Exhibit 4.2




  


 


FIFTH SUPPLEMENTAL INDENTURE 


 


between 


 


OWL ROCK CAPITAL CORPORATION 


 


and 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,



 


as Trustee 


  


Dated as of December 8, 2020 


 


 






     


     


    

 




FIFTH SUPPLEMENTAL INDENTURE


 


THIS FIFTH SUPPLEMENTAL
INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 8, 2020, is between Owl Rock Capital Corporation,
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.


 


RECITALS OF THE COMPANY


 


The Company and the
Trustee executed and delivered an Indenture, dated as of April 10, 2019 (the “Base Indenture” and, as supplemented
by this Fifth Supplemental Indenture, collectively, the “Indenture”), to provide for the issuance by the Company from
time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “Securities”),
to be issued in one or more series as provided in the Indenture.


 


The Company desires
to issue and sell $1,000,000,000 aggregate principal amount of the Company’s 3.400% Notes due 2026 (the “Notes”).


 


The Company previously
entered into the First Supplemental Indenture, dated as of April 10, 2019 (the “First Supplemental Indenture”), the
Second Supplemental Indenture, dated as of October 8, 2019 (the “Second Supplemental Indenture”), the Third Supplemental
Indenture, dated as of January 22, 2020 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture,
dated as of July 23, 2020 (the “Fourth Supplemental Indenture”), which supplemented the Base Indenture.  Neither
the First Supplemental Indenture, nor the Second Supplemental Indenture, nor the Third Supplemental Indenture, nor the Fourth Supplemental
Indenture are applicable to the Notes.


 


Sections 9.01(iv) and
9.01(vi) of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture,
the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Base Indenture to (i) change or eliminate any of the provisions of the Indenture
when there is no Security Outstanding of any series created prior to the execution of a supplemental indenture that is entitled
to the benefit of such provision and (ii) establish the form or terms of Securities of any series as permitted by Section 2.01
and Section 3.01 of the Base Indenture.


 


The Company desires
to establish the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture
for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future
Supplemental Indenture”)).


  



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The Company has
duly authorized the execution and delivery of this Fifth Supplemental Indenture to provide for the issuance of the Notes and
all acts and things necessary to make this Fifth Supplemental Indenture a valid, binding, and legal obligation of the Company
and to constitute a valid agreement of the Company, in accordance with its terms, have been done and performed.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Notes, as follows:


 


ARTICLE
I

TERMS OF THE NOTES


 


Section 1.01       
Terms of the Notes. The following terms relating to the Notes are hereby established:


 


(a)              
The Notes shall constitute a series of Securities having the title “3.400% Notes due 2026” and shall be designated
as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 69121K AE4 and an ISIN number of US69121KAE47.


 


(b)              
The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except
for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant
to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Base Indenture) shall be $1,000,000,000. Under a Board Resolution, Officers’
Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of
the Holders of Notes, issue additional Notes (in any such case “Additional Notes”) having the same ranking and the
same interest rate, maturity, CUSIP number and other terms as the Notes (except for the issue date, offering price and, if applicable,
the initial interest payment date); provided that such Additional Notes must either (i) be issued in a “qualified
reopening” for U.S. Federal income tax purposes, with no more than a de minimis amount of original issue discount,
or otherwise (ii)  be part of the same issue as the Notes for U.S. federal income tax purposes. Any Additional Notes and the
existing Notes will constitute a single series under the Indenture and all references to the relevant Notes herein shall include
the Additional Notes unless the context otherwise requires.


 


(c)              
The entire Outstanding principal amount of the Notes shall be payable on July 15, 2026, unless earlier redeemed or repurchased
in accordance with the provisions of this Fifth Supplemental Indenture.


 






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(d)               The
rate at which the Notes shall bear interest shall be 3.400% per annum (the “Applicable Interest Rate”). The date
from which interest shall accrue on the Notes shall be December 8, 2020, or the most recent Interest Payment Date to which
interest has been paid or provided for; the Interest Payment Dates for the Notes shall be January 15 and July 15 of each
year, commencing July 15, 2021 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable
interest payment will be made on the next succeeding Business Day with the same force and effect as if made on the scheduled
Interest Payment Date and no additional interest will accrue as a result of such delayed payment); the initial interest
period will be the period from and including December 8, 2020 (or the most recent Interest Payment Date to which interest has
been paid or provided for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be
the periods from and including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated
Maturity, as the case may be; the interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date, will be paid to the Person in whose name the Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be January 1 and July 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date. Payment of principal of (and premium, if any) and any such
interest on the Notes will be made at the Corporate Trust Office of the Paying Agent, which shall initially be the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that in the case of Notes that are not in global form, at the option of the Company,
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 


(e)              
The Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and
the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fifth
Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall provide
that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount
of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes
represented thereby shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base
Indenture.


 


(f)               
The depositary for such Global Notes shall be the Depositary Custodian. The Security Registrar with respect to the Global
Notes shall be the Trustee.


 


(g)              
The Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance
contained in Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.07 and 10.08 of the
Indenture.


 


(h)              
The Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:


 


(i)                
The Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a
Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding,
the Redemption Date:


 


A.               
100% of the principal amount of the Notes to be redeemed, or


 






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B.                 the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid
interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points;


 


provided, however,
that if the Company redeems any Notes on or after June 15, 2026, the Redemption Price for the Notes will be equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.


 


For purposes
of calculating the Redemption Price in connection with the redemption of the Notes, on any Redemption Date, the following terms
have the meanings set forth below:


 


“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity
of the Comparable Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance
with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term
of the Notes being redeemed.


 


“Comparable
Treasury Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Quotation
Agent” means a Reference Treasury Dealer selected by the Company.


 


“Reference
Treasury Dealer” means each of (1) BofA Securities, Inc., or its affiliates which are primary U.S. government securities
dealers in the United States (a “Primary Treasury Dealer”) and its respective successors; provided, however,
that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another
Primary Treasury Dealer and (2) three other Primary Treasury Dealers selected by the Company.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such Redemption Date.


 






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All determinations
made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be
final and binding absent manifest error.


 


(ii)             
Notice of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing
next-day delivery, or sent electronically in accordance with Applicable Procedures with respect to Notes in global form, to each
Holder of the Notes to be redeemed, not less than 30 nor more than 60 days prior to the Redemption Date, at the Holder’s
address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04
of the Base Indenture. If the Redemption Price is not known at the time such notice is to be given, the actual Redemption Price,
calculated as described in the terms of the Notes, will be set forth in an Officers’ Certificate of the Company delivered
to the Trustee no later than two Business Days prior to the Redemption Date.


 


(iii)           
Any exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act,
to the extent applicable.


 


(iv)            
If the Company elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the
Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason,
by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable
procedures of the Depositary and in accordance with the Investment Company Act as directed by the Company; provided, however,
that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.


 


(v)              
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to
accrue on the Notes called for redemption hereunder.


 


(i)                
The Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.


 


(j)                
The Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


(k)              
Holders of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance
with Article Thirteen of the Indenture.


 


ARTICLE
II

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 2.01       
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series
of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be
amended by adding the following defined terms to Section 1.01 of the Base Indenture in appropriate alphabetical sequence,
as follows:


 






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“Below Investment
Grade Rating Event” means the Notes are downgraded below Investment Grade by all three Rating Agencies on any date from
the date of the public notice of an arrangement that results in a Change of Control until the end of the 60-day period following
public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under
publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment
Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect
of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition
of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Company in writing that the reduction was the result, in
whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change
of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating
Event).


 


“Change of
Control” means the occurrence of any of the following:


 





(1)              
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation)
in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries
taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange
Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any
secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer,
conveyance or disposition;


 


(2)              
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other
than any Permitted Holders) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather
than number of shares; or


 


(3)              
the approval by the Company’s stockholders of any plan or proposal relating to the liquidation or dissolution of the
Company.


 


“Change of
Control Repurchase Event” means the occurrence of a Change of Control and a Below Investment Grade Rating Event.


 


“Controlled
Subsidiary” means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by
the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or
otherwise.


 






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“Depositary”
means, with respect to each Note in global form, The Depository Trust Company, until a successor shall have been appointed and
becomes such person, and thereafter, Depositary shall mean or include such successor.


 


“Fitch”
means Fitch Ratings, Inc., also known as Fitch Ratings, or any successor thereto.


 


“Investment
Grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch),
BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) and Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) (or, in each case, if such Rating Agency ceases to rate
the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency
selected by the Company as a replacement Rating Agency).


 


“Moody’s”
means Moody’s Investor Service, or any successor thereto.


 


“Permitted
Holders” means (i) the Company, (ii) one or more of the Company’s Controlled Subsidiaries and (iii) Owl
Rock Capital Advisors LLC or any Affiliate of Owl Rock Capital Advisors LLC that is organized under the laws of a jurisdiction
located in the United States of America and in the business of managing or advising clients.


 


“Rating Agency”
means (1) each of Fitch, S&P and Moody’s; and (2) if any of Fitch, S&P or Moody’s cease to rate the
Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by the Company
as a replacement agency for Fitch, S&P and/or Moody’s, or both, as the case may be.


 


“S&P”
means S&P Global Ratings, or any successor thereto.


 


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02
of Regulation S-X under the Exchange Act, as such regulation is in effect on the original date of this Indenture (but excluding
any Subsidiary which is (a) a non-recourse or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle
or (c) is not consolidated with the Company for purposes of GAAP).


 


“Voting Stock”
as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence
of a contingency.


 


ARTICLE
III

REMEDIES


 


Section 3.01       
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series
of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall
be amended by replacing clause (ii) thereof with the following:


 






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	 	“(ii)	default in the payment of the principal of (or premium, if any, on) any Note when it becomes due and
payable at its Maturity, including upon any Redemption Date or required repurchase date; or”




 


Section 3.02       
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series
of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall
be amended by adding the following language as clause (ix):


 


	 	“(ix):	default by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement or other
instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed
in excess of $100 million in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now
exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting
a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase,
upon declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is
rescinded, stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
Outstanding.”




  


Section 3.03       
Except as may be provided in in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture
shall be amended by replacing the first paragraph of Section 5.02 with the following:


 


“If an Event of Default
with respect to the Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or
5.01(vi)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal
of all the Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal shall become immediately due and payable; provided that 100%
of the principal of, and accrued and unpaid interest on, the Notes will automatically become due and payable in the case of an
Event of Default specified in Section 5.01(v) or 5.01(vi) hereof.”


 


ARTICLE
IV

COVENANTS


 


Section 4.01       
 Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other
series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall
be amended by adding the following new Sections 10.07 and 10.08 thereto, each as set forth below:


 






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“Section 10.07 
Section 18(a)(1)(A) of the Investment Company Act.


 


The Company hereby
agrees that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject
to, Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act or any successor provisions
thereto of the Investment Company Act, giving effect to any exemptive relief granted to the Company by the Commission.”


 


“Section 10.08 
Commission Reports and Reports to Holders.


 


If, at any time, the
Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports
with the Commission, the Company agrees to furnish to the Holders of Notes and the Trustee for the period of time during which
the Notes are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company, audited annual consolidated
financial statements of the Company and (ii) within 45 days after the end of each fiscal quarter of the Company (other than
the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements of the Company. All such financial
statements shall be prepared, in all material respects, in accordance with GAAP, as applicable.


 


Delivery of such reports,
information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively
on Officers’ Certificates).”


 


ARTICLE
V

THE TRUSTEE


 


Section 5.01       
Neither the Trustee nor any Paying Agent shall be responsible for determining whether any Change of Control or Below Investment
Grade Rating Event has occurred and whether any Change of Control offer with respect to the Notes is required.


 


ARTICLE
VI

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT


 


Section 6.01       
Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series
of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article Thirteen of the Base Indenture shall
be amended by replacing Sections 13.01 to 13.05 thereto with the following:


 






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“Section 13.01      Change
of Control.


 


If a Change of
Control Repurchase Event occurs, unless the Company shall have exercised its right to redeem the Notes in full, the Company
shall make an offer to each Holder of the Notes to repurchase all or any part (in minimum denominations of $2,000 and
integral multiples of $1,000 principal amount thereabove) of that Holder’s Notes at a repurchase price in cash equal to
100% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to
the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option,
prior to any Change of Control, but after the public announcement of the Change of Control, the Company will send a notice to
each Holder and the Trustee describing the transaction or transactions that constitute or may constitute the Change of
Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date
of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase
Event occurring on or prior to the payment date specified in the notice. The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase
Event.


 


To the extent that
the provisions of any securities laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section 13.01 by virtue
of such conflict.


 


On the Change of Control
Repurchase Event payment date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the
Company shall, to the extent lawful:


 


(1)              
accept for payment all Notes or portions of Notes properly tendered pursuant to its offer;


 


(2)              
deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes
properly tendered; and


 


(3)              
deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate
stating the aggregate principal amount of Notes being purchased by the Company.


 


The Paying Agent will
promptly remit to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate
upon receipt of a Company Order and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal amount
of $2,000 or an integral multiple of $1,000 in excess thereof.


 


If any Repayment Date
upon a Change of Control Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on
the next succeeding Business Day and no additional interest will accrue as a result of such delayed payment.


 


The Company will not
be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer
in respect of the Notes in the manner, at the time and otherwise in compliance with the requirements for an offer made by the Company
and such third party purchases all Notes properly tendered and not withdrawn under its offer.”


 


 






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ARTICLE
VII


MISCELLANEOUS


 


Section 7.01       
This Fifth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State
of New York, without regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction.
This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture
and shall, to the extent applicable, be governed by such provisions. If any provision of the Indenture limits, qualifies or conflicts
with the duties imposed by Section 318(c) of the Trust Indenture Act, the imposed duties will control.


 


Section 7.02       
In case any provision in this Fifth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 7.03       
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which will be an original, but
such counterparts will together constitute but one and the same Fifth Supplemental Indenture. The exchange of copies of this Fifth
Supplemental Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute
effective execution and delivery of this Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile, .pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes.


 


Section 7.04       
The Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed,
and the Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as one and the same instrument
with respect to the Notes. All provisions included in this Fifth Supplemental Indenture supersede any conflicting provisions included
in the Base Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Fifth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture,
as supplemented by this Fifth Supplemental Indenture. All of the provisions contained in the Base Indenture in respect of the rights,
privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Fifth Supplemental Indenture as
fully and with like force and effect as though fully set forth in full herein.


 


Section 7.05       
The provisions of this Fifth Supplemental Indenture shall become effective as of the date hereof.


 


Section 7.06       
Notwithstanding anything else to the contrary herein, the terms and provisions of this Fifth Supplemental Indenture shall
apply only to the Notes and shall not apply to any other series of Securities under the Indenture and this Fifth Supplemental Indenture
shall not and does not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities
under the Indenture, whether now or hereafter issued and Outstanding.


 






    11


     


    

 


Section 7.07       
The recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity
or sufficiency of this Fifth Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that
it is duly authorized to execute and deliver this Fifth Supplemental Indenture, authenticate the Notes and any Additional Notes
and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Company of the Notes
or any Additional Notes or the proceeds thereof.


  



    12


     


    




 


IN WITNESS WHEREOF,
the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.


 


	 	OWL ROCK CAPITAL CORPORATION
	 	 
	 	/s/ Alan Kirshenbaum
	 	Name: Alan Kirshenbuam
	 	Title: Chief Financial Officer and Chief Operating Officer
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	/s/ Stefan Victory
	 	Name: Stefan Victory
	 	Title: Vice President



 


[Signature Page to Fifth Supplemental Indenture]


 






     


     


    

  


Exhibit A – Form of Global Note


 


THIS SECURITY IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Unless this certificate
is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer,
exchange or payment and such certificate issued in exchange for this certificate is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative of The Depository Trust Company, any transfer, pledge or other
use hereof for value or otherwise by or to any person is wrongful, as the registered owner hereof, Cede & Co., has an
interest herein. 


 


Owl Rock Capital Corporation 


 


	No.        	Initially $            
	 	CUSIP No. 69121K AE4
	 	ISIN No.  US69121KAE47


 


3.400% Notes due 2026


 


Owl Rock Capital
Corporation, a corporation duly organized and existing under the laws of Maryland (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of [__] dollars (U.S. $[__]), or such other principal
sum as shall be set forth in the Schedule of Increases or Decreases attached hereto, on July 15, 2026, and to pay interest
thereon from December 8, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on January 15 and July 15 in each year, commencing July 15, 2021, at the rate of 3.400% per annum, until
the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is
registered at the close of business on the Regular Record Date for such interest, which shall be January 1 and July 1
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture. This Security may be issued as
part of a series.


 






     


     


    

 


 



 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office of the Paying Agent,
which shall initially be the Trustee, in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register;
provided, further, however, that so long as this Security is registered to Cede & Co., such payment will
be made by wire transfer in accordance with the procedures established by the Depository Trust Company and the Trustee.


 


Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


Dated:        December 8,
2020             


 


	 	OWL
    ROCK CAPITAL CORPORATION
	 	 
	 	By:	 
	 	 	Name: Alan Kirshenbaum
	 	 	Title: Chief Financial Officer and Chief Operating Officer




 


	Attest:	 	 
	 	Name:
    Neena Reddy	 
	 	Title:
    Secretary	 




 






     


     


    

 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


Dated:                     


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,

as Trustee
	 	 
	 	By:	 
	 	 	Authorized
    Signatory





 






     


     


    

 


[BACK OF NOTE] 


 


Owl Rock Capital Corporation 


3.400% Notes due 2026


 


This Security is one
of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of April 10, 2019 (herein called the “Base Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and Wells Fargo Bank, National Association, as Trustee
(herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), and reference is
hereby made to the Base Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered, as supplemented by the Fifth Supplemental Indenture, relating to the Securities, dated as of December 8, 2020, by
and between the Company and the Trustee (herein called the “Fifth Supplemental Indenture”; and together with the Base
Indenture, the “Indenture”). In the event of any conflict between the Base Indenture and the Fifth Supplemental Indenture,
the Fifth Supplemental Indenture shall govern and control.


 


This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000. Under a Board Resolution,
Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without
the consent of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”)
having the same ranking and the same interest rate, maturity, CUSIP number and other terms as the Securities, provided that
such Additional Securities must either (i) be issued in a “qualified reopening” for U.S. Federal income tax purposes,
with no more than a de minimis amount of original issue discount, or otherwise (ii)  be part of the same issue as the
Securities for U.S. federal income tax purposes. Any Additional Securities and the existing Securities will constitute a single
series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless
the context otherwise requires. The aggregate amount of Outstanding Securities represented hereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions.


 


The Securities of this
series are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, at a Redemption
Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to, but excluding, the Redemption
Date:


 


		(a)	100% of the principal amount of the Securities to be redeemed, or



 


		(b)	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis
points;



 






     


     


    

 


provided, however, that if
the Company redeems any Securities on or after June 15, 2026, the Redemption Price for the Securities will be equal to 100% of
the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption
Date.


 


For purposes of calculating
the Redemption Price in connection with the redemption of the Securities, on any Redemption Date, the following terms have the
meanings set forth below:


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable
Treasury Issue (computed as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.
The Redemption Price and the Treasury Rate will be determined by the Company.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable
to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the Securities being redeemed.


 


“Comparable Treasury
Price” means (1) the average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.


 


“Quotation Agent”
means a Reference Treasury Dealer selected by the Company.


 


“Reference Treasury
Dealer” means each of (1) BofA Securities, Inc., or its respective affiliates which are primary U.S. government securities
dealers in the United States (a “Primary Treasury Dealer”) and its respective successors; provided, however,
that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall select another
Primary Treasury Dealer and (2) three other Primary Treasury Dealers selected by the Company.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on
the third Business Day preceding such Redemption Date.


 


All determinations
made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be
final and binding absent manifest error.


 


Notice of
redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day
delivery, or sent electronically in accordance with Applicable Procedures with respect to Notes in global form, to each
Holder of the Securities to be redeemed, not less than 30 nor more than 60 days prior to the Redemption Date, at the
Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth
in Section 11.04 of the Base Indenture.


 






     


     


    

 


Any exercise of the
Company’s option to redeem the Securities will be done in compliance with the Investment Company Act, to the extent applicable.


 


If the Company elects
to redeem only a portion of the Securities, the particular Securities to be redeemed will be selected by the Trustee in accordance
with the applicable procedures of the Depositary and in accordance with the Investment Company Act. In the event of redemption
of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $2,000.


 


Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities
called for redemption.


 


Holders will have the
right to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set
forth in the Indenture.


 


The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.


 


If an Event of Default
with respect to Securities of this series shall occur and be continuing (other than Events of Default related to certain events
of bankruptcy, insolvency or reorganization as set forth in the Indenture), the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture. In the case of certain events of bankruptcy,
insolvency or reorganization described in the Indenture, 100% of the principal of and accrued and unpaid interest on the Securities
will automatically become due and payable.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 






     


     


    

 


As provided in
and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the
time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
as Trustee and offered the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of
this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 90 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.


 


No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Securities of this
series are issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company or Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


The Indenture and this
Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of laws.  


 






     


     


    

 



 


 








Assignment
Form 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert Assignee’s Legal Name)




 


 


(Insert assignee’s soc. sec. or tax
I.D. no.)


 


 


 


 


 


 


 


 


 


(Print or type assignee’s name, address
and zip code)


 


	and irrevocably appoint	 
	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.



  


	Date:	 	 




 


	 	Your
    Signature:	 
	 	(Sign
    exactly as your name appears on the face of this Note)




 


	Signature Guarantee*:	 	 




 


	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


 






    A-10


     


    

 


 





OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 13.01 of the Indenture, check the box below:


 


 ̈  Section 13.01


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 13.01 of the Indenture, state the amount you elect
to have purchased:


 





	 	$		 



 


Date:                     


 


	 	Your Signature:	
	 	 	(Sign exactly as your name appears on the face of this Note)



 


	 	Tax Identification No.:	 






 





	Signature Guarantee*:	 	 


 


	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


 






    A-11


     


    

 


 






SCHEDULE OF INCREASES AND DECREASES OF GLOBAL
NOTE


 


The
initial principal amount of this Global Note is $______. The following increases and decreases
to this Global Note have been made: 


 


	 	 	 	 	 	 	 	 	 
	
        Date of Increase or

Decrease

        
	 	Amount of Decrease in

Principal Amount at

Maturity

of this Global Note	 	Amount of Increase in

Principal Amount at

Maturity

of this Global Note	 	Principal Amount at

Maturity

of this Global Note

Following such

decrease (or  increase)	 	Signature of

Authorized Signatory

of Trustee or DTC

Custodian


 


 






    A-12