AMENDED & RESTATED CREDIT AGREEMENT
AMENDED & RESTATED CREDIT AGREEMENT, dated as of [•], 2024 (this “Agreement”) among TPHGreenwich Holdings, LLC, a Delaware limited liability company (the “Borrower”), certain Subsidiaries from time to time party hereto, as Guarantors, TPHS Lender LLC, as a lender (the “Initial Lender”) and [•], as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lenders (as hereinafter defined).
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 capacity, the “Initial Borrower”), certain subsidiaries of the Initial Borrower, as guarantors, the lenders party thereto from time to time (the “Existing Lenders”), and TPHS Lender LLC, as administrative agent (as successor to Trimont Real Estate Advisors, LLC), pursuant to which the Existing Lenders extended certain commitments and made certain loans to the Initial Borrower;
WHEREAS, pursuant to the Borrower Assignment Agreement, the Initial Borrower has assigned all of its rights and obligations under the Existing Credit Agreement to the Borrower.
WHEREAS, the Loan Parties desire to amend and restate the Existing Credit Agreement and to make certain changes, including extending the maturity date and making certain other modifications to the Existing Credit Agreement as incorporated herein;
WHEREAS, the Existing Lenders and the Administrative Agent are willing to make such changes to the Existing Credit Agreement upon the terms as subject to conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree that, effective as of the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
“77 Greenwich Mezzanine Loan Agreement” means that certain [Amended and Restated Mezzanine Loan Agreement, dated as of [ ], 2023, by and between TPHGreenwich Subordinate Mezz LLC, as borrower, the lenders party thereto and TPHS Lender II LLC, as administrative agent,] as amended, restated, modified, supplemented, refinanced or replaced from time to time in accordance with the terms of this Agreement.
“77 Greenwich Property” means that certain real property located at 77 Greenwich Street (also known as 67 Greenwich Street and 28-42 Trinity Place) designated as Block 19, Lots 11 and 13 in the New York City tax map in New York City, New York.
“77 Greenwich Property Loan” means Indebtedness evidenced by:
(a) (i) that certain Master Loan Agreement, dated as of December 22, 2017 (as amended by (1) that certain letter agreement, dated as of March 20, 2019, (2) that certain letter agreement, dated as of July 12, 2019) and (3) that certain First Amendment to Master Loan Agreement, dated as of December 22, 2020, (ii) that certain Building Loan Agreement dated as of December 22, 2017 (as amended by (1) that certain First Amendment to Building Loan Agreement, dated as of September 30, 2019, and (2) that certain