TABERNA CAPITAL MANAGEMENT, LLC 450 PARK AVENUE FLOOR 11 NEW YORK, NEW YORK 10022Letter Agreement • February 29th, 2008 • Deerfield Capital Corp. • Real estate investment trusts
Reference is hereby made to that certain Junior Subordinated Indenture (the “Indenture”) between Deerfield Capital LLC (formerly Deerfield Triarc Capital LLC, the “Company”), and The Bank of New York Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association) (the “Trustee”), dated as of September 29, 2005, pursuant to which the Company issued junior subordinated notes which evidence loans made to the Company (collectively, the “Trust Preferred Securities”). Taberna Capital Management, LLC (“Taberna”) serves as collateral manager for the entities that own all of the Trust Preferred Securities and the Additional Trust Preferred Securities and is authorized to enter into this Agreement on their behalf. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. Reference is further made to that certain Junior Subordinated Indenture (“Indenture 2”) between the Company and the Trustee, d
LEASE AGREEMENT BETWEEN PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership (“Landlord”) AND DEERFIELD & COMPANY LLC, an Illinois limited liability company (“Tenant”) One O’Hare Centre Rosemont, Illinois Dated: July 1, 2005Lease Agreement • February 29th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • Illinois
THIS LEASE AGREEMENT (this “Lease”) is made as of July 1, 2005 by and between Prentiss Properties Acquisition Partners, L.P., a Delaware limited partnership (“Landlord”) and Deerfield & Company LLC, an Illinois limited liability company (“Tenant”), upon all the terms set forth in this Lease as follows:
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency and Intercreditor Agreement • February 29th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 21, 2007, is made by and among TRIARC DEERFIELD HOLDINGS, LLC, JONATHAN W. TRUTTER, PAULA HORN, and the JOHN K. BRINCKERHOFF AND LAURA R. BRINCKERHOFF REVOCABLE TRUST, as holders of the Series A Notes referenced below (together with their respective successors and assigns, the “Series A Holders”), SACHS CAPITAL MANAGEMENT LLC, SPENSYD ASSET MANAGEMENT LLLP, and SCOTT A. ROBERTS, as holders of the Series B Notes referenced below (together with their respective successors and assigns, the “Series B Holders”), TRIARC DEERFIELD HOLDINGS, LLC, as collateral agent (the “Initial Collateral Agent” and, together with any replacement or successor agent, the “Collateral Agent”) for the Series A Holders and the Series B Holders (collectively, the “Noteholders”), DEERFIELD & COMPANY LLC (the “Issuer”) and DEERFIELD CAPITAL CORP. (the “Parent”). Capitalized terms used in this paragraph and the following recit
