EXHIBIT 10.1


                          Sachs Capital Management LLC
                       c/o Redleaf Management Company, LLC
                          8750 W. Bryn Mawr, Suite 620E
                             Chicago, Illinois 60631


                                                May 25, 2007

Deerfield & Company LLC
One O'Hare Centre
9th Floor
6250 N. River Road
Rosemont, Illinois 60018

Triarc Companies, Inc.
280 Park Ave.
New York, New York 10017

                        RE: Exercise of Put Right
                            ---------------------

     Reference  is  made  to (i)  the  Fourth  Amended  and  Restated  Operating
Agreement of Deerfield & Company LLC (the "Company"),  dated as of June 26, 2004
(as  amended,  supplemented  or  otherwise  modified  from  time  to  time,  the
"Operating Agreement"), (ii) the notice provided to Sachs Capital Management LLC
("SCM") pursuant to Section  9.11(e)(iv) of the Operating  Agreement,  by letter
dated April 23, 2007 (the "Company Sale  Notice"),  (iii) the extension  letter,
dated May 17, 2007,  by and among SCM,  Spensyd Asset  Management  LLLP, a Sachs
Affiliated Party ("SAM"),  the Company,  Triarc Companies,  Inc.  ("Triarc") and
Triarc  Deerfield  Holdings,  LLC (as the  holder of a  majority  of the  Voting
Membership  Interests) and (iv) the Employment  Agreement,  dated as of June 26,
2004 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Employment Agreement"), among the Company, Deerfield Capital Management LLC and
Gregory H. Sachs  ("Sachs").  Capitalized  terms used  herein and not  otherwise
defined  shall  have  the  meaning  ascribed  to  such  terms  in the  Operating
Agreement.

     1. Put Election.

          (a) Pursuant to Section  9.11(e)(iv) of the Operating  Agreement,  and
subject to paragraph  1(b)  hereof,  SCM and SAM each hereby  provide  notice to
Triarc  and the  Company  of the  irrevocable  exercise  of their  put  right in
connection  with the Company  Sale  contemplated  by the  Agreement  and Plan of
Merger,  dated as of April  19,  2007 (as  amended,  supplemented  or  otherwise
modified  from time to time,  the "Merger  Agreement"),  by and among  Deerfield
Triarc Capital Corp. ("DFR"), DFR Merger Company LLC, the Company and Triarc, as
sellers' representative, and referenced in the Company Sale Notice (the "Company
Sale Put Right")  with  respect to the 23.040%  Percentage  Interest (or 23.839%
Percentage  Interest before giving effect to the Class C Profits Only Interests)
beneficially  owned  by SCM  and  the  1.948%  Percentage  Interest  (or  2.015%
Percentage  Interest before giving effect to the Class C Profits Only Interests)
beneficially  owned  by SAM,  as of the  date  hereof,  constituting  all of the
Membership  Interests  beneficially  owned by all Sachs Affiliated Parties as of
the date hereof.

          (b)  Notwithstanding  anything to the contrary  contained herein or in
the Operating  Agreement,  SCM shall have the right  (exercisable by delivery of
written  notice to the Company and Triarc no later than five Business Days after
delivery  by the  Company or Triarc of a written  notice  described  in the next
sentence) to withdraw  the  exercise of the Company Sale Put Right  contained in
paragraph 1(a) hereof,  if there is any material  change or  modification in the
terms or structure of the transactions contemplated by the Merger Agreement. The
Company or Triarc shall give written  notice to SCM no later than three Business
Days  after  any  changes  to  the  terms  or  structure  of  the   transactions
contemplated by the Merger Agreement.  If such exercise is withdrawn pursuant to
this paragraph 1(b), the Company Sale Put Right shall be reinstated and shall be
exercisable  in  connection  with the Company  Sale  contemplated  by the Merger
Agreement as so changed or modified (or any other Company Sale).

     2. Resignations.

          (a) As required under Section  9.11(e)(iv) of the Operating  Agreement
in connection with the Company Sale Put Right exercised  hereby,  and subject to
paragraph 2(c) hereof,  Sachs hereby  irrevocably  tenders his  resignation,  to
become effective subject to and immediately upon the closing of the Company Sale
contemplated by the Merger Agreement,  from all positions of employment with the
Company and its Subsidiaries. Notwithstanding anything to the contrary contained
in the  Operating  Agreement,  the  Company  and Sachs  agree  that,  solely for
purposes  of  calculating  the amount of  Severance  Benefit  (as defined in the
Employment Agreement) payable to Sachs under the Employment  Agreement,  Sachs's
resignation  shall be deemed to be a termination of employment "by the Deerfield
Companies   without  Cause  (other  than  by  reason  of  Employee's   death  or
Disability)".  For  purposes  of  determining  the  timing  of  payment  of such
Severance  Benefits,  the date of the Notice of  Termination  (as defined in the
Employment  Agreement)  shall be  deemed  to be the date of the  closing  of the
Company Sale.

          (b)  Furthermore,  as required  under  Section 3(f) of the  Employment
Agreement,  and subject to paragraph  2(c) hereof,  in  connection  with Sachs's
resignation of employment as tendered hereby,  Sachs hereby irrevocably  tenders
his resignation, to become effective subject to and immediately upon the closing
of the Company  Sale  contemplated  by the Merger  Agreement,  as a director and
Chairman of the Board of the Company and its  Subsidiaries  and as an officer or
director  of any  Affiliate  of  the  Deerfield  Companies  (as  defined  in the
Employment  Agreement).  The  foregoing  does not apply to, or  effect,  Sachs's
position as a member of the board of directors of DFR.

          (c)  Notwithstanding  anything to the contrary  contained herein or in
the Employment Agreement, the resignations contained in paragraphs 2(a) and 2(b)
hereof  shall be deemed  withdrawn if the exercise of the Company Sale Put Right
contained in paragraph 1(a) hereof is withdrawn pursuant to Section 1(b) hereof.

     3. Determination and Payment of Standard Price.

          (a)  Notwithstanding   anything  to  the  contrary  contained  in  the
Operating  Agreement,  the parties  hereto have mutually  determined,  through a
process  of  negotiation,  and  hereby  agree  that the  Standard  Price for the
Membership  Interests  subject to the Company Sale Put Right shall be calculated
using a Fair Market Value for all outstanding  Membership  Interests  (including
those  Membership   Interests   subject  to  the  Company  Sale  Put  Right)  of
$285,373,000  minus the amount of the Severance Benefit  determined  pursuant to
paragraph  2(a)  hereof  and the Pro Rata Bonus (as  defined  in the  Employment
Agreement) that is actually subtracted from the Aggregate Cash Consideration (as
defined in the Merger  Agreement) in determining the Closing Date Aggregate Cash
Consideration  (as  defined  in the  Merger  Agreement  as in effect on the date
hereof) (such amount, the "Agreed Upon Fair Market Value").  Notwithstanding the
foregoing,  to the extent the  calculation of the Severance  Benefit  determined
pursuant to paragraph 2(a) hereof differs from the  calculation of the Severance
Benefit  that  would  have  resulted  under  the  Employment   Agreement  for  a
termination  of  employment  "by the Employee for Good  Reason",  such  positive
difference  shall,  solely for  purposes  of this  paragraph  3(a),  result in a
dollar-for-dollar  reduction  in the Agreed Upon Fair  Market  Value only to the
extent such positive  difference  was not  subtracted  from the  Aggregate  Cash
Consideration  in determining  the Closing Date  Aggregate  Cash  Consideration.
Triarc and the Company each represents and warrants that the last version of the
schedule of Company Expenses (as defined in the Merger Agreement) anticipated to
be incurred prior to the closing of the Company Sale  contemplated by the Merger
Agreement  that was  delivered to SCM and SAM on the date hereof was prepared in
good faith based on currently available estimates and judgments.

          (b) The  parties  hereto  further  agree  that the  Standard  Price in
connection with the Company Sale Put Right shall be calculated as follows:

($149,224,590 x (23.839% + 2.015%)) + ((the Agreed Upon Fair Market Value -
$149,224,590) x (23.040% + 1.948%)) = Standard Price

     The  Standard  Price  as so  computed  shall  be  paid  by  Triarc  in full
satisfaction  of its  obligations  under  Section  9.11(e)(iv)  of the Operating
Agreement by wire transfer of immediately-available funds to accounts designated
by SCM and SAM,  respectively,  against delivery by SCM and SAM to Triarc of the
Membership  Interests  subject to the Company  Sale Put Right (which SCM and SAM
hereby represent and warrant to Triarc shall be owned of record and beneficially
by them free and clear of all Liens),  contemporaneously with the closing of the
Company Sale contemplated by the Merger Agreement.  Notwithstanding  anything to
the contrary contained in the Operating  Agreement,  no interest shall accrue on
the Standard  Price as determined  hereunder from the date hereof to the date of
payment.

     4. Status as Member.  The parties hereto  acknowledge  and agree that until
the consummation of the Company Sale and the Company Sale Put Right, SCM and SAM
shall be entitled to all rights as, and subject to all  obligations  of, Members
for  purposes  of  the  Operating  Agreement,   and  all  rights,  but  not  any
obligations, as Members for purposes of the Merger Agreement, including Sections
6.1(b)(xvi),  6.21  and 6.22 of the  Merger  Agreement;  provided,  that for all
purposes  under  Article III of the Merger  Agreement  and Sections 11.1 through
(and including) 11.8 of the Merger Agreement,  Triarc (and not SCM or SAM) shall
be considered a "Member that held issued and outstanding Membership Interests as
of  immediately  prior  to the  Effective  Time"  and "a  holder  of  Membership
Interests issued and outstanding as of immediately  prior to the Effective Time"
(or similar  concept) with respect to the  Membership  Interests  subject to the
Company Sale Put Right;  provided  further,  (1) that for purposes of the second
sentence of Section  6.22(a),  SCM and SAM (and not Triarc)  shall be considered
"Members that held issued and outstanding Membership Interests as of immediately
prior to the Effective Time" with respect to the Membership Interests subject to
the  Company  Sale Put Right  and shall be  entitled  to  payments,  if any made
pursuant  thereto and (2) that  nothing  contained  herein  shall affect SCM and
SAM's rights  under  Section 6.14 which shall  survive the  consummation  of the
Company Sale without  limitation.  In furtherance of the foregoing,  the parties
acknowledge and agree that the distributions that are made by the Company to its
members,  including  without  limitation  SCM and SAM, in accordance  with their
respective  Percentage  Interests  (as defined in the  Operating  Agreement)  in
effect  at the  time of each  such  distribution,  prior to the  closing  of the
Company  Sale  contemplated  by the Merger  Agreement  shall  satisfy  fully the
Company's obligations under Section 9.11(g) of the Operating Agreement.

     The parties  hereto agree that except as expressly  provided  herein,  this
letter agreement shall not by implication or otherwise,  alter, modify, amend or
in any way  affect  any of the  terms,  conditions,  obligations  or  agreements
contained  in the  Operating  Agreement  or the  Employment  Agreement  and  the
Operating Agreement and the Employment  Agreement shall each otherwise remain in
full force and effect in accordance with its terms.  This letter agreement shall
be governed by and construed in accordance with the domestic substantive laws of
the State of Illinois,  without  giving  effect to any choice or conflict of law
provision  or rule that  would  cause the  application  of the laws of any other
jurisdiction.  This letter  agreement  shall be binding on the parties and their
respective  successors  and  permitted  assigns.  This letter  agreement and any
rights and  obligations  hereunder  may not be assigned by any party without the
prior written consent of the other parties,  except in connection with a sale of
all or  substantially  all of the  assets  of such  party  in  which  all of the
obligations of such party hereunder are assumed by the purchaser of such assets.
None of the provisions in this letter  agreement  shall be for the benefit of or
enforceable by any Person other than the parties and their respective successors
and permitted  assigns.  This letter  agreement may be executed in any number of
counterparts  with the same effect as if all signing parties had signed the same
document and shall constitute the same instrument.

                            [Signature page follows.]


<PAGE>


     If the foregoing accurately reflects our understanding,  please so indicate
by signing below and returning a copy of this letter to us.


                                  Very truly yours,

                                  SACHS CAPITAL MANAGEMENT LLC


                                  /s/GREGORY H. SACHS
                                  ------------------------------
                                  By:  Gregory H. Sachs
                                  Its: Manager


                                  SPENSYD ASSET MANAGEMENT LLLP

                                  By:  Rosedon Capital Holdings, LLC
                                  Its: General Partner


                                  /s/GREGORY H. SACHS
                                  ------------------------------
                                  By:  Gregory H. Sachs
                                  Its: Manager


                                  /s/GREGORY H. SACHS
                                  ------------------------------
                                  Gregory H. Sachs


Agreed to and accepted as of
the date first written above:

DEERFIELD & COMPANY LLC


/s/LUKE D. KNECHT
-----------------------------
By: Luke D. Knecht
Its:Chief Operating Officer




TRIARC COMPANIES, INC.


/s/BRIAN L. SCHORR
-----------------------------
By:  Brian L. Schorr
Its: Executive Vice President