<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2-2form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.2
<TEXT>

                                                                     EXHIBIT 2.2
                                                                     -----------


                                                                  EXECUTION COPY

                             Triarc Companies, Inc.
                             Arby's Acquisition Co.
                             Arby's Restaurant, LLC
                                 280 Park Avenue
                            New York, New York 10017


                                  July 25, 2005



RTM Restaurant Group, Inc.
5995 Barfield Road
Atlanta GA 30328

Russell V. Umphenour, Jr.
Dennis E. Cooper
J. Russell Welch,
RTM Representatives
5995 Barfield Road
Atlanta GA 30328

         Re:      SIDE LETTER AGREEMENT TO AGREEMENT AND PLAN OF MERGER


Ladies and Gentlemen:

         We refer to the Agreement and Plan of Merger, dated as of May 27, 2005
(the "MERGER Agreement"), among Triarc Companies, Inc., a Delaware corporation
("TRIARC"), Arby's Acquisition Co., a Georgia corporation and a direct wholly
owned subsidiary of Triarc ("MERGER SUB CORP."), Arby's Restaurant, LLC, a
Delaware limited liability company and a direct wholly owned subsidiary of
Triarc ("MERGER SUB LLC" and, together with Triarc and Merger Sub Corp., the
"TRIARC PARTIES"), RTM Restaurant Group, Inc., a Georgia corporation ("RTMRG"),
and Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives (as defined therein). Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the Merger
Agreement.

         During the course of preparing for the Closing, the parties to the
Merger Agreement (the "PARTIES") have recognized that certain terms of the
Merger Agreement inaccurately or incompletely expressed the intent of the
Parties. Accordingly, the Parties desire to execute and deliver this Side Letter
to clarify those terms in the Merger Agreement to reflect the intent of the
Parties regarding those terms.

    1.   An incomplete calculation resulted in the definition of RTM Benchmark
         in Section 2.08(c) of the Merger Agreement as $440.1 million rather
         than $442.2 million. The

<PAGE>

         Parties agree that for all purposes the RTM Benchmark will be $442.2
         million, not $440.1 million.

    2.   RTMRG represents and warrants to the Triarc Parties that: (a) the
         calculations relating to the RTM Benchmark, delivered by or on behalf
         of RTMRG to Triarc, have been prepared in good faith on a reasonable
         basis and reflect the best judgment of management of the RTM Parties as
         to the projected Net Liabilities of the RTM Parties and their
         Subsidiaries as of June 26, 2005; (b) the assumptions on which the RTM
         Benchmark are based are consistent with past practices (including
         accounting practices reflected in the Restated Combined RTM Financial
         Statements) of the RTM Parties and their Subsidiaries and with
         historical conditions applicable to the business of the RTM Parties and
         their Subsidiaries; and (c) nothing has come to the attention of the
         RTM Parties or any of their Subsidiaries to indicate that the RTM
         Benchmark or the assumptions upon which it is based are not reasonable.

    3.   Section 2.08(a) of the Merger Agreement incorrectly defines the terms
         ARG Estimated Net Liabilities and RTM Estimated Net Liabilities by
         reference to the time "as of immediately prior to the Closing", and
         Section 2.09(a) of the Merger Agreement incorrectly defines the terms
         ARG Closing Balance Sheet, ARG Closing Net Liabilities, RTM Closing
         Balance Sheet and RTM Closing Net Liabilities by reference to the time
         "as of immediately prior to the Closing". Accordingly, the Parties
         agree that for all purposes all references to "as of immediately prior
         to the Closing" in the definitions of such terms in such Sections will
         read as follows: "as of the close of business on the Closing Date, but
         without giving effect to (a) the Closing, (b) the other transactions
         contemplated by the Merger Agreement or the Ancillary Agreements
         (including any purchase accounting adjustments resulting therefrom that
         are made in accordance with GAAP) or (c) any actions taken by or at the
         direction of any of the Triarc Parties on the Closing Date after the
         Closing (which, for the avoidance of doubt, shall not be deemed to
         include any RTMRG Transactions, RTMMC Transactions or RTMAC
         Transactions) which have the effect of increasing or reducing RTM
         Estimated Net Liabilities or RTM Closing Net Liabilities".

    4.   Similarly, the definition of Net Liabilities set forth in Section 12.01
         of the Merger Agreement incorrectly contains references to "at the
         Closing", "prior to the Closing", "at Closing", "after the Closing" and
         "at or prior to the Closing". The Parties therefore agree that for all
         purposes each reference to "the Closing" contained in each such
         reference will read as follows: "the close of business on the Closing
         Date, but without giving effect to (a) the Closing, (b) the other
         transactions contemplated by the Merger Agreement or the Ancillary
         Agreements (including any purchase accounting adjustments resulting
         therefrom that are made in accordance with GAAP) or (c) any actions
         taken by or at the direction of any of the Triarc Parties on the
         Closing Date after the Closing (which, for the avoidance of doubt,
         shall not be deemed to include any RTMRG Transactions, RTMMC
         Transactions or RTMAC Transactions) which have the effect of increasing
         or reducing Net Liabilities".


                                       2
<PAGE>

    5.   Section 6.02(b)(i) of the Merger Agreement permits RTMRG and its
         Subsidiaries to make pre-Closing cash dividends and distributions to
         the extent the RTM Representatives demonstrate to the reasonable
         satisfaction of Triarc (based on reasonably detailed information
         provided by the RTM Representatives to Triarc) that each such dividend
         or distribution will not result in the Net Liabilities of the RTM
         Parties and their Subsidiaries being more than the RTM Benchmark. The
         definition of Net Liabilities excludes certain current assets, which
         excludes the amount or value of those assets in determining whether the
         Net Liabilities of the RTM Parties and their Subsidiaries are at, above
         or below the RTM Benchmark for purposes of the pre-Closing adjustment
         (if applicable) to the Aggregate Merger Consideration provided for in
         Section 2.08 of the Merger Agreement, and the post-Closing adjustment
         to the Aggregate Merger Consideration provided for in Section 2.09 of
         the Merger Agreement. The Parties did not intend that certain current
         assets of the RTM Parties and their Subsidiaries which are excluded
         from the definition of Net Liabilities be available for distribution as
         a dividend prior to the Closing. Accordingly, the Parties agree that
         for all purposes Section 6.02(b)(i) of the Merger Agreement will read
         as follows in lieu of the text thereof:

         "(i) cash dividends or distributions in an amount that the RTM
         Representatives have demonstrated to the reasonable satisfaction of
         Triarc (based upon reasonably detailed information provided by the RTM
         Representatives to Triarc) would not reasonably be expected to result
         in the sum of (x) the absolute value of the Net Liabilities of the RTM
         Parties and their Subsidiaries as of the close of business on the
         Closing Date PLUS (y) the aggregate amount of cash received by any RTM
         Party or their Subsidiaries after the date hereof and on or prior to
         the Closing Date that would be excluded from current assets under
         paragraph (c)(y)(I), (V) or (VI) under the definition of Net
         Liabilities if such cash were an asset of any RTM Party or their
         Subsidiaries as of the close of business on the Closing Date (the
         "EXCLUDED RTM CASH AMOUNT") being more than the sum of (A) the absolute
         value of the RTM Benchmark PLUS (B) the Excluded RTM Cash Amount,".

    6.   The ARG Benchmark is to be calculated in a manner similar to the RTM
         Benchmark under the Merger Agreement. Accordingly, the Parties agree
         that for all purposes Section 6.01(b)(ii)(x) of the Merger Agreement
         will read as follows in lieu of the text thereof:

         "(x) cash dividends or distributions in an amount that Triarc has
         demonstrated to the reasonable satisfaction of the RTM Representatives
         (based upon reasonably detailed information provided by Triarc to the
         RTM Representatives) would not reasonably be expected to result in the
         sum of (I) the absolute value of the Net Liabilities of ARG and its
         Subsidiaries as of the close of business on the Closing Date plus (II)
         the aggregate amount of cash received by ARG or any of its Subsidiaries
         after the date hereof and on or prior to the Closing Date that would be
         excluded from current assets under paragraph (c)(y)(I) or (V) under the
         definition of Net Liabilities if such cash were an asset of ARG or any
         of its Subsidiaries as of the close of business on the Closing Date
         (the "EXCLUDED ARG CASH AMOUNT") being more than the sum of (A) the
         absolute value of the ARG Benchmark PLUS (B) the Excluded ARG Cash
         Amount,".


                                       3
<PAGE>

    7.   To clarify that leasehold interests are among the non-current assets
         excluded from Net Liabilities under paragraph (c)(y)(I) of the
         definition of Net Liabilities set forth in Section 12.01 of the Merger
         Agreement, the Parties agree that for all purposes the phrase
         "non-current asset" in paragraph (c)(y)(I) of the definition of Net
         Liabilities in the Merger Agreement will read as follows: "any asset or
         property (including any leasehold interest) that is not a current
         asset".

    8.   To correct certain clerical errors in the RTMRG Disclosure Letter, the
         Parties agree that for all purposes:

            a.    Item 5 of Section 5.26 of the RTMRG Disclosure Letter will
                  read as provided in SCHEDULE A-1 attached hereto.

            b.    Item 30 of Section 5.26 of the RTMRG Disclosure Letter read as
                  provided in SCHEDULE A-2 attached hereto.

            c.    Item 5 of Section 9.02(i) of the RTMRG Disclosure Letter will
                  read as provided in SCHEDULE A-3 attached hereto.

            d.    Item 6 of Section 5.07(c) of the RTMRG Disclosure Letter will
                  read as provided in SCHEDULE A-4 attached hereto.

            e.    Item 5 of Section 7.16 of the RTMRG Disclosure Letter will
                  read as provided in SCHEDULE A-5 attached hereto.

    9.   Pursuant to Section 2.02(c)(iv) of the Merger Agreement, the Parties
         agree that for all purposes the Per Share Merger Consideration will be
         reduced to give effect to the in the money value at the time of grant
         of the Replacement Options granted pursuant to Section 2.06 of the
         Merger Agreement in accordance with SCHEDULE B attached hereto.

    10.  Section 8.01(a) of the Merger Agreement requires the RTMRG
         Shareholders, subject to the specific terms and conditions set forth in
         the Merger Agreement, to indemnify the Triarc Indemnified Parties for
         Tax Losses arising out of Taxes of RTMRG or its Subsidiaries
         attributable to the RTMRG Transactions (which includes any Excluded
         Asset Dispositions). Section 7.22 of the Merger Agreement requires
         Triarc to cause RTMRG promptly to remit to the RTM Representatives for
         distribution to the RTMRG Shareholders any proceeds received by RTMRG
         or any of its Subsidiaries after the Closing in respect of any Excluded
         Asset Dispositions. To clarify that the RTMRG Shareholders are
         responsible for any Taxes of Triarc or its Subsidiaries (including
         RTMRG or its Subsidiaries) arising from any proceeds received by Triarc
         or its Subsidiaries (including RTMRG or its Subsidiaries), including
         any such proceeds received after the Closing, in respect of any
         Excluded Asset Dispositions, the Parties agree that for all purposes
         the following shall be added at the end of Section 7.22 of the Merger
         Agreement:

         "In the event that the receipt of any proceeds received by Triarc or
         any of its Subsidiaries


                                       4
<PAGE>

         (including RTMRG or any of its Subsidiaries) after the Closing in
         respect of any Excluded Asset Dispositions results in the recognition
         by Triarc or any of its Subsidiaries (including RTMRG or any of its
         Subsidiaries) of gross income in connection therewith, the parties
         agree that the Triarc Indemnified Parties shall be entitled to
         indemnification pursuant to Section 8.01(a) as a Tax Loss in an amount
         equal to (x) such gross income, multiplied by (y) the highest effective
         combined federal, state and local tax rate, PROVIDED that the state and
         local tax rates shall be computed using the highest effective tax rates
         applicable to Triarc or such Subsidiary in the jurisdiction or
         jurisdictions in which Triarc or such Subsidiary is subject to
         taxation."

    11.  Pursuant to Sections 8.10 and 9.02(l) of the Merger Agreement, RTMRG
         represents and warrants that (i) the information provided by RTMRG to
         Triarc and attached hereto as SCHEDULE C is true, complete and correct
         in all respects and, with respect to the tax basis balance sheet of
         RTMMC as of July 22, 2005 included in SCHEDULE C, no changes (other
         than immaterial changes) thereto have occurred from the date thereof
         through the Closing Date, (ii) the RTMAC Aggregate Purchase Price,
         inclusive of any amounts treated as an adjustment thereto pursuant to
         Section 10.08 of the RTMAC Purchase Agreement, does not cause the
         aggregate amount allocated to the assets of RTMAC to be other than an
         amount within the RTMAC Asset Range, (iii) the sum of (x) the RTMMC
         Aggregate Purchase Price, inclusive of any amounts treated as an
         adjustment thereto pursuant to Section 10.08 of the RTMMC Purchase
         Agreement, and (y) the RTMMC Assumed Liabilities, is an amount within
         the RTMMC Asset Range (as the RTMMC Asset Range is properly adjusted
         pursuant to the definition thereof contained in the RTMMC Purchase
         Agreement), and (iv) pursuant to that Amendment No. 2, dated May 20,
         2005, by and between RTMAC and RTM Operating Company ("RTMOC"), RTMAC
         and RTMOC have amended that Management and Operating Agreement, dated
         December 10, 2001, by and between RTMOC and RTMAC, as amended by that
         certain Amendment No. 1, dated May, 26, 2003, as further corrected by
         that Release and Correction Agreement, dated March 31, 2005, and the
         amendment of the Management and Operating Agreement pursuant to such
         Amendment No. 2 fulfills RTMAC's obligations pursuant to Section 8.13
         of the Merger Agreement. The Parties agree that the pro forma estimated
         May 1, 2005 balance sheet of RTMMC, a copy of which is attached hereto
         as SCHEDULE D, was utilized in connection with the determination of the
         RTMMC Asset Range as defined in the RTMMC Purchase Agreement.

    12.  Pursuant to Section 9.03(l) of the Merger Agreement, Triarc agrees that
         it will file, and cause its Affiliates to file, all Federal income Tax
         Returns in a manner consistent with the Expected Tax Treatment, and to
         take no position contrary thereto for any Federal income Tax purposes,
         unless otherwise required to do so by a good faith resolution of a
         contest or a change in applicable law.

    13.  To clarify the scope of Section 11.04(e) of the Merger Agreement, the
         Parties agree that for all purposes the following shall be added
         immediately prior to the word "or" at the end of Section 11.04(e) of
         the Merger Agreement:

         "for the avoidance of doubt, any Legal Action threatened or commenced
         by any RTMRG


                                       5
<PAGE>

         Shareholder alleging that any amounts that had been offset or otherwise
         subtracted from the Per Share Merger Consideration otherwise payable to
         such RTMRG Shareholder in accordance with the certified instructions
         delivered on or prior to the Closing Date by the RTM Representatives to
         Triarc and the Exchange Agent were improperly offset or otherwise
         subtracted shall be deemed a Legal Action to which the Triarc
         Indemnified Parties are entitled to indemnification pursuant to this
         Section 11.04(e);"

    14.  Section 12.09 of the Merger Agreement incorrectly included a provision
         as an exception and omitted other provisions as exceptions. The Parties
         agree that for all purposes Section 12.09 of the Merger Agreement will
         read as follows in lieu of the text thereof:

         "NO THIRD-PARTY BENEFICIARIES. Except as provided in Section 7.12,
         Article VIII and Article XI, this Agreement is not intended to confer
         any rights or remedies upon any Person other than the parties to this
         Agreement. Notwithstanding the foregoing, the RTM Representatives shall
         be entitled to enforce the covenants contained in Section 7.15(a) and
         Section 7.16(c) on behalf of the Excluded RTM Affiliates and the
         Related Party Guarantors, respectively."

    15.  The Parties hereby waive the provision of Section 7.16(a) that states
         that at the Closing, RTMRG shall transfer to ARG the RTMMC receivable.

    16.  The Parties agree that for all purposes: (i) the period after clause
         (II) shall be changed to a comma, and the "and" shall be moved from the
         end of clause (I) to the end of clause (II); and (ii) the following
         shall be added immediately after clause (II) of subparagraph (e) of the
         definition of "Net Liabilities" in Section 12.01 of the Merger
         Agreement:

         "(III) there shall be excluded (x) from current liabilities (i) any
         accruals for service bonuses and related payroll taxes and other
         related amounts referred to in the Letter Agreement, dated July 25,
         2005 (the "UMPHENOUR LETTER") among Triarc, Russell V. Umphenour, Jr.,
         RTMRG and RTMMC, to the extent such amounts have been paid or
         reimbursed by Russell V. Umphenour, Jr. and (ii) any reduction in
         current liabilities for any Tax benefit resulting from the payment of
         such service bonuses and related payroll taxes and other related
         amounts and (y) from current assets any asset resulting from the
         contributions referred to in the Umphenour Letter."

    17.  Each of the Triarc Parties represents and warrants that: (i) it has all
         requisite limited liability company or corporate power and authority,
         and has taken all limited liability company or corporate action
         necessary, in order to execute and deliver this Side Letter; and (ii)
         this Side Letter has been duly executed and delivered by each of the
         Triarc Parties and constitutes the legal, valid and binding obligation
         of each of the Triarc Parties, enforceable in accordance with its
         terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar Laws of general applicability
         relating to or affecting creditors' rights, and to general equity
         principles.

    18.  RTMRG represents and warrants that: (i) it has all requisite corporate
         power and authority, and has taken all corporate action (including any
         requisite shareholder action)


                                       6
<PAGE>

         necessary, in order to execute and deliver this Side Letter; (ii) this
         Side Letter has been duly executed and delivered by RTMRG and
         constitutes the legal, valid and binding obligation of RTMRG,
         enforceable in accordance with its terms, subject to bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and similar
         Laws of general applicability relating to or affecting creditors'
         rights, and to general equity principles; and (iii) the execution and
         delivery of this Side Letter does not give rise to any appraisal or
         dissenter's rights to any holder of shares of RTMRG Common Stock.

    19.  The Parties agree that (x) the Triarc Indemnified Parties shall be
         entitled to indemnification under Section 11.04(a) of the Merger
         Agreement for any Losses based upon or arising from any breach of or
         inaccuracy in the representations and warranties contained in numbered
         paragraphs 2 and 18 hereof to the same extent as if such
         representations and warranties were made in Section 5.07(a) and Section
         5.02, respectively, of the Merger Agreement, and such representations
         and warranties shall be deemed to be an RTMRG Basket Exclusion for such
         indemnification purposes; (y) the Triarc Indemnified Parties shall be
         entitled to indemnification under Section 8.01 of the Merger Agreement
         for Tax Losses based upon or arising from any breach of or inaccuracy
         in the representations and warranties contained in numbered paragraph
         11 hereof to the same extent as if such representations and warranties
         were made in Section 5.13 of the Merger Agreement and (z) the RTMRG
         Indemnified Parties shall be entitled to indemnification under Section
         11.02(a) of the Merger Agreement for any Losses based upon or arising
         from any breach of or inaccuracy in the representations and warranties
         contained in numbered paragraph 17 hereof to the same extent as if such
         representations and warranties were made in Section 3.02 or Section
         4.02 of the Merger Agreement, as applicable, and such representations
         and warranties shall be deemed to be a Triarc Basket Exclusion for such
         indemnification purposes.

    20.  Except to the extent specifically modified herein, the Parties agree
         that the provisions of the Merger Agreement shall remain unmodified.
         This Side Letter and the Merger Agreement and the other agreements and
         documents referred to therein constitute the entire agreement among the
         Parties with respect to the subject matter hereof and thereof and
         supersede all prior agreements and understandings, both oral and
         written, among the Parties with respect to the subject matter hereof
         and thereof.

    21.  This Side Letter may be executed and delivered (including by facsimile
         transmission) in any number of counterparts, each of which shall be an
         original, with the same effect as if the signatures thereto and hereto
         were upon the same instrument. This Side Letter shall become effective
         when each Party shall have received a counterpart hereof signed by the
         other Parties.


                                       7
<PAGE>


         If you are in agreement with the foregoing, please execute and deliver
a counterpart of this Side Letter as indicated below and return it to us.


                                             Sincerely yours,

                                             TRIARC COMPANIES, INC.


                                             By: /s/ Stuart I. Rosen
                                                 -------------------------------
                                                 Name:  Stuart I. Rosen
                                                 Title: Senior Vice President
                                                        and Secretary


                                             ARBY'S ACQUISITION CO.


                                             By: /s/ Brian L. Schorr
                                                 -------------------------------
                                                 Name:  Brian L. Schorr
                                                 Title: Executive Vice President


                                             ARBY'S RESTAURANT, LLC


                                             By: /s/ Francis T. McCarron
                                                 -------------------------------
                                                 Name:  Francis T. McCarron
                                                 Title: Executive Vice President

Accepted and agreed to:

RTM RESTAURANT GROUP, INC.


By: /s/ Russell V. Umphenour, Jr.
    --------------------------------
    Name:  Russell V. Umphenour, Jr.
    Title: Chief Executive Officer


By: /s/ J. Russell Welch
    --------------------------------
    Name:  J. Russell Welch
    Title: Senior Vice President


RTM REPRESENTATIVES:


                                       8
<PAGE>

/s/ RUSSELL V. UMPHENOUR, JR.
------------------------------------
         RUSSELL V. UMPHENOUR, JR.


/s/ DENNIS E. COOPER
------------------------------------
         DENNIS E. COOPER


/s/ J. RUSSELL WELCH
------------------------------------
         J. RUSSELL WELCH


                                                * * * * *



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