Trinity Place Holdings Inc (TPHS)

[Enterprising Investor]

Trinity Place Holdings Amends Credit Agreement (6/15/23)

On June 9, 2023, Trinity Place Holdings Inc. (the “Company”) entered into a seventh amendment (the “CCF Amendment”) to the Credit Agreement, dated as of December 19, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “CCF”), by and between the Company, as borrower, certain subsidiaries of the Company as guarantors, and TPHS Lender LLC, as initial lender (the “CCF Lender”) and as administrative agent. The CCF Amendment provides, among other things, that (i) the loan (the “Loan”) be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the Company’s property at 237 11th Street, Brooklyn, New York (the “11th Street Property”), including the purchase of an interest rate cap, (ii) the interest rate of the Loan is increased by 0.20%, and (iii) certain covenants and other terms of the CCF are revised, including that a refinancing of the 11th Street Property (excluding the extension of the existing loans) and/or the property located at 330-334 Route 17, Paramus, New Jersey requires the prior written consent of the CCF Lender; on or before June 30, 2023, the Company will meet with the CCF Lender to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the Loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments.

In addition, the parties agreed that promptly following the effective date of the CCF Amendment, the Company will issue 750,000 shares of common stock (the “Common Stock”) to the CCF Lender or its affiliated designee, and the parties will enter into an amendment (“Warrant Agreement Amendment”) to that certain Warrant Agreement, dated as of December 19, 2019, as amended (the “Warrant Agreement”), pursuant to which the number of shares of Common Stock purchasable under the Warrants (as defined in the Warrant Agreement) will be reduced by 750,000 shares.

The foregoing descriptions of the CCF Amendment and the Warrant Agreement Amendment are qualified in their entirety by reference to those agreements, copies of which will be attached as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which the Company intends to file no later than August 2023.