EXHIBIT 10.1

                         TRIARC DEERFIELD HOLDINGS, LLC

                             Amendment No. 1 to the
            Amended and Restated Limited Liability Company Agreement


          THIS  AMENDMENT NO. 1 (this  "Amendment")  to the Amended and Restated
Limited  Liability  Company  Agreement,  dated as of November 10, 2005 (the "LLC
Agreement"),  of Triarc Deerfield  Holdings,  LLC, a Delaware limited  liability
company (the "Company") is made as of November 16, 2006. All  capitalized  terms
used but not defined  herein shall have the  meanings  ascribed to such terms in
the LLC Agreement.

                                R E C I T A L S:

          Pursuant to clause  (ii)(z) of the proviso to Section  12.1 of the LLC
Agreement, the Board of Managers wishes to adopt this Amendment to cure a defect
in the LLC Agreement.

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. Amendment to Definition of "Attributable GAAP Net Profits." Section
1.8(a) of the LLC  Agreement  is hereby  amended by deleting the  definition  of
"Attributable GAAP Net Profits" and replacing it in its entirety as follows:

          "Attributable   GAAP   Net   Profits"   means,   as  of  any  date  of
determination, with respect to any Class B Member, the product of (x) the excess
of (i)  cumulative  net profits of the Company earned since the Issuance Date as
determined  in  accordance  with GAAP,  excluding any net profits and net losses
attributable to any Special  Investment,  over (ii) the sum of (A) the aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to Section  3.1(a)(i)  and (B) the excess,  if any,  of the  aggregate
amount of  distributions  theretofore made by the Company to all Class B Members
pursuant  to  Section  11.2(b)(iv)(x),  over the  aggregate  amount  of  Capital
Contributions  theretofore  made by all Class B  Members,  and (y) such  Class B
Member's Class B Percentage. For the avoidance of any doubt, (i) in the event of
a sale or other  disposition of all or a portion of the Company's  assets or any
similar transaction, subclause (x) shall, to the extent otherwise required under
this Agreement,  include the net profits and losses of the Company  attributable
to such sale or  disposition  computed  from the Deerfield  Acquisition  Date as
determined  in  accordance  with  GAAP,  excluding  any net  profits  and losses
attributable  to any Special  Investment;  and (ii) subclause (x) shall,  to the
extent  otherwise  required  under this  Agreement,  include the net profits and
losses of the Company as determined in accordance with GAAP  attributable to any
hypothetical or deemed liquidation of the Company or sale, or adjustment to fair
market value, of Company assets, as if such events actually occurred  (including
pursuant to Sections 4.1(a), 4.3(h), 9.3, 9.4 and 11.2(d)).

          2. Amendment to Definition of "Class A Attributable GAAP Net Profits."
Section 1.8(a) of the LLC Agreement is hereby amended by deleting the definition
of "Class A  Attributable  GAAP Net Profits" and replacing it in its entirety as
follows:

          "Class A Attributable  GAAP Net Profits"  means,  with respect to each
Class A Member, an amount equal to the product of (A) the excess, if any, of (x)
the  cumulative  net profits of the Company  earned since the  Issuance  Date as
determined  in  accordance  with GAAP,  excluding any net profits and net losses
attributable to any Special Investment,  over (y) the sum of (i) an amount equal
to cumulative Class B Attributable  GAAP Net Profits with respect to all Class A
Members,  (ii) the aggregate  amount of  distributions  theretofore  made by the
Company  to all Class B Members  pursuant  to  Section  3.1(a)(i)  and (iii) the
excess, if any, of the aggregate amount of distributions theretofore made by the
Company  to all Class B Members  pursuant  to Section  11.2(b)(iv)(x),  over the
aggregate  amount of the Capital  Contributions  theretofore made by all Class B
Members;  and (B) a fraction,  the  numerator  of which is such Class A Member's
Adjusted  Capital  Contributions  and the  denominator of which is the aggregate
Adjusted Capital  Contributions of the Class A Members. For the avoidance of any
doubt,  (i) in the event of a sale or other  disposition  of all or a portion of
the Company's assets or any similar transaction, subclause (x) shall include the
net profits and losses of the Company  attributable  to such sale or disposition
computed from the Deerfield  Acquisition  Date as determined in accordance  with
GAAP,  excluding  any  net  profits  and  losses  attributable  to  any  Special
Investment; and (ii) subclause (x) shall, to the extent otherwise required under
this Agreement,  include the net profits and losses of the Company as determined
in accordance  with GAAP  attributable  to any  hypothetical  liquidation of the
Company or sale, or adjustment to fair market value,  of Company  assets,  as if
such events actually occurred  (including  pursuant to Sections 4.1(a),  4.3(h),
9.3, 9.4 and 11.2(d)).

          3. Clarification Regarding Amortization Charges. Section 1.8(a) of the
LLC  Agreement  is hereby  amended  by  deleting  the  definition  of "GAAP" and
replacing it in its entirety as follows:

          "GAAP" means generally  accepted  accounting  principles of the United
States of America,  except that, for all purposes of this Agreement,  GAAP shall
be determined without regard to any amortization or write-off charges related to
the issuance of the Class B Units (i.e.,  any such charges that would  otherwise
be deducted in accordance with GAAP, shall not be so deducted).

          4.  Ratification of the LLC Agreement.  Except as otherwise  expressly
provided  herein,  all of the  terms and  conditions  of the LLC  Agreement  are
ratified and shall remain unchanged and continue in full force and effect.

          5.  Applicable Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Delaware,  without giving effect to
the conflict of laws principles thereof.

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          IN WITNESS  WHEREOF,  this  Amendment has been executed as of the date
first above written.

                                      BOARD OF MANAGERS:



                                      /s/PETER W. MAY
                                      ------------------------------------
                                      Peter W. May


                                      /s/FRANCIS T. MCCARRON
                                      -------------------------------------
                                      Francis T. McCarron


                                      /s/BRIAN L. SCHORR
                                      -------------------------------------
                                      Brian L. Schorr