Trinity Place Holdings Inc (TPHS)

[Enterprising Investor]

Entry into a Material Definitive Agreement (2/13/15)

On February 9, 2015, TPHGreenwich Owner LLC (the “Borrower”), a newly formed special purpose entity and indirect wholly-owned subsidiary of Trinity Place Holdings Inc. (the “Company”) entered into a Loan Agreement with Sterling National Bank, a national banking association, as lender and administrative agent (“Agent”) and Israel Discount Bank of New York, as lender, pursuant to which the lenders agreed to extend credit to Borrower in the amount of $40,000,000, subject to increase pursuant to incremental loan facilities up to $50,000,000 (the “Loan”), subject to satisfaction of certain conditions. The Loan matures on February 8, 2017, subject to extension until August 8, 2017 under certain circumstances.

The Loan bears interest at a rate per annum equal to the greater of the rate published from time to time by the Wall Street Journal as the U.S. Prime Rate plus 1.25% (the “Contract Rate”) or 4.5%. The Contract Rate will be increased by 1.5% per annum during any period in which Borrower does not maintain funds in its deposit accounts with Agent sufficient to make payments then due under the Loan documents. Borrower can prepay the Loan at any time, in whole or in part, without premium or penalty.

The collateral for the Loan is Borrower’s fee interest in 38-42 Trinity Place and 67 Greenwich Street and the related air rights owned by Borrower with respect to 81 Greenwich Street in downtown Manhattan (the “Property”), which is the subject of a mortgage (“Mortgage”) in favor of the Agent. Borrower also entered into an environmental compliance and indemnification undertaking.

The Loan Agreement requires Borrower to comply with various affirmative and negative covenants including restrictions on debt, liens, business activities, distributions and dividends, disposition of assets and transactions with affiliates. Borrower will establish blocked accounts with the initial lenders, and pledge the funds maintained in such accounts, in the amount of 9% of the outstanding Loans. The Loan Agreement also provides for certain events of default.

The Company entered into a Nonrecourse Carve-Out Guaranty (the “Carve-Out Guaranty”) pursuant to which the Company agreed to guarantee certain items, including losses arising from fraud, intentional harm to the Property, or misapplication of loan, insurance or condemnation proceeds, a voluntary bankruptcy filing by Borrower, and the payment by Borrower of maintenance costs, insurance premiums and real estate taxes.

The Loan was authorized by order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered in response to the motion of the Company made on December 31, 2014 (the “Bankruptcy Court Motion”), as previously reported in the Current Reports on Form 8-K filed by the Company on December 31, 2014 and January 22, 2015 (the “Prior Reports”).

http://www.sec.gov/Archives/edgar/data/724742/000114420415009091/v401440_8k.htm