0000950144-08-004571 Sample Contracts

AMENDMENT No. 1
Deerfield Capital Corp. • June 3rd, 2008 • Real estate investment trusts • New York

This AMENDMENT No. 1, dated as of May 29, 2008 (this “Amendment”), to and under the Waiver (the “Waiver”), dated as of March 14, 2008, by and among DEERFIELD CAPITAL CORP, a Maryland corporation (the “Parent”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (the “Issuer”) and the Required Holders (as defined in the Note Purchase Agreement referred to below).

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AMENDMENT No. 1
Deerfield Capital Corp. • June 3rd, 2008 • Real estate investment trusts • New York

This AMENDMENT No. 1, dated as of May 29, 2008 (this “Amendment”), to and under the Waiver (the “Waiver”), dated as of March 14, 2008, by and among DEERFIELD CAPITAL CORP, a Maryland corporation (the “Parent”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (the “Issuer”), TRIARC COMPANIES, INC., as administrative holder under the Note Purchase Agreement referred to below (together with its permitted successors in such capacity, the “Administrative Holder”) and the Required Holders (as defined in the Note Purchase Agreement referred to below).

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