THIRD SUPPLEMENTAL INDENTURE

Exhibit 10.3

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 31, 2009 (this “ Supplemental Indenture ”) is entered into by and between Deerfield Capital LLC, a Delaware limited liability company (formerly Deerfield Triarc Capital LLC ) (the “ Company ”), and The Bank of New York Mellon Trust Company, National Association , a national banking association (as successor to JPMorgan Chase Bank, National Association) , as trustee (the “ Trustee ”).

Reference is made to the Junior Subordinated Indenture dated as of October 27, 2006 (the “ Original Indenture ”) by and between the Company and the Trustee, the Supplemental Indenture dated May 6 2008 between the parties hereto (the “ First Supplemental Indenture ”) and the Second Supplemental Indenture dated September 26, 2008 between the parties hereto (the “ Second Supplmental Indenture ” and together with the Original Indenture and the First Supplemental Indenture, the “ Indenture ”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms under the Indenture.

WHEREAS, the holders will be entering into similar supplemental indentures in relation to the Junior Subordinated Indenture dated as of September 29, 2005 and August 2, 2006 (such supplemental indentures being the “ Related Supplemental Indentures ”);

WHEREAS, the Holders of the Preferred Securities desire to amend the Indenture to amend certain covenants;

WHEREAS, the Company desires to amend Article V of the Indenture to include certain additional events of default; and

WHEREAS, the Company desires to amend Article X of the Indenture to include certain additional covenants.

NOW, THEREFORE, in consideration of the foregoing, the Trustee and the Company are entering into this Supplemental Indenture pursuant to Section 9.2 of the Indenture as follows:

ARTICLE I
AMENDMENTS TO INDENTURE

Section 1.01 Section 1.1 of the Indenture is amended by inserting, in the appropriate alphabetical order, the following:

“ Attributable Indebtedness ” means, when used with respect to any sale and leaseback transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Guarantor’s or its Subsidiary’s, as applicable, then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such sale and leaseback transaction.

“ Capital Lease ” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“ Capital Stock ” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued hereafter.

“ Cash ” means Money or a credit balance in a Deposit Account.

“ Conflict ” or “ Conflicting ” means, with respect to any Contractual Obligation, Organizational Document, Requirement of Law, Consent or Other Action or any other item, any conflict with, breach of or default under, or any triggering of any remedial rights, benefits, or obligations under or in connection with, the terms of such item.

“ Consent(s) and/or Other Action ” means any consent, authorization, Judgment, directive, approval, license, certificate, registration, permit, exemption, filing, notice, declaration or other action by, with or to any Person.

“ Consolidated Amortization Expense ” shall mean, for any period, the amortization expense of the Guarantor and its Subsidiaries (including discount amortization on investments, loans and debt issuance) for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Depreciation Expense ” shall mean, for any period, the depreciation expense of the Guarantor and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income of the Guarantor and its Subsidiaries for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to the portion of Consolidated Net Income attributable to any Subsidiary of the Guarantor only if a corresponding amount would be permitted at the date of determination to be distributed to the Guarantor by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organization Documents and all Contractual Obligations and Requirements of Law applicable to such Subsidiary or its equity holders): (a) Consolidated Interest Expense for such period; (b) Consolidated Amortization Expense for such period; (c) Consolidated Depreciation Expense for such period; (d) Consolidated Tax Expense for such period; (e) costs and expenses incurred in connection with any acquisition and other one-time or non-recurring charges; (f) non-cash stock or option based compensation; and (g) the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period, and (y) subtracting therefrom, only to the extent (and in the same proportion) included in determining such Consolidated Net Income and without duplication the aggregate amount of all non-cash items (other than any pay-in-kind interest, pay-in-kind dividends, capitalized interest and similar non-cash interest and dividends payable on, or in connection with, Financial Assets) increasing Consolidated Net Income, including any non-cash gains on the sale of Investments (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period. It is agreed that a reduction in the carrying value of an asset (whether through write-down or write-off or increase in a loan loss or other valuation reserve) constitutes a non-cash item for purposes of this definition.

“ Consolidated Guarantor Debt ” means, for the Guarantor and its Subsidiaries, as of any date of determination, the aggregate principal amount of Indebtedness of the type specified in clauses (a), (b), (d), (e) and (f) of the definition of “Indebtedness” and non-contingent obligations of the type specified in clause (c) of such definition, less any such Indebtedness permitted under Section 10.11(a)(ii) .

“ Consolidated Interest Expense ” means for any period, the total consolidated interest expense of the Guarantor and its Subsidiaries for such period with respect to Consolidated Guarantor Debt plus , without duplication: (a) imputed interest on obligations under any Capital Lease and Attributable Indebtedness of the Guarantor and its Subsidiaries for such period; (b) commissions, discounts and other fees and charges owed by the Guarantor or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period; (c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by the Guarantor or any of its Subsidiaries for such period; (d) all interest paid or payable with respect to discontinued operations of the Guarantor or any of its Subsidiaries for such period; (e) the interest portion of any deferred payment obligations of the Guarantor or any of its Subsidiaries for such period; and (f) all interest on any Indebtedness of the Guarantor or any of its Subsidiaries of the type described in clause (g) or (h) of the definition of “ Indebtedness ” for such period.

“ Consolidated Net Income ” means for any period, the consolidated net income (or loss) of any Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of the Guarantor and its Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person (other than a Subsidiary of the Guarantor or the Company) in which the Guarantor or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Guarantor or such Subsidiary in the form of dividends or similar distributions and (b) the income (or deficit) of, but not any actual cash dividends received from, any Subsidiary of the Guarantor, if a corresponding amount would not be permitted at the date of determination to be distributed to the Guarantor by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organizational Documents and all Contractual Obligations (other than under any document in relation to the Seller Notes or the Securities) and Requirements of Law applicable to such Subsidiary or its equity holders) provided further that in calculating Consolidated Net Income of the Guarantor and its Subsidiaries for any period, there shall be included the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Guarantor or is merged into or consolidated with the Guarantor or any of its Subsidiaries.

“ Consolidated Tax Expense ” shall mean, for any period, the tax expense of the Guarantor and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“ Contractual Obligations ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

“ Deerfield Capital Intercompany Notes ” means the Revolving Notes issued by the Company, as maker, to the order of (i) DFR Middle Market Sub-1, Inc., a Delaware corporation, (ii) DFR Middle Market Sub-2, Inc., a Delaware corporation, (iii) DFR Middle Market Sub-3, Inc., a Delaware corporation, (iv) DFR Middle Market Sub-4, Inc., a Delaware corporation, and (v) DFR Middle Market Sub-5, Inc., a Delaware corporation, in each case of (i) through and including (v) above, for a principal amount of up to $100,000,000, (y) dated as of January 1, 2008, and (z) without giving effect to any amendment thereof entered into after May 12, 2008.

“ Deerfield Special Purpose Entities ” means (i) Access Institutional Loan Fund, Bridgeport CLO Ltd., Bridgeport CLO II Ltd., Bryn Mawr II CLO Ltd., Buckingham CDO Ltd., Buckingham CDO II Ltd., Buckingham CDO III Ltd., Burr Ridge CLO Plus Ltd., Deerfield Triarc TRS (Bahamas) Ltd., DFR Middle Market CLO Ltd., DWFC, LLC, Castle Harbor II CLO Ltd., Muirfield Trading LLC, Coltrane CLO P.L.C., Cumberland II CLO Ltd., Forest Creek CLO Ltd., Gillespie CLO PLC, Knollwood CDO Ltd., Knollwood CDO II Ltd., Long Grove CLO Ltd., Market Square CLO Ltd., Marquette Park CLO Ltd., Mid Ocean CBO 2000-1 Ltd., Mid Ocean CBO 2001-1 Ltd., NorthLake CDO I, Limited, Oceanview CBO I, Ltd., Pinetree CDO Ltd., River North CDO Ltd., Rosemont CLO, Ltd., Schiller Park CLO Ltd., Valeo Investment Grade CDO Ltd., Valeo Investment Grade CDO II Ltd., Western Springs CDO Ltd., Credit-Linked Enhanced Asset Repackagings (C.L.E.A.R.) PLC (Aramis), DM Fund LLC, DM Fund Ltd., Deerfield Synthetic Options Fund Ltd., Deerfield Relative Value Fund Ltd., DRV Sunrise Fund I, Ltd., LIBOR Enhanced Arbitrage Portfolio, Ltd., Leap Trading, Ltd., and (ii) any Person in which the Guarantor or any of its Subsidiaries made or maintains an investment permitted under the documents related to the Seller Notes and (x) to which the Guarantor or any of its Subsidiaries provides investment management services or (y) which is directly or indirectly Controlled by the Guarantor.

“ Deposit Account ” shall have the meaning accorded to such term in the UCC.

“ Designated Preferred Stock ” means the shares of series A preferred stock of the Guarantor, par value $0.001 per share, having a liquidation preference of $10.00 per share received by the Purchasers and the other sellers in connection with the acquisition by the Guarantor of Deerfield & Co. and any shares of such Series A preferred stock issued as a dividend paid-in-kind thereon, and any security into which such series A preferred stock or any portion thereof is converted, exchanged, reclassified, recapitalized or the like.

“ Disqualified Capital Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (i) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to a date that is 181 days after the Maturity Date, (ii) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock referred to in clause (i) above, in each case at any time on or prior to a date that is 181 days after the Maturity Date, (iii) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations and (iv) provides the holders of such Capital Stock with any rights to receive any cash upon the occurrence of a change of control ( provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Maturity Date shall not constitute Disqualified Capital Stock if such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Seller Notes. In no event shall Disqualified Capital Stock include trust preferred securities or any Designated Preferred Stock.

“ Fair Market Value ” means (i) with respect to any asset or group of assets at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner having regard to the nature and characteristics of such asset, as reasonably determined in good faith by the Guarantor and (ii) with respect to any marketable security that cannot be valued in accordance with the preceding clause (i), the closing sale price of such security on the Business Day preceding such date, as appearing in any published list of any national securities exchange or the NASDAQ Stock Market or, if there is no such closing sale price of such security, the final price for the purchase of such security at face value quoted on such Business Day by a financial institution of recognized standing regularly dealing in Securities of such type and selected by the Guarantor.

“ Fifth Third Facility ” means the Revolving Note, dated February 2, 2006, executed by the Management Company and made payable to the order of Fifth Third Bank, Fifth Third Bancorp, for itself and as agent for any affiliates of Fifth Third Bancorp.

“ Financial Assets ” means (i) all financial assets (as defined in the UCC) and (ii) Capital Stock in any Deerfield Special Purpose Entity, securities (including equity and debt, and whether or not such securities are themselves backed by mortgages, loans or other Financial Assets), bonds, notes, debentures, loans, derivative instruments, collateralized loan obligations, collateralized debt obligations, “warehouse” loan facilities, loan securitization facilities or any other similar credit facilities or investment vehicles.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank, public office, court, arbitration or mediation panel, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government.

“ Guarantor Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Guarantor Debt to (b) Consolidated EBITDA of the Guarantor and its Subsidiaries for the last four fiscal quarters of the Guarantor ending on, or most recently before, such date.

“ Guaranty and Pledge Agreements ” means (a) the Series A Guaranty and Pledge Agreement dated as of December 21, 2007 among the parties to the Series A Note Purchase Agreement and (b) the Series B Guaranty and Pledge Agreement dated as of December 21, 2007 among the parties to the Series B Note Purchase Agreement.

“ Indebtedness ” means, as applied to any Person: (a)(i) all indebtedness for borrowed money, and (ii) all Disqualified Capital Stock; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (other than trade payables entered into in the ordinary course of business); (c) the principal amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments (other than checks in the ordinary course of the business), including obligations so evidenced incurred in connection with the acquis