Exhibit 10.2




 Exhibit 10.2 

FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT 

This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated and effective as
of May 13, 2021 (the “Effective Date”), by and among TCW DIRECT LENDING VII LLC, a Delaware limited liability company (the “Borrower”), NATIXIS, NEW YORK BRANCH (in its
individual capacity, “Natixis”), as administrative agent (in such capacity, the “Administrative Agent”) for the Committed Lenders, Conduit Lenders and Funding Agents from time to time party to the
Credit Agreement (hereinafter defined) and each Lender. 
 A.           The Borrower, the
Administrative Agent, the Committed Lenders, the Conduit Lenders and the Funding Agents have entered into that certain Revolving Credit Agreement dated as of May 10, 2018 (as amended by that certain First Amendment to Revolving Credit Agreement
dated as of August 15, 2018, that certain Second Amendment to Revolving Credit Agreement dated as of November 5, 2018, that certain Third Amendment to Revolving Credit Agreement dated as of February 6, 2019, that certain Fourth
Amendment to Revolving Credit Agreement dated as of May 10, 2021, and as further amended, modified, supplemented, or restated from time to time, the “Credit Agreement”). 

B.           The Borrower, the Administrative Agent and each Lender have agreed, upon the
following terms and conditions, to amend the Credit Agreement as provided herein. 
 NOW, THEREFORE, in consideration
of the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows: 

1.           DEFINED TERMS; REFERENCES. Unless otherwise specifically defined herein,
each term used herein that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. 

2.           AMENDMENTS TO CREDIT AGREEMENT. On and as of the Effective Date, the
first paragraph of Section 2.16 of the Credit Agreement shall be amended and restated in its entirety to read as follows:  

2.16 Extension of Stated Maturity Date. So long as no (x) Event of Default or Default shall have occurred and be
continuing on the Stated Maturity Date and (y) the representations and warranties contained in Section 8 or in any other Loan Document shall be true and correct in all material respects on, and as
of, the Stated Maturity Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for
purposes of this Section 2.16, the representations and warranties contained in Section 8.06 shall be deemed to refer to the most recent financial
statements furnished pursuant to clauses (a) and (b), respectively, of Section 9.01, Borrower may extend the Stated Maturity Date to a Business Day that is not later
than 364 days after the then-effective Stated Maturity Date, no more than one time, upon (the date such conditions are satisfied, the “Facility Extension Effective Date”): (a) delivery of a Facility Extension Request to
Administrative Agent not less than fifteen (15) days prior to the Stated Maturity Date then in effect; and (b) payment to Administrative Agent for the benefit of the Lenders of a facility extension fee equal to twenty-five basis points on
the then-existing aggregate Commitments of the Lenders (i.e., 0.25% times the then-existing aggregate Commitments of the Lenders). Administrative Agent agrees to deliver written confirmation of any extension to the Borrower. 











 3.           EFFECTIVENESS. The
effectiveness of this Amendment is subject to Administrative Agent’s receipt of this Amendment, duly executed and delivered by the Borrower, Administrative Agent and each Lender. 

4.           REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Administrative Agent and each Lender that: 
 4.1.     Representations and Warranties
in Credit Agreement. The representations and warranties contained in Section 8 of the Credit Agreement are true and correct in all material respects on and as of the date hereof, with the same force and effect as if
made on and as of the date hereof (except for any representations and warranties that expressly refer to another date, which shall be true and correct in all material respects as of such date); 

4.2.     No Event of Default. No Event of Default or Potential Default has occurred and is
continuing on the date hereof; 
 4.3.     Capital Commitments and Contributions. As of the date
of this Amendment, the aggregate amount of the Unfunded Commitments of all Investors is $385,084,337, the aggregate amount of the Eligible Included Unfunded Commitments of all Included Investors is $242,563,141 and the aggregate amount of the
Eligible Designated Unfunded Commitments of all Designated Investors is $48,680,861; 
 4.4.     Due
Authorization. The Borrower is duly authorized to execute, deliver and perform this Amendment, and the Credit Agreement, as amended by this Amendment, and each other Loan Document is the legal and binding obligation of the Borrower, enforceable
against the Borrower in accordance with the terms of such Loan Documents, subject to Debtor Relief Laws and equitable principles; and 

4.5.     No Amendments. There have been no amendments to the Constituent Documents of the Borrower
since the latest delivery or notice thereof by the Borrower to Administrative Agent. 

5.           TERMINATION OF EXISTING LENDER COMMITMENT. Upon payment in full of any
outstanding Obligations due and payable to China Merchants Bank Co. Ltd., New York Branch (the “Exiting Lender”), the Commitment of the Exiting Lender shall be terminated, and the rights of the Exiting Lender under the Credit
Agreement and other Loan Documents shall be terminated (except for those rights that expressly survive termination), and the Exiting Lender shall be released from its obligations under the Credit Agreement and any other Loan Document (except for
those obligations that expressly survive termination thereof). Administrative Agent hereby acknowledges that the Exiting Lender has received payment in full of the Obligations (other than any contingent indemnification obligations for which no claim
has been made) owing to the Exiting Lender under the Loan Documents. 
 6.          
MISCELLANEOUS. 
 6.1.     No Other Amendments. Except as expressly amended herein, the
terms of the Credit Agreement shall remain in full force and effect. 
 6.2.     Limitation on
Agreements. The amendments set forth herein are limited precisely as written and shall not be deemed: (a) to be a consent under or waiver of any other term or condition in the Credit Agreement or any of the other Loan Documents; or
(b) to prejudice any right or rights which Administrative Agent and Lenders now have or may have in the future under, or in connection with the Credit Agreement, as amended hereby, the Notes, the Loan


  
 2 












 
Documents or any of the other documents referred to herein or therein. From and after the date of this Amendment, all references in the Loan Documents to the Credit Agreement shall be deemed to
be references to the Credit Agreement after giving effect to this Amendment, and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. 

6.3.     Borrower Ratification. The Borrower hereby ratifies, confirms and agrees that, following
the effectiveness of this Amendment, the Credit Agreement, as amended, and the other Loan Documents shall remain in full force and effect. 

6.4.     Counterparts. This Amendment may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page to this Amendment by electronic mail shall be effective as delivery of a manually executed
counterpart of this Amendment. 
 6.5.     Electronic Signatures. This Amendment may be executed
using electronic signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a manually executed signature, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this
paragraph may include, without limitation, use or acceptance by the parties hereto of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication
converted into another format, for transmission, delivery and/or retention. 
 6.6.     GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THAT MIGHT OTHERWISE APPLY, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA. 
 REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK. 
 SIGNATURE PAGES FOLLOW. 

  
 3 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written. 
  

			
	BORROWER:
	
	TCW DIRECT LENDING VII LLC
		
	By:    	 	/s/ James G. Krause
		 	Name:     James G. Krause
		 	Title:      Chief Financial Officer, Treasurer and
		 	 Secretary



 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	ADMINISTRATIVE AGENT:
	
	NATIXIS, NEW YORK BRANCH, as Administrative Agent
		
	By:    	 	/s/ Andrew Travers
		 	Name:       Andrew Travers
		 	Title:         Associate
		
	By:	 	/s/ Urs Fischer
		 	Name:       Urs Fischer
		 	Title:         Executive Director


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	LENDERS:
	
	 NATIXIS, NEW YORK BRANCH, as Swingline Lender, Letter of Credit Issuer and Funding Agent for the
Versailles Lender Group

		
	By:	 	 /s/ Nick Mitra

		 	Name:   Nick Mitra
		 	Title:     Managing Director
		
	By:	 	 /s/ Terrence Gregersen

		 	Name:   Terrence Gregersen
		 	Title:     Executive Director


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	LENDERS (continued):
	
	 VERSAILLES ASSETS LLC, as a Committed Lender and Conduit Lender for the Versailles Lender Group solely
with respect to Loans funded in currencies other than Euro and Sterling

		
	By:	 	Global Securitization Services, LLC, its Manager
		
	By:	 	 /s/ Bernard J Angelo

		 	Name:         Bernard J Angelo
		 	Title:           Vice President
		
	By:	 	 /s/ Damian A Perez

		 	Name:   Damian A Perez
		 	Title:     Vice President


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	LENDERS (continued):
	
	 VERSAILLES STERLING FUNDING LTD., as a Committed Lender and Conduit Lender for the Versailles Lender
Group solely with respect to Loans funded in Sterling

		
	By:	 	 /s/ Nadish Seebaluck

		 	Name:   Nadish Seebaluck
		 	Title:     Director
		
	By:	 	 /s/ Luana Guilfoyle

		 	Name:   Luana Guilfoyle
		 	Title:     Director


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	 LENDERS (continued):

	
	 VERSAILLES EURO FUNDING LTD., as a Committed Lender and Conduit Lender for the Versailles Lender Group
solely with respect to Loans funded in Euros

		
	 By:  
	 	 /s/ Nadish Seebaluck

		 	 Name: Nadish Seebaluck

		 	 Title: Director



  

			
		
	 By:  
	 	 /s/ Luana Guilfoyle

		 	 Name: Luana Guilfoyle

		 	 Title: Director



 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	 LENDERS (continued):

	
	 PNC BANK, NATIONAL ASSOCIATION, as Funding Agent and Committed Lender for the PNC Lender
Group

		
	 By:  
	 	 /s/ Lawrence Beller

		 	 Name: Lawrence Beller

		 	 Title: Senior Vice President



 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	 LENDERS (continued):

	
	 CITY NATIONAL BANK, as Funding Agent and Committed Lender for the CNB Lender Group

		
	 By:  
	 	 /s/ Andrew Miller

		 	 Name: Andrew Miller

		 	 Title: Vice President



 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	 LENDERS (continued):

	
	 BANCO SANTANDER S.A., NEW YORK BRANCH, as Funding Agent and Committed Lender for the Santander
Lender Group

		
	By:  	 	/s/ Gerard Barrett
		 	Name: Gerard Barrett
		 	Title:   Executive Director
		
	By:	 	/s/ Daniel S Kostman
		 	Name: Daniel S Kostman
		 	Title:   ED


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement 











 
			
	 LENDERS (continued):

	
	 ING CAPITAL LLC, as Funding Agent and Committed Lender for the ING Lender Group

		
	By:	 	/s/ Patrick Frisch
		 	Name: Patrick Frisch
		 	Title: Managing Director
		
	By:	 	/s/ Grace Fu
		 	Name: Grace Fu
		 	Title: Director


 Signature Page to 

Fifth Amendment to Revolving Credit Agreement