LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $325,000,000 7.375% Senior Notes due 2017 INDENTURE Dated as of September 19, 2012Indenture • April 30th, 2013 • Ladder Capital Finance Corp • New York
INDENTURE dated as of September 19, 2012, among LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (the “Company”) and LADDER CAPITAL FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and together with the Company, the “Issuers”) and WIL-MINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Ladder Capital Finance Holdings LLLP, Ladder Capital Finance Corporation and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith...Registration Rights Agreement • April 30th, 2013 • Ladder Capital Finance Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 19, 2012, by and among Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Company”), Ladder Capital Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and J.P. Morgan Securities LLC, as representative for the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), all of whom have agreed to purchase the Issuers’ $325,000,000 7.375% Senior Notes due 2017 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • April 30th, 2013 • Ladder Capital Finance Corp • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of , 201 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and [EXECUTIVE’S NAME] (“Executive”).
LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of August 9, 2011Limited Liability Limited Partnership Agreement • April 30th, 2013 • Ladder Capital Finance Corp • Delaware
This LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of August 9, 2011 (the “Second Effective Date”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the General Partner (as herein defined) and (ii) each of the Persons who is a party to or otherwise bound by this Agreement as a Limited Partner (as herein defined). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Article I.
FIRST AMENDMENT TO THE LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLPLadder Capital Finance Corp • April 30th, 2013 • Delaware
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.
