OAKTREE REAL ESTATE INCOME TRUST, INC.
Issue Date: April 11, 2019
OAKTREE REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the Borrower), for value received, hereby promises to pay to Oaktree Fund GP I, L.P., a Delaware limited partnership (the Lender), or its registered assigns, the Accreted Value (as defined below) as such principal amount may be increased or decreased from time to time as provided below, on demand and in any event on the earlier of (i) ten business days following the date the Borrower breaks escrow in connection with its registered public offering of shares and (ii) the one-year anniversary of the date of this Promissory Note (the Maturity Date). The Maturity Date shall be subject to an option to extend, with the consent of the Lender, in three-month increments.
No cash interest will accrue or be payable on this promissory note (this Note), except as and when the Accreted Value is due and payable. Accreted Value means, as of any date on or prior to the Maturity Date, an amount equal to the sum of (i) the amount drawn on the Note by the Borrower (pursuant to the terms set forth in the immediately subsequent paragraph), which shall not exceed one hundred and fifty million U.S. dollars ($150,000,000) (the Initial Principal Amount) and (ii) the portion of the excess of the principal amount of this Note over the Initial Principal Amount as shall have been accreted through such date, such amount to be so accreted at the rate of LIBOR plus 3.25% per annum compounded quarterly on the 15th day of each March, June, September and December of each year while this Note remains outstanding, commencing on June 15, 2019 and calculated separately with respect to each draw down, from the date of each draw down of Initial Principal Amount through the date of determination computed on the basis of a 360-day year of twelve 30-day months, with such amount rounded to the nearest dollar ($0.50 and up being rounded up and $0.49 and below being rounded down). The Accreted Value of this Note as of any date on or prior to the Maturity Date shall be its Accreted Value calculated as of such date.
Borrower may request drawdowns under this Note periodically and in sizes determined by Borrower with payment to be made to the Borrower or an affiliate designated by Borrower. Requests for drawdowns will be funded at the discretion of the Lender based on, among other factors, details of the purpose of the drawdowns and the property features of investments towards which the proceeds will be used.
Payments of principal shall be made in lawful money of the United States of America to such account as the Lender shall designate from time to time.