Getty Realty Corp /Md/ Sample Contracts

150,000,000 Preferred Stock, par value $0.01 per share and Common Stock, par value $0.01 per share
Underwriting Agreement • June 29th, 2001 • Getty Realty Corp /Md/ • Real estate • New York
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TERMS AGREEMENT
Terms Agreement • July 30th, 2001 • Getty Realty Corp /Md/ • Real estate
SUMMARY
Services Agreement • May 3rd, 1999 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • New York
P R E M I S E S
Asset Purchase Agreement • March 27th, 2003 • Getty Realty Corp /Md/ • Real estate • Massachusetts
FIRST AMENDMENT to the
Loan Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • July 23rd, 2001 • Getty Realty Corp /Md/ • Real estate • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

Getty Realty Corp. 4,100,000 Shares of Common Stock Underwriting Agreement
Getty Realty Corp /Md/ • July 14th, 2017 • 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.”

FIRST AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • Massachusetts
1 THIRD AMENDMENT TO THE
Loan Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • Massachusetts
WITNESSETH:
Indemnification Agreement • April 28th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals
CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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 OF
Master Lease • December 15th, 2000 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • 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.

DISTRIBUTION AGREEMENT
Distribution 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 CONFIRMATION
Getty Realty Corp /Md/ • March 3rd, 2023 • Real estate

The purpose of this letter agreement (this “Forward Confirmation”) is to confirm the terms and conditions of the transaction entered into between JPMorgan Chase Bank, National Association (“Party A”) and Getty Realty Corp. (“Party B”) on the Trade Date specified below (the “Transaction”) in connection with the Underwriting Agreement dated February 28, 2023 between Counterparty, J.P. Morgan Securities LLC and BofA Securities, Inc.(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
SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 1st, 1998 • Getty Realty Corp /Md/ • Wholesale-petroleum bulk stations & terminals • Massachusetts
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York
RECITALS
Restricted Stock Unit Agreement • March 16th, 2005 • Getty Realty Corp /Md/ • Real estate
RESTRICTED STOCK UNIT AGREEMENT
Restricted 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”).

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
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, 2015
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
FORWARD CONFIRMATION
Getty Realty Corp /Md/ • July 31st, 2024 • 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).

DISTRIBUTION AGREEMENT
Distribution 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 CONFIRMATION
Getty Realty Corp /Md/ • February 24th, 2023 • 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.

Getty Realty Corp. 3,000,000 Shares of Common Stock Underwriting Agreement
Master Lease Agreement • January 21st, 2011 • 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 3,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 450,000 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.”

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