Hazardous Waste And Pmpa Indemnification Agreement

Amended and Restated Hazardous Waste and PMPA
Indemnification Agreement


This Amended and Restated Hazardous Waste and PMPA Indemnification Agreement is made as of the 31st day of October, 1995, among Getty Petroleum Corp. ("Getty"), Power Test Realty Company Limited Partnership ("the Borrower") and Fleet Bank of Massachusetts, N.A. (the "Bank").


WITNESSETH:


WHEREAS, the Borrower duly authorized, executed and delivered to the Bank of New England, N.A. ("BNE") a Loan Agreement dated as of December 10, 1986, as amended by Amendment No. 1 to Loan Agreement dated as of November 30, 1989 (the "Original Loan Agreement") which provided, upon certain terms and conditions, for the making of loans (the "Loans") by BNE to the Borrower, which Loans are secured by mortgages to BNE of certain gasoline service station properties (the "Stations") owned by the Borrower;


WHEREAS, the Borrower, Getty and BNE entered into a Hazardous Waste Indemnification Agreement dated as of December 10, 1986, as amended by Amendment No. 1 to Hazardous Waste Indemnification Agreement dated as of November 30, 1989, pursuant to the Original Loan Agreement, which the parties hereto desire to amend and restate;


WHEREAS, the Borrower has duly authorized, executed and delivered to the Bank an Amended and Restated Loan Agreement of even date herewith (the "Amended Loan Agreement") which amends and restates the Original Loan Agreement;


WHEREAS, the Bank is the successor by name change to Fleet National Bank of Boston, which was the successor in interest to the Federal Deposit Insurance Corporation, as Receiver for New Bank of New England, N.A., which was the successor in interest to the Federal Deposit Insurance Corporation, as Receiver for BNE;


WHEREAS, the Borrower is the lessor of certain Stations leased to Getty, and Getty is obligated to indemnify the Borrower pursuant to the Leases (as defined in the Amended Loan Agreement);


2


WHEREAS, the Bank is not willing to refinance the Loans to the Borrower pursuant to the Amended Loan Agreement unless, and it is accordingly an express condition precedent to the refinancing of the Loans that Getty shall agree to indemnify the Borrower and the Bank for any and all losses, claims or liabilities arising with regard to any hazardous wastes or environmental damage or hazards attributable to or occurring at, or on the premises of, any Station and any loss resulting from any litigation or governmental proceedings of any kind involving allegations of any violation of the Petroleum Marketing Practices Act or any other law in connection with the acquisition of the Stations by Getty or the Borrower or any related entity;


WHEREAS, in order to induce the Bank to refinance the Loans to the Borrower, Getty has agreed to enter into this Agreement;


NOW THEREFORE, in consideration of these premises, and as an inducement to the Bank to refinance the Loans, Getty agrees with the Borrower and the Bank as follows:


1. All capitalized terms not defined herein shall have the meanings ascribed to them in the Amended Loan Agreement.


2. Getty hereby absolutely and unco ...