REGISTRATION RIGHTS AGREEMENT by and among Blue Owl Technology Finance Corp. II, Mizuho Securities USA LLC, Deutsche Bank Securities Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. Dated as of April 4, 2024Registration Rights Agreement • April 4th, 2024 • Blue Owl Technology Finance Corp. II • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 27, 2024 (the “Purchase Agreement”), by and among the Company, Blue Owl Technology Credit Advisors II LLC, a Delaware limited liability company, and the Representatives (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 • December 1st, 2021 • Owl Rock Technology Finance Corp. II
This Agreement, dated as of , 2021, is between OWL ROCK TECHNOLOGY FINANCE CORP. 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”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2024 • Blue Owl Technology Finance Corp. II • New York
THIS CREDIT AGREEMENT dated as of July 15, 2022 is entered into by and among ATHENA FUNDING I 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.
COLLATERAL MANAGEMENT AGREEMENTCollateral Management Agreement • August 19th, 2024 • Blue Owl Technology Finance Corp. II • New York
This Agreement, dated as of August 15, 2024 (this “Agreement”), is entered into by and between Athena CLO IV, 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.
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • May 31st, 2024 • Blue Owl Technology Finance Corp. II • New York
SENIOR SECURED CREDIT AGREEMENT dated as of June 9, 2022 (this “Agreement”), among BLUE OWL TECHNOLOGY FINANCE CORP. II (the “Borrower”), the LENDERS party hereto, and TRUIST BANK, as Administrative Agent.
LOAN SALE AGREEMENT between ATHENA FUNDING II LLC as Seller and ATHENA CLO IV, LLC as Purchaser Dated as of August 15, 2024Loan Sale Agreement • August 19th, 2024 • Blue Owl Technology Finance Corp. II • New York
This LOAN SALE AGREEMENT, dated as of August 15, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between ATHENA FUNDING II LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and ATHENA CLO IV, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
INDENTURE AND SECURITY AGREEMENT by and between ATHENA CLO IV, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of August 15, 2024Indenture and Security Agreement • August 19th, 2024 • Blue Owl Technology Finance Corp. II • New York
This INDENTURE AND SECURITY AGREEMENT, dated as of August 15, 2024, by and between ATHENA CLO IV, 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”).
ADMINISTRATION AGREEMENT BETWEEN OWL ROCK TECHNOLOGY FINANCE CORP. II AND OWL ROCK TECHNOLOGY ADVISORS II LLCAdministration Agreement • December 1st, 2021 • Owl Rock Technology Finance Corp. II • Delaware
This Agreement (“Agreement”) is made as of December 1, 2021 by and between OWL ROCK TECHNOLOGY FINANCE CORP. II, a Maryland corporation (the “Company”), and OWL ROCK TECHNOLOGY ADVISORS II LLC, a Delaware limited liability company (the “Administrator”).
LICENSE AGREEMENTLicense Agreement • December 1st, 2021 • Owl Rock Technology Finance Corp. II • New York
This LICENSE AGREEMENT (this “Agreement”) is made and effective as of December 1, 2021 (the “Effective Date”) by and between Owl Rock Capital Group LLC (the “Licensor”), a Delaware limited partnership, and Owl Rock Technology Finance Corp. II, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).
SALE AND CONTRIBUTION AGREEMENT between OWL ROCK TECHNOLOGY FINANCE CORP. II, as Seller and ATHENA FUNDING I LLC, as Purchaser Dated as of July 15, 2022Sale and Contribution Agreement • July 20th, 2022 • Owl Rock Technology Finance Corp. II • New York
This SALE AND CONTRIBUTION AGREEMENT, dated as of July 15, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK TECHNOLOGY FINANCE CORP. II, a Maryland corporation, as seller (in such capacity, the “Seller”) and ATHENA FUNDING I LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).
LICENSE AGREEMENTLicense Agreement • July 6th, 2023 • Owl Rock Technology Finance 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 Technology Finance Corp. II, a Maryland corporation (the “Licensee”), on the other hand (each a “party,” and collectively, the “parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2021 • Owl Rock Technology Finance Corp. II • Maryland
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2021 • Owl Rock Technology Finance Corp. II • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [ ] day of 2021, by and between Owl Rock Technology Finance Corp. II, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
TERMINATION AGREEMENTTermination Agreement • June 27th, 2022 • Owl Rock Technology Finance Corp. II • Delaware
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2022 by and between Owl Rock Technology Finance Corp. II, 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.”
AGREEMENT AND PLAN OF MERGER among BLUE OWL TECHNOLOGY FINANCE CORP., ORIOLE MERGER SUB INC., BLUE OWL TECHNOLOGY FINANCE CORP. II, BLUE OWL TECHNOLOGY CREDIT ADVISORS LLC (for the limited purposes set forth herein) and BLUE OWL TECHNOLOGY CREDIT...Merger Agreement • November 13th, 2024 • Blue Owl Technology Finance Corp. II • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2024 (this “Agreement”), among Blue Owl Technology Finance Corp., a Maryland corporation (“OTF”), Oriole Merger Sub Inc., a Maryland corporation and wholly-owned direct Consolidated Subsidiary of OTF (“Merger Sub”), Blue Owl Technology Finance Corp. II, a Maryland corporation (“OTF II”), and, (x) solely for the purposes of Section 2.06, Article V, Section 8.01(f), Section 9.03 and Article XI, Blue Owl Technology Credit Advisors LLC, a Delaware limited liability company (“OTF Adviser”), and, (y) solely for the purposes of Section 1.09, Section 2.06, Article V, Section 8.01(f), Section 9.03 and Article XI, Blue Owl Technology Credit Advisors II LLC, a Delaware limited liability company (“OTF II Adviser” and together with OTF Adviser, the “Advisers”), indirect affiliates of Blue Owl Capital Inc. (“Blue Owl”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 10th, 2023 • Owl Rock Technology Finance Corp. II • New York
This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of January 4, 2023, is entered into by and among OWL ROCK TECHNOLOGY FINANCE CORP. II, a Maryland corporation (the “Initial Borrower”, and collectively with any other Borrower becoming party to the Credit Agreement (as defined below) (including Qualified Borrowers), the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the Administrative Agent (as hereinafter defined) for the Secured Parties, the Letter of Credit Issuer and as a Lender, and the Lenders identified on the signature pages hereto.
LOAN AGREEMENTLoan Agreement • January 28th, 2022 • Owl Rock Technology Finance Corp. II • New York
THIS LOAN AGREEMENT (this “Agreement”) is made, entered into and effective as of January 25, 2022 (the “Effective Date”), by and between Owl Rock Feeder FIC LLC, a Delaware limited liability company (“Lender”) and Owl Rock Technology Finance Corp. II, a Maryland corporation (the “Borrower”). Lender or Borrower may be individually referred to herein as a “party” or collectively as the “parties.”
OMNIBUS AMENDMENT NO. 1Omnibus Amendment • August 21st, 2024 • Blue Owl Technology Finance Corp. II • New York
and (6) ALTER DOMUS (US) LLC, a Delaware limited liability company, as the Collateral Custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”);
ATHENA CLO II, LLC, as Borrower STATE STREET BANK AND TRUST COMPANY, as Loan Agent STATE STREET BANK AND TRUST COMPANY, as Collateral Trustee and EACH OF THE CLASS A-L LENDERS PARTY HERETO CLASS A-L CREDIT AGREEMENT Dated December 13, 2023Class a-L Credit Agreement • December 15th, 2023 • Blue Owl Technology Finance Corp. II • New York
CLASS A-L CREDIT AGREEMENT, dated as of December 13, 2023 (as amended, restated, supplemented or modified from time to time, this “Agreement”), among:
INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY FINANCE CORP. II AND OWL ROCK TECHNOLOGY ADVISORS II LLCInvestment Advisory Agreement • January 28th, 2022 • Owl Rock Technology Finance Corp. II • Delaware
This Agreement (the “Agreement”) is made as of December 1, 2021, by and between Owl Rock Technology Finance Corp. II, a Maryland corporation (the “Company”), and Owl Rock Technology Advisors II LLC, a Delaware limited liability company (the “Adviser”).
INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY FINANCE CORP. II AND OWL ROCK TECHNOLOGY ADVISORS II LLCInvestment Advisory Agreement • December 1st, 2021 • Owl Rock Technology Finance Corp. II • Delaware
This Agreement (the “Agreement”) is made as of December 1, 2021, by and between Owl Rock Technology Finance Corp. II, a Maryland corporation (the “Company”), and Owl Rock Technology Advisors II LLC, a Delaware limited liability company (the “Adviser”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 17th, 2022 • Owl Rock Technology Finance Corp. II
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 Finance Corporation II, a Maryland corporation (the “Borrower”) is made, entered into and effective as of March 14, 2022 (the “Effective Date”).
