Exhibit 10.2


 


AMENDED AND RESTATED ADMINISTRATION AGREEMENT





 


BETWEEN


 





OWL ROCK CORE INCOME CORP.


 


AND


 





OWL ROCK CAPITAL ADVISORS LLC


 





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”).


 


WHEREAS, the Company is a closed-end management investment company
that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940,
as amended (the “Investment Company Act”);


 


WHEREAS, the Company and the Administrator entered into the administration
agreement dated September 30, 2020 (the “Original Agreement”); and


 


WHEREAS, as a result of the change of control
of the Administrator that will result from the transaction (the “Transaction”) pursuant to which Owl Rock Capital
Group, LLC, the parent of the Administrator, and Dyal Capital Partners will merge to form Blue Owl Capital, Inc., the Company and the
Administrator desire to amend and restate the Original Agreement in its entirety to set forth terms and conditions for the continued
provision by the Administrator of administrative services to the Company.


 


NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company
and the Administrator hereby agree as follows:


 


	 	1.	Duties of the Administrator


 


a.       Employment
of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for
others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control
of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions set forth in this Agreement.
The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services
and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator
and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or
authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.


 


b.       Services.
The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation
of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities,
equipment, clerical, bookkeeping and record keeping services and such other services as the Administrator, subject to review by the Board,
shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also,
on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder
servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons
in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of
obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company
as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator
shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities
and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator
shall be responsible for the financial and other records that the Company is required to maintain and shall prepare, print and disseminate
reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The
Administrator will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the Company
is required to provide such assistance. In addition, the Administrator will assist the Company in determining and publishing (as necessary
or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally
overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the
Company by others.


 






     


     


    

 


	 	2.	Records




 


The Administrator agrees to maintain and keep all books, accounts and
other records of the Company that relate to activities performed by the Administrator hereunder and will maintain and keep such books,
accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment
Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the
Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement
or otherwise on written request. The Administrator further agrees that all records which it maintains for the Company pursuant to Rule
31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act
unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator
shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.


 


	 	3.	Confidentiality



 

The parties hereto agree that each shall treat confidentially the terms
and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential
information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P of the SEC),
shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be
required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party.
The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal
counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.


 


	 	4.	Compensation; Allocation of Costs and Expenses



 

In full consideration of the provision of the services of the Administrator,
the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and
providing personnel and facilities hereunder, it being understood and agreed that, except as otherwise provided herein or in that certain
Amended and Restated Investment Advisory Agreement, by and between the Company and the Administrator (the Administrator, in its capacity
as adviser pursuant to the Amended and Restated Investment Advisory Agreement, the “Adviser”), as amended from time
to time (the “Advisory Agreement”), the Administrator shall be solely responsible for the compensation of its employees
and all overhead expenses of the Administrator (including rent, office equipment and utilities). The Company, either directly or through
reimbursement to the Adviser, shall bear all costs and expenses of its operation, administration and transactions not specifically assumed
by the Adviser pursuant to the Advisory Agreement, including (without limitation): expenses deemed to the “organization and offering
expenses” of the Company for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of
this Agreement, such expenses, exclusive of commissions, the dealer manager fee, any discounts and other similar expenses paid by investors
at the time of sale of the Stock of the Company, are hereinafter referred to as “Organization and Offering Costs”); corporate
and organizational expenses relating to offering of shares of Common Stock, subject to limitations included in the Agreement; the cost
of calculating the Company’s net asset value, including the cost of any third-party valuation services; the cost of effecting any
sales and repurchases of the Common Stock and other securities; fees and expenses payable under any dealer manager agreements, if any;
debt service and other costs of borrowings or other financing arrangements; costs of hedging; expenses, including travel expense, incurred
by the Administrator, or members of the Investment Team, or payable to third parties, performing due diligence on prospective portfolio
companies and, if necessary, enforcing the Company’s rights; escrow agent, transfer agent and custodial fees and expenses; fees
and expenses associated with marketing efforts; federal and state registration fees, any stock exchange listing fees and fees payable
to rating agencies; federal, state and local taxes; independent directors’ fees and expenses, including certain travel expenses;
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other
regulatory bodies) and other reporting and compliance costs, including registration fees, listing fees and licenses, and the compensation
of professionals responsible for the preparation of the foregoing; the costs of any reports, proxy statements or other notices to stockholders
(including printing and mailing costs); the costs of any stockholder or director meetings and the compensation of personnel responsible
for the preparation of the foregoing and related matters; commissions and other compensation payable to brokers or dealers; research and
market data; fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums; direct costs
and expenses of administration, including printing, mailing, long distance telephone and staff; fees and expenses associated with independent
audits, outside legal and consulting costs; costs of winding up; costs incurred in connection with the formation or maintenance of entities
or vehicles to hold the Company’s assets for tax or other purposes; extraordinary expenses (such as litigation or indemnification);
and costs associated with reporting and compliance obligations under the Advisers Act and applicable federal and state securities laws. Notwithstanding
anything to the contrary contained herein, the Company will bear its allocable portion of the costs of the compensation, benefits and
related administrative expenses (including travel expenses) of the Company’s officers who provide operational and administrative
services hereunder, their respective staffs and other professionals who provide services to the Company (including, in each case, employees
of the Adviser or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back
office” or “middle office” financial or operational services to the Company. Notwithstanding anything to the contrary
contained herein, the Company shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid by the
Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the
business affairs of the Company and in acting on behalf of the Company). For the avoidance of doubt, the Adviser shall be solely responsible
for any placement or “finder’s” fees payable to placement agents engaged by the Company or its affiliates in connection
with the offering of securities by the Company.


 






     


     


    

 


	 	5.	Limitation of Liability of the Administrator; Indemnification



 

The Administrator (and its members, managers, officers, employees,
agents, controlling persons and any other person or entity affiliated with it) shall not be liable to the Company for any action taken
or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement
or otherwise as administrator for the Company and the Company shall indemnify, defend and protect the Administrator (and its officers,
managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator
each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them
harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably
paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation
or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise
based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator
for the Company. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect
or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification
in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless
disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined
in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).


 


	 	6.	Activities of the Administrator


 


The services of the Administrator to the Company are not to be deemed
to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers,
employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers,
members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers,
employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as
stockholders or otherwise.


 






     


     


    

 


	 	7.	Duration and Termination of this Agreement


 


	 	a.	This Agreement shall continue in effect for two years from the consummation of the Transaction, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by: 


 


	 	i.	the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and 


 


	 	ii.	the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. 


 


	 	b.	The Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Administrator. 


 


	 	c.	This Agreement may not be assigned by a party without the consent of the other party; provided, however, that the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formed entity; provided, further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity. The provisions of Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. 


 


	 	8.	Amendments of this Agreement 



 

This Agreement may be amended pursuant to a written instrument by mutual
consent of the parties.


 


	 	9.	Governing Law



 

This Agreement shall be construed in accordance with the laws of the
State of Delaware and the applicable provisions of the Investment Company Act, if any. In such case, to the extent the applicable laws
of the State of Delaware, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall
control.


 


	 	10.	Entire Agreement



 

This Agreement contains the entire agreement of the parties and supersedes
all prior agreements, understandings and arrangements with respect to the subject matter hereof.


 


	 	11.	Notices



 

Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed, postage prepaid, to the other party at its principal office.


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.


 


	 	OWL ROCK CORE INCOME CORP.

  
	 	By:  	 /s/ Bryan Cole
	 	 	Name:  	Bryan Cole 
	 	 	Title:  	Chief Financial Officer 
	 
	 	OWL ROCK CAPITAL ADVISORS LLC

  
	 	By:  	 /s/ Alan Kirshenbaum
	 	 	Name:  	Alan Kirshenbaum
	 	 	Title:  	Chief Operating Officer and Chief Financial Officer