July 29, 2008 Mr. Peter H. Rothschild Interim Chairman of the Board of Directors Deerfield Capital Corp. 6250 N. River Road Rosemont, IL 60018 Dear Mr. Rothschild:Chairman Compensation Agreement • August 11th, 2008 • Deerfield Capital Corp. • Real estate investment trusts
This letter agreement (the “Agreement”) sets forth the fees that Deerfield Capital Corp., or DFR, proposes to pay you for your services as Interim Chairman of the Board of Directors, or the Board, of DFR for the 2008 calendar year. By your execution and delivery to DFR of a copy of this Agreement, this Agreement will become a binding legal obligation of the parties, and will replace in its entirety the temporary arrangement established by the Board on December 13, 2007 for the payment of additional compensation to you as Board Chairman (the “Temporary Arrangement”).
AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • August 11th, 2008 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of August 11, 2008 (this “Agreement”), is entered into among DWFC, LLC and Deerfield TRS (Bahamas) Ltd. (together, the “Borrowers” and each a “Borrower”), Deerfield Capital LLC, as Originator (the “Originator”) and as Servicer (the “Servicer”), each of the Conduit Purchasers, the Institutional Purchasers (collectively, and together with the Swingline Purchaser (as defined below), the “Lenders”) and the Purchaser Agents from time to time party to the Sale and Servicing Agreement referenced below, Wachovia Bank, National Association, as Swingline Purchaser (the “Swingline Purchaser”), and Wachovia Capital Markets, LLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement (as defined below).
