EXHIBIT 99.5 Agreement of Joint Filing Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D...Syms Corp • April 4th, 2007 • Retail-family clothing stores
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and any amendments thereto, and agree that such Statement, as so filed, is filed on behalf of each of them.
Exhibit 10.50 LOAN AGREEMENT THIS LOAN AGREEMENT is made as of the 5th day of November, 2003, by and between ISRAEL DISCOUNT BANK OF NEW YORK ("Lender"), a New York banking corporation, with an office at 511 Fifth Avenue, New York, New York 10036, and...Loan Agreement • January 9th, 2004 • Syms Corp • Retail-family clothing stores • New York
WITNESSETH:Revolving Credit Agreement • October 10th, 2002 • Syms Corp • Retail-family clothing stores • New Jersey
SECOND AMENDMENT TO LOAN AGREEMENT This is the Second Amendment (the "Second Amendment") dated as of April 20, 2006 to the Loan Agreement dated as of November 5, 2003 between Israel Discount Bank of New York (hereinafter referred to as "Lender"), a...Loan Agreement • April 27th, 2006 • Syms Corp • Retail-family clothing stores • New York
SYMS CORPSyms Corp • November 17th, 1997 • Retail-family clothing stores • New York
WITNESSETH:Revolving Credit Agreement • October 10th, 2003 • Syms Corp • Retail-family clothing stores • New Jersey
TRINITY PLACE HOLDINGS INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementTrinity Place Holdings Inc. • August 13th, 2021 • Operators of nonresidential buildings • New York
Exhibit 99.1 FIRST AMENDMENT TO LOAN AGREEMENT This is the First Amendment (the "First Amendment") dated as of April 7, 2005 to the Loan Agreement dated as of November 5, 2003 between Israel Discount Bank of New York (hereinafter referred to as...Loan Agreement • April 8th, 2005 • Syms Corp • Retail-family clothing stores • New York
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • December 6th, 2016 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
Trinity Place Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:
AMONGAsset Purchase Agreement • June 24th, 2009 • Syms Corp • Retail-family clothing stores • Delaware
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT This FIRST AMENDMENT is dated as of the 24th day of November, 1997 and is by and between SUMMIT BANK (as successor to United Jersey Bank) having an office at 750 Walnut Avenue, Cranford, New Jersey 07016...Revolving Credit Agreement • May 13th, 1998 • Syms Corp • Retail-family clothing stores
CREDIT AGREEMENT Dated as of August 27, 2009 among Syms Corp, as the Lead Borrower For The Borrowers Named Herein The Facility Guarantors Bank of America, N.A. as Administrative Agent and Collateral Agent and The Other Lenders Party HeretoCredit Agreement • September 1st, 2009 • Syms Corp • Retail-family clothing stores • New York
The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.
BETWEENLease and Agreement • December 21st, 2006 • Syms Corp • Retail-family clothing stores • New York
RECITALSThird Lease Modification Agreement • May 28th, 2003 • Syms Corp • Retail-family clothing stores
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • August 14th, 2023 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
CREDIT AGREEMENT, dated as of December 19, 2019 (this “Agreement”) among TRINITY PLACE HOLDINGS INC., a Delaware corporation (the “Borrower”), certain Subsidiaries from time to time party hereto, as Guarantors, TPHS Lender LLC, as a lender (the “Initial Lender”), Trimont Real Estate Advisors, LLC, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lenders (as hereinafter defined).
WITNESSETH:Revolving Credit Agreement • May 23rd, 2002 • Syms Corp • Retail-family clothing stores • New Jersey
TRINITY PLACE HOLDINGS INC. ________________ INDENTURE DATED AS OF [ ], 20__ ________________ [______________________________], as Trustee CROSS-REFERENCE TABLE*Trinity Place Holdings Inc. • November 7th, 2016 • Operators of nonresidential buildings • New York
The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes issued under this Indenture.
INVESTMENT AGREEMENTInvestment Agreement • September 15th, 2015 • Trinity Place Holdings Inc. • Retail-family clothing stores • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of September 11, 2015, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (the “Investor”).
Amended and Restated MEZZANINE LOAN AGREEMENT Among TPHGREENWICH SUBORDINATE MEZZ LLC, as Borrower and TPHGREENWICH MEZZ LLC, as Additional Pledgor and TPHS LENDER II LLC and EACH OTHER LENDER FROM TIME TO TIME PARTY HERETO, individually and/or...Mezzanine Loan Agreement • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This Amended and Restated Mezzanine Loan Agreement (this “Agreement”) is entered into as of October 22, 2021 by and among TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company (“Borrower”), TPHGREENWICH MEZZ LLC, a Delaware limited liability company (“Additional Pledgor”), TPHS LENDER II LLC, a Delaware limited liability company and EACH OTHER FINANCIAL INSTITUTION WHO MAY BECOME A LENDER FROM TIME TO TIME PURSUANT TO THE TERMS HEREOF (individually and/or collectively, as the context may require, and together with their respective successors and/or assigns, “Lender”) and TPHS LENDER II LLC, as administrative agent (together with any successor administrative agent appointed pursuant to Article 15, the “Administrative Agent”) for the benefit of Lender.
MASTER LOAN AGREEMENT between TPHGREENWICH OWNER LLC, as Borrower and MACQUARIE PF INC., as Lender and Administrative Agent Dated as of October 22, 2021 Relating to Property Located at: 77 Greenwich Street (also known as 67 Greenwich Street and 28-42...Master Loan Agreement • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
This Master Loan Agreement (this “Agreement”) is entered into as of October 22, 2021 by and between TPHGREENWICH OWNER LLC, a Delaware limited liability company (“Borrower”) and MACQUARIE PF INC., a Delaware corporation (“Lender” and, to the extent applicable pursuant to Article 15, “Administrative Agent”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 22, 2020, 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 TRIMONT REAL ESTATE ADVISORS, 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.
Exhibit 99.1 CONTRACT OF SALEContract of Sale • February 8th, 2005 • Syms Corp • Retail-family clothing stores • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2019 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This REGISTRATION RIGHTS AGREEMENT (“Agreement”), dated as of December 19, 2019, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investors set forth on Schedule A hereof (collectively, the “Investors” and each, an “Investor”).
TRINITY PLACE HOLDINGS INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Trinity Place Holdings Inc.Trinity Place Holdings Inc. • November 4th, 2021 • Operators of nonresidential buildings
This letter is being distributed by Trinity Place Holdings Inc. (the "Company") to all holders of record of shares of its common stock, par value $0.01 per share (the "Common Stock"), at 5:00 p.m., New York City time, on November 3, 2021 (the "Record Date"), in connection with a distribution in a rights offering (the "Rights Offering") of non-transferable subscription rights (the "Rights") to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the accompanying offering prospectus supplement covering the Rights and the shares of Common Stock issuable upon their exercise dated November 4, 2021 (the "Prospectus"). In the Rights Offering, the Company is offering up to an aggregate of 2,650,000 shares of Common Stock, as described in the Prospectus.
RECITALS:Agreement and Plan of Reorganization • May 23rd, 2002 • Syms Corp • Retail-family clothing stores • New York
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of October 22, 2021, is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”) and the investors set forth on Schedule A (collectively, the “Investors” and each, an “Investor”).
LETTER AGREEMENT Dated as of December 19, 2019Letter Agreement • December 20th, 2019 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • Delaware
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. STOCK...Stock Purchase Agreement • January 10th, 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
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....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”).
INTEREST AND CARRY GUARANTYInterest and Carry Guaranty • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
THIS INTEREST AND CARRY GUARANTY (this “Guaranty”) made as of the 22nd day of October, 2021 by TRINITY PLACE HOLDINGS INC., a Delaware corporation with an address of 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173, Attention: Steven Kahn (“Guarantor”), to MACQUARIE PF INC., a Delaware corporation (“Lender” and to the extent applicable under Article 15 of the Master Loan Agreement, “Administrative Agent”), and for the benefit of the Lender Parties. As used in this Agreement, “Lender Parties” shall mean Administrative Agent, Lender and each of their respective successors and assigns.
SECOND FORBEARANCE AGREEMENTSecond Forbearance Agreement • October 15th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This Forbearance Agreement (this “Agreement”) is made as of October 1, 2021 (the “Forbearance Effective Date”), by and among TPHGREENWICH SUBORDINATE MEZZ LLC, a Delaware limited liability company (“Borrower”), trinity place holdings inc., a Delaware corporation (“Indemnitor”), TPHS Lender II LLC, a Delaware limited liability company, as lender (“Lender”) and TPHS Lender II LLC, a Delaware limited liability company, as administrative agent for the benefit of Lender (“Administrative Agent”). Borrower and Indemnitor are herein referred to individually as a “Borrower Party” and collectively as the “Borrower Parties”. Lender and Administrative Agent are herein referred to individually as a “Lender Party” and collectively as the “Lender Parties”.
COMPLETION GUARANTYCompletion Guaranty • March 15th, 2018 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
THIS COMPLETION GUARANTY (this “Completion Guaranty”) is made as of the 22nd day of December, 2017, by TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Guarantor”) to NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY, a public benefit corporation of the State of New York, having its principal office at 30-30 Thompson Avenue, Long Island City, New York 11101 (“SCA”).
Exhibit 10.3 RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Syms Corp 2005 Stock Option Plan THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement"), effective as of the Grant Date (the "Effective Date") set forth in the attached Restricted Stock...Restricted Stock Award Agreement • August 5th, 2005 • Syms Corp • Retail-family clothing stores • New Jersey
FORBEARANCE AGREEMENTForbearance Agreement • November 14th, 2023 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • New York
This Forbearance Agreement (this “Agreement”) is made as of September 1, 2023 (the “Forbearance Effective Date”), by and among TPHGREENWICH OWNER LLC, a Delaware limited liability company (“Borrower”), TRINITY PLACE HOLDINGS INC., a Delaware corporation (“Indemnitor”), and MACQUARIE PF INC., a Delaware corporation, as administrative agent and lender (together with its successors and/or assigns, “Lender”). Borrower and Indemnitor are herein referred to individually as a “Borrower Party” and collectively as the “Borrower Parties”.
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....Stock Purchase Agreement • February 5th, 2024 • Trinity Place Holdings Inc. • Operators of nonresidential buildings • Delaware
This Amendment to the STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 30, 2024 (the “Amendment Effective Date”), is made by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”), TPHS Lender LLC, a Delaware limited liability company (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liability company (the “JV Investor”, and together with the Company Investor, the “Investor”). Any reference to the “Investor” in this Amendment shall refer to the Company Investor and/or the JV Investor as the context may require.
