Owl Rock Core Income Corp. Sample Contracts

SECOND AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT
Secured Revolving Credit Agreement • March 2nd, 2022 • Owl Rock Core Income Corp. • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of April 14, 2021 (this “Agreement”), among OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.

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AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 11, 2022, between OWL ROCK CORE INCOME CORP. The LENDERS and ISSUING BANKS Party Hereto and SUMITOMO MITSUI BANKING CORPORATION as Administrative Agent SUMITOMO MITSUI...
Senior Secured Revolving Credit Agreement • August 12th, 2022 • Owl Rock Core Income Corp. • New York

AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 11, 2022 (this “Agreement”), among OWL ROCK CORE INCOME CORP., a Maryland corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent.

Custodian Agreement
Custodian Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • Massachusetts

This Agreement, dated as of October 14, 2020, is between Owl Rock Core 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”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2024 • Blue Owl Credit Income Corp. • New York

THIS CREDIT AGREEMENT dated as of August 29, 2023, is entered into by and among CORE INCOME FUNDING VI LLC, a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, THE BANK OF NOVA SCOTIA, as Administrative Agent, STATE STREET BANK AND TRUST COMPANY, as Collateral Agent, Collateral Administrator and Custodian, and ALTER DOMUS (US) LLC, as Document Custodian.

REGISTRATION RIGHTS AGREEMENT by and among Blue Owl Credit Income Corp., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. Dated as of February 1, 2024
Registration Rights Agreement • February 1st, 2024 • Blue Owl Credit Income Corp. • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of January 29, 2024 (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:

INDENTURE AND SECURITY AGREEMENT by and between OWL ROCK CLO XV, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of January 30, 2024
Indenture and Security Agreement • February 1st, 2024 • Blue Owl Credit Income Corp. • New York

This INDENTURE AND SECURITY AGREEMENT, dated as of January 30, 2024, by and between OWL ROCK CLO XV, 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 • February 1st, 2024 • Blue Owl Credit Income Corp. • New York

This Agreement, dated as of January 30, 2024 (this “Agreement”), is entered into by and between Owl Rock CLO XV, 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.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN OWL ROCK CORE INCOME CORP. AND OWL ROCK CAPITAL ADVISORS LLC
Administration Agreement • May 20th, 2021 • Owl Rock Core Income Corp. • Delaware

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

LICENSE AGREEMENT
License Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York

This LICENSE AGREEMENT (this “Agreement”) is made and effective as of September 30, 2020 (the “Effective Date”) by and between Owl Rock Capital Partners LP (the “Licensor”), a Delaware limited partnership, and Owl Rock Core Income Corp., a Maryland corporation (the “Licensee”) (each a “party,” and collectively, the “parties”).

LOAN SALE AGREEMENT between CORE INCOME FUNDING I LLC as Seller and OWL ROCK CLO XV, LLC as Purchaser Dated as of January 30, 2024
Loan Sale Agreement • February 1st, 2024 • Blue Owl Credit Income Corp. • New York

This LOAN SALE AGREEMENT, dated as of January 30, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between CORE INCOME FUNDING I LLC, a Delaware limited liability company, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XV, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

SALE AND CONTRIBUTION AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and CORE INCOME FUNDING VI LLC as Purchaser Dated as of August 29, 2023
Sale and Contribution Agreement • August 31st, 2023 • Blue Owl Credit Income Corp. • New York

This SALE AND CONTRIBUTION AGREEMENT, dated as of August 29, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”), and CORE INCOME FUNDING VI LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

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

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Conditional Reimbursement Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • Maryland

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of September, 2020, by and between Owl Rock Core Income Corp., a Maryland Corporation (the “Company”), and Owl Rock Capital Advisor LLC (the “Advisor”).

October 14, 2022 ORCIC JV WH II LLC, as Pledgor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary SECURITIES ACCOUNT CONTROL AGREEMENT
Securities Account Control Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York

This SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of October 14, 2022, among ORCIC JV WH II LLC (the “Pledgor”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral custodian (the “Collateral Custodian”) on behalf of the Secured Parties to the Loan Agreement defined below (the “Secured Party”) and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the “Securities Intermediary”).

ESCROW AGREEMENT
Escrow Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this [•] day of [•], 2020 by and among Owl Rock Capital Securities LLC, a Delaware limited liability company (the “Dealer Manager”), Owl Rock Core 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”).

LOAN SALE AGREEMENT between OWL ROCK CORE INCOME CORP. as Seller and OWL ROCK CLO XI, LLC as Purchaser Dated as of May 24, 2023
Loan Sale Agreement • May 26th, 2023 • Owl Rock Core Income Corp. • New York

This LOAN SALE AGREEMENT, dated as of May 24, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CORE INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XI, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

CREDIT AGREEMENT Dated as of August 24, 2022 among ORCIC JV WH LLC, as Borrower, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and BofA SECURITIES, INC., as Sole Lead Arranger and Sole Book Manager
Credit Agreement • August 25th, 2022 • Owl Rock Core Income Corp. • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 24, 2022, among ORCIC JV WH LLC, a Delaware limited liability company, (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).

OWL ROCK CORE INCOME CORP. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 16th, 2020 • Owl Rock Core Income Corp. • New York
TERMINATION AGREEMENT
Termination Agreement • June 23rd, 2022 • Owl Rock Core Income Corp. • Delaware

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

MASTER SALE AND PARTICIPATION AGREEMENT Owl Rock Core Income Corp. and ORCIC JV WH II LLC
Master Sale and Participation Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York

Accordingly, in consideration of the mutual agreements set forth herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT
Credit Agreement • March 7th, 2024 • Blue Owl Credit Income Corp. • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of November 2, 2023 (this “Amendment”), to the Existing Credit Agreement (capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I) is among BLUE OWL CREDIT INCOME CORP. (f/k/a OWL ROCK CORE INCOME CORP.), a Maryland corporation (the “Borrower”), solely with respect to Section 6.9, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent (the “Administrative Agent”).

ORCIC SENIOR LOAN FUND LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 3rd, 2022 • Owl Rock Core Income Corp. • Ohio

This Limited Liability Company Agreement, dated as of November 2, 2022, is entered into by and between Owl Rock Core Income Corp. and State Teachers Retirement System of Ohio (collectively, the “Members”).

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October 21, 2022 OWL ROCK CLO VIII, LLC, as Borrower STATE STREET BANK AND TRUST COMPANY, as Collateral Trustee and Loan Agent and EACH OF THE CLASS A-L LENDERS PARTY HERETO CLASS A-L LOAN AGREEMENT
Owl Rock Core Income Corp. • October 25th, 2022 • New York

CLASS A-L LOAN AGREEMENT, dated as of October 21, 2022 (the “Closing Date”), (as amended, restated, supplemented or modified from time to time, this “Agreement”), among:

FIRST SUPPLEMENTAL INDENTURE between OWL ROCK CORE INCOME CORP. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Dated as of September 23, 2021
First Supplemental Indenture • September 24th, 2021 • Owl Rock Core Income Corp. • New York

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 23, 2021, is between Owl Rock Core Income Corp., a Maryland corporation (the “Company”), and 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.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK CORE INCOME CORP. AND OWL ROCK CAPITAL ADVISORS LLC
Investment Advisory Agreement • May 20th, 2021 • Owl Rock Core Income Corp. • Delaware

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

LOAN SALE AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and OWL ROCK CLO XVI, LLC as Purchaser Dated as of March 7, 2024
Loan Sale Agreement • March 11th, 2024 • Blue Owl Credit Income Corp. • New York

This LOAN SALE AGREEMENT, dated as of March 7, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XVI, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • March 11th, 2024 • Blue Owl Credit Income Corp. • New York

This Agreement, dated as of March 7, 2024 (this “Agreement”), is entered into by and between Owl Rock CLO XVI, 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.

SECURITY AGREEMENT By ORCIC JV WH LLC, as Pledgor and BANK OF AMERICA, N.A., as Administrative Agent on behalf of the Secured Parties Dated as of August 24, 2022
Security Agreement • August 25th, 2022 • Owl Rock Core Income Corp.

This SECURITY AGREEMENT dated as of August 24, 2022 (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by ORCIC JV WH LLC, a Delaware limited liability company (the “Borrower” or the “Pledgor”), as pledgor, assignor and debtor, in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).

LOAN SALE AGREEMENT between BLUE OWL CREDIT INCOME CORP. as Seller and OWL ROCK CLO XII, LLC as Purchaser Dated as of July 18, 2023
Loan Sale Agreement • July 19th, 2023 • Blue Owl Credit Income Corp. • New York

This LOAN SALE AGREEMENT, dated as of July 18, 2023 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between BLUE OWL CREDIT INCOME CORP., a Maryland Corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO XII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 21st, 2021 • Owl Rock Core Income Corp.

THIS AMNEDMENT No. 1 (the “Amendment”) to the LOAN AGREEMENT (the “Agreement”) by and between Owl Rock Feeder FIC ORCIC Debt LLC, a Delaware limited liability company (“Lender”) and Owl Rock Core Income Corp., a Maryland corporation (the “Borrower”) is made, entered into and effective as of March 31, 2021 (the “Effective Date”).

COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • October 18th, 2022 • Owl Rock Core Income Corp. • New York

This COLLATERAL ADMINISTRATION AGREEMENT, dated as of October 14, 2022 (this “Agreement”), is entered into by and among ORCIC JV WH II LLC, a limited liability company organized under the laws of the State of Delaware, in its capacity as borrower under the Loan Agreement referred to below (the “Borrower”) and together with the Borrower and each CLO Subsidiary from time to time party to the Loan Agreement, the “Borrower Parties”), ORCIC BC 9 LLC, a limited liability company organized under the laws of the State of Delaware, in its capacity as collateral manager under the Loan Agreement referred to below (the “Collateral Manager”), and U.S. Bank Trust Company, National Association (“U.S. Bank”), a national banking association, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”).

JOINDER AGREEMENT
Joinder Agreement • July 12th, 2022 • Owl Rock Core Income Corp. • New York

JOINDER AGREEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, Core Income Funding II LLC, as the borrower (the “Borrower”) and Deutsche Bank AG, New York Branch, as the facility agent (the “Facility Agent”).

LOAN SALE AGREEMENT between OWL ROCK CORE INCOME CORP. as Seller and OWL ROCK CLO VIII, LLC as Purchaser Dated as of October 21, 2022
Loan Sale Agreement • October 25th, 2022 • Owl Rock Core Income Corp. • New York

This LOAN SALE AGREEMENT, dated as of October 21, 2022 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between OWL ROCK CORE INCOME CORP., a Maryland corporation, as seller (in such capacity, the “Seller”) and OWL ROCK CLO VIII, LLC, a Delaware limited liability company, as purchaser (in such capacity, the “Purchaser”).

INDENTURE by and between OWL ROCK CLO XVI, LLC, as Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee Dated as of March 7, 2024
Indenture • March 11th, 2024 • Blue Owl Credit Income Corp. • New York

This INDENTURE, dated as of March 7, 2024, by and between OWL ROCK CLO XVI, 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 CORE INCOME CORP. AMENDMENT NO. 1 TO THE DEALER MANAGER AGREEMENT February 23, 2021
Dealer Manager Agreement • February 23rd, 2021 • Owl Rock Core Income Corp.

This Amendment No. 1 (the “Agreement”) to the Dealer Manager Agreement, dated as of December 1, 2020, (the “Original Agreement”), is entered into by and between Owl Rock Core Income Corp., a Maryland corporation (the “Company”), Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) and Owl Rock Capital Securities (the “Dealer Manager”) and together with the Company and the Adviser, the “Parties” and each, a “Party”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Original Agreement.

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