LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $300,000,000 5.875% Senior Notes due 2021Indenture • August 1st, 2014 • Ladder Capital Corp • Real estate • New York
•] Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) [FORM OF EQUITY UNDERWRITING AGREEMENT]Equity Underwriting Agreement • January 13th, 2014 • Ladder Capital Corp • Real estate
Ladder Capital Corp, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s Class A common stock, $0.001 par value (the “Class A Common Stock”). The
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $650,000,000 4.750% Senior Notes due 2029 INDENTURE Dated as of June 23, 2021Indenture • June 23rd, 2021 • Ladder Capital Corp • Real estate investment trusts • New York
INDENTURE dated as of June 23, 2021, among LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (the “Company”), and LADDER CAPITAL FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors from time to time parties hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLANIncentive Stock Option Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2014 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
10,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • New York
The persons listed on Schedule I-A hereto (collectively, the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I-B hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of the Class A common stock, $0.001 par value (the “Class A Common Stock”) of Ladder Capital Corp, a Delaware corporation (the “Company”). The respective amounts of the Firm Shares to be so sold by each of the Selling Stockholders to the several Underwriters are set forth opposite the names of each of the Selling Stockholders on Schedule I-A hereto and the respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite the names of each of the Underwriters on Schedule I-B hereto. The Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to 1,500,000 additional shares of the Class A Common Stock (the “Option Shares
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2014 • Ladder Capital Corp • Real estate • Delaware
This Indemnification Agreement (this “Agreement”), dated as of [ ], 2014, by and between Ladder Capital Corp (the “Company”) and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2021 • Ladder Capital Corp • Real estate investment trusts • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 9, 2021 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Paul J. Miceli (“Executive”).
ContractSupplemental Indenture • October 29th, 2021 • Ladder Capital Corp • Real estate investment trusts • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2014 • Ladder Capital Corp • Real estate • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 23, 2014 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Michael Mazzei (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF LADDER CAPITAL FINANCE HOLDINGS LLLP, A DELAWARE LIMITED LIABILITY LIMITED PARTNERSHIP Dated as of , 2014Limited Liability Limited Partnership Agreement • January 15th, 2014 • Ladder Capital Corp • Real estate • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), dated as of , 2014 (the “Merger Effective Date”), 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.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 24th, 2013 • Ladder Capital Corp • Real estate • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of , 2014, is hereby entered into by and among Ladder Capital Corp, a Delaware corporation (the “Corporation”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the TRA Members (as herein defined).
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE LADDER CAPITAL CORP 2023 OMNIBUS INCENTIVE PLANRestricted Stock Award Agreement • February 12th, 2024 • Ladder Capital Corp • Real estate investment trusts • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ladder Capital Corp, a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Ladder Capital Corp 2023 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Compensation Committee.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2014 • Ladder Capital Corp • Real estate • New York
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 23, 2014 by and between Ladder Capital Finance LLC, a Delaware limited liability company (the “Company”), and Brian Harris (“Executive”).
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.
AMENDMENT NO. 1 TOTHE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2015 • Ladder Capital Corp • Real estate • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), is entered into as of January 28, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
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.
3,000,000 Shares LADDER CAPITAL CORP Class A Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 13th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York
basis, which (i) includes Shares that could be sold, assigned and transferred to the Underwriters if the Underwriters exercise an option to purchase additional shares and (ii) may be subject to reduction on a pro rata basis as set forth in the materials distributed to and acknowledged by the undersigned, or such lesser number as the Attorneys-in-Fact, or any one of them, may determine, and for that purpose to enter into and perform the Underwriting Agreement, or (b) a number of shares of Common Stock, on an as-converted basis, equal to the undersigned’s pro rata participation (a “Pro Rata Participation”) in the offering as determined by the Attorneys-in-Fact, or any one of them, and for that purpose to enter into and perform the Underwriting Agreement.
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York
FIFTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of September 13, 2016, by and among Tuebor TRS IV LLC as a Guarantor (the “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, 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.
LADDER CAPITAL FINANCE HOLDINGS LLLP AND LADDER CAPITAL FINANCE CORPORATION as Issuers, AND THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $500,000,000 7.000% Senior Notes due 2031 INDENTURE Dated as of July 5, 2024Indenture • July 5th, 2024 • Ladder Capital Corp • Real estate investment trusts • New York
INDENTURE, dated as of July 5, 2024, among LADDER CAPITAL FINANCE HOLDINGS LLLP, a Delaware limited liability limited partnership (the “Company”), and LADDER CAPITAL FINANCE CORPORATION, a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the guarantors from time to time parties hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
LADDER CAPITAL FINANCE HOLDINGS LLLP LADDER CAPITAL FINANCE CORPORATION Purchase AgreementLadder Capital Corp • August 1st, 2014 • Real estate • New York
Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (the “Company”), and Ladder Capital Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), jointly and severally, propose to issue and sell to the several initial purchasers listed on Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of their 5.875% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of August 1, 2014 (the “Indenture”) among the Issuers, Wilmington Trust, National Association, as trustee (the “Trustee”), and the guarantors listed on Schedule 2 hereto (the “Guarantors”), including Ladder Capital Corp, a Delaware corporation (the “Parent Guarantor,” and, together with the other Guarantors and the Issuers, the “Ladder Parties”), the direct an
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2015 • Ladder Capital Corp • Real estate • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of February 11, 2014 by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP (f/k/a Ladder Capital Finance Holdings LLC), a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as herein defined).
LOAN REFERRAL AGREEMENTLoan Referral Agreement • June 28th, 2013 • Ladder Capital Corp • Real estate • New York
This LOAN REFERRAL AGREEMENT (this “Agreement”) is made as of September 22, 2008 by and between Ladder Capital Finance LLC (the “Company”) and Meridian Capital Group, LLC (“Meridian”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of Ladder Capital Finance Holdings LLC (“Holdings”), dated as of the date hereof.
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 and Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of December 1, 2016 (as amended, the “Registration Rights Agreement”), is entered into as of February 15, 2017. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
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.
REAL ESTATE CAPITAL MARKETS ADVISORY AGREEMENTReal Estate Capital Markets Advisory Agreement • March 15th, 2019 • Ladder Capital Corp • Real estate investment trusts
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of March 15, 2019 is made by and between Ladder Capital Finance LLC, a Delaware limited liability company (“LCF”) and Item Six Capital LLC (“Advisor”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 (as amended, the “Registration Rights Agreement”), is entered into as of December 1, 2016. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2016 • Ladder Capital Corp • Real estate investment trusts • Delaware
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, a Delaware corporation (the “Company”), Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“Holdings”), and each of the Ladder Investors (as therein defined), as amended by Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015 (as amended, the “Registration Rights Agreement”), is entered into as of December 1, 2016. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 24th, 2017 • Ladder Capital Corp • Real estate investment trusts • New York
FOURTH SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 1, 2016, 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.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 6th, 2015 • Ladder Capital Corp • Real estate • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of March 12, 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.
