FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 5th, 2015 • Ladder Capital Corp • Real estate • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 31, 2014, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
THIRD AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of December 31, 2014Limited Liability Limited Partnership Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of 11:59:57 on December 31, 2014 (the “Effective Time”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) each General Partner (as herein defined), and (iii) 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.
COUNTERPART AGREEMENTCounterpart Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • New York
This COUNTERPART AGREEMENT, dated December 31, 2014 (this “Counterpart Agreement”), is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of February 11, 2014 (as it may be amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among LADDER CORPORATE REVOLVER I LLC, a Delaware limited liability company (the “Borrower”), LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (“Parent”), and CERTAIN SUBSIDIARIES AND SERIES OF PARENT, as Guarantors, the Lenders party thereto from time to time and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent.
SECOND AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of December 5, 2014Limited Liability Limited Partnership Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of December 5, 2014 (the “Effective Time”), of Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Partnership”), is by and among (i) the Partnership, (ii) the General Partner (as herein defined), and (iii) 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.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENTTax Receivable Agreement • January 5th, 2015 • Ladder Capital Corp • Real estate • Delaware
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (this “Agreement”), is entered into as of 11:59:58 p.m. on December 31, 2014 (the “TRA Effective Time”), by and among Ladder Capital Corp, a Delaware corporation (the “Corporation”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), Series TRS of Holdings, a series of a Delaware limited liability limited partnership (“Series TRS”), LC TRS I LLC, a Delaware limited liability company (“LC TRS I”), and each of the TRA Members (as herein defined).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • January 5th, 2015 • Ladder Capital Corp • Real estate • New York
THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of December 31, 2014, by and among the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
