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 “).
Deerfield Pegasus Loan Capital LP DPLC General Partner LLC Deerfield Capital Corp. Deerfield Capital Management LLCLetter Agreement • April 15th, 2009 • Deerfield Capital Corp. • Real estate investment trusts
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 LLCLetter Agreement • April 15th, 2009 • Deerfield Capital Corp. • Real estate investment trusts
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”).
DEERFIELD CAPITAL MANAGEMENT LLC 6250 North River Road, 9th Floor Rosemont, Illinois 60018Letter Agreement • April 15th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • Illinois
This letter agreement (the “Agreement”) sets forth our understanding with respect to certain matters in relation to your employment by Deerfield Capital Management LLC (the “Company”). This Agreement is entered into in consideration of, and as a condition to, the formation and raising of Deerfield Pegasus Loan Capital LP (“DPLC”), a fund as to which the Company shall serve as advisor, and in consideration of, and as a condition to, your serving DPLC through the Company as an investment professional. You acknowledge that the Company would not direct you to provide services to DPLC, continue to employ you as an investment professional with respect to DPLC, or provide you with compensation or remuneration in connection with your employment with the Company but for your execution of this Agreement.
Deerfield Capital Corp. Deerfield Capital Management LLCLetter Agreement • April 15th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • New York
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 DFR’s 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”).
