Getty Realty : 8-K

Section 1: 8-K (8-K FIRST AMENDMENT TO 2018 CREDIT AGREEMENT)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 24, 2018 (September 19, 2018)

GETTY REALTY CORP.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-13777	11-3412575
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
Two Jericho Plaza, Suite 110,
Jericho, New York	11753-1681
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

• ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On September 19, 2018, Getty Realty Corp. (the "Company") entered into an amendment (the "Amendment") of its amended and restated senior unsecured credit agreement (the "Restated Credit Agreement") with a group of banks led by Bank of America, N.A. The Amendment, which became effective on September 19, 2018, modifies the Restated Credit Agreement to, among other things: (i) reflect the Company's previously announced entrance on June 21, 2018, into (a) an amended and restated note purchase and guarantee agreement with The Prudential Insurance Company of America and certain of its affiliates and (b) a note purchase and guarantee agreement with the Metropolitan Life Insurance Company and certain of its affiliates; (ii) permit borrowings under each Facility at three different interest rates, including a rate based on the LIBOR Daily Floating Rate plus the Applicable Rate for such Facility; and (iii) add, as an additional affirmative covenant, a requirement for the Company to deliver promptly following any request therefor information and documentation reasonably requested under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation.

Certain of the banks and other lenders under the Restated Credit Agreement, as amended by the Amendment, and their affiliates have in the past provided, and may from time to time in the future provide, commercial banking, financial advisory, investment banking and other services to the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference in its entirety. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Amendment.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the terms of the Amendment as set forth above in Item 1.01 is hereby incorporated by reference into this Item

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits:
Exhibit
Number	Description
10.1	Amendment to Restated Credit Agreement, dated as of September 19, 2018, among Getty Realty Corp., certain of its subsidiaries party
thereto, Bank of America, N.A., as Administrative Agent and Swing Line Lender, each lender from time to time party thereto and each
L/C Issuer from time to time party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GETTY REALTY CORP.

Date: September 24, 2018

By: /s/ Danion Fielding

Danion Fielding Vice President, Chief

Financial Officer and Treasurer

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Section 2: EX-10.1 (EX-10.1 FIRST AMENDMENT)

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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.

WHEREAS, the Borrower has requested that the Credit Agreement be modified as herein set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 2 of this Amendment, the parties hereto hereby agree that the Credit Agreement (other than the schedules and exhibits thereto) is amended to incorporate the changes marked on the copy of the Credit Agreement attached as Exhibit A hereto.

SECTION 2. Conditions of Effectiveness. This Amendment shall not become effective until the date on which all of the following conditions precedent shall have been satisfied or waived in writing (such date being referred to herein as the "First Amendment Effective Date"):

(a)

The Administrative Agent shall have received counterparts of this

Amendment duly executed by each of the Loan Parties, the Administrative Agent and the Required Lenders.

(b)

Upon the request of any Lender or L/C Issuer made at least ten days prior

to the First Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with, applicable "know your customer" and anti-money-laundering rules and regulations, including, without limitation, the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), in each case at least five days prior to the First Amendment Effective Date.

(c) At least five days prior to the First Amendment Effective Date, if the Borrower qualifies as a "legal entity customer" under the Beneficial Ownership Regulation it shall deliver to each Lender or L/C Issuer that so requests a Beneficial Ownership Certification.

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