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”).
ContractNon-Recourse Carveout Guaranty Agreement • December 4th, 2017 • Owl Rock Capital Corp II • New York
NON-RECOURSE CARVEOUT GUARANTY AGREEMENT (this “Agreement”) dated as of December , 2017, 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”).
