SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

DEERFIELD CAPITAL CORP.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

244331302

(CUSIP Number)

Andrew Intrater
Bounty Investments, LLC
c/o Renova U.S. Management LLC
900 Third Avenue, 19th Floor
New York, New York 10022
(212) 418-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 21, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 244331302 

1.	NAME OF REPORTING PERSON: Bounty Investments, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS:
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States
		7.	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8.	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes (as defined below).
EACH		9.	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10.	SHARED DISPOSITIVE POWER:
			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,677,686
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	57.3%*
14.	TYPE OF REPORTING PERSON
	OO

* Based on 15,133,043 shares of Common Stock, 11,000,812 of which were outstanding as of November 12, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on November 15, 2010 and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement, dated as of March 22, 2010, by and between the Issuer and Bounty (the “Convertible Notes Agreement”).

Page 2 of 12

CUSIP No. 244331302 

1.	NAME OF REPORTING PERSON: Santa Maria Overseas Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS:
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Commonwealth of the Bahamas
		7.	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8.	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
EACH		9.	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10.	SHARED DISPOSITIVE POWER:
			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,677,686
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	57.3%*
14.	TYPE OF REPORTING PERSON
	OO

* Based on 15,133,043 shares of Common Stock, 11,000,812 of which were outstanding as of November 12, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on November 15, 2010 and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement.

Page 3 of 12

CUSIP No. 244331302 

1.	NAME OF REPORTING PERSON: Mayflower Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS:
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7.	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8.	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
EACH		9.	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10.	SHARED DISPOSITIVE POWER:
			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,677,686
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	57.3%*
14.	TYPE OF REPORTING PERSON
	OO

* Based on 15,133,043 shares of Common Stock, 11,000,812 of which were outstanding as of November 12, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on November 15, 2010 and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement.

Page 4 of 12

CUSIP No. 244331302 

1.	NAME OF REPORTING PERSON: TZ Columbus Services Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3.	SEC USE ONLY:
4.	SOURCE OF FUNDS:
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
		7.	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8.	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
EACH		9.	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10.	SHARED DISPOSITIVE POWER:
			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,677,686
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	57.3%*
14.	TYPE OF REPORTING PERSON
	OO

* Based on 15,133,043 shares of Common Stock, 11,000,812 of which were outstanding as of November 12, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on November 15, 2010 and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement.

Page 5 of 12

     This Amendment No. 1 amends and supplements the cover pages and Items 4 and 6 of the statement of beneficial ownership on Schedule 13D (the “Schedule 13D”) relating to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Deerfield Capital Corp., a Maryland corporation (the “Issuer”), filed on June 18, 2010 by and on behalf of (1) Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), (2) Santa Maria Overseas Ltd., a Bahamanian company (“Santa Maria”), (3) Mayflower Trust, a Cayman Islands trust (“Mayflower”) and (4) TZ Columbus Services Limited, a British Virgin Islands corporation, (“TZ” and, together with Bounty, Santa Maria and Mayflower, the “Reporting Persons”).

Item 4. Purpose of Transaction.

     Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

     On December 22, 2010, the Issuer reported that it entered into an Agreement and Plan of Merger, dated December 21, 2010 (the “Merger Agreement”), by and among the Issuer, Bulls I Acquisition Corporation (“First MergerSub”), Bulls II Acquisition LLC (“Second MergerSub”), CIFC Parent Holdings LLC (“CIFC Parent” and, together with Bounty, the “Investors”) and Commercial Industrial Finance Corp. (“CIFC”). Pursuant to the Merger Agreement and based on the terms and conditions therein, First MergerSub will merge with and into CIFC, with CIFC continuing as the surviving corporation, followed by a merger of CIFC with and into Second MergerSub, with Second MergerSub continuing as the surviving entity and a wholly-owned subsidiary of the Issuer. As consideration for the mergers, CIFC Parent will receive, among other things, 9,090,909 shares of newly-issued Common Stock. The description of the Merger Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

     In connection with the Merger Agreement and the transactions contemplated thereby, Bounty and CIFC entered into a Voting Agreement, dated December 21, 2010 (the “Voting Agreement”). Pursuant to the Voting Agreement, Bounty agreed that until the expiration date of the Voting Agreement, it will not transfer, sell or create any lien or encumbrance in or upon any shares of capital stock of the Issuer owned, beneficially or of record, by Bounty if such transfer or sale would cause Bounty to own less than 39% of such capital stock. In addition, Bounty agreed that until the expiration date of the Voting Agreement, it will vote up to 39% of the capital stock of the Issuer (i) in favor of the Merger Agreement and the transactions contemplated thereby and (ii) against (x) any action or agreement that, to the knowledge of Bounty, would reasonably be expected to result in any of the conditions to the Issuer or any of its obligations under the Merger Agreement not being fulfilled and (y) any alternative proposals regarding the sale of the Issuer or any agreements that would reasonably be expected to prevent or materially and adversely affect the consummation of the Merger Agreement or any of the transactions contemplated thereby. Bounty also agreed to grant CIFC an irrevocable proxy regarding the matters addressed in the Voting Agreement if Bounty fails to appear or fails to cause its shares of capital stock to be counted as present at the stockholders meeting of the Issuer called for voting on the Merger Agreement and the transactions contemplated thereby. The expiration of the Voting Agreement occurs upon the earlier of (i) the valid termination of the Merger Agreement or (ii) the effective time of the Merger Agreement. The description of the

Page 6 of 12

Voting Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

     Bounty also entered into a Waiver of Conversion Rate Adjustment, dated December 21, 2010 (the “Waiver”), in connection with the Merger Agreement. Pursuant to the Waiver, Bounty agreed to waive its rights under the Convertible Notes Agreement to any adjustments in the conversion rate of the $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes, due December 9, 2017, held by Bounty (the “Convertible Notes”) that could be triggered by the Merger Agreement and the transactions contemplated thereby. The description of the Waiver is qualified in its entirety by reference to the full text of the Waiver, which is included as an Exhibit hereto and is incorporated by reference herein.

     In connection with the closing of the Merger Agreement, Bounty will enter into an Amended and Restated Stockholders Agreement substantially in the form attached as Exhibit A to the Merger Agreement (the “Amended and Restated Stockholders Agreement”). The form of Amended and Restated Stockholders Agreement provides that the size of the Board of Directors of the Issuer (the “Board”) will be increased by two directors so that the Board will consist of eleven directors, comprised of (i) three directors designated by each of Bounty and CIFC Parent, (ii) three directors nominated by the Nominating Committee of the Board and who must qualify as independent directors, (iii) one director being the Issuer’s then-serving chief executive officer, and (iv) Jonathan Trutter, for so long as he remains an employee of the Issuer, provided that any director replacing Mr. Trutter as a director will have to be nominated by the Nominating Committee of the Board and meet the same independence standards as the other independent directors of the Issuer.

     The form of Amended and Restated Stockholders Agreement provides that so long as an Investor owns at least 25% of the outstanding Common Stock (calculated as if all outstanding Convertible Notes which are convertible into shares of Common Stock (the “Conversion Shares”) have been converted into Common Stock), it will have the right to designate three directors to the Board. So long as an Investor owns at least 15% and 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes), such Investor will have the right to designate two directors and one director, respectively. If an Investor owns less than the minimum percentage necessary for the designation of directors as set forth above as a result of dilution of the Common Stock (other than dilution resulting from new issuances of equity interests or securities for which such Investor has certain preemptive rights), the Issuer must provide the Investor the opportunity to purchase an amount of Common Stock to cure such deficiency.

     The form of Amended and Restated Stockholders Agreement provides that each Investor will also have the right to designate one director to the Nominating Committee of the Board so long as it has the right to designate at least two directors to the Board. In addition, the Strategic Committee of the Board, established after the closing of the Acquisition and Investment Agreement, dated as of March 22, 2010, by and among Deerfield Capital Corp., Bounty Investments, LLC and Columbus Nova Credit Investments Management, LLC, will be dissolved upon consummation of the transactions contemplated by the Merger.

     The form of Amended and Restated Stockholders Agreement provides that each Investor will have the right to designate one observer to attend, but not vote at, all meetings of the Board and each committee of the Board so long as it owns at least 15% of the outstanding Common Stock (assuming conversion of the Convertible Notes).

Page 7 of 12

     The form of Amended and Restated Stockholders Agreement provides that for so long as any Investor owns at least 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes), if the Issuer proposes to issue any securities (subject to specified exceptions), including shares of Common Stock, other capital stock or convertible securities, then each Investor will have the right to purchase in such issuance the number of securities up to its current ownership percentage of the Issuer at the same purchase price as the Issuer’s proposed issuance to other purchasers.

     The form of Amended and Restated Stockholders Agreement provides that the Investors will form a “group” holding over 50% of the outstanding Common Stock of the Issuer thereby allowing the Issuer to elect to become a “controlled company” as defined by Rule 5615(c) of the NASDAQ Marketplace Rules. The form of Amended and Restated Stockholders Agreement provides that the Issuer will elect to be a “controlled company” for so long as the Investors hold over 50% of the outstanding Common Stock and satisfy the “group” requirements. Each Investor will also be required to take all action necessary for the Issuer to be treated as a “controlled-company” and make all necessary filings and disclosures associated therewith.

     The form of Amended and Restated Stockholders Agreement provides that the Company shall not take any of the following actions without the prior written consent of each Investor until the earlier of (a) three years from the date of the Amended and Restated Stockholders Agreement, (b) the date on which the Investors, collectively, own less than 35% of the outstanding Common Stock (assuming conversion of the Convertible Notes) and (c) the date on which such Investor owns less than 20% of the outstanding Common Stock (assuming conversion of the Convertible Notes): (i) the acquisition or disposal of any corporation, entity, division or other business concern having a value in excess of $10,000,000 in a single transaction or series of related transactions, (ii) the dissolution, liquidation, reorganization or recapitalization or bankruptcy of the Issuer, (iii) the replacement of the chief executive officer of the Issuer, (iv) the maintenance of the Issuer’s headquarters outside of New York, New York, (v) the issuance of any new shares of Common Stock, equity interests or convertible securities of the Issuer in a registration under the Securities Act of 1933, as amended (subject to certain exceptions) and (vi) the incurrence, assumption or guarantee of any indebtedness for borrowed money, except for (A) indebtedness incurred in the ordinary course of business not in excess of $20,000,000 in the aggregate and (B) repurchase obligations pursuant to the Issuer’s investments in residential mortgage-backed securities, provided that such repurchase obligations do not exceed $275,000,000 or such other amount as is established by the Board from time to time.

     The form of Amended and Restated Stockholders Agreement includes a standstill provision which will cap both Investors’ aggregate beneficial ownership of Common Stock and other voting securities at 80%, and their individual beneficial ownerships at an amount that is 2% above each of their percentage beneficial ownerships as of the closing of the Merger Agreement. Subject to certain exceptions (including, without limitation, any acquisitions consented to by a majority of the independent directors of the Board), the Investors will not be able to acquire Common Stock or other voting securities that would result in their ownership of Common Stock and other voting securities exceeding the applicable caps. Subject to the aggregate 80% cap, the Investors may transfer shares of Common Stock among themselves. In addition, each Investor will be required to cause any transferee of more than 15% of the Common Stock (including such

Page 8 of 12

shares issuable upon the conversion of the Convertible Notes) to agree to be bound by the terms of the standstill provisions. The standstill provisions will remain in effect until the earliest to occur of (i) entry by the Issuer into a definitive agreement providing for a change of control transaction, and (ii) in respect of an Investor, the date that such Investor owns less than 5% of the outstanding Common Stock.

     The form of Amended and Restated Stockholders Agreement provides that each Investor will be granted a right of first refusal in the event that any Investor entertains a bona fide offer from any third party to purchase all or any portion of the Convertible Notes held by such Investor. Following receipt of the bona fide offer from the third party, the Investor must offer to sell such number of Convertible Notes to the other Investor on the same terms and conditions and at the same price offered to such third party.

     The form of Amended and Restated Stockholders Agreement provides that each Investor will be granted a right of first offer in the event that the other Investor proposes to transfer all or any portion of the shares of Common Stock held by such Investor. In such case, the transferring Investor must first offer to transfer such shares to the other Investor; however, in no event will an Investor be required to offer its shares of Common Stock to the other Investor if such offered shares (together with all shares transferred by such Investor in the preceding twelve month period) constitute less than the lesser of (i) 4.99% of the outstanding Common Stock, and (ii) 10% of the shares of Common Stock held by such Investor immediately prior to such transfer.

     The form of Amended and Restated Stockholders Agreement provides that it will continue in effect until the earlier of (i) termination by written agreement of the Issuer and each Investor holding at least 20% of the outstanding Common Stock (assuming conversion of the Convertible Notes), and (ii) as to any Investor, such time as such Investor holds less than 5% of the outstanding Common Stock (after giving effect to any cure purchase rights). The description of the form of Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the form of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

     In connection with the closing of the Merger Agreement, Bounty intends to enter into an Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit B to the Merger Agreement (the “Amended and Restated Rights Agreement”), pursuant to which the Issuer will grant registration rights to CIFC Parent and Bounty with regard to the shares of Common Stock held by each Investor, including, but not limited to, the Conversion Shares. Under the Amended and Restated Registration Rights Agreement, CIFC Parent and Bounty will have two demand registration rights each and unlimited piggyback rights, subject to customary underwriter cutbacks and issuer blackout periods. The Issuer will pay all fees and expenses relating to the registration of the Common Stock pursuant to the Amended and Restated Registration Rights Agreement. The description of the form of Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Page 9 of 12

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

     Voting Agreement

     In connection with the Merger Agreement, Bounty and CIFC entered into the Voting Agreement. Pursuant to the Voting Agreement, Bounty agreed that until the expiration date of the Voting Agreement, it will not transfer, sell or create any lien or encumbrance in or upon any shares of capital stock of the Issuer owned, beneficially or of record, by Bounty if such transfer or sale would cause Bounty to own less than 39% of such capital stock. In addition, Bounty agreed that until the expiration date of the Voting Agreement, it will vote up to 39% of the capital stock of the Issuer (i) in favor of the Merger Agreement and the transactions contemplated thereby and (ii) against (x) any action or agreement that, to the knowledge of Bounty, would reasonably be expected to result in any of the conditions to the Issuer or any of its obligations under the Merger Agreement not being fulfilled and (y) any alternative proposals regarding the sale of the Issuer or any agreements that would reasonably be expected to prevent or materially and adversely affect the consummation of the Merger Agreement or any of the transactions contemplated thereby. Bounty also agreed to grant CIFC an irrevocable proxy regarding the matters addressed in the Voting Agreement if Bounty fails to appear or fails to cause its shares of capital stock to be counted as present at the stockholders meeting of the Issuer called for voting on the Merger Agreement and the transactions contemplated thereby. The expiration of the Voting Agreement occurs upon the earlier of (i) the valid termination of the Merger Agreement or (ii) the effective time of the Merger Agreement. The description of the Voting Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

     Waiver of Conversion Rate Adjustment

     In connection with the Merger Agreement, Bounty also entered into the Waiver. Pursuant to the Waiver, Bounty agreed to waive its rights under the Convertible Notes Agreement to any adjustments in the conversion rate of the Convertible Notes that could be triggered by the Merger Agreement and the transactions contemplated thereby. The description of the Waiver is qualified in its entirety by reference to the full text of the Waiver, which is included as an Exhibit hereto and is incorporated by reference herein.

Page 10 of 12

Item 7. Material to be Filed as Exhibits.

1.	Joint Filing Agreement, dated as of June 9, 2010, by and among the Reporting Persons (incorporated by reference to Exhibit 1 of the Schedule 13D).
2.	Merger Agreement, dated as of December 21, 2010, by and among Deerfield Capital Corp., Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent Holdings LLC and Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 2.1 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on December 22, 2010).
3.	Voting Agreement, dated as of December 21, 2010, by and between Bounty Investments, LLC and Commercial Industrial Finance Corp.*
4.	Waiver of Conversion Rate Adjustment, dated December 21, 2010, by Bounty Investments, LLC.*
5.	Form of Amended and Restated Stockholders Agreement, by and among Deerfield Capital Corp., CIFC Parent Holdings LLC and Bounty Investments, LLC (incorporated by reference to Exhibit 10.1 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on December 22, 2010).
6.	Form of Amended and Restated Registration Rights Agreement, by and among Deerfield Capital Corp., CIFC Parent Holdings LLC and Bounty Investments, LLC (incorporated by reference to Exhibit 10.3 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on December 22, 2010).

* Filed herewith.

Page 11 of 12

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 18, 2011

BOUNTY INVESTMENTS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer
SANTA MARIA OVERSEAS LTD.
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact
MAYFLOWER TRUST
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact
TZ COLUMBUS SERVICES LIMITED
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

Page 12 of 12

EX-99.3

Exhibit 3

EXECUTION COPY

VOTING AGREEMENT

     This Voting Agreement (this “Agreement”) is made and entered into as of December 21, 2010, by and between Bounty Investments, LLC, a Delaware limited liability company (“Stockholder”), and Commercial Industrial Finance Corp., a Delaware corporation (the “Company”).

     WHEREAS, Stockholder is a stockholder of Deerfield Capital Corp., a Maryland corporation (“Parent”);

     WHEREAS, concurrently with the execution and delivery hereof, Parent, Bulls I Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“First MergerSub”), Bulls II Acquisition LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent, the Company and CIFC Parent Holdings LLC, a Delaware limited liability company and the sole stockholder of the Company, are entering into an Agreement and Plan of Merger (as it may be amended from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of First MergerSub with and into the Company in accordance with the terms of the Merger Agreement;

     WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement, the Company has requested that Stockholder, and Stockholder has agreed, to enter into this Agreement with respect to all Shares (as defined herein) of Parent that Stockholder beneficially owns (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”));

     WHEREAS, Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of Parent and rights to purchase such number of shares of capital stock of Parent as is indicated on the signature page of this Agreement; and

     WHEREAS, in consideration of, and as a condition to, the execution and delivery of the Merger Agreement by the Company, the Company has required that Stockholder agree, and in order to induce the Company to enter into the Merger Agreement, Stockholder desires to agree, to vote the Shares (as defined herein) over which Stockholder has voting power so as to facilitate the consummation of the Merger.

     NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:

     Section 1. Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

          (a) “Convertible Notes” means the Senior Subordinated Convertible Notes in the original principal amount of $25,000,000 and due December 9, 2017, which are convertible into shares of Parent Common Stock.

          (b) “Shares” means the lesser of (i) (A) all shares of capital stock and any other voting or equity securities of Parent owned, beneficially or of record, by Stockholder as of the date hereof, and (B) all additional shares of capital stock and any other voting or equity securities of Parent acquired by Stockholder, beneficially or of record, during the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (as such term is defined in Section 12 below) and (ii) shares of capital stock and any other voting or equity securities of Parent owned, beneficially or of record, by Stockholder and constituting no more than thirty-nine percent (39%) of the

issued and outstanding capital stock of Parent. For the avoidance of doubt, the Shares shall not include the Convertible Notes but shall include any shares of Parent Common Stock issued upon conversion of the Convertible Notes, subject to the limitations above. Stockholder agrees to promptly notify the Company in writing of the nature and amount of any acquisition of shares pursuant to Section 1(b)(i)(B).

          (c) “Transfer” means, with respect to the Shares, (i) the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or sufferage of a lien or encumbrance in or upon, or the gift, placement in trust, or the other disposition of such Shares (including transfers by merger or otherwise by operation of law) or any right, title or interest therein (including without limitation, any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof or (ii) any other action which would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement.

     Section 2. Transfer and Voting Restrictions.

          (a) Stockholder shall not Transfer any of the Shares or enter into an agreement, commitment or other arrangement with respect thereto.

          (b) Except as otherwise permitted by this Agreement or directed by order of a court of competent jurisdiction, Stockholder shall not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Shares then owned of record or beneficially by it. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, from and after the date hereof, Stockholder will not enter into any voting agreement with any Person with respect to any of the Shares, grant any Person any proxy (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposit any of the Shares in a voting trust or otherwise enter into any agreement or arrangement with any Person limiting or affecting Stockholder’s legal power, authority or right to vote the Shares in favor of the approval of the issuance of the shares of Parent Common Stock constituting the Stock Consideration.

     Section 3. Agreement to Vote Shares. Stockholder agrees that, prior to the Expiration Date, at any meeting of the stockholders of Parent or any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent, with respect to the Submitted Proposals or any Parent Alternative Proposal, Stockholder shall:

          (a) appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum;

          (b) vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered) covering all of the Shares that Stockholder shall be entitled to so vote: (i) in favor of the Submitted Proposals and all other transactions contemplated by the Merger Agreement as to which stockholders of Parent are called upon to vote in favor of or consent to any matter necessary for the issuance of the shares of Parent Common Stock constituting the Stock Consideration, the other Submitted Proposals and the other transactions contemplated by the Merger Agreement; (ii) against any action or agreement that, to the Knowledge of Stockholder, would reasonably be expected to result in any of the conditions to Parent or any of its obligations under the Merger Agreement not being fulfilled; and (iii) against any Parent Alternative Proposal, or any agreement, transaction or other matter that would reasonably be expected to prevent or materially and adversely affect the consummation of the transactions contemplated by the Submitted Proposals.

     Section 4. Grant of Irrevocable Proxy.

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          (a) Stockholder hereby irrevocably grants to, and appoints, the Company, and any individuals designated in writing by the Company, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares, to instruct nominees or record holders to vote such Shares, or grant a consent or approval in respect of such Shares solely for the matters set forth in Section 3. This proxy shall only be effective if Stockholder fails to appear, or otherwise fails to cause the Shares to be counted as present for purposes of calculating a quorum, at the Stockholders Meeting or any other meeting of the stockholders of Parent and to vote the Shares in accordance with Section 3 at the Stockholders Meeting or such other meeting, and the Company hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement.

          (b) Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and that any such proxies are hereby revoked.

          (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except as expressly provided in this Agreement. Stockholder hereby ratifies and confirms all actions that the proxies appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 2-507 of the Maryland General Corporation Law.

          (d) The attorneys and proxies named in Section 4(a) above may not exercise this irrevocable proxy on any other matters except as provided above. Stockholder may vote the Shares on all other matters.

     Section 5. Representations and Warranties of Stockholder.

          (a) Stockholder hereby represents and warrants to the Company as follows: (i) Stockholder is the beneficial and record owner of the shares of capital stock of Parent indicated on the signature page of this Agreement, free and clear of any and all claims, liens, encumbrances and security interests whatsoever; (ii) Stockholder does not own, beneficially or of record, any securities of Parent other than the shares of capital stock of Parent and the Convertible Notes set forth on the signature page of this Agreement; (iii) Stockholder does not own, beneficially or of record, any rights to purchase or acquire shares of capital stock of Parent, except upon conversion of the Convertible Notes; (iv) Stockholder has the legal capacity and full power and authority to make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4; and (v) this Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

          (b) As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, Stockholder has full legal power, authority and right to vote all of the Shares then owned of record or beneficially by it, in accordance with Section 3. Without limiting the generality of the foregoing, except as expressly contemplated hereby,

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Stockholder is not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares, including without limitation, any voting agreement, option agreement, purchase agreement, stockholders’ agreement, partnership agreement or voting trust other than the Stockholders Agreement with Parent, dated as of June 9, 2010, and the Registration Rights Agreement with Parent, dated as of June 9, 2010.

          (c) Stockholder represents and warrants to the Company that the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise, license Law applicable to Stockholder, the Shares or any of Stockholder’s properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person, is required by or with respect to Stockholder in connection with the execution and delivery of this Agreement or the consummation by Stockholder of the transactions contemplated hereby.

     Section 6. Waivers. Stockholder hereby waives any rights of appraisal with respect to the Merger, or rights to dissent from the Merger, that Stockholder may have.

     Section 7. Further Assurances. From time to time, at the request of the Company and without further consideration, the Stockholder shall take such further action as may reasonably be requested by the Company to effect the transactions contemplated by Section 3 and Section 4 of this Agreement.

     Section 8. Notice of Events. Between the date of this Agreement and the Expiration Date, Stockholder shall give prompt notice to the Company of (a) any fact, event or circumstance of which Stockholder has Knowledge that would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the Stockholder under this Agreement and (b) the receipt by Stockholder of any notice or other communication from any Person of which Stockholder has Knowledge alleging that the Consent of such Person is or may be required in connection with this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8 shall not limit or otherwise affect the remedies available to any Party.

     Section 9. Capacity as a Stockholder; Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) none of the Stockholder or any of its officers, directors or employees makes any agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Shares, and not in Stockholder’s or any of its officers’, directors’ or employees’ capacity as a director, officer or employee of Parent or any of Parent’s Subsidiaries or in Stockholder’s or any of its officers’, directors’ or employees’ capacity as a trustee or fiduciary of any employee benefit plan or trust, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any of its officers, directors or employees serving on the Parent Board or on the board of directors of any Subsidiary of Parent or as an officer or fiduciary of Parent, any Subsidiary of Parent or any employee benefit plan or trust, acting in such person’s capacity as such a director, officer, trustee and/or fiduciary.

     Section 10. No Solicitation. Stockholder agrees that Stockholder shall not and shall not permit its directors, officers or employees to, and shall use its commercially reasonable efforts to cause its investment bankers, advisors, attorneys, accountants and other representatives not to, directly or indirectly, (i) initiate, solicit, facilitate or encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute, or may

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reasonably be expected to lead to, any Parent Alternative Proposal or engage in, participate in or continue any discussions or negotiations with respect thereto or otherwise cooperate with or assist or facilitate any such inquiries, proposals, offers, discussions or negotiations, (ii) approve or recommend, or publicly propose to approve or recommend, any Parent Alternative Proposal, (iii) furnish or cause to be furnished, to any Person, any non-public information concerning the business, operations, properties or assets of Parent or Parent CDO Issuers in connection with a Parent Alternative Proposal, (iv) enter into any agreement, understanding, letter of intent, agreement in principle or other agreement or understanding relating to a Parent Alternative Proposal or arrangement with respect to a Parent Alternative Proposal or enter into any agreement or agreement in principle requiring Parent to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder, (v) initiate a stockholders’ vote or action by consent of the stockholders of Parent with respect to a Parent Alternative Proposal, (vi) except by reason of this Agreement, become a member of a “group” (as such term is defined in Section 13(d) of the Exchange Act) with respect to any voting securities of Parent that takes any action in support of a Parent Alternative Proposal or (vii) resolve, propose or agree to do any of the foregoing.

     Section 11. Confidentiality. Stockholder recognizes that successful consummation of the transactions contemplated by the Merger Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, Stockholder hereby agrees not to disclose or discuss such matters with anyone not a party to this Agreement (other than its counsel and advisors, if any) without the prior written consent of the Company, except for disclosures Stockholder’s counsel advises are necessary in order to fulfill any legal requirement, in which event Stockholder shall give notice of such disclosure to the Company as promptly as practicable so as to enable the Company to seek a protective order from a court of competent jurisdiction with respect thereto.

     Section 12. Termination. This Agreement shall terminate and be of no further force or effect whatsoever as of the earlier of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to the terms of Article 9 thereof or (ii) the Effective Time (the “Expiration Date”). Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful and material breach of or default under this Agreement.

     Section 13. No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Parent Board has approved, for purposes of any applicable anti-takeover laws and regulations and any applicable provision of Parent’s Articles of Amendment and Restatement, as amended and supplemented as of the date hereof, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

     Section 14. Miscellaneous Provisions.

          (a) Amendments, Modifications and Waivers. No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by the Company and Stockholder.

          (b) Entire Agreement. This Agreement constitutes the entire agreement among the parties to this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

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          (c) Governing Law. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New York without reference to any choice of law rules that would require the application of the laws of any other jurisdiction.

          (d) Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the subject matter hereof shall be brought only in the courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise. Each party hereby (i) consents to service of process in any such action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 14(l), shall constitute good and valid service of process in any such action, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

          (e) WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE COMPANY OR STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

          (f) Assignment and Successors. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by any of the parties hereto without prior written consent of the other parties hereto. Any assignment in violation of the foregoing shall be void and of no effect.

          (g) No Third Party Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that Parent shall be a third party beneficiary of this Agreement with the right to enforce any and all rights, benefits and remedies of Stockholder hereunder.

          (h) Cooperation. Stockholder agrees to cooperate fully with the Company and to execute and deliver such further documents, certificates, agreements and instruments and to take such

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other actions as may be reasonably requested by the Company to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purpose of this Agreement.

          (i) Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable in any jurisdiction, (a) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of their invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

          (j) Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

          (k) Specific Performance; Injunctive Relief. The parties hereto acknowledge that the Company shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth in this Agreement. Therefore, Stockholder hereby agrees that, in addition to any other remedies that may be available to the Company upon any such violation, the Company shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to such party at law or in equity without posting any bond or other undertaking.

          (l) Notices. All notices, demands and other communications pertaining to this Agreement (“Notices”) shall be in writing and addressed as follows: (i) if to the Company, to the address, e-mail address or facsimile provided in the Merger Agreement, including to the Persons designated therein to receive copies; and (ii) if to Stockholder, to Stockholder’s address, e-mail address or facsimile shown below Stockholder’s signature on the last page hereof. Notices shall be deemed given (a) on the first (1^st) Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery, (b) upon machine generated acknowledgement of receipt after transmittal by facsimile if so acknowledged to have been received before 5:00 p.m. on a Business Day at the location of receipt and otherwise on the next following Business Day or (c) when sent, if sent by electronic mail before 5:00 p.m. on a Business Day at the location of receipt and otherwise the next following Business Day. Any party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

          (m) Counterparts. This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.

          (n) Headings. The headings contained in this Agreement are for the convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

          (o) Legal Representation. This Agreement was negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation thereof.

[Remainder of Page Left Blank]

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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.

COMMERCIAL INDUSTRIAL FINANCE CORP.		BOUNTY INVESTMENTS, LLC
		By:	/s/ Andrew Intrater
By:	/s/ Peter Gleysteen	Name:	Andrew Intrater
Name: Title:	Peter Gleysteen Chief Executive Officer	Title:	Chief Executive Officer

Address:
c/o Columbus Nova
900 Third Avenue, 19th Floor
New York, NY 10022
Attention: Paul Lipari
Facsimile: (212) 308-6623
E-mail Address: plipari@columbusnova.com

With copies to:
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Attention: James C. Gorton, Esq.
Facsimile: (212) 751-4864
E-mail Address: james.gorton@lw.com

Shares Beneficially Owned:

4,545,455 shares of Parent Common Stock

4,132,231 shares upon conversion of the Senior Subordinated Convertible Notes

Signature Page to Voting Agreement

EX-99.4

Bounty Investments, LLC
c/o Columbus Nova
900 Third Avenue, 19th Floor
New York, NY 10022

December 21, 2010

Deerfield Capital Corp.
6250 North River Road
Rosemont, IL 60018
Attention: Robert Contreras

CIFC Parent Holdings LLC
250 Park Avenue, 5th Floor
New York, NY 10177
Attention: Peter Gleysteen

     Re:   Waiver of Conversion Rate Adjustment

Ladies and Gentlemen:

     Reference is made to that certain the Agreement and Plan of Merger, dated as of December 21, 2010 (the “Merger Agreement”), by and among Deerfield Capital Corp., a Maryland corporation (“Parent”), Bulls I Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent, Bulls II Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, Commercial Industrial Finance Corp., a Delaware corporation (the “Company”), and CIFC Parent Holdings LLC (“CIFC Parent”), a Delaware limited liability company and the sole stockholder of the Company.

     Reference is also made to those certain Senior Subordinated Convertible Notes due December 9, 2017 of Parent in the original principal amount of $25,000,000 (together with all PIK Interest, if any, accrued thereon to date (whether or not actually paid or capitalized as of the date hereof), the “Notes”) issued pursuant to that certain Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010 (the “Notes Purchase Agreement”), between Parent and Bounty Investments, LLC (“Bounty”). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement or the Notes Purchase Agreement, as applicable.

     In connection with the Merger, Parent is issuing to the Company Stockholder 9,090,909 shares of Parent Common Stock (the “Equity Consideration”) in addition to certain cash payments to CIFC Parent, all in accordance with the terms of the Merger Agreement. In consideration for the Company entering into the Merger Agreement, Bounty hereby represents, warrants and agrees as follows:

     1. Notes. As of the date first written above, Bounty is the registered owner of $25,000,000 in aggregate principal amount of the Notes which each of Parent, and to the

Knowledge of Bounty, equals all of the Notes issued by Parent pursuant to the Notes Purchase Agreement.

     2. Conversion Rate. Pursuant to Section 10.2 of the Notes Purchase Agreement, adjustments to the Conversion Rate may be made with the consent of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, PIK Interest).

     3. Waiver of Conversion Rate Adjustment. Subject to the termination of this document pursuant to Section 4 hereof, Bounty hereby waives for itself and for all subsequent transferees of the Notes any and all adjustments to the Conversion Rate that may be required pursuant to Section 6 of the Notes Purchase Agreement and paragraph (xiv) of the Notes solely as a result of the issuance by Parent of the Equity Consideration to the Company Stockholder as consideration for the Merger (the “Waiver”).

     4. Effective Date. This Waiver is effective as of the date first written above and shall terminate automatically, and without any further action by Bounty, upon the termination of the Merger Agreement if at such time the Merger has not been consummated.

     5. Reservation of Rights. This Waiver is specifically limited to the matters expressly set forth in Section 3 above, and nothing herein nor any action or inaction by Bounty shall be construed to constitute a waiver or consent with respect to any other matter. Except as expressly set forth in Section 3, Bounty hereby specifically reserves all of its rights and privileges as a Holder under the Notes and the Notes Purchase Agreement.

     6. Applicable Law. This Waiver is governed by and to be construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles or rules thereof which would require application of the law of another jurisdiction. Any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Waiver or the subject matter hereof may only be brought in the courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County.

     7. Section and Other Headings. The section and other headings contained in this Waiver are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

[Remainder of page left intentionally blank]

Sincerely, Bounty Investments, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

Signature Page to Dilution Waiver

Acknowledged as of the date first above written:

Deerfield Capital Corp.
By:	/s/ Robert A. Contreras
	Name:	Robert A. Contreras
	Title:	Senior Vice President & General Counsel

Signature Page to Dilution Waiver

Acknowledged as of the date first above written:

Commercial Industrial Finance Corp.
By:	/s/ Peter Gleysteen
	Name:	Peter Gleysteen
	Title:	Chief Executive Officer

Signature Page to Dilution Waiver