TRINITY PLACE HOLDINGS INC. Material Contracts
Every material contract the company filed as Exhibit 10 (executive pay plans, credit agreements, supplier and indemnity agreements), newest first, with the filing's own description.
- 2025-03-24: Form 10-K; Exhibit 10.30; Description Management Services Agreement, effective as of March 19, 2025, between Trinity Place Holdings Inc. and Steel Services Ltd.**.
- 2025-03-24: Form 10-K; Exhibit 10.29; Description Separation Agreement, between Trinity Place Holdings Inc. and Richard Pyontek, dated March 14, 2025**.
- 2025-03-24: Form 10-K; Exhibit 10.28; Description Separation Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated February 20, 2025**.
- 2025-03-24: Form 10-K; Exhibit 10.27; Description Senior Secured Promissory Note dated February 18, 2025**.
| Filed | Form | Exhibit | Description |
|---|---|---|---|
| 2025-03-24 | 10-K | 10.30 | Management Services Agreement, effective as of March 19, 2025, between Trinity Place Holdings Inc. and Steel Services Ltd.** |
| 2025-03-24 | 10-K | 10.29 | Separation Agreement, between Trinity Place Holdings Inc. and Richard Pyontek, dated March 14, 2025** |
| 2025-03-24 | 10-K | 10.28 | Separation Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated February 20, 2025** |
| 2025-03-24 | 10-K | 10.27 | Senior Secured Promissory Note dated February 18, 2025** |
| 2025-03-24 | 10-K | 10.7 | Partial Termination of Stock Purchase Agreement, dated as of February 18, 2025, by and among Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC. ** |
| 2025-03-24 | 10-K | 10.4 | Second Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 18, 2025, by and between TPHS Investor LLC and Trinity Place Holdings Inc. ¥** |
| 2025-02-05 | 8-K | 10.3 | Termination Agreement (Asset Management Agreement), dated as of February 5, 2025, by and between TPHGreenwich Holdings LLC and TPH Asset Manager LLC |
| 2025-02-05 | 8-K | 10.2 | Shareholder Rights Agreement, dated as of February 5, 2025, by and between Trinity Place Holdings Inc. and Steel IP Investments, LLC |
| 2025-02-05 | 8-K | 10.1 | Stock Purchase Agreement, dated as of February 5, 2025, by and among Trinity Place Holdings Inc. (solely with respect to Sections 1.6.3 and 5.1 thereto), TPHS Lender LLC and Steel IP Investments, LLC |
| 2024-08-14 | 10-Q | 10.2 | Consulting Agreement, April 26, 2024, between TPHGreenwich Holdings LLC and Matthew Messinger.*¥ |
| 2024-08-14 | 10-Q | 10.1 | Amendment to Employment Agreement, dated April 26, 2024, by Trinity Place Holdings Inc. and Matthew Messinger.* |
| 2024-07-25 | 8-K | 10.1 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective June 11, 2024) |
| 2024-06-03 | 8-K | 10.1 | Extension Agreement, dated as of May 31, 2024 |
| 2024-04-17 | 8-K | 10.1 | Extension Agreement, dated as of April 12, 2024 |
| 2024-04-02 | 8-K | 10.1 | Letter Agreement, dated as of March 27, 2024, by and between Trinity Place Holdings Inc., a Delaware corporation, TPHS Lender LLC, a Delaware limited liability company and TPHS Investor LLC, a Delaware limited liability company |
| 2024-03-29 | 10-K | 10.22 | Registration Rights Agreement, dated as of February 14, 2024, by and between Trinity Place Holdings Inc. and the investor identified on Schedule A therein.** |
| 2024-03-29 | 10-K | 10.21 | Warrant Cancellation Agreement, dated as of February 14, 2024, by and between TPHS Lender LLC and Trinity Place Holdings Inc.** |
| 2024-03-29 | 10-K | 10.13 | Third Amendment to Master Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among MPF Greenwich Lender LLC, as lender, TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., and certain additional parties thereto, as guarantors. ¥** |
| 2024-03-29 | 10-K | 10.12 | Second Amendment to Master Loan Agreement and Loan Documents, dated as of May 22, 2023, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.** |
| 2024-03-29 | 10-K | 10.9 | Second Amendment to Amended and Restated Mezzanine Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower and Trinity Place Holdings Inc., as released Trinity guarantor. ¥** |
| 2024-03-29 | 10-K | 10.6 | Amended and Restated Credit Agreement, dated as of February 14, 2024, among TPHGreenwich Holdings LLC, as Borrower, certain subsidiaries of the borrower from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Mount Street US (Georgia) LLP, as administrative agent.** |
| 2024-03-29 | 10-K | 10.5 | Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC and TPHGreenwich Holdings LLC. ¥** |
| 2024-03-29 | 10-K | 10.4 | Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 14, 2024, by and between TPHS Investor LLC and Trinity Place Holdings Inc.. ¥** |
| 2024-02-05 | 8-K | 10.1 | Amendment to Stock Purchase Agreement, dated as of January 30, 2024, by and between Trinity Place Holdings Inc., a Delaware corporation, TPHS Lender LLC, a Delaware limited liability company and TPHS Investor LLC, a Delaware limited liability company |
| 2024-01-10 | 8-K | 10.1 | Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., a Delaware corporation, TPHS Lender LLC, a Delaware limited liability company and TPHS Investor LLC, a Delaware limited liability company |
| 2023-11-14 | 10-Q | 10.3 | Forbearance Agreement, dated as of September 1, 2023, by and among TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., as indemnitor, and Macquarie PF Inc., as administrative agent and lender. |
| 2023-11-14 | 10-Q | 10.2 | Forbearance Agreement, dated as of August 24, 2023, by and among Trinity Place Holdings Inc., as borrower, each subsidiary of borrower listed on the signature pages thereto, as a guarantor, TPH Lender LLC, as lender, and TPHS Lender LLC, as administrative agent. |
| 2023-11-14 | 10-Q | 10.1 | Forbearance Agreement, dated as of August 24, 2023, by and among TPHGreenwich Subordinate Mezz LLC, as borrower, Trinity Place Holdings Inc., as indemnitor, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender, and TPHS Lender II LLC, as administrative agent. |
| 2023-08-14 | 10-Q | 10.2 | Second Amendment to Warrant Agreement, dated as of June 15, 2023, between Trinity Place Holdings Inc. and TPHS Lender LLC. |
| 2023-08-14 | 10-Q | 10.1 | Amendment No. 7 to Credit Agreement, dated as of June 9, 2023, among Trinity Place Holdings Inc., as borrower, each subsidiary of the borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto and TPHS Lender LLC, as administrative agent. |
| 2023-06-23 | 8-K | 10.1 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 27, 2023) |
| 2023-05-15 | 10-Q | 10.1 | Amendment No. 6 to Credit Agreement, dated as of April 21, 2023, among Trinity Place Holdings Inc., as borrower, each subsidiary of the borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto and TPHS Lender LLC, as administrative agent. |
| 2023-03-31 | 10-K | 10.27 | First Amendment to Master Loan Agreement and Loan Documents, dated as of November 30, 2022, by and among Macquarie PF Inc., as lender, TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., as guarantor.** |
| 2023-03-31 | 10-K | 10.23 | First Amendment to Amended and Restated Mezzanine Agreement and Loan Documents, dated as of November 30, 2022, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger and Trinity Place Holdings Inc., as guarantor.** |
| 2023-03-31 | 10-K | 10.17 | Amendment No. 5 to Credit Agreement, dated as of November 30, 2022, among Trinity Place Holdings Inc. as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisor, LLC, as administrative agent ** |
| 2021-11-12 | 10-Q | 10.8 | Amendment No. 4 to Credit Agreement, dated as of November 10, 2021, among Trinity Place Holdings Inc., as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent. |
| 2021-11-12 | 10-Q | 10.6 | Amendment No. 2 to Credit Agreement, dated as of December 22, 2020, among Trinity Place Holdings Inc., as Borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent. |
| 2021-10-25 | 8-K | 10.6 | Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of October 22, 2021 (including the form of Registration Rights Agreement). |
| 2021-10-25 | 8-K | 10.5 | Amendment No. 3 to Credit Agreement, dated as of October 22, 2021, among Trinity Place Holdings Inc., as borrower, each subsidiary of Borrower listed on the signature pages thereto, as a guarantor, the lenders party thereto, and Trimont Real Estate Advisors, LLC, as administrative agent. |
| 2021-10-25 | 8-K | 10.4 | Amended and Restated Mezzanine Loan Agreement, dated as of October 22, 2021 by and among TPHGreenwich Subordinate Mezz LLC, as borrower, TPHGreenwich Mezz LLC, as additional pledger, TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent. |
| 2021-10-25 | 8-K | 10.3 | Interest and Carry Guaranty, made as of October 22, 2021 by Trinity Place Holdings Inc to Macquarie PF Inc. |
| 2021-10-25 | 8-K | 10.2 | Guaranty of Payment and Completion, dated as of October 22, 2021, by TPHGreenwich Owner LLC, as borrower, and Trinity Place Holdings Inc., to and for the benefit of Macquarie PF Inc., as lender and administrative agent. |
| 2021-10-25 | 8-K | 10.1 | Master Loan Agreement, dated as of October 22, 2021 by and between TPHGreenwich Owner LLC, as borrower, and Macquarie PF Inc., as lender and administrative agent. |
| 2021-10-15 | 8-K | 10.2 | Forbearance Agreement entered into on October 8, 2021, effective as of October 1, 2021, by and among TPHGreenwich Subordinate Mezz LLC, Trinity Place Holdings Inc., TPHS Lender II LLC, as lender and as administrative agent for the benefit of Lender. |
| 2021-10-15 | 8-K | 10.1 | Forbearance Agreement entered into on October 8, 2021, effective as of October 1, 2021, by and among TPHGreenwich Owner LLC, Trinity Place Holdings Inc., TPHGreenwich Mezz LLC and Massachusetts Mutual Life Insurance Company. |
| 2021-08-13 | 8-K | 10.1 | At Market Issuance Sales Agreement by and among Trinity Place Holdings Inc. and B. Riley Securities, Inc. dated August 13, 2021 |
| 2021-08-11 | 10-Q | 10.3 | Forbearance Agreement, made as of June 30, 2021, by and among TPHGreenwich Subordinate Mezz LLC, Trinity Place Holdings Inc. and TPHS Lender II LLC, as lender and as administrative agent for the benefit of lender. |
| 2021-08-11 | 10-Q | 10.2 | Second Forbearance Agreement, made as of June 30, 2021, by and among TPHGreenwich Owner LLC, Trinity Place Holdings Inc., TPHGreenwich Mezz LLC, Massachusetts Mutual Life Insurance Company and solely for purposes of acknowledging paragraph 8 therein, TPHS Lender II LLC. |
| 2021-07-02 | 8-K | 10.1 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan (as amended, effective April 23, 2021) |
| 2021-03-31 | 10-K | 10.24 | Mezzanine Loan Agreement, among TPHGreenwich Subordinate Mezz LLC, as borrower, and TPHS Lender II LLC and each other lender from time to time party thereto, as lender, and TPHS Lender II LLC, as administrative agent, dated as of December 22, 2020** |
| 2021-03-31 | 10-K | 10.21 | Amendment to Warrant Agreement, dated as of December 22, 2020, between Trinity Place Holdings Inc. and TPHS Lender LLC** |
| 2021-03-31 | 10-K | 10.18 | First Amendment to Master Loan Agreement between TPHGreenwich Owner LLC and Massachusetts Mutual Life Insurance Company, dated as of December 22, 2020** |
| 2019-12-20 | 8-K | 10.4 | Letter Agreement, dated as of December 19, 2019, between Trinity Place Holdings Inc. and TPHS Lender LLC. |
| 2019-12-20 | 8-K | 10.3 | Registration Rights Agreement, dated as of December 19, 2019, by and between Trinity Place Holdings Inc. and the investors set forth on Schedule A thereof. |
| 2019-12-20 | 8-K | 10.2 | Warrant Agreement, dated as of December 19, 2019, among Trinity Place Holdings Inc. and TPHS Lender LLC. |
| 2019-12-20 | 8-K | 10.1 | Credit Agreement, dated as of December 19, 2019, among Trinity Place Holdings Inc., as Borrower, certain subsidiaries of Trinity Place Holdings Inc., from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Trimont Real Estate Advisors, LLC, as Administrative Agent. |
| 2019-06-14 | 8-K | 10.1 | Amended and Restated Trinity Place Holdings Inc. 2015 Stock Incentive Plan |
| 2018-06-20 | 8-K | 10.1 | Extension, dated June 20, 2018, to At the Market Offering Agreement, dated December 2, 2016, between the Company and Craig-Hallum Capital Group LLC |
| 2018-03-15 | 10-K | 10.18 | School Design, Construction, Funding and Purchase Agreement, between TPHGreenwich Owner LLC, as developer, and New York City School Construction Authority, dated as of December 22, 2017 |
| 2018-03-15 | 10-K | 10.17 | Completion Guaranty, dated as of December 22, 2017, by Trinity Place Holdings Inc. to and for the benefit of New York City School Construction Authority |
| 2018-03-15 | 10-K | 10.16 | Guaranty of Payment and Completion, dated as of December 22, 2017, by Trinity Place Holdings Inc. to and for the benefit of Massachusetts Mutual Life Insurance |
| 2018-03-15 | 10-K | 10.15 | Master Loan Agreement, between TPHGreenwich Owner LLC, as borrower and Massachusetts Mutual Life Insurance Company, as lender and administrative agent, dated as of December 22, 2017 |
| 2017-11-08 | 10-Q | 10.1 | Option Agreement, dated as of September 8, 2017, by and between 470 4th Avenue Investors LLC and 470 4th Avenue Fee Owner, LLC. |
| 2017-02-21 | 8-K | 10.1 | Private Placement Agreement, by and among the Company and the investors identified on Schedule A therein, dated as of February 14, 2017 (including the form of Registration Rights Agreement). |
| 2016-12-06 | 8-K | 10.1 | At the Market Offering Agreement by and among Trinity Place Holdings Inc. and Craig-Hallum Capital Group LLC dated December 2, 2016 |
| 2016-11-07 | 10-Q | 10.1 | Limited Liability Company Agreement of Pacolet Trinity 223 Partners, LLC, dated as of October 13, 2016. |
| 2016-05-10 | 10-Q | 10.2 | Letter Agreement, between Trinity Place Holdings Inc. (formerly Syms Corp.) and Richard Pyontek, dated June 24, 2011 |
| 2016-02-01 | 8-K | 10.1 | Trinity Place Holdings Inc. Restricted Stock Unit Agreement, entered into as of January 28, 2016, by and between Matthew Messinger and Trinity Place Holdings Inc. |
| 2015-09-22 | 8-K | 10.1 | Letter Agreement, between Trinity Place Holdings Inc. and Steven Kahn, dated September 16, 2015. |
| 2015-09-15 | 8-K | 10.4 | Trinity Place Holdings Inc. 2015 Stock Incentive Plan |
| 2015-09-15 | 8-K | 10.3 | Amendment to Employment Agreement, dated as of September 11, 2015, by and between Trinity Place Holdings Inc. and Matthew Messinger |
| 2015-09-15 | 8-K | 10.2 | Investment Agreement, by and among Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund and the Company, dated as of September 11, 2015 (including the form of Registration Rights Agreement). |
| 2015-09-15 | 8-K | 10.1 | Investment Agreement, by and among MFP Partners, L.P. and the Company, dated as of September 11, 2015 (including the form of Registration Rights Agreement). |
| 2015-02-13 | 8-K | 10.3 | Non-Recourse Carveout Guaranty, dated as of February 9, 2015, by Trinity Place Holdings Inc. for the benefit of Sterling National Bank for the ratable benefit of the lenders specified in the Loan Agreement. |
| 2015-02-13 | 8-K | 10.2 | Mortgage and Security Agreement, Assignment of Leases and Rents and Fixtures Filing, dated as of February 9, 2015, by TPHGreenwich Owner LLC to Sterling National Bank, in its capacity as Administrative Agent for the lenders party from time to time to the Loan Agreement. |
| 2015-02-13 | 8-K | 10.1 | Loan Agreement, dated as of February 9, 2015, among TPHGreenwich Owner LLC, as the Borrower, Sterling National Bank, as Administrative Agent and the lenders party thereto. |
| 2014-12-31 | 8-K | 10.1 | Motion for an Order (i) Authorizing the Reorganized Debtors to Enter into Secured Debt Financing and Effectuate the Transactions Contemplated Therein; (ii) Authorizing the Reorganized Debtors to Sell Syms Owned Real Estate; and (iii) Granting Related Relief. |
| 2014-05-30 | 10-K | 10.6 | Form of Restricted Stock Unit (“RSU”) Agreement for employees |
| 2014-05-22 | 8-K | 10.3 | Order Approving Stipulation and Settlement Agreement By and Among the Reorganized Debtors, ASG Equities Secaucus LLC, and the Hartz Entities. |
| 2014-05-22 | 8-K | 10.2 | Assignment of Ground Lease, General Assignment and Bill of Sale, dated as of May 20, 2014. |
| 2014-05-22 | 8-K | 10.1 | Amended Order Pursuant to 11 U.S.C. §§ 105(a), 363, and 365 and Fed. R. Bankr. P. 9019, the Plan and Confirmation Order (i) Approving Settlement (ii) Authorizing Assumption and Assignment of Unexpired Lease of Non-Residential Real Property Located at One Syms Way, Secaucus, New Jersey and (iii) Granting Related Relief. |
| 2013-10-02 | 8-K | 10.2 | Employment Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Matthew Messinger |
| 2013-10-02 | 8-K | 10.1 | Stock Purchase Agreement, dated as of October 1, 2013, between Trinity Place Holdings Inc. and Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund |
| 2013-05-31 | 10-K | 10.2 | Engagement |
| 2012-10-09 | 10-Q | 10.1 | Engagement Agreement for CEO Services, dated September 14, 2012, between Trinity Place Holdings Inc. and Esopus Creek Management LLC |
| 2011-12-27 | 10-K/A | 10.5 | EXHIBIT 10.5 - CREDIT AGREEMENT |
| 2011-07-07 | 10-Q | 10.2 | Employment offer letter dated September 14, 2010 between Syms Corp and Carl Palumbo. |
| 2011-07-07 | 10-Q | 10.1 | Employment offer letter dated September 8, 2010 between Syms Corp and Laura Brandt. |
| 2011-06-17 | 8-K | 10.1 | – Third Amendment to Credit Agreement dated as of June 16, 2011 by and among Syms Corp as Lead Borrower, Filene’s Basement, LLC as Borrower and Bank of America, N.A. as Administrative Agent and Collateral Agent and as a Lender. |
| 2011-05-13 | 10-K | 10.7 | Second Amendment to the Credit Agreement, dated as of March 8, 2011 |
| 2011-05-13 | 10-K | 10.5 | Credit Agreement, dated as of August 27, 2009, by and among Syms Corp, SYL LLC, the guarantors party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer (the “Credit Agreement”) (re-filed; formerly filed as exhibit 10.1 to Current Report on Form 8-K dated September 1, 2009) |
| 2011-01-07 | 8-K | 10.1 | – First Amendment to Credit Agreement dated as of January 7, 2011 by and |
| 2009-09-01 | 8-K | 10.1 | Credit Agreement, dated as of August 27, 2009, by and among Syms Corp, SYL LLC, the guarantors party thereto from time to time, (iii) the lenders party thereto from time to time and (iv) Bank of America, N.A., as administrative agent, collateral agent and letter of credit issuer |