Deerfield Capital Sample Contracts

Master Purchase Agreement (February 8th, 2012)
DEERFIELD CAPITAL CORP. SECOND AMENDED AND RESTATED BYLAWS Effective as of April 13, 2011 ARTICLE I OFFICES (April 14th, 2011)
CERTIFICATE OF OWNERSHIP AND MERGER MERGING CIFC DEERFIELD CORP. INTO DEERFIELD CAPITAL CORP. (Pursuant to Section 253 of the General Corporation Law of the State of Delaware) (April 14th, 2011)

Deerfield Capital Corp., a Delaware corporation (the Corporation), does hereby certify to the following facts relating to the merger (the Merger) of CIFC Deerfield Corp., a Delaware corporation (the Subsidiary), with and into the Corporation:

Deerfield Capital Corp. 6250 North River Road Rosemont, IL 60018 (March 31st, 2011)
Deerfield Capital Corp. (December 22nd, 2010)
Deerfield Capital Corp. (December 22nd, 2010)
JUNIOR SUBORDINATED INDENTURE Between DEERFIELD CAPITAL CORP. And THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (October 21st, 2010)

JUNIOR SUBORDINATED INDENTURE, dated as of October 20, 2010, between DEERFIELD CAPITAL CORP., a Maryland corporation (the Company), and THE BANK OF NEW YORK MELLON TRUST COMPANY, National Association, a national banking association, as Trustee (in such capacity, the Trustee).

DEERFIELD CAPITAL CORP. AMENDED AND RESTATED BYLAWS Effective as of June 9, 2010 (June 15th, 2010)
Deerfield Capital Corp. (June 15th, 2010)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A QIB), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIE S ACT) (AN IAI), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144 (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE

Stockholders Agreement Between Deerfield Capital Corp. And Bounty Investments, Llc Dated as of [ ], 2010 (March 23rd, 2010)

STOCKHOLDERS AGREEMENT, dated as of [ ], 2010 (this Agreement), by and between Deerfield Capital Corp., a Maryland corporation (the Company), and Columbus Nova Partners, LLC, a Delaware limited liability company (the Investor).

JUNIOR SUBORDINATED INDENTURE Between DEERFIELD CAPITAL CORP. And THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of March 4, 2010 (March 10th, 2010)
OWNERS CONSTRUCTION ESCROW TRUST AND DISBURSING AGREEMENT (No Title Insurance) (December 3rd, 2009)

Owner and Tenant have requested CT&T to act as Escrow Trustee and to provide a disbursing service for the payment of Project construction costs, and other related costs.

C/O Deerfield Capital Management LLC 6250 North River Road, 9th Floor (May 11th, 2009)

This letter agreement is binding upon you and the Company and its successors and assigns. Except as specifically amended herein, all provisions of the 2004 Employment Agreement remain in effect.

DEERFIELD CAPITAL MANAGEMENT LLC 6250 North River Road, 9th Floor Rosemont, Illinois 60018 (April 15th, 2009)
Deerfield Capital Corp. Deerfield Capital Management LLC (April 15th, 2009)

This letter agreement (this Letter Agreement) between Pegasus Deerfield (AIV), LLC (Investor), Deerfield Capital Corp. (DFR) and Deerfield Capital Management LLC (DCM and, together with Investor and DFR, the Parties) records the understanding among the Parties regarding the Board of Managers of DCM (the DCM Board), the Board of Directors of DFR (the DFR Board), that certain Rights Agreement dated as of March 11, 2009 between DFR and the rights agent listed therein (the Rights Agreement), the restrictions on transfer and ownership contained in DFRs charter (the Charter) and the proposed amendment to the Charter referenced below. This Letter Agreement is being entered into in connection with and in consideration of certain other transactions being entered into simultaneously by the Parties and their respective Affiliates, including the acquisition by Investor of a limited partner interest in Deerfield Pegasus Loan Capital LP, a Delaware limited partnership (Fund I). Capitalized terms

Deerfield Pegasus Loan Capital LP DPLC General Partner LLC Deerfield Capital Corp. Deerfield Capital Management LLC (April 15th, 2009)

This letter agreement (this Agreement) records our understanding regarding certain matters relating to the acquisition by Pegasus Deerfield (AIV), LLC or an Affiliate thereof (collectively, the Investor) of an interest in any Deerfield Pegasus Fund GP or any Deerfield Pegasus Fund, the consideration of which is the Investors acquisition of a limited partner interest in Deerfield Pegasus Loan Capital LP, a Delaware limited partnership (Fund I), pursuant to (a) the Amended and Restated Limited Partnership Agreement of Fund I, dated April 9, 2009 (as amended from time to time, the Fund I LPA), among DPLC General Partner LLC as general partner of Fund I (DLC GP), Investor and the other limited partners of Fund I and (b) the Subscription Agreement executed by Investor, dated April 9, 2009. In consideration of the foregoing, the parties hereto hereby agree as follows:

Deerfield Pegasus Loan Capital LP DPLC General Partner LLC Deerfield Capital Corp. Deerfield Capital Management LLC (April 15th, 2009)

This letter agreement (this Agreement) records our understanding regarding certain matters relating to the Transactions (as defined below), including the acquisition by Pegasus Deerfield (AIV), LLC (Investor) of a limited partner interest in Deerfield Pegasus Loan Capital LP, a Delaware limited partnership (Fund I), pursuant to (a) the Amended and Restated Limited Partnership Agreement of Fund I, dated April 9, 2009 (as amended from time to time, the Fund I LPA), among DPLC General Partner LLC as general partner of Fund I (DLC GP), Investor and the other limited partners of Fund I and (b) the Subscription Agreement executed by Investor, dated April 9, 2009 (the Subscription Agreement).

March 5, 2009 Interim Chairman of the Board of Directors Deerfield Capital Corp. (March 16th, 2009)
Deerfield Capital Corp. Articles Supplementary (March 11th, 2009)

Deerfield Capital Corp., a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

RIGHTS AGREEMENT Dated as of March 11, 2009 Between Deerfield Capital Corp. And American Stock Transfer & Trust Company LLC Rights Agent (March 11th, 2009)

RIGHTS AGREEMENT, dated as of March 11, 2009 (this Agreement), between Deerfield Capital Corp., a Maryland corporation (the Company), and American Stock Transfer & Trust Company LLC, a New York limited liability company (the Rights Agent).

Deerfield Capital Corp. Adopts Stockholder Rights Plan Designed to Preserve Tax Benefit of Net Capital Losses and Net Operating Losses (March 11th, 2009)

CHICAGO March 11, 2009 DEERFIELD CAPITAL CORP. (NYSE ALTERNEXT: DFR) announced today that its Board of Directors has adopted a Stockholder Rights Plan designed to preserve stockholder value and the value of certain tax assets associated with previously accumulated net capital losses (NCLs) and net operating losses (NOLs). The Stockholder Rights Plan is designed to dissuade investors from aggregating ownership in Deerfield Capital Corp. (the Company) and triggering an ownership change for purposes of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. In the event the Companys stockholders adopt and approve an amendment to the Companys charter providing for restrictions on certain acquisitions and dispositions of the Companys securities in order to preserve the benefit of the Companys NCLs, NOLs or other tax attributes, the Stockholder Rights Plan will automatically expire in accordance with its terms.

DEERFIELD CAPITAL CORP. TO TRUSTEE INDENTURE Dated as of , 200___ Senior Debt Securities (April 22nd, 2008)

INDENTURE, dated as of , 200___, between DEERFIELD CAPITAL CORP., a Maryland corporation (hereinafter called the Company), having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018 and , a banking , as Trustee hereunder (hereinafter called the Trustee), having its Corporate Trust Office at .

DEERFIELD CAPITAL CORP. INDENTURE Dated as of , ___ Subordinated Debt Securities (April 22nd, 2008)

INDENTURE, dated as of , , between DEERFIELD CAPITAL CORP., a Maryland corporation (hereinafter called the Company), having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and , a banking , as Trustee hereunder hereinafter called the Trustee), having its Corporate Trust Office at .

Deerfield Capital Corp. [Designation of Subordinated Security] (March 31st, 2008)

This Subordinated Security is one of a duly authorized issue of securities of the Corporation (herein called the Subordinated Securities), issued and to be issued in one or more series under an Indenture, dated as of , 200 ___ (herein called the Indenture), between the Corporation and (herein called the Trustee, which term includes any successor trustee under the Indenture with respect to the Subordinated Securities), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Subordinated Securities and of the terms upon which the

DEERFIELD CAPITAL CORP. INDENTURE Dated as of , ___ Subordinated Debt Securities (March 31st, 2008)

INDENTURE, dated as of , , between DEERFIELD CAPITAL CORP., a Maryland corporation (hereinafter called the Company), having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and , a banking , as Trustee hereunder hereinafter called the Trustee), having its Corporate Trust Office at .

Deerfield Capital Corp. [Designation of Senior Security] (March 31st, 2008)

This Senior Security is one of a duly authorized issue of securities of the Corporation (herein called the Senior Securities), issued and to be issued in one or more series under an Indenture, dated as of , 200 ___ (herein called the Indenture), between the Corporation and (herein called the Trustee, which term includes any successor trustee under the Indenture with respect to the Senior Securities), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Senior Securities and of the terms upon which

DEERFIELD CAPITAL CORP. TO TRUSTEE INDENTURE Dated as of , 200___ Senior Debt Securities (March 31st, 2008)

INDENTURE, dated as of , 200___, between DEERFIELD CAPITAL CORP., a Maryland corporation (hereinafter called the Company), having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018 and , a banking , as Trustee hereunder (hereinafter called the Trustee), having its Corporate Trust Office at .

Geotec – LOAN AGREEMENT Between CONSOLIDATED RESOURCES GROUP, INC. (A Florida Corporation) 5858 West Atlantic Avenue Delray Beach, Florida 33484 Hereinafter Referred to as Borrower and DEERFIELD CAPITAL CONSULTANTS, INC., (A Florida Corporation) (February 28th, 2005)

WHEREAS the Lender is engaged in the business of buying, selling, leasing financial instruments and in general providing, procuring, syndicating financing by way of loan, equity or any such other mode, for projects against collateral of instruments;