Waiver of
Trial by Jury103
iii
12.9Invalid Provisions103
12.10Entirety103
12.11Successors and Assigns; Participations103
12.12Defaulting Lenders108
12.13All Powers Coupled with Interest110
12.14Headings110
12.15Survival111
12.16Full Recourse111
12.17Availability of Records; Confidentiality111
12.18USA Patriot Act Notice112
12.19Multiple Counterparts112
12.20Term of Agreement112
12.21Inconsistencies with Other Documents112
12.22Acknowledgement and Consent to Bail-In of EEA Financial Institutions 112
iv
SCHEDULES
SCHEDULE I:
Borrower Information
SCHEDULE II:
Lender Commitments and Related Information
SCHEDULE III:
Borrower Organizational Structure
EXHIBITS
EXHIBIT A:
Schedule of Investors/Form of Borrowing Base Certificate
EXHIBIT B:
Form of Note
EXHIBIT C:
Form of Security Agreement
EXHIBIT D:
Form of Pledge of Collateral Account
EXHIBIT E:
Form of Request for Borrowing
EXHIBIT F:
Form of Request for Letter of Credit
EXHIBIT G:
Form of Rollover/Conversion Notice
EXHIBIT H:
Form of Lender Assignment and Assumption
EXHIBIT I:
Form of Qualified Borrower Promissory Note
EXHIBIT J:
Form of Qualified Borrower Guaranty
EXHIBIT K:
Form of Responsible Officer's Certificate
EXHIBIT L:
Form of Compliance Certificate
EXHIBIT M:
Form of Lender Joinder Agreement
EXHIBIT N:
Form of Facility Increase Request
EXHIBIT O:
Form of U.S. Tax Compliance Certificate
EXHIBIT P:
Form of Subscription Agreement
v
REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT, is dated as of August 1, 2016, by and among OWL
ROCK CAPITAL CORPORATION, a Maryland corporation, the "Initial Borrower", and
collectively with any other Borrower becoming party hereto (including Qualified
Borrowers, the "Borrowers"), the banks and financial institutions from time to
time party hereto as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo"), as the Administrative Agent (as hereinafter defined) for the Secured
Parties and the Letter of Credit Issuer (each as hereinafter defined), and WELLS
FARGO SECURITIES, LLC, as the Sole Bookrunner and Sole Lead Arranger.
A.The Initial Borrower has requested that the Lenders make loans and cause the
issuance of letters of credit to provide working capital to the Initial Borrower
and to any other Borrower becoming a party hereto for purposes permitted under
the Constituent Documents (as defined below) of the Borrowers.
B.The Lenders are willing to make loans and to cause the issuance of letters of
credit upon the terms and subject to the conditions set forth in this Credit
Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1.DEFINITIONS
.
1.1Defined Terms
.
For the purposes of the Loan Documents, unless otherwise expressly defined,
the following terms shall have the meanings assigned to them below:
"Account Bank" means State Street so long as it remains an Eligible Institution.
"Adequately Capitalized" means compliance with the capital standards for bank
holding companies as described in the Bank Holding Company Act of 1956, as
amended, and regulations promulgated thereunder.
"Adjusted LIBOR" means, for any LIBOR Rate Loan, for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined by the Administrative Agent to be equal