FIRST AMENDMENT TO THE LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP

Exhibit 3.5

FIRST AMENDMENT TO THE

LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF

LADDER CAPITAL FINANCE HOLDINGS LLLP

The undersigned, which collectively represent the Participating Preferred Majority Holders, the TowerBrook Majority Holders and the GI Majority Holders, desire to amend, as of February 10, 2012, the Limited Liability Limited Partnership Agreement, dated as of August 9, 2011 (the “Partnership Agreement”) of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement.

1. Amendments.

(a) The Partnership Agreement is hereby amended by adding the following as an additional defined term for purposes of Section 1.1 of the Partnership Agreement:

““Extinguishable Class A-2 Common Units” means any Original Class A-2 Common Units that may be issued by the Partnership pursuant to an Equity Grant Agreement entered into during or after calendar year 2012 by the Partnership which specifically provides in such Equity Grant Agreement that such Original Class A-2 Common Units will be “Extinguishable Class A-2 Common Units” for purposes of this Agreement.”

(b) The Partnership Agreement is hereby amended by adding the following as a sentence at the end of the defined term for “Forfeited Class A-2 Common Unit” in Section 1.1 of the Partnership Agreement:

“Notwithstanding the foregoing or anything else set forth in this Agreement, if any Extinguishable Class A-2 Common Units are forfeited to the Partnership pursuant to the terms of the applicable Equity Grant Agreement, such Extinguishable Class A-2 Common Units that are so forfeited (i) shall cease to be issued and outstanding (and will not be deemed to be issued and outstanding) for purposes of this Agreement, (ii) will not be “Forfeited Class A-2 Common Units” or “Warehoused Class A-2 Common Units” for purposes of this Agreement, (iii) will not be deemed to be owned by any holder of Class A Common Units pursuant to Section 5.9 and (iv) will not thereafter be re-issued by the Partnership other than in compliance with the requirements of Section 5.8.”

(c) The Partnership Agreement is hereby amended by deleting the second sentence of Section 5.12(a) of the Partnership Agreement.

2. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

3. Counterparts; Facsimile and Email. This Amendment may be executed in any number of counterparts (and may be transmitted via facsimile or email), each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

4. Descriptive Headings. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.

*  *  *  *  *  *

2

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP to be duly executed as of the date set forth in the introductory paragraph hereof.

GENERAL PARTNER:
LCFH GP, LLC
By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Authorized Person
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Authorized Person
LIMITED PARTNERS:
TI II LADDER HOLDINGS, LLC
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President
TCP LADDER BLOCKER, INC.
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx

[Continuation of Signature Page to this First Amendment to the

Limited Liability Limited Partnership Agreement

of Ladder Capital Finance Holdings LLLP]

GP09 LADDER LIMITED PARTNERSHIP
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Director of GP
MERIDIAN LCF LLC
By:		/s/ Xxxxxxxxx XxXxxxxxx
		Name:		Xxxxxxxxx XxXxxxxxx
		Title:		Sole Member
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx

[Continuation of Signature Page to this First Amendment to the

Limited Liability Limited Partnership Agreement

of Ladder Capital Finance Holdings LLLP]

GI LADDER HOLDCO LLC
By:		GI Partners Fund III L.P., its sole member
By:		GI GP III L.P., its General Partner
By:		GI GP III LLC, its General Partner
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Authorized Person
GI LADDER HOLDCO ECI BLOCKER, INC.
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Authorized Person
GI LADDER HOLDCO UBTI BLOCKER, INC.
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Authorized Person