Exhibit 4.2
FIRST AMENDMENT
TO WARRANT NO. B TO PURCHASE COMMON STOCK
This First Amendment (the “
Amendment ”) to Warrant No. B to Purchase Common
Stock dated April 9, 2009 (“ Warrant B ”)
is made on this 23rd day of September, 2009, by and between
Deerfield Capital Corp., a Maryland corporation (the “
Company ”) and Pegasus Deerfield (AIV), LLC, a
Delaware limited liability company (together with its permitted
transferees, successors, Affiliates (as such term is defined in
Warrant B) and assigns, the “ Holder ”). The
Company and the Holder are collectively referred to herein as the
“ Parties ”.
W I T N E S S E T
H:
WHEREAS, on April 9, 2009, the
Company executed Warrant B providing that the Holder be entitled to
purchase 500,000 fully paid nonassessable shares of Common Stock
(as defined therein) upon the terms set for therein;
WHEREAS, the Parties desire to amend
Warrant B on the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties hereto, the Parties agree as
follows:
1. Definitions . All capitalized terms not
otherwise defined herein shall
