FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO

REVOLVING LOAN AGREEMENT

This FIRST AMENDMENT (the “Amendment”) to the Revolving Loan Agreement (the “Agreement”), dated as of July 3, 2023, by and between Xxxxx Capital Private Credit Fund (the “Borrower”) and GC Advisors LLC (the “Lender”), is hereby made as of December 19, 2023.

RECITALS

WHEREAS, Xxxxxxxx and Xxxxxx desire to amend the Agreement to increase the Lender’s commitment;

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxxxxx and Lender hereby agree as follows:

1.              Amendment to the Commitment.

(a)            The definition of “Commitment” in Section 1 of the Agreement is hereby amended by deleting the amount “$50,000,000” and inserting the amount “$100,000,000” in lieu thereof.

2.              Full Force and Effect. Other than as specifically set forth in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

3.              Governing Law.   This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

4.              Counterparts.   This Amendment may be signed in two counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Borrower and Xxxxxx have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first set forth above.

	BORROWER:
	XXXXX CAPITAL PRIVATE CREDIT FUND
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Chief Executive Officer
	LENDER:
	GC ADVISORS LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: President

[Signature Page to First Amendment to Revolving Loan Agreement]