REGISTRATION RIGHTS AGREEMENT by and among Blue Owl Capital Corporation II, Wells Fargo Securities, LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Deutsche Bank Securities Inc. Dated as of November...Registration Rights Agreement • November 15th, 2023 • Blue Owl Capital Corp II • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of November 13, 2023 (the “Purchase Agreement”), by and among the Company, Blue Owl Credit Advisors LLC (f/k/a Owl Rock Capital Advisors LLC), a Delaware limited liability company, and the Representatives of the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Registrable Notes, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers as set forth in Section 7(k) of the Purchase Agreement. The parties hereby agree as follows:
CUSTODIAN AGREEMENTCustodian Agreement • November 23rd, 2016 • Owl Rock Capital Corp II • Massachusetts
This Agreement, dated as of , 2016, is between OWL ROCK CAPITAL CORPORATION II, a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • April 6th, 2023 • Owl Rock Capital Corp II • New York
THIS CREDIT AGREEMENT dated as of April 14, 2020, is entered into by and among ORCC II FINANCING II LLC a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, NATIXIS, NEW YORK BRANCH, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and CORTLAND CAPITAL MARKET SERVICES LLC, as Document Custodian.
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • September 15th, 2023 • Blue Owl Capital Corp II • New York
This Agreement, dated as of September 12, 2023 (this “Agreement”), is entered into by and between Owl Rock CLO XIII, LLC, a limited liability company organized under the laws of the State of Delaware, with its registered office at the offices of Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711 (together with successors and assigns permitted hereunder, the “Issuer”), and Blue Owl Credit Advisors LLC (“Blue Owl Credit Advisors”), a Delaware limited liability company, with its principal offices located at 399 Park Avenue, 37th Floor, New York, NY 10022, as collateral manager (in such capacity, the “Collateral Manager”). Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Indenture.
SENIOR SECURED CREDIT AGREEMENT dated as of January 12, 2024 between BLUE OWL CAPITAL CORPORATION II The LENDERS and ISSUING BANKS Party Hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI BANKING CORPORATION, TRUIST...Senior Secured Credit Agreement • January 18th, 2024 • Blue Owl Capital Corp II • New York
SENIOR SECURED CREDIT AGREEMENT dated as of January 12, 2024 (this “Agreement”), among BLUE OWL CAPITAL CORPORATION II, a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
LOAN SALE AGREEMENT between BLUE OWL CAPITAL CORPORATION II as Seller and OWL ROCK CLO XIII, LLC as Purchaser Dated as of September 12, 2023Loan Sale Agreement • September 15th, 2023 • Blue Owl Capital Corp II • New York
This LOAN SALE AGREEMENT, dated as of September 12, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CAPITAL CORPORATION II, a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XIII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
INDENTURE AND SECURITY AGREEMENT by and between OWL ROCK CLO XIII, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of September 12, 2023Indenture and Security Agreement • September 15th, 2023 • Blue Owl Capital Corp II • New York
This INDENTURE AND SECURITY AGREEMENT, dated as of September 12, 2023, by and between OWL ROCK CLO XIII, LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN OWL ROCK CAPITAL CORPORATION II AND OWL ROCK CAPITAL ADVISORS LLCAdministration Agreement • May 20th, 2021 • Owl Rock Capital Corp II • Delaware
This Amended and Restated Agreement (“Agreement”) is made as of May 18, 2021 by and between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation (the “Company”), and OWL ROCK CAPITAL ADVISORS LLC, a Delaware limited liability company (the “Administrator”).
LICENSE AGREEMENTLicense Agreement • November 23rd, 2016 • Owl Rock Capital Corp II • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2016 (the “Effective Date”) by and between Owl Rock Capital Partners LP (the “Licensor”), a Delaware limited partnership, and Owl Rock Capital Corporation II, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CAPITAL CORPORATION II as Seller and ORCC II FINANCING II LLC as Purchaser Dated as of April 14, 2020Sale and Contribution Agreement • April 16th, 2020 • Owl Rock Capital Corp II • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of April 14, 2020 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation, as seller (in such capacity, the “Seller”), and ORCC II FINANCING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
LICENSE AGREEMENTLicense Agreement • July 6th, 2023 • Owl Rock Capital Corp II • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of July 6, 2023 (the “Effective Date”) by and between Blue Owl Capital Holdings LLC, a Delaware limited liability company (the “Licensor”), on the one hand, and Blue Owl Capital Corporation II, a Maryland corporation (the “Licensee”), on the other hand (each a “party,” and collectively, the “parties”).
AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTExpense Support and Conditional Reimbursement Agreement • August 14th, 2017 • Owl Rock Capital Corp II • Maryland
This Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 8th day of August, 2017, by and between Owl Rock Capital Corporation II, a Maryland Corporation (the “Company”), and Owl Rock Capital Advisor LLC (the “Advisor”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • January 11th, 2017 • Owl Rock Capital Corp II • New York
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of January, 2017 by and among Owl Rock Capital Securities LLC, a Delaware limited liability company (the “Dealer Manager”), Owl Rock Capital Corporation II, a Maryland corporation (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”), amends and restates that certain Escrow Agreement, dated October 13, 2016, by and among the Dealer Manager, the Company and the Escrow Agent (the “Prior Escrow Agreement”).
THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK CAPITAL CORPORATION II AND OWL ROCK CAPITAL ADVISORS LLCInvestment Advisory Agreement • May 20th, 2021 • Owl Rock Capital Corp II • Delaware
This Third Amended and Restated Investment Advisory Agreement (the “Agreement”) is made as of May 18, 2021, by and between Owl Rock Capital Corporation II, a Maryland corporation (the “Company”), and Owl Rock Capital Advisors LLC, a Delaware limited liability company (the “Adviser”).
ContractNon-Recourse Carveout Guaranty Agreement • April 30th, 2019 • Owl Rock Capital Corp II • New York
This SECOND AMENDED AND RESTATED NON-RECOURSE CARVEOUT GUARANTY AGREEMENT (this “Agreement”) dated as of April 29, 2019, by Owl Rock Capital Corporation II, a Maryland corporation (the “Guarantor”), in favor of (a) State Street Bank and Trust Company, a Massachusetts trust company, as Collateral Agent (together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below), and (b) Goldman Sachs Bank USA and its affiliates that are successors and assigns (“GS”), amends and restates in its entirety the Amended and Restated Non-Recourse Carveout Guaranty Agreement by the Guarantor in favor of the Collateral Agent and GS dated as of March 11, 2019.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2021 • Owl Rock Capital Corp II • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of 2021, by and between Owl Rock Capital Corporation II, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CAPITAL CORPORATION II as Seller and ORCC II FINANCING LLC as Purchaser Dated as of December , 2017Sale and Contribution Agreement • December 4th, 2017 • Owl Rock Capital Corp II • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of December , 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION II, a Maryland corporation, as seller (in such capacity, the “Seller”) and ORCC II FINANCING LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
OWL ROCK CAPITAL CORPORATION II MAXIMUM OFFERING OF 264,000,000 SHARES OF COMMON STOCK SELECTED DEALER AGREEMENT October 13, 2017Selected Dealer Agreement • October 13th, 2017 • Owl Rock Capital Corp II
OWL ROCK CAPITAL CORPORATION II Up to 264,000,000 Shares of Common Stock, $0.01 par value per share PARTICIPATING BROKER-DEALER AGREEMENT March , 2017Participating Broker-Dealer Agreement • April 5th, 2017 • Owl Rock Capital Corp II • New York
Subject to the terms described herein below, Owl Rock Capital Securities LLC, as the dealer manager (“Dealer Manager”) for Owl Rock Capital Corporation II, a Maryland corporation (the “Corporation”), invites you (“Participating Broker-Dealer”) to participate in the distribution, on a “best efforts” basis, of up to 264,000,000 shares of common stock of the Corporation, $0.01 par value per share (the “Common Stock”) (such offering, the “Offering”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”). The Offered Shares will be sold at the initial offering price as set forth in Section III hereof, which may be subject to change as set forth in the registration statement on Form N-2 filed by the Corporation (File No. 333-213716), which includes the Corporation’s prospectus, as amended or supplemented from time to time (the “Prospectus”).
OWL ROCK CAPITAL CORPORATION II Up to 264,000,000 Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENTDealer Manager Agreement • January 11th, 2017 • Owl Rock Capital Corp II • New York
Owl Rock Capital Advisors LLCPartial Waiver of Advisory Fee • February 27th, 2019 • Owl Rock Capital Corp II
Reference is hereby made to the Investment Advisory Agreement (the “Investment Advisory Agreement”), dated February 6, 2017, by and between Owl Rock Capital Corporation II (the “Company”) and Owl Rock Capital Advisors LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Investment Advisory Agreement.
SECOND SUPPLEMENTAL INDENTURE between BLUE OWL CAPITAL CORPORATION II and COMPUTERSHARE TRUST COMPANY, N.A., AS SUCCESSOR TO WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of November 15, 2023Second Supplemental Indenture • November 15th, 2023 • Blue Owl Capital Corp II
This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 15, 2023, is between Blue Owl Capital Corporation II, a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.
LOAN SALE AGREEMENT between ORCC II Financing LLC and OR Lending II LLC as Sellers and OWL ROCK CLO XIII, LLC as Purchaser Dated as of September 12, 2023Loan Sale Agreement • September 15th, 2023 • Blue Owl Capital Corp II • New York
This LOAN SALE AGREEMENT, dated as of September 12, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between ORCC II Financing LLC, a Delaware limited liability company, and OR Lending II LLC, a Delaware limited liability company, as sellers (each in such capacity a “Seller” and together, the “Sellers”) and OWL ROCK CLO XIII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
Termination of Cooperation Agreement Dated as of March 11, 2019Termination of Cooperation Agreement • March 12th, 2019 • Owl Rock Capital Corp II • New York
Reference is made to the Cooperation Agreement dated as of July 31, 2018 among ORCC II FINANCING LLC (“ORCC II Financing” and a “Borrower”), OR LENDING II LLC (“OR Lending II” and a “Borrower” and, collectively with ORCC II Financing, the “Borrowers”) and GOLDMAN SACHS BANK USA (“Goldman Sachs”).
FORM OF FOLLOW-ON DEALER MANAGER AGREEMENTFollow-on Dealer Manager Agreement • October 3rd, 2019 • Owl Rock Capital Corp II
WHEREAS, Owl Rock Capital Securities LLC, a Delaware limited liability company (the “Dealer Manager”), serves as the dealer manager to Owl Rock Capital Corporation II, a Maryland corporation (the “Company”), in its initial public offering (the “Initial Offering”) of up to 264,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be sold and distributed on a best-efforts basis by the Dealer Manager pursuant to a registration statement on Form N-2 (File No. 333-213715) (the “Existing Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2016, as supplemented and amended from time to time, and a Dealer Manager Agreement, dated February 8, 2017 (the “Dealer Manager Agreement”), among the Company, the Dealer Manager and Owl Rock Capital Advisors, LLC, a Delaware limited liability company and investment adviser to the Company (the “Adviser”);
COOPERATION AGREEMENT dated as of July 31, 2018 among:Cooperation Agreement • August 3rd, 2018 • Owl Rock Capital Corp II • New York
Reference is made to the Credit Agreement dated as of December 1, 2017 (as amended, modified and supplemented and in effect from time to time, the “Credit Agreement”) among the Borrowers; the lenders thereunder (the “Lenders”), including Goldman Sachs; Goldman Sachs, as administrative agent (in such capacity, the “Administrative Agent”), as sole lead arranger (in such capacity, the “Arranger”) and as syndication agent (in such capacity, the “Syndication Agent”); State Street Bank and Trust Company, as collateral administrator and as collateral agent (the “Collateral Agent”); and Cortland Capital Market Services LLC, as collateral custodian (the “Collateral Custodian”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Credit Agreement. The parties hereto agree that this Cooperation Agreement shall be a “Transaction Document” for all purposes of the Credit Agreement and the other Transaction Documents.
OWL ROCK CAPITAL CORPORATION II Up to 160,000,000 Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING BROKER-DEALER AGREEMENTParticipating Broker-Dealer Agreement • October 3rd, 2019 • Owl Rock Capital Corp II • New York
AMENDMENT NO. 1Credit Agreement • July 16th, 2021 • Owl Rock Capital Corp II • New York
Reference is made to the Second Amended and Restated Credit Agreement (as amended, modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of April 29, 2019 among ORCC II FINANCING LLC, as a borrower ("ORCC II Financing" and a "Borrower"), OR LENDING II LLC ("OR Lending II" and a "Borrower" and, collectively with ORCC II Financing, the “Borrowers”); the lenders party thereto (the "Lenders"); GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”), as sole lead arranger (in such capacity, the “Sole Lead Arranger”) and as administrative agent (in such capacity, the "Administrative Agent"); STATE STREET BANK AND TRUST COMPANY, as collateral administrator and as collateral agent (the "Collateral Agent"); CORTLAND CAPITAL MARKET SERVICES LLC, as collateral custodian (the "Collateral Custodian"); and Owl Rock Capital Corporation II, as the Services Provider (as defined in the Credit Agreement, the “Services Provider”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2018 • Owl Rock Capital Corp II • New York
AMENDMENT NO. 2 (this “Amendment”) dated as of July 31, 2018 among ORCC II FINANCING LLC, as a borrower (“ORCC II Financing” and a “Borrower”), OR LENDING II LLC (“OR Lending II” and a “Borrower” and, collectively with ORCC II Financing, the Borrowers); the lenders under the Credit Agreement referred to below (the “Lenders”); GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the “Administrative Agent”); STATE STREET BANK AND TRUST COMPANY, as collateral administrator and as collateral agent (the “Collateral Agent”) and CORTLAND CAPITAL MARKET SERVICES LLC, as collateral custodian (the “Collateral Custodian”).
AMENDMENT AND COMMITMENT INCREASE AGREEMENTAmendment and Commitment Increase Agreement • November 10th, 2020 • Owl Rock Capital Corp II
The Borrower, the Lenders party thereto, the Administrative Agent, the Document Custodian, the Collateral Agent, Collateral Administrator and Custodian, are parties to a Credit Agreement dated as of April 14, 2020 (as may be amended, modified and supplemented and in effect from time to time, the "Credit Agreement").
OWL ROCK CAPITAL CORPORATION II $300,000,000 Purchase AgreementPurchase Agreement • November 26th, 2019 • Owl Rock Capital Corp II • New York
Owl Rock Capital Corporation II, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell (the “Offering”) to the several Initial Purchasers listed in Schedule 1 hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom you are acting as the representative (in such capacity, the “Representative”), $300,000,000 aggregate principal amount of 4.625% Notes due 2024 of the Company (the “Securities”).
Owl Rock Capital Advisors LLCWaiver of Incentive Fee on Income • February 27th, 2019 • Owl Rock Capital Corp II
Reference is hereby made to the Investment Advisory Agreement (the “Investment Advisory Agreement”), dated February 6, 2017, by and between Owl Rock Capital Corporation II (the “Company”) and Owl Rock Capital Advisors LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Investment Advisory Agreement.
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • May 9th, 2018 • Owl Rock Capital Corp II • New York
AMENDMENT NO. 1 (this "Amendment") dated as of April 30, 2018 among ORCC II FINANCING LLC, LLC, as a borrower ("ORCC II Financing" and a "Borrower"), OR LENDING II LLC ("OR Lending II" and a "Borrower" and, collectively with ORCC II Financing, the Borrowers); the lenders under the Credit Agreement referred to below (the "Lenders"); GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, the "Administrative Agent"); STATE STREET BANK AND TRUST COMPANY, as collateral administrator and as collateral agent (the "Collateral Agent") and CORTLAND CAPITAL MARKET SERVICES LLC, as collateral custodian (the "Collateral Custodian").
