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”).
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”).
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.
GUARANTY OF PAYMENT AND COMPLETIONGuaranty of Payment and Completion • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
THIS GUARANTY OF PAYMENT AND COMPLETION (this “Guaranty”) is dated as of October 22, 2021 by TPHGREENWICH OWNER LLC, a Delaware limited liability company with an address of 340 Madison Avenue, 3rd Floor, Suite 3C, New York, New York 10173, Attention: Steven Kahn (“Borrower”), and 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 (“Holdings”), to and for the benefit of 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. Borrower and Holdings are hereinafter collectively referred to as “Guarantor”.
Amendment NO. 3 to credit agreementCredit Agreement • October 25th, 2021 • Trinity Place Holdings Inc. • Operators of nonresidential buildings
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 22, 2021, 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.
