Execution Copy of Third Amendment to Loan Funding and Servicing Agreement



 Exhibit 10.15 
 EXECUTION COPY 
 THIRD AMENDMENT TO LOAN FUNDING AND SERVICING AGREEMENT 
 (Kohlberg Capital Funding LLC I) 
 THIS THIRD AMENDMENT TO LOAN FUNDING AND SERVICING AGREEMENT, dated as of November 21, 2007 (this “Amendment”), is entered into by and among KOHLBERG CAPITAL FUNDING LLC I, as the borrower (in such capacity, the
“Borrower”), KOHLBERG CAPITAL CORPORATION, as the servicer (in such capacity, the “Servicer”), each of the conduit lenders and institutional lenders from time to time a party hereto (each, a
“Lender” and collectively, the “Lenders”), each of the lender agents from time to time a party hereto (each, a “Lender Agent” and collectively, the “Lender Agents”), BMO CAPITAL
MARKETS CORP., as the agent (in such capacity, the “Agent”), U.S. BANK NATIONAL ASSOCIATION, as the trustee (in such capacity, the “Trustee”) and LYON FINANCIAL SERVICES, INC. (d/b/a U.S. Bank Portfolio Services),
as the backup servicer (in such capacity, the “Backup Servicer”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement (as defined below). 
 R E C I T A L S 
 WHEREAS, the
parties hereto entered into that certain Loan Funding and Servicing Agreement, dated as of February 14, 2007 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Agreement”); 
 WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein; 
 NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
 SECTION 1. AMENDMENTS AND AGREEMENTS. 
 (a) Section 9.1(m) of the Agreement is hereby amended by
deleting the word “less” and replacing it with the word “greater”. 
 (b) The parties hereto agree that as of the date
hereof the above-referenced amendment to Section 9.1(m) shall be deemed to be in effect for all purposes under the Agreement as of February 14, 2007. 
 SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. 
 Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all references to the Agreement, the “Loan Funding and Servicing Agreement,” “hereof,”
“herein,” or words of similar effect referring to the Agreement shall be deemed to mean the Agreement as amended hereby. This 








 
Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. This Amendment shall not be deemed to expressly or
impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein. 
 SECTION 3.
REPRESENTATIONS. 
 Each of the Borrower and Servicer represent and warrant as of the date of this Amendment as follows:

 (i) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of
incorporation or organization; 
 (ii) the execution, delivery and performance by it of this Amendment are within its powers,
have been duly authorized, and do not contravene (A) its charter, by- laws, or other organizational documents, or (B) any Applicable Law; 
 (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or
enforceability of this Amendment by or against it; 
 (iv) this Amendment has been duly executed and delivered by it;

 (v) this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; 
 (vi) it is not in default under the Agreement; and 
 (vii) there is no Termination Event, Unmatured Termination Event, Servicer Termination Event or Unmatured Servicer Termination Event.

 SECTION 4. CONDITIONS TO EFFECTIVENESS. 
 The effectiveness of this Amendment is conditioned upon (i) payment of the outstanding fees and disbursements of Dechert LLP, as counsel to the Agent, and (ii) delivery of executed signature pages by all
parties hereto to the Agent. 
 SECTION 5. MISCELLANEOUS. 
 (a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. 
  

 - 2 - 








 (b) The descriptive headings of the various sections of this Amendment are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 (c) This Amendment may not
be amended or otherwise modified except as provided in the Agreement. 
 (d) The failure or unenforceability of any provision hereof shall
not affect the other provisions of this Amendment. 
 (e) Whenever the context and construction so require, all words used in the singular
number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine. 
 (f) This Amendment represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements between the parties. There are no unwritten oral agreements between the parties. 
 (g) THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 - 3 - 








 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

					
	THE BORROWER:	 	KOHLBERG CAPITAL FUNDING LLC I
			
		 	By:	 	 /s/ Michael I. Wirth

		 	Name:	 	Michael I. Wirth
		 	Title:	 	Chief Financial Officer
		
		 	Kohlberg Capital Funding LLC I
		 	c/o Kohlberg Capital Corporation
		 	295 Madison Avenue, 6th Floor
		 	New York, New York 10017
		 	Attention: Dayl W. Pearson
		 	Facsimile: (212) 983-7654
		 	Telephone: (212) 455-8366
		
	THE SERVICER:	 	KOHLBERG CAPITAL CORPORATION
			
		 	By:	 	 /s/ Michael I. Wirth

		 	Name:	 	Michael I. Wirth
		 	Title:	 	Chief Financial Officer
		
		 	Kohlberg Capital Corporation
		 	295 Madison Avenue, 6 Floor
		 	New York, New York 10017
		 	Attention: Dayl W. Pearson
		 	Facsimile: (212) 983-7654
		 	Telephone: (212) 455-8366

 [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] 
  

 Third Amendment to LFSA 









					
	LENDER:	 	RIVERSIDE FUNDING LLC
			
		 	By:	 	 /s/ Jill A. Gordon

		 	Name:	 	Jill A. Gordon
		 	Title:	 	Vice President
		
	ACKNOWLEDGED:	 	DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender Agent for Riverside Funding LLC
			
		 	By:	 	 /s/ Daniel Pietrzak

		 	Name:	 	Daniel Pietrzak
		 	Title:	 	Director
			
		 	By:	 	 /s/ Peter Chuang

		 	Name:	 	Peter Chuang
		 	Title:	 	Vice President
		
		 	Riverside Funding LLC
		 	c/o Global Securitization Services, LLC
		 	445 Broad Hollow Road, Suite 239
		 	Melville, NY 11747
		 	Attention: Andrew Stidd
		 	Facsimile No. (212) 302-8767
		 	Telephone No. (631) 930-7203
		
		 	with a copy to:
		
		 	Deutsche Bank Securities Inc.
		 	60 Wall Street, 19th Floor
		 	New York, New York 10005
		 	Attention: Securitized Products Group
		 	Facsimile: (212) 797-5150
		 	Telephone: (212) 250-0357

 [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] 
  

 Third Amendment to LFSA 









					
	LENDER:	 	FAIRWAY FINANCE COMPANY, LLC
			
		 	By:	 	 /s/ Philip A. Martone

		 	Name:	 	Philip A. Martone
		 	Title:	 	Vice President
		
		 	Fairway Finance Company, LLC
		 	c/o Lord Securities Corporation
		 	48 Wall Street, 27th Floor
		 	New York, New York 10005
		 	Facsimile No. (212) 346-9012
		 	Telephone No. (212) 346-9000
		
		 	with a copy to:
		
		 	c/o BMO Capital Markets Corp.
		 	115 South LaSalle Street
		 	13th Floor West
		 	Chicago, Illinois 60603
		 	Attention: Conduit Management Team
		 	Facsimile: (312) 461-3189
		 	Telephone: (312) 461-5640

 [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] 
  

 Third Amendment to LFSA 









					
	THE AGENT:	 	BMO CAPITAL MARKETS CORP.
			
		 	By:	 	 /s/ Keith Niebrugge

		 	Name:	 	Keith Niebrugge
		 	Title:	 	Managing Director
		
		 	BMO Capital Markets Corp.
		 	115 South LaSalle Street
		 	13th Floor West
		 	Chicago, Illinois 60603
		 	Attention: Conduit Management Team
		 	Facsimile: (312) 461-3189
		 	Telephone: (312) 461-5640

 [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] 
  

 Third Amendment to LFSA 









					
	THE TRUSTEE:	 	U.S. BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Scott T. Holmes

		 	Name:	 	Scott T. Holmes
		 	Title:	 	Assistant Vice President
		
		 	U.S. Bank, National Association
		 	Corporate Trust Services – CDO Unit
		 	One Federal Street, Third Floor
		 	Boston, Massachusetts
		 	Reference: Kohlberg Capital Funding LLC I
		 	Attention: Scott Holmes
		 	Facsimile: (617) 603-6741
		
	THE BACKUP SERVICER	 	 LYON FINANCIAL SERVICES, INC., 
 d/b/a
U.S. Bank Portfolio Services

			
		 	By:	 	 /s/ John Decker

		 	Name:	 	John Decker
		 	Title:	 	Senior Vice President
		
		 	Lyon Financial Services, Inc.
		 	d/b/a U.S. Bank Portfolio Services
		 	1310 Madrid, Suite 103
		 	Marshall, Minnesota 56258
		 	Attention: Joe Andries
		 	Reference: Kohlberg Capital Funding LLC I

  

 Third Amendment to LFSA