Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2009, William E. Alvarez, Jr., Executive Vice President, Chief Financial Officer and Secretary, entered into an amendment (the "Amendment") to the employment agreement with Patriot Capital Funding, Inc. (the "Company"), dated August 7, 2007. The Amendment is attached hereto as exhibit 10.1 and is incorporated herein by reference.

The Amendment modifies the definition of "Average Annual Bonus" set forth in
Section 8 of the employment agreement for purposes of calculating the lump sum payment Mr. Alvarez would receive if his employment is terminated for any reason except for "cause" (as defined in the employment agreement). The Amendment defines "Average Annual Bonus" to include his average bonus for the term of the employment agreement plus the aggregate grant date fair value of restricted stock awarded during the term of the employment agreement. Prior to the Amendment, "Average Annual Bonus" was defined to include his average bonus for the last two years prior to his termination of employment.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits

10.1 First Amendment to Employment Agreement between William E. Alvarez, Jr. and Patriot Capital Funding, Inc., dated July 23, 2009.

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