May 11, 2009 Robert A. Contreras c/o Deerfield Capital Management LLC Rosemont, Illinois 60018 RE: 2009 Compensation Agreement Dear Robert:Compensation Agreement • May 11th, 2009 • Deerfield Capital Corp. • 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. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2009 • Deerfield Capital Corp. • Real estate investment trusts
This Amendment No. 1 (“Amendment”) to that certain Employment Agreement between Deerfield Capital Management LLC, a Delaware limited liability company (“Deerfield”), and Jonathan W. Trutter (“Employee”), dated as of June 26, 2004 (“Original Employment Agreement”), is made and entered into as of the 11th day of May, 2009. Any capitalized term not otherwise defined herein shall have the same meaning given to such term in the Original Employment Agreement.
c/o Deerfield Capital Management LLC 6250 North River Road, 9th FloorRetention Bonus Agreement • May 11th, 2009 • Deerfield Capital Corp. • Real estate investment trusts
As provided in your Employment Agreement with Deerfield Capital Management LLC (the “Company”), dated June 26, 2004 (the “2004 Employment Agreement”), you are entitled to receive a payment equal to $2,000,000 (the “Retention Bonus”) in the event that you remain employed by the Company or an affiliate of the Company through June 25, 2009. Due to your valuable contribution to the Company and your commitment to invest a minimum of $500,000 in an investment vehicle managed by the Company, Deerfield Pegasus Loan Capital LP (“DPLC”), the Company agrees to accelerate the vesting of a portion of the Retention Bonus. In accordance with the foregoing, the Company hereby agrees to the following, subject to your acknowledgement and agreement below:
SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENTForbearance Agreement • May 11th, 2009 • Deerfield Capital Corp. • Real estate investment trusts • New York
THIS SECOND AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of May 8, 2009 (this “Agreement”), is entered into among DWFC, LLC (“DWFC”), Deerfield TRS (Bahamas) Ltd. (“DTRS” and together with DWFC, the “Borrowers”), 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).
May 11, 2009 Francis P. Straub III c/o Deerfield Capital Management LLC Rosemont, Illinois 60018 RE: 2009 Compensation Agreement Dear Frank:Compensation Agreement • May 11th, 2009 • Deerfield Capital Corp. • 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:
