Exhibit 10.2


 


AMENDED AND RESTATED ADMINISTRATION AGREEMENT


BETWEEN


OWL ROCK CAPITAL CORPORATION III


AND


OWL ROCK DIVERSIFIED ADVISORS LLC


 


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”).


 


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 June 4, 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.



 






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		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.


 






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		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 will bear
all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by the Adviser
pursuant to the Advisory Agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to:
the cost of its organization and any offerings; the cost of calculating its 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.


 






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		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).


 






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		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 (2) 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 sixty (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.


 






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


 


	 	OWL ROCK CAPITAL CORPORATION III 
	 	 
	 	By:  	/s/ Alan Kirshenbaum
	 	 	Name:  	Alan Kirshenbaum
	 	 	Title:  	Chief Operating Officer
	 


 


	 	OWL ROCK DIVERSIFIED ADVISORS LLC 
	 	 
	 	By:  	/s/ Alan Kirshenbaum
	 	 	Name:  	Alan Kirshenbaum 
	 	 	Title:  	Chief Operating Officer and Chief Financial Officer
	 


 






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