30, 2007 Class A Common Stock, $.10 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ý Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. □Yes ý Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.ý □ Data.”No.1
No. 1)31, 2006.)TRANSITION) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934Delaware 38-0471180 (State or other Jurisdictionjurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Incorporation or Organization)1155 Perimeter Center West, Atlanta, GeorgiaIdentification No.)30338 280 Park AvenueNew York, New York10017(Address of Principal Executive Offices)principal executive offices)(Zip Code) (212) 451-3000
(678) 514-4100Title of Each Class Name of Each Exchange
on Which RegisteredNew York Stock Exchange Class B Common Stock, Series 1, $.10 par value New York Stock Exchange New York Stock ExchangeNonexYes □NooNooYesxNoxYes □NooNoxnon-accelerated filer.smaller reporting company. See definitiondefinitions of "accelerated"large accelerated filer,” “accelerated filer,” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):xAccelerated filer o□Non-accelerated filer o□Smaller reporting company □ oYesxNo30, 200629, 2007 was approximately $984,464,928.$1,009,949,681. As of February 15, 2008, t2007, therehere were 28,850,67228,884,858 shares of the registrant's Class A Common Stock and 63,762,19063,885,043 shares of the registrant’s Class B Common Stock, Series 1, outstanding.31, 2006.30, 2007.Triarc Companies, Inc.’sthe Annual Report on Form 10-K of Triarc Companies, Inc. (“Triarc” or the “Company”) for the fiscal year ended December 31, 200630, 2007 (our “2007 Annual Report”), is being filed pursuant to replace Exhibit 23.1 previouslyRule 3-09 of the Securities and Exchange Commission’s Regulation S-X to amend Part IV, Item 15, Exhibits and Financial Statement Schedules, to include the audited financial statements of Deerfield Capital Corp. (formerly Deerfield Triarc Capital Corp.) (“DFR”). This is necessary because the Company’s investments in DFR during 2007 met certain “significance” tests under Rule 3-09.1, 2007.12, 2008.(a) 1. Financial Statements: See Index to Financial Statements (see Item 8 of Triarc Companies, Inc.’s Annual Report on Form 10-K filed on March 1, 2007).2. Financial Statement Schedules:Report of Independent Registered Public Accounting FirmSchedule I -- Condensed Balance Sheets (Parent Company Only) – as of January 1,December 31, 2006 and December 31, 2006;30, 2007; Condensed Statements of Operations (Parent Company Only) – for the fiscal years ended January 2, 2005, January 1, 2006, December 31, 2006 and December 31, 2006;30, 2007; Condensed Statements of Cash Flows (Parent Company Only) – for the fiscal years ended January 2, 2005, January 1, 2006, December 31, 2006 and December 31, 2006.30, 2007. The Report and Schedule referenced above were previously filed as part of Triarc Companies, Inc.’s Annual Report on Form 10-K filed on March 1, 2007. Data” contained in Triarc Companies, Inc.’s Annual Report on Form 10-K filed on March 1, 2007.3. Exhibits:280 Park Avenue, New York, New York 10017.1155 Perimeter Center West, Atlanta, Georgia 30338.
NO.DESCRIPTION ---------------------------------------------------------------------------------------------------------- 2.1 --Purchase Agreement and Plan of Merger, dated as of June 26, 2004,December 17, 2007, by and among Deerfield Triarc Capital Corp., DFR Merger Company, LLC, Deerfield & Company LLC and, solely for the purposes set forth therein, Triarc Companies, Inc., Sachs Capital Management LLC, Deerfield Partners Fund II LLC, Scott A. Roberts, Marvin Shrear and Gregory H. Sachs, (in such capacity, the Sellers’ Representative, incorporated herein by reference to Exhibit 2.1 to Triarc’sTriarc's Current Report on Form 8-K dated June 28, 2004December 21, 2007 (SEC file no.No. 1-2207).2.2 --First Amendment to Purchase Agreement, dated as of July 22, 2004, by and among Triarc Companies, Inc., Sachs Capital Management LLC, Deerfield Partners Fund II LLC, Scott A. Roberts, Marvin Shrear and Gregory H. Sachs, incorporated herein by reference to Exhibit 10.8 to Triarc’s Current Report on Form 8-K dated July 22, 2004 (SEC file no. 1-2207).2.3 --Agreement and Plan of Merger, dated as of May 27, 2005, by and among Triarc Companies, Inc., Arby’s Acquisition Co., Arby’s Restaurant, LLC, RTM Restaurant Group, Inc. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.1 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207). 2.4 --2.3Membership Interest Purchase Agreement, dated as of May 27, 2005, by and among Triarc Companies, Inc., Arby’s Restaurant Group, Inc., each of the members of RTM Acquisition Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.3 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207). 2.4 Asset Purchase Agreement, dated as of May 27, 2005, by and among Triarc Companies, Inc., Arby’s Restaurant Group, Inc., RTMMC Acquisition, LLC, RTM Management Company, L.L.C., each of the members of RTM Management Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.5 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207). 2.5 --Asset Purchase Agreement, dated as of May 27, 2005, by and among TriarcCompanies, Inc., Arby’s Restaurant Group, Inc., RTMMC Acquisition, LLC, RTMManagement Company, L.L.C., each of the members of RTM ManagementCompany, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. RussellWelch, incorporated herein by reference to Exhibit 2.5 to Triarc’s Current Report onForm 8-K dated July 25, 2005 (SEC file no. 1-2207).2.6 --Side Letter Agreement to the RTMRG Merger Agreement, dated as of July 25, 2005, by and among Triarc Companies, Inc., Arby’s Acquisition Co., Arby’s Restaurant, LLC, RTM Restaurant Group, Inc. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.2 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207)1-2207).2.7 --2.6First Amendment to Membership Interest Purchase Agreement, dated as of July 25, 2005, by and among Triarc Companies, Inc. Arby’s Restaurant Group, Inc., each of the members of RTM Acquisition Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.4 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207)1-2207).2.8 --2.7First Amendment to Asset Purchase Agreement, dated as of July 25, 2005, by and among Triarc Companies, Inc., Arby’s Restaurant Group, Inc., RTMMC Acquisition, LLC, RTM Management Company, L.L.C., each of the members of RTM Management Company, L.L.C. and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 2.6 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207). 3.1 --Certificate of Incorporation of Triarc Companies, Inc., as currently in effect, incorporated herein by reference to Exhibit 3.1 to Triarc’s Current Report on Form 8-K dated June 9, 2004 (SEC file no. 1-2207). 3.2 --Amended and Restated By-laws of Triarc Companies, Inc., as currently in effect, incorporated herein by reference to Exhibit 3.1 to Triarc’s Current Report on Form 8-K dated November5, 2004September 10, 2007 (SEC file no. 1-2207).3.3 --Certificate of Designation of Class B Common Stock, Series 1, dated as of August 11, 2003, incorporated herein by reference to Exhibit 3.3 to Triarc’s Current Report on Form 8-K dated August 11, 2003 (SEC file no. 1-2207). 4.1 --Indenture, dated as of May 19, 2003, between Triarc Companies, Inc. and Wilmington Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.1 to Triarc's Registration Statement on Form S-3 dated June 19, 2003 (SEC (SEC file no. 333-106273).4.2 --Supplemental Indenture, dated as of November 21, 2003, between Triarc Companies, Inc. and Wilmington Trust Company, as Trustee, incorporated herein by reference to Exhibit 4.3 to Triarc’s Registration Statement on Form S-3 dated November 24, 2003 (SEC file no. 333-106273). 4.3 --Registration Rights Agreement, dated as of July 25, 2005, among TriarcCompanies, Inc. and certain stockholders of Triarc Companies, Inc., incorporatedherein by reference to Exhibit 4.1 to Triarc’s Current Report on Form 8-K datedJuly 25, 2005 (SEC file no. 1-2207).10.1 --Form of Non-Incentive Stock Option Agreement under Triarc’s Amended and Restated 1993 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated March 31, 1997 (SEC file no. 1-2207).** 10.2 --Form of Indemnification Agreement, between Triarc and certain officers, directors, and employees of Triarc, incorporated herein by reference to Exhibit F to the 1994 Proxy (SEC file no. 1-2207).** 10.3 --Form of Non-Incentive Stock Option Agreement under the 1997 Equity Plan, incorporated herein by reference to Exhibit 10.6 to Triarc’s Current Report on Form 8-K dated March 16, 1998 (SEC file no. 1-2207).** 10.4 --Form of Non-Incentive Stock Option Agreement under Triarc’s 1998 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 13, 1998 (SEC file no. 1-2207).** 10.5 --Form of Guaranty Agreement dated as of March 23, 1999 among National Propane Corporation, Triarc Companies, Inc. and Nelson Peltz and Peter W. May, incorporated herein by reference to Exhibit 10.30 to Triarc’s Annual Report on Form 10-K for the fiscal year ended January 3, 1999 (SEC file no. 1-2207). 10.6 --1999 Executive Bonus Plan, incorporated herein by reference to Exhibit A to Triarc’s 1999 Proxy Statement (SEC file no. 1-2207).** 10.7 --Employment AgreementAmendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated as of May 1, 1999 between Triarc and NelsonPeltz, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Reporton Form 8-K dated March 30, 2000 (SEC file no. 1-2207).**10.8Employment Agreement dated as of May 1, 1999 between Triarc and Peter W.May, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Reporton Form 8-K dated March 30, 2000 (SEC file no. 1-2207).**10.9 --Employment Agreement dated as of February 24, 2000 between Triarc andBrian L. Schorr, incorporated herein by reference to Exhibit 10.5 to Triarc’sCurrent Report on Form 8-K dated March 30, 2000 (SEC file no. 1-2207).**10.10 -- Deferral Plan for Senior Executive Officers of Triarc Companies, Inc.,June 22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated June 1, 2005 (SEC file no. 1-2207).** 10.8 Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan effective as of March 26, 2007, incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file no. 1-2207).** 10.9 Deferral Plan for Senior Executive Officers of Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated March 30, 2001 (SEC file no. 1-2207).** 10.11 --10.10Indemnity Agreement, dated as of October 25, 2000 between Cadbury Schweppes plc and Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated November 8, 2000 (SEC (SEC file no. 1-2207).10.12 --10.11Form of Non-Incentive Stock Option Agreement under Triarc’s 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated March 27, 2003 (SEC file no. 1-2207).** 10.13 --Fourth Amended and Restated Operating Agreement of Deerfield & CompanyLLC, dated as of June 26, 2004, incorporated herein by reference to Exhibit 10.4to Triarc’s Current Report on Form 8-K dated June 28, 2004 (SEC file no. 1-2207).10.14 --Employment Agreement, dated as of June 26, 2004, by and among Deerfield &Company LLC, Deerfield Capital Management LLC and Gregory H. Sachs,incorporated herein by reference to Exhibit 10.6 to Triarc’s Current Report onForm 8-K dated July 22, 2004 (SEC file no. 1-2207).**10.15 --Supplement, dated as of July 14, 2004, to the Employment Agreement, dated asof June 26, 2004, by and among Deerfield & Company LLC, Deerfield CapitalManagement LLC and Gregory H. Sachs, incorporated herein by reference toExhibit 10.7 to Triarc’s Current Report on Form 8-K dated July 22, 2004 (SECfile no. 1-2207).**10.16 --First Supplement to Fourth Amended and Restated Operating Agreement ofDeerfield & Company LLC, dated as of July 22, 2004, incorporated herein byreference to Exhibit 10.9 to Triarc’s Current Report on Form 8-K dated July 22,2004 (SEC file no. 1-2207).10.17 --Second Supplement to Fourth Amended and Restated Operating Agreement ofDeerfield & Company LLC, dated as of August 16, 2004, incorporated herein byreference to Exhibit 10.10 to Triarc’s Amendment No.1 to Current Report onForm 8-K/A dated October 5, 2004 (SEC file no. 1-2207).10.18 --Third Supplement to Fourth Amended and Restated Operating Agreement ofDeerfield & Company LLC, dated as of August 20, 2004, incorporated herein byreference to Exhibit 10.11 to Triarc’s Amendment No.1 to Current Report onForm 8-K/A dated October 5, 2004 (SEC file no. 1-2207).10.19 --10.12Form of Restricted Stock Agreement for Class A Common Stock under Triarc’s 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K/A dated March 11, 2005 (SEC file no. 1-2207)1-2207). **10.20 --10.13Form of Restricted Stock Agreement for Class B Common Stock, Series 1, under Triarc’s 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K/A dated March 11, 2005 (SEC (SEC file no. 1-2207).**10.21 --10.14Credit Agreement, dated as of July 25, 2005, among Arby’s Restaurant Group, Inc., Arby’s Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as Administrative Agent and Collateral Agent, Bank of America Securities LLC and Credit Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-runningbook-running managers, Bank of America, N.A. and Credit Suisse, Cayman IslandsBranch, as co-syndication agents, and Wachovia Bank, National Association, Suntrust Bank and GE Capital Franchise Finance Corporation, as co-documentationco-documentation agents, incorporated herein by reference to Exhibit 10.1 toTriarc’s Current Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207). 10.22 --Employment Agreement, dated July 25, 2005, by and between Douglas N.Benham and Arby’s Restaurant Group, Inc., incorporated herein by reference toExhibit 10.2 to Triarc’s Current Report on Form 8-K dated July 25, 2005 (SECfile no. 1-2207). **10.23 --Transaction Support Agreement, dated as of May 27, 2005, by and among TriarcCompanies, Inc., certain stockholders of RTM Restaurant Group, Inc. listed onthe signature pages thereto and Russell V. Umphenour, Dennis E. Cooper and J.Russell Welch, incorporated herein by reference to Exhibit 10.3 to Triarc’sCurrent Report on Form 8-K dated July 25, 2005 (SEC file no. 1-2207).10.24 --Investment Management Agreement dated as of November 14, 2005 betweenTCMG-MA, LLC and Trian Fund Management, L.P., incorporated herein byreference to Exhibit 10.3 to Triarc’s Form 10-Q for the period ended October 2,2005 (SEC file no. 1-2207).10.25 --Amended and Restated Limited Liability Company Agreement of Jurl Holdings,LLC dated as of November 10, 2005 by and among Triarc Acquisition, LLC andthe Class B members party thereto, incorporated herein by reference to Exhibit10.4 to Triarc’s Form 10-Q for the period ended October 2, 2005 (SEC file no. 1-2207).10.26 --Amended and Restated Limited Liability Company Agreement of TriarcDeerfield Holdings, LLC dated as of November 10, 2005 by and among TriarcCompanies, Inc., Madison West Associates Corp. and the Class B members partythereto, incorporated herein by reference to Exhibit 10.5 to Triarc’s Form 10-Qfor the period ended October 2, 2005 (SEC file no. 1-2207).10.27 --Form of Triarc Deerfield Holdings, LLC Class B Unit Subscription Agreement,incorporated herein by reference to Exhibit 10.6 to Triarc’s Form 10-Q for theperiod ended October 2, 2005 (SEC file no. 1-2207).10.28 --Form of Jurl Holdings, LLC Class B Unit Subscription Agreement, incorporatedherein by reference to Exhibit 10.7 to Triarc’s Form 10-Q for the period endedOctober 2, 2005 (SEC file no. 1-2207).10.29 --Agreement, dated as of December 29, 2005, between the Company and NelsonPeltz, incorporated herein by reference to Exhibit 10.13 to Triarc’s CurrentReport on Form 8-K dated December 29, 2005 (SEC file no. 1-2207). **10.30 --Agreement, dated as of December 29, 2005, between the Company and Peter W.May, incorporated herein by reference to Exhibit 10.14 to Triarc’s Current Reporton Form 8-K dated December 29, 2005 (SEC file no. 1-2207). **10.31 --Amended and Restated 1993 Equity Participation Plan of Triarc Companies, Inc.,incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report onForm 8-K dated May 19, 2005 (SEC file no. 1-2207). **10.32 --Amended and Restated 1997 Equity Participation Plan of Triarc Companies, Inc.,incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report onForm 8-K dated May 19, 2005 (SEC file no. 1-2207). **10.33 --Amended and Restated 1998 Equity Participation Plan of Triarc Companies, Inc.,incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report onForm 8-K dated May 19, 2005 (SEC file no. 1-2207). **10.34 --Amended and Restated 2002 Equity Participation Plan of Triarc Companies, Inc.,incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report onForm 8-K dated May 19, 2005 (SEC file no. 1-2207). **10.35 --Amendment to the Triarc Companies, Inc. 1999 Executive Bonus Plan, dated asof June 22, 2004, incorporated herein by reference to Exhibit 10.1 to Triarc’sCurrent Report on Form 8-K dated June 1, 2005 (SEC file no. 1-2207). **10.36 --10.15Amendment and Waiver No. 1, dated as of May 1, 2006 to that certain Credit Agreement dated as of July 25, 2005 among Arby’s Restaurant Group, Inc., Arby’s Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, the Lenders and Issuers party thereto, Citicorp North America, Inc., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication agents, and Wachovia Bank, National Association, Suntrust Bank and GE Capital Franchise Finance Corporation, as co-documentationco-documentation agents, incorporated herein by reference to Exhibit 10.1 toTriarc’s Form 10-Q for the period ended July 2, 2006 (SEC file no.1-2007). 10.37 --10.16EmploymentAmendment No. 2, dated as of May 21, 2007 to that certain Credit Agreement dated April 13, 2006 between Arby’sas of July 25, 2005 among Arby's Restaurant Group,Inc., Arby's Restaurant Holdings, LLC, Triarc Restaurant Holdings, LLC, Citicorp North America, Inc., as administrative agent for the Lenders and Roland C. Smith,Issuers and as collateral agent for the Secured Parties, Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as co-syndication agents for the Lenders and Issuers, and Wachovia Bank, National Association, Suntrust Bank and GE Capital Franchise Finance Corporation, as co-documentation agents for the Lenders and Issuers, incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated May 25, 2007 (SEC file no. 1-2207).10.17 Triarc’sAmended and Restated Investment Management Agreement, dated as of April 30, 2007, between TCMG-MA, LLC and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated April 17, 200630, 2007 (SEC file no. 1-1-2207).10.18 2207).**10.38 --LetterAmended and Restated Limited Liability Company Agreement of Jurl Holdings, LLC dated April 14, 2006 between Arby’s Restaurant Group, Inc.as of November 10, 2005, by and Douglas N. Benham,among Triarc Acquisition, LLC and the Class B members party thereto, incorporated herein by reference to exhibit 10.2Exhibit 10.4 toTriarc’s Current Report on Form 8-K dated April 17, 200610-Q for the period ended October 2, 2005 (SEC file no. 1-1-2207).10.19 2207)Amended and Restated Limited Liability Company Agreement of Triarc Deerfield Holdings, LLC dated as of November 10, 2005, by and among Triarc Companies, Inc., Madison West Associates Corp. and the Class B members party thereto, incorporated herein by reference to Exhibit 10.5 to Triarc’s Form 10-Q for the period ended October 2, 2005 (SEC file no. 1-2207).**10.39 --10.20LetterForm of Triarc Deerfield Holdings, LLC Class B Unit Subscription Agreement, dated April 28, 2006 between Triarc and Francis T. McCarron,incorporated herein by reference to Exhibit 10.6 to Triarc’s Form 10-Q for the period ended October 2, 2005 (SEC file no. 1-2207).10.21 Form of Jurl Holdings, LLC Class B Unit Subscription Agreement, incorporated herein by reference to Exhibit 10.7 to Triarc’s Form 10-Q for the period ended October 2, 2005 (SEC file no. 1-2207). 10.22 Amended and Restated 1993 Equity Participation Plan of Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated May 2, 200619, 2005 (SEC file no. 1-2207).** **10.40 --10.23Amended and Restated 1997 Equity Participation Plan of Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207). ** 10.24 Amended and Restated 1998 Equity Participation Plan of Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207). ** 10.25 Amended and Restated 2002 Equity Participation Plan of Triarc Companies, Inc., incorporated herein by reference to Exhibit 10.4 to Triarc’s Current Report on Form 8-K dated May 19, 2005 (SEC file no. 1-2207). ** 10.26 Amendment No. 1 to Triarc Companies, Inc. Amended and Restated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated June 7, 2006 (SEC file no. 1-2207).** 10.41 --10.27SurrenderAmendment No. 2 to Triarc Companies, Inc. Amended and ReleaseRestated 2002 Equity Participation Plan, incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated June 6, 2007 (SEC file no. 1-2207). **10.28 Separation Agreement, dated as of September 19, 2006, by andApril 30, 2007, between 760-24 Westchester Avenue, LLC and 800-60 Westchester Avenue,LLC, as Lessor, and Triarc Companies, Inc. as Lessee,and Nelson Peltz, incorporated herein by reference to Exhibit 10.3 to Triarc's Current Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207). **10.29 Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Nelson Peltz., incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated January 4, 2008 (SEC file No. 1-2207). ** 10.30 Separation Agreement, dated as of April 30, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.4 to Triarc's Current Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207). ** 10.31 Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Peter W. May, incorporated herein by reference to Exhibit 10.3 to Triarc's Current Report on Form 8-K dated January 4, 2008 (SEC file No. 1-2207). ** 10.32 Employment Agreement dated April 13, 2006, between Arby’s Restaurant Group, Inc. and Roland C. Smith, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated April 17, 2006 (SEC file no. 1-2207). ** 10.33 September 20,Letter Agreement dated January 18, 2007, between Arby’s Restaurant Group, Inc. and Roland C. Smith, incorporated herein by reference to Exhibit 10.2 to Triarc’s Current Report on Form 8-K dated February 1, 2007 (SEC file no. 1-2207). **10.34 Letter Agreement dated as of March 23, 2007, between Roland C. Smith and Arby's Restaurant Group, Inc., incorporated herein by reference to Exhibit 10.2 to Triarc's Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007 (SEC file no. 1-2207). ** 10.35 Letter Agreement dated May 27, 2005, between Arby’s Restaurant Group, Inc. and Thomas A. Garrett. * ** 10.36 Letter Agreement dated May 23, 2006, between Arby’s Restaurant Group, Inc. and Stephen E. Hare. * ** 10.37 Letter Agreement dated August 30, 2006, between Arby’s Restaurant Group, Inc. and Cheryl Barre. * ** 10.38 Letter Agreement dated May 27, 2005, between Arby’s Restaurant Group, Inc. and Sharron Barton. * ** 10.39 Letter Agreement dated October 13, 2005, between Arby’s Restaurant Group, Inc. and Nils H. Okeson. * ** 10.40 Form of Indemnification Agreement between Arby’s Restaurant Group, Inc. and certain directors, officers and employees thereof. * ** 10.41 Services Agreement, dated as of April 30, 2007, by and among Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated April 30, 2007 (SEC file no. 1-2207). 10.42 --Letter Agreement dated as of December 28, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated January 4, 2008 (SEC file No. 1-2207). 10.43 Assignment and Assumption of Lease, dated as of June 30, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.44 Bill of Sale dated July 31, 2007, by Triarc Companies, Inc. to Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.45 Settlement Agreement and Mutual Release, dated as of July __, 2007, by and among Triarc Companies, Inc., Arby's Restaurant Group, Inc., Arby's Restaurant, LLC and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, incorporated herein by reference to Exhibit 10.3 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.46 Agreement of Sublease between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.4 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.47 Form of Aircraft Time Sharing Agreement between Triarc Companies, Inc. and each of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.5 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.48 Form of Aircraft Time Sharing Agreement between 280 Holdings, LLC and each of Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden, incorporated herein by reference to Exhibit 10.6 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file no. 1-2207). 10.49 Letter Agreement dated August 6, 2007, between Triarc Companies, Inc. and Trian Fund Management, L.P., incorporated herein by reference to Exhibit 10.7 to Triarc's Current Report on Form 8-K dated August 10, 2007 (SEC file No. 1-2207). 10.50 Letter Agreement dated August 10, 2007, between Triarc Companies, Inc. and Brian L. Schorr, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K filed August 15, 2007 (SEC file No. 1-2207). 10.51 Registration Rights Agreement, dated as of December 17, 2007, among Deerfield Triarc Capital Corp., the parties identified as Stockholders on the signature pages thereto and the other persons who may become parties thereto from time to time in accordance therewith and Triarc Companies, Inc., as the Sellers’ Representative, incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated December 21, 2007 (SEC file No. 1-2207). 10.52 Termination of Employment and Waiver of Put Rights Agreement, dated as of December 17, 2007, among Deerfield & Company LLC, Deerfield Capital Management LLC, Triarc Companies, Inc., Gregory H. Sachs, Sachs Capital Management LLC and Spensyd Asset Management LLLP, incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated December 21, 2007 (SEC file No. 1-2207). 10.53 Series A Note Purchase Agreement, dated as of December 21, 2007, by and among DFR Merger Company, LLC, Deerfield & Company LLC, Deerfield Triarc Capital Corp., Triarc Deerfield Holdings, LLC (as administrative holder and collateral agent) and the purchasers signatory thereto, incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated December 27, 2007 (SEC file No. 1-2207). 10.54 Collateral Agency and Intercreditor Agreement, dated as of December 21, 2007, 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 therein, Sachs Capital Management LLC, Spensyd Asset Management LLLP and Scott A. Roberts, as holders of the Series B Notes referenced therein, Triarc Deerfield Holdings, LLC, as collateral agent, Deerfield & Company LLC and Deerfield Triarc Capital Corp., incorporated herein by reference to Exhibit 10.2 to Triarc's Current Report on Form 8-K dated December 27, 2007 (SEC file No. 1-2207). 10.55 Letter Agreement dated April 28, 2006, between Triarc and Francis T. McCarron, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated May 2, 2006 (SEC file no. 1-2207). ** 10.56 Amendment No. 1 to Letter Agreement dated as of January 29, 2007, between Triarc Companies, Inc. and Francis T. McCarron, incorporated herein by reference to Exhibit 10.1 to Triarc’s Current Report on Form 8-K dated February1, 2007 (SEC file no. 1-2207).**10.43 --Letter Agreement dated January 18, 2007 between Arby’s Restaurant Group, Inc.and Roland C. Smith, incorporated herein by reference to Exhibit 10.2 to Triarc’sCurrent Report on Form 8-K dated February 1, 2007 (SEC file no. 1-2207).** 10.44 --10.57Amendment No. 1 to EmploymentLetter Agreement dated as of December 18, 200613, 2007, between Triarc Companies, Inc. and Brian L. Schorr,Francis T. McCarron, incorporated herein by reference to Exhibit 10.1 to Triarc's Current Report on Form 8-K dated December 19, 2007 (SEC file No. 1-2207). **10.58 Transaction Support Agreement, dated as of May 27, 2005, by and among Triarc Companies, Inc., certain stockholders of RTM Restaurant Group, Inc. listed on the signature pages thereto and Russell V. Umphenour, Dennis E. Cooper and J. Russell Welch, incorporated herein by reference to Exhibit 10.3 to Triarc’s Current Report on Form 8-K dated February1, 2007July 25, 2005 (SEC file no. 1-2207).**21.1-- 21.1Subsidiaries of the Registrant*Registrant. *23.1--23.1Consent of Deloitte & Touche LLP**LLP. *31.1--23.231.1 31.2 --32.1 --_______________________* 99.1Previously filed.* Filed with the 2007 Annual Report on February 29, 2008. ** Identifies a management contract or compensatory plan or arrangement. *** Filed herewith. Replaces previously filed exhibit.****Filed herewith. to this Form 10-K because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Triarc and its subsidiaries on a consolidated basis. Triarc agrees to furnish a copy of each of such instruments to the Commission upon request. Dated: March 14, 2008 TRIARC COMPANIES, INC.Stephen E. Hare (Registrant)/s/ Stuart I. RosenStuart I. Rosen
Senior Vice PresidentDated: March 6, 2007