ARTICLE III Representations and WarrantiesCredit and Security Agreement • April 9th, 2024 • Blue Owl Technology Income Corp. • New York
CREDIT AND SECURITY AGREEMENT, dated as of May 31, 2023, by and among TECH INCOME FUNDING II LLC, a Delaware limited liability company, as borrower (the “Borrower”), OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation, as Collateral Manager (in such capacity, the “Collateral Manager”) and as Equityholder (in such capacity, the “Equityholder”), the LENDERS from time to time party hereto, CITIBANK, N.A. (“Citibank”), as administrative agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Administrative Agent”), STATE STREET BANK AND TRUST COMPANY (the “Bank”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and as collateral administrator (in such capacity, the “Collateral Administrator”), and ALTER DOMUS (US) LLC, a Delaware limited liability company, as custodian (the “Custodian”).
CREDIT AGREEMENT dated as of January 9, 2024 among Tech Income Funding III LLC, as Borrower, the Lenders Referred to Herein, Société Générale, as Administrative Agent, and State Street Bank and Trust Company, as Collateral Agent, Collateral...Credit Agreement • January 12th, 2024 • Blue Owl Technology Income Corp. • New York
THIS CREDIT AGREEMENT dated as of January 9, 2024 is entered into by and among TECH INCOME FUNDING III LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • March 6th, 2024 • Blue Owl Technology Income Corp. • New York
SENIOR SECURED CREDIT AGREEMENT dated as of May 2, 2022 (this “Agreement”), among BLUE OWL ROCK TECHNOLOGY INCOME CORP. (the “Borrower”), the LENDERS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
ADMINISTRATION AGREEMENT BETWEEN OWL ROCK TECHNOLOGY INCOME CORP. AND OWL ROCK TECHNOLOGY ADVISORS II LLCAdministration Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • Delaware
This Agreement (“Agreement”) is made as of November 30, 2021 by and between OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation (the “Company”), and OWL ROCK TECHNOLOGY ADVISORS II LLC, a Delaware limited liability company (the “Administrator”).
LICENSE AGREEMENTLicense Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of October 1, 2021 (the “Effective Date”) by and between Owl Rock Capital Group LLC (the “Licensor”), a Delaware limited partnership, and Owl Rock Technology Income Corp., a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
SALE AND CONTRIBUTION AGREEMENT between BLUE OWL TECHNOLOGY INCOME CORP., as Seller and TECH INCOME FUNDING III LLC, as Purchaser Dated as of January 9, 2024Sale and Contribution Agreement • January 12th, 2024 • Blue Owl Technology Income Corp. • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of January 9, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL TECHNOLOGY INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and TECH INCOME FUNDING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
CREDIT AGREEMENT dated as of April 27, 2022 by and among TECH INCOME FUNDING I LLC as Borrower, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Sole Lead Arranger and Syndication Agent GOLDMAN SACHS BANK USA, as Administrative Agent STATE STREET BANK AND...Credit Agreement • May 10th, 2022 • Owl Rock Technology Income Corp. • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
LICENSE AGREEMENTLicense Agreement • July 6th, 2023 • Owl Rock Technology Income Corp. • 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 Technology Income Corp., a Maryland corporation (the “Licensee”), on the other hand (each a “party,” and collectively, the “parties”).
FORM OF CUSTODIAN AGREEMENTForm of Custodian Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • Massachusetts
This Agreement, dated as of __, 2021, is between OWL ROCK TECHNOLOGY INCOME CORP., 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”).
EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENTConditional Reimbursement Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • Maryland
This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of November, 2021, by and between Owl Rock Technology Income Corp., a Maryland Corporation (the “Company”), and Owl Rock Technology Advisors II LLC (the “Advisor”).
ESCROW AGREEMENTEscrow Agreement • February 9th, 2022 • Owl Rock Technology Income Corp. • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of October, 2021 by and among Blue Owl Securities LLC, a Delaware limited liability company (the “Dealer Manager”), Owl Rock Technology Income Corp., 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”).
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK TECHNOLOGY INCOME CORP., as Seller and TECH INCOME FUNDING II LLC, as Purchaser Dated as of May 31, 2023Sale and Contribution Agreement • June 5th, 2023 • Owl Rock Technology Income Corp. • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of May 31, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and TECH INCOME FUNDING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK TECHNOLOGY INCOME CORP. as Seller and TECH INCOME FUNDING I LLC as Purchaser Dated as of May 6, 2022Sale and Contribution Agreement • May 10th, 2022 • Owl Rock Technology Income Corp. • New York
OWL ROCK TECHNOLOGY INCOME CORP. FORM OF DEALER MANAGER AGREEMENTDealer Manager Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • New York
OWL ROCK TECHNOLOGY INCOME CORP. DEALER MANAGER AGREEMENT November 30, 2021Dealer Manager Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • New York
This Dealer Management Agreement (this “Agreement”) is entered by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Corporation”), Owl Rock Technology Advisors II LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”), and Blue Owl Securities LLC (formerly known as Owl Rock Capital Securities LLC) (the “Dealer Manager”).
TERMINATION AGREEMENTTermination Agreement • June 27th, 2022 • Owl Rock Technology Income Corp. • Delaware
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2022 by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Borrower”), and Owl Rock Feeder FIC LLC, a Delaware limited liability company (the “Lender”). The Borrower and the Lender are sometimes referred to herein as the “Parties.”
LOAN SALE AGREEMENT between TECH INCOME FUNDING I LLC as Seller and ATHENA CLO III, LLC as Purchaser Dated as of May 22, 2024Loan Sale Agreement • May 24th, 2024 • Blue Owl Technology Income Corp. • New York
This LOAN SALE AGREEMENT, dated as of May 22, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between TECH INCOME FUNDING I LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and ATHENA CLO III, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY INCOME CORP. AND OWL ROCK TECHNOLOGY ADVISORS II LLCInvestment Advisory Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • Delaware
This Investment Advisory Agreement (the “Agreement”) is made as of November 30, 2021, by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Company”), and Owl Rock Technology Advisors II LLC, a Delaware limited liability company (the “Adviser”).
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • May 24th, 2024 • Blue Owl Technology Income Corp. • New York
This Agreement, dated as of May 22, 2024 (this “Agreement”), is entered into by and between Athena CLO III, 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 Technology Credit Advisors II LLC (“Blue Owl Technology Credit Advisors II”, formerly known as Owl Rock Technology Finance Corp. II), 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.
Owl Rock Technology Advisors LLCInvestment Advisory Agreement • October 6th, 2021 • Owl Rock Technology Income Corp.
Reference is hereby made to the Investment Advisory Agreement (the “Investment Advisory Agreement”), dated October 1, 2021, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Investment Advisory Agreement.
FORM OF ESCROW AGREEMENTForm of Escrow Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this [ • ] day of [ • ], 2021 by and among Blue Owl Securities LLC, a Delaware limited liability company (the “Dealer Manager”), Owl Rock Technology Income Corp., a Maryland corporation (the “Company”), and [ • ]., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).
TERMINATION AGREEMENTTermination Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • Delaware
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2021 by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Company”), and Owl Rock Technology Advisors LLC, a Delaware limited liability company (the “Administrator”). The Company and the Administrator are sometimes referred to herein as the “Parties.”
LOAN AGREEMENTLoan Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • New York
THIS LOAN AGREEMENT (this “Agreement”) is made, entered into and effective as of October 6, 2021 (the “Effective Date”), by and between Owl Rock Feeder FIC LLC, a Delaware limited liability company (“Lender”) and Owl Rock Technology Income Corp., a Maryland corporation (the “Borrower”). Lender or Borrower may be individually referred to herein as a “party” or collectively as the “parties.”
INDENTURE AND SECURITY AGREEMENT by and between ATHENA CLO III, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of May 22, 2024Indenture and Security Agreement • May 24th, 2024 • Blue Owl Technology Income Corp. • New York
This INDENTURE AND SECURITY AGREEMENT, dated as of May 22, 2024, by and between ATHENA CLO III, 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”).
Owl Rock Technology Advisors II LLCInvestment Advisory Agreement • March 25th, 2022 • Owl Rock Technology Income Corp.
Reference is hereby made to the Investment Advisory Agreement (the “Investment Advisory Agreement”), dated November 30, 2021, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Investment Advisory Agreement.
Owl Rock Technology Advisors II LLCOwl Rock Technology Income Corp. • January 7th, 2022
Reference is hereby made to the Investment Advisory Agreement (the “Investment Advisory Agreement”), dated November 30, 2021, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Investment Advisory Agreement.
FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY INCOME CORP. AND OWL ROCK TECHNOLOGY ADVISORS LLCOwl Rock Technology Advisors LLC • August 30th, 2021 • Owl Rock Technology Income Corp. • Delaware
This Investment Advisory Agreement (the “Agreement”) is made as of [ • ], 2021, by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Company”), and Owl Rock Technology Advisors LLC, a Delaware limited liability company (the “Adviser”).
Expense Deferral AgreementExpense Deferral Agreement • March 25th, 2022 • Owl Rock Technology Income Corp.
This Expense Deferral Agreement (the “Agreement”) is made this 23rd day of March, 2022, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 25th, 2022 • Owl Rock Technology Income Corp.
THIS AMENDMENT No. 1 (the “Amendment”) to the LOAN AGREEMENT (the “Agreement”) by and between Owl Rock Feeder FIC LLC, a Delaware limited liability company (“Lender”) and Owl Rock Technology Income Corp., a Maryland corporation (the “Borrower”) is made, entered into and effective as of March 23, 2022 (the “Effective Date”).
FACILITY AGREEMENTFacility Agreement • January 7th, 2022 • Owl Rock Technology Income Corp.
This Facility Agreement (this “Agreement”), dated as of November 23, 2021 (the “Effective Date”), is entered into by and between CLIFFWATER CORPORATE LENDING FUND, a Delaware statutory trust (the “Seller”), and OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation (the “Purchaser”).
Amendment No. 1 to the Expense Deferral AgreementAgreement • March 6th, 2024 • Blue Owl Technology Income Corp.
This agreement (the “Amendment”) amends the Expense Deferral Agreement (the “Agreement”), dated as of March 23, 2022, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”). Capitalized terms that are not defined herein have the meanings ascribed to those terms in the Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND MARGINING AGREEMENTCredit Agreement and Margining Agreement • August 3rd, 2023 • Blue Owl Technology Income Corp. • New York
Capitalized terms used in these recitals and in the preamble shall have the respective meanings given to such terms in Section 1.1 hereof.
Amendment No. 1 to the Expense Deferral Agreement May 9 , 2023Deferral Agreement • May 11th, 2023 • Owl Rock Technology Income Corp.
This agreement (the “Amendment”) amends the Expense Deferral Agreement (the “Agreement”), dated as of March 23, 2022, by and between Owl Rock Technology Income Corp. (the “Company”) and Owl Rock Technology Advisors II LLC (the “Adviser”). Capitalized terms that are not defined herein have the meanings ascribed to those terms in the Agreement.
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • June 27th, 2024 • Blue Owl Technology Income Corp. • New York
SENIOR SECURED CREDIT AGREEMENT dated as of May 2, 2022 (this “Agreement”), among BLUE OWL TECHNOLOGY INCOME CORP. (the “Borrower”), the LENDERS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.
TERMINATION AGREEMENTTermination Agreement • January 7th, 2022 • Owl Rock Technology Income Corp. • Delaware
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2021 by and between Owl Rock Technology Income Corp., a Maryland corporation (the “Company”), and Owl Rock Technology Advisors LLC, a Delaware limited liability company (the “Adviser”). The Company and the Adviser are sometimes referred to herein as the “Parties.”
