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EXHIBIT 10.11
AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED AND
RESTATED GUARANTY AGREEMENT
This AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED AND RESTATED GUARANTY
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 Guaranty Agreement dated as of October 27, 1995 by and
among Getty, Fleet Bank of Massachusetts, N.A., predecessor in interest to Fleet
National Bank (the "Bank"), and Leemilt's Petroleum, Inc. (the "Borrower") (the
"Guaranty 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 Guaranty Agreement to "Getty" or
"Guarantor" shall be changed to be references to "Realty".
2. The Bank's office address set forth in Section 5 of the
Guaranty Agreement shall be changed to "One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇".
3. Realty hereby affirms and acknowledges (i) the continued
validity of the Guaranty Agreement and its absolute,
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continuing and unconditional guaranty of the payment and
performance of the Obligations (as defined in the Guaranty
Agreement) and (ii) that the Guaranty Agreement, except as
expressly amended hereby, remains in full force and effect.
Realty agrees that the obligations of Realty to the Bank under
the Guaranty Agreement and the terms and provisions of the
Guaranty 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.
4. 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 REALITY CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Senior Vice President,
Treasurer and
Chief Financial Officer
Agreed and Accepted:
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President