Owl Rock Capital Corp III Sample Contracts

JOINT FILING AGREEMENT August 4, 2020
Joint Filing Agreement • August 4th, 2020 • Owl Rock Capital Corp III

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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CUSTODIAN AGREEMENT
Custodian Agreement • July 17th, 2020 • Owl Rock Capital Corp III • Massachusetts

ADDENDUM to that certain Custodian Agreement (the “Custodian Agreement”) by and between OWL ROCK CAPITAL CORPORATION III, a corporation organized and existing under the laws of the State of Maryland, (the “Company”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

REGISTRATION RIGHTS AGREEMENT by and among Owl Rock Capital Corporation III, and SMBC Nikko Securities America, Inc. Dated as of October 13, 2021
Registration Rights Agreement • October 14th, 2021 • Owl Rock Capital Corp III • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of October 5, 2021 (the “Purchase Agreement”), by and among the Company, Owl Rock Diversified Advisors LLC, a Delaware limited liability company, and the Representatives on behalf 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:

INDENTURE AND SECURITY AGREEMENT by and between OWL ROCK CLO XIV, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of November 21, 2023
Indenture and Security Agreement • November 27th, 2023 • Blue Owl Capital Corp III • New York

This INDENTURE AND SECURITY AGREEMENT, dated as of November 21, 2023, by and between OWL ROCK CLO XIV, 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”).

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • November 27th, 2023 • Blue Owl Capital Corp III • New York

This Agreement, dated as of November 21, 2023 (this “Agreement”), is entered into by and between Owl Rock CLO XIV, 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 Diversified Credit Advisors LLC (“Blue Owl Diversified 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.

REVOLVING CREDIT AGREEMENT OWL ROCK CAPITAL CORPORATION III, as the Initial Borrower and STATE STREET BANK AND TRUST COMPANY, as the Administrative Agent, Letter of Credit Issuer, Sole Bookrunner, a Co-Lead Arranger and a Lender PNC CAPITAL MARKETS...
Revolving Credit Agreement • August 17th, 2020 • Owl Rock Capital Corp III • New York

THIS REVOLVING CREDIT AGREEMENT, is dated as of August 12, 2020, by and among OWL ROCK CAPITAL CORPORATION III, a Maryland corporation (the “Initial Borrower”, and collectively with any other Borrower becoming party hereto (including Qualified Borrowers, the “Borrowers”)), the banks and financial institutions from time to time party hereto as Lenders, and STATE STREET BANK AND TRUST COMPANY (“State Street”), as the Administrative Agent (as hereinafter defined) for the Secured Parties, the Sole Bookrunner, a Co-Lead Arranger and the Letter of Credit Issuer (each as hereinafter defined) and PNC CAPITAL MARKETS LLC, as a Co-Lead Arranger.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN OWL ROCK CAPITAL CORPORATION III AND OWL ROCK DIVERSIFIED ADVISORS LLC
Administration Agreement • May 20th, 2021 • Owl Rock Capital Corp III • Delaware

This Amended and Restated Agreement (“Agreement”) is made as of May 18, 2021 by and between OWL ROCK CAPITAL CORPORATION III, a Maryland corporation (the “Company”), and OWL ROCK DIVERSIFIED ADVISORS LLC, a Delaware limited liability company (the “Administrator”).

LICENSE AGREEMENT
License Agreement • June 5th, 2020 • Owl Rock Capital Corp III • New York

This LICENSE AGREEMENT (this “Agreement”) is made and effective as of June 4, 2020 (the “Effective Date”) by and between Owl Rock Capital Partners LP (the “Licensor”), a Delaware limited partnership, and Owl Rock Capital Corporation III, a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).

LOAN SALE AGREEMENT between ORCC III Financing LLC as Seller and OWL ROCK CLO XIV, LLC as Purchaser Dated as of November 21, 2023
Loan Sale Agreement • November 27th, 2023 • Blue Owl Capital Corp III • New York

This LOAN SALE AGREEMENT, dated as of November 21, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between ORCC III Financing LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XIV, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CAPITAL CORPORATION III as Seller and ORCC III FINANCING II LLC as Purchaser Dated as of December 2, 2021
Sale and Contribution Agreement • December 7th, 2021 • Owl Rock Capital Corp III • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of December 2, 2021 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION III, a Maryland corporation, as seller (in such capacity, the “Seller”) and ORCC III FINANCING II LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

ARTICLE II Amendments to the Loan Agreement
Loan and Servicing Agreement • December 14th, 2023 • Blue Owl Capital Corp III • New York

THIS LOAN AND SERVICING AGREEMENT is made and entered into as of July 29, 2021, among ORCC III FINANCING LLC, a Delaware limited liability company (the “Borrower”), BLUE OWL ROCK CAPITAL CORPORATION III (F/K/A OWL ROCK CAPITAL CORPORATION III), a Maryland corporation, as Equityholder (as hereinafter defined) and BLUE OWL DIVERSIFIED CREDIT ADVISORS LLC (F/K/A OWL ROCK DIVERSIFIED ADVISORS LLC), as Collateral Manager (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, together with their respective successors and permitted assigns in such capacity, a “Lender Agent”), ALTER DOMUS (US) LLC, as Collateral Custodian (as hereinafter defined), STATE STREET BANK AND TRUST COMPANY, as Collateral Agent (as hereinafter defined), and SOCIÉTÉ GÉNÉRALE, as Agent (in such capacity, together with its successors and permitted as

OWL ROCK CAPITAL CORPORATION III $142,000,000 7.50% Series 2022A Senior Notes, Tranche A, due July 21, 2025 $190,000,000 7.58% Series 2022A Senior Notes, Tranche B, due July 21, 2027 MASTER NOTE PURCHASE AGREEMENT Dated July 21, 2022
Master Note Purchase Agreement • July 21st, 2022 • Owl Rock Capital Corp III • New York

Owl Rock Capital Corporation III, a Maryland corporation (together with its successors and assigns, the “Company”), agrees with each of the Purchasers as follows:

LICENSE AGREEMENT
License Agreement • July 6th, 2023 • Owl Rock Capital Corp III • 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 III, a Maryland corporation (the “Licensee”), on the other hand (each a “party,” and collectively, the “parties”).

SALE AND CONTRIBUTION AGREEMENT between OWL ROCK CAPITAL CORPORATION III, as Seller and ORCC III FINANCING LLC as Purchaser Dated as of July 29, 2021
Sale and Contribution Agreement • August 2nd, 2021 • Owl Rock Capital Corp III • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of July 29, 2021 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CAPITAL CORPORATION III, a Maryland corporation, as seller (in such capacity, the “Seller”) and ORCC III FINANCING LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SUBSCRIPTION AGREEMENT
Owl Rock Capital Corp III • June 5th, 2020 • Maryland
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 5th, 2020 • Owl Rock Capital Corp III • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of 2020, by and between Owl Rock Capital Corporation III, a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).

AMENDMENT NO. 1
Senior Secured Revolving Credit Agreement • December 26th, 2023 • Blue Owl Capital Corp III • New York

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 14, 2022 (this “Agreement”), among OWL ROCKBLUE OWL CAPITAL CORPORATION III, a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

SALE AND CONTRIBUTION AGREEMENT between BLUE OWL CAPITAL CORPORATION III, as Seller and OBDC III FINANCING III LLC, as Purchaser Dated as of March 20, 2024
Sale and Contribution Agreement • March 25th, 2024 • Blue Owl Capital Corp III

This SALE AND CONTRIBUTION AGREEMENT, dated as of March 20, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), between BLUE OWL CAPITAL CORPORATION III, a Maryland corporation, as seller (in such capacity, the “Seller”) and OBDC III FINANCING III LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

OWL ROCK CAPITAL CORPORATION III FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of December 22, 2022 Re: $60,000,000 7.58% Series 2022B Senior Notes Due July 21, 2027
Master Note Purchase Agreement • December 27th, 2022 • Owl Rock Capital Corp III

This First Supplement to Master Note Purchase Agreement (this “Supplement”) is between Owl Rock Capital Corporation III, a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK CAPITAL CORPORATION III AND OWL ROCK DIVERSIFIED ADVISORS LLC
Investment Advisory Agreement • May 20th, 2021 • Owl Rock Capital Corp III • Delaware

This Amended and Restated Agreement (the “Agreement”) is made as of May 18, 2021, by and between Owl Rock Capital Corporation III, a Maryland corporation (the “Company”), and Owl Rock Diversified Advisors LLC, a Delaware limited liability company (the “Adviser”).

CLASS A-L LOAN AGREEMENT dated as of November 21, 2023 among Owl Rock CLO XIV, LLC as Borrower, the Lenders party hereto, State Street Bank and Trust Company as Loan Agent and as Trustee
-L Loan Agreement • November 27th, 2023 • Blue Owl Capital Corp III • New York

This CLASS A-L LOAN AGREEMENT (this “Agreement”), dated as of November 21, 2023 is entered into by and among Owl Rock CLO XIV, LLC, a limited liability company organized under the laws of the State of Delaware, as the borrower (the “Borrower”), the Lenders (as defined below) from time to time party hereto and State Street Bank and Trust Company, a Massachusetts trust company (the “Bank”), as loan agent (the “Loan Agent”) and as trustee under the Indenture (in such capacity, the “Trustee”).

INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK CAPITAL CORPORATION III AND OWL ROCK DIVERSIFIED ADVISORS LLC
Investment Advisory Agreement • June 5th, 2020 • Owl Rock Capital Corp III • Delaware

This Agreement (the “Agreement”) is made as of June 4, 2020, by and between Owl Rock Capital Corporation III, a Maryland corporation (the “Company”), and Owl Rock Diversified Advisors LLC, a Delaware limited liability company (the “Adviser”).

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OWL ROCK CAPITAL CORPORATION III SECOND SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of June 29, 2023
Master Note Purchase Agreement • June 30th, 2023 • Owl Rock Capital Corp III

This Second Supplement to Master Note Purchase Agreement (the “Supplement”) is between Owl Rock Capital Corporation III, a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).

TERMINATION AGREEMENT
Termination Agreement • June 27th, 2022 • Owl Rock Capital Corp III • Delaware

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2022 by and between Owl Rock Capital Corporation III, a Maryland corporation (the “Borrower”), and Owl Rock Feeder FIC BDC III LLC, a Delaware limited liability company (the “Lender”). The Borrower and the Lender are sometimes referred to herein as the “Parties.”

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