Exhibit 4.1

 

SECOND SUPPLEMENTAL INDENTURE

 

SECOND SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 28, 2014, by and among Ladder Capital Corp, as Guarantor (the “Guarantor”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

 

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 September 19, 2012 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $325.0 million of 7.375% Senior Notes due 2017 (the “Notes) of the Issuers (as defined in the Indenture);

 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuers, any Guarantor and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture to provide for a guarantee of the Issuers’ obligations under the Notes and the Indenture (the “Guarantee”) 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 Guarantor, the Issuers and the Trustee 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 “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 Guarantor 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 Guarantor, 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

 

MISCELLANEOUS

 

SECTION 3.1.      Notices.  All notices and other communications to the Guarantor shall be given as provided in the Indenture to each Guarantor, at its address set forth below, with a copy to the Issuers as provided in the Indenture for notices to the Issuers.

 

SECTION 3.2.           Merger and Consolidation.  The Guarantor will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:

 

(1) the Successor Company will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia and the Successor Company (if not the Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Guarantor under the Guarantee;

 

(2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such

 











 

transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

 

(3) immediately after giving effect to such transaction, either (i) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) of the Indenture or (ii) the Consolidated Debt to Equity Ratio of the Company and its Restricted Subsidiaries would not be greater than it was immediately prior to giving effect to such transaction; and

 

(4) the Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of (2) and (3) above.

 

SECTION 3.3.      Release of Guarantee.  The Guarantee shall be released in accordance with Section 10.2 of the Indenture.

 

SECTION 3.4.      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.

 

SECTION 3.5.      Governing Law.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

SECTION 3.6.      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 3.7.      Benefits Acknowledged.  The Guarantor’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guarantor 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 3.8.      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 3.9.      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 3.10.    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 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 by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

SECTION 3.11.    Execution and Delivery.  The Guarantor 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 3.12.    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.

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
LADDER   CAPITAL CORP,
    
	
 
    	
 
    	
 
    
	
 
    	
as   Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Marc Fox
    
	
 
    	
 
    	
Name:   Marc Fox
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
Address   for Notices:
    
	
 
    	
 
    
	
 
    	
345   Park Avenue
    
	
 
    	
8th   Floor
    
	
 
    	
New   York, New York 10154
    
				


 

 

	
Acknowledged   by:
    	
 
    
	
 
    	
 
    
	
LADDER   CAPITAL FINANCE HOLDINGS LLLP
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Marc Fox
    	
 
    
	
 
    	
Name:
    	
Marc   Fox
    	
 
    
	
 
    	
Title:
    	
Chief   Financial Officer
    	
 
    
	
 
    	
 
    
	
LADDER   CAPITAL FINANCE CORPORATION
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Marc Fox
    	
 
    
	
 
    	
Name:
    	
Marc   Fox
    	
 
    
	
 
    	
Title:
    	
Assistant   Secretary
    	
 
    
						


 

[Signature Page to Supplemental Indenture]

 











 

	
 
    	
WILMINGTON   TRUST, NATIONAL
   ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jane Y. Schweiger
    
	
 
    	
 
    	
Name:   Jane Y. Schweiger
    
	
 
    	
 
    	
Title:   Vice President
    


 

[Supplemental Indenture Signature Page]