Blue Owl Technology Income Corp. Sample Contracts

CREDIT AND SECURITY AGREEMENT Dated as of May 31, 2023 among TECH INCOME FUNDING II LLC, as Borrower, OWL ROCK TECHNOLOGY INCOME CORP., as Collateral Manager and Equityholder, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CITIBANK, N.A., as...
Credit and Security Agreement • June 5th, 2023 • Owl Rock 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”).

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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 AGREEMENT
Senior 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 LLC
Administration 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 AGREEMENT
License 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, 2024
Sale 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 AGREEMENT
License 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 AGREEMENT
Form 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 AGREEMENT
Conditional 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 AGREEMENT
Escrow 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, 2023
Sale 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”).

OWL ROCK TECHNOLOGY INCOME CORP. FORM OF DEALER MANAGER AGREEMENT
Dealer Manager Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • New York
OWL ROCK TECHNOLOGY INCOME CORP. DEALER MANAGER AGREEMENT November 30, 2021
Dealer 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 AGREEMENT
Termination 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.”

INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY INCOME CORP. AND OWL ROCK TECHNOLOGY ADVISORS II LLC
Investment 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”).

Owl Rock Technology Advisors LLC
Investment 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 AGREEMENT
Form 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 AGREEMENT
Termination 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 AGREEMENT
Loan 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.”

Owl Rock Technology Advisors II LLC
Investment 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.

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Owl Rock Technology Advisors II LLC
Owl 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 LLC
Owl 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 Agreement
Expense 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”).

ARTICLE III Representations and Warranties
Credit 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”).

AMENDMENT TO LOAN AGREEMENT
Loan 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 AGREEMENT
Facility 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 Agreement
Agreement • 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 AGREEMENT
Credit 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 , 2023
Deferral 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.

TERMINATION AGREEMENT
Termination 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.”

INVESTMENT ADVISORY AGREEMENT BETWEEN OWL ROCK TECHNOLOGY INCOME CORP. AND OWL ROCK TECHNOLOGY ADVISORS LLC
Investment Advisory Agreement • October 6th, 2021 • Owl Rock Technology Income Corp. • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of October 1, 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”).

FORM OF LICENSE AGREEMENT
Form of License Agreement • August 30th, 2021 • Owl Rock Technology Income Corp. • New York

This LICENSE AGREEMENT (this “Agreement”) is made and effective as of [ ], 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”).

Blue Owl Technology Income Corp. $75,000,000 Floating Rate Series 2023B Senior Notes, Tranche B, due January 15, 2027 Note Purchase Agreement Dated December 20, 2023
Note Purchase Agreement • December 22nd, 2023 • Blue Owl Technology Income Corp. • New York

Blue Owl Technology Income Corp., a Maryland corporation (together with its successors and assigns, the “Company”), agrees with each of the Purchasers as follows:

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