Exhibit 4.2


 





 



 


SEVENTH SUPPLEMENTAL INDENTURE 


 


between 


 


OWL ROCK CAPITAL CORPORATION 


and 


WELLS FARGO BANK, NATIONAL ASSOCIATION, 


 


as Trustee 


 


 


 


 


Dated as of June 11, 2021


 


 



 






    


     


    

 


SEVENTH SUPPLEMENTAL INDENTURE


 


THIS SEVENTH SUPPLEMENTAL
INDENTURE (this “Seventh Supplemental Indenture”), dated as of June 11, 2021, 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 Seventh
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 $450,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2028 (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”), the Fourth Supplemental Indenture, dated as of July 23, 2020 (the “Fourth
Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of December 8, 2020 (the “Fifth Supplemental Indenture”),
and the Sixth Supplemental Indenture, dated as of April 26, 2021 (the “Sixth 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, nor the Fifth Supplemental Indenture, nor the Sixth 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”)).


 


The Company has duly authorized
the execution and delivery of this Seventh Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary
to make this Seventh 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:


 






    1


     


    

 


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 “2.875% Notes due 2028” and shall be designated
as Senior Securities under the Indenture. The Notes shall bear a CUSIP number of 69121K AG9 and an ISIN number of US69121KAG94.


 


(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 $450,000,000. 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 June 11, 2028, unless earlier redeemed or repurchased
in accordance with the provisions of this Seventh Supplemental Indenture.


 


(d)               The
rate at which the Notes shall bear interest shall be 2.875% per annum (the “Applicable Interest Rate”). The date from
which interest shall accrue on the Notes shall be June 11, 2021, 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 June 11 and December 11 of each year, commencing December
11, 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 June 11, 2021 (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 May 28
and November 27 (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 Seventh 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:


 






    2


     


    

 


(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


 


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 30 basis points;


 


provided, however, that
if the Company redeems any Notes on or after April 11, 2028, 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 BofA Securities, Inc., and a primary U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”) selected by each of MUFG Securities America Inc., SG Americas Securities, LLC, SMBC Nikko Securities America,
Inc. or Truist Securities, Inc., or any of their respective affiliates which are Primary Treasury Dealers, and each of their respective
successors, and any other treasury dealers selected by the Company; provided, however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company shall select another Primary Treasury Dealer.


 


“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.


 






    3


     


    

 


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.


 






    4


     


    

 


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:


 


“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.


 






    5


     


    

 


“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.


 






    6


     


    

 


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:


 


“(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.”


 






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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:


 


“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:


 






    8


     


    

 


“Section 13.01Change
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.


 






    9


     


    

 



 


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.”


 


ARTICLE
VII

  MISCELLANEOUS


 


Section 7.01       
This Seventh 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 Seventh
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 Seventh 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 Seventh 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 Seventh Supplemental Indenture. The exchange of copies of this Seventh Supplemental
Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution
and delivery of this Seventh 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 Seventh Supplemental Indenture, is in all respects ratified and confirmed,
and the Base Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument with
respect to the Notes. All provisions included in this Seventh 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 Seventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as
supplemented by this Seventh 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 Seventh Supplemental Indenture as fully and with
like force and effect as though fully set forth in full herein.


 



    10


     


    




 


Section 7.05         The provisions of this Seventh 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 Seventh Supplemental Indenture shall apply
only to the Notes and shall not apply to any other series of Securities under the Indenture and this Seventh 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.


 


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
Seventh Supplemental Indenture, the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute
and deliver this Seventh 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.


 



    11


     


    




 


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


 


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



 


[Signature Page to Seventh 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 AG9
	 	 	ISIN No.  US69121KAG94


 


2.875% Notes due 2028


 


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 June 11, 2028, and to pay interest thereon from June 11,
2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 11
and December 11 in each year, commencing December 11, 2021, at the rate of 2.875% 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 May 28 and November 27 (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:	 
	 	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 


2.875% Notes due 2028


 


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 Seventh
Supplemental Indenture, relating to the Securities, dated as of June 11, 2021, by and between the Company and the Trustee (herein called
the “Seventh Supplemental Indenture”; and together with the Base Indenture, the “Indenture”). In the event of
any conflict between the Base Indenture and the Seventh Supplemental Indenture, the Seventh 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 $450,000,000. 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 30
                                                               basis points; provided, however, that if the Company redeems any Securities on or after April 11, 2028, 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 BofA Securities, Inc., and a primary U.S. government securities dealer in the United States (a “Primary Treasury
Dealer”) selected by each of MUFG Securities America Inc., SG Americas Securities, LLC, SMBC Nikko Securities America, Inc. or Truist
Securities, Inc., or any of their respective affiliates which are Primary Treasury Dealers, and each of their respective successors, and
any other treasury dealers selected by the Company; provided, however, that if any of the foregoing shall cease to be a Primary Treasury
Dealer, the Company shall select another Primary Treasury Dealer.


 


“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-9


     


    

 






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-10


     


    

 







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-11