EX-99.4 5 c63965ex99-4.txt TERMS AGREEMENT 1 EXHIBIT 99.4 GETTY REALTY CORP. (a Maryland corporation) TERMS AGREEMENT July 26, 2001 To: Getty Realty Corp. 125 Jericho Turnpike, Suite 103 Jericho, New York 11753 Ladies and Gentlemen: We understand that Getty Realty Corp., a Maryland corporation (the "Company"), proposes to issue and sell 7,700,000 shares of its common stock, par value $.01 per share (the "Common Stock") (such securities also being hereinafter referred to as the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the number of Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.
NUMBER OF INITIAL UNDERWRITER UNDERWRITTEN SECURITIES ----------- ----------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated.......................................... 3,780,000 Legg Mason Wood Walker, Incorporated.............................. 2,520,000 Advest, Inc....................................................... 100,000 BB&T Capital Markets, A division of Scott & Stringfellow, Inc..... 100,000 Robert W. Baird & Co. Incorporated................................ 100,000 Crowell, Weedon & Co.............................................. 100,000 Fahnestock & Co. Inc.............................................. 100,000 Janney Montgomery Scott LLC....................................... 100,000 Edward D. Jones & Co., L.P........................................ 100,000 McDonald Investments Inc.......................................... 100,000 Morgan Keegan & Company, Inc...................................... 100,000 Raymond James & Associates, Inc................................... 100,000 The Robinson-Humphrey Company, Inc................................ 100,000 The Seidler Companies Incorporated................................ 100,000 Tucker Anthony Incorporated....................................... 100,000 Wachovia Securities, Inc.......................................... 100,000 ---------- 7,700,000 ==========
2 The Underwritten Securities shall have the following terms: Common Stock Title: Common Stock, par value $0.01 per share Number of shares: 7,700,000 Number of Option Underwritten Securities: 1,155,000 Initial public offering price per share: $16.00 Purchase price per share: $15.16 Listing requirements: New York Stock Exchange, Inc. Lockup provisions: The Company will not sell or transfer any preferred stock or common stock for 90 days after the date hereof without first obtaining the written consent of Merrill Lynch. Specifically, the Company will not directly or indirectly: o offer, pledge, sell or contract to sell any preferred stock or common stock; o sell any option or contract to purchase any preferred stock or common stock; o purchase any option or contract to sell any preferred stock or common stock; o grant any option, right or warrant for the sale of any preferred stock or common stock; o lend or otherwise dispose of or transfer any preferred stock or common stock; o file a registration statement for any preferred stock or common stock; or o enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any preferred stock or common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lockup provision applies to preferred stock and common stock and to securities convertible into or exchangeable or exercisable for or repayable with preferred stock or common stock. This lockup provision will not apply to: o any option grant or exercise of any option granted pursuant to the Company's 1998 Stock Option Plan; o any shares of the Company's common or preferred stock issued in connection with any petroleum marketing or related property acquisition (which shares, if issued, will also be subject to these lockup provisions); or o any shares of the Company's common stock issued upon conversion or exchange of outstanding shares of the Company's series A preferred stock. Other terms and conditions: None Closing date and location: August 1, 2001, Sidley Austin Brown & Wood LLP, One World Trade Center, New York, New York, 10048-0557 2 3 All of the provisions contained in the document attached as Annex I hereto entitled GETTY REALTY CORP. (a Maryland corporation), $150,000,000 Preferred Stock, par value $0.01 per share and Common Stock, par value $0.01 per share, Underwriting Agreement, dated July 26, 2001 are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 11:59 o'clock P.M. (New York City time) on July 26, 2001 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED LEGG MASON WOOD WALKER, INCORPORATED By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: -------------------------------------- Authorized Signatory Acting on behalf of itself and the other named Underwriters. Accepted: GETTY REALTY CORP. By ------------------------------ Name: Leo Liebowitz Title: Chief Executive Officer and President 3