THE PARTIES IDENTIFIED AS THE STOCKHOLDERS ON THE SIGNATURE PAGES HERETO AND THE OTHER PERSONS WHO MAY BECOME PARTIES TO THIS AGREEMENT FROM TIME TO TIME, as Stockholders andRegistration Rights Agreement • April 24th, 2007 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
RIGHTS AGREEMENT dated as of March 11, 2009 between Deerfield Capital Corp. and American Stock Transfer & Trust Company LLC Rights AgentRights Agreement • March 11th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • Maryland
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”).
BY AND AMONGAgreement and Plan of Merger • April 24th, 2007 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
AMENDED AND RESTATED TRUST AGREEMENT among DEERFIELD TRIARC CAPITAL LLC, as Depositor THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION as Property Trustee THE BANK OF NEW YORK (DELAWARE) as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES...Trust Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 27, 2006, among (i) Deerfield Triarc Capital LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) The Bank of New York Trust Company, National Association, a limited purpose national banking association with trust powers, as property trustee (in such capacity, the “Property Trustee”), (iii) The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) and (iv) Frederick L. White, an individual, and Robert C. Grien, an individual, each of whose address is c/o Deerfield Triarc Capital Corp., 6250 N. River Road, 9th Floor, Rosemont, IL 60018, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”).
JUNIOR SUBORDINATED INDENTURE between DEERFIELD TRIARC CAPITAL LLC and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeDeerfield Triarc Capital Corp • November 1st, 2006 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of October 27, 2006, between DEERFIELD TRIARC CAPITAL LLC, a Delaware limited liability company (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, National Association, a limited purpose national banking association with trust powers, as Trustee (in such capacity, the “Trustee”).
JUNIOR SUBORDINATED INDENTURE between DEERFIELD CAPITAL CORP. and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as TrusteeIndenture • October 21st, 2010 • Deerfield Capital Corp. • Finance services • New York
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”).
PARENT GUARANTEE AGREEMENT between DEERFIELD TRIARC CAPITAL CORP. as Parent Guarantor, and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of October 27, 2006 DEERFIELD TRIARC CAPITAL LLCParent Guarantee Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
This PARENT GUARANTEE AGREEMENT, dated as of October 27, 2006, executed and delivered by Deerfield Triarc Capital Corp. (the “Parent Guarantor”) having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, a limited purpose national banking association with trust powers, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of Deerfield Triarc Capital LLC, a Delaware limited liability company (the “Company”).
MANAGEMENT AGREEMENTManagement Agreement • April 1st, 2005 • Deerfield Triarc Capital Corp • New York
THIS MANAGEMENT AGREEMENT is made and entered into as of December 23, 2004 by and among DEERFIELD TRIARC CAPITAL CORP., a Maryland corporation (the “Company”), and DEERFIELD CAPITAL MANAGEMENT LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 9, 2009, by and among Deerfield Capital Corp., a Maryland corporation (the “Company “), and Pegasus Deerfield (AIV), LLC (the “Investor “).
CIFC CORP. STOCK OPTION AWARD CERTIFICATEStock Option Award Certificate • June 17th, 2014 • CIFC Corp. • Finance services • New York
This Stock Option Award Certificate (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG CIFC CORP. DFR HOLDINGS, LLC CIFC PARENT HOLDINGS LLC AND GE CAPITAL EQUITY INVESTMENTS, INC. Dated as of September 24, 2012Registration Rights Agreement • September 25th, 2012 • CIFC Corp. • Finance services • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2012, by and among CIFC Corp., a Delaware corporation (the “Company”), DFR Holdings, LLC , a Delaware limited liability company (together with its successors and assigns, “DFR Holdings”), CIFC Parent Holdings LLC, a Delaware limited liability company (together with its successors and assigns, “CIFC Parent”), and GE Capital Equity Investments, Inc., a Delaware corporation (together with its successors and assigns, “GECEII” and, collectively with DFR Holdings and CIFC Parent, the “Investors”).
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG CIFC CORP., DFR HOLDINGS, LLC AND CIFC PARENT HOLDINGS LLC Dated as of September 24, 2012Stockholders Agreement • September 25th, 2012 • CIFC Corp. • Finance services • New York
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of September 24, 2012 (this “Agreement”), is by and among CIFC Corp., a Delaware corporation (formerly Deerfield Capital Corp.) (the “Company”), DFR Holdings, LLC, a Delaware limited liability company (“DFR Holdings”), and CIFC Parent Holdings LLC, a Delaware limited liability company (“CIFC Parent,” and together with DFR Holdings, the “Investors” and, the Investors together with the Company, the “Parties”).
CIFC CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 17th, 2014 • CIFC Corp. • Finance services • New York
This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 5th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 31, 2009 (this “Supplemental Indenture”) is entered into by and between Deerfield Capital LLC, a Delaware limited liability company (formerly Deerfield Triarc Capital LLC) (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 12th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • Texas
THIS SUPPLEMENTAL INDENTURE, dated as of May 6, 2008 (this “Supplemental Indenture”) is entered into by and between Deerfield Capital LLC, a Delaware limited liability company (formerly Deerfield Triarc Capital LLC) (the “Company”), and The Bank of New York Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 2nd, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 26, 2008 (this “Supplemental Indenture”) is entered into by and between Deerfield Capital LLC, a Delaware limited liability company (formerly Deerfield Triarc Capital LLC) (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association (as successor to JPMorgan Chase Bank, National Association), as trustee (the “Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • December 22nd, 2010 • Deerfield Capital Corp. • Finance services • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2011, is by and between Deerfield Capital Corp., a Maryland corporation (the “Company”), and Bounty Investments, LLC, a Delaware limited liability company (“Bounty”) (each referred to herein as a “Party” to this Agreement, collectively referred to as the “Parties” to this Agreement, and in the applicable context the Company as “Supplier” and Bounty as “Receiver”).
PURCHASE AGREEMENT among DEERFIELD TRIARC CAPITAL CORP. DEERFIELD TRIARC CAPITAL LLC DEERFIELD TRIARC CAPITAL TRUST III and BEAR, STEARNS & CO. INC.Purchase Agreement • November 1st, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
In rendering such opinions, such counsel may (A) state that its opinion is limited to the laws of the State of Delaware, (B) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials and (C) take customary assumptions and exceptions as to enforceability and other matters.
LEASE BETWEEN and CIFC CORP., as Tenant PREMISES: The entire rentable portion of the fourth (4th) floor at 250 Park Avenue New York, New YorkLease • September 16th, 2011 • CIFC Corp. • Finance services • New York
This draft lease, any other draft lease, and/or any correspondence, writings, communications or other documents delivered or exchanged between Landlord and Tenant shall in no event be deemed to be an offer or an agreement to lease or to enter into a lease on the terms set forth herein or otherwise and no lease, or agreement to lease, shall be binding on either Landlord or Tenant until executed and delivered by both parties.
Re: Transition Employment AgreementDeerfield Capital Corp. • January 8th, 2009 • Real estate investment trusts
This letter (our “Agreement”) will confirm our understanding with respect to your termination as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in force. You acknowledge that this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission of fault or liability on the part of you or the Company. Subject to your continuing to comply with the terms of this Agreement, you and the Company agree as follows:
JUNIOR SUBORDINATED INDENTURE between DEERFIELD TRIARC CAPITAL LLC and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeDeerfield Triarc Capital Corp • August 7th, 2006 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of August 2, 2006, between DEERFIELD TRIARC CAPITAL LLC, a Delaware limited liability company (the “Company”), and JPMORGAN CHASE BANK, National Association,a national banking association, as Trustee (in such capacity, the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • Illinois
This Employment Agreement (“Agreement”) dated as of May 9, 2008 (the “Effective Date”), is entered into by and between Deerfield Capital Management LLC (“DCM”), a Delaware limited liability company and wholly owned subsidiary of Deerfield & Company LLC (“D&C”), an Illinois limited liability company, and Frank Straub (“Employee”).
PURCHASE AGREEMENT among DEERFIELD TRIARC CAPITAL CORP. DEERFIELD TRIARC CAPITAL LLC DEERFIELD TRIARC CAPITAL TRUST I and TABERNA PREFERRED FUNDING III, LTD. Dated as of September 29, 2005Purchase Agreement • October 4th, 2005 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
THIS PURCHASE AGREEMENT, dated as of September 29, 2005 (this “Purchase Agreement”), is entered into among Deerfield Triarc Capital Corp., a Maryland corporation (the “Guarantor”), Deerfield Triarc Capital LLC, a Delaware limited liability company (the “Company”), and Deerfield Triarc Capital Trust I, a Delaware statutory trust (the “Trust”, and together with the Guarantor and the Company, the “Sellers”), and Taberna Preferred Funding III, Ltd. or its assignee (the “Purchaser”).
CIFC CORP. AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT2011 Stock Option and Incentive Plan • January 5th, 2016 • CIFC Corp. • Finance services • New York
This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Oliver Wriedt (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company granted the Participant 300,000 time-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2005 • Deerfield Triarc Capital Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2004, among Deerfield Triarc Capital Corp., a Maryland corporation (the “Company”), Credit Suisse First Boston LLC (“CSFB”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and Bear, Stearns & Co. Inc. (“Bear Stearns” and, together with CSFB, Deutsche Bank and the other initial purchasers/placement agents named in the Purchase/Placement Agreement (as defined below), collectively, the “Initial Purchasers”) for whom CSFB, Deutsche Bank and Bear Stearns are acting as representatives (in such capacity, the “Representatives”) for the benefit of the Initial Purchasers and the Holders (as defined below).
CIFC INVESTMENT MANAGEMENT LLC NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENTNon-Solicitation and Severance Agreement • April 30th, 2015 • CIFC Corp. • Finance services • New York
This NON-DISCLOSURE, NON-COMPETITION, NON-HIRING, NON-SOLICITATION AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2011 between CIFC Investment Management LLC, (together with its Affiliates, as defined below, the “Company”) and Robert C. Milton III (the “Employee”):
REGISTRATION RIGHTS AGREEMENT among DEERFIELD TRIARC CAPITAL CORP., and THE PARTIES IDENTIFIED AS THE STOCKHOLDERS ON THE SIGNATURE PAGES HERETO AND THE OTHER PERSONS WHO MAY BECOME PARTIES TO THIS AGREEMENT FROM TIME TO TIME, as StockholdersRegistration Rights Agreement • January 15th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT dated as of December 21, 2007 (this “Agreement”), between Deerfield Triarc Capital Corp., a Maryland corporation (the “Company”) and the parties identified as the stockholders on the signature pages hereto and the Persons who may become parties to this Agreement from time to time in accordance with the terms of this Agreement (each, a “Stockholder” and collectively, the “Stockholders”).
CIFC CORP. AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 5th, 2016 • CIFC Corp. • Finance services • New York
This Amended and Restated Restricted Stock Unit Award Agreement (“Agreement”) is entered into on December 31, 2015 (the “Effective Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen Vaccaro (the “Participant”). This Agreement amends and restates in its entirety the Restricted Stock Unit Award Agreement dated as of June 13, 2014 between the Company and the Participant, as amended to date (the “Existing Award Agreement”) pursuant to which the Company initially granted the Participant 75,000 performance-based Restricted Stock Units under the terms of the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Plan.
STOCKHOLDERS AGREEMENT BETWEEN DEERFIELD CAPITAL CORP. AND BOUNTY INVESTMENTS, LLC DATED AS OF JUNE 9, 2010Stockholders Agreement • June 15th, 2010 • Deerfield Capital Corp. • Finance services • New York
STOCKHOLDERS AGREEMENT, dated as of June 9, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • Deerfield Capital Corp. • Real estate investment trusts • Illinois
This Employment Agreement (“Agreement”) dated as of June 26, 2004, is entered into by and between Deerfield Capital Management LLC (“Deerfield”), a Delaware limited liability company and wholly owned subsidiary of Deerfield & Company LLC (“D&C”), an Illinois limited liability company, and Luke D. Knecht (“Employee”), and shall become effective as of (and subject to) the consummation of the transactions (collectively, the “Transaction”) contemplated by the Purchase Agreement, dated as of the date hereof, by and among Triarc Companies, Inc., Sachs Capital Management LLC, SLA Investments, Inc., Scott A. Roberts, Marvin Shrear, Gregory H. Sachs and any other parties named therein (the “Purchase Agreement”) (the date of the consummation of the Transaction being referred to herein as the “Effective Date”).
CIFC DEERFIELD CORP. FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 14th, 2011 • Deerfield Capital Corp. • Finance services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [·], 2011, is made by and between CIFC Deerfield Corp., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
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, 2010Deerfield Capital Corp. • March 10th, 2010 • Finance services • New York
JUNIOR SUBORDINATED INDENTURE, dated as of March 4, 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”).
CIFC CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 17th, 2014 • CIFC Corp. • Finance services • New York
This Restricted Stock Unit Award Agreement (“Agreement”) is made effective June 13, 2014 (the “Grant Date”), and is between CIFC Corp., a Delaware corporation (the “Company”), and Stephen J. Vaccaro (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the CIFC Corp. 2011 Stock Option and Incentive Plan, as amended from time to time (the “Plan”).
May 11, 2009 Robert A. Contreras c/o Deerfield Capital Management LLC Rosemont, Illinois 60018 RE: 2009 Compensation Agreement Dear Robert:Deerfield Capital Corp. • May 11th, 2009 • Real estate investment trusts
Due to your valuable contribution to Deerfield Capital Management LLC (the “Company”), management and the board of directors of Deerfield Capital Corp. (“DFR”) have decided to include you and a limited number of other employees in a retention program to provide you with certain assurances regarding your cash compensation for the Company’s 2009 fiscal year. In accordance with the foregoing, the Company hereby guarantees the following:
AMENDMENT No. 2Deerfield Capital Corp. • October 2nd, 2008 • Real estate investment trusts • New York
This AMENDMENT No. 2, dated as of September 26, 2008 (this “Amendment”), to and under the Note Purchase Agreement (as the same has been heretofore amended, as amended hereby and as further amended, modified or restated from time to time, the “Series B NPA”), dated as of December 21, 2007, by and among DFR MERGER COMPANY, LLC, an Illinois limited liability company (“Buyer Sub”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (“Deerfield & Co.” and, together with the Buyer Sub, the “Issuer”), DEERFIELD CAPITAL CORP (formerly known as Deerfield Triarc Capital Corp.), a Maryland corporation (“DFR” or the “Parent”), TRIARC COMPANIES, INC., as Collateral Agent, the Purchasers, SPENSYD ASSET MANAGEMENT LLLP, as Administrative Holder, and each other Purchaser. All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Series B NPA.
