GETTY REALTY CORP /MD/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On February 22, 2022, Getty Realty Corp. (the "Company") entered into (i) an
amended and restated note purchase and guarantee agreement (the "Sixth Amended
and Restated Prudential Agreement") with The Prudential Insurance Company of
America and certain of its affiliates (collectively, "Prudential"), (ii) an
amended and restated note purchase and guarantee agreement (the "Second Amended
and Restated AIG Agreement") with American General Life Insurance Company and
certain of its affiliates ("AIG"), (iii) an amended and restated note purchase
and guarantee agreement (the "Second Amended and Restated MassMutal Agreement")
with Massachusetts Mutual Life Insurance Company and certain of its affiliates
(collectively, "MassMutual"), and (iv) a note purchase and guarantee agreement
(the "New York Life Agreement" with New York Life Insurance Company and certain
of its affiliates (collectively, "New York Life"). Together, the Sixth Amended
and Restated Prudential Agreement, the Second Amended and Restated AIG
Agreement, the Second Amended and Restated MassMutal Agreement, and the New York
Life Agreement are the "Note Purchase Agreements".

Pursuant to the Sixth Amended and Restated Prudential Agreement, the Company
will issue $80,000,000 of 3.65% Series Q Guaranteed Senior Notes due January 20,
2033 (the "Series Q Notes") to Prudential on January 20, 2023.

Pursuant to the Second Amended and Restated AIG Agreement, the Company issued
$55,000,000 of 3.45% Series L Guaranteed Senior Notes due February 22, 2032 (the
"Series L Notes") to AIG.

Pursuant to the Second Amended and Restated MassMutual Agreement, the Company
issued $20,000,000 of 3.45% Series M Guaranteed Senior Notes due February 22,
2032 (the "Series M Notes") to MassMutual, and will issue $20,000,000 of 3.65%
Series O Guaranteed Senior Notes due January 20, 2033 (the "Series O Notes") to
MassMutual on January 20, 2023.

Pursuant to the New York Life Agreement, the Company issued $25,000,000 of 3.45%
Series N Guaranteed Senior Notes due February 22, 2032 (the "Series N Notes") to
New York Life, and will issue $25,000,000 of 3.65% Series P Guaranteed Senior
Notes due January 20, 2033 (the "Series P Notes") to New York Life on January
20, 2023.

The Note Purchase Agreements contain customary financial covenants such as
maximum consolidated leverage ratio, minimum fixed charge coverage ratio,
minimum unencumbered interest coverage ratio, maximum secured indebtedness,
minimum consolidated tangible net worth and maximum unsecured leverage ratio, as
well as limitations on restricted payments, which may limit the Company's
ability to incur additional debt or pay dividends. The Note Purchase Agreements
also contain customary events of default, including default under the second
amended and restated credit agreement dated October 27, 2021 between the Company
and a group of banks led by Bank of America, N.A. (the "Second Restated Credit
Agreement") and failure to maintain REIT status. Any event of default, if not
cured or waived, could result in the acceleration of the Company's indebtedness
under the Note Purchase Agreements and could also give rise to an event of
default under, and result in the acceleration of the Company's obligations
under, the Second Restated Credit Agreement.

The Company will use the net proceeds from the issuance of the Series L Notes,
Series M Notes and Series N Notes to repay all amounts outstanding on the
Company's $300.0 million revolving credit facility and for general corporate
purposes, including to fund investment activity. The Company will use the net
proceeds from the issuance of the Series O Notes, Series P Notes and Series Q
Notes to prepay in full its $75,000,000 5.35% Series B Notes due June 2, 2023
and for general corporate purposes, including to fund investment activity.

The foregoing descriptions of the Note Purchase Agreements do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
the full text of such documents, copies of which will be filed as Exhibits to
the Company's Quarterly Report on Form 10-Q for the quarter ending on March 31,
2022.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.

On February 22, 2022, the Company issued a press release announcing its entry
into the Note Purchase Agreements. The Company's press release is attached as
Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.

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Item 9.01. Financial Statements and Exhibits.

  (d) Exhibits:



Exhibit
Number    Description

99.1        Press release issued by Getty Realty Corp. on February 22, 2022.
104       Cover Page Interactive Data File (embedded within the inline XBRL document)

The information contained in Item 7.01 and Exhibit 99.1 to this Current Report
on Form 8-K is being furnished and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. Such information in this Current
Report on Form 8-K shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in any such filing.

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