JUNIOR SUBORDINATED NOTE PURCHASE
AGREEMENT
JUNIOR SUBORDINATED NOTE PURCHASE
AGREEMENT, dated as of September 29, 2005 (this
“Agreement”), between Deerfield Triarc Capital LLC, a
Delaware limited liability company (the “Company”), and
Deerfield Triarc Capital Trust I, a statutory trust created under
the laws of the State of Delaware (the “Trust”),
relating to the Junior Subordinated Notes due October 30, 2035 (the
“Junior Subordinated Notes”), issuable pursuant to an
Indenture, dated as of September 29, 2005 (the
“Indenture”), between the Company and JPMorgan Chase
Bank, National Association, as Indenture Trustee. Capitalized terms
used herein and not otherwise defined herein have the respective
meanings ascribed thereto in the Purchase Agreement (as defined
below).
WHEREAS, the Company, the Guarantor,
the Trust and the Purchasers named therein have entered into
Purchase Agreements, dated September 29, 2005 (the “Purchase
Agreements”), in connection with the issuance and sale of
Preferred Securities (liquidation amount of $1,000 per security)
(the “Preferred Securities”) by the Trust;
and
WHEREAS, the Company and the Trust
have entered into a Common Securities Subscription Agreement, dated
September 29, 2005 (the “Common Securities Subscription
Agreement”), in connection with the issuance and sale of
common securities (liquidation amount of $1,000 per security) (the
“Common Securities”) by the Trust; and
WHEREAS, in connection with the
Purchase Agreements and the Common Securities Subscription
Agreement and the issuance and sale of the Preferred Securities and
Common Securities pursuant thereto
