BLACKSTONE MORTGAGE TRUST, INC., Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of November 25, 2013 Senior Debt SecuritiesIndenture • November 25th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York
* This Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
Blackstone Mortgage Trust, Inc. Underwriting AgreementUnderwriting Agreement • November 25th, 2013 • Blackstone Mortgage Trust, Inc. • Real estate investment trusts • New York
Blackstone Mortgage Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $150,000,000 principal amount of its 5.25% Convertible Senior Notes due 2018 (the “Underwritten Securities”), convertible into cash, shares of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), or a combination of cash and shares of Common Stock at the Company’s election (any such shares issuable upon conversion, including the maximum number of shares that may be added to the conversion rate in connection with a make-whole fundamental change, the “Underlying Shares”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional $22,500,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2018 (the “Option Securities” and, toge
