Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Issuance of 7.000% Senior Notes due 2031

On July 5, 2024, Ladder Capital Finance Holdings LLLP ("LCFH") and Ladder Capital Finance Corporation (together with LCFH, the "Issuers"), subsidiaries of Ladder Capital Corp ("Ladder" or the "Company"), issued $500 million aggregate principal amount of 7.000% senior notes due 2031 (the "Senior Notes").

The Issuers intend to use a portion of the net proceeds of the offering of the Senior Notes to repay certain existing secured indebtedness, with the remaining net proceeds to be used for general corporate purposes.

The Senior Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Indenture

The Senior Notes were issued under an Indenture, dated July 5, 2024 (the "Indenture"), among the Issuers, the guarantors named therein (including the Company) and Wilmington Trust, National Association, as trustee.

The Indenture provides, among other things, that the Senior Notes will be senior unsecured obligations of the Issuers. Interest on the Senior Notes is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2025, at a rate of 7.000% per annum, until their maturity date of July 15, 2031. The Indenture contains covenants that, among other things:

·

limit LCFH's ability and the ability of its restricted subsidiaries to incur additional indebtedness or issue certain disqualified stock and preferred shares;

	·	require that certain of LCFH's wholly owned domestic subsidiaries guarantee the Senior Notes;
	·	require that LCFH maintain Total Unencumbered Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured indebtedness of LCFH and its restricted subsidiaries; and

·

limit LCFH's ability to merge or consolidate with another company or sell all or substantially all of its assets.

These covenants are subject to a number of important exceptions and qualifications. In addition, certain of these covenants, including the limitation on indebtedness, will automatically and permanently terminate and be of no further force and effect (and the guarantors of the Senior Notes, if any, will be automatically and permanently released from their guarantees of the Senior Notes and all of their obligations under the Indenture) if: (i) the Senior Notes have received an investment grade rating from at least two Rating Agencies (as defined in the Indenture); and (ii)no Default or Event of Default (each as defined in the Indenture) has occurred and is continuing under the Indenture.

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