CLASS A-1 NOTE PURCHASE AGREEMENT (SECURED FUND FEE REVENUE VARIABLE FUNDING NOTES, SERIES 2021-1, CLASS A-1) dated as of July 9, 2021 among DIGITALBRIDGE ISSUER, LLC, as the Issuer, DIGITALBRIDGE CO-ISSUER, LLC, as the Co-Issuer, DIGITALBRIDGE...Note Purchase Agreement • July 15th, 2021 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of July 9, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
BASE INDENTURE among DIGITALBRIDGE ISSUER, LLC, DIGITALBRIDGE CO-ISSUER, LLC and THE ASSET ENTITIES PARTY HERETO, as the Obligors and CITIBANK, N.A., as the Indenture Trustee, dated as of July 9, 2021 Secured Fund Fee Revenue NotesInvestment Agreement • July 15th, 2021 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
THIS BASE INDENTURE, dated as of July 9, 2021 (as amended, supplemented or otherwise modified and in effect from time to time, this “Base Indenture”), is entered into by and among (i) DigitalBridge Issuer, LLC, a Delaware limited liability company (the “Issuer”), (ii) DigitalBridge Co-Issuer, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), (iii) the direct and indirect subsidiaries of the Co-Issuers party hereto and listed on Annex I hereto (each, a “Closing Date Asset Entity” and, together with the Co-Issuers, the “Closing Date Obligors”) and (iv) Citibank, N.A., a national banking association, as Indenture Trustee and not in its individual capacity (in such capacity, the “Indenture Trustee”).
GUARANTEE AND SECURITY AGREEMENT made by DIGITALBRIDGE GUARANTOR, LLC, as Guarantor in favor of CITIBANK, N.A., as Indenture Trustee Dated as of July 9, 2021Guarantee and Security Agreement • July 15th, 2021 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of July 9, 2021 made by DigitalBridge Guarantor, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) on behalf of the Secured Parties under the Base Indenture, dated as of July 9, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among DigitalBridge Issuer, LLC, a Delaware limited liability company (the “Issuer”), DigitalBridge Co-Issuer, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), DigitalBridge Holdings 1, LLC, a Delaware limited liability company (the “Holdings 1”), DigitalBridge Holdings 2, LLC, a Delaware limited liability company (the “Holdings 2”), DigitalBridge Holdings 3, LLC, a Delaware limited liability company (the “Holdings 3” and, together with Holdings 1 and Holdings 2, the “Closing Date Asset Entities”); collectively with any
MANAGEMENT AGREEMENT among DIGITALBRIDGE ISSUER, LLC DIGITALBRIDGE CO-ISSUER, LLC and DIGITALBRIDGE HOLDINGS 1, LLC DIGITALBRIDGE HOLDINGS 2, LLC DIGITALBRIDGE HOLDINGS 3, LLC, as Owners and COLONY CAPITAL INVESTMENT HOLDCO, LLC, as Manager Dated as...Management Agreement • July 15th, 2021 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is entered into as of July 9, 2021 (the “Effective Date”), by and among DigitalBridge Issuer, LLC, a Delaware limited liability company (the “Issuer”), DigitalBridge Co-Issuer, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and each of the entities listed on the signature pages hereto under the heading “Initial Owners” (collectively, the “Initial Owners” and together with any entity that becomes a party hereto after the date hereof as an “Additional Owner”, the “Owners”) and Colony Capital Investment Holdco, LLC, a Delaware limited liability company (the “Manager”).
GUARANTEE AND SECURITY AGREEMENT made by DIGITALBRIDGE CO-GUARANTOR, LLC, as Co-Guarantor in favor of CITIBANK, N.A., as Indenture Trustee Dated as of July 9, 2021Guarantee and Security Agreement • July 15th, 2021 • DigitalBridge Group, Inc. • Real estate investment trusts • New York
GUARANTEE AND SECURITY AGREEMENT, dated as of July 9, 2021 made by DigitalBridge Co-Guarantor, LLC, a Delaware limited liability company (the “Co-Guarantor”), in favor of Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”) on behalf of the Secured Parties under the Base Indenture, dated as of July 9, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among DigitalBridge Issuer, LLC, a Delaware limited liability company (the “Issuer”), DigitalBridge Co-Issuer, LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), DigitalBridge Holdings 1, LLC, a Delaware limited liability company (the “Holdings 1”), DigitalBridge Holdings 2, LLC, a Delaware limited liability company (the “Holdings 2”), DigitalBridge Holdings 3, LLC, a Delaware limited liability company (the “Holdings 3” and, together with Holdings 1 and Holdings 2, the “Closing Date Asset Entities”); collectively wi
