REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of February 14, 2024, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investor set forth on Schedule A hereof (the “Investor”).
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL....Limited Liability Company Operating Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (together with the schedules and exhibits attached hereto and as amended and/or restated from time to time, this “Agreement”) of TPHGREENWICH HOLDINGS LLC, a Delaware limited liability company (the “Company”), is dated as of the 14th day of February, 2024 (the “Effective Date”), by and between TPHS INVESTOR LLC, a Delaware limited liability company (“Investor Member”), as a member and as the initial Manager, and TRINITY PLACE HOLDINGS INC., a Delaware corporation, as a member (“TPH Member”).
Warrant Cancellation AgreementWarrant Cancellation Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This Warrant Cancellation Agreement (this “Agreement”), dated as of February 14, 2024 (the “Effective Date”), by and between TPHS Lender LLC, a Delaware limited liability company (the “Warrantholder”) and Trinity Place Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to those terms in the Stock Purchase Agreement (as defined below).
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL SECOND...Master Loan Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
THIS SECOND AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is dated as of May 22, 2023 (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 [***] (“Borrower”) and, solely for purposes of Sections 3, 5(b), 6, 7 and 8 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”).
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL THIRD...Master Loan Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
THIS THIRD AMENDMENT TO MASTER LOAN AGREEMENT AND LOAN DOCUMENTS (this “Third Amendment”) is dated as of February 14, 2024 (the “Third Amendment Effective Date”), by and among MPF GREENWICH LENDER LLC, a Delaware limited liability company (successor-in-interest to 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 [***] (“Borrower”), TRINITY PLACE HOLDINGS INC., a Delaware corporation, having an address at 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173 (“Trinity Guarantor”), and [***] (the parties in clauses (i) through (vi) are collectively and jointly and severally referred to herein as the “[***] Guarantors”; and together with the Trinity Guarantor, collectively, “Guarantors”, and each, a “Guarantor”).
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL....Mezzanine Loan Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
THIS SECOND AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AGREEMENT AND LOAN DOCUMENTS (this “Second Amendment”) is dated as of February 14, 2024 (the “Second 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”) and TRINITY PLACE HOLDINGS INC., a Delaware corporation, having an address at 340 Madison Avenue, 3rd Floor, Suite 3C, New Yor
AMENDED & RESTATED CREDIT AGREEMENT dated as of February 14, 2024 among TPHGREENWICH HOLDINGS LLC, as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders,...Credit Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
WHEREAS, reference is made to that certain Credit Agreement, dated as of December 19, 2019 (as amended by Amendment No. 1 to Credit Agreement, dated as of January 30, 2020, as further amended by Amendment No. 2 to Credit Agreement, dated as of December 22, 2020, as further amended by Amendment No. 3 to Credit Agreement, dated as of October 22, 2021, as further amended by Amendment No. 4 to Credit Agreement, dated as of November 10, 2021, as further amended by Amendment No. 5 to Credit Agreement, dated as of November 30, 2022, as further amended by Amendment No. 6 to Credit Agreement, dated as of April 21, 2023, as further amended by Amendment No. 7 to Credit Agreement, dated as of June 9, 2023, as further amended by Amendment No. 8 and Incremental Agreement, dated as of December 1, 2023, and as otherwise supplemented or waived prior to the date hereof, the “Existing Credit Agreement”), by and among Trinity Place Holdings Inc., a Delaware corporation (“TPH”), as borrower (in such capaci
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • March 29th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 14th day of February, 2024 (the “Effective Date”), between TPH ASSET MANAGER LLC, a Delaware limited liability company (“Manager”), and TPHGREENWICH HOLDINGS LLC, a Delaware limited liability company (“Company”).
