§ 199-i. Dealers' rights to transfer, assign or dispose of the
franchise upon notice to distributor. 1. Every franchise agreement and
any other lease or agreement in connection therewith between a
distributor and a dealer shall be transferable or assignable at the
option of the dealer provided the distributor consents to such
assignment, which consent shall not be unreasonably withheld. A proposed
assignee shall meet the reasonable standards normally required by the
distributor or its prospective dealers, including, but not limited to:
(a) experience and qualifications; (b) credit rating; (c) financial
resources; (d) moral character; and (e) operation by the assignee of not
more than two dealerships with the distributor from whom consent is
requested. Prior to any transfer or assignment, the dealer shall notify
the distributor of an intention to transfer or assign such franchise by
written notice of intent setting forth the prospective assignee's name,
address, statement of financial qualification and business experience
during the previous five years. The distributor shall, within sixty days
after receipt of such notice of intent, give written notice to the
dealer of its consent or objection to such transfer or assignment. If
the distributor objects to the transfer or assignment, it shall state
its reasons therefor. If the distributor does not reply within the
specified sixty days, approval of the transfer or assignment shall be
deemed granted. Such transfer or assignment shall not be valid until
the assignee agrees in writing to comply with all the requirements of
the franchise and any other lease or agreement in connection therewith
then in effect.

A dealer may not exercise the right of assignment or transfer after he
has been notified of termination or non-renewal of the franchise
agreement for cause as described in the federal petroleum marketing
practices act unless the notice of intent to assign or transfer under
this section has been delivered to the distributor prior to the dealer's
receipt of such notice of termination or non-renewal.

2. (a) Upon the death of the dealer, the franchise and any lease or
other agreement in connection therewith shall devolve to the designated
successor of such dealer, provided that prior to his death, the dealer
has notified the distributor in writing of the name, address and
relationship of the designated successor and the designated successor
meets the qualifications specified in subdivision one of this section at
the time of the dealer's death. For the purpose of this subdivision, the
term "designated successor" shall include one or more of the following
persons: (i) the surviving spouse; (ii) the adult child or children of
the deceased dealer; and (iii) any adult next-of-kin of the deceased
dealer who has actively participated in the dealership for at least
twelve months preceding the dealer's death. The twelve month period need
not be continuous.

Upon the death of the dealer, the designated successor shall promptly
assume operation of the franchise and shall be responsible for the
operation of the franchise in accordance with the terms and conditions
of the deceased dealer's franchise, pending acceptance by the
distributor of the designated successor. The distributor may assist the
designated successor with the operation of the station in a supervisory
capacity at its own expense. Within twenty days after the dealer's
death, the designated successor shall give written notice to the
distributor of his or her election to assume and operate the franchise,
which shall include the information required in subdivision one of this
section, and shall also notify the distributor concerning what
arrangements have been made for the operation of the franchise pending
the acceptance or rejection of the designated successor. Within forty
days after such notification, the distributor shall give written notice
to the designated successor of its approval or disapproval of the
designated successor. If the distributor does not approve the designated
successor, it shall state its reasons therefor. If the distributor does
not reply within the specified forty day period, approval of the
designated successor shall be deemed granted.

(b) In the event that the distributor has timely objected to the
designated successor, the personal representative or next-of-kin of the
deceased dealer may, within sixty days from receipt by the designated
successor of the notice of disapproval, elect to transfer or assign the
franchise in accordance with the provisions of subdivision one of this
section. Such an election shall be made by giving written notice to the
distributor of the election within twenty days after the receipt by the
designated successor of the notice of disapproval. Written notice shall
be given to the distributor of the intention to transfer or assign the
franchise in accordance with the provisions of subdivision one of this
section prior to the expiration of such sixty day period. Pending such
a transfer or assignment, the distributor may assume full operation of
the franchise for its own account, in which event it shall account to
the personal representative of the deceased dealer for any inventory,
assets and personal property of any kind on the premises at the time the
distributor accepts possession of the franchise.

(c) In the event that the deceased dealer has not designated a
successor or the designated successor has not elected to assume and
operate the franchise, the personal representative or next-of-kin of the
deceased dealer may, within one hundred twenty days after the dealer's
death, elect to transfer the franchise in accordance with the provisions
of subdivision one of this section. Such an election shall be made by
giving written notice to the distributor of such an election within
twenty days after the dealer's death. Written notice shall be given to
the distributor of the intention to transfer or assign the franchise in
accordance with the provisions of subdivision one of this section prior
to the expiration of such one hundred twenty day period. Within twenty
days after the dealer's death, the personal representative or
next-of-kin shall also give written notice to the distributor concerning
what arrangements have been made for the operation of the franchise
pending the transfer or assignment. Pending such a transfer or
assignment, the distributor may elect to assume full operation of the
franchise for its own account, in which event it shall account to the
personal representative of the deceased dealer for any inventory, assets
and personal property of any kind on the premises at the time the
distributor accepts possession of the franchise.

(d) No franchise by succession or assignment pursuant to this section
shall be valid unless and until the designated successor or assignee
agrees in writing to comply with all of the requirements of the
franchise and any other lease or agreement in connection therewith then
in effect.

3. This section shall not apply to any franchise until the dealer has
operated the service station pursuant to a franchise agreement with the
distributor for a continuous three year period, which period shall
include the term of any franchise in effect prior to or on the effective
date of this section and the term of any franchise transferred to a
designated successor pursuant to paragraph (a) of subdivision two
hereof.

4. Notice of transfer or assignment and notice of objections stating
the reasons therefor may be transmitted by any method of personal
service established under article three of the civil practice law and
rules, or by mailing same by certified or registered mail to the party
to be notified at their actual place of business. Notice by mailing
shall be deemed made when deposited in a post office or official
depository of the United States postal service.

5. Upon receipt of the written notice of objection with reasons
therefor, as provided in subdivisions one and two of this section, a
dealer, designated successor or the personal representative or
next-of-kin of the deceased dealer may bring an action against a
distributor in any court of competent jurisdiction for wrongfully
impeding the transfer or assignment of a franchise, provided that any
such action must be commenced within one year following receipt of such
notice of objection. The court, upon finding that the stated reasons for
objection are arbitrary, capricious or unreasonable, may award money
damages and grant such equitable relief as it deems proper.

6. In the event that any of the time periods referred to herein are
not met by a dealer, assignee, designated successor, personal
representative or next-of-kin, the franchise shall terminate.