EXHIBIT 10.7
------------
Deerfield & Company LLC
Deerfield Capital Management LLC
8700 West Bryn Mawr
12th Floor
Chicago, Illinois 60631
July 14, 2004
Gregory H. Sachs
1890 Robinwood Lane
Riverwoods, IL 60015
Dear Greg:
Reference is made to your Employment Agreement dated as of June 26,
2004 with Deerfield & Company LLC ("D&C") and Deerfield Capital Management LLC
(the "Employment Agreement").
You hereby confirm and agree to the following:
(a) as part of your duties under Section 1(b) of the
Employment Agreement, you shall agree, if requested
by the Board of Directors of Triarc Deerfield
Investment Corporation ("TDIC") and/or TDM Advisors
LLC ("TDM"), to serve as a director and/or as a
corporate officer and/or as a member of the
Investment Committee of TDIC and/or TDM, as
applicable; and
(b) TDIC and TDM shall each be deemed (i) a "subsidiary"
of D&C for purposes of the penultimate sentence of
Section 1(b) of the Employment Agreement and (ii) an
"Affiliate of the Deerfield Companies" for purposes
of Section 3(f)(iii) of the Employment Agreement.
Except as supplemented hereby, the Employment Agreement shall remain in
full force and effect.
Very truly yours,
DEERFIELD & COMPANY LLC
By: /s/ Marvin Shrear
-----------------------------
Name: Marvin Shrear
Title: CFO
DEERFIELD CAPITAL
MANAGEMENT, LLC
By: /s/ Marvin Shrear
-----------------------------
Name: Marvin Shrear
Title: CFO
Agreed to and Accepted by:
/s/ Gregory H. Sachs
- -------------------------
Gregory H. Sachs
Date: