REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT DATED AS OF DECEMBER 21, 2007 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG TRIARC DEERFIELD HOLDINGS, LLC, AND JONATHAN TRUTTER AS...Note Purchase Agreement • December 27th, 2007 • Triarc Companies Inc • Retail-eating & drinking places • New York
This NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2007, by and among DFR MERGER COMPANY, LLC, an Illinois limited liability company (“Buyer Sub”), DEERFIELD & COMPANY LLC, an Illinois limited liability company (“Deerfield & Co.” and, together with the Buyer Sub, the “Issuer”), DEERFIELD TRIARC CAPITAL CORP., a Maryland corporation (“DFR” or the “Parent”), TRIARC DEERFIELD HOLDINGS, LLC, as Collateral Agent, the purchasers signatory hereto, as purchasers (in such capacity, the “Purchasers”) TRIARC DEERFIELD HOLDINGS, LLC (“TDH”), as administrative holder (in such capacity, the “Administrative Holder”), and each other Holder (as hereinafter defined) from time to time party hereto as provided herein.
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENTCollateral Agency and Intercreditor Agreement • December 27th, 2007 • Triarc Companies Inc • Retail-eating & drinking places • New York
THIS COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of December 21, 2007, is made by and among TRIARC DEERFIELD HOLDINGS, LLC, JONATHAN W. TRUTTER, PAULA HORN, and the JOHN K. BRINCKERHOFF AND LAURA R. BRINCKERHOFF REVOCABLE TRUST, as holders of the Series A Notes referenced below (together with their respective successors and assigns, the “Series A Holders”), SACHS CAPITAL MANAGEMENT LLC, SPENSYD ASSET MANAGEMENT LLLP, and SCOTT A. ROBERTS, as holders of the Series B Notes referenced below (together with their respective successors and assigns, the “Series B Holders”), TRIARC DEERFIELD HOLDINGS, LLC, as collateral agent (the “Initial Collateral Agent” and, together with any replacement or successor agent, the “Collateral Agent”) for the Series A Holders and the Series B Holders (collectively, the “Noteholders”), DEERFIELD & COMPANY LLC (the “Issuer”) and DEERFIELD CAPITAL CORP. (the “Parent”). Capitalized terms used in this paragraph and the following recit
