P R E M I S E SAsset Purchase Agreement • March 27th, 2003 • Getty Realty Corp /Md/ • Real estate • Massachusetts
SUMMARYServices Agreement • May 3rd, 1999 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • New York
1 THIRD AMENDMENT TO THELoan Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • Massachusetts
Getty Realty Corp. 4,100,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 14th, 2017 • Getty Realty Corp /Md/ • Real estate • New York
Getty Realty Corp., a Maryland corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,100,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 615,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
TERMS AGREEMENTTerms Agreement • July 30th, 2001 • Getty Realty Corp /Md/ • Real estate
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 23rd, 2001 • Getty Realty Corp /Md/ • Real estate • New York
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock and Series A Participating Convertible Redeemable Preferred Stock of Getty Realty Corp. dated as of February...Joint Filing Agreement • February 13th, 2007 • Getty Realty Corp /Md/ • Real estate
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock and Series A Participating Convertible Redeemable Preferred Stock of Getty Realty Corp. dated as of February 28, 2002, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 24th, 2018 • Getty Realty Corp /Md/ • Real estate • New York
FIRST AMENDMENT, dated as of September 19, 2018 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 23, 2018 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”), among Getty Realty Corp., a Maryland corporation, as Borrower, certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, the lenders from time to time party thereto (the “Lenders”), the L/C Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent and Swing Line Lender thereunder (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
1 EXHIBIT 10.19 [LOGO] Getty -------------------------------------------------- ------------------------------ GETTY REALTY CORP. o 125 JERICHO TURNPIKE o JERICHO, NY 11753 o (516) 338-6000 April 8, 1997 125 Jericho Turnpike Jericho, New York 11753...Change of Control Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
1 EXHIBIT 10.13 GUARANTY AGREEMENT This GUARANTY AGREEMENT (this "GUARANTY"), dated as of January 30, 1998, by and between GETTY REALTY CORP., a Maryland corporation having its principal place of business at 125 Jericho Turnpike, Jericho, New York...Guaranty Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 25th, 2019 • Getty Realty Corp /Md/ • Real estate • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of March 23, 2018, among GETTY REALTY CORP., a Maryland corporation (the “Borrower”), certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.
1 CONSOLIDATED, AMENDED AND RESTATED MASTER LEASE DATED AS OFMaster Lease • December 15th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • New York
DISTRIBUTION AGREEMENTDistribution Agreement • March 9th, 2018 • Getty Realty Corp /Md/ • Real estate • New York
adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect or is of a character required to be disclosed in the Registration Statement and the Prospectus which is not adequately disclosed or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus [Add the following if opinion is delivered in connection with a Terms Agreement-- the General Disclosure Package and].
FORWARD CONFIRMATIONForward Confirmation • August 9th, 2024 • Getty Realty Corp /Md/ • Real estate
The purpose of this letter agreement (this “Forward Confirmation”) is to confirm the terms and conditions of the transaction entered into between KeyBanc Capital Markets Inc. (“Party A”) and Getty Realty Corp. (“Party B”) on the Trade Date specified below (the “Transaction”) in connection with the Underwriting Agreement dated July 29, 2024 between Getty Realty Corp., the several underwriters party thereto, KeyBanc Capital Markets Inc. as forward purchaser and forward seller, J.P. Morgan Securities LLC as forward seller, JPMorgan Chase Bank, National Association as forward purchaser, Bank of America, N.A. as forward purchaser and BofA Securities, Inc. as forward seller (the “Underwriting Agreement”). This letter agreement constitutes a “Confirmation” as referred to the Agreement (as defined below).
WITNESSETH:Contract for Sale and Purchase • March 16th, 2007 • Getty Realty Corp /Md/ • Real estate • Florida
Exhibit 21. Subsidiaries of the Company.Exhibit 21 • March 30th, 2001 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
1 GUARANTY AGREEMENT This GUARANTY AGREEMENT (this "GUARANTY"), dated as of March 1, 2000, by and between GETTY PROPERTIES CORP., a Delaware corporation having its principal place of business at 125 Jericho Turnpike, Jericho, New York 11753 (the...Guaranty Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
3. Realty hereby affirms and acknowledges (i) the continued validity of the Guaranty Agreement and its absolute, 2 -2-Guaranty Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • Massachusetts
1 EXHIBIT 10.10 AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of October 27, 1995, by and between GETTY PETROLEUM CORP., a Delaware corporation having its principal place of business at 125 Jericho Turnpike, Jericho, New York 11753 (the...Guaranty Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
RECITALSRestricted Stock Unit Agreement • March 16th, 2005 • Getty Realty Corp /Md/ • Real estate
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York
TERM LOAN CREDIT AGREEMENT Dated as of October 17, 2023 among GETTY REALTY CORP., as the Borrower, CERTAIN SUBSIDIARIES OF GETTY REALTY CORP. FROM TIME TO TIME PARTY HERETO, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE...Term Loan Credit Agreement • October 26th, 2023 • Getty Realty Corp /Md/ • Real estate • New York
Getty Realty Corp. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 3rd, 2023 • Getty Realty Corp /Md/ • Real estate • New York
Each of Getty Realty Corp., a Maryland corporation (the “Company”), BofA Securities, Inc. and J.P. Morgan Securities LLC (each, in its capacity as agent for its affiliated Forward Purchaser (as defined below) in connection with the offering and sale of any Borrowed Shares (as defined below), a “Forward Seller” or collectively, the “Forward Sellers”), in connection with (i) the letter agreement dated the date hereof between the Company and Bank of America, N.A., and (ii) the letter agreement dated the date hereof between the Company and JPMorgan Chase Bank, National Association (each such letter agreement, an “Initial Forward Sale Agreement,” and together, the “Initial Forward Sale Agreements,” and Bank of America, N.A. and JPMorgan Chase Bank, National Association, in their capacities as counterparties to the respective Forward Sale Agreements, the “Forward Purchasers”) relating to the forward sale by the Company, subject to the Company’s right to elect Physical Settlement, Cash Settle
1 EXHIBIT 10.23 (b) TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (together with all Schedules attached hereto and made a part hereof, this "License Agreement"), effective as of the Restatement Effective Date (as defined in the Master...Trademark License Agreement • December 15th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • New York
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 29th, 2021 • Getty Realty Corp /Md/ • Real estate • New York
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [ ] (the “Grant Date”), between Getty Realty Corp. (the “Company”), and NAME (“Holder”).
WITNESSETH:Hazardous Waste and Pmpa Indemnification Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
SECOND AMENDED AND RESTATED MASTER NOTE $22,619,574.61 Date: March 1, 2000 FOR VALUE RECEIVED, the undersigned, POWER TEST REALTY COMPANY LIMITED PARTNERSHIP, a limited partnership organized under the laws of New York (hereinafter, together with its...Master Note • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
MASTER LAND AND BUILDING LEASE (Pool 2) * between GTY-Pacific Leasing, LLC, a Delaware limited liability company, as LANDLORD and Apro, LLC, a Delaware limited liability company as TENANT June 3, 2015Master Land and Building Lease • August 10th, 2015 • Getty Realty Corp /Md/ • Real estate • California
THIS MASTER LAND AND BUILDING LEASE (this “Lease”) is made and entered into as of June 3, 2015 (the “Commencement Date”), by and between GTY-Pacific Leasing, LLC, a Delaware limited liability company (“Landlord”) and Apro, LLC, a Delaware limited liability company (“Tenant”).
WITNESSETH:Three Party Lease Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
SEE SECTION 21 REGARDING NOTICE TO THE COMPANYNote Purchase and Guarantee Agreement • October 25th, 2019 • Getty Realty Corp /Md/ • Real estate • New York
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:
DISTRIBUTION AGREEMENTDistribution Agreement • March 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York
Getty Realty Corp., a Maryland corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, JMP Securities LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC and Robert W. Baird & Co. Incorporated (each, in its capacity as sales agent in connection with the offering and sale of Issuance Shares (as defined below) hereunder, and/or in its capacity as principal under any Terms Agreement (as defined in Section 1(a) below), an “Agent” or collectively, the “Agents”), JPMorgan Chase Bank, National Association, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc. and Royal Bank of Canada (each, in its capacity as purchaser under any Forward Contract (as defined in Section below), a “Forward Purchaser” or collectively, the “Forward Purchasers”) and J.P. Morgan Securities LLC, Bank of America, N.A.
FORM OF MASTER FORWARD CONFIRMATIONMaster Forward Confirmation • February 24th, 2023 • Getty Realty Corp /Md/ • Real estate
The purpose of this letter agreement (this “Master Forward Confirmation”) is to confirm the terms and conditions of certain transactions to be entered into from time to time between [Dealer] (“Party A”) and Getty Realty Corp. (“Party B”) in accordance with the terms of the Distribution Agreement, dated as of February [•], 2023, among Party B, [•], as Agent and Forward Seller, and Party A, as Forward Purchaser, and the other parties thereto (the “Distribution Agreement”), on one or more Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This letter agreement constitutes a “Master Forward Confirmation” as referred to in the Distribution Agreement. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Master Forward Confirmation, a “Confirmation” for purposes of the Agreement (as defined below)) substantially in the form of Exhibit A hereto.
FIRST AMENDMENT TO AMENDED AND RESTATED Note purchase AND GUARANTEE agreementNote Purchase and Guarantee Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment Agreement”), dated as of October 27, 2021, is entered into by and among GETTY REALTY CORP., a Maryland corporation (the “Company”), the Subsidiary Guarantors listed on Annex A attached hereto (the “Existing Subsidiary Guarantors” and, together with the Company, the “Obligors”), and each of the holders of the Notes (as defined below) (collectively, the “Noteholders”) signatory hereto. Except as provided below, capitalized terms used in this Agreement and not defined herein have the respective meanings set forth in the Note Purchase Agreement described below.
Re: Amendment to Forward ConfirmationForward Confirmation Amendment • April 27th, 2023 • Getty Realty Corp /Md/ • Real estate • New York
This letter agreement amends, supplements and forms part of the Forward Confirmation, dated as of March 1, 2023, confirming the terms and conditions of that certain transaction (the “Transaction”) entered into between JPMorgan Chase Bank, National Association (“Dealer”) and Getty Realty Corp. (“Counterparty”) as of the “Trade Date” specified therein (the “Confirmation”). Any capitalized term used herein and not expressly defined herein has the meaning assigned to it in the Confirmation.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2018 • Getty Realty Corp /Md/ • Real estate • Maryland
This Indemnification Agreement (this “Agreement”), dated as of __________ ___, 20__, is made by and between Getty Realty Corp., a Maryland corporation (the “Company”), and __________ (“Director”), a director of the Company.
