ladder-2029notesxfirstsu






1 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of September 27, 2021 (this  “Supplemental Indenture”), by and among Ladder Capital Realty III LLC (the “Guaranteeing  Subsidiary”), the parties that are signatories hereto as Released Guarantors (collectively, the  “Released Guarantors” and each, a “Released Guarantor”) and Wilmington Trust, National  Association, as Trustee under the Indenture referred to below, and acknowledged by Ladder  Capital Finance Holdings LLLP and Ladder Capital Finance Corporation (together, the “Issuers”  and each an “Issuer”). W I T N E S S E T H: WHEREAS, each of the Issuers and the Trustee have heretofore executed and delivered  an indenture dated as of June 23, 2021 (as amended, supplemented, waived or otherwise  modified, the “Indenture”), providing for the issuance of 4.750% Senior Notes due 2029 (the  “Notes”) of the Issuers; WHEREAS, the Indenture provides that, under certain circumstances, the Guaranteeing  Subsidiary shall execute and deliver to the Trustee a supplemental indenture to which the  Guaranteeing Subsidiary shall fully, unconditionally and irrevocably guarantee, as primary  obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder  of the Notes and the Trustee the Guaranteed Obligations under the Notes and the Indenture on  the terms and conditions set forth herein and under the Indenture (the “Guarantee”);  WHEREAS, the Indenture provides that, under certain circumstances, the Guarantee of a  Guarantor will terminate, including upon a sale or other disposition (including by way of  consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all  or substantially all the assets of the Guarantor (other than to the Company or a Restricted  Subsidiary) otherwise permitted by the Indenture;  WHEREAS, the Guarantee of the Released Guarantors is permitted to be terminated  pursuant to the terms of the Indenture, and the Released Guarantors, the Issuers and the Trustee  seek to confirm and evidence the release, termination and discharge of the Guarantees provided  by the Released Guarantors; WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuers, any Guarantor (with  respect to its Guarantee) and the Trustee are authorized to execute and deliver this Supplemental  Indenture to amend or supplement the Indenture, without the consent of any Holder; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable  consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant  and agree for the equal and ratable benefit of the Holders of the Notes as follows: ARTICLE I  DEFINITIONS Section 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in  the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words  





 






2 “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental  Indenture refer to this Supplemental Indenture as a whole and not to any particular section  hereof. ARTICLE II  AGREEMENT TO BE BOUND; GUARANTEE Section 2.1 Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a  party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all  of the obligations and agreements of a Guarantor under the Indenture. Section 2.2 Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several  basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to  each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the  Indenture on a senior basis. ARTICLE III  RELEASE OF GUARANTEE Section 3.1 Release. The Guarantee of each of the Released Guarantors is hereby  terminated as of the date hereof and shall be of no further force or effect, and each of the  Released Guarantors has been released from all obligations and for all purposes under the  Indenture and such Guarantee. From and after the date hereof, the Released Guarantors shall not  be subject to any covenants or other obligations under the Indenture and shall not be deemed to  be a party to the Indenture. ARTICLE IV  MISCELLANEOUS Section 4.1 Notices. All notices and other communications to the Guaranteeing  Subsidiary shall be given as provided in the Indenture to the Guaranteeing Subsidiary at its  address set forth below, with a copy to the Issuers as provided in the Indenture for notices to the  Issuers. Section 4.2 Merger and Consolidation. The Guaranteeing Subsidiary shall not sell or  otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or  into another Person (other than the Issuers or any Restricted Subsidiary that is a Guarantor or  becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(d)  of the Indenture. Section 4.3 Release of Guarantee. The Guarantee of the Guaranteeing Subsidiary  shall be released in accordance with Section 10.2 of the Indenture. Section 4.4 Parties. Nothing expressed or mentioned herein is intended or shall be  construed to give any Person, firm or corporation, other than the Holders and the Trustee, any  legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or  the Indenture or any provision herein or therein contained. 





 






3 Section 4.5 Governing Law. This Supplemental Indenture shall be governed by, and  construed in accordance with, the laws of the State of New York. Section 4.6 Severability. In case any provision in this Supplemental Indenture shall  be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining  provisions shall not in any way be affected or impaired thereby and such provision shall be  ineffective only to the extent of such invalidity, illegality or unenforceability. Section 4.7 Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is  subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary  acknowledges that it will receive direct and indirect benefits from the financing arrangements  contemplated by the Indenture and this Supplemental Indenture and that the guarantee and  waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such  benefits. Section 4.8 Ratification of Indenture; Supplemental Indentures Part of  Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and  confirmed and all the terms, conditions and provisions thereof shall remain in full force and  effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every  Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Section 4.9 The Trustee. The Trustee makes no representation or warranty as to the  validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained  herein, all of which recitals are made solely by the other parties hereto. Section 4.10 Counterparts. The parties hereto may sign any number of copies of this  Supplemental Indenture. Each signed copy shall be an original, but all of them together represent  the same agreement. The exchange of copies of this Supplemental Indenture and of signature  pages by electronic, facsimile or PDF transmission shall constitute effective execution and  delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the  original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted  electronically or by facsimile or PDF shall be deemed to be their original signatures for all  purposes. Section 4.11 Execution and Delivery. The Guaranteeing Subsidiary agrees that its  Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each  Note a notation of any such Guarantee. Section 4.12 Headings. The headings of the Articles and the Sections in this  Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or  affect the meaning or interpretation of any provisions hereof. 





 






  [Signature Page to Supplemental Indenture (2029 Notes)]  IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to  be duly executed as of the date first above written.  LADDER CAPITAL REALTY III LLC,  as Guaranteeing Subsidiary  By:          Name: Kelly Porcella  Title:   Chief Administrative Officer, General Counsel and              Secretary  Address for Notices:  345 Park Avenue, 8th Floor  New York, New York 10154  Attention: Paul J. Miceli and Kelly Porcella       LVT JV MEMBER LLC  LC TRS III LLC  GRAND RAPIDS JV MEMBER LLC  LITHIA SPRINGS JV MEMBER LLC  LA CIENEGA JV MEMBER LLC  IOP JV MEMBER LLC,  each as a Released Guarantor  By:          Name: Kelly Porcella  Title:   Chief Administrative Officer, General Counsel                and/or Authorized Person       





 






  [Signature Page to Supplemental Indenture (2029 Notes)]  Acknowledged by:  LADDER CAPITAL FINANCE HOLDINGS LLLP  By:    Name: Paul J. Miceli  Title:   Authorized Officer   LADDER CAPITAL FINANCE CORPORATION  By:    Name: Paul J. Miceli  Title:   Chief Financial Officer      





 






[Signature Page to Supplemental Indenture (2029 Notes)] WILMINGTON TRUST, NATIONAL  ASSOCIATION, as Trustee By: Name: Barry D. Somrock Title: Vice President