ASSET PURCHASE AGREEMENT

EXHIBIT 10.3 ASSET PURCHASE AGREEMENT AMONG POWER TEST CORP. (NOW KNOWN AS GETTY PROPERTIES CORP.), TEXACO INC., GETTY OIL COMPANY AND GETTY REFINING AND MARKETING COMPANY, DATED AS OF DECEMBER 21, 1984.

[Conformed Copy - As Executed]

TABLE OF CONTENTS

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                    THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated December 21, 1984, is between POWER TEST CORP., a Delaware corporation (“Buyer”), and TEXACO INC., a Delaware corporation (“Texaco”), GETTY OIL COMPANY, a Delaware corporation (“GOC”) and GETTY REFINING AND MARKETING COMPANY, a Delaware corporation (“GRMC”).

                    WHEREAS, Texaco has acquired by merger GOC, which is now an indirect wholly-owned subsidiary of Texaco and the indirect owner, through its subsidiary GRMC, of the Operation (as hereinafter defined), subject to the terms of the Agreement Containing Consent Order between Texaco and the Federal Trade Commission (the “FTC”), dated July 10, 1984 (the “Consent Decree”);

                    WHEREAS, GOC is the owner of the Trademarks (as hereinafter defined) and GRMC conducts the Operation and owns the Assets (as hereinafter defined), other than the Trademarks, of the Operation and GOC and GRMC are hereinafter together referred to as the “GOC Group”;

                    WHEREAS, Texaco, GOC and GRMC desire to sell and Buyer desires to purchase those assets of the GOC Group consisting of the petroleum marketing operations (the “Operation”) of the GOC Group located in the jurisdictions of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland, West Virginia, Virginia and the District of Columbia (the “Territory”) for the consideration provided herein;

                    WHEREAS, Buyer and Texaco entered into a legally binding Memorandum of Agreement dated January 27, 1984 with respect to the purchase and sale of the Operation (the “Memorandum of Agreement”) wherein Texaco and Buyer agreed, notwithstanding the legally binding nature of the Memorandum of Agreement, to execute a more detailed acquisition agreement which when executed and delivered would supersede the Memorandum of Agreement; and

                    WHEREAS, this Asset Purchase Agreement, together with the Related Agreements (as hereinafter defined), Exhibits and Schedules contemplated herein, is the more detailed acquisition agreement contemplated by, and is intended to supersede, the Memorandum of Agreement (except it is not intended to supersede the provisions of Paragraph 23 of the Memorandum of Agreement respecting confidentiality);

                    NOW, THEREFORE, the parties agree as follows:

                    1. Sale and Transfer of Assets . (a) Subject to the terms and conditions of this Agreement, the GOC Group will sell, convey, assign, transfer and deliver, and Texaco will cause to be sold, conveyed, assigned, transferred and delivered, to Buyer and Buyer will purchase, or cause to be purchased as provided in Section 2(a) herein, at the Closing (as hereinafter defined) all of the assets of the Operation existing at the Closing Date (as hereinafter defined) including, without limitation, the following assets (the “Assets”):

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                    (b) Notwithstanding anything herein to the contrary, the transaction contemplated by this Agreement does not include (i) the transfer to Buyer by GRMC of the accounts receivable, other than the Dealer Amortizations, of the Operation which originate prior to the Closing Time (as hereinafter defined) (the “Receivables”); or (ii) the transfer to Buyer by the GOC Group of the excluded assets listed in Exhibit E hereto.

                    (c) In addition, certain Assets may be excluded or included under the following provisions:

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                    2. (a) Estimated Purchase Price; Subordinated Note . The aggregate estimated purchase price of the Assets shall be $69,077,660 plus the value of petroleum products included in Inventory at Closing Time, subject to increase or decrease as provided in Section 2(b) herein. At the Closing, Power Test Realty Company Limited Partnership, a limited partnership organized under the laws of the State of New York (the “Realty Company”), shall purchase all of the service stations and distribution terminals which are owned in fee by GRMC, including the pumps and all fixtures thereon and appurtenances thereto (the “Fee Properties”), and all of the personal property and equipment located at the Leased Stations and third party locations, including pumps, tanks and furniture, and all motor vehicles and other rolling stock owned by GRMC wherever located (the “Marketing Equipment”). Buyer shall purchase all of the other Assets being transferred hereunder. At the Closing, Buyer shall, or

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shall cause the Realty Company to, deliver (i) a negotiable, subordinated promissory note of the Realty Company payable to GRMC in the principal amount of $35 million (the “Subordinated Note”) which shall be non-recourse with respect to Buyer and (ii), by wire transfer to GRMC, the balance of the aggregate estimated purchase price (subject to any decrease in accordance with Section 8(c) herein) in immediately available funds. The Subordinated Note shall mature six years after the Closing Date with the principal amount payable in eight equal installments on the last business day of each three month period beginning in the fifth year after the date of issuance thereof. The Subordinated Note shall be subordinated only to $35 million principal amount, plus accrued interest, of first mortgage debt (and any renewals or extensions thereof) which debt, and any renewals or extensions thereof, may consist of one or more first mortgages on the Fee Properties aggregating not more than $35 million, incurred by such Realty Company to purchase such assets at the Closing. Such Subordinated Note shall bear interest on the unpaid principal amount thereof at the prime commercial lending rate set by Manufacturers Hanover Trust Company as it may float from time to time (the “Prime Rate”) minus 200 basis points, payable quarterly in arrears, and shall be secured by: (i), at GRMC’s expense (except that Buyer shall pay all mortgage recording taxes), second mortgage liens and security interests on the Fee Properties conveyed to the Realty Company (the “Second Mortgages and Deeds of Trust”),

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evidenced by one or more instruments containing covenants customarily required by institutional investors, including, without limitation, the terms required by the Realty Company’s lender; and (ii) first security interests and liens on the Marketing Equipment evidenced by one or more mutually satisfactory security agreements (the “Security Agreements”) (the Security Agreements together with the Second Mortgages and Deeds of Trust are hereinafter referred to as the ‘Security Instruments”). Texaco and GRMC understand that the Realty Company, and not Buyer itself, shall be the mortgagor and debtor under such Security Instruments, and that GRMC, together with the Realty Company’s lender, will enter into customary non-disturbance agreements with respect to the leases (which shall be subordinate to the Second Mortgages and Deeds of Trust) to be entered into between the Realty Company (as lessor) and the Buyer (as lessee) with respect to the Fee Properties (the “PT Leases”). Texaco and GRMC further understand that the Subordinated Note will not be registered under the Securities Act of 1933, as amended, and that the Realty Company will have no obligation to so register the Subordinated Note.

                    (b) Adjustment to Purchase Price . The final purchase price for all of the Assets hereunder shall consist of the sum of:

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CONFIDENTIAL

Omitted and filed separately with the
Securities and Exchange Commission.

                    Any resulting adjustment to the aggregate estimated purchase price set forth in Section 2(a) herein shall be made by wire transfer of immediately available funds not later than ninety (90) days after the Closing Date and the amount of such adjustment shall bear interest at the Prime

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Rate minus 200 basis points from the Closing Date to the date of such payment.

                    (c) Value of Leased Stations and Equipment; Appraisals . (i) The value of the Leased Stations for purposes of this Agreement shall be deemed to be zero. The value of the underground tanks and other personal property (other than motor vehicles and other rolling stock) located at the Fee Properties shall be determined by the appraisals referred to below in this Section 2(c)(i). The value of the underground tanks located at the Leased Stations and at dealer/contract and consumer accounts for purposes of this Agreement shall be deemed to be $2.6 million. The value of all other equipment located on the Closing Date at Leased Stations, distributor, dealer/contract and consumer accounts and at third party locations shall be determined by applying the unit prices for such equipment as set forth in Exhibit C. GRMC’s present estimated aggregate value of such other equipment is $5 million. The value of all furniture, office equipment, supplies and other personal property located on the Closing Date at the distribution terminals transferred to Buyer hereunder shall be determined by applying the unit prices set forth in Exhibit C. GRMC’s present estimated value of such equipment is $250,000. The value of all motor vehicles and other rolling stock shall be the aggregate value of such equipment as more fully set forth in Exhibit C hereto subject to adjustment based on the vehicles and other rolling stock actually delivered to Buyer on the Closing

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Date. As of the date hereof, the aggregate value of the vehicles and other rolling stock listed on Exhibit C is $1,499,915. The value of all of the service stations and distribution terminals listed on Exhibit C hereto shall be determined by appraisals based on current use as a service station or distribution terminal, as the case may be, prepared by reputable appraisers jointly selected by GRMC and Buyer and satisfactory to Buyer’s or the Realty Company’s lenders, at GRMC’s expense. Such appraisals shall set forth the current fair market value of the Properties (without deduction for the amount of any debts, security interests or liens on such Properties), except that service stations or distribution terminals which are not on the date hereof in active use shall be appraised based on their highest and best use. The parties hereto acknowledge and agree that they have received copies of such appraisals, a summary schedule of which has been heretofore delivered to the parties, and that the results of such appraisals are accepted by them for purposes of this Agreement, except as noted on the summary schedule. In addition, on or before the Closing, Buyer and GRMC will agree on values of all personal property, equipment and fixtures, other than that which is described above in this Section 2(c)(i) and the Inventory which is to be valued at the Closing Time in accordance with the provisions of Sections 2(b) (iii), (iv) and (v) herein; provided , however , that if Buyer and GRMC are unable to agree on such values then, promptly after the Closing, appraisals shall be prepared by reputable appraisers (who may

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be employees or representatives of Buyer and GRMC) selected by GRMC and Buyer, at GRMC and Buyer’s joint expense covering all the property described in this sentence.

                    (ii) The amounts set forth in the appraisals provided for in Section 2(c)(i) shall be binding upon the parties for purposes of determining the purchase price hereunder; provided , however , that either Buyer or GRMC may object to any appraisal and request that such appraisal be submitted to arbitration. If arbitration is requested, each of Buyer and GRMC may at its own expense select its own reputable licensed appraiser who shall appraise the property in question, end the appraisal(s) of the new appraiser(s) shall be averaged with the original appraisal, such average amount to be binding on the parties.

                    (iii) In the event that the aggregate amount of the values of the Properties to be transferred at Closing pursuant to this Section 2(c), after giving effect to the adjustments required by Section l(c) herein, is (A) less than $75 million, the purchase price under this Section 2 shall be reduced by an amount equal to the difference between $75 million and the aggregate amount of such appraised values; or (B) greater than $75 million, the purchase price under this Section 2 shall be increased by an amount equal to 50% of the difference between $75 million and the aggregate amount of such appraised values.

                    (d) Reimbursement of Purchase Price . Except as provided in Sections l(c)(vii) and 2(b)(vi) herein, the parties agree that GRMC shall reimburse Buyer or the Realty

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Company for one-half of that amount of the purchase price (without any interest) for which Buyer or the Realty Company is not otherwise reimbursed in respect to any assets purchased and paid for by Buyer or the Realty Company hereunder in the event that Buyer or the Realty Company is compelled by any court, agency or other authority, whether state, federal, local or otherwise, to convey, assign or transfer such assets to any distributor or service station dealer. It is specifically agreed by the parties hereto that in such event reimbursement of the purchase price as set forth herein or an adjustment to the final purchase price as provided in Sections 1(c)(vii) and 2(b)(vi) herein shall be Buyer’s and the Realty Company’s sole remedy against Texaco, GOC or GRMC.

                    3. Assumption of Liabilities and Obligations . (a) Buyer agrees that at the Closing (i) it, or the Realty Company, as the case may be, will purchase the Assets and (ii) it will accept the assignment of the Leases, Contracts and Permits and assume all of the obligations set forth in the Leases (including the liability for lessee security deposits), Contracts and Permits, and execute an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”).

                    (b) Buyer, Texaco and GRMC agree that, if any of the Properties, including equipment, are encumbered by mortgage debt or other security interest or lien, such information shall be disclosed by Texaco and GRMC in Exhibit J hereto and Buyer, or the Realty Company, as the case may be,

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shall, at its option, either assume the underlying debt and the lien (but only if GRMC is released and discharged from such debt) or require GRMC to discharge, and Texaco to cause the discharge of, such debt and lien, in which case Buyer or the Realty Company, as the case may be, will pay GRMC, in cash, whatever amount is required to satisfy such debt (not in excess of the principal amount of such debt plus accrued interest, any such excess to be paid by GRMC) and release and discharge such lien.

                    (c) Except as set forth above in this Section 3, Buyer and the Realty Company will assume no other liabilities, whether direct or contingent, known or unknown, or disclosed in any Exhibit or Schedule to this Agreement, relating to the Operation.

                    4. Instruments of Conveyance and Transfer; Title Insurance . (a) Conveyance of the real property at the Closing shall be made by special warranty deeds (or the equivalent instruments in the jurisdiction where such real property is located) (the “Deeds”) fully insurable by the title insurance company or companies referred to below; and GRMC shall pay for and affix any documentary taxes which may be required, and shall pay all recording fees and state or local real property gains or transfer taxes (provided that Buyer shall pay all mortgage recording taxes) arising as a result of such conveyances. Real property taxes, personal property taxes, lease rentals (paid or collected) and utilities shall be prorated at the Closing. Such Deeds shall be accompanied by commitments for ALTA title insurance policies

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in minimum amounts determined by GRMC for the real property, issued by a reputable title insurance company or companies, to be selected by GRMC and obtained at GRMC’s expense, together with a current survey, obtained at GRMC’s expense, of the real property, issued by a duly certified surveyor, acceptable (such that no survey exception will be taken) to the title insurance company issuing the title insurance commitments. It is further understood and agreed that GRMC and Buyer shall share equally in the expense of any title insurance in excess of minimum amounts required for such commitments, covering the Realty Company as the owner in amounts up to the aggregate purchase price of such real property under this Agreement and GRMC as the original holder of the Second Mortgages and Deeds of Trust in amounts aggregating up to $35 million.

                    (b) Conveyances of the personal property at the Closing (including the Inventory) shall be made by Bills of Sale mutually acceptable to Buyer and GRMC (the “Bills of Sale”), and GRMC shall pay all state or local gains or transfer taxes in connection therewith, except as provided in the last sentence of Section 16(b) herein. Such Bills of Sale conveying the personal property (other than the Inventory) may disclaim any warranty other than the warranty of title and may state that such personal property is transferred “AS IS” and “WHERE IS” and “WITHOUT ANY WARRANTIES OF FITNESS AND MERCHANTABILITY.”

                    (c) In addition, at the Closing, GRMC shall deliver to Buyer such endorsements, assignments and other good

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and sufficient instruments of conveyance and transfer, in form and substance satisfactory to Buyer and its counsel, as are effective to transfer to Buyer or the Realty Company, as the case may be, all of GRMC’s right, title and interest in the balance of the Assets free and clear of any lien, security interest, charge or encumbrance (but only if, and to the extent that, payment of money by GRMC, will discharge such lien, security interest, charge or encumbrance in accordance with its terms), subject to Section 3(b) herein.

                    (d) Simultaneously with the delivery of the instruments of conveyance under subsections (a) through (c) of this Section 4, Texaco, GOC and GRMC shall take or cause to be taken all such other steps as are required hereunder to put Buyer or the Realty Company, as the case may be, in actual possession and operating control of the Assets, subject to any leasehold interests set forth in Exhibit D hereto.

                    5. Further Assurances . Buyer and, subject to the provisions of the second sentence of Section 9(c) herein, Texaco, GOC and GRMC each will use its best efforts without further consideration to obtain as promptly as possible written consents to the transfer, assignment or sublicense to Buyer of all agreements, commitments, purchase orders, contracts, licenses, leases, rights, documents and other assets being transferred pursuant hereto where the approval or other consent of any other person may be required and has not yet been obtained. If any such approval or other con-

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sent cannot be obtained, or if the parties hereafter agree in writing that it is not in their respective best interests to obtain any such approval or other consent, the parties will enter into such other mutually satisfactory arrangements as will put the parties in substantially the same economic condition as if such approval or other consent had been obtained and the transfer effected on the Closing Date, unless Buyer shall elect, pursuant to Section 1(c) (ii) herein, not to purchase such affected property. Buyer shall cooperate with Texaco and GRMC (including, where necessary, entering into appropriate instruments of assumption as shall be agreed upon) to attempt to have GRMC released from all liability to third parties with respect to any commitments, purchase orders, agreements, contracts, licenses and leases assumed pursuant to this Agreement (the “Third Party Contracts”), but the failure of any third party, notwithstanding such cooperation, to so release GRMC upon the assumption by Buyer of the Third Party Contracts shall not relieve Texaco, GOC or GRMC of their obligations to consummate the transactions contemplated by this Agreement. The indemnification provisions contained in Sections 12 and 13 herein shall continue to apply in favor of Texaco, GOC and GRMC despite the failure, if any, of a third party to so release GRMC.

                    6. Representations and Warranties of Texaco, GOC and GRMC . Texaco, GOC and GRMC hereby, jointly and severally, represent and warrant to Buyer as follows:

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                    (a) Organization and Good Standing of Texaco, GOC and GRMC . Texaco, GOC and GRMC are each corporations duly organized, validly existing and in good standing under the laws of the State of Delaware.

                    (b) Certificate of Incorporation and By-laws . Texaco has delivered to Buyer copies of its Certificate of incorporation (certified as of a recent date by its Secretary) and its By-laws (certified as of the date hereof by its Secretary) and copies of the Certificate of Incorporation of each member of the GOC Group (certified as of a recent date by its respective Secretary) and the By-laws of each member of the GOC Group (certified as of the date hereof by its respective Secretary), all of which copies are complete and correct as of the date hereof.

                    (c) Corporate Authority . The execution, delivery and performance by Texaco, GOC or GRMC, as appropriate, of this Agreement, the Trademark License Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA Agreement and the Mutual Cancellation Agreement (the Trademark License Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA Agreement and the Mutual Cancellation Agreement, being collectively referred to as the “Related Agreements”), the Assignment and Assumption Agreement, the Deeds (and other instruments of conveyance referred to in Section 4 herein), the Bills of Sale (the Assignment and Assumption Agreement, the Deeds and related instruments of conveyance and the Bills of Sale being col-

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lectively referred to as the “Operative Documents”), the Confidentiality Agreement among Buyer, Texaco and GOC, dated February 15, 1984 (the “Confidentiality Agreement”), and the Memorandum of Agreement, including without limitation, the sale, conveyance, assignment, transfer and delivery of the Assets contemplated hereby and thereby, have been duly and effectively authorized by the Boards of Directors (or Executive Committees) of Texaco and of each Member of the GOC Group, as appropriate. No other corporate proceedings on the part of Texaco or any member of the GOC Group are necessary to authorize this Agreement, the Related Agreements, the Operative Documents, the Confidentiality Agreement or the Memorandum of Agreement or the transactions contemplated herein and therein; and this Agreement, the Confidentiality Agreement and the Memorandum of Agreement are, and the Related Agreements and the Operative Documents will be, valid and binding obligations of Texaco, GOC or GRMC, as appropriate. Except as set forth in Exhibit J hereto, neither Texaco nor any member of the GOC Group has any legal obligation, absolute or contingent, to any other person or firm to sell the Assets or to effect any merger, consolidation or other reorganization or to enter into any agreement with respect thereto. Neither the execution and delivery of this Agreement, the Related Agreements, the Operative Documents, the Confidentiality Agreement or the Memorandum of Agreement nor the consummation of the transactions contemplated hereby or thereby nor compliance by Texaco or any member of the GOC

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Group with any of the provisions hereof or thereof will (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Assets under, any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of Texaco or any member of the GOC Group or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument or obligation to which Texaco or any member of the GOC Group is a party, or by which Texaco or any member of the GOC Group or any of the Assets may be bound or affected, except for any such conflict, breach or default heretofore disclosed in writing by Texaco to Buyer as to which requisite waivers or consent shall have been obtained prior to the Closing Date, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Texaco or any member of the GOC Group or any of the Properties or Assets.

                    (d) Absence of Undisclosed Liabilities and Obligations . Except to the extent reflected in Exhibit J hereto, Texaco, GOC and GRMC do not have and will not have any liabilities or obligations with respect to the Assets or the Operation (whether accrued, absolute, contingent or

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otherwise), which are material to the Operation taken as a whole.

                    (e) Inventory . The Inventory of the Operation will consist of items of a quality and quantity usable or salable, in the normal course of the Operation’s business. On the Closing Date, the Inventory of the Operation will not be excessive in kind or amount in light of the business of the Operation done or to be done and any increase in such Inventory subsequent to the date hereof will be reasonable and warranted in the ordinary course of business of the Operation.

                    (f) Title to Properties; Absence of Liens and Encumbrances, etc . Except as otherwise disclosed in Exhibit L hereto, (i) GRMC has title to all the real and personal Properties and Inventory of the Operation, and all the Properties and Inventory are free and clear of all liens, security interests, charges and encumbrances of any nature whatsoever, except such imperfections of title and encumbrances, if any, as do not materially detract from the value, or interfere with the present use, of the Properties of the Operation or otherwise materially impair the business activities of the Operation; (ii) all Leases represented in Exhibit D hereto to be held by GRMC in connection with the Properties or the Operation are valid, binding and in full force and effect in accordance with their terms and neither Texaco nor any member of the GOC Group has any knowledge of any breaches, liens, encumbrances, easements, rights of way,

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building or use restrictions, exceptions, reservations or limitations which in any material respect interfere with or impair the present and continued use, possession or quiet enjoyment thereof in the usual and normal conduct of the business of the Operation; (iii) neither Texaco nor any member of the GOC Group has received written notice of violation of any applicable zoning or environmental regulation, ordinance or other law, order, regulation or requirement relating to the operations of, or owned or leased Properties of, the Operation and, so far as known to Texaco or any member of the GOC Group, there is no such violation; and (iv) neither Texaco nor any member of the GOC Group has received any written notice of any pending or threatened condemnation proceedings relating to any of the owned or leased Properties of the Operation.

                    (g) Lists of Contracts and Other Data . Exhibits A, A-l, B, C, D, E, J, L, M and N hereto contain in all material respects accurate lists of the information purported to be contained therein under this Agreement. Schedules A through M hereto contain in all material respects accurate lists and summary descriptions of the following as they pertain to the Operation:

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                    (h) Copies of Documents; Other Information . Texaco, GOC and GRMC have previously delivered to Buyer true and complete, in all material respects, copies of all GRMC leases, agreements, contracts, arrangements, plans and other writings referred to in Exhibits D, J, L, M and N hereto and Schedules A through M hereto.

                    Texaco, GOC and GRMC, jointly and severally, represent and warrant to Buyer that all information, not lim-

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ited to the information enumerated above, supplied on or after the date hereof is, or will be, complete and accurate in all material respects as of the date on which such information is furnished.

                    (i) Intellectual Property Rights . (i) Patents and Technology . Except for proprietary formulations for greases, motor oils and lubricants (which are excluded assets listed in Exhibit E), none of Texaco, GOC or GRMC is aware of any patent (s) or proprietary technical information existing at the Closing Date used in or necessary to continue the conduct of the business of the Operation. Should any such patent(s) or information come to the attention of Texaco or the GOC Group, Texaco agrees to grant, to the extent Texaco has the legal right to do so, to Buyer the right to continue the Operation under such patent rights of the GOC Group and to use solely in the Operation such information of the GOC Group as previously used. No infringement or other proceedings have been instituted against or claims received by Texaco or any member of the GOC Group in respect of the Operation or the Assets, nor does Texaco or any member of the GOC Group have any knowledge of any infringement or claim of infringement based upon a third party patent, patent application, license, invention, trade secret or technical assistance arrangement.

                    (ii) Trademarks and Copyrights . (A) Except for the trademark “Veedol” which is an excluded asset listed in Exhibit E, Schedule M hereto is a complete list of all

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trademarks and State and Federal applications and registrations thereof, tradenames (except for tradenames employed by dealers or distributors which incorporate the name “Getty” with the permission of GOC or GRMC), copyrights and licenses of trademarks used in, necessary to the conduct of or otherwise relating to the business of the Operation (collectively the “Trademarks”); (B) all of the Trademarks are valid and in full force and effect; (C) no infringement or other proceedings have been instituted against, or claims received by, Texaco or any member of the GOC Group with respect to the Trademarks, nor, to the knowledge of Texaco or any member of the GOC Group are any such proceedings relating to the Trademarks threatened alleging any such violation nor does Texaco or any member of the GOC Group know of any basis for any such proceeding or claim; (D) except as set forth in Exhibit M hereto, to the knowledge of Texaco and each member of the GOC Group, there is no infringement of the Trademarks by any third party or adverse claim by any third party to the Trademarks or entitlement of any third party to royalties from the use of the Trademarks; (E) as of the time of the Closing no other party or person other than Texaco or the members of the GOC Group has a right to use the Trademarks; and (F) all of the right and authority of Texaco and each member of the GOC Group to use the Trademarks in the conduct of the Operation’s business is freely and fully licensable by them to Buyer as the purchaser of the Assets and business of the Operation.

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                    (j) Insurance . All policies of insurance (or renewals thereof) set forth in Schedule B hereto are outstanding and duly in force on the date hereof. Such policies (which are excluded assets listed in Exhibit E) insure against such losses and risks as are adequate in the judgment of GRMC to protect the properties and business of the Operation. Neither Texaco nor any member of the GOC Group has received any notice or recommendation from any insurer or agent of such insurer that substantial capital improvements or other expenditures should be made in order to continue such insurance.

                    (k) Litigation . Except as disclosed in Exhibit M hereto, (i) there is no (A) litigation, proceeding, labor dispute (other than routine grievance procedures), arbitration or government investigation pending or, so far as known to Texaco or any member of the GOC Group, threatened against Texaco or any member of the GOC Group with respect to the business of, or otherwise relating to, (v) the Operation, (w) the Assets, (x) the Trademarks, (y) the transactions contemplated by this Agreement, or (z) personnel employed in the Operation with reference to actions taken by them in such capacities, nor (B) valid basis known to Texaco or any member of the GOC Group for any litigation of the type described in clause (A) above, proceeding or investigation which if adversely determined could, in any one case or in the aggregate, have a material adverse effect on the business of the Operation or the Assets taken as a whole; and

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(ii) there are no decrees, injunctions or orders of any court or governmental department or agency outstanding against Texaco or any member of the GOC Group with respect to the business of the Operation.

                    (1) Compliance with Laws . Texaco and each member of the GOC Group have complied in all material respects with all applicable statutes, regulations, orders, ordinances and other laws of the United States of America and all state and local governments, and agencies of any of the foregoing as they relate in any respect to the Operation or any of the Assets, including the Petroleum Marketing Practices Act (“PMPA”) and any similar state or local government law, regulation or ordinance pertaining to service stations, and the Environmental Cleanup Responsibility Act of New Jersey (“ECRA”). Except as set forth in Exhibit M hereto, neither Texaco, GOC nor GRMC has received any written notice to the effect that, or otherwise been advised in writing that, any one of them is not in compliance with any of such statutes, regulations and orders, ordinances or other laws as they relate in any material respect to the Operation or any of the Assets, taken as a whole, and none has any reason to anticipate that any presently existing circumstances are likely to result in violations of any such regulations which could, in any one case or in the aggregate, have a material adverse effect on the business of the Operation or the Assets, taken as a whole. To the best of Texaco’s, GOC’s and GRMC’s knowledge, except as set forth in Exhibit N hereto,

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there is not presently pending any proceeding, hearing or investigation with respect to the adoption of amendments or modifications to existing laws or ordinances, regulations or restrictions with respect to such matters which, if adopted, would materially adversely affect the Assets or present business of the Operation, taken as a whole.

                    (m) No Brokers . Neither Texaco nor any member of the GOC Group has contacted or had any dealings with or entered into, and will not enter into, any agreement, arrangement or understanding with any broker, leasing agent, finder or similar person or entity with respect to this Agreement and the transaction contemplated herein which will result in the obligation of Buyer or Texaco or any member of the GOC Group to pay any finder’s fee, brokerage commission or similar payment in connection with the transaction co