AMENDED AND RESTATED TRUST AGREEMENT among DEERFIELD TRIARC CAPITAL LLC, as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...Trust Agreement • August 7th, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 2, 2006, among (i) Deerfield Triarc Capital LLC, a Delaware limited liability company (including any successors or permitted assigns, the “Depositor”), (ii) JPMorgan Chase Bank, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”) and (iv) Frederick L. White, an individual, and Robert C. Grien, an individual, each of whose address is c/o Deerfield Triarc Capital Corp., 6250 N. River Road, 9th Floor, Rosemont, IL 60018, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”).
PARENT GUARANTEE AGREEMENT between DEERFIELD TRIARC CAPITAL CORP. as Parent Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of August 2, 2006 DEERFIELD TRIARC CAPITAL LLCParent Guarantee Agreement • August 7th, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
This PARENT GUARANTEE AGREEMENT, dated as of August 2, 2006, executed and delivered by Deerfield Triarc Capital Corp. (the “Parent Guarantor”) having its principal office at 6250 N. River Road, 9th Floor, Rosemont, Illinois 60018, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Trust (as defined herein), the Holders (as defined herein) and the Note Holders (as defined herein) from time to time of the Notes (as defined herein) of Deerfield Triarc Capital LLC, a Delaware limited liability company (the “Company”).
PURCHASE AGREEMENT among DEERFIELD TRIARC CAPITAL CORP. DEERFIELD TRIARC CAPITAL LLC DEERFIELD TRIARC CAPITAL TRUST II and BEAR, STEARNS & CO. INC.Purchase Agreement • August 7th, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
In rendering such opinions, such counsel may (A) state that its opinion is limited to the laws of the State of Delaware, (B) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials and (C) take customary assumptions and exceptions as to enforceability and other matters.
JUNIOR SUBORDINATED INDENTURE between DEERFIELD TRIARC CAPITAL LLC and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeDeerfield Triarc Capital Corp • August 7th, 2006 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of August 2, 2006, between DEERFIELD TRIARC CAPITAL LLC, a Delaware limited liability company (the “Company”), and JPMORGAN CHASE BANK, National Association,a national banking association, as Trustee (in such capacity, the “Trustee”).
TABERNA SECURITIES, LLCLetter Agreement • August 7th, 2006 • Deerfield Triarc Capital Corp • Real estate investment trusts • New York
This letter agreement (the “Agreement”) confirms the discussions between Taberna Securities, LLC (“TS”) and Deerfield Triarc Capital Corp. (“Issuer”) regarding TS’s arrangement of a Rule 144A offering or private placement (any such offering or placement, an “Offering”) of the securities described below (the “Securities”). As part of the Offering, TS hereby agrees, subject to the obligations specified herein, to cause the Securities to be purchased by one or more special purpose entities (individually and collectively, the “SPV”) (which Securities will be a portion of a portfolio of multiple separate issues of Securities).
