0001558370-23-005313 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS
Mezzanine Loan Agreement • March 31st, 2023 • Trinity Place Holdings Inc. • Operators of nonresidential buildings

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is dated as of November 30, 2022 (the “Amendment Execution Date”), but effective as of September 28, 2022 (the “Amendment Effective Date”), by and among TPHS LENDER II LLC, a Delaware limited liability company, with an address at 520 Madison Avenue, 30th Floor, New York, New York 10022 (together with its successors and/or assigns, “Lender”), TPHS LENDER II LLC, a Delaware limited liability company, with an address at 520 Madison Avenue, 30th Floor, New York, New York 10022, as administrative agent (together with its successors and/or assigns in such capacity, the “Administrative Agent”) for the benefit of Lender, TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company with an address at c/o Trinity Place Holdings Inc., 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173 (“Borrower”), TPHGREENWICH MEZZ LLC, a Delaware limited liability company with an

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AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2023 • Trinity Place Holdings Inc. • Operators of nonresidential buildings

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30, 2022, among TRINITY PLACE HOLDINGS INC., a Delaware corporation, as Borrower (the “Borrower”), each Subsidiary of the Borrower listed on the signature pages hereto, as a Guarantor, THE LENDERS PARTY HERETO and TPHS LENDER LLC, as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”). Unless otherwise defined herein, each capitalized term used in this Amendment (including the recitals) and not defined herein shall be defined in accordance with the Credit Agreement.

FIRST AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS
Master Loan Agreement and Loan Documents • March 31st, 2023 • Trinity Place Holdings Inc. • Operators of nonresidential buildings

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is dated as of November 30, 2022 (the “Amendment Execution Date”), but effective as of September 28, 2022 (the “Amendment Effective Date”), by and among MACQUARIE PF INC., a Delaware corporation, with an address at 125 West 55th Street, New York, New York 10019 (together with its successors and/or assigns, “Lender”), TPHGREENWICH OWNER LLC, a Delaware limited liability company with an address at c/o Trinity Place Holdings Inc., 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173 (“Borrower”) and, solely for purposes of Sections 5, 7(b), 8, 9 and 10 hereof, TRINITY PLACE HOLDINGS INC., a Delaware corporation, having an address at 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173 (“Guarantor”).

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