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EXHIBIT 10.8
AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED AND
RESTATED HAZARDOUS WASTE AND PMPA INDEMNIFICATION
AGREEMENT
This AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED AND RESTATED HAZARDOUS
WASTE AND PMPA INDEMNIFICATION AGREEMENT (this "Agreement") is made as of this
18th day of April, 1997 by Getty Realty Corp., a Delaware corporation
("Realty"), successor by merger and name change to Getty Petroleum Corp.
("Getty").
WITNESSETH:
WHEREAS, Getty duly authorized, executed and delivered that certain
Amended and Restated Hazardous Waste and PMPA Indemnification Agreement dated as
of October 31, 1995 by and among Getty, Fleet Bank of Massachusetts, N.A.,
predecessor in interest to Fleet National Bank (the "Bank"), and Power Test
Realty Company Limited Partnership (the "Borrower") (the "Indemnification
Agreement");
WHEREAS, Realty has merged with and into Getty and Getty in turn has
changed its name to "Getty Realty Corp." effective as of March 31, 1997;
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to the Bank's and the Borrower's agreement to enter into that certain
First Amendment to Amended and Restated Loan Agreement of even date herewith
(the "First Amendment");
NOW, THEREFORE, for good and valuable consideration paid and in
consideration of the promises herein, the receipt and sufficiency of which are
hereby acknowledged, Realty agrees as follows:
1. All references in the Indemnification Agreement to "Getty" shall be
changed to be references to "Realty".
2. Realty hereby affirms and acknowledges (i) the continued validity of
the Indemnification Agreement and (ii) that the Indemnification
Agreement, except as expressly amended
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hereby, remains in full force and effect. Realty agrees that the
obligations of Realty to the Bank under the Indemnification
Agreement and the terms and provisions of the Indemnification
Agreement, as amended hereby, are hereby ratified, affirmed and
incorporated herein by reference, with the same force and effect as
if set forth herein in their entirety. Realty consents to the
amendments set forth in the First Amendment.
3. This Agreement shall be construed according to and governed by the
laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, Realty has caused this Agreement to be made by its
duly authorized officer as a sealed instrument as of the date first set forth at
the beginning of this Agreement.
GETTY REALTY CORP.
By: /s/ Xxxx X. Xxxxxxxx
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Name: XXXX X. XXXXXXXX
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Title: Senior Vice President,
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Treasurer and
Chief Financial Officer
Agreed and Accepted:
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
