“Designated DWFC Note” means the Revolving Note, dated as of March 1, 2006, issued byDWFC, as maker, to the order of Deerfield Capital, without giving effect to any amendment thereofentered into after the Amendment No. 1 Effective Date.          “Designated Subsidiaries Notes” means (i) the Designated DWFC Note, (ii) theDesignated TRS (Bahamas) Note and (iii) the Designated TRS Holdings Note.          “Designated TRS (Bahamas) Note” means the Revolving Note, dated as of March 1, 2006,issued by Deerfield TRS (Bahamas), LLC (formerly known as Deerfield Triarc TRS (Bahamas), LLC), aDelaware limited liability company, as maker, to the order of Deerfield Capital, without givingeffect to any amendment thereof entered into after the Amendment No. 1 Effective Date.          “Designated TRS Holdings Note” means the Revolving Note, dated as of August 11, 2005,issued by Deerfield TRS Holdings, LLC (formerly known as Deerfield Triarc TRS Holdings, LLC), aDelaware limited liability company, as maker, to the order of Deerfield Capital, without givingeffect to any amendment thereof entered into after Amendment No. 1 Effective Date.          “DWFC” means DWFC, LLC, a Delaware limited liability company.          “One O’Hare Centre Lease” means the lease dated as of July 1, 2005 between PrentissProperties Acquisition Partners, L.P., a Delaware limited partnership, as landlord, and Deerfield &Co., as tenant.          “Sachs” means Gregory H. Sachs.          “Special Manager” has the meaning specified in Section 7.01(k).          “Subordinated Junior Notes” means each of the notes issued pursuant to any of theSubordinated Notes Indentures.          “Subordinated Notes Guaranties” means the parent guaranties provided by Parent inconnection with the Subordinated Junior Notes.          “Subordinated Notes Indentures” means (i) the Junior Subordinated Indenture, dated asof September 29, 2005, between Deerfield Capital and JPMorgan Chase Bank, National Association, astrustee; (ii) the Junior Subordinated Indenture, dated as of August 2, 2006, between DeerfieldCapital and JPMorgan Chase Bank, National Association, as trustee, and (iii) the JuniorSubordinated Indenture, dated as of October 27, 2006, between Deerfield Capital and The Bank of NewYork Trust Company, National Association, as trustee.          “Subordinated Notes Obligations” means the obligations of Deerfield Capital and Parentunder any Subordinated Junior Note, any Subordinated Notes Indenture and any Subordinated NotesGuaranty and any other obligation under any “Operative Document” as defined in each SubordinatedNotes Indenture.          “Wachovia Agreement” means the Sale and Servicing Agreement, dated as of May 10, 2006,by and among Deerfield Capital, as originator and servicer, DWFC, as a borrower, Deerfield TRS(Bahamas) Ltd., as a borrower, the purchasers party thereto, Wachovia Capital Markets, LLC, asadministrative agent, Lyon Financial Services, Inc., as backup servicer, and U.S. Bank NationalAssociation, as collateral custodian.
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     **1.2**Section 5.15 (Affirmative Covenants; Special Manager) of the Series A NPA. A newSection 5.15 of the Series B NPA is hereby inserted as follows:          **5.15 Appointment of Special Managers.**On or before the date that is 60 days after theAmendment No. 1 Effective Date, Parent shall appoint or cause to be appointed Sachs (or a Persondesignated by Sachs and consented to by the Parent (which consent shall not be unreasonablywithheld)) as a Special Manager to the board of managers of each of the Issuer and DeerfieldCapital. Sachs shall continue to serve as a Special Manager on the board of managers of each ofthe Issuer and Deerfield Capital until the earlier of (i) the date on which Sachs can no longerserve in such capacity as a result of his death or becoming permanently disabled to serve in suchcapacity (at which time the Administrative Holder shall be entitled to appoint a replacement SpecialManager who shall be consented to by the Parent (which consent shall not be unreasonably withheld))and (ii) the date on which the Obligations have been indefeasibly paid in full in cash. In noevent shall a Special Manager receive or be entitled to receive any compensation in connection withits position as a Special Manager. To the extent that Sachs shall nothave so nominated himself for a Person meeting the requirements setforth above within 50 days after the Amendment No. 1Effective Date, the 60 days period set forth above shall be extendeduntil a date that is ten days after date on which Sachs shall haveinformed the Parent of such nomination. For the avoidance of doubt,the Special Managers shall have no power or authority to participate in or receive informationregarding the management of the Issuer or Deerfield Capital, as the case may be (including withrespect to meetings of the its board of managers, if any), except to the extent necessary for theSpecial Managers to exercise the special vote described in clause (ii) of Section 7.01(k).     **1.3**Section 6.01 (Negative Covenants; Indebtedness) of the Series B NPA. Section 6.01of the Series B NPA is hereby amended by inserting the following new paragraphs (m), (n) and (o) atthe end thereof:          (m) Indebtedness under any of the Deerfield Capital Intercompany Notes;          (n) Indebtedness consisting of reimbursement obligations relating to letters of credit issuedas security for the performance of tenant’s obligations under the One O’Hare Center Lease;provided that the aggregate principal amount of all Indebtedness permitted under thisclause (n) shall not exceed $3,000,000 at any time outstanding; and          (o) any Subordinated Notes Obligation to the extent it constitutes Indebtedness.     **1.4**Section 6.05 (Negative Covenants; Restricted Payments) of the Series B NPA.Section 6.05 of the Series B NPA is hereby amended by inserting the following new paragraph (l)immediately prior to the last proviso thereof:          ; (l) Deerfield Capital may make Restricted Payments with respect to any of the DeerfieldCapital Intercompany Notes in the form of interest and/or principal payments unless a Default orEvent of Default shall be continuing at the time such Restricted Payment is to be made;provided that the aggregate amount of Restricted Payments made under this clause (l) shallbe applied to pay Approved Costs of the noteholder receiving such payment, and shall not exceed theamount of the Approved Costs of the noteholder receiving such payment which have not been funded byprevious payments on such Deerfield Capital Intercompany Notes.
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     **1.5**Section 6.06 (Negative Covenants; Transactions with Affiliates) of the Series BNPA. Section 6.06 of the Series B NPA is hereby amended by inserting the following newparagraphs (i) and (j) at the end thereof:          (i) each of the Deerfield Capital Intercompany Notes; and          (j) each of the Designated Subsidiary Notes.     **1.6**Section 6.10 (Negative Covenants; Investments) of the Series B NPA. Section 6.10of the Series B NPA is hereby amended by inserting the following new paragraphs (m) and (n) at theend thereof:          (m) any of the Deerfield Capital Intercompany Notes; and          (n) Investments pursuant to (i) the Designated DWFC Note, in an aggregate principal amount notto exceed $3,050,000 at any time outstanding; provided that (x) not less than $3,000,000 ofproceeds received under such Investment shall be applied by DWFC to make payments under theWachovia Agreement and (y) no more than $50,000 of proceeds received under such Investment shall beused for Approved Costs, (ii) the Designated TRS (Bahamas) Note, in an aggregate principal amountnot to exceed $50,000 at any time outstanding; provided that any proceeds received undersuch Investment shall be used solely for Approved Costs, and (iii) the Designated TRS HoldingsNote, in an aggregate principal amount not to exceed $1,050,000 at any time outstanding;provided that no more than $50,000 of proceeds received under such Investment shall be usedfor Approved Costs.     **1.7**Section 7.01 (Events of Default) of the Series B NPA. Section 7.01 of the SeriesB NPA is hereby amended as follows:          (a) by inserting the words “Section 5.15, ” immediately prior to the words“Section 6.07” in clause (b)(ii).          (b) by inserting the following new paragraph (k) at the end thereof:          (k) Consent for Issuer or Deerfield Capital Dissolutions. At any time after the datethat is 30 days after the Amendment No. 1 Effective Date, each of the Issuer’s and DeerfieldCapital’s Organizational Documents shall not have been amended (i) to increase the number ofmanagers of each of the Issuer and Deerfield Capital by two managers who shall have, in each case,as their only power the right to vote pursuant to clause (ii) below (each such manager, a“Special Manager”), and (ii) to provide that the Issuer or Deerfield Capital, asapplicable, shall not (A) dissolve or liquidate, in whole or part, or institute proceedings to beadjudicated bankrupt or insolvent, (B) institute or consent to the institution of bankruptcy orinsolvency proceedings against it, (C) file a petition seeking or consent to reorganization orrelief under any applicable federal or state law relating to bankruptcy or insolvency, (D) seek orconsent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian orany similar official for the Issuer or Deerfield Capital, as applicable, (E) make any assignmentfor the benefit of the Issuer’s or Deerfield Capital, as applicable, creditors, and (F) take anyaction in furtherance of any of the foregoing, if, in each case, each of the Special Managers votesagainst the Issuer or Deerfield Capital, as applicable, taking such action (including, giving suchconsent).
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**SECTION 2. WAIVERS**     **2.1**Any Default or Event of Default under the Series B NPA that occurred, or may haveoccurred, is hereby waived to the extent that such Default or Event of Default (i) would not haveoccurred, if the amendments effected hereby were made prior to the occurrence of such Default orEvent of Default and (ii) is a Default or an Event of Default resulting from the Parent’s and theSubsidiaries’ failure to deliver a certificate of a Financial Officer as required under Section5.02(a) (Certificates; Other Information) of the Series B NPA on the last day of each of thecalendar quarter ended December 31, 2007 and the calendar quarter March 31, 2008, in each case withrespect to the calendar quarter then ended.**SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS**     The provisions of Sections 1 and 2 hereof shall become effective as of the first date (the**“Effective Date”**) on which all of the following conditions precedent have been satisfied:          (a) theAdministrative Holder shall have received (i) this Amendment, duly executed by each ofthe Parent and the Issuer and the Required Holders; and (ii) a certificate of a Financial Officerof the Parent stating that, to the best of such Financial Officer’s knowledge, after giving effectto this Amendment, no Default or Event of Default has occurred and is continuing as of theEffective Date.          (b) theAdministrative Holder shall have received a duly executed consent and agreement tosubordination, in substantially the form attached hereto as Exhibit A, with respect to thesubordination of the rights under each of the Deerfield Capital Intercompany Notes from each of DFRMiddle Market Sub-1, Inc., DFR Middle Market Sub-2, Inc., DFR Middle Market Sub-3, Inc., DFR MiddleMarket Sub-4, Inc. and DFR Middle Market Sub-5, Inc.;          (c) the representations and warranties set forth in Section 4 hereof shall be true and correctas of the Effective Date;          (d) the Administrative Holder shall have received payment of the fees and expenses describedin Section 5.1, to the extent a summary invoice of such fees and expenses is received by the Issuerbefore 10:00 AM New York time on the Amendment No. 1 Effective Date; and          (e) the Administrative Holder shall have received a fully executed and effective copy of theDesignated TRS Holdings Note.**SECTION 4. REPRESENTATIONS AND WARRANTIES**          The Issuer and the Parent hereby represents and warrants that:     **4.1**Corporate Power and Authority. Each of the Issuer and the Parent has allrequisite corporate power and authority to enter into this Amendment and to carry out thetransactions contemplated hereby in all material respects, and perform its obligations under theSeries B NPA and the other Note Documents, in each case in all material respects.     **4.2**Authorization of Amendment. The execution and delivery of this Amendment has beenduly authorized by all necessary action on the part of each of the Issuer and the Parent.
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     **4.3**No Conflict. The execution, delivery and performance by each of the Issuer andthe Parent of this Amendment have been duly authorized by all necessary corporate or otherorganizational action of such Person, and do not and will not (with the passage of time, the givingof notice or otherwise) (a) contravene or Conflict with the terms of any of such Person’sOrganizational Documents; (b) Conflict with, or result in the creation of any Lien (other thanPermitted Encumbrances) under, (i) any material Contractual Obligation to which such Person is aparty, (ii) any Material Indebtedness or (iii) any Judgment or any arbitral award to which suchPerson or its property is subject; or (c) violate any Law.     **4.4**Binding Obligation. This Amendment has been duly executed and delivered by Issuerand the Parent and is the legally valid and binding obligation of such Person, enforceable againstsuch Person in accordance with its respective terms, except as may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rightsgenerally or by equitable principles relating to enforceability.     **4.5**Incorporation of Representations and Warranties From Series B NPA. Therepresentations and warranties contained in Section 4 of the Series B NPA are and will be true,correct and complete in all material respects on and as of the Effective Date to the same extent asthough made on and as of that date, except to the extent such representations and warrantiesspecifically relate to an earlier date, in which case they were true, correct and complete in allmaterial respects on and as of such earlier date.**SECTION 5. MISCELLANEOUS**     **5.1**Costs and Expenses. As provided in Section 9.04 (Payment of Expenses) of theSeries B NPA, the Issuer agrees to reimburse the Agents and the Holders for all reasonable anddocumented out of pocket costs and expenses incurred in connection with this Amendment, includingthe Attorney Costs of one principal counsel for the Required Holders and the Agents, to the extentinvoiced to the Issuer.     **5.2**Binding Effect. This Amendment shall be binding upon the parties hereto and theirrespective successors and assigns and shall inure to the benefit of the parties hereto and thesuccessors and assigns of the Holders.     **5.3**Severability. In case any provision in or obligation hereunder shall be invalid,illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of theremaining provisions or obligations, or of such provision or obligation in any other jurisdiction,shall not in any way be affected or impaired thereby.     **5.4**Reference to Series B NPA. On and after the Effective Date, each reference in theSeries B NPA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referringto the Series B NPA, and each reference in the other Note Documents to the “Series B NPA”,“thereunder”, “thereof” or words of like import referring to the Series B NPA shall mean and be areference to the Series B NPA as amended by this Amendment.     **5.5**Effect on Series B NPA. Except as specifically amended by this Amendment, theSeries B NPA and the other Note Documents shall remain in full force and effect and are herebyratified and confirmed.     **5.6**Execution. The execution, delivery and performance of this Amendment shall not,except as expressly provided herein, constitute a waiver of any provision of, or operate as awaiver of any right, power or remedy of any Agent or Holder under, the Series B NPA or any of theother Note Documents.
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     **5.7**Headings. Section headings herein are included herein for convenience ofreference only and shall not constitute a part hereof for any other purpose or be given anysubstantive effect.     **5.8**APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THEAPPLICATION OF LAWS OTHER THAN THOSE OF THE STATE OF NEW YORK.     **5.9**Counterparts. This Amendment may be executed in any number of counterparts, eachof which when so executed and delivered shall be deemed an original, but all such counterpartstogether shall constitute but one and the same instrument.     **5.10**Note Document. This Amendment is a Note Document (as defined in the Series BNPA).[The remainder of this page is intentionally left blank.]
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**IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be dulyexecuted and delivered by their respective officers thereunto duly authorized as ofthe date first written above.      PARENT: