FIRST AMENDMENT

EXHIBIT 10.8

FIRST AMENDMENT

          THIS FIRST AMENDMENT (this “Amendment”) dated as of December 31, 2007 is entered into among PROSPECT CAPITAL FUNDING LLC, a Delaware limited liability company, as borrower (the “Borrower”), PROSPECT CAPITAL CORPORATION, a Maryland corporation, as servicer (in such capacity, the “Servicer”); each financial institutions party to the Loan and Servicing Agreement referred to below as a “Lender” (collectively, the “Lenders”), and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

          Reference is made to that certain Loan and Servicing Agreement, dated as of June 6, 2007 (as the same has been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Loan and Servicing Agreement”), among the Borrower, the Servicer, the Lenders and the Administrative Agent. Unless otherwise defined herein, terms used herein shall have the meanings assigned in the Loan and Servicing Agreement.

          The Borrower, the Servicer, the Lenders and the Administrative Agent have agreed to amend the Loan and Servicing Agreement on the terms and conditions set forth herein.

          NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Amendments to Loan and Servicing Agreement. Effective the date hereof, subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Loan and Servicing Agreement is hereby amended as follows:

          (a) The definition of “Eligible Loan” set forth in Section 1.1 of the Loan and Servicing Agreement is amended by deleting clause (ix) of such definition and substituting, in lieu thereof, the following:

          (ix) the Loan, together with the related Loan Documents, (A) is fully assignable (and if such Loan is secured by an interest in real property, an Assignment of Mortgage executed in blank has been delivered to the Collateral Custodian); provided that (x) Related Property securing such Loan may be subject to rights of consent of third parties to the assignment thereof so long as, in the judgment of the Administrative Agent, such Related Property and such rights are not material to the credit quality of such Loan and the Borrower is using reasonable commercial efforts to obtain such consents and (y) in the case of a Qualified Agented Loan, the assignment of such Loan may be subject to rights of consent of the agent with respect to such Qualified Agented Loan and the related Obligor, so long as such consents may not, by the terms of the applicable Loan Documents, be unreasonably withheld or delayed and the related Obligor shall not have such a right of consent if an event of default or similar event (however denominated) shall have occurred with respect to such Loan, and (B) the Originator shall have delivered to the Borrower and the Administrative Agent an opinion of counsel as to certain matters relating to the transferability of such Loan, which opinion shall (x) be delivered by counsel which represented the Originator in connection with the closing of such Loan or by other counsel acceptable to the Administrative Agent and (y) contain the opinions set forth in Exhibit L hereto and such other opinions and qualification as shall be reasonably acceptable to the Administrative Agent;