a50916901ex4_2.htm


Exhibit 4.2


 



EXHIBIT A


 


[FORM OF FACE OF GLOBAL RESTRICTED NOTE]







[Applicable Restricted Notes Legend]







[Depository Legend, if applicable]








	
No. [___]

	 	
Principal Amount $[___________]







 


 



	
  

	
(as revised by the Schedule of Increases and Decreases in Global Notes attached hereto)







 



	
  

	
CUSIP NO. _________________________







 


 


LADDER CAPITAL FINANCE HOLDINGS LLLP


 


and


 


LADDER CAPITAL FINANCE CORPORATION


 


5.875% Senior Notes due 2021


 


Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership and Ladder Capital Finance Corporation, a Delaware corporation, jointly and severally, promise to pay to Cede & Co., or its registered assigns, the principal sum of _______________ dollars (as revised by the Schedule of Increases and Decreases in Global Notes attached hereto), on August 1, 2021.


 


Interest Payment Dates: August 1 and February 1, commencing on [February 1, 2015]


 


Record Dates: July 15 and January 15


 


Additional provisions of this Note are set forth on the other side of this Note.


 


 


 




  





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IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed.


 


 


 


 



  LADDER CAPITAL FINANCE HOLDINGS LLLP


 


  By:          ________________________________ 


  Name:


  Title:


 


 


 


 


   LADDER CAPITAL FINANCE CORPORATION


 


   By:           


   Name:


   Title:




 


 


 


 


 


 


 




  





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TRUSTEE CERTIFICATE OF AUTHENTICATION


 


 


This Note is one of the Notes referred to in the within-mentioned Indenture.


 


  WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Trustee


 


 


 


By:                     ________________________________ 


 Name:


  Title:


 


 


 


Dated:   ________________________________            







 




  





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[FORM OF REVERSE SIDE OF NOTE]


 


LADDER CAPITAL FINANCE HOLDINGS LLLP


 


and


 


LADDER CAPITAL FINANCE CORPORATION


 


5.875% Senior Notes due 2021


 


 


Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture.


 


1.             Interest


 


Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership, and Ladder Capital Finance Corporation, a Delaware corporation, jointly and severally, promise to pay interest on the principal amount of this Note at 5.875% per annum from August 1, 2014, until maturity. The Issuers will pay interest semi-annually in arrears every August 1 and February 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be [February 1, 2015]. The Issuers shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.             Method of Payment


 


By no later than 10:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Issuers shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium and interest when due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding July 15 and January 15 at the office or agency of the Issuers maintained for such purpose pursuant to Section 2.3 of the Indenture. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Issuers maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuers as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.


 


3.              Paying Agent and Registrar


 


The Issuers initially appoint Wilmington Trust, National Association (the “Trustee”) as Registrar and Paying Agent for the Notes. The Issuers may change any Registrar or Paying Agent without prior notice to the Holders. The Issuers or any Guarantor may act as Paying Agent, Registrar or transfer agent.


 


 




  





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4.              Indenture


 


The Issuers issued the Notes under an Indenture, dated as of August 1, 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuers and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms.


 


5.              [Reserved]


 


6.              [Reserved]


 


7.              Redemption


 


(a)           At any time prior to August 1, 2017, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.


 


(b)           At any time and from time to time prior to August 1, 2017, the Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 105.875% plus accrued and unpaid interest, if any, to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 65% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuers or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.


 


(c)           At any time and from time to time on or after August 1, 2017, the Issuers may redeem the Notes, in whole or in part, at their option, upon not less than 30 nor more than 60 days’ notice at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the relevant Redemption Date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve month period beginning on August 1 of the year set forth below:


 



	
Redemption Period

	 	 	
Price


	 	 	 	 
	
2017

	 	 	
104.40625%


	 	 	 	 
	
2018

	 	 	
102.93750%


	 	 	 	 
	
2019

	 	 	
101.46875%


	 	 	 	 
	
2020 and thereafter

	 	 	
100.00000%












 


(d)           Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.


 


(e)           Any redemption pursuant to this paragraph shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture.


 


 




  





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The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes; provided however, that under certain circumstances, the Issuers may be required to offer to purchase Notes under Section 3.5 and Section 3.9 of the Indenture. The Issuers may at any time and from time to time purchase Notes in open-market transactions, tender offers or otherwise.


 


8.             Repurchase Provisions


 


If a Change of Control Repurchase Event occurs, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture.


 


Upon certain Asset Sales, the Issuers may be required to use the Excess Proceeds from such Asset Sales to offer to offer to purchase the maximum aggregate principal amount of Notes (that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.


 


9.             Denominations; Transfer; Exchange


 


The Notes shall be issuable only in fully registered form in denominations of minimum principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.


 


10.           Persons Deemed Owners


 


The registered Holder of this Note may be treated as the owner of it for all purposes.


 


11.           [Reserved]


 


12.           Discharge and Defeasance


 


Subject to certain exceptions and conditions set forth in the Indenture, the Issuers at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal, premium, and interest on the Notes to redemption or maturity, as the case may be.


 


13.           Amendment, Supplement, Waiver


 


Subject to certain exceptions contained in the Indenture, the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes as provided in the Indenture.


 


 




  





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14.           Defaults and Remedies


 


If an Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers or certain Guarantors) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in principal amount of the outstanding Notes by notice to the Issuers and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, and any other monetary obligations on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest, if any, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Issuers or certain Guarantors occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest and any other monetary obligations on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.


 


15.           Trustee Dealings with the Issuers


 


Subject to certain limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition, the Trustee shall be permitted to engage in transactions with the Issuers; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign.


 


16.           No Recourse Against Others


 


No director, officer, employee, incorporator or shareholder of the Issuers or any of its Subsidiaries or Affiliates, as such (other than the Issuers and the Guarantors), shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 


17.           Authentication


 


This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.


 


18.           Abbreviations


 


Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).


 


19.           CUSIP and ISIN Numbers


 


The Issuers have caused CUSIP and ISIN numbers, if applicable, to be printed on the Notes and have directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon.


 


20.           Governing Law


 


This Note shall be governed by, and construed in accordance with, the laws of the State of New York.


 


 



 




  





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The Issuers will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:


 


Ladder Capital Finance Holdings LLLP


Ladder Capital Finance Corporation


345 Park Avenue, 8th Floor


New York, New York 10154


Attention: Marc Fox and Pamela McCormack


Facsimile: (212) 715-3199


 


 


 




  





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ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


 


 







(Print or type assignee’s name, address and zip code) 









 


 











(Insert assignee’s social security or tax I.D. No.)


 


 


and irrevocably appoint ___________ agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.


 


                                                                                                                            



 



	Date: 	 Your Signature: 	 





 




  




	 Signature Guarantee:	 
	 	 (Signature must be guaranteed)





  




 













Sign exactly as your name appears on the other side of this Note.


 


The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned hereby certifies that it £ is / £ is not an Affiliate of the Issuers and that, to its knowledge, the proposed transferee £ is / £ is not an Affiliate of the Issuers.


 


In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuers or any Affiliate of the Issuers, the undersigned confirms that such Notes are being:


 


CHECK ONE BOX BELOW:


 


 



	
  

	
(1)

	
£

	
acquired for the undersigned’s own account, without transfer; or







 



	
  

	
(2)

	
£

	
transferred to the Issuers; or







 



	
  

	
(3)

	
£

	
transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or







 



	
  

	
(4)

	
£

	
transferred pursuant to an effective registration statement under the Securities Act; or







 



	
  

	
(5)

	
£

	
transferred pursuant to and in compliance with Regulation S under the Securities Act; or







 



	
  

	
(6)

	
£

	
transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Section 2.8 or 2.10 of the Indenture, respectively); or







 


 




  





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(7)

	
£

	
transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.







 


Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuers may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuers may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such Act.


 








 



	 	 
	 	Signature





 




 


 



 



	Signature Guarantee: 	 	 
	 	 	 
	 	 	 
	 (Signature must be guaranteed)	 	 Signature





 




 


 


The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


 


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.


 



 




The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 




 



	 	 
	 	 Dated:





 




 


 



 


 




  





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[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES


 


 


The following increases or decreases in this Global Note have been made:


 


 


 



	

Date of Exchange



	 	

Amount of decrease 


in Principal Amount 


of this Global Note



	 	

Amount of increase 


in Principal Amount 


of this Global Note



	 	

Principal Amount of 


this Global Note following such 


decrease or increase



	 	

Signature of 


authorized signatory of Trustee or Notes Custodian




	  	 	  	 	  	 	  	 	  
	  	 	  	 	  	 	  	 	  
	  	 	  	 	  	 	  	 	  
	  	 	  	 	  	 	  	 	  










 


 


 


 




  





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OPTION OF HOLDER TO ELECT PURCHASE


 


If you elect to have this Note purchased by the Issuers pursuant to Section 3.5 or 3.9 of the Indenture, check either box:


 


Section 3.5 £                                Section 3.9 £


 


If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased): _________________.


 


 




	 Date:	 	 Your Signature 	 
	 	 	 	
(Sign exactly as your name appears on the other side of the Note)


	 	 	 	 





 




 




	 Signature Guarantee:	 
	 	 (Signature must be guaranteed)







 


 


The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


 


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