other businesses. Certain of the month-to-month license agreements require the operators to sell fuel provided by petroleum distributors with whom we have contracted for interim fuel supply and from whom we receive a fee based on gallons sold. We have also entered into additional month-to-month license agreements at approximately 20 properties which have had their underground storage tanks removed and are being used for various retail uses other than as a gas station. These properties are currently marketed for sale. Our month-to-month license agreements differ from our typical triple-net lease agreements in that we are responsible for the payment of certain environmental costs and property operating expenses including real estate taxes. Approximately 40 properties previously subject to the Master Lease are currently vacant, the majority of which have had their underground storage tanks removed and are being marketed for sale.

The long-term triple-net leases with petroleum distributors for the ten separate property portfolios comprising 443 properties in the aggregate are unitary triple-net lease agreements generally with an initial term of 15 years, and options for successive renewal terms of up to 20 years. Rent is scheduled to increase at varying intervals of up to three years on the anniversary of the commencement date of the leases. The majority of the leases provide for additional rent based on the volume of petroleum products sold. As triple-net lessees, the tenants are required to pay all amounts pertaining to the properties subject to the leases, including taxes, assessments, licenses and permit fees, charges for public utilities and all other governmental charges. In addition, the majority of the leases require the tenants to make capital expenditures at our properties substantially all of which is related to the replacement of underground storage tanks that are the property our tenants. In certain of our new leases, we have committed to co-invest up to $14,080,000 with our tenants for a portion of such capital expenditures, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases. As part of certain triple-net leases whose term commenced through March 31, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. We remain contingently liable for this obligation in the event that our tenants do not satisfy their responsibilities. Accordingly, we removed $11,955,000 of asset retirement obligations and $10,173,000 of net asset retirement costs related to USTs from our balance sheet through March 31, 2013. The net amount of $1,782,000 is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. We incurred $3,472,000 of lease origination costs through March 31, 2013, which deferred expense is recognized on a straight-line basis as a reduction of revenues from rental properties over the terms of the various leases.

Revenues from rental properties included in continuing operations for the quarters ended March 31, 2013 and 2012 were $23,009,000 and $26,908,000, respectively. Revenues from rental properties included in continuing operations for the quarter ended March 31, 2012 includes $13,717,000, contractually due or received from Marketing under the Master Lease prior to its rejection on April 30, 2012. Revenues from rental properties and rental property expenses included in continuing operations included $3,440,000 and $4,447,000 for the quarters ended March 31, 2013 and 2012, respectively, for real estate taxes paid by us which were reimbursable by tenants. Revenues from rental properties included in continuing operations for the quarter ended March 31, 2013 also include a net loss of $634,000 for amounts realized under interim fuel supply agreements.

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 non-cash adjustments recorded for deferred rental revenue due to the recognition of rental income on a straight-line (or average) basis over the current lease term, net amortization of above-market and below-market leases and recognition of rental income recorded under direct financing leases using the effective interest method which produces a constant periodic rate of return on the net investments in the leased properties (the “Revenue Recognition Adjustments”). Revenue Recognition Adjustments included in continuing operations increased rental revenue by $2,383,000 and $634,000 for the quarters ended March 31, 2013 and 2012, respectively.

The components of the $91,685,000 net investment in direct financing leases as of March 31, 2013, are minimum lease payments receivable of $201,129,000 plus unguaranteed estimated residual value of $11,991,000 less unearned income of $121,435,000.

On January 13, 2011, we 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. On May 1, 2012, as part of the repositioning of the portfolio of properties previously leased to Marketing, we entered into a triple-net lease for 84 properties with NECG Holdings Corp. (“NECG”), a subsidiary of Chestnut Petroleum Dist. Inc., and an affiliate of CPD NY. We receive a significant portion of our revenues from CPD NY and NECG.

The selected combined unaudited financial data of CPD NY and NECG, which has been prepared by Chestnut Petroleum Dist. Inc’s management, is provided below.

(in thousands)

Operating Data:

	Three months ended March 31,
	2013			2012
Total revenue	$	119,945		$	106,655
Gross profit		8,840			7,543
Net income (loss)		(162	)		68

Balance Sheet Data:

	March 31, 2013		December 31, 2012
Current assets	$	13,506	$	9,529
Noncurrent assets		25,083		21,326
Current liabilities		9,696		4,800
Noncurrent liabilities		19,456		21,624

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Allowance on notes, mortgages and accounts receivable	$ 23,471	$ 25,371
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	33,396,790	33,396,720

XML

General - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013 Property	Mar. 31, 2012	Dec. 31, 2012
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Number of real estate properties held for sale	152
Real estate held for sale, net	$ 31,570,000		$ 25,340,000
Impairment charges	3,984,000	363,000
Marketing Estate [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Receivable measured at fair value	4,745,000
Amount advanced for wind down expenses	1,773,000
Fair Value, Inputs, Level 3 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Assumed holding periods for unobservable inputs	15 years
Assumed annual average rent increases for unobservable inputs	2.00%
Rate of income capitalization for unobservable inputs	8.00%
Cash flows discounted rate for unobservable inputs	7.00%
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Receivable measured at fair value	4,745,000		2,972,000
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Impaired real estate assets measured at fair value	$ 8,138,000		$ 4,967,000

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 10, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	GTY
Entity Registrant Name	GETTY REALTY CORP /MD/
Entity Central Index Key	0001052752
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		33,396,880

XML

General - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	$ 4,745	$ 2,972
Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	3,219	3,013
Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	3,219	3,013
Fair Value, Inputs, Level 1 [Member] | Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 1 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	3,219	3,013
Fair Value, Inputs, Level 1 [Member] | Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	3,219	3,013
Fair Value, Inputs, Level 2 [Member] | Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 2 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 2 [Member] | Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities
Fair Value, Inputs, Level 3 [Member] | Receivable [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	4,745	2,972
Fair Value, Inputs, Level 3 [Member] | Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets
Fair Value, Inputs, Level 3 [Member] | Deferred Compensation [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Revenues from rental properties	$ 23,009	$ 26,908
Interest on notes and mortgages receivable	798	681
Total revenues	23,807	27,589
Operating expenses:
Rental property expenses	7,959	6,195
Impairment charges	472	274
Environmental expenses	1,115	615
General and administrative expenses	3,467	10,766
Depreciation and amortization expense	2,293	2,991
Total operating expenses	15,306	20,841
Operating income	8,501	6,748
Other income, net	35	295
Interest expense	(2,894)	(1,483)
Earnings from continuing operations	5,642	5,560
Discontinued operations:
Earnings (loss) from operating activities	(3,724)	392
Gains on dispositions of real estate	8,432	533
Earnings from discontinued operations	4,708	925
Net earnings	$ 10,350	$ 6,485
Basic and diluted earnings per common share:
Earnings from continuing operations	$ 0.17	$ 0.17
Earnings from discontinued operations	$ 0.14	$ 0.03
Net earnings	$ 0.31	$ 0.19
Weighted-average shares outstanding:
Basic	33,397	33,394
Stock options
Diluted	33,397	33,394

XML

SUBSEQUENT EVENT

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENT

7. SUBSEQUENT EVENT

On May 9, 2013, we acquired 16 Mobil branded gasoline station and convenience store properties in the metro New York region and 20 Exxon and Shell branded gasoline station and convenience store properties located within the Washington, D.C. “Beltway” for $72.5 million in two sale/leaseback transactions with subsidiaries of Capitol Petroleum Group, LLC (“Capitol”). The two triple-net unitary leases have an initial term of 15 years plus three renewal options with provisions for rent escalations during the initial and renewal terms. As triple-net lessees, our tenants in this acquisition are required to pay all amounts pertaining to the properties subject to the unitary leases, including environmental expenses, taxes, assessments, licenses and permit fees, charges for public utilities and all governmental charges. The acquisition was financed with $11.5 million of proceeds from 1031 exchanges, $57.5 million of borrowings under our Credit Agreement and cash on hand. As of the date of the filing of this Quarterly Report on Form 10-Q, we are currently completing our valuations of the assets and liabilities acquired to finalize the accounting for this acquisition. This transaction had no impact in our operating results for the quarter ended March 31, 2013 or our financial position as of March 31, 2013.

XML

SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

SHAREHOLDERS' EQUITY

6. SHAREHOLDERS’ EQUITY

A summary of the changes in shareholders’ equity for the three months ended March 31, 2013 is as follows (in thousands, except share amounts):

	COMMON STOCK				PAID-IN		DIVIDENDS PAID IN EXCESS
	SHARES		AMOUNT		CAPITAL		OF EARNINGS			TOTAL
Balance, December 31, 2012		33,396,720	$	334	$	461,426	$	(89,011	)	$	372,749
Net earnings								10,350			10,350
Dividends								(6,738	)		(6,738	)
Stock-based employee compensation expense		70				300					300
Balance, March 31, 2013		33,396,790	$	334	$	461,726	$	(85,399	)	$	376,661

We are authorized to issue 20,000,000 shares of preferred stock, par value $.01 per share, of which none were issued as of March 31, 2013 or December 31, 2012.

XML

Commitments and Contingencies - Additional Information (Detail) (USD $)	1 Months Ended		3 Months Ended	12 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended
	Feb. 28, 2009 Parties	Sep. 30, 2003 Parties	Mar. 31, 2013 Cases	Mar. 31, 2013	Dec. 31, 2012	Oct. 31, 2012 Marketing Estate [Member]	Mar. 31, 2013 Marketing Estate [Member]	Mar. 31, 2013 Marketing Estate [Member]	Mar. 31, 2013 Marketing Estate [Member] Maximum [Member]	May 31, 2007 MTBE [Member] Defendant	Mar. 31, 2013 MTBE [Member] Parties	Dec. 31, 2010 MTBE [Member] Cases	Oct. 31, 2012 Litigation Funding Agreement [Member] Marketing Estate [Member]	Mar. 31, 2013 Litigation Funding Agreement [Member] Marketing Estate [Member]	Mar. 31, 2013 Litigation Funding Agreement [Member] Marketing Estate [Member]	Oct. 31, 2012 Litigation Funding Agreement [Member] Marketing Estate [Member] Lukoil Complaint [Member]
Commitments And Contingencies [Line Items]
Administrative claims							$ 10,500,000
Outstanding administrative claim							6,360,000	6,360,000
The amount received from the initial distribution in the Marketing liquidation							1,792,000
The aggregate amount received from the initial distribution in the Marketing liquidation								3,140,000
Maximum amount of loans to be made to the Marketing Estate per agreement						6,425,000							6,425,000
Interest rate per annum on funds advanced to the Marketing Estate for expert witnesses and wind down expenses													15.00%
Interest rate per annum on funds advanced for legal fees and expenses													15.00%
Percentage of gross proceeds from the Lukoil complaint																24.00%
Amount advanced to the Marketing Estate for wind down expenses							1,773,000							1,773,000
Aggregate amount advanced to the Marketing Estate for wind down expenses															3,445,000
Reimbursement of legal fees in connection with litigation funding agreement									1,300,000
Amount receivable related to amount advanced and reimbursable legal fees							4,745,000	4,745,000
Lease origination costs			325,000	3,472,000
Co-invest with tenants to fund capital improvements			14,080,000
Accrued legal matters			3,798,000	3,798,000	3,615,000
Number of potentially responsible parties for Lower Passaic River damages		66
Parties to perform a remedial investigation and feasibility study										70
Number of additional parties	300
Petroleum refiners, manufacturers, distributors and retailers											50
Agreements to settle												$ 1,725,000
Classes settled												2
Pending cases												52
Number of cases in which we remain a defendant			1

XML

General - Schedule of Earnings (Loss) from Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Earnings (loss) from operating activities	$ (3,724)	$ 392
Gains on dispositions of real estate	8,432	533
Earnings from discontinued operations	4,708	925
Segment, Discontinued Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues from rental properties	669	4,319
Impairment charges	(3,512)	(89)
Other operating expenses	(881)	(3,838)
Earnings (loss) from operating activities	(3,724)	392
Gains on dispositions of real estate	8,432	533
Earnings from discontinued operations	$ 4,708	$ 925

XML

LEASES (Tables)

3 Months Ended

Mar. 31, 2013

Leases [Abstract]

Summary of Selected Financial Data

The selected combined unaudited financial data of CPD NY and NECG, which has been prepared by Chestnut Petroleum Dist. Inc’s management, is provided below.

(in thousands)

Operating Data:

	Three months ended March 31,
	2013			2012
Total revenue	$	119,945		$	106,655
Gross profit		8,840			7,543
Net income (loss)		(162	)		68

Balance Sheet Data:

	March 31, 2013		December 31, 2012
Current assets	$	13,506	$	9,529
Noncurrent assets		25,083		21,326
Current liabilities		9,696		4,800
Noncurrent liabilities		19,456		21,624

XML

GENERAL (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation: The consolidated financial statements include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries. We are a real estate investment trust (“REIT”) specializing in the ownership, leasing and financing of retail motor fuel and convenience store properties. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We manage and evaluate our operations as a single segment. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates, Judgments and Assumptions

Use of Estimates, Judgments and Assumptions: The financial statements have been prepared in conformity with GAAP, which requires 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. Estimates, judgments and assumptions underlying the accompanying consolidated financial statements include, but are not limited to, receivables, deferred rent receivable, net investment in direct financing leases, environmental remediation costs, real estate, depreciation and amortization, impairment of long-lived assets, litigation, environmental remediation obligations, accrued liabilities, income taxes and the allocation of the purchase price of properties acquired to the assets acquired and liabilities assumed. Application of these estimates and assumptions requires exercise of judgment as to future uncertainties, and as a result, actual results could differ materially from these estimates.

Subsequent events

Subsequent events: We evaluated subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements.

Fair Value Hierarchy

Fair Value Hierarchy: The preparation of financial statements in accordance with GAAP requires management to make estimates of fair value that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported using a hierarchy (the “Fair Value Hierarchy”) that prioritizes the inputs to valuation techniques used to measure the fair value. The Fair Value Hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the Fair Value Hierarchy are as follows: “Level 1”-inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date; “Level 2”-inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and “Level 3”-inputs that are unobservable. Certain types of assets and liabilities are recorded at fair value either on a recurring or non-recurring basis. Assets required or elected to be marked-to-market and reported at fair value every reporting period are valued on a recurring basis. Other assets not required to be recorded at fair value every period may be recorded at fair value if a specific provision or other impairment is recorded within the period to mark the carrying value of the asset to market as of the reporting date. Such assets are valued on a non-recurring basis. We have a receivable of $4,745,000 and $2,972,000 as of March 31, 2013 and December 31, 2012, respectively, that is measured at fair value on a recurring basis using Level 3 inputs. The fair value of the receivable increased by $1,773,000 due to additional advances made during the quarter ended March 31, 2013. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amount ultimately received from this receivable may vary significantly from our estimate. We have certain real estate assets that are measured at fair value on a non-recurring basis using Level 3 inputs as of March 31, 2013 and December 31, 2012 of $8,138,000 and $4,967,000, respectively, where impairment charges have been recorded. Due to the subjectivity inherent in the internal valuation techniques used in estimating fair value, the amounts realized from the sale of such assets may vary significantly from these estimates.

The following summarizes as of March 31, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	4,745	$	4,745
Mutual funds	$	3,219	$	—	$	—	$	3,219
Liabilities:
Deferred Compensation	$	3,219	$	—	$	—	$	3,219

The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	2,972	$	2,972
Mutual funds	$	3,013	$	—	$	—	$	3,013
Liabilities:
Deferred Compensation	$	3,013	$	—	$	—	$	3,013

Discontinued Operations

Discontinued Operations: We report as discontinued operations 152 properties which meet the criteria to be accounted for as held for sale in accordance with GAAP as of the end of the current period and certain properties disposed of during the periods presented. Discontinued operations, including gains and losses, impairment charges and the operating results for properties disposed of in 2013 and 2012 and impairment charges and operating results of properties classified as held for sale, are included in a separate component of income on the consolidated statements of operations. The operating results and impairment charges of such properties for the quarter ended 2012 have also been reclassified to discontinued operations to conform to the 2013 presentation. The properties currently being marketed for sale have a net carrying value aggregating $31,570,000 and are included in real estate held for sale, net in our consolidated balance sheets.

The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows:

	Quarters ended March 31,
(in thousands)	2013			2012
Revenues from rental properties	$	669		$	4,319
Impairment charges		(3,512	)		(89	)
Other operating expenses		(881	)		(3,838	)
Earnings (loss) from operating activities		(3,724	)		392
Gains on dispositions of real estate		8,432			533
Earnings from discontinued operations	$	4,708		$	925

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: Assets are written down to fair value when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We review and adjust as necessary our depreciation estimates and method when long-lived assets are tested for recoverability. Assets held for disposal are written down to fair value less estimated disposition costs.

We recorded non-cash impairment charges aggregating $3,984,000 and $363,000 for the quarters ended March 31, 2013 and March 31, 2012, respectively, in continuing operations and in discontinued operations. We record non-cash impairment charges and reduce the carrying amount of properties held for use to fair value where the carrying amount of the property exceeded the projected undiscounted cash flows expected to be received during the assumed holding period which includes the estimated sales value expected to be received at disposition. We record non-cash impairment charges and reduce the carrying amount of properties held for sale to fair value less disposal costs. The non-cash impairment charges recorded during the quarters ended March 31, 2013 and March 31, 2012 were attributable to reductions in the assumed holding period used to test for impairment, reductions in our estimates of value for properties held for sale and the accumulation of asset retirement costs as a result of an increase in estimated environmental liabilities which increased the carrying value of certain properties in excess of their fair value. The estimated fair value of real estate is based on the price that would be received to sell the property in an orderly transaction between market participants at the measurement date. The internal valuation techniques that we 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 lease and sales transactions, actual leasing or sale negotiations, 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, we consider multiple internal valuation techniques when measuring the fair value of a property, all of which are based on unobservable inputs and assumptions that are classified within Level 3 of the fair value hierarchy. These unobservable inputs include assumed holding periods ranging up to 15 years, assumed average rent increases ranging up to 2.0% annually, income capitalized at a rate of 8.0% and cash flows discounted at a rate of 7.0%. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future rental rates and operating expenses that could differ materially from actual results in future periods. Where properties held for use have been identified as having a potential for sale, additional judgments are required related to the determination as to the appropriate period over which the projected undiscounted cash flows should include the operating cash flows and the amount included as the estimated residual value. This requires significant judgment. In some cases, the results of whether impairment is indicated are sensitive to changes in assumptions input into the estimates, including the holding period until expected sale.

Unaudited, Interim Financial Statements

Unaudited, Interim Financial Statements: The consolidated financial statements are unaudited but, in our 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 our Annual Report on Form 10-K for the year ended December 31, 2012.

Income Taxes

Income Taxes: We and our subsidiaries file a consolidated federal income tax return. Effective January 1, 2001, we elected to qualify, and believe we are operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, we generally will not be subject to federal income tax on qualifying REIT income, provided that distributions to our shareholders equal at least the amount of our taxable income as defined under the Internal Revenue Code. We accrue for uncertain tax matters when appropriate. The accrual for uncertain tax positions is adjusted as circumstances change and as the uncertainties become more clearly defined, such as when audits are settled or exposures expire. Although tax returns for the years 2009, 2010 and 2011, and tax returns which will be filed for the years ended 2012 and 2013 remain open to examination by federal and state tax jurisdictions under the respective statute of limitations, we have not currently identified any uncertain tax positions related to those years and, accordingly, have not accrued for uncertain tax positions as of March 31, 2013 or December 31, 2012.

Earnings per Common Share

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)	2013			2012
Earnings from continuing operations	$	5,642		$	5,560
Less dividend equivalents attributable to restricted stock units outstanding		(59	)		—
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation		5,583			5,560
Discontinued operations		4,708			925
Net earnings attributable to common shareholders used for basic earnings per share calculation	$	10,291		$	6,485
Weighted-average number of common shares outstanding:
Basic		33,397			33,394
Stock options		—			—
Diluted		33,397			33,394
Restricted stock units outstanding at the end of the period		296			219

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GENERAL (Tables)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following summarizes as of March 31, 2013 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	4,745	$	4,745
Mutual funds	$	3,219	$	—	$	—	$	3,219
Liabilities:
Deferred Compensation	$	3,219	$	—	$	—	$	3,219

The following summarizes as of December 31, 2012 our assets and liabilities measured at fair value on a recurring basis by level within the Fair Value Hierarchy:

(in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Receivable	$	—	$	—	$	2,972	$	2,972
Mutual funds	$	3,013	$	—	$	—	$	3,013
Liabilities:
Deferred Compensation	$	3,013	$	—	$	—	$	3,013

Schedule of Earnings (Loss) from Discontinued Operations

The revenue from rental properties, impairment charges, other operating expenses and gains from dispositions of real estate related to these properties are as follows:

	Quarters ended March 31,
(in thousands)	2013			2012
Revenues from rental properties	$	669		$	4,319
Impairment charges		(3,512	)		(89	)
Other operating expenses		(881	)		(3,838	)
Earnings (loss) from operating activities		(3,724	)		392
Gains on dispositions of real estate		8,432			533
Earnings from discontinued operations	$	4,708		$	925

Schedule of Earnings Per Share

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)	2013			2012
Earnings from continuing operations	$	5,642		$	5,560
Less dividend equivalents attributable to restricted stock units outstanding		(59	)		—
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation		5,583			5,560
Discontinued operations		4,708			925
Net earnings attributable to common shareholders used for basic earnings per share calculation	$	10,291		$	6,485
Weighted-average number of common shares outstanding:
Basic		33,397			33,394
Stock options		—			—
Diluted		33,397			33,394
Restricted stock units outstanding at the end of the period		296			219

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SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Summary of Changes in Shareholders' Equity

A summary of the changes in shareholders’ equity for the three months ended March 31, 2013 is as follows (in thousands, except share amounts):

	COMMON STOCK				PAID-IN		DIVIDENDS PAID IN EXCESS
	SHARES		AMOUNT		CAPITAL		OF EARNINGS			TOTAL
Balance, December 31, 2012		33,396,720	$	334	$	461,426	$	(89,011	)	$	372,749
Net earnings								10,350			10,350
Dividends								(6,738	)		(6,738	)
Stock-based employee compensation expense		70				300					300
Balance, March 31, 2013		33,396,790	$	334	$	461,726	$	(85,399	)	$	376,661

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Leases - Additional Information (Detail) (USD $)	3 Months Ended											3 Months Ended
	Mar. 31, 2013 Property State Portfolios	Mar. 31, 2012	Mar. 31, 2013 Marketing Estate [Member] Allowance for Doubtful Accounts [Member]	Mar. 31, 2013 USTs [Member]	Dec. 31, 2012 USTs [Member]	Mar. 31, 2013 Getty Petroleum Marketing [Member] Property	Mar. 31, 2012 Getty Petroleum Marketing [Member] Allowance for Doubtful Accounts [Member]	Mar. 31, 2013 Getty Petroleum Marketing [Member] Allowance for Doubtful Accounts [Member] Rent Receivable [Member]	Mar. 31, 2013 Getty Petroleum Marketing [Member] Allowance for Doubtful Accounts [Member] Real Estate Taxes Receivable [Member]	Jan. 13, 2011 CPD NY Energy Corp. [Member] Station	May 01, 2012 NECG Holdings Corp [Member] Property	Mar. 31, 2013 Maximum [Member] Property	Mar. 31, 2013 Minimum [Member]
Leases [Line Items]
Number of properties leased for other retail purposes												50
Number of properties marketed for sale and which have temporary occupancies	20
Number of properties	1,026
Number of states in which our properties are located	21
Number of properties previously leased to GPMI						660
Allowance for Doubtful Accounts							$ 10,016,000	$ 20,669,000	$ 20,669,000
Recoveries			2,113,000
Number of new triple net leases we've entered into	10
Number of leased properties with new tenants	443
License agreements with occupants properties including Marketing's former sub-tenants	155
Properties which have had their underground storage tanks removed	20
Properties previously subject to the Master Lease that are vacant and marked for sale	40
Number of petroleum distributor property portfolios	10
Number of petroleum lease properties	443
Unitary triple-net lease agreements initial terms													15 years
Unitary triple-net lease agreements successive terms												20 years
Maximum lease commitment for capital expenditure	14,080,000
Amount of asset retirement obligations removed from the balance sheet	11,955,000
Net asset costs related to USTs removed from the balance Sheet				10,173,000	10,173,000
Deferred rental revenue	1,782,000
Lease origination costs	3,472,000
Revenues from rental properties included in continuing operations	23,009,000	26,908,000
Revenues due or received from Marketing under the Master Lease		13,717,000
Real estate taxes paid that are reimbursable by tenants	3,440,000	4,447,000
Revenues realized under interim fuel supply agreements	634,000
Revenue Recognition Adjustments Included in Continuing Operations Increased Rental Revenue	2,383,000	634,000
Investment in direct financing lease	91,685,000
Investments in direct financing lease, minimum lease payments receivable	201,129,000
Investment in direct financing lease, unguaranteed estimated residual value	11,991,000
Investment in direct financing lease, deferred income	$ 121,435,000
Number of Mobil-branded gasoline stations for which a fee or leasehold title was acquired										59
Number of Mobil-branded gasoline stations in which we took a security interest										6
Number of properties for which a triple net lease was entered into											84

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Shareholders' Equity - Summary of Changes in Shareholders' Equity (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Shareholders Equity [Line Items]
Beginning balance, value	$ 372,749
Net earnings	10,350	6,485
Dividends	(6,738)
Stock-based employee compensation expense, value	300
Ending balance, value	376,661
Common Stock [Member]
Shareholders Equity [Line Items]
Beginning balance, value	334
Beginning balance, shares	33,396,720
Stock-based employee compensation expense, shares	70
Ending balance, value	334
Ending balance, shares	33,396,790
Paid-in-Capital [Member]
Shareholders Equity [Line Items]
Beginning balance, value	461,426
Stock-based employee compensation expense, value	300
Ending balance, value	461,726
Dividends Paid in Excess of Earnings [Member]
Shareholders Equity [Line Items]
Beginning balance, value	(89,011)
Net earnings	10,350
Dividends	(6,738)
Ending balance, value	$ (85,399)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net earnings	$ 10,350	$ 6,485
Adjustments to reconcile net earnings to net cash flow provided by operating activities:
Depreciation and amortization expense	2,643	3,987
Impairment charges	3,984	363
Gains on dispositions of real estate	(8,432)	(533)
Deferred rent receivable, net of allowance	(2,580)	(507)
Allowance (credit) for deferred rent and accounts receivable	(1,831)	10,220
Other	1,847	1,259
Changes in assets and liabilities:
Accounts receivable, net	1,347	(7,397)
Prepaid expenses and other assets	(102)	(1,744)
Environmental remediation obligations	(1,966)	(927)
Accounts payable and accrued liabilities	1,339	(2,949)
Net cash flow provided by operating activities	6,599	8,257
Cash flows from investing activities:
Property acquisitions and capital expenditures	(197)	(716)
Proceeds from dispositions of real estate	15,461	624
Increase in cash held for property acquisitions	(12,786)	(572)
Issuance of notes, mortgages and other receivables	(1,773)
Collection of notes and mortgages receivable	1,726	633
Other	219
Net cash flow provided by (used in) investing activities	2,650	(31)
Cash flows from financing activities:
Borrowings under credit agreements	71,900	4,000
Repayments under credit agreements	(150,290)
Borrowings under term loan agreement	100,000
Repayments under term loan agreement	(22,030)	(195)
Payments of cash dividends	(4,202)
Payments of loan origination costs	(2,769)	(3,642)
Other	(8)
Net cash flow provided by (used in) financing activities	(7,399)	163
Net increase in cash and cash equivalents	1,850	8,389
Cash and cash equivalents at beginning of period	16,876	7,698
Cash and cash equivalents at end of period	18,726	16,087
Supplemental disclosures of cash flow information Cash paid (refunded) during the period for:
Interest paid	1,655	1,038
Income taxes paid, net	297	71
Environmental remediation obligations	1,615	415
Non-cash transactions:
Issuance of mortgages related to property dispositions	$ 1,777

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ENVIRONMENTAL OBLIGATIONS

3 Months Ended

Mar. 31, 2013

Environmental Remediation Obligations [Abstract]

ENVIRONMENTAL OBLIGATIONS

5. ENVIRONMENTAL OBLIGATIONS

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. Environmental costs 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 costs where available. In July 2012, we purchased for $3,062,000 a ten-year pollution legal liability insurance policy covering all of our properties for pre-existing unknown environmental liabilities and new environmental events. The policy has a $50,000,000 aggregate limit and is subject to various self-insured retentions and other conditions and limitations. Our intention in purchasing this policy is to obtain protection predominantly for significant events. No assurances can be given that we will obtain a net financial benefit from this investment. Historically we did not maintain pollution legal liability insurance to protect from potential future claims related to known and unknown environmental liabilities.

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 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 each 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.

For our triple-net leases, our tenants are directly responsible to pay for: (i) the retirement and decommissioning or removal of USTs and other equipment, (ii) remediation of environmental contamination they cause and compliance with various environmental laws and regulations as the operators of our properties, and (iii) environmental liabilities allocated to them under the terms of our leases and various other agreements. We are contingently liable for these obligations in the event that our tenants do not satisfy their responsibilities. Under the Master Lease, Marketing was responsible to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted as well as all environmental liabilities discovered during the term of the Master Lease, including: (i) remediation of environmental contamination Marketing caused 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 Master Lease and various other agreements with us relating to Marketing’s business and the properties it leased from us (collectively the “Marketing Environmental Liabilities”). A liability has not been accrued for obligations that are the responsibility of our tenants (other than the Marketing Environmental Liabilities accrued in the fourth quarter of 2011) based on our tenants’ history of paying such obligations and/or our assessment of their financial ability and intent 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.

As part of certain triple-net leases whose term commenced through March 31, 2013, we transferred title of the USTs to our tenants and the obligation to pay for the retirement and decommissioning or removal of USTs at the end of their useful life or earlier if circumstances warranted was fully or partially transferred to our new tenants. Accordingly, through March 31, 2013, we removed $11,955,000 of asset retirement obligations and $10,173,000 of net asset retirement costs related to USTs from our balance sheet. The cumulative net amount of $1,782,000 is recorded as deferred rental revenue and will be recognized on a straight-line basis as additional revenues from rental properties over the terms of the various leases. (See note 2 for additional information.)

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 material adjustments to the amounts recorded for environmental litigation accruals and environmental remediation liabilities. We are 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 counterparty will not meet its environmental obligations. The ultimate resolution of these matters could cause a material adverse effect on our business, financial condition, results of operations, liquidity, ability to pay dividends or stock price.

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 accrued liability is the aggregate of the best estimate of the fair value of cost for each component of the liability net of estimated recoveries from state UST remediation funds considering estimated recovery rates developed from prior experience with the funds.

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 estimated environmental remediation obligations 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.

Environmental remediation obligations are initially measured at fair value based on their expected future net cash flows which have been adjusted for inflation and discounted to present value. As of March 31, 2013 and December 31, 2012, we had accrued $45,728,000 and $46,150,000, respectively, as our best estimate of the fair value of reasonably estimable environmental remediation obligations net of estimated recoveries and obligations to remove USTs. Environmental liabilities are accreted for the change in present value due to the passage of time and, accordingly, $627,000 and $774,000 of net accretion expense was recorded for the quarters ended March 31, 2013 and 2012, respectively, which is included in environmental expenses. In addition, during the quarters ended March 31, 2013 and 2012, we recorded credits aggregating $352,000 and $512,000, respectively, to environmental expenses where decreases in estimated remediation costs exceeded the depreciated carrying value of previously capitalized asset retirement costs. Environmental expenses also include project management fees, legal fees and provisions for environmental litigation loss reserves.

During the quarters ended March 31, 2013 and 2012, we increased the carrying value of certain of our properties by $1,840,000 and $1,459,000, respectively, due to increases in estimated remediation costs. The recognition, and subsequent changes in estimates, in environmental liabilities and the increase or decrease in carrying value of the properties are non-cash transactions which do not appear on the face of the consolidated statements of cash flows. Capitalized asset retirement costs are being depreciated over the estimated remaining life of the underground storage tank, a ten year period if the increase in carrying value related to environmental remediation obligations or such shorter period if circumstances warrant, such as the remaining lease term for properties we lease from others. Depreciation and amortization expense included in our consolidated statements of operations for the quarters ended March 31, 2013 and 2012 include $778,000 and $1,809,000, respectively, of depreciation related to capitalized asset retirement costs. Capitalized asset retirement costs were $20,981,000 and $23,549,000 as of March 31, 2013 and December 31, 2012, respectively.

We cannot 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 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.

In view of the uncertainties associated with environmental expenditure contingencies, we are unable to estimate ranges in excess of the amount accrued with any certainty; however, we believe it is possible that the fair value of future actual net expenditures could be substantially higher than amounts currently recorded by us. Adjustments to accrued liabilities for environmental remediation obligations will be reflected in our 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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Shareholders' Equity - Additional Information (Detail) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Equity [Abstract]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	0	0

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General - Schedule of Earnings Per Share (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Earnings from continuing operations	$ 5,642	$ 5,560
Less dividend equivalents attributable to restricted stock units outstanding	(59)
Earnings from continuing operations attributable to common shareholders used for basic earnings per share calculation	5,583	5,560
Discontinued operations	4,708	925
Net earnings attributable to common shareholders used for basic earnings per share calculation	$ 10,291	$ 6,485
Weighted-average number of common shares outstanding:
Basic	33,397	33,394
Stock options
Diluted	33,397	33,394
Restricted stock units outstanding at the end of the period	296	219