-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 PWh0D21THvQLnSQ52WS6wfmdQ+FDVOoSeXnDLn8B0qN9koF9LTJl/+BdhUm5I0bK
 WhRmtMWj2dprnzkyyLwvxw==

<SEC-DOCUMENT>0000950142-05-002173.txt : 20050729
<SEC-HEADER>0000950142-05-002173.hdr.sgml : 20050729
<ACCEPTANCE-DATETIME>20050729155627
ACCESSION NUMBER:		0000950142-05-002173
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20050725
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050729
DATE AS OF CHANGE:		20050729

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRIARC COMPANIES INC
		CENTRAL INDEX KEY:			0000030697
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				380471180
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02207
		FILM NUMBER:		05984874

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		212-451-3000

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		STREET 2:		24TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEISEL WEMMER GILBERT CORP
		DATE OF NAME CHANGE:	19680820

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CIGAR CORP
		DATE OF NAME CHANGE:	19680820
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_072505.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (date of earliest event reported): July 25, 2005


                             TRIARC COMPANIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


                1-2207                                   38-0471180
- --------------------------------------------------------------------------------
       (Commission File Number)             (IRS Employer Identification No.)


             280 PARK AVENUE
              NEW YORK, NY                                 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


       Registrant's telephone number, including area code: (212) 451-3000


                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_|   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

================================================================================
<PAGE>

ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

                  In connection with the acquisition by Triarc Companies, Inc.
("Triarc" or the "Company") of RTM Restaurant Group ("RTM") referenced under
Item 2.01 below, Triarc has entered into certain material definitive
agreements.

                  Set forth below are brief descriptions of the material terms
and conditions of each such definitive agreement. The descriptions set forth
below do not purport to be complete and are qualified in their entirety by
reference to the definitive agreements, each of which is attached as an
exhibit to this Form 8-K.

CREDIT AGREEMENT

                  On July 25, 2005, Arby's Restaurant Group, Inc., an indirect
wholly owned subsidiary of Triarc ("ARG"), Arby's Restaurant Holdings, LLC, an
indirect wholly owned subsidiary of Triarc ("ARH" and, together with ARG, the
"Borrowers") and Triarc Restaurant Holdings, LLC ("Parent Guarantor"), an
indirect wholly owned subsidiary of Triarc, entered into a Credit Agreement,
among Borrowers, Parent Guarantor, the Lenders and Issuers party thereto,
Citicorp North America, Inc., as Administrative Agent and Collateral Agent,
Citigroup Global Markets Inc., Banc of America Securities LLC and Credit
Suisse, Cayman Islands Branch, as joint lead arrangers and joint book-running
managers, 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-documentation agents (the
"Credit Agreement").

                  The Credit Agreement provides for a revolving credit
facility of $100.0 million and a term loan facility in the aggregate principal
amount of $620.0 million, with a provision to allow for an uncommitted
increase of up to an additional $150.0 million in the term facility amount
subject to approval and acceptance by the administrative agent, among other
conditions. The proceeds of the term loan facility were used to finance a
portion of the RTM Acquisitions (as defined below), to pay the fees and
expenses in connection therewith, and to repay certain of ARG's and its
subsidiaries' and RTM's and certain of its affiliates' existing indebtedness,
including related prepayment fees. The revolving credit facility, which was
undrawn at closing, will be used for working capital and other general
corporate purposes, including permitted acquisitions.

                  The obligations under the Credit Agreement are secured by
substantially all of the assets (other than real property) of Borrowers,
Parent Guarantor and the domestic subsidiaries of ARH, including, without
limitation, intellectual property, and all of the capital stock of ARH and
ARH's direct and indirect domestic subsidiaries, and 65% of the capital stock
of any first-tier foreign subsidiary. The obligations under the Credit
Agreement are also guaranteed by each of ARH and ARH's direct and indirect
domestic subsidiaries (other than ARG), and are required to be guaranteed by
any additional domestic subsidiaries acquired by ARH, subject to certain
exceptions.

<PAGE>

                  The term loan facility will mature on July 25, 2012 and will
amortize in an amount equal to 1% per annum of the initial principal amount
outstanding, payable in equal quarterly installments beginning on March 31,
2007 and ending on June 30, 2011, with the balance payable in the final year
in four equal quarterly payments. The revolving credit facility will mature on
July 25, 2011.

                  Until the first date on which the Borrowers deliver the
financial statements in respect of a fiscal period ending on or after January
25, 2006, the term credit facility bears interest, at the Borrowers' option,
at a rate equal to (i) the Eurodollar Rate (as defined in the Credit
Agreement) plus 2.25% per annum, or (ii) the Base Rate (as defined in the
Credit Agreement) plus 1.25% per annum. Thereafter, the term credit facility
will bear interest, at the Borrowers' option, at a rate equal to (i) the
Eurodollar Rate plus a margin equal to (x) 2.25% per annum, if the leverage
ratio is at least 3.5 to 1.0, or (y) 2.00% per annum, if the leverage ratio is
less than 3.5 to 1.0, or (ii) the Base Rate plus a margin equal to (x) 1.25%
per annum, if the leverage ratio is at least 3.5 to 1.0, or (y) 1.00% per
annum, if the leverage ratio is less than 3.5 to 1.0.

                  Until the first date on which the Borrowers deliver the
financial statements in respect of a fiscal period ending on or after January
25, 2006, the revolving credit facility will bear interest, at the Borrowers'
option, at a rate equal to (i) the Eurodollar Rate plus 2.00% per annum, or
(ii) the Base Rate plus 1.00% per annum. Thereafter, the revolving credit
facility will bear interest, at the Borrowers' option, at a rate equal to (i)
the Eurodollar Rate plus a margin equal to (x) 2.00% per annum, if the
leverage ratio is greater than or equal to 3.5 to 1.0, (y) 1.75% per annum, if
the leverage ratio is at least 3.0 to 1.0 but less than 3.5 to 1.0, or (z)
1.50% per annum, if the leverage ratio is less than 3.0 to 1.0, or (ii) the
Base Rate plus a margin equal to (x) 1.00% per annum, if the leverage ratio is
greater than or equal to 3.5 to 1.0, (y) 0.75% per annum, if the leverage
ratio is at least 3.0 to 1.0 but less than 3.5 to 1.0, or (z) 0.50% per annum,
if the leverage ratio is less than 3.0 to 1.0.

                  Certain mandatory prepayments of the credit facilities will
be required upon the occurrence of certain events, including the incurrence of
certain additional indebtedness and the sale of certain assets. The loans must
also be prepaid from Excess Cash Flow (as defined in the Credit Agreement) if
the leverage ratio is exceeded.

                  The representations, covenants, and events of default in the
Credit Agreement are customary for financing transactions of this nature. Upon
the occurrence of an event of default, the lenders may terminate the loan
commitments, accelerate all loans and exercise any of their rights under the
Credit Agreement and the ancillary loan documents as a secured party.

                  The affirmative and negative covenants in the Credit
Agreement include, among others, (a) preservation of corporate existence, (b)
payment of taxes, (c) maintenance of insurance, (d) limitations on liens, (e)
limitations on debt, (f) limitations on dividends, redemptions and repurchases
with respect of capital stock and (g) limitations on transactions with
affiliates.

<PAGE>

                  The Credit Agreement contains the following financial
covenants: a maximum leverage ratio, a maximum lease adjusted leverage ratio,
a minimum interest coverage ratio and maximum capital expenditures.

                  The Credit Agreement is attached as Exhibit 10.1 hereto and
is incorporated herein by reference.

REGISTRATION RIGHTS AGREEMENT

                  On July 25, 2005, Triarc and certain former holders (the
"RTMRG Holders") of the common stock, no par value per share, of RTM
Restaurant Group, Inc. ("RTMRG Common Stock"), entered into a Registration
Rights Agreement, which provides, among other things, that Triarc is obligated
to file, no later than August 24, 2005, a registration statement to permit
resales of the 9,684,316 shares of Triarc Class B Common Stock, Series 1, par
value $0.10 per share (the "Triarc Class B-1 Common Stock"), received by the
RTMRG Holders in connection with the acquisition of RTM. The Registration
Rights Agreement also provides that the RTMRG Holders will be entitled to
liquidated damages of $40,000 in the aggregate per day for each day that
Triarc has failed to file such registration statement within such 30 day time
period.

                  Additionally, the Registration Rights Agreement provides
that Triarc is obligated to keep such registration statement effective for a
specified period following its effectiveness.

                  The Registration Rights Agreement is attached as Exhibit 4.1
hereto and is incorporated herein by reference.

EMPLOYMENT AGREEMENT WITH DOUGLAS N. BENHAM

                  Douglas N. Benham, who serves as President and Chief
Executive Officer of ARG, entered into a new employment agreement with ARG in
connection with the closing of the RTM Acquisitions. This employment agreement
supersedes his prior employment agreement dated as of November 28, 2003.

                  The term of Mr. Benham's employment agreement commenced upon
the effective date of the closing of the RTM Acquisitions and will terminate
on the third anniversary of the closing of the RTM Acquisitions, subject to
extension by Mr. Benham for additional one-year periods if agreed by ARG. Mr.
Benham will receive a base salary of $1,000,000 subject to increase by the
board of directors of ARG in its sole discretion. Mr. Benham will be eligible
to receive an annual cash bonus based upon the achievement of performance
targets agreed in advance by him and the compensation committee of the board
of directors of ARG, with a target bonus equal to 100% of his base salary.

                  On the closing date of the RTM Acquisitions, Mr. Benham was
paid $216,267 with respect to his accrued benefit under Arby's Senior
Executive Mid-Term Incentive Plan, and the Mid-Term Plan was terminated as of
that date. Mr. Benham is entitled to additional payments of his accrued
benefits under the Mid-Term Plan in the

<PAGE>

amounts of $272,602, to be paid promptly following the close of ARG's audited
financial statements for the 2006 fiscal year, and $92,535, to be paid
promptly following the close of ARG's audited financial statements for the
2007 fiscal year. Any unpaid additional payments shall be paid to Mr. Benham
upon termination of his employment by Arby's without "cause" or by him due to
the occurrence of a "triggering event" (as each term is defined in the
employment agreement), as applicable.

                  Mr. Benham will be eligible to participate in our benefit
plans on the same basis as our other senior executives and will receive a car
allowance consistent his position. He is also eligible to receive $50,000 as a
relocation allowance for incidental expenses and to reimbursement of
reasonable out-of-pocket expenses incurred by him in connection with moving
his personal items located in Florida to the Atlanta, Georgia metropolitan
area.

                  If Mr. Benham's employment is terminated by ARG without
"cause" or by him due to the occurrence of a "triggering event", as
applicable, then:

                  o   He will be entitled to receive continued payments of his
                      base salary for 24 months following the date of
                      termination, but if section 409A of the Internal Revenue
                      Code applies to the payments, the payments will commence
                      on the six-month anniversary of the date of termination,
                      and the first payment will be a lump sum payment equal
                      to six months' base salary followed by continued
                      semi-monthly payments for the remaining eighteen months,
                      and, in either case, with the final twelve months of
                      payments being subject to offset by income from a new
                      employer or from consulting; and

                  o   He will be entitled to receive a pro rata annual bonus for
                      the year of his termination;

                  o   He will be permitted to continue to participate in ARG's
                      health and medical insurance policies until he ceases to
                      receive the base salary payments described above or
                      eighteen months following the termination of his
                      employment, whichever is longer, and the cost of his
                      benefits will be allocated to him on the same basis as
                      during his employment; and

                  o   All of his options to purchase Triarc common stock that
                      would have vested by the earlier of the third
                      anniversary of the closing of the RTM Acquisitions or
                      the second anniversary of his termination will
                      immediately vest on the date of his termination and all
                      remaining options that are unvested will terminate as of
                      the date of termination.

                  Upon the termination of his employment due to "disability"
(as defined in the employment agreement), Mr. Benham will also become vested
in all of his options to purchase Triarc common stock that would have vested
by the earlier of the third anniversary of the closing of the RTM Acquisitions
or the second anniversary of his

<PAGE>

termination and all remaining options that are unvested will terminate as of
the date of termination. All payments and benefits to be paid or provided to
Mr. Benham following a termination of his employment by ARG without cause or
by him due to a triggering event are conditioned upon his execution of a
general release.

                  Following Mr. Benham's termination of employment he will be
subject to a 24-month post termination:

                  o   non-compete covenant relating to any business or entity
                      that owns and/or franchises more than 3,000 restaurant
                      units in the United States in which 50% or more of the
                      revenues of such business or entity (including royalties
                      earned as a franchisor) is derived from the sale of
                      sandwiches covering any state or territory (and the
                      District of Columbia) in which ARG and its subsidiaries
                      maintain restaurants,

                  o   no hire and no-solicitation covenant relating to any
                      person who was an employee of ARG or any of its
                      subsidiaries or affiliates (as a director or more senior
                      employee), in each case during the six months prior to
                      the termination of employment, and

                  o   non-solicitation covenant relating to any of the
                      franchisees or suppliers of ARG or any of its
                      subsidiaries or affiliates.

                  Mr. Benham's Employment Agreement is attached as Exhibit
10.2 hereto and is incorporated herein by reference.

ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

                  On July 25, 2005, Triarc completed its acquisition of RTM,
Arby's largest franchisee, with 775 Arby's restaurants in 22 states, pursuant
to each of the following agreements:

                  o        the Agreement and Plan of Merger, dated as of May
                           27, 2005 (the "RTMRG Merger Agreement"), by and
                           among Triarc, Arby's Acquisition Co., a direct
                           wholly owned subsidiary of Triarc ("Merger Sub
                           Corp."), Arby's Restaurant, LLC, a direct wholly
                           owned subsidiary of Triarc ("Merger Sub LLC"), RTM
                           Restaurant Group, Inc. ("RTMRG") and Russell V.
                           Umphenour, Jr., Dennis E. Cooper and J. Russell
                           Welch (collectively, the "RTM Representatives");

                  o        the Side Letter Agreement to the RTMRG Merger
                           Agreement, dated as of July 25, 2005 (the "RTMRG
                           Side Letter"), by and among Triarc, Merger Sub
                           Corp., Merger Sub LLC, RTMRG and the RTM
                           Representatives;

<PAGE>

                  o        the Membership Interest Purchase Agreement, dated
                           as of May 27, 2005 (the "RTMAC Purchase
                           Agreement"), by and among Triarc, ARG, each of the
                           members of RTM Acquisition Company, L.L.C.
                           ("RTMAC") and the RTM Representatives;

                  o        the First Amendment to Membership Interest Purchase
                           Agreement, dated as of July 25, 2005 (the "RTMAC
                           Amendment"), by and among Triarc, ARG, each of the
                           members of RTMAC and the RTM Representatives;

                  o        the Asset Purchase Agreement, dated as of May 27,
                           2005 (the "RTMMC Purchase Agreement"), by and among
                           Triarc, ARG, RTMMC Acquisition, LLC, a direct
                           wholly owned subsidiary of Triarc ("RTMMC
                           Acquisition"), RTM Management Company, L.L.C.
                           ("RTMMC"), each of the members of RTMMC and the RTM
                           Representatives;

                  o        the First Amendment to Asset Purchase Agreement,
                           dated as of July 25, 2005 (the "RTMMC Amendment"),
                           by and among Triarc, ARG, RTMMC Acquisition, RTMMC,
                           each of the members of RTMMC and the RTM
                           Representatives; and

                  o        the Transaction Support Agreement, dated as of July
                           25, 2005 (the "Transaction Support Agreement"), by
                           and among Triarc, certain principal shareholders of
                           RTMRG who collectively beneficially owned
                           approximately 87.1% of the outstanding shares of
                           the RTMRG common stock, and the RTM
                           Representatives.

                  Under the terms of the RTMRG Merger Agreement, Merger Sub
Corp. merged with and into RTMRG, with RTMRG as the surviving corporation (the
"First Merger"), followed immediately thereafter by the merger of RTMRG with
and into Merger Sub LLC, with Merger Sub LLC as the surviving entity (the
"Second Merger" and, together with the First Merger, the "Mergers").
Immediately following the consummation of the Second Merger, Triarc
contributed all of the outstanding membership interests in Merger Sub LLC to
ARG, with Merger Sub LLC becoming a wholly owned direct subsidiary of ARG.
Holders of RTMRG common stock existing immediately prior to the First Merger
(the "RTMRG Shareholders") received, in the aggregate (i) $175 million in
cash, subject to post-closing adjustment based on the closing balance sheets
of RTM and ARG and (ii) 9,684,316 shares of Triarc Class B-1 Common Stock. In
addition, Triarc granted options to purchase 774,066 shares of Triarc Class
B-1 Common Stock (with a weighted average exercise price of $8.92 per share),
which were issued in replacement of existing RTM options. The shares of Triarc
Class B-1 Common Stock issued to the RTMRG Shareholders were issued only to
RTMRG Shareholders that qualified as "accredited investors" (as such term is
defined in Rule 501(a) of the Securities Act of 1933, as amended (the
"Securities Act")), were not registered under the Securities Act and are
subject to certain limitations on their resale. As referenced in Item 1.01
above, Triarc has agreed to file a registration statement with

<PAGE>

the Securities and Exchange Commission by August 24, 2005 to permit resales of
such shares of Triarc Class B-1 Common Stock.

                  Under the terms of the RTMAC Purchase Agreement, Triarc
purchased all of the outstanding membership interests in RTMAC (the "RTMAC
Purchase") for $10.00 in cash. Immediately following the RTMAC Purchase,
Triarc contributed all such membership interests in RTMAC to ARG, with RTMAC
becoming a wholly owned direct subsidiary of ARG.

                  Under the terms of the RTMMC Purchase Agreement, RTMMC
Acquisition acquired all of the assets of RTMMC, except specified excluded
assets, and assumed all of the liabilities of RTMMC, except specified excluded
liabilities (the "RTMMC Purchase" and together with the Mergers and the RTMAC
Purchase collectively, the "RTM Acquisitions"), for $10.00 in cash.
Immediately following the RTMMC Purchase, Triarc contributed all of the
outstanding membership interests of RTMMC Acquisition to ARG, with RTMMC
Acquisition becoming a direct wholly owned subsidiary of ARG.

                  In connection with the RTM Acquisitions, ARG also assumed
approximately $400 million of RTM net debt, including approximately $184
million of RTM capitalized lease and financing obligations.

                  Triarc, through its subsidiaries, is the franchisor of the
Arby's(R) restaurant system, which consists of approximately 3,500
restaurants, and, prior to the RTM Acquisitions, was the owner and operator of
233 Arby's restaurants. RTM is Arby's largest franchisee, with 775 Arby's
restaurants in 22 states. Except for their relationship as franchisee and
franchisor and in connection with the transactions related to the sale of 355
Arby's restaurants by Arby's to RTM in 1997, there were no material
relationships, other than in respect of the RTM Acquisitions, between RTMRG,
RTMAC or RTMMC and Triarc or any of its affiliates, or any officer or director
of Triarc, or any associate of any officer or director of Triarc. The RTM
Acquisitions (including the purchase price paid by Triarc in connection
therewith), were the result of an arm's-length negotiated transaction by the
parties.

                  ARG is expected to incur employee related restructuring
charges in connection with the RTM Acquisitions, which would include
severance, retention and relocation costs. The amount of such charges has yet
to be finalized, but is currently estimated at approximately $10 million.

                  The RTMRG Merger Agreement, the RTMRG Side Letter, the RTMAC
Purchase Agreement, the RTMAC Amendment, the RTMMC Purchase Agreement, the
RTMMC Amendment and the Transaction Support Agreement (collectively, the "RTM
Acquisition Agreements") are attached as exhibits hereto and are incorporated
herein by reference. Except for their status as the contractual documents that
establish and govern the legal relations among the parties thereto with
respect to the RTM Acquisitions, the RTM Acquisition Agreements and the Credit
Agreement are not intended to be a source of factual, business or operational
information about the parties. The representations, warranties and covenants
made by the parties in the RTM Acquisition Agreements and

<PAGE>

the Credit Agreement are qualified, including by information in the
confidential disclosure letters and supplements thereto that the parties
delivered to each other. Representations and warranties may be used as a tool
to allocate risks between the respective parties to the RTM Acquisition
Agreements and the Credit Agreement, including where the parties do not have
complete knowledge of all facts. Shareholders are not third-party
beneficiaries under the RTM Acquisition Agreements or the Credit Agreement and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of Triarc, ARG, RTM or any of their respective affiliates.

                  Triarc will file audited historical combined financial
statements of RTM and pro forma financial information as required by the
relevant Form 8-K rules under an amendment to this Form 8-K no later than 71
days after the date of the filing of this Form 8-K.

ITEM 2.03         CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
                  UNDER AND OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

                  The information set forth in Item 1.01 of this Report under
the heading "Credit Agreement" is incorporated by reference into this Item
2.03.

ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES

                  Under the terms of the RTMRG Merger Agreement, at the July
25, 2005 closing of the First Merger disclosed in Item 2.01 of this Report,
Triarc paid $175 million in cash and issued 9,684,316 shares of Triarc Class
B-1 Common Stock (the "Shares") in exchange for all of the common stock of
RTMRG and granted options to purchase 774,066 shares of Triarc Class B-1
Common Stock (with a weighted average exercise price of $8.92 per share) (the
"Replacement Options"), which were issued in replacement of existing RTM
options. The Shares and the Replacement Options were issued only to RTMRG
Shareholders and holders of existing RTM options, respectively, that qualified
as "accredited investors" (as such term is defined in Rule 501(a) of the
Securities Act). The description of the RTM Acquisitions contained in Item
2.01 of this Report is incorporated herein by reference.

                  In connection with the issuance of the Shares in the First
Merger and the grant of Replacement Options, Triarc relied on the exemption
from registration under the Securities Act under Rule 506 of Regulation D
under the Securities Act and Section 4(2) of the Securities Act. Triarc
reasonably believed that there were no more than 35 "purchasers" (as such term
is defined in Rule 501(a) of the Securities Act) that would receive Shares and
would be granted Replacement Options in connection with the RTM Acquisitions.



<PAGE>

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

      (c)    Exhibits

             EXHIBIT NO.                       DESCRIPTION
             -----------                       -----------

                 2.1          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.

                 2.2          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.

                 2.3          Membership 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.

                 2.4          First 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.

                 2.5          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.

                 2.6          First 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.

                 4.1          Registration Rights Agreement, dated as of July
                              25, 2005, among Triarc Companies, Inc. and
                              certain stockholders of Triarc Companies, Inc.


<PAGE>

             EXHIBIT NO.                       DESCRIPTION
             -----------                       -----------

                 4.2          First Supplemental Indenture, dated as of July
                              13, 2005, among Arby's Franchise Trust, Ambac
                              Assurance Corporation, as Insurer and as
                              Controlling Party, and BNY Midwest Trust
                              Company, as Indenture Trustee.

                 10.1         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,
                              Citigroup Global Markets Inc., Banc of America
                              Securities LLC and Credit Suisse, Cayman Islands
                              Branch, as joint lead arrangers and joint
                              book-running managers, 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-documentation agents.

                 10.2         Employment Agreement, dated July 25, 2005, by
                              and between Douglas N. Benham and Arby's
                              Restaurant Group, Inc.

                 10.3         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.


<PAGE>



                                   SIGNATURES

             Pursuant to the requirements of the Securities Exchange Act of
1934, Triarc has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: July 29, 2005

                                             TRIARC COMPANIES, INC.



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


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NO.                       DESCRIPTION
- -----------                       -----------

    2.1          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.

    2.2          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.

    2.3          Membership 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.

    2.4          First 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.

    2.5          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.

    2.6          First 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.

    4.1          Registration Rights Agreement, dated as of July 25, 2005,
                 among Triarc Companies, Inc. and certain stockholders of
                 Triarc Companies, Inc.

    4.2          First Supplemental Indenture, dated as of July 13, 2005,
                 among Arby's Franchise Trust, Ambac Assurance Corporation, as
                 Insurer and as Controlling Party, and BNY Midwest Trust
                 Company, as Indenture Trustee.


<PAGE>

    10.1         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, Citigroup Global
                 Markets Inc., Banc of America Securities LLC and Credit
                 Suisse, Cayman Islands Branch, as joint lead arrangers and
                 joint book-running managers, 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-documentation
                 agents.

    10.2         Employment Agreement, dated July 25, 2005, by and between
                 Douglas N. Benham and Arby's Restaurant Group, Inc.

    10.3         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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex2-1form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>

                                                                     EXHIBIT 2.1
                                                                     -----------



================================================================================



                               AGREEMENT AND PLAN

                                       OF

                                     MERGER

                                  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,
                           as the RTM Representatives



                           __________________________

                            Dated as of May 27, 2005
                           __________________________



================================================================================

<PAGE>

<TABLE>
<CAPTION>
                                           TABLE OF CONTENTS
                                                                                                      PAGE
                                                                                                      ----
<S>                      <C>                                                                          <C>
ARTICLE I THE MERGERS ...................................................................................3
     Section 1.01        The Mergers.....................................................................3
     Section 1.02        Closing.........................................................................4
     Section 1.03        Effective Times.................................................................4
     Section 1.04        Organizational Instruments......................................................5
     Section 1.05        Directors.......................................................................5
     Section 1.06        Officers........................................................................5
     Section 1.07        Certain Governance and Other Matters............................................6

ARTICLE II EFFECT OF THE MERGERS ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES; ESCROW; ADJUSTMENTS.........7
     Section 2.01        Calculation of Aggregate Merger Consideration...................................7
     Section 2.02        Conversion of Capital Stock in the First Merger.................................8
     Section 2.03        Conversion of Capital Stock and Membership Interests in the Second
                         Merger.........................................................................10
     Section 2.04        Exchange of Certificates.......................................................10
     Section 2.05        Escrow.........................................................................13
     Section 2.06        Treatment of RTMRG Stock Options...............................................15
     Section 2.07        Dissenting Shares..............................................................16
     Section 2.08        Pre-Closing Adjustments Based on Estimated Net Liabilities.....................16
     Section 2.09        Post-Closing Adjustments Based on Closing Net Liabilities......................17

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES........................................20
     Section 3.01        Organization and Qualification of Triarc Parties...............................21
     Section 3.02        Authorization of Triarc Parties; Enforceability................................21
     Section 3.03        Capitalization of Triarc.......................................................21
     Section 3.04        Subsidiaries of ARG............................................................22
     Section 3.05        Governmental Authorizations....................................................23
     Section 3.06        Non-Contravention..............................................................23
     Section 3.07        ARG Financial Statements; Internal Controls; Indebtedness......................24
     Section 3.08        Absence of Certain Changes or Events...........................................25
     Section 3.09        Absence of Undisclosed Liabilities.............................................25
     Section 3.10        Compliance with Laws; Permits..................................................26
     Section 3.11        Legal Actions..................................................................26
     Section 3.12        Contracts......................................................................27
     Section 3.13        Tax Matters....................................................................29
     Section 3.14        Employee Benefits..............................................................31
     Section 3.15        Labor Matters..................................................................33
     Section 3.16        Environmental Matters..........................................................34
     Section 3.17        Intellectual Property..........................................................34
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>                      <C>                                                                          <C>
     Section 3.18        Real Property..................................................................35
     Section 3.19        Personal Property..............................................................35
     Section 3.20        Sufficiency of Assets..........................................................36
     Section 3.21        Insurance......................................................................36
     Section 3.22        Inventory......................................................................36
     Section 3.23        Accounts Receivable............................................................36
     Section 3.24        Suppliers......................................................................36
     Section 3.25        ARG Restaurants................................................................37
     Section 3.26        Franchisees....................................................................37
     Section 3.27        Transactions with Affiliates...................................................38
     Section 3.28        Sufficient Funds...............................................................39
     Section 3.29        Brokers and Finders............................................................39

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES.........................................39
     Section 4.01        Organization and Qualification of Triarc Parties...............................40
     Section 4.02        Authorization of Triarc Parties; Enforceability................................40
     Section 4.03        Capitalization of Triarc.......................................................40
     Section 4.04        Governmental Authorizations....................................................41
     Section 4.05        Non-Contravention..............................................................41
     Section 4.06        SEC Reports....................................................................42
     Section 4.07        Triarc Financial Statements....................................................42
     Section 4.08        Absence of Certain Changes or Events...........................................43
     Section 4.09        Absence of Undisclosed Liabilities.............................................43
     Section 4.10        Legal Actions..................................................................43
     Section 4.11        Sufficient Funds...............................................................44
     Section 4.12        Brokers and Finders............................................................44
     Section 4.13        Certain Tax Matters............................................................44

ARTICLE V REPRESENTATIONS AND WARRANTIES OF RTMRG.......................................................45
     Section 5.01        Organization and Qualification of RTMRG........................................45
     Section 5.02        Authorization of RTMRG; Enforceability.........................................45
     Section 5.03        Capitalization of RTMRG........................................................45
     Section 5.04        Subsidiaries of RTMRG..........................................................46
     Section 5.05        Governmental Authorizations....................................................47
     Section 5.06        Non-Contravention..............................................................47
     Section 5.07        Restated Combined RTM Financial Statements; Internal Controls;
                         Indebtedness...................................................................48
     Section 5.08        Absence of Certain Changes or Events...........................................49
     Section 5.09        Absence of Undisclosed Liabilities.............................................49
     Section 5.10        Compliance with Laws; Permits..................................................50
     Section 5.11        Legal Actions..................................................................50
     Section 5.12        Contracts......................................................................51
     Section 5.13        Tax Matters....................................................................53
     Section 5.14        Employee Benefits..............................................................55
     Section 5.15        Labor Matters..................................................................58
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                      <C>                                                                          <C>
     Section 5.16        Environmental Matters..........................................................58
     Section 5.17        Intellectual Property..........................................................58
     Section 5.18        Real Property..................................................................59
     Section 5.19        Personal Property..............................................................60
     Section 5.20        Sufficiency of Assets..........................................................60
     Section 5.21        Insurance......................................................................60
     Section 5.22        Inventory......................................................................61
     Section 5.23        Accounts Receivable............................................................61
     Section 5.24        Suppliers......................................................................61
     Section 5.25        RTMRG Restaurants..............................................................61
     Section 5.26        Transactions with Affiliates...................................................62
     Section 5.27        Brokers and Finders............................................................62

ARTICLE VI INTERIM OPERATIONS COVENANTS.................................................................63
     Section 6.01        Conduct of Business of Triarc and its Subsidiaries.............................63
     Section 6.02        Conduct of Business of RTMRG and its Subsidiaries..............................64
     Section 6.03        Conduct of Business of Merger Sub Corp. and Merger Sub LLC.....................67
     Section 6.04        Control of Business Pending Closing............................................67

ARTICLE VII ADDITIONAL COVENANTS........................................................................67
     Section 7.01        Access to Information; Confidentiality.........................................67
     Section 7.02        Commercially Reasonable Efforts................................................68
     Section 7.03        Notices of Certain Events......................................................68
     Section 7.04        Consents; Filings..............................................................69
     Section 7.05        Shelf Registration Statement...................................................70
     Section 7.06        Actions With Respect to RTMRG Shareholders.....................................70
     Section 7.07        Actions With Respect to Debt Financing and Debt Refinancings...................71
     Section 7.08        No Solicitation................................................................72
     Section 7.09        Takeover Statutes..............................................................72
     Section 7.10        Defense of Litigation..........................................................72
     Section 7.11        Employees and Employee Benefits, Etc...........................................73
     Section 7.12        Directors' and Officers' Indemnification and Insurance.........................74
     Section 7.13        Public Announcements...........................................................75
     Section 7.14        Sarbanes-Oxley Compliance......................................................75
     Section 7.15        RTM Insurance Matters..........................................................76
     Section 7.16        Certain Loan Repayments........................................................77
     Section 7.17        Co-Branded Restaurants.........................................................78
     Section 7.18        RTM Trademarks.................................................................78
     Section 7.19        Charitable Commitments.........................................................78
     Section 7.20        Actions With Respect to the Trigger Event......................................78
     Section 7.21        Delivery of 2005 RTM Audited Financials........................................79
     Section 7.22        Excluded Asset Disposition Proceeds............................................79
     Section 7.23        Amendment of RTMRG Rollover Options............................................79
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<S>                      <C>                                                                          <C>
ARTICLE VIII TAX MATTERS ...............................................................................79
     Section 8.01        Tax Indemnification............................................................79
     Section 8.02        Tax Indemnification Procedures.................................................81
     Section 8.03        RTM Tax Audits and Contests; Cooperation.......................................83
     Section 8.04        Preparation of Tax Returns and Payment of Taxes................................84
     Section 8.05        Straddle Periods...............................................................86
     Section 8.06        Refunds........................................................................86
     Section 8.07        Conveyance Taxes...............................................................87
     Section 8.08        Termination of Tax Sharing Agreements..........................................87
     Section 8.09        Carrybacks.....................................................................87
     Section 8.10        Tax Treatment..................................................................87
     Section 8.11        RTMRG "Excess Loss Accounts"...................................................87
     Section 8.12        Triarc Tax Sharing Agreement...................................................88
     Section 8.13        RTMAC Management Agreement.....................................................88

ARTICLE IX CONDITIONS TO CLOSING........................................................................88
     Section 9.01        Conditions to Each Party's Obligation to Effect the Mergers....................88
     Section 9.02        Conditions to Obligations of the Triarc Parties to Effect the Mergers..........89
     Section 9.03        Conditions to Obligation of RTMRG to Effect the Mergers........................91
     Section 9.04        Frustration of Closing Conditions..............................................93
     Section 9.05        Tax Treatment..................................................................93
     Section 9.06        RTMMC and RTMAC Purchase.......................................................94

ARTICLE X TERMINATION, AMENDMENT AND WAIVER.............................................................94
     Section 10.01       Grounds for Termination........................................................94
     Section 10.02       Effect of Termination..........................................................94
     Section 10.03       Amendment......................................................................95
     Section 10.04       Extension; Waiver..............................................................95

ARTICLE XI SURVIVAL; INDEMNIFICATION....................................................................95
     Section 11.01       Survival.......................................................................95
     Section 11.02       Obligation of Triarc to Indemnify..............................................96
     Section 11.03       Matters Pertaining to Indemnification by Triarc................................97
     Section 11.04       Obligation of RTMRG Shareholders to Indemnify..................................99
     Section 11.05       Matters Pertaining to Indemnification by the RTMRG Shareholders...............100
     Section 11.06       Procedure for Indemnification.................................................103
     Section 11.07       Sole and Exclusive Remedy.....................................................105
     Section 11.08       Miscellaneous.................................................................105

ARTICLE XII MISCELLANEOUS..............................................................................105
     Section 12.01       Definitions...................................................................105
     Section 12.02       Interpretation................................................................127
     Section 12.03       Fees, Costs and Expenses......................................................127
     Section 12.04       Notices.......................................................................128
</TABLE>


                                      -iv-
<PAGE>

<TABLE>
<S>                      <C>                                                                          <C>
     Section 12.05       Governing Law.................................................................130
     Section 12.06       Jurisdiction..................................................................130
     Section 12.07       WAIVER OF JURY TRIAL..........................................................130
     Section 12.08       Exhibits and Disclosure Letters...............................................130
     Section 12.09       No Third-Party Beneficiaries..................................................131
     Section 12.10       Severability..................................................................131
     Section 12.11       Rules of Construction.........................................................131
     Section 12.12       Assignment....................................................................131
     Section 12.13       Remedies......................................................................131
     Section 12.14       Specific Performance..........................................................131
     Section 12.15       Counterparts..................................................................131
     Section 12.16       Entire Agreement..............................................................132
     Section 12.17       RTM Representatives...........................................................132
     Section 12.18       Neutral Treatment for Pre-Approved Matter.....................................135
</TABLE>


ANNEXES

Annex A    -    Certificate of Designation
Annex B    -    Form of Escrow Agreement
Annex C    -    Form of Registration Rights Agreement
Annex D    -    Terms of Management Services Agreement
Annex E    -    Form of Corporate Services Agreement
Annex F    -    List of Unaccredited RTMRG Shareholders
Annex G    -    List of Accredited RTMRG Shareholders
Annex H    -    Form of Press Release




                                      -v-

<PAGE>


                       AGREEMENT AND PLAN OF MERGER

         AGREEMENT AND PLAN OF MERGER (this "AGREEMENT"), dated as of May 27,
2005, by and 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 below). Capitalized terms used in this Agreement
without definition shall have the meanings ascribed to them in Article XII.

                              W I T N E S S E T H:

         WHEREAS, the respective boards of directors (or comparable governing
body) of each of the Triarc Parties and RTMRG have each approved and adopted
this Agreement and the Ancillary Agreements (as defined below) to which it is a
party and the transactions contemplated by this Agreement and such Ancillary
Agreements, in each case after making a determination that this Agreement and
such transactions are advisable and fair to, and in the best interests of, such
company and its shareholders (or members);

         WHEREAS, certain shareholders of RTMRG, including the RTMRG Principal
Shareholders (as defined below), who collectively beneficially own at least 98%
of the outstanding shares of RTMRG Common Stock (as defined below), have duly
executed and delivered a written consent of such shareholders approving this
Agreement and the First Merger (as defined below) (the "RTMRG WRITTEN CONSENT");

         WHEREAS, if the Triarc B-2 Election (as defined below) shall have been
duly made, then immediately prior to the Closing (as defined below), pursuant to
the transactions contemplated by this Agreement and on the terms and subject to
the conditions set forth herein, INTER ALIA, Triarc will, in accordance with the
Delaware General Corporation Law, as amended (the "DGCL"), create a new series
of Class B Common Stock, par value $0.10 per share, of Triarc (the "TRIARC CLASS
B COMMON STOCK") designated as Class B Common Stock, Series 2, par value $0.10
per share (the "TRIARC CLASS B-2 COMMON STOCK"), having such rights, preferences
and privileges substantially as set forth in the Certificate of Designation in
the form attached hereto as ANNEX A (the "CERTIFICATE OF DESIGNATION");

         WHEREAS, pursuant to the transactions contemplated by this Agreement
and on the terms and subject to the conditions set forth herein, INTER ALIA, at
the First Effective Time (as defined below), Merger Sub Corp. will, in
accordance with the Georgia Business Corporation Code, as amended (the "GBCC"),
merge with and into RTMRG, with RTMRG as the surviving corporation (the "FIRST
MERGER"), and all of the outstanding shares of common stock, no par value per
share, of RTMRG (the "RTMRG COMMON Stock") will be converted into the right to
receive either (a) cash only or (b) a combination of cash and shares of either
(i) Class B Common Stock, Series 1, par value

<PAGE>

$0.10 per share, of Triarc (the "TRIARC CLASS B-1 COMMON STOCK"), if the Triarc
B-1 Election shall have been made, or (ii) Triarc Class B-2 Common Stock, if the
Triarc B-2 Election shall have been made;

         WHEREAS, immediately after the First Effective Time and at the Second
Effective Time (as defined below), RTMRG will, in accordance with the GBCC and
the Delaware Limited Liability Company Act, as amended (the "DLLCA"), merge with
and into Merger Sub LLC, with Merger Sub LLC as the surviving entity (the
"SECOND MERGER" and, together with the First Merger, the "MERGERS") and
immediately after the Second Effective Time, Triarc will contribute all of the
outstanding membership interests in the surviving entity in the Second Merger
directly or indirectly to Triarc Restaurant Holdings, LLC, which will directly
or indirectly contribute all of the outstanding membership interests in the
surviving entity in the Second Merger to Arby's Restaurant Group, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Triarc ("ARG")
(such contributions, the "TRIARC CONTRIBUTIONS");

         WHEREAS, for U.S. federal income tax purposes, it is intended that the
Mergers will be treated as a single integrated transaction that is characterized
as a merger of RTMRG into Triarc in a transaction that is a "reorganization"
within the meaning of section 368(a)(1)(A) of the Code and that the Triarc
Contributions will be treated as transactions described in section 351 of the
Code (the "EXPECTED TAX TREATMENT");

         WHEREAS, certain principal shareholders of RTMRG (the "RTMRG PRINCIPAL
SHAREHOLDERS"), who collectively beneficially own approximately 87.1% of the
outstanding shares of RTMRG Common Stock, have entered into a Transaction
Support Agreement for the benefit of Triarc (the "TRANSACTION SUPPORT
AGREEMENT"), pursuant to which the RTMRG Principal Shareholders have agreed,
INTER ALIA, on the terms and subject to the conditions set forth in the
Transaction Support Agreement, (a) to seek to obtain the waiver from each
shareholder of RTMRG of dissenters rights in respect of the First Merger and (b)
to the indemnification obligations of the RTMRG Principal Shareholders set forth
in this Agreement and the restrictive covenants set forth therein;

         WHEREAS, Triarc, ARG, each of the members of RTM Acquisition Company,
L.L.C., a Georgia limited liability company ("RTMAC"), and Russell V. Umphenour,
Jr., Dennis E. Cooper and J. Russell Welch,, as the RTM Representatives, have
entered into a Membership Interest Purchase Agreement, dated as of the date
hereof (the "RTMAC PURCHASE AGREEMENT"), pursuant to which, INTER ALIA,
simultaneously with the Closing, Triarc or its assignee(s) will purchase, on the
terms and subject to the conditions set forth therein, all of the outstanding
membership interests owned by each such member (the "RTMAC PURCHASE"), for an
amount in cash equal to the Aggregate Purchase Price (as defined therein) (as
used herein, the "RTMAC AGGREGATE PURCHASE PRICE");

         WHEREAS, Triarc, ARG, RTMMC Acquisition, LLC, a Delaware limited
liability company and a direct wholly-owned subsidiary of Triarc ("RTMMC
ACQUISITION SUB"), RTM Management Company, L.L.C., a Georgia limited liability
company ("RTMMC"), each of the members of RTMMC and Russell V. Umphenour, Jr.,


                                      -2-
<PAGE>

Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, have entered
into an Asset Purchase Agreement, dated as of the date hereof (the "RTMMC
PURCHASE AGREEMENT"), pursuant to which, INTER ALIA, simultaneously with the
Closing, RTMMC Acquisition Sub will acquire from RTMMC, on the terms and subject
to the conditions set forth therein, the Purchased Assets (as defined therein)
and the Assumed Liabilities (as defined therein) (the "RTMMC PURCHASE" and,
together with the Mergers and the RTMAC Purchase, the "RTM TRANSACTIONS") for an
amount in cash equal to the cash portion of the Aggregate Purchase Price (as
defined therein) (as used herein, the "RTMMC AGGREGATE PURCHASE PRICE"); and

         WHEREAS, simultaneously with, and as a condition to the obligation of
the parties hereto to effect, the Mergers, (a) Triarc, each of the RTMRG
Principal Shareholders, each of the members of RTMAC as of immediately prior to
the Closing, RTMMC, each of the members of RTMMC as of immediately prior to the
Closing, the RTM Representatives and the Escrow Agent (as defined below) will
enter into an Escrow Agreement in the form attached hereto as ANNEX B with such
changes as may be requested by the Escrow Agent (the "ESCROW AGREEMENT"), (b)
Triarc and the RTMRG Shareholders who receive a portion of the Aggregate Share
Consideration (as defined below) will enter into a Registration Rights Agreement
substantially in the form attached hereto as ANNEX C (the "REGISTRATION RIGHTS
AGREEMENT"), (c) ARG and one or more of the Mrs. Winners Obligors (as defined
below) will enter into a Management Services Agreement on substantially the same
terms as set forth in ANNEX D (the "MANAGEMENT SERVICES AGREEMENT") and (d) ARG
and Triarc will enter into a Corporate Services Agreement substantially in the
form attached hereto as ANNEX E (the "CORPORATE SERVICES AGREEMENT").

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:


                                   ARTICLE I

                                  THE MERGERS

         Section 1.01   THE MERGERS.

         (a)    Upon the terms and subject to the conditions set forth in this
Agreement and in accordance with the GBCC, at the First Effective Time, (i)
Merger Sub Corp. shall be merged with and into RTMRG, (ii) the separate
existence of Merger Sub Corp. shall cease and RTMRG shall continue its existence
as a corporation under Georgia Law as the surviving corporation in the First
Merger (the "SURVIVING CORPORATION") and (iii) the Surviving Corporation shall
become an indirect wholly owned Subsidiary of Triarc. The First Merger shall
have the effects set forth in Section 14-2-1106 of the GBCC and in this
Agreement.

         (b)    Upon the terms and subject to the conditions set forth in this
Agreement and in accordance with the GBCC and the DLLCA, immediately after the


                                      -3-
<PAGE>

First Effective Time and at the Second Effective Time, (i) the Surviving
Corporation shall be merged with and into Merger Sub LLC, (ii) the separate
existence of the Surviving Corporation shall cease and Merger Sub LLC shall
continue its existence as a limited liability company under Delaware Law as the
surviving entity in the Second Merger (the "SURVIVING LLC") and (iii) the
Surviving LLC shall remain an indirect wholly owned Subsidiary of Triarc. The
Second Merger shall have the effects set forth in Section 14-2-1106 of the GBCC,
Section 18-209 of the DLLCA and in this Agreement.

         (c)    Upon the terms and subject to the conditions set forth in this
Agreement, immediately after the Second Effective Time, Triarc shall make the
Triarc Contributions.

         Section 1.02   CLOSING. Subject to the satisfaction or waiver of all of
the conditions to closing contained in Article IX, the closing of the Mergers
(the "CLOSING") shall take place (a) at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, at
10:00 a.m. on the third Business Day after the day on which the last of those
conditions (other than any conditions, including the consummation of the RTMAC
Purchase and the RTMMC Purchase, that by their nature are to be satisfied at the
Closing) is satisfied or waived in accordance with this Agreement or (b) at such
other place and time or on such other date as Triarc and the RTM Representatives
may agree in writing. The date on which the Closing occurs is referred to as the
"CLOSING DATE."

         Section 1.03   EFFECTIVE TIMES.

         (a)    At the Closing, Triarc, Merger Sub Corp. and RTMRG shall cause a
certificate of merger in respect of the First Merger (the "FIRST CERTIFICATE OF
MERGER") to be executed, signed, acknowledged and filed with the Secretary of
State of the State of Georgia as provided in Section 14-2-1105 of the GBCC. The
First Merger shall become effective when the First Certificate of Merger has
been duly filed with the Secretary of State of the State of Georgia or at such
other subsequent date or time as Triarc, Merger Sub Corp. and RTMRG may agree
and specify in the First Certificate of Merger in accordance with the GBCC (the
"FIRST EFFECTIVE TIME").

         (b)    At the Closing and after the First Effective Time, Triarc,
Merger Sub LLC and the Surviving Corporation shall cause a certificate of merger
in respect of the Second Merger (the "SECOND CERTIFICATE OF MERGER") to be
executed, signed, acknowledged and filed with the Secretary of State of the
State of Georgia as provided in Section 14-2-1105 of the GBCC and the Secretary
of State of the State of Delaware as provided in Section 18-209(c) of the DLLCA.
The Second Merger shall become effective when the Second Certificate of Merger
has been duly filed with the Secretaries of State of the States of Georgia and
Delaware or at such other subsequent date or time as Triarc, Merger Sub LLC and
the Surviving Corporation may agree and specify in the Second Certificate of
Merger in accordance with the GBCC and the DLLCA (the "SECOND EFFECTIVE TIME").


                                      -4-
<PAGE>

         Section 1.04   ORGANIZATIONAL INSTRUMENTS.

         (a)    If the Triarc B-2 Election shall have been duly made, Triarc's
board of directors shall adopt the Certificate of Designation and Triarc shall
cause the Certificate of Designation to be filed with the Secretary of State of
the State of Delaware and to be effective as of immediately prior to the First
Effective Time.

         (b)    The articles of incorporation of Merger Sub Corp. in effect
immediately prior to the First Effective Time shall be, from and after the First
Effective Time, the articles of incorporation of the Surviving Corporation until
thereafter changed or amended as provided therein or by the GBCC. The bylaws of
Merger Sub Corp. in effect immediately prior to the First Effective Time shall
be, from and after the First Effective Time, the bylaws of the Surviving
Corporation until thereafter changed or amended as provided therein, by the
articles of incorporation of the Surviving Corporation or by the GBCC.

         (c)    The certificate of formation of Merger Sub LLC in effect
immediately prior to the Second Effective Time shall be, from and after the
Second Effective Time, the certificate of formation of the Surviving LLC until
thereafter changed or amended as provided therein or by the DLLCA. The limited
liability company agreement of Merger Sub LLC in effect immediately prior to the
Second Effective Time shall be, from and after the Second Effective Time, the
limited liability company agreement of the Surviving LLC until thereafter
changed or amended as provided therein or by the DLLCA.

         Section 1.05   DIRECTORS.

         (a)    Triarc shall take all requisite action so that the directors of
Merger Sub Corp. immediately prior to the First Effective Time shall be, from
and after the Effective Time, the directors of the Surviving Corporation until
their successors are duly elected and qualified or until their earlier death,
resignation or removal in accordance with the articles of incorporation and
bylaws of the Surviving Corporation and the GBCC.

         (b)    Triarc shall take all requisite action so that the directors
(or managers) of Merger Sub LLC immediately prior to the Second Effective Time
shall be, from and after the Second Effective Time, the directors (or managers)
of the Surviving LLC until their successors are duly elected and qualified or
until their earlier death, resignation or removal in accordance with the limited
liability company agreement of the Surviving Entity and the DLLCA.

         Section 1.06   OFFICERS.

         (a)    Triarc shall take all requisite action so that the officers of
Merger Sub Corp. immediately prior to the First Effective Time shall be, from
and after the First Effective Time, the officers of the Surviving Corporation
until their successors are duly elected and qualified or until their earlier
death, resignation or removal in accordance


                                      -5-
<PAGE>

with the articles of incorporation and the bylaws of the Surviving Corporation
and the GBCC.

         (b)    Triarc shall take all requisite action so that the officers of
Merger Sub LLC immediately prior to the Second Effective Time shall be, from and
after the Second Effective Time, the officers of the Surviving LLC until their
successors are duly elected and qualified or until their earlier death,
resignation or removal in accordance with the limited liability company
agreement of the Surviving LLC and the DLLCA.

         Section 1.07   CERTAIN GOVERNANCE AND OTHER MATTERS.

         (a)    If (x) the Triarc B-1 Election shall have been duly made or (y)
the Triarc B-2 Election shall have been duly made and the shares of Triarc B-2
Common Stock issued pursuant to the Triarc B-2 Election are converted into
shares of Triarc Class B-1 Common Stock on January 3, 2006 because the Trigger
Event shall not have occurred or prior to January 3, 2006 or because an Adverse
Board Determination shall have been made:

                  (i)   The board of directors of Triarc promptly following the
Closing or such conversion, as applicable, shall, subject to compliance with its
fiduciary duties and applicable Law, take such actions as are necessary and
appropriate to cause the number of directors then comprising Triarc's board of
directors to be increased by one and to elect to fill such vacancy Russell V.
Umphenour Jr., until his successor is duly elected and qualified or until his
earlier death, resignation or removal in accordance with the certificate of
incorporation of Triarc (as amended as of the date hereof, the "TRIARC
CERTIFICATE OF INCORPORATION"), the bylaws of Triarc (as amended as of the date
hereof, the "TRIARC BYLAWS"), and the DGCL.

                (ii)    If Russell V. Umphenour, Jr. dies or becomes disabled
while serving on the board of directors of Triarc and the number of shares of
Triarc Class B-1 Common Stock that the RTMRG Shareholders in the aggregate
beneficially own (excluding, for this purpose, any unexercised options, warrants
or rights to purchase, and securities that are convertible into, or exchangeable
for, shares of Triarc Class B-1 Common Stock held by the RTMRG Shareholders), as
a percentage of the total number of shares of Triarc Class A Common Stock, and
Triarc Class B-1 Common Stock, issued and outstanding at such time is at least
ten percent, then the RTM Representatives shall have the right to designate,
subject to the Triarc board of directors' fiduciary duties and compliance with
Laws, another individual acceptable to Triarc to replace Russell V. Umphenour,
Jr. as a director of Triarc until such individual's successor is duly elected
and qualified or until such individual's earlier death, resignation or removal
in accordance with the Triarc Certificate of Incorporation, the Triarc Bylaws
and the DGCL.

         (b)    If the Triarc B-2 Election shall have been duly made and the
Trigger Event shall have occurred:

                (i)     The board of directors of Triarc promptly following
such Trigger Event shall, subject to compliance with its fiduciary duties and
applicable Law,


                                      -6-
<PAGE>

take such actions as are necessary and appropriate to cause the number of
directors then comprising Triarc's board of directors to be increased by two and
to elect to fill such vacancies with Russell V. Umphenour, Jr. and one member
designated by the RTM Representatives who is acceptable to Triarc (the
"DESIGNATED RTMRG DIRECTOR"), until their successors are duly elected and
qualified or until their earlier death, resignation or removal in accordance
with the Triarc Certificate of Incorporation, the Triarc Bylaws and the DGCL.

                (ii)    If the number of shares of Triarc Class B-1 Common Stock
that the RTMRG Shareholders in the aggregate beneficially own (excluding, for
this purpose, any unexercised options, warrants or rights to purchase, and
securities that are convertible into, or exchangeable for, shares of Triarc
Class B-1 Common Stock held by the RTMRG Shareholders), as a percentage of the
total number of shares of Triarc Class A Common Stock, and Triarc Class B-1
Common Stock, issued and outstanding at such time is less than ten percent, then
the Designated RTMRG Director promptly shall resign from the board of directors
of Triarc.

         (c)    Upon the written request of Triarc, the RTM Representatives
promptly shall certify in writing to Triarc the aggregate number of shares of
Triarc Common Stock beneficially owned by the RTMRG Shareholders at such time
(calculated in accordance with Section 1.07(a)(ii) or Section 1.07(b)(ii)), as
the case may be, and Triarc shall be entitled fully to rely thereon in complying
with Section 1.07(a)(ii) or Section 1.07(b)(ii), as the case may be.

         (d)    Triarc shall enter into separate indemnification agreements with
each of the directors designated by the RTM Representatives substantially in the
form, if any, as are then in effect between Triarc and the other members of its
board of directors.

         (e)    The headquarters for ARG and its Subsidiaries shall be located
immediately following the Closing in the Atlanta, Georgia metropolitan area.


                                   ARTICLE II

               EFFECT OF THE MERGERS ON CAPITAL STOCK; EXCHANGE OF
                       CERTIFICATES; ESCROW; ADJUSTMENTS

         Section 2.01   CALCULATION OF AGGREGATE MERGER CONSIDERATION.  As used
herein,

         (a)    "AGGREGATE MERGER CONSIDERATION" means:

                (i)     cash in amount equal to $175 million, subject to
adjustment as provided in Section 2.08 and Section 2.09 (as adjusted, the
"AGGREGATE CASH CONSIDERATION"); and

                (ii)    at the election of the RTM Representatives by written
notice thereof to Triarc not less than five Business Days prior to the Closing
Date (which election shall be irrevocable), either:


                                      -7-
<PAGE>

                        (A)     10,000,000 validly issued, fully-paid and
         non-assessable shares of Triarc Class B-1 Common Stock (the "TRIARC B-1
         ELECTION"), as adjusted for any stock splits, combinations or
         reclassifications after the date hereof and prior to the Closing; or

                        (B)     10,000,000 validly issued, fully paid and
         non-assessable shares of Triarc Class B-2 Common Stock (the "TRIARC B-2
         ELECTION"), as adjusted for any stock splits, combinations or
         reclassifications after the date hereof and prior to the Closing;

PROVIDED, HOWEVER, that if the Triarc B-2 Election shall not have been duly and
timely made in accordance with this Section 2.01, then the Triarc B-1 Election
shall be deemed to have been made (in either case, such shares as so elected,
the "AGGREGATE SHARE CONSIDERATION"); and

         (b)    "ADJUSTED AGGREGATE MERGER CONSIDERATION VALUE" means the sum of
(i) the amount of the Aggregate Cash Consideration (determined for purposes of
Closing and calculating the applicable Per Share Merger Consideration in
accordance with Section 2.02(c) without reference to any adjustment pursuant to
Section 2.09) PLUS (ii) the product of (A) the total number of shares included
in the Aggregate Share Consideration MULTIPLIED BY (B) the Current Market Price.

         Section 2.02   CONVERSION OF CAPITAL STOCK IN THE FIRST MERGER. At the
First Effective Time, by virtue of the First Merger and without any action on
the part of Triarc, Merger Sub Corp., RTMRG or the holder of any shares of
capital stock of Merger Sub Corp. or RTMRG:

         (a)    CONVERSION OF MERGER SUB CORP. CAPITAL STOCK. Each share of
common stock, par value $1.00 per share, of Merger Sub Corp. issued and
outstanding immediately prior to the First Effective Time shall be converted
into and become one fully paid and non-assessable share of common stock, par
value $1.00 per share, of the Surviving Corporation.

         (b)    CANCELLATION OF TREASURY STOCK. Each share of RTMRG Common
Stock owned by RTMRG or any of its wholly owned Subsidiaries immediately prior
to the First Effective Time (collectively, the "EXCLUDED SHARES") shall be
canceled automatically and shall cease to exist, and no consideration shall be
paid in exchange for those Excluded Shares.

         (c)    CONVERSION OF RTMRG COMMON STOCK.

                (i)     Subject to adjustment as provided in Section 2.02(c)(iv)
below, each share of RTMRG Common Stock issued and outstanding immediately prior
to the First Effective Time held by each RTMRG Shareholder listed in ANNEX F
hereto, other than Dissenting Shares, shall be converted into the right to
receive, subject to Section 2.05, an amount of cash, without interest, equal to
the quotient obtained by dividing (x) the sum of the Adjusted Aggregate Merger
Consideration Value by (y) the


                                      -8-
<PAGE>

sum of the total number of shares of RTMRG Common Stock issued and outstanding
immediately prior to the First Effective Time, other than Excluded Shares (the
"UNACCREDITED INVESTOR PER SHARE MERGER CONSIDERATION").

                (ii)    Subject to adjustment as provided in Section 2.02(c)(iv)
below, each share of RTMRG Common Stock issued and outstanding immediately prior
to the First Effective Time held by each RTMRG Shareholder listed in ANNEX G
hereto (each such shareholder having certified in writing on the date hereof to
Triarc as to his, her or its status as an "accredited investor," as such term is
defined in Rule 501(a) under the Securities Act), other than Dissenting Shares,
shall be converted into the right to receive, subject to Section 2.05, the
following (the "ACCREDITED INVESTOR PER SHARE MERGER CONSIDERATION," and
together with the Unaccredited Investor Per Share Merger Consideration, the "PER
SHARE MERGER CONSIDERATION"):

                        (A)     an amount of cash, without interest, equal to
         the quotient obtained by dividing (x) the difference between Aggregate
         Cash Consideration (determined for purposes of Closing and calculating
         the applicable Per Share Merger Consideration in accordance with
         Section 2.02(c) without reference to any adjustment pursuant to Section
         2.09) and the aggregate amount to be paid as Unaccredited Investor Per
         Share Merger Consideration pursuant to Section 2.02(c)(i) by (y) the
         total number of shares of RTMRG Common Stock issued and outstanding
         immediately prior to the First Effective Time held by the RTMRG
         Shareholders listed on ANNEX G hereto (the "ACCREDITED INVESTOR PER
         SHARE CASH CONSIDERATION"); and

                        (B)     a number of validly issued, fully paid and
         non-assessable shares of Triarc Class B-1 Common Stock or Triarc Class
         B-2 Common Stock, as applicable, equal to the quotient obtained by
         dividing (x) the difference between (I) the Unaccredited Investor Per
         Share Merger Consideration and (II) the Accredited Investor Per Share
         Cash Consideration, by (y) the Current Market Price, subject to the
         payment of cash in lieu of fractional shares as provided in Section
         2.04(e).

                (iii)   All shares of RTMRG Common Stock that have been
converted into the right to receive the Per Share Merger Consideration as
provided in this Section 2.02(c) shall be canceled automatically and shall cease
to exist, and the holders of certificates which immediately prior to the First
Effective Time represented those shares ("RTMRG CERTIFICATES") shall cease to
have any rights with respect to those shares, other than the right to receive
the Per Share Merger Consideration upon surrender of RTMRG Certificates in
accordance with Section 2.04(b).

                (iv)    The Per Share Merger Consideration shall 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.


                                      -9-
<PAGE>

         Section 2.03   CONVERSION OF CAPITAL STOCK AND MEMBERSHIP INTERESTS IN
THE SECOND MERGER. At the Second Effective Time, by virtue of the Second Merger
and without any action on the part of Triarc, Merger Sub LLC, the Surviving
Corporation or the holder of any shares of membership interests or capital stock
of Merger Sub LLC or the Surviving Corporation:

         (a)    CONVERSION OF MERGER SUB LLC MEMBERSHIP INTERESTS. The
membership interests of Merger Sub LLC issued and outstanding immediately prior
to the Second Effective Time shall be converted into and become fully paid and
non-assessable membership interests of the Surviving LLC.

         (b)    CANCELLATION OF CAPITAL STOCK OF SURVIVING CORPORATION. Each
share of common stock, par value $1.00 per share, of the Surviving Corporation
issued and outstanding immediately prior to the Second Effective Time shall be
canceled automatically and shall cease to exist, and no consideration shall be
paid in exchange for such shares.

         Section 2.04   EXCHANGE OF CERTIFICATES.

         (a)    EXCHANGE AGENT. Subject to the provisions of Section 2.05 and
Section 2.07, promptly following the First Effective Time, Triarc shall deposit
with Triarc's transfer agent for its shares of Triarc Class A Common Stock and
Triarc Class B-1 Common Stock, or with such other bank or trust company
designated by Triarc prior to the First Effective Time and reasonably acceptable
to the RTM Representatives (the "EXCHANGE AGENT"), for the benefit of the
holders of RTMRG Certificates and for exchange in accordance with this Article
II, (i) immediately available funds in amounts necessary to make the payments
pursuant to Section 2.02(c), (ii) certificates representing the portion of the
Aggregate Share Consideration issuable pursuant to Section 2.02(c)(ii)(B) and
(iii) the notes, marked "cancelled and paid in full," formerly evidencing in the
aggregate the RTMRG Shareholders Obligations Amounts for all RTMRG Shareholders
other than the RTMRG Shareholders listed in Section 9.02(i) of the RTMRG
Disclosure Letter (the "CANCELLED RTMRG SHAREHOLDER NOTES") (such funds and
certificates, together with any dividends or distributions with respect thereto
to which the holders of such certificates may be entitled pursuant to Section
2.04(c), being hereinafter referred to as the "EXCHANGE FUND") in exchange for
RTMRG Certificates.

         (b)    EXCHANGE PROCEDURES.

                (i)     LETTER OF TRANSMITTAL. Promptly after the First
Effective Time, Triarc shall cause the Exchange Agent to mail to each holder of
record of an RTMRG Certificate (A) a letter of transmittal in customary form,
specifying that delivery shall be effected, and risk of loss and title to the
RTMRG Certificates shall pass, only upon proper delivery of RTMRG Certificates
to the Exchange Agent; (B) a certificate in customary form stating that such
RTMRG Shareholder is not a "foreign person" within the meaning of Section 1445
of the Code (the "FIRPTA CERTIFICATE"); (C) instructions for surrendering RTMRG
Certificates; and (D) the stock transfer powers required by the Escrow Agent
pursuant to Section 2.05(a).


                                      -10-
<PAGE>

                (ii)    SURRENDER OF RTMRG CERTIFICATES. Upon surrender of an
RTMRG Certificate for cancellation to the Exchange Agent, together with a duly
executed letter of transmittal and any other documents required by the Exchange
Agent, the holder of that RTMRG Certificate shall be entitled to receive in
exchange therefor the Per Share Merger Consideration payable in respect of that
RTMRG Certificate (less any withholding of Taxes as provided in Section 2.04(f))
and, if applicable, such holder's Cancelled RTMRG Shareholder Notes. Any RTMRG
Certificates so surrendered shall be canceled immediately. No interest shall
accrue or be paid on any amount payable upon surrender of RTMRG Certificates.

                (iii)   UNREGISTERED TRANSFEREES. If any Per Share Merger
Consideration is to be issued or paid to a Person other than the Person in whose
name the surrendered RTMRG Certificate is registered, then the Per Share Merger
Consideration may be issued or paid to such a transferee so long as (A) the
surrendered RTMRG Certificate is accompanied by all documents required to
evidence and effect that transfer and (B) the Person requesting such exchange
(1) pays any applicable transfer Taxes or (2) establishes to the satisfaction of
Triarc and the Exchange Agent that any such Taxes have already been paid or are
not applicable.

                (iv)    NO OTHER RIGHTS. Until surrendered in accordance with
this Section 2.04(b), each RTMRG Certificate shall be deemed, from and after the
First Effective Time, to represent only the right to receive the applicable Per
Share Merger Consideration. The Per Share Merger Consideration issued or paid
upon the surrender of any RTMRG Certificate shall be deemed to have been issued
or paid in full satisfaction of all rights pertaining to that RTMRG Certificate
and the shares of RTMRG Common Stock formerly represented by it.

         (c)    DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. No dividends
or other distributions payable with respect to shares included in the Aggregate
Share Consideration that have a record date after the Effective Time shall be
paid to a holder of an unsurrendered RTMRG Certificate until that RTMRG
Certificate is properly surrendered in accordance with this Article II. Subject
to applicable Laws, following the proper surrender of any such RTMRG
Certificate, there shall be issued or paid to the holder of the certificate
representing shares included in the Aggregate Share Consideration (each, a
"TRIARC CERTIFICATE") issued in exchange therefor, without interest, (i) at the
time of such surrender, the dividends or other distributions payable with
respect to the shares included in the Aggregate Share Consideration represented
by that Triarc Certificate that have a record date after the First Effective
Time and a payment date on or prior to the date of issuance of that Triarc
Certificate and (ii) at the appropriate payment date, the dividends or other
distributions payable with respect to the shares included in the Aggregate Share
Consideration represented by that Triarc Certificate that have a record date
after the First Effective Time and a payment date after the date of issuance of
that Triarc Certificate.

         (d)    NO FURTHER TRANSFERS. At the First Effective Time, the transfer
books of RTMRG shall be closed and there shall be no further registration of
transfers of


                                      -11-
<PAGE>

the shares of RTMRG Common Stock that were outstanding immediately prior to the
First Effective Time.

         (e)    FRACTIONAL SHARES. Each holder of RTMRG Certificates who would
otherwise have been entitled to receive a fraction of a share included in the
Aggregate Share Consideration under this Article II (after taking into account
all RTMRG Certificates delivered by such holder) shall receive from the Exchange
Agent, in accordance with the provisions of this Article II, a cash payment in
lieu of such fractional share interest based upon the Current Market Price.
Triarc shall pay to the Exchange Agent simultaneously with the payment made
pursuant to Section 2.04(a) an amount in cash sufficient for the Exchange Agent
to pay each holder of RTMRG Certificates an amount in cash equal to the product
obtained by multiplying (A) the fraction of a share included in the Aggregate
Share Consideration to which such holder would otherwise have been entitled by
(B) the Current Market Price.

         (f)    REQUIRED WITHHOLDING. Triarc and the Exchange Agent shall be
entitled to deduct and withhold from any Per Share Merger Consideration and with
respect to any RTMRG Rollover Options such amounts as they may be required to
deduct and withhold from such payment under any applicable Laws, and shall
deduct and withhold from any Per Share Merger Consideration payable to an RTMRG
Shareholder an amount equal to the amounts specified under Section 1445 of the
Code (assuming for these purposes the application of Section 1445 of the Code to
the First Merger and the RTMAC Purchase) if such RTMRG Shareholder does not duly
execute and deliver the FIRPTA Certificate, which FIRPTA Certificate shall set
forth all of the information required by, and otherwise be executed in
accordance with, Treasury Regulation ss. 1.1445-2(b)(2), together with the duly
executed and delivered letter of transmittal. If Triarc or the Exchange Agent,
as the case may be, so deducts or withholds any such amounts, such amounts shall
be treated for all purposes as having been paid to the Person in respect of whom
Triarc or the Exchange Agent, as the case may be, made such deduction and
withholding.

         (g)    RESTRICTIVE LEGEND. The Triarc Certificates, when issued
pursuant to this Agreement and, if the Triarc B-2 Election shall have been made,
when issued upon conversion of the shares of Triarc Class B-2 Common Stock, will
contain the following legend:

                NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON
                CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE
                SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORS OF
                ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
                THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                AND, ACCORDINGLY, MAY NOT BE, NOR MAY ANY INTEREST THEREIN BE,
                OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
                EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,


                                      -12-
<PAGE>

                THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
                ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
                BY, SUBJECT TO CERTAIN EXCEPTIONS, A LEGAL OPINION OF COUNSEL TO
                THE TRANSFEROR TO SUCH EFFECT, IN FORM AND SUBSTANCE OF WHICH
                SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

         (h)    INVESTMENT OF EXCHANGE FUND. The Exchange Agent shall invest the
cash portion of the Exchange Fund as directed by Triarc. Any interest and other
income resulting from such investment shall become a part of the Exchange Fund,
and any amounts in excess of the amounts payable under Section 2.02(c) shall be
paid promptly to Triarc.

         (i)    TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
that remains unclaimed by the holders of RTMRG Certificates 180 days after the
Effective Time shall be delivered by the Exchange Agent to Triarc upon demand.
Any holder of RTMRG Certificates who has not complied with this Article II shall
look thereafter only to Triarc for payment of the Per Share Merger
Consideration.

         (j)    NO LIABILITY. None of Triarc, the Surviving Corporation, the
Surviving LLC or the Exchange Agent shall be liable to any holder of RTMRG
Certificates for any Per Share Merger Consideration properly delivered to a
public official under any applicable abandoned property, escheat or similar
Laws. If any RTMRG Certificates have not been surrendered prior to five years
after the First Effective Time (or immediately prior to such earlier date on
which any Per Share Merger Consideration in respect of those RTMRG Certificates
would otherwise escheat to or become the property of any Governmental Entity),
any Per Share Merger Consideration payable in respect of those RTMRG
Certificates shall become the property of Triarc, free and clear of all claims
or interests of any Person previously entitled to that Per Share Merger
Consideration, to the extent permitted by applicable Laws.

         (k)    LOST, STOLEN OR DESTROYED CERTIFICATES. If any RTMRG Certificate
is lost, stolen or destroyed, upon the making of an affidavit of that fact by
the Person claiming such RTMRG Certificate to be lost, stolen or destroyed and
the posting by such Person of a bond in the form and amount reasonably required
by Triarc as indemnity against any claim that may be made against Triarc on
account of the alleged loss, theft or destruction, the Exchange Agent shall
issue the Per Share Merger Consideration in exchange for such lost, stolen or
destroyed RTMRG Certificate.

         Section 2.05   ESCROW.

         (a)    There shall be withheld from (x) the shares that would otherwise
be included in the Aggregate Share Consideration issuable pursuant to Section
2.02(c)(ii)(B), a number of shares of Triarc Class B-1 Common Stock (if the
Triarc B-1 Election shall have been made) or Triarc Class B-2 common Stock (if
the Triarc B-2 election shall have been made) that is equal to the quotient
obtained by dividing $18 million by the Current Market Price, and (y) the cash
that would otherwise


                                      -13-
<PAGE>

be included in the Per Share Merger Consideration payable to each holder of
RTMRG Common Stock (the "RTMRG SHAREHOLDERS') pursuant to Section 2.02(c)(i) and
Section 2.02(c)(ii)(A), cash in an amount equal to $2 million (such shares and
cash being withheld pursuant to this Section 2.05(a) being hereinafter referred
to as the "RTM ESCROW FUND"). To determine the number of shares and amount of
cash to be withheld from each RTMRG Shareholder:

                (i)     $20 million will be divided by the number of shares of
RTMRG Common Stock issued and outstanding immediately prior to the First
Effective Time, other than Excluded Shares and Dissenting Shares, to determine
the "ESCROW AMOUNT PER SHARE"; and each RTMRG Shareholder's "INDIVIDUAL ESCROW
AMOUNT" will be determined by multiplying the number of shares of RTMRG Common
Stock owned by such RTMRG Shareholder immediately prior to the First Effective
Time by the Escrow Amount Per Share.

                (ii)    There shall be withheld from each RTMRG Shareholder
listed in ANNEX G a pro rata portion of the total number of shares of Triarc
Common Stock to be withheld for the RTM Escrow Fund determined based on the
number of such shares to be issued to such RTMRG Shareholder and to all RTMRG
Shareholders listed in ANNEX G.

                (iii)   There shall be withheld from each RTMRG Shareholder
listed in ANNEX G an amount of cash for the RTM Escrow Fund equal to the
difference determined by subtracting from such RTMRG Shareholder's Individual
Escrow Amount the value of the shares of Triarc Common Stock being withheld from
him or her, valued at the Current Market Price.

                (iv)    There shall be withheld from each RTMRG Shareholder
listed in ANNEX F a pro rata portion of the amount of cash to be withheld for
the RTM Escrow Fund MINUS the amount of cash withheld pursuant to Section
2.05(a)(iii) determined based on the number of shares of RTMRG Common Stock
owned immediately prior to the First Effective Time by such RTMRG Shareholder
and all RTMRG Shareholders listed on Annex F.

         (b)    Triarc shall deliver such cash and Triarc Certificates
representing such number of shares included in the RTM Escrow Fund to an
institution reasonably acceptable to Triarc and the RTM Representatives, as
escrow agent (the "ESCROW AGENT"), and the RTMRG Shareholders will deliver to
the Escrow Agent related stock transfer powers executed by the RTMRG
Shareholders. The Escrow Agent shall hold such cash and Triarc Certificates
representing the RTM Escrow Fund as security for (x) the obligations of the
RTMRG Shareholders, the RTMAC Sellers, RTMMC and the RTMMC Members under the
Escrow Agreement. The Triarc Certificates included in the RTM Escrow Fund shall
be represented by stock certificates issued in the names of the applicable RTMRG
Shareholders.

         (c)    By their approval and adoption of this Agreement and by their
acceptance of the Per Share Merger Consideration, the RTMRG Shareholders will be


                                      -14-
<PAGE>

conclusively deemed to have consented to, approved and agreed to be bound by:
(i) the obligations under 2.09 in respect of post Closing adjustments to the
Aggregate Merger Consideration; (ii) the indemnification provisions of Article
VIII and Article XI; (iii) the Escrow Agreement; and (iv) the appointment of
Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives.

         (d)    There shall also be withheld from the Aggregate Cash
Consideration the amount of $100,000 (the "EXPENSES FUND"), allocated to each
RTRMG Shareholder pro rata based on the number of shares of RTRMG Common Stock
owned immediately prior to the First Effective Time by such RTMRG Shareholder
and the number of such shares so owned by all RTMRG Shareholders. The Expenses
Fund shall be paid over to the RTM Representatives as an advance on expenses
that they may incur in performing their duties as such, and may be held and
applied by them in the manner they consider appropriate. Upon paying the
Expenses Fund over to the RTM Representatives as herein provided, neither Triarc
nor any of its Affiliates shall have any further obligations or any Liability
with respect thereto.

         Section 2.06   TREATMENT OF RTMRG STOCK OPTIONS. Except for the RTMRG
Rollover Options, RTMRG shall take all necessary actions to cause each option to
acquire shares of RTMRG Common Stock (each, an "RTMRG OPTION" and collectively,
the "RTMRG OPTIONS") outstanding, whether or not then exercisable or vested,
either to be exercised or terminated and cancelled immediately prior to the
First Effective Time and without any Liability after the First Effective Time to
RTMRG, Triarc or any of their Affiliates, including obtaining all necessary
consents or approvals from holders of RTMRG Options. From and after the First
Effective Time, no holder of an RTMRG Option shall have any rights in respect
thereof. If requested by Triarc, RTMRG will use reasonable efforts to cause each
holder of an RTMRG Option to execute and deliver to Triarc prior to the Closing
a waiver and release form relating to such termination and cancellation in a
form reasonably satisfactory to Triarc. Each RTMRG Rollover Option shall be
terminated and cancelled, in accordance with the terms thereof, at the First
Effective Time and without any Liability after the First Effective Time to
RTMRG, Triarc or any of their Affiliates and an option to acquire such number of
shares of Triarc Class B-1 Common Stock (if the Triarc B-1 Election shall have
been made) or Triarc Class B-2 Common Stock (if the Triarc B-2 Election shall
have been made) shall be granted (each option so granted, individually, a
REPLACEMENT OPTION and, collectively, the "REPLACEMENT OPTIONS") to replace such
terminated RTMRG Rollover Option as is determined in a manner consistent with a
methodology mutually agreed to by Triarc and the RTM Representative and that
complies with the requirements of Section 409A of the Code (and any guidance
issued by the IRS thereunder) and other requirements of applicable Law, with
such exercise prices and other provisions (which, to the extent permitted by
Section 409A of the Code, shall be at least as favorable as the provisions of
the RTMRG Rollover Option being replaced as such provisions are in effect at the
time of such replacement) as are set forth in the respective agreements granting
such Replacement Options to the holders thereof.


                                      -15-
<PAGE>

         Section 2.07   DISSENTING SHARES.

         (a)    Notwithstanding any provision of this Agreement to the contrary,
any outstanding shares of RTMRG Common Stock for which the holder thereof (i)
has not consented to the First Merger in writing and (ii) has demanded the
appraisal of such shares in accordance with, and has complied in all respects
with, Sections 14-2-1301 to 14-2-1332 of the GBCC (collectively, the "DISSENTING
SHARES") shall not be converted into the right to receive the Per Share Merger
Consideration in accordance with Section 2.02(c). At the First Effective Time,
(x) all Dissenting Shares shall be cancelled and cease to exist and (y) the
holder or holders of Dissenting Shares shall be entitled only to such rights as
may be granted to them under Sections 14-2-1301 to 14-2-1332 of the GBCC.

         (b)    Notwithstanding the provisions of Section 2.07(a), if any holder
of Dissenting Shares effectively withdraws or loses such appraisal rights
(through failure to perfect such appraisal rights or otherwise), then that
holder's shares (i) shall no longer be deemed to be Dissenting Shares and (ii)
shall be treated as if they had been converted automatically at the First
Effective Time into the right to receive the applicable Per Share Merger
Consideration upon surrender of the RTMRG Certificate representing such shares
in accordance with Section 2.04.

         (c)    RTMRG shall give Triarc (i) prompt notice of any demands for
appraisal of any outstanding shares of RTMRG Common Stock, the withdrawals of
such demands, and any other instrument served on RTMRG under the provisions of
Sections 14-2-1301 to 14-2-1332 of the GBCC and (ii) the right to participate in
all negotiations and proceedings with respect to demands for appraisal under the
GBCC. RTMRG shall not offer to make or make any payment with respect to any
demands for appraisal without the prior written consent of Triarc.

         Section 2.08     PRE-CLOSING ADJUSTMENTS BASED ON ESTIMATED NET
LIABILITIES.

         (a)    On the tenth (10th) Business Day prior to the anticipated
Closing Date, (i) Triarc shall deliver to the RTM Representatives a certificate
duly executed by the chief financial officer of Triarc setting forth in
reasonable detail the computation of the estimated Net Liabilities of ARG and
its Subsidiaries as of immediately prior to the Closing (the "ARG ESTIMATED NET
LIABILITIES") and (ii) the RTM Representatives shall deliver to Triarc a
certificate duly executed by the chief financial officer of each of the RTM
Parties setting forth in reasonable detail the computation of the estimated Net
Liabilities of the RTM Parties and their Subsidiaries as of immediately prior to
the Closing (the "RTM ESTIMATED NET LIABILITIES"). The items included in the ARG
Estimated Closing Net Liabilities and the RTM Estimated Closing Net Liabilities
shall be based on the most recently available month end balance sheets of ARG
and its Subsidiaries and the RTM Parties and their Subsidiaries, respectively,
with such adjustments thereto as are reasonably appropriate to reflect any
changes which are known to the applicable chief financial officer to have
occurred subsequent to that date or which, in the applicable chief financial
officer's reasonable judgment, will occur prior to the


                                      -16-
<PAGE>

Closing, and shall be calculated in accordance with the accounting principles,
methods and practices utilized in preparing the ARG Audited Financial Statements
and the Restated Combined RTM Audited Financial Statements, as the case may be,
applied on a consistent basis in accordance with GAAP, with such exceptions
thereto as are set forth in the definition of Net Liabilities.

         (b)    At the Closing, based solely on the ARG Estimated Net
Liabilities set forth in such certificate: (i) if the ARG Estimated Net
Liabilities are less than $268.2 million (the "ARG Benchmark"), then Triarc
shall cause ARG to deliver to Triarc cash (by wire transfer of immediately
available funds) in an amount equal to the amount (if any) by which such
difference exceeds $1 million; and (ii) if the ARG Estimated Net Liabilities are
greater than the ARG Benchmark, then Triarc shall deliver to ARG cash (by wire
transfer of immediately available funds) in an amount equal to the amount (if
any) by which such difference exceeds $1 million.

         (c)    At the Closing, based solely on the RTM Estimated Net
Liabilities set forth in such certificate: (i) if the RTM Estimated Net
Liabilities are less than $440.1 million (the "RTM Benchmark"), then the amount
of the Aggregate Cash Consideration to be paid pursuant to Section 2.01(a)(i)
shall be increased by an amount equal to the amount (if any) by which such
difference exceeds $1 million; and (ii) if the RTM Estimated Net Liabilities are
greater than the RTM Benchmark, then the amount of the Aggregate Cash
Consideration shall be decreased by an amount equal to the amount (if any) by
which such difference exceeds $1 million.

         (d)    Notwithstanding anything to the contrary set forth in this
Agreement, the provisions set forth in this Section 2.08 will apply only if the
Closing Date occurs after July 31, 2005.

         Section 2.09   POST-CLOSING ADJUSTMENTS BASED ON CLOSING NET
LIABILITIES.

         (a)    As promptly as practicable and in any event no later than 90
days after the Closing Date, Triarc shall cause ARG to have prepared and
delivered to the RTM Representatives, and shall cause Deloitte & Touche LLP to
audit, at ARG's cost and expense, (i) a consolidated balance sheet of ARG and
its Subsidiaries as of immediately prior to the Closing (the "ARG CLOSING
BALANCE SHEET"), together with a statement certified by the chief financial
officer of ARG (the "ARG STATEMENT") setting forth in reasonable detail the
determination of the Net Liabilities of ARG and its Subsidiaries as of
immediately prior to the Closing based upon the amounts set forth on the ARG
Closing Balance Sheet (the "ARG CLOSING NET LIABILITIES"); PROVIDED, that Triarc
shall be obligated to cause Deloitte & Touche LLP to audit the ARG Closing
Balance Sheet only if the Triarc B-2 Election shall have been made; and (ii)
combined balance sheets of RTMRG and its Subsidiaries, RTMAC and the RTMMC
Purchased Assets and Assumed Liabilities as of immediately prior to the Closing
(the "RTM CLOSING BALANCE SHEET" and, together with the ARG Closing Balance
Sheet, the "CLOSING BALANCE SHEETS"), together with a statement certified by the
chief financial officer of ARG (the "RTM STATEMENT" and, together with the ARG
Statement, the


                                      -17-
<PAGE>

"STATEMENTS") setting forth in reasonable detail the determination of the Net
Liabilities of the RTM Parties and their Subsidiaries as of immediately prior to
the Closing based upon the amounts set forth on the RTM Closing Balance Sheet
(the "RTM CLOSING NET LIABILITIES"). The Closing Balance Sheets and the
Statements (to the extent the items included thereon are of the type reflected
on a balance sheet) shall be prepared in accordance with the accounting
principles, methods and practices utilized in preparing the ARG Audited
Financial Statements and the Restated Combined RTM Audited Financial Statements,
as the case may be, applied on a consistent basis in accordance with GAAP, with
such exceptions thereto as are set forth in the definition of Net Liabilities.
The Closing Balance Sheets and the Statements shall be final and binding on the
parties hereto, subject to the process of objection provided in this Section
2.09 below.

         (b)    Triarc shall cause ARG, the Surviving LLC, RTMAC and RTMMC
Acquisition Sub and their respective Subsidiaries to give the RTM
Representatives and their respective Representatives reasonable access to all of
their books, records, personnel, accountants, offices and other facilities and
properties as the RTM Representatives may require to review the Closing Balance
Sheets and the Statements. If the RTM Representatives believe that the
calculation of the ARG Closing Net Liabilities and/or RTM Closing Net
Liabilities was not determined in the manner required by Section 2.09(a), then
the RTM Representatives may, within 45 days after delivery of the Closing
Balance Sheets and Statement, deliver a notice (the "DISPUTE NOTICE") to Triarc,
setting forth the RTM Representatives' calculation of the ARG Closing Net
Liabilities and/or the RTM Closing Net Liabilities and specifying, in reasonable
detail, those items or amounts affecting the calculation as to which it
disagrees and the reasons for such disagreement. If prior to the conclusion of
such 45-day period the RTM Representatives notify Triarc in writing that they
will not provide a Dispute Notice or if a Dispute Notice is not delivered within
such 45-day period, the applicable Closing Net Liabilities, as set forth on the
applicable Statement, shall become final, conclusive and binding on the parties
hereto for all purposes of this Section 2.09.

         (c)    If the RTM Representatives deliver a Dispute Notice as provided
above, Triarc and the RTM Representatives shall use commercially reasonable
efforts to reach agreement on the disputed items or amounts in order to
determine the applicable Closing Net Liabilities. If Triarc and the RTM
Representatives do not resolve all disputed items or amounts set forth in the
Dispute Notice within 15 days after delivery of such Dispute Notice, the
remaining disputed items and amounts will be submitted to a nationally
recognized independent accounting firm in the U.S. mutually agreed to by Triarc
and the RTM Representatives (the "INDEPENDENT ACCOUNTANTS") for resolution of
such disputed items and amounts. Triarc and the RTM Representatives will have
the opportunity to present their positions with respect to such disputed items
and amounts to the Independent Accountants, and such disputed items and amounts
shall be resolved by the Independent Accountants in accordance with the
requirements of Section 2.09(a). The Independent Accountants shall prepare a
written report setting forth the resolution of such disputed items and amounts
and calculating the revised amount of such Closing Net Liabilities, which shall
be delivered to each of Triarc and the RTM Representatives promptly, but in no
event later than 30 days after such disputed items and amounts are submitted to
the Independent Accountants. Such revised amount of such Closing Net


                                      -18-
<PAGE>

Liabilities shall not reflect any difference from the amount of such Closing Net
Liabilities set forth on the applicable Statement other than differences
required to reflect the resolution of such disputed items and amounts by the
Independent Accountants. The revised amount of such Closing Net Liabilities set
forth on the Independent Accountants' written report shall be final, conclusive
and binding upon the parties hereto. The procedures set forth in this Agreement
for resolution of disputes concerning such Closing Net Liabilities shall be
final and binding on all of the parties, and shall not be subject to appeal of
any kind. The fees and disbursements of the Independent Accountants shall be
borne by the party whose determination of such Closing Net Liabilities is
farthest in difference from the revised amount of such Closing Net Liabilities
set forth in the Independent Accountants' written report. Each of Triarc and the
RTM Representatives shall execute a reasonably acceptable engagement letter, if
requested to do so by the Independent Accountants, and shall provide reasonable
access to their respective employees who are responsible for financial matters,
and Triarc shall provide reasonable access to the books and records of Triarc
and its Subsidiaries.

         (d)    The parties shall use their commercially reasonable efforts to
cause the final determination of the ARG Closing Net Liabilities in accordance
with this Section 2.09 to occur prior to the earlier of the Trigger Event and
January 3, 2006. Upon the final determination of the ARG Closing Net Liabilities
in accordance with this Section 2.09, the payment called for under Section
2.08(b) shall be recalculated by substituting the ARG Closing Net Liabilities
for the ARG Estimated Net Liabilities in the calculation. If such recalculation
results in Triarc being owed a payment, then Triarc shall cause ARG to deliver
to Triarc or its designee, within five Business Days after such final
determination, cash (by wire transfer of immediately available funds) in an
amount equal to the amount that Triarc would have been paid if the payment
called for in Section 2.08(b) had been calculated on the basis of the ARG
Closing Net Liabilities, PLUS interest thereon at the Applicable Rate accruing
from the Closing Date through the date of payment. If such recalculation results
in Triarc owing a payment, then Triarc shall deliver to ARG, within five
Business Days after such final determination, an amount of cash (by wire
transfer of immediately available funds) equal to the amount that ARG would have
been paid if the payment called for in Section 2.08(b) had been calculated on
the basis of the ARG Closing Net Liabilities, PLUS interest accrued thereon at
the Applicable Rate from the Closing Date to the date of payment. In computing
the amount of the recalculated payment owed by or to Triarc pursuant to this
Section 2.09(d), the effect of any payments made pursuant to Section 2.08(b)
shall be reversed, which may result in a greater or lesser payment being owed by
Triarc or a greater or lesser payment being owed to Triarc under this Section
2.09(d) than would have been the case had no payments been made under Section
2.08(b).

         (e)    Upon the final determination of the RTM Closing Net Liabilities
in accordance with this Section 2.09, the adjustment to the Aggregate Cash
Consideration called for under Section 2.08(c) shall be recalculated by
substituting the RTM Closing Net Liabilities for the RTM Estimated Net
Liabilities in the calculation. If the Aggregate Cash Consideration as
originally adjusted pursuant to Section 2.08(c) is less than the Aggregate Cash
Consideration would have been if the original adjustment were made on the basis
of the RTM Closing Net Liabilities, then Triarc shall cause ARG to deliver to


                                      -19-
<PAGE>

the RTM Representatives, within five Business Days after such final
determination, for distribution by them pro rata to the RTMRG Shareholders, as
an increase to the Aggregate Cash Consideration, cash (by wire transfer of
immediately available funds) in an amount equal to the amount (if any) by which
the Aggregate Cash Consideration that would have been paid if the adjustment
pursuant to Section 2.08(c) had been calculated on the basis of the RTM Closing
Net Liabilities exceeds the Aggregate Cash Consideration that was paid, PLUS
interest thereon at the Applicable Rate accruing from the Closing Date through
the date of payment. If the Aggregate Cash Consideration as originally adjusted
pursuant to Section 2.08(c) is more than the Aggregate Cash Consideration would
have been if the original adjustment were made on the basis of the RTM Closing
Net Liabilities, then the RTMRG Shareholders and the RTMRG Principal
Shareholders (jointly and severally, pursuant to the Transaction Support
Agreement) shall deliver to ARG for no additional consideration an amount of
cash equal to the amount (if any) by which the Aggregate Cash Consideration that
was paid exceeds the Aggregate Cash Consideration that would have been paid if
the adjustment pursuant to Section 2.08(c) had been calculated on the basis of
the RTM Closing Net Liabilities, PLUS interest accrued thereon at the Applicable
Rate from the Closing Date to the date of payment (the "RTM SHORTFALL AMOUNT"),
and such delivery shall be effected as follows: (A) if the RTM Escrow Fund
contains cash at such time, then each of Triarc and the RTM Representatives
shall, in accordance with the terms of the Escrow Agreement, instruct the Escrow
Agent to deliver to ARG, from the RTM Escrow Fund, cash in an amount equal to
the lesser of (x) the RTM Shortfall Amount and (y) all cash contained in the RTM
Escrow Fund and (B) to the extent the RTM Shortfall Amount exceeds the amount
described in clause (y), or if the RTM Escrow Fund does not contain cash at such
time, the RTMRG Principal Shareholders (jointly and severally, pursuant to the
Transaction Support Agreement) promptly shall deliver to ARG cash (by wire
transfer of immediately available funds) in an amount equal to the positive
difference between the RTM Shortfall Amount less any amounts paid under clause
(A) above.


                                  ARTICLE III

              REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES

         THE FOLLOWING REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES (AND
THE CORRESPONDING PORTIONS OF THE TRIARC DISCLOSURE LETTER) SHALL AUTOMATICALLY
AND IMMEDIATELY TERMINATE AND EXPIRE AND BE OF NO FURTHER FORCE OR EFFECT FOR
ANY PURPOSE IN THIS AGREEMENT OR OTHERWISE UPON (X) THE MAKING BY THE RTM
REPRESENTATIVES OF THE TRIARC B-1 ELECTION OR (Y) THE CONVERSION OF SHARES OF
TRIARC CLASS B-2 COMMON STOCK ISSUED PURSUANT TO THE TRIARC B-2 ELECTION INTO
SHARES OF TRIARC CLASS B-1 COMMON STOCK BECAUSE THE TRIGGER EVENT SHALL NOT HAVE
OCCURRED OR AN ADVERSE BOARD DETERMINATION SHALL HAVE BEEN MADE.

         Except as otherwise set forth in the disclosure letter delivered on or
prior to the date of this Agreement by Triarc to RTMRG (the "TRIARC DISCLOSURE
LETTER"), which Triarc Disclosure Letter is arranged in Sections corresponding
to the Sections of this Agreement, the Triarc Parties jointly and severally
represent and warrant to RTMRG that:


                                      -20-
<PAGE>

         Section 3.01   ORGANIZATION AND QUALIFICATION OF TRIARC PARTIES. Each
of the Triarc Parties is a limited liability company or corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation or organization and has the corporate power and
authority to own or lease its assets and to carry on its business substantially
as it is being conducted on the date hereof. Each of the Triarc Parties is duly
qualified and licensed to do business and is in good standing in each
jurisdiction where the ownership or operation of its property and assets or the
conduct of its business requires such qualification, except where the failure to
be so qualified or in good standing has not had and would not reasonably be
expected to have, individually or in the aggregate, a Triarc Material Adverse
Effect or an ARG Material Adverse Effect. Triarc has made available to RTMRG
correct and complete copies of the articles of incorporation and bylaws of each
of the Triarc Parties (as amended to the date hereof).

         Section 3.02   AUTHORIZATION OF TRIARC PARTIES; ENFORCEABILITY. Each of
the Triarc Parties 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, deliver and perform its obligations under
this Agreement and each of the Ancillary Agreements to which it is a party and
to consummate the transactions contemplated by this Agreement and each such
Ancillary Agreement. This Agreement and each of the Ancillary Agreements to
which it is a party have been duly executed and delivered by each of the Triarc
Parties and constitute the legal, valid and binding obligation of each of the
Triarc Parties, enforceable in accordance with their respective 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.

         Section 3.03   CAPITALIZATION OF TRIARC.

         (a)    As of the close of business on May 16, 2005, the authorized
capital stock of Triarc consists solely of (i) 100,000,000 shares of Class A
Common Stock, par value $0.10 per share (the "TRIARC CLASS A COMMON STOCK"),
(ii) 150,000,000 shares of Triarc Class B Common Stock, of which 100,000,000
shares have been designated as Triarc Class B-1 Common Stock and (iii)
100,000,000 shares of Preferred Stock, par value $0.10 per share.

         (b)    As of the close of business on May 16, 2005, (i) 23,902,892
shares of Triarc Class A Common Stock and 42,663,278 shares of Triarc Class B-1
Common Stock were issued and outstanding, (ii) 5,647,771 shares of Triarc Class
A Common Stock and 16,438,048 shares of Triarc Class B-1 Common Stock were held
in treasury by Triarc, (iii) 8,335,250 shares of Triarc Class A Common Stock and
16,243,773 shares of Triarc Class B-1 Common Stock were reserved for issuance
under Triarc's stock plans set forth in Section 3.03(a) of the Triarc Disclosure
Letter (the "TRIARC OPTION PLANS") and (iv) 4,375,000 shares of Triarc Class A
Common Stock and 8,750,000 shares of Triarc Class B-1 Common Stock were reserved
for issuance upon conversion of outstanding 5% Convertible Notes due 2023 of
Triarc (the "TRIARC CONVERTIBLE NOTES"). Except as set forth in this Section
3.03(b), as of the close of business on May 16, 2005, no shares of capital stock
of Triarc were issued, reserved for issuance or outstanding.


                                      -21-
<PAGE>

         (c)    All shares of Triarc Class B-1 Common Stock to be issued
pursuant to this Agreement and, if the Triarc B-2 Election shall have been made,
upon conversion of shares of Triarc Class B-2 Common Stock, and all shares of
Triarc Class B-2 Common Stock to be issued pursuant to this Agreement, upon
issuance (i) will be duly authorized, validly issued, fully paid and
non-assessable and (ii) will not be subject to pre-emptive rights.

         (d)    Except as set forth in Section 3.03(b), there are no warrants,
calls, conversion rights, stock appreciation rights, redemption rights,
repurchase rights or other rights, agreements, arrangements or commitments to
which Triarc or any of its Subsidiaries is a party (A) relating to the issued or
unissued capital stock or other securities of Triarc or (B) obligating Triarc to
issue or sell any shares of their capital stock or other securities.

         (e)    Except as set forth in Section 3.03(e) of the Triarc Disclosure
Letter, to the Knowledge of Triarc, there are no voting trusts, proxies or other
agreements or understandings with respect to the voting of the capital stock of
Triarc. Other than the Triarc Convertible Notes, Triarc does not have
outstanding any bonds, debentures, notes or other obligations the holders of
which have the right to vote (or are convertible into or exercisable for
securities having the right to vote) with the stockholders of Triarc on any
matters.

         Section 3.04   SUBSIDIARIES OF ARG.

         (a)    Section 3.04(a) of the Triarc Disclosure Letter lists the name
of each direct and indirect Subsidiary of ARG, the type of entity, jurisdiction
of organization and the number and class and/or series of shares of capital
stock or similar equity interests of such Subsidiary that are outstanding, and
the identity of the record and beneficial holders thereof. Each Subsidiary of
ARG is duly organized or formed, as the case may be, validly existing and in
good standing under the laws of its jurisdiction of organization or formation,
as the case may be, has the power and authority to own or lease its assets and
to carry on its business substantially as it is being conducted on the date
hereof, and is duly qualified and licensed to do business and is in good
standing, in each jurisdiction where the ownership or operation of its
properties and assets or the conduct of its business requires such
qualification, except where the failure to be so qualified, licensed or in good
standing has not had and would not reasonably be expected to have, individually
or in the aggregate, an ARG Material Adverse Effect. Triarc has made available
to RTMRG correct and complete copies of the articles of incorporation and bylaws
(or similar organizational documents) of each Subsidiary of ARG (as amended to
the date hereof). Section 3.04(a) of the Triarc Disclosure Letter sets forth all
interests of ARG and its Subsidiaries in Persons other than Subsidiaries of ARG
(the "ARG INVESTMENTS"), listing the name of such Person, the type of entity,
jurisdiction of organization and the number and class, amount and/or series of
debt or equity interests of such Persons held by ARG, its Subsidiaries and each
other holder of any equity or other ownership interest in such Person. ARG and
its Subsidiaries have good and valid title, free and clear of any Liens, to the
ARG Investments.


                                      -22-
<PAGE>

         (b)    All shares of capital stock or similar equity interests of each
Subsidiary of ARG are owned by ARG or another Subsidiary of ARG free and clear
of all Liens, and all such shares of capital stock have been duly authorized and
validly issued and are fully paid and nonassessable and all other such similar
equity interests have been duly authorized and validly issued and are fully
paid. Except as contemplated hereby, neither ARG nor any of its Subsidiaries has
any obligation to sell, transfer or assign or has entered into a Contract
regarding the sale, transfer or assignment of any of its rights, securities or
interests in any Subsidiary of ARG or any of the other equity interests owned by
ARG or any Subsidiary of ARG. There are no preemptive or other outstanding
rights, options, warrants, conversion rights, stock appreciation rights,
redemption rights, agreements, arrangements or commitments to issue or sell any
shares of capital stock or other securities of any Subsidiary of ARG or any
securities or obligations convertible or exchangeable into or exercisable for,
or giving any Person a right to subscribe for or acquire, any securities of any
Subsidiary of ARG, and no securities or obligations evidencing such rights are
authorized, issued or outstanding. There are no voting trusts, proxies or other
agreements or understandings with respect to the voting of the capital stock of
any Subsidiary of ARG. No Subsidiary of ARG has outstanding any bonds,
debentures, notes or other obligations the holders of which have the right to
vote (or convertible into or exercisable for securities having the right to
vote) with the equityholders of any Subsidiary of ARG on any matter.

         Section 3.05   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by each of the Triarc Parties of this Agreement and each of the
Ancillary Agreements to which it is a party do not, and the consummation by each
of the Triarc Parties of the transactions contemplated hereby and thereby will
not, require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Entity, other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)    the pre-merger notification required under the HSR Act.

         Section 3.06   NON-CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings, the
execution, delivery and performance by each of the Triarc Parties of this
Agreement and each of the Ancillary Agreements to which it is a party do not,
and the consummation by each of the Triarc Parties of the transactions
contemplated hereby and thereby will not (a) contravene, conflict with, or
result in any violation or breach of, the articles of incorporation or by-laws
(or comparable organizational instruments) of any of the Triarc Parties or ARG
or any of its Subsidiaries, (b) contravene or conflict with, or result in any


                                      -23-
<PAGE>

violation or breach of, in any material respect, any Laws, Orders or Permits
applicable to any of the Triarc Parties or ARG or any of its Subsidiaries or by
which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries
are bound, assuming that all consents, approvals, authorizations, filings and
notifications described in Section 3.05, Section 4.04 and Section 5.05 have been
obtained or made, (c) result in any violation or breach of, or constitute a
default (with or without notice or lapse of time or both) under, (x) any ARG
Material Contract or (y) any other Contract to which any of the Triarc Parties
or ARG or any of its Subsidiaries is a party or by which any assets of any of
the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in
the case of this clause (y) any such violation, breach or default that would not
reasonably be expected to be, individually or in the aggregate, material to ARG
and its Subsidiaries, taken as a whole, (d) require any consent, approval or
other authorization of, or filing with or notification to, any Person under (x)
any ARG Material Contract or (y) any other Contract to which any of the Triarc
Parties or ARG or any of its Subsidiaries is a party or by which any assets of
any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other
than in the case of this clause (y) any such consent, approval, authorization,
filing or notification that, if not obtained or made, would not reasonably be
expected to be, individually or in the aggregate, material to ARG and its
Subsidiaries, taken as a whole, (e) give rise to any termination, cancellation,
amendment, modification or acceleration of any rights or obligations under (x)
any ARG Material Contract or (y) any other Contract to which any of the Triarc
Parties or ARG or any of its Subsidiaries is a party or by which any assets of
any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other
than in the case of this clause (y) any such termination, cancellation,
amendment, modification or acceleration that would not reasonably be expected to
be, individually or in the aggregate, material to ARG and its Subsidiaries,
taken as a whole, or (f) cause the creation or imposition of any Liens (other
than Permitted Liens) on any material assets of any of the Triarc Parties or ARG
or any of its Subsidiaries.

         Section 3.07   ARG FINANCIAL STATEMENTS; INTERNAL CONTROLS;
INDEBTEDNESS.

         (a)    Schedule 3.07(a) of the Triarc Disclosure Letter sets forth the
following consolidated financial statements of ARG and its Subsidiaries
(collectively, the "ARG FINANCIAL STATEMENTS"): (i) the audited consolidated
balance sheet as of January 2, 2005 and December 28, 2003 and statements of
income, stockholders' deficit and cash flows for the fiscal years ended January
2, 2005, December 28, 2003 and December 29, 2002, for ARG and its Subsidiaries
(such statements, together with the footnotes related thereto, being the "ARG
AUDITED FINANCIAL STATEMENTS") and (ii) unaudited consolidated balance sheet as
of April 3, 2005 and January 2, 2005 and statements of income and cash flows for
the fiscal periods ended April 3, 2005 and March 28, 2004, for ARG and its
Subsidiaries (such statements being the "ARG UNAUDITED FINANCIAL STATEMENTS").
The ARG Financial Statements (x) were prepared in accordance with GAAP applied
on a consistent basis (except as may be indicated in the notes to the ARG
Financial Statements and except for the absence of footnotes in the case of the
ARG Unaudited Financial Statements); and (y) fairly present, in all material
respects, the consolidated financial position of ARG and its Subsidiaries as of
the dates thereof and their consolidated results


                                      -24-
<PAGE>

of operations and cash flows for the periods then ended (subject, in the case of
the ARG Unaudited Financial Statements, to normal year-end adjustments).

         (b)    Each of ARG and its Subsidiaries maintains accurate books and
records reflecting its assets and liabilities and maintains proper and adequate
internal accounting controls which provide assurance that (i) transactions are
executed with management's authorization; (ii) transactions are recorded as
necessary to permit preparation of the consolidated financial statements of ARG
and its Subsidiaries and to maintain accountability for the consolidated assets
of ARG and its Subsidiaries; (iii) access to the assets of ARG and its
Subsidiaries is permitted only in accordance with management's authorization;
(iv) the reporting of the assets of ARG and its Subsidiaries is compared with
existing assets at regular intervals; and (v) accounts, notes and other
receivables and inventory are recorded accurately, and proper and adequate
procedures are implemented to effect the collection thereof on a current and
timely basis. Triarc has heretofore made available to RTMRG a true, complete and
correct copy of any disclosure (or, if unwritten, a summary thereof) by any
Representative of ARG or its Subsidiaries to ARG's independent auditors relating
to (x) any significant deficiencies in the design or operation of internal
controls which could adversely affect the ability of ARG or any of its
Subsidiaries to record, process, summarize and report financial data and any
material weaknesses in internal controls and (y) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the internal control over financial reporting of ARG or any of its
Subsidiaries.

         (c)    Section 3.07(c) of the Triarc Disclosure Letter sets forth a
true and correct list of all Indebtedness of ARG or any of its Subsidiaries
(other than any Indebtedness owed by ARG or any of its Subsidiaries to ARG or
any of its Subsidiaries) (which Section may be updated by Triarc prior to the
Closing Date to reflect (x) any additions or deletions thereto after the date
hereof and (y) payments of principal and interest and accrual of interest on
such Indebtedness during the period from the date hereof through the Closing
Date). The aggregate amount of prepayment penalties, premiums, make wholes,
breakage and other costs and expenses payable to the lenders and insurers as
such of all such Indebtedness solely on account of the repayment of such
Indebtedness in the Debt Refinancings will not exceed $37 million. All such
Indebtedness of ARG and its Subsidiaries is permitted by its terms to be prepaid
in connection with the Debt Refinancings.

         Section 3.08   ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the
extent relating to the transactions contemplated by this Agreement, since
January 2, 2005 (i) ARG and its Subsidiaries taken as a whole have in all
material respects conducted their businesses in the ordinary course of business
consistent with past practice and (ii) there has not occurred any event, and
there does not exist any condition or set of circumstances, that has had or
could reasonably be expected to have, individually or in the aggregate, an ARG
Material Adverse Effect.

         Section 3.09   ABSENCE OF UNDISCLOSED LIABILITIES. None of ARG and its
Subsidiaries has any material Liabilities, except for (i) Liabilities set forth
in the ARG Financial Statements, (ii) Liabilities which have arisen after
January 2, 2005 in the


                                      -25-
<PAGE>

ordinary course of business consistent with past practice, (iii) Liabilities set
forth in Section 3.09 of the Triarc Disclosure Letter and (iv) Liabilities that
are (A) the subject of any other representation or warranty contained in this
Article III and are specifically disclosed pursuant to such representation or
warranty or are not required to be disclosed because such other representation
or warranty is limited or qualified with respect to dollar amount, Knowledge of
Triarc or materiality or (B) taken into account in the determination of the ARG
Estimated Net Liabilities or ARG Closing Net Liabilities.

         Section 3.10   COMPLIANCE WITH LAWS; PERMITS.

         (a)    Since December 31, 2001, except for matters specifically
addressed by Section 3.15 (last sentence only), Section 3.16, Section 3.25(b) or
Section 3.26(e), (i) ARG and its Subsidiaries have conducted their respective
businesses in compliance in all material respects with applicable Law; and (ii)
neither ARG nor any of its Subsidiaries has received any notice or other
communication (whether oral or written) from any Governmental Entity or any
other Person regarding any actual, alleged, possible, or potential failure to
comply in any material respect with any applicable Laws.

         (b)    ARG and its Subsidiaries hold all material Permits issued or
provided by Governmental Entities under all Laws, which are necessary for them
to own their assets or operate their businesses as currently conducted (the "ARG
PERMITS"). There have been no material misstatements or omissions in connection
with any ARG Permit that, individually or in the aggregate, would be reasonably
likely to result in the revocation, nonrenewal, suspension or adverse
modification of such ARG Permit except for such revocations, non-renewals,
suspensions or adverse modifications that have not been and would not reasonably
be expected to be, individually or in the aggregate, material to ARG and its
Subsidiaries, taken as a whole. There is not pending, nor to the Knowledge of
Triarc threatened, against ARG or any of its Subsidiaries, any application,
action, petition, objection or other pleading, or any proceeding, with any
Governmental Entity which questions or contests the validity of, or any rights
of the holder under, or nonrenewal or suspension of any ARG Permit.

         Section 3.11   LEGAL ACTIONS. Section 3.11 of the Triarc Disclosure
Letter sets forth a true and complete list of all Legal Actions pending or, to
the Knowledge of Triarc, threatened against (a) ARG or any of its Subsidiaries
or (b) any director, officer or employee of ARG or any of its Subsidiaries or
other Person, including Triarc, for whom ARG or any of its Subsidiaries may be
liable, other than in the case of clause (a) or (b) any such Legal Actions
commenced or, to the Knowledge of Triarc, threatened after the date of this
Agreement and prior to the Closing Date that have not resulted in and would not
reasonably be expected to result in, individually or in the aggregate, (x)
Losses to ARG and its Subsidiaries in excess of $1.5 million or (y) ARG or any
of its Subsidiaries being bound by any material restriction (other than
customary confidentiality restrictions). Neither ARG nor any of its Subsidiaries
is subject to or bound by any outstanding Order that is material to ARG and its
Subsidiaries, taken as a whole.


                                      -26-
<PAGE>

         Section 3.12   CONTRACTS.

         (a)    Section 3.12(a) of the Triarc Disclosure Letter lists the
following Contracts to which ARG or any of its Subsidiaries is a party and which
are outstanding (which Section may be updated by Triarc prior to the Closing
Date to reflect any additions or deletions thereto after the date hereof)
(collectively, the "ARG MATERIAL CONTRACTS"):

                (i)     any Contract expressly requiring capital expenditures
involving consideration in excess of $50,000 in any twelve month period;

                (ii)    any Contract which restricts or limits, in any material
respect, the ability of ARG or any of its Subsidiaries to freely engage in any
aspect of the quick service restaurant business, whether as franchisor or
owner/operator, or to employ any individuals (other than any confidentiality
agreement entered into in connection with a potential acquisition containing any
such restriction or limitation to employ any individuals);

                (iii)   any collective bargaining agreement;

                (iv)    any Contract which involved payments from ARG or any of
its Subsidiaries of more than $250,000 to any Person supplying food or paper
products or distribution services to ARG and its Subsidiaries during the
twelve-month period ended January 2, 2005;

                (v)     any Contract which involved payments from ARG or any of
its Subsidiaries of more than $100,000 to any Person supplying advertising
services or marketing services or materials to ARG and its Subsidiaries during
the twelve-month period ended January 2, 2005;

                (vi)    any Contract which involved payments to ARG or any of
its Subsidiaries of more than $100,000 from any Person supplying beverage
products during the twelve-month period ended January 2, 2005;

                (vii)   any Contract relating to the management or control of
any Person in which ARG or any of its Subsidiaries owns any equity securities
other than direct and indirect wholly owned Subsidiaries of ARG;

                (viii)  any Contract relating to the employment of any employee,
and any Contract pursuant to which ARG or any of its Subsidiaries is or may
become obligated to make any severance, termination, bonus or relocation payment
or any other payment (other than payments in respect of salary) in excess of
$125,000 to any current or former employee, officer or director;

                (ix)    any Contract which provides for indemnification by ARG
or any of its Subsidiaries of (A) any officer, director or employee of Triarc or
any of its Subsidiaries or (B) any agent of Triarc or any of its Subsidiaries or
any other Person that,


                                      -27-
<PAGE>

in the case of this clause (B), has resulted in or would reasonably be expected
to result in, individually or in the aggregate, any material liabilities to ARG
or any of its Subsidiaries;

                (x)     any Contract relating to any Indebtedness, guarantying
the performance of any Person or guarantying any Indebtedness;

                (xi)    any Contract involving a purchase price of $50,000 or
more under which the closing of the transactions contemplated thereby has not
occurred or under which there remains outstanding obligations and which relates
to the acquisition by ARG or any of its Subsidiaries of any operating business
or the capital stock or other equity securities of any other Person, or the sale
by ARG or any of its Subsidiaries of any operating business or the capital stock
or other equity securities of any former Subsidiary of ARG;

                (xii)   any partnership or joint venture agreement or other
Contract involving a sharing of profits, losses, costs or Liabilities with any
other Person;

                (xiii)  any Contract under which ARG or any of its Subsidiaries
uses or occupies or has the right to use or occupy any real property
(collectively, the "ARG REAL PROPERTY LEASES") (and Section 3.12(a)(xiii) of the
Triarc Disclosure Letter sets forth a true and complete summary of the following
terms of each such ARG Real Property Lease: (1) the annual rental rate; and (2)
the termination date);

                (xiv)   any Contract under which ARG or any of its Subsidiaries
grants to any Person or Persons the right of use or occupancy to any portion of
any parcel of ARG Real Property (collectively, the "ARG LEASES");

                (xv)    any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the acquisition or sale by ARG
or any of its Subsidiaries of one or more parcels of real property, the
aggregate purchase price of which exceeds $50,000;

                (xvi)   any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the construction by ARG or any
of its Subsidiaries of one or more new Restaurants, the estimated costs under
which exceeds $50,000 in the aggregate;

                (xvii)  any Contract entered into out of the ordinary course of
business, including any Contract entered into in connection with any settlement
of any claim, action, suit, demand, proceeding, investigation or dispute,
involving payments by ARG and/or its Subsidiaries in excess of $50,000 or any
unfulfilled or pending non-payment obligations of ARG or any of its
Subsidiaries; and

                (xviii) any Contract or pledge pursuant to which ARG or any of
its Subsidiaries has committed or undertaken to make any charitable contribution
with an unfulfilled amount in excess of $50,000 individually or $250,000 in the
aggregate for all such Contracts or pledges.


                                      -28-
<PAGE>

         (b)    Each ARG Material Contract is valid, binding, in full force
and effect and enforceable in accordance with its terms against ARG or the
applicable Subsidiary of ARG and, to the Knowledge of Triarc, against any other
party thereto. ARG or the applicable Subsidiary of ARG and, to the Knowledge of
Triarc, each other party thereto, is not in material breach or material default
under any ARG Material Contract and to the Knowledge of Triarc, no event has
occurred or condition of set of circumstances exists which, with or without
notice or lapse of time or both, would constitute a material breach or material
default, or permit termination, modification or acceleration, under any ARG
Material Contract by any party thereto.

         Section 3.13   TAX MATTERS.

         (a)    All income Tax Returns and all other material Tax Returns
required to be filed by or with respect to ARG or any of its Subsidiaries (other
than Sybra and its Subsidiaries) or by or with respect to Sybra and its
Subsidiaries for Tax Periods ending after December 27, 2002), have been properly
prepared and timely filed (including all applicable extensions), and all such
Tax Returns (including information provided therewith or with respect thereto)
are true, complete and correct in all material respects.

         (b)    ARG and its Subsidiaries (other than Sybra and its
subsidiaries), or by or with respect to Sybra and its Subsidiaries for Tax
periods ending after December 27, 2002) have fully and timely paid all income
Taxes and all other material Taxes owed by such companies (whether or not shown
on any Tax Return), and have made adequate provision for any such Taxes that are
not yet due and payable, for all taxable periods, or portions thereof, ending on
or before the date hereof.

         (c)    There are no outstanding agreements extending or waiving the
statutory period of limitations applicable to any claim for, or the period for
the collection or assessment or reassessment of, Taxes due from ARG or any of
its Subsidiaries for any taxable period and no written request for any such
waiver or extension is currently pending.

         (d)    No audit or other proceeding by any Governmental Entity is
pending, no Governmental Entity has given written notice of any intention to
commence an audit or other proceeding, or assert any deficiency or claim for
additional Taxes against ARG or any of its Subsidiaries, and no claim in writing
has been made by any Governmental Entity in a jurisdiction where ARG and its
Subsidiaries do not file Tax Returns with respect to a particular Tax that it is
or may be subject to taxation by that jurisdiction with respect to such Tax, and
all deficiencies for Taxes asserted or assessed in writing against ARG or any of
its Subsidiaries have been fully and timely paid, settled or properly reflected
in the ARG Financial Statements.

         (e)    There are no Liens for Taxes upon the assets or properties of
ARG or any of its Subsidiaries, except for statutory Liens for current Taxes not
yet due.


                                      -29-
<PAGE>

         (f)    Neither ARG nor any of its Subsidiaries is a party to any Tax
Sharing Agreement or has any Liability for Taxes of any Person (other than
members of the affiliated group, within the meaning of Section 1504(a) of the
Code, filing consolidated federal income tax returns of which Triarc is the
common parent (or members of any affiliated group filing combined or
consolidated Tax returns for state, local or foreign Law purposes or which any
of Triarc or its Subsidiaries is the common parent) under Treasury Regulation
ss. 1.1502-6, Treasury Regulation ss. 1.1502-78 or similar provision of state,
local or foreign Law, as a transferee or successor, by Contract, or otherwise.

         (g)    ARG and its Subsidiaries have each withheld (or will withhold)
from their respective employees, independent contractors, creditors,
stockholders and third parties and timely paid to the appropriate Governmental
Entity proper and accurate amounts in all material respects for all periods
ending on or before the Closing Date in compliance with all Tax withholding and
remitting provisions of applicable Laws and have each complied in all material
respects with all Tax information reporting provisions of all applicable Laws.

         (h)    Neither ARG nor any of its Subsidiaries has constituted a
"distributing corporation" or a "controlled corporation" (within the meaning of
Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for
tax-free treatment under Section 355 of the Code (i) in the two years prior to
the date of this Agreement or (ii) in a distribution that could otherwise
constitute part of a "plan" or "series of related transactions" (within the
meaning of Section 355(e) of the Code) in conjunction with this acquisition.

         (i)    Neither ARG nor any of its Subsidiaries has agreed, or is
required to make, any adjustment under Section 481(a) of the Code, and no
Governmental Entity has proposed in writing any such adjustment or change in
accounting method.

         (j)    Neither ARG nor any of its Subsidiaries has executed or
entered into a closing agreement pursuant to Section 7121 of the Code or any
similar provision of state, local or foreign Law, and neither ARG nor any of its
Subsidiaries is subject to any private letter ruling of the IRS or comparable
ruling of any other Governmental Entity.

         (k)    Neither ARG nor any of its Subsidiaries has any "deferred
gains" with respect to any "deferred intercompany transactions," within the
meaning of Treasury Regulation ss. 1.1502-13, and none of ARG's Subsidiaries has
an "excess loss account" within the meaning of Treasury Regulation ss.
1.1502-19.

         (l)    No property owned by any of ARG or its Subsidiaries: (i) is
property required to be treated as being owned by another Person pursuant to the
provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
and in effect immediately prior to the enactment of the Tax Reform Act of 1986,
(ii) constitutes "tax-exempt use property" within the meaning of Section
168(h)(1) of the Code or (iii) is "tax-exempt bond financed property" within the
meaning of Section 168(g)(5) of the Code.


                                      -30-
<PAGE>

         (m)    As of the date hereof and as of the Closing Date, Triarc does
not have any plan or intention to sell or otherwise dispose of more than 50% of
the assets of RTMRG acquired pursuant to the Mergers, except for dispositions
made in the ordinary course of business, transfers pursuant to the Triarc
Contributions or transfers described in Section 368(a)(2)(C) of the Code or
Treasury Regulation ss. 1.368-2(k).

         (n)    As of the date hereof and as the of the Closing Date, Triarc
(or a member of Triarc's qualified group as defined in Treasury Regulation ss.
1.368-1(d)(4)(ii)) intends to continue the historic business of RTMRG and its
Subsidiaries or use a significant portion of their historic business assets in a
business.

         Section 3.14   EMPLOYEE BENEFITS.

         (a)    Except for severance agreements under which the remaining
aggregate payments to the applicable former employee are less than $125,000, ARG
does not maintain or contribute to or have any obligation to maintain or
contribute to, or have any direct or indirect Liability with respect to any
plan, program, arrangement or agreement that is a pension, profit-sharing,
savings, retirement, employment, consulting, severance pay, termination,
executive compensation, incentive compensation, deferred compensation, bonus,
stock purchase, stock option, phantom stock or other equity-based compensation,
change-in-control, retention, salary continuation, vacation, sick leave,
disability, death benefit, group insurance, hospitalization, medical, dental,
life (including all individual life insurance policies as to which ARG is the
owner, the beneficiary, or both), Code Section 125 "cafeteria" or "flexible"
benefit, employee loan, educational assistance, fringe benefit plan, whether
written or oral, including, without limitation, any (i) "employee benefit plan"
within the meaning of Section 3(3) of ERISA or (ii) other employee benefit
plans, agreements, programs, policies, arrangements or payroll practices,
whether or not subject to ERISA (including any funding mechanism therefor now in
effect or required in the future as a result of the transaction contemplated by
this Agreement or otherwise) under which any current or former employee,
director, officer, leased employee or agent (or their beneficiaries) of ARG has
any present or future right to benefits (each such plan, program, arrangement or
agreement set forth in such Section being individually, an "ARG EMPLOYEE PLAN,"
and collectively, the "ARG EMPLOYEE PLANS"). All references to "ARG" in this
Section 3.14 shall refer to ARG and any employer that would be considered a
single employer with ARG under Sections 414(b), (c), (m) or (o) of the Code.

         (b)    ARG does not maintain, contribute to or have any Liability
with respect to, and has not within the preceding six years maintained,
contributed to or had any Liability with respect to, any ARG Employee Plan that
is, or has been, (i) subject to Title IV of ERISA or Section 412 of the Code,
(ii) maintained by more than one employer within the meaning of Section 413(c)
of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a
"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA, (v) a
"multiple employer welfare arrangement" as defined in Section 3(40) of ERISA,
(vi) maintained outside the jurisdiction of the United States, or (vii) an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA and
that is not intended to be qualified under Section 401(a) of the Code.


                                      -31-
<PAGE>

         (c)    (i)     Each ARG Employee Plan has been established and
administered in all material respects in accordance with its terms and in
compliance with the applicable provisions of ERISA, the Code and all other
applicable Laws; (ii) with respect to each ARG Employee Plan, all reports,
returns, notices and other documentation that are required to have been filed
with or furnished to the IRS, the DOL or any other Governmental Entity, or to
the participants or beneficiaries of such ARG Employee Plan have been filed or
furnished on a timely basis; (iii) each ARG Employee Plan that is intended to be
qualified within the meaning of Section 401(a) of the Code is so qualified and
has received a favorable determination letter from the IRS to the effect that
the ARG Employee Plan satisfies the requirements of Section 401(a) of the Code
and that its related trust is exempt from taxation under Section 501(a) of the
Code and, to the Knowledge of Triarc, there are no facts or circumstances that
could reasonably be expected to cause the loss of such qualification or the
imposition of any material Liability, penalty or Tax under ERISA, the Code or
any other applicable Laws; (iv) other than routine claims for benefits, no Liens
or Legal Actions to or by any Person or Governmental Entity have been filed
against any ARG Employee Plan or ARG with respect to any ARG Employee Plan or,
to the Knowledge of Triarc, against any other Person and, to the Knowledge of
Triarc, no such Liens or Legal Actions are contemplated or threatened with
respect to any ARG Employee Plan; (v) no individual who has performed services
for ARG has been improperly excluded from participation in any ARG Employee
Plan; and (vi) there are no audits or proceedings initiated pursuant to the
Employee Plans Compliance Resolution System or similar proceedings pending with
the IRS or the DOL with respect to any ARG Employee Plan.

         (d)    Neither ARG nor, to the Knowledge of Triarc, any other
"party in interest" or "disqualified person" with respect to any ARG Employee
Plan has engaged in a non-exempt "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code involving such ARG Employee
Plan. To the Knowledge of Triarc, no fiduciary has any Liability for breach of
fiduciary duty or any other failure to act or comply with the requirements of
ERISA, the Code or any other applicable Laws in connection with the
administration or investment of the assets of any ARG Employee Plan.

         (e)    All Liabilities or expenses of ARG in respect of any ARG
Employee Plan (including workers compensation) which have not been paid, have
been properly accrued on the ARG Unaudited Financial Statements in compliance
with GAAP. All contributions (including all employer contributions and employee
salary reduction contributions) or premium payments required to have been made
under the terms of any ARG Employee Plan, or in accordance with applicable Law,
as of the date hereof have been timely made or reflected on the ARG Unaudited
Financial Statements in accordance with GAAP.

         (f)    Neither ARG nor any organization to which ARG is a successor
or parent corporation, within the meaning of Section 4069(b) of ERISA, has
engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.


                                      -32-
<PAGE>

         (g)    ARG has no obligation to provide or make available
post-employment welfare benefits or welfare benefit coverage for any employee or
former employee, except as may be required under COBRA, and at the sole expense
of the employee or former employee.

         (h)    Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (either alone or in
combination with another event) (i) result in any payment becoming due, or
increase the amount of any compensation due, to any current or former employee
of ARG; (ii) increase any benefits otherwise payable under any ARG Employee
Plan; (iii) result in the acceleration of the time of payment or vesting of any
such compensation or benefits; or (iv) result in the payment of any amount that
could, individually or in combination with any other such payment, constitute an
"excess parachute payment," as defined in Section 280G(b)(1) of the Code.

         (i)    ARG has no plan, Contract or commitment, whether legally binding
or not, to create any additional employee benefit or compensation plans,
policies or arrangements or, except as may be required by Law, to modify any ARG
Employee Plan.

         (j)    There are no reserves, assets, surpluses or prepaid premiums
with respect to any "welfare plan" (as defined in Section 3(1) of ERISA) that is
disclosed in Section 3.14(a) of the Triarc Disclosure Letter.

         (k)    ARG has not incurred any Liability or obligation under WARN
or any similar state or local Law within the last six months which remains
unsatisfied.

         (l)    ARG has no direct or indirect material Liability with respect
to any misclassification of any Person as an independent contractor rather than
as an employee, or with respect to any employee leased from another employer.

         (m)    Triarc has made available to RTMRG with respect to each ARG
Employee Plan (other than the Triarc Companies, Inc. Retirement Savings Plan and
severance agreements under which the remaining aggregate payments to the
applicable former employee are less than $125,000), a true, correct and complete
copy (or, to the extent no such copy exists, an accurate description) thereof
and, to the extent applicable: (i) the most recent documents constituting the
ARG Employee Plan and all amendments thereto, (ii) any related trust agreement
or other funding instrument; (iii) the most recent IRS determination letter;
(iv) the most recent summary plan description and summary of material
modifications; (v) the three most recent (A) Forms 5500 and attached schedules,
and (B) audited financial statements; (vi) for the last three years, all
correspondence with the IRS, the DOL and any other Governmental Entity regarding
the operation or the administration of any ARG Employee Plan; and (vii) any
other documents in respect of an ARG Employee Plan reasonably requested by
RTMRG.

         Section 3.15   LABOR MATTERS. Neither ARG nor any of its Subsidiaries
is the subject of, nor, to the Knowledge of Triarc, is there threatened, any
material claim


                                      -33-
<PAGE>

asserting that ARG or any of its Subsidiaries has committed an unfair labor
practice with respect to ARG Employees located in the United States, nor is
there pending or, to the Knowledge of Triarc, threatened, nor has there been
since December 31, 2001, any organized effort or demand for recognition by any
labor organization or any labor dispute or slow-down that is material to the
operations of ARG and its Subsidiaries, taken as a whole. There is not pending,
nor, to the Knowledge of Triarc, is there threatened any material labor strike,
walk-out, work stoppage or lockout with respect to ARG Employees. ARG and each
of its Subsidiaries is, and since December 31, 2001 has been, in compliance in
all material respects with all applicable foreign, federal, state and local Laws
respecting employment, employment of minors, employment practices, terms and
conditions of employment, withholding and wages and hours.

         Section 3.16   ENVIRONMENTAL MATTERS. (i) Neither ARG nor any of its
Subsidiaries is, or since December 31, 2001 has been, in violation in any
material respect of any applicable Environmental Law; (ii) since December 31,
2001, neither ARG nor any of its Subsidiaries has received any written notice,
demand, claim or request for information from any Governmental Entity alleging
the violation in any material respect of or any material Liability under any
applicable Environmental Law; (iii) neither ARG nor any of its Subsidiaries is
the subject of any Order arising under any Environmental Law; and (iv) to the
Knowledge of Triarc, there are no events, conditions or circumstances reasonably
likely to result in any material Liability to ARG or any of its Subsidiaries
under Environmental Laws.

         Section 3.17   INTELLECTUAL PROPERTY.

         (a)    ARG and/or each of its Subsidiaries owns, is licensed under,
or otherwise possesses legally enforceable rights to use all patents, trade
secrets, inventions, trademarks, trade names, service marks, trade dress rights,
Internet domain names, copyrights, and any applications and registrations
therefor, technology, know-how, computer software programs or applications, and
tangible or intangible proprietary information or materials that are used in and
material to the business of ARG and its Subsidiaries as currently conducted.
Section 3.17(a) of the Triarc Disclosure Letter sets forth all material United
States patents, patent applications, trademark, service mark and copyright
applications and registrations, and Internet domain name registrations owned by
ARG and its Subsidiaries.

         (b)    Neither ARG nor any of its Subsidiaries is, nor will it be as a
result of the execution and delivery by the Triarc Parties of this Agreement or
the performance by the Triarc Parties of their obligations hereunder, in
violation in any material respect of any material licenses, sublicenses or other
agreements as to which ARG or any of its Subsidiaries is a party and pursuant to
which ARG or any of its Subsidiaries is authorized to use any third-party
patents, inventions, trademarks, trade names, service marks, trade dress rights,
Internet domain names, copyrights, trade secrets or other intellectual property
rights (collectively, "ARG THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS").

         (c)    No claims with respect to (i) the right of ARG or any of its
Subsidiaries to use or to sell, license or make available to any Person any
products or


                                      -34-
<PAGE>

services of ARG or any of its Subsidiaries, or any of the patents, patent
applications, registered and material unregistered trademarks, trade names,
service marks, registered copyrights, and any applications therefor, Internet
domain names, trade secrets or inventions owned by ARG or any of its
Subsidiaries (collectively, the "ARG INTELLECTUAL PROPERTY RIGHTS"); or (ii) ARG
Third-Party Intellectual Property Rights are, to the Knowledge of Triarc,
currently pending or threatened by any Person against ARG or any of its
Subsidiaries that if adversely determined could be material to ARG and its
Subsidiaries, taken as a whole.

         (d)    ARG and its Subsidiaries have taken all necessary actions to
maintain and protect the ARG Intellectual Property Rights.

         Section 3.18   REAL PROPERTY. Section 3.18 of the Triarc Disclosure
Letter sets forth a true, correct and complete schedule of all real property
owned by, or leased, subleased or licensed to, ARG or any of its Subsidiaries
(which Section may be updated by Triarc prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof) (collectively, the "ARG
REAL PROPERTY"). With respect to each such parcel of ARG Real Property:

         (a)    ARG or its relevant Subsidiary has good and marketable title to
the ARG Real Property owned by it and a valid leasehold interest in the ARG Real
Property leased to it, as the case may be, free and clear of any Liens, except
for Permitted Liens;

         (b)    except for ARG Leases, there are no leases, subleases, licenses,
concessions, or other agreements entered into by ARG or any of its Subsidiaries
granting to any Person or Persons the right of use or occupancy to any portion
of the parcel of any of such ARG Real Property;

         (c)    [intentionally omitted];

         (d)    all of the real property used by ARG and its Subsidiaries in the
conduct of its business is included in the ARG Real Property, and is sufficient
to operate the Arby's quick service restaurant business as currently conducted;

         (e)    except for the ARG Restaurants (which are addressed in Section
3.25), ARG and its Subsidiaries have not received notice and, to the Knowledge
of Triarc, there are no pending, threatened or contemplated condemnation
proceeding or proceedings affecting any of the ARG Real Property or any part
thereof or of any sale or other disposition of the ARG Real Property or any part
thereof in lieu of condemnation, in each case that, individually or in the
aggregate, is, or is reasonably likely to be, material to ARG and its
Subsidiaries, taken as a whole; and

         (f)    no portion of any material ARG Real Property has suffered any
material damage by fire or other casualty which is uninsured or has not
heretofore been completely repaired and restored in full.

         Section 3.19   PERSONAL PROPERTY. ARG and its Subsidiaries have good
and marketable title to, or a valid and enforceable leasehold interest in, all
material


                                      -35-
<PAGE>

tangible personal property or assets owned, used or held for use by them.
Neither ARG's nor any of its Subsidiaries' ownership of or leasehold interest in
any such personal property or assets is subject to any Liens, except for
Permitted Liens and Liens securing Indebtedness of Sybra and its Subsidiaries.
Except for normal wear and tear and except to the extent addressed in Section
3.25(a), the machinery, equipment, fixtures and improvements of ARG and its
Subsidiaries necessary for and material to the continued conduct of their
respective businesses are in good operating condition and in a state of
reasonable maintenance and repair.

         Section 3.20   SUFFICIENCY OF ASSETS. ARG and its Subsidiaries taken
as a whole have, directly or indirectly, ownership of or rights in all of the
assets necessary to conduct the Arby's restaurant business of ARG and its
Subsidiaries in all material respects as currently conducted.

         Section 3.21   INSURANCE. ARG and its Subsidiaries maintain (or have
maintained on their behalf), and have maintained (or have maintained on their
behalf) without interruption, policies or binders of insurance covering risks
and events and in amounts adequate for their respective businesses and
operations and customary in the industry in which they operate. There are no
material claims by ARG or any Subsidiary of ARG pending under any of such
policies or bonds in excess of $100,000 as to which coverage has been
questioned, denied or disputed by the underwriters of such policies or bonds or
in respect of which such underwriters have reserved their rights.

         Section 3.22   INVENTORY. The Inventory of ARG and its Subsidiaries
consists of items which are in all material respects of a quality and quantity
usable and salable in the ordinary course of business consistent with past
practice.

         Section 3.23   ACCOUNTS RECEIVABLE. All Accounts Receivable that are
reflected on the ARG Financial Statements or on the accounting records of ARG
and its Subsidiaries as of the Closing Date represent or will represent valid
obligations arising from sales actually made or services actually performed by
ARG or its Subsidiaries in the ordinary course of business. There is no contest,
claim, defense or right of setoff, other than returns in the ordinary course of
business of ARG or its Subsidiaries, under any Contract with any account debtor
of an Account Receivable relating to the amount or validity of such Account
Receivable, other than any of the foregoing asserted after the date hereof and
where the result, individually or in the aggregate, is not and would not
reasonably be expected to be material to ARG and its Subsidiaries, taken as a
whole.

         Section 3.24   SUPPLIERS. No supplier or distributor that is identified
with an asterisk on Section 3.12(a) of the Triarc Disclosure Letter has reduced
or otherwise discontinued or adversely modified the terms on which such products
or services are supplied, or threatened to reduce or discontinue or adversely
modify the terms in connection with supplying such items to ARG or its
Subsidiaries, in a manner that is or would be material to ARG and its
Subsidiaries, taken as a whole.


                                      -36-
<PAGE>

         Section 3.25   ARG RESTAURANTS.

         (a)    Section 3.25(a) of the Triarc Disclosure Letter sets forth a
true and complete list of the Restaurants owned or operated by ARG or any of its
Subsidiaries (which Section may be updated by Triarc prior to the Closing Date
to reflect any additions or deletions thereto after the date hereof) (the "ARG
RESTAURANTS"). The stores, equipment, machinery, fixtures and improvements owned
by ARG and its Subsidiaries or otherwise used by ARG and its Subsidiaries in
connection with the operation of the ARG Restaurants are (as to physical plant
and structure) structurally sound, in good operating condition and repair,
except for ordinary wear and tear, and are adequate for the uses to which they
are being put.

         (b)    To the Knowledge of Triarc, neither ARG nor any of its
Subsidiaries has received written notice that any of the buildings and
structures or any appurtenances thereto or equipment therein or the operation or
maintenance thereof related to the ARG Restaurants violates in any material
respect any restrictive covenants, any insurance requirements or any applicable
federal, state or local Law, ordinance or zoning regulation. To the Knowledge of
Triarc, none of the property nor any buildings, structures or improvements
thereon related to the ARG Restaurants violate in any material respect any
building, fire, environmental or other Laws.

         (c)    No Governmental Entity has issued or threatened, in writing,
to issue any written notice or order that materially affects the use of the
property of an ARG Restaurant as presently utilized and neither ARG nor any of
its Subsidiaries has received written notice from any other third party of any
adverse claim that would materially affect the current operations of an ARG
Restaurant. There are no condemnation or eminent domain proceedings pending or,
to the Knowledge of Triarc, threatened, against the property where any ARG
Restaurant is located, and neither ARG nor any of its Subsidiaries has received
written notice of the intent of any Governmental Entity to take or use the
property or any part thereof.

         Section 3.26   FRANCHISEES.

         (a)    Set forth on Section 3.26(a) of the Triarc Disclosure Letter
is a list of all of the restaurants which are branded as "Arby's" and are not
owned or operated by ARG or any of its Subsidiaries and each of which is
operated pursuant to a franchise agreement with ARG or one of its Subsidiaries
(which Section may be updated by Triarc prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof) (each such restaurant, a
"FRANCHISED RESTAURANT", and each such franchise and license agreement, a
"FRANCHISE AGREEMENT"), indicating with respect to each Franchise Agreement: (i)
the name of the franchisee ("FRANCHISEE") or licensee ("LICENSEE"); (ii) the
unit numbers; (iii) the city and state; (iv) the royalty rate; and (v) the
termination date.

         (b)    Set forth on Section 3.26(b) of the Triarc Disclosure Letter
is a list of each development agreement for Restaurants (which Section may be
updated by Triarc prior to the Closing Date to reflect any additions or
deletions thereto after the date hereof)


                                      -37-
<PAGE>

(collectively, the "DEVELOPMENT AGREEMENTS"), indicating with respect to each
Development Agreement: (i) the name of the developer; and (ii) the annual
commitments.

         (c)    Each Franchise Agreement and Development Agreement is valid,
binding, in full force and effect and enforceable in accordance with its terms
against ARG or the applicable Subsidiary of ARG. ARG or the applicable
Subsidiary of ARG is not in material breach or material default under any such
Franchise Agreement or Development Agreement.

         (d)    Section 3.26(d) of the Triarc Disclosure Letter sets forth a
true and complete list of (i) all jurisdictions, including without limitation,
all states in the United States, provinces in Canada or other countries, in
which ARG or any of its Affiliates is currently registered to sell franchises;
and (ii) all jurisdictions, including all states in the United States and
provinces in Canada, in which ARG or any of its Affiliates is exempt from the
registration provisions of such jurisdiction's franchise registration law. The
jurisdictions in which ARG and its Affiliates are so registered are the only
jurisdictions in which they are required to be registered in light of the rights
granted under the Franchise Agreements and Development Agreements, except where
the failure to be so registered has not been and would not reasonably be
expected to be, individually or in the aggregate, material to ARG and its
Subsidiaries, taken as a whole.

         (e)    Each offer and sale of a franchise for a Franchised Restaurant
since December 31, 2001 has been made in compliance in all material respects
with applicable Laws, and since such offers or sales, ARG and its Affiliates
have not committed any material violation of any applicable Laws with respect to
the operation of the Franchised Restaurants or the administration of any
Franchise Agreement or Development Agreement. Without limitation of the
foregoing, since December 31, 2001, no right of rescission has been asserted
with respect to any Franchise Agreement or Development Agreement.

         Section 3.27   TRANSACTIONS WITH AFFILIATES. Except for existing
employment agreements with ARG or any of its Subsidiaries or existing ARG
Employee Plans or existing Contracts entered into between ARG and its
Subsidiaries, neither ARG nor any of its Subsidiaries is a party to any Contract
with Triarc or any of its Subsidiaries (other than ARG or any of its
Subsidiaries), any director, officer or employee of Triarc or any of its
Subsidiaries or, to the Knowledge of Triarc, any Affiliates or Immediate Family
Members of any director, officer or employee of Triarc or any of its
Subsidiaries. Section 3.27 of the Triarc Disclosure Letter also sets forth a
true and complete list of all outstanding loans or extensions of credit (other
than travel advances made in the ordinary course of business to directors,
officers or employees) that ARG or any of its Subsidiaries has made directly or
indirectly to Triarc or any of its Subsidiaries (other than ARG or any of its
Subsidiaries), any director, officer or employee of ARG or any of its
Subsidiaries or any of their respective Affiliates or Immediate Family Members,
providing with respect to each such loan or extension of credit the outstanding
principal amount, the amount of accrued and unpaid interest as of the date
hereof, the interest rate and final maturity date (which Section may be updated
by Triarc prior to the Closing Date to reflect (x) any


                                      -38-
<PAGE>

additions or deletions thereto after the date hereof and (y) payments of
principal and interest and accrual of interest on such Indebtedness during the
period from the date hereof through the Closing Date).. Each Contract and loan
or extension of credit set forth or required to be set forth in Section 3.27 of
the Triarc Disclosure Letter is hereinafter referred to as an "ARG RELATED PARTY
ARRANGEMENT."

         Section 3.28   SUFFICIENT FUNDS.

         (a)    Arby's Restaurant Holdings, LLC and ARG have received executed
commitment letters dated May 27, 2005 (together with the respective exhibits and
attachments thereto, the "DEBT FINANCING DOCUMENTS") from Citicorp North
America, Inc., Citigroup Global Markets Inc. and the other lenders parties
thereto (the "LENDERS") pursuant to which the Lenders have committed, subject to
the terms and conditions set forth therein and to be contained in the definitive
documentation referred to therein, to provide Arby's Restaurant Holdings, LLC
and ARG with an aggregate of $700 million of debt financing under available
senior secured credit facilities (the "DEBT FINANCING"). True and complete
copies of the Debt Financing Documents have been furnished to the RTM
Representatives.

         (b)    Triarc has, and at the First Effective Time will have sufficient
cash and cash equivalents to pay not less than $135 million of the Aggregate
Cash Consideration.

         Section 3.29   BROKERS AND FINDERS. No broker, finder or investment
banker other than as set forth on Section 3.29 of the Triarc Disclosure Letter
is entitled to any brokerage, finder's or other fee or commission in connection
with the RTM Transactions or the other transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of Triarc or any of its Subsidiaries. Triarc has made available to RTMRG
a correct and complete copy of all agreements between Triarc and those Persons
set forth on Section 3.29 of the Triarc Disclosure Letter under which such
Persons would be entitled to any payment relating to the RTM Transactions or
such other transactions, which agreements shall not be amended or otherwise
modified after the date hereof without the prior written consent of RTMRG.


                                   ARTICLE IV

              REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES

         THE FOLLOWING REPRESENTATIONS AND WARRANTIES OF THE TRIARC PARTIES (AND
THE CORRESPONDING PORTIONS OF THE TRIARC DISCLOSURE LETTER) SHALL AUTOMATICALLY
AND IMMEDIATELY TERMINATE AND EXPIRE AND BE OF NO FURTHER FORCE AND EFFECT FOR
ANY PURPOSE OF THIS AGREEMENT OR OTHERWISE UPON THE CONVERSION OF SHARES OF
TRIARC B-2 COMMON STOCK ISSUED UNDER THE TRIARC B-2 ELECTION INTO SHARES OF
TRIARC B-1 COMMON STOCK AS A RESULT OF THE OCCURRENCE OF THE TRIGGER EVENT.

         Except as otherwise set forth in the Triarc Disclosure Letter, which
Triarc Disclosure Letter is arranged in Sections corresponding to the Sections
of this


                                      -39-
<PAGE>

Agreement, the Triarc Parties jointly and severally represent and warrant to
RTMRG that:

         Section 4.01   ORGANIZATION AND QUALIFICATION OF TRIARC PARTIES. Each
of the Triarc Parties is a limited liability company or corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation or organization and has the corporate power and
authority to own or lease its assets and to carry on its business substantially
as it is being conducted on the date hereof. Each of the Triarc Parties is duly
qualified and licensed to do business and is in good standing in each
jurisdiction where the ownership or operation of its property and assets or the
conduct of its business requires such qualification, except where the failure to
be so qualified or in good standing has not had and would not reasonably be
expected to have, individually or in the aggregate, a Triarc Material Adverse
Effect. Triarc has made available to RTMRG correct and complete copies of the
articles of incorporation and bylaws of each of the Triarc Parties (as amended
to the date hereof).

         Section 4.02   AUTHORIZATION OF TRIARC PARTIES; ENFORCEABILITY. Each
of the Triarc Parties 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, deliver and perform its obligations under
this Agreement and each of the Ancillary Agreements to which it is a party and
to consummate the transactions contemplated by this Agreement and each such
Ancillary Agreement. This Agreement and each of the Ancillary Agreements to
which it is a party have been duly executed and delivered by each of the Triarc
Parties and constitute the legal, valid and binding obligation of each of the
Triarc Parties, enforceable in accordance with their respective 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.

         Section 4.03   CAPITALIZATION OF TRIARC.

         (a)    As of the close of business on May 16, 2005, the authorized
capital stock of Triarc consists solely of (i) 100,000,000 shares of Triarc
Class A Common Stock, (ii) 150,000,000 shares of Triarc Class B Common Stock, of
which 100,000,000 shares have been designated as Triarc Class B-1 Common Stock
and (iii) 100,000,000 shares of Preferred Stock, par value $0.10 per share.

         (b)    As of the close of business on May 16, 2005, (i) 23,902,892
shares of Triarc Class A Common Stock and 42,663,278 shares of Triarc Class B-1
Common Stock were issued and outstanding, (ii) 5,647,771 shares of Triarc Class
A Common Stock and 16,438,048 shares of Triarc Class B-1 Common Stock were held
in treasury by Triarc, (iii) 8,335,250 shares of Triarc Class A Common Stock and
16,243,773 shares of Triarc Class B-1 Common Stock were reserved for issuance
under the Triarc Option Plans and (iv) 4,375,000 shares of Triarc Class A Common
Stock and 8,750,000 shares of Triarc Class B-1 Common Stock were reserved for
issuance upon conversion of the Triarc Convertible Notes. Except as set forth in
this Section 4.03(b), as of the close of


                                      -40-
<PAGE>

business on May 16, 2005, no shares of capital stock of Triarc were issued,
reserved for issuance or outstanding.

         (c)    All shares of Triarc Class B-1 Common Stock to be issued
pursuant to this Agreement and, if the Triarc B-2 Election shall have been made,
upon conversion of shares of Triarc Class B-2 Common Stock, and all shares of
Triarc Class B-2 Common Stock to be issued pursuant to this Agreement, upon
issuance (i) will be duly authorized, validly issued, fully paid and
non-assessable and (ii) will not be subject to pre-emptive rights.

         (d)    Except as set forth in Section 4.03(b), there are no warrants,
calls, conversion rights, stock appreciation rights, redemption rights,
repurchase rights or other rights, agreements, arrangements or commitments to
which Triarc or any of its Subsidiaries is a party (A) relating to the issued or
unissued capital stock or other securities of Triarc or (B) obligating Triarc to
issue or sell any shares of its capital stock or other securities.

         (e)    Except as set forth in Section 3.03(e) of the Triarc Disclosure
Letter, to the Knowledge of Triarc, there are no voting trusts, proxies or other
agreements or understandings with respect to the voting of the capital stock of
Triarc. Other than the Triarc Convertible Notes, Triarc does not have
outstanding any bonds, debentures, notes or other obligations the holders of
which have the right to vote (or are convertible into or exercisable for
securities having the right to vote) with the stockholders of Triarc on any
matters.

         Section 4.04   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by each of the Triarc Parties of this Agreement and each of the
Ancillary Agreements to which it is a party do not, and the consummation by each
of the Triarc Parties of the transactions contemplated hereby and thereby will
not, require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Entity, other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)    the pre-merger notification required under the HSR Act.

         Section 4.05   NON-CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings, the
execution, delivery and performance by each of the Triarc Parties of this
Agreement and each of the Ancillary Agreements to which it is a party do not,
and the consummation by each of the


                                      -41-
<PAGE>

Triarc Parties of the transactions contemplated hereby and thereby will not (a)
contravene, conflict with, or result in any violation or breach of, the articles
of incorporation or by-laws (or comparable organizational instruments) of any of
the Triarc Parties, (b) contravene or conflict with, or result in any violation
or breach of, in any material respect, any Laws, Orders or Permits applicable to
Triarc or any of its Subsidiaries or by which any assets of Triarc and its
Subsidiaries are bound, assuming that all consents, approvals, authorizations,
filings and notifications described in Section 3.05, Section 4.04 and Section
5.05 have been obtained or made, (c) result in any violation or breach of, or
constitute a default (with or without notice or lapse of time or both) under,
(x) any Contract filed with the Triarc SEC Reports (as defined below) or (y) any
other Contract to which Triarc or any of its Subsidiaries is a party or by which
any assets of Triarc or any of its Subsidiaries is bound, other than in the case
of this clause (y) any such violation, breach or default that would not
reasonably be expected to have, individually or in the aggregate, a Triarc
Material Adverse Effect, (d) require any consent, approval or other
authorization of, or filing with or notification to, any Person under, (x) any
Contract filed with the Triarc SEC Reports or (y) any other Contract to which
Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or
any of its Subsidiaries is bound, other than in the case of this clause (y) any
such consent, approval, authorization, filing or notification that, if not
obtained or made, would not reasonably be expected to have, individually or in
the aggregate, a Triarc Material Adverse Effect, (e) give rise to any
termination, cancellation, amendment, modification or acceleration of any rights
or obligations under, (x) any Contract filed with the Triarc SEC Reports or (y)
any other Contract to which Triarc or any of its Subsidiaries is a party or by
which any assets of Triarc or any of its Subsidiaries is bound, other than in
the case of this clause (y) any such termination, cancellation, amendment,
modification or acceleration that would not reasonably be expected to have,
individually or in the aggregate, a Triarc Material Adverse Effect, or (f) cause
the creation or imposition of any Liens (other than Permitted Liens) on any
material assets of any of Triarc or any of its Subsidiaries.

         Section 4.06   SEC REPORTS. Triarc has filed all forms, reports,
schedules, statements and other documents required to be filed by Triarc with
the SEC since December 31, 2001 and prior to the date hereof. All such forms,
reports, schedules, statements and other documents (including those that Triarc
may file after the date hereof until the Closing) are referred herein as the
"TRIARC SEC REPORTS." The Triarc SEC Reports (i) at the time filed, were or will
be prepared in compliance in all material respects with the applicable
requirements of the Securities Act and the Exchange Act and (ii) did not or will
not at the time they were or are filed contain any untrue statement of a
material fact or omit to state a material fact required to be stated in such
Triarc SEC Reports or necessary in order to make the statements in such Triarc
SEC Reports, in light of the circumstances under which they were made, not
misleading, except to the extent that such statements have been modified or
superseded by a later-filed Triarc SEC Report.

         Section 4.07   TRIARC FINANCIAL STATEMENTS. The (i) audited
consolidated balance sheet as of January 2, 2005 and December 28, 2003 and
statements of income,


                                      -42-
<PAGE>

stockholders' equity and cash flows for the fiscal years ended January 2, 2005,
December 28, 2003 and December 29, 2002, for Triarc and its Subsidiaries (such
statements, together with the footnotes related thereto, being the "TRIARC
AUDITED FINANCIAL STATEMENTS") and (ii) unaudited consolidated balance sheet as
of April 3, 2005 and January 2, 2005 and statements of income and cash flows for
the fiscal periods ended April 3, 2005 and March 28, 2004, for Triarc and its
Subsidiaries included or incorporated by reference in the Triarc SEC Reports
(such statements being the "TRIARC UNAUDITED FINANCIAL STATEMENTS" and together
with the Triarc Audited Financial Statements, the "TRIARC FINANCIAL STATEMENTS")
were prepared in accordance with GAAP applied on a consistent basis (except as
may be indicated in the notes to the Triarc Financial Statements and except for
the absence of footnotes in the case of the Triarc Unaudited Financial
Statements) and fairly present, in all material respects, the consolidated
financial position of Triarc and its Subsidiaries as of the dates thereof and
their consolidated results of operations and cash flows for the periods then
ended (subject, in the case of the Triarc Unaudited Financial Statements, to
normal year-end adjustments).

         Section 4.08   ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the
extent relating to the transactions contemplated by this Agreement, since
January 2, 2005 (i) Triarc and its Subsidiaries taken as a whole have in all
material respects conducted their businesses in the ordinary course of business
consistent with past practice and (ii) there has not occurred any event, and
there does not exist any condition or set of circumstances, that has had or
could reasonably be expected to have, individually or in the aggregate, a Triarc
Material Adverse Effect.

         Section 4.09   ABSENCE OF UNDISCLOSED LIABILITIES. None of Triarc and
its Subsidiaries has any Liabilities that have had or could reasonably be
expected to have, individually or in the aggregate, a Triarc Material Adverse
Effect, except for (i) Liabilities set forth in the Triarc Financial Statements
or in Triarc SEC Reports filed at least five Business Days prior to the date of
this Agreement, (ii) Liabilities which have arisen after January 2, 2005, in the
ordinary course of business consistent with past practice, (iii) Liabilities set
forth in Section 4.09 of the Triarc Disclosure Letter and (iv) Liabilities that
are the subject of any other representation or warranty contained in this
Article IV and are specifically disclosed pursuant to such representation or
warranty or are not required to be disclosed because such other representation
or warranty is limited or qualified with respect to dollar amount, Knowledge of
Triarc, materiality or Triarc Material Adverse Effect.

         Section 4.10   LEGAL ACTIONS. Section 4.10 of the Triarc Disclosure
Letter sets forth a true and complete list of all Legal Actions pending or, to
the Knowledge of Triarc, threatened against (a) Triarc or any of its
Subsidiaries or (b) any director, officer or employee of Triarc or any of its
Subsidiaries or other Person for whom Triarc or any of its Subsidiaries may be
liable, other than in the case of clause (a) or (b) any such Legal Actions
commenced or, to the Knowledge of Triarc, threatened after the date of this
Agreement and prior to the Closing Date that have not resulted in and would not
reasonably be expected to result in, individually or in the aggregate, (x)
Losses to Triarc


                                      -43-
<PAGE>

and its Subsidiaries in excess of $10 million or (y) Triarc or any of its
Subsidiaries being bound by any material restriction (other than customary
confidentiality restrictions). Neither Triarc nor any of its Subsidiaries is
subject to or bound by any outstanding Order that could reasonably be expected
to have, individually or in the aggregate, a Triarc Material Adverse Effect.

         Section 4.11   SUFFICIENT FUNDS.

         (a)    Arby's Restaurant Holdings, LLC and ARG have received the Debt
Financing Documents from the Lenders pursuant to which the Lenders have
committed, subject to the terms and conditions set forth therein and to be
contained in the definitive documentation referred to therein, to provide Arby's
Restaurant Holdings, LLC and ARG with the Debt Financing. True and complete
copies of the Debt Financing Documents have been furnished to the RTM
Representatives.

         (b)    Triarc has, and at the First Effective Time will have sufficient
cash and cash equivalents to pay not less than $135 million of the Aggregate
Cash Consideration.

         Section 4.12   BROKERS AND FINDERS. No broker, finder or investment
banker other than as set forth on Section 3.29 of the Triarc Disclosure Letter
is entitled to any brokerage, finder's or other fee or commission in connection
with the RTM Transactions or the other transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of Triarc or any of its Subsidiaries. Triarc has made available to RTMRG
a correct and complete copy of all agreements between Triarc and those Persons
set forth on Section 3.29 of the Triarc Disclosure Letter under which such
Persons would be entitled to any payment relating to the RTM Transactions or
such other transactions, which agreements shall not be amended or otherwise
modified after the date hereof without the prior written consent of RTMRG.

         Section 4.13   CERTAIN TAX MATTERS.

         (a)    As of the date hereof and as of the Closing Date, Triarc does
not have any plan or intention to sell or otherwise dispose of more than 50% of
the assets of RTMRG acquired pursuant to the Mergers, except for dispositions
made in the ordinary course of business, transfers pursuant to the Triarc
Contributions or transfers described in Section 368(a)(2)(C) of the Code or
Treasury Regulation ss. 1.368-2(k).

         (b)    As of the date hereof and as of the Closing Date, Triarc (or a
member of Triarc's qualified group as defined in Treasury Regulation ss.
1.368-1(d)(4)(ii)) intends to continue the historic business of RTMRG and its
Subsidiaries or use a significant portion of their historic business assets in a
business.


                                      -44-
<PAGE>

                                   ARTICLE V

                     REPRESENTATIONS AND WARRANTIES OF RTMRG

         Except as otherwise set forth in the disclosure letter delivered on or
prior to the date of this Agreement by RTMRG to Triarc (the "RTMRG DISCLOSURE
LETTER"), which RTMRG Disclosure Letter is arranged in Sections corresponding to
the Sections of this Agreement, RTMRG represents and warrants to the Triarc
Parties that:

         Section 5.01   ORGANIZATION AND QUALIFICATION OF RTMRG. RTMRG is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation and has the corporate power and authority
to own or lease its assets and to carry on its business substantially as it is
being conducted on the date hereof. RTMRG is duly qualified and licensed to do
business and is in good standing in each jurisdiction where the ownership or
operation of its property and assets or the conduct of its business requires
such qualification, except where the failure to be so qualified or in good
standing has not had and could not reasonably be expected to have, individually
or in the aggregate, a RTMRG Material Adverse Effect. RTMRG has made available
to Triarc correct and complete copies of the articles of incorporation and
bylaws of RTMRG (as amended to the date hereof).

         Section 5.02   AUTHORIZATION OF RTMRG; ENFORCEABILITY. RTMRG has all
requisite corporate power and authority, and has taken all corporate action
necessary in order to execute, deliver and perform its obligations under this
Agreement and each of the Ancillary Agreements to which it is a party and to
consummate the transactions contemplated by this Agreement and each such
Ancillary Agreement. This Agreement and each of the Ancillary Agreements to
which it is a party have been duly executed and delivered by RTMRG and
constitute the legal, valid and binding obligation of RTMRG, enforceable in
accordance with their respective 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.

         Section 5.03   CAPITALIZATION OF RTMRG.

         (a)    The authorized capital stock of RTMRG consists of 100,000,000
shares of RTMRG Common Stock, of which 92,862,239 are the only shares of RTMRG
Common Stock issued and outstanding on the date hereof. All of the shares of
RTMRG Common Stock have been duly authorized and validly issued, are fully paid
and nonassessable. Except for outstanding RTMRG Options, there are no options,
warrants, calls, conversion rights, stock appreciation rights, redemption
rights, repurchase rights or other rights, agreements, arrangements or
commitments to which RTMRG or any of its Subsidiaries are a party (A) relating
to the issued or unissued capital stock or other securities of RTMRG or (B)
obligating RTMRG to issue or sell any shares of its capital stock or other
securities. There are no voting trusts, proxies or other agreements or
understandings with respect to the voting of the capital stock of RTMRG. RTMRG
does not have any outstanding bonds, debentures, notes or other obligations the
holders of


                                      -45-
<PAGE>

which have the right to vote (or convertible into or exercisable for securities
having the right to vote) with the shareholders of RTMRG on any matter.

         (b)    As of the date of this Agreement, RTMRG Options to acquire an
aggregate of 4,911,422 shares of RTMRG Common Stock have been granted to certain
RTMRG Employees. RTMRG has made available to Triarc correct and complete copies
of the RTMRG Options. Section 5.03 of the RTMRG Disclosure Letter sets forth a
correct and complete list of the following information, as of the date of this
Agreement, with respect to each RTMRG Option: (i) the name of the holder of that
option; (ii) the exercise price for that option; (iii) the number of shares of
RTMRG Common Stock subject to that option; and (iv) the dates on which that
option was granted, will vest and will expire.

         Section 5.04   SUBSIDIARIES OF RTMRG.

         (a)    Section 5.04(a) of the RTMRG Disclosure Letter lists the name of
each direct and indirect Subsidiary of RTMRG, the type of entity, jurisdiction
of organization and the number and class and/or series of shares of capital
stock or similar equity interests of such Subsidiary that are outstanding, and
the identity of the record and beneficial holders thereof. Each Subsidiary of
RTMRG is duly organized or formed, as the case may be, validly existing and in
good standing under the laws of its jurisdiction of organization or formation,
as the case may be, has the power and authority to own or lease its assets and
to carry on its business substantially as it is being conducted on the date
hereof, and is duly qualified and licensed to do business and is in good
standing, in each jurisdiction where the ownership or operation of its
properties and assets or the conduct of its business requires such
qualification, except where the failure to be so qualified, licensed or in good
standing has not had and would not reasonably be expected to have, individually
or in the aggregate, an RTMRG Material Adverse Effect. RTMRG has made available
to Triarc correct and complete copies of the articles of incorporation and
bylaws of each Subsidiary of RTMRG or comparable organizational instruments (as
amended to the date hereof). Section 5.04(a) of the RTMRG Disclosure Letter sets
forth all interests of RTMRG and its Subsidiaries in Persons other than
Subsidiaries of RTMRG (the "RTMRG INVESTMENTS"), listing the name of such
Person, the type of entity, jurisdiction of organization and the number and
class, amount and/or series of debt or equity interests of such Persons held by
RTMRG, its Subsidiaries and each other holder of any equity or other ownership
interest in such Person. RTMRG and its Subsidiaries have good and valid title,
free and clear of any Liens, to the Investments.

         (b)    All shares of capital stock or similar equity interests of each
Subsidiary of RTMRG are owned by RTMRG or the applicable Subsidiary of RTMRG
free and clear of all Liens, and all such shares of capital stock have been duly
authorized and validly issued and are fully paid and nonassessable and all other
such similar equity interests have been duly authorized and validly issued and
are fully paid. Except as contemplated hereby, neither RTMRG nor any of its
Subsidiaries has any obligation to sell, transfer or assign or has entered into
a Contract regarding the sale, transfer or assignment of any of its rights,
securities or interests in any Subsidiary of RTMRG or any of the other equity
interests owned by RTMRG or any Subsidiary of RTMRG. There are


                                      -46-
<PAGE>

no preemptive or other outstanding rights, options, warrants, conversion rights,
stock appreciation rights, redemption rights, agreements, arrangements or
commitments to issue or sell any shares of capital stock, membership interests
or other securities of any Subsidiary of RTMRG or any securities or obligations
convertible or exchangeable into or exercisable for, or giving any Person a
right to subscribe for or acquire, any securities of any Subsidiary of RTMRG,
and no securities or obligations evidencing such rights are authorized, issued
or outstanding. There are no voting trusts, proxies or other agreements or
understandings with respect to the voting of the capital stock or membership
interests of any Subsidiary of RTMRG. No Subsidiary of RTMRG has outstanding any
bonds, debentures, notes or other obligations the holders of which have the
right to vote (or convertible into or exercisable for securities having the
right to vote) with the shareholders or members of any Subsidiary of RTMRG on
any matter.

         Section 5.05   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by RTMRG of this Agreement and each of the Ancillary Agreements to
which it is a party do not, and the consummation by RTMRG of the transactions
contemplated hereby and thereby will not, require any consent, approval or other
authorization of, or filing with or notification to, any Governmental Entity,
other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)    the pre-merger notification required under the HSR Act.

         Section 5.06   NON-CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings, the
execution, delivery and performance by RTMRG of this Agreement and each of the
Ancillary Agreements to which it is a party do not, and the consummation by
RTMRG of the transactions contemplated hereby and thereby will not (a)
contravene, conflict with, or result in any violation or breach of, the articles
of incorporation or by-laws (or comparable organizational instruments) of RTMRG
or any of its Subsidiaries, (b) contravene or conflict with, or result in any
violation or breach of, in any material respect, any Laws, Orders or Permits
applicable to RTMRG or any of its Subsidiaries or by which any assets of RTMRG
or any of its Subsidiaries are bound, assuming that all consents, approvals,
authorizations, filings and notifications described in Section 3.05, Section
4.04 and Section 5.05 have been obtained or made, (c) result in any violation or
breach of, or constitute a default (with or without notice or lapse of time or
both) under, (x) any RTMRG Material Contract or (y) any other Contract to which
RTMRG or any of its Subsidiaries is a party or by which any assets of RTMRG or
any of its Subsidiaries are bound, other than in the case of this clause (y) any
such violation, breach or default that would not reasonably be expected to be,
individually or in the aggregate, material to


                                      -47-
<PAGE>

RTMRG and its Subsidiaries, taken as a whole, (d) require any consent, approval
or other authorization of, or filing with or notification to, any Person under
(x) any RTMRG Material Contract or (y) any other Contract to which RTMRG or any
of its Subsidiaries is a party or by which any assets of RTMRG or any of its
Subsidiaries are bound, other than in the case of this clause (y) any such
consent, approval, authorization, filing or notification that, if not obtained
or made, would not reasonably be expected to be, individually or in the
aggregate, material to RTMRG and its Subsidiaries, taken as a whole, (e) give
rise to any termination, cancellation, amendment, modification or acceleration
of any rights or obligations under (x) any RTMRG Material Contract or (y) any
other Contract to which RTMRG or any of its Subsidiaries is a party or by which
any assets of RTMRG or any of its Subsidiaries are bound, other than in the case
of this clause (y) any such termination, cancellation, amendment, modification
or acceleration that would not reasonably be expected to be, individually or in
the aggregate, material to RTMRG and its Subsidiaries, taken as a whole, or (f)
cause the creation or imposition of any Liens (other than Permitted Liens) on
any material assets of RTMRG or any of its Subsidiaries.

         Section 5.07   RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL
CONTROLS; INDEBTEDNESS.

         (a)    Schedule 5.07(a) of the RTMRG Disclosure Letter sets forth the
following combined financial statements of the RTM Parties and their
Subsidiaries (collectively, the "RESTATED COMBINED RTM FINANCIAL STATEMENTS"):
(i) the restated audited combined balance sheets as of May 30, 2004 and May 25,
2003 and statements of income, net capital deficiency and cash flows for the
fiscal years ended May 30, 2004, May 25, 2003 and May 26, 2002, for the RTM
Parties and their Subsidiaries (such statements, together with the footnotes
related thereto, being the "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS")
and (ii) the restated unaudited combined balance sheets as of March 6, 2005 and
May 30, 2004 and statements of income and retained earnings for the 40 weeks
ended March 6, 2005 and February 29, 2004 for the RTM Parties and their
Subsidiaries (such statements being the "RESTATED COMBINED RTM UNAUDITED
FINANCIAL STATEMENTS"). The Restated Combined RTM Financial Statements and (when
delivered) the 2005 RTM Audited Financials (x) have been (or will have been, in
the case of the 2005 RTM Audited Financials) prepared in accordance with GAAP
applied on a consistent basis (except as may be indicated in the notes to the
Restated Combined RTM Financial Statements or 2005 RTM Audited Financials, as
applicable, and except for the absence of footnotes in the case of the Restated
Combined RTM Unaudited Financial Statements); and (y) fairly present, in all
material respects, the combined financial position of the RTM Parties and their
Subsidiaries as of the dates thereof and their combined results of operations
and cash flows for the periods then ended (subject, in the case of the Restated
Combined RTM Unaudited Financial Statements, to normal year-end adjustments).

         (b)    RTMRG and each of its Subsidiaries maintains accurate books and
records reflecting its assets and liabilities and maintains proper and adequate
internal accounting controls which provide assurance that (i) transactions are
executed with management's authorization; (ii) transactions are recorded as
necessary to permit


                                      -48-
<PAGE>

preparation of the consolidated financial statements of RTMRG and its
Subsidiaries and to maintain accountability for the consolidated assets of RTMRG
and its Subsidiaries; (iii) access to the assets of RTMRG and its Subsidiaries
is permitted only in accordance with management's authorization; (iv) the
reporting of the assets of RTMRG and its Subsidiaries is compared with existing
assets at regular intervals; and (v) accounts, notes and other receivables and
inventory are recorded accurately, and proper and adequate procedures are
implemented to effect the collection thereof on a current and timely basis.
RTMRG has heretofore made available to Triarc a true, complete and correct copy
of any disclosure (or, if unwritten, a summary thereof) by any Representative of
RTMRG or its Subsidiaries to RTMRG's independent auditors relating to (x) any
significant deficiencies in the design or operation of internal controls which
could adversely affect the ability of RTMRG or any of its Subsidiaries to
record, process, summarize and report financial data and any material weaknesses
in internal controls and (y) any fraud, whether or not material, that involves
management or other employees who have a significant role in the internal
control over financial reporting of RTMRG or any of its Subsidiaries.

         (c)    Section 5.07(c) of the RTMRG Disclosure Letter sets forth a true
and correct list of (i) all Indebtedness of RTMRG or any of its Subsidiaries
(other than any Indebtedness owed by RTMRG or any of its Subsidiaries to RTMRG
or any of its Subsidiaries) and (ii) all Indebtedness owed by the Mrs. Winners
Obligors to be repaid in connection with the Debt Refinancings (which Section
may be updated by RTMRG prior to the Closing Date to reflect (x) any additions
or deletions thereto after the date hereof in compliance with Section 6.02 and
(y) payments of principal and interest and accrual of interest on such
Indebtedness during the period from the date hereof through the Closing Date).
The aggregate amount of prepayment penalties, premiums, make wholes, breakage
and other costs and expenses payable to the lenders as such of all such
Indebtedness solely on account of the repayment of such Indebtedness in the Debt
Refinancings will not exceed $20 million. Section 5.07(c) of the RTMRG
Disclosure Letter specifically identifies all Indebtedness of RTMRG or any of
its Subsidiaries or included in the Winners Indebtedness Amount that constitutes
RTM Non-Prepayable Debt. All such Indebtedness of the RTM Parties and their
Subsidiaries and the Mrs. Winners Obligors, other than the RTM Non-Prepayable
Debt, is permitted by its terms to be prepaid, or the holder thereof has
consented in writing (which consent is in full force and effect) to being
prepaid, in connection with the Debt Refinancings.

         Section 5.08   ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the
extent relating to the transactions contemplated by this Agreement, since May
30, 2004 (i) RTMRG and its Subsidiaries taken as a whole have in all material
respects conducted their businesses in the ordinary course of business
consistent with past practice and (ii) there has not occurred any event, and
there does not exist any condition or set of circumstances, that has had or
could reasonably be expected to have, individually or in the aggregate, an RTM
Material Adverse Effect.

         Section 5.09   ABSENCE OF UNDISCLOSED LIABILITIES. None of RTMRG or its
Subsidiaries have any material Liabilities, except for (i) Liabilities set forth
in the Restated Combined RTM Financial Statements, (ii) Liabilities which have
arisen after May 30, 2004 in the ordinary course of business consistent with
past practice or in


                                      -49-
<PAGE>

compliance with Section 6.02, (iii) Liabilities set forth in Section 5.09 of the
RTMRG Disclosure Letter and (iv) Liabilities that are (A) the subject of any
other representation or warranty contained in this Article V and are
specifically disclosed pursuant to such representation or warranty or are not
required to be disclosed because such other representation or warranty is
limited or qualified with respect to dollar amount, Knowledge of RTMRG or
materiality or (B) taken into account in the determination of the RTM Estimated
Net Liabilities or RTM Closing Net Liabilities.

         Section 5.10   COMPLIANCE WITH LAWS; PERMITS.

         (a)    Since December 31, 2001, except for matters specifically
addressed by Section 5.15 (last sentence only), Section 5.16 or Section 5.25(b),
(i) RTMRG and its Subsidiaries have conducted their respective businesses in
compliance in all material respects with applicable Law; and (ii) neither RTMRG
nor any of its Subsidiaries has received any notice or other communication
(whether oral or written) from any Governmental Entity or any other Person
regarding any actual, alleged, possible, or potential failure to comply in any
material respect with any applicable Laws.

         (b)    RTMRG and its Subsidiaries hold all material Permits issued or
provided by Governmental Entities under all Laws, which are necessary for them
to own their assets or operate their businesses as currently conducted (the
"RTMRG PERMITS"). There have been no material misstatements or omissions in
connection with any RTMRG Permit that, individually or in the aggregate, would
be reasonably likely to result in the revocation, nonrenewal, suspension or
adverse modification of such RTMRG Permit except for such revocations,
non-renewals, suspensions or adverse modifications that have not been and would
not reasonably be expected to be, individually or in the aggregate, material to
RTMRG and its Subsidiaries, taken as a whole. There is not pending, nor to the
Knowledge of RTMRG, threatened, against RTMRG or any of its Subsidiaries, any
application, action, petition, objection or other pleading, or any proceeding,
with any Governmental Entity which questions or contests the validity of, or any
rights of the holder under, or nonrenewal or suspension of any RTMRG Permit.

         Section 5.11   LEGAL ACTIONS. Section 5.11 of the RTMRG Disclosure
Letter sets forth a true and complete list of all Legal Actions pending or, to
the Knowledge of RTMRG, threatened against (a) RTMRG or any of its Subsidiaries
or (b) any director, officer or employee of RTMRG or any of its Subsidiaries or
other Person for whom RTMRG or any of its Subsidiaries may be liable, other than
in the case of clause (a) or (b) any such Legal Actions commenced or, to the
Knowledge of RTMRG, threatened after the date of this Agreement and prior to the
Closing Date that have not resulted in and would not reasonably be expected to
result in, individually or in the aggregate, (x) Losses to RTMRG and its
Subsidiaries in excess of $1 million or (y) RTMRG or any of its Subsidiaries
being bound by any material restriction (other than customary confidentiality
restrictions). Neither RTMRG nor any of its Subsidiaries is subject to or bound
by any outstanding Order that is material to RTMRG and its Subsidiaries taken as
a whole.


                                      -50-
<PAGE>

         Section 5.12   CONTRACTS.

         (a)    Section 5.12(a) of the RTMRG Disclosure Letter lists the
following Contracts to which RTMRG or any of its Subsidiaries is a party and
which are outstanding (which Section may be updated by RTMRG prior to the
Closing Date to reflect any additions or deletions thereto after the date hereof
in compliance with Section 6.02) (collectively, the "RTMRG MATERIAL CONTRACTS"):

                (i)     any Contract expressly requiring capital expenditures
involving consideration in excess of $50,000 in any twelve month period;

                (ii)    any Contract which restricts or limits, in any material
respect, the ability of RTMRG or any of its Subsidiaries to freely engage in any
aspect of the quick service restaurant business whether as franchisor or
owner/operator, or to employ any individuals (other than any confidentiality
agreement entered into in connection with a potential acquisition containing any
such restriction or limitation to employ any individuals);

                (iii)   any collective bargaining agreement;

                (iv)    any Contract which involved payments from RTMRG or any
of its Subsidiaries of more than $250,000 to any Person supplying food or paper
products or distribution services to any of the RTM Parties or any of their
Subsidiaries during the twelve-month period ended May 30, 2004;

                (v)     any Contract which involved payments from RTMRG or any
of its Subsidiaries of more than $100,000 to any Person supplying advertising
services or marketing services or materials to any of the RTM Parties or any of
their Subsidiaries during the twelve-month period ended May 30, 2004;

                (vi)    any Contract which involved payments to RTMRG or any
of its Subsidiaries of more than $100,000 from any Person supplying beverage
products to any of the RTM Parties or any of their Subsidiaries during the
twelve-month period ended May 30, 2004;

                (vii)   any Contract relating to the management or control of
any Person in which RTMRG or any of its Subsidiaries owns any equity securities
other than direct and indirect wholly owned Subsidiaries of RTMRG;

                (viii)  any Contract relating to the employment of any employee,
and any Contract pursuant to which RTMRG or any of its Subsidiaries is or may
become obligated to make any severance, termination, bonus or relocation payment
or any other payment (other than payments in respect of salary) in excess of
$125,000, to any current or former employee, officer or director;

                (ix)    any Contract which provides for indemnification by
RTMRG or any of its Subsidiaries of (A) any officer, director or employee of any
of the RTM Parties or any of their Subsidiaries or (B) any agent of the RTM
Parties or any of


                                      -51-
<PAGE>

their Subsidiaries or any other Person that, in the case of this clause (B), has
resulted in or would reasonably be expected to result in, individually or in the
aggregate, material Liabilities to RTMRG or any of its Subsidiaries;

                (x)     any Contract relating to any Indebtedness, guarantying
the performance of any Person or guarantying any Indebtedness;

                (xi)    any Contract involving a purchase price of $50,000 or
more under which the closing of the transactions contemplated thereby has not
occurred or under which there remains outstanding obligations and which relates
to the acquisition by RTMRG or any of its Subsidiaries of any operating business
or the capital stock or other equity securities of any other Person, or the sale
by RTMRG or any of its Subsidiaries of any operating business or the capital
stock or other equity securities of any former Subsidiary of RTMRG;

                (xii)   any partnership or joint venture agreement or other
Contract involving a sharing of profits, losses, costs or Liabilities with any
other Person;

                (xiii)  any Contract under which RTMRG or any of its
Subsidiaries uses or occupies or has the right to use or occupy any real
property (collectively, the "RTMRG REAL PROPERTY LEASES") (and Section
5.12(a)(xiii) of the RTMRG Disclosure Letter sets forth a true and complete
summary of the following terms of each such RTMRG Real Property Lease: (1) the
lessee; (2) the unit number; (3) the monthly rental rate; (4) the monthly
operating expenses payable to the landlord; (5) the monthly rental taxes; (6)
the commencement date and the termination date; (7) any assignment or change in
control provisions; and (8) any guaranty by a Person other than an RTM Party or
their Subsidiaries);

                (xiv)   any Contract under which RTMRG or any of its
Subsidiaries grants to any Person or Persons the right of use or occupancy to
any portion of any parcel of RTMRG Real Property (collectively, the "RTMRG
LEASES") (and Section 5.12(a)(xiv) of the RTMRG Disclosure Letter sets forth a
true and complete summary of the following terms of each such RTMRG Lease: (1)
the sublessee; (2) the unit number; (3) the monthly rental rate; (4) the monthly
operating expenses payable to the sublessor; (5) the monthly rental taxes; (6)
the commencement date and the termination date; and (7) any guaranty by an RTM
Party or their Subsidiaries);

                (xv)    any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the acquisition or sale by
RTMRG or any of its Subsidiaries of one or more parcels of real property, the
aggregate purchase price of which exceeds $50,000;

                (xvi)   any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the construction by RTMRG or
any of its Subsidiaries of one or more new Restaurants, the estimated costs
under which exceeds $50,000 in the aggregate;


                                      -52-
<PAGE>

                (xvii)  any Contract entered into out of the ordinary course of
business, including any Contract entered into in connection with any settlement
of any claim, action, suit, demand, proceeding, investigation or dispute,
involving payments by RTMRG and/or its Subsidiaries in excess of $50,000 or any
unfulfilled or pending non-payment obligations of RTMRG or any of its
Subsidiaries; and

                (xviii) any Contract or pledge pursuant to which RTMRG or any of
its Subsidiaries has committed or undertaken to make any charitable contribution
with an unfulfilled amount in excess of $50,000 individually or $250,000 in the
aggregate.

         (b)    Each RTMRG Material Contract is valid, binding, in full force
and effect and enforceable in accordance with its terms against RTMRG or the
applicable Subsidiary of RTMRG and, to the Knowledge of RTMRG, against any other
party thereto. RTMRG or the applicable Subsidiary of RTMRG and, to the Knowledge
of RTMRG, each other party thereto, is not in material breach or material
default under any RTMRG Material Contract and to the Knowledge of RTMRG, no
event has occurred or condition or set of circumstances exists which, with or
without notice or lapse of time or both, would constitute a material breach or
material default, or permit termination, modification or acceleration, under any
RTMRG Material Contract by any party thereto.

         Section 5.13   TAX MATTERS.

         (a)    All income Tax Returns and all other material Tax Returns
required to be filed by or with respect to RTMRG and its Subsidiaries have been
properly prepared and timely filed (including all applicable extensions), and
all such Tax Returns (including information provided therewith or with respect
thereto) are true, complete and correct in all material respects.

         (b)    RTMRG and its Subsidiaries have fully and timely paid all
income Taxes and all other material Taxes owed by such companies (whether or not
shown on any Tax Return), and have made adequate provision for any such Taxes
that are not yet due and payable, for all taxable periods, or portions thereof,
ending on or before the date hereof.

         (c)    There are no outstanding agreements extending or waiving the
statutory period of limitations applicable to any claim for, or the period for
the collection or assessment or reassessment of, Taxes due from RTMRG or any of
its Subsidiaries for any taxable period and no written request for any such
waiver or extension is currently pending.

         (d)    No audit or other proceeding by any Governmental Entity is
pending, no Governmental Entity has given written notice of any intention to
commence an audit or other proceeding, or assert any deficiency or claim for
additional Taxes against RTMRG or any of its Subsidiaries, and no claim in
writing has been made by any Governmental Entity in a jurisdiction where RTMRG
and its Subsidiaries do not file Tax Returns with respect to a particular Tax
that it is or may be subject to taxation by that jurisdiction with respect to
such Tax, and all deficiencies for Taxes asserted or assessed


                                      -53-
<PAGE>

in writing against RTMRG or any of its Subsidiaries have been fully and timely
paid, settled or properly reflected in the Restated Combined RTM Financial
Statements.

         (e)    There are no Liens for Taxes upon the assets or properties of
RTMRG or any of its Subsidiaries, except for statutory Liens for current Taxes
not yet due.

         (f)    Neither RTMRG nor any of its Subsidiaries is a party to any Tax
Sharing Agreement, or has any Liability for Taxes of any Person (other than
members of the affiliated group, within the meaning of Section 1504(a) of the
Code, filing consolidated federal income tax returns of which RTMRG is the
common parent or members of any affiliated group filing combined or consolidated
Tax Returns for state, local or foreign Law purposes of which any of RTMRG or
its Subsidiaries is the common parent) under Treasury Regulation ss. 1.1502-6,
Treasury Regulation ss. 1.1502-78 or similar provision of state, local or
foreign Law, as a transferee or successor, by Contract, or otherwise.

         (g)    RTMRG and its Subsidiaries have each withheld (or will withhold)
from their respective employees, independent contractors, creditors,
stockholders and third parties and timely paid to the appropriate Governmental
Entity proper and accurate amounts in all material respects for all periods
ending on or before the Closing Date in compliance with all Tax withholding and
remitting provisions of applicable Laws and have each complied in all material
respects with all Tax information reporting provisions of all applicable Laws.

         (h)    Neither RTMRG nor any of its Subsidiaries has constituted a
"distributing corporation" or a "controlled corporation" (within the meaning of
Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for
tax-free treatment under Section 355 of the Code (i) in the two years prior to
the date of this Agreement or (ii) in a distribution that could otherwise
constitute part of a "plan" or "series of related transactions" (within the
meaning of Section 355(e) of the Code) in conjunction with this acquisition.

         (i)    Neither RTMRG nor any of its Subsidiaries has agreed, or is
required to make, any adjustment under Section 481(a) of the Code, and no
Governmental Entity has proposed in writing any such adjustment or change in
accounting method.

         (j)    Neither RTMRG nor any of its Subsidiaries has executed or
entered into a closing agreement pursuant to Section 7121 of the Code or any
similar provision of state, local or foreign Law, and neither RTMRG nor any of
its Subsidiaries is subject to any private letter ruling of the IRS or
comparable ruling of any other Governmental Entity.

         (k)    Neither RTMRG nor any of its Subsidiaries has any "deferred
gains" with respect to any "deferred intercompany transactions," within the
meaning of


                                      -54-
<PAGE>

Treasury Regulation ss. 1.1502-13 and none of RTMRG's Subsidiaries has an
"excess loss account" within the meaning of Treasury Regulation ss. 1.1502-19.

         (l)    No property owned by any of RTMRG or its Subsidiaries: (i) is
property required to be treated as being owned by another Person pursuant to the
provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
and in effect immediately prior to the enactment of the Tax Reform Act of 1986,
(ii) constitutes "tax-exempt use property" within the meaning of Section
168(h)(1) of the Code or (iii) is "tax-exempt bond financed property" within the
meaning of Section 168(g)(5) of the Code.

         (m)    The adjusted tax basis of each note, receivable or other
obligation among RTMRG, its Subsidiaries, its direct or indirect shareholders
and its Affiliates equals the principal amount of such note, receivable or
obligation (including any accrued but unpaid interest).

         (n)    Assuming the consummation of the transactions described in
Section 8.11, there will be no "excess loss account" (within the meaning of
Treasury Regulation ss. 1.1502-19) with respect to the capital stock of any
Subsidiaries of RTMRG.

         (o)    Section 5.13(o) of the RTMRG Disclosure Letter sets forth the
outstanding third-party indebtedness for each ELA Subsidiary, the amount of such
indebtedness which could be prepaid on the Closing Date without penalty, and the
amount of such indebtedness which could be prepaid on the Closing Date with
penalty (and the amount of such penalty).

         Section 5.14   EMPLOYEE BENEFITS.

         (a)    Except for severance agreements under which the remaining
aggregate payments to the applicable former employee are less than $125,000,
RTMRG does not maintain or contribute to or have any obligation to maintain or
contribute to, or have any direct or indirect Liability with respect to any
plan, program, arrangement or agreement that is a pension, profit-sharing,
savings, retirement, employment, consulting, severance pay, termination,
executive compensation, incentive compensation, deferred compensation, bonus,
stock purchase, stock option, phantom stock or other equity-based compensation,
change-in-control, retention, salary continuation, vacation, sick leave,
disability, death benefit, group insurance, hospitalization, medical, dental,
life (including all individual life insurance policies as to which RTMRG is the
owner, the beneficiary, or both), Code Section 125 "cafeteria" or "flexible"
benefit, employee loan, educational assistance, fringe benefit plan, whether
written or oral, including, without limitation, any (i) "employee benefit plan"
within the meaning of Section 3(3) of ERISA or (ii) other employee benefit
plans, agreements, programs, policies, arrangements or payroll practices,
whether or not subject to ERISA (including any funding mechanism therefor now in
effect or required in the future as a result of the transaction contemplated by
this Agreement or otherwise) under which any current or former employee,
director, officer, leased employee or agent (or their beneficiaries) of RTMRG
has any present or future right to benefits (each such plan, program,
arrangement or agreement set forth in such


                                      -55-
<PAGE>

Section being individually, an "RTMRG EMPLOYEE PLAN," and collectively, the
"RTMRG EMPLOYEE PLANS"). All references to "RTMRG" in this Section 5.14 shall
refer to RTMRG and any employer that would be considered a single employer with
RTMRG under Sections 414(b), (c), (m) or (o) of the Code.

         (b)    RTMRG does not maintain, contribute to or have any Liability
with respect to, and has not within the preceding six years maintained,
contributed to or had any Liability with respect to, any RTMRG Employee Plan
that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the
Code, (ii) maintained by more than one employer within the meaning of Section
413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a
"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA, (v) a
"multiple employer welfare arrangement" as defined in Section 3(40) of ERISA,
(vi) maintained outside the jurisdiction of the United States, or (vii) an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA and
that is not intended to be qualified under Section 401(a) of the Code.

         (c)    (i)     Each RTMRG Employee Plan has been established and
administered in all material respects in accordance with its terms and in
compliance with the applicable provisions of ERISA, the Code and all other
applicable Laws; (ii) with respect to each RTMRG Employee Plan, all reports,
returns, notices and other documentation that are required to have been filed
with or furnished to the IRS, the DOL or any other Governmental Entity, or to
the participants or beneficiaries of such RTMRG Employee Plan have been filed or
furnished on a timely basis; (iii) each RTMRG Employee Plan that is intended to
be qualified within the meaning of Section 401(a) of the Code is so qualified
and has received a favorable determination letter from the IRS to the effect
that the RTMRG Employee Plan satisfies the requirements of Section 401(a) of the
Code and that its related trust is exempt from taxation under Section 501(a) of
the Code and, to the Knowledge of RTMRG, there are no facts or circumstances
that could reasonably be expected to cause the loss of such qualification or the
imposition of any material Liability, penalty or Tax under ERISA, the Code or
any other applicable Laws; (iv) other than routine claims for benefits, no Liens
or Legal Actions to or by any Person or Governmental Entity have been filed
against any RTMRG Employee Plan or RTMRG with respect to any RTMRG Employee Plan
or, to the Knowledge of RTMRG, against any other Person and, to the Knowledge of
RTMRG, no such Liens or Legal Actions are contemplated or threatened with
respect to any RTMRG Employee Plan; (v) no individual who has performed services
for RTMRG has been improperly excluded from participation in any RTMRG Employee
Plan; and (vi) there are no audits or proceedings initiated pursuant to the
Employee Plans Compliance Resolution System or similar proceedings pending with
the IRS or the DOL with respect to any RTMRG Employee Plan.

         (d)    Neither RTMRG nor, to the Knowledge of RTMRG, any other "party
in interest" or "disqualified person" with respect to any RTMRG Employee Plan
has engaged in a non-exempt "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code involving such RTMRG Employee
Plan. To the Knowledge of RTMRG, no fiduciary has any Liability for breach of
fiduciary duty or any other failure to act or comply with the requirements of
ERISA, the Code or any other


                                      -56-
<PAGE>

applicable Laws in connection with the administration or investment of the
assets of any RTMRG Employee Plan.

         (e)    All Liabilities or expenses of RTMRG in respect of any RTMRG
Employee Plan (including workers compensation) which have not been paid, have
been properly accrued on the Restated Combined RTM Unaudited Financial
Statements in compliance with GAAP. All contributions (including all employer
contributions and employee salary reduction contributions) or premium payments
required to have been made under the terms of any RTMRG Employee Plan, or in
accordance with applicable Law, as of the date hereof have been timely made or
reflected on the Restated Combined RTM Unaudited Financial Statements in
accordance with GAAP.

         (f)    Neither RTMRG nor any organization to which RTMRG is a successor
or parent corporation, within the meaning of Section 4069(b) of ERISA, has
engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

         (g)    RTMRG has no obligation to provide or make available
post-employment welfare benefits or welfare benefit coverage for any employee or
former employee, except as may be required under COBRA, and at the sole expense
of the employee or former employee.

         (h)    Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (either alone or in
combination with another event) (i) result in any payment becoming due, or
increase the amount of any compensation due, to any current or former employee
of RTMRG; (ii) increase any benefits otherwise payable under any RTMRG Employee
Plan; (iii) result in the acceleration of the time of payment or vesting of any
such compensation or benefits; or (iv) result in the payment of any amount that
could, individually or in combination with any other such payment, constitute an
"excess parachute payment," as defined in Section 280G(b)(1) of the Code.

         (i)    RTMRG has no plan, Contract or commitment, whether legally
binding or not, to create any additional employee benefit or compensation plans,
policies or arrangements or, except as may be required by Law, to modify any
RTMRG Employee Plan.

         (j)    There are no reserves, assets, surpluses or prepaid premiums
with respect to any "welfare plan" (as defined in Section 3(1) of ERISA) that is
disclosed in Section 5.14(a) of the RTMRG Disclosure Letter.

         (k)    RTMRG has not incurred any Liability or obligation under WARN
or any similar state or local Law within the last six months which remains
unsatisfied.

         (l)    RTMRG has no direct or indirect material Liability with
respect to any misclassification of any Person as an independent contractor
rather than as an employee, or with respect to any employee leased from another
employer.


                                      -57-
<PAGE>

         (m)    RTMRG has made available to Triarc with respect to each RTMRG
Employee Plan (other than severance agreements under which the aggregate
remaining payments to the applicable former employee are less than $125,000), a
true, correct and complete copy (or, to the extent no such copy exists, an
accurate description) thereof and, to the extent applicable: (i) the most recent
documents constituting the RTMRG Employee Plan and all amendments thereto, (ii)
any related trust agreement or other funding instrument; (iii) the most recent
IRS determination letter; (iv) the most recent summary plan description and
summary of material modifications; (v) the three most recent (A) Forms 5500 and
attached schedules, and (B) audited financial statements; (vi) for the last
three years, all correspondence with the IRS, the DOL and any other Governmental
Entity regarding the operation or the administration of any RTMRG Employee Plan;
and (vii) any other documents in respect of an RTMRG Employee Plan reasonably
requested by Triarc.

         Section 5.15   LABOR MATTERS. Neither RTMRG nor any of its Subsidiaries
is the subject of, nor, to the Knowledge of RTMRG, is there threatened, any
material claim asserting that RTMRG or any of its Subsidiaries has committed an
unfair labor practice with respect to RTMRG Employees located in the United
States, nor is there pending or, to the Knowledge of RTMRG, threatened, nor has
there been since December 31, 2001, any organized effort or demand for
recognition by any labor organization or any labor dispute or slow-down that is
material to the operations of RTMRG and its Subsidiaries, taken as a whole.
There is not pending, nor, to the Knowledge of RTMRG, is there threatened any
material labor strike, walk-out, work stoppage or lockout with respect to RTMRG
Employees. RTMRG and each of its Subsidiaries is, and since December 31, 2001
has been, in compliance in all material respects with all applicable foreign,
federal, state and local Laws respecting employment, employment of minors,
employment practices, terms and conditions of employment, withholding and wages
and hours. Neither RTMRG nor any of its Subsidiaries has any employees who spend
more than 25% of their work week for matters related to any RTM Related Entity.

         Section 5.16   ENVIRONMENTAL MATTERS. (i) Neither RTMRG nor any of its
Subsidiaries is, or since December 31, 2001 has been, in violation in any
material respect of any applicable Environmental Law; (ii) since December 31,
2001, neither RTMRG nor any of its Subsidiaries has received any written notice,
demand, claim or request for information from any Governmental Entity alleging
the violation in any material respect of or any material Liability under any
applicable Environmental Law; (iii) neither RTMRG nor any of its Subsidiaries is
the subject of any Order arising under any Environmental Law; and (iv) to the
Knowledge of RTMRG, there are no events, conditions or circumstances reasonably
likely to result in any material Liability to RTMRG or any of its Subsidiaries
under Environmental Laws.

         Section 5.17   INTELLECTUAL PROPERTY.

         (a)    RTMRG and/or each of its Subsidiaries owns, is licensed under,
or otherwise possesses legally enforceable rights to use all patents, trade
secrets, inventions, trademarks, trade names, service marks, trade dress rights,
Internet domain names,


                                      -58-
<PAGE>

copyrights, and any applications and registrations therefor, technology,
know-how, computer software programs or applications, and tangible or intangible
proprietary information or materials that are used in and material to the
business of RTMRG and its Subsidiaries as currently conducted; PROVIDED, that no
representation or warranty is being made under this Agreement with respect to
the compliance by ARG or its applicable Subsidiary with any Contracts pursuant
to which ARG or its applicable Subsidiary licenses the RTMRG Third-Party
Intellectual Property Rights to RTMRG and its Subsidiaries or the sufficiency of
any such Contract to grant valid rights to such RTMRG Third-Party Intellectual
Property Rights. Section 5.17(a) of the RTMRG Disclosure Letter sets forth all
material United States patents, patent applications, trademark, service mark and
copyright applications and registrations, and Internet domain name registrations
owned by RTMRG and its Subsidiaries.

         (b)    Neither RTMRG nor any of its Subsidiaries is, nor will it be as
a result of the execution and delivery by RTMRG of this Agreement or the
performance by RTMRG of its obligations hereunder, in violation in any material
respect of any material licenses, sublicenses or other agreements as to which
RTMRG or any of its Subsidiaries is a party and pursuant to which RTMRG or any
of its Subsidiaries is authorized to use any third-party patents, inventions,
trademarks, trade names, service marks, trade dress rights, Internet domain
names, copyrights, trade secrets or other intellectual property rights
(collectively, "RTMRG THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS").

         (c)    No claims with respect to (i) the right of RTMRG or any of its
Subsidiaries to use or to sell, license or make available to any Person any
products or services of RTMRG or any of its Subsidiaries, or any of the patents,
patent applications, registered and material unregistered trademarks, trade
names, service marks, registered copyrights, and any applications therefor or
trade secrets owned by RTMRG or any of its Subsidiaries (collectively, the
"RTMRG INTELLECTUAL PROPERTY RIGHTS"); or (ii) RTMRG Third-Party Intellectual
Property Rights are, to the Knowledge of RTMRG, currently pending or threatened
by any Person against RTMRG or its Subsidiaries, that if adversely determined
could be material to RTMRG and its Subsidiaries taken as a whole; PROVIDED, that
no representation or warranty is being made with respect to claims made against
ARG or any of its Subsidiaries of which RTMRG does not have Knowledge.

         (d)    RTMRG and its Subsidiaries have taken all necessary actions to
maintain and protect the RTMRG Intellectual Property Rights.

         Section 5.18   REAL PROPERTY. Section 5.18 of the RTMRG Disclosure
Letter sets forth a true, correct and complete schedule of all real property
owned by, or leased, subleased or licensed to, RTMRG or any of its Subsidiaries
(which Section may be updated by RTMRG prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof in compliance with Section
6.02) (collectively, the "RTMRG REAL PROPERTY"). With respect to each such
parcel of RTMRG Real Property:

         (a)    RTMRG or the relevant Subsidiary thereof has good and marketable
title to the RTMRG Real Property owned by it and a valid leasehold interest


                                      -59-
<PAGE>

in the RTMRG Real Property leased to it, as the case may be, free and clear of
any Liens, except for Permitted Liens;

         (b)    except for RTMRG Leases, there are no leases, subleases,
licenses, concessions, or other agreements entered into by RTMRG or any of its
Subsidiaries granting to any Person or Persons the right of use or occupancy to
any portion of the parcel of any of such RTMRG Real Property;

         (c)    [intentionally omitted];

         (d)    all of the real property used by RTMRG and its Subsidiaries in
the conduct of its business is included in the RTMRG Real Property, and is
sufficient to operate the Arby's quick service restaurant business as currently
conducted;

         (e)    except for the RTMRG Restaurants (which are addressed in Section
5.25), RTMRG and its Subsidiaries have not received notice and, to the Knowledge
of RTMRG, there are no pending, threatened or contemplated condemnation
proceeding or proceedings affecting any of the RTMRG Real Property or any part
thereof or of any sale or other disposition of the RTMRG Real Property or any
part thereof in lieu of condemnation, in each case that, individually or in the
aggregate, is, or is reasonably likely to be, material to RTMRG and its
Subsidiaries, taken as a whole; and

         (f)    no portion of any material RTMRG Real Property has suffered
any material damage by fire or other casualty which is uninsured or has not
heretofore been completely repaired and restored in full.

         Section 5.19   PERSONAL PROPERTY. RTMRG and its Subsidiaries have
good and marketable title to, or a valid and enforceable leasehold interest in,
all material tangible personal property or assets owned, used or held for use by
them. Neither RTMRG nor any of its Subsidiaries' ownership of or leasehold
interest in any such personal property or assets is subject to any Liens, except
for Permitted Liens. Except for normal wear and tear and except to the extent
addressed in Section 5.25(a), the machinery, equipment, fixtures and
improvements of RTMRG and its Subsidiaries necessary for and material to the
continued conduct of their respective businesses are in good operating condition
and in a state of reasonable maintenance and repair.

         Section 5.20   SUFFICIENCY OF ASSETS. The RTM Parties and their
Subsidiaries taken as a whole have, and upon completion of the RTM Transactions,
Triarc shall have, directly or indirectly, ownership of or rights in all of the
assets necessary to conduct the Arby's restaurant business of the RTM Parties
and their Subsidiaries in all material respects as currently conducted.

         Section 5.21   INSURANCE. RTMRG and its Subsidiaries maintain (or have
maintained on their behalf), and have maintained (or have maintained on their
behalf) without interruption, policies or binders of insurance covering risks
and events and in amounts adequate for their respective businesses and
operations and customary in the industry in which they operate. There are no
material claims by RTMRG or any


                                      -60-
<PAGE>

Subsidiary pending under any of such policies or bonds in excess of $100,000 as
to which coverage has been questioned, denied or disputed by the underwriters of
such policies or bonds or in respect of which such underwriters have reserved
their rights.

         Section 5.22   INVENTORY. The Inventory of RTMRG and its Subsidiaries
consists of items which are in all material respects of a quality and quantity
usable and salable in the ordinary course of business consistent with past
practice.

         Section 5.23   ACCOUNTS RECEIVABLE. All Accounts Receivable of RTMRG
or any of its Subsidiaries that are reflected on the Restated Combined RTM
Financial Statements or on the accounting records of RTMRG and its Subsidiaries
as of the Closing Date represent or will represent valid obligations arising
from sales actually made or services actually performed by RTMRG or its
Subsidiaries in the ordinary course of business. There is no contest, claim,
defense or right of setoff, other than returns in the ordinary course of
business of RTMRG or its Subsidiaries, under any Contract with any account
debtor of a material Account Receivable relating to a material portion or
validity of such Account Receivable, other than any of the foregoing asserted
after the date hereof and where the result, individually or in the aggregate, is
not and would not reasonably be expected to be material to RTMRG and its
Subsidiaries, taken as a whole.

         Section 5.24   SUPPLIERS. No supplier or distributor that is identified
with an asterisk on Section 5.12(a) of the RTMRG Disclosure Letter has reduced
or otherwise discontinued or adversely modified the terms on which such products
or services are supplied, or threatened to reduce or discontinue or adversely
modify the terms in connection with supplying such items to RTMRG or its
Subsidiaries, in a manner that is or would be material to RTMRG and its
Subsidiaries, taken as a whole.

         Section 5.25   RTMRG RESTAURANTS.

         (a)    Section 5.25(a) of the RTMRG Disclosure Letter sets forth a
true and complete list of the Restaurants owned or operated by RTMRG or any of
its Subsidiaries (which Section may be updated by RTMRG prior to the Closing
Date to reflect any additions or deletions thereto after the date hereof in
compliance with Section 6.02) (the "RTMRG RESTAURANTS"). The stores, equipment,
machinery, fixtures and improvements owned by RTMRG and its Subsidiaries or
otherwise used by RTMRG and its Subsidiaries in connection with the operation of
the RTMRG Restaurants are (as to physical plant and structure) structurally
sound, in good operating condition and repair, except for ordinary wear and
tear, and are adequate for the uses to which they are being put.

         (b)    To the Knowledge of RTMRG, neither RTMRG nor any of its
Subsidiaries have received written notice that any of the buildings and
structures or any appurtenances thereto or equipment therein or the operation or
maintenance thereof related to the RTMRG Restaurants violates in any material
respect any restrictive covenants, any insurance requirements or any applicable
federal, state or local Law, ordinance or zoning regulation. To the Knowledge of
RTMRG, none of the property nor


                                      -61-
<PAGE>

any buildings, structures or improvements thereon related to the RTMRG
Restaurants violate in any material respect any building, fire, environmental or
other Laws.

         (c)    No Governmental Entity has issued or threatened, in writing, to
issue any written notice or order that materially affects the use of the
property of an RTMRG Restaurant as presently utilized and neither RTMRG nor any
of its Subsidiaries has received written notice from any other third party of
any adverse claim that would materially adversely affect the current operations
of the RTMRG Restaurants. There are no condemnation or eminent domain
proceedings pending or, to the Knowledge of RTMRG, threatened, against the
property where any such RTMRG Restaurant is located, and neither RTMRG nor any
of its Subsidiaries has received written notice of the intent of any
Governmental Entity to take or use the property or any part thereof.

         Section 5.26   TRANSACTIONS WITH AFFILIATES. Except for existing
employment agreements with RTMRG or any of its Subsidiaries or existing RTMRG
Employee Plans or existing Contracts entered into between RTMRG and its
Subsidiaries, neither RTMRG nor any of its Subsidiaries is a party to any
Contract with any Affiliate of RTMRG or any of its Subsidiaries (other than any
other RTM Party or any of their Subsidiaries, except in the case of RTMMC to the
extent that such Contract is an Excluded Asset (as defined in the RTMMC Purchase
Agreement)), any director, officer, shareholder or employee of RTMRG or any of
its Subsidiaries or, to the Knowledge of RTMRG, any Affiliates or Immediate
Family Members of any director, officer, shareholder or employee of RTMRG or any
of its Subsidiaries. Section 5.26 of the RTMRG Disclosure Letter also sets forth
a true and complete list of all outstanding loans or extensions of credit (other
than travel advances made in the ordinary course of business to directors,
officers or employees) that RTMRG or any of its Subsidiaries has made directly
or indirectly to any director, officer, shareholder or employee of RTMRG or any
of its Subsidiaries or any of their respective Affiliates or Immediate Family
Members, providing with respect to each such loan or extension of credit the
outstanding principal amount, the interest rate and final maturity date (which
Section may be updated by RTMRG prior to the Closing Date to reflect (x) any
additions or deletions thereto after the date hereof in compliance with Section
6.02 and (y) payments of principal and interest and accrual of interest on such
Indebtedness during the period from the date hereof through the Closing Date).
Each Contract and loan or extension of credit set forth or required to be set
forth in Section 5.26 of the RTMRG Disclosure Letter is hereinafter referred to
as a "RTMRG RELATED PARTY ARRANGEMENT". Each of the promissory notes evidencing
the RTMRG Shareholders Obligations Amount, other than any such promissory notes
owed by any of the RTMRG Shareholders listed in Section 9.02(i) of the RTMRG
Disclosure Letter, provides that the aggregate principal amount and accrued
interest thereon shall become due and payable by its terms upon consummation of
the RTM Transactions.

         Section 5.27   BROKERS AND FINDERS. No broker, finder or investment
banker other than TM Capital is entitled to any brokerage, finder's or other fee
or commission in connection with the RTM Transactions or the other transactions
contemplated by this Agreement or the Ancillary Agreements based upon
arrangements


                                      -62-
<PAGE>

made by or on behalf of RTMRG or any of its Subsidiaries. RTMRG has made
available to Triarc a correct and complete copy of all agreements between RTMRG
and TM Capital under which TM Capital would be entitled to any payment relating
to the RTM Transactions or such other transactions, which agreements shall not
be amended or otherwise modified after the date hereof without the prior written
consent of Triarc.


                                   ARTICLE VI

                          INTERIM OPERATIONS COVENANTS

         Section 6.01   CONDUCT OF BUSINESS OF TRIARC AND ITS SUBSIDIARIES.
During the period from the date hereof until the Closing, except as required by
Law or a Governmental Entity or as otherwise contemplated by this Agreement or
the Ancillary Agreements or taken in connection with complying with the terms of
this Agreement or the Ancillary Agreements or as set forth in Section 6.01 of
the Triarc Disclosure Letter, Triarc shall not take any of the following
actions, without the prior written consent of the RTM Representatives (not to be
unreasonably withheld, conditioned or delayed):

         (a)    ORGANIZATION DOCUMENTS. Amend its certificate of incorporation
or bylaws or similar organizational instruments in a manner that materially
adversely affects the RTMRG Shareholders who will receive shares of Triarc Class
B-1 Common Stock (if the Triarc B-1 Election shall have been made) or Triarc
Class B-2 Common Stock (if the Triarc B-2 Election shall have been made) upon
consummation of the First Merger in a manner different from the other holders of
Triarc Common Stock (other than those that affect the holders of the Triarc
Class B-1 Common Stock and the Triarc Class B-2 Common Stock similarly);

         (b)    DIVIDENDS. Make, declare or pay any dividend or distribution on
(i) any shares of Triarc Class A Common Stock or Triarc Class B-1 Common Stock,
other than dividends or distributions in amounts that do not result in an
anti-dilution adjustment under the Triarc Convertible Notes, or (ii) any shares
of the capital stock or similar equity interests of ARG and its Subsidiaries
other than dividends or distributions to ARG or another Subsidiary of ARG;
PROVIDED, that the foregoing clause (ii) shall not prohibit or restrict in any
manner (w) any payments under any Tax Sharing Agreement or corporate services
agreement or arrangement with Triarc or any of its Subsidiaries, (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 Net Liabilities of ARG and its
Subsidiaries being more than the ARG Benchmark as of the Closing Date, (y) any
payments under or contemplated by this Agreement and (z) any direct or indirect
payments to Triarc the proceeds of which are used to pay accrued interest on the
Triarc Convertible Notes; or

         (c)    RELATED ACTIONS. Authorize, commit or agree to do any of the
foregoing.


                                      -63-
<PAGE>

         Section 6.02   CONDUCT OF BUSINESS OF RTMRG AND ITS SUBSIDIARIES.
During the period from the date hereof until the Closing, except as required by
Law or a Governmental Entity or as otherwise contemplated by this Agreement or
the Ancillary Agreements or taken in connection with complying with the terms of
this Agreement or the Ancillary Agreements, RTMRG shall, and shall cause each of
its Subsidiaries to, (x) conduct its operations only in the ordinary course of
business consistent with past practice and with no less diligence and effort
than would be applied in the absence of this Agreement and (y) use its
commercially reasonable efforts to maintain and preserve intact its business
organization, to retain the services of its current officers and key employees,
and to preserve the good will of its customers, suppliers and other Persons with
whom it has business relationships. Without limiting the generality of the
foregoing, and except as otherwise contemplated by this Agreement or the
Ancillary Agreements or as set forth in Section 6.02 of the RTMRG Disclosure
Letter, (i) RTMRG shall not, and shall not permit any of its Subsidiaries to,
take any of the following actions, without the prior written consent of Triarc
(not to be unreasonably withheld, conditioned or delayed), and (ii) with respect
to Section 6.02(p), RTMRG shall, and shall cause its Subsidiaries to, take the
actions set forth in Section 6.02(p):

         (a)    ORGANIZATION DOCUMENTS. Amend its certificate of incorporation
or bylaws or similar organizational instruments;

         (b)    DIVIDENDS. Make, declare or pay any dividend or distribution on
any shares of its capital stock or similar equity interests, other than (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 Net Liabilities of the RTM Parties and
their Subsidiaries being more than the RTM Benchmark as of the Closing Date,
(ii) dividends or distributions of proceeds from Excluded Asset Dispositions and
(iii) dividends or distributions paid by wholly-owned Subsidiaries to RTMRG or a
wholly-owned Subsidiary of RTMRG;

         (c)    CAPITAL STOCK. (i) Adjust, split, combine or reclassify its
capital stock or similar equity interests, (ii) redeem, purchase or otherwise
acquire, directly or indirectly, any shares of its capital stock or similar
equity interests or any securities convertible or exchangeable into or
exercisable for any shares of its capital stock or similar equity interests,
other than in connection with the cashless exercise of outstanding RTMRG
Options, (iii) grant any Person any right or option to acquire any shares of its
capital stock or similar equity interests, (iv) issue, deliver or sell any
additional shares of its capital stock or similar equity interests or any
securities convertible or exchangeable into or exercisable for any shares of its
capital stock or similar equity interests or such securities (other than
pursuant to the exercise of RTMRG Options that are outstanding as of the date of
this Agreement) or (v) enter into any Contract, understanding or arrangement
with respect to the sale, voting, registration or repurchase of its capital
stock or similar equity interests, other than in connection with the cashless
exercise of outstanding RTMRG Options;


                                      -64-
<PAGE>

         (d)    COMPENSATION AND BENEFITS. (i) Increase the compensation or
benefits payable or to become payable to any of its directors, officers or
employees, (ii) pay any compensation or benefits not required by any existing
plan or arrangement (including the granting of stock options, stock appreciation
rights, shares of restricted stock or performance units) to its directors,
officers or employees, (iii) grant any severance or termination pay to any of
its directors, officers or employees (except pursuant to existing agreements,
plans or policies), (iv) enter into any new employment or severance agreement
with any of its directors, officers or employees or (v) establish, adopt, enter
into, amend or take any action to accelerate rights under any RTMRG Employee
Plans, except in each case (A) for increases in salary, wages and benefits of
officers or employees consistent with past practice or (B) in conjunction with
new hires, promotions or other changes in job status consistent with past
practice;

         (e)    ACQUISITIONS. Acquire, by merger, consolidation, acquisition
of equity interests or assets, or otherwise, any business or any corporation,
partnership, limited liability company, joint venture or other business
organization or division thereof;

         (f)    DISPOSITIONS. Sell, close, lease, license, transfer, pledge,
encumber, grant or dispose of any of its properties or assets, including RTMRG
Restaurants and the capital stock or similar equity interests of Subsidiaries of
RTMRG, other than (i) the sale of Inventory or (ii) the disposition of used or
excess equipment or machinery, in each case in the ordinary course of business
consistent with past practice;

         (g)    CONTRACTS. (i) Enter into any Contract that, had it been entered
into on or prior to the date hereof, would have constituted an RTMRG Material
Contract, other than in the ordinary course of business consistent with past
practice or (ii) terminate, cancel or request any material change in any RTMRG
Material Contract or any Contract entered into pursuant to clause (i) above,
other than in the ordinary course of business consistent with past practice;

         (h)    INDEBTEDNESS; GUARANTEES. Subject to Section 7.16, (i) incur,
assume or prepay any Indebtedness, other than (x) in the ordinary course of
business consistent with past practice under existing lines of credit to be used
for working capital purposes or with Triarc's consent to acquire, remodel,
furnish or build new Restaurants or to remodel RTMRG Restaurants or (y) any
Indebtedness incurred either on terms reasonably acceptable to Triarc the
proceeds of which will be used solely to make scheduled amortization payments of
principal or scheduled payments of interest on Indebtedness existing as of the
date hereof or as set forth in Section 6.02(h) of the RTMRG Disclosure Letter,
or (ii) assume, guarantee, endorse or otherwise become liable or responsible for
the obligations of any other Person, other than (x) guarantees in favor of the
RTM Parties or any of their wholly-owned Subsidiaries in the ordinary course of
business, or (y) endorsement of negotiable instruments in the ordinary course of
business consistent with past practice;

         (i)    LOANS. (i) Make any loans, advances or capital contributions to,
or investments in, any other Person, other than in the ordinary course of
business consistent with past practice, or (ii) make any loans to its directors
or officers, other than (x) travel


                                      -65-
<PAGE>

and similar advances in the ordinary course of business consistent practice and
(y) loans to be included in the RTMRG Shareholders Obligations Amount and repaid
pursuant to Section 2.02(c) that are made in connection with the exercise of
outstanding RTMRG Options;

         (j)    CAPITAL EXPENDITURES. Fail to make any capital expenditure,
including maintenance capital expenditures and capital expenditures for
remodeling of Restaurants, in accordance with the ordinary course of business
consistent with past practice;

         (k)    ACCOUNTING. Change its accounting policies or procedures, other
than as required by GAAP;

         (l)    LEGAL ACTIONS. Subject to Section 6.02(p), waive, release,
assign, settle or compromise any Legal Actions required to be disclosed pursuant
to Section 5.11, other than any such waiver, release, assignment, settlement or
compromise entered into in the ordinary course of business consistent with past
practice that (i) does not involve payment by RTMRG or any of its Subsidiaries
of more than $100,000 in any one instance or multiple instances involving the
same or related conduct, facts, circumstances or events and (ii) does not
require RTMRG or any of its Subsidiaries to be bound by any material restriction
(other than customary confidentiality restrictions);

         (m)    INTELLECTUAL PROPERTY. Take any action or omit to take any
action that causes any material RTMRG Intellectual Property Rights to become
invalidated, abandoned or dedicated to the public domain;

         (n)    RTMRG REAL PROPERTY. (i) Enter into any RTMRG Real Property
Lease or acquire any real property, except in connection with acquisitions of
RTMRG Restaurants described in Section 6.02(e) of the RTMRG Disclosure Letter,
(ii) enter into any lease, sublease, license, concession or other Contract
granting to any Person or Persons the right to use or occupancy to any portion
of the parcel of any RTMRG Real Property, (iii) enter into any Contract relating
to the sale of any RTMRG Real Property, other than dispositions of RTMRG
Restaurants described in Section 6.02(f) of the RTMRG Disclosure Letter or (iv)
terminate, cancel or request any material change in any of the foregoing in
clauses (i), (ii) and (iii) above, other than in the case of this clause (iv) in
the ordinary course of business consistent with past practice; or

         (o)    RELATED ACTIONS. Authorize, commit or agree to do any of the
foregoing; and

         (p)    TAXES. (i) Prepare, in the ordinary course of business and
consistent with past practice (except as otherwise required by a change in
applicable Law or a good faith resolution of a Contest), and timely file all
material Tax Returns required to be filed by it (or them) on or before the
Closing Date ("RTM POST-SIGNING RETURNS"); (ii) consult with Triarc with respect
to all RTM Post-Signing Returns and deliver drafts of such RTM Post-Signing
Returns to Triarc no later than ten Business Days prior to the date (including
extensions) on which such RTM Post-Signing Returns are required to be


                                      -66-
<PAGE>

filed; (iii) fully and timely pay all Taxes due and payable in respect of such
RTM Post-Signing Returns that are so filed; (iv) properly reserve (and reflect
such reserve in its books and records and financial statements), in accordance
with past practice and in the ordinary course of business, for all Taxes payable
by it (or them) for which no RTM Post-Signing Return is due prior to the Closing
Date; and (v) promptly notify Triarc of any suit, claim, action, investigation,
proceeding or audit with respect to income Taxes or any other material Tax
(collectively, "TAX ACTIONS"), pending against or with respect to RTMRG or any
of its Subsidiaries, and any settlement or compromise of any such Tax Action.

         Section 6.03   CONDUCT OF BUSINESS OF MERGER SUB CORP. AND MERGER SUB
LLC. During the period from the date hereof until the Closing, except as
required by Law or a Governmental Entity or as otherwise contemplated by this
Agreement or the Ancillary Agreements or taken in connection with complying with
the terms of this Agreement or the Ancillary Agreements or otherwise necessary
to facilitate the transactions contemplated by this Agreement or the Ancillary
Agreements, Triarc shall not permit Merger Sub Corp. or Merger Sub LLC to engage
in any operations or transactions or otherwise conduct any activities or enter
into any Contracts.

         Section 6.04   CONTROL OF BUSINESS PENDING CLOSING. Nothing contained
in this Agreement shall give Triarc, directly or indirectly, the right to
control or direct the operations of RTMRG or any of its Subsidiaries prior to
the Closing. Nothing contained in this Agreement shall give RTMRG, directly or
indirectly, the right to control or direct the operations of Triarc or any of
its Subsidiaries prior to the Closing. Prior to the Closing, each of Triarc and
RTMRG shall exercise, consistent with the terms and conditions of this
Agreement, complete control and supervision over their respective operations.


                                  ARTICLE VII

                              ADDITIONAL COVENANTS

         Section 7.01   ACCESS TO INFORMATION; CONFIDENTIALITY.

         (a)    Prior to the Closing, (i) Triarc shall, and shall cause ARG and
its Subsidiaries to: (A) provide to RTMRG and its Representatives access at
reasonable times upon reasonable prior notice to the officers, employees,
agents, properties, books and records of ARG and its Subsidiaries; and (B)
furnish promptly such information concerning ARG and its Subsidiaries as RTMRG
or its Representatives may reasonably request, in each case to the extent that
such access or request does not unreasonably interfere with the business or
operations of Triarc or any of its Affiliates, and (ii) RTMRG shall, and shall
cause its Subsidiaries to: (A) provide to Triarc and its Representatives access
at reasonable times upon reasonable prior notice to the officers, employees,
agents, properties, books and records of RTMRG and its Subsidiaries; and (B)
furnish promptly such information concerning RTMRG and its Subsidiaries as
Triarc or its Representatives may reasonably request, in each case to the extent
that such access or request does not unreasonably interfere with the business or
operations of RTMRG or


                                      -67-
<PAGE>

any of its Affiliates. No investigation conducted under this Section 7.01(a),
however, will affect or be deemed to modify any representation or warranty made
in this Agreement.

         (b)    Triarc and RTMRG shall comply with, and Triarc shall cause its
Representatives and Subsidiaries to comply with all of the obligations of Triarc
under, and RTMRG shall cause its Representatives and Subsidiaries to comply with
all of the obligations of RTMRG under, the Amended and Restated Confidentiality
Agreements dated January 28, 2005 (the "CONFIDENTIALITY AGREEMENTS"), between
Triarc and RTMRG with respect to the information disclosed under this Section
7.01.

         Section 7.02   COMMERCIALLY REASONABLE EFFORTS. Prior to the Closing,
upon the terms and subject to the conditions set forth in this Agreement and in
accordance with applicable Laws, each of the parties to this Agreement shall use
its commercially reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things necessary, proper or advisable to
ensure that the conditions set forth in Article IX are satisfied and to
consummate the transactions contemplated by this Agreement and the Ancillary
Agreements as promptly as practicable. Except as otherwise provided in Section
7.04(c), no party to this Agreement shall, or shall permit any of its respective
Subsidiaries to, take any action that could reasonably be expected to result in
any of the conditions set forth in Article IX not being satisfied or
satisfaction of those conditions being delayed. Notwithstanding the foregoing,
it is understood and agreed that Section 7.20 (and not this Section 7.02) shall
govern matters pertaining to the Trigger Event.

         Section 7.03   NOTICES OF CERTAIN EVENTS.

         (a)    Prior to the Closing, Triarc shall notify the RTM
Representatives promptly of (i) any communication from any Person alleging that
the consent of such Person (or another Person) is or may be required in
connection with the transactions contemplated by this Agreement, (ii) any
communication from any Governmental Entity in connection with the transactions
contemplated by this Agreement, (iii) any material Legal Actions threatened or
commenced against or otherwise affecting ARG or any of its Subsidiaries or (iv)
any event, change, occurrence, circumstance or development between the date of
this Agreement and the Closing known to Triarc which would reasonably be
expected to result in the failure of any of the conditions set forth in Section
9.03(a) or Section 9.03(b).

         (b)    Prior to the Closing, RTMRG shall notify Triarc promptly of (i)
any communication from any Person alleging that the consent of such Person (or
another Person) is or may be required in connection with the transactions
contemplated by this Agreement, (ii) any communication from any Governmental
Entity in connection with the transactions contemplated by this Agreement, (iii)
any material Legal Actions threatened or commenced against or otherwise
affecting RTMRG or any of its Subsidiaries or (iv) any event, change,
occurrence, circumstance or development between the date of this Agreement and
the Closing known to RTMRG which would reasonably


                                      -68-
<PAGE>

be expected to result in the failure of any of the conditions set forth in
Section 9.02(a) or Section 9.02(b).

         Section 7.04     CONSENTS; FILINGS.

         (a)    Prior to the Closing, upon the terms and subject to the
conditions of this Agreement and in accordance with applicable Laws, each of the
parties to this Agreement shall use its commercially reasonable efforts to (i)
obtain any consents, approvals or other authorizations required in connection
with the transactions contemplated by this Agreement and (ii) make any necessary
filings and notifications, and thereafter make any other submissions either
required or deemed appropriate by each of the parties to this Agreement, in
connection with the transactions contemplated by this Agreement under (A) the
Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B)
the HSR Act, (C) the GBCC, (D) the DLLCA and (E) any other applicable Laws,
including all real estate transfer tax returns. Triarc and RTMRG shall cooperate
and consult with each other in connection with the making of all such filings
and notifications. Neither Triarc nor RTMRG shall consent to any voluntary
extension of any statutory deadline or waiting period or to any voluntary delay
of the consummation of the transactions contemplated by this Agreement at the
behest of any Governmental Entity without the consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed.

         (b)    Triarc shall promptly inform the RTM Representatives, and RTMRG
shall promptly inform Triarc, upon receipt of any communication from the Federal
Trade Commission, the Department of Justice or any other Governmental Entity
regarding any of the transactions contemplated by this Agreement. If Triarc or
RTMRG (or any of their respective Affiliates) receives a request for additional
information from any such Governmental Entity that is related to the
transactions contemplated by this Agreement, then such party will endeavor in
good faith to make, or cause to be made, as soon as reasonably practicable and
after consultation with the other party, an appropriate response to such
request. Triarc shall advise the RTM Representatives promptly of any
understandings, undertakings or agreements (oral or written) which Triarc
proposes to make or enter into with the Federal Trade Commission, the Department
of Justice or any other Governmental Entity in connection with the transactions
contemplated by this Agreement. In furtherance and not in limitation of the
foregoing, Triarc shall use its commercially reasonable efforts to resolve any
objections that may be asserted with respect to the transactions contemplated by
this Agreement under any antitrust, competition or trade regulatory Laws.

         (c)    Notwithstanding the foregoing, nothing in this Section 7.04
shall require, or be construed to require, Triarc or RTMRG to agree to (i) sell,
hold separate, divest, discontinue or limit, before or after the Closing Date,
any assets, businesses or interest in any assets or businesses of Triarc, RTMRG
or any of their respective Affiliates, (ii) any conditions relating to, or
changes or restriction in, the operations of any such assets or businesses
which, in either case, could reasonably be expected to (x) result in a Triarc
Material Adverse Effect, an ARG Material Adverse Effect or an RTMRG Material
Adverse Effect or (y) materially and adversely impact the economic or


                                      -69-
<PAGE>

business benefits to Triarc and its stockholders of the transactions
contemplated by this Agreement or (iii) any modification or waiver of the terms
and conditions of this Agreement.

         Section 7.05   SHELF REGISTRATION STATEMENT.

         (a)    RTMRG shall furnish all information concerning itself and its
Subsidiaries as Triarc may reasonably request in connection with the
preparation, as contemplated by the Registration Rights Agreement, of the
registration statement pertaining to the resale of the shares included in the
Aggregate Share Consideration, and all amendments thereto (the "SHELF
REGISTRATION STATEMENT").

         (b)    The information supplied by RTMRG (including the combined
financial statements of the RTM Parties and their Subsidiaries (excluding the
Excluded Assets and Excluded Liabilities, each as defined in the RTMMC Purchase
Agreement) and the notes related thereto (collectively, the "COMBINED RTM
FINANCIAL STATEMENTS") for inclusion in the Shelf Registration Statement will
not, at (i) the effective date of the Shelf Registration Statement and (ii) the
time of the sale of any shares of Triarc Class B-1 Common Stock registered under
the Shelf Registration Statement, contain any untrue statement of a material
fact or fail to state any material fact required to be stated in the Shelf
Registration Statement or necessary in order to make the statements in the Shelf
Registration Statement not misleading.

         (c)    RTMRG shall provide such assistance to and cooperate with their
independent auditors as such independent auditors may reasonably request to
enable them to complete the preparation of the Combined RTM Financial Statements
required to be included or incorporated by reference into the Shelf Registration
Statement, and to render an unqualified opinion on such Combined RTM Financial
Statements.

         Section 7.06   ACTIONS WITH RESPECT TO RTMRG SHAREHOLDERS.

         (a)    As promptly as practicable after the execution and delivery of
this Agreement, and in any event not more than ten days after the RTMRG Written
Consent becomes effective, RTMRG shall give to each RTMRG Shareholder who has
not duly executed and delivered the RTMRG Written Consent prior to such time
written notice pursuant to Section 14-2-704(f) of the GBCC of the approval of
this Agreement and the First Merger pursuant to action taken by the Board of
Directors of RTMRG and by the RTMRG Written Consent, including notice of
applicable dissenters' rights as provided by Section 14-2-1320 of the GBCC and
the other information required by Section 14-2-704(b)(1) of the GBCC.

         (b)    RTMRG shall as promptly as practicable after the date hereof
distribute a waiver of dissenters rights for consideration by each of the RTMRG
Shareholders who did not executed the RTMRG Written Consent and shall use its
commercially reasonable efforts to obtain the waiver of dissenters rights duly
executed and delivered by such RTMRG Shareholders prior to the First Effective
Time.


                                      -70-
<PAGE>

         (c)    As promptly as practicable after the First Effective Time, and
in any event not more than ten days after the First Effective Time, Triarc shall
cause Merger Sub LLC, as the surviving entity in the Second Merger, to give
written dissenters' notice in compliance with Section 14-2-1322 of the GBCC (the
"DISSENTERS' NOTICE") to each RTMRG Shareholder who satisfies the requirements
of Section 14-2-1321 of the GBCC and has not executed a waiver of dissenters
rights. The Dissenters' Notice shall specify that the date by which Merger Sub
LLC must receive the payment demand with respect to Dissenting Shares shall be
30 days after the date on which the Dissenters' Notice is delivered to the
applicable RTMRG Shareholders.

         Section 7.07   ACTIONS WITH RESPECT TO DEBT FINANCING AND DEBT
REFINANCINGS.

         (a)    RTMRG shall cooperate fully with Triarc and its Subsidiaries in
connection with the Debt Financing and Debt Refinancings, including causing
RTMRG and its Representatives to provide reasonable cooperation in connection
with the arrangement of any financing (including the satisfaction of any closing
conditions therein relating to the RTM Parties and their Subsidiaries) to be
consummated contemporaneously with or at or immediately after the Closing Date
in respect of the transactions contemplated by this Agreement or any Ancillary
Agreement, including reasonable participation in meetings, due diligence
sessions, road shows, provision of information, provision of financial
statements (including pro forma and interim financial statements), assistance in
rating agency process, the preparation of offering memoranda, private placement
memoranda, prospectuses and similar documents, the execution and delivery of any
customary underwriting or placement agreements, pledge and security documents,
other definitive financing documents, or other requested certificates or
documents, and including reasonable assistance with respect to obtaining
customary closing certificates, comfort letters of accountants, legal opinions
and real estate title documentation as may be reasonably requested by any
syndication agent, underwriter, initial purchaser, arranger or placement agent
with respect to all or a portion of such financing.

         (b)    RTMRG shall use commercially reasonable efforts to obtain (at no
cost or expense to ARG or any of its Subsidiaries after the Closing) on or prior
to the Closing Date payoff letters to satisfy in full no later than sixty (60)
days after the Closing Date each of the Contracts governing the Indebtedness for
borrowed money of any RTM Party or its Subsidiaries or included in the Winners
Indebtedness Amount and, if any such payoff letter shall not have been obtained
on or prior to the Closing Date, such amendments, waivers and modifications (the
"REQUIRED DEBT CONSENTS") to such Contracts (x) as are necessary to permit all
such Indebtedness (other than the RTM Non-Prepayable Debt) to be prepaid no
later than the earlier of sixty (60) days after the Closing Date and the date
any forbearance agreement in effect on the Closing Date in respect of such
Indebtedness shall expire after the Closing Date and (y) with respect to the RTM
Non-Prepayable Debt, that are identified in Section 7.07(b) of the Triarc
Disclosure Letter.


                                      -71-
<PAGE>

         Section 7.08   NO SOLICITATION. From the date of this Agreement until
the Closing, RTMRG shall not, and shall cause each of its Subsidiaries and
Representatives not to, directly or indirectly (i) solicit, initiate, facilitate
or knowingly encourage any inquiries, offers or proposals relating to a Takeover
Proposal; (ii) engage in discussions or negotiations with, or furnish or
disclose any non public information relating to RTMRG or any of its
Subsidiaries, as the case may be, to, any Person that has made or indicated an
intention to make a Takeover Proposal; (iii) approve, endorse or recommend any
Takeover Proposal; (iv) enter into any agreement in principle, arrangement,
understanding or Contract relating to a Takeover Proposal; or (v) propose to do
any of the foregoing or take any other action inconsistent with the obligations
of RTMRG under this Section 7.08. RTMRG shall promptly inform its
Representatives of its obligations under this Section 7.08. RTMRG shall notify
Triarc promptly upon receipt of any Takeover Proposal or indication that any
Person is considering making a Takeover Proposal or any request for non-public
information relating to RTMRG or any of its Subsidiaries, as the case may be.
RTMRG shall provide Triarc promptly with the identity of such Person and a copy
of such Takeover Proposal, indication or request (or, where no such copy is
available, a detailed description of such Takeover Proposal).

         Section 7.09   TAKEOVER STATUTES. If any "fair price," "moratorium,"
"control share acquisition," "business combination" or other similar state
anti-takeover Laws ("TAKEOVER STATUTES") is or becomes applicable to this
Agreement, the Ancillary Agreements, the Merger or the other transactions
contemplated by this Agreement or the Ancillary Agreements, each of Triarc and
RTMRG and their respective boards of directors shall take all necessary action
to ensure that such transactions may be consummated as promptly as practicable
upon the terms and subject to the conditions set forth in this Agreement and
otherwise act to use commercially reasonable efforts to eliminate or minimize
the effects of such Takeover Statute.

         Section 7.10   DEFENSE OF LITIGATION. Prior to the Closing, RTMRG shall
not settle or offer to settle any Legal Action against RTMRG, any of its
Subsidiaries or any of their respective directors or officers arising out of or
relating to this Agreement or the Ancillary Agreements or the transactions
contemplated by this Agreement or the Ancillary Agreements without the prior
written consent of Triarc, which consent shall not be unreasonably withheld,
delayed or conditioned. Prior to the Closing, RTMRG shall not cooperate with any
Person that may seek to restrain, enjoin, prohibit or otherwise oppose the
transactions contemplated by this Agreement or the Ancillary Agreements, and
RTMRG shall cooperate with the reasonable requests of Triarc in resisting any
such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.
Prior to the Closing, Triarc shall not settle or offer to settle any Legal
Action against Triarc, any of its Subsidiaries or any of their respective
directors or officers arising out of or relating to this Agreement or the
Ancillary Agreements or the transactions contemplated by this Agreement or the
Ancillary Agreements without the prior written consent of RTMRG, which consent
shall not be unreasonably withheld, delayed or conditioned; PROVIDED, that
notwithstanding the foregoing, Triarc shall be entitled to settle and offer to
settle in its sole and absolute discretion any Legal Action commenced or
threatened by any stockholder of Triarc. Prior to the Closing, Triarc shall not
cooperate with any Person


                                      -72-
<PAGE>

that may seek to restrain, enjoin, prohibit or otherwise oppose the transactions
contemplated by this Agreement or the Ancillary Agreements, and Triarc shall
cooperate with the reasonable requests of RTMRG in resisting any such effort to
restrain, enjoin, prohibit or otherwise oppose such transactions.

         Section 7.11   EMPLOYEES AND EMPLOYEE BENEFITS, ETC.

         (a)    Except as otherwise agreed by Triarc and the RTM
Representatives, Triarc shall cause ARG and its Subsidiaries to retain in their
employ immediately after the Closing each of the employees of RTMRG and its
Subsidiaries, including any employees on a leave of absence (the "RTMRG
EMPLOYEES"), and shall cause ARG and its Subsidiaries to retain in their employ
immediately after the Closing each of the employees of ARG and its Subsidiaries,
including any employees on a leave of absence, subject in each case to the
current terms of such employee's employment and the ability of Triarc and its
Subsidiaries in their sole discretion subsequent to the Closing to terminate any
such employee in accordance therewith.

         (b)    Triarc shall cause ARG to be responsible for compliance with
COBRA, including the provision of continuation coverage with respect to all
RTMRG Employees and former employees of RTMRG and its Subsidiaries and each of
their qualified beneficiaries for whom a qualifying event occurs prior to, on or
after the Closing Date. The terms "continuation coverage," "qualified
beneficiaries," and "qualifying event" are used herein with the meanings
ascribed to them in COBRA.

         (c)    For the year in which the Closing occurs, Triarc shall cause
any welfare plan in which an RTMRG Employee who remains in the employ of ARG or
its Subsidiaries participates to credit such RTMRG Employee and his dependents
and beneficiaries with any deductible, co-payment and out-of-pocket expenses
incurred from January 1 through the Closing Date under the comparable welfare
plan in which the RTMRG Employee participates as of the Closing Date.

         (d)    In addition to the requirements of Section 7.11(a), for the
period beginning on the Closing Date and ending on January 2, 2006, 12:00
midnight Eastern time (the "TRANSITION PERIOD"), each RTMRG Employee who remains
in the employ of ARG or its Subsidiaries shall continue to participate in the
employee pension and welfare benefit plans of RTMRG in which such RTMRG Employee
participated immediately prior to the Closing Date.

         (e)    Each RTMRG Employee who remains in the employ of ARG or its
Subsidiaries shall be credited under the employee pension and welfare benefit
plans in which such RTMRG Employee shall become entitled to participate
immediately following the end of the Transition Period (collectively, the
"POST-TRANSITION PERIOD BENEFIT PLANS") with all service credited under
comparable plans of RTMRG and its Subsidiaries, including but not limited to:

                (i)    under any Post-Transition Period Benefit Plan that is a
defined contribution plan, for purposes of eligibility to participate, vesting
and benefit levels;


                                      -73-
<PAGE>

                (ii)    under any Post- Transition Period Benefit Plan that
provides severance benefits, for purposes of eligibility to participate and the
calculation of the amount of the severance payment and other benefits;

                (iii)   under any Post- Transition Period Benefit Plan that
provides for paid time off, for purposes of eligibility to participate and the
calculation of the amount to be accrued; and

                (iv)    under any Post- Transition Period Benefit Plan that
provides welfare benefits, for purposes of any waiting period requirements or
benefit level entitlements.

         (f)    Compensation and benefit packages for RTMRG Employees at or
above the Vice President level to be in effect as of the Closing Date shall be
subject to the approval of the RTM Representatives, not to be unreasonably
withheld, conditioned or delayed.

         (g)    RTMRG shall take all necessary actions to terminate each RTMRG
Employee Plan set forth on Section 7.11(g) of the RTMRG Disclosure Letter, in
each case effective as of immediately prior to the Closing and without any
Liability after the Closing to RTMRG, ARG or any of their Affiliates.

         (h)    RTMRG shall take all necessary actions to cause the annual
rate of base salary of each RTMRG Employee whose name is set forth on Section
7.11(h) of the RTMRG Disclosure Letter to equal the annual rate of base salary
set forth next to each such RTMRG Employee's name on such Section 7.11(h), in
each case effective as of immediately prior to the Closing.

         (i)    Not later than three months after the Closing Date (if the
Triarc B-1 Election shall have been made) or the date on which the shares of
Triarc Class B-2 Common Stock convert into shares of Triarc Class B-1 Common
Stock (if the Triarc B-2 Election shall have been made), Triarc shall request
that the Performance Compensation Subcommittee of its board of directors
consider granting to RTMRG Employees employed by ARG or any of its Subsidiaries
after the Closing Date options to purchase shares of Triarc Class B-1 Common
Stock under Triarc's 2002 Equity Participation Plan in such amounts and with
such exercise prices and other terms as the Performance Compensation
Subcommittee shall determine, in its sole discretion, taking into account the
position held and years of service to the Arby's restaurant system by each
respective RTMRG Employee.

         Section 7.12   DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.

         (a)    All rights to indemnification now existing in favor of any
director or officer of RTMRG or any of its Subsidiaries (the "D&O INDEMNIFIED
PARTIES") as provided in the articles of incorporation and bylaws (or similar
organizational instruments) of RTMRG or its Subsidiaries, in agreements between
a D&O Indemnified Party and RTMRG or one of its Subsidiaries, or otherwise in
effect on the date of this


                                      -74-
<PAGE>

Agreement shall, in each case, survive the Mergers and the consummation of the
other transactions contemplated hereby and shall continue in full force and
effect for a period of not less than six years after the Closing.

         (b)    Triarc shall cause the Surviving LLC to indemnify all D&O
Indemnified Parties to the fullest extent permitted by applicable Laws with
respect to all acts and omissions arising out of or relating to its services as
directors or officers of RTMRG or its Subsidiaries occurring prior to the
Closing. If any D&O Indemnified Party is or becomes involved in any Legal Action
in connection with any matter occurring prior to or at the Closing, Triarc shall
cause the Surviving LLC to pay as incurred such D&O Indemnified Party's legal
fees, costs and expenses incurred in connection with such Legal Action, subject
to Triarc's receipt of an undertaking by or on behalf of such D&O Indemnified
Party to repay such legal fees, costs and expenses if it is ultimately
determined under applicable Laws that such D&O Indemnified Party is not entitled
to be indemnified.

         (c)    Triarc shall cause the Surviving LLC to obtain, for a period
of six years after the Closing, extended reporting or tail coverage on, or a
substitute directors' and officers' liability insurance policy for, the
directors' and officers' liability insurance policy maintained by RTMRG and its
Subsidiaries as of the date hereof for the benefit of those persons who are
covered by such policies immediately prior to the Closing, in each case, on
terms and conditions that are, in the aggregate, no less favorable to the
insured with respect to claims arising from acts or omissions arising prior to
and including the Closing than are currently in effect; PROVIDED, that such
extended reporting or tail coverage or such substitute policy, as the case may
be, can be obtained and maintained on commercially reasonable terms and at a
cost to the Surviving LLC not greater than 150 percent of the aggregate annual
premium for the directors' and officers' liability insurance policy maintained
by RTMRG on the date hereof. If the Surviving LLC is unable to obtain such
coverage or policy for the cost indicated in the preceding sentence, Triarc
shall cause the Surviving LLC to procure the most favorable coverage or policy,
in Triarc's reasonable judgment, that the Surviving LLC can reasonably obtain
for the cost indicated in the preceding sentence.

         Section 7.13   PUBLIC ANNOUNCEMENTS. Triarc shall consult with the RTM
Representatives, and RTMRG shall consult with Triarc, before issuing any press
release or otherwise making any public statements about this Agreement or any of
the transactions contemplated by this Agreement. Neither Triarc nor RTMRG shall
issue or cause to be issued any such press release or make any such public
statement prior to such consultation, except to the extent required by
applicable Laws, in which case that party shall use its commercially reasonable
efforts to consult with the other party before issuing any such release or
making any such public statement.

         Section 7.14   SARBANES-OXLEY COMPLIANCE. Prior to the Closing, RTMRG
shall, and shall cause its Subsidiaries and its Representatives to, take all
actions that Triarc may deem necessary or appropriate, and cooperate in the
taking of such actions, to enable Triarc, following the Closing, to satisfy the
applicable obligations under Sections 302, 404 and 906 of the Sarbanes-Oxley Act
of 2002 and the rules and


                                      -75-
<PAGE>

regulations promulgated by the SEC pursuant thereto (as amended from time to
time, the "SOA") and the other requirements of the SOA, including establishing
and maintaining adequate disclosure controls and procedures and internal
controls over financial reporting as such terms are defined in the SOA.

         Section 7.15   RTM INSURANCE MATTERS.

         (a)    The parties agree that Casualty Insurance Claims relating to
any of the RTM Parties or any of their Subsidiaries (including reported claims
and including incurred but not reported claims) and all claims under any of the
group policies identified on Section 5.14 of the RTMRG Disclosure Letter ("GROUP
INSURANCE CLAIMS") relating to any of the RTM Parties or any of their
Subsidiaries (including reported claims and incurred but not reported claims)
will remain with the applicable RTM Parties and their Subsidiaries (or their
successors pursuant to this Agreement or any Ancillary Agreement) immediately
following the Closing. The parties agree that Casualty Insurance Claims and
Group Insurance Claims relating to any Affiliates of the RTM Parties that will
not be a Subsidiary of Triarc immediately after the Closing, including the Mrs.
Winners Obligors (the "EXCLUDED RTM AFFILIATES") (including reported claims and
including incurred but not reported claims) will remain with the Excluded RTM
Affiliates immediately following the Closing. For purposes hereof, "CASUALTY
INSURANCE CLAIMS" shall mean workers' compensation and all liability policies
and all related expenses to the extent not covered by insurance, including, but
not limited to, claims, retentions, loss sensitive adjustments, audits and third
party administrative adjustments. The Casualty Insurance Claims and Group
Insurance Claims are subject to the provisions of policies of insurance with
insurance carriers and contractual arrangements with insurance adjusters
maintained by RTMRG prior to the Closing (collectively, the "RTM INSURANCE
POLICIES"). With respect to the Casualty Insurance Claims and Group Insurance
Claims, the following procedures shall apply to Casualty Insurance Claims and
Group Insurance Claims incurred prior to the Closing: (i) the Surviving LLC
shall continue to administer, adjust, settle and pay, in a manner consistent
with past practice, on behalf of the Excluded RTM Affiliates, all Casualty
Insurance Claims and Group Insurance Claims with dates of occurrence prior to
the Closing Date, (ii) to the extent such Casualty Insurance Claims or Group
Insurance Claims are accrued or reserved for on the RTM Closing Balance Sheet,
such payments shall be for the applicable Excluded RTM Affiliates' account, and
(iii) to the extent the aggregate amount of such Casualty Insurance Claims or
Group Insurance Claims exceed the amounts accrued or reserved for on the RTM
Closing Balance Sheet, the Surviving LLC will invoice the Excluded RTM
Affiliates at the end of each month for Casualty Insurance Claims and Group
Insurance Claims paid on behalf of the Excluded RTM Affiliates during the
previous month by the Surviving LLC, or to the extent the Surviving LLC is
obligated to reimburse its insurance companies or insurance adjusters therefor,
by such insurance companies or adjusters. Each such invoice shall be supported
by such detailed information as the Excluded RTM Affiliates may reasonably
request. The Excluded RTM Affiliates shall promptly pay the Surviving LLC each
monthly invoice. Casualty Insurance Claims and Group Insurance Claims to be paid
by the Excluded RTM Affiliates hereunder shall include all costs necessary to
settle claims including, but not limited to, compensatory, medical, legal,
adjusting fees and other expenses reasonably allocated by the Surviving LLC to
the Excluded RTM Affiliates,


                                      -76-
<PAGE>

including audits and any adjustments to required collateral. If there is a
general deductible or self-insurance retention applicable on an aggregate basis
to all claims under an RTM Insurance Policy, the deductible or retention shall
be allocated to the Excluded RTM Affiliates based on their percentage of the
dollar value of all claims under the RTM Insurance Policy as determined by the
Surviving LLC. In the event that any Casualty Insurance Claim or Group Insurance
Claim exceeds a deductible or self-insured retention under the RTM Insurance
Policies, and provided that the Excluded RTM Affiliates shall have promptly paid
any costs related to such Casualty Insurance Claim or Group Insurance Claim, the
Excluded RTM Affiliates shall be entitled to the benefit of any insurance
proceeds that may be available to discharge any portion of such Casualty
Insurance Claims or Group Insurance Claims, which shall be promptly paid over by
RTMRG to the Excluded RTM Affiliates.

         (b)    Neither Triarc nor any of its Affiliates shall be responsible
to the Excluded RTM Affiliates for the failure of any insurer to pay under any
such RTM Insurance Policy other than for a failure to pay premiums when due.

         (c)    Nothing in this Agreement is intended to provide or shall be
construed as providing a benefit or release to any insurer or claims service
organization of any obligation under any RTM Insurance Policy. The parties
confirm that the sole intention of this Section 7.15 is to divide and allocate
between them and the benefits and obligations under the RTM Insurance Policies
as of the Closing Date and not to affect, enhance or diminish the rights and
obligations of any insurer or claims service organization thereunder. Nothing
herein shall be construed as creating or permitting any insurer or claims
service organization the right of subrogation against any of the parties or any
of their Affiliates in respect of payment made by one to the other under any RTM
Insurance Policy.

         Section 7.16   CERTAIN LOAN REPAYMENTS.

         (a)    At the Closing, as part of the Debt Refinancings, Triarc shall
cause ARG to repay in full all of the Indebtedness identified in Section 7.16 of
the RTMRG Disclosure Letter, other than any such Indebtedness which by its terms
may not be prepaid at the Closing or may be prepaid at the Closing only upon
delivery prior to the Closing of irrevocable notice, in which case such
Indebtedness shall be prepaid or repaid in accordance with its terms as soon as
practicable following the Closing and thereupon provide to the RTM
Representatives evidence of the repayment of such Indebtedness and the
termination of all Liens and guarantees related thereto. At the Closing, RTMRG
shall transfer (i) to ARG the RTMMC receivable and (ii) to Triarc the promissory
notes evidencing the RTMRG Shareholders Obligations Amount for cancellation and
delivery to the RTMRG Shareholders in accordance with Article II.

         (b)    At the Closing, Triarc may, at its option, cause ARG to repay to
Triarc (x) all intercompany Indebtedness of ARG or any of its Subsidiaries owed
to Triarc or any of its Subsidiaries (other than ARG or any of its Subsidiaries)
and (y) an amount equal to all capital contributions made to ARG or any of its
Subsidiaries by


                                      -77-
<PAGE>

Triarc or any of its Subsidiaries (other than ARG or any of its Subsidiaries)
after January 2, 2005.

         (c)    Prior to the Closing, Triarc shall cause ARG to request that the
counterparty release the guarantors (the "RELATED PERSON GUARANTORS") under any
or all of the guaranties of performance bonds and leases set forth in Section
7.16(c) of the RTMRG Disclosure Letter, it being acknowledged and agreed that
neither Triarc nor any of its Affiliates shall be obligated to pay any money or
incur any obligations to obtain such release. To the extent ARG fails to obtain
such releases, Triarc shall cause ARG and its Subsidiaries to indemnify, defend
and hold harmless the Related Person Guarantors from and against any Liabilities
arising from and after the Closing Date suffered by them under such guaranties.

         Section 7.17   CO-BRANDED RESTAURANTS. Prior to the Closing, RTMRG
shall, and shall cause the Mrs. Winners Obligors to, amend the terms of the
franchise and other agreements related to the Restaurants that are co-branded
with the Mrs. Winners Obligors to permit the Surviving LLC or its Subsidiaries
to terminate such Mrs. Winner's franchise and other agreements at any time from
and after the Closing without any Liability for any royalty payments payable
thereunder in respect of any period after the date of such termination.

         Section 7.18   RTM TRADEMARKS. Prior to the Closing, RTMRG shall cause
RTM, Inc. to assign all right, title and interest in and to the RTM trade name,
RTM service mark and the RTM trademarks, and all goodwill associated therewith,
including the trademark registrations set forth in Section 7.18 of the RTMRG
Disclosure Letter, to RTMMC. In connection with such assignment, RTMRG shall
cause RTM, Inc. to file assignment documentation, in a form and substance
reasonably satisfactory to Triarc, with the United States Patent and Trademark
Office for the purpose of recording such transfer.

         Section 7.19   CHARITABLE COMMITMENTS. Prior to the Closing, (x) RTMRG
shall, or shall cause its applicable Subsidiary to, fund in full and terminate
each charitable commitment described (or that should have been described) in
Section 5.12(a)(xviii) of the RTMRG Disclosure Letter and (y) ARG shall, or
shall cause its applicable Subsidiary to fund in full and terminate each
charitable commitment described (or that should have been described) in Section
3.12(a)(xviii) of the Triarc Disclosure Letter.

         Section 7.20   ACTIONS WITH RESPECT TO THE TRIGGER EVENT. On or
promptly after the date of this Agreement, Triarc shall issue a press release
which shall include the statements with respect to the Trigger Event in
substantially the form attached hereto as ANNEX H. Following the issuance of
such press release, Triarc agrees that, unless an Adverse Board Determination
shall have been made, it shall explore in good faith the implementation of the
Trigger Event. If Triarc's board of directors determines that it is in the best
interests of Triarc and its stockholders (other than stockholders holding shares
of Triarc Class B-2 Common Stock) to effect the Trigger Event and to do so prior
to January 3, 2006 (a "FAVORABLE BOARD DETERMINATION"), then Triarc shall,


                                      -78-
<PAGE>

subject to applicable fiduciary duties of its board of directors and other
applicable Laws, the receipt of all requisite consents and approvals and the
right of its board of directors thereafter to make at any time an Adverse Board
Determination in its sole discretion, use its good faith efforts to effect the
Trigger Event prior to January 3, 2006 on such terms as Triarc's board of
directors determines. Nothing in this Section 7.20 shall be construed to require
(x) the board of directors of Triarc to make a Favorable Board Determination or
not to make an Adverse Board Determination or (y) Triarc to effect the Trigger
Event prior to January 3, 2006 or at any time thereafter.

         Section 7.21   DELIVERY OF 2005 RTM AUDITED FINANCIALS. If the Closing
shall not have occurred prior to the date that is 90 days after May 29, 2005,
then on or prior to such date, RTMRG shall use commercially reasonable efforts
to deliver to Triarc the audited combined balance sheets and statements of
income, net capital deficiency and cash flows as of and for the fiscal year
ended May 29, 2005 for the RTM Parties and their Subsidiaries accompanied by an
unqualified audit report of Ernst & Young LLP (the "2005 RTM AUDITED
FINANCIALS").

         Section 7.22   EXCLUDED ASSET DISPOSITION PROCEEDS. Triarc shall 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.

         Section 7.23   AMENDMENT OF RTMRG ROLLOVER OPTIONS. No later than seven
business days following the date hereof, RTMRG shall amend each RTMRG Rollover
Option to provide that (i) such RTMRG Rollover Option shall continue to vest in
accordance with the vesting schedule set forth in the stock option agreement
pursuant to which such RTMRG Rollover Option was granted, and the vesting of
such RTMRG Rollover Option shall not be accelerated upon, or in connection with,
the consummation of the RTM Transactions and (ii) if not inconsistent with the
requirements of Section 409A of the Code as determined by RTMRG in its sole
discretion, to the extent that such RTMRG Rollover Option has a per share
exercise price that is less than the fair market value of a share of RTMRG
Common Stock immediately prior to the First Effective Time, such RTMRG Rollover
Option shall, to the extent then unvested, become vested upon the occurrence of
a termination of the holder of such RTMRG Rollover Option's employment following
the First Effective Time for any reason entitling such holder to severance
pursuant to the holder's employment agreement.


                                  ARTICLE VIII

                                   TAX MATTERS

         Section 8.01   TAX INDEMNIFICATION.

         (a)    INDEMNIFICATION BY RTMRG SHAREHOLDERS. From and after the
Closing Date, the RTMRG Shareholders (to the extent of the RTM Escrow Fund), and
after the RTM Escrow Fund has been exhausted in full, the RTMRG Principal
Shareholders (jointly and severally, pursuant to the Transaction Support
Agreement),


                                      -79-
<PAGE>

shall, subject to the applicable limitations set forth in Article XI, indemnify
the Triarc Indemnified Parties against and hold harmless from any and all
liabilities, losses, damages, claims, costs, expenses, interest, awards,
judgments and penalties (including, reasonable fees for both in-house and
outside counsel, accountants and other outside consultants) suffered or incurred
(each a "TAX LOSS" and collectively, the "TAX LOSSES") arising out of:

                (i)     Taxes of RTMRG or its Subsidiaries for periods or
portions thereof ending on or before the Closing Date ("PRE-CLOSING TAXES"), and
Taxes of RTMRG or its Subsidiaries attributable to the RTMRG Transactions, in
excess of the amount of Taxes which are specifically identified as current
liabilities (excluding any reserve for deferred taxes established to reflect
timing differences between book and Tax income) on the RTM Closing Balance
Sheet;

                (ii)    Taxes of any member of an affiliated, consolidated,
combined or unitary group of which RTMRG or any of its Subsidiaries is or was a
member on or prior to the Closing Date by reason of Liability under Treasury
Regulation ss.1.1502-6, Treasury Regulation ss.1.1502-78 or comparable provision
of foreign, state or local Law, excluding any Taxes of any member of an
affiliated, consolidated, combined or unitary group of which RTMRG or any of its
Subsidiaries becomes a member on the Closing Date on or after the Closing (or at
any time after the Closing Date) and any Taxes which are specifically identified
as current liabilities (excluding any reserve for deferred Taxes established to
reflect timing differences between book and Tax income) on the RTM Closing
Balance Sheet;

                (iii)   Taxes or other payments with respect to periods or
portions thereof ending on or before the Closing Date which are required to be
paid after the date hereof by RTMRG or any of its Subsidiaries to any party
under any Tax Sharing Agreement (whether written or not) or by reason of being a
successor-in-interest or transferee of another entity; (iv) without duplication,
Taxes imposed on Triarc or any of its Subsidiaries as a result of (x) a breach
of or inaccuracy in any representation or warranty set forth in Section 5.13 or
in the certificate delivered by the RTM Representatives pursuant to Section
9.02(d), as of the date such representation or warranty was made or as if such
representation or warranty were made on and as of the Closing Date (except for
representations and warranties that expressly relate to a specified date, the
breach of or inaccuracy in which will be determined with reference to such
specified date) or (y) a breach of any covenant or agreement set forth in
Section 6.02(p) or this Article VIII; PROVIDED, that for purposes of this
Section 8.01(a)(iv) only, a breach of or inaccuracy in any representation,
warranty, covenant or agreement shall be determined without reference to any
materiality qualifier with respect thereto; and

                (v)     Taxes imposed on Triarc or any of its Subsidiaries
attributable to any "excess loss account" (within the meaning of Treasury
Regulation ss. 1.1502-19) existing as of the Closing Date with respect to the
capital stock of any Subsidiaries of RTMRG, except to the extent such Tax would
not have arisen but for the


                                      -80-
<PAGE>

failure of Triarc and its Subsidiaries to make (in whole or in part) the Triarc
ELA Contributions.

Notwithstanding the foregoing, the RTMRG Shareholders or the RTMRG Principal
Shareholders (as the case may be) shall not be obligated to pay any amounts
under this Section 8.01(a) (x) for any Tax Losses resulting from any transaction
of RTMRG or its Subsidiaries on the Closing Date but after the Closing, other
than any transaction in the ordinary course of business and any RTMRG
Transactions, or (y) in respect of Pre-Closing Taxes attributable to an audit
adjustment by a Governmental Entity if such audit adjustment conforms the
treatment of an item on a Tax Return (other than a Straddle Return) of RTMRG or
its Subsidiaries for a Pre-Closing Taxable Period ("RTMRG PRE-CLOSING TAX
RETURN") to the treatment of the same item on a Tax Return (other than a
Straddle Return) of RTMRG or its Subsidiaries for any taxable period other than
a Pre-Closing Taxable Period ("RTMRG POST-CLOSING TAX RETURN"), excluding any
items related to any management agreements or similar arrangements among any of
RTMRG, its Affiliates and any of its shareholders, if the treatment of such item
on the RTMRG Post-Closing Tax Return is inconsistent with the treatment of such
item on the RTMRG Pre-Closing Tax Return until the aggregate amount of such
Pre-Closing Taxes equals $1 million (the "RTMRG TAX BASKET AMOUNT"), after which
the RTMRG Shareholders and the RTMRG Principal Shareholders shall be obligated
to pay the full amount of such Pre-Closing Taxes in excess of the RTMRG Tax
Basket Amount.

         (b)    INDEMNIFICATION CALCULATIONS. All indemnification payments
for Tax Losses made pursuant to this Section 8.01, and for Losses made pursuant
to Section 11.02 and Section 11.04, shall be made on an after-tax basis.
Accordingly, in determining the amount of any indemnification payment for a Tax
Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such
Tax Loss or Loss shall be (i) increased to take into account any additional Tax
cost actually incurred by the indemnitee arising from the receipt of
indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into
account any deduction, credit or other tax benefit actually realized by the
indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing
the amount of any such Tax Cost or Tax Benefit, the indemnitee shall be deemed
to recognize all other items of income, gain, loss, deduction or credit before
recognizing any item arising from the receipt of any indemnification payment
hereunder or the incurrence or payment of any indemnified Tax Loss or Loss;
PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable
period during which an indemnifying party makes an indemnification payment or
the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall
thereafter make payments to one another at the end of each subsequent taxable
period to reflect the net Tax Costs and Tax Benefits realized by the parties
hereto in each such subsequent taxable period.

         Section 8.02   TAX INDEMNIFICATION PROCEDURES.

         (a)    After the Closing, Triarc shall promptly notify the RTM
Representatives in writing of any demand, claim or notice of the commencement of
an audit received by such party from any Governmental Entity or any other Person
with respect to Taxes for which the RTMRG Shareholders or the RTMRG Principal


                                      -81-
<PAGE>

Shareholders (as the case may be) are liable pursuant to Section 8.01; PROVIDED,
HOWEVER, that a failure to give such notice will not affect the Triarc
Indemnified Parties' rights to indemnification under this Article VIII, except
to the extent that the RTMRG Shareholders or the RTMRG Principal Shareholders
(as the case may be) are actually prejudiced thereby. Such notice shall contain
factual information (to the extent known) describing the asserted Tax liability
and shall include copies of the relevant portion of any notice or other document
received from any Governmental Entity or any other Person in respect of any such
asserted Tax liability.

         (b)    Payment by the RTMRG Shareholders or the RTMRG Principal
Shareholders (as the case may be) of any amount due to the Triarc Indemnified
Parties under this Article VIII shall be made within ten Business Days following
written notice by a Triarc Indemnified Party that payment of such amounts to the
appropriate Governmental Entity or other applicable third party is due by a
Triarc Indemnified Party, PROVIDED, that the RTMRG Shareholders or the RTMRG
Principal Shareholders (as the case may be) shall not be required to make any
payment earlier than five Business Days before it is due to the appropriate
Governmental Entity or applicable third party. In the case of a Tax that is
contested in accordance with the provisions of Section 8.03, payment of such
contested Tax will not be considered due earlier than the date a "final
determination" to such effect is made by such Governmental Entity or a court of
competent jurisdiction. For this purpose, a "final determination" shall mean a
settlement, compromise, or other agreement with the relevant Governmental
Entity, whether contained in an IRS Form 870 or other comparable form, or
otherwise, or such procedurally later event, such as a closing agreement with
the relevant Governmental Entity, and agreement contained in an IRS Form 870-D
or other comparable form, an agreement that constitutes a "determination" under
Section 1313(a)(4) of the Code, a deficiency notice with respect to which the
period for filing a petition with the Tax Court or the relevant state, local or
foreign tribunal has expired or a decision of any court of competent
jurisdiction that is not subject to appeal or as to which the time for appeal
has expired.

         (c)    All amounts required to be paid pursuant to this Article VIII
shall be paid promptly in immediately available funds by wire transfer to a bank
account designated by the indemnified party. In seeking indemnification under
this Article VIII against the RTMRG Shareholders, the Triarc Indemnified Parties
shall first exercise its remedies with respect to the RTM Escrow Fund pursuant
to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted in full,
with respect to the RTMRG Principal Shareholders (individually or jointly)
pursuant to the Transaction Support Agreement.

         (d)    Any payments required pursuant to this Article VIII that are
not made within the time period specified in this Section 8.02 shall bear
interest at a rate and in the manner provided in the Code for interest on
underpayments of federal income Tax and, in the case of payments related to
Taxes other than U.S. federal income Taxes, at a rate and in the manner provided
under applicable Law for underpayments of such Tax.


                                      -82-
<PAGE>

         Section 8.03   RTM TAX AUDITS AND CONTESTS; COOPERATION.

         (a)    After the Closing Date, the RTM Representatives shall control
the conduct, through counsel of their own choosing, of any audit, claim for
refund, or administrative or judicial proceeding involving any asserted Tax
liability or refund (any such audit, claim for refund, or proceeding relating to
an asserted Tax liability referred to herein as a "CONTEST") that relates solely
to Taxes for which the Triarc Indemnified Parties are indemnified under Section
8.01(a), but Triarc shall have the right to participate in such Contest at its
own expense, and the RTM Representatives shall not settle, compromise and/or
concede any portion of such Contest that is reasonably likely to affect the Tax
liability of Triarc or its Subsidiaries for any taxable year (or portion
thereof) beginning after the Closing Date without the consent of Triarc, which
consent shall not be unreasonably withheld, conditioned or delayed; PROVIDED,
that if the RTM Representatives fail to assume control of the conduct of any
such Contest within a reasonable period following the receipt by the RTM
Representatives of notice of such Contest, Triarc shall have the right to assume
control of such Contest and shall be able to settle, compromise and/or concede
such Contest in its sole discretion.

         (b)    After the Closing Date, subject to Section 8.03(a), Triarc shall
control the conduct of any Contest pertaining to RTMRG or any of its
Subsidiaries, but the RTM Representatives shall have the right to participate in
any such Contest that relates to Taxes for which the Triarc Indemnified Parties
are indemnified under Section 8.01(a) ("PARTICIPATION CONTEST") at their own
expense and Triarc shall not settle, compromise and/or concede any portion of
such Participation Contest if such resolution is reasonably likely to give rise
to a Tax liability for which the Triarc Indemnified Parties are indemnified
under Section 8.01(a), without the consent of the RTM Representatives, which
consent shall not be unreasonably withheld, conditioned or delayed; PROVIDED,
that if Triarc fails to assume control of the conduct of any such Participation
Contest within a reasonable period following the receipt by Triarc of notice of
such Participation Contest, the RTM Representatives shall have the right to
assume control of such Participation Contest and shall be able to settle,
compromise and/or concede such Participation Contest in its sole discretion.

         (c)    Triarc and the RTM Representatives agree to furnish or cause
to be furnished to each other, upon request, as promptly as practicable, such
information (including access to books and records) and assistance relating to
RTMRG and its Subsidiaries as is reasonably requested for the filing of any Tax
Returns and the preparation, prosecution, defense or conduct of any Contest.
Triarc and the RTM Representatives shall reasonably cooperate with each other in
the conduct of any Contest or other proceeding involving or otherwise relating
to RTMRG or its Subsidiaries (or their income or assets) with respect to any Tax
and each shall execute and deliver such powers of attorney and other documents
as are necessary to carry out the intent of this Section 8.03(c). Without
limiting the foregoing, Triarc shall make available to the RTM Representatives
promptly upon written request and for as much time as reasonably required for
purposes of reviewing or filing any Tax Returns or conducting any Contest or
other Tax proceeding related to Taxes of RTMRG and its Subsidiaries for Taxable
periods (or portions thereof) ending on or before the Closing Date any one or
more of


                                      -83-
<PAGE>

those employees of RTMRG or Triarc or their controlled Affiliates (as
specifically requested by the RTM Representatives) who prior to the Closing were
involved in the preparation of Tax Returns or the conduct of Contests or other
Tax proceedings for the benefit of the RTM Parties; PROVIDED, that neither
Triarc nor any of its controlled Affiliates shall have any obligation to
continue the employment of any employees; and PROVIDED, FURTHER, neither Triarc
nor any of its controlled Affiliates shall have any Liability to the RTM
Representatives for the acts or omissions of its employees under this Section
8.03(c). The parties agree that nothing in this Section 8.03(c) shall require
any of Triarc or its Affiliates to undertake any action that could unreasonably
interfere with, or otherwise cause an undue burden on, the activities of Triarc
or its Subsidiaries. The RTM Representatives shall reimburse Triarc for Triarc's
or its controlled Affiliates' reasonable costs, including allocated direct and
indirect costs, in satisfying its obligations under this Section 8.03(c) with
respect to the RTM Representatives. Any information obtained under this Section
8.03(c) shall be kept confidential, except as may be otherwise necessary in
connection with the filing of Tax Returns or in the conduct of a Contest or
other Tax proceeding.

         (d)    Triarc and its Subsidiaries shall (i) properly retain and
maintain the Tax and accounting records of RTMRG and its Subsidiaries that are
in its possession after the Closing Date and that relate to Pre-Closing Taxable
Periods for seven years and shall thereafter provide the RTM Representatives
with written notice prior to any destruction, abandonment or disposition of all
or any portions of such records of RTMRG and its Subsidiaries, (ii) transfer
such records to the RTM Representatives upon their written request prior to any
such destruction, abandonment or disposition and (iii) allow the RTM
Representatives and their Representatives, at times and dates reasonably and
mutually acceptable to the parties, to from time to time inspect and review such
records as the RTM Representatives may deem necessary or appropriate; PROVIDED,
HOWEVER, that in all cases, such activities are to be conducted by the RTM
Representatives during normal business hours and, in the case of activities
conducted by or on behalf of the RTM Representatives, at the RTM
Representatives' sole expense and, in the case of activities conducted by or on
behalf of Triarc, at Triarc's sole expense. Any information obtained under this
Section 8.03(d) shall be kept confidential, except as may be otherwise necessary
in connection with the filing of Tax Returns or in the conduct of a Contest or
other Tax proceeding.

         Section 8.04   PREPARATION OF TAX RETURNS AND PAYMENT OF TAXES.

         (a)    Triarc shall prepare (or cause to be prepared), and timely file
all Tax Returns of RTMRG or any of its Subsidiaries that are required to be
filed with any Governmental Entity after the Closing Date relating to any
taxable periods (or portions thereof) ending on or before the Closing Date
("PRE-CLOSING TAXABLE PERIODS"). With respect to any such Tax Returns filed with
respect to a Pre-Closing Taxable Period, the RTMRG Shareholders or the RTMRG
Principal Shareholders (as the case may be) shall be responsible for the
Pre-Closing Taxes due in respect of such Tax Returns for RTMRG and its
Subsidiaries ("PRE-CLOSING RTMRG RETURNS"), to the extent that the aggregate
amount of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the
amount of Taxes that are specifically identified as current liabilities
(excluding any reserve for


                                      -84-
<PAGE>

deferred taxes established to reflect timing differences between book and Tax
income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section
8.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax
Returns. Triarc shall notify the RTM Representatives of any amounts due from the
RTMRG Shareholders or the RTMRG Principal Shareholders in respect of any such
Tax Return no later than ten Business Days prior to the date on which such Tax
Return is due, and the RTMRG Shareholders or the RTMRG Principal Shareholders
shall remit such payment to Triarc no later than five Business Days prior to the
date such Tax Return is due.

         (b)    In the case of any Pre-Closing RTMRG Returns, Triarc shall
prepare (or cause to be prepared) such Tax Return in a manner consistent with
past practice, except as otherwise required by a change in law or a good faith
resolution of a contest, and shall deliver any such Tax Return to the RTM
Representatives for their review at least 30 days prior to the date such Tax
Return is required to be filed. If the RTM Representatives dispute any item on
such Tax Return, they shall notify Triarc of such disputed item (or items) and
the basis for its objection. The parties shall act in good faith to resolve any
such dispute prior to the date on which the relevant Tax Return is required to
be filed. If the parties cannot resolve any disputed item, the item in question
shall be resolved by the Independent Accountants. The fees and expenses of the
Independent Accountants shall be borne equally by Triarc and the RTM
Representatives.

         (c)    With respect to Tax Returns that are required to be filed by or
with respect to the RTMRG or any of its Subsidiaries for a period that begins
before and ends after the Closing Date ("STRADDLE RETURNS"), such Straddle
Returns shall be prepared in a manner consistent with past practice (except as
otherwise required by a change in law or a good faith resolution of a contest),
and the RTMRG Shareholders or the RTMRG Principal Shareholders (as the case may
be) shall be responsible for the Pre-Closing Taxes due in respect of such
Straddle Returns in excess of the amount of such Taxes which are specifically
identified as current liabilities (excluding any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) on the
RTM Closing Balance Sheet. Triarc shall notify the RTM Representatives of any
amounts due from the RTMRG Shareholders or the RTMRG Principal Shareholders (as
the case may be) in respect of any Straddle Return no later than ten Business
Days prior to the date on which such Straddle Return is due, and the RTMRG
Shareholders or the RTMRG Principal Shareholders (as the case may be) shall
remit such payment to Triarc no later than five Business Days prior to the date
such Straddle Return is due. Triarc shall deliver any Straddle Return to the RTM
Representatives for their review at least 30 days prior to the date on which
such Tax Return is required to be filed. If the RTM Representatives dispute any
item on such Tax Return, they shall notify Triarc of such disputed item (or
items) and the basis for their objection. The parties shall act in good faith to
resolve any such dispute prior to the date on which the relevant Tax Return is
required to be filed. If the parties cannot resolve any disputed item, the item
in question shall be resolved by the Independent Accountants. The fees and
expenses of the Independent Accountants shall be borne equally by Triarc and the
RTM Representatives.

         (d)    Neither Triarc nor any of its Affiliates shall (or shall cause
or permit any of their Subsidiaries to) amend, refile or otherwise modify any
Tax Return


                                      -85-
<PAGE>

relating in whole or in part to RTMRG or any of its Subsidiaries with respect to
any Pre-Closing Taxable Period without the written consent of the RTM
Representatives, which consent shall not be unreasonably withheld, conditioned
or delayed.

         Section 8.05   STRADDLE PERIODS. For purposes of this Agreement, in
the case of any Taxes of RTMRG or any of its Subsidiaries that are payable with
respect to any tax period that begins before and ends after the Closing Date (a
"STRADDLE PERIOD"), the portion of any such Taxes that constitutes Pre-Closing
Taxes shall: (i) in the case of Taxes that are either (x) based upon or related
to income or receipts, or (y) imposed in connection with any sale, transfer or
assignment or any deemed sale, transfer or assignment of property (real or
personal, tangible or intangible), be deemed equal to the amount that would be
payable if the tax year or period ended on the Closing Date; and (ii) in the
case of Taxes (other than those described in clause (i) above) that are imposed
on a periodic basis with respect to the business or assets of RTMRG or any of
its Subsidiaries or otherwise measured by the level of any item, be deemed to be
the amount of such Taxes for the entire Straddle Period (or, in the case of such
Taxes determined on an arrears basis, the amount of such Taxes for the
immediately preceding Tax period) multiplied by a fraction the numerator of
which is the number of calendar days in the portion of the Straddle Period
ending on the Closing Date and the denominator of which is the number of
calendar days in the entire Straddle Period. For purposes of clause (i) of the
preceding sentence, any exemption, deduction, credit or other item (including,
without limitation, the effect of any graduated rates of tax) that is calculated
on an annual basis shall be allocated to the portion of the Straddle Period
ending on the Closing Date on a pro rata basis determined by multiplying the
total amount of such item allocated to the Straddle Period times a fraction, the
numerator of which is the number of calendar days in the portion of the Straddle
Period ending on the Closing Date and the denominator of which is the number of
calendar days in the entire Straddle Period. In the case of any Tax based upon
or measured by capital (including net worth or long-term debt) or intangibles,
any amount thereof required to be allocated under this Section 8.05 shall be
computed by reference to the level of such items on the Closing Date. The
parties hereto will, to the extent permitted by applicable Law, elect with the
relevant Governmental Entity to treat a portion of any Straddle Period as a
short taxable period ending as of the close of business on the Closing Date.

         Section 8.06   REFUNDS.

         (a)    The RTMRG Shareholders shall be entitled to all credits and
refunds (including interest received thereon) in respect of any Pre-Closing
Taxable Period relating to RTMRG or any of its Subsidiaries. All credits and
refunds (including interest received thereon) in respect of any Straddle Period
shall be equitably apportioned between the RTMRG Shareholders pursuant to the
principles set forth in Section 8.05. Triarc shall cause each such refund to
which the RTMRG Shareholders are entitled to be paid to the RTMRG Shareholders
promptly following its receipt.

         (b)    Except as provided in Section 8.06(a), Triarc and its
Subsidiaries shall be entitled to all credits and refunds (including interest
received thereon) in respect of any Taxes of Triarc, RTMRG and their
Subsidiaries.


                                      -86-
<PAGE>

         Section 8.07   CONVEYANCE TAXES. ARG shall pay all sales, use, value
added, transfer, stamp, registration, documentary, excise, real property
transfer or gains, or similar Taxes ("TRANSFER TAXES") incurred solely as a
result of the consummation of the Mergers; and RTMRG and ARG agree to jointly
file all required change of ownership and similar statements.

         Section 8.08   TERMINATION OF TAX SHARING AGREEMENTS. Any and all
Tax Sharing Agreements between RTMRG and its Subsidiaries, on the one hand, and
the RTMRG Shareholders and their Affiliates, on the other hand, shall be
terminated as to RTMRG and its Subsidiaries as of the Closing Date, and RTMRG
and its Subsidiaries shall not be obligated to make any payment pursuant to any
such Tax Sharing Agreement for any past or future period.

         Section 8.09   CARRYBACKS. Following the Closing Date, RTMRG and its
Subsidiaries shall, to the extent permissible under applicable Laws, waive the
right to carryback any Tax losses, credits or similar items attributable to such
Person from a taxable period (or portion thereof) beginning after the Closing
Date to a Pre-Closing Taxable Period.

         Section 8.10   TAX TREATMENT. So long as the amendment contemplated by
Section 8.13 shall have been made prior to the Closing Date and the Allocation
Requirement is satisfied, Triarc and the RTMRG Shareholders shall file, and
shall cause their respective Affiliates to file, all Federal income Tax Returns
in a manner consistent with the Purchase Price Allocation, and shall 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. The RTMRG Shareholders shall file, and shall cause their
respective Affiliates to file, all Federal income Tax Returns in a manner
consistent with the Expected Tax Treatment, and shall 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.

         Section 8.11   RTMRG "EXCESS LOSS ACCOUNTS".

         (a)    On or prior to the Closing, RTMRG shall, and shall cause each of
its Subsidiaries to, make a capital contribution with respect to the capital
stock of any Subsidiary of RTMRG for which an "excess loss account" (within the
meaning of Treasury Regulation ss. 1.1502-19) exists ("ELA SUBSIDIARY") of any
intercompany note, receivable or other obligation owned by RTMRG or any of its
Subsidiaries with respect to which such ELA Subsidiary is the obligor, each as
set forth on Section 8.11(a) of RTMRG Disclosure Letter.

         (b)    After the Closing, Triarc may, at its option, make a capital
contribution or cause any of its Subsidiaries (including any of RTMRG and its
Subsidiaries) to, make a capital contribution with respect to the stock of any
ELA Subsidiary in the amounts set forth on Section 8.11(b) of the RTMRG
Disclosure Letter (such contributions, as adjusted under the immediately
following sentence, the "TRIARC ELA CONTRIBUTIONS"). Prior to the Closing Date,
the RTMRG Representatives shall


                                      -87-
<PAGE>

deliver to Triarc a written confirmation of, or revision to, Section 8.11(b) of
the RTMRG Disclosure Letter which shall set forth the capital contributions
(other than any contributions contemplated by Section 8.11(a)) which, if made,
would eliminate all "excess loss account" (within the meaning of Treasury
Regulation ss. 1.1502-19) amounts with respect to each ELA Subsidiary as of the
Closing Date; and (x) the amount of such capital contributions with respect to
each ELA Subsidiary shall not be materially greater than the amounts set forth
on Section 8.11(b) of the RTMRG Disclosure Letter delivered pursuant to the
immediately preceding sentence, (y) the amount of such capital contributions
with respect to each ELA Subsidiary shall be less than the amount of outstanding
third-party indebtedness for such ELA Subsidiary which could be prepaid on the
Closing Date, and (z) the amount of any penalty related to the prepayment of any
such outstanding third-party indebtedness shall not differ materially from the
amount of such penalty set forth on Section 5.13(o) of the RTMRG Disclosure
Schedule.

         Section 8.12   TRIARC TAX SHARING AGREEMENT. If the Triarc B-2 Election
shall have been made, Triarc shall enter into a Tax Sharing Agreement with ARG
and its Subsidiaries with terms generally consistent with the terms set forth in
the T/A Tax Sharing Agreement and with effect from and after the Closing Date,
except as otherwise required in connection with the Debt Financing.

         Section 8.13   RTMAC MANAGEMENT AGREEMENT. Prior to the Closing Date,
RTMAC shall amend any management contract or similar arrangements with RTMRG and
its Subsidiaries to provide payment by RTMAC of $3 million per annum of costs
and expenses related to capital leases of RTMAC and its Subsidiaries, and a
management fee payable by RTMRG and its Subsidiaries to RTMAC in an amount of $8
million per annum.


                                   ARTICLE IX

                              CONDITIONS TO CLOSING

         Section 9.01   CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGERS. The respective obligation of each party to this Agreement to effect the
Mergers is subject to the satisfaction or waiver by Triarc and RTMRG on or prior
to the Closing Date of each of the following conditions:

         (a)    ANTITRUST. The waiting period applicable to the consummation of
the transactions contemplated by this Agreement and the Ancillary Agreements
under the HSR Act shall have expired or been terminated.

         (b)    CONSENTS. All material consents, approvals and other
authorizations of any Governmental Entity required to consummate the Mergers and
the other transactions contemplated by this Agreement and the Ancillary
Agreements (other than the filing of the First Certificate of Merger with the
Secretary of State of the State of Georgia and the Second Certificate of Merger
with the Secretaries of State of the States of Delaware and Georgia) shall have
been obtained.


                                      -88-
<PAGE>

         (c)    NO INJUNCTIONS OR RESTRAINTS. No Governmental Entity shall have
enacted, issued, promulgated, enforced or entered any Laws or Orders (whether
temporary, preliminary or permanent) that (i) restrain, enjoin or otherwise
prohibit consummation of the transactions contemplated by this Agreement or the
Ancillary Agreements or (ii) could reasonably be expected to have a Triarc
Material Adverse Effect (if the Triarc B-1 Election shall have been made), an
ARG Material Adverse Effect (if the Triarc B-2 Election shall have been made) or
an RTMRG Material Adverse Effect. No Governmental Entity shall have instituted
any proceeding seeking any such Orders.

         (d)    RTMAC PURCHASE. The RTMAC Purchase shall be consummated
simultaneously with the First Merger.

         (e)    RTMMC PURCHASE. The RTMMC Purchase shall be consummated
simultaneously with the First Merger.

         Section 9.02   CONDITIONS TO OBLIGATIONS OF THE TRIARC PARTIES TO
EFFECT THE MERGERS. The obligations of the Triarc Parties to effect the Mergers
are also subject to the satisfaction or waiver by Triarc (in its sole
discretion) on or prior to the Closing Date of the following conditions:

         (a)    REPRESENTATIONS AND WARRANTIES. Other than the representations
and warranties of RTMRG contained in Section 5.01 (the first sentence only),
Section 5.02, Section 5.03(a), Section 5.03(b) (the first and second sentences
only), Section 5.04(b), Section 5.07(c) (the penultimate sentence only) and
Section 5.08, the representations and warranties of RTMRG contained in this
Agreement (as such representations and warranties would read if all limitations
or qualifications therein as to materiality or RTMRG Material Adverse Effect (or
similar concept) were deleted therefrom) shall be true and correct in all
respects as of the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on and as of the Closing Date (except
for any representations and warranties made as of a specific date, the accuracy
of which shall be determined by reference to such specific date), unless the
failure or failures of such representations and warranties to be so true and
correct in all respects has not had and would not reasonably be expected to
have, individually or in the aggregate, an RTMRG Material Adverse Effect. The
representations and warranties of RTMRG contained in Section 5.01 (the first
sentence only), Section 5.02, Section 5.03(a), Section 5.03(b) (the first and
second sentences only), Section 5.04(b), Section 5.07(c) (the penultimate
sentence only) and Section 5.08 shall be true and correct in all respects as of
the date of this Agreement and shall be true and correct in all respects as of
the Closing Date as if made on and as of the Closing Date (except for any such
representations and warranties made as of a specific date, the accuracy of which
shall be determined by reference to such specific date).

         (b)    PERFORMANCE OF OBLIGATIONS. RTMRG shall have performed in all
material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing Date.


                                      -89-
<PAGE>

         (c)    RTM MATERIAL ADVERSE EFFECT. Since the date of this Agreement,
there shall not have occurred any event, and there shall not exist any condition
or set of circumstances, that has had or could reasonably be expected to have,
individually or in the aggregate, an RTM Material Adverse Effect.

         (d)    CERTIFICATE. Triarc shall have received a certificate, signed by
the RTM Representatives, certifying as to the matters set forth in Section
9.02(a), Section 9.02(b) and Section 9.02(c).

         (e)    CONSENTS UNDER AGREEMENTS. RTMRG shall have obtained the
consent, approval, waiver or other authorization of each Person, if any, listed
on Section 9.02(e) of the RTMRG Disclosure Letter.

         (f)    DEBT FINANCING. ARG shall have received the amount of funds set
forth in the Debt Financing Documents as a result of funding thereunder or as a
result of funding from one or more alternative sources of financing on terms not
less favorable, in the aggregate, to ARG than the terms set forth in the Debt
Financing Documents.

         (g)    DISSENTING RTMRG SHAREHOLDERS. RTMRG Shareholders representing
not more than 2% of the outstanding shares of RTMRG Common Stock shall have
dissented or exercised appraisal rights under the GBCC.

         (h)    ESCROW AGREEMENT. Triarc shall have received a duly executed
copy of the Escrow Agreement from each of the RTMRG Principal Shareholders, each
of the RTMAC Sellers, RTMMC, each of the RTMMC Members, each of the RTM
Representatives and the Escrow Agent.

         (i)    RTMRG RELATED PARTY ARRANGEMENTS. Triarc shall have received
reasonably satisfactory evidence of the termination, cancellation and repayment
or settlement in full prior to or in connection with the Closing of each RTMRG
Related Party Arrangement, including the repayment of any Indebtedness or
obligation owed by an RTM Related Entity or a shareholder, member, officer or
director of an RTM Party or any of its Subsidiaries to RTMRG or any of its
Subsidiaries, including those included in the RTMRG Shareholders Obligations
Amount (other than as set forth in Section 9.02(i) of the RTMRG Disclosure
Letter; PROVIDED THAT with respect to the RTMRG Shareholders Obligations Amounts
reflected therein as remaining outstanding following the Closing, the applicable
RTMRG Shareholder shall have executed and delivered to RTMRG an amended
promissory note secured by the pledge of all shares of Triarc Class B-1 Common
Stock or Triarc Class B-2 Common Stock received by such shareholder in the
Mergers, all in form and substance reasonably satisfactory to Triarc), and the
termination or cancellation of the Winners Letters of Credit.

         (j)    ARRANGEMENTS WITH RTMRG EMPLOYEES. ARG or its Subsidiaries
shall have entered into employment agreements with each of the individuals
listed in Section 9.02(j) of the Triarc Disclosure Letter as of the date hereof
on terms agreed to by ARG and such individuals prior to the date hereof.


                                      -90-
<PAGE>

         (k)    CERTAIN OFFICER RESIGNATIONS. Each of the officers of RTMRG
and its Subsidiaries listed in Section 9.02(k) of the Triarc Disclosure Letter
shall have tendered his resignation, effective as of the Closing, without any
Liability after the Closing to RTMRG, Triarc or any of its Affiliates (other
than rights under or provided for in this Agreement, the RTMAC Purchase
Agreement or the RTMMC Purchase Agreement and, to the extent included as current
liabilities in the RTM Estimated Net Liabilities or the RTM Closing Net
Liabilities, unpaid salary and bonus and unreimbursed business expenses incurred
in the ordinary course of business consistent with past practice).

         (l)    RTMMC AND RTMAC PURCHASE. The RTMAC Aggregate Purchase Price,
and any amounts treated as an adjustment to the RTMAC Aggregate Purchase Price
pursuant to Section 10.08 of the RTMAC Purchase Agreement, shall not cause the
aggregate amount allocated to the assets of RTMAC to be other than an amount
within the RTMAC Asset Range, and the sum of the RTMMC Aggregate Purchase Price,
and any amounts treated as an adjustment to the RTMMC Aggregate Purchase Price
pursuant to Section 10.08 of the RTMMC Purchase Agreement, and the RTMMC Assumed
Liabilities will not be other than an amount within the RTMMC Asset Range (the
"ALLOCATION REQUIREMENT").

         (m)    2005 RTM AUDITED FINANCIALS. If the Closing is to occur on or
after the date that is 90 days after May 29, 2005, RTMRG shall have delivered to
Triarc the 2005 RTM Audited Financials.

         Section 9.03   CONDITIONS TO OBLIGATION OF RTMRG TO EFFECT THE MERGERS.
The obligation of RTMRG to effect the Mergers is also subject to the
satisfaction or waiver by RTMRG (in its sole discretion) on or prior to the
Closing Date of the following conditions:

         (a)    REPRESENTATIONS AND WARRANTIES.

                (i)     If the Triarc B-1 Election shall have been made, then
(A) other than the representations and warranties of the Triarc Parties
contained in Section 4.01 (the first sentence only), Section 4.02, Section 4.03
(other than paragraph (e) thereof), Section 4.08 and Section 4.13, the
representations and warranties of the Triarc Parties contained in Article IV (as
such representations and warranties would read if all limitations or
qualifications therein as to materiality or Triarc Material Adverse Effect (or
similar concept) were deleted therefrom) shall be true and correct in all
respects as of the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on and as of the Closing Date (except
for any such representations and warranties made as of a specific date, the
accuracy of which shall be determined by reference to such specific date),
unless the failure or failures to be so true and correct in all respects has not
had and would not reasonably be expected to have, individually or in the
aggregate, an Triarc Material Adverse Effect, and (B) the representations and
warranties of the Triarc Parties contained in Section 4.01 (the first sentence
only), Section 4.02, Section 4.03 (other than paragraph (e) thereof), Section
4.08 and Section 4.13 shall be true and correct in all respects as of the date
of this Agreement and


                                      -91-
<PAGE>

shall be true and correct in all respects as of the Closing Date as if made on
and as of the Closing Date (except for any such representations and warranties
made as of a specific date, the accuracy of which shall be determined by
reference to such specific date).

                (ii)    If the Triarc B-2 Election shall have been made, then
(A) other than the representations and warranties of the Triarc Parties
contained in Section 3.01 (the first sentence only), Section 3.02, Section 3.03
(other than paragraph (e) thereof), Section 3.04(b), Section 3.08 and Section
3.13(m)-(n), the representations and warranties of the Triarc Parties contained
in Article III (as such representations and warranties would read if all
limitations or qualifications therein as to materiality or ARG Material Adverse
Effect (or similar concept) were deleted therefrom) shall be true and correct in
all respects as of the date of this Agreement and shall be true and correct in
all respects as of the Closing Date as if made on and as of the Closing Date
(except for any such representations and warranties made as of a specific date,
the accuracy of which shall be determined by reference to such specific date),
unless the failure or failures to be so true and correct in all respects has not
had and would not reasonably be expected to have, individually or in the
aggregate, an ARG Material Adverse Effect, and (B) the representations and
warranties of the Triarc Parties contained in Section 3.01 (the first sentence
only), Section 3.02, Section 3.03 (other than paragraph (e) thereof), Section
3.04(b), Section 3.08 and Section 3.13(m)-(n) shall be true and correct in all
respects as of the date of this Agreement and shall be true and correct in all
respects as of the Closing Date as if made on and as of the Closing Date (except
for any such representations and warranties made as of a specific date, the
accuracy of which shall be determined by reference to such specific date).

         (b)    PERFORMANCE OF OBLIGATIONS. The Triarc Parties shall have
performed in all material respects all obligations required to be performed by
them under this Agreement at or prior to the Closing Date.

         (c)    TRIARC/ARG MATERIAL ADVERSE EFFECT. Since the date of this
Agreement, there shall not have occurred any event, and there shall not exist
any condition or set of circumstances, that has had or could reasonably be
expected to have, individually or in the aggregate, (i) a Triarc Material
Adverse Effect (if the Triarc B-1 Election shall have been made) or (ii) an ARG
Material Adverse Effect (if the Triarc B-2 Election shall have been made).

         (d)    OFFICER'S CERTIFICATE. RTMRG shall have received a certificate,
signed on behalf of Triarc by the chief executive officer or chief financial
officer of Triarc, certifying as to the matters set forth in Section 9.03(a),
Section 9.03(b) and Section 9.03(c).

         (e)    CONSENTS UNDER AGREEMENTS. Triarc shall have obtained the
consent, approval, waiver or other authorization of each Person, if any, listed
on Section 9.03(e) of the Triarc Disclosure Letter.


                                      -92-
<PAGE>

         (f)    CERTIFICATE OF DESIGNATION. If the Triarc B-2 Election shall
have been made, Triarc shall have filed the Certificate of Designation with the
Secretary of State of the State of Delaware.

         (g)    ESCROW AGREEMENT. The RTM Representatives shall have received
a duly executed copy of the Escrow Agreement from each of Triarc and the Escrow
Agent.

         (h)    MANAGEMENT SERVICES AGREEMENT. The applicable Mrs. Winners
Obligors shall have received a duly executed copy of the Management Services
Agreement from ARG.

         (i)    REGISTRATION RIGHTS AGREEMENT. The RTM Representatives shall
have received a duly executed copy of the Registration Rights Agreement from
Triarc.

         (j)    REPAYMENT OF CERTAIN INDEBTEDNESS. All Indebtedness described
in Section 7.16 of the RTMRG Disclosure Letter shall have been repaid in full
and the RTM Representatives shall have received evidence of the repayment of
such Indebtedness and of the release and termination of any Liens and guarantees
relating to such Indebtedness, other than any such Indebtedness which by its
terms is not permitted to be prepaid at the Closing (or would require
irrevocable notice to be delivered prior to the Closing in order to permit
prepayment at the Closing).

         (k)    ARBY'S OWNERSHIP. Triarc shall not have sold, transferred,
conveyed or otherwise disposed of, directly or indirectly, all or a substantial
part of the equity interests or assets of ARG and its Subsidiaries, taken as a
whole, and shall not have entered into a definitive agreement to sell, transfer,
convey or otherwise dispose of, directly or indirectly, all or a substantial
part of the equity interests or assets of ARG and its Subsidiaries.

         (l)    TAX TREATMENT. Triarc shall have agreed to 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.

         Section 9.04   FRUSTRATION OF CLOSING CONDITIONS. None of the parties
to this Agreement may rely on the failure of any condition set forth in this
Article IX to be satisfied if such failure was caused by such party's failure to
use commercially reasonable efforts to consummate the Mergers and the other
transactions contemplated by this Agreement and the Ancillary Agreements.

         Section 9.05   TAX TREATMENT. In the event there is a failure of the
condition set forth in Section 9.03(l), the parties hereto, each acting in good
faith, shall attempt to agree on appropriate amendments to this Agreement so
that the condition set forth in Section 9.03(l) is satisfied.


                                      -93-
<PAGE>

         Section 9.06   RTMMC AND RTMAC PURCHASE. In the event there is a
failure of the condition set forth in Section 9.02(l), the parties hereto, each
acting in good faith, shall attempt to agree on such arrangements so that the
condition set forth in Section 9.02(l) is satisfied.


                                   ARTICLE X

                        TERMINATION, AMENDMENT AND WAIVER

         Section 10.01  GROUNDS FOR TERMINATION.  This Agreement may be
terminated at any time prior to the Closing:

         (a)    by mutual written consent of Triarc and RTMRG;

         (b)    by either Triarc or RTMRG:

                (i)     if the Mergers have not been consummated by November
15, 2005, except that the right to terminate this Agreement under this clause
(b)(i) shall not be available to any party to this Agreement whose failure to
fulfill any of its obligations has been a principal cause of, or resulted in,
the failure to consummate the Mergers by such date;

                (ii)    if any Law prohibits consummation of the Mergers, the
RTMAC Purchase or the RTMMC Purchase; or

                (iii)   if any Order restrains, enjoins or otherwise prohibits
consummation of the Mergers, the RTMAC Purchase or the RTMMC Purchase, and such
Order has become final and nonappealable;

         (c)    by Triarc, if RTMRG breaches any of its representations,
warranties, covenants or agreements contained in this Agreement, which breach
(i) would give rise to the failure of a condition set forth in Section 9.02(a),
Section 9.02(b) or Section 9.02(c) and (ii) has not been cured by RTMRG within
20 Business Days after RTMRG's receipt of written notice of such breach from
Triarc; or

         (d)    by RTMRG, if any of the Triarc Parties breaches any of its
representations, warranties, covenants or agreements contained in this
Agreement, which breach (i) would give rise to the failure of a condition set
forth in Section 9.03(a), Section 9.03(b) or Section 9.03(c) and (ii) has not
been cured by such Triarc Party within 20 Business Days after Triarc's receipt
of written notice of such breach from RTMRG.

         Section 10.02  EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 10.01, it shall become void and of no further force and
effect, with no Liability on the part of any party to this Agreement (or any
stockholder, member, director, officer, employee, agent or representative of
such party), except that if such termination results from the willful (a)
failure of any party to perform its obligations or (b) breach by any party of
its representations or warranties contained in this Agreement, then such party
shall be fully liable for any Liabilities incurred or suffered by the other


                                      -94-
<PAGE>

parties as a result of such failure or breach. The provisions of this Section
10.02 and Article XII shall survive any termination of this Agreement.

         Section 10.03  AMENDMENT. This Agreement may be amended by the parties
to this Agreement at any time, so long as no amendment that requires shareholder
approval under applicable Laws shall be made without such required approval.
This Agreement may not be amended except by an instrument in writing signed by
each of the parties to this Agreement.

         Section 10.04  EXTENSION; WAIVER. The Triarc Parties, on the one hand,
and RTMRG, on the other hand, may (a) extend the time for the performance of any
of the obligations of the other party, (b) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or
in any document delivered under this Agreement or (c) subject to applicable
Laws, waive compliance with any of the covenants or conditions contained in this
Agreement. Any agreement on the part of a party to any extension or waiver shall
be valid only if set forth in an instrument in writing signed by such party. The
failure of any part to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.


                                   ARTICLE XI

                            SURVIVAL; INDEMNIFICATION

         Section 11.01  SURVIVAL.

         (a)    The express representations and warranties of each party set
forth in this Agreement constitute the sole and exclusive obligation or duty of
such party to the other party with respect to the disclosure of material facts
relating to the transactions contemplated by this Agreement, and each of the
parties, in deciding whether to enter into this Agreement and to consummate the
transactions contemplated hereby, is not relying on any general obligation to
disclose imposed by applicable Laws. All such representations, warranties,
covenants and agreements shall survive the execution and delivery of this
Agreement and the Closing. All representations and warranties contained in this
Agreement shall terminate and expire 18 months after the Closing Date; PROVIDED,
HOWEVER, that Claims asserted in good faith with reasonable specificity (to the
extent known at such time)and in writing by notice from either party to the
breaching party prior to such date shall not thereafter be barred by the
expiration of the relevant representation or warranty to the extent that it
relates to such Claims; PROVIDED, FURTHER, that, subject to Section 11.01(b),
the representations and warranties contained in (a) Section 3.16 and Section
5.16 shall terminate and expire three years after the Closing Date; (b) Section
3.01 (first sentence only), Section 3.02, Section 3.03 (other than paragraph (e)
thereof), Section 3.04(b), Section 3.29, Section 4.01 (first sentence only),
Section 4.02, Section 4.03 (other than paragraph (e) thereof), Section 4.12,
Section 5.01 (first sentence only), Section 5.02, Section 5.03(a), Section
5.03(b) (first and second sentences only), Section 5.04(b) and Section 5.27
shall survive without limitation; and (c) Section 3.13, Section 3.14, Section
4.13, Section 5.13 and Section 5.14 shall terminate and expire on the date which
is 90 days after the date upon which the Liability to which any claim


                                      -95-
<PAGE>

based upon, arising out of or otherwise in respect of any inaccuracy or breach
of any such representation or warranty may relate is barred by all applicable
statutes of limitations (including all periods of extension, whether automatic
or permissive). Except as otherwise expressly provided in this Agreement, the
covenants and agreements contained in this Agreement shall survive the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.

         (b)    NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, (I) IF THE TRIARC B-1 ELECTION SHALL HAVE BEEN MADE, THEN THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III (AND THE CORRESPONDING
PORTIONS OF THE TRIARC DISCLOSURE LETTER) SHALL AUTOMATICALLY AND IMMEDIATELY
TERMINATE AND EXPIRE AT THE TIME OF SUCH TRIARC B-1 ELECTION AND BE OF NO
FURTHER FORCE AND EFFECT FOR ANY PURPOSE OF THIS AGREEMENT OR OTHERWISE, (II) IF
THE TRIARC B-2 ELECTION SHALL HAVE BEEN MADE AND THE TRIGGER EVENT SHALL HAVE
OCCURRED, THEN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV (AND
THE CORRESPONDING PORTIONS OF THE TRIARC DISCLOSURE LETTER) SHALL AUTOMATICALLY
AND IMMEDIATELY TERMINATE AND EXPIRE AT THE TIME OF THE TRIGGER EVENT AND BE OF
NO FURTHER FORCE AND EFFECT FOR ANY PURPOSE OF THIS AGREEMENT OR OTHERWISE, AND
(III) IF THE TRIARC B-2 ELECTION SHALL HAVE BEEN MADE AND THE SHARES OF TRIARC
CLASS B-2 COMMON STOCK ARE CONVERTED INTO SHARES OF TRIARC CLASS B-1 COMMON
STOCK ON JANUARY 3, 2006 BECAUSE THE TRIGGER EVENT HAS NOT OCCURRED OR PRIOR TO
JANUARY 3, 2006 BECAUSE AN ADVERSE BOARD DETERMINATION SHALL HAVE BEEN MADE,
THEN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III (AND THE
CORRESPONDING PORTIONS OF THE TRIARC DISCLOSURE LETTER) SHALL AUTOMATICALLY AND
IMMEDIATELY TERMINATE AND EXPIRE AT THE TIME OF SUCH CONVERSION AND BE OF NO
FURTHER FORCE AND EFFECT FOR ANY PURPOSE OF THIS AGREEMENT OR OTHERWISE.

         Section 11.02  OBLIGATION OF TRIARC TO INDEMNIFY. Subject to the
limitations contained in this Article XI, from and after (a) the Closing, if the
Triarc B-1 Election shall have been made or (b) if the Triarc B-2 Election shall
have been made, the earliest of (x) the Trigger Event, (y) January 3, 2006 and
(z) the date of an Adverse Board Determination, Triarc agrees to indemnify,
defend and hold harmless each RTMRG Shareholder and its Representatives,
successors and assigns (collectively, the "RTMRG INDEMNIFIED PARTIES") from and
against all Losses based upon or arising from:

         (a)    any breach of or inaccuracy in any representation or warranty
of any Triarc Party contained in this Agreement that, in accordance with Section
11.01(b), is surviving at such time or in the certificate delivered by Triarc
pursuant to Section 9.03(d), as of the date such representation or warranty was
made or as if such representation or warranty were made on and as of the Closing
Date (except for representations and warranties that expressly relate to a
specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date); PROVIDED, that, in the case of any Losses
arising from any breach of or inaccuracy in any representation or warranty
contained in Section 3.13, indemnification under this Section 11.02(a) shall be
limited to Losses attributable to Taxes in excess of the amount of Taxes which
are specifically identified as current liabilities on the ARG Closing Balance
Sheet;


                                      -96-
<PAGE>

         (b)    any breach of any covenant or agreement of any Triarc Party
contained in this Agreement;

         (c)    if the Triarc B-2 Election shall have been made and the shares
of Triarc Class B-2 Common Stock are converted into shares of Triarc Class B-1
Common Stock upon the occurrence of the Trigger Event, any Liability of Triarc
or any of its Subsidiaries to the extent arising out of or relating to the
business, operations, properties or assets of Triarc and its Subsidiaries other
than the quick-service restaurant business and costs and expenses related to
maintaining Triarc as a public company (an "UNRELATED LIABILITY"), except any
Losses arising out of (x) Taxes of Triarc or its Subsidiaries related to the
Trigger Event or Triarc's interest in AmeriGas Eagle Propane, L.P. (the
successor to National Propane L.P.) (or the disposition of such interest), or
(y) state Taxes of Triarc or its Subsidiaries related to Triarc's interest in
Snapple Beverage Group, Inc., Royal Crown Company, Inc. and their Subsidiaries
(or the disposition of such interest) (collectively, the "EXCLUDED UNRELATED
TAXES"); or

         (d)    enforcing the indemnification provided for in this Section
11.02, but only if a court of competent jurisdiction determines in a final,
nonappealable judgment that such RTMRG Indemnified Party is entitled to
indemnification under Section 11.02(a), Section 11.02(b) or Section 11.02(c), as
applicable.

         Section 11.03  MATTERS PERTAINING TO INDEMNIFICATION BY TRIARC. The
indemnification provided for in Section 11.02 shall be subject to the following
limitations:

         (a)    The amount of indemnifiable Losses of an RTMRG Indemnified
Party under Sections 11.02(a) or 11.02(c) shall be measured based on the actual
Losses, if any, suffered by such RTMRG Indemnified Party upon the sale, transfer
or other disposition to an unaffiliated third party of shares included in the
Aggregate Share Consideration or issued upon conversion of such shares and not
based on asserted and unrealized diminutions in value thereof.

         (b)    Triarc shall not be obligated to pay any amounts in respect of
indemnification obligations under Section 11.02(a), except those based upon or
arising from Section 3.01 (first sentence only), Section 3.02, Section 3.03
(other than paragraph (e) thereof), Section 3.04(b), Section 3.07(c) (the second
sentence only), Section 3.13, Section 3.14, Section 3.29, Section 4.01 (first
sentence only), Section 4.02, Section 4.03 (other than paragraph (e) thereof)
and Section 4.13 (the "TRIARC BASKET EXCLUSIONS"), or Section 11.02(c), until
the aggregate amounts for indemnification in respect of indemnification
obligations under such Sections, except those based upon or arising from the
Triarc Basket Exclusions, equals (x) if the Triarc B-1 Election shall have been
made or if the Triarc B-2 Election shall have been made and the shares of Triarc
Class B-2 Common Stock are converted into shares of Triarc Class B-1 Common
Stock on January 3, 2006 because the Trigger Event has not occurred or before
January 3, 2006 because an Adverse Board Determination shall have been made, $6
million, or (y) if the Triarc B-2 Election shall have been made and the shares
of Triarc Class B-2 Common Stock are converted into shares of Triarc Class B-1
Common Stock upon the occurrence


                                      -97-
<PAGE>

of the Trigger Event, $15 million (the "TRIARC BASKET AMOUNT"), after which
Triarc shall be obligated to pay in full all such amounts for such
indemnification in excess of the Triarc Basket Amount. Triarc shall not be
obligated to pay any amounts for indemnification under Section 11.02(a), except
those based upon or arising from the Triarc Basket Exclusions, or Section
11.02(c), for any particular Loss unless the amount of such Loss (together with
the amount of all other Losses involving the same or related conduct, facts,
circumstances or events) exceeds $75,000; for the avoidance of doubt, any
amounts for indemnification that Triarc is not obligated to pay pursuant to this
sentence shall not be included in computing whether the Triarc Basket Amount
shall have been exceeded.

         (c)    Triarc shall be obligated to pay any amounts for indemnification
based on the Triarc Basket Exclusions without regard to the individual or
aggregate amounts thereof and without regard to whether all other
indemnification payments shall have exceeded, in the aggregate, the Triarc
Basket Amount.

         (d)    The maximum amount of indemnification payments under Section
11.02(a) and (if applicable) Section 11.02(c) to which the RTMRG Indemnified
Parties shall be entitled to receive (other than indemnification in connection
with any of the Triarc Basket Exclusions) shall not exceed an amount equal to
$60 million. Triarc shall not be liable for indemnification under this Agreement
in an amount in excess of $60 million.

         (e)    For purposes of determining whether a representation, warranty,
covenant or agreement has been breached or is inaccurate, limitations or
qualifications as to dollar amount, materiality, Triarc Material Adverse Effect
or ARG Material Adverse Effect (or similar concept) set forth in such
representation, warranty, covenant or agreement shall not be disregarded, but if
a breach or inaccuracy is so determined, then the amount of any Loss arising
from such breach or inaccuracy of such representation, warranty, covenant or
agreement shall be determined without regard to any limitation or qualification
as to dollar amount, materiality, Triarc Material Adverse Effect or ARG Material
Adverse Effect (or similar concept) set forth in such representation, warranty,
covenant or agreement.

         (f)    Indemnification of an RTMRG Indemnified Party by Triarc shall
be limited to the amount of any Loss that remains after deducting therefrom (and
the cumulative amount of all Losses for purposes of determining the Triarc
Basket Amount shall be reduced by the amount of) any insurance proceeds or any
indemnity, contribution or other similar payment actually recovered (net of
out-of-pocket costs incurred in connection with such recovery) by an RTMRG
Indemnified Party from any insurer or third party with respect thereto;
PROVIDED, that no RTMRG Indemnified Party shall be obligated to seek any such
recovery.

         (g)    To the extent that an RTMRG Indemnified Party has recovered all
or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such RTMRG Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement. Without limiting the


                                      -98-
<PAGE>

generality of the foregoing, to the extent any Losses were taken into account
and had the effect of increasing the ARG Estimated Net Liabilities or ARG
Closing Net Liabilities determined pursuant to Section 2.08 and Section 2.09,
respectively, the amount by which such Losses resulted in an increase of the ARG
Estimated Net Liabilities or ARG Closing Net Liabilities, as the case may be,
shall reduce on a dollar-for-dollar basis the amount of such Loss for which the
RTMRG Indemnified Parties are entitled to indemnification under Section 11.02.

         (h)    In no event shall any RTMRG Indemnified Party be entitled to
be indemnified for or make a claim against Triarc for (i) lost profits or other
consequential, incidental, special or punitive damages resulting hereunder
(other than such damages payable to a Governmental Entity or other Person in
respect of a third party claim as to which such damages were assessed), (ii) any
Losses based upon or arising from any Legal Action threatened or commenced
against Triarc or any of its Subsidiaries or any of their respective directors ,
officers, Affiliates, employees, Representatives, successors or assigns by any
shareholder of Triarc relating to the transactions contemplated by this
Agreement or any of the Ancillary Agreements, (iii) any Taxes payable by such
RTMRG Shareholder in connection with the transactions contemplated by this
Agreement or any of the Ancillary Agreements or (iv) if (x) the Triarc B-1
Election shall have been made or (y) the Triarc B-2 Election shall have been
made and the shares of Triarc Class B-2 Common Stock are converted into shares
of Triarc Class B-1 Common Stock on January 3, 2006 because the Trigger Event
has not occurred or prior to January 3, 2006 because an Adverse Board
Determination shall have been made, any Liability described in Section 11.02(c).

         Section 11.04  OBLIGATION OF RTMRG SHAREHOLDERS TO INDEMNIFY. Subject
to the limitations contained in this Article XI, from and after the Closing,
each RTMRG Shareholder (to the extent of the RTM Escrow Fund) and after the RTM
Escrow Fund has been exhausted in full, each RTMRG Principal Shareholder
(jointly and severally, pursuant to the Transaction Support Agreement), agrees
to indemnify, defend and hold harmless Triarc and its Subsidiaries and their
respective directors, officers, control persons (but only to the extent such
control persons have Liability under any federal or state securities Law),
employees, Representatives, successors and assigns (collectively, the "TRIARC
INDEMNIFIED PARTIES"), from and against all Losses based upon or arising from:

         (a)    any breach of or inaccuracy in any representation or warranty
of RTMRG contained in this Agreement (other than any representation or warranty
contained in Section 5.13, any breach of or inaccuracy in which is addressed in
Article VIII) or in the certificate delivered by the RTM Representatives
pursuant to Section 9.02(d), as of the date such representation or warranty was
made or as if such representation or warranty were made on and as of the Closing
Date (except for representations and warranties that expressly relate to a
specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date);


                                      -99-
<PAGE>

         (b)    any breach of any covenant or agreement of RTMRG contained in
this Agreement (other than any covenant or agreement contained in Section
6.02(p) or Article VIII, any breach of which is addressed in Article VIII);

         (c)    the failure of any Excluded RTM Affiliate to promptly pay
any monthly invoice submitted by RTMRG to such Excluded RTM Affiliate pursuant
to Section 7.15(a);

         (d)    except for the Indebtedness set forth in Section 7.16 of the
RTMRG Disclosure Letter, any Liability of RTMRG or any of its Subsidiaries
arising out of or relating to (i) any RTMRG Related Party Arrangement, including
any RTMRG Shareholders Obligations Amounts that remain outstanding after the
Closing Date (other than those owed by any RTMRG Shareholder listed in Section
9.02(i) of the RTMRG Disclosure Letter), or (ii) the business, operations,
properties or assets of any RTM Related Entity, including any guaranties, leases
or subleases by RTMRG or any of its Subsidiaries of real property currently or
formerly used as a Mrs. Winners or Lees restaurant and not currently used in the
Business and any amounts drawn under the Winners Letters of Credit after the
Closing Date;

         (e)    any Legal Action (other than in respect of Dissenting Shares
under Article 13 of the GBCC) threatened or commenced by an RTMRG Shareholder,
an RTMMC Member or an RTMAC Seller relating to the transactions contemplated by
this Agreement, the RTMMC Purchase Agreement or the RTMAC Purchase Agreement
(other than any such Legal Action threatened or commenced by any party to such
agreement to enforce against any Triarc Party, ARG or RTMMC Acquisition Sub the
terms of this Agreement, the RTMMC Purchase Agreement, the RTMAC Purchase
Agreement or agreements contemplated hereby or thereby); or

         (f)    enforcing the indemnification provided for in this Section
11.04(a), but only if a court of competent jurisdiction determines in a final,
nonappealable judgment that such Triarc Indemnified Party is entitled to
indemnification under Section 11.04(a), Section 11.04(b), Section 11.04(c),
Section 11.04(d) or Section 11.04(e), as applicable.

         Section 11.05 MATTERS PERTAINING TO INDEMNIFICATION BY THE RTMRG
SHAREHOLDERS. The indemnification provided for in Section 11.04 shall be subject
to the following limitations:

         (a)    The RTMRG Shareholders shall not be obligated to pay any amounts
in respect of indemnification obligations under Section 11.04(a), except those
based upon or arising from Section 5.01 (the first sentence only), Section 5.02,
Section 5.03(a), Section 5.03(b) (the first and second sentences only), Section
5.04(b), Section 5.07(c) (the second sentence only), Section 5.14, Section 5.26
(the last sentence only) or Section 5.27 (the "RTMRG BASKET EXCLUSIONS"), until
the aggregate amounts for indemnification in respect of indemnification
obligations under (i) such Section, except those based upon or arising from the
RTMRG Basket Exclusions, (ii) Section 10.04(a)(i) and Section 10.04(b)(i) of the
RTMAC Purchase Agreement,


                                     -100-
<PAGE>

except those based upon or arising from the RTMAC Basket Exclusions, and (iii)
Section 10.04(a)(i) and Section 10.04(b)(i) of the RTMMC Purchase Agreement,
except those based upon or arising from the RTMMC Basket Exclusions, equals $5
million (the "RTM BASKET AMOUNT"), after which the RTMRG Shareholders shall be
obligated to pay in full all such amounts for such indemnification in excess of
the RTM Basket Amount. The RTMRG Shareholders shall not be obligated to pay any
amounts in respect of indemnification obligations under Section 11.04(a), except
those based upon or arising from the RTMRG Basket Exclusions, for any particular
Loss unless the amount of such Loss (together with the amount of all other
Losses under this Agreement, the RTMMC Purchase Agreement and the RTMAC Purchase
Agreement involving the same or related conduct, facts, circumstances or events)
exceeds $50,000 (or $75,000 in the case of any Loss (or Losses involving the
same or related conduct, facts, circumstances or events) based upon or arising
from breaches of or inaccuracies in the representations and warranties contained
in Section 5.16); for the avoidance of doubt, any amounts for indemnification
that the RTMRG Shareholders are not obligated to pay pursuant to this sentence
shall not be included in computing the RTM Basket Amount.

         (b)    The RTMRG Shareholders shall be obligated to pay any amounts for
indemnification based on the RTMRG Basket Exclusions without regard to the
individual or aggregate amounts thereof and without regard to whether all other
indemnification payments shall have exceeded, in the aggregate, the RTM Basket
Amount.

         (c)    The maximum amount of indemnification payments under Section
11.04(a) of this Agreement, Section 10.04(a)(i) and Section 10.04(b) of the
RTMAC Purchase Agreement and Section 10.04(a)(i) and Section 10.04(b)(i) of the
RTMMC Purchase Agreement which the Triarc Indemnified Parties shall be entitled
to receive (other than indemnification in connection with any of the RTMRG
Basket Exclusions, the RTMAC Basket Exclusions and the RTMMC Basket Exclusions)
shall not exceed in the aggregate an amount equal to $40 million. No RTMRG
Principal Shareholder will be liable for indemnification under this Agreement
(whether pursuant to Article VIII or this Article XI), including in this
calculation such RTMRG Principal Shareholder's pro rata share of indemnification
(but not purchase price adjustment) payments made from the RTM Escrow Fund, in
an amount in excess of the sum of (x) 100% of the sum of (i) the Per Share
Merger Consideration received by, and to the extent the following reduces dollar
for dollar the amount of Per Share Merger Consideration otherwise payable, the
RTMRG Shareholders Obligations Amount as of immediately prior to the Closing
owed by, such RTMRG Principal Shareholder, (ii) the portion of the RTMAC
Aggregate Purchase Price received by such RTMRG Principal Shareholder and (iii)
a pro rata portion of the RTMMC Aggregate Purchase Price based on such RTMRG
Principal Shareholder's percentage interest in RTMMC immediately prior to the
Closing, PLUS (y) a pro rata portion of 12.9% of the Aggregate Merger
Consideration, such portion to be based on the number of shares of RTMRG Common
Stock held by such RTMRG Principal Shareholder relative to the total number of
shares of RTMRG Common Stock held by all RTMRG Principal Shareholders
immediately prior to the First Effective Time, MINUS (z) an amount equal to any
indemnification


                                     -101-
<PAGE>

claims paid by such RTMRG Principal Shareholder under the RTMAC Purchase
Agreement or the RTMMC Purchase Agreement.

         (d)    In seeking indemnification hereunder, the Triarc Indemnified
Parties shall first exercise their remedies with respect to the RTM Escrow Fund
pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted
in full, with respect to the RTM Principal Shareholders (individually or
jointly) directly pursuant to the Transaction Support Agreement.

         (e)    For purposes of determining whether a representation, warranty,
covenant or agreement has been breached or is inaccurate, limitations or
qualifications as to dollar amount, materiality or RTMRG Material Adverse Effect
(or similar concept) set forth in such representation, warranty, covenant or
agreement shall not be disregarded but if a breach or inaccuracy is so
determined, the amount of any Loss arising from such breach or inaccuracy of
such representation, warranty, covenant or agreement shall be determined without
regard to any limitation or qualification as to dollar amount, materiality or
RTMRG Material Adverse Effect (or similar concept) set forth in such
representation, warranty, covenant or agreement.

         (f)    Indemnification of a Triarc Indemnified Party by the RTMRG
Shareholders shall be limited to the amount of any Loss that remains after
deducting therefrom (and the cumulative amount of all Losses for purposes of
determining the RTM Basket Amount shall be reduced by the amount of) any
insurance proceeds or any indemnity, contribution or other similar payment
actually recovered (net of out-of-pocket costs incurred in connection with such
recovery) by a Triarc Indemnified Party from any insurer or third party with
respect thereto; PROVIDED, that no Triarc Indemnified Party shall be obligated
to seek any such recovery.

         (g)    To the extent that a Triarc Indemnified Party has recovered all
or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such Triarc Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement, the RTMAC Purchase Agreement or the RTMMC Purchase Agreement. Without
limiting the generality of the foregoing, to the extent any Losses were taken
into account and had the effect of increasing the RTM Estimated Net Liabilities
or RTM Closing Net Liabilities determined pursuant to Section 2.08 and Section
2.09, respectively, the amount by which such Losses resulted in an increase of
the RTM Estimated Net Liabilities or RTM Closing Net Liabilities, as the case
may be, shall reduce on a dollar-for-dollar basis the amount of such Loss for
which the Triarc Indemnified Parties are entitled to indemnification under
Section 11.04.

         (h)    In no event shall any Triarc Indemnified Party be entitled to
be indemnified for or make a claim against the RTMRG Shareholders for lost
profits or other consequential, incidental, special or punitive damages
resulting hereunder (other than such damages payable to a Governmental Entity or
other Person in respect of a third party claim as to which such damages were
assessed).


                                     -102-
<PAGE>

         Section 11.06  PROCEDURE FOR INDEMNIFICATION. The party making a claim
under this Article XI is referred to as the "INDEMNIFIED PARTY," and the party
against whom such claims are asserted under this Article XI is referred to as
the "INDEMNIFYING PARTY." If the Indemnifying Party is an RTMRG Shareholder, the
RTM Representatives shall exercise, in accordance with Section 12.17, all rights
of such RTMRG Shareholder as an Indemnifying Party in this Section 11.06, and
for procedural purposes only, all references to the Indemnifying Party in this
Section 11.06 shall be deemed to refer to the RTM Representatives. All claims by
any Indemnified Party under this Article XI shall be asserted and resolved as
follows:

         (a)    NOTICE OF ASSERTED LIABILITY. Promptly after receipt by the
Indemnified Party of notice of the commencement of any action or proceeding, the
assertion of any claim by a third party, the imposition of any penalty or
assessment or a claim not involving a third party for which the Indemnified
Party seeks to be indemnified that may result in a Loss (each, an "ASSERTED
LIABILITY"), the Indemnified Party shall give written notice of such Asserted
Liability (the "CLAIMS NOTICE") to the Indemnifying Party. The failure to give
such prompt written notice shall not, however, relieve the Indemnifying Party of
its indemnification obligations, except and only to the extent that the
Indemnifying Party forfeits rights or defenses by reason of such failure or
actually incurs an incremental out-of-pocket expense by reason of such failure.
The Claims Notice shall describe the Asserted Liability in reasonable detail,
including (i) the representation, warranty, covenant or agreement that is
alleged to have been inaccurate or to have been breached, (ii) the basis for
such allegation, including the provision of supporting documentation and (iii)
if known, the aggregate amount of the Losses for which a claim is being made
under this Article XI or, to the extent that such Losses are not known or have
not been incurred at the time such claim is made, an estimate, to be prepared in
good faith and accompanied by supporting documentation, of the aggregate
potential amount of such Losses.

         (b)    NON-THIRD PARTY CLAIMS. If the Claims Notice from the
Indemnified Party pertains to an Asserted Liability other than a claim or demand
from a third party, then the Indemnifying Party shall have 30 days following
receipt of the Claims Notice to make such investigation at the expense of the
Indemnifying Party of the Asserted Liability as the Indemnifying Party deems
necessary or desirable. For the purposes of such investigation, the Indemnified
Party agrees to make available to the Indemnifying Party the information relied
upon by the Indemnified Party to substantiate the Asserted Liability and such
other information in its possession that the Indemnifying Party may reasonably
request for purposes of such investigation. If the Indemnified Party and the
Indemnifying Party agree at or prior to the expiration of said 30 day period (or
any mutually agreed upon extension thereof) on the validity and amount of such
Asserted Liability, the Indemnifying Party shall promptly pay to the Indemnified
Party the full amount of the claim by wire transfer of immediately available
funds to an account designated by the Indemnified Party. If the Indemnified
Party and the Indemnifying Party do not agree at or prior to the expiration of
said 30 day period (as such period may be extended by mutual agreement) on the
validity and amount of such Asserted Liability, then each of the Indemnified
Party and the Indemnifying Party may pursue the remedies available under this
Agreement.


                                     -103-
<PAGE>

         (c)    OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS.

                (i)     If the Claims Notice pertains to an Asserted Liability
that relates to a claim or demand from a third party, the Indemnifying Party may
elect to compromise or defend, at its own expense and by its own counsel, such
Asserted Liability; PROVIDED, that if the Indemnifying Party is an RTMRG
Shareholder, such Indemnifying Party shall not have the right to defend or
direct the defense of any such Asserted Liability that is asserted directly or
indirectly by or on behalf of a Person that is a current or prospective supplier
or franchisee of Triarc or any of its Subsidiaries if in the reasonable judgment
of the Indemnified Party (which may be asserted at any time) the Indemnifying
Party's defense of such Asserted Liability could reasonably be expected to have
a material adverse effect on the Indemnified Party's existing or prospective
relationship with such current or prospective supplier or franchisee.

                (ii)    If the Indemnifying Party elects to compromise or
defend such Asserted Liability, it shall promptly notify the Indemnified Party
and any other Indemnifying Parties in writing of its intent to do so, and the
Indemnified Party, at the expense of the applicable Indemnifying Party or
Indemnifying Parties, shall cooperate in the compromise of, or defense against,
such Asserted Liability.

                (iii)   If the Indemnifying Party elects not to compromise or
defend such Asserted Liability, fails to promptly notify the Indemnified Party
in writing of its election as provided in this Agreement, or otherwise abandons
the defense of such Asserted Liability, the Indemnified Party may pay,
compromise or defend such Asserted Liability and seek indemnification for any
and all Losses based upon, arising from or relating to such Asserted Liability.
Notwithstanding the foregoing, neither the Indemnifying Party nor the
Indemnified Party shall settle or compromise any Asserted Liability without the
prior written consent of the other (which consent shall not be unreasonably
withheld, conditioned or delayed);

                (iv)    The Indemnified Party shall have the right to
participate in the defense of any Asserted Liability with counsel selected by it
and reasonably satisfactory to the Indemnifying Party subject to the
Indemnifying Party's right to control the defense. The fees and disbursements of
such counsel shall be at the expense of the Indemnified Party; PROVIDED, that if
in the reasonable opinion of counsel to the Indemnified Party, (I) there are
legal defenses available to an Indemnified Party that are different from or
additional to those available to the Indemnifying Party or (II) there exists a
conflict of interest between the Indemnifying Party and the Indemnified Party
that cannot be waived, the Indemnifying Party shall be liable for the reasonable
legal fees and expenses of one separate counsel to all of the applicable
Indemnified Parties in addition to one local counsel in each jurisdiction that
may be necessary or appropriate; PROVIDED, that the Indemnified Parties shall
use commercially reasonable efforts (to the extent the Indemnified Parties
reasonably believe it appropriate to do so) to minimize the need for local
counsel. If the Indemnifying Party chooses to defend any Asserted Liability, the
Indemnified Party shall make available to the Indemnifying Party any personnel,
books, records or other documents within its control that are necessary or
appropriate for such defense.


                                     -104-
<PAGE>

                (v)     The rights of the RTMRG Shareholders under this Section
11.06(c) with respect to any Asserted Liability for which all of the RTMRG
Shareholders or RTMRG Principal Shareholders, as the case may be, are
Indemnifying Parties may be exercised solely by the RTM Representatives and, if
the RTM Representatives elect to defend such Asserted Liability, the RTM
Representatives shall have sole and exclusive control over such defense as
between the RTMRG Shareholders.

                (vi)    Notwithstanding any other provision of this Agreement,
the provisions of this Section 11.06(c) shall not apply to any Asserted
Liability for Taxes.

         Section 11.07  SOLE AND EXCLUSIVE REMEDY. Except as otherwise provided
in Section 12.14, from and after the Closing, the remedies provided in Article
VIII and this Article XI and the Escrow Agreement shall be the sole recourse of
all parties hereto for all Losses based upon, arising from or relating to any
breach of any representation, warranty or covenant contained in this Agreement
or in any certificate delivered pursuant to Section 9.02(d) or Section 9.03(d);
PROVIDED, that the remedies provided in Article VIII shall be the sole remedy of
the Triarc Indemnified Parties for all Tax Losses. Nothing in this Section 11.07
shall limit any Person's right to seek and obtain any equitable relief to which
any Person shall be entitled or to seek any remedy on account of any Person's
fraud.

         Section 11.08  MISCELLANEOUS. It is the intention of the parties to
treat any indemnity payment made under this Agreement with respect to the Merger
as an adjustment to the Aggregate Merger Consideration for all federal, state,
local and foreign Tax purposes and the parties agree to file their Tax Returns
accordingly, except as otherwise required by a change in law or a good faith
resolution of a contest.


                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 12.01  DEFINITIONS.  The following terms, as used herein, have
the following meanings:

         "2005 RTM AUDITED FINANCIALS" has the meaning set forth in Section
7.22.

         "ACCOUNTS RECEIVABLE" means, with respect to any Person, all rights of
such Person to payment for goods or services provided by such Person.

         "ACCREDITED INVESTOR PER SHARE CASH CONSIDERATION" has the meaning set
forth in Section 2.02(c)(ii)(A).

         "ACCREDITED INVESTOR PER SHARE MERGER CONSIDERATION" has the meaning
set forth in Section 2.02(c)(ii).

         "ACQUISITION SUB" has the meaning set forth in the recitals.


                                     -105-
<PAGE>

         "ADJUSTED AGGREGATE MERGER CONSIDERATION VALUE" has the meaning set
forth in Section 2.01(b).

         "ADVERSE BOARD DETERMINATION" means a determination by Triarc's board
of directors that the Trigger Event will not occur.

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control
with, such first Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by Contract or otherwise.

         "AGGREGATE CASH CONSIDERATION" has the meaning set forth in Section
2.01(a)(i).

         "AGGREGATE MERGER CONSIDERATION" has the meaning set forth in Section
2.01(a).

         "AGGREGATE SHARE CONSIDERATION" has the meaning set forth in Section
2.01(a).

         "AGREEMENT" has the meaning set forth in the preamble.

         "ANCILLARY AGREEMENTS" means the Atlanta Office Leases, the Certificate
of Designation, the Corporate Services Agreement, the Escrow Agreement, the
Management Services Agreement, the Registration Rights Agreement, the RTMAC
Purchase Agreement, the RTMMC Purchase Agreement, the Trademark License
Agreement and the Transaction Support Agreement.

         "APPLICABLE RATE" means, as of any date, the per annum rate of interest
applicable to borrowings under ARG's revolving credit facility or if ARG has no
revolving credit facility at such time LIBOR plus 175 basis points.

         "ARG" has the meaning set forth in the recitals.

         "ARG AUDITED FINANCIAL STATEMENTS" has the meaning set forth in Section
3.07(a).

         "ARG BENCHMARK" has the meaning set forth in Section 2.08(b).

         "ARG CLOSING BALANCE SHEET" has the meaning set forth in Section
2.09(a).

         "ARG CLOSING NET LIABILITIES" has the meaning set forth in Section
2.09(a).


                                     -106-
<PAGE>

         "ARG EMPLOYEE PLAN" has the meaning set forth in Section 3.14(a).

         "ARG EMPLOYEES" means all employees of ARG or its Subsidiaries.

         "ARG ESTIMATED NET LIABILITIES" has the meaning set forth in Section
2.08(a).

         "ARG FINANCIAL STATEMENTS" has the meaning set forth in Section
3.07(a).

         "ARG INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in Section
3.17(c).

         "ARG INVESTMENTS" has the meaning set forth in Section 3.04(a).

         "ARG LEASE" has the meaning set forth in Section 3.12(a)(xiv).

         "ARG MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of ARG and its Subsidiaries, taken as a whole, but
shall exclude any change or development resulting from (i) any change in Law or
accounting rules or interpretations thereof, (ii) any change in interest rates,
general economic conditions or changes in the general economic condition of any
segment of the restaurant industry, or (iii) any change resulting from the entry
into or the announcement of this Agreement or the transactions contemplated
hereby, the performance of a party's obligations hereunder or to avoid a breach
of this Agreement or (b) that prevents, materially delays or materially impairs
the ability of any Triarc Party to perform its obligations under this Agreement
and the Ancillary Agreements to which it is a party or to consummate the
transactions contemplated hereby or thereby.

         "ARG MATERIAL CONTRACTS" has the meaning set forth in Section 3.12(a).

         "ARG PERMITS" has the meaning set forth in Section 3.10(b).

         "ARG REAL PROPERTY" has the meaning set forth in Section 3.18.

         "ARG REAL PROPERTY LEASE" has the meaning set forth in Section
3.12(a)(xiii).

         "ARG RELATED PARTY ARRANGEMENT" has the meaning set forth in Section
3.27.

         "ARG RESTAURANTS" has the meaning set forth in Section 3.25(a).

         "ARG SHORTFALL AMOUNT" has the meaning set forth in Section 2.09.

         "ARG STATEMENT" has the meaning set forth in Section 2.09(a).


                                     -107-
<PAGE>

         "ARG THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set
forth in Section 3.17(b).

         "ARG UNAUDITED FINANCIAL STATEMENTS" has the meaning set forth in
Section 3.07(a).

         "ASSERTED LIABILITY" has the meaning set forth in Section 11.06(a).

         "ATLANTA OFFICE LEASES" has the meaning set forth in the RTMMC Purchase
Agreement.

         "BUSINESS" means the business and operations of RTMRG and its
Subsidiaries in respect of the "Arby's" restaurant franchise and not in respect
of the "Mrs. Winner's" or "Lee's" restaurant franchises.

         "BUSINESS DAY" means any day, other than Saturday, Sunday or a day on
which banks in New York City are permitted or required by Law to be closed, and
shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern
time.

         "CANCELLED RTMRG SHAREHOLDER NOTES" has the meaning set forth in
Section 2.04(a)

         "CASUALTY INSURANCE CLAIMS" has the meaning set forth in Section
7.15(a).

         "CERTIFICATE OF DESIGNATION" has the meaning set forth in the recitals.

         "CLAIMS NOTICE" has the meaning set forth in Section 11.06(a).

         "CLOSING" has the meaning set forth in Section 1.02.

         "CLOSING BALANCE SHEETS" has the meaning set forth in Section 2.09(a).

         "CLOSING DATE" has the meaning set forth in Section 1.02.

         "CLOSING PRICE" means, with respect to any shares of Triarc Class B-1
Common Stock as of the date of determination, the closing price per share of a
share of Triarc Class B-1 Common Stock on such date published in The Wall Street
Journal (National Edition) or, if no such closing price on such date is
published in The Wall Street Journal (National Edition), the average of the
closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which shares of Triarc Class B-1
Common Stock are then listed or admitted to trading.

         "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

         "CODE" means the Internal Revenue Code of 1986, as amended.


                                     -108-
<PAGE>

         "COMBINED RTM FINANCIAL STATEMENTS" has the meaning set forth in
Section 7.05(b).

         "CONFIDENTIALITY AGREEMENTS" has the meaning set forth in Section
7.01(b).

         "CONTEST" has the meaning set forth in Section 8.03(a).

         "CONTRACTS" means any written or oral contracts, agreements, licenses,
notes, bonds, mortgages, indentures, commitments, leases or other instruments or
other legally binding obligations.

         "CORPORATE SERVICES AGREEMENT" has the meaning set forth in the
recitals.

         "CURRENT MARKET PRICE" means, with respect to a share of Triarc Class
B-1 Common Stock or Triarc Class B-2 Common Stock, as applicable, on any date of
determination, the average of the daily Closing Price of shares of Triarc Class
B-1 Common Stock for the immediately preceding five days on which the national
securities exchanges are open for trading; PROVIDED THAT, for purposes of
determining the Adjusted Aggregate Merger Consideration Value for purposes of
Section 2.02(c)(i) only (and not for purposes of Section 2.06 or any other
purpose of this Agreement or otherwise), if the Triarc B-2 Election shall have
been made, the Current Market Price of the Triarc Class B-2 Common Stock shall
be the greater of (x) the Current Market Price of the Triarc Class B-1 Common
Stock and (y) the amount as determined in good faith by TM Capital Corp.

         "D&O INDEMNIFIED PARTIES" has the meaning set forth in Section 7.12(a).

         "DEBT FINANCING" has the meaning set forth in Section 3.28(a).

         "DEBT FINANCING DOCUMENTS" has the meaning set forth in Section
3.28(a).

         "DEBT REFINANCINGS" means the payment, defeasance or other adequate
measures for immediate payment at the Closing or within 60 days thereafter of
all Indebtedness for borrowed money and capitalized lease obligations
outstanding as of immediately prior to the Closing (including the payment of all
associated prepayment penalties, premiums, make wholes, breakage or other costs
and expenses payable to the lenders thereunder) of ARG and its Subsidiaries and
of the RTM Parties and their Subsidiaries and the Mrs. Winners Obligors (other
than (i) Indebtedness of ARG and its Subsidiaries that Triarc determines not to
prepay in connection with the Debt Refinancings, (ii) RTM Non-Prepayable Debt,
and (iii) capital leases of ARG or any of its Subsidiaries or any other capital
lease other than those identified in Section 12.01 of the RTMRG Disclosure
Letter to be paid in the Debt Refinancings ), and the release in connection
therewith of all collateral securing, or guarantees in respect of, any such
Indebtedness, including any guarantees made by Triarc or any of its Subsidiaries
(other than ARG or any of its Subsidiaries) in favor of the lenders under such
Indebtedness of ARG and its Subsidiaries. Notwithstanding the foregoing, the
Indebtedness referred to in


                                     -109-
<PAGE>

Section 7.16 shall be repaid as part of the Debt Refinancings in the manner
provided in Section 7.16.

         "DESIGNATED RTMRG DIRECTOR" has the meaning set forth in Section
1.07(b)(i).

         "DEVELOPMENT AGREEMENTS" has the meaning set forth in Section 3.26(b).

         "DGCL" has the meaning set forth in the recitals.

         "DISPUTE NOTICE" has the meaning set forth in Section 2.09(b).

         "DISSENTERS' NOTICE" has the meaning set forth in Section 7.06(c).

         "DISSENTING SHARES" has the meaning set forth in Section 2.07(a).

         "DLLCA" has the meaning set forth in the recitals.

         "DOL" means the United States Department of Labor.

         "ELA SUBSIDIARY" has the meaning set forth in Section 8.11(a).

         "ENVIRONMENTAL LAWS" shall mean federal, state, local and foreign laws,
principles of common laws, civil laws, regulations and codes, as well as orders,
decrees, judgments or injunctions, issued, promulgated, approved or entered
thereunder relating to pollution, protection of the environment or public or
employee health and safety, in each case as in effect on or prior to the date
hereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. "ESCROW AGENT" has the meaning set forth in Section 2.05(b).

         "ESCROW AGREEMENT" has the meaning set forth in the recitals.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "EXCHANGE AGENT" has the meaning set forth in Section 2.04(a).

         "EXCHANGE FUND" has the meaning set forth in Section 2.04(a).

         "EXCLUDED ASSET DISPOSITION" means any sale, lease, transfer,
termination or other disposition (or series of related sales, leases, transfers
or dispositions) to be completed prior to the Closing by any RTM Party or any of
their Subsidiaries to a Person other than an RTM Party or any of their
Subsidiaries, including any disposition by means of a merger, consolidation or
similar transaction (each referred to for the purposes of this definition as a
"disposition"), of any Excluded Asset.


                                     -110-
<PAGE>

         "EXCLUDED ASSETS" means (i) life insurance policies, automobiles and
other assets as contemplated by Section 6.02(f) of the RTMRG Disclosure Letter,
Section 5.01(f) of the RTMAC Disclosure Letter or Section 5.01(f) of the RTMMC
Disclosure Letter and (ii) split dollar agreements with RTMRG in effect on the
date hereof.

         "EXCLUDED RTM AFFILIATES" has the meaning set forth in Section 7.15(a).

         "EXCLUDED SHARES" has the meaning set forth in Section 2.02(b).

         "EXCLUDED UNRELATED TAXES" has the meaning set forth in Section
11.02(c).

         "EXPECTED TAX TREATMENT" has the meaning set forth in the recitals.

         "EXPENSES" has the meaning set forth in Section 12.03(a).

         "EXPENSES FUND" has the meaning set forth in Section 2.05(d).

         "FAVORABLE BOARD DETERMINATION" has the meaning set forth in Section
7.20.

         "FIRPTA CERTIFICATE" has the meaning set forth in Section 2.04(b)(i).

         "FIRST CERTIFICATE OF MERGER" has the meaning set forth in Section
1.03(a).

         "FIRST EFFECTIVE TIME" has the meaning set forth in Section 1.03(a).

         "FIRST MERGER" has the meaning set forth in the recitals.

         "FRANCHISE AGREEMENT" has the meaning set forth in Section 3.26(a).

         "FRANCHISED RESTAURANT" has the meaning set forth in Section 3.26(a).

         "FRANCHISEE" has the meaning set forth in Section 3.26(a).

         "GAAP" means United States generally accepted accounting principles.

         "GBCC" has the meaning set forth in the recitals.

         "GOVERNMENTAL ENTITY" means any international, national, federal,
state, provincial or local governmental, regulatory or administrative authority,
agency, commission, court, tribunal, arbitral body or self-regulated entity,
whether domestic or foreign.

         "GROUP INSURANCE CLAIMS" has the meaning set forth in Section 7.15(a).

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.


                                     -111-
<PAGE>

         "IMMEDIATE FAMILY MEMBER" means, with respect to any natural person,
(a) such person's spouse, parents, grandparents, children, grandchildren and
siblings, (b) such person's former spouses and current spouses of such person's
children, grandchildren and siblings and (c) estates, trusts, partnerships and
other entities of which substantially all of the interest is held directly or
indirectly by the foregoing.

         "INDEBTEDNESS" means, as to any Person, without duplication (a) all
obligations of such Person for borrowed money (including, without limitation,
reimbursement and all other obligations with respect to surety bonds, letters of
credit and bankers' acceptances, whether or not matured), (b) all obligations of
such Person to pay the deferred purchase price of property or services, except
trade accounts payable and accrued commercial or trade Liabilities arising in
the ordinary course of business, (c) all interest rate and currency swaps, caps,
collars and similar agreements or hedging devices under which payments are
obligated to be made by such Person, whether periodically or upon the happening
of a contingency, (d) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under
such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person under leases which have been
or should be, in accordance with GAAP consistently applied, recorded as capital
leases, (f) all indebtedness secured by any Lien (other than Liens in favor of
lessors) on any property or asset owned by that Person regardless of whether the
indebtedness secured thereby shall have been assumed by that Person or is
non-recourse to the credit of that Person, together with any accrued and unpaid
interest thereon, and (g) any guarantees made by such Person of any of the
Indebtedness of any other Person described in clauses (a) through (f) (other
than guarantees made by ARG or any of its Subsidiaries of any such Indebtedness
of any RTM Party or any of their Subsidiaries or vice versa). For the avoidance
of doubt, guarantees made by any Person of operating leases or any other any
obligation of any other Person that does not constitute Indebtedness shall not
be deemed Indebtedness of such Person.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 11.06.

         "INDEMNIFYING PARTY" has the meaning set forth in Section 11.06.

         "INDEPENDENT ACCOUNTANTS" has the meaning set forth in Section 2.09(c).

         "INVENTORY" means all merchantable inventory of food, beverages and
other consumables, paper and supplies, as well as new uniforms and promotional
items located or otherwise used at the Restaurants at the close of business on
the Closing.

         "IRS" means the United States Internal Revenue Service.

         "KNOWLEDGE" means, (i) as it relates to Triarc, (x) for purposes of
Article III, the knowledge of Douglas N. Benham, Michael T. Welch, Todd
Weyhrich, Jordan Krolick, Curtis S. Gimson and Karen Shelledy after due inquiry,
and (y) for purposes of Article IV, the knowledge of Nelson Peltz, Peter W. May,
Edward P. Garden, Brian L.


                                     -112-
<PAGE>

Schorr and Francis T. McCarron, after due inquiry, and (ii) as it relates to
RTMRG, the knowledge of Michael Abt, Jerry Ardizzone, Sharron L. Barton, Susan
Bauer, Daniel Collins, Dennis E. Cooper, Thomas A. Garrett, Michael Lippert,
David Pipes, Robert Rogers, Melissa Strait, John Todd, Russell V. Umphenour, Jr.
and J. Russell Welch, after due inquiry.

         "LAWS" means any domestic or foreign laws, statutes, ordinances, rules,
regulations, codes or executive orders executed, issued, adopted, promulgated or
applied by any Governmental Entity which, for the avoidance of doubt, shall
include the rules and regulations of any national securities exchange.

         "LEGAL ACTIONS" means any legal actions, claims, demands, arbitrations,
hearings, charges, complaints, investigations, examinations, indictments,
litigations, suits or other civil, criminal, administrative or investigative
proceedings, at law, in equity or otherwise, by or before any Governmental
Entity.

         "LENDERS" has the meaning set forth in Section 3.28(a).

         "LIABILITIES" means all liabilities, whether accrued contingent,
absolute, inchoate or otherwise.

         "LICENSEE" has the meaning set forth in Section 3.26(a).

         "LIENS" means any liens, pledges, security interests, claims,
encumbrances, options, rights of first refusal or offer, mortgages, deeds of
trust, easements, restrictive covenants, encroachments or other survey defects
or any other restriction or third party right, including restrictions on the
right to vote equity interests.

         "LOSSES" means any and all losses, Liabilities, judgments, damages,
deficiencies, awards, fines, penalties, Taxes, diminutions in value, expenses,
fees, costs, or amounts paid in settlement (including interest and reasonable
costs or expenses (including reasonable attorneys' fees and costs)), arising out
of any incident, event, circumstance or proceeding asserted or initiated or
otherwise occurring or existing in respect of any matter.

         "MANAGEMENT SERVICES AGREEMENT" has the meaning set forth in the
recitals.

         "MERGERS" has the meaning set forth in the recitals.

         "MERGER SUB CORP." has the meaning set forth in the preamble.

         "MERGER SUB LLC" has the meaning set forth in the preamble.

         "MRS. WINNERS OBLIGORS" means Winners, L.P., Winner's International
Restaurants, Inc., Lee's Famous Recipe, Inc., Mrs. Winners, L.P. and Lee's Co.
Operations.


                                     -113-
<PAGE>

         "NET LIABILITIES" means, (a) as to ARG and its Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, and (b) as to
the RTM Parties and their Subsidiaries on a combined basis in accordance with
GAAP consistently applied, the excess of (i) the sum of (A) current liabilities
PLUS (B) Indebtedness (including capitalized lease obligations and obligations
designated as "financing obligations") OVER (ii) current assets, in each case to
the extent GAAP consistently applied would require the item to be recorded on a
balance sheet.

         In computing Net Liabilities, notwithstanding the requirements of GAAP:

         (a)    CURRENT LIABILITIES shall EXCLUDE (without duplication)

                (I)     deferred tax liabilities,

                (II)    current liabilities for Expenses,

                (III)   Indebtedness,

                (IV)    the current liabilities (including pre-development
         costs) in respect of Restaurants that are acquired or first become
         operational after the date hereof,

                (V)     accrued severance or termination costs for employees
         terminated or identified to be terminated in connection with the
         Closing as a result of the consummation of the transactions
         contemplated by this Agreement and the Ancillary Agreements (other than
         in respect of the individuals listed in Section 5.15 and Section
         7.11(h) of the RTMRG Disclosure Letter, Section 6.08(h) of the RTMAC
         Disclosure Letter and Section 6.08(h) of the RTMMC Disclosure Letter
         and the three individuals previously identified by the parties to this
         Agreement,

                (VI)    accruals for vacation pay for employees terminated or
         identified to be terminated in connection with the Closing as a result
         of the consummation of the transactions contemplated by this Agreement
         and the Ancillary Agreements to the extent such employees would not be
         entitled to receive such vacation pay after the Closing, and

                (VII)   accruals for commitments to contribute up to $1 million
         of cash to Arby's Foundation, Inc. that remain unfunded at the Closing.

         (b)    INDEBTEDNESS shall:

                        (x)     INCLUDE (without duplication) the items of the
type specified in the definition of Indebtedness, subject to clause (y) of this
subparagraph (b), and also the following:

                                (I)     in the case of the RTM Parties and their
                Subsidiaries, without duplication, Indebtedness to be repaid as
                contemplated by Section 7.16(a) and Indebtedness assumed by
                RTMMC


                                     -114-
<PAGE>

                Acquisition Sub pursuant to Section 1.03(d) of the RTMMC
                Purchase Agreement,

                                (II)    in the case of ARG and its Subsidiaries,
                without duplication, Indebtedness to be repaid and capital
                contributions to be returned as contemplated by Section 7.16(b),
                and

                                (III)   prepayment penalties, premiums, make
                wholes, breakage and other costs and expenses payable to the
                lenders and insurers of Indebtedness solely on account of the
                repayment of such Indebtedness in the Debt Refinancings, but
                only to the extent that the aggregate amount thereof exceeds the
                amount warranted by RTMRG in the second sentence of Section
                5.07(c) or by Triarc in the second sentence of Section 3.07(c),
                as applicable; and

                        (y)     EXCLUDE (without duplication):

                                (I)     Indebtedness in respect of undrawn
                letters of credit or surety bonds,

                                (II)    Indebtedness in respect of Restaurants
                that are acquired or first become operational after the date
                hereof,

                                (III)   prepayment penalties, premiums, make
                wholes, breakage and other costs and expenses other than the
                amounts included by reference in clause (b)(x)(II) above, and

                                (IV)    to the extent they would otherwise be
                included in Indebtedness, any guaranties of leases or subleases
                of any of the Mrs. Winners Obligors that are disclosed pursuant
                hereto, and any contingent or residual liability of an entity
                for leases of stores transferred to a third party.

         (c)    CURRENT ASSETS shall:

                        (x)     INCLUDE (without duplication) the items of the
         type classified as current assets under GAAP, subject to clause (y) of
         this subparagraph (c), and also the following:

                                (I)     as a prepaid expense (regardless of
                        whether ARG and its Subsidiaries will receive the
                        benefit thereof after the Closing), (i) amounts paid
                        prior to the Closing which, had they been accrued but
                        unpaid at Closing, would constitute Expenses, (ii)
                        amounts paid prior to the Closing by Triarc or any of
                        its Subsidiaries or by the RTM Parties or any of their
                        Subsidiaries (at the request of Triarc) in respect of
                        retention and other stay arrangements or incentives for
                        employees of ARG or any of its Subsidiaries, the
                        relocation of the corporate offices of ARG and its


                                     -115-
<PAGE>

                        Subsidiaries from Ft. Lauderdale, Florida to Atlanta,
                        Georgia, or the implementation of transitional
                        operations resulting from the transactions contemplated
                        by this Agreement and (iii) severance or termination
                        costs paid prior to the Closing which had they not been
                        paid prior to the Closing, would be excluded from
                        current liabilities under clause (a)(V) above,

                                (II)    in the case of ARG and its Subsidiaries,
                        (x) restricted cash and cash equivalents of ARG and its
                        Subsidiaries otherwise not classified as a current asset
                        and (y) the amount (up to $1 million) of cash
                        contributions made after the date hereof and prior to
                        the Closing to Arby's Foundation, Inc., and

                                (III)   in the case of the RTM Parties and their
                        Subsidiaries, the RTMRG Shareholders Obligations Amount
                        for each RTMRG Shareholder to the extent such amount is
                        either repaid in connection with the Closing or, to the
                        extent the Unaccredited Investor Per Share Merger
                        Consideration or the Accredited Investor Per Share Cash
                        Consideration, as applicable, is insufficient, after
                        application to other payments, to repay the RTMRG
                        Shareholders Obligation Amount of such RTMRG Shareholder
                        in its entirety, the obligation is secured by a pledge
                        of shares of Triarc Common Stock on terms reasonably
                        acceptable to Triarc,

                        (y)     EXCLUDE (without duplication):

                                (I)     any current asset received after the
                        date hereof (x) under casualty or condemnation claims
                        relating to loss of real or personal property or (y)
                        from the sale or other disposition of any Restaurant
                        (other than the Restaurants identified in Section 12.01
                        of the RTMRG Disclosure Letter) or non-current asset,

                                (II)    deferred tax assets of any RTM Party or
                        its Subsidiary and (ii) any asset in respect of a Tax
                        refund of any RTM Party or its Subsidiary relating to
                        the Pre-Closing Tax Period,

                                (III)   any receivable arising out of ARG's
                        obligation to pay Expenses pursuant to Section 12.03(a)
                        of this Agreement, Section 11.03(a) of the RTMMC
                        Purchase Agreement or Section 11.03(a) of the RTMAC
                        Purchase Agreement,

                                (IV)    prepaid expenses to the extent ARG and
                        its Subsidiaries will not receive the benefit thereof
                        after the Closing,

                                (V)     any current assets in respect of
                        Restaurants that are acquired or first become
                        operational after the date hereof, and

                                (VI)    any current assets in respect of or
                        arising out of the sale of Restaurants prior to the date
                        hereof to Cambridge Investments, LLC.


                                     -116-
<PAGE>

         (d)    In the case of ARG and its Subsidiaries, there shall be
disregarded any accrued or paid Liabilities attributable to retention and other
stay arrangements and incentives for employees, the implementation of
transitional operations and the relocation of the corporate offices of ARG and
its Subsidiaries from Ft. Lauderdale, Florida to Atlanta, Georgia.

         (e)    In the case of the RTM Parties and their Subsidiaries:

                (I)     to the extent that Triarc requests that the RTM Parties
         and their Subsidiaries undertake actions in respect of the relocation
         of the corporate offices of ARG and its Subsidiaries from Ft.
         Lauderdale, Florida to Atlanta, Georgia, there shall be disregarded any
         Liabilities related thereto, and

                (II)    there shall be (x) excluded (i) any asset or liability
         that is an Excluded Asset or any asset or liability of RTMMC that is
         not a Purchased Asset or an Assumed Liability under the RTMMC Purchase
         Agreement, and (ii) any proceeds from Excluded Asset Dispositions not
         distributed to RTMRG Shareholders at or prior to the Closing and (y)
         included any accruals for Liabilities related to an Excluded Asset
         Disposition.

         (f)    The amount of cash and cash equivalents in any account will be
reduced by the amount of outstanding checks written against, and withdrawals
made after the close of business on the Closing Date against, such account,
except to the extent such outstanding checks or withdrawals are reflected as a
payable.

         "ORDERS" means any orders, judgments, injunctions, awards, decrees or
writs handed down, adopted or imposed by any Governmental Entity.

         "PARTICIPATION CONTEST" has the meaning set forth in Section 8.03(b).

         "PER SHARE MERGER CONSIDERATION" has the meaning set forth in Section
2.02(c)(ii).

         "PERMITS" means any franchises, grants, authorizations, licenses,
registrations, easements, variances, exceptions, consents, certificates,
approvals and other permits of any Governmental Entity.

         "PERMITTED LIENS" means (i) Liens for Taxes (and assessments and other
governmental charges) not yet due and payable or that have been paid in full,
(ii) mechanics', landlord's, workmen's, repairmen's, warehousemen's, carriers'
or other like Liens (including Liens created by operation of law) arising in the
ordinary course of business consistent with past practice and securing amounts
that are not yet due and payable or are being contested in good faith, (iii)
Liens in respect of easements, permits, licenses, rights-of-way, restrictive
covenants, reservations or encroachments or other similar non-monetary title
exceptions with respect to real property which do not materially affect the
current use of the underlying asset, (iv) Liens in respect of pledges or
deposits under workers' compensation laws or similar legislation, unemployment


                                     -117-
<PAGE>

insurance or other types of social security or to secure the performance of
statutory obligations, surety and appeal, bonds, bids, leases, government
Contracts and similar obligations, (v) municipal by-laws, development
restrictions or regulations, facility cost sharing and servicing Contracts and
zoning, building or planning restrictions or regulations, (vi) Liens securing
Indebtedness to be repaid in the Debt Refinancings and (vii) Liens arising in
connection with this Agreement.

         "PERSON" means an individual, corporation, partnership, joint venture,
limited liability company, association, trust or other entity or organization,
including an unincorporated organization, a government or political subdivision
or an agency or instrumentality thereof.

         "POST-TRANSITION PERIOD BENEFIT PLANS" has the meaning set forth in
Section 7.11(e).

         "PRE-CLOSING RTMRG RETURNS" shall have the meaning set forth in Section
8.04(a).

         "PRE-CLOSING TAXABLE PERIODS" has the meaning set forth in Section
8.04(a).

         "PRE-CLOSING TAXES" has the meaning set forth in Section 8.01(a)(i).

         "PURCHASE PRICE ALLOCATION" means the following allocation: (x) the
aggregate Per Share Merger Consideration (subject to Section 2.02(c)(iv) and as
adjusted for payments pursuant to Section 2.07), and any amounts treated as an
adjustment to the aggregate Per Share Merger Consideration pursuant to Section
11.08, will be allocated to the shares of RTMRG Common Stock outstanding on the
Closing, (y) the RTMAC Aggregate Purchase Price, and any amounts treated as an
adjustment to the RTMAC Aggregate Purchase Price pursuant to Section 10.08 of
the RTMAC Purchase Agreement, will be allocated to the membership interests
acquired in the RTMAC Purchase and (z) the RTMMC Aggregate Purchase Price, and
any amounts treated as an adjustment to the RTMMC Aggregate Purchase Price
pursuant to Section 10.08 of the RTMMC Purchase Agreement, and RTMMC Assumed
Liabilities will be allocated to the RTMMC Purchased Assets.

         "REGISTRATION RIGHTS AGREEMENT" has the meaning set forth in the
recitals.

         "RELATED PERSON GUARANTORS" has the meaning set forth in Section
7.16(c).

         "REPLACEMENT OPTIONS" has the meaning set forth in Section 2.06.

         "REPRESENTATIVES" means, with respect to any Person, the directors,
officers, employees, consultants, accountants, legal counsel, investment
bankers, agents and other representatives of such Person and its Subsidiaries.

         "REQUIRED DEBT CONSENTS" has the meaning set forth in Section 7.07(b).


                                     -118-
<PAGE>

         "RESERVES" means the excess of (x) the sum of (i) the aggregate
reserves provided for Taxes of Triarc and its Subsidiaries on the consolidated
financial statements of Triarc for the fiscal quarter ended April 3, 2005 and
(ii) the aggregate reserves provided for Taxes of Triarc and its Subsidiaries in
accordance with GAAP from April 3, 2005 through the Closing Date; OVER (y) the
sum of (i) the aggregate reserves provided for Excluded Unrelated Taxes on the
consolidated financial statements of Triarc for the fiscal quarter ended April
3, 2005 and (ii) the aggregate reserves provided for Excluded Unrelated Taxes in
accordance with GAAP from April 3, 2005 through the Closing Date.

         "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 5.07(a).

         "RESTATED COMBINED RTM FINANCIAL STATEMENTS" has the meaning set forth
in Section 5.07(a).

         "RESTATED COMBINED RTM UNAUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 5.07(a).

         "RESTAURANTS" means "Arby's" branded restaurants and, with respect to
any Person, those certain "Arby's" restaurants owned or leased by such Person.

         "RTM BASKET AMOUNT" has the meaning set forth in Section 11.05(a).

         "RTM BENCHMARK" has the meaning set forth in Section 2.08(c).

         "RTM CLOSING BALANCE SHEET" has the meaning set forth in Section
2.09(a).

         "RTM CLOSING NET LIABILITIES" has the meaning set forth in Section
2.09(a)

         "RTM DISPUTE NOTICE" has the meaning set forth in Section 2.09(b).

         "RTM ESCROW FUND" has the meaning set forth in Section 2.05(a).

         "RTM ESTIMATED NET LIABILITIES" has the meaning set forth in Section
2.08(a).

         "RTM INSURANCE POLICIES" has the meaning set forth in Section 7.15(a).

         "RTM MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of the RTM Parties and their Subsidiaries, taken as a
whole, but shall exclude any change or development resulting from (i) any change
in Law or accounting rules or interpretations thereof, (ii) any change in
interest rates, general economic conditions or changes in the general economic
condition of any segment of the restaurant industry, or (iii) any change
resulting from the entry into or the announcement of this Agreement or the
transactions contemplated hereby, the performance of a party's obligations
hereunder


                                     -119-
<PAGE>

or to avoid a breach of this Agreement or (b) that prevents, materially delays
or materially impairs the ability of any RTM Party, any RTMRG Shareholder or any
RTMAC Seller, RTMMC or any RTMMC Member to perform its obligations under this
Agreement and the Ancillary Agreements to which it is a party or to consummate
the transactions contemplated hereby or thereby.

         "RTM NON-PREPAYABLE DEBT" means all Indebtedness for borrowed money of
any RTM Party or their Subsidiaries or included in the Winners Indebtedness
Amount that is not by its terms permitted to be prepaid, or the holders thereof
has not consented in writing to being prepaid (which consent is in full force
and effect) within 60 days after the Closing Date.

         "RTM PARTIES" means each of RTMRG, RTMAC and RTMMC.

         "RTM POST-SIGNING RETURNS" has the meaning set forth in 7.02(p).

         "RTM RELATED ENTITIES" means, collectively, Lee's Famous Recipe, Inc.,
Crown Restaurants, Inc., Winners Corporation, Winners Partners, Mrs. Winners,
L.P. and Winners International Restaurants, Inc. and their respective
Subsidiaries.

         "RTM REPRESENTATIVES" has the meaning set forth in Section 12.17(a).

         "RTM SHORTFALL AMOUNT" has the meaning set forth in Section 2.09(e).

         "RTM STATEMENT" has the meaning set forth in Section 2.09(a).

         "RTM TRANSACTIONS" has the meaning set forth in the recitals.

         "RTMAC" has the meaning set forth in the recitals.

         "RTMAC AGGREGATE PURCHASE PRICE" has the meaning set forth in the
recitals.

         "RTMAC ASSET RANGE" has the meaning set forth in the RTMAC Purchase
Agreement.

         "RTMAC BASKET EXCLUSIONS" has the meaning set forth in the RTMAC
Purchase Agreement.

         "RTMAC PURCHASE" has the meaning set forth in the recitals.

         "RTMAC PURCHASE AGREEMENT" has the meaning set forth in the recitals.

         "RTMAC SELLERS" means the "Sellers" as defined in the RTMAC Purchase
Agreement.

         "RTMMC" has the meaning set forth in the recitals.


                                     -120-
<PAGE>

         "RTMMC ACQUISITION SUB" has the meaning set forth in the recitals.

         "RTMMC AGGREGATE PURCHASE PRICE" has the meaning set forth in the
recitals.

         "RTMMC ASSET RANGE" has the meaning set forth in the RTMMC Purchase
Agreement.

         "RTMMC BASKET EXCLUSIONS" has the meaning set forth in the RTMMC
Purchase Agreement.

         "RTMMC MEMBERS" means the "Members" as defined in RTMMC Purchase
Agreement.

         "RTMMC PURCHASE" has the meaning set forth in the recitals.

         "RTMMC PURCHASE AGREEMENT" has the meaning set forth in the recitals.

         "RTMMC PURCHASED ASSETS AND ASSUMED LIABILITIES" means, collectively,
the "Purchased Assets" and the "Assumed Liabilities," each as defined in the
RTMMC Purchase Agreement.

         "RTMRG" has the meaning set forth in the preamble.

         "RTMRG BASKET AMOUNT" has the meaning set forth in Section 11.05(a).

         "RTMRG BASKET EXCLUSIONS" has the meaning set forth in Section
11.05(a).

         "RTMRG CERTIFICATES" has the meaning set forth in Section 2.02(c)(iii).

         "RTMRG COMMON STOCK" has the meaning set forth in the recitals.

         "RTMRG DISCLOSURE LETTER" has the meaning set forth in Article V.

         "RTMRG EMPLOYEE PLAN" has the meaning set forth in Section 5.14(a).

         "RTMRG EMPLOYEES" has the meaning set forth in Section 7.11(a).

         "RTMRG INDEMNIFIED PARTIES" has the meaning set forth in Section 11.02.

         "RTMRG INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in
Section 5.17(c).

         "RTMRG INVESTMENTS" has the meanings set forth in Section 5.04(a).

         "RTMRG LEASES" has the meaning set forth in Section 5.12(a)(xiv).


                                     -121-
<PAGE>

         "RTMRG MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of RTMRG and its Subsidiaries, taken as a whole, but
shall exclude any change or development resulting from (i) any change in Law or
accounting rules or interpretations thereof, (ii) any change in interest rates,
general economic conditions or changes in the general economic condition of any
segment of the restaurant industry, or (iii) any change resulting from the entry
into or the announcement of this Agreement or the transactions contemplated
hereby, the performance of a party's obligations hereunder or to avoid a breach
of this Agreement or (b) that prevents, materially delays or materially impairs
the ability of RTMRG or any RTMRG Shareholder to perform its obligations under
this Agreement and the Ancillary Agreements to which it is a party or to
consummate the transactions contemplated hereby or thereby.

         "RTMRG MATERIAL CONTRACTS" has the meaning set forth in Section
5.12(a).

         "RTMRG OPTIONS" has the meaning set forth in Section 2.06.

         "RTMRG PERMITS" has the meaning set forth in Section 5.10(b).

         "RTMRG PRE-CLOSING TAX RETURN" has the meanings set forth in Section
8.01(a).

         "RTMRG POST-CLOSING TAX RETURN" has the meaning set forth in Section
8.01(a).

         "RTMRG PRINCIPAL SHAREHOLDERS" has the meaning set forth in the
recitals.

         "RTMRG REAL PROPERTY" has the meaning set forth in Section 5.18.

         "RTMRG REAL PROPERTY LEASE" has the meaning set forth in Section
5.12(a)(xiii).

         "RTMRG RELATED PARTY ARRANGEMENT" has the meaning set forth in Section
5.26.

         "RTMRG RESTAURANTS" has the meaning set forth in Section 5.25.

         "RTMRG ROLLOVER OPTIONS" means sixty-nine percent (69%) of each RTMRG
Option held as of the date hereof by Thomas A. Garrett, J. David Pipes and
Michael I. Lippert.

         "RTMRG ROLLOVER OPTION SHARES" means the aggregate number of shares of
Triarc Class B-1 Common Stock (if the Triarc B-1 Election shall have been made)
or Triarc Class B-2 Common Stock (if the Triarc B-2 Election shall have been
made) for which the options granted in exchange for the RTMRG Rollover Options
may be exercised (treating such options as fully vested for this purpose) as of
immediately after the Closing.


                                     -122-
<PAGE>

         "RTMRG SHAREHOLDERS" has the meaning set forth in Section 2.05(a).

         "RTMRG SHAREHOLDERS OBLIGATIONS AMOUNT" means, (i) as to any RTMRG
Shareholder, the Indebtedness (including any "board bonus overpayment" amounts)
outstanding immediately prior to the Closing that is owed to RTMRG or any of its
Subsidiaries by such RTMRG Shareholder or any Affiliate (other than any RTM
Party or RTM Related Entity or their respective Subsidiaries) or Immediate
Family Member of such RTMRG Shareholder (that is not itself, himself or herself
an RTMRG Shareholder), including all amounts advanced by RTMRG or any of its
Subsidiaries in connection with the exercise of RTMRG Options and (ii) as to the
RTMRG Shareholders collectively, the aggregate of such amounts.

         "RTMRG TAX BASKET AMOUNT" has the meaning set forth in Section 8.01(a).

         "RTMRG THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set
forth in Section 5.17(b).

         "RTMRG TRANSACTIONS" means any transactions among any of the Triarc
Parties, RTMRG, its shareholders, or any of their Subsidiaries or any of their
Affiliates contemplated by this Agreement, the RTMAC Purchase Agreement or the
RTMMC Purchase Agreement to occur on or before the Closing Date, including any
Excluded Asset Dispositions, any payment of the Aggregate Merger Consideration,
the RTMAC Aggregate Purchase Price or the RTMMC Aggregate Purchase Price and the
transactions described in Section 7.15, Section 7.16, Section 7.18, Section
7.19, Section 8.08, Section 8.11, Section 9.02(i) and Section 12.18 of this
Agreement and Section 6.02 of the RTMRG Disclosure Letter; Section 1.03, Section
6.11, Section 8.02(g), Section 8.02(h), Section 8.02(i) and Section 8.02(j) of
the RTMMC Purchase Agreement; and Section 6.12 and Section 8.02(g) of the RTMAC
Purchase Agreement.

         "RTMRG WRITTEN CONSENT" has the meaning set forth in the recitals.

         "SEC" means the United States Securities and Exchange Commission.

         "SECOND CERTIFICATE OF MERGER" has the meaning set forth in Section
1.03(b).

         "SECOND EFFECTIVE TIME" has the meaning set forth in Section 1.03(b).

         "SECOND MERGER" has the meaning set forth in the recitals.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
7.05(a).

         "SOA" has the meaning set forth in Section 7.14.


                                     -123-
<PAGE>

         "STATEMENTS" has the meaning set forth in Section 2.09(a).

         "STRADDLE PERIOD" has the meaning set forth in Section 8.05.

         "STRADDLE RETURNS" has the meaning set forth in Section 8.04(c).

         "SUBSIDIARY" means, as to any Person, (i) a corporation of which such
Person directly or indirectly owns securities or other equity interests
representing more than fifty percent (50%) of the aggregate voting power or (ii)
any other Person in which such Person, directly or indirectly, has the power to
direct the policies, management and affairs thereof.

         "SURVIVING CORPORATION" has the meaning set forth in Section 1.01(a).

         "SURVIVING LLC" has the meaning set forth in Section 1.01(b).

         "SYBRA" means Sybra, Inc., a Delaware corporation.

         "T/A TAX SHARING AGREEMENT" means the Tax Sharing Agreement by and
among Triarc Companies, Inc. and Arby's Inc., effective from and after January
3, 2000.

         "TAKEOVER PROPOSAL" means any proposal or offer relating to (i) a
merger, consolidation, share exchange or business combination involving RTMRG or
any of its Subsidiaries, (ii) a sale, lease, exchange, mortgage, transfer or
other disposition, in a single transaction or series of related transactions, of
20% or more of the assets of RTMRG and its Subsidiaries, taken as a whole, (iii)
a purchase or sale of shares of capital stock or other securities, in a single
transaction or series of related transactions, representing 20% or more of the
voting power of the capital stock or similar equity interests of RTMRG or any of
its Subsidiaries, including by way of a tender offer or exchange offer, (iv) a
reorganization, recapitalization, liquidation or dissolution of RTMRG or any of
its Subsidiaries, or (v) any other transaction having a similar effect to those
described in clauses (i) - (iv), in each case other than the transactions
contemplated by this Agreement.

         "TAKEOVER STATUTES" has the meaning set forth in Section 7.09.

         "TAX" or "TAXES" means (i) any and all federal, state, provincial,
local, foreign and other taxes (including withholding taxes), levies, fees,
imposts, duties, and similar governmental charges (including any interest,
fines, assessments, penalties or additions to tax imposed in connection
therewith or with respect thereto) including (x) taxes imposed on, or measured
by, income, franchise, profits or gross receipts, and (y) ad valorem, value
added, capital gains, sales, goods and services, use, real or personal property,
capital stock, license, branch, payroll, estimated withholding, employment,
social security (or similar), unemployment, compensation, utility, severance,
production, excise, stamp, occupation, premium, windfall profits, transfer and
gains taxes, and customs duties, and (ii) any transferee liability in respect of
any items described in the foregoing clause (i).


                                     -124-
<PAGE>

         "TAX ACTIONS" has the meaning set forth in Section 6.02(p).

         "TAX BENEFITS" has the meaning set forth in Section 8.01(b).

         "TAX COSTS" has the meaning set forth in Section 8.01(b).

         "TAX LOSS" has the meaning set forth in Section 8.01(a).

         "TAX RETURNS" means any and all reports, returns, declarations, claims
for refund, elections, disclosures, estimates, information reports or returns or
statements required to be supplied to a taxing authority in connection with
Taxes, including any schedule or attachment thereto or amendment thereof.

         "TAX SHARING AGREEMENT" means any agreement relating to the sharing,
allocation or indemnification of Taxes, or any similar agreement, Contract or
arrangement.

         "TM CAPITAL" means TM Capital Corp., a Delaware corporation.

         "TRADEMARK LICENSE AGREEMENT" has the meaning set forth in the RTMMC
Purchase Agreement.

         "TRANSACTION SUPPORT AGREEMENT" has the meaning set forth in the
recitals.

         "TRANSFER TAXES" has the meaning set forth in Section 8.07.

         "TRANSITION PERIOD" has the meaning set forth in Section 7.11(d).

         "TRIARC" has the meaning set forth in the preamble.

         "TRIARC AUDITED FINANCIAL STATEMENTS" has the meaning set forth in
Section 4.07.

         "TRIARC B-1 ELECTION" has the meaning set forth in Section
2.01(a)(ii)(A).

         "TRIARC B-2 ELECTION" has the meaning set forth in Section
2.01(a)(ii)(B).

         "TRIARC BASKET AMOUNT" has the meaning set forth in Section 11.03(b).

         "TRIARC BASKET EXCLUSIONS" has the meaning set forth in Section
11.03(b).

         "TRIARC BYLAWS" has the meaning set forth in Section 1.07(a).

         "TRIARC CERTIFICATE" has the meaning set forth in Section 2.04(c).

         "TRIARC CERTIFICATE OF INCORPORATION" has the meaning set forth in
Section 1.07(a).


                                     -125-
<PAGE>

         "TRIARC CLASS A COMMON STOCK" has the meaning set forth in Section
3.03(a).

         "TRIARC CLASS B COMMON STOCK" has the meaning set forth in the
recitals.

         "TRIARC CLASS B-1 COMMON STOCK" has the meaning set forth in the
recitals.

         "TRIARC CLASS B-2 COMMON STOCK" has the meaning set forth in the
recitals.

         "TRIARC CONTRIBUTIONS" has the meaning set forth in the recitals.

         "TRIARC CONVERTIBLE NOTES" has the meaning set forth in Section
3.03(b).

         "TRIARC DISCLOSURE LETTER" has the meaning set forth in Article III.

         "TRIARC ELA CONTRIBUTIONS" has the meaning set forth in Section
8.11(b).

         "TRIARC FINANCIAL STATEMENTS" has the meaning set forth in Section
4.07.

         "TRIARC INDEMNIFIED PARTIES" has the meaning set forth in Section
11.04.

         "TRIARC MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of Triarc and its Subsidiaries, taken as a whole, but
shall exclude any change or development resulting from (i) any change in Law or
accounting rules or interpretations thereof, (ii) any change in interest rates,
general economic conditions or changes in the general economic condition of any
segment of the restaurant or asset management industry, or (iii) any change
resulting from the entry into or the announcement of this Agreement or the
transactions contemplated hereby, the performance of a party's obligations
hereunder or to avoid a breach of this Agreement or (b) that prevents,
materially delays or materially impairs the ability of any Triarc Party to
perform its obligations under this Agreement and the Ancillary Agreements to
which it is a party or to consummate the transactions contemplated hereby or
thereby.

         "TRIARC OPTION PLANS" has the meaning set forth in Section 3.03(b).

         "TRIARC PARTIES" has the meaning set forth in the preamble.

         "TRIARC SEC REPORTS" has the meaning set forth in Section 4.06.

         "TRIARC UNAUDITED FINANCIAL STATEMENTS" has the meaning set forth in
Section 4.07.

         "TRIGGER EVENT" has the meaning set forth in the Certificate of
Designation.


                                     -126-
<PAGE>

         "UNACCREDITED INVESTOR PER SHARE MERGER CONSIDERATION" has the meaning
set forth in Section 2.03(c)(i).

         "UNRELATED LIABILITY" has the meaning set forth in Section 11.02(c)

         "WARN" means the Worker Adjustment and Retraining Notification Act, as
amended.

         "WINNERS INDEBTEDNESS AMOUNT" means, as of the Closing Date, the
aggregate principal amount of and accrued interest on the Indebtedness of the
Mrs. Winners Obligors set forth in Section 5.07(c) of the RTMRG Disclosure
Letter, plus the amount of all prepayment penalties and premiums payable in
connection with the prepayment of such Indebtedness on the Closing Date.

         "WINNERS LETTERS OF CREDIT" means the letters of credit in favor of
Liberty Mutual related to obligations of the Mrs. Winners Obligors or their
Subsidiaries.

         Section 12.02  INTERPRETATION. Any reference in this Agreement to a
statute shall be to such statute, as amended from time to time prior to the date
hereof, and to the rules and regulations promulgated thereunder prior to the
date hereof. Any reference to any agreement, document or instrument means such
agreement, document or instrument as amended or otherwise modified from time to
time in accordance with its terms. Unless the context otherwise requires, (1)
all references made in this Agreement to a Section, Schedule or an Exhibit are
to a Section, Schedule or an Exhibit of or to this Agreement, (2) "or" is
disjunctive but not necessarily exclusive, (3) "will" shall be deemed to have
the same meaning as the word "shall" and (4) words in the singular include the
plural and vice versa. Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation," whether or not so followed. All references to "$" or
dollar amounts are to lawful currency of the United States of America, unless
otherwise expressly stated. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

         Section 12.03  FEES, COSTS AND EXPENSES.

         (a)    If the RTM Transactions are consummated, all reasonable
out-of-pocket fees and expenses (including those payable to third party
Representatives) incurred by the Triarc Parties or the RTM Parties or their
Subsidiaries on their behalf in connection with this Agreement and the Ancillary
Agreements and the transactions contemplated by this Agreement and the Ancillary
Agreements, including the previously contemplated initial public offering of
Arby's, Inc., the Debt Financing and the Debt Refinancings (other than the costs
and expenses of complying with Section 7.07(b), or any similar costs and
expenses incurred or paid by any RTM Party or its Subsidiaries prior to the date
hereof), including the fees and expenses of Ernst & Young LLP and Deloitte &
Touche LLP ("EXPENSES"), shall be paid by ARG promptly upon receipt of
reasonably detailed invoices and other documentation related thereto. Section
12.03(a) of the Triarc Disclosure Letter and Section 12.03(a) of the RTMRG
Disclosure Letter sets


                                     -127-
<PAGE>

forth a true and complete description of the basis upon which the Expenses
payable by or on behalf of the Triarc Parties and RTMRG, respectively, to the
advisors of the Triarc Parties or RTMRG, as the case may be, will be paid.

         (b)    If the RTM Transactions are not consummated, all Expenses
shall be paid by the party incurring those Expenses, except that the Expenses
incurred in connection with the filing fee under the HSR Act, the Expenses
incurred in connection with the previously contemplated initial public offering
of Arby's, Inc. (including those of Deloitte & Touche LLP in connection with the
previously contemplated initial public offering of Arby's, Inc.), the Debt
Refinancings (other than the costs and expenses of complying with Section
7.07(b), or any similar costs and expenses incurred or paid by any RTM Party or
its Subsidiaries prior to the date hereof), the registration fee in respect of
the Shelf Registration Statement, the fees and expenses of Valuation Research
and the Expenses incurred by RTMRG in connection with its obligations under
Section 7.14 shall be shared 60% by Triarc and 40% by RTMRG, RTMMC and RTMAC.

         Section 12.04  NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be delivered by hand or overnight courier service or by facsimile:

         if to the Triarc Parties, to:

                c/o Triarc Companies, Inc.
                280 Park Avenue
                New York, New York  10017
                Attention:  Brian L. Schorr, Esq.
                Fax:  (212) 451-3216

         with a copy to:

                Paul, Weiss, Rifkind, Wharton & Garrison LLP
                1285 Avenue of the Americas
                New York, New York 10019-6064
                Attention:  Paul D. Ginsberg, Esq.
                Fax:  (212) 757-3990

         if to RTMRG, to:

                RTM Restaurant Group, Inc.,
                5995 Barfield Road
                Atlanta, Georgia 30328-4411
                Attention:  Dennis E. Cooper
                Fax:  (404) 847-0183


                                     -128-
<PAGE>

         with a copy to:

                Sutherland Asbill & Brennan LLP
                995 Peachtree Street, N.E.
                Atlanta, Georgia 30309-3996
                Attention:  Mark D. Kaufman, Esq.
                Fax:  (404) 853-8806

         if to the RTM Representatives, to:

                Russell V. Umphenour, Jr.
                5995 Barfield Road
                Atlanta, Georgia 30328-4411
                Fax:  (404) 250-4856

                and

                Dennis E. Cooper
                5995 Barfield Road
                Atlanta, Georgia 30328-4411
                Fax:  (404) 250-4856

                and

                J. Russell Welch 5995 Barfield Road Atlanta, Georgia
                30328-4411 Fax: (404) 250-4856

         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  995 Peachtree Street, N.E.
                  Atlanta, Georgia 30309-3996
                  Attention:  Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication shall be effective (a) if delivered by hand, when such
delivery is made at the address specified in this Section 12.04, (b) if
delivered by overnight courier service, the next Business Day after such
communication is sent to the address specified in this Section 12.04 or (c) if
delivered by facsimile, when such facsimile is transmitted to the facsimile
number specified in this Section 12.04 and appropriate confirmation is received.


                                     -129-
<PAGE>

         Section 12.05  GOVERNING LAW. This Agreement and any claim or
controversy relating hereto shall be governed by and construed in accordance
with the law of the State of New York, without regard to the conflicts of law
rules of such state that would result in the application of the law of another
jurisdiction, except to the extent that provisions of the GBCC or the DLLCA are
mandatorily applicable.

         Section 12.06  JURISDICTION. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be brought in the United States District
Court for the Southern District of New York or any New York State court sitting
in New York City, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as
provided in Section 12.04 shall be deemed effective service of process on such
party.

         Section 12.07  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         Section 12.08  EXHIBITS AND DISCLOSURE LETTERS. Any matter, information
or item disclosed in the Triarc Disclosure Letter or the RTMRG Disclosure under
any specific representation or warranty or schedule number hereof, shall be
deemed to have been disclosed for all purposes of this Agreement in response to
every representation or warranty in this Agreement in respect of which such
disclosure is reasonably apparent on its face. The inclusion of any matter,
information or item in the Triarc Disclosure Letter or the RTMRG Disclosure
shall not be deemed to constitute an admission of any Liability by Triarc or
RTMRG or any other Person to any third party or otherwise imply, that any such
matter, information or item is material or creates a measure for materiality for
the purposes of this Agreement. Nothing in the RTMRG Disclosure Letter or the
Triarc Disclosure Letter is intended or shall be deemed to broaden the scope of
any representation or warranty contained in this Agreement.


                                     -130-
<PAGE>

         Section 12.09  NO THIRD-PARTY BENEFICIARIES. Except as provided in
Section 7.10, 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.

         Section 12.10  SEVERABILITY. The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions of this
Agreement. If any provision of this Agreement, or the application of that
provision to any Person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted for that provision in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of the invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of that provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of that provision, or the application of that provision, in any other
jurisdiction.

         Section 12.11  RULES OF CONSTRUCTION. The parties to this Agreement
have been represented by counsel during the negotiation and execution of this
Agreement and waive the application of any Laws or rule of construction
providing that ambiguities in any agreement or other document shall be construed
against the party drafting such agreement or other document.

         Section 12.12  ASSIGNMENT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of each other party hereto, except as otherwise expressly provided
herein.

         Section 12.13  REMEDIES. Except as otherwise provided in this
Agreement, any and all remedies expressly conferred upon a party to this
Agreement shall be cumulative with, and not exclusive of, any other remedy
contained in this Agreement, at law or in equity. The exercise by a party to
this Agreement of any one remedy shall not preclude the exercise by it of any
other remedy.

         Section 12.14  SPECIFIC PERFORMANCE. The parties to this Agreement
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties to this Agreement shall be entitled to an injunction or injunctions
(without the payment or posting of any bond) to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States or any state having jurisdiction, this being
in addition to any other remedy to which they are entitled at law or in equity.

         Section 12.15  COUNTERPARTS. This Agreement 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


                                     -131-
<PAGE>

were upon the same instrument. This Agreement shall become effective when each
party hereto shall have received a counterpart hereof signed by the other party
hereto.

         Section 12.16  ENTIRE AGREEMENT. This Agreement (including the Annexes
to this Agreement), the Triarc Disclosure Letter, the RTMRG Disclosure Letter,
the Confidentiality Agreements and the Ancillary Agreements constitute the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

         Section 12.17  RTM REPRESENTATIVES.

         (a)    Effective as of the date hereof each RTMRG Principal
Shareholder, by such RTMRG Principal Shareholder's execution and delivery of the
Transaction Support Agreement, hereby irrevocably constitutes and appoints, and
effective as of the Effective Time, each other RTMRG Shareholder, by such RTMRG
Shareholder's acceptance of the Per Share Merger Consideration, will be
conclusively deemed to have irrevocably constituted and appointed, Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, acting by a majority, to
act as his, her or its representatives under this Agreement and the Ancillary
Agreements (the "RTM REPRESENTATIVES"), with full power of substitution, to
exercise the powers and to perform:

                (i)     the duties required or permitted to be performed by the
RTM Representatives on behalf of the RTMRG Shareholders under and pursuant to
this Agreement and the Ancillary Agreements;

                (ii)    such other duties as are delegated to the RTM
Representatives under this Agreement and the Ancillary Agreements, to be
performed by the RTM Representatives on behalf of the RTMRG Shareholders in
their capacities as RTMRG Shareholders; and

                (iii)   such actions as are reasonably incident to any of the
duties referred to in the preceding clauses (i) and (ii) above, including the
taking of any action and the execution and delivery of any agreement or
instrument by or on behalf of each RTMRG Shareholder which the RTM
Representatives deem necessary or reasonably required to accomplish the purposes
of the foregoing. The appointment set forth in this Section 12.17 shall be
coupled with an interest.

         (b)    Without limiting the generality of the foregoing, the RTM
Representatives, acting by a majority, shall have the right and power to do or
cause to be done any of the following things on behalf of each of the RTMRG
Shareholders and all of them collectively:

                (i)     act as the sole representatives of the RTMRG
Shareholders and exercise all rights of the RTMRG Shareholders under this
Agreement or the Ancillary Agreements, including the prosecution, defense and
settlement of all claims


                                     -132-
<PAGE>

and actions under, and to resolve all matters relating to, indemnification
hereunder or under any related agreement;

                (ii)    (A) authorize delivery to any Triarc Indemnified Party
of all or a portion of the RTM Escrow Fund in accordance with the Escrow
Agreement, (B) receive any payments made to the RTMRG Shareholders or to the RTM
Representatives on such RTMRG Shareholders behalf pursuant to this Agreement or
the Ancillary Agreements, (C) invest such funds pending their disbursement in
such manner as the RTM Representatives in their sole discretion, acting by a
majority, deem appropriate, and (D) disburse to the RTMRG Shareholders payments
made to the RTM Representatives under this Agreement, the Escrow Agreement or
the Ancillary Agreements; and

                (iii)   otherwise take all actions and do all things reasonably
required or advisable to accomplish any of the matters referred to in this
Agreement or the Ancillary Agreements, including the execution and delivery of
any documents and instruments, and generally to act for and in the name of the
RTMRG Shareholders as fully as each RTMRG Shareholder could if then personally
present and acting. The RTM Representatives, acting by a majority, are hereby
empowered to determine, in accordance with the terms of this Agreement or the
Ancillary Agreements, the time or times when, the purposes for which, and the
manner in which, the power herein conferred upon the RTM Representatives shall
be exercised.

         (c)    The Triarc Parties and all other persons dealing with the RTM
Representatives may rely and act upon any writing believed in good faith to be
signed by a majority of the RTM Representatives or an authorized representative
of the RTM Representatives, and may assume that all actions of the RTM
Representatives, acting by a majority, and any authorized representative of the
RTM Representatives have been duly authorized by the RTMRG Shareholders. The
actions, decisions and instructions of the RTM Representatives taken, made or
given pursuant to the authority granted to the RTM Representatives pursuant to
this Section 12.17 shall be conclusive and binding upon each RTMRG Shareholder
and each RTMRG Shareholder's heirs, representatives, successors and assigns, as
applicable, and such Persons shall not have the right to object, dissent,
protest or otherwise contest the same.

         (d)    The RTM Representatives shall promptly deliver to each RTMRG
Shareholder copies of all statements, notices, letters of direction or other
material communications given or received by any of them in his capacity as one
of the RTM Representatives under this Agreement or any Ancillary Agreement. The
RTM Representatives, acting by a majority, shall have the sole power and
authority, without prior notice to or consultation with any of the RTMRG
Shareholders, to take all actions required or permitted to be taken by the RTM
Representatives, the RTMRG Shareholders or any of them under this Agreement or
any Ancillary Agreement.

         (e)    The RTM Representatives may execute any of their duties under
this Agreement or any Ancillary Agreement by or through agents and shall be
entitled to rely upon the advice of counsel concerning all matters pertaining to
the RTM


                                     -133-
<PAGE>

Representatives' duties, as the case may be, hereunder and thereunder. The RTM
Representatives shall be entitled to rely on any notice, consent, certificate,
affidavit, letter, telegram, statement or other document believed by the RTM
Representatives to be genuine and correct and to have been signed and sent by
the proper person or persons and, in respect to legal matters, upon the opinion
of counsel selected by the RTM Representatives. The RTM Representative may
invest the Expenses Fund and other funds advanced to them for their expenses in
such interest or non-interest bearing accounts or investments as they deem
appropriate. Any remaining amounts in the Expenses Fund after payment of all of
the RTM Representative's expenses for acting as such, or after making adequate
provision therefor, shall be distributed to RTMRG Shareholders pro rata based on
shares of RTMRG Common Stock owned immediately prior to the First Effective
Time.

         (f)    The RTM Representatives shall be entitled to reimbursement for
all out-of-pocket expenses, including reasonable attorneys' and accountants'
fees and expenses, incurred by the RTM Representatives in connection with the
administration or enforcement of, or the preservation of any rights of the RTMRG
Shareholders under, this Agreement or any Ancillary Agreement, first out of the
Expenses Fund to the extent thereof and then from the RTMRG Principal
Shareholders, who shall reimburse the RTM Representatives for expenses. Each of
the RTMRG Principal Shareholders shall be responsible for such out-of-pocket
expenses pro rata in proportion to the percentage of the total number of shares
of RTMRG Common Stock held by the RTMRG Principal Shareholders immediately prior
to the Merger.

         (g)    Actions by the RTM Representatives will be effective only if
taken by a majority of the RTM Representatives. In carrying out their duties and
responsibilities in their capacity as RTM Representatives under this Agreement
or the Ancillary Agreements, neither the RTM Representatives nor any of their
agents shall be liable to any RTMRG Shareholder for any action lawfully taken or
omitted to be taken by him, her, it or them in good faith under this Agreement,
the Merger Agreement or the Ancillary Agreements, except for the RTM
Representatives' or their agents' willful misconduct or fraud.

         (h)    The RTMRG Principal Shareholders, severally, hereby agree to
indemnify and hold harmless each of the RTM Representatives, his agents,
successors and assigns with respect to any act or omission of or by any of them
absent willful misconduct or fraud in connection with any and all matters
contemplated by this Agreement or the Ancillary Agreements.

         (i)    If any of the RTM Representatives should die, become disabled
or otherwise become unable to fulfill his responsibilities as one of the RTM
Representatives or shall resign, then the RTMRG Shareholders, the RTMAC Sellers
and the RTMMC Members, by a majority vote based on their respective pro rata
interests in the Aggregate Merger Consideration, shall promptly appoint a
successor representative and shall promptly notify Triarc of such successor. The
authorizations of the RTM Representatives will be effective until their rights
and obligations under this Agreement and the Ancillary Agreements terminate by
virtue of the termination of any and all


                                     -134-
<PAGE>

obligations of the RTMRG Shareholders to the Triarc Parties under this Agreement
and the Ancillary Agreements.

         Section 12.18  NEUTRAL TREATMENT FOR PRE-APPROVED MATTER.
Notwithstanding anything to the contrary contained in this Agreement, with
respect to the transaction identified in Section 6.02 of the RTMRG Disclosure
Letter as the one being subject to Section 12.18, PROVIDED, that RTMRG shall
have afforded Triarc a reasonable opportunity to review the definitive
agreements related to such transaction prior to their execution and delivery and
such definitive agreements are reasonably satisfactory to Triarc: (a) any
current assets and current Liabilities related to the business, assets and
Liabilities acquired or assumed thereby, and any Indebtedness incurred in
connection therewith, shall be excluded from the calculation of RTM Estimated
Net Liabilities and RTM Closing Net Liabilities, (b) other than Section 6.02, no
representations, warranties or covenants whatsoever shall apply in respect of
such transaction or the business, assets and Liabilities acquired thereby, and
(c) the Triarc Indemnified Parties will not have any rights under Article VIII
or Article XI in respect of such transaction or the business, assets and
Liabilities acquired thereby, other than for any breach of any covenant or
agreement of RTMRG contained in Section 6.02 in respect thereof.



                                     -135-
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

                                        TRIARC COMPANIES, INC.


                                        By: /s/ Nelson Peltz
                                            ----------------------------------
                                            Name:  Nelson Peltz
                                            Title: Chairman & CEO


                                        By: /s/ Peter W. May
                                            ----------------------------------
                                            Name:  Peter W. May
                                            Title: President & COO


                                        ARBY'S ACQUISITION CO.


                                        By: /s/ Peter W. May
                                            ----------------------------------
                                            Name:  Peter W. May
                                            Title: Executive Vice President



                                        ARBY'S RESTAURANT, LLC


                                        By: /s/ Peter W. May
                                            ----------------------------------
                                            Name:  Peter W. May
                                            Title: Executive Vice President



                                        RTM RESTAURANT GROUP, INC.


                                        By: /s/ Dennis E. Cooper
                                            ----------------------------------
                                            Name:  Dennis E. Cooper
                                            Title: Chairman


                                        By: /s/ J. Russell Welch
                                            ----------------------------------
                                            Name:  J. Russell Welch
                                            Title: Assistant Secretary



                                     -136-
<PAGE>


                                        RTM REPRESENTATIVES:


                                        /s/ Russell V. Umphenour, Jr.
                                        --------------------------------------
                                                 RUSSELL V. UMPHENOUR, JR.



                                        /s/ Dennis E. Cooper
                                        --------------------------------------
                                                 DENNIS E. COOPER



                                        /s/ J. Russell Welch
                                        --------------------------------------
                                                 J. RUSSELL WELCH





                                     -137-
</TEXT>
</DOCUMENT>
<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


                                                * * * * *



                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>ex2-3form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.3
<TEXT>

                                                                     EXHIBIT 2.3
                                                                     -----------


================================================================================




                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

                                  by and among

                             TRIARC COMPANIES, INC.,

                         ARBY'S RESTAURANT GROUP, INC.,
                                    as Buyer,

                               ALL THE MEMBERS OF
                         RTM ACQUISITION COMPANY, L.L.C.
                                   as Sellers

                                       and

                            RUSSELL V. UMPHENOUR, JR.

                                DENNIS E. COOPER,

                                       and

                                J. RUSSELL WELCH

                           as the RTM Representatives



                               ___________________

                            Dated as of May 27, 2005

                               ___________________





================================================================================

<PAGE>

<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE I SALE AND PURCHASE OF MEMBERSHIP INTERESTS......................................................2
     SECTION 1.01        SALE AND PURCHASE OF MEMBERSHIP INTERESTS.......................................2
     SECTION 1.02        CLOSING.........................................................................2
     SECTION 1.03        PAYMENT OF AGGREGATE PURCHASE PRICE.............................................3
     SECTION 1.04        REQUIRED WITHHOLDING............................................................3

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO RTMAC.....................................3
     SECTION 2.01        ORGANIZATION AND QUALIFICATION OF RTMAC.........................................3
     SECTION 2.02        AUTHORIZATION OF RTMAC; ENFORCEABILITY..........................................4
     SECTION 2.03        MEMBERSHIP INTERESTS............................................................4
     SECTION 2.04        SUBSIDIARIES....................................................................4
     SECTION 2.05        GOVERNMENTAL AUTHORIZATIONS.....................................................4
     SECTION 2.06        NON CONTRAVENTION...............................................................5
     SECTION 2.07        RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL CONTROLS; INDEBTEDNESS.....5
     SECTION 2.08        ABSENCE OF CERTAIN CHANGES OR EVENTS............................................6
     SECTION 2.09        ABSENCE OF UNDISCLOSED LIABILITIES..............................................7
     SECTION 2.10        COMPLIANCE WITH LAWS; PERMITS...................................................7
     SECTION 2.11        LEGAL ACTIONS...................................................................7
     SECTION 2.12        CONTRACTS.......................................................................8
     SECTION 2.13        TAX MATTERS....................................................................10
     SECTION 2.14        EMPLOYEE BENEFITS..............................................................11
     SECTION 2.15        LABOR MATTERS..................................................................14
     SECTION 2.16        ENVIRONMENTAL MATTERS..........................................................14
     SECTION 2.17        INTELLECTUAL PROPERTY..........................................................15
     SECTION 2.18        REAL PROPERTY..................................................................16
     SECTION 2.19        PERSONAL PROPERTY..............................................................16
     SECTION 2.20        SUFFICIENCY OF ASSETS..........................................................16
     SECTION 2.21        INSURANCE......................................................................17
     SECTION 2.22        INVENTORY......................................................................17
     SECTION 2.23        ACCOUNTS RECEIVABLE............................................................17
     SECTION 2.24        SUPPLIERS......................................................................17
     SECTION 2.25        RTMAC RESTAURANTS..............................................................17
     SECTION 2.26        TRANSACTIONS WITH AFFILIATES...................................................18
     SECTION 2.27        BROKERS AND FINDERS............................................................18
     SECTION 2.28        INVESTMENT COMPANY.............................................................19

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS...............................................19
     SECTION 3.01        TITLE TO THE MEMBERSHIP INTERESTS..............................................19
     SECTION 3.02        ORGANIZATION AND AUTHORITY OF SUCH SELLER; ENFORCEABILITY......................19
     SECTION 3.03        GOVERNMENTAL AUTHORIZATIONS....................................................19
     SECTION 3.04        NON-CONTRAVENTION..............................................................20
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS
                                              (continued)
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRIARC AND ARG.............................................20
     SECTION 4.01        ORGANIZATION AND QUALIFICATION OF TRIARC AND ARG...............................20
     SECTION 4.02        AUTHORIZATION OF TRIARC AND ARG; ENFORCEABILITY................................21
     SECTION 4.03        GOVERNMENTAL AUTHORIZATIONS....................................................21
     SECTION 4.04        NON-CONTRAVENTION..............................................................21
     SECTION 4.05        BROKERS AND FINDERS............................................................22
     SECTION 4.06        PURCHASE FOR INVESTMENT........................................................22

ARTICLE V INTERIM OPERATIONS COVENANTS..................................................................23
     SECTION 5.01        CONDUCT OF BUSINESS OF RTMAC...................................................23
     SECTION 5.02        CONTROL OF BUSINESS PENDING CLOSING............................................26

ARTICLE VI ADDITIONAL COVENANTS.........................................................................26
     SECTION 6.01        ACCESS TO INFORMATION; CONFIDENTIALITY.........................................26
     SECTION 6.02        COMMERCIALLY REASONABLE EFFORTS................................................26
     SECTION 6.03        NOTICES OF CERTAIN EVENTS......................................................27
     SECTION 6.04        CONSENTS; FILINGS..............................................................27
     SECTION 6.05        ACTIONS WITH RESPECT TO DEBT FINANCING AND DEBT REFINANCINGS...................28
     SECTION 6.06        NO SOLICITATION................................................................29
     SECTION 6.07        DEFENSE OF LITIGATION..........................................................29
     SECTION 6.08        EMPLOYEES AND EMPLOYEE BENEFITS, ETC...........................................30
     SECTION 6.09        DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.........................31
     SECTION 6.10        PUBLIC ANNOUNCEMENTS...........................................................32
     SECTION 6.11        SARBANES-OXLEY COMPLIANCE......................................................32
     SECTION 6.12        CHARITABLE COMMITMENTS.........................................................32

ARTICLE VII TAX MATTERS.................................................................................33
     SECTION 7.01        TAX INDEMNIFICATION............................................................33
     SECTION 7.02        TAX INDEMNIFICATION PROCEDURES.................................................34
     SECTION 7.03        RTM TAX AUDITS AND CONTESTS; COOPERATION.......................................35
     SECTION 7.04        PREPARATION OF TAX RETURNS AND PAYMENT OF TAXES................................37
     SECTION 7.05        STRADDLE PERIODS...............................................................38
     SECTION 7.06        REFUNDS........................................................................39
     SECTION 7.07        CONVEYANCE TAXES...............................................................39
     SECTION 7.08        TERMINATION OF TAX SHARING AGREEMENTS..........................................39
     SECTION 7.09        SECTION 754 ELECTION...........................................................39
     SECTION 7.10        TAX TREATMENT..................................................................39
     SECTION 7.11        RTMAC ASSET RANGE..............................................................40
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                          TABLE OF CONTENTS
                                              (continued)
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE VIII CONDITIONS TO CLOSING......................................................................40
     SECTION 8.01        CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE PURCHASE..................40
     SECTION 8.02        CONDITIONS TO OBLIGATIONS OF TRIARC AND ARG TO EFFECT THE PURCHASE.............41
     SECTION 8.03        CONDITIONS TO OBLIGATIONS OF THE SELLERS TO EFFECT THE PURCHASE................42
     SECTION 8.04        FRUSTRATION OF CLOSING CONDITIONS..............................................43

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER............................................................43
     SECTION 9.01        GROUNDS FOR TERMINATION........................................................43
     SECTION 9.02        EFFECT OF TERMINATION..........................................................44
     SECTION 9.03        AMENDMENT......................................................................44
     SECTION 9.04        EXTENSION; WAIVER..............................................................44

ARTICLE X SURVIVAL; INDEMNIFICATION.....................................................................45
     SECTION 10.01       SURVIVAL.......................................................................45
     SECTION 10.02       OBLIGATION OF ARG TO INDEMNIFY.................................................45
     SECTION 10.03       MATTERS PERTAINING TO INDEMNIFICATION BY ARG...................................46
     SECTION 10.04       OBLIGATION OF THE SELLERS TO INDEMNIFY.........................................47
     SECTION 10.05       MATTERS PERTAINING TO INDEMNIFICATION BY THE SELLERS...........................49
     SECTION 10.06       PROCEDURE FOR INDEMNIFICATION..................................................51
     SECTION 10.07       SOLE AND EXCLUSIVE REMEDY......................................................53
     SECTION 10.08       MISCELLANEOUS..................................................................53

ARTICLE XI MISCELLANEOUS................................................................................53
     SECTION 11.01       DEFINITIONS....................................................................53
     SECTION 11.02       INTERPRETATION.................................................................65
     SECTION 11.03       FEES, COSTS AND EXPENSES.......................................................65
     SECTION 11.04       NOTICES........................................................................66
     SECTION 11.05       GOVERNING LAW..................................................................68
     SECTION 11.06       JURISDICTION...................................................................68
     SECTION 11.07       WAIVER OF JURY TRIAL...........................................................68
     SECTION 11.08       EXHIBITS AND DISCLOSURE LETTERS................................................68
     SECTION 11.09       NO THIRD-PARTY BENEFICIARIES...................................................68
     SECTION 11.10       SEVERABILITY...................................................................69
     SECTION 11.11       RULES OF CONSTRUCTION..........................................................69
     SECTION 11.12       ASSIGNMENT.....................................................................69
     SECTION 11.13       REMEDIES.......................................................................69
     SECTION 11.14       SPECIFIC PERFORMANCE...........................................................69
     SECTION 11.15       COUNTERPARTS...................................................................69
     SECTION 11.16       ENTIRE AGREEMENT...............................................................70
     SECTION 11.17       RTM REPRESENTATIVES............................................................70
</TABLE>

                                      iii
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)


                                                                            PAGE
                                                                            ----
SCHEDULES

Schedule I       Sellers; Membership Interests; Aggregate Purchase Price

ANNEXES

Annex A          Form of Escrow Agreement



<PAGE>

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 27, 2005 (this
"AGREEMENT"), by and among Triarc Companies, Inc., a Delaware corporation
("TRIARC"); Arby's Restaurant Group, Inc., a Delaware corporation and an
indirect wholly owned subsidiary of Triarc ("ARG"); each of the persons listed
on SCHEDULE I hereto (collectively, the "SELLERS," and each, a "SELLER"); and
Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives (as defined below), for the purchase and sale of all of the
membership interests in RTM Acquisition Company, L.L.C., a Georgia limited
liability company ("RTMAC").

         WHEREAS, the Sellers are the beneficial and record owners of all of the
membership interests in RTMAC (the "MEMBERSHIP INTERESTS");

         WHEREAS, the Sellers wish to sell to ARG, and ARG wishes to purchase
from the Sellers, all of the Membership Interests upon the terms and subject to
the conditions of this Agreement (the "PURCHASE");

         WHEREAS, 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"), RTM Restaurant Group, Inc., a Georgia
corporation ("RTMRG") and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch, as the RTM Representatives, have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "RTMRG MERGER AGREEMENT"),
which provides, among other things, for the merger of Merger Sub Corp. with and
into RTMRG, with RTMRG surviving the merger and becoming a direct wholly owned
subsidiary of Triarc (the "FIRST MERGER"), followed immediately thereafter by
the merger of RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving
the merger (the "SECOND MERGER" and, together with the First Merger, the
"MERGERS") and immediately after the Second Effective Time (as defined in the
RTMRG Merger Agreement), Triarc will contribute all of the outstanding
membership interests in the surviving entity in the Second Merger directly or
indirectly to Triarc Restaurant Holdings, LLC, which will directly or indirectly
contribute all of the outstanding membership interests in the surviving entity
in the Second Merger to ARG (such contributions, the "TRIARC CONTRIBUTIONS");

         WHEREAS, certain principal shareholders of RTMRG (the "RTMRG PRINCIPAL
SHAREHOLDERS"), who collectively beneficially own approximately 87.1% of the
outstanding shares of RTMRG Common Stock have entered into a Transaction Support
Agreement for the benefit of Triarc (the "TRANSACTION SUPPORT AGREEMENT"),
pursuant to which the RTMRG Principal Shareholders have agreed, INTER ALIA, on
the terms and subject to the conditions set forth in the Transaction Support
Agreement, (a) to seek to obtain the waiver from each shareholder of RTMRG of
dissenters rights in respect of the First Merger and (b) to the indemnification
obligations of the RTMRG Principal Shareholders set forth in RTMRG Merger
Agreement and the restrictive covenants set forth therein;


<PAGE>
                                                                               2


         WHEREAS, Triarc, ARG, RTMMC Acquisition, LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of Triarc ("RTMMC
ACQUISITION SUB"), RTM Management Company, L.L.C., a Georgia limited liability
company ("RTMMC"), each of the members of RTMMC, and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, have entered
into an Asset Purchase Agreement, dated as of the date hereof (the "RTMMC
PURCHASE AGREEMENT"), pursuant to which, INTER ALIA, simultaneously with the
Closing, RTMMC Acquisition Sub will acquire from RTMMC, on the terms and subject
to the conditions set forth therein, the Purchased Assets (as defined therein)
and the Assumed Liabilities (as defined therein) (the "RTMMC PURCHASE" and,
together with the Mergers and the Purchase, the "RTM TRANSACTIONS") for an
amount in cash equal to the cash portion of the Aggregate Purchase Price (as
defined therein) (as used herein, the "RTMMC AGGREGATE PURCHASE PRICE"); and

         WHEREAS, simultaneously with, and as a condition to the obligation of
the parties hereto to effect, the Purchase, Triarc, ARG, each of the RTMRG
Principal Shareholders, each of the Sellers as of immediately prior to the
Closing, RTMMC, each of the members of RTMMC as of immediately prior to the
Closing, the RTM Representatives and the Escrow Agent (as defined below) will
enter into an Escrow Agreement in the form attached hereto as ANNEX A with such
changes as may be requested by the Escrow Agent (the "ESCROW AGREEMENT").

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

                                    ARTICLE I

                    SALE AND PURCHASE OF MEMBERSHIP INTERESTS

         Section 1.01   SALE AND PURCHASE OF MEMBERSHIP INTERESTS. At the
Closing provided for in Section 1.02, upon the terms and subject to the
conditions of this Agreement and in reliance upon the representations,
warranties and agreements contained herein, the Sellers shall sell to Triarc,
and Triarc shall purchase from the Sellers, all of the Membership Interests for
an aggregate purchase price (the "AGGREGATE PURCHASE PRICE") to be paid in
accordance with Section 1.03 equal to $10.00. Immediately after such purchase,
Triarc shall contribute, or cause to be contributed, such Membership Interests
to ARG.

         Section 1.02   CLOSING. Subject to the satisfaction or waiver of all of
the conditions to closing contained in Article VIII, the closing of the Purchase
(the "CLOSING") shall take place (a) at the offices of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, at
10:00 a.m. on the third Business Day after the day on which the last of those
conditions (other than any conditions, including the consummation of the Mergers
and the RTMMC Purchase, that by their nature are to be satisfied at the Closing)
is satisfied or waived in accordance with this Agreement or (b) at such other
place and time or on such other date as Triarc and the

<PAGE>
                                       3


RTM Representatives may agree in writing. The date on which the Closing occurs
is referred to as the "CLOSING DATE."

         Section 1.03    PAYMENT OF AGGREGATE PURCHASE PRICE. At the Closing,
ARG shall, and Triarc shall cause ARG to, pay to each of the Sellers the
Aggregate Purchase Price pro rata in accordance with their Membership Interests
as set forth on SCHEDULE I (less any withholding of Taxes as provided in Section
1.07) by wire transfer of immediately available funds to an account designated
by such Seller in writing to Triarc not less than five Business Days prior to
the Closing, subject to Section 1.04.

         Section 1.04    REQUIRED WITHHOLDING. ARG shall be entitled to deduct
and withhold from the cash portion of the Aggregate Purchase Price such amounts
as it may be required to deduct and withhold from such payment under any
applicable Laws, and shall deduct and withhold from the portion of the Aggregate
Purchase Price payable to a Seller an amount equal to the amounts specified
under Section 1445 of the Code (assuming for these purposes the application of
Section 1445 of the Code to the Mergers and the Purchase) if such Seller does
not duly execute and deliver on or prior to the Closing Date a certificate
stating that such Seller is not a "foreign person" within the meaning of Section
1445 of the Code, which certificate shall set forth all information required by,
and otherwise be executed in accordance with, Treasury Regulation ss.
1.1445-2(b)(2). If ARG so deducts or withholds any such amounts, such amounts
shall be treated for, all purposes as having been paid to the Person in respect
of whom ARG made such deduction and withholding.


                                   ARTICLE II

            REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO RTMAC

         Except as otherwise set forth in the disclosure letter delivered on or
prior to the date of this Agreement by the Sellers to Triarc (the "RTMAC
DISCLOSURE LETTER"), which RTMAC Disclosure Letter is arranged in Sections
corresponding to the Sections of this Agreement, the Sellers, jointly and
severally, represent and warrant to Triarc and ARG that:

         Section 2.01   ORGANIZATION AND QUALIFICATION OF RTMAC. RTMAC is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Georgia, and has the limited liability company
power and authority to own or lease its assets and to carry on its business
substantially as it is being conducted on the date hereof. RTMAC is duly
qualified and licensed to do business and is in good standing in each
jurisdiction where the ownership or operation of its property and assets or the
conduct of its business requires such qualification, except where the failure to
be so qualified or in good standing has not had and could not reasonably be
expected to have, individually or in the aggregate, an RTMAC Material Adverse
Effect. RTMAC has made available to Triarc correct and complete copies of the
articles of organization and operating agreement of RTMAC (as amended to the
date hereof).

<PAGE>
                                       4


         Section 2.02   AUTHORIZATION OF RTMAC; ENFORCEABILITY. RTMAC has all
requisite limited liability company power and authority, and has taken all
limited liability company action necessary in order to execute, deliver and
perform its obligations under each of the Ancillary Agreements to which it is a
party and to consummate the transactions contemplated by each such Ancillary
Agreement. Each of the Ancillary Agreements to which it is a party have been
duly executed and delivered by RTMAC and constitute the legal, valid and binding
obligation of RTMAC, enforceable in accordance with their respective 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.

         Section 2.03   MEMBERSHIP INTERESTS. The Sellers are the only members
of RTMAC and own the respective percentages of the Membership Interests set
forth on SCHEDULE I hereto. No other membership or other ownership interest of
RTMAC is authorized or outstanding. All of the Membership Interests have been
duly authorized and validly issued, are fully paid and nonassessable. There are
no options, warrants, calls, conversion rights, stock appreciation rights,
redemption rights, repurchase rights or other rights, agreements, arrangements
or commitments to which RTMAC is a party (A) relating to the issued or unissued
membership interests or other securities of RTMAC or (B) obligating RTMAC to
issue or sell any of its membership interests or other securities. Except as set
forth in Section 2.03 of the RTMAC Disclosure Letter, there are no voting
trusts, proxies or other agreements or understandings with respect to the voting
of the membership interests of RTMAC. RTMAC does not have outstanding any bonds,
debentures, notes or other obligations the holders of which have the right to
vote (or convertible into or exercisable for securities having the right to
vote) with the members of RTMAC on any matter.

         Section 2.04   SUBSIDIARIES. RTMAC does not directly or indirectly own
any Subsidiary. Section 2.04 of the RTMAC Disclosure Letter sets forth all
interests (the "INVESTMENTS") of RTMAC, listing the name of such Person, the
type of entity, jurisdiction of organization and the number and class, amount
and/or series of debt or equity interests of such Persons held by RTMAC and each
other holder of any equity or other ownership interest in such Person. RTMAC has
good and valid title, free and clear of any Liens, to the Investments.

         Section 2.05   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by RTMAC of each of the Ancillary Agreements to which it is a party
do not, and the consummation by RTMAC of the transactions contemplated thereby
will not, require any consent, approval or other authorization of, or filing
with or notification to, any Governmental Entity, other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act

<PAGE>
                                       5


in connection with this Agreement and the Registration Rights Agreement and the
transactions contemplated hereby and thereby; and

         (c)    the pre-merger notification required under the HSR Act.

         Section 2.06   NON CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings, the
execution, delivery and performance by RTMAC of each of the Ancillary Agreements
to which it is a party do not, and the consummation by RTMAC of the transactions
contemplated thereby will not (a) contravene, conflict with, or result in any
violation or breach of, the articles of organization or the operating agreement
of RTMAC, (b) contravene or conflict with, or result in any violation or breach
of, in any material respect, any Laws, Orders or Permits applicable to RTMAC or
by which any assets of RTMAC are bound, assuming that all consents, approvals,
authorizations, filings and notifications described in Section 2.05, Section
3.03 and Section 4.03 have been obtained or made, (c) result in any violation or
breach of, or constitute a default (with or without notice or lapse of time or
both) under, (x) any RTMAC Material Contract or (y) any other Contract to which
RTMAC is a party or by which any assets of RTMAC are bound, other than in the
case of this clause (y) any such violation, breach or default that would not
reasonably be expected to be, individually or in the aggregate, material to
RTMAC, (d) require any consent, approval or other authorization of, or filing
with or notification to, any Person under (x) any RTMAC Material Contract or (y)
any other Contract to which RTMAC is a party or by which any assets of RTMAC are
bound, other than in the case of this clause (y) any such consent, approval,
authorization, filing or notification that, if not obtained or made, would not
reasonably be expected to be, individually or in the aggregate, material to
RTMAC, (e) give rise to any termination, cancellation, amendment, modification
or acceleration of any rights or obligations under (x) any RTMAC Material
Contract or (y) any other Contract to which RTMAC is a party or by which any
assets of RTMAC are bound, other than in the case of this clause (y) any such
termination, cancellation, amendment, modification or acceleration that would
not reasonably be expected to be, individually or in the aggregate, material to
RTMAC, or (f) cause the creation or imposition of any Liens (other than
Permitted Liens) on any material assets of RTMAC.

         Section 2.07   RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL
CONTROLS; INDEBTEDNESS.

         (a)    Section 2.07(a) of the RTMAC Disclosure Letter sets forth the
following combined financial statements of the RTM Parties and their
Subsidiaries (collectively, the "RESTATED COMBINED RTM FINANCIAL STATEMENTS"):
(i) the restated audited combined balance sheets as of May 30, 2004 and May 25,
2003 and statements of income, net capital deficiency and cash flows for the
fiscal years ended May 30, 2004, May 25, 2003 and May 26, 2002, for the RTM
Parties and their Subsidiaries (such statements, together with the footnotes
related thereto, being the "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS")
and (ii) the restated unaudited combined balance sheets as of March 6, 2005 and
May 30, 2004 and statements of income and retained earnings for the 40 weeks
ended March 6, 2005 and February 29, 2004, for the RTM Parties and their
Subsidiaries (such statements being the "RESTATED COMBINED RTM

<PAGE>
                                       6


UNAUDITED FINANCIAL STATEMENTS"). The Restated Combined RTM Financial Statements
(x) were prepared in accordance with GAAP applied on a consistent basis (except
as may be indicated in the notes to the Restated Combined RTM Financial
Statements and except for the absence of footnotes in the case of the Restated
Combined RTM Unaudited Financial Statements); and (y) fairly present, in all
material respects, the combined financial position of the RTM Parties and their
Subsidiaries as of the dates thereof and their combined results of operations
and cash flows for the periods then ended (subject, in the case of the Restated
Combined RTM Unaudited Financial Statements, to normal year-end adjustments).

         (b)    RTMAC maintains accurate books and records reflecting its assets
and liabilities and maintains proper and adequate internal accounting controls
which provide assurance that (i) transactions are executed with management's
authorization; (ii) transactions are recorded as necessary to permit preparation
of the financial statements of RTMAC and to maintain accountability for the
assets of RTMAC; (iii) access to the assets of RTMAC is permitted only in
accordance with management's authorization; (iv) the reporting of the assets of
RTMAC is compared with existing assets at regular intervals; and (v) accounts,
notes and other receivables and inventory are recorded accurately, and proper
and adequate procedures are implemented to effect the collection thereof on a
current and timely basis. RTMAC has heretofore made available to Triarc a true,
complete and correct copy of any disclosure (or, if unwritten, a summary
thereof) by any Representative of RTMAC to RTMAC's independent auditors relating
to (x) any significant deficiencies in the design or operation of internal
controls which could adversely affect the ability of RTMAC to record, process,
summarize and report financial data and any material weaknesses in internal
controls and (y) any fraud, whether or not material, that involves management or
other employees who have a significant role in the internal control over
financial reporting of RTMAC.

         (c)    Section 2.07(c) of the RTMAC Disclosure Letter sets forth a true
and correct list of all Indebtedness of RTMAC (which Section may be updated by
the Sellers prior to the Closing Date to reflect (x) any additions or deletions
thereto after the date hereof in compliance with Section 5.01 and (y) payments
of principal and interest and accrual of interest on such Indebtedness during
the period from the date hereof through the Closing Date). The aggregate amount
of prepayment penalties, premiums, make wholes, breakage and other costs and
expenses payable to the lenders as such of all such Indebtedness solely on
account of the repayment of such Indebtedness in the Debt Refinancings will not
exceed $20 million. Section 2.07(c) of the RTMAC Disclosure Letter specifically
identifies all Indebtedness of RTMAC or included in the Winners Indebtedness
Amount that constitutes RTM Non-Prepayable Debt. All Indebtedness of the RTM
Parties and their Subsidiaries and the Mrs. Winners Obligors, other than the RTM
Non-Prepayable Debt, is permitted by its terms to be prepaid, or the holder
thereof has consented in writing (which consent is in full force and effect) to
being prepaid, in connection with the Debt Refinancings.

         Section 2.08   ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the
extent relating to the transactions contemplated by this Agreement, since May
30, 2004 (i) RTMAC has in all material respects conducted its business in the
ordinary course of

<PAGE>
                                       7


business consistent with past practice and (ii) there has not occurred any
event, and there does not exist any condition or set of circumstances, that has
had or could reasonably be expected to have, individually or in the aggregate,
an RTM Material Adverse Effect.

         Section 2.09   ABSENCE OF UNDISCLOSED LIABILITIES. RTMAC does not have
any material Liabilities, except for (i) Liabilities set forth in the Restated
Combined RTM Financial Statements, (ii) Liabilities which have arisen after May
30, 2004 in the ordinary course of business consistent with past practice or in
compliance with Section 5.01, (iii) Liabilities set forth in Section 2.09 of the
RTMAC Disclosure Letter and (iv) Liabilities that are (A) the subject of any
other representation or warranty contained in this Article II and are
specifically disclosed pursuant to such representation or warranty or are not
required to be disclosed because such other representation or warranty is
limited or qualified with respect to dollar amount, Knowledge of the Sellers or
materiality or (B) taken into account in the determination of the RTM Estimated
Net Liabilities or RTM Closing Net Liabilities.

         Section 2.10         COMPLIANCE WITH LAWS; PERMITS.

         (a)    Since December 31, 2001, except for matters specifically
addressed by Section 2.15 (last sentence only), Section 2.16 or Section 2.25(b),
(i) RTMAC has conducted its business in compliance in all material respects with
applicable Law; and (ii) RTMAC has not received any notice or other
communication (whether oral or written) from any Governmental Entity or any
other Person regarding any actual, alleged, possible, or potential failure to
comply in any material respect with any applicable Laws.

         (b)    RTMAC holds all material Permits issued or provided by
Governmental Entities under all Laws, which are necessary for it to own its
assets or operate its business as currently conducted (the "RTMAC PERMITS").
There have been no material misstatements or omissions in connection with any
RTMAC Permit that, individually or in the aggregate, would be reasonably likely
to result in the revocation, nonrenewal, suspension or adverse modification of
such RTMAC Permit except for such revocations, non-renewals, suspensions or
adverse modifications that have not been and would not reasonably be expected to
be, individually or in the aggregate, material to RTMAC. There is not pending,
nor to the Knowledge of the Sellers, threatened, against RTMAC, any application,
action, petition, objection or other pleading, or any proceeding, with any
Governmental Entity which questions or contests the validity of, or any rights
of the holder under, or nonrenewal or suspension of any RTMAC Permit.

         Section 2.11   LEGAL ACTIONS. Section 2.11 of the RTMAC Disclosure
Letter sets forth a true and complete list of all Legal Actions pending or, to
the Knowledge of the Sellers, threatened against (a) RTMAC or (b) any director,
officer or employee of RTMAC or other Person for whom RTMAC may be liable, other
than in the case of clause (a) or (b) any such Legal Actions commenced or, to
the Knowledge of the Sellers, threatened after the date of this Agreement and
prior to the Closing Date that have not resulted in and would not reasonably be
expected to result in, individually or in the aggregate, (x) Losses to RTMAC in
excess of $1 million or (y) RTMAC being bound

<PAGE>
                                       8


by any material restriction (other than customary confidentiality restrictions).
RTMAC is not subject to or bound by any outstanding Order that is material to
RTMAC.

         Section 2.12      CONTRACTS.

         (a)    Section 2.12(a) of the RTMAC Disclosure Letter lists the
following Contracts to which RTMAC is a party and which are outstanding (which
Section may be updated by the Sellers prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof in compliance with Section
5.01) (collectively, the "RTMAC MATERIAL CONTRACTS"):

                (i)     any Contract expressly requiring capital expenditures
involving consideration in excess of $50,000 in any twelve month period;

                (ii)    any Contract which restricts or limits, in any material
respect, the ability of RTMAC to freely engage in any aspect of the quick
service restaurant business whether as franchisor or owner/operator, or to
employ any individuals (other than any confidentiality agreement entered into in
connection with a potential acquisition containing any such restriction or
limitation to employ any individuals);

                (iii)   any collective bargaining agreement;

                (iv)    any Contract which involved payments from RTMAC of more
than $250,000 to any Person supplying food or paper products or distribution
services to any of the RTM Parties or any of their Subsidiaries during the
twelve-month period ended May 30, 2004;

                (v)     any Contract which involved payments from RTMAC of more
than $100,000 to any Person supplying advertising services or marketing services
or materials to any of the RTM Parties or any of their Subsidiaries during the
twelve-month period ended May 30, 2004;

                (vi)    any Contract which involved payments to RTMAC of more
than $100,000 from any Person supplying beverage products to any of the RTM
Parties or any of their Subsidiaries during the twelve-month period ended May
30, 2004;

                (vii)   any Contract relating to the employment of any employee,
and any Contract pursuant to which RTMAC is or may become obligated to make any
severance, termination, bonus or relocation payment or any other payment (other
than payments in respect of salary) in excess of $125,000, to any current or
former employee, officer or director;

                (viii)  any Contract which provides for indemnification by RTMAC
of (A) any officer, director or employee of any of the RTM Parties or any of
their Subsidiaries or (B) any agent of the RTM Parties or any of their
Subsidiaries or any other Person that, in the case of this clause (B), has
resulted in or would reasonably be expected to result in, individually or in the
aggregate, material Liabilities to RTMAC;

<PAGE>
                                       9


                (ix)    any Contract relating to any Indebtedness, guarantying
the performance of any Person or guarantying any Indebtedness;

                (x)     any Contract involving a purchase price of $50,000 or
more under which the closing of the transactions contemplated thereby has not
occurred or under which there remains outstanding obligations and which relates
to the acquisition by RTMAC of any operating business or the capital stock or
other equity securities of any other Person, or the sale by RTMAC of any
operating business or the capital stock or other equity securities of any former
Subsidiary of RTMAC;

                (xi)    any partnership or joint venture agreement or other
Contract involving a sharing of profits, losses, costs or Liabilities with any
other Person;

                (xii)   any Contract under which RTMAC uses or occupies or has
the right to use or occupy any real property (collectively, the "RTMAC REAL
PROPERTY LEASES") (and Section 2.12(a)(xii) of the RTMAC Disclosure Letter sets
forth a true and complete summary of the following terms of each such RTMAC Real
Property Lease: (1) the lessee; (2) the unit number; (3) the monthly rental
rate; (4) the monthly operating expenses payable to the landlord; (5) the
monthly rental taxes; (6) the commencement date and the termination date; (7)
any assignment or change in control provisions; and (8) any guaranty by a Person
other than an RTM Party or their Subsidiaries);

                (xiii)  any Contract under which RTMAC grants to any Person or
Persons the right of use or occupancy to any portion of any parcel of any RTMAC
Real Property (collectively, the "RTMAC LEASES") (and Section 2.12(a)(xiii) of
the RTMAC Disclosure Letter sets forth a true and complete summary of the
following terms of each such RTMAC Lease: (1) the sublessee; (2) the unit
number; (3) the monthly rental rate; (4) the monthly operating expenses payable
to the landlord; (5) the monthly rental taxes; (6) the commencement date and the
termination date; and (7) any guaranty by an RTM Party or any of their
Subsidiaries);

                (xiv)   any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the acquisition or sale by
RTMAC of one or more parcels of real property, the aggregate purchase price of
which exceeds $50,000;

                (xv)    any Contract under which the closing of the transactions
contemplated thereby has not occurred relating to the construction by RTMAC of
one or more new Restaurants, the estimated costs under which exceed $50,000 in
the aggregate;

                (xvi)   any Contract entered into out of the ordinary course
of business, including any Contract entered into in connection with any
settlement of any claim, action, suit, demand, proceeding, investigation or
dispute, involving payments by RTMAC in excess of $50,000 or any unfulfilled or
pending non-payment obligations of RTMAC; and

<PAGE>
                                       10


                (xvii)  any Contract or pledge pursuant to which RTMAC or any
of its Subsidiaries has committed or undertaken to make any charitable
contribution with an unfulfilled amount in excess of $50,000 individually or
$250,000 in the aggregate.

        (b)     Each RTMAC Material Contract is valid, binding, in full force
and effect and enforceable in accordance with its terms against RTMAC and, to
the Knowledge of the Sellers, against any other party thereto. RTMAC and, to the
Knowledge of the Sellers, each other party thereto, is not in material breach or
material default under any RTMAC Material Contract and to the Knowledge of the
Sellers, no event has occurred or condition or set of circumstances exists
which, with or without notice or lapse of time or both, would constitute a
material breach or material default, or permit termination, modification or
acceleration, under any RTMAC Material Contract by any party thereto.

         Section 2.13   TAX MATTERS.

         (a)    All income Tax Returns and all other material Tax Returns
required to be filed by or with respect to RTMAC have been properly prepared and
timely filed (including all applicable extensions), and all such Tax Returns
(including information provided therewith or with respect thereto) are true,
complete and correct in all material respects.

         (b)    RTMAC has fully and timely paid all material Taxes owed by RTMAC
(whether or not shown on any Tax Return), and has made adequate provision for
any such Taxes that are not yet due and payable, for all taxable periods, or
portions thereof, ending on or before the date hereof.

         (c)    There are no outstanding agreements extending or waiving the
statutory period of limitations applicable to any claim for, or the period for
the collection or assessment or reassessment of, Taxes due from RTMAC for any
taxable period and no written request for any such waiver or extension is
currently pending.

         (d)    No audit or other proceeding by any Governmental Entity is
pending, no Governmental Entity has given written notice of any intention to
commence an audit or other proceeding, or assert any deficiency or claim for
additional Taxes against RTMAC, and no claim in writing has been made by any
Governmental Entity in a jurisdiction where RTMAC does not file Tax Returns with
respect to a particular Tax that it is or may be subject to taxation by that
jurisdiction with respect to such Tax, and all deficiencies for Taxes asserted
or assessed in writing against RTMAC have been fully and timely paid, settled or
properly reflected in the Restated Combined RTM Financial Statements.

         (e)    Since the formation of RTMAC, no jurisdiction in which RTMAC
files, or has filed, Tax Returns treats, or has treated, RTMAC as an entity
other than a partnership, or as being subject, or having been subject, to
entity-level Tax, for federal, state, local and foreign income or franchise Tax
purposes.

<PAGE>
                                       11


         (f)    RTMAC has never made an election to be excluded from the
provisions of Subchapter K of the Code, is (or ever has been) subject to the
taxable mortgage pool rules under Section 7701(i) of the Code, or is (or ever
has been) classified as an association taxable as a corporation or a publicly
traded partnership taxable as a corporation under Section 7704 of the Code.
Section 2.13(f) of the RTMAC Disclosure Letter sets forth a description of each
election, and revocation of such election, if any, made by RTMAC under Section
754 of the Code (and any comparable provision of state, local or foreign Tax
Law).

         (g)    There are no Liens for Taxes upon the assets or properties of
RTMAC, except for statutory Liens for current Taxes not yet due.

         (h)    RTMAC is not a party to any Tax Sharing Agreement.

         (i)    RTMAC has withheld (or will withhold) from its employees,
independent contractors, creditors, members and third parties and timely paid to
the appropriate Governmental Entity proper and accurate amounts in all material
respects for all periods ending on or before the Closing Date in compliance with
all Tax withholding and remitting provisions of applicable Laws and have each
complied in all material respects with all Tax information reporting provisions
of all applicable Laws.

         (j)    RTMAC has not agreed, and is not required to make, any
adjustment under Section 481(a) of the Code, and no Governmental Entity has
proposed in writing any such adjustment or change in accounting method.

         (k)    RTMAC has not executed or entered into a closing agreement
pursuant to Section 7121 of the Code or any similar provision of state, local or
foreign Law, and RTMAC is not subject to any private letter ruling of the IRS or
comparable ruling of any other Governmental Entity.

         (l)    No property owned by RTMAC: (i) is property required to be
treated as being owned by another Person pursuant to the provisions of Section
168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, (ii)
constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of
the Code or (iii) is "tax-exempt bond financed property" within the meaning of
Section 168(g)(5) of the Code.

         (m)    The adjusted tax basis of each note, receivable or other
obligation among any of RTMAC, its direct or indirect members and its Affiliates
equals the principal amount of such note, receivable or obligation (including
any accrued but unpaid interest).

         Section 2.14   EMPLOYEE BENEFITS.

         (a)    Except for severance agreements under which the remaining
aggregate payments to the applicable former employee are less than $125,000,
RTMAC does not maintain or contribute to or have any obligation to maintain or
contribute to, or have any direct or indirect Liability with respect to any
plan, program, arrangement or

<PAGE>
                                       12


agreement that is a pension, profit-sharing, savings, retirement, employment,
consulting, severance pay, termination, executive compensation, incentive
compensation, deferred compensation, bonus, stock purchase, stock option,
phantom stock or other equity-based compensation, change-in-control, retention,
salary continuation, vacation, sick leave, disability, death benefit, group
insurance, hospitalization, medical, dental, life (including all individual life
insurance policies as to which RTMAC is the owner, the beneficiary, or both),
Code Section 125 "cafeteria" or "flexible" benefit, employee loan, educational
assistance, fringe benefit plan, whether written or oral, including, without
limitation, any (i) "employee benefit plan" within the meaning of Section 3(3)
of ERISA or (ii) other employee benefit plans, agreements, programs, policies,
arrangements or payroll practices, whether or not subject to ERISA (including
any funding mechanism therefor now in effect or required in the future as a
result of the transaction contemplated by this Agreement or otherwise) under
which any current or former employee, director, officer, leased employee or
agent (or their beneficiaries) of RTMAC has any present or future right to
benefits (each such plan, program, arrangement or agreement set forth in such
Section being individually, an "RTMAC EMPLOYEE PLAN," and collectively the
"RTMAC EMPLOYEE PLANS"). All references to "RTMAC" in this Section 2.14 shall
refer to RTMAC and any employer that would be considered a single employer with
RTMAC under Sections 414(b), (c), (m) or (o) of the Code.

         (b)    RTMAC does not maintain, contribute to or have any Liability
with respect to, and has not within the preceding six years maintained,
contributed to or had any Liability with respect to, any RTMAC Employee Plan
that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the
Code, (ii) maintained by more than one employer within the meaning of Section
413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a
"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA, (v) a
"multiple employer welfare arrangement" as defined in Section 3(40) of ERISA,
(vi) maintained outside the jurisdiction of the United States, or (vii) an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA and
that is not intended to be qualified under Section 401(a) of the Code.

         (c)    (i)     Each RTMAC Employee Plan has been established and
administered in all material respects in accordance with its terms and in
compliance with the applicable provisions of ERISA, the Code and all other
applicable Laws; (ii) with respect to each RTMAC Employee Plan, all reports,
returns, notices and other documentation that are required to have been filed
with or furnished to the IRS, the DOL or any other Governmental Entity, or to
the participants or beneficiaries of such RTMAC Employee Plan have been filed or
furnished on a timely basis; (iii) each RTMAC Employee Plan that is intended to
be qualified within the meaning of Section 401(a) of the Code is so qualified
and has received a favorable determination letter from the IRS to the effect
that the RTMAC Employee Plan satisfies the requirements of Section 401(a) of the
Code and that its related trust is exempt from taxation under Section 501(a) of
the Code and, to the Knowledge of the Sellers, there are no facts or
circumstances that could reasonably be expected to cause the loss of such
qualification or the imposition of any material Liability, penalty or Tax under
ERISA, the Code or any other applicable Laws; (iv) other than routine claims for
benefits, no Liens or Legal Actions to or by any Person or Governmental Entity
have been filed against any RTMAC Employee Plan or RTMAC

<PAGE>
                                       13


with respect to any RTMAC Employee Plan or, to the Knowledge of the Sellers,
against any other Person and, to the Knowledge the Sellers, no such Liens or
Legal Actions are contemplated or threatened with respect to any RTMAC Employee
Plan; (v) no individual who has performed services for RTMAC has been improperly
excluded from participation in any RTMAC Employee Plan; and (vi) there are no
audits or proceedings initiated pursuant to the Employee Plans Compliance
Resolution System or similar proceedings pending with the IRS or the DOL with
respect to any RTMAC Employee Plan.

         (d)    Neither RTMAC nor, to the Knowledge of the Sellers, any other
"party in interest" or "disqualified person" with respect to any RTMAC Employee
Plan has engaged in a non-exempt "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code involving such RTMAC Employee
Plan. To the Knowledge of the Sellers, no fiduciary has any Liability for breach
of fiduciary duty or any other failure to act or comply with the requirements of
ERISA, the Code or any other applicable Laws in connection with the
administration or investment of the assets of any RTMAC Employee Plan.

         (e)    All Liabilities or expenses of RTMAC in respect of any RTMAC
Employee Plan (including workers compensation) which have not been paid, have
been properly accrued on the Restated Combined RTM Unaudited Financial
Statements in compliance with GAAP. All contributions (including all employer
contributions and employee salary reduction contributions) or premium payments
required to have been made under the terms of any RTMAC Employee Plan, or in
accordance with applicable Law, as of the date hereof have been timely made or
reflected on the Restated Combined RTM Unaudited Financial Statements in
accordance with GAAP.

         (f)    Neither RTMAC nor any organization to which RTMAC is a successor
or parent corporation, within the meaning of Section 4069(b) of ERISA, has
engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

         (g)    RTMAC has no obligation to provide or make available
post-employment welfare benefits or welfare benefit coverage for any employee or
former employee, except as may be required under COBRA, and at the sole expense
of the employee or former employee.

         (h)    Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (either alone or in
combination with another event) (i) result in any payment becoming due, or
increase the amount of any compensation due, to any current or former employee
of RTMAC; (ii) increase any benefits otherwise payable under any RTMAC Employee
Plan; (iii) result in the acceleration of the time of payment or vesting of any
such compensation or benefits; or (iv) result in the payment of any amount that
could, individually or in combination with any other such payment, constitute an
"excess parachute payment," as defined in Section 280G(b)(1) of the Code.

<PAGE>
                                       14


         (i)    RTMAC has no plan, Contract or commitment, whether legally
binding or not, to create any additional employee benefit or compensation plans,
policies or arrangements or, except as may be required by Law, to modify any
RTMAC Employee Plan.

         (j)    There are no reserves, assets, surpluses or prepaid premiums
with respect to any "welfare plan" (as defined in Section 3(1) of ERISA) that
are disclosed in Section 2.14(a) of the RTMAC Disclosure Letter.

         (k)    RTMAC has not incurred any Liability or obligation under WARN
or any similar state or local Law within the last six months which remains
unsatisfied.

         (l)    RTMAC has no direct or indirect material Liability with respect
to any misclassification of any Person as an independent contractor rather than
as an employee, or with respect to any employee leased from another employer.

         (m)    The Sellers have made available to Triarc with respect to each
RTMAC Employee Plan (other than severance agreements under which the aggregate
remaining payments to the applicable former employee are less than $125,000), a
true, correct and complete copy (or, to the extent no such copy exists, an
accurate description) thereof and, to the extent applicable: (i) the most recent
documents constituting the RTMAC Employee Plan and all amendments thereto, (ii)
any related trust agreement or other funding instrument; (iii) the most recent
IRS determination letter; (iv) the most recent summary plan description and
summary of material modifications; (v) the three most recent (A) Forms 5500 and
attached schedules, and (B) audited financial statements; (vi) for the last
three years, all correspondence with the IRS, the DOL and any other Governmental
Entity regarding the operation or the administration of any RTMAC Employee Plan;
and (vii) any other documents in respect of an RTMAC Employee Plan reasonably
requested by Triarc.

         Section 2.15   LABOR MATTERS. RTMAC is not the subject of, nor, to
the Knowledge of the Sellers, is there threatened, any material claim asserting
that RTMAC has committed an unfair labor practice with respect to RTMAC
Employees located in the United States, nor is there pending or, to the
Knowledge of the Sellers, threatened, nor has there been since December 31,
2001, any organized effort or demand for recognition by any labor organization
or any labor dispute or slow-down that is material to the operations of RTMAC.
There is not pending, nor, to the Knowledge of the Sellers, is there threatened
any material labor strike, walk-out, work stoppage or lockout with respect to
RTMAC Employees. RTMAC is, and since December 31, 2001 has been, in compliance
in all material respects with all applicable foreign, federal, state and local
Laws respecting employment, employment of minors, employment practices, terms
and conditions of employment, withholding and wages and hours. RTMAC does not
have any employees who spend more than 25% of their work week for matters
related to any RTM Related Entity.

         Section 2.16   ENVIRONMENTAL MATTERS. (i) RTMAC is not, and since
December 31, 2001 has not been, in violation in any material respect of any
applicable

<PAGE>
                                       15


Environmental Law; (ii) since December 31, 2001, RTMAC has not received any
written notice, demand, claim or request for information from any Governmental
Entity alleging the violation in any material respect of or any material
Liability under any applicable Environmental Law; (iii) RTMAC is not the subject
of any Order arising under any Environmental Law; and (iv) to the Knowledge of
the Sellers, there are no events, conditions or circumstances reasonably likely
to result in any material Liability to RTMAC under Environmental Laws.

         Section 2.17   INTELLECTUAL PROPERTY.

         (a)    RTMAC owns, is licensed under, or otherwise possesses legally
enforceable rights to use all patents, trade secrets, inventions, trademarks,
trade names, service marks, trade dress rights, Internet domain names,
copyrights, and any applications and registrations therefor, technology,
know-how, computer software programs or applications, and tangible or intangible
proprietary information or materials that are used in and material to the
business of RTMAC as currently conducted; PROVIDED, that no representation or
warranty is being made under this Agreement with respect to the compliance by
ARG or its applicable Subsidiary with any Contracts pursuant to which ARG or its
applicable Subsidiary licenses the RTMAC Third-Party Intellectual Property
Rights to RTMAC or the sufficiency of any such Contract to grant valid rights to
such RTMAC Third-Party Intellectual Property Rights. Section 2.17(a) of the
RTMAC Disclosure Letter sets forth all material United States patents, patent
applications, trademark, service mark and copyright applications and
registrations, and Internet domain name registrations owned by RTMAC.

         (b)    RTMAC is not, nor will it be as a result of the execution
and delivery by the Sellers of this Agreement or the performance by the Sellers
of their obligations hereunder, in violation in any material respect of any
material licenses, sublicenses or other agreements as to which RTMAC is a party
and pursuant to which RTMAC is authorized to use any third-party patents,
inventions, trademarks, trade names, service marks, trade dress rights, Internet
domain names, copyrights, trade secrets or other intellectual property rights
(collectively, "RTMAC THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS").

         (c)    No claims with respect to (i) the right of RTMAC to use or to
sell, license or make available to any Person any of RTMAC's products or
services, or any of the patents, patent applications, registered and material
unregistered trademarks, trade names, service marks, registered copyrights, and
any applications therefor or trade secrets owned by RTMAC (collectively, the
"RTMAC INTELLECTUAL PROPERTY RIGHTS"); or (ii) RTMAC Third-Party Intellectual
Property Rights are, to the Knowledge of the Sellers, currently pending or
threatened by any Person against RTMAC, that if adversely determined could be
material to RTMAC; PROVIDED, that no representation or warranty is being made
with respect to claims made against ARG or any of its Subsidiaries of which the
Sellers do not have Knowledge.

         (d)    RTMAC has taken all necessary actions to maintain and protect
the RTMAC Intellectual Property Rights.

<PAGE>
                                       16


         Section 2.18   REAL PROPERTY. Section 2.18 of the RTMAC Disclosure
Letter sets forth a true, correct and complete schedule of all real property
owned by, or leased, subleased or licensed to, RTMAC (which Section may be
updated by the Sellers prior to the Closing Date to reflect any additions or
deletions thereto after the date hereof in compliance with Section 5.01)
(collectively, the "RTMAC REAL PROPERTY"). With respect to each such parcel of
RTMAC Real Property:

         (a)    RTMAC has good and marketable title to the RTMAC Real Property
owned by it and a valid leasehold interest in the RTMAC Real Property leased to
it, as the case may be, free and clear of any Liens, except for Permitted Liens;

         (b)    except for RTMAC Leases, there are no leases, subleases,
licenses, concessions, or other agreements entered into by RTMAC granting to any
Person or Persons the right of use or occupancy to any portion of the parcel of
any of such RTMAC Real Property;

         (c)    [intentionally omitted];

         (d)    all of the real property used by RTMAC in the conduct of its
business is included in the RTMAC Real Property, and is sufficient to operate
the Arby's quick service restaurant business as currently conducted;

         (e)    except for the RTMAC Restaurants (which are addressed in
Section 2.25), RTMAC has not received notice and, to the Knowledge of the
Sellers, there are no pending, threatened or contemplated condemnation
proceeding or proceedings affecting any of the RTMAC Real Property or any part
thereof or of any sale or other disposition of the RTMAC Real Property or any
part thereof in lieu of condemnation, in each case that, individually or in the
aggregate, is, or is reasonably likely to be, material to RTMAC; and

         (f)    no portion of any material RTMAC Real Property has suffered
any material damage by fire or other casualty which is uninsured or has not
heretofore been completely repaired and restored in full.

         Section 2.19   PERSONAL PROPERTY. RTMAC has good and marketable title
to, or a valid and enforceable leasehold interest in, all material tangible
personal property or assets owned, used or held for use by it. RTMAC's ownership
of or leasehold interest in any such personal property or assets is not subject
to any Liens, except for Permitted Liens. Except for normal wear and tear, and
except to the extent addressed in Section 2.25(a), the machinery, equipment,
fixtures and improvements of RTMAC necessary for and material to the continued
conduct of its business are in good operating condition and in a state of
reasonable maintenance and repair.

         Section 2.20   SUFFICIENCY OF ASSETS. The RTM Parties and their
Subsidiaries taken as a whole have, and upon completion of the RTM Transactions,
ARG shall have, directly or indirectly, ownership of or rights in all of the
assets necessary to

<PAGE>
                                       17


conduct the Arby's restaurant business of the RTM Parties and their Subsidiaries
in all material respects as currently conducted.

         Section 2.21   INSURANCE. RTMAC maintains (or has maintained on its
behalf), and has maintained (or has maintained on its behalf) without
interruption, policies or binders of insurance covering risks and events and in
amounts adequate for its business and operations and customary in the industry
in which it operates. There are no material claims by RTMAC pending under any of
such policies or bonds in excess of $100,000 as to which coverage has been
questioned, denied or disputed by the underwriters of such policies or bonds or
in respect of which such underwriters have reserved their rights.

         Section 2.22   INVENTORY. The Inventory of RTMAC consists of items
which are in all material respects of a quality and quantity usable and salable
in the ordinary course of business consistent with past practice.

         Section 2.23   ACCOUNTS RECEIVABLE. All Accounts Receivable of
RTMAC that are reflected on the Restated Combined RTM Financial Statements or on
the accounting records of RTMAC as of the Closing Date represent or will
represent valid obligations arising from sales actually made or services
actually performed by RTMAC in the ordinary course of business. There is no
contest, claim, defense or right of setoff, other than returns in the ordinary
course of business of RTMAC, under any Contract with any account debtor of a
material Account Receivable relating to a material portion or validity of such
Account Receivable, other than any of the foregoing asserted after the date
hereof and where the result, individually or in the aggregate, is not and would
not reasonably be expected to be material to RTMAC.

         Section 2.24   SUPPLIERS. No supplier or distributor that is
identified with an asterisk on Section 2.12(a) of the RTMAC Disclosure Letter
has reduced or otherwise discontinued or adversely modified the terms on which
such products or services are supplied, or threatened to reduce or discontinue
or adversely modify the terms in connection with supplying such items to RTMAC,
in a manner that is or would be material to RTMAC.

         Section 2.25   RTMAC RESTAURANTS.

         (a)    Section 2.25(a) of the RTMAC Disclosure Letter sets forth a
true and complete list of the Restaurants owned or operated by RTMAC (which
Section may be updated by the Sellers prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof in compliance with Section
5.01) (the "RTMAC RESTAURANTS"). The stores, equipment, machinery, fixtures and
improvements owned by RTMAC or otherwise used by RTMAC in connection with the
operation of the RTMAC Restaurants are (as to physical plant and structure)
structurally sound, in good operating condition and repair, except for ordinary
wear and tear, and are adequate for the uses to which they are being put.

<PAGE>
                                       18


         (b)    To the Knowledge of the Sellers, RTMAC has not received
written notice that any of the buildings and structures or any appurtenances
thereto or equipment therein or the operation or maintenance thereof related to
the RTMAC Restaurants violates in any material respect any restrictive
covenants, any insurance requirements or any applicable federal, state or local
Law, ordinance or zoning regulation. To the Knowledge of the Sellers, none of
the property nor any buildings, structures or improvements thereon related to
the RTMAC Restaurants violate in any material respect any building, fire,
environmental or other Laws.

         (c)    No Governmental Entity has issued or threatened, in writing,
to issue any written notice or order that materially affects the use of the
property of an RTMAC Restaurant as presently utilized and RTMAC has not received
written notice from any other third party of any adverse claim that would
materially adversely affect the current operations of the RTMAC Restaurants.
There are no condemnation or eminent domain proceedings pending or, to the
Knowledge of the Sellers, threatened, against the property where any such RTMAC
Restaurant is located, and RTMAC has not received written notice of the intent
of any Governmental Entity to take or use the property or any part thereof.

         Section 2.26   TRANSACTIONS WITH AFFILIATES. Except for existing
employment agreements with RTMAC or existing RTMAC Employee Plans, RTMAC is not
a party to any Contract with any Affiliate of RTMAC (other than any other RTM
Party or any of their Subsidiaries or any of their Subsidiaries, except in the
case of RTMMC to the extent that such Contract is an Excluded Asset (as defined
in the RTMMC Purchase Agreement), any director, officer, member or employee of
RTMAC or, to the Knowledge of the Sellers, any Affiliates or Immediate Family
Members of any director, officer, member or employee of RTMAC. Section 2.26 of
the RTMAC Disclosure Letter also sets forth a true and complete list of all
outstanding loans or extensions of credit (other than travel advances made in
the ordinary course of business to directors, officers or employees) that RTMAC
has made directly or indirectly to any director, officer, member or employee of
RTMAC or any of their respective Affiliates or Immediate Family Members,
providing with respect to each such loan or extension of credit the outstanding
principal amount, the interest rate and final maturity date. Each Contract and
loan or extension of credit set forth or required to be set forth in Section
2.26 of the RTMAC Disclosure Letter is hereinafter referred to as a "RTMAC
RELATED PARTY ARRANGEMENT".

         Section 2.27   BROKERS AND FINDERS. No broker, finder or investment
banker other than TM Capital is entitled to any brokerage, finder's or other fee
or commission in connection with the RTM Transactions or the other transactions
contemplated by this Agreement or the Ancillary Agreements based upon
arrangements made by or on behalf of RTMAC or any of the Sellers. RTMAC has made
available to Triarc a correct and complete copy of all agreements between RTMAC
and TM Capital under which TM Capital would be entitled to any payment relating
to the RTM Transactions or such other transactions, which agreements shall not
be amended or otherwise modified after the date hereof without the prior written
consent of Triarc.

<PAGE>
                                       19


         Section 2.28   INVESTMENT COMPANY. RTMAC is not and is not controlled
by or affiliated with an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.


                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Except as otherwise set forth in the RTMAC Disclosure Letter, which
RTMAC Disclosure Letter is arranged in Sections corresponding to the Sections of
this Agreement, each Seller, severally and not jointly, represents and warrants
to Triarc and ARG that:

         Section 3.01   TITLE TO THE MEMBERSHIP INTERESTS. Such Seller owns
beneficially and of record, free and clear of any Lien, and has full power and
authority to convey free and clear of any Lien, the percentage of the Membership
Interests set forth opposite such Seller's name on SCHEDULE I hereto, and, upon
payment for such Membership Interests at the Closing as provided in Section
1.03, such Seller will convey to ARG good and valid title thereto, free and
clear of any Lien.

         Section 3.02   ORGANIZATION AND AUTHORITY OF SUCH SELLER;
ENFORCEABILITY. Such Seller has all requisite power and authority, and has taken
all action necessary in order to execute, deliver and perform its obligations
under this Agreement and each of the Ancillary Agreements to which it is a party
and to consummate the transactions contemplated by this Agreement and each such
Ancillary Agreement. This Agreement and each of the Ancillary Agreements to
which such Seller is a party have been duly executed and delivered by such
Seller and constitute the legal, valid and binding obligation of such Seller,
enforceable in accordance with their respective 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.

         Section 3.03   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by such Seller of this Agreement and each of the Ancillary
Agreements to which it is a party do not, and the consummation by such Seller of
the transactions contemplated hereby and thereby will not, require any consent,
approval or other authorization of, or filing with or notification to, any
Governmental Entity, other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

<PAGE>
                                       20


         (c)    the pre-merger notification required under the HSR Act.

         Section 3.04   NON-CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings, the
execution, delivery and performance by such Seller of this Agreement and each of
the Ancillary Agreements to which it is a party do not, and the consummation by
such Seller of the transactions contemplated hereby and thereby will not (a)
contravene, conflict with, or result in any violation or breach of, the articles
of organization or operating agreement of RTMAC, (b) contravene or conflict
with, or result in any violation or breach of, in any material respect, any
Laws, Orders or Permits applicable to RTMAC or such Seller or by which any
assets of any of RTMAC or such Seller are bound, assuming that all consents,
approvals, authorizations, filings and notifications described in Section 2.05,
Section 3.03 and Section 4.03 have been obtained or made, (c) result in any
violation or breach of, or constitute a default (with or without notice or lapse
of time or both) under, (x) any RTMAC Material Contract or (y) any other
Contract to which RTMAC or such Seller is a party or by which any assets of
RTMAC or such Seller are bound, other than in the case of this clause (y) any
such violation, breach or default that would not reasonably be expected to be,
individually or in the aggregate, material to RTMAC or such Seller, (d) require
any consent, approval or other authorization of, or filing with or notification
to, any Person under (x) any RTMAC Material Contract or (y) any other Contract
to which RTMAC or such Seller is a party or by which any assets of RTMAC or such
Seller are bound, other than in the case of this clause (y) any such consent,
approval, authorization, filing or notification that, if not obtained or made,
would not reasonably be expected to be, individually or in the aggregate,
material to RTMAC or such Seller, (e) give rise to any termination,
cancellation, amendment, modification or acceleration of any rights or
obligations under (x) any RTMAC Material Contract or (y) any other Contract to
which RTMAC or such Seller is a party or by which any assets of RTMAC or such
Seller are bound, other than in the case of this clause (y) any such
termination, cancellation, amendment, modification or acceleration that would
not reasonably be expected to be, individually or in the aggregate, material to
RTMAC or such Seller, or (f) cause the creation or imposition of any Liens
(other than Permitted Liens) on any material assets of RTMAC or such Seller.


                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF TRIARC AND ARG

         Triarc and ARG jointly and severally represent and warrant to the
Sellers as follows:

         Section 4.01   ORGANIZATION AND QUALIFICATION OF TRIARC AND ARG. Each
of Triarc and ARG is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has the
corporate power and authority to own or lease its assets and to carry on its
business substantially as it is being conducted on the date hereof. Each of
Triarc and ARG is duly qualified and licensed to do business and is in good
standing in each jurisdiction where the ownership or operation

<PAGE>
                                       21


of its property and assets or the conduct of its business requires such
qualification, except where the failure to be so qualified or in good standing
has not had and would not reasonably be expected to have, individually or in the
aggregate, a Triarc Material Adverse Effect. Triarc has made available to the
RTM Representatives correct and complete copies of the certificate of
incorporation and bylaws of Triarc and ARG (as amended to the date hereof).

         Section 4.02   AUTHORIZATION OF TRIARC AND ARG; ENFORCEABILITY. Each of
Triarc and ARG has all requisite corporate power and authority, and has taken
all corporate action necessary in order to execute, deliver and perform its
obligations under this Agreement and each of the Ancillary Agreements to which
it is a party and to consummate the transactions contemplated by this Agreement
and each such Ancillary Agreement. This Agreement and each of the Ancillary
Agreements to which it is a party have been duly executed and delivered by each
of Triarc and ARG and constitute the legal, valid and binding obligation of each
of Triarc and ARG, enforceable in accordance with their respective 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.

         Section 4.03   GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance by each of Triarc and ARG of this Agreement and each of the
Ancillary Agreements to which it is a party do not, and the consummation by each
of Triarc and ARG of the transactions contemplated hereby and thereby will not,
require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Entity, other than:

         (a)    the filing of the First Certificate of Merger with the Secretary
of State of the State of Georgia and the Second Certificate of Merger with the
Secretaries of State of the States of Delaware and Georgia;

         (b)    the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)    the pre-merger notification required under the HSR Act.

         Section 4.04   NON-CONTRAVENTION. Except with respect to Contracts to
be satisfied in full or terminated in connection with the Debt Refinancings and
except as set forth in Section 4.05 of the Triarc Disclosure Letter, the
execution, delivery and performance by each of Triarc and ARG of this Agreement
and each of the Ancillary Agreements to which it is a party do not, and the
consummation by each of Triarc and ARG of the transactions contemplated hereby
and thereby will not (a) contravene, conflict with, or result in any violation
or breach of, the certificate of incorporation or by-laws (or comparable
organizational instruments) of any of Triarc and ARG, (b) contravene or conflict
with, or result in any violation or breach of, in any material respect, any
Laws, Orders or Permits applicable to Triarc or any of its Subsidiaries or by

<PAGE>
                                       22


which any assets of Triarc and its Subsidiaries are bound, assuming that all
consents, approvals, authorizations, filings and notifications described in
Section 2.05, Section 3.03 and Section 4.03 have been obtained or made, (c)
result in any violation or breach of, or constitute a default (with or without
notice or lapse of time or both) under, (x) any Contract filed with the Triarc
SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries
is a party or by which any assets of Triarc or any of its Subsidiaries is bound,
other than in the case of this clause (y) any such violation, breach or default
that would not reasonably be expected to have, individually or in the aggregate,
a Triarc Material Adverse Effect, (d) require any consent, approval or other
authorization of, or filing with or notification to, any Person under, (x) any
Contract filed with the Triarc SEC Reports or (y) any other Contract to which
Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or
any of its Subsidiaries is bound, other than in the case of this clause (y) any
such consent, approval, authorization, filing or notification that, if not
obtained or made, would not reasonably be expected to have, individually or in
the aggregate, a Triarc Material Adverse Effect, (e) give rise to any
termination, cancellation, amendment, modification or acceleration of any rights
or obligations under, (x) any Contract filed with the Triarc SEC Reports or (y)
any other Contract to which Triarc or any of its Subsidiaries is a party or by
which any assets of Triarc or any of its Subsidiaries is bound, other than in
the case of this clause (y) any such termination, cancellation, amendment,
modification or acceleration that would not reasonably be expected to have,
individually or in the aggregate, a Triarc Material Adverse Effect, or (f) cause
the creation or imposition of any Liens (other than Permitted Liens) on any
material assets of any of Triarc or any of its Subsidiaries.

         Section 4.05   BROKERS AND FINDERS. No broker, finder or investment
banker other than as set forth on Section 3.29 of the Triarc Disclosure Letter
is entitled to any brokerage, finder's or other fee or commission in connection
with the RTM Transactions or the other transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of Triarc or any of its Subsidiaries. Triarc has made available to the
RTM Representatives a correct and complete copy of all agreements between Triarc
and those Persons set forth on Section 3.29 of the Triarc Disclosure Letter
under which such Persons would be entitled to any payment relating to the RTM
Transactions or such other transactions, which agreements shall not have been
amended or otherwise modified after the date hereof without the prior written
consent of the RTM Representatives.

         Section 4.06   PURCHASE FOR INVESTMENT. ARG is purchasing the
Membership Interests for its own account for investment and not for resale or
distribution in any transaction that would be in violation of the securities
laws of the United States of America or any state thereof.



<PAGE>
                                       23


                                   ARTICLE V

                          INTERIM OPERATIONS COVENANTS

         Section 5.01   CONDUCT OF BUSINESS OF RTMAC. During the period from
the date hereof until the Closing, except as required by Law or a Governmental
Entity or as otherwise contemplated by this Agreement or the Ancillary
Agreements or taken in connection with complying with the terms of this
Agreement or the Ancillary Agreements, the Sellers shall cause RTMAC to (x)
conduct its operations only in the ordinary course of business consistent with
past practice and with no less diligence and effort than would be applied in the
absence of this Agreement and (y) use its commercially reasonable efforts to
maintain and preserve intact its business organization, to retain the services
of its current officers and key employees, and to preserve the good will of its
customers, suppliers and other Persons with whom it has business relationships.
Without limiting the generality of the foregoing, and except as otherwise
contemplated by this Agreement or the Ancillary Agreements or as set forth in
Section 5.01 of the RTMAC Disclosure Letter, (i) the Sellers shall not permit
RTMAC to, without the prior written consent of Triarc (not to be unreasonably
withheld, conditioned or delayed), and (ii) with respect to Section 5.01(p), the
Sellers shall cause RTMAC to take the actions set forth in Section 5.01(p):

         (a)    ORGANIZATION DOCUMENTS. Amend its articles of organization
or operating agreement;

         (b)    DIVIDENDS. Make, declare or pay any dividend or distribution on
its membership interests or similar equity interests, other than (i)
distributions to members in an amount equal to their aggregate liability for
income Taxes based on the operations of RTMAC, as reasonably determined by
RTMAC, (ii) 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), after taking into account any distributions described in clause (i)
that have been made or are expected to be made prior to the Closing, would not
reasonably be expected to result in the Net Liabilities of the RTM Parties and
their Subsidiaries being more than the RTM Benchmark as of the Closing Date and
(iii) dividends or distributions of proceeds from Excluded Asset Dispositions;

         (c)    EQUITY INTERESTS. (i) Adjust, split, combine or reclassify its
membership interests or similar equity interests, (ii) redeem, purchase or
otherwise acquire, directly or indirectly, any membership interests or similar
equity interests or any securities convertible or exchangeable into or
exercisable for any membership interests or similar equity interests, (iii)
grant any Person any right or option to acquire any of its membership interests
or similar equity interests, (iv) issue, deliver or sell any additional
membership interests or similar equity interests or any securities convertible
or exchangeable into or exercisable for any membership interests or similar
equity interests or such securities or (v) enter into any Contract,
understanding or arrangement with respect to the sale, voting, registration or
repurchase of its membership interests or similar equity interests;

<PAGE>
                                       24


         (d)    COMPENSATION AND BENEFITS. (i) Increase the compensation or
benefits payable or to become payable to any of its directors, officers or
employees, (ii) pay any compensation or benefits not required by any existing
plan or arrangement (including the granting of stock options, stock appreciation
rights, shares of restricted stock or performance units) to its directors,
officers or employees, (iii) grant any severance or termination pay to any of
its directors, officers or employees (except pursuant to existing agreements,
plans or policies), (iv) enter into any new employment or severance agreement
with any of its directors, officers or employees or (v) establish, adopt, enter
into, amend or take any action to accelerate rights under any RTMAC Employee
Plans, except in each case (A) for increases in salary, wages and benefits of
officers or employees consistent with past practice, or (B) in conjunction with
new hires, promotions or other changes in job status consistent with past
practice;

         (e)    ACQUISITIONS. Acquire, by merger, consolidation, acquisition of
equity interests or assets, or otherwise, any business or any corporation,
partnership, limited liability company, joint venture or other business
organization or division thereof;

         (f)    DISPOSITIONS. Sell, close, lease, license, transfer, pledge,
encumber, grant or dispose of any of its properties or assets, including RTMAC
Restaurants, other than (i) the sale of Inventory or (ii) the disposition of
used or excess equipment or machinery, in each case in the ordinary course of
business consistent with past practice;

         (g)    CONTRACTS. (i) Enter into any Contract that, had it been entered
into on or prior to the date hereof, would have constituted an RTMAC Material
Contract, other than in the ordinary course of business consistent with past
practice or (ii) terminate, cancel or request any material change in any RTMAC
Material Contract or any Contract entered into pursuant to clause (i) above,
other than in the ordinary course of business consistent with past practice;

         (h)    INDEBTEDNESS; GUARANTEES. (i) Incur, assume or prepay any
Indebtedness, other than (x) in the ordinary course of business consistent with
past practice under existing lines of credit to be used for working capital
purposes or with Triarc's consent to acquire, remodel, furnish or build new
Restaurants or to remodel RTMAC Restaurants or (y) any Indebtedness incurred
either on terms reasonably acceptable to Triarc the proceeds of which will be
used solely to make scheduled amortization payments of principal or scheduled
payments of interest on Indebtedness existing as of the date hereof or as set
forth in Section 5.01(h) of the RTMAC Disclosure Letter, or (ii) assume,
guarantee, endorse or otherwise become liable or responsible for the obligations
of any other Person, other than (x) guarantees in favor of the RTM Parties or
any of their wholly owned Subsidiaries in the ordinary course of business or (y)
endorsement of negotiable instruments in the ordinary course of business
consistent with past practice;

         (i)    LOANS. (i) Make any loans, advances or capital contributions to,
or investments in, any other Person, other than in the ordinary course of
business consistent

<PAGE>
                                       25


with past practice, or (ii) make any loans to its directors or officers, other
than travel and similar advances in the ordinary course of business consistent
with past practice;

         (j)    CAPITAL EXPENDITURES. Fail to make any capital expenditure,
including maintenance capital expenditures and capital expenditures for
remodeling of Restaurants, in accordance with the ordinary course of business
consistent with past practice;

         (k)    ACCOUNTING. Change its accounting policies or procedures, other
than as required by GAAP;

         (l)    LEGAL ACTIONS. Subject to Section 5.01(p), waive, release,
assign, settle or compromise any Legal Actions required to be disclosed pursuant
to Section 2.11, other than any such waiver, release, assignment, settlement or
compromise entered into in the ordinary course of business consistent with past
practice that (i) does not involve payment by RTMAC of more than $100,000 in any
one instance or multiple instances involving the same or related conduct, facts,
circumstances or events and (ii) does not require RTMAC to be bound by any
material restriction (other than customary confidentiality restrictions);

         (m)    INTELLECTUAL PROPERTY. Take any action or omit to take any
action that causes any material RTMAC Intellectual Property Rights to become
invalidated, abandoned or dedicated to the public domain;

         (n)    RTMAC REAL PROPERTY. (i) Enter into any RTMAC Real Property
Lease or acquire any real property, except in connection with acquisitions of
RTMAC Restaurants described in Section 5.01(e) of the RTMAC Disclosure Letter,
(ii) enter into any lease, sublease, license, concession or other Contract
granting to any Person or Persons the right to use or occupancy to any portion
of the parcel of any RTMAC Real Property, (iii) enter into any Contract relating
to the sale of any RTMAC Real Property, other than dispositions of RTMAC
Restaurants described in Section 5.01(f) of the RTMAC Disclosure Letter or (iv)
terminate, cancel or request any material change in any of the foregoing in
clauses (i), (ii) and (iii) above, other than in the case of this clause (iv) in
the ordinary course of business consistent with past practice; or

         (o)    RELATED ACTIONS. Authorize, commit or agree to do any of the
foregoing; and

         (p)    TAXES. (i) Prepare, in the ordinary course of business and
consistent with past practice (except as otherwise required by a change in
applicable law or a good faith resolution of a contest), and timely file all
material Tax Returns required to be filed by it on or before the Closing Date
("RTM POST-SIGNING RETURNS"); (ii) consult with Triarc with respect to all RTM
Post-Signing Returns other than income Tax Returns and deliver drafts of such
RTM Post-Signing Returns to Triarc no later than ten Business Days prior to the
date (including extensions) on which such RTM Post-Signing Returns are required
to be filed; (iii) fully and timely pay all Taxes due and payable in respect of
such RTM Post-Signing Returns that are so filed; (iv) properly reserve (and
reflect such

<PAGE>
                                       26


reserve in its books and records and financial statements), in accordance with
past practice and in the ordinary course of business, for all Taxes payable by
it for which no RTM Post-Signing Return is due prior to the Closing Date; and
(v) promptly notify Triarc of any suit, claim, action, investigation, proceeding
or audit with respect to income Taxes or any other material Tax (collectively,
"TAX ACTIONS"), pending against or with respect to RTMAC, and any settlement or
compromise of any such Tax Action.

         Section 5.02   CONTROL OF BUSINESS PENDING CLOSING. Nothing contained
in this Agreement shall give Triarc or ARG, directly or indirectly, the right to
control or direct the operations of RTMAC prior to the Closing. Prior to the
Closing, RTMAC shall exercise, consistent with the terms and conditions of this
Agreement, complete control and supervision over its operations.


                                   ARTICLE VI

                              ADDITIONAL COVENANTS

         Section 6.01   ACCESS TO INFORMATION; CONFIDENTIALITY.

         (a)    Prior to the Closing, the Sellers shall, and shall cause RTMAC
to: (A) provide to Triarc and its Representatives access at reasonable times
upon reasonable prior notice to the officers, employees, agents, properties,
books and records of RTMAC; and (B) furnish promptly such information concerning
RTMAC as Triarc or its Representatives may reasonably request, in each case to
the extent that such access or request does not unreasonably interfere with the
business or operations of RTMAC. No investigation conducted under this Section
6.01(a), however, will affect or be deemed to modify any representation or
warranty made in this Agreement.

         (b)    Triarc shall, and shall cause its Representatives and
Subsidiaries to, comply with all of the obligations of Triarc under, and the
Sellers shall, and shall cause their respective Representatives and RTMAC to,
comply with all of the obligations of RTMRG under, the Amended and Restated
Confidentiality Agreements, dated January 28, 2005 (the "CONFIDENTIALITY
AGREEMENTS"), between Triarc and RTMRG with respect to the information disclosed
under this Section 6.01.

         Section 6.02   COMMERCIALLY REASONABLE EFFORTS. Prior to the Closing,
upon the terms and subject to the conditions set forth in this Agreement and in
accordance with applicable Laws, each of the parties to this Agreement shall use
its commercially reasonable efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, all things necessary, proper or advisable to
ensure that the conditions set forth in Article VIII are satisfied and to
consummate the transactions contemplated by this Agreement and the Ancillary
Agreements as promptly as practicable. Except as otherwise provided in Section
6.04(c), no party to this Agreement shall, or permit any of its respective
Subsidiaries to, take any action that could reasonably be expected to result in
any of the conditions set forth in Article VIII not being satisfied or
satisfaction of those conditions being delayed. Notwithstanding the foregoing,
it is understood and agreed

<PAGE>
                                       27


that Section 7.20 of the RTMRG Merger Agreement (and not this Section 6.02)
shall govern matters pertaining to the Trigger Event.

         Section 6.03   NOTICES OF CERTAIN EVENTS.

         (a)    Prior to the Closing, Triarc shall notify the RTM
Representatives promptly of (i) any communication from any Person alleging that
the consent of such Person (or another Person) is or may be required in
connection with the transactions contemplated by this Agreement, (ii) any
communication from any Governmental Entity in connection with the transactions
contemplated by this Agreement, (iii) any material Legal Actions threatened or
commenced against or otherwise affecting ARG or any of its Subsidiaries or (iv)
any event, change, occurrence, circumstance or development between the date of
this Agreement and the Closing known to Triarc which would reasonably be
expected to result in the failure of any of the conditions set forth in Section
8.03(a) or Section 8.03(b).

         (b)    Prior to the Closing, the Sellers shall notify Triarc promptly
of (i) any communication from any Person alleging that the consent of such
Person (or another Person) is or may be required in connection with the
transactions contemplated by this Agreement, (ii) any communication from any
Governmental Entity in connection with the transactions contemplated by this
Agreement, (iii) any material Legal Actions threatened or commenced against or
otherwise affecting RTMAC or (iv) any event, change, occurrence, circumstance or
development between the date of this Agreement and the Closing known to any
Seller which would reasonably be expected to result in the failure of any of the
conditions set forth in Section 8.02(a) or Section 8.02(b).

         Section 6.04   CONSENTS; FILINGS.

         (a)    Prior to the Closing, upon the terms and subject to the
conditions of this Agreement and in accordance with applicable Laws, each of the
parties to this Agreement shall use its commercially reasonable efforts to (i)
obtain any consents, approvals or other authorizations required in connection
with the transactions contemplated by this Agreement and (ii) make any necessary
filings and notifications, and thereafter make any other submissions either
required or deemed appropriate by each of the parties to this Agreement, in
connection with the transactions contemplated by this Agreement under (A) the
Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B)
the HSR Act, and (C) any other applicable Laws, including all real estate
transfer tax returns. Triarc and the Sellers shall cooperate and consult with
each other in connection with the making of all such filings and notifications.
Neither Triarc nor any of the Sellers shall consent to any voluntary extension
of any statutory deadline or waiting period or to any voluntary delay of the
consummation of the transactions contemplated by this Agreement at the behest of
any Governmental Entity without the consent of the other party, which consent
shall not be unreasonably withheld, conditioned or delayed.

         (b)    Triarc shall promptly inform the RTM Representatives, and each
of the Sellers shall promptly inform Triarc, upon receipt of any communication
from the

<PAGE>
                                       28


Federal Trade Commission, the Department of Justice or any other Governmental
Entity regarding any of the transactions contemplated by this Agreement. If
Triarc or any of the Sellers (or any of their respective Affiliates) receives a
request for additional information from any such Governmental Entity that is
related to the transactions contemplated by this Agreement, then such party will
endeavor in good faith to make, or cause to be made, as soon as reasonably
practicable and after consultation with the other party (or in the case of
Triarc, with the RTM Representatives), an appropriate response to such request.
Triarc shall advise the RTM Representatives promptly of any understandings,
undertakings or agreements (oral or written) which Triarc or any of its
Subsidiaries proposes to make or enter into with the Federal Trade Commission,
the Department of Justice or any other Governmental Entity in connection with
the transactions contemplated by this Agreement. In furtherance and not in
limitation of the foregoing, Triarc shall use its commercially reasonable
efforts to resolve any objections that may be asserted with respect to the
transactions contemplated by this Agreement under any antitrust, competition or
trade regulatory Laws.

         (c)    Notwithstanding the foregoing, nothing in this Section 6.04
shall require, or be construed to require, Triarc or any of the Sellers to agree
to (i) sell, hold separate, divest, discontinue or limit, before or after the
Closing Date, any assets, businesses or interest in any assets or businesses of
Triarc, RTMAC, any of the Sellers or any of their respective Affiliates, (ii)
any conditions relating to, or changes or restriction in, the operations of any
such assets or businesses which, in either case, would reasonably be expected to
(x) result in a Triarc Material Adverse Effect, an ARG Material Adverse Effect
or an RTMAC Material Adverse Effect or (y) materially and adversely impact the
economic or business benefits to Triarc and its stockholders of the transactions
contemplated by this Agreement or (iii) any modification or waiver of the terms
and conditions of this Agreement.

         Section 6.05   ACTIONS WITH RESPECT TO DEBT FINANCING AND DEBT
REFINANCINGS.

         (a)    The Sellers shall, and shall cause RTMAC to, cooperate fully
with Triarc and its Affiliates in connection with the Debt Financing and Debt
Refinancings, including causing RTMAC and its Representatives to provide
reasonable cooperation in connection with the arrangement of any financing to be
consummated contemporaneously with or at or immediately after the Closing Date
in respect of the transactions contemplated by this Agreement or any Ancillary
Agreement, including reasonable participation in meetings, due diligence
sessions, road shows, provision of information, provision of financial
statements (including pro forma and interim financial statements), assistance in
rating agency process, the preparation of offering memoranda, private placement
memoranda, prospectuses and similar documents, the execution and delivery of any
customary underwriting or placement agreements, pledge and security documents,
other definitive financing documents, or other requested certificates or
documents, and including reasonable assistance with respect to obtaining
customary closing certificates, comfort letters of accountants, legal opinions
and real estate title documentation as may be reasonably requested by any
syndication agent, underwriter,

<PAGE>
                                       29


initial purchaser, arranger or placement agent with respect to all or a portion
of such financing.

         (b)    The Sellers shall, and shall cause RTMAC to, use commercially
reasonable efforts to obtain (at no cost or expense to ARG or any of its
Subsidiaries after the Closing) on or prior to the Closing Date payoff letters
to satisfy in full no later than sixty (60) days after the Closing Date each of
the Contracts governing the Indebtedness for borrowed money of any RTM Party or
its Subsidiaries or included in the Winners Indebtedness Amount and, if any such
payoff letter shall not have been obtained on or prior to the Closing Date, such
amendments, waivers and modifications (the "Required Debt Consents") to such
Contracts (x) as are necessary to permit all such Indebtedness (other than the
RTM Non-Prepayable Debt) to be prepaid no later than the earlier of sixty (60)
days after the Closing Date and the date any forbearance agreement in effect on
the Closing Date in respect of such Indebtedness shall expire after the Closing
Date and (y) with respect to the RTM Non-Prepayable Debt, that are identified in
Section 7.07(b) of the Triarc Disclosure Letter.

         Section 6.06   NO SOLICITATION. From the date of this Agreement until
the Closing, each of the Sellers shall not, and shall cause each of their
respective Representatives and RTMAC not to, directly or indirectly (i) solicit,
initiate, facilitate or knowingly encourage any inquiries, offers or proposals
relating to a Takeover Proposal; (ii) engage in discussions or negotiations
with, or furnish or disclose any non public information relating to RTMAC to,
any Person that has made or indicated an intention to make a Takeover Proposal;
(iii) approve, endorse or recommend any Takeover Proposal; (iv) enter into any
agreement in principle, arrangement, understanding or Contract relating to a
Takeover Proposal; or (v) propose to do any of the foregoing or take any other
action inconsistent with the obligations of RTMAC and the Sellers under this
Section 6.06. Each of the Sellers shall promptly inform its Representatives and
RTMAC of its obligations under this Section 6.06. Each of the Sellers shall
notify Triarc promptly upon receipt of any Takeover Proposal or indication that
any Person is considering making a Takeover Proposal or any request for
non-public information relating to RTMAC. Each of the Sellers shall provide
Triarc promptly with the identity of such Person and a copy of such Takeover
Proposal, indication or request (or, where no such copy is available, a detailed
description of such Takeover Proposal).

         Section 6.07   DEFENSE OF LITIGATION. Prior to the Closing, none of
the Sellers shall settle or offer to settle any Legal Action against such Seller
or RTMAC or any of its directors or officers arising out of or relating to this
Agreement or the Ancillary Agreements or the transactions contemplated by this
Agreement or the Ancillary Agreements without the prior written consent of
Triarc, which consent shall not be unreasonably withheld, delayed or
conditioned. Prior to the Closing, none of the Sellers shall cooperate with any
Person that may seek to restrain, enjoin, prohibit or otherwise oppose the
transactions contemplated by this Agreement or the Ancillary Agreements, and the
Sellers shall cooperate with the reasonable requests of Triarc in resisting any
such effort to restrain, enjoin, prohibit or otherwise oppose such transactions.

<PAGE>
                                       30


         Section 6.08   EMPLOYEES AND EMPLOYEE BENEFITS, ETC.

         (a)    Except as otherwise agreed by Triarc and the RTM
Representatives, ARG shall, and shall cause its Subsidiaries to, retain in their
employ immediately after the Closing each of the employees of RTMAC, including
any employees on a leave of absence (the "RTMAC EMPLOYEES"), subject in each
case to the current terms of such employee's employment and the ability of
Triarc and its Subsidiaries in their sole discretion subsequent to the Closing
to terminate any such employee in accordance therewith.

         (b)    ARG shall be responsible for compliance with COBRA, including
the provision of continuation coverage with respect to all RTMAC Employees and
former employees of RTMAC and each of their qualified beneficiaries for whom a
qualifying event occurs prior to, on or after the Closing Date. The terms
"continuation coverage," "qualified beneficiaries," and "qualifying event" are
used herein with the meanings ascribed to them in COBRA.

         (c)    For the year in which the Closing occurs, Triarc shall cause
any welfare plan in which an RTMAC Employee who remains in the employ of ARG or
its Subsidiaries participates to credit such RTMAC Employee and his dependents
and beneficiaries with any deductible, co-payment and out-of-pocket expenses
incurred from January 1 through the Closing Date under the comparable welfare
plan in which the RTMAC Employee participates as of the Closing Date.

         (d)    In addition to the requirements of Section 6.08(a), for the
period beginning on the Closing Date and ending on January 2, 2006, 12:00
midnight Eastern time (the "TRANSITION PERIOD"), each RTMAC Employee who remains
in the employ of ARG or its Subsidiaries shall continue to participate in the
employee pension and welfare benefit plans of RTMRG in which such RTMAC Employee
participated immediately prior to the Closing Date.

         (e)    Each RTMAC Employee who remains in the employ of ARG or its
Subsidiaries shall be credited under the employee pension and welfare benefit
plans in which such RTMAC Employee shall become entitled to participate
following the end of the Transition Period (collectively, the "POST-TRANSITION
PERIOD BENEFIT PLANS") with all service credited under comparable plans of RTMAC
and its Subsidiaries, including but not limited to:

                (i)     under any Post-Transition Period Benefit Plan that is
a defined contribution plan, for purposes of eligibility to participate, vesting
and benefit levels;

                (ii)    under any Post-Transition Period Benefit Plan that
provides severance benefits, for purposes of eligibility to participate and the
calculation of the amount of the severance payment and other benefits;

<PAGE>
                                       31


                (iii)   under any Post-Transition Period Benefit Plan that
provides for paid time off, for purposes of eligibility to participate and the
calculation of the amount to be accrued; and

                (iv)    under any Post-Transition Period Benefit Plan that
provides welfare benefits, for purposes of any waiting period requirements or
benefit level entitlements.

         (f)    Compensation and benefit packages for RTMAC Employees at or
above the Vice President level to be in effect as of the Closing Date shall be
subject to the approval of the RTM Representatives, not to be unreasonably
withheld, conditioned or delayed.

         (g)    RTMAC shall take all necessary actions to terminate each RTMAC
Employee Plan set forth on Section 6.08(g) of the RTMAC Disclosure Letter, in
each case effective as of immediately prior to the Closing and without any
Liability after the Closing to Triarc or any of their Affiliates.

         (h)    RTMAC shall take all necessary actions to cause the annual rate
of base salary of each RTMAC Employee whose name is set forth on Section 6.08(h)
of the RTMAC Disclosure Letter to equal the annual rate of base salary set forth
next to each such RTMAC Employee's name on such Section 6.08(h), in each case
effective as of immediately prior to the Closing.

         (i)    Not later than three months after the Closing Date (if the
Triarc B-1 Election shall have been made) or the date on which the shares of
Triarc Class B-2 Common Stock convert into shares of Triarc Class B-1 Common
Stock (if the Triarc B-2 Election shall have been made), Triarc shall request
that the Performance Compensation Subcommittee of its board of directors
consider granting to RTMAC Employees employed by ARG or any of its Subsidiaries
after the Closing Date options to purchase shares of Triarc B-1 Common Stock
under Triarc's 2002 Equity Participation Plan in such amounts and with such
exercise prices and other terms as the Performance Compensation Subcommittee
shall determine, in its sole discretion, taking into account the position held
and years of service to the Arby's restaurant system by each respective RTMAC
Employee.

         Section 6.09   DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.

         (a)    All rights to indemnification now existing in favor of any
director or officer of RTMAC (the "D&O INDEMNIFIED PARTIES") as provided in the
operating agreement of RTMAC, in agreements between a D&O Indemnified Party and
RTMAC, or otherwise in effect on the date of this Agreement shall, in each case,
survive the Purchase and the consummation of the other transactions contemplated
hereby and shall continue in full force and effect for a period of not less than
six years after the Closing.

         (b)    ARG shall cause RTMAC to indemnify all D&O Indemnified Parties
to the fullest extent permitted by applicable Laws with respect to all acts and
omissions arising out of or relating to its services as directors or officers of
RTMAC

<PAGE>
                                       32


occurring prior to the Closing. If any D&O Indemnified Party is or becomes
involved in any Legal Action in connection with any matter occurring prior to or
at the Closing, ARG shall cause RTMAC to pay as incurred such D&O Indemnified
Party's legal fees, costs and expenses incurred in connection with such Legal
Action, subject to ARG's receipt of an undertaking by or on behalf of such D&O
Indemnified Party to repay such legal fees, costs and expenses if it is
ultimately determined under applicable Laws that such D&O Indemnified Party is
not entitled to be indemnified.

         (c)    ARG shall cause RTMAC to obtain, for a period of six years after
the Closing, extended reporting or tail coverage on, or a substitute directors'
and officers' liability insurance policy for, the directors' and officers'
liability insurance policy maintained by RTMAC as of the date hereof for the
benefit of those persons who are covered by such policy immediately prior to the
Closing, on terms and conditions that are, in the aggregate, no less favorable
to the insured with respect to claims arising from acts or omissions arising
prior to and including the Closing than are currently in effect; PROVIDED, that
such extended reporting or tail coverage or such substitute policy, as the case
may be, can be obtained and maintained on commercially reasonable terms and at a
cost to RTMAC not greater than 150 percent of the aggregate annual premium for
the directors' and officers' liability insurance policy maintained by RTMAC on
the date hereof. If RTMAC is unable to obtain such coverage or policy for the
cost indicated in the preceding sentence, ARG shall cause RTMAC to procure the
most favorable coverage or policy, in ARG's reasonable judgment, that RTMAC can
reasonably obtain for the cost indicated in the preceding sentence.

         Section 6.10   PUBLIC ANNOUNCEMENTS. Triarc shall consult with the RTM
Representatives, and the Sellers shall, and shall cause RTMAC to, consult with
Triarc, before issuing any press release or otherwise making any public
statements about this Agreement or any of the transactions contemplated by this
Agreement. Neither Triarc nor RTMAC or any of the Sellers shall issue or cause
to be issued any such press release or make any such public statement prior to
such consultation, except to the extent required by applicable Laws, in which
case that party shall use its commercially reasonable efforts to consult with
the other party before issuing any such release or making any such public
statement.

         Section 6.11   SARBANES-OXLEY COMPLIANCE. Prior to the Closing, the
Sellers shall cause RTMAC to take all actions that Triarc may deem necessary or
appropriate, and cooperate in the taking of such actions, to enable Triarc,
following the Closing, to satisfy the applicable obligations under Sections 302,
404 and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated by the SEC pursuant thereto (as amended from time to time, the
"SOA") and the other requirements of the SOA, including establishing and
maintaining adequate disclosure controls and procedures and internal controls
over financial reporting as such terms are defined in the SOA.

         Section 6.12   CHARITABLE COMMITMENTS. Prior to the Closing, the
Sellers shall cause RTMAC to fund in full and terminate each charitable
commitment described (or that should have been described) in Section
2.12(a)(xvii) of the RTMAC Disclosure Letter.

<PAGE>
                                       33


                                  ARTICLE VII

                                  TAX MATTERS

         Section 7.01   TAX INDEMNIFICATION.

         (a)    INDEMNIFICATION BY SELLERS. From and after the Closing Date,
the Sellers (jointly and severally) shall, subject to the applicable limitations
set forth in Article X, indemnify the Triarc Indemnified Parties against and
hold harmless from any and all liabilities, losses, damages, claims, costs,
expenses, interest, awards, judgments and penalties (including, without
limitation, reasonable fees for both in-house and outside counsel, accountants
and other outside consultants) suffered or incurred (each a "TAX LOSS" and
collectively, the "TAX LOSSES") arising out of:

                  (i)   Taxes of RTMAC for periods or portions thereof ending
on or before the Closing Date ("PRE-CLOSING Taxes"), and Taxes of RTMAC
attributable to the RTMAC Transactions, in excess of the amount of Taxes which
are specifically identified as current liabilities (excluding any reserve for
deferred taxes established to reflect timing differences between book and Tax
income) on the RTM Closing Balance Sheet;

                  (ii)  Taxes or other payments with respect to periods or
portions thereof ending on or before the Closing Date which are required to be
paid after the date hereof by RTMAC to any party under any Tax Sharing Agreement
(whether written or not) or by reason of being a successor-in-interest or
transferee of another entity; and

                  (iii) without duplication, Taxes imposed on Triarc or any
of its Subsidiaries as a result of (x) a breach of or inaccuracy in any
representation or warranty set forth in Section 2.13 or in the certificate
delivered by the RTM Representatives pursuant to Section 8.02(d) as of the date
such representation or warranty was made or as if such representation or
warranty were made on and as of the Closing Date (except for representations and
warranties that expressly relate to a specified date, the breach of or
inaccuracy in which will be determined with reference to such specified date) or
(y) a breach of any covenant or agreement set forth in Section 5.01(p) or this
Article VII, PROVIDED, that for purposes of this Section 7.01(a)(iii) only, a
breach of or inaccuracy in any representation, warranty, covenant or agreement
shall be determined without reference to any materiality qualifier with respect
thereto.

Notwithstanding the foregoing, the Sellers shall not be obligated to pay any
amounts under this Section 7.01(a) for any Tax Losses resulting from any
transaction of RTMAC on the Closing Date but after the Closing, other than any
transaction in the ordinary course of business and any RTMAC Transactions.

<PAGE>
                                       34


         (b)    INDEMNIFICATION CALCULATIONS. All indemnification payments for
Tax Losses made pursuant to this Section 7.01, and for Losses made pursuant to
Section 10.02 and Section 10.04, shall be made on an after-tax basis.
Accordingly, in determining the amount of any indemnification payment for a Tax
Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such
Tax Loss or Loss shall be (i) increased to take into account any additional Tax
cost actually incurred by the indemnitee arising from the receipt of
indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into
account any deduction, credit or other tax benefit actually realized by the
indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing
the amount of any such Tax Cost or Tax Benefit, the indemnitee shall be deemed
to recognize all other items of income, gain, loss, deduction or credit before
recognizing any item arising from the receipt of any indemnification payment
hereunder or the incurrence or payment of any indemnified Tax Loss or Loss;
PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable
period during which an indemnifying party makes an indemnification payment or
the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall
thereafter make payments to one another at the end of each subsequent taxable
period to reflect the net Tax Costs and Tax Benefits realized by the parties
hereto in each such subsequent taxable period.

         Section 7.02   TAX INDEMNIFICATION PROCEDURES.

         (a)    After the Closing, Triarc shall promptly notify the RTM
Representatives in writing of any demand, claim or notice of the commencement of
an audit received by such party from any Governmental Entity or any other Person
with respect to Taxes for which the Sellers are liable pursuant to Section 7.01;
PROVIDED, HOWEVER, that a failure to give such notice will not affect the Triarc
Indemnified Parties' rights to indemnification under this Article VII, except to
the extent the Sellers are actually prejudiced thereby. Such notice shall
contain factual information (to the extent known) describing the asserted Tax
liability and shall include copies of the relevant portion of any notice or
other document received from any Governmental Entity or any other Person in
respect of any such asserted Tax liability.

         (b)    Payment by the Sellers of any amount due to the Triarc
Indemnified Parties under this Article VII shall be made within ten days
following written notice by a Triarc Indemnified Party that payment of such
amounts to the appropriate Governmental Entity or other applicable third party
is due by a Triarc Indemnified Party, provided, that the Sellers shall not be
required to make any payment earlier than five Business Days before it is due to
the appropriate Governmental Entity or applicable third party. In the case of a
Tax that is contested in accordance with the provisions of Section 7.03, payment
of such contested Tax will not be considered due earlier than the date a "final
determination" to such effect is made by such Governmental Entity or a court of
competent jurisdiction. For this purpose, a "final determination" shall mean a
settlement, compromise, or other agreement with the relevant Governmental
Entity, whether contained in an IRS Form 870 or other comparable form, or
otherwise, or such procedurally later event, such as a closing agreement with
the relevant Governmental Entity, and agreement contained in an IRS Form 870-D
or other comparable form, an agreement that constitutes a "determination" under

<PAGE>
                                       35


Section 1313(a)(4) of the Code, a deficiency notice with respect to which the
period for filing a petition with the Tax Court or the relevant state, local or
foreign tribunal has expired or a decision of any court of competent
jurisdiction that is not subject to appeal or as to which the time for appeal
has expired.

         (c)    All amounts required to be paid pursuant to this Article VII
shall be paid promptly in immediately available funds by wire transfer to a bank
account designated by the indemnified party. In seeking indemnification under
this Article VII against the Sellers, the Triarc Indemnified Parties shall first
exercise its remedies with respect to the RTM Escrow Fund pursuant to the Escrow
Agreement and, if the RTM Escrow Fund has been exhausted in full, with respect
to the Sellers (individually or jointly) directly pursuant to this Agreement.

         (d)    Any payments required pursuant to this Article VII that are
not made within the time period specified in this Section 7.02 shall bear
interest at a rate and in the manner provided in the Code for interest on
underpayments of federal income Tax and, in the case of payments related to
Taxes other than U.S. federal income Taxes, at a rate and in the manner provided
under applicable Law for underpayments of such Tax.

         Section 7.03      RTM TAX AUDITS AND CONTESTS; COOPERATION.

         (a)    After the Closing Date, the RTM Representatives shall control
the conduct, through counsel of their own choosing, of any audit, claim for
refund, or administrative or judicial proceeding involving any asserted Tax
liability or refund (any such audit, claim for refund, or proceeding relating to
an asserted Tax liability referred to herein as a "CONTEST") that relates solely
to Taxes for which the Triarc Indemnified Parties are indemnified under Section
7.01(a), but Triarc shall have the right to participate in such Contest at its
own expense, and the RTM Representatives shall not settle, compromise and/or
concede any portion of such Contest that is reasonably likely to affect the Tax
liability of Triarc or its Subsidiaries for any taxable year (or portion
thereof) beginning after the Closing Date without the consent of Triarc, which
consent shall not be unreasonably withheld, conditioned or delayed; PROVIDED,
that if the RTM Representatives fail to assume control of the conduct of any
such Contest within a reasonable period following the receipt by the RTM
Representatives of notice of such Contest, Triarc shall have the right to assume
control of such Contest and shall be able to settle, compromise and/or concede
such Contest in its sole discretion.

         (b)    After the Closing Date, subject to Section 7.03(a), Triarc
shall control the conduct of any Contest pertaining to RTMAC, but the RTM
Representatives shall have the right to participate in any such Contest that
relates to Taxes for which the Triarc Indemnified Parties are indemnified under
Section 7.01(a) ("PARTICIPATION CONTEST") at their own expense and Triarc shall
not settle, compromise and/or concede any portion of such Participation Contest
if such resolution is reasonably likely to give rise to a Tax liability for
which the Triarc Indemnified Parties are indemnified under Section 7.01(a),
without the consent of the RTM Representatives, which consent shall not be
unreasonably withheld, conditioned or delayed; PROVIDED, that if Triarc fails to
assume control of the conduct of any such Participation Contest within a
reasonable

<PAGE>
                                       36


period following the receipt by Triarc of notice of such Participation Contest,
the RTM Representatives shall have the right to assume control of such
Participation Contest and shall be able to settle, compromise and/or concede
such Participation Contest in its sole discretion.

         (c)    Triarc and the RTM Representatives agree to furnish or cause
to be furnished to each other, upon request, as promptly as practicable, such
information (including access to books and records) and assistance relating to
RTMAC as is reasonably requested for the filing of any Tax Returns and the
preparation, prosecution, defense or conduct of any Contest. Triarc and the RTM
Representatives shall reasonably cooperate with each other in the conduct of any
Contest or other proceeding involving or otherwise relating to RTMAC (or its
income or assets) with respect to any Tax and each shall execute and deliver
such powers of attorney and other documents as are necessary to carry out the
intent of this Section 7.03(c). Without limiting the foregoing, Triarc shall
make available to the RTM Representatives promptly upon written request and for
as much time as reasonably required for purposes of reviewing or filing any Tax
Returns or conducting any Contest or other Tax proceeding related to Taxes of
RTMAC for Taxable periods (or portions thereof) ending on or before the Closing
Date any one or more of those employees of RTMAC or Triarc or their controlled
Affiliates (as specifically requested by the RTM Representatives) who prior to
the Closing were involved in the preparation of Tax Returns or the conduct of
Contests or other Tax proceedings for the benefit of RTMAC; PROVIDED, that
neither Triarc nor any of its controlled Affiliates shall have any obligation to
continue the employment of any employees; and PROVIDED, further, neither Triarc
nor any of its controlled Affiliates shall have any Liability to the RTM
Representatives for the acts or omissions of its employees under this Section
7.03(c). The parties agree that nothing in this Section 7.03(c) shall require
any of Triarc or its Affiliates to undertake any action that could unreasonably
interfere with, or otherwise cause an undue burden on, the activities of Triarc
or its Subsidiaries. The RTM Representatives shall reimburse Triarc for Triarc's
or its controlled Affiliates' reasonable costs, including allocated direct and
indirect costs, in satisfying its obligations under this Section 7.03(c) with
respect to the RTM Representatives. Any information obtained under this Section
7.03(c) shall be kept confidential, except as may be otherwise necessary in
connection with the filing of Tax Returns or in the conduct of a Contest or
other Tax proceeding.

         (d)    Triarc and its Subsidiaries shall (i) properly retain and
maintain the Tax and accounting records of RTMAC that are in its possession
after the Closing Date and that relate to Pre-Closing Taxable Periods for seven
years and shall thereafter provide the RTM Representatives with written notice
prior to any destruction, abandonment or disposition of all or any portions of
such records of RTMAC, (ii) transfer such records to the RTM Representatives
upon their written request prior to any such destruction, abandonment or
disposition and (iii) allow the RTM Representatives and their Representatives,
at times and dates reasonably and mutually acceptable to the parties, to from
time to time inspect and review such records as the RTM Representatives may deem
necessary or appropriate; PROVIDED, HOWEVER, that in all cases, such activities
are to be conducted by the RTM Representatives during normal business hours and
at the sole expense of the Sellers. Any information obtained under this Section
7.03(d) shall be kept

<PAGE>
                                       37


confidential, except as may be otherwise necessary in connection with the filing
of Tax Returns or in the conduct of a Contest or other Tax proceeding.

         Section 7.04   PREPARATION OF TAX RETURNS AND PAYMENT OF TAXES.

         (a)    Triarc shall prepare (or cause to be prepared), and timely file
all Tax Returns of RTMAC that are required to be filed with any Governmental
Entity after the Closing Date other than Pre-Closing Income Tax Returns, and
shall pay (or cause to be paid) any Taxes due in respect of such Tax Returns.
With respect to any such Tax Returns filed with respect to any taxable periods
(or portions thereof) ending on or before the Closing Date ("PRE-CLOSING TAXABLE
PERIODS"), the Sellers shall be responsible for the Pre-Closing Taxes due in
respect of such Tax Returns for RTMAC, to the extent that the aggregate amount
of Pre-Closing Taxes due in respect of all such Tax Returns exceeds the amount
of Taxes that are specifically identified as current liabilities (excluding any
reserve for deferred taxes established to reflect timing differences between
book and Tax income) on the RTM Closing Balance Sheet, and Triarc shall, subject
to Section 7.01(a), be responsible for all other Pre-Closing Taxes shown as due
on such Tax Returns. Triarc shall notify the RTM Representatives of any amounts
due from the Sellers in respect of any such Tax Return no later than ten
Business Days prior to the date on which such Tax Return is due, and the Sellers
shall remit such payment to Triarc no later than five Business Days prior to the
date such Tax Return is due.

         (b)    In the case of any income Tax Returns of RTMAC with respect to
any Taxable periods ending on or before the Closing Date ("PRE-CLOSING INCOME
TAX RETURNS"), Triarc shall prepare (or cause to be prepared) such Tax Returns
in a manner consistent with past practice, except as otherwise required by a
change of law or a good faith resolution of a contest; PROVIDED, that RTM
Representatives shall reimburse Triarc and its Subsidiaries for their reasonable
costs, including allocated direct and indirect costs, in preparing such Tax
Returns; PROVIDED, FURTHER, that the RTM Representatives shall be responsible
for signing and filing any such Tax Returns as prepared in accordance with this
Section 7.04(b) and the Sellers shall be responsible for any Taxes shown to be
due on such Tax Returns. In the case of Tax Returns that are filed with respect
to a taxable period that ends on or prior to the Closing Date and Pre-Closing
Income Tax Returns, Triarc shall prepare (or cause to be prepared) such Tax
Return in a manner consistent with past practice, except as otherwise required
by a change in law or a good faith resolution of a contest, and shall deliver
any such Tax Return to the RTM Representatives for their review at least 30 days
prior to the date such Tax Return is required to be filed. If the RTM
Representatives dispute any item on such Tax Return, they shall notify Triarc of
such disputed item (or items) and the basis for its objection. The parties shall
act in good faith to resolve any such dispute prior to the date on which the
relevant Tax Return is required to be filed. If the parties cannot resolve any
disputed item, the item in question shall be resolved by the Independent
Accountants. In the case of Tax Returns other than Pre-Closing Income Tax
Returns, the fees and expenses of the Independent Accountants shall be borne
equally by Triarc and the RTM Representatives; and in the case of Pre-Closing
Income Tax Returns, the fees and expenses of the Independent Accountants shall
be borne by the RTM Representatives.

<PAGE>
                                       38


         (c)    With respect to Tax Returns that are required to be filed by or
with respect to RTMAC for a period that begins before and ends after the Closing
Date ("STRADDLE RETURNS"), such Straddle Returns shall be prepared in a manner
consistent with past practice (except as otherwise required by a change in law
or a good faith resolution of a contest), and the Sellers shall be responsible
for the Pre-Closing Taxes due in respect of such Straddle Returns in excess of
the amount of such Taxes which are specifically identified as current
liabilities (excluding any reserve for deferred Taxes established to reflect
timing differences between book and Tax income) on the RTM Closing Balance
Sheet. Triarc shall notify the RTM Representatives of any amounts due from the
Sellers in respect of any Straddle Return no later than ten Business Days prior
to the date on which such Straddle Return is due, and the Sellers shall remit
such payment to Triarc no later than five Business Days prior to the date such
Straddle Return is due. Triarc shall deliver any Straddle Return to the RTM
Representatives for their review at least 30 days prior to the date on which
such Tax Return is required to be filed. If the RTM Representatives dispute any
item on such Tax Return, they shall notify Triarc of such disputed item (or
items) and the basis for their objection. The parties shall act in good faith to
resolve any such dispute prior to the date on which the relevant Tax Return is
required to be filed. If the parties cannot resolve any disputed item, the item
in question shall be resolved by the Independent Accountants. The fees and
expenses of the Independent Accountants shall be borne equally by Triarc and the
RTM Representatives.

         (d)    Neither Triarc nor any of its Affiliates shall (or shall cause
or permit any of their Subsidiaries to) amend, refile or otherwise modify any
Tax Return relating in whole or in part to RTMAC with respect to any Pre-Closing
Taxable Period without the written consent of the RTM Representatives, which
consent shall not be unreasonably withheld, conditioned or delayed.

         Section 7.05   STRADDLE PERIODS. For purposes of this Agreement, in the
case of any Taxes of RTMAC that are payable with respect to any tax period that
begins before and ends after the Closing Date (a "STRADDLE PERIOD"), the portion
of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of
Taxes that are either (x) based upon or related to income or receipts, or (y)
imposed in connection with any sale, transfer or assignment or any deemed sale,
transfer or assignment of property (real or personal, tangible or intangible),
be deemed equal to the amount that would be payable if the tax year or period
ended on the Closing Date; and (ii) in the case of Taxes (other than those
described in clause (i) above) that are imposed on a periodic basis with respect
to the business or assets of RTMAC or otherwise measured by the level of any
item, be deemed to be the amount of such Taxes for the entire Straddle Period
(or, in the case of such Taxes determined on an arrears basis, the amount of
such Taxes for the immediately preceding Tax period) multiplied by a fraction
the numerator of which is the number of calendar days in the portion of the
Straddle Period ending on the Closing Date and the denominator of which is the
number of calendar days in the entire Straddle Period. For purposes of clause
(i) of the preceding sentence, any exemption, deduction, credit or other item
(including, without limitation, the effect of any graduated rates of tax) that
is calculated on an annual basis shall be allocated to the portion of the
Straddle Period ending on the Closing Date on a pro rata basis determined by
multiplying the total

<PAGE>
                                       39


amount of such item allocated to the Straddle Period times a fraction, the
numerator of which is the number of calendar days in the portion of the Straddle
Period ending on the Closing Date and the denominator of which is the number of
calendar days in the entire Straddle Period. In the case of any Tax based upon
or measured by capital (including net worth or long-term debt) or intangibles,
any amount thereof required to be allocated under this Section 7.05 shall be
computed by reference to the level of such items on the Closing Date. The
parties hereto will, to the extent permitted by applicable Law, elect with the
relevant Governmental Entity to treat a portion of any Straddle Period as a
short taxable period ending as of the close of business on the Closing Date.

         Section 7.06   REFUNDS.

         (a)    Each of the Sellers (with respect to RTMAC) shall be entitled
to all credits and refunds (including interest received thereon) in respect of
any Pre-Closing Taxable Period relating to RTMAC. All credits and refunds
(including interest received thereon) in respect of any Straddle Period shall be
equitably apportioned between the Sellers pursuant to the principles set forth
in Section 7.05. Triarc shall cause each such refund to which the Sellers are
entitled to be paid to the Sellers promptly following its receipt.

         (b)    Except as provided in Section 7.06(a), Triarc and its
Subsidiaries (including RTMAC) shall be entitled to all credits and refunds
(including interest received thereon) in respect of any Taxes of Triarc and its
Subsidiaries (including RTMAC).

         Section 7.07   CONVEYANCE TAXES. ARG shall pay all sales, use, value
added, transfer, stamp, registration, documentary, excise, real property
transfer or gains, or similar Taxes ("TRANSFER TAXES") incurred solely as a
result of the purchase and sale of the Membership Interests; and RTMAC and
Triarc agree to jointly file all required change of ownership and similar
statements.

         Section 7.08   TERMINATION OF TAX SHARING AGREEMENTS. Any and all Tax
Sharing Agreements between RTMAC, on the one hand, and the Sellers and their
Affiliates, on the other hand, shall be terminated as to RTMAC as of the Closing
Date, and RTMAC shall not be obligated to make any payment pursuant to any such
Tax Sharing Agreement for any past or future period.

         Section 7.09   SECTION 754 ELECTION. At Triarc's written request, each
of the Sellers shall cause RTMAC to make an election under Section 754 of the
Code (and any similar state, local or foreign Law), or ensure that such election
is in effect, for the taxable year in which the transfers of the Membership
Interests contemplated by this Agreement occur, and the RTM Representatives
shall cooperate with Triarc in the preparation and filing of IRS Form 1065 and
any other forms required in connection with making such an election, including
the execution of these forms where required.

         Section 7.10   TAX TREATMENT. So long as the amendment contemplated
by Section 8.13 of the RTMRG Merger Agreement shall have been made prior to the

<PAGE>
                                       40


Closing Date and the Allocation Requirement is satisfied, Triarc and the Sellers
shall file, and shall cause their respective Affiliates to file, all Federal
income Tax Returns in a manner consistent with the Purchase Price Allocation and
shall 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. The parties, each acting in good faith, shall attempt
to agree on the manner in which such amounts allocated to the Membership
Interests under the Purchase Price Allocation, and any liabilities of RTMAC, are
further allocated among the assets of RTMAC for Federal income Tax purposes and,
failing to reach agreement prior to the Closing, each shall be permitted to
report and allocate such amounts among the assets of RTMAC in their independent
and sole discretion.

         Section 7.11   RTMAC ASSET RANGE. RTMAC and the Sellers agree that
the Aggregate Purchase Price, and any amounts treated as an adjustment to the
Aggregate Purchase Price pursuant to Section 10.08, shall be such amount
necessary to cause the aggregate amount allocated to the assets of RTMAC to be
an amount within the RTMAC Asset Range.


                                  ARTICLE VIII

                              CONDITIONS TO CLOSING

         Section 8.01   CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE
PURCHASE. The respective obligation of each party to this Agreement to effect
the Purchase is subject to the satisfaction or waiver by Triarc and the RTM
Representatives on or prior to the Closing Date of each of the following
conditions:

         (a)    ANTITRUST. The waiting period applicable to the consummation of
the transactions contemplated by this Agreement and the Ancillary Agreements
under the HSR Act shall have expired or been terminated.

         (b)    CONSENTS. All material consents, approvals and other
authorizations of any Governmental Entity required to consummate the Purchase
and the other transactions contemplated by this Agreement and the Ancillary
Agreements (other than the filing of the First Certificate of Merger with the
Secretary of State of the State of Georgia and the Second Certificate of Merger
with the Secretaries of State of the States of Delaware and Georgia pursuant to
the RTMRG Merger Agreement) shall have been obtained.

         (c)    NO INJUNCTIONS OR RESTRAINTS. No Governmental Entity shall have
enacted, issued, promulgated, enforced or entered any Laws or Orders (whether
temporary, preliminary or permanent) that (i) restrain, enjoin or otherwise
prohibit consummation of the transactions contemplated by this Agreement or the
Ancillary Agreements or (ii) could reasonably be expected to have an RTMAC
Material Adverse Effect. No Governmental Entity shall have instituted any
proceeding seeking any such Orders.

<PAGE>
                                       41


         (d)    MERGERS. The Mergers shall be consummated simultaneously with
the Purchase.

         (e)    RTMMC PURCHASE. The RTMMC Purchase shall be consummated
simultaneously with the Purchase.

         Section 8.02   CONDITIONS TO OBLIGATIONS OF TRIARC AND ARG TO EFFECT
THE PURCHASE. The obligations of Triarc and ARG to effect the Purchase are also
subject to the satisfaction or waiver by Triarc (in its sole discretion) on or
prior to the Closing Date of the following conditions:

         (a)    REPRESENTATIONS AND WARRANTIES. Other than the representations
and warranties of the Sellers contained in Section 2.01 (the first sentence
only), Section 2.02, Section 2.03, Section 2.07(c) (the penultimate sentence
only), Section 2.08, Section 3.01 and Section 3.02, the representations and
warranties of the Sellers contained in this Agreement (as such representations
and warranties would read if all limitations or qualifications therein as to
materiality or RTMAC Material Adverse Effect (or similar concept) were deleted
therefrom) shall be true and correct in all respects as of the date of this
Agreement and shall be true and correct in all respects as of the Closing Date
as if made on and as of the Closing Date (except for any representations and
warranties made as of a specific date, the accuracy of which shall be determined
by reference to such specific date), unless the failure or failures of such
representations and warranties to be so true and correct in all respects has not
had and would not reasonably be expected to have, individually or in the
aggregate, an RTMAC Material Adverse Effect. The representations and warranties
of the Sellers contained in Section 2.01 (the first sentence only), Section
2.02, Section 2.03, Section 2.07(c) (the penultimate sentence only), Section
2.08, Section 3.01 and Section 3.02 shall be true and correct in all respects as
of the Closing Date as if made on and as of the Closing Date (except for any
such representations and warranties made as of a specific date, the accuracy of
which shall be determined by reference to such specific date).

         (b)    PERFORMANCE OF OBLIGATIONS. The Sellers shall have performed
in all material respects all obligations required to be performed by them under
this Agreement at or prior to the Closing Date.

         (c)    RTM MATERIAL ADVERSE EFFECT. Since the date of this Agreement,
there shall not have occurred any event, and there shall not exist any condition
or set of circumstances, that has had or could reasonably be expected to have,
individually or in the aggregate, an RTM Material Adverse Effect.

         (d)    CERTIFICATE. Triarc shall have received a certificate signed
by the RTM Representatives, certifying as to the matters set forth in Section
8.02(a), Section 8.02(b) and Section 8.02(c).

         (e)    CONSENTS UNDER AGREEMENTS. The Sellers shall have obtained
the consent, approval, waiver or other authorization of each Person, if any,
listed on Section 8.02(e) of the RTMAC Disclosure Letter.

<PAGE>
                                       42


         (f)    ESCROW AGREEMENT. Triarc shall have received a duly executed
copy of the Escrow Agreement from each of the RTMRG Shareholders, each of the
Sellers, RTMMC, each of the RTMMC Members, each of the RTM Representatives and
the Escrow Agent.

         (g)    RTMAC RELATED PARTY ARRANGEMENTS. Triarc shall have received
reasonably satisfactory evidence of the termination, cancellation and repayment
or settlement in full prior to or in connection with the Closing of each RTMAC
Related Party Arrangement, including the repayment of any Indebtedness or
obligation owed by an RTM Related Entity or a shareholder, member, officer or
director of an RTM Party or any of its Subsidiaries to RTMAC (other than as set
forth in Section 8.02(g) of the RTMAC Disclosure Letter).

         (h)    CERTAIN OFFICER RESIGNATIONS. Each of the officers of RTMAC
listed in Section 9.02(k) of the Triarc Disclosure Letter shall have tendered
his resignation, effective as of the Closing, without any Liability after the
Closing to RTMAC, Triarc or any of its Affiliates (other than rights under this
Agreement, the RTMRG Merger Agreement or the RTMMC Purchase Agreement and to the
extent included in current liabilities in RTM Estimated Net Liabilities or RTM
Closing Net Liabilities, unpaid salary and bonus and unreimbursed reasonable
business expenses incurred in the ordinary course of business consistent with
past practice).

         (i)    RTMMC AND RTMAC PURCHASE. The Aggregate Purchase Price, and
any amounts treated as an adjustment to the Aggregate Purchase Price pursuant to
Section 10.08, shall not cause the aggregate amount allocated to the assets of
RTMAC to be other than an amount within the RTMAC Asset Range, and the sum of
the RTMMC Aggregate Purchase Price, and any amounts treated as an adjustment to
the RTMMC Aggregate Purchase Price pursuant to Section 10.08 of the RTMMC
Purchase Agreement, and the RTMMC Assumed Liabilities will not be other than an
amount within the RTMMC Asset Range (the "ALLOCATION REQUIREMENT").

         Section 8.03   CONDITIONS TO OBLIGATIONS OF THE SELLERS TO EFFECT
THE PURCHASE. The obligations of the Sellers to effect the Purchase are also
subject to the satisfaction or waiver by the RTM Representatives (in their sole
discretion) on or prior to the Closing Date of the following conditions:

         (a)    REPRESENTATIONS AND WARRANTIES. Other than the representations
of Triarc contained in Section 4.01 (the first sentence only) and Section 4.02,
the representations and warranties of Triarc and ARG contained in this Agreement
(as such representations and warranties would read if all limitations or
qualifications therein as to materiality or material adverse effect (or similar
concept) were deleted therefrom) shall be true and correct in all respects as of
the date of this Agreement and shall be true and correct in all respects as of
the Closing Date as if made on and as of the Closing Date (except for any such
representations and warranties made as of a specific date, the accuracy of which
shall be determined by reference to such specific date), unless the failure or
failures to be so true and correct in all respects has not had and would not
reasonably be expected to have, individually or in the aggregate, a Triarc
Material

<PAGE>
                                       43


Adverse Effect. The representations and warranties of Triarc contained in
Section 4.01 (the first sentence only) and Section 4.02 shall be true and
correct in all respects as of the Closing Date as if made on and as of the
Closing Date (except for any such representations and warranties made as of a
specific date, the accuracy of which shall be determined by reference to such
specific date).

         (b)    PERFORMANCE OF OBLIGATIONS. Triarc and ARG shall have performed
in all material respects all obligations required to be performed by them under
this Agreement at or prior to the Closing Date.

         (c)    OFFICER'S CERTIFICATE. The Sellers shall have received a
certificate, signed on behalf of Triarc by the chief executive officer or chief
financial officer of Triarc, certifying as to the matters set forth in Section
8.03(a) and Section 8.03(b).

         (d)    CONSENTS UNDER AGREEMENTS. Triarc shall have obtained the
consent, approval, waiver or other authorization of each Person, if any, listed
on Section 9.03(e) of the Triarc Disclosure Letter.

         (e)    ESCROW AGREEMENT. The Sellers shall have received a duly
executed copy of the Escrow Agreement from each of Triarc, ARG and the Escrow
Agent. Section 8.04 FRUSTRATION OF CLOSING CONDITIONS. None of the parties to
this Agreement may rely on the failure of any condition set forth in this
Article VIII to be satisfied if such failure was caused by such party's failure
to use commercially reasonable efforts to consummate the Purchase and the other
transactions contemplated by this Agreement and the Ancillary Agreements.


                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

         Section 9.01   GROUNDS FOR TERMINATION.  This Agreement may be
terminated at any time prior to the Closing:

         (a)    by mutual written consent of Triarc and the RTM Representatives;

         (b)    by either Triarc or the RTM Representatives:

                (i)     if the Purchase has not been consummated by November
15, 2005, except that the right to terminate this Agreement under this clause
(b)(i) shall not be available to any party to this Agreement whose failure to
fulfill any of its obligations has been a principal cause of, or resulted in,
the failure to consummate the Purchase by such date;

                (ii)    if any Law prohibits consummation of the Mergers, the
Purchase or the RTMMC Purchase; or

<PAGE>
                                       44


                (iii)   if any Order restrains, enjoins or otherwise prohibits
consummation of the Mergers, the Purchase or the RTMMC Purchase, and such Order
has become final and nonappealable;

         (c)    by Triarc, if the Sellers breach any of their representations,
warranties, covenants or agreements contained in this Agreement, which breach
(i) would give rise to the failure of a condition set forth in Section 8.02(a),
Section 8.02(b) or Section 8.02(c) and (ii) has not been cured by the Sellers
within 20 Business Days after the RTM Representatives' receipt of written notice
of such breach from Triarc; or

         (d)    by the RTM Representatives, if either Triarc or ARG breaches
any of its representations, warranties, covenants or agreements contained in
this Agreement, which breach (i) would give rise to the failure of a condition
set forth in Section 8.03(a) or Section 8.03(b) and (ii) has not been cured by
Triarc or ARG within 20 Business Days after Triarc's receipt of written notice
of such breach from the RTM Representatives.

         Section 9.02   EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 9.01, it shall become void and of no further force and
effect, with no Liability on the part of any party to this Agreement (or any
stockholder, member, director, officer, employee, agent or representative of
such party), except that if such termination results from the willful (a)
failure of any party to perform its obligations or (b) breach by any party of
its representations or warranties contained in this Agreement, then such party
shall be fully liable for any Liabilities incurred or suffered by the other
parties as a result of such failure or breach. The provisions of this Section
9.02 and Article XI shall survive any termination of this Agreement.

         Section 9.03   AMENDMENT. This Agreement may be amended by the parties
to this Agreement at any time. This Agreement may not be amended except by an
instrument in writing signed by each of Triarc, ARG and the RTM Representatives
on behalf of the Sellers.

         Section 9.04   EXTENSION; WAIVER. Triarc and ARG, on the one hand, and
the RTM Representatives on behalf of the Sellers, on the other hand, may (a)
extend the time for the performance of any of the obligations of the other
party, (b) waive any inaccuracies in the representations and warranties of the
other party contained in this Agreement or in any document delivered under this
Agreement or (c) subject to applicable Laws, waive compliance with any of the
covenants or conditions contained in this Agreement. Any agreement on the part
of a party to any extension or waiver shall be valid only if set forth in an
instrument in writing signed by such party (or, in the case of the Sellers, the
RTM Representatives). The failure of any part to assert any of its rights under
this Agreement or otherwise shall not constitute a waiver of such rights.



<PAGE>
                                       45


                                   ARTICLE X

                          SURVIVAL; INDEMNIFICATION

         Section 10.01  SURVIVAL. The express representations and warranties of
each party set forth in this Agreement constitute the sole and exclusive
obligation or duty of such party to the other party with respect to the
disclosure of material facts relating to the transactions contemplated by this
Agreement, and each of the parties, in deciding whether to enter into this
Agreement and to consummate the transactions contemplated hereby, is not relying
on any general obligation to disclose imposed by applicable Laws. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery of this Agreement and the Closing. All representations
and warranties contained in this Agreement shall terminate and expire 18 months
after the Closing Date; PROVIDED, HOWEVER, that Claims asserted in good faith
with reasonable specificity (to the extent known at such time) and in writing by
notice from either party to the breaching party prior to such date shall not
thereafter be barred by the expiration of the relevant representation or
warranty to the extent that it relates to such Claims; PROVIDED, FURTHER, that
the representations and warranties contained in (a) Section 2.16 shall terminate
and expire three years after the Closing Date; (b) Section 2.01 (first sentence
only), Section 2.02, Section 2.03, Section 2.27, Section 3.01, Section 3.02,
Section 4.01, Section 4.02 and Section 4.05, shall survive without limitation;
and (c) Section 2.13 and Section 2.14 shall terminate and expire on the date
which is 90 days after the date upon which the Liability to which any claim
based upon, arising out of or otherwise in respect of any inaccuracy or breach
of any such representation or warranty may relate is barred by all applicable
statutes of limitations (including all periods of extension, whether automatic
or permissive). Except as otherwise expressly provided in this Agreement, the
covenants and agreements contained in this Agreement shall survive the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.

         Section 10.02  OBLIGATION OF ARG TO INDEMNIFY. Subject to the
limitations contained in this Article X, from and after the Closing, ARG (but
not Triarc) agrees to indemnify, defend and hold harmless each Seller and its
Representatives, successors and assigns (collectively, the "SELLER INDEMNIFIED
PARTIES") from and against all Losses based upon or arising from:

         (a)    any breach of or inaccuracy in any representation or warranty
of Triarc or ARG contained in this Agreement or in the certificate delivered by
Triarc pursuant to Section 8.03(c), as of the date such representation or
warranty was made or as if such representation or warranty were made on and as
of the Closing Date (except for representations and warranties that expressly
relate to a specified date, the breach of or inaccuracy in which will be
determined with reference to such specified date);

         (b)    any breach of any covenant or agreement of Triarc or ARG
contained in this Agreement; or

<PAGE>
                                       46


         (c)    enforcing the indemnification provided for in this Section
10.02, but only if a court of competent jurisdiction determines in a final,
nonappealable judgment that such Seller Indemnified Party is entitled to
indemnification under Section 10.02(a) or Section 10.02(b), as applicable.

         Section 10.03  MATTERS PERTAINING TO INDEMNIFICATION BY ARG. The
indemnification provided for in Section 10.02 shall be subject to the following
limitations:

         (a)    ARG shall not be obligated to pay any amounts in respect of
indemnification obligations under Section 10.02(a), except those based upon or
arising from Section 4.01 (first sentence only), Section 4.02 or Section 4.05
(the "ARG BASKET EXCLUSIONS"), until the aggregate amounts for indemnification
in respect of indemnification obligations under (i) such Section, except those
based upon or arising from the ARG Basket Exclusions, and (ii) Section 10.02(a)
of the RTMMC Purchase Agreement, except those based upon or arising from the ARG
Basket Exclusions (as defined therein), equals $4 million (the "ARG BASKET
AMOUNT"), after which ARG shall be obligated to pay in full all such amounts for
such indemnification in excess of the ARG Basket Amount. ARG shall not be
obligated to pay any amounts for indemnification under Section 10.02(a), except
those based upon or arising from the ARG Basket Exclusions, for any particular
Loss unless the amount of such Loss (together with the amount of all other
similar or related Losses under this Agreement and the RTMMC Purchase Agreement
involving the same or related conduct, facts, circumstances or events) exceeds
$75,000; for the avoidance of doubt, any amounts for indemnification that ARG is
not obligated to pay pursuant to this sentence shall not be included in
computing whether the ARG Basket Amount shall have been exceeded.

         (b)    ARG shall be obligated to pay any amounts for indemnification
based on the ARG Basket Exclusions without regard to the individual or aggregate
amounts thereof and without regard to whether all other indemnification payments
shall have exceeded, in the aggregate, the ARG Basket Amount.

         (c)    The maximum amount of indemnification payments under Section
10.02(a) of this Agreement and Section 10.02(a) of the RTMMC Purchase Agreement
to which the Seller Indemnified Parties shall be entitled to receive (other than
indemnification in connection with any of the ARG Basket Exclusions) shall not
exceed in the aggregate an amount equal to $40 million. ARG shall not be liable
for indemnification under this Agreement or the RTMMC Purchase Agreement in an
aggregate amount in excess of the sum of the Aggregate Merger Consideration, the
RTMMC Purchase Price and the Aggregate Purchase Price.

         (d)    For purposes of determining whether a representation, warranty,
covenant or agreement has been breached or is inaccurate, limitations or
qualifications as to dollar amount, materiality, Triarc Material Adverse Effect
or ARG Material Adverse Effect (or similar concept) set forth in such
representation, warranty, covenant or agreement shall not be disregarded, but if
a breach or inaccuracy is so determined, then the amount of any Loss determined
arising from such breach or inaccuracy of such

<PAGE>
                                       47


representation, warranty, covenant or agreement shall be determined without
regard to any limitation or qualification as to dollar amount, materiality,
Triarc Material Adverse Effect or ARG Material Adverse Effect (or similar
concept) set forth in such representation, warranty, covenant or agreement.

         (e)    Indemnification of a Seller Indemnified Party by ARG shall be
limited to the amount of any Loss that remains after deducting therefrom (and
the cumulative amount of all Losses for purposes of determining the ARG Basket
Amount shall be reduced by the amount of) any insurance proceeds or any
indemnity, contribution or other similar payment actually recovered (net of
out-of-pocket costs incurred in connection with such recovery) by a Seller
Indemnified Party from any insurer or third party with respect thereto;
PROVIDED, that no Seller Indemnified Party shall be obligated to seek any such
recovery.

         (f)    To the extent that a Seller Indemnified Party has recovered all
or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such Seller Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement.

         (g)    In no event shall any Seller Indemnified Party be entitled to
be indemnified for or make a claim against ARG for (i) lost profits or other
consequential, incidental, special or punitive damages resulting hereunder
(other than such damages payable to a Governmental Entity or other Person in
respect of a third party claim as to which such damages were assessed) or (ii)
any Losses based upon or arising from any Legal Action threatened or commenced
against Triarc or any of its Subsidiaries or any of their respective directors,
officers, Affiliates, employees, Representatives, successors or assigns by any
shareholder of Triarc relating to the transactions contemplated by this
Agreement or any of the Ancillary Agreements.

         Section 10.04  OBLIGATION OF THE SELLERS TO INDEMNIFY.

         (a)    Subject to the limitations contained in this Article X, from
and after the Closing, each Seller agrees to jointly and severally indemnify,
defend and hold harmless Triarc and its Subsidiaries and their respective
directors, officers, control persons (but only to the extent such control
persons have liability under any federal or state securities law), employees,
Representatives, successors and assigns (collectively, the "TRIARC INDEMNIFIED
PARTIES") from and against all Losses based upon or arising from:

                (i)   any breach of or inaccuracy in any representation or
warranty of the Sellers contained in Article II (other than any representation
or warranty contained in Section 2.13, any breach of or inaccuracy in which is
addressed in Article VII) or in the certificate delivered by the RTM
Representatives pursuant to Section 8.02(d) in respect of such representations
and warranties, as of the date such representation or warranty was made or as if
such representation or warranty were made on and as of the Closing Date (except
for representations and warranties that expressly relate to a specified date,
the breach of or inaccuracy in which will be determined with reference to such
specified date);

<PAGE>
                                       48


                (ii)    any breach of any covenant or agreement of the Sellers
contained in this Agreement (other than any covenant or agreement contained in
Section 5.01(p) or Article VII, any breach of which is addressed in Article
VII);

                (iii)   except for the Indebtedness set forth in Section 7.16
of the RTMRG Disclosure Letter, any Liability of RTMAC or any of its
Subsidiaries arising out of or relating to (i) any RTMAC Related Party
Arrangement or (ii) the business, operations, properties or assets of any RTM
Related Entity, including any guaranties, leases or subleases by RTMAC or any of
its Subsidiaries of real property currently or formerly used as a Mrs. Winners
or Lees restaurant and not currently used in the Business;

                (iv)    any Legal Action (other than in respect of Dissenting
Shares under Article 13 of the GBCC) threatened or commenced by an RTMRG
Shareholder, an RTMMC Member or a Seller relating to the transactions
contemplated by this Agreement, the RTMMC Purchase Agreement or the RTMRG Merger
Agreement (other than any such Legal Action threatened or commenced by any party
to such agreement to enforce against Triarc or any of its direct or indirect
Subsidiaries, as applicable, the terms of this Agreement, the RTMRG Merger
Agreement, the RTMMC Purchase Agreement or agreements contemplated hereby or
thereby); or

                (v)     enforcing the indemnification provided for in this
Section 10.04(a), but only if a court of competent jurisdiction determines in a
final, nonappealable judgment that such Triarc Indemnified Party is entitled to
indemnification under Section 10.04(a)(i), Section 10.04(a)(ii), Section
10.04(a)(iii) or Section 10.04(a)(iv), as applicable.

         (b)    Subject to the limitations contained in this Article X, from
and after the Closing, each Seller agrees to jointly and severally (to the
extent of the RTM Escrow Fund) and thereafter severally and not jointly,
indemnify, defend and hold harmless the Triarc Indemnified Parties from and
against all Losses based upon or arising from:

                (i)     any breach of or inaccuracy in any representation or
warranty of such Seller contained in Article III or in the certificate delivered
by the RTM Representatives pursuant to Section 8.02(d) in respect of such
representations and warranties, as of the date such representation or warranty
was made or as if such representation or warranty were made on and as of the
Closing Date (except for representations and warranties that expressly relate to
a specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date); or

                (ii)    enforcing the indemnification provided for in this
Section 10.04, but only if a court of competent jurisdiction determines in a
final, nonappealable judgment that such Triarc Indemnified Party is entitled to
indemnification under Section 10.04(b)(i).

<PAGE>
                                       49


         Section 10.05  MATTERS PERTAINING TO INDEMNIFICATION BY THE SELLERS.
The indemnification provided for in Section 10.04 shall be subject to the
following limitations:

         (a)    The Sellers shall not be obligated to pay any amounts in respect
of indemnification obligations under Section 10.04(a)(i) or Section 10.04(b)(i),
except those based upon or arising from Section 2.01 (first sentence only),
Section 2.02, Section 2.03, Section 2.07(c) (the second sentence only), Section
2.14, Section 2.27, Section 3.01 or Section 3.02 (the "RTMAC BASKET
EXCLUSIONS"), until the aggregate amounts for indemnification in respect of
indemnification obligations under (i) Section 10.04(a)(i) or Section
10.04(b)(i), except those based upon or arising from the RTMAC Basket
Exclusions, (ii) Section 11.04(a) of the RTMRG Merger Agreement, except those
based upon or arising from the RTMRG Basket Exclusions, and (iii) Section
10.04(a)(i) and Section 10.04(b)(i) of the RTMMC Purchase Agreement, except
those based upon or arising from the RTMMC Basket Exclusions, equals $5 million
(the "RTM BASKET AMOUNT"), after which the Sellers shall be obligated to pay in
full all such amounts for such indemnification in excess of the RTM Basket
Amount. The Sellers shall not be obligated to pay any amounts in respect of
indemnification obligations under Section 10.04(a)(i) and Section 10.04(b)(i),
except those based upon or arising from the RTMAC Basket Exclusions, for any
particular Loss unless the amount of such Loss (together with the amount of all
other Losses under this Agreement, the RTMRG Merger Agreement and the RTMMC
Purchase Agreement involving the same or related conduct, facts, circumstances
or events) exceeds $50,000 (or $75,000 in the case of any Loss (or Losses
involving the same or related conduct, facts, circumstances or events) based
upon or arising from breaches of or inaccuracies in the representations and
warranties contained in Section 5.16); for the avoidance of doubt, any amounts
for indemnification that the Sellers are not obligated to pay pursuant to this
sentence shall not be included in computing the RTM Basket Amount.

         (b)    The Sellers shall be obligated to pay any amounts for
indemnification based on the RTMAC Basket Exclusions without regard to the
individual or aggregate amounts thereof and without regard to whether all other
indemnification payments shall have exceeded, in the aggregate, the RTM Basket
Amount.

         (c)    The maximum amount of indemnification payments under Section
10.04(a)(i) and Section 10.04(b)(i) of this Agreement, Section 11.04(a) of the
RTMRG Merger Agreement and Section 10.04(a)(i) and Section 10.04(b)(i) of the
RTMMC Purchase Agreement to which the Triarc Indemnified Parties shall be
entitled to receive (other than indemnification in connection with any of the
RTMAC Basket Exclusions, the RTMRG Basket Exclusions and the RTMMC Basket
Exclusions) shall not exceed in the aggregate an amount equal to $40 million. No
Seller will be liable for indemnification under this Agreement (whether pursuant
to Article VII or this Article X), including in this calculation such Seller's
pro rata share of indemnification (but not purchase price adjustment) payments
made from the RTM Escrow Fund in an amount in excess of the sum of (x) 100% of
the sum of (i) the Per Share Merger Consideration received by, and to the extent
the following reduces dollar for dollar the amount of Per Share Merger
Consideration otherwise payable, the RTMRG Shareholders Obligations

<PAGE>
                                       50


Amount as of immediately prior to the Closing owed by, such Seller, (ii) the
portion of the Aggregate Purchase Price received by such Seller and (iii) a pro
rata portion of the RTMMC Aggregate Purchase Price based on such Seller's
percentage interest in RTMMC immediately prior to the Closing, PLUS (y) if such
Seller is an RTMRG Principal Shareholder, a pro rata portion of 12.9% of the
Aggregate Merger Consideration, such portion to be based on the number of shares
of RTMRG Common Stock held by such RTMRG Principal Shareholder relative to the
total number of shares of RTMRG Common Stock held by all RTMRG Principal
Shareholders immediately prior to the First Effective Time, MINUS (z) an amount
equal to any indemnification claims paid by such Seller under or in respect of
the RTMRG Merger Agreement or the RTMMC Purchase Agreement.

         (d)    In seeking indemnification hereunder, the Triarc Indemnified
Parties shall first exercise their remedies with respect to the RTM Escrow Fund
pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted
in full, with respect to the Sellers (individually or jointly) directly pursuant
to this Agreement.

         (e)    For purposes of determining whether a representation, warranty,
covenant or agreement has been breached or is inaccurate, limitations or
qualifications as to dollar amount, materiality or RTMAC Material Adverse Effect
(or similar concept) set forth in such representation, warranty, covenant or
agreement shall not be disregarded, but if a breach or inaccuracy is so
determined, then the amount of any Loss arising from such breach or inaccuracy
of such representation, warranty, covenant and agreement shall be determined
without regard to any limitation or qualification as to dollar amount,
materiality or RTMAC Material Adverse Effect (or similar concept) set forth in
such representation, warranty, covenant and agreement.

         (f)    Indemnification of a Triarc Indemnified Party by the Sellers
shall be limited to the amount of any Loss that remains after deducting
therefrom (and the cumulative amount of all Losses for purposes of determining
the RTM Basket Amount shall be reduced by the amount of) any insurance proceeds
or any indemnity, contribution or other similar payment actually recovered (net
of out-of-pocket costs incurred in connection with such recovery) by a Triarc
Indemnified Party from any insurer or third party with respect thereto;
PROVIDED, that no Triarc Indemnified Party shall be obligated to seek any such
recovery.

         (g)    To the extent that a Triarc Indemnified Party has recovered all
or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such Triarc Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement, the RTMRG Merger Agreement or the RTMMC Purchase Agreement. Without
limiting the generality of the foregoing, to the extent any Losses were taken
into account and had the effect of increasing the RTM Estimated Net Liabilities
or RTM Closing Net Liabilities determined pursuant to Section 2.08 of the RTMRG
Merger Agreement and Section 2.09 of the RTMRG Merger Agreement, respectively,
the amount by which such Losses resulted in an increase of the RTM Estimated Net
Liabilities or RTM Closing Net Liabilities, as the

<PAGE>
                                       51


case may be, shall reduce on a dollar-for-dollar basis the amount of such Loss
for which the Triarc Indemnified Parties are entitled to indemnification under
Section 10.04.

         (h)    In no event shall any Triarc Indemnified Party be entitled to
be indemnified for or make a claim against the Sellers for lost profits or other
consequential, incidental, special or punitive damages resulting hereunder
(other than such damages payable to a Governmental Entity or other Person in
respect of a third party claim as to which such damages were assessed).

         Section 10.06  PROCEDURE FOR INDEMNIFICATION. The party making a claim
under this Article X is referred to as the "INDEMNIFIED PARTY" and the party
against whom such claims are asserted under this Article X is referred to as the
"INDEMNIFYING PARTY." If the Indemnifying Party is a Seller, the RTM
Representatives shall exercise, in accordance with Section 11.17, all rights of
such Seller as an Indemnifying Party in this Section 10.06, and for procedural
purposes only all references to the Indemnifying Party in this Section 10.06
shall be deemed to refer to the RTM Representatives. All claims by any
Indemnified Party under this Article X shall be asserted and resolved as
follows:

         (a)    NOTICE OF ASSERTED LIABILITY. Promptly after receipt by the
Indemnified Party of notice of the commencement of any action or proceeding, the
assertion of any claim by a third party, the imposition of any penalty or
assessment or a claim not involving a third party for which the Indemnified
Party seeks to be indemnified that may result in a Loss (each, an "ASSERTED
LIABILITY"), the Indemnified Party shall give written notice of such Asserted
Liability (the "CLAIMS NOTICE") to the Indemnifying Party. The failure to give
such prompt written notice shall not, however, relieve the Indemnifying Party of
its indemnification obligations, except and only to the extent that the
Indemnifying Party forfeits rights or defenses by reason of such failure or
actually incurs an incremental out-of-pocket expense by reason of such failure.
The Claims Notice shall describe the Asserted Liability in reasonable detail,
including (i) the representation, warranty, covenant or agreement that is
alleged to have been inaccurate or to have been breached, (ii) the basis for
such allegation, including the provision of supporting documentation and (iii)
if known, the aggregate amount of the Losses for which a claim is being made
under this Article X or, to the extent that such Losses are not known or have
not been incurred at the time such claim is made, an estimate, to be prepared in
good faith and accompanied by supporting documentation, of the aggregate
potential amount of such Losses.

         (b)    NON-THIRD PARTY CLAIMS. If the Claims Notice from the
Indemnified Party pertains to an Asserted Liability other than a claim or demand
from a third party, then the Indemnifying Party shall have 30 days following
receipt of the Claims Notice to make such investigation at the expense of the
Indemnifying Party of the Asserted Liability as the Indemnifying Party deems
necessary or desirable. For the purposes of such investigation, the Indemnified
Party agrees to make available to the Indemnifying Party the information relied
upon by the Indemnified Party to substantiate the Asserted Liability and such
other information in its possession that the Indemnifying Party may reasonably
request for purposes of such investigation. If the Indemnified Party and the
Indemnifying Party agree at or prior to the expiration of said 30 day period (or

<PAGE>
                                       52


any mutually agreed upon extension thereof) on the validity and amount of such
Asserted Liability, the Indemnifying Party shall promptly pay to the Indemnified
Party the full amount of the claim by wire transfer of immediately available
funds to an account designated by the Indemnified Party. If the Indemnified
Party and the Indemnifying Party do not agree at or prior to the expiration of
said 30 day period (as such period may be extended by mutual agreement) on the
validity and amount of such Asserted Liability, then each of the Indemnified
Party and the Indemnifying Party may pursue the remedies available under this
Agreement.

         (c)    OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS.

                (i)     If the Claims Notice pertains to an Asserted Liability
that relates to a claim or demand from a third party, the Indemnifying Party may
elect to compromise or defend, at its own expense and by its own counsel, such
Asserted Liability; PROVIDED, that if the Indemnifying Party is a Seller, such
Indemnifying Party shall not have the right to defend or direct the defense of
any such Asserted Liability that is asserted directly or indirectly by or on
behalf of a Person that is a current or prospective supplier or franchisee of
Triarc or any of its Subsidiaries if in the reasonable judgment of the
Indemnified Party (which may be asserted at any time) the Indemnifying Party's
defense of such Asserted Liability could reasonably be expected to have a
material adverse effect on the Indemnified Party's existing or prospective
relationship with such current or prospective supplier or franchisee.

                (ii)    If the Indemnifying Party elects to compromise or defend
such Asserted Liability, it shall promptly notify the Indemnified Party and any
other Indemnifying Parties in writing of its intent to do so, and the
Indemnified Party, at the expense of the applicable Indemnifying Party or
Indemnifying Parties, shall cooperate in the compromise of, or defense against,
such Asserted Liability.

                (iii)   If the Indemnifying Party elects not to compromise or
defend such Asserted Liability, fails to promptly notify the Indemnified Party
in writing of its election as provided in this Agreement, or otherwise abandons
the defense of such Asserted Liability, the Indemnified Party may pay,
compromise or defend such Asserted Liability and seek indemnification for any
and all Losses based upon, arising from or relating to such Asserted Liability.
Notwithstanding the foregoing, neither the Indemnifying Party nor the
Indemnified Party shall settle or compromise any Asserted Liability without the
prior written consent of the other (which consent shall not be unreasonably
withheld, conditioned or delayed);

                (iv)    The Indemnified Party shall have the right to
participate in the defense of any Asserted Liability with counsel selected by it
and reasonably satisfactory to the Indemnifying Party subject to the
Indemnifying Party's right to control the defense. The fees and disbursements of
such counsel shall be at the expense of the Indemnified Party; PROVIDED, that if
in the reasonable opinion of counsel to the Indemnified Party, (I) there are
legal defenses available to an Indemnified Party that are different from or
additional to those available to the Indemnifying Party or (II) there exists a
conflict of interest between the Indemnifying Party and the Indemnified Party

<PAGE>
                                       53


that cannot be waived, the Indemnifying Party shall be liable for the reasonable
legal fees and expenses of one separate counsel to all of the applicable
Indemnified Parties (in addition to one local counsel in each jurisdiction that
may be necessary or appropriate; PROVIDED, that the Indemnified Parties shall
use commercially reasonable efforts (to the extent the Indemnified Parties
reasonably believe it appropriate to do so) to minimize the need for local
counsel. If the Indemnifying Party chooses to defend any Asserted Liability, the
Indemnified Party shall make available to the Indemnifying Party any personnel,
books, records or other documents within its control that are necessary or
appropriate for such defense.

                (v)     The rights of the Sellers under this Section 10.06(c)
with respect to any Asserted Liability for which all of the Sellers are
Indemnifying Parties may be exercised solely by the RTM Representatives and, if
the RTM Representatives elect to defend such Asserted Liability, the RTM
Representatives shall have sole and exclusive control over such defense as
between the Sellers.

                (vi)    Notwithstanding any other provision of this Agreement,
the provisions of this Section 10.06(c) shall not apply to any Asserted
Liability for Taxes.

         Section 10.07  SOLE AND EXCLUSIVE REMEDY. Except as otherwise provided
in Section 11.14, from and after the Closing, the remedies provided in Article
VII and this Article X and the Escrow Agreement shall be the sole recourse of
all parties hereto for all Losses based upon, arising from or relating to any
breach of any representation, warranty or covenant contained in this Agreement
or in any certificate delivered pursuant to Section 8.02(d) or Section 8.03(c);
PROVIDED, that the remedies provided in Article VII shall be the sole remedy of
the Triarc Indemnified Parties for all Tax Losses. Nothing in this Section 10.07
shall limit any Person's right to seek and obtain any equitable relief to which
any Person shall be entitled or to seek any remedy on account of any Person's
fraud.

         Section 10.08  MISCELLANEOUS. It is the intention of the parties to
treat any indemnity payment made under this Agreement with respect to the
Purchase as an adjustment to the Aggregate Purchase Price for all federal,
state, local and foreign Tax purposes and the parties agree to file their Tax
Returns accordingly, except as otherwise required by a change in law or a good
faith resolution of a contest.


                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01  DEFINITIONS.  The following terms, as used herein, have
the following meanings:

         "ACCOUNTS RECEIVABLE" means, with respect to any Person, all rights of
such Person to payment for goods or services provided by such Person.

<PAGE>
                                       54


         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control
with, such first Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by Contract or otherwise.

         "AGGREGATE MERGER CONSIDERATION" has the meaning set forth in the RTMRG
Merger Agreement.

         "AGGREGATE PURCHASE PRICE" has the meaning set forth in Section 1.01.

         "AGREEMENT" has the meaning set forth in the preamble.

         "ALLOCATION REQUIREMENT" has the meaning set forth in Section 8.02(i).

         "ANCILLARY AGREEMENTS" means the Atlanta Office Leases, the Certificate
of Designation, the Corporate Services Agreement, the Escrow Agreement, the
Management Services Agreement, the Registration Rights Agreement, the RTMMC
Purchase Agreement, the RTMRG Merger Agreement, the Trademark License Agreement
and the Transaction Support Agreement.

         "ARG" has the meaning set forth in the preamble.

         "ARG BASKET AMOUNT" has the meaning set forth in Section 10.03(a).

         "ARG BASKET EXCLUSIONS" has the meaning set forth in Section 10.03(a).

         "ARG MATERIAL ADVERSE EFFECT" has the meaning set forth in the RTMRG
Merger Agreement.

         "ASSERTED LIABILITY" has the meaning set forth in Section 10.06(a).

         "ATLANTA OFFICE LEASES" has the meaning set forth in the RTMMC Purchase
Agreement.

         "BUSINESS" means the business and operations of RTMAC in respect of the
"Arby's" restaurant franchise and not in respect of the "Mrs. Winner's" or
"Lee's" restaurant franchises.

         "BUSINESS DAY" means any day, other than Saturday, Sunday or a day on
which banks in New York City are permitted or required by Law to be closed, and
shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern
time.

         "CERTIFICATE OF DESIGNATION" has the meaning set forth in the RTMRG
Merger Agreement.

<PAGE>
                                       55


         "CLAIMS NOTICE" has the meaning set forth in Section 10.06(a).

         "CLOSING" has the meaning set forth in Section 1.02.

         "CLOSING DATE" has the meaning set forth in Section 1.02.

         "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "CONFIDENTIALITY AGREEMENTS" has the meaning set forth in Section
6.01(b).

         "CONTEST" has the meaning set forth in Section 7.03(a).

         "CONTRACTS" means any written or oral contracts, agreements, licenses,
notes, bonds, mortgages, indentures, commitments, leases or other instruments or
other legally binding obligations.

         "CORPORATE SERVICES AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "D&O INDEMNIFIED PARTIES" has the meaning set forth in Section 6.09(a).

         "DEBT FINANCING" has the meaning set forth in the RTMRG Merger
Agreement.

         "DEBT REFINANCINGS" has the meaning set forth in the RTMRG Merger
Agreement.

         "DISSENTING SHARES" has the meaning set forth in the RTMRG Merger
Agreement.

         "DOL" means the United States Department of Labor.

         "ENVIRONMENTAL LAWS" shall mean federal, state, local and foreign laws,
principles of common laws, civil laws, regulations and codes, as well as orders,
decrees, judgments or injunctions, issued, promulgated, approved or entered
thereunder relating to pollution, protection of the environment or public or
employee health and safety, in each case as in effect on or prior to the date
hereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ESCROW AGENT" has the meaning set forth in the RTMRG Merger Agreement.

<PAGE>
                                       56


         "ESCROW AGREEMENT" has the meaning set forth in the recitals.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "EXCLUDED ASSET DISPOSITION" has the meaning set forth in the RTMRG
Merger Agreement.

         "EXPENSE FUND" has the meaning set forth in the RTMRG Merger Agreement.

         "EXPENSES" has the meaning set forth in Section 11.03(a).

         "FIRST CERTIFICATE OF MERGER" has the meaning set forth in the RTMRG
Merger Agreement.

         "FIRST EFFECTIVE TIME" has the meaning set forth in the RTMRG Merger
Agreement.

         "FIRST MERGER" has the meaning set forth in the recitals.

         "GAAP" means United States generally accepted accounting principles.

         "GBCC" has the meaning set forth in the RTMRG Merger Agreement.

         "GOVERNMENTAL ENTITY" means any international, national, federal,
state, provincial or local governmental, regulatory or administrative authority,
agency, commission, court, tribunal, arbitral body or self-regulated entity,
whether domestic or foreign.

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.

         "IMMEDIATE FAMILY MEMBER" means, with respect to any natural person,
(a) such person's spouse, parents, grandparents, children, grandchildren and
siblings, (b) such person's former spouses and current spouses of such person's
children, grandchildren and siblings and (c) estates, trusts, partnerships and
other entities of which substantially all of the interest is held directly or
indirectly by the foregoing.

         "INDEBTEDNESS" has the meaning set forth in the RTMRG Merger Agreement.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 10.06.

         "INDEMNIFYING PARTY" has the meaning set forth in Section 10.06.

         "INDEPENDENT ACCOUNTANTS" has the meaning set forth in the RTMRG Merger
Agreement.

<PAGE>
                                       57


         "INVENTORY" means all merchantable inventory of food, beverages and
other consumables, paper and supplies, as well as new uniforms and promotional
items located or otherwise used at the Restaurants at the close of business on
the Closing.

         "INVESTMENTS" has the meaning set forth in Section 2.04.

         "IRS" means the United States Internal Revenue Service.

         "KNOWLEDGE" means the knowledge of each respective Seller and of
Michael Abt, Jerry Ardizzone, Sharron L. Barton, Susan Bauer, Daniel Collins,
Dennis E. Cooper, Thomas A. Garrett, Michael Lippert, David Pipes, Robert
Rogers, Melissa Strait, John Todd, Russell V. Umphenour, Jr. and J. Russell
Welch, after due inquiry.

         "LAWS" means any domestic or foreign laws, statutes, ordinances, rules,
regulations, codes or executive orders executed, issued, adopted, promulgated or
applied by any Governmental Entity which, for the avoidance of doubt, shall
include the rules and regulations of any national securities exchange.

         "LEGAL ACTIONS" means any legal actions, claims, demands, arbitrations,
hearings, charges, complaints, investigations, examinations, indictments,
litigations, suits or other civil, criminal, administrative or investigative
proceedings, at law, in equity or otherwise, by or before any Governmental
Entity.

         "LIABILITIES" means all liabilities, whether accrued contingent,
absolute, inchoate or otherwise.

         "LIENS" means any liens, pledges, security interests, claims,
encumbrances, options, rights of first refusal or offer, mortgages, deeds of
trust, easements, restrictive covenants, encroachments or other survey defects
or any other restriction or third party right, including restrictions on the
right to vote equity interests.

         "LOSSES" means any and all losses, Liabilities, judgments, damages,
deficiencies, awards, fines, penalties, Taxes, diminutions in value, expenses,
fees, costs, or amounts paid in settlement (including interest and reasonable
costs or expenses (including reasonable attorneys' fees and costs)), arising out
of any incident, event, circumstance or proceeding asserted or initiated or
otherwise occurring or existing in respect of any matter.

         "MANAGEMENT SERVICES AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "MEMBERSHIP INTERESTS" has the meaning set forth in the recitals.

         "MERGER SUB CORP." has the meaning set forth in the recitals.

         "MERGER SUB LLC" has the meaning set forth in the recitals.

         "MERGERS" has the meaning set forth in the recitals.


<PAGE>
                                       58


         "MRS. WINNERS OBLIGORS" has the meaning set forth in the RTMRG Merger
Agreement.

         "NET LIABILITIES" has the meaning set forth in the RTMRG Merger
Agreement.

         "ORDERS" means any orders, judgments, injunctions, awards, decrees or
writs handed down, adopted or imposed by any Governmental Entity.

         "PARTICIPATION CONTEST" has the meaning set forth in Section 7.03(b).

         "PER SHARE MERGER CONSIDERATION" has the meaning set forth in the RTMRG
Merger Agreement.

         "PERMITS" means any franchises, grants, authorizations, licenses,
registrations, easements, variances, exceptions, consents, certificates,
approvals and other permits of any Governmental Entity.

         "PERMITTED LIENS" means (i) Liens for Taxes (and assessments and other
governmental charges) not yet due and payable or that have been paid in full,
(ii) mechanics', landlord's, workmen's, repairmen's, warehousemen's, carriers'
or other like Liens (including Liens created by operation of law) arising in the
ordinary course of business consistent with past practice and securing amounts
that are not yet due and payable or are being contested in good faith, (iii)
Liens in respect of easements, permits, licenses, rights-of-way, restrictive
covenants, reservations or encroachments or other similar non-monetary title
exceptions with respect to real property which do not materially affect the
current use of the underlying asset, (iv) Liens in respect of pledges or
deposits under workers' compensation laws or similar legislation, unemployment
insurance or other types of social security or to secure the performance of
statutory obligations, surety and appeal, bonds, bids, leases, government
Contracts and similar obligations, (v) municipal by-laws, development
restrictions or regulations, facility cost sharing and servicing Contracts and
zoning, building or planning restrictions or regulations, (vi) Liens securing
Indebtedness to be repaid in the Debt Refinancings and (vii) Liens arising in
connection with this Agreement.

         "PERSON" means an individual, corporation, partnership, joint venture,
limited liability company, association, trust or other entity or organization,
including an unincorporated organization, a government or political subdivision
or an agency or instrumentality thereof.

         "POST-TRANSITION PERIOD BENEFIT PLANS" has the meaning set forth in
Section 6.08(e).

         "PRE-CLOSING INCOME TAX RETURNS" has the meaning set forth in Section
7.04(b).


<PAGE>
                                       59


         "PRE-CLOSING TAXABLE PERIODS" has the meaning set forth in Section
7.04(a).

         "PRE-CLOSING TAXES" has the meaning set forth in Section 7.01(a)(i).

         "PURCHASE" has the meaning set forth in the recitals.

         "PURCHASE PRICE ALLOCATION" means the following allocation: (x) the
aggregate Per Share Merger Consideration (subject to Section 2.02(c)(iv) as
adjusted for payments pursuant to Section 2.07 of the RTMRG Merger Agreement),
and any amounts treated as an adjustment to the aggregate Per Share Merger
Consideration pursuant to Section 11.08 of the RTMRG Merger Agreement, will be
allocated to the shares of RTMRG Common Stock outstanding on the Closing, (y)
the Aggregate Purchase Price, and any amounts treated as an adjustment to the
Aggregate Purchase Price pursuant to Section 10.08, will be allocated to the
Membership Interests, and (z) the RTMMC Aggregate Purchase Price, and any
amounts treated as an adjustment to the RTMMC Aggregate Purchase Price pursuant
to Section 10.08 of the RTMMC Purchase Agreement, and RTMMC Assumed Liabilities
will be allocated to the RTMMC Purchased Assets.

         "REGISTRATION RIGHTS AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "REPRESENTATIVES" means, with respect to any Person, the directors,
officers, employees, consultants, accountants, legal counsel, investment
bankers, agents and other representatives of such Person and its Subsidiaries.

         "REQUIRED DEBT CONSENTS" has the meaning set forth in Section 6.05(b).

         "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 2.07(a).

         "RESTATED COMBINED RTM FINANCIAL STATEMENTS" has the meaning set forth
in Section 2.07(a).

         "RESTATED COMBINED RTM UNAUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 2.07(a).

         "RESTAURANTS" means "Arby's" branded restaurants and, with respect to
any Person, those certain "Arby's" restaurants owned or leased by such Person.

         "RTM BASKET AMOUNT" has the meaning set forth in Section 10.05(a).

         "RTM BENCHMARK" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTM CLOSING BALANCE SHEET" has the meaning set forth in the RTMRG
Merger Agreement.


<PAGE>
                                       60


         "RTM CLOSING NET LIABILITIES" has the meaning set forth in the RTMRG
Merger Agreement.

         "RTM ESCROW FUND" has the meaning set forth in the Escrow Agreement.

         "RTM ESTIMATED NET LIABILITIES" has the meaning set forth in Section
1.05(a).

         "RTM MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of the RTM Parties and their Subsidiaries, taken as a
whole, but shall exclude any change or development resulting from (i) any change
in Law or accounting rules or interpretations thereof, (ii) any change in
interest rates, general economic conditions or changes in the general economic
condition of any segment of the restaurant industry, or (iii) any change
resulting from the entry into or the announcement of this Agreement or the
transactions contemplated hereby, the performance of a party's obligations
hereunder or to avoid a breach of this Agreement or (b) that prevents,
materially delays or materially impairs the ability of any RTM Party, any RTMRG
Shareholder, any Seller, RTMMC or any RTMMC Member to perform its obligations
under this Agreement and the Ancillary Agreements to which it is a party or to
consummate the transactions contemplated hereby or thereby.

         "RTM NON-PREPAYABLE DEBT" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTM PARTIES" means each of RTMRG, RTMAC and RTMMC.

         "RTM POST-SIGNING RETURNS" has the meaning set forth in Section
5.01(p).

         "RTM RELATED ENTITIES" means, collectively, Lee's Famous Recipe, Inc.,
Crown Restaurants, Inc., Winners Corporation, Winners Partners, Mrs. Winners,
L.P. and Winners International Restaurants, Inc. and their respective
Subsidiaries.

         "RTM REPRESENTATIVES" has the meaning set forth in Section 11.17(a).

         "RTM TRANSACTIONS" has the meaning set forth in the recitals.

         "RTMAC" has the meaning set forth in the preamble.

         "RTMAC ASSET RANGE" means an amount greater than $29 million and less
than $33 million; provided, appropriate adjustments will be made to the RTMAC
Asset Range to the extent that, as of Closing, the assets of RTMAC, or the
condition of such assets, differ from the assets of RTMAC, or the condition of
such assets, as presented in the information supplied to Valuation Research
Corporation prior to the date hereof.

         "RTMAC BASKET EXCLUSIONS" has the meaning set forth in Section
10.05(a).


<PAGE>
                                       61


         "RTMAC DISCLOSURE LETTER" has the meaning set forth in Article II.

         "RTMAC EMPLOYEE PLAN" has the meaning set forth in Section 2.14(a).

         "RTMAC EMPLOYEES" has the meaning set forth in Section 6.08(a).

         "RTMAC INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in
Section 2.17(c).

         "RTMAC LEASES" has the meaning set forth in Section 2.12(a)(xiii).

         "RTMAC MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of RTMAC, but shall exclude any change or development
resulting from (i) any change in Law or accounting rules or interpretations
thereof, (ii) any change in interest rates, general economic conditions or
changes in the general economic condition of any segment of the restaurant
industry, or (iii) any change resulting from the entry into or the announcement
of this Agreement or the transactions contemplated hereby, the performance of a
party's obligations hereunder or to avoid a breach of this Agreement or (b) that
prevents, materially delays or materially impairs the ability of RTMAC or any
Seller to perform its obligations under this Agreement and the Ancillary
Agreements to which it is a party or to consummate the transactions contemplated
hereby or thereby.

         "RTMAC MATERIAL CONTRACTS" has the meaning set forth in Section
2.12(a).

         "RTMAC PERMITS" has the meaning set forth in Section 2.10(b).

         "RTMAC REAL PROPERTY" has the meaning set forth in Section 2.18.

         "RTMAC REAL PROPERTY LEASE" has the meaning set forth in Section
2.12(a)(xii).

         "RTMAC RELATED PARTY ARRANGEMENT" has the meaning set forth in Section
2.26.

         "RTMAC RESTAURANTS" has the meaning set forth in Section 2.25(a).

         "RTMAC THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set
forth in Section 2.17(b).

         "RTMAC TRANSACTIONS" means any transactions among any of Triarc, ARG,
RTMAC, its direct and indirect members, any of their Subsidiaries and any of
their Affiliates contemplated by this Agreement, the RTMRG Merger Agreement or
the RTMMC Purchase Agreement to occur on or before the Closing Date, including
any Excluded Asset Dispositions, any payment of the Aggregate Merger
Consideration, the Aggregate Purchase Price, RTMMC Aggregate Purchase Price and
the transactions described in Section 7.15, Section 7.16, Section 7.18, Section
7.19, Section 8.08,

<PAGE>
                                       62


Section 8.11, Section 9.02(i) and Section 12.18 of the RTMRG Merger Agreement
and Section 6.02 of the RTMRG Disclosure Letter; Section 1.03, Section 6.11,
Section 8.02(g), Section 8.02(h), Section 8.02(i) and Section 8.02(j) of the
RTMMC Purchase Agreement; and Section 6.12 and Section 8.02(g) of this
Agreement.

         "RTMMC" has the meaning set forth in the preamble.

         "RTMMC ACQUISITION SUB" has the meaning set forth in the recitals.

         "RTMMC AGGREGATE PURCHASE PRICE" has the meaning set forth in the
recitals.

         "RTMMC ASSET RANGE" has the meaning set forth in the RTMMC Purchase
Agreement.

         "RTMMC BASKET EXCLUSIONS" has the meaning set forth in the RTMMC
Purchase Agreement.

         "RTMMC MEMBERS" means the "Members" as defined in the RTMMC Purchase
Agreement.

         "RTMMC PURCHASE" has the meaning set forth in the recitals.

         "RTMMC PURCHASE AGREEMENT" has the meaning set forth in the recitals.

         "RTMMC PURCHASED ASSETS AND ASSUMED LIABILITIES" means, collectively,
the "Purchased Assets" and the "Assumed Liabilities," each as defined in the
RTMMC Purchase Agreement.

         "RTMRG" has the meaning set forth in the recitals.

         "RTMRG BASKET EXCLUSIONS" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTMRG COMMON STOCK" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTMRG DISCLOSURE LETTER" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTMRG MERGER AGREEMENT" has the meaning set forth in the recitals.

         "RTMRG PRINCIPAL SHAREHOLDERS" has the meaning set forth in the
recitals.

         "RTMRG SHAREHOLDERS" has the meaning set forth in the RTMRG Merger
Agreement.

<PAGE>
                                       63


         "RTMRG SHAREHOLDERS OBLIGATIONS AMOUNT" has the meaning set forth in
the RTMRG Merger Agreement.

         "SEC" means the United States Securities and Exchange Commission.

         "SECOND CERTIFICATE OF MERGER" has the meaning set forth in the RTMRG
Merger Agreement.

         "SECOND MERGER" has the meaning set forth in the recitals.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         "SELLER INDEMNIFIED PARTIES" has the meaning set forth in Section
10.02.

         "SELLERS" has the meaning set forth in the preamble to this Agreement.

         "SOA" has the meaning set forth in Section 6.11.

         "STRADDLE PERIOD" has the meaning set forth in Section 7.05.

         "STRADDLE RETURNS" has the meaning set forth in Section 7.04(c).

         "SUBSIDIARY" means, as to any Person, (i) a corporation of which such
Person directly or indirectly owns securities or other equity interests
representing more than fifty percent (50%) of the aggregate voting power or (ii)
any other Person in which such Person, directly or indirectly, has the power to
direct the policies, management and affairs thereof.

         "TAKEOVER PROPOSAL" means any proposal or offer relating to (i) a
merger, consolidation, share exchange or business combination involving RTMAC,
(ii) a sale, lease, exchange, mortgage, transfer or other disposition, in a
single transaction or series of related transactions, of 20% or more of the
assets of RTMAC, (iii) a purchase or sale of shares of capital stock or other
securities, in a single transaction or series of related transactions,
representing 20% or more of the voting power of the capital stock or similar
equity interests of RTMAC, including by way of a tender offer or exchange offer,
(iv) a reorganization, recapitalization, liquidation or dissolution of RTMAC or
(v) any other transaction having a similar effect to those described in clauses
(i) - (iv), in each case other than the transactions contemplated by this
Agreement.

         "TAX" or "TAXES" means (i) any and all federal, state, provincial,
local, foreign and other taxes (including withholding taxes), levies, fees,
imposts, duties, and similar governmental charges (including any interest,
fines, assessments, penalties or additions to tax imposed in connection
therewith or with respect thereto) including (x) taxes imposed on, or measured
by, income, franchise, profits or gross receipts, and (y) ad valorem, value
added, capital gains, sales, goods and services, use, real or personal property,
capital stock, license, branch, payroll, estimated withholding, employment,
social security (or similar), unemployment, compensation, utility, severance,
production,

<PAGE>
                                       64


excise, stamp, occupation, premium, windfall profits, transfer and gains taxes,
and customs duties, and (ii) any transferee liability in respect of any items
described in the foregoing clause (i).

         "TAX ACTIONS" has the meaning set forth in Section 5.01(p).

         "TAX BENEFITS" has the meaning set forth in Section 7.01(b).

         "TAX COSTS" has the meaning set forth in Section 7.01(b).

         "TAX LOSS" has the meaning set forth in Section 7.01(a).

         "TAX RETURNS" means any and all reports, returns, declarations, claims
for refund, elections, disclosures, estimates, information reports or returns or
statements required to be supplied to a taxing authority in connection with
Taxes, including any schedule or attachment thereto or amendment thereof.

         "TAX SHARING AGREEMENT" means any agreement relating to the sharing,
allocation or indemnification of Taxes, or any similar agreement, Contract or
arrangement.

         "TM CAPITAL" means TM Capital Corp., a Delaware corporation.

         "TRADEMARK LICENSE AGREEMENT" has the meaning set forth in the RTMMC
Purchase Agreement.

         "TRANSACTION SUPPORT AGREEMENT" has the meaning set forth in the
recitals.

         "TRANSFER TAXES" has the meaning set forth in Section 7.07.

         "TRANSITION PERIOD" has the meaning set forth in Section 6.08(d).

         "TRIARC" has the meaning set forth in the preamble.

         "TRIARC B-1 ELECTION" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIARC B-2 ELECTION" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIARC CLASS B-1 COMMON STOCK" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC CLASS B-2 COMMON STOCK" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC CONTRIBUTIONS" has the meaning set forth in the recitals.

<PAGE>
                                       65


         "TRIARC DISCLOSURE LETTER" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC INDEMNIFIED PARTIES" has the meaning set forth in Section
10.04(a).

         "TRIARC MATERIAL ADVERSE EFFECT" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC SEC REPORTS" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIGGER EVENT" has the meaning set forth in the RTMRG Merger
Agreement.

         "WARN" means the Worker Adjustment and Retraining Notification Act, as
amended.

         "WINNERS INDEBTEDNESS AMOUNT" has the meaning set forth in the RTMRG
Merger Agreement.

         Section 11.02  INTERPRETATION. Any reference in this Agreement to a
statute shall be to such statute, as amended from time to time prior to the date
hereof, and to the rules and regulations promulgated thereunder prior to the
date hereof. Any reference to any agreement, document or instrument means such
agreement, document or instrument as amended or otherwise modified from time to
time in accordance with its terms. Unless the context otherwise requires, (1)
all references made in this Agreement to a Section, Schedule or an Exhibit are
to a Section, Schedule or an Exhibit of or to this Agreement, (2) "or" is
disjunctive but not necessarily exclusive, (3) "will" shall be deemed to have
the same meaning as the word "shall" and (4) words in the singular include the
plural and vice versa. Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation," whether or not so followed. All references to "$" or
dollar amounts are to lawful currency of the United States of America, unless
otherwise expressly stated. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

         Section 11.03  FEES, COSTS AND EXPENSES.

         (a)    If the RTM Transactions are consummated, all reasonable
out-of-pocket fees and expenses (including those payable to third party
Representatives) incurred by Triarc and ARG or the RTM Parties or their
Subsidiaries or on their behalf in connection with this Agreement and the
Ancillary Agreements and the transactions contemplated by this Agreement and the
Ancillary Agreements, including the previously contemplated initial public
offering of Arby's, Inc., the Debt Financing and the Debt Refinancings (other
than the costs and expenses of complying with Section 7.07(b) of the RTMRG
Merger Agreement, or any similar costs and expenses incurred or paid by any RTM
Party or its Subsidiaries prior to the date hereof), including the fees and
expenses of

<PAGE>
                                       66


Ernst & Young LLP and Deloitte & Touche LLP ("EXPENSES"), shall be paid by ARG
promptly upon receipt of reasonably detailed invoices and other documentation
related thereto. Section 11.03(a) of the RTMAC Disclosure Letter sets forth a
true and complete description of the basis upon which the Expenses payable by or
on behalf of RTMAC to the advisors of RTMAC will be paid.

         (b)    If the RTM Transactions are not consummated, all Expenses shall
be paid by the party incurring those Expenses, except that the Expenses incurred
in connection with the filing fee under the HSR Act, the Expenses incurred in
connection with the previously contemplated initial public offering of Arby's,
Inc. (including those of Deloitte & Touche LLP in connection with the previously
contemplated initial public offering of Arby's, Inc.), the Debt Refinancings
(other than the costs and expenses of complying with Section 7.07(b) of the
RTMRG Merger Agreement, or any similar costs and expenses incurred or paid by
any RTM Party or its Subsidiaries prior to the date hereof), the registration
fee in respect of the Shelf Registration Statement, the fees and expenses of
Valuation Research and the Expenses incurred by RTMAC in connection with its
obligations under Section 6.11 shall be shared 60% by Triarc and 40% by RTMRG,
RTMMC and RTMAC.

         Section 11.04  NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be delivered by hand or overnight courier service or by facsimile:

         if to Triarc or ARG, to:

                  Triarc Companies, Inc.
                  280 Park Avenue
                  New York, New York  10017
                  Attention:  Brian L. Schorr, Esq.
                  Fax:  (212) 451-3216

         with a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, New York 10019-6064
                  Attention:  Paul D. Ginsberg, Esq.
                  Fax:  (212) 757-3990

         if to the Sellers, to:

                  c/o Dennis E. Cooper
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

<PAGE>
                                       67


         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  995 Peachtree Street, N.E.
                  Atlanta, Georgia 30309-3996
                  Attention:  Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

         if to the RTM Representatives, to:

                  Russell V. Umphenour, Jr.
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

         and

                  Dennis E. Cooper
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

         and

                  J. Russell Welch
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax: (404) 250-4856

         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  995 Peachtree Street, N.E.
                  Atlanta, Georgia 30309-3996
                  Attention:  Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication shall be effective (a) if delivered by hand, when such
delivery is made at the address specified in this Section 11.04, (b) if
delivered by overnight courier service, the next Business Day after such
communication is sent to the address specified in this Section 11.04 or (c) if
delivered by facsimile, when such facsimile is transmitted to the facsimile
number specified in this Section 11.04 and appropriate confirmation is received.


<PAGE>
                                       68


         Section 11.05  GOVERNING LAW. This Agreement and any claim or
controversy relating hereto shall be governed by and construed in accordance
with the law of the State of New York, without regard to the conflicts of law
rules of such state that would result in the application of the law of another
jurisdiction.

         Section 11.06  JURISDICTION. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be brought in the United States District
Court for the Southern District of New York or any New York State court sitting
in New York City, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as
provided in Section 11.04 shall be deemed effective service of process on such
party.

         Section 11.07  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ANCILLARY AGREEMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         Section 11.08  EXHIBITS AND DISCLOSURE LETTERS. Any matter, information
or item disclosed in the RTMAC Disclosure under any specific representation or
warranty or schedule number hereof, shall be deemed to have been disclosed for
all purposes of this Agreement in response to every representation or warranty
in this Agreement in respect of which such disclosure is reasonably apparent on
its face. The inclusion of any matter, information or item in the RTMAC
Disclosure Letter shall not be deemed to constitute an admission of any
Liability by the Sellers or any other Person to any third party or otherwise
imply, that any such matter, information or item is material or creates a
measure for materiality for the purposes of this Agreement. Nothing in the RTMAC
Disclosure Letter is intended or shall be deemed to broaden the scope of any
representation or warranty contained in this Agreement.

         Section 11.09  NO THIRD-PARTY BENEFICIARIES. Except as provided in
Section 6.10, Article VII and Article X, this Agreement is not intended to
confer any rights or remedies upon any Person other than the parties to this
Agreement.

<PAGE>
                                       69


         Section 11.10  SEVERABILITY. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions of this
Agreement. If any provision of this Agreement, or the application of that
provision to any Person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted for that provision in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of the invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of that provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of that provision, or the application of that provision, in any other
jurisdiction.

         Section 11.11  RULES OF CONSTRUCTION. The parties to this Agreement
have been represented by counsel during the negotiation and execution of this
Agreement and waive the application of any Laws or rule of construction
providing that ambiguities in any agreement or other document shall be construed
against the party drafting such agreement or other document.

         Section 11.12  ASSIGNMENT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of each other party hereto, except as otherwise expressly provided
herein. Notwithstanding the foregoing, Triarc may assign its right to purchase
all or any portion of the Membership Interests to one or more of its
Subsidiaries (other than Merger Sub Corp. or Merger Sub LLC) without the prior
written consent of the other parties hereto.

         Section 11.13  REMEDIES. Except as otherwise provided in this
Agreement, any and all remedies expressly conferred upon a party to this
Agreement shall be cumulative with, and not exclusive of, any other remedy
contained in this Agreement, at law or in equity. The exercise by a party to
this Agreement of any one remedy shall not preclude the exercise by it of any
other remedy.

         Section 11.14  SPECIFIC PERFORMANCE. The parties to this Agreement
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties to this Agreement shall be entitled to an injunction or injunctions
(without the payment or posting of any bond) to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States or any state having jurisdiction, this being
in addition to any other remedy to which they are entitled at law or in equity.

         Section 11.15  COUNTERPARTS. This Agreement 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 Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed
by the other party hereto.

<PAGE>
                                       70


         Section 11.16  ENTIRE AGREEMENT. This Agreement (including the Annexes
to this Agreement), the RTMAC Disclosure Letter, the Triarc Disclosure Letter,
the Confidentiality Agreement and the Ancillary Agreements constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

         Section 11.17  RTM REPRESENTATIVES.

         (a)    Effective as of the date hereof, each Seller, by such Seller's
execution and delivery of this Agreement, hereby irrevocably constitutes and
appoints Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch,
acting by a majority, to act as his, her or its representatives under this
Agreement and the Ancillary Agreements (the "RTM REPRESENTATIVES"), with full
power of substitution, to exercise the powers and to perform:

                (i)     the duties required or permitted to be performed by the
RTM Representatives on behalf of the Sellers under and pursuant to this
Agreement and the Ancillary Agreements;

                (ii)    such other duties as are delegated to the RTM
Representatives under this Agreement and the Ancillary Agreements, to be
performed by the RTM Representatives on behalf of the Sellers in their
capacities as Sellers; and

                (iii)   such actions as are reasonably incident to any of the
duties referred to in the preceding clauses (i) and (ii) above, including the
taking of any action and the execution and delivery of any agreement or
instrument by or on behalf of each Seller which the RTM Representatives deem
necessary or reasonably required to accomplish the purposes of the foregoing.
The appointment set forth in this Section 11.17 shall be coupled with an
interest.

         (b)    Without limiting the generality of the foregoing, the RTM
Representatives, acting by a majority, shall have the right and power to do or
cause to be done any of the following things on behalf of each of the Sellers
and all of them collectively:

                (i)     act as the sole representatives of the Sellers and
exercise all rights of the Sellers under this Agreement or the Ancillary
Agreements, including the prosecution, defense and settlement of all claims and
actions under, and to resolve all matters relating to, indemnification hereunder
or under any related agreement;

                (ii)    (A)  authorize delivery to any Triarc Indemnified Party
of all or a portion of the RTM Escrow Fund in accordance with the Escrow
Agreement, (B) receive any payments made to the Sellers or to the RTM
Representatives on such Sellers' behalf pursuant to this Agreement or the
Ancillary Agreements, (C) invest such funds pending their disbursement in such
manner as the RTM Representatives in their sole discretion, acting by a
majority, deem appropriate, and (D) disburse to the Sellers

<PAGE>
                                       71


payments made to the RTM Representatives under this Agreement, the Escrow
Agreement or the Ancillary Agreements; and

                (iii)   otherwise take all actions and do all things reasonably
required or advisable to accomplish any of the matters referred to in this
Agreement or the Ancillary Agreements, including the execution and delivery of
any documents and instruments, and generally to act for and in the name of the
Sellers as fully as each Seller could if then personally present and acting. The
RTM Representatives, acting by a majority, are hereby empowered to determine, in
accordance with the terms of this Agreement or the Ancillary Agreements, the
time or times when, the purposes for which, and the manner in which, the power
herein conferred upon the RTM Representatives shall be exercised.

         (c)    Triarc, ARG and all other persons dealing with the RTM
Representatives may rely and act upon any writing believed in good faith to be
signed by a majority of the RTM Representatives or an authorized representative
of the RTM Representatives, and may assume that all actions of the RTM
Representatives, acting by majority, and any authorized representative of the
RTM Representatives have been duly authorized by the Sellers. The actions,
decisions and instructions of the RTM Representatives taken, made or given
pursuant to the authority granted to the RTM Representatives pursuant to this
Section 11.17 shall be conclusive and binding upon each Seller and each Seller's
heirs, representatives, successors and assigns, as applicable, and such Persons
shall not have the right to object, dissent, protest or otherwise contest the
same.

         (d)    The RTM Representatives shall promptly deliver to each Seller
copies of all statements, notices, letters of direction or other material
communications given or received by any of them in his capacity as one of the
RTM Representatives under this Agreement or any Ancillary Agreement. The RTM
Representatives, acting by a majority, shall have the sole power and authority,
without prior notice to or consultation with any of the Sellers, to take all
actions required or permitted to be taken by the RTM Representatives, the
Sellers or any of them under this Agreement or any Ancillary Agreement.

         (e)    The RTM Representatives may execute any of their duties under
this Agreement or any Ancillary Agreement by or through agents and shall be
entitled to rely upon the advice of counsel concerning all matters pertaining to
the RTM Representatives' duties, as the case may be, hereunder and thereunder.
The RTM Representatives shall be entitled to rely on any notice, consent,
certificate, affidavit, letter, telegram, statement or other document believed
by the RTM Representatives to be genuine and correct and to have been signed and
sent by the proper person or persons and, in respect to legal matters, upon the
opinion of counsel selected by the RTM Representatives. The RTM Representative
may invest the Expenses Fund and other funds advanced to them for their expenses
in such interest or non-interest bearing accounts or investments as they deem
appropriate. Any remaining amounts in the Expenses Fund after payment of all of
the RTM Representative's expenses for acting as such, or after making adequate
provision therefor, shall be distributed to RTMRG

<PAGE>
                                       72


Shareholders pro rata based on shares of RTMRG Common Stock owned immediately
prior to the First Effective Time.

         (f)    The RTM Representatives shall be entitled to reimbursement for
all out-of-pocket expenses, including reasonable attorneys' and accountants'
fees and expenses, incurred by the RTM Representatives in connection with the
administration or enforcement of, or the preservation of any rights of the
Sellers under, this Agreement or any Ancillary Agreement, first out of the
Expenses Fund to the extent thereof and then from the RTMRG Principal
Shareholders, who shall reimburse the RTM Representatives for expenses. Each of
the RTMRG Principal Shareholders shall be responsible for such out-of-pocket
expenses pro rata in proportion to the percentage of the total number of shares
of RTMRG Common Stock held by the RTMRG Principal Shareholders immediately prior
to the Closing.

         (g)    Actions by the RTM Representatives will be effective only if
taken by a majority of the RTM Representatives. In carrying out their duties and
responsibilities in their capacity as RTM Representatives under this Agreement
or the Ancillary Agreements, neither the RTM Representatives nor any of their
agents shall be liable to any Seller for any action lawfully taken or omitted to
be taken by him, her, it or them in good faith under this Agreement, the Merger
Agreement or the Ancillary Agreements, except for the RTM Representatives' or
their agents' willful misconduct or fraud.

         (h)    The RTMRG Principal Shareholders, severally, hereby agree to
indemnify and hold harmless each of the RTM Representatives, his agents,
successors and assigns with respect to any act or omission of or by any of them
absent willful misconduct or fraud in connection with any and all matters
contemplated by this Agreement or the Ancillary Agreements.

         (i)    If any of the RTM Representatives should die, become disabled
or otherwise become unable to fulfill his responsibilities as one of the RTM
Representatives or shall resign, then the RTMRG Shareholders, the Sellers and
the RTMMC Members, by a majority vote based on their respective pro rata
interests in the Aggregate Merger Consideration, shall promptly appoint a
successor representative and shall promptly notify Triarc of such successor. The
authorizations of the RTM Representatives will be effective until their rights
and obligations under this Agreement and the Ancillary Agreements terminate by
virtue of the termination of any and all obligations of the Sellers to Triarc or
ARG under this Agreement and the Ancillary Agreements.


<PAGE>
                                       73


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                       TRIARC COMPANIES, INC.


                                        By: /s/ Nelson Peltz
                                            ----------------------------------
                                            Name:  Nelson Peltz
                                            Title: Chairman & CEO


                                        By: /s/ Peter W. May
                                            ----------------------------------
                                            Name:  Peter W. May
                                            Title: President & COO



                                       ARBY'S RESTAURANT GROUP, INC.


                                        By: /s/ Peter W. May
                                            ----------------------------------
                                            Name:  Peter W. May
                                            Title: Executive Vice President



                                       SELLERS:


                                       /s/ Sharon L. Barton
                                       ---------------------------------------
                                       SHARRON L. BARTON


                                       /s/ Susan A. Bauer
                                       ---------------------------------------
                                       SUSAN A. BAUER


                                       /s/ Ray Biondi
                                       ---------------------------------------
                                       RAY BIONDI


                                       /s/ Daniel T. Collins
                                       ---------------------------------------
                                       DANIEL T. COLLINS


                                       /s/ Dennis E. Cooper
                                       ---------------------------------------
                                       DENNIS E. COOPER


                                       /s/ Thomas A. Garrett
                                       ---------------------------------------
                                       THOMAS A. GARRETT



<PAGE>



                                       /s/ Joseph Gondolfo
                                       ---------------------------------------
                                       JOSEPH GONDOLFO


                                       /s/ John L. Gray, Jr.
                                       ---------------------------------------
                                       JOHN L. GRAY, JR.


                                       /s/ Gregory L. Hawkins
                                       ---------------------------------------
                                       GREGORY L. HAWKINS


                                       /s/ Wendy E. Henderson
                                       ---------------------------------------
                                       WENDY E. HENDERSON


                                       /s/ Allison K. Hyer
                                       ---------------------------------------
                                       ALLISON K. HYER


                                       /s/ Jeryl M. McIntyre
                                       ---------------------------------------
                                       JERYL M. MCINTYRE


                                       /s/ Deborah K. Pike
                                       ---------------------------------------
                                       DEBORAH K. PIKE


                                       /s/ Karen G. Samples
                                       ---------------------------------------
                                       KAREN G. SAMPLES


                                       /s/ Robert S. Stallings
                                       ---------------------------------------
                                       ROBERT S. STALLINGS


                                       /s/ John A. Todd, Jr.
                                       ---------------------------------------
                                       JOHN A. TODD, JR.


                                       /s/ Russell V. Umphenour, Jr.
                                       ---------------------------------------
                                       RUSSELL V. UMPHENOUR, JR.



<PAGE>



                                       /s/ J. Russell Welch
                                       ---------------------------------------
                                       J. RUSSELL WELCH



                                       RTM REPRESENTATIVES:


                                       /s/ Russell V. Umphenour, Jr.
                                       ---------------------------------------
                                       RUSSELL V. UMPHENOUR, JR.


                                       /s/ Dennis E. Cooper
                                       ---------------------------------------
                                       DENNIS E. COOPER


                                       /s/ J. Russell Welch
                                       ---------------------------------------
                                       J. RUSSELL WELCH




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>5
<FILENAME>ex2-4form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.4
<TEXT>

                                                                     EXHIBIT 2.4
                                                                     -----------


                                                                  EXECUTION COPY


                               FIRST AMENDMENT TO
                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this
"AMENDMENT"), dated as of July 25, 2005, by and among Triarc Companies, Inc., a
Delaware corporation ("TRIARC"); Arby's Restaurant Group, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Triarc ("ARG"); and
Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives on behalf of each of the Sellers (as defined below).

                              W I T N E S S E T H:

         WHEREAS, each of Triarc, ARG, each of the persons listed on the
signature pages thereto under the heading "Sellers" (collectively, the
"SELLERS") and the RTM Representatives is a party to the Membership Interest
Purchase Agreement, dated as of May 27, 2005 (the "PURCHASE AGREEMENT");

         WHEREAS, each of Triarc, ARG, the Sellers and the RTM Representatives
wish to amend the Purchase Agreement as set forth herein; and

         WHEREAS, Section 9.03 of the Purchase Agreement provides that the
Purchase Agreement may be amended by an instrument in writing signed by each of
Triarc, ARG and the RTM Representatives on behalf of the Sellers.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

         1.       CERTAIN DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Purchase
Agreement.

         2.       AMENDMENT AND RESTATEMENT OF SECTION 5.01(B) OF THE PURCHASE
AGREEMENT. Section 5.01(b) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

         "(b)     DIVIDENDS. Make, declare or pay any dividend or distribution
on its membership interests or similar equity interests, other than (i)
distributions to members in an amount equal to their aggregate liability for
income Taxes based on the operations of RTMAC, as reasonably determined by
RTMAC, (ii) 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), after taking into account any distributions described in clause (i)
that have been made or are expected to be made prior to the Closing, 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

<PAGE>
                                                                               2


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 and (iii) dividends or
distributions of proceeds from Excluded Asset Dispositions;"

         3.       AUTHORIZATION OF TRIARC AND ARG; ENFORCEABILITY. Each of
Triarc and ARG represents and warrants that: (i) it has all requisite corporate
power and authority, and has taken all corporate action necessary, in order to
execute and deliver this Amendment; and (ii) this Amendment has been duly
executed and delivered by each of Triarc and ARG and constitutes the legal,
valid and binding obligation of each of Triarc and ARG, 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.

         4.       AUTHORIZATION OF RTM REPRESENTATIVES; ENFORCEABILITY. Each RTM
Representative, on behalf of each Seller, represents and warrants that: (i) he
has all requisite power and authority, and has taken all action necessary, in
order to execute and deliver this Amendment on behalf of each Seller; and (ii)
this Amendment has been duly executed and delivered by such RTM Representative
on behalf of each Seller and constitutes the legal, valid and binding obligation
of such Seller, 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.

         5.       INDEMNIFICATION. The parties agree that (x) the Triarc
Indemnified Parties shall be entitled to indemnification under Section
10.04(b)(i) of the Purchase Agreement for any Losses based upon or arising from
any breach of or inaccuracy in the representations and warranties contained in
Section 4 hereof to the same extent as if such representations and warranties
were made in Section 3.02 of the Purchase Agreement, and such representations
and warranties shall be deemed to be an RTMAC Basket Exclusion for such
indemnification purposes and (y) the Seller Indemnified Parties shall be
entitled to indemnification under Section 10.02(a) of the Purchase Agreement for
any Losses based upon or arising from any breach of or inaccuracy in the
representations and warranties contained in Section 3 hereof to the same extent
as if such representations and warranties were made in Section 4.02 of the
Purchase Agreement, and such representations and warranties shall be deemed to
be an ARG Basket Exclusion for such indemnification purposes.

         6.       MISCELLANEOUS.

                  (a)      EFFECTIVENESS OF PURCHASE AGREEMENT. Except to the
         extent specifically amended, modified or supplemented hereby, the
         provisions of the Purchase Agreement shall remain unamended, unmodified
         and unsupplemented, and the Purchase Agreement is hereby confirmed as
         being in full force and effect.

<PAGE>
                                                                               3


                 (b)      APPLICATION OF CERTAIN SECTIONS IN ARTICLE XI OF THE
         PURCHASE AGREEMENT. Sections 11.05, 11.06, 11.07, 11.09, 11.10, 11.11,
         11.12, 11.13 and 11.14 of the Purchase Agreement shall be deemed to
         apply to this Amendment.

                  (c)      ENTIRE AGREEMENT. This Amendment and the Purchase
         Agreement and the other agreements and documents referred to therein
         constitute the entire agreement between the parties with respect to the
         subject matter hereof and thereof and supersedes all prior agreements
         and understandings, both oral and written, between the parties with
         respect to the subject matter hereof and thereof.

                  (d)      COUNTERPARTS. This Amendment 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 Amendment shall become effective when each party hereto shall have
         received a counterpart hereof signed by the other party hereto.



<PAGE>
                                                                               4


         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.

                                           TRIARC COMPANIES, INC.


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


                                           ARBY'S RESTAURANT GROUP, INC.


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



                                           RTM REPRESENTATIVES (ON BEHALF
                                           OF EACH OF THE SELLERS):

                                           /s/ Russell V. Umphenour, Jr.
                                           ------------------------------------
                                           RUSSELL V. UMPHENOUR, JR.

                                           /s/ Dennis E. Cooper
                                           ------------------------------------
                                           DENNIS E. COOPER

                                           /s/ J. Russell Welch
                                           ------------------------------------
                                           J. RUSSELL WELCH



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>6
<FILENAME>ex2-5form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.5
<TEXT>

                                                                     EXHIBIT 2.5
                                                                     -----------


                                                                  EXECUTION COPY

================================================================================



                            ASSET PURCHASE AGREEMENT

                                  by and among

                             TRIARC COMPANIES, INC.,

                         ARBY'S RESTAURANT GROUP, INC.,

                             RTMMC ACQUISITION, LLC,

                         RTM MANAGEMENT COMPANY, L.L.C.,

                               ALL THE MEMBERS OF
                         RTM MANAGEMENT COMPANY, L.L.C.

                                       and

                           RUSSELL V. UMPHENOUR, JR.,

                                DENNIS E. COOPER

                                       and

                           J. RUSSELL WELCH as the RTM
                                 Representatives

                            _________________________

                            Dated as of May 27, 2005

                            ________________________



================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I TRANSFER OF THE BUSINESS; PAYMENT OF AGGREGATE PURCHASE PRICE........2
     Section 1.01    Transfer of the Business..................................2
     Section 1.02    Excluded Assets...........................................4
     Section 1.03    Assumption of Liabilities.................................4
     Section 1.04    Liabilities Not Assumed by Acquisition Sub................5
     Section 1.05    Sale and Purchase of the Purchased Assets.................6
     Section 1.06    Closing...................................................6
     Section 1.07    Payment of Aggregate Purchase Price.......................6

ARTICLE II REPRESENTATIONS AND WARRANTIES OF RTMMC AND THE MEMBERS.............7
     Section 2.01    Organization and Qualification of RTMMC...................7
     Section 2.02    Authorization of RTMMC; Enforceability....................7
     Section 2.03    Membership Interests......................................7
     Section 2.04    Subsidiaries..............................................7
     Section 2.05    Governmental Authorizations...............................7
     Section 2.06    Non Contravention.........................................8
     Section 2.07    Restated Combined RTM Financial Statements;
                     Internal Controls; Indebtedness..... .....................9
     Section 2.08    Absence of Certain Changes or Events.....................10
     Section 2.09    Absence of Undisclosed Liabilities.......................10
     Section 2.10    Compliance with Laws; Permits............................10
     Section 2.11    Legal Actions............................................11
     Section 2.12    Contracts................................................11
     Section 2.13    Tax Matters..............................................13
     Section 2.14    Employee Benefits........................................14
     Section 2.15    Labor Matters............................................17
     Section 2.16    Environmental Matters....................................17
     Section 2.17    Intellectual Property....................................17
     Section 2.18    Real Property............................................18
     Section 2.19    Purchased Assets and Personal Property...................19
     Section 2.20    Sufficiency of Assets....................................19
     Section 2.21    Insurance................................................19
     Section 2.22    Inventory................................................20
     Section 2.23    Accounts Receivable......................................20
     Section 2.24    Suppliers................................................20
     Section 2.25    Transactions with Affiliates.............................20
     Section 2.26    Brokers and Finders......................................20


                                      -i-
<PAGE>

                                                                            Page
                                                                            ----

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MEMBERS.....................21
     Section 3.01    Membership Interest......................................21
     Section 3.02    Organization and Authority of Such Member;
                     Enforceability...................... ....................21
     Section 3.03    Governmental Authorizations..............................21
     Section 3.04    Non-Contravention........................................21

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRIARC, ARG AND ACQUISITION SUB..22
     Section 4.01    Organization and Qualification of Triarc, ARG and
                     Acquisition Sub.............. ...........................22
     Section 4.02    Authorization of Triarc, ARG and Acquisition Sub;
                     Enforceability............... ...........................23
     Section 4.03    Governmental Authorizations..............................23
     Section 4.04    Non-Contravention........................................23
     Section 4.05    Brokers and Finders......................................24

ARTICLE V INTERIM OPERATIONS COVENANTS........................................24
     Section 5.01    Conduct of Business of RTMMC.............................24
     Section 5.02    Control of Business Pending Closing......................27

ARTICLE VI ADDITIONAL COVENANTS...............................................28
     Section 6.01    Access to Information; Confidentiality...................28
     Section 6.02    Commercially Reasonable Efforts..........................28
     Section 6.03    Notices of Certain Events................................28
     Section 6.04    Consents; Filings........................................29
     Section 6.05    Actions With Respect to Debt Financing and Debt
                     Refinancings................... .........................30
     Section 6.06    No Solicitation..........................................31
     Section 6.07    Defense of Litigation....................................31
     Section 6.08    Employees and Employee Benefits, Etc.....................31
     Section 6.09    Public Announcements.....................................33
     Section 6.10    Sarbanes-Oxley Compliance................................33
     Section 6.11    RTM Trademarks...........................................34
     Section 6.12    Bulk Sales...............................................34

ARTICLE VII TAX MATTERS.......................................................34
     Section 7.01    Tax Indemnification......................................34
     Section 7.02    Tax Indemnification Procedures...........................35
     Section 7.03    Tax Audits and Contests; Cooperation.....................36
     Section 7.04    Preparation of Tax Returns and Payment of Taxes..........38
     Section 7.05    Straddle Periods.........................................39
     Section 7.06    Refunds..................................................40
     Section 7.07    Conveyance Taxes.........................................40
     Section 7.08    Tax Treatment............................................40
     Section 7.09    RTMMC Asset Range........................................41


                                      -ii-
<PAGE>

                                                                            Page
                                                                            ----

ARTICLE VIII CONDITIONS TO CLOSING............................................41
     Section 8.01    Conditions to Each Party's Obligations to Effect
                     the Asset Purchase............ ..........................41
     Section 8.02    Conditions to Obligations of Triarc, ARG and
                     Acquisition Sub to Effect the Asset Purchase.............42
     Section 8.03    Conditions to Obligations of the RTMMC and the Members
                     to Effect the Asset Purchase.............................44
     Section 8.04    Frustration of Closing Conditions........................45

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER..................................45
     Section 9.01    Grounds for Termination..................................45
     Section 9.02    Effect of Termination....................................46
     Section 9.03    Amendment................................................46
     Section 9.04    Extension; Waiver........................................46

ARTICLE X SURVIVAL; INDEMNIFICATION...........................................46
     Section 10.01   Survival.................................................46
     Section 10.02   Obligation of ARG and Acquisition Sub to Indemnify.......47
     Section 10.03   Matters Pertaining to Indemnification by ARG and
                     Acquisition Sub............... ..........................47
     Section 10.04   Obligation of RTMMC and the Members to Indemnify.........49
     Section 10.05   Matters Pertaining to Indemnification by RTMMC
                     and the Members................. ........................51
     Section 10.06   Procedure for Indemnification............................53
     Section 10.07   Sole and Exclusive Remedy................................55
     Section 10.08   Miscellaneous............................................55

ARTICLE XI MISCELLANEOUS......................................................55
     Section 11.01   Definitions..............................................55
     Section 11.02   Interpretation...........................................68
     Section 11.03   Fees, Costs and Expenses.................................68
     Section 11.04   Notices..................................................69
     Section 11.05   Governing Law............................................71
     Section 11.06   Jurisdiction.............................................71
     Section 11.07   WAIVER OF JURY TRIAL.....................................71
     Section 11.08   Exhibits and Disclosure Letters..........................71
     Section 11.09   No Third-Party Beneficiaries.............................72
     Section 11.10   Severability.............................................72
     Section 11.11   Rules of Construction....................................72
     Section 11.12   Assignment...............................................72
     Section 11.13   Remedies.................................................72
     Section 11.14   Specific Performance.....................................72
     Section 11.15   Counterparts.............................................73
     Section 11.16   Entire Agreement.........................................73
     Section 11.17   RTM Representatives......................................73


                                     -iii-
<PAGE>

SCHEDULES

Schedule I   Members; Membership Interests; Aggregate Purchase Price

ANNEXES

Annex A      Form of Escrow Agreement

Annex B      Terms of Atlanta Office Lease (5995 Barfield Road)

Annex C      Terms of Assignment of Atlanta Office Lease (6045 Barfield Road)

Annex D      Form of Trademark License Agreement




                                      -iv-
<PAGE>

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT, dated as of May 27, 2005 (this "AGREEMENT"),
by and among Triarc Companies, Inc., a Delaware corporation ("TRIARC"); Arby's
Restaurant Group, Inc., a Delaware corporation and an indirect wholly owned
subsidiary of Triarc ("ARG"); RTMMC Acquisition, LLC, a Delaware limited
liability company and a direct subsidiary of Triarc ("ACQUISITION SUB"); RTM
Management Company, L.L.C., a Georgia limited liability company ("RTMMC"); each
of the persons listed on SCHEDULE I hereto (collectively, the "MEMBERS," and
each, a "MEMBER"); and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch, as the RTM Representatives (as defined below).

                              W I T N E S S E T H:

         WHEREAS, the Members are the beneficial and record owners of all of the
membership interests in RTMMC;

         WHEREAS, upon the terms and conditions set forth in this Agreement,
RTMMC wishes to sell to Acquisition Sub, and Acquisition Sub wishes to purchase
from RTMMC, certain of the assets of RTMMC as more fully described herein and to
assume certain Liabilities of RTMMC as more fully described herein
(collectively, the "ASSET PURCHASE"), primarily related to the Business (as
defined below);

         WHEREAS, 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"), RTM Restaurant Group, Inc., a Georgia
corporation ("RTMRG") and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch, as the RTM Representatives, have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "RTMRG MERGER AGREEMENT"),
which provides, among other things, for the merger of Merger Sub Corp. with and
into RTMRG, with RTMRG surviving the merger (the "FIRST MERGER"), followed
immediately thereafter by the merger of RTMRG with and into Merger Sub LLC, with
Merger Sub LLC surviving the merger (the "SECOND MERGER" and, together with the
First Merger, the "MERGERS") and immediately after the Second Effective Time (as
defined in the RTMRG Merger Agreement), Triarc will contribute all of the
outstanding membership interests in the surviving entity in the Second Merger
directly or indirectly to Triarc Restaurant Holdings, LLC, which will directly
or indirectly contribute all of the outstanding membership interests in the
surviving entity in the Second Merger to ARG (such contributions, the "TRIARC
CONTRIBUTIONS");

         WHEREAS, certain principal shareholders of RTMRG (the "RTMRG PRINCIPAL
SHAREHOLDERS"), who collectively beneficially own approximately 87.1% of the
outstanding shares of the common stock, no par value, of RTMRG (the "RTMRG
COMMON STOCK") have entered into a Transaction Support Agreement for the benefit
of Triarc (the "TRANSACTION SUPPORT AGREEMENT"), pursuant to which the RTMRG
Principal Shareholders have agreed, INTER ALIA, on the terms and subject to the
conditions set forth in the Transaction Support Agreement, (a) to seek to obtain
the waiver from each

<PAGE>

shareholder of RTMRG of dissenters rights in respect of the First Merger and (b)
to the indemnification obligations of the RTMRG Principal Shareholders set forth
in RTMRG Merger Agreement and the restrictive covenants set forth therein;

         WHEREAS, Triarc, ARG, each of the members of RTM Acquisition Company,
L.L.C., a Georgia limited liability company ("RTMAC"), and Russell V. Umphenour,
Jr., Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, have
entered into a Membership Interest Purchase Agreement, dated as of the date
hereof (the "RTMAC PURCHASE AGREEMENT"), pursuant to which, INTER ALIA,
simultaneously with the Closing, Triarc or its assignee(s) will purchase, on the
terms and subject to the conditions set forth therein, all of the outstanding
membership interests owned by each such member (the "RTMAC PURCHASE" and,
together with the Mergers and the Asset Purchase, the "RTM TRANSACTIONS"), for
an amount in cash equal to the Aggregate Purchase Price (as defined therein) (as
used herein, the "RTMAC AGGREGATE PURCHASE PRICE");

         WHEREAS, simultaneously with, and as a condition to the obligation of
the parties hereto to effect, the Asset Purchase, Triarc, ARG, each of the RTMRG
Principal Shareholders, each of the members of RTMAC as of immediately prior to
the Closing, each of the Members, the RTM Representatives and the Escrow Agent
(as defined below) will enter into an Escrow Agreement in the form attached
hereto as ANNEX A with such changes as may be requested by the Escrow Agent (the
"ESCROW AGREEMENT"); and

         WHEREAS, simultaneously with, and as a condition to the obligation of
Acquisition Sub to consummate the transaction contemplated hereby, ARG and RTMMC
will enter into (i) a lease relating to 5995 Barfield Road, Atlanta, Georgia, on
substantially the same terms as set forth in ANNEX B and enter into an
assignment of the lease relating to 6045 Barfield Road, Atlanta, Georgia, on
substantially the same terms as set forth in ANNEX C (collectively, the "ATLANTA
OFFICE LEASES") and (ii) a Trademark License Agreement in the form attached
hereto as ANNEX D (the "TRADEMARK LICENSE AGREEMENT").

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

                                    ARTICLE I

                            TRANSFER OF THE BUSINESS;
                       PAYMENT OF AGGREGATE PURCHASE PRICE

         Section 1.01      TRANSFER OF THE BUSINESS. Except for the Excluded
Assets as provided in Section 1.02, at the Closing and with effect as of the
Closing Date, RTMMC shall sell, assign, transfer, convey and deliver to
Acquisition Sub free and clear of all Liens (other than any Permitted Liens)
(the "TRANSFER"), and Acquisition Sub shall, and Triarc shall cause Acquisition
Sub to, acquire from RTMMC, all of the right, title


                                      -2-
<PAGE>

and interest of RTMMC in and to all of the assets, properties, rights and
business of RTMMC as of the Closing Date of every kind, nature, type and
description, real, personal and mixed, tangible and intangible, wherever
located, whether known or unknown, fixed or unfixed, or otherwise, whether or
not specifically referred to in this Agreement and whether or not reflected on
the books and records of RTMMC (collectively, the "PURCHASED ASSETS"), including
the following:

         (a)      the Personal Property;

         (b)      all of RTMMC's rights under the Contracts set forth in Section
1.01(b) of the RTMMC Disclosure Letter and Contracts entered into by RTMMC in
connection with the Business after the date hereof in compliance with Section
5.01 (the "ASSUMED CONTRACTS");

         (c)      the Leasehold Interests (including security deposits) under
the Leases set forth in Section 1.01(c) of the RTMMC Disclosure Letter (the
"ASSUMED LEASES");

         (d)      the Accounts Receivable;

         (e)      the Customer Lists;

         (f)      all transferable Permits necessary to own the Purchased Assets
or operate the Business;

         (g)      the RTMMC Intellectual Property Rights and RTMMC Third-Party
Intellectual Property Rights;

         (h)      the Books and Records, except as specifically provided by
Section 1.02(a);

         (i)      all other assets listed in Section 1.01(i) of the RTMMC
Disclosure Letter;

         (j)      cash and cash equivalents on hand and in the bank accounts
listed in Section 1.01(j) of the RTMMC Disclosure Letter;

         (k)      all of RTMMC's goodwill associated with the Purchased Assets;

         (l)      all insurance benefits of RTMMC to the extent arising from or
relating to the Purchased Assets or the Assumed Liabilities;

         (m)      all Inventory;

         (n)      all prepaid expenses and other deposits related to the
Purchased Assets to the extent Acquisition Sub will receive a benefit therefrom
after the Closing;

         (o)      any RTMMC Employee Plan and any related assets;


                                      -3-
<PAGE>

         (p)      any Legal Actions of RTMMC against any third party (including
any Affiliate of RTMMC) relating to the Purchased Assets or the Assumed
Liabilities, whether choate or inchoate, known or unknown, contingent or
noncontingent.

To the extent that any of the Purchased Assets are not Transferable to
Acquisition Sub pursuant to Section 1.01, RTMMC shall, and the Members of RTMMC
shall cause RTMMC to, provide to Acquisition Sub, at Acquisition Sub's request
and at no additional cost to Acquisition Sub, any benefit under such Purchased
Assets.

         Section 1.02      EXCLUDED ASSETS. Notwithstanding the provisions of
Section 1.01, the parties acknowledge and agree that the following assets,
properties, contracts and rights of RTMMC are not included among the Purchased
Assets and are excluded from the Transfer (collectively, the "EXCLUDED ASSETS"):

         (a)      any Books and Records which (i) RTMMC is required by Law to
retain; (ii) to the extent relating to the process of the sale of the Purchased
Assets and are not otherwise used in connection with or otherwise related to the
Purchased Assets; or (iii) to the extent relating to any other Excluded Asset;
PROVIDED, HOWEVER, that from time to time upon the prior request of Acquisition
Sub, RTMMC shall provide Acquisition Sub with access to such books and records
to the extent reasonably requested by Acquisition Sub;

         (b)      any Contracts between RTMMC, on the one hand, and any of its
Affiliates (other than RTMRG or any of its Subsidiaries or RTMAC or any of its
Subsidiaries), on the other hand;

         (c)      all insurance benefits of RTMMC to the extent relating to any
of the Excluded Assets or Excluded Liabilities;

         (d)      any Legal Actions against any third party to the extent
relating to any Excluded Asset or Excluded Liability; and

         (e)      any Excluded Receivables and any other assets, in each case,
specifically identified in Section 1.02(e) of the RTMMC Disclosure Letter.

         Section 1.03      ASSUMPTION OF LIABILITIES. At the Closing,
Acquisition Sub shall, and Triarc shall cause Acquisition Sub to, assume the
Indebtedness for borrowed money of the Mrs. Winners Obligors included in the
Winners Indebtedness Amount and the following (and only the following)
Liabilities and obligations of RTMMC and no other Liabilities or obligations of
RTMMC (the specific Liabilities to be assumed by Acquisition Sub pursuant to
this Section 1.03 being collectively referred to as the "ASSUMED LIABILITIES"):

         (a)      all Liabilities (no matter when arising) to the extent related
to the Purchased Assets or the conduct of the Business prior to the Closing;

         (b)      all Liabilities to the extent reflected in the RTM Closing Net
Liabilities;


                                      -4-
<PAGE>

         (c)      all Liabilities owed to RTMRG or any of its Subsidiaries or
RTMAC or any of its Subsidiaries; and

         (d)      all Liabilities in respect of the Indebtedness set forth on
Section 1.03(d) of the RTMMC Disclosure Letter.

         Section 1.04      LIABILITIES NOT ASSUMED BY ACQUISITION SUB.
Notwithstanding anything to the contrary in this Agreement, Acquisition Sub
shall not assume, or in any way be liable or responsible for any, and RTMMC
shall pay, perform and discharge on a timely basis when due, all of its
obligations and Liabilities, except for the Assumed Liabilities (the "EXCLUDED
LIABILITIES"). Without limiting the generality of the foregoing, Excluded
Liabilities shall include the following obligations and Liabilities of RTMMC:

         (a)      except for Expenses, any Liability or obligation of RTMMC
arising out of or in connection with the negotiation and preparation of any of
this Agreement, the Ancillary Agreements or the consummation and performance of
the transactions contemplated hereby or thereby, including any Liability for
Taxes so arising (except as otherwise provided in Section 1.04(b) or Section
7.07);

         (b)      except as provided in Section 7.07 or to the extent of any
Liability for Taxes specifically identified in the RTM Closing Net Liabilities
(excluding any reserve for deferred taxes established to reflect timing
differences between book and Tax income), any Liability, obligation or expense
of any kind or nature relating to Taxes of RTMMC or any of its direct or
indirect members, or, with respect to the Purchased Assets or the Assumed
Liabilities, Taxes for any period or portion thereof ending on or before the
Closing Date (including any Liability, obligation or expense pursuant to any tax
sharing agreement, tax indemnification or similar arrangement), and any Taxes
attributable to the RTMMC Transactions;

         (c)      any Liability with respect to any RTMMC Employee (i) who does
not accept an offer of employment from ARG or any of its Subsidiaries made in
accordance with Section 6.08 or (ii) to whom an offer of employment is not made
pursuant to Section 6.08(b);

         (d)      except to the extent of any Liability therefor included in the
RTM Closing Net Liabilities, any Liability of RTMMC to any of its directors,
officers, employees, members or Affiliates (other than to the extent arising in
respect of the period after the Closing pursuant to employment arrangements
expressly assumed by ARG or its Subsidiaries);

         (e)      any Liability of RTMMC arising out of or relating to any Legal
Action to which RTMMC is or was a party to the extent relating to any Excluded
Asset or any other Excluded Liability;

         (f)      except for the Indebtedness set forth in Section 7.16 of the
RTMRG Disclosure Letter, any Liability of RTMMC arising out of or relating to
(i) any


                                      -5-
<PAGE>

RTMMC Related Party Arrangement or (ii) the business, operations, properties or
assets of any RTM Related Entity, including any guaranties, leases or subleases
by RTMMC of real property currently or formerly used as a Mrs. Winners or Lees
restaurant and not currently used in the Business;

         (g)      except for any Liability included in the RTM Closing Net
Liabilities, any Liability or obligation of RTMMC arising out of matters that
constitute a breach of Section 2.14;

         (h)      any Liability of RTMMC under this Agreement or any of the
Ancillary Agreements; and

         (i)      any Liability under any Contracts or pledges identified (or
that should have been described) on Section 2.12(a)(xviii) of the RTMMC
Disclosure Letter.

         Section 1.05      SALE AND PURCHASE OF THE PURCHASED ASSETS. At the
Closing provided for in Section 1.06, upon the terms and subject to the
conditions of this Agreement and in reliance upon the representations,
warranties and agreements contained herein, RTMMC shall Transfer to Acquisition
Sub, and Acquisition Sub shall, and Triarc shall cause Acquisition Sub to,
purchase from RTMMC, the Purchased Assets for an aggregate purchase price in an
amount in cash equal to $10.00 (such amount of cash being the "AGGREGATE
PURCHASE PRICE") to be paid in accordance with Section 1.07.

         Section 1.06      CLOSING. Subject to the satisfaction or waiver of all
of the conditions to closing contained in Article VIII, the closing of the Asset
Purchase (the "CLOSING") shall take place (a) at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New
York, at 10:00 a.m. on the third Business Day after the day on which the last of
those conditions (other than any conditions, including the consummation of the
Mergers and the RTMAC Purchase, that by their nature are to be satisfied at the
Closing) is satisfied or waived in accordance with this Agreement or (b) at such
other place and time or on such other date as Acquisition Sub and the RTM
Representatives may agree in writing. The date on which the Closing occurs is
referred to as the "CLOSING DATE." Immediately after the Closing, Triarc shall
contribute, or cause to be contributed, all of the membership interests in
Acquisition Sub to ARG.

         Section 1.07      PAYMENT OF AGGREGATE PURCHASE PRICE. At the Closing,
Acquisition Sub shall, and Triarc shall cause Acquisition Sub to, pay to RTMMC
the Aggregate Purchase Price by wire transfer of immediately available funds to
an account designated by RTMMC in writing to Triarc not less than five Business
Days prior to the Closing.


                                      -6-
<PAGE>

                                   ARTICLE II

             REPRESENTATIONS AND WARRANTIES OF RTMMC AND THE MEMBERS

         Except as otherwise set forth in the disclosure letter delivered on or
prior to the date of this Agreement by RTMMC and the Members to Triarc (the
"RTMMC DISCLOSURE LETTER"), which RTMMC Disclosure Letter is arranged in
Sections corresponding to the Sections of this Agreement, RTMMC and the Members,
jointly and severally, represent and warrant to Triarc, ARG and Acquisition Sub
that:

         Section 2.01      ORGANIZATION AND QUALIFICATION OF RTMMC. RTMMC is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Georgia, and has the limited liability company
power and authority to own or lease the Purchased Assets and to carry on the
Business substantially as it is being conducted on the date hereof. RTMMC is
duly qualified and licensed to do business and is in good standing in each
jurisdiction where the ownership or operation of the Purchased Assets or the
conduct of the Business requires such qualification, except where the failure to
be so qualified or in good standing has not had and could not reasonably be
expected to have, individually or in the aggregate, an RTMMC Material Adverse
Effect. RTMMC has made available to Triarc correct and complete copies of the
articles of organization and operating agreement of RTMMC (as amended to the
date hereof).

         Section 2.02      AUTHORIZATION OF RTMMC; ENFORCEABILITY. RTMMC has all
requisite limited liability company power and authority, and has taken all
limited liability company action necessary in order to execute, deliver and
perform its obligations under this Agreement and each of the Ancillary
Agreements to which it is a party and to consummate the transactions
contemplated by this Agreement and each such Ancillary Agreement. Each of the
Ancillary Agreements to which it is a party have been duly executed and
delivered by RTMMC and constitute the legal, valid and binding obligation of
RTMMC, enforceable in accordance with their respective 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.

         Section 2.03      MEMBERSHIP INTERESTS. The Members are the only
members of RTMMC. No other membership or other ownership interest of RTMMC is
authorized and outstanding.

         Section 2.04      SUBSIDIARIES. RTMMC does not directly or indirectly
own any Subsidiary. Section 2.04 of the RTMMC Disclosure Letter sets forth all
interests (the "INVESTMENTS") of RTMMC, listing the name of such Person, the
type of entity, jurisdiction of organization and the number and class, amount
and/or series of debt or equity interests of such Persons held by RTMMC, its
Subsidiaries and each other holder of any equity or other ownership interest in
such Person. RTMMC has good and valid title, free and clear of any Liens, to the
Investments.

         Section 2.05      GOVERNMENTAL AUTHORIZATIONS. The execution, delivery
and performance by RTMMC of this Agreement and each of the Ancillary Agreements
to


                                      -7-
<PAGE>

which it is a party do not, and the consummation by RTMMC of the transactions
contemplated hereby and thereby will not, require any consent, approval or other
authorization of, or filing with or notification to, any Governmental Entity,
other than:

         (a)      the filing of the First Certificate of Merger with the
Secretary of State of the State of Georgia and the Second Certificate of Merger
with the Secretaries of State of the States of Delaware and Georgia;

         (b)      the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)      the pre-merger notification required under the HSR Act.

         Section 2.06      NON CONTRAVENTION. Except with respect to Contracts
to be satisfied in full or terminated in connection with the Debt Refinancings,
the execution, delivery and performance by RTMMC of this Agreement and each of
the Ancillary Agreements to which it is a party do not, and the consummation by
RTMMC of the transactions contemplated hereby and thereby will not (a)
contravene, conflict with, or result in any violation or breach of, the articles
of organization or the operating agreement of RTMMC, (b) contravene or conflict
with, or result in any violation or breach of, in any material respect, any
Laws, Orders or Permits applicable to RTMMC or by which any of the Purchased
Assets are bound, assuming that all consents, approvals, authorizations, filings
and notifications described in Section 2.05, Section 3.03 and Section 4.03 have
been obtained or made, (c) result in any violation or breach of, or constitute a
default (with or without notice or lapse of time or both) under, (x) any RTMMC
Material Contract or (y) any other Contract to which RTMMC is a party or by
which any of the Purchased Assets are bound, other than in the case of this
clause (y) any such violation, breach or default that would not reasonably be
expected to be, individually or in the aggregate, material to RTMMC, (d) require
any consent, approval or other authorization of, or filing with or notification
to, any Person under (x) any RTMMC Material Contract or (y) any other Contract
to which RTMMC is a party or by which any of the Purchased Assets are bound,
other than in the case of this clause (y) any such consent, approval,
authorization, filing or notification that, if not obtained or made, would not
reasonably be expected to be, individually or in the aggregate, material to
RTMMC; (e) give rise to any termination, cancellation, amendment, modification
or acceleration of any rights or obligations under (x) any RTMMC Material
Contract or (y) any other Contract to which RTMMC is a party or by which any of
the Purchased Assets are bound, other than in the case of this clause (y) any
such termination, cancellation, amendment, modification or acceleration that
would not reasonably be expected to be, individually or in the aggregate,
material to RTMMC or (f) cause the creation or imposition of any Liens (other
than Permitted Liens) on the Purchased Assets.


                                      -8-
<PAGE>

         Section 2.07      RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL
CONTROLS; INDEBTEDNESS.

         (a)      Section 2.07(a) of the RTMMC Disclosure Letter sets forth the
following combined financial statements of the RTM Parties and their
Subsidiaries (collectively, the "RESTATED COMBINED RTM FINANCIAL STATEMENTS"):
(i) the restated audited combined balance sheets as of May 30, 2004 and May 25,
2005 and statements of income, net capital deficiency and cash flows for the
fiscal years ended May 30, 2004, May 25, 2003 and May 26, 2002, for the RTM
Parties and their Subsidiaries (such statements, together with the footnotes
related thereto, being the "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS")
and (ii) the restated unaudited combined balance sheets as of March 6, 2005 and
May 30, 2004 and statements of income and retained earnings for the 40 weeks
ended March 6, 2005 and February 29, 2004 for the RTM Parties and their
Subsidiaries (such statements being the "RESTATED COMBINED RTM UNAUDITED
FINANCIAL STATEMENTS"). The Restated Combined RTM Financial Statements (x) were
prepared in accordance with GAAP applied on a consistent basis (except as may be
indicated in the notes to the Restated Combined RTM Financial Statements and
except for the absence of footnotes in the case of the Restated Combined RTM
Unaudited Financial Statements); and (y) fairly present, in all material
respects, the combined financial position of the RTM Parties and their
Subsidiaries as of the dates thereof and their combined results of operations
and cash flows for the periods then ended (subject, in the case of the Restated
Combined RTM Unaudited Financial Statements, to normal year-end adjustments).

         (b)      RTMMC maintains accurate books and records reflecting its
assets and liabilities and maintains proper and adequate internal accounting
controls which provide assurance that (i) transactions are executed with
management's authorization; (ii) transactions are recorded as necessary to
permit preparation of the financial statements of RTMMC and to maintain
accountability for the assets of RTMMC; (iii) access to the assets of RTMMC is
permitted only in accordance with management's authorization; (iv) the reporting
of the assets of RTMMC is compared with existing assets at regular intervals;
and (v) accounts, notes and other receivables and inventory are recorded
accurately, and proper and adequate procedures are implemented to effect the
collection thereof on a current and timely basis. RTMMC has heretofore made
available to Triarc a true, complete and correct copy of any disclosure (or, if
unwritten, a summary thereof) by any Representative of RTMMC to RTMMC's
independent auditors relating to (x) any significant deficiencies in the design
or operation of internal controls which could adversely affect the ability of
RTMMC to record, process, summarize and report financial data and any material
weaknesses in internal controls and (y) any fraud, whether or not material, that
involves management or other employees who have a significant role in the
internal control over financial reporting of RTMMC.

         (c)      Section 2.07(c) of the RTMMC Disclosure Letter sets forth a
true and correct list of all Indebtedness of RTMMC (which Section may be updated
by RTMMC and the Members prior to the Closing Date to reflect (x) any additions
or deletions thereto after the date hereof in compliance with Section 5.01 and
(y) payments of principal and interest and accrual of interest on such
Indebtedness during the period


                                      -9-
<PAGE>

from the date hereof through the Closing Date). The aggregate amount of
prepayment penalties, premiums, make wholes, breakage and other costs and
expenses payable to the lenders as such of all such Indebtedness solely on
account of the repayment of such Indebtedness in the Debt Refinancings will not
exceed $20 million. Section 2.07(c) of the RTMMC Disclosure Letter specifically
identifies all Indebtedness of RTMMC or included in the Winners Indebtedness
Amount that constitutes RTM Non-Prepayable Debt. All Indebtedness of the RTM
Parties and their Subsidiaries and the Mrs. Winners Obligors, other than the RTM
Non-Prepayable Debt, is permitted by its terms to be prepaid or the holder
thereof has consented in writing (which consent is in full force and effect) to
being prepaid, in connection with the Debt Refinancings.

         Section 2.08      ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the
extent relating to the transactions contemplated by this Agreement, since May
30, 2004 (i) RTMMC has in all material respects conducted the Business in the
ordinary course of business consistent with past practice and (ii) there has not
occurred any event, and there does not exist any condition or set of
circumstances, that has had or could reasonably be expected to have,
individually or in the aggregate, an RTM Material Adverse Effect.

         Section 2.09      ABSENCE OF UNDISCLOSED LIABILITIES. RTMMC does not
have any material Liabilities relating to the Purchased Assets, except for (i)
Liabilities set forth in the Restated Combined RTM Financial Statements, (ii)
Liabilities which have arisen after May 30, 2004 in the ordinary course of
business consistent with past practice or in compliance with Section 5.01, (iii)
Liabilities set forth in Section 2.09 of the RTMMC Disclosure Letter and (iv)
Liabilities that are (A) the subject of any other representation or warranty
contained in this Article II and are specifically disclosed pursuant to such
representation or warranty or are not required to be disclosed because such
other representation or warranty is limited or qualified with respect to dollar
amount, Knowledge of RTMMC or materiality or (B) taken into account in the
determination of the RTM Estimated Net Liabilities or RTM Closing Net
Liabilities.

         Section 2.10      COMPLIANCE WITH LAWS; PERMITS. Since December 31,
2001, except for matters specifically addressed by Section 2.15 (last sentence
only) or Section 2.16, (i) RTMMC has conducted the Business in compliance in all
material respects with applicable Law; and (ii) RTMMC has not received any
notice or other communication (whether oral or written) from any Governmental
Entity or any other Person regarding any actual, alleged, possible, or potential
failure to comply in any material respect with any applicable Laws.

         (a)      RTMMC holds all material Permits issued or provided by
Governmental Entities under all Laws, which are necessary for it to own the
Purchased Assets as currently conducted (the "RTMMC PERMITS"). There have been
no material misstatements or omissions in connection with any RTMMC Permit that,
individually or in the aggregate, would be reasonably likely to result in the
revocation, nonrenewal, suspension or adverse modification of such RTMMC Permit
except for such revocations, non-renewals, suspensions or adverse modifications
that have not been and would not reasonably be expected to be, individually or
in the aggregate, material to RTMMC. There is not pending, nor to the Knowledge
of RTMMC, threatened, against RTMMC,


                                      -10-
<PAGE>

any application, action, petition, objection or other pleading, or any
proceeding, with any Governmental Entity which questions or contests the
validity of, or any rights of the holder under, or nonrenewal or suspension of
any RTMMC Permit.

         Section 2.11      LEGAL ACTIONS. Section 2.11 of the RTMMC Disclosure
Letter sets forth a true and complete list of all Legal Actions pending or, to
the Knowledge of RTMMC, threatened against (a) RTMMC or (b) any director,
officer or employee of RTMMC or other Person for whom RTMMC may be liable, other
than in the case of clause (a) or (b) any such Legal Actions commenced or, to
the Knowledge of RTMMC, threatened after the date of this Agreement and prior to
the Closing Date that have not resulted in and would not reasonably be expected
to result in, individually or in the aggregate, (x) Losses to RTMMC in excess of
$1 million or (y) RTMMC being bound by any material restriction (other than
customary confidentiality restrictions). RTMMC is not subject to or bound by any
outstanding Order that is material to RTMMC.

         Section 2.12      CONTRACTS.

         (a)      Section 2.12(a) of the RTMMC Disclosure Letter lists the
following Contracts to which RTMMC is a party and which are outstanding (which
Section may be updated by RTMMC and the Members prior to the Closing Date to
reflect any additions or deletions thereto after the date hereof in compliance
with Section 5.01) (collectively, the "RTMMC MATERIAL CONTRACTS"):

                  (i)      any Contract expressly requiring capital expenditures
involving consideration in excess of $50,000 in any twelve month period;

                  (ii)     any Contract which restricts or limits, in any
material respect, the ability of RTMMC to freely engage in any aspect of the
quick service restaurant business whether as franchisor or owner/operator, or to
employ any individuals (other than any confidentiality agreement entered into in
connection with a potential acquisition containing any such restriction or
limitation to employ any individuals);

                  (iii)    any collective bargaining agreement;

                  (iv)     any Contract which involved payments from RTMMC of
more than $250,000 to any Person supplying food or paper products or
distribution services to any of the RTM Parties or any of their Subsidiaries
during the twelve-month period ended May 30, 2004;

                  (v)      any Contract which involved payments from RTMMC of
more than $100,000 to any Person supplying advertising services or marketing
services or materials to any of the RTM Parties or any of their Subsidiaries
during the twelve-month period ended May 30, 2004;

                  (vi)     any Contract which involved payments to RTMMC of more
than $100,000 from any Person supplying beverage products to any of the RTM
Parties or any of their Subsidiaries during the twelve-month period ended May
30, 2004;


                                      -11-
<PAGE>

                  (vii)    any Contract relating to the management or control of
any Affiliate of RTMMC, including any of the RTM Related Entities or the other
RTM Parties or their Subsidiaries;

                  (viii)   any Contract relating to the employment of any
employee, and any Contract pursuant to which RTMMC is or may become obligated to
make any severance, termination, bonus or relocation payment or any other
payment (other than payments in respect of salary) in excess of $125,000, to any
current or former employee, officer or director;

                  (ix)     any Contract which provides for indemnification by
RTMMC of (A) any officer, director or employee of any of the RTM Parties or any
of their Subsidiaries or (B) any agent of the RTM Parties or any of their
Subsidiaries or any other Person that, in the case of this clause (B), has
resulted in or would reasonably be expected to result in, individually or in the
aggregate, material Liabilities to RTMMC;

                  (x)      any Contract relating to any Indebtedness,
guarantying the performance of any Person or guarantying any Indebtedness;

                  (xi)     any Contract involving a purchase price of $50,000 or
more under which the closing of the transactions contemplated thereby has not
occurred or under which there remains outstanding obligations and which relates
to the acquisition by RTMMC of any operating business or the capital stock or
other equity securities of any other Person, or the sale by RTMMC of any
operating business or the capital stock or other equity securities of any former
Subsidiary of RTMMC;

                  (xii)    any partnership or joint venture agreement or other
Contract involving a sharing of profits, losses, costs or Liabilities with any
other Person;

                  (xiii)   any Contract under which RTMMC uses or occupies or
has the right to use or occupy any real property (collectively, the "RTMMC REAL
PROPERTY LEASES") (and Section 2.12(a)(xiii) of the RTMMC Disclosure Letter sets
forth a true and complete summary of the following terms of each such RTMMC Real
Property Lease: (1) the lessee; (2) the unit number; (3) the monthly rental
rate; (4) the monthly operating expenses payable to the landlord; (5) the
monthly rental taxes; (6) the commencement date and the termination date; (7)
any assignment or change in control provisions; and (8) any guaranty by a Person
other than an RTM Party or their Subsidiaries);

                  (xiv)    any Contract under which RTMMC grants to any Person
or Persons the right of use or occupancy to any portion of any parcel of RTMMC
Real Property (collectively, the "RTMMC LEASES") (and Section 2.12(a)(xiv) of
the RTMMC Disclosure Letter sets forth a true an d complete summary of the
following terms of each such RTMMC lease: (1) the sublessee; (2) the unit
number; (3) the monthly rental rate; (4) the monthly operating expenses payable
to the sublessor; (5) the monthly rental taxes; (6) the commencement date and
the termination date; and (7) any guaranty by an RTM Party or their
Subsidiaries);


                                      -12-
<PAGE>

                  (xv)     any Contract under which the closing of the
transactions contemplated thereby has not occurred relating to the acquisition
or sale by RTMMC of one or more parcels of real property, the aggregate purchase
price of which exceeds $50,000;

                  (xvi)    any Contract under which the closing of the
transactions contemplated thereby has not occurred relating to the construction
by RTMMC of one or more new Restaurants, the estimated costs under which exceed
$50,000 in the aggregate;

                  (xvii)   any Contract entered into out of the ordinary course
of business, including any Contract entered into in connection with any
settlement of any claim, action, suit, demand, proceeding, investigation or
dispute, involving payments by RTMMC in excess of $50,000 or any unfulfilled or
pending non-payment obligations of RTMMC; and

                  (xviii)  any Contract or pledge pursuant to which RTMMC has
committed or undertaken to make any charitable contribution with an unfulfilled
amount in excess of $50,000 individually or $250,000 in the aggregate.

         (b)      Each RTMMC Material Contract is valid, binding, in full force
and effect and enforceable in accordance with its terms against RTMMC and, to
the Knowledge of RTMMC, against any other party thereto. RTMMC and, to the
Knowledge of RTMMC, each other party thereto, is not in material breach or
material default under any RTMMC Material Contract and to the Knowledge of
RTMMC, no event has occurred or condition or set of circumstances exists which,
with or without notice or lapse of time or both, would constitute a material
breach or material default, or permit termination, modification or acceleration,
under any RTMMC Material Contract by any party thereto.

         Section 2.13      TAX MATTERS.

         (a)      All material Tax Returns required to be filed by or with
respect to RTMMC have been properly prepared and timely filed (including all
applicable extensions), and all such Tax Returns (including information provided
therewith or with respect thereto) are true, complete and correct in all
material respects.

         (b)      RTMMC has fully and timely paid all material Taxes owed by
RTMMC (whether or not shown on any Tax Return), and has made adequate provision
for any such Taxes that are not yet due and payable, for all taxable periods, or
portions thereof, ending on or before the date hereof.

         (c)      There are no outstanding agreements extending or waiving the
statutory period of limitations applicable to any claim for, or the period for
the collection or assessment or reassessment of, Taxes due from RTMMC for any
taxable period and no written request for any such waiver or extension is
currently pending.

         (d)      No audit or other proceeding by any Governmental Entity is
pending, no Governmental Entity has given written notice of any intention to
commence


                                      -13-
<PAGE>

an audit or other proceeding, or assert any deficiency or claim for additional
Taxes against RTMMC, and no claim in writing has been made by any Governmental
Entity in a jurisdiction where RTMMC does not file Tax Returns with respect to a
particular Tax that it is or may be subject to taxation by that jurisdiction
with respect to such Tax.

         (e)      There are no Liens for Taxes upon the Purchased Assets, except
for statutory Liens for current Taxes not yet due.

         (f)      None of the Purchased Assets: (i) is property required to be
treated as being owned by another Person pursuant to the provisions of Section
168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, (ii)
constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of
the Code or (iii) is "tax-exempt bond financed property" within the meaning of
Section 168(g)(5) of the Code.

         (g)      The adjusted tax basis of each note, receivable or other
obligation among any of RTMMC, its direct or indirect members, and its
Affiliates equals the principal amount of such note, receivable or obligation
(including any accrued but unpaid interest).

         Section 2.14      EMPLOYEE BENEFITS.

         (a)      Except for severance agreements under which the remaining
aggregate payments to the applicable former employee are less than $125,000,
RTMMC does not maintain or contribute to or have any obligation to maintain or
contribute to, or have any direct or indirect Liability with respect to any
plan, program, arrangement or agreement that is a pension, profit-sharing,
savings, retirement, employment, consulting, severance pay, termination,
executive compensation, incentive compensation, deferred compensation, bonus,
stock purchase, stock option, phantom stock or other equity-based compensation,
change-in-control, retention, salary continuation, vacation, sick leave,
disability, death benefit, group insurance, hospitalization, medical, dental,
life (including all individual life insurance policies as to which RTMMC is the
owner, the beneficiary, or both), Code Section 125 "cafeteria" or "flexible"
benefit, employee loan, educational assistance, fringe benefit plan, whether
written or oral, including, without limitation, any (i) "employee benefit plan"
within the meaning of Section 3(3) of ERISA or (ii) other employee benefit
plans, agreements, programs, policies, arrangements or payroll practices,
whether or not subject to ERISA (including any funding mechanism therefor now in
effect or required in the future as a result of the transaction contemplated by
this Agreement or otherwise) under which any current or former employee,
director, officer, leased employee or agent (or their beneficiaries) of RTMMC
has any present or future right to benefits (each such plan, program,
arrangement or agreement set forth in such Section being individually, an "RTMMC
EMPLOYEE PLAN," and collectively, the "RTMMC EMPLOYEE PLANS"). All references to
"RTMMC" in this Section 2.14 shall refer to RTMMC and any employer that would be
considered a single employer with RTMMC under Sections 414(b), (c), (m) or (o)
of the Code.


                                      -14-
<PAGE>

         (b)      RTMMC does not maintain, contribute to or have any Liability
with respect to, and has not within the preceding six years maintained,
contributed to or had any Liability with respect to, any RTMMC Employee Plan
that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the
Code, (ii) maintained by more than one employer within the meaning of Section
413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a
"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA, (v) a
"multiple employer welfare arrangement" as defined in Section 3(40) of ERISA,
(vi) maintained outside the jurisdiction of the United States, or (vii) an
"employee pension benefit plan" within the meaning of Section 3(2) of ERISA and
that is not intended to be qualified under Section 401(a) of the Code.

         (c)      (i) Each RTMMC Employee Plan has been established and
administered in all material respects in accordance with its terms and in
compliance with the applicable provisions of ERISA, the Code and all other
applicable Laws; (ii) with respect to each RTMMC Employee Plan, all reports,
returns, notices and other documentation that are required to have been filed
with or furnished to the IRS, the DOL or any other Governmental Entity, or to
the participants or beneficiaries of such RTMMC Employee Plan have been filed or
furnished on a timely basis; (iii) each RTMMC Employee Plan that is intended to
be qualified within the meaning of Section 401(a) of the Code is so qualified
and has received a favorable determination letter from the IRS to the effect
that the RTMMC Employee Plan satisfies the requirements of Section 401(a) of the
Code and that its related trust is exempt from taxation under Section 501(a) of
the Code and, to the Knowledge of RTMMC, there are no facts or circumstances
that could reasonably be expected to cause the loss of such qualification or the
imposition of any material Liability, penalty or Tax under ERISA, the Code or
any other applicable Laws; (iv) other than routine claims for benefits, no Liens
or Legal Actions to or by any Person or Governmental Entity have been filed
against any RTMMC Employee Plan or RTMMC with respect to any RTMMC Employee Plan
or, to the Knowledge of RTMMC, against any other Person and, to the Knowledge of
RTMMC, no such Liens or Legal Actions are contemplated or threatened with
respect to any RTMMC Employee Plan; (v) no individual who has performed services
for RTMMC has been improperly excluded from participation in any RTMMC Employee
Plan; and (vi) there are no audits or proceedings initiated pursuant to the
Employee Plans Compliance Resolution System or similar proceedings pending with
the IRS or the DOL with respect to any RTMMC Employee Plan.

         (d)      Neither RTMMC nor, to the Knowledge of RTMMC, any other "party
in interest" or "disqualified person" with respect to any RTMMC Employee Plan
has engaged in a non-exempt "prohibited transaction" within the meaning of
Section 406 of ERISA or Section 4975 of the Code involving such RTMMC Employee
Plan. To the Knowledge of RTMMC, no fiduciary has any Liability for breach of
fiduciary duty or any other failure to act or comply with the requirements of
ERISA, the Code or any other applicable Laws in connection with the
administration or investment of the assets of any RTMMC Employee Plan.

         (e)      All Liabilities or expenses of RTMMC in respect of any RTMMC
Employee Plan (including workers compensation) which have not been paid, have
been


                                      -15-
<PAGE>

properly accrued on the Restated Combined RTM Unaudited Financial Statements in
compliance with GAAP. All contributions (including all employer contributions
and employee salary reduction contributions) or premium payments required to
have been made under the terms of any RTMMC Employee Plan, or in accordance with
applicable Law, as of the date hereof have been timely made or reflected on the
Restated Combined RTM Unaudited Financial Statements in accordance with GAAP.

         (f)      Neither RTMMC nor any organization to which RTMMC is a
successor or parent corporation, within the meaning of Section 4069(b) of ERISA,
has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

         (g)      RTMMC has no obligation to provide or make available
post-employment welfare benefits or welfare benefit coverage for any employee or
former employee, except as may be required under COBRA, and at the sole expense
of the employee or former employee.

         (h)      Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (either alone or in
combination with another event) (i) result in any payment becoming due, or
increase the amount of any compensation due, to any current or former employee
of RTMMC; (ii) increase any benefits otherwise payable under any RTMMC Employee
Plan; (iii) result in the acceleration of the time of payment or vesting of any
such compensation or benefits; or (iv) result in the payment of any amount that
could, individually or in combination with any other such payment, constitute an
"excess parachute payment," as defined in Section 280G(b)(1) of the Code.

         (i)      RTMMC has no plan, Contract or commitment, whether legally
binding or not, to create any additional employee benefit or compensation plans,
policies or arrangements or, except as may be required by Law, to modify any
RTMMC Employee Plan.

         (j)      There are no reserves, assets, surpluses or prepaid premiums
with respect to any "welfare plan" (as defined in Section 3(1) of ERISA) that
are disclosed in Section 2.14(a) of the RTMMC Disclosure Letter.

         (k)      RTMMC has not incurred any Liability or obligation under WARN
or any similar state or local Law within the last six months which remains
unsatisfied.

         (l)      RTMMC has no direct or indirect material Liability with
respect to any misclassification of any Person as an independent contractor
rather than as an employee, or with respect to any employee leased from another
employer.

         (m)      RTMMC has made available to Triarc with respect to each RTMMC
Employee Plan (other than severance agreements under which the aggregate
remaining payments to the applicable former employee are less than $125,000), a
true, correct and complete copy (or, to the extent no such copy exists, an
accurate description) thereof and, to the extent applicable: (i) the most recent
documents constituting the


                                      -16-
<PAGE>

RTMMC Employee Plan and all amendments thereto, (ii) any related trust agreement
or other funding instrument; (iii) the most recent IRS determination letter;
(iv) the most recent summary plan description and summary of material
modifications; (v) the three most recent (A) Forms 5500 and attached schedules,
and (B) audited financial statements; (vi) for the last three years, all
correspondence with the IRS, the DOL and any other Governmental Entity regarding
the operation or the administration of any RTMMC Employee Plan; and (vii) any
other documents in respect of an RTMMC Employee Plan reasonably requested by
Triarc.

         Section 2.15      LABOR MATTERS. RTMMC is not the subject of, nor, to
the Knowledge of RTMMC, is there threatened, any material claim asserting that
RTMMC has committed an unfair labor practice with respect to RTMMC Employees
located in the United States, nor is there pending or, to the Knowledge of
RTMMC, threatened, nor has there been since December 31, 2001, any organized
effort or demand for recognition by any labor organization or any labor dispute
or slow-down that is material to the operations of RTMMC. There is not pending,
nor, to the Knowledge of RTMMC, is there threatened any material labor strike,
walk-out, work stoppage or lockout with respect to RTMMC Employees. RTMMC is,
and since December 31, 2001 has been, in compliance in all material respects
with all applicable foreign, federal, state and local Laws respecting
employment, employment of minors, employment practices, terms and conditions of
employment, withholding and wages and hours. RTMMC does not have any employees
who spend more than 25% of their work week for matters related to any RTM
Related Entity.

         Section 2.16      ENVIRONMENTAL MATTERS. (i) RTMMC is not, and since
December 31, 2001 has not been, in violation in any material respect of any
applicable Environmental Law; (ii) since December 31, 2001, RTMMC has not
received any written notice, demand, claim or request for information from any
Governmental Entity alleging the violation in any material respect of or any
material Liability under any applicable Environmental Law in connection with the
ownership of the Purchased Assets; (iii) RTMMC is not the subject of any Order
arising under any Environmental Law; and (iv) to the Knowledge of RTMMC, there
are no events, conditions or circumstances reasonably likely to result in any
material Liability under Environmental Laws in connection with the ownership of
the Purchased Assets.

         Section 2.17      INTELLECTUAL PROPERTY.

         (a)      RTMMC owns, is licensed under, or otherwise possesses legally
enforceable rights to use all patents, trade secrets, inventions, trademarks,
trade names, service marks, trade dress rights, Internet domain names,
copyrights, and any applications and registrations therefor, technology,
know-how, computer software programs or applications, and tangible or intangible
proprietary information or materials that are used in and material to the
Business as currently conducted; PROVIDED, that no representation or warranty is
being made under this Agreement with respect to the compliance by ARG or its
applicable Subsidiary with any Contracts pursuant to which ARG or its applicable
Subsidiary licenses the RTMMC Third-Party Intellectual Property Rights to RTMMC
or the sufficiency of any such Contract to grant valid rights to such RTMMC
Third-Party


                                      -17-
<PAGE>

Intellectual Property Rights. Section 2.17(a) of the RTMMC Disclosure Letter
sets forth all material United States patents, patent applications, trademark,
service mark and copyright applications and registrations, and Internet domain
name registrations owned by RTMMC.

         (b)      RTMMC is not, nor will it be as a result of the execution and
delivery by RTMMC or the Members of this Agreement or the performance by RTMMC
or the Members of their obligations hereunder, in violation in any material
respect of any material licenses, sublicenses or other agreements as to which
RTMMC is a party and pursuant to which RTMMC is authorized to use any
third-party patents, inventions, trademarks, trade names, service marks, trade
dress rights, Internet domain names, copyrights, trade secrets or other
intellectual property rights in connection with the Purchased Assets
(collectively, "RTMMC THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS").

         (c)      No claims with respect to (i) the right of RTMMC to use or to
sell, license or make available to any Person any of RTMMC's products or
services, or any of the patents, patent applications, registered and material
unregistered trademarks, trade names, service marks, registered copyrights, and
any applications therefor or trade secrets owned by RTMMC (collectively, the
"RTMMC INTELLECTUAL PROPERTY RIGHTS"); or (ii) RTMMC Third-Party Intellectual
Property Rights are, to the Knowledge of RTMMC, currently pending or threatened
by any Person against RTMMC, that if adversely determined could be material to
the ownership or use of the Purchased Assets; PROVIDED, that no representation
or warranty is being made with respect to claims made against ARG or any of its
Subsidiaries of which RTMMC does not have Knowledge.

         (d)      RTMMC has taken all necessary actions to maintain and protect
the RTMMC Intellectual Property Rights.

         (e)      After the consummation of the transactions contemplated
herein, ARG and its Subsidiaries will own all right, title and interest in and
to, or have a valid written license to use, all RTMMC Intellectual Property and
all RTMMC Third-Party Intellectual Property Rights on identical terms and
conditions as RTMMC enjoyed immediately prior to such transaction.

         Section 2.18      REAL PROPERTY. Section 2.18 of the RTMMC Disclosure
Letter sets forth a true, correct and complete schedule of all real property
used in connection with the operation of the Purchased Assets which is owned by,
or leased, subleased or licensed to, RTMMC, other than the Excluded Assets
(which Section may be updated by RTMMC prior to the Closing Date to reflect any
additions or deletions thereto after the date hereof in compliance with Section
5.01) (collectively, other than the Excluded Assets, the "RTMMC REAL PROPERTY").
With respect to each such parcel of RTMMC Real Property:

         (a)      RTMMC has good and marketable title to the RTMMC Real Property
owned by it and a valid leasehold interest in the RTMMC Real Property leased to
it, as the case may be, free and clear of any Liens, except for Permitted Liens;


                                      -18-
<PAGE>

         (b)      except for RTMMC Leases, there are no leases, subleases,
licenses, concessions, or other agreements entered into by RTMMC granting to any
Person or Persons the right of use or occupancy to any portion of the parcel of
any of such RTMMC Real Property;

         (c)      [intentionally omitted];

         (d)      other than the RTMMC Real Property subject to the Atlanta
Office Leases, all of the real property used by RTMMC in the conduct of its
business is included in the RTMMC Real Property, and is sufficient to operate
the Arby's quick service restaurant business as currently conducted;

         (e)      RTMMC has not received notice and, to the Knowledge of RTMMC,
there are no pending, threatened or contemplated condemnation proceeding or
proceedings affecting any of the RTMMC Real Property or any part thereof or of
any sale or other disposition of the RTMMC Real Property or any part thereof in
lieu of condemnation, in each case that, individually or in the aggregate, is,
or is reasonably likely to be, material to RTMMC; and

         (f)      no portion of any material RTMMC Real Property has suffered
any material damage by fire or other casualty which is uninsured or has not
heretofore been completely repaired and restored in full.

         Section 2.19      PURCHASED ASSETS AND PERSONAL PROPERTY. RTMMC has
good and marketable title to, or a valid and enforceable leasehold interest in,
all Purchased Assets. RTMMC's ownership of or leasehold interest in any such
Purchased Assets is not subject to any Liens, except for Permitted Liens. Except
for normal wear and tear, the Personal Property included in the Purchased Assets
is in good operating condition and in a state of reasonable maintenance and
repair.

         Section 2.20      SUFFICIENCY OF ASSETS. The RTM Parties and their
Subsidiaries taken as a whole have, and upon completion of the RTM Transactions,
ARG shall have, directly or indirectly, ownership of or rights in all of the
assets necessary to conduct the Arby's restaurant business of the RTM Parties
and their Subsidiaries in all material respects as currently conducted.

         Section 2.21      INSURANCE. RTMMC maintains (or has maintained on its
behalf), and has maintained (or has maintained on its behalf) without
interruption, policies or binders of insurance covering risks and events and in
amounts adequate for the Purchased Assets and its operations and customary in
the industry in which it operates. There are no material claims by RTMMC pending
under any of such policies or bonds in excess of $100,000 as to which coverage
has been questioned, denied or disputed by the underwriters of such policies or
bonds or in respect of which such underwriters have reserved their rights.


                                      -19-
<PAGE>

         Section 2.22      INVENTORY. The Inventory of RTMMC consists of items
which are in all material respects of a quality and quantity usable and salable
in the ordinary course of business consistent with past practice.

         Section 2.23      ACCOUNTS RECEIVABLE. All Accounts Receivable of RTMMC
that are reflected on the Restated Combined RTM Financial Statements or on the
accounting records of RTMMC as of the Closing Date represent or will represent
valid obligations arising from sales actually made or services actually
performed by RTMMC in the ordinary course of business. There is no contest,
claim, defense or right of setoff, other than returns in the ordinary course of
business of RTMMC, under any Contract with any account debtor of a material
Account Receivable relating to a material portion or validity of such Account
Receivable, other than any of the foregoing asserted after the date hereof and
where the result, individually or in the aggregate, is not and would not
reasonably be expected to be material to RTMMC.

         Section 2.24      SUPPLIERS. No supplier or distributor that is
identified with an asterisk on Section 2.12(a) of the RTMMC Disclosure Letter
has reduced or otherwise discontinued or adversely modified the terms on which
such products or services are supplied, or threatened to reduce or discontinue
or adversely modify the terms in connection with supplying such items to RTMMC,
in a manner that is or would be material to RTMMC.

         Section 2.25      TRANSACTIONS WITH AFFILIATES. Except for existing
employment agreements with RTMMC or existing RTMMC Employee Plans, RTMMC is not
a party to any Contract (other than an Excluded Asset) with any Affiliate of
RTMMC (other than any other RTM Party or any of their Subsidiaries), any
director, officer, member or employee of RTMMC or, to the Knowledge of RTMMC,
any Affiliates or Immediate Family Members of any director, officer, member or
employee of RTMMC. Section 2.25 of the RTMMC Disclosure Letter also sets forth a
true and complete list of all outstanding loans or extensions of credit (other
than travel advances made in the ordinary course of business to directors,
officers or employees) that RTMMC has made directly or indirectly to any
director, officer, member or employee of RTMMC or any of their respective
Affiliates or Immediate Family Members, providing with respect to each such loan
or extension of credit the outstanding principal amount, the interest rate and
final maturity date. Each Contract and loan or extension of credit set forth or
required to be set forth in Section 2.25 of the RTMMC Disclosure Letter is
hereinafter referred to as an "RTMMC RELATED PARTY ARRANGEMENT".

         Section 2.26      BROKERS AND FINDERS. No broker, finder or investment
banker other than TM Capital is entitled to any brokerage, finder's or other fee
or commission in connection with the RTM Transactions or the other transactions
contemplated by this Agreement or the Ancillary Agreements based upon
arrangements made by or on behalf of RTMMC or any of the Members. RTMMC has made
available to Triarc a correct and complete copy of all agreements between RTMMC
and TM Capital under which TM Capital would be entitled to any payment relating
to the RTM


                                      -20-
<PAGE>

Transactions or such other transactions, which agreements shall not be amended
or otherwise modified after the date hereof without the prior written consent of
Triarc.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

         Except as otherwise set forth in the RTMMC Disclosure Letter, which
RTMMC Disclosure Letter is arranged in Sections corresponding to the Sections of
this Agreement, each Member, severally and not jointly, represents and warrants
to Triarc, ARG and Acquisition Sub that:

         Section 3.01      MEMBERSHIP INTEREST. Such Member owns the membership
interest ascribed to such Member on SCHEDULE I hereto.

         Section 3.02      ORGANIZATION AND AUTHORITY OF SUCH MEMBER;
ENFORCEABILITY. Such Member has all requisite power and authority, and has taken
all action necessary in order to execute, deliver and perform its obligations
under this Agreement and each of the Ancillary Agreements to which it is a party
and to consummate the transactions contemplated by this Agreement and each such
Ancillary Agreement. This Agreement and each of the Ancillary Agreements to
which such Member is a party have been duly executed and delivered by such
Member and constitute the legal, valid and binding obligation of such Member,
enforceable in accordance with their respective 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.

         Section 3.03      GOVERNMENTAL AUTHORIZATIONS. The execution, delivery
and performance by such Member of this Agreement and each of the Ancillary
Agreements to which it is a party do not, and the consummation by such Member of
the transactions contemplated hereby and thereby will not, require any consent,
approval or other authorization of, or filing with or notification to, any
Governmental Entity, other than:

         (a)      the filing of the First Certificate of Merger with the
Secretary of State of the State of Georgia and the Second Certificate of Merger
with the Secretaries of State of the States of Delaware and Georgia;

         (b)      the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)      the pre-merger notification required under the HSR Act.

         Section 3.04      NON-CONTRAVENTION. Except with respect to Contracts
to be satisfied in full or terminated in connection with the Debt Refinancings,
the execution, delivery and performance by such Member of this Agreement and
each of the Ancillary


                                      -21-
<PAGE>

Agreements to which it is a party do not, and the consummation by such Member of
the transactions contemplated hereby and thereby will not (a) contravene,
conflict with, or result in any violation or breach of, the articles of
organization or operating agreement of RTMMC, (b) contravene or conflict with,
or result in any violation or breach of, in any material respect, any Laws,
Orders or Permits applicable to RTMMC or such Member or by which the Purchased
Assets are bound, assuming that all consents, approvals, authorizations, filings
and notifications described in Section 2.05, Section 3.03 and Section 4.03 have
been obtained or made, (c) result in any violation or breach of, or constitute a
default (with or without notice or lapse of time or both) under, (x) any RTMMC
Material Contract or (y) any other Contract to which RTMMC or such Member is a
party or by which any of the Purchased Assets or any of the assets of such
Member are bound, other than in the case of this clause (y) any such violation,
breach or default that would not reasonably be expected to be, individually or
in the aggregate, material to RTMMC or such Member, (d) require any consent,
approval or other authorization of, or filing with or notification to, any
Person under (x) any RTMMC Material Contract or (y) any other Contract to which
RTMMC or such Member is a party or by which any of the Purchased Assets or any
of the assets of such Member are bound, other than in the case of this clause
(y) any such consent, approval, authorization, filing or notification that, if
not obtained or made, would not reasonably be expected to be, individually or in
the aggregate, material to RTMMC or such Member, (e) give rise to any
termination, cancellation, amendment, modification or acceleration of any rights
or obligations under (x) any RTMMC Material Contract or (y) any other Contract
to which RTMMC or such Member is a party or by which any of the Purchased Assets
or any of the assets of such Member are bound, other than in the case of this
clause (y) any such termination, cancellation, amendment, modification or
acceleration that would not reasonably be expected to be, individually or in the
aggregate, material to RTMMC or such Member, or (f) cause the creation or
imposition of any Liens (other than Permitted Liens) on any of the Purchased
Assets or any material assets of such Member.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                       OF TRIARC, ARG AND ACQUISITION SUB

         Triarc, ARG and Acquisition Sub jointly and severally represent and
warrant to RTMMC and the Members as follows:

         Section 4.01      ORGANIZATION AND QUALIFICATION OF TRIARC, ARG AND
ACQUISITION SUB. Each of Triarc, ARG and Acquisition Sub is a corporation or
limited liability company duly organized, validly existing and in good standing
under the laws of Delaware, and has the corporate or limited liability company
power and authority to own or lease its assets and to carry on its business
substantially as it is being conducted on the date hereof. Each of Triarc, ARG
and Acquisition Sub is duly qualified and licensed to do business and is in good
standing in each jurisdiction where the ownership or operation of its property
and assets or the conduct of its business requires such qualification, except
where the failure to be so qualified or in good standing has not had and would
not


                                      -22-
<PAGE>

reasonably be expected to have, individually or in the aggregate, a Triarc
Material Adverse Effect. Triarc has made available to the RTM Representatives
correct and complete copies of the certificate of incorporation and bylaws of
Triarc and ARG (as amended to the date hereof).

         Section 4.02      AUTHORIZATION OF TRIARC, ARG AND ACQUISITION SUB;
ENFORCEABILITY. Each of Triarc, ARG and Acquisition Sub has all requisite
corporate or limited liability company power and authority, and has taken all
corporate or limited liability company action necessary in order to execute,
deliver and perform its obligations under this Agreement and each of the
Ancillary Agreements to which it is a party and to consummate the transactions
contemplated by this Agreement and each such Ancillary Agreement. This Agreement
and each of the Ancillary Agreements to which it is a party have been duly
executed and delivered by each of Triarc, ARG and Acquisition Sub and constitute
the legal, valid and binding obligation of each of Triarc, ARG and Acquisition
Sub, enforceable in accordance with their respective 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.

         Section 4.03      GOVERNMENTAL AUTHORIZATIONS. The execution, delivery
and performance by each of Triarc, ARG and Acquisition Sub of this Agreement and
each of the Ancillary Agreements to which it is a party do not, and the
consummation by each of Triarc, ARG and Acquisition Sub of the transactions
contemplated hereby and thereby will not, require any consent, approval or other
authorization of, or filing with or notification to, any Governmental Entity,
other than:

         (a)      the filing of the First Certificate of Merger with the
Secretary of State of the State of Georgia and the Second Certificate of Merger
with the Secretaries of State of the States of Delaware and Georgia;

         (b)      the filing with the SEC of any forms, reports, schedules,
statements and other documents that may be required under the Securities Act and
the Exchange Act in connection with this Agreement and the Registration Rights
Agreement and the transactions contemplated hereby and thereby; and

         (c)      the pre-merger notification required under the HSR Act.

         Section 4.04      NON-CONTRAVENTION. Except with respect to Contracts
to be satisfied in full or terminated in connection with the Debt Refinancings
and except as set forth in Section 4.05 of the Triarc Disclosure Letter, the
execution, delivery and performance by each of Triarc, ARG and Acquisition Sub
of this Agreement and each of the Ancillary Agreements to which it is a party do
not, and the consummation by each of Triarc, ARG and Acquisition Sub of the
transactions contemplated hereby and thereby will not (a) contravene, conflict
with, or result in any violation or breach of, the certificate of incorporation
or by-laws (or comparable organizational instruments) of any of Triarc, ARG and
Acquisition Sub, (b) contravene or conflict with, or result in any violation or
breach of, in any material respect, any Laws, Orders or Permits applicable to
Triarc or any of its Subsidiaries or by which any assets of Triarc and its
Subsidiaries are


                                      -23-
<PAGE>

bound, assuming that all consents, approvals, authorizations, filings and
notifications described in Section 2.05, Section 3.03 and Section 4.03 have been
obtained or made, (c) result in any violation or breach of, or constitute a
default (with or without notice or lapse of time or both) under, (x) any
Contract filed with the Triarc SEC Reports or (y) any other Contract to which
Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or
any of its Subsidiaries is bound, other than in the case of this clause (y) any
such violation, breach or default that would not reasonably be expected to have,
individually or in the aggregate, a Triarc Material Adverse Effect, (d) require
any consent, approval or other authorization of, or filing with or notification
to, any Person under, (x) any Contract filed with the Triarc SEC Reports or (y)
any other Contract to which Triarc or any of its Subsidiaries is a party or by
which any assets of Triarc or any of its Subsidiaries is bound, other than in
the case of this clause (y) any such consent, approval, authorization, filing or
notification that, if not obtained or made, would not reasonably be expected to
have, individually or in the aggregate, a Triarc Material Adverse Effect, (e)
give rise to any termination, cancellation, amendment, modification or
acceleration of any rights or obligations under, (x) any Contract filed with the
Triarc SEC Reports or (y) any other Contract to which Triarc or any of its
Subsidiaries is a party or by which any assets of Triarc or any of its
Subsidiaries is bound, other than in the case of this clause (y) any such
termination, cancellation, amendment, modification or acceleration that would
not reasonably be expected to have, individually or in the aggregate, a Triarc
Material Adverse Effect, or (f) cause the creation or imposition of any Liens
(other than Permitted Liens) on any material assets of any of Triarc or any of
its Subsidiaries.

         Section 4.05      BROKERS AND FINDERS. No broker, finder or investment
banker other than as set forth on Section 3.29 of the Triarc Disclosure Letter
is entitled to any brokerage, finder's or other fee or commission in connection
with the RTM Transactions or the other transactions contemplated by this
Agreement or the Ancillary Agreements based upon arrangements made by or on
behalf of Triarc or any of its Subsidiaries. Triarc has made available to the
RTM Representatives a correct and complete copy of all agreements between Triarc
and those Persons set forth on Section 3.29 of the Triarc Disclosure Letter
under which such Persons would be entitled to any payment relating to the RTM
Transactions or such other transactions, which agreements shall not have been
amended or otherwise modified after the date hereof without the prior written
consent of the RTM Representatives.

                                    ARTICLE V

                          INTERIM OPERATIONS COVENANTS

         Section 5.01      CONDUCT OF BUSINESS OF RTMMC. During the period from
the date hereof until the Closing, except as required by Law or a Governmental
Entity or as otherwise contemplated by this Agreement or the Ancillary
Agreements or taken in connection with complying with the terms of this
Agreement or the Ancillary Agreements, RTMMC shall, and the Members shall cause
RTMMC to (x) conduct its operation of the Business and the Purchased Assets only
in the ordinary course of


                                      -24-
<PAGE>

business consistent with past practice and with no less diligence and effort
than would be applied in the absence of this Agreement and (y) use its
commercially reasonable efforts to maintain and preserve intact the Business and
the Purchased Assets, to retain the services of its current officers and key
employees, and to preserve the good will of its customers, suppliers and other
Persons with whom it has business relationships. Without limiting the generality
of the foregoing, and except as otherwise contemplated by this Agreement or the
Ancillary Agreements or as set forth in Section 5.01 of the RTMMC Disclosure
Letter, (i) RTMMC shall not, and the Members shall not permit RTMMC to, without
the prior written consent of Triarc (not to be unreasonably withheld,
conditioned or delayed),and (ii) with respect to Section 5.01(p), RTMMC shall,
and the Members shall cause RTMMC to, take the actions set forth in Section
5.01(p):

         (a)      ORGANIZATION DOCUMENTS. Amend its articles of organization or
operating agreement;

         (b)      DIVIDENDS. Make, declare or pay any dividend or distribution
on its membership interests or similar equity interests, other than (i)
distributions to members in an amount equal to their aggregate liability for
income Taxes based on the operations of RTMMC, as reasonably determined by
RTMMC, (ii) 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), after taking into account any distributions described in clause (i)
that have been made or are expected to be made prior to Closing would not
reasonably be expected to result in the Net Liabilities of the RTM Parties and
their Subsidiaries being more than the RTM Benchmark as of the Closing Date and
(iii) dividends or distributions of proceeds from Excluded Asset Dispositions;

         (c)      EQUITY INTERESTS. (i) Adjust, split, combine or reclassify its
membership interests or similar equity interests, (ii) redeem, purchase or
otherwise acquire, directly or indirectly, any membership interests or similar
equity interests or any securities convertible or exchangeable into or
exercisable for any membership interests or similar equity interests, (iii)
grant any Person any right or option to acquire any of its membership interests
or similar equity interests, (iv) issue, deliver or sell any additional
membership interests or similar equity interests or any securities convertible
or exchangeable into or exercisable for any membership interests or similar
equity interests or such securities or (v) enter into any Contract,
understanding or arrangement with respect to the sale, voting, registration or
repurchase of its membership interests or similar equity interests;

         (d)      COMPENSATION AND BENEFITS. (i) Increase the compensation or
benefits payable or to become payable to any of its directors, officers or
employees, (ii) pay any compensation or benefits not required by any existing
plan or arrangement (including the granting of stock options, stock appreciation
rights, shares of restricted stock or performance units) to its directors,
officers or employees, (iii) grant any severance or termination pay to any of
its directors, officers or employees (except pursuant to existing agreements,
plans or policies), (iv) enter into any new employment or severance agreement
with any of its directors, officers or employees or (v) establish,


                                      -25-
<PAGE>

adopt, enter into, amend or take any action to accelerate rights under any RTMMC
Employee Plans, except in each case (A) for increases in salary, wages and
benefits of officers or employees consistent with past practice, or (B) in
conjunction with new hires, promotions or other changes in job status consistent
with past practice;

         (e)      ACQUISITIONS. Acquire, by merger, consolidation, acquisition
of equity interests or assets, or otherwise, any business or any corporation,
partnership, limited liability company, joint venture or other business
organization or division thereof;

         (f)      DISPOSITIONS. Sell, close, lease, license, transfer, pledge,
encumber, grant or dispose of any of the Purchased Assets, other than (i) the
sale of Inventory or (ii) the disposition of used or excess equipment or
machinery, in each case in the ordinary course of business consistent with past
practice;

         (g)      CONTRACTS. (i) Enter into any Contract that, had it been
entered into on or prior to the date hereof, would have constituted an RTMMC
Material Contract, other than in the ordinary course of business consistent with
past practice or (ii) terminate, cancel or request any material change in any
RTMMC Material Contract or any Contract entered into pursuant to clause (i)
above, other than in the ordinary course of business consistent with past
practice;

         (h)      INDEBTEDNESS; GUARANTEES. (i) Incur, assume or prepay any
Indebtedness, other than (x) in the ordinary course of business consistent with
past practice under existing lines of credit to be used for working capital
purposes or (y) any Indebtedness incurred either on terms reasonably acceptable
to Triarc the proceeds of which will be used solely to make scheduled
amortization payments of principal or scheduled payments of interest on
Indebtedness existing as of the date hereof or as set forth in Section 5.01(h)
of the RTMMC Disclosure Letter, or (ii) assume, guarantee, endorse or otherwise
become liable or responsible for the obligations of any other Person, other than
(x) guarantees in favor of the RTM Parties or any of their wholly owned
Subsidiaries in the ordinary course of business or (y) endorsement of negotiable
instruments in the ordinary course of business consistent with past practice;

         (i)      LOANS. (i) Make any loans, advances or capital contributions
to, or investments in, any other Person, other than in the ordinary course of
business consistent with past practice, or (ii) make any loans to its directors
or officers, other than travel and similar advances in the ordinary course of
business consistent with past practice;

         (j)      CAPITAL EXPENDITURES. Fail to make any capital expenditure,
including maintenance capital expenditures and capital expenditures for
remodeling of Restaurants, in accordance with the ordinary course of business
consistent with past practice;

         (k)      ACCOUNTING. Change its accounting policies or procedures,
other than as required by GAAP;

         (l)      LEGAL ACTIONS. Subject to Section 5.01(p), waive, release,
assign, settle or compromise any Legal Actions required to be disclosed pursuant
to Section 2.11,


                                      -26-
<PAGE>

other than any such waiver, release, assignment, settlement or compromise
entered into in the ordinary course of business consistent with past practice
that (i) does not involve payment by RTMMC of more than $100,000 in any one
instance or multiple instances involving the same or related conduct, facts,
circumstances or events and (ii) does not require RTMMC to be bound by any
material restriction (other than customary confidentiality restrictions);

         (m)      INTELLECTUAL PROPERTY. Take any action or omit to take any
action that causes any RTMMC Intellectual Property Rights material to the
ownership or operation of the Purchased Assets to become invalidated, abandoned
or dedicated to the public domain;

         (n)      RTMMC REAL PROPERTY. (i) Enter into any RTMMC Real Property
Lease or acquire any real property, (ii) enter into any lease, sublease,
license, concession or other Contract granting to any Person or Persons the
right to use or occupancy to any portion of the parcel of any RTMMC Real
Property, (iii) enter into any Contract relating to the sale of any RTMMC Real
Property or (iv) terminate, cancel or request any material change in any of the
foregoing in clauses (i), (ii) and (iii) above, other than in the case of this
clause (iv) in the ordinary course of business consistent with past practice; or

         (o)      RELATED ACTIONS. Authorize, commit or agree to do any of the
foregoing; and

         (p)      TAXES. (i) Prepare, in the ordinary course of business and
consistent with past practice (except as otherwise required by a change in
applicable law or a good faith resolution of a contest), and timely file all
material Tax Returns required to be filed by it on or before the Closing Date
("RTM POST-SIGNING RETURNS"); (ii) consult with Triarc with respect to all RTM
Post-Signing Returns other than income Tax Returns and deliver drafts of such
RTM Post-Signing Returns to Triarc no later than ten Business Days prior to the
date (including extensions) on which such RTM Post-Signing Returns are required
to be filed; (iii) fully and timely pay all Taxes due and payable in respect of
such RTM Post-Signing Returns that are so filed; (iv) properly reserve (and
reflect such reserve in its books and records and financial statements), in
accordance with past practice and in the ordinary course of business, for all
Taxes payable by it for which no RTM Post-Signing Return is due prior to the
Closing Date; and (v) promptly notify Triarc of any suit, claim, action,
investigation, proceeding or audit with respect to income Taxes or any other
material Tax (collectively, "TAX ACTIONS"), pending against or with respect to
RTMMC, and any settlement or compromise of any such Tax Action.

         Section 5.02      CONTROL OF BUSINESS PENDING CLOSING. Nothing
contained in this Agreement shall give Triarc, ARG or Acquisition Sub, directly
or indirectly, the right to control or direct the operations of RTMMC prior to
the Closing. Prior to the Closing, RTMMC shall exercise, consistent with the
terms and conditions of this Agreement, complete control and supervision over
its operations.


                                      -27-
<PAGE>

                                   ARTICLE VI

                              ADDITIONAL COVENANTS

         Section 6.01      ACCESS TO INFORMATION; CONFIDENTIALITY.

         (a)      Prior to the Closing, RTMMC shall, and the Members shall cause
RTMMC to: (A) provide to Triarc and its Representatives access at reasonable
times upon reasonable prior notice to the officers, employees, agents,
properties, books and records of RTMMC; and (B) furnish promptly such
information concerning RTMMC as Triarc or its Representatives may reasonably
request, in each case to the extent that such access or request does not
unreasonably interfere with the business or operations of RTMMC. No
investigation conducted under this Section 6.01(a), however, will affect or be
deemed to modify any representation or warranty made in this Agreement.

         (b)      Triarc shall, and shall cause its Representatives and
Subsidiaries to, comply with all of the obligations of Triarc under, and RTMMC
and the Members shall, and shall cause their Representatives to, comply with all
of the obligations of RTMRG under, the Amended and Restated Confidentiality
Agreements, dated January 28, 2005 (the "CONFIDENTIALITY AGREEMENTS"), between
Triarc and RTMRG with respect to the information disclosed under this Section
6.01.

         Section 6.02      COMMERCIALLY REASONABLE EFFORTS. Prior to the
Closing, upon the terms and subject to the conditions set forth in this
Agreement and in accordance with applicable Laws, each of the parties to this
Agreement shall use its commercially reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
or advisable to ensure that the conditions set forth in Article VIII are
satisfied and to consummate the transactions contemplated by this Agreement and
the Ancillary Agreements as promptly as practicable. Except as otherwise
provided in Section 6.04(c), no party to this Agreement shall, or shall permit
any of its respective Subsidiaries to, take any action that could reasonably be
expected to result in any of the conditions set forth in Article VIII not being
satisfied or satisfaction of those conditions being delayed. Notwithstanding the
foregoing, it is understood and agreed that Section 7.20 of the RTMRG Merger
Agreement (and not this Section 6.02) shall govern matters pertaining to the
Trigger Event.

         Section 6.03      NOTICES OF CERTAIN EVENTS.

         (a)      Prior to the Closing, Triarc shall notify the RTM
Representatives promptly of (i) any communication from any Person alleging that
the consent of such Person (or another Person) is or may be required in
connection with the transactions contemplated by this Agreement, (ii) any
communication from any Governmental Entity in connection with the transactions
contemplated by this Agreement, (iii) any material Legal Actions threatened or
commenced against or otherwise affecting ARG or any of its Subsidiaries or (iv)
any event, change, occurrence, circumstance or development between the date of
this Agreement and the Closing known to Triarc which would reasonably be


                                      -28-
<PAGE>

expected to result in the failure of any of the conditions set forth in Section
8.03(a) or Section 8.03(b).

         (b)      Prior to the Closing, RTMMC and the Members shall notify
Triarc promptly of (i) any communication from any Person alleging that the
consent of such Person (or another Person) is or may be required in connection
with the transactions contemplated by this Agreement, (ii) any communication
from any Governmental Entity in connection with the transactions contemplated by
this Agreement, (iii) any material Legal Actions threatened or commenced against
or otherwise affecting RTMMC or (iv) any event, change, occurrence, circumstance
or development between the date of this Agreement and the Closing known to RTMMC
or any Member which would reasonably be expected to result in the failure of any
of the conditions set forth in Section 8.02(a) or Section 8.02(b).

         Section 6.04      CONSENTS; FILINGS.

         (a)      Prior to the Closing, upon the terms and subject to the
conditions of this Agreement and in accordance with applicable Laws, each of the
parties to this Agreement shall use its commercially reasonable efforts to (i)
obtain any consents, approvals or other authorizations required in connection
with the transactions contemplated by this Agreement and (ii) make any necessary
filings and notifications, and thereafter make any other submissions either
required or deemed appropriate by each of the parties to this Agreement, in
connection with the transactions contemplated by this Agreement under (A) the
Securities Act, the Exchange Act and state securities or "blue sky" Laws, (B)
the HSR Act, and (C) any other applicable Laws, including all real estate
transfer tax returns. Triarc, RTMMC and the Members shall cooperate and consult
with each other in connection with the making of all such filings and
notifications. Neither Triarc, RTMMC nor any of the Members shall consent to any
voluntary extension of any statutory deadline or waiting period or to any
voluntary delay of the consummation of the transactions contemplated by this
Agreement at the behest of any Governmental Entity without the consent of the
other party, which consent shall not be unreasonably withheld, conditioned or
delayed.

         (b)      Triarc shall promptly inform the RTM Representatives, and
RTMMC and each of the Members shall promptly inform Triarc, upon receipt of any
communication from the Federal Trade Commission, the Department of Justice or
any other Governmental Entity regarding any of the transactions contemplated by
this Agreement. If Triarc, RTMMC or any of the Members (or any of their
respective Affiliates) receives a request for additional information from any
such Governmental Entity that is related to the transactions contemplated by
this Agreement, then such party will endeavor in good faith to make, or cause to
be made, as soon as reasonably practicable and after consultation with the other
party (or in the case of Triarc, with the RTM Representatives), an appropriate
response to such request. Triarc shall advise the RTM Representatives promptly
of any understandings, undertakings or agreements (oral or written) which Triarc
or any of its Subsidiaries proposes to make or enter into with the Federal Trade
Commission, the Department of Justice or any other Governmental Entity in
connection with the transactions contemplated by this Agreement. In furtherance
and


                                     -29-
<PAGE>

not in limitation of the foregoing, Triarc shall use its commercially reasonable
efforts to resolve any objections that may be asserted with respect to the
transactions contemplated by this Agreement under any antitrust, competition or
trade regulatory Laws.

         (c)      Notwithstanding the foregoing, nothing in this Section 6.04
shall require, or be construed to require, Triarc, RTMMC or any of the Members
to agree to (i) sell, hold separate, divest, discontinue or limit, before or
after the Closing Date, any assets, businesses or interest in any assets or
businesses of Triarc, RTMMC, any of the Members or any of their respective
Affiliates, (ii) any conditions relating to, or changes or restriction in, the
operations of any such assets or businesses which, in either case, would
reasonably be expected to (x) result in a Triarc Material Adverse Effect, an ARG
Material Adverse Effect or an RTMMC Material Adverse Effect or (y) materially
and adversely impact the economic or business benefits to Triarc and its
stockholders of the transactions contemplated by this Agreement or (iii) any
modification or waiver of the terms and conditions of this Agreement.

         Section 6.05      ACTIONS WITH RESPECT TO DEBT FINANCING AND DEBT
REFINANCINGS.

         (a)      RTMMC shall, and the Members shall cause RTMMC to, cooperate
fully with Triarc and its Affiliates in connection with the Debt Financing and
the Debt Refinancings, including causing RTMMC and its Representatives to
provide reasonable cooperation in connection with the arrangement of any
financing (including the satisfaction of any closing conditions therein relating
to the RTM Parties and their Subsidiaries) to be consummated contemporaneously
with or at or immediately after the Closing Date in respect of the transactions
contemplated by this Agreement or any Ancillary Agreement, including reasonable
participation in meetings, due diligence sessions, road shows, provision of
information, provision of financial statements (including pro forma and interim
financial statements), assistance in rating agency process, the preparation of
offering memoranda, private placement memoranda, prospectuses and similar
documents, the execution and delivery of any customary underwriting or placement
agreements, pledge and security documents, other definitive financing documents,
or other requested certificates or documents, and including reasonable
assistance with respect to obtaining customary closing certificates, comfort
letters of accountants, legal opinions and real estate title documentation as
may be reasonably requested by any syndication agent, underwriter, initial
purchaser, arranger or placement agent with respect to all or a portion of such
financing.

         (b)      RTMMC shall, and the Members shall cause RTMMC to, use
commercially reasonable efforts to obtain (at no cost or expense to ARG or any
of its Subsidiaries after the Closing) on or prior to the Closing Date payoff
letters to satisfy in full no later than sixty (60) days after the Closing Date
each of the Contracts governing the Indebtedness for borrowed money of any RTM
Party or its Subsidiaries or included in the Winners Indebtedness Amount and, if
any such payoff letter shall not have been obtained on or prior to the Closing
Date, such amendments, waivers and modifications (the "REQUIRED DEBT CONSENTS")
to such Contracts (x) as are necessary to permit all such Indebtedness (other
than the RTM Non-Prepayable Debt) to be prepaid no later than the


                                      -30-
<PAGE>

earlier of sixty (60) days after the Closing Date and the date any forbearance
agreement in effect on the Closing Date in respect of such Indebtedness shall
expire after the Closing Date and (y) with respect to the RTM Non-Prepayable
Debt, that are identified in Section 7.07(b) of the Triarc Disclosure Letter.

         Section 6.06      NO SOLICITATION. From the date of this Agreement
until the Closing, RTMMC and each of the Members shall not, and shall cause each
of their respective Representatives and RTMMC not to, directly or indirectly (i)
solicit, initiate, facilitate or knowingly encourage any inquiries, offers or
proposals relating to a Takeover Proposal; (ii) engage in discussions or
negotiations with, or furnish or disclose any non public information relating to
RTMMC to, any Person that has made or indicated an intention to make a Takeover
Proposal; (iii) approve, endorse or recommend any Takeover Proposal; (iv) enter
into any agreement in principle, arrangement, understanding or Contract relating
to a Takeover Proposal; or (v) propose to do any of the foregoing or take any
other action inconsistent with the obligations of RTMMC and the Members under
this Section 6.06. RTMMC and each of the Members shall promptly inform its
Representatives of its obligations under this Section 6.06. RTMMC and each of
the Members shall notify Triarc promptly upon receipt of any Takeover Proposal
or indication that any Person is considering making a Takeover Proposal or any
request for non-public information relating to RTMMC. RTMMC and each of the
Members shall provide Triarc promptly with the identity of such Person and a
copy of such Takeover Proposal, indication or request (or, where no such copy is
available, a detailed description of such Takeover Proposal).

         Section 6.07      DEFENSE OF LITIGATION. Prior to the Closing, none of
RTMMC or any of the Members shall settle or offer to settle any Legal Action
against such Member or RTMMC or any of its directors or officers arising out of
or relating to this Agreement or the Ancillary Agreements or the transactions
contemplated by this Agreement or the Ancillary Agreements without the prior
written consent of Triarc, which consent shall not be unreasonably withheld,
delayed or conditioned. Prior to the Closing, none of RTMMC or any of the
Members shall cooperate with any Person that may seek to restrain, enjoin,
prohibit or otherwise oppose the transactions contemplated by this Agreement or
the Ancillary Agreements, and RTMMC and the Members shall cooperate with the
reasonable requests of Triarc in resisting any such effort to restrain, enjoin,
prohibit or otherwise oppose such transactions.

         Section 6.08      EMPLOYEES AND EMPLOYEE BENEFITS, ETC..

         (a)      RTMMC shall, and the Members shall cause RTMMC to, comply with
any applicable provisions of WARN, and any other Laws regarding plant closings
or layoffs (or similar triggering event) as they relate to the transactions
contemplated hereby.

         (b)      Effective on the Closing Date, ARG shall offer (and RTMMC
shall give ARG an opportunity to offer) employment to all RTMMC Employees (a
true and correct list, as of the date hereof, of which is set forth on Section
6.08(b)(i) of the RTMMC Disclosure Letter (which Section shall be updated
promptly by RTMMC and


                                      -31-
<PAGE>

the Members until the Closing to reflect any additions or deletions thereto
after the date hereof)) including any employees on a leave of absence, on terms
and conditions which, in the aggregate and for a period of at least one year,
provide compensation that is at least as equal to that applicable to employees
of the same grade or position who are employees of ARG and its Subsidiaries but
excluding employees listed in Section 6.08(b)(ii) of the RTMMC Disclosure
Letter. ARG's offers of employment to such RTMMC Employees shall be made as soon
as practicable following the date hereof; PROVIDED, HOWEVER, that all such
offers of employment shall be made no later than the day prior to the Closing
Date and all such offers shall remain open at least until the Closing Date.

         (c)      For the year in which the Closing occurs, ARG shall cause any
welfare plan in which an RTMMC Employee who remains in the employ of ARG or its
Subsidiaries participates to credit such RTMMC Employee and his dependents and
beneficiaries with any deductible, co-payment and out-of-pocket expenses
incurred from January 1 through the Closing Date under the comparable welfare
plan in which the RTMMC Employee participates as of the Closing Date.

         (d)      For the period beginning on the Closing Date and ending on
January 2, 2006, 12:00 midnight Eastern time (the "TRANSITION PERIOD"), each
RTMMC Employee who remains in the employ of ARG or its Subsidiaries shall
continue to participate in the employee pension and welfare benefit plans of
RTMRG in which such RTMMC Employee participated immediately prior to the Closing
Date.

         (e)      Each RTMMC Employee who remains in the employ of ARG or its
Subsidiaries shall be credited under the employee pension and welfare benefit
plans in which such RTMMC Employee shall become entitled to participate
following the end of the Transition Period (collectively, the "POST-TRANSITION
PERIOD BENEFIT PLANS" with all service credited under comparable plans of RTMMC,
including but not limited to:

                  (i)      under any Post-Transition Period Benefit Plan that is
a defined contribution plan, for purposes of eligibility to participate, vesting
and benefit levels;

                  (ii)     under any Post-Transition Period Benefit Plan that
provides severance benefits, for purposes of eligibility to participate and the
calculation of the amount of the severance payment and other benefits;

                  (iii)    under any Post-Transition Period Benefit Plan that
provides for paid time off, for purposes of eligibility to participate and the
calculation of the amount to be accrued; and

                  (iv)     under any Post-Transition Period Benefit Plan that
provides welfare benefits, for purposes of any waiting period requirements or
benefit level entitlements.

         (f)      Compensation and benefit packages for RTMMC Employees at or
above the Vice President level to be in effect as of the Closing Date shall be
subject to the


                                      -32-
<PAGE>

approval of the RTM Representatives, not to be unreasonably withheld,
conditioned or delayed.

         (g)      RTMMC shall take all necessary actions to terminate each RTMAC
Employee Plan set forth on Section 6.08(g) of the RTMMC Disclosure Letter, in
each case effective as of immediately prior to the Closing and without any
Liability after the Closing to Triarc or any of its Affiliates.

         (h)      RTMMC shall take all necessary actions to cause the annual
rate of base salary of each RTMMC Employee whose name is set forth on Section
6.08(h) of the RTMMC Disclosure Letter to equal the annual rate of base salary
set forth next to each such RTMAC Employee's name on such Section 6.08(h), in
each case effective as of immediately prior to the Closing.

         (i)      Promptly after the Closing, subject to applicable Laws, RTMMC
shall transfer or cause to be transferred to ARG all employee records with
respect to RTMMC Employees.

         (j)      For purposes of payroll taxes with respect to all RTMMC
Employees that become employees of ARG or any of its Subsidiaries, ARG and RTMMC
shall treat the transactions contemplated hereby as a transaction described in
Treasury Regulation Sections 31.312(a)(1)-1(b)(2) and 31.3306(b)(1)-(b)(2).

         (k)      Not later than three months after the Closing Date (if the
Triarc B-1 Election shall have been made) or the date on which the shares of
Triarc Class B-2 Common Stock convert into shares of Triarc Class B-1 Common
Stock (if the Triarc B-2 Election shall have been made), Triarc shall request
that the Performance Compensation Subcommittee of its board of directors
consider granting to RTMMC Employees employed by ARG or any of its Subsidiaries
after the Closing Date options to purchase shares of Triarc B-1 Common Stock
under Triarc's 2002 Equity Participation Plan in such amounts and with such
exercise prices and other terms as the Performance Compensation Subcommittee
shall determine, in its sole discretion, taking into account the position held
and years of service to the Arby's restaurant system by each respective RTMMC
Employee.

         Section 6.09      PUBLIC ANNOUNCEMENTS. Triarc shall consult with the
RTM Representatives, and RTMMC and the Members shall, and the Members shall
cause RTMMC to, consult with Triarc, before issuing any press release or
otherwise making any public statements about this Agreement or any of the
transactions contemplated by this Agreement. Neither Triarc nor RTMMC nor any of
the Members shall issue or cause to be issued any such press release or make any
such public statement prior to such consultation, except to the extent required
by applicable Laws, in which case that party shall use its commercially
reasonable efforts to consult with the other party before issuing any such
release or making any such public statement.

         Section 6.10      SARBANES-OXLEY COMPLIANCE. Prior to the Closing,
RTMMC and the Members shall


                                      -33-
<PAGE>

cause their Representatives, and the Members shall cause RTMMC to, take all
actions that Triarc may deem necessary or appropriate, and cooperate in the
taking of such actions, to enable Triarc, following the Closing, to satisfy the
applicable obligations under Sections 302, 404 and 906 of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated by the SEC pursuant thereto
(as amended from time to time, the "SOA") and the other requirements of the SOA,
including establishing and maintaining adequate disclosure controls and
procedures and internal controls over financial reporting as such terms are
defined in the SOA.

         Section 6.11      RTM TRADEMARKS. Prior to the Closing Date, RTMMC
shall accept the assignment of all right, title and interest in and to the RTM
trade name, RTM service mark and the RTM trademarks, and all goodwill associated
therewith, including the trademark registrations set forth in Section 7.18 of
the RTMRG Disclosure Letter, from RTM, Inc. At the Closing, RTMMC shall enter
into the Trademark License Agreement with ARG.

         Section 6.12      BULK SALES. Each of the parties hereto waives
compliance with any applicable provisions of the Uniform Commercial Code Article
6 (Bulk Sales or Bulk Transfers) or analogous provisions of Law (the "BULK SALES
LAWS"), as such provisions may apply to the transactions contemplated herein.

                                   ARTICLE VII

                                   TAX MATTERS

         Section 7.01      TAX INDEMNIFICATION.

         (a)      INDEMNIFICATION BY RTMMC AND THE MEMBERS. From and after the
Closing Date, RTMMC and each Member (jointly and severally) shall, subject to
the applicable limitations set forth in Article X, indemnify the Triarc
Indemnified Parties against and hold harmless from any and all liabilities,
losses, damages, claims, costs, expenses, interest, awards, judgments and
penalties (including, without limitation, reasonable fees for both in-house and
outside counsel, accountants and other outside consultants) suffered or incurred
(each a "TAX LOSS" and collectively, the "TAX LOSSES") arising out of:

                  (i)      Taxes of RTMMC or any of its direct or indirect
members, and, with respect to the Purchased Assets and Assumed Liabilities,
Taxes for periods or portions thereof ending on or before the Closing Date
(including any Liability, obligation or expense pursuant to any Tax Sharing
Agreement, tax indemnification or similar arrangement) ("PRE-CLOSING TAXES"),
and Taxes of RTMMC attributable to the RTMMC Transactions, in excess of the
amount of Taxes which are specifically identified as current liabilities
(excluding any reserve for deferred taxes established to reflect timing
differences between book and Tax income) on the RTM Closing Balance Sheet; and

                  (ii)     without duplication, Taxes imposed on Triarc or any
of its Subsidiaries as a result of (x) a breach of or inaccuracy in any
representation or warranty set forth in Section 2.13 or in the certificate
delivered by the RTM Representatives


                                      -34-
<PAGE>

pursuant to Section 8.02(d) as of the date such representation or warranty was
made or as if such representation or warranty were made on and as of the Closing
Date (except for representations and warranties that expressly relate to a
specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date) or (y) a breach of any covenant or agreement
set forth in Section 5.01(p) or this Article VII; PROVIDED, that for purposes of
this Section 7.01(a)(ii) only, a breach of or inaccuracy in any representation,
warranty, covenant or agreement shall be determined without reference to any
materiality qualifier with respect thereto.

Notwithstanding the foregoing, RTMMC and the Members shall not be obligated to
pay any amounts under this Section 7.01(a) for any Tax Losses resulting from any
transaction with respect to the Purchased Assets and the Assumed Liabilities on
the Closing Date but after the Closing, other than any transaction in the
ordinary course of business and any RTMMC Transactions.

         (b)      INDEMNIFICATION CALCULATIONS. All indemnification payments for
Tax Losses made pursuant to this Section 7.01, and for Losses made pursuant to
Section 10.02 and Section 10.04, shall be made on an after-tax basis.
Accordingly, in determining the amount of any indemnification payment for a Tax
Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such
Tax Loss or Loss shall be (i) increased to take into account any additional Tax
cost actually incurred by the indemnitee arising from the receipt of
indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into
account any deduction, credit or other tax benefit actually realized by the
indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing
the amount of any such Tax Cost or Tax Benefit, the indemnitee shall be deemed
to recognize all other items of income, gain, loss, deduction or credit before
recognizing any item arising from the receipt of any indemnification payment
hereunder or the incurrence or payment of any indemnified Tax Loss or Loss;
PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable
period during which an indemnifying party makes an indemnification payment or
the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall
thereafter make payments to one another at the end of each subsequent taxable
period to reflect the net Tax Costs and Tax Benefits realized by the parties
hereto in each such subsequent taxable period.

         Section 7.02      TAX INDEMNIFICATION PROCEDURES.

         (a)      After the Closing, Triarc shall promptly notify the RTM
Representatives in writing of any demand, claim or notice of the commencement of
an audit received by such party from any Governmental Entity or any other Person
with respect to Taxes for which RTMMC and the Members are liable pursuant to
Section 7.01; PROVIDED, HOWEVER, that a failure to give such notice will not
affect the Triarc Indemnified Parties' rights to indemnification under this
Article VII, except to the extent that RTMMC and the Members are actually
prejudiced thereby. Such notice shall contain factual information (to the extent
known) describing the asserted Tax liability and shall include copies of the
relevant portion of any notice or other document received from any Governmental
Entity or any other Person in respect of any such asserted Tax liability.


                                      -35-
<PAGE>

         (b)      Payment by RTMMC and the Members of any amount due to the
Triarc Indemnified Parties under this Article VII shall be made within ten
Business Days following written notice by a Triarc Indemnified Party that
payment of such amounts to the appropriate Governmental Entity or other
applicable third party is due by a Triarc Indemnified Party, provided that RTMMC
and the Members shall not be required to make any payment earlier than five
Business Days before it is due to the appropriate Governmental Entity or
applicable third party. In the case of a Tax that is contested in accordance
with the provisions of Section 7.03, payment of such contested Tax will not be
considered due earlier than the date a "final determination" to such effect is
made by such Governmental Entity or a court of competent jurisdiction. For this
purpose, a "final determination" shall mean a settlement, compromise, or other
agreement with the relevant Governmental Entity, whether contained in an IRS
Form 870 or other comparable form, or otherwise, or such procedurally later
event, such as a closing agreement with the relevant Governmental Entity, and
agreement contained in an IRS Form 870-D or other comparable form, an agreement
that constitutes a "determination" under Section 1313(a)(4) of the Code, a
deficiency notice with respect to which the period for filing a petition with
the Tax Court or the relevant state, local or foreign tribunal has expired or a
decision of any court of competent jurisdiction that is not subject to appeal or
as to which the time for appeal has expired.

         (c)      All amounts required to be paid pursuant to this Article VII
shall be paid promptly in immediately available funds by wire transfer to a bank
account designated by the indemnified party. In seeking indemnification under
this Article VII against RTMMC or the Members, the Triarc Indemnified Parties
shall first exercise its remedies with respect to the RTM Escrow Fund pursuant
to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted in full,
with respect to RTMMC or the Members (individually or jointly) directly pursuant
to this Agreement.

         (d)      Any payments required pursuant to this Article VII that are
not made within the time period specified in this Section 7.02 shall bear
interest at a rate and in the manner provided in the Code for interest on
underpayments of federal income Tax and, in the case of payments related to
Taxes other than U.S. federal income Taxes, at a rate and in the manner provided
under applicable Law for underpayments of such Tax.

         Section 7.03      TAX AUDITS AND CONTESTS; COOPERATION.

         (a)      After the Closing Date, except as provided in (b) below, RTMMC
shall control the conduct, through counsel of its own choosing, of any audit,
claim for refund, or administrative or judicial proceeding involving any
asserted Tax liability or refund with respect to the Purchased Assets and
Assumed Liabilities (any such audit, claim for refund, or proceeding relating to
an asserted Tax liability referred to herein as a "CONTEST") with respect to a
taxable period ending on or prior to the Closing Date but Triarc shall have the
right to participate in such Contest at its own expense, and RTMMC shall not
settle, compromise and/or concede any portion of such Contest that is reasonably
likely to affect the Tax liability of Triarc or its Subsidiaries for any Taxable
year (or portion thereof) beginning after the Closing Date without the consent
of Triarc, which consent shall not be unreasonably withheld, conditioned or
delayed; PROVIDED, that


                                      -36-
<PAGE>

if RTMMC fails to assume control of the conduct of any such Contest within a
reasonable period following the receipt by the RTM Representatives of notice of
such Contest, Triarc shall have the right to assume control of such Contest and
shall be able to settle, compromise and/or concede such Contest in its sole
discretion.

         (b)      In the case of a Contest that relates to Straddle Periods (as
defined in Section 7.05), Triarc shall control the conduct of such Contest, but
RTMMC shall have the right to participate in such Contest at its own expense,
and Triarc shall not settle, compromise and/or concede any portion of such
Contest if such resolution is reasonably likely to give rise to a Tax liability
for which the Triarc Indemnified Parties are indemnified under Section 7.01(a)
without the consent of RTMMC, which consent shall not be unreasonably withheld,
conditioned or delayed; PROVIDED, that if Triarc fails to assume control of the
conduct of any such Contest within a reasonable period following the receipt by
Triarc of notice of such Contest, RTMMC shall have the right to assume control
of such Contest and shall be able to settle, compromise and/or concede such
Contest in its sole discretion.

         (c)      RTMMC and Triarc agree to furnish or cause to be furnished to
each other, upon request, as promptly as practicable, such information
(including access to books and records) and assistance relating to the Purchased
Assets and Assumed Liabilities as is reasonably requested for the filing of any
Tax Returns and the preparation, prosecution, defense or conduct of any Contest.
RTMMC and Triarc shall reasonably cooperate with each other in the conduct of
any Contest or other proceeding involving or otherwise relating to Triarc or its
Subsidiaries or the Purchased Assets and Assumed Liabilities with respect to any
Tax and each shall execute and deliver such powers of attorney and other
documents as are necessary to carry out the intent of this Section 7.03(c).
Without limiting the foregoing, Triarc shall make available to RTMMC promptly
upon written request and for as much time as reasonably required for purposes of
reviewing or filing any Tax Returns or conducting any Contest or other Tax
proceeding related to Taxes of RTMMC for taxable periods (or portions thereof)
ending on or before the Closing Date any one or more of those employees of ARG
or Triarc or their controlled Affiliates (as specifically requested by RTMMC)
who prior to the Closing were involved in the preparation of Tax Returns or the
conduct of Contests or other Tax proceedings for the benefit of RTMMC; PROVIDED,
that neither Triarc nor any of its controlled Affiliates shall have any
obligation to continue the employment of any employees; and PROVIDED, further,
that neither Triarc nor any of its controlled Affiliates shall have any
Liability to RTMMC for the acts or omissions of its employees under this Section
7.03(c). The parties agree that nothing in this Section 7.03(c) shall require
any of Triarc or its Affiliates to undertake any action that could unreasonably
interfere with, or otherwise cause an undue burden on, the activities of Triarc
or its Subsidiaries. RTMMC shall reimburse Triarc for Triarc's or its controlled
Affiliates' reasonable costs, including allocated direct and indirect costs, in
satisfying its obligations under this Section 7.03(c) with respect to RTMMC. Any
information obtained under this Section 7.03(c) shall be kept confidential,
except as may be otherwise necessary in connection with the filing of Tax
Returns or in the conduct of a Contest or other Tax proceeding.


                                      -37-
<PAGE>

         (d)      Triarc and RTMMC shall (i) use their reasonable best efforts
to properly retain and maintain the Tax and accounting records with respect to
the Purchased Assets and Assumed Liabilities that relate to Pre-Closing Taxable
Periods and that are in such party's possession after the Closing Date for seven
years and shall thereafter provide RTMMC or Triarc, as the case may be, with
written notice prior to any destruction, abandonment or disposition of all or
any portions of such records, (ii) transfer such records to RTMMC or Triarc, as
the case may be, upon its written request prior to any such destruction,
abandonment or disposition and (iii) allow RTMMC or Triarc, and their Affiliates
and their respective Representatives, as the case may be, at times and dates
reasonably and mutually acceptable to the parties, to from time to time inspect
and review such records as RTMMC or Triarc, as the case may be, may deem
necessary or appropriate; PROVIDED, HOWEVER, that in all cases, such activities
are to be conducted by RTMMC or Triarc, as the case may be, during normal
business hours and at the sole expense of RTMMC or Triarc, as the case may be.
Any information obtained under this Section 7.03(d) shall be kept confidential,
except as may be otherwise necessary in connection with the filing of Tax
Returns or in the conduct of a Contest or other Tax proceeding.

         Section 7.04      PREPARATION OF TAX RETURNS AND PAYMENT OF TAXES.

         (a)      Triarc shall prepare (or cause to be prepared), and timely
file all Tax Returns with respect to the Purchased Assets and Assumed
Liabilities that are required to be filed with any Governmental Entity after the
Closing Date other than Pre-Closing Income Tax Returns and shall pay (or cause
to be paid) any Taxes due in respect of such Tax Returns. With respect to any
such Tax Returns filed with respect to any taxable periods (or portions thereof)
ending on or before the Closing Date ("PRE-CLOSING TAXABLE PERIODS"), RTMMC and
the Members shall be responsible for the Pre-Closing Taxes due in respect of
such Tax Returns, to the extent that the aggregate amount of Pre-Closing Taxes
due in respect of all such Tax Returns exceeds the amount of Taxes that are
specifically identified as current liabilities (excluding any reserve for
deferred taxes established to reflect timing differences between book and Tax
income) on the RTM Closing Balance Sheet, and Triarc shall, subject to Section
7.01(a), be responsible for all other Pre-Closing Taxes shown as due on such Tax
Returns. Triarc shall notify the RTM Representatives of any amounts due from
RTMMC and the Members in respect of any such Tax Return no later than ten
Business Days prior to the date on which such Tax Return is due, and RTMMC and
the Members shall remit such payment to Triarc no later than five Business Days
prior to the date such Tax Return is due.

         (b)      In the case of any income Tax Returns of RTMMC with respect to
any Taxable periods ending on or before the Closing Date ("PRE-CLOSING INCOME
TAX RETURNS"), RTMMC shall prepare such Tax Returns in a manner consistent with
past practice, except as otherwise required by a change of law or a good faith
resolution of a contest. In the case of Tax Returns that are filed with respect
to a Taxable period that ends on or prior to the Closing Date other than
Pre-Closing Income Tax Returns, Triarc shall prepare (or cause to be prepared)
such Tax Return in a manner consistent with past practice, except as otherwise
required by a change in law or a good faith resolution of a


                                      -38-
<PAGE>

contest, and shall deliver any such Tax Return to RTMMC for its review at least
30 days prior to the date such Tax Return is required to be filed. If RTMMC
disputes any item on such Tax Return, it shall notify Triarc of such disputed
item (or items) and the basis for its objection. The parties shall act in good
faith to resolve any such dispute prior to the date on which the relevant Tax
Return is required to be filed. If the parties cannot resolve any disputed item,
the item in question shall be resolved by the Independent Accountants. The fees
and expenses of the Independent Accountants shall be borne equally by Triarc and
RTMMC (including the Members).

         (c)      With respect to Tax Returns that are required to be filed by
or with respect to the Purchased Assets and Assumed Liabilities for a period
that begins before and ends after the Closing Date ("STRADDLE RETURNS"), such
Straddle Returns shall be prepared by Triarc in a manner consistent with past
practice (except as otherwise required by a change in law or a good faith
resolution of a contest), and RTMMC and the Members shall be responsible for the
Pre-Closing Taxes due in respect of such Straddle Returns in excess of the
amount of such Taxes which are specifically identified as current liabilities
(excluding any reserve for deferred Taxes established to reflect timing
differences between book and Tax income) on the RTM Closing Balance Sheet.
Triarc shall notify RTMMC of any amounts due from RTMMC and the Members in
respect of any Straddle Return no later than ten Business Days prior to the date
on which such Straddle Return is due, and RTMMC and the Members shall remit such
payment to Triarc no later than five Business Days prior to the date such
Straddle Return is due. Triarc shall deliver any Straddle Return to RTMMC for
its review at least 30 days prior to the date on which such Tax Return is
required to be filed. If RTMMC disputes any item on such Tax Return, it shall
notify Triarc of such disputed item (or items) and the basis for its objection.
The parties shall act in good faith to resolve any such dispute prior to the
date on which the relevant Tax Return is required to be filed. If the parties
cannot resolve any disputed item, the item in question shall be resolved by the
Independent Accountants. The fees and expenses of the Independent Accountants
shall be borne equally by Triarc and RTMMC (including the Members).

         (d)      Neither Triarc nor any of its Affiliates shall amend, refile
or otherwise modify any Tax Return relating in whole or in part to the Purchased
Assets and Assumed Liabilities with respect to any Pre-Closing Taxable Period
without the written consent of the RTMMC, which consent shall not be
unreasonably withheld, conditioned or delayed.

         Section 7.05      STRADDLE PERIODS. For purposes of this Agreement, in
the case of any Taxes with respect to the Purchased Assets and Assumed
Liabilities that are payable with respect to any tax period that begins before
and ends after the Closing Date (a "STRADDLE PERIOD"), the portion of any such
Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that
are either (x) based upon or related to income or receipts, or (y) imposed in
connection with any sale, transfer or assignment or any deemed sale, transfer or
assignment of property (real or personal, tangible or intangible), be deemed
equal to the amount that would be payable if the tax year or period ended on the
Closing Date; and (ii) in the case of Taxes (other than those described in
clause (i) above) that are imposed on a periodic basis with respect to the
Purchased


                                      -39-
<PAGE>

Assets or otherwise measured by the level of any item, be deemed to be the
amount of such Taxes for the entire Straddle Period (or, in the case of such
Taxes determined on an arrears basis, the amount of such Taxes for the
immediately preceding Tax period) multiplied by a fraction the numerator of
which is the number of calendar days in the portion of the Straddle Period
ending on the Closing Date and the denominator of which is the number of
calendar days in the entire Straddle Period. For purposes of clause (i) of the
preceding sentence, any exemption, deduction, credit or other item (including,
without limitation, the effect of any graduated rates of tax) that is calculated
on an annual basis shall be allocated to the portion of the Straddle Period
ending on the Closing Date on a pro rata basis determined by multiplying the
total amount of such item allocated to the Straddle Period times a fraction, the
numerator of which is the number of calendar days in the portion of the Straddle
Period ending on the Closing Date and the denominator of which is the number of
calendar days in the entire Straddle Period. In the case of any Tax based upon
or measured by capital (including net worth or long-term debt) or intangibles,
any amount thereof required to be allocated under this Section 7.05 shall be
computed by reference to the level of such items on the Closing Date. The
parties hereto will, to the extent permitted by applicable Law, elect with the
relevant Governmental Entity to treat a portion of any Straddle Period as a
short taxable period ending as of the close of business on the Closing Date.

         Section 7.06      REFUNDS.

         (a)      RTMMC shall be entitled to any credits and refunds (including
interest received thereon) with respect to the Purchased Assets and Assumed
Liabilities in respect of any Pre-Closing Taxable Period. All credits and
refunds (including interest received thereon) with respect to the Purchased
Assets and Assumed Liabilities for any Straddle Period shall be equitably
apportioned between Triarc and RTMMC pursuant to the principles set forth in
Section 7.05. Triarc shall cause each such refund to which RTMMC is entitled to
be paid to RTMMC promptly following its receipt.

         (b)      Except as provided in Section 7.06(a), Triarc and its
Subsidiaries shall be entitled to all credits and refunds (including interest
received thereon) in respect of any Taxes with respect to the Purchased Assets
and Assumed Liabilities.

         Section 7.07      CONVEYANCE TAXES. ARG shall pay all sales, use, value
added, transfer, stamp, registration, documentary, excise, real property
transfer or gains, or similar Taxes ("TRANSFER TAXES") incurred solely as a
result of the purchase and sale of the Purchased Assets and assumption of the
Assumed Liabilities; and RTMMC and Triarc agree to jointly file all required
change of ownership and similar statements.

         Section 7.08      TAX TREATMENT. So long as the amendment contemplated
by Section 8.13 of the RTMRG Merger Agreement shall have been made prior to the
Closing Date and the Allocation Requirement is satisfied, Triarc and RTMMC shall
file, and shall cause their respective Affiliates to file, all Federal income
Tax Returns in a manner consistent with the Purchase Price Allocation and shall
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. The parties, each acting


                                      -40-
<PAGE>

in good faith, shall attempt to agree on the manner in which such amounts
allocated to the Purchased Assets under the Purchase Price Allocation are
further allocated among the Purchased Assets for Federal income Tax purposes
and, failing to reach agreement prior to the Closing, each shall be permitted to
report and allocate such amounts among the Purchased Assets in their independent
and sole discretion.

         Section 7.09      RTMMC ASSET RANGE. RTMMC and the Members agree that
the sum of the Aggregate Purchase Price, and any amounts treated as an
adjustment to the Aggregate Purchase Price pursuant to Section 10.08, and the
Assumed Liabilities shall be an amount within the RTMMC Asset Range.

                                  ARTICLE VIII

                              CONDITIONS TO CLOSING

         Section 8.01      CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE
ASSET PURCHASE. The respective obligation of each party to this Agreement to
effect the Asset Purchase is subject to the satisfaction or waiver by Triarc,
RTMMC and the RTM Representatives on or prior to the Closing Date of each of the
following conditions:

         (a)      ANTITRUST. The waiting period applicable to the consummation
of the transactions contemplated by this Agreement and the Ancillary Agreements
under the HSR Act shall have expired or been terminated.

         (b)      CONSENTS. All material consents, approvals and other
authorizations of any Governmental Entity required to consummate the Asset
Purchase and the other transactions contemplated by this Agreement and the
Ancillary Agreements (other than the filing of the First Certificate of Merger
with the Secretary of State of the State of Georgia and the Second Certificate
of Merger with the Secretaries of State of the States of Delaware and Georgia
pursuant to the RTMRG Merger Agreement) shall have been obtained.

         (c)      NO INJUNCTIONS OR RESTRAINTS. No Governmental Entity shall
have enacted, issued, promulgated, enforced or entered any Laws or Orders
(whether temporary, preliminary or permanent) that (i) restrain, enjoin or
otherwise prohibit consummation of the transactions contemplated by this
Agreement or the Ancillary Agreements or (ii) could reasonably be expected to
have an RTMMC Material Adverse Effect. No Governmental Entity shall have
instituted any proceeding seeking any such Orders.

         (d)      MERGERS. The Mergers shall be consummated simultaneously with
the Asset Purchase.

         (e)      RTMAC PURCHASE. The RTMAC Purchase shall be consummated
simultaneously with the Asset Purchase.


                                      -41-
<PAGE>

         Section 8.02      CONDITIONS TO OBLIGATIONS OF TRIARC, ARG AND
ACQUISITION SUB TO EFFECT THE ASSET PURCHASE. The obligations of Triarc, ARG and
Acquisition Sub to effect the Asset Purchase are also subject to the
satisfaction or waiver by Triarc (in its sole discretion) on or prior to the
Closing Date of the following conditions:

         (a)      REPRESENTATIONS AND WARRANTIES. Other than the representations
and warranties of (x) RTMMC and the Members contained in Section 2.01 (the first
sentence only), Section 2.02, Section 2.03, Section 2.07(c) (the penultimate
sentence only) and Section 2.08, and (y) the Members contained in Section 3.01
and Section 3.02, the representations and warranties of RTMMC and the Members
contained in this Agreement (as such representations and warranties would read
if all limitations or qualifications therein as to materiality or RTMMC Material
Adverse Effect (or similar concept) were deleted therefrom) shall be true and
correct in all respects as of the date of this Agreement and shall be true and
correct in all respects as of the Closing Date as if made on and as of the
Closing Date (except for any representations and warranties made as of a
specific date, the accuracy of which shall be determined by reference to such
specific date), unless the failure or failures of such representations and
warranties to be so true and correct in all respects has not had and would not
reasonably be expected to have, individually or in the aggregate, an RTMMC
Material Adverse Effect. The representations and warranties of (x) RTMMC and the
Members contained in Section 2.01 (the first sentence only), Section 2.02,
Section 2.03, Section 2.07(c) (the penultimate sentence only) and Section 2.08,
and (y) the Members contained in Section 3.01 and Section 3.02, shall be true
and correct in all respects as of the Closing Date as if made on and as of the
Closing Date (except for any such representations and warranties made as of a
specific date, the accuracy of which shall be determined by reference to such
specific date).

         (b)      PERFORMANCE OF OBLIGATIONS. RTMMC and the Members shall have
performed in all material respects all obligations required to be performed by
them under this Agreement at or prior to the Closing Date.

         (c)      RTM MATERIAL ADVERSE EFFECT. Since the date of this Agreement,
there shall not have occurred any event, and there shall not exist any condition
or set of circumstances, that has had or could reasonably be expected to have,
individually or in the aggregate, an RTM Material Adverse Effect.

         (d)      CERTIFICATE. Triarc shall have received a certificate, signed
by the RTM Representatives, certifying as to the matters set forth in Section
8.02(a), Section 8.02(b) and Section 8.02(c).

         (e)      CONSENTS UNDER AGREEMENTS. RTMMC and the Members shall have
obtained the consent, approval, waiver or other authorization of each Person, if
any, listed on Section 8.02(e) of the RTMMC Disclosure Letter.

         (f)      ESCROW AGREEMENT. Triarc shall have received a duly executed
copy of the Escrow Agreement from each of the RTMRG Shareholders, each of the


                                      -42-
<PAGE>

RTMAC Sellers, RTMMC, each of the Members, each of the RTM Representatives and
the Escrow Agent.

         (g)      ATLANTA OFFICE LEASES. ARG shall have received duly executed
copies of the Atlanta Office Leases from RTMMC.

         (h)      TRADEMARK LICENSE AGREEMENT. ARG shall have received a duly
executed and delivered copy of the Trademark License Agreement. (i) RTMMC
RELATED PARTY ARRANGEMENTS. Triarc shall have received reasonably satisfactory
evidence of (x) the termination, cancellation and repayment or settlement in
full prior to or in connection with the Closing of each RTMMC Related Party
Arrangement, including the repayment of any Indebtedness or obligation owed by
an RTM Related Entity or a shareholder, member, officer or director of an RTM
Party or its Subsidiary to RTMMC (other than as set forth in Section 8.02(i) of
the RTMMC Disclosure Letter) and (y) the release of any and all guarantees of
Indebtedness of the Mrs. Winners Obligors and paid in the Debt Refinancings.

         (i)      RTMMC RELATED PARTY ARRANGEMENTS. Triarc shall have received
reasonably satisfactory evidence of (x) the termination, cancellation and
repayment or settlement in full prior to or in connection with the Closing of
each RTMMC Related Party Arrangement, including the repayment of any
Indebtedness or obligation owed by an RTM Related Entity or a shareholder,
member, officer or director of an RTM Party or its Subsidiary to RTMMC (other
than as set forth in Section 8.02(i) of the RTMMC Disclosure Letter) and (y) the
release of any and all guarantees of Indebtedness of the Mrs. Winners Obligors
and paid in the Debt Refinancings.

         (j)      ASSIGNMENT OF ASSUMED CONTRACTS, ASSUMED LEASES, RTMMC
INTELLECTUAL PROPERTY RIGHTS AND RTMMC THIRD-PARTY INTELLECTUAL RIGHTS.
Acquisition Sub shall have received instruments assigning all of the Assumed
Contracts, Assumed Leases, RTMMC Intellectual Property Rights and RTMMC
Third-Party Intellectual Property Rights in a form reasonably satisfactory to
Acquisition Sub (including, if Acquisition Sub so requests, in recordable form),
and Acquisition Sub shall have received originals of all Assumed Contracts,
Assumed Leases, RTMMC Intellectual Property Rights and RTMMC Third-Party
Intellectual Property Rights to the extent in RTMMC's possession (or, to the
extent not in RTMMC's possession, true, correct and complete copies of said
Assumed Contracts, Assumed Leases, RTMMC Intellectual Property Rights and RTMMC
Third-Party Intellectual Property Rights).

         (k)      BILL OF SALE. RTMMC shall have executed and delivered to
Acquisition Sub, a bill of sale in form and substance reasonably satisfactory to
Acquisition Sub transferring all of RTMMC's right, title and interest in and to
the Purchased Assets.

         (l)      FIRPTA CERTIFICATE. RTMMC shall have furnished Triarc with a
certificate stating that RTMMC is not a "foreign" person within the meaning of
Section 1445 of the Code, which certificate shall set forth all information
required by, and otherwise be executed in accordance with, Treasury Regulation
ss. 1.1445-2(b)(2).

         (m)      RTMMC AND RTMAC PURCHASE. The RTMAC Aggregate Purchase Price,
and any amounts treated as an adjustment to the RTMAC Aggregate Purchase Price
pursuant to Section 10.08 of the RTMAC Purchase Agreement, shall not cause the
aggregate amount allocated to the assets of RTMAC to be other than an amount
within the RTMAC Asset Range, and the sum of the Aggregate Purchase Price, and
any amounts treated as an adjustment to the Aggregate Purchase Price pursuant to
Section


                                      -43-
<PAGE>

10.08, and the Assumed Liabilities will not be other than an amount within the
RTMMC Asset Range (the "ALLOCATION REQUIREMENT").

         Section 8.03      CONDITIONS TO OBLIGATIONS OF THE RTMMC AND THE
MEMBERS TO EFFECT THE ASSET PURCHASE. The obligations of RTMMC and the Members
to effect the Asset Purchase are also subject to the satisfaction or waiver by
the RTM Representatives (in their sole discretion) on or prior to the Closing
Date of the following conditions:

         (a)      REPRESENTATIONS AND WARRANTIES. Other than the representations
of Triarc, ARG and Acquisition Sub contained in Section 4.01 (the first sentence
only) and Section 4.02, the representations and warranties of Triarc, ARG and
Acquisition Sub contained in this Agreement (as such representations and
warranties would read if all limitations or qualifications therein as to
materiality or material adverse effect (or similar concept) were deleted
therefrom) shall be true and correct in all respects as of the date of this
Agreement and shall be true and correct in all respects as of the Closing Date
as if made on and as of the Closing Date (except for any such representations
and warranties made as of a specific date, the accuracy of which shall be
determined by reference to such specific date), unless the failure or failures
to be so true and correct in all respects has not had and would not reasonably
be expected to have, individually or in the aggregate, a ARG Material Adverse
Effect. The representations and warranties of Triarc, ARG and Acquisition Sub
contained in Section 4.01 (the first sentence only) and Section 4.02 shall be
true and correct in all respects as of the Closing Date as if made on and as of
the Closing Date (except for any such representations and warranties made as of
a specific date, the accuracy of which shall be determined by reference to such
specific date).

         (b)      PERFORMANCE OF OBLIGATIONS. Triarc, ARG and Acquisition Sub
shall have performed in all material respects all obligations required to be
performed by them under this Agreement at or prior to the Closing Date.

         (c)      OFFICER'S CERTIFICATE. RTMMC shall have received a
certificate, signed by the chief executive officer or chief financial officer of
Triarc, certifying as to the matters set forth in Sections 8.03(a) and 8.03(b).

         (d)      CONSENTS UNDER AGREEMENTS. Triarc shall have obtained the
consent, approval, waiver or other authorization of each Person, if any, listed
on Section 9.03(e) of the Triarc Disclosure Letter.

         (e)      ESCROW AGREEMENT. RTMMC and the Members shall have received a
duly executed copy of the Escrow Agreement from each of Triarc, ARG and the
Escrow Agent.

         (f)      ASSIGNMENT AND ASSUMPTION AGREEMENT. Acquisition Sub shall
have executed and delivered to RTMMC, an Assignment and Assumption Agreement
providing for the assignment and assumption of the Assumed Liabilities (the


                                      -44-
<PAGE>

"ASSIGNMENT AND ASSUMPTION AGREEMENT"), in a form reasonably satisfactory to
RTMMC.

         (g)      MRS. WINNERS INDEBTEDNESS. RTMMC and the Members shall have
received evidence of the repayment in full of the Winners Indebtedness Amount
and the release of any and all security interests and guarantees of Indebtedness
of the Ms. Winners Obligors paid in the Debt Refinancings.

         Section 8.04      FRUSTRATION OF CLOSING CONDITIONS. None of the
parties to this Agreement may rely on the failure of any condition set forth in
this Article VIII to be satisfied if such failure was caused by such party's
failure to use commercially reasonable efforts to consummate the Asset Purchase
and the other transactions contemplated by this Agreement and the Ancillary
Agreements.

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

         Section 9.01      GROUNDS FOR TERMINATION. This Agreement may be
terminated at any time prior to the Closing:

         (a)      by mutual written consent of Triarc and RTMMC;

         (b)      by either Triarc or RTMMC:

                  (i)      if the Asset Purchase has not been consummated by
November 15, 2005, except that the right to terminate this Agreement under this
clause (b)(i) shall not be available to any party to this Agreement whose
failure to fulfill any of its obligations has been a principal cause of, or
resulted in, the failure to consummate the Asset Purchase by such date;

                  (ii)     if any Law prohibits consummation of the Mergers, the
Asset Purchase or the RTMAC Purchase; or

                  (iii)    if any Order restrains, enjoins or otherwise
prohibits consummation of the Mergers, the Asset Purchase or the RTMAC Purchase,
and such Order has become final and nonappealable;

         (c)      by Triarc, if RTMMC or the Members breach any of their
representations, warranties, covenants or agreements contained in this
Agreement, which breach (i) would give rise to the failure of a condition set
forth in Section 8.02(a), Section 8.02(b) or Section 8.02(c) and (ii) has not
been cured by the RTMMC or the Members within 20 Business Days after RTMMC's
receipt of written notice of such breach from Triarc; or

         (d)      by RTMMC, if any of Triarc, ARG or Acquisition Sub breaches
any of its representations, warranties, covenants or agreements contained in
this Agreement, which breach (i) would give rise to the failure of a condition
set forth in


                                      -45-
<PAGE>

Section 8.03(a) or Section 8.03(b) and (ii) has not been cured by Triarc, ARG or
Acquisition Sub within 20 Business Days after Triarc's receipt of written notice
of such breach from RTMMC.

         Section 9.02      EFFECT OF TERMINATION. If this Agreement is
terminated pursuant to Section 9.01, it shall become void and of no further
force and effect, with no Liability on the part of any party to this Agreement
(or any stockholder, member, director, officer, employee, agent or
representative of such party), except that if such termination results from the
willful (a) failure of any party to perform its obligations or (b) breach by any
party of its representations or warranties contained in this Agreement, then
such party shall be fully liable for any Liabilities incurred or suffered by the
other parties as a result of such failure or breach. The provisions of this
Section 9.02 and Article XI shall survive any termination of this Agreement.

         Section 9.03      AMENDMENT. This Agreement may be amended by the
parties to this Agreement at any time. This Agreement may not be amended except
by an instrument in writing signed by each of Triarc, ARG, Acquisition Sub and
the RTM Representatives on behalf of RTMMC and the Members.

         Section 9.04      EXTENSION; WAIVER. Triarc, ARG and Acquisition Sub,
on the one hand, and the RTM Representatives on behalf of RTMMC and the Members,
on the other hand, may (a) extend the time for the performance of any of the
obligations of the other party, (b) waive any inaccuracies in the
representations and warranties of the other party contained in this Agreement or
in any document delivered under this Agreement or (c) subject to applicable
Laws, waive compliance with any of the covenants or conditions contained in this
Agreement. Any agreement on the part of a party to any extension or waiver shall
be valid only if set forth in an instrument in writing signed by such party (or,
in the case of RTMMC or the Members, the RTM Representatives). The failure of
any part to assert any of its rights under this Agreement or otherwise shall not
constitute a waiver of such rights.

                                    ARTICLE X

                            SURVIVAL; INDEMNIFICATION

         Section 10.01     SURVIVAL. The express representations and warranties
of each party set forth in this Agreement constitute the sole and exclusive
obligation or duty of such party to the other party with respect to the
disclosure of material facts relating to the transactions contemplated by this
Agreement, and each of the parties, in deciding whether to enter into this
Agreement and to consummate the transactions contemplated hereby, is not relying
on any general obligation to disclose imposed by applicable Laws. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery of this Agreement and the Closing. All representations
and warranties contained in this Agreement shall terminate and expire 18 months
after the Closing Date; PROVIDED, HOWEVER, that Claims asserted in good faith
with reasonable specificity (to the extent known at such time) and in writing by
notice from either party to the breaching party prior to such date shall not
thereafter be barred by the expiration of


                                      -46-
<PAGE>

the relevant representation or warranty to the extent that it relates to such
Claims; PROVIDED, FURTHER, that the representations and warranties contained in
(a) Section 2.16 shall terminate and expire three years after the Closing Date;
(b) Section 2.01 (the first sentence only), Section 2.02, Section 2.03, Section
2.26, Section 3.01, Section 3.02, Section 4.01 (the first sentence only),
Section 4.02 and Section 4.05, shall survive without limitation; and (c) Section
2.13 and Section 2.14 shall terminate and expire on the date which is 90 days
after the date upon which the Liability to which any claim based upon, arising
out of or otherwise in respect of any inaccuracy or breach of any such
representation or warranty may relate is barred by all applicable statutes of
limitations (including all periods of extension, whether automatic or
permissive). Except as otherwise expressly provided in this Agreement, the
covenants and agreements contained in this Agreement shall survive the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.

         Section 10.02      OBLIGATION OF ARG AND ACQUISITION SUB TO INDEMNIFY.
Subject to the limitations contained in this Article X, from and after the
Closing, ARG and Acquisition Sub (but not Triarc) jointly and severally agree to
indemnify, defend and hold harmless RTMMC, each of the Members and each of their
respective directors, officers, employees, Representatives, successors and
assigns (collectively, the "RTMMC INDEMNIFIED PARTIES") from and against all
Losses based upon or arising from:

         (a)      any breach of or inaccuracy in any representation or warranty
of Triarc, ARG or Acquisition Sub contained in this Agreement or in the
certificate delivered by Triarc pursuant to Section 8.03(c), as of the date such
representation or warranty was made or as if such representation or warranty
were made on and as of the Closing Date (except for representations and
warranties that expressly relate to a specified date, the breach of or
inaccuracy in which will be determined with reference to such specified date);

         (b)      any breach of any covenant or agreement of Triarc, ARG or
Acquisition Sub contained in this Agreement;

         (c)      the ownership or operation of the Purchased Assets at any time
after the Closing (except to the extent Triarc is entitled to indemnification in
respect of such Loss under Section 10.04);

         (d)      any Assumed Liability; or

         (e)      enforcing the indemnification provided for in this Section
10.02, but only if a court of competent jurisdiction determines in a final,
nonappealable judgment that such RTMMC Indemnified Party is entitled to
indemnification under Section 10.02(a), Section 10.02(b), Section 10.02(c) or
Section 10.02(d), as applicable.

         Section 10.03     MATTERS PERTAINING TO INDEMNIFICATION BY ARG AND
ACQUISITION SUB. The indemnification provided for in Section 10.02 shall be
subject to the following limitations:


                                      -47-
<PAGE>

         (a)      Neither ARG nor Acquisition Sub shall be obligated to pay any
amounts in respect of indemnification obligations under Section 10.02(a), except
those based upon or arising from Section 4.01 (the first sentence only), Section
4.02 or Section 4.05 (the "ARG BASKET EXCLUSIONS"), until the aggregate amounts
for indemnification in respect of indemnification obligations under (i) such
Section, except those based upon or arising from the ARG Basket Exclusions, and
(ii) Section 10.02(a) of the RTMAC Purchase Agreement, except those based upon
or arising from the ARG Basket Exclusions (as defined therein), equals $4
million (the "ARG BASKET AMOUNT") after which ARG and Acquisition Sub jointly
and severally shall be obligated to pay in full all such amounts for such
indemnification in excess of the ARG Basket Amount. Neither ARG nor Acquisition
Sub shall be obligated to pay any amounts for indemnification under Section
10.02(a), except those based upon or arising from the ARG Basket Exclusions, for
any particular Loss unless the amount of such Loss (together with the amount of
all other Losses under this Agreement and the RTMAC Purchase Agreement including
the same or related conduct, facts, circumstances or events exceeds $75,000; for
the avoidance of doubt, any amounts for indemnification that neither ARG nor
Acquisition Sub is obligated to pay pursuant to this sentence shall not be
included in computing whether the ARG Basket Amount shall have been exceeded.

         (b)      ARG and Acquisition Sub jointly and severally shall be
obligated to pay any amounts for indemnification based on the ARG Basket
Exclusions without regard to the individual or aggregate amounts thereof and
without regard to whether all other indemnification payments shall have
exceeded, in the aggregate, the ARG Basket Amount.

         (c)      The maximum amount of indemnification payments under Section
10.02(a) of this Agreement and Section 10.02(a) of the RTMAC Purchase Agreement
to which the RTMMC Indemnified Parties shall be entitled to receive (other than
indemnification in connection with any of the ARG Basket Exclusions) shall not
in the aggregate exceed an amount equal to $40 million. Neither ARG nor
Acquisition Sub shall be liable for indemnification under this Agreement or the
RTMAC Purchase Agreement in an aggregate amount in excess of the sum of the
Aggregate Merger Consideration, the Aggregate Purchase Price and the RTMAC
Purchase Price.

         (d)      For purposes of determining whether a representation,
warranty, covenant or agreement has been breached or is inaccurate, limitations
or qualifications as to dollar amount, materiality, Triarc Material Adverse
Effect or ARG Material Adverse Effect (or similar concept) set forth in such
representation, warranty, covenant or agreement shall not be disregarded, but if
a breach or inaccuracy is so determined, then the amount of any Loss arising
from such breach or inaccuracy of such representation, warranty, covenant or
agreement shall be determined without regard to any limitation or qualification
as to dollar amount, materiality, Triarc Material Adverse Effect or ARG Material
Adverse Effect (or similar concept) set forth in such representation, warranty,
covenant or agreement.

         (e)      Indemnification of an RTMMC Indemnified Party by ARG or
Acquisition Sub shall be limited to the amount of any Loss that remains after
deducting


                                      -48-
<PAGE>

therefrom (and the cumulative amount of all Losses for purposes of determining
the ARG Basket Amount shall be reduced by the amount of) any insurance proceeds
or any indemnity, contribution or other similar payment actually recovered (net
of out-of-pocket costs incurred in connection with such recovery) by an RTMMC
Indemnified Party from any insurer or third party with respect thereto;
PROVIDED, that no RTMMC Indemnified Party shall be obligated to seek any such
recovery.

         (f)      To the extent that an RTMMC Indemnified Party has recovered
all or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such RTMMC Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement.

         (g)      In no event shall any RTMMC Indemnified Party be entitled to
be indemnified for or make a claim against ARG or Acquisition Sub for (i) lost
profits or other consequential, incidental, special or punitive damages
resulting hereunder (other than such damages payable to a Governmental Entity or
other Person in respect of a third party claim as to which such damages were
assessed) or (ii) any Losses based upon or arising from any Legal Action
threatened or commenced against Triarc or any of its Subsidiaries or any of
their respective directors, officers, Affiliates, employees, Representatives,
successors or assigns by any shareholder of Triarc relating to the transactions
contemplated by this Agreement or any of the Ancillary Agreements.

         Section 10.04     OBLIGATION OF RTMMC AND THE MEMBERS TO INDEMNIFY.

         (a)      Subject to the limitations contained in this Article X, from
and after the Closing, RTMMC and each Member jointly and severally agrees to
indemnify, defend and hold harmless Triarc and its Subsidiaries and their
respective directors, officers, control persons (but only to the extent such
control persons have Liability under any federal or state securities Law),
employees, Representatives, successors and assigns (collectively, the "TRIARC
INDEMNIFIED PARTIES") from and against all Losses based upon or arising from:

                  (i)      any breach of or inaccuracy in any representation or
warranty of RTMMC or any of the Members contained in Article II (other than any
representation or warranty contained in Section 2.13, any breach of or
inaccuracy in which is addressed in Article VII) or in the certificate delivered
by the RTM Representatives pursuant to Section 8.02(d) in respect of such
representations and warranties, as of the date such representation or warranty
was made or as if such representation or warranty were made on and as of the
Closing Date (except for representations and warranties that expressly relate to
a specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date);

                  (ii)     any breach of any covenant or agreement of RTMMC
contained in this Agreement or any covenant or agreement of the Members
contained in this Agreement that is also a covenant or agreement of RTMMC
contained in this Agreement (other than, in each case, any covenant or agreement
contained in Section 5.01(p) or Article VII, any breach of which is addressed in
Article VII);


                                      -49-
<PAGE>

                  (iii)    any Excluded Liability (other than any Excluded
Liability related to Taxes, which is addressed in Article VII);

                  (iv)     the failure to comply with any Bulk Sales Law in
connection with the transactions contemplated by this Agreement (other than a
Liability that is otherwise an Assumed Liability;

                  (v)      any Legal Action (other than in respect to Dissenting
Shares (as defined in the Merger Agreement under Article 13 of the GBCC (as
defined in the RTMRG Merger Agreement)) threatened or commenced by an RTMRG
Shareholder, a Member or an RTMAC Seller relating to the transactions
contemplated by this Agreement, the RTMAC Purchase Agreement or the RTMRG Merger
Agreement (other than any such Legal Action threatened or commenced by any party
to such agreement to enforce against Triarc or any of its direct or indirect
Subsidiaries, as applicable, the terms of this Agreement, the RTMRG Merger
Agreement or the RTMAC Purchase Agreement or the agreements contemplated hereby
or thereby); or

                  (vi)     enforcing the indemnification provided for in this
Section 10.04(a), but only if a court of competent jurisdiction determines in a
final, nonappealable judgment that such Triarc Indemnified Party is entitled to
indemnification under Section 10.04(a)(i), Section 10.04(a)(ii), Section
10.04(a)(iii), Section 10.04 (a)(iv) or Section 10.04(a)(v), as applicable.

         (b)      Subject to the limitations contained in this Article X, from
and after the Closing, each Member agrees to jointly and severally (to the
extent of the RTM Escrow Fund) and thereafter severally and not jointly,
indemnify, defend and hold harmless the Triarc Indemnified Parties from and
against all Losses based upon or arising from:

                  (i)      any breach of or inaccuracy in any representation or
warranty of such Member contained in Article III or in the certificate delivered
by the RTM Representatives pursuant to Section 8.02(d) in respect of such
representations and warranties, as of the date such representation or warranty
was made or as if such representation or warranty were made on and as of the
Closing Date (except for representations and warranties that expressly relate to
a specified date, the breach of or inaccuracy in which will be determined with
reference to such specified date);

                  (ii)     any breach of any covenant or agreement of such
Member contained in this Agreement that is not also a covenant or agreement of
RTMMC contained in this Agreement; or

                  (iii)    enforcing the indemnification provided for in this
Section 10.04(b), but only if a court of competent jurisdiction determines in a
final, nonappealable judgment that such Triarc Indemnified Party is entitled to
indemnification under Section 10.04(b)(i) or Section 10.04(b)(ii).


                                      -50-
<PAGE>

         Section 10.05     MATTERS PERTAINING TO INDEMNIFICATION BY RTMMC AND
THE MEMBERS. The indemnification provided for in Section 10.04 shall be subject
to the following limitations:

         (a)      RTMMC and the Members shall not be obligated to pay any
amounts in respect of indemnification obligations under Section 10.04(a)(i) or
Section 10.04(b)(i), except those based upon or arising from Section 2.01 (the
first sentence only), Section 2.02, Section 2.03, Section 2.07(c) (the second
sentence only), Section 2.14, Section 2.26, Section 3.01 or Section 3.02 (the
"RTMMC BASKET EXCLUSIONS"), until the aggregate amounts for indemnification in
respect of indemnification obligations under (i) such Sections 10.04(a)(i) or
Section 10.04(b)(i), except those based upon or arising from the RTMMC Basket
Exclusions, (ii) Section 11.04(a) of the RTMRG Merger Agreement, except those
based upon or arising from the RTMRG Basket Exclusions, and (iii) Section
10.04(a)(i) and Section 10.04(b)(i) of the RTMAC Purchase Agreement, except
those based upon or arising from the RTMAC Basket Exclusions, equals $5 million
(the "RTM BASKET AMOUNT"), after which RTMMC and the Members shall be obligated
to pay in full all such amounts for such indemnification in excess of the RTM
Basket Amount. RTMMC and the Members shall not be obligated to pay any amounts
in respect of indemnification obligations under Section 10.04(a)(i) and Section
10.04(b)(i), except those based upon or arising from the RTMMC Basket
Exclusions, for any particular Loss unless the amount of such Loss (together
with the amount of all other Losses under this Agreement, the RTMRG Merger
Agreement and the RTMAC Purchase Agreement involving the same or related
conduct, facts, circumstances or events) exceeds $50,000 (or $75,000 in the case
of any Loss (or Losses involving the same or related conduct, facts,
circumstances or events) based upon or arising from breaches of or inaccuracies
in the representations and warranties contained in Section 2.16); for the
avoidance of doubt, any amounts for indemnification that RTMMC and the Members
are not obligated to pay pursuant to this sentence shall not be included in
computing the RTM Basket Amount.

         (b)      RTMMC and the Members shall be obligated to pay any amounts
for indemnification based on the RTMMC Basket Exclusions without regard to the
individual or aggregate amounts thereof and without regard to whether all other
indemnification payments shall have exceeded, in the aggregate, the RTM Basket
Amount.

         (c)      The maximum amount of indemnification payments under Section
10.04(a)(i) and Section 10.04(b)(i) of this Agreement, Section 10.04(a) of the
RTMRG Merger Agreement and Section 10.04(a)(i) and Section 10.04(b)(i) of the
RTMAC Purchase Agreement to which the Triarc Indemnified Parties shall be
entitled to receive (other than indemnification in connection with any of the
RTMMC Basket Exclusions, the RTMRG Basket Exclusions and the RTMAC Basket
Exclusions) shall not exceed in the aggregate an amount equal to $40 million. No
Member will be liable for indemnification under this Agreement (whether pursuant
to Article VII or this Article X), including in this calculation such Member's
pro rata share of indemnification (but not purchase price adjustment) payments
made from the RTM Escrow Fund, in an amount in excess of the sum of (x) 100% of
the sum of (i) the Per Share Merger


                                      -51-
<PAGE>

Consideration received by, and to the extent the following reduces dollar for
dollar the amount of Per Share Merger Consideration otherwise payable, the RTMRG
Shareholders Obligations Amount as of immediately prior to the Closing owed by,
such Member, (ii) the portion of the RTMAC Aggregate Purchase Price received by
such Member and (iii) a pro rata portion of the Aggregate Purchase Price based
on such Member's percentage interest in RTMMC immediately prior to the Closing,
PLUS (y) if such Member is an RTMRG Principal Shareholder, a pro rata portion of
12.9% of the Aggregate Merger Consideration, such portion to be based on the
number of shares of RTMRG Common Stock held by such RTMRG Principal Shareholders
relative to the total number of shares of RTMRG Common Stock held by all RTMRG
Principal Shareholders immediately prior to the First Effective Time, MINUS (z)
an amount equal to any indemnification claims paid by such Member under or in
respect of the RTMAC Purchase Agreement or the RTMRG Merger Agreement.

         (d)      In seeking indemnification hereunder, the Triarc Indemnified
Parties shall first exercise their remedies with respect to the RTM Escrow Fund
pursuant to the Escrow Agreement and, if the RTM Escrow Fund has been exhausted
in full, with respect to RTMMC and the Members (individually or jointly)
directly pursuant to this Agreement.

         (e)      For purposes of determining whether a representation,
warranty, covenant or agreement has been breached or is inaccurate, limitations
or qualifications as to dollar amount, materiality or RTMMC Material Adverse
Effect (or similar concept) set forth in such representation, warranty, covenant
or agreement shall not be disregarded but if a breach or inaccuracy is so
determined, the amount of any Loss arising from such breach or inaccuracy of
such representation, warranty, covenant or agreement shall be determined without
regard to any limitation or qualification as to dollar amount, materiality or
RTMMC Material Adverse Effect (or similar concept) set forth in such
representation warranty, covenant or agreement.

         (f)      Indemnification of a Triarc Indemnified Party by RTMMC or any
Member shall be limited to the amount of any Loss that remains after deducting
therefrom (and the cumulative amount of all Losses for purposes of determining
the RTM Basket Amount shall be reduced by the amount of) any insurance proceeds
or any indemnity, contribution or other similar payment actually recovered (net
of out-of-pocket costs incurred in connection with such recovery) by a Triarc
Indemnified Party from any insurer or third party with respect thereto;
PROVIDED, that no Triarc Indemnified Party shall be obligated to seek any such
recovery.

         (g)      To the extent that a Triarc Indemnified Party has recovered
all or any portion of its Losses with respect to any matter arising under one
provision of this Agreement, such Triarc Indemnified Party shall not be entitled
to recover such portion of such Losses pursuant to other provisions of this
Agreement, the RTMAC Purchase Agreement or the RTMRG Merger Agreement. Without
limiting the generality of the foregoing, to the extent any Losses were taken
into account and had the effect of increasing the RTM Estimated Net Liabilities
or RTM Closing Net Liabilities determined pursuant to Section 2.08 of the RTMRG
Merger Agreement and Section 2.09 of the


                                      -52-
<PAGE>

RTMRG Merger Agreement, respectively, the amount by which such Losses resulted
in an increase of the RTM Estimated Net Liabilities or RTM Closing Net
Liabilities, as the case may be, shall reduce on a dollar-for-dollar basis the
amount of such Loss for which the Triarc Indemnified Parties are entitled to
indemnification under Section 10.04.

         (h)      In no event shall any Triarc Indemnified Party be entitled to
be indemnified for or make a claim against RTMMC or any Member for lost profits
or other consequential, incidental, special or punitive damages resulting
hereunder (other than such damages payable to a Governmental Entity or other
Person in respect of a third party claim as to which such damages were
assessed).

         Section 10.06     PROCEDURE FOR INDEMNIFICATION. The party making a
claim under this Article X is referred to as the "INDEMNIFIED PARTY," and the
party against whom such claims are asserted under this Article X is referred to
as the "INDEMNIFYING PARTY." If the Indemnifying Party is RTMMC or a Member, the
RTM Representatives shall exercise, in accordance with Section 11.17, all rights
of RTMMC or such Member as an Indemnifying Party in this Section 10.06, and for
procedural purposes only, all references to the Indemnifying Party in this
Section 10.06 shall be deemed to refer to the RTM Representatives. All claims by
any Indemnified Party under this Article X shall be asserted and resolved as
follows:

         (a)      NOTICE OF ASSERTED LIABILITY. Promptly after receipt by the
Indemnified Party of notice of the commencement of any action or proceeding, the
assertion of any claim by a third party, the imposition of any penalty or
assessment or a claim not involving a third party for which the Indemnified
Party seeks to be indemnified that may result in a Loss (each, an "ASSERTED
LIABILITY"), the Indemnified Party shall give written notice of such Asserted
Liability (the "CLAIMS NOTICE") to the Indemnifying Party. The failure to give
such prompt written notice shall not, however, relieve the Indemnifying Party of
its indemnification obligations, except and only to the extent that the
Indemnifying Party forfeits rights or defenses by reason of such failure or
actually incurs an incremental out-of-pocket expense by reason of such failure.
The Claims Notice shall describe the Asserted Liability in reasonable detail,
including (i) the representation, warranty, covenant or agreement that is
alleged to have been inaccurate or to have been breached, (ii) the basis for
such allegation, including the provision of supporting documentation and (iii)
if known, the aggregate amount of the Losses for which a claim is being made
under this Article X or, to the extent that such Losses are not known or have
not been incurred at the time such claim is made, an estimate, to be prepared in
good faith and accompanied by supporting documentation, of the aggregate
potential amount of such Losses.

         (b)      NON-THIRD PARTY CLAIMS. If the Claims Notice from the
Indemnified Party pertains to an Asserted Liability other than a claim or demand
from a third party, then the Indemnifying Party shall have 30 days following
receipt of the Claims Notice to make such investigation at the expense of the
Indemnifying Party of the Asserted Liability as the Indemnifying Party deems
necessary or desirable. For the purposes of such investigation, the Indemnified
Party agrees to make available to the Indemnifying Party the information relied
upon by the Indemnified Party to substantiate


                                      -53-
<PAGE>

the Asserted Liability and such other information in its possession that the
Indemnifying Party may reasonably request for purposes of such investigation. If
the Indemnified Party and the Indemnifying Party agree at or prior to the
expiration of said 30 day period (or any mutually agreed upon extension thereof)
on the validity and amount of such Asserted Liability, the Indemnifying Party
shall promptly pay to the Indemnified Party the full amount of the claim by wire
transfer of immediately available funds to an account designated by the
Indemnified Party. If the Indemnified Party and the Indemnifying Party do not
agree at or prior to the expiration of said 30 day period (as such period may be
extended by mutual agreement) on the validity and amount of such Asserted
Liability, then each of the Indemnified Party and the Indemnifying Party may
pursue the remedies available under this Agreement.

         (c)      OPPORTUNITY TO DEFEND THIRD PARTY CLAIMS.

                  (i)      If the Claims Notice pertains to an Asserted
Liability that relates to a claim or demand from a third party, the Indemnifying
Party may elect to compromise or defend, at its own expense and by its own
counsel, such Asserted Liability; PROVIDED, that if the Indemnifying Party is
RTMMC or a Member, the Indemnifying Party shall not have the right to defend or
direct the defense of any such Asserted Liability that is asserted directly or
indirectly by or on behalf of a Person that is a current or prospective supplier
or franchisee of Triarc or any of its Subsidiaries if in the reasonable judgment
of the Indemnified Party (which may be asserted at any time) the Indemnifying
Party's defense of such Asserted Liability could reasonably be expected to have
a material adverse effect on the Indemnified Party's existing or prospective
relationship with such current or prospective supplier or franchisee.

                  (ii)     If the Indemnifying Party elects to compromise or
defend such Asserted Liability, it shall promptly notify the Indemnified Party
and any other Indemnifying Parties in writing of its intent to do so, and the
Indemnified Party, at the expense of the applicable Indemnifying Party or
Indemnifying Parties, shall cooperate in the compromise of, or defense against,
such Asserted Liability.

                  (iii)    If the Indemnifying Party elects not to compromise or
defend such Asserted Liability, fails to promptly notify the Indemnified Party
in writing of its election as provided in this Agreement, or otherwise abandons
the defense of such Asserted Liability, the Indemnified Party may pay,
compromise or defend such Asserted Liability and seek indemnification for any
and all Losses based upon, arising from or relating to such Asserted Liability.
Notwithstanding the foregoing, neither the Indemnifying Party nor the
Indemnified Party shall settle or compromise any Asserted Liability without the
prior written consent of the other (which consent shall not be unreasonably
withheld, conditioned or delayed);

                  (iv)     The Indemnified Party shall have the right to
participate in the defense of any Asserted Liability with counsel selected by it
and reasonably satisfactory to the Indemnifying Party subject to the
Indemnifying Party's right to control the defense. The fees and disbursements of
such counsel shall be at the expense of the Indemnified Party; PROVIDED, that if
in the reasonable opinion of counsel to the


                                      -54-
<PAGE>

Indemnified Party, (I) there are legal defenses available to an Indemnified
Party that are different from or additional to those available to the
Indemnifying Party or (II) there exists a conflict of interest between the
Indemnifying Party and the Indemnified Party that cannot be waived, the
Indemnifying Party shall be liable for the reasonable legal fees and expenses of
one separate counsel to all of the applicable Indemnified Parties (in addition
to one local counsel in each jurisdiction that may be necessary or appropriate;
PROVIDED, that the Indemnified Parties shall use commercially reasonable efforts
(to the extent the Indemnified Parties reasonably believe it appropriate to do
so) to minimize the need for local counsel. If the Indemnifying Party chooses to
defend any Asserted Liability, the Indemnified Party shall make available to the
Indemnifying Party any personnel, books, records or other documents within its
control that are necessary or appropriate for such defense.

                  (v)      The rights of RTMMC and the Members under this
Section 10.06(c) with respect to any Asserted Liability for which RTMMC and all
of the Members are Indemnifying Parties may be exercised solely by the RTM
Representatives and, if the RTM Representatives elect to defend such Asserted
Liability, the RTM Representatives shall have sole and exclusive control over
such defense as between RTMMC and the Members.

                  (vi)     Notwithstanding any other provision of this
Agreement, the provisions of this Section 10.06(c) shall not apply to any
Asserted Liability for Taxes.

         Section 10.07     SOLE AND EXCLUSIVE REMEDY. Except as otherwise
provided in Section 11.14, from and after the Closing, the remedies provided in
Article VII and this Article X and the Escrow Agreement shall be the sole
recourse of all parties hereto for all Losses based upon, arising from or
relating to any breach of any representation, warranty or covenant contained in
this Agreement or in any certificate delivered pursuant to Section 8.02(d) or
Section 8.03(c); PROVIDED, that the remedies provided in Article VII shall be
the sole remedy of the Triarc Indemnified Parties for all Tax Losses. Nothing in
this Section 10.07 shall limit any Person's right to seek and obtain any
equitable relief to which any Person shall be entitled or to seek any remedy on
account of any Person's fraud.

         Section 10.08     MISCELLANEOUS. It is the intention of the parties to
treat any indemnity payment made under this Agreement with respect to the Asset
Purchase as an adjustment to the Aggregate Purchase Price for all federal,
state, local and foreign Tax purposes, and the parties agree to file their Tax
Returns accordingly, except as otherwise required by a change in law or a good
faith resolution of a contest.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01     DEFINITIONS. The following terms, as used herein,
have the following meanings:


                                      -55-
<PAGE>

         "ACCOUNTS RECEIVABLE" means all rights of RTMMC to payment for goods or
services provided by RTMMC.

         "ACQUISITION SUB" has the meaning set forth in the preamble.

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control
with, such first Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by Contract or otherwise.

         "AGGREGATE MERGER CONSIDERATION" has the meaning set forth in the RTMRG
Merger Agreement.

         "AGGREGATE PURCHASE PRICE" has the meaning set forth in Section 1.05.

         "AGREEMENT" has the meaning set forth in the preamble.

         "ALLOCATION REQUIREMENT" has the meaning set forth in Section 8.02(m).

         "ANCILLARY AGREEMENTS" means the Atlanta Office Leases, the Certificate
of Designation, the Corporate Services Agreement, the Escrow Agreement, the
Management Services Agreement, the Registration Rights Agreement, the RTMAC
Purchase Agreement, the RTMRG Merger Agreement, the Trademark License Agreement
and the Transaction Support Agreement.

         "ARG" has the meaning set forth in the preamble.

         "ARG BASKET AMOUNT" has the meaning set forth in Section 10.03(a).

         "ARG BASKET EXCLUSIONS" has the meaning set forth in Section 10.03(a).

         "ARG MATERIAL ADVERSE EFFECT" has the meaning set forth in the RTMRG
Merger Agreement.

         "ASSERTED LIABILITY" has the meaning set forth in Section 10.06(a).

         "ASSET PURCHASE" has the meaning set forth in the recitals.

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" has the meaning set forth in
Section 8.03(f).

         "ASSUMED CONTRACTS" has the meaning set forth in Section 1.01(b).

         "ASSUMED LEASES" has the meaning set forth in Section 1.01(c).


                                      -56-
<PAGE>

         "ASSUMED LIABILITIES" has the meaning set forth in Section 1.03.

         "ATLANTA OFFICE LEASES" has the meaning set forth in the recitals.

         "BOOKS AND RECORDS" means all of the RTMMC's books and records used in
connection with or otherwise related to the Purchased Assets or the Assumed
Liabilities, including (a) all corporate records (or their limited liability
company equivalent), (b) executed copies of all of the Assumed Leases and the
Assumed Contracts, (c) all equipment, product and other warranties pertaining to
the Purchased Assets, (d) all technical information and data, maps, computer
files, diagrams, blueprints and schematics, (e) all filings made with or records
required to be kept by any Governmental Entity (including all backup information
on which such filings are based), (f) all research and development reports, (g)
all equipment and operating logs, (h) all financial and accounting records, (i)
all books and records relating to Tax matters, and (j) all creative, promotional
or advertising materials.

         "BULK SALES LAWS" has the meaning set forth in Section 6.14.

         "BUSINESS" means the business and operations of RTMMC in respect of the
"Arby's" restaurant franchise and not in respect of the "Mrs. Winner's" or
"Lee's" restaurant franchises.

         "BUSINESS DAY" means any day, other than Saturday, Sunday or a day on
which banks in New York City are permitted or required by Law to be closed, and
shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern
time.

         "CERTIFICATE OF DESIGNATION" has the meaning set forth in the RTMRG
Merger Agreement.

         "CLAIMS NOTICE" has the meaning set forth in Section 10.06(a).

         "CLOSING" has the meaning set forth in Section 1.06.

         "CLOSING DATE" has the meaning set forth in Section 1.06.

         "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "CONFIDENTIALITY AGREEMENTS" has the meaning set forth in Section
6.01(b).

         "CONTEST" has the meaning set forth in Section 7.03(a).

         "CONTRACTS" means any written or oral contracts, agreements, licenses,
notes, bonds, mortgages, indentures, commitments, leases or other instruments or
other legally binding obligations.


                                      -57-
<PAGE>

         "CORPORATE SERVICES AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "CUSTOMER LISTS" means all lists, documents, records, written
information, computer files and other computer readable media used by RTMMC in
connection with or otherwise related to the Purchased Assets, concerning past,
present or prospective customers of, or other purchasers of goods or services
from, the Purchased Assets.

         "DEBT FINANCING" has the meaning set forth in the RTMRG Merger
Agreement.

         "DEBT REFINANCINGS" has the meaning set forth in the RTMRG Merger
Agreement.

         "DOL" means the United States Department of Labor.

         "ENVIRONMENTAL LAWS" shall mean federal, state, local and foreign laws,
principles of common laws, civil laws, regulations and codes, as well as orders,
decrees, judgments or injunctions, issued, promulgated, approved or entered
thereunder relating to pollution, protection of the environment or public or
employee health and safety, in each case as in effect on or prior to the date
hereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ESCROW AGENT" has the meaning set forth in the RTMRG Merger Agreement.

         "ESCROW AGREEMENT" has the meaning set forth in the recitals.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.

         "EXCLUDED ASSET DISPOSITION" has the meaning set forth in the RTMRG
Merger Agreement.

         "EXCLUDED ASSETS" has the meaning set forth in Section 1.02.

         "EXCLUDED LIABILITIES" has the meaning set forth in Section 1.04.

         "EXCLUDED RECEIVABLES" means all receivables and other rights to
payment owed to RTMMC by any RTM Related Entity or any other Affiliate of RTMMC,
other than RTMRG, RTMAC or any of their respective Subsidiaries.

         "EXPENSE FUND" has the meaning set forth in the RTMRG Merger Agreement.

         "EXPENSES" has the meaning set forth in Section 11.03.


                                      -58-
<PAGE>

         "FIRST CERTIFICATE OF MERGER" has the meaning set forth in the RTMRG
Merger Agreement.

         "FIRST EFFECTIVE TIME" has the meaning set forth in the RTMRG Merger
Agreement.

         "FIRST MERGER" has the meaning set forth in the recitals.

         "GAAP" means United States generally accepted accounting principles.

         "GOVERNMENTAL ENTITY" means any international, national, federal,
state, provincial or local governmental, regulatory or administrative authority,
agency, commission, court, tribunal, arbitral body or self-regulated entity,
whether domestic or foreign.

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.

         "IMMEDIATE FAMILY MEMBER" means, with respect to any natural person,
(a) such person's spouse, parents, grandparents, children, grandchildren and
siblings, (b) such person's former spouses and current spouses of such person's
children, grandchildren and siblings and (c) estates, trusts, partnerships and
other entities of which substantially all of the interest is held directly or
indirectly by the foregoing.

         "INDEBTEDNESS" has the meaning set forth in the RTMRG Merger Agreement.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 10.06.

         "INDEMNIFYING PARTY" has the meaning set forth in Section 10.06.

         "INDEPENDENT ACCOUNTANTS" has the meaning set forth in the RTMRG Merger
Agreement.

         "INVENTORY" means all merchantable inventory of food, beverages and
other consumables, paper and supplies, as well as new uniforms and promotional
items located or otherwise used at the Restaurants at the close of business on
the Closing.

         "INVESTMENTS" has the meaning set forth in Section 2.04.

         "IRS" means the United States Internal Revenue Service.

         "KNOWLEDGE" means the knowledge of each respective Member and of
Michael Abt, Jerry Ardizzone, Sharron L. Barton, Susan Bauer, Daniel Collins,
Dennis E. Cooper, Thomas A. Garrett, Michael Lippert, David Pipes, Robert
Rogers, Melissa Strait, John Todd, Russell V. Umphenour, Jr. and J. Russell
Welch, after due inquiry.


                                      -59-
<PAGE>

         "LAWS" means any domestic or foreign laws, statutes, ordinances, rules,
regulations, codes or executive orders executed, issued, adopted, promulgated or
applied by any Governmental Entity which, for the avoidance of doubt, shall
include the rules and regulations of any national securities exchange.

         "LEASED REAL PROPERTY" means the leasehold interests of RTMMC as of the
date hereof that are used in connection with or otherwise related to the
Business, plus such additions thereto and less such deletions therefrom arising
between the date hereof and the Closing Date in accordance with Section 5.01
hereof.

         "LEASEHOLD INTERESTS" means all of RTMMC's right, title and interest
in, to and under the Assumed Leases, including all of the RTMMC's right, title
and interest in and to any security deposits made under the Assumed Leases.

         "LEASES" means all lease agreements pursuant to which RTMMC has been
granted, and currently holds, a leasehold estate and interest in any of the
Leased Real Property, and all rights associated therewith.

         "LEGAL ACTIONS" means any legal actions, claims, demands, arbitrations,
hearings, charges, complaints, investigations, examinations, indictments,
litigations, suits or other civil, criminal, administrative or investigative
proceedings, at law, in equity or otherwise, by or before any Governmental
Entity.

         "LIABILITIES" means all liabilities, whether accrued contingent,
absolute, inchoate or otherwise.

         "LIENS" means any liens, pledges, security interests, claims,
encumbrances, options, rights of first refusal or offer, mortgages, deeds of
trust, easements, restrictive covenants, encroachments or other survey defects
or any other restriction or third party right, including restrictions on the
right to vote equity interests.

         "LOSSES" means any and all losses, Liabilities, judgments, damages,
deficiencies, awards, fines, penalties, Taxes, diminutions in value, expenses,
fees, costs, or amounts paid in settlement (including interest and reasonable
costs or expenses (including reasonable attorneys' fees and costs)), arising out
of any incident, event, circumstance or proceeding asserted or initiated or
otherwise occurring or existing in respect of any matter.

         "MANAGEMENT SERVICES AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "MEMBER" has the meaning set forth in the preamble.

         "MEMBERSHIP INTEREST" means a membership interest in RTMMC.

         "MERGER SUB CORP." has the meaning set forth in the recitals.

         "MERGER SUB LLC" has the meaning set forth in the recitals.


                                      -60-
<PAGE>

         "MERGERS" has the meaning set forth in the recitals.

         "MRS. WINNERS OBLIGORS" has the meaning set forth in the RTMRG Merger
Agreement.

         "NET LIABILITIES" has the meaning set forth in the RTMRG Merger
Agreement.

         "ORDERS" means any orders, judgments, injunctions, awards, decrees or
writs handed down, adopted or imposed by any Governmental Entity.

         "PER SHARE MERGER CONSIDERATION" has the meaning set forth in the RTMRG
Merger Agreement.

         "PERMITS" means any franchises, grants, authorizations, licenses,
registrations, easements, variances, exceptions, consents, certificates,
approvals and other permits of any Governmental Entity.

         "PERMITTED LIENS" means (i) Liens for Taxes (and assessments and other
governmental charges) not yet due and payable or that have been paid in full,
(ii) mechanics', landlord's workmen's, repairmen's, warehousemen's, carriers' or
other like Liens (including Liens created by operation of law) arising in the
ordinary course of business consistent with past practice and securing amounts
that are not yet due and payable or are being contested in good faith, (iii)
Liens in respect of easements, permits, licenses, rights-of-way, restrictive
covenants, reservations or encroachments or other similar non-monetary title
exceptions with respect to real property which do not materially affect the
current use of the underlying asset, (iv) Liens in respect of pledges or
deposits under workers' compensation laws or similar legislation, unemployment
insurance or other types of social security or to secure the performance of
statutory obligations, surety and appeal, bonds, bids, leases, government
Contracts and similar obligations, (v) municipal by-laws, development
restrictions or regulations, facility cost sharing and servicing Contracts and
zoning, building or planning restrictions or regulations, (vi) Liens securing
Indebtedness to be repaid in the Debt Refinancings and (vii) Liens arising in
connection with this Agreement.

         "PERSON" means an individual, corporation, partnership, joint venture,
limited liability company, association, trust or other entity or organization,
including an unincorporated organization, a government or political subdivision
or an agency or instrumentality thereof.

         "PERSONAL PROPERTY" means all of the equipment, tools, leasehold
improvements, plant, inventory, spare parts, supplies and other tangible
personal property that are, as of the date hereof, owned or leased by RTMMC for
use in connection with or otherwise related to the Purchased Assets, plus such
additions thereto and less such deletions therefrom arising between the date
hereof and the Closing Date in accordance with Section 5.01 hereof.


                                      -61-
<PAGE>

         "POST-CLOSING TAXES" has the meaning set forth in Section 7.01(b).

         "POST-TRANSITION PERIOD BENEFIT PLANS" has the meaning set forth in
Section 6.08(d).

         "PRE-CLOSING INCOME TAX RETURNS" has the meaning set forth in Section
7.04(b).

         "PRE-CLOSING TAXABLE PERIODS" has the meaning set forth in Section
7.04(a).

         "PRE-CLOSING TAXES" has the meaning set forth in Section 7.01(a).

         "PURCHASED ASSETS" has the meaning set forth in Section 1.01.

         "PURCHASE PRICE ALLOCATION" means the following allocation: (x) the
Merger Consideration (subject to Section 2.02(c)(iv) and as adjusted for
payments pursuant to Section 2.07 of the RTMRG Merger Agreement), and any
amounts treated as an adjustment to the aggregate Per Share Merger Consideration
pursuant to Section 11.08 of the RTMRG Merger Agreement, will be allocated to
the shares of RTMRG Common Stock outstanding on the Closing, (y) the RTMAC
Aggregate Purchase Price, and any amounts treated as an adjustment to the RTMAC
Aggregate Purchase Price pursuant to Section 10.08 of the RTMAC Purchase
Agreement, will be allocated to the membership interests acquired in the RTMAC
Purchase and (z) the Aggregate Purchase Price, and any amounts treated as an
adjustment to the Aggregate Purchase Price pursuant to Section 10.08, and
Assumed Liabilities will be allocated to the Purchased Assets.

         "REGISTRATION RIGHTS AGREEMENT" has the meaning set forth in the RTMRG
Merger Agreement.

         "REPRESENTATIVES" means, with respect to any Person, the directors,
officers, employees, consultants, accountants, legal counsel, investment
bankers, agents and other representatives of such Person and its Subsidiaries.

         "REQUIRED DEBT CONSENTS" has the meaning set forth in Section 6.05(b).

         "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 2.07(a).

         "RESTATED COMBINED RTM FINANCIAL STATEMENTS" has the meaning set forth
in Section 2.07(a).

         "RESTATED COMBINED RTM UNAUDITED FINANCIAL STATEMENTS" has the meaning
set forth in Section 2.07(a).

         "RESTAURANTS" means "Arby's" branded restaurants and, with respect to
any Person, those certain "Arby's" restaurants owned or leased by such Person.


                                      -62-
<PAGE>

         "RTM BASKET AMOUNT" has the meaning set forth in Section 10.05(a).

         "RTM BENCHMARK" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTM CLOSING BALANCE SHEET" has the meaning set forth in the RTMRG
Merger Agreement.

         "RTM CLOSING NET LIABILITIES" has the meaning set forth in the RTMRG
Merger Agreement.

         "RTM ESCROW FUND" has the meaning set forth in the Escrow Agreement.

         "RTM ESTIMATED NET LIABILITIES" has the meaning set forth in the RTMRG
Merger Agreement.

         "RTM MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the business, condition (financial or otherwise), assets, properties
or results of operations of the RTM Parties and their Subsidiaries, taken as a
whole, but shall exclude any change or development resulting from (i) any change
in Law or accounting rules or interpretations thereof, (ii) any change in
interest rates, general economic conditions or changes in the general economic
condition of any segment of the restaurant industry, or (iii) any change
resulting from the entry into or the announcement of this Agreement or the
transactions contemplated hereby, the performance of a party's obligations
hereunder or to avoid a breach of this Agreement or (b) that prevents,
materially delays or materially impairs the ability of any RTM Party, any RTMRG
Shareholder, any RTMAC Seller, RTMMC or any Member to perform its obligations
under this Agreement and the Ancillary Agreements to which it is a party or to
consummate the transactions contemplated hereby or thereby.

         "RTM NON-PREPAYABLE DEBT" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTM PARTIES" means each of RTMRG, RTMAC and RTMMC.

         "RTM POST-SIGNING RETURNS" has the meaning set forth in Section
5.01(p).

         "RTM RELATED ENTITIES" means, collectively, Lee's Famous Recipe, Inc.,
Crown Restaurants, Inc., Winners Corporation, Winners Partners, Mrs. Winners,
L.P. and Winners International Restaurants, Inc. and their respective
Subsidiaries.

         "RTM REPRESENTATIVES" has the meaning set forth in Section 11.17(a).

         "RTM TRANSACTIONS" has the meaning set forth in the recitals.

         "RTMAC" has the meaning set forth in the recitals.


                                      -63-
<PAGE>

         "RTMAC AGGREGATE PURCHASE PRICE" has the meaning set forth in the
recitals.

         "RTMAC ASSET RANGE" has the meaning set forth in the RTMAC Purchase
Agreement.

         "RTMAC BASKET EXCLUSIONS" has the meaning set forth in the RTMAC
Purchase Agreement.

         "RTMAC PURCHASE" has the meaning set forth in the recitals.

         "RTMAC PURCHASE AGREEMENT" has the meaning set forth in the recitals.

         "RTMAC SELLERS" means the "Sellers" as defined in the RTMAC Purchase
Agreement.

         "RTMMC" has the meaning set forth in the preamble.

         "RTMMC ASSET RANGE" means an amount greater than $117 million and less
than $127 million; PROVIDED, appropriate adjustments will be made to the RTMMC
Asset Range to the extent that, as of Closing, the assets of RTMMC, or the
condition of such assets, differ from the assets of RTMMC, or the condition of
such assets, as presented in the information supplied to Valuation Research
Corporation prior to the date hereof.

         "RTMMC BASKET EXCLUSIONS" has the meaning set forth in Section
10.05(a).

         "RTMMC DISCLOSURE LETTER" has the meaning set forth in Article II.

         "RTMMC EMPLOYEE PLAN" has the meaning set forth in Section 2.14(a).

         "RTMMC EMPLOYEES" means all employees of RTMMC.

         "RTMMC INDEMNIFIED PARTIES" has the meaning set forth in Section 10.02.

         "RTMMC INTELLECTUAL PROPERTY RIGHTS" has the meaning set forth in
Section 2.17(c).

         "RTMMC LEASES" has the meaning set forth in Section 2.12(a)(xiv).

         "RTMMC MATERIAL ADVERSE EFFECT" means an effect that (a) is materially
adverse to the Purchased Assets, condition (financial or otherwise), assets,
properties or results of operations of RTMMC, but shall exclude any change or
development resulting from (i) any change in Law or accounting rules or
interpretations thereof, (ii) any change in interest rates, general economic
conditions or changes in the general economic condition of any segment of the
restaurant industry, or (iii) any change resulting from the


                                      -64-
<PAGE>

entry into or the announcement of this Agreement or the transactions
contemplated hereby, the performance of a party's obligations hereunder or to
avoid a breach of this Agreement or (b) that prevents, materially delays or
materially impairs the ability of RTMMC or any Member to perform its obligations
under this Agreement and the Ancillary Agreements to which it is a party or to
consummate the transactions contemplated hereby or thereby.

         "RTMMC MATERIAL CONTRACTS" has the meaning set forth in Section
2.12(a).

         "RTMMC PERMITS" has the meaning set forth in Section 2.10(a).

         "RTMMC PREPAYMENT PENALTIES" has the meaning set forth in Section
2.07(c).

         "RTMMC REAL PROPERTY" has the meaning set forth in Section 2.18.

         "RTMMC REAL PROPERTY LEASE" has the meaning set forth in Section
2.12(a)(xiii).

         "RTMMC RELATED PARTY ARRANGEMENT" has the meaning set forth in Section
2.25.

         "RTMMC THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS" has the meaning set
forth in Section 2.17(b).

         "RTMMC TRANSACTIONS" means any transactions among any of Triarc, ARG,
Acquisition Sub, RTMMC, its direct and indirect members, or any of their
Subsidiaries or any of their Affiliates contemplated by this Agreement, the
RTMRG Merger Agreement or the RTMAC Purchase Agreement to occur on or before the
Closing Date, including any Excluded Asset Dispositions, any payment of the
Aggregate Merger Consideration, the Aggregate Purchase Price, the RTMAC
Aggregate Purchase Price and the transactions described in Section 7.15, Section
7.16, Section 7.18, Section 7.19, Section 8.08, Section 8.11, Section 9.02(i)
and Section 12.18 of the RTMRG Merger Agreement and Section 6.02 of the RTMRG
Merger Agreement; Section 1.03, Section 6.11, Section 8.02(g), Section 8.02(h),
Section 8.02(i) and Section 8.02(j) of this Agreement; and Section 6.12 and
Section 8.02(g) of the RTMAC Purchase Agreement.

         "RTMRG" has the meaning set forth in the recitals.

         "RTMRG BASKET EXCLUSIONS" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTMRG COMMON STOCK" has the meaning set forth in the recitals.

         "RTMRG DISCLOSURE LETTER" has the meaning set forth in the RTMRG Merger
Agreement.


                                      -65-
<PAGE>

         "RTMRG MERGER AGREEMENT" has the meaning set forth in the recitals.

         "RTMRG PRINCIPAL SHAREHOLDERS" has the meaning set forth in the
recitals.

         "RTMRG SHAREHOLDERS" has the meaning set forth in the RTMRG Merger
Agreement.

         "RTMRG SHAREHOLDERS OBLIGATIONS AMOUNT" has the meaning set forth in
the RTMRG Merger Agreement.

         "SEC" means the United States Securities and Exchange Commission.

         "SECOND CERTIFICATE OF MERGER" has the meaning set forth in the RTMRG
Merger Agreement.

         "SECOND MERGER" has the meaning set forth in the recitals.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         "SOA" has the meaning set forth in Section 6.10.

         "STRADDLE PERIOD" has the meaning set forth in Section 7.05.

         "STRADDLE RETURNS" has the meaning set forth in Section 7.04(c).

         "SUBSIDIARY" means, as to any Person, (i) a corporation of which such
Person directly or indirectly owns securities or other equity interests
representing more than fifty percent (50%) of the aggregate voting power or (ii)
any other Person in which such Person, directly or indirectly, has the power to
direct the policies, management and affairs thereof.

         "TAKEOVER PROPOSAL" means any proposal or offer relating to (i) a
merger, consolidation, share exchange or business combination involving RTMMC,
(ii) a sale, lease, exchange, mortgage, transfer or other disposition, in a
single transaction or series of related transactions, of 20% or more of the
assets of RTMMC, (iii) a purchase or sale of shares of capital stock or other
securities, in a single transaction or series of related transactions,
representing 20% or more of the voting power of the capital stock or similar
equity interests of RTMMC, including by way of a tender offer or exchange offer,
(iv) a reorganization, recapitalization, liquidation or dissolution of RTMMC or
(v) any other transaction having a similar effect to those described in clauses
(i) - (iv), in each case other than the transactions contemplated by this
Agreement.

         "TAX" or "TAXES" means (i) any and all federal, state, provincial,
local, foreign and other taxes (including withholding taxes), levies, fees,
imposts, duties, and similar governmental charges (including any interest,
fines, assessments, penalties or additions to tax imposed in connection
therewith or with respect thereto) including (x) taxes imposed on, or measured
by, income, franchise, profits or gross receipts, and


                                      -66-
<PAGE>

(y) ad valorem, value added, capital gains, sales, goods and services, use, real
or personal property, capital stock, license, branch, payroll, estimated
withholding, employment, social security (or similar), unemployment,
compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes, and customs duties, and
(ii) any transferee liability in respect of any items described in the foregoing
clause (i).

         "TAX ACTIONS" has the meaning set forth in Section 5.01(p).

         "TAX BENEFITS" has the meaning set forth in Section 7.01(b).

         "TAX COSTS" has the meaning set forth in Section 7.01(b).

         "TAX LOSS" has the meaning set forth in Section 7.01(a).

         "TAX RETURNS" means any and all reports, returns, declarations, claims
for refund, elections, disclosures, estimates, information reports or returns or
statements required to be supplied to a taxing authority in connection with
Taxes, including any schedule or attachment thereto or amendment thereof.

         "TAX SHARING AGREEMENT" means any agreement relating to the sharing,
allocation or indemnification of Taxes, or any similar agreement, Contract or
arrangement.

         "TM CAPITAL" means TM Capital Corp., a Delaware corporation.

         "TRADEMARK LICENSE AGREEMENT" has the meaning set forth in the
recitals.

         "TRANSACTION SUPPORT AGREEMENT" has the meaning set forth in the
recitals.

         "TRANSFER" has the meaning set forth in Section 1.01.

         "TRANSFER TAXES" has the meaning set forth in Section 7.07.

         "TRANSITION PERIOD" has the meaning set forth in Section 6.08(d).

         "TRIARC" has the meaning set forth in the preamble.

         "TRIARC B-1 ELECTION" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIARC B-2 ELECTION" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIARC CLASS B-1 COMMON STOCK" has the meaning set forth in the RTMRG
Merger Agreement.


                                      -67-
<PAGE>

         "TRIARC CLASS B-2 COMMON STOCK" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC CONTRIBUTIONS" has the meaning set forth in the recitals.

         "TRIARC DISCLOSURE LETTER" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC INDEMNIFIED PARTIES" has the meaning set forth in Section
10.04(a).

         "TRIARC MATERIAL ADVERSE EFFECT" has the meaning set forth in the RTMRG
Merger Agreement.

         "TRIARC SEC REPORTS" has the meaning set forth in the RTMRG Merger
Agreement.

         "TRIGGER EVENT" has the meaning set forth in the RTMRG Merger
Agreement.

         "WARN" means the Worker Adjustment and Retraining Notification Act, as
amended.

         "WINNERS INDEBTEDNESS AMOUNT" has the meaning set forth in the RTMRG
Merger Agreement.

         Section 11.02     INTERPRETATION. Any reference in this Agreement to a
statute shall be to such statute, as amended from time to time prior to the date
hereof, and to the rules and regulations promulgated thereunder prior to the
date hereof. Any reference to any agreement, document or instrument means such
agreement, document or instrument as amended or otherwise modified from time to
time in accordance with its terms. Unless the context otherwise requires, (1)
all references made in this Agreement to a Section, Schedule or an Exhibit are
to a Section, Schedule or an Exhibit of or to this Agreement, (2) "or" is
disjunctive but not necessarily exclusive, (3) "will" shall be deemed to have
the same meaning as the word "shall" and (4) words in the singular include the
plural and vice versa. Whenever the words "include," "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the words
"without limitation," whether or not so followed. All references to "$" or
dollar amounts are to lawful currency of the United States of America, unless
otherwise expressly stated. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

         Section 11.03     FEES, COSTS AND EXPENSES.

         (a)      If the RTM Transactions are consummated, all reasonable
out-of-pocket fees and expenses (including those payable to third party
Representatives incurred by Triarc, ARG and Acquisition Sub or the RTM Parties,
or their Subsidiaries or on its behalf in connection with this Agreement and the
Ancillary Agreements and the


                                      -68-
<PAGE>

transactions contemplated by this Agreement and the Ancillary Agreements,
including the previously contemplated initial public offering of Arby's, Inc.,
the Debt Financing and the Debt Refinancings (other than the costs and expenses
of complying with Section 7.07(b) of the RTMRG Merger Agreement, or any similar
costs and expenses incurred or paid by any RTM Party or its Subsidiaries prior
to the date hereof), including the fees and expenses of Ernst & Young, LLP and
Deloitte & Touche, LLP ("EXPENSES"), shall be paid by ARG promptly upon receipt
of reasonably detailed invoices and other documentation related thereto. Section
11.03(a) of the RTMMC Disclosure Letter sets forth a true and complete
description of the basis upon which the Expenses payable by or on behalf of
RTMMC to the advisors of RTMMC will be paid.

         (b)      If the RTM Transactions are not consummated, all Expenses
shall be paid by the party incurring those Expenses, except that the Expenses
incurred in connection with the filing fee under the HSR Act, the Expenses
incurred in connection with the previously contemplated initial public offering
of Arby's, Inc. (including those of Deloitte & Touche LLP in connection with the
previously contemplated initial public offering of Arby's, Inc.), the Debt
Refinancings (other than the costs and expenses of complying with Section
7.07(b) of the RTMRG Merger Agreement, or any similar costs and expenses
incurred or paid by any RTM Party or its Subsidiaries prior to the date hereof),
the registration fee in respect of the Shelf Registration Statement, the fees
and expenses of Valuation Research and the Expenses incurred by RTMMC and the
Members in connection with their obligations under Section 6.10 shall be shared
60% by Triarc and 40% by RTMMC, RTMRG and RTMAC.

         Section 11.04     NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be delivered by hand or overnight courier service or by
facsimile:

         if to Triarc, ARG or Acquisition Sub, to:

                  Triarc Companies, Inc.
                  280 Park Avenue
                  New York, New York  10017
                  Attention:  Brian L. Schorr, Esq.
                  Fax:  (212) 451-3216

         with a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, New York 10019-6064
                  Attention:  Paul D. Ginsberg, Esq.
                  Fax:  (212) 757-3990


                                      -69-
<PAGE>

         if to RTMMC or the Members, to:

                  RTM Management Company, L.L.C.
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Attention:  Dennis E. Cooper
                  Fax:  (404) 847-0183

         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  995 Peachtree Street, N.E.
                  Atlanta, Georgia 30309-3996
                  Attention:  Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

         if to the RTM Representatives, to:

                  Russell V. Umphenour, Jr.
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

         and

                  Dennis E. Cooper
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

         and

                  J. Russell Welch
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax: (404) 250-4856

         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  995 Peachtree Street, N.E.
                  Atlanta, Georgia 30309-3996
                  Attention:  Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such


                                      -70-
<PAGE>

communication shall be effective (a) if delivered by hand, when such delivery is
made at the address specified in this Section 11.04, (b) if delivered by
overnight courier service, the next Business Day after such communication is
sent to the address specified in this Section 11.04 or (c) if delivered by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 11.04 and appropriate confirmation is received.

         Section 11.05     GOVERNING LAW. This Agreement and any claim or
controversy relating hereto shall be governed by and construed in accordance
with the law of the State of New York, without regard to the conflicts of law
rules of such state that would result in the application of the law of another
jurisdiction.

         Section 11.06     JURISDICTION. Except as otherwise expressly provided
in this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be brought in the United States District
Court for the Southern District of New York or any New York State court sitting
in New York City, so long as one of such courts shall have subject matter
jurisdiction over such suit, action or proceeding, and that any cause of action
arising out of this Agreement or the Ancillary Agreements or the transactions
contemplated hereby or thereby shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably
consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without limiting
the foregoing, each party agrees that service of process on such party as
provided in Section 11.04 shall be deemed effective service of process on such
party.

         Section 11.07     WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         Section 11.08     EXHIBITS AND DISCLOSURE LETTERS. Any matter,
information or item disclosed in the RTMMC Disclosure Letter under any specific
representation or warranty or schedule number hereof, shall be deemed to have
been disclosed for all purposes of this Agreement in response to every
representation or warranty in this Agreement in respect of which such disclosure
is reasonably apparent on its face. The inclusion of any matter, information or
item in the RTMMC Disclosure Letter shall not be deemed to constitute an
admission of any Liability by RTMMC or the Members or any other Person to any
third party or otherwise imply, that any such matter, information


                                     -71-
<PAGE>

or item is material or creates a measure for materiality for the purposes of
this Agreement. Nothing in the RTMMC Disclosure Letter is intended or shall be
deemed to broaden the scope of any representation or warranty contained in this
Agreement.

         Section 11.09     NO THIRD-PARTY BENEFICIARIES. Except as provided in
Article VII and Article X, this Agreement is not intended to confer any rights
or remedies upon any Person other than the parties to this Agreement.

         Section 11.10     SEVERABILITY. The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions of this
Agreement. If any provision of this Agreement, or the application of that
provision to any Person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted for that provision in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of the invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of that provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of that provision, or the application of that provision, in any other
jurisdiction.

         Section 11.11     RULES OF CONSTRUCTION. The parties to this Agreement
have been represented by counsel during the negotiation and execution of this
Agreement and waive the application of any Laws or rule of construction
providing that ambiguities in any agreement or other document shall be construed
against the party drafting such agreement or other document.

         Section 11.12     ASSIGNMENT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of each other party hereto, except as otherwise expressly provided
herein. Notwithstanding the foregoing, nothing herein will require that RTMMC
maintain its existence for any period of time after the Closing.

         Section 11.13     REMEDIES. Except as otherwise provided in this
Agreement, any and all remedies expressly conferred upon a party to this
Agreement shall be cumulative with, and not exclusive of, any other remedy
contained in this Agreement, at law or in equity. The exercise by a party to
this Agreement of any one remedy shall not preclude the exercise by it of any
other remedy.

         Section 11.14     SPECIFIC PERFORMANCE. The parties to this Agreement
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties to this Agreement shall be entitled to an injunction or injunctions
(without the payment or posting of any bond) to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this


                                      -72-
<PAGE>

Agreement in any court of the United States or any state having jurisdiction,
this being in addition to any other remedy to which they are entitled at law or
in equity.

         Section 11.15     COUNTERPARTS. This Agreement 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 Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed
by the other party hereto.

         Section 11.16     ENTIRE AGREEMENT. This Agreement (including the
Annexes to this Agreement), the RTMMC Disclosure Letter, the Triarc Disclosure
Letter, the Confidentiality Agreements and the Ancillary Agreements constitute
the entire agreement between the parties with respect to the subject matter of
this Agreement and supersedes all prior agreements and understandings, both oral
and written, between the parties with respect to the subject matter of this
Agreement.

         Section 11.17     RTM REPRESENTATIVES.

         (a)      Effective as of the date hereof, RTMMC and each Member, by
their execution and delivery of this Agreement, hereby irrevocably constitutes
and appoints Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch,
acting by a majority, to act as his, her or its representatives under this
Agreement and the Ancillary Agreements (the "RTM REPRESENTATIVES"), with full
power of substitution, to exercise the powers and to perform:

                  (i)      the duties required or permitted to be performed by
the RTM Representatives on behalf of RTMMC and the Members under and pursuant to
this Agreement and the Ancillary Agreements;

                  (ii)     such other duties as are delegated to the RTM
Representatives under this Agreement and the Ancillary Agreements, to be
performed by the RTM Representatives on behalf of RTMMC and the Members in their
capacities as Members; and

                  (iii)    such actions as are reasonably incident to any of the
duties referred to in the preceding clauses (i) and (ii) above, including the
taking of any action and the execution and delivery of any agreement or
instrument by or on behalf of RTMMC and each Member which the RTM
Representatives deem necessary or reasonably required to accomplish the purposes
of the foregoing. The appointment set forth in this Section 11.17 shall be
coupled with an interest.

         (b)      Without limiting the generality of the foregoing, the RTM
Representatives, acting by a majority, shall have the right and power to do or
cause to be done any of the following things on behalf of each of the Members
and all of them collectively:


                                      -73-
<PAGE>

                  (i)      act as the sole representatives of RTMMC and the
Members and exercise all rights of RTMMC and the Members under this Agreement or
the Ancillary Agreements, including the prosecution, defense and settlement of
all claims and actions under, and to resolve all matters relating to,
indemnification hereunder or under any related agreement;

                  (ii)     (A) authorize delivery to any Triarc Indemnified
Party of all or a portion of the RTM Escrow Fund in accordance with the Escrow
Agreement, (B) receive any payments made to RTMMC and the Members or to the RTM
Representatives on RTMMC's and the Members' behalf pursuant to this Agreement or
the Ancillary Agreements, (C) invest such funds pending their disbursement in
such manner as the RTM Representatives in their sole discretion, acting by a
majority, deem appropriate, and (D) disburse to RTMMC and the Members payments
made to the RTM Representatives under this Agreement, the Escrow Agreement or
the Ancillary Agreements; and

                  (iii)    otherwise take all actions and do all things
reasonably required or advisable to accomplish any of the matters referred to in
this Agreement or the Ancillary Agreements, including the execution and delivery
of any documents and instruments, and generally to act for and in the name of
RTMMC and the Members as fully as RTMMC and each Member could if then personally
present and acting. The RTM Representatives, acting by a majority, are hereby
empowered to determine, in accordance with the terms of this Agreement or the
Ancillary Agreements, the time or times when, the purposes for which, and the
manner in which, the power herein conferred upon the RTM Representatives shall
be exercised.

         (c)      Triarc, ARG, Acquisition Sub and all other persons dealing
with the RTM Representatives may rely and act upon any writing believed in good
faith to be signed by a majority of the RTM Representatives or an authorized
representative of the RTM Representatives, and may assume that all actions of
the RTM Representatives, acting by a majority, and any authorized representative
of the RTM Representatives have been duly authorized by RTMMC and the Members.
The actions, decisions and instructions of the RTM Representatives taken, made
or given pursuant to the authority granted to the RTM Representatives pursuant
to this Section 11.17 shall be conclusive and binding upon RTMMC and each Member
and RTMMC and each Member's heirs, representatives, successors and assigns, as
applicable, and such Persons shall not have the right to object, dissent,
protest or otherwise contest the same.

         (d)      The RTM Representatives shall promptly deliver to RTMMC and
each Member copies of all statements, notices, letters of direction or other
material communications given or received by any of them in his capacity as one
of the RTM Representatives under this Agreement or any Ancillary Agreement. The
RTM Representatives, acting by a majority, shall have the sole power and
authority, without prior notice to or consultation with RTMMC or any of the
Members, to take all actions required or permitted to be taken by the RTM
Representatives, RTMMC, the Members or any of them under this Agreement or any
Ancillary Agreement.


                                      -74-
<PAGE>

         (e)      The RTM Representatives may execute any of their duties under
this Agreement or any Ancillary Agreement by or through agents and shall be
entitled to rely upon the advice of counsel concerning all matters pertaining to
the RTM Representatives' duties, as the case may be, hereunder and thereunder.
The RTM Representatives shall be entitled to rely on any notice, consent,
certificate, affidavit, letter, telegram, statement or other document believed
by the RTM Representatives to be genuine and correct and to have been signed and
sent by the proper person or persons and, in respect to legal matters, upon the
opinion of counsel selected by the RTM Representatives. The RTM Representative
may invest the Expenses Fund and other funds advances to them for their expenses
in such interest or non-interest bearing accounts or investments as they deem
appropriate. Any remaining amounts in the Expenses Fund after payment of all of
the RTM Representative's expenses for acting as such, or after making adequate
provision therefor, shall be distributed to RTMRG Shareholders pro rata based on
shares of RTMRG Common Stock owned immediately prior to the First Effective
Date.

         (f)      The RTM Representatives shall be entitled to reimbursement for
all out-of-pocket expenses, including reasonable attorneys' and accountants'
fees and expenses, incurred by the RTM Representatives in connection with the
administration or enforcement of, or the preservation of any rights of RTMMC and
the Members under, this Agreement or any Ancillary Agreement, first out of the
Expenses Fund to the extent thereof and then from the RTMRG Principal
Shareholders, who shall reimburse the RTM Representatives for expenses. Each of
RTMMC and the RTMRG Principal Shareholders shall be responsible for such
out-of-pocket expenses pro rata in proportion to the percentage of the total
number of shares of RTMRG Common Stock held by the RTMRG Principal Shareholders
immediately prior to the Closing.

         (g)      Actions by the RTM Representatives will be effective only if
taken by a majority of the RTM Representatives. In carrying out their duties and
responsibilities in their capacity as RTM Representatives under this Agreement
or the Ancillary Agreements, neither the RTM Representatives nor any of their
agents shall be liable to RTMMC or any Member for any action lawfully taken or
omitted to be taken by him, her, it or them in good faith under this Agreement,
the Merger Agreement or the Ancillary Agreements, except for the RTM
Representatives' or their agents' willful misconduct or fraud.

         (h)      The RTMRG Principal Shareholders, severally, hereby agree to
indemnify and hold harmless each of the RTM Representatives, his agents,
successors and assigns with respect to any act or omission of or by any of them
absent willful misconduct or fraud in connection with any and all matters
contemplated by this Agreement or the Ancillary Agreements.

         (i)      If any of the RTM Representatives should die, become disabled
or otherwise become unable to fulfill his responsibilities as one of the RTM
Representatives or shall resign, then the RTMRG Shareholders, the RTMAC Sellers
and the Members, by a majority vote based on their respective pro rata interests
in the Aggregate Per Share Merger Consideration, shall promptly appoint a
successor representative and shall


                                      -75-
<PAGE>

promptly notify Triarc of such successor. The authorizations of the RTM
Representatives will be effective until their rights and obligations under this
Agreement and the Ancillary Agreements terminate by virtue of the termination of
any and all obligations of RTMMC and the Members to Triarc or Acquisition Sub
under this Agreement and the Ancillary Agreements.


                  [Remainder of page intentionally left blank]





                                      -76-
<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                             TRIARC COMPANIES, INC.


                                             By: /s/ Nelson Peltz
                                                 -------------------------------
                                                 Name:  Nelson Peltz
                                                 Title: Chairman & CEO


                                             By: /s/ Peter W. May
                                                 -------------------------------
                                                 Name:  Peter W. May
                                                 Title: President & COO


                                             ARBY'S RESTAURANT GROUP, INC.


                                             By: /s/ Peter W. May
                                                 -------------------------------
                                                 Name:  Peter W. May
                                                 Title: Executive Vice President


                                             RTMMC ACQUISITION, LLC


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


                                             RTM MANAGEMENT COMPANY, L.L.C.


                                             By:  RTM ENTERPRISES, INC.,
                                                  its Manager


                                             By: /s/ Dennis E. Cooper
                                                 -------------------------------
                                                 Name:  Dennis E. Cooper
                                                 Title: Chairman


                                             By: /s/ J. Russell Welch
                                                 -------------------------------
                                                 Name:  J. Russell Welch
                                                 Title: Assistant Secretary


                                             MEMBERS:


                                      -77-
<PAGE>

                                             /s/ Sharron L. Barton
                                             -----------------------------------
                                             SHARRON L. BARTON


                                             /s/ Susan A. Bauer
                                             -----------------------------------
                                             SUSAN A. BAUER


                                             /s/ Ray Biondi
                                             -----------------------------------
                                             RAY BIONDI


                                             /s/ Daniel T. Collins
                                             -----------------------------------
                                             DANIEL T. COLLINS


                                             /s/ Dennis E. Cooper
                                             -----------------------------------
                                             DENNIS E. COOPER


                                             /s/ Thomas A. Garrett
                                             -----------------------------------
                                             THOMAS A. GARRETT


                                             /s/ Joseph Gondolfo
                                             -----------------------------------
                                             JOSEPH GONDOLFO


                                             /s/ John L. Gray, Jr.
                                             -----------------------------------
                                             JOHN L. GRAY, JR.


                                             /s/ Gregory L. Hawkins
                                             -----------------------------------
                                             GREGORY L. HAWKINS


                                             /s/ Wendy E. Henderson
                                             -----------------------------------
                                             WENDY E. HENDERSON


                                             /s/ Jeryl M. Mcintyre
                                             -----------------------------------
                                             JERYL M. MCINTYRE


                                      -78-
<PAGE>

                                             /s/ Deborah K. Pike
                                             -----------------------------------
                                             DEBORAH K. PIKE


                                             /s/ Karen G. Samples
                                             -----------------------------------
                                             KAREN G. SAMPLES


                                             /s/ Robert S. Stallings
                                             -----------------------------------
                                             ROBERT S. STALLINGS


                                             /s/ John A. Todd, Jr.
                                             -----------------------------------
                                             JOHN A. TODD, JR.


                                             /s/ Russell V. Umphenour, Jr.
                                             -----------------------------------
                                             RUSSELL V. UMPHENOUR, JR.


                                             /s/ J. Russell Welch
                                             -----------------------------------
                                             J. RUSSELL WELCH



                                             RTM REPRESENTATIVES:

                                             /s/ Russell V. Umphenour, Jr.
                                             -----------------------------------
                                             RUSSELL V. UMPHENOUR, JR.


                                             /s/ Dennis E. Cooper
                                             -----------------------------------
                                             DENNIS E. COOPER


                                             /s/ J. Russell Welch
                                             -----------------------------------
                                             J. RUSSELL WELCH



                                      -79-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>7
<FILENAME>ex2-6form8k_072505.txt
<DESCRIPTION>EXHIBIT 2.6
<TEXT>

                                                                     EXHIBIT 2.6
                                                                     -----------


                                                                  EXECUTION COPY


                   FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

         FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "AMENDMENT"), dated
as of July 25, 2005, by and among Triarc Companies, Inc., a Delaware corporation
("TRIARC"); Arby's Restaurant Group, Inc., a Delaware corporation and an
indirect wholly owned subsidiary of Triarc ("ARG"); RTMMC Acquisition, LLC, a
Delaware limited liability company and a direct subsidiary of Triarc
("ACQUISITION SUB"); and Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch, as the RTM Representatives on behalf of RTMMC (as defined below)
and each of the Members (as defined below).

                              W I T N E S S E T H:

         WHEREAS, each of Triarc, ARG, Acquisition Sub, RTM Management Company,
L.L.C., a Georgia limited liability company ("RTMMC"), each of the persons
listed on the signature pages thereto under the heading "Members" (collectively,
the "MEMBERS") and the RTM Representatives is a party to the Asset Purchase
Agreement, dated as of May 27, 2005 (the "PURCHASE AGREEMENT");

         WHEREAS, each of Triarc, ARG, Acquisition Sub, RTMMC, the Members and
the RTM Representatives wish to amend the Purchase Agreement as set forth
herein; and

         WHEREAS, Section 9.03 of the Purchase Agreement provides that the
Purchase Agreement may be amended by an instrument in writing signed by each of
Triarc, ARG, Acquisition Sub and the RTM Representatives on behalf of RTMMC and
the Members.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

         1.       CERTAIN DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Purchase
Agreement.

         2.       AMENDMENT AND RESTATEMENT OF CERTAIN SECTIONS OF THE PURCHASE
AGREEMENT AND THE RTMMC DISCLOSURE LETTER.

                  (a)      Section 5.01(b) of the Purchase Agreement is hereby
         amended and restated in its entirety as follows:

                  "(b)     DIVIDENDS. Make, declare or pay any dividend or
distribution on its membership interests or similar equity interests, other than
(i) distributions to members in an amount equal to their aggregate liability for
income Taxes based on the operations of RTMMC, as reasonably determined by
RTMMC, (ii) cash dividends or distributions in an amount that the RTM
Representatives have demonstrated to the reasonable satisfaction of Triarc
(based upon reasonably detailed

<PAGE>
                                                                               2


information provided by the RTM Representatives to Triarc), after taking into
account any distributions described in clause (i) that have been made or are
expected to be made prior to the Closing, 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 and (iii) dividends or
distributions of proceeds from Excluded Asset Dispositions;"

                  (b)      Section 1.04 of the Purchase Agreement is hereby
         amended by (i) deleting the word "and" at the end of clause (h)
         thereof, (ii) replacing the "." at the end of clause (i) thereof with
         "; and", and (iii) adding at the end thereof the following:

                  "(j)     any Liability of RTMMC that RTMMC has assumed from
RTMRG or one of its Subsidiaries to fund charitable commitments to Kennesaw
State University and Woodward Academy; and

                  (k)      any Liability of RTMMC for outstanding checks written
against the bank account of RTMMC at Bank of America (account number
003251692440) and any wire transfers against that bank account made on the
Closing Date to pay Taxes."

                  (c)      Section 1.02(e) of the RTMMC Disclosure Letter is
         revised to add Items 11, 12 and 13 as provided in SCHEDULE A-1 attached
         hereto.

                  (d)      Section 5.01(h) of the RTMMC Disclosure Letter is
         revised to add Item 7 as provided in SCHEDULE A-2 attached hereto.

         3.       AUTHORIZATION OF TRIARC, ARG AND ACQUISITION SUB;
ENFORCEABILITY. Each of Triarc, ARG and Acquisition Sub represents and warrants
that: (i) it has all requisite corporate or limited liability company power and
authority, and has taken all corporate or limited liability company action
necessary, in order to execute and deliver this Amendment; and (ii) this
Amendment has been duly executed and delivered by each of Triarc, ARG and
Acquisition Sub and constitute the legal, valid and binding obligation of each
of Triarc, ARG and Acquisition Sub, 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.

         4.       AUTHORIZATION OF RTMMC; ENFORCEABILITY. RTMMC represents and
warrants that: (i) it has all requisite limited liability company power and
authority, and has taken all limited liability company action necessary, in
order to execute and

<PAGE>
                                                                               3


deliver this Amendment; and (ii) this Amendment has been duly executed and
delivered by RTMMC and constitutes the legal, valid and binding obligation of
RTMMC, 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.

         5.       AUTHORITY OF EACH MEMBER; ENFORCEABILITY. Each Member
represents and warrants that: (i) it has all requisite power and authority, and
has taken all action necessary, in order to execute and deliver this Amendment;
and (ii) this Amendment has been duly executed and delivered by such Member and
constitutes the legal, valid and binding obligation of such Member, 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.

         6.       INDEMNIFICATION. The parties agree that (x) the Triarc
Indemnified Parties shall be entitled to indemnification under Section
10.04(a)(i) and Section 10.04(b)(i) of the Purchase Agreement, as applicable,
for any Losses based upon or arising from any breach of or inaccuracy in the
representations and warranties contained in Section 4 and Section 5 hereof to
the same extent as if such representations and warranties were made in Section
2.02 and Section 3.02, respectively, of the Purchase Agreement, and such
representations and warranties shall be deemed to be an RTMMC Basket Exclusion
for such indemnification purposes and (y) the RTMMC Indemnified Parties shall be
entitled to indemnification under Section 10.02(a) of the Purchase Agreement for
any Losses based upon or arising from any breach of or inaccuracy in the
representations and warranties contained in Section 3 hereof to the same extent
as if such representations and warranties were made in Section 4.02 of the
Purchase Agreement, and such representations and warranties shall be deemed to
be an ARG Basket Exclusion for such indemnification purposes.

         7.       MISCELLANEOUS.

                  (a)      EFFECTIVENESS OF PURCHASE AGREEMENT. Except to the
         extent specifically amended, modified or supplemented hereby, the
         provisions of the Purchase Agreement shall remain unamended, unmodified
         and unsupplemented, and the Purchase Agreement is hereby confirmed as
         being in full force and effect.

                  (b)      APPLICATION OF CERTAIN SECTIONS IN ARTICLE XI OF THE
         PURCHASE AGREEMENT. Sections 11.05, 11.06, 11.07, 11.09, 11.10, 11.11,
         11.12, 11.13 and 11.14 of the Purchase Agreement shall be deemed to
         apply to this Amendment.

                  (c)      ENTIRE AGREEMENT. This Amendment and the Purchase
         Agreement and the other agreements and documents referred to therein
         constitute the entire agreement between the parties with respect to the
         subject matter hereof and thereof and supersedes all prior agreements
         and

<PAGE>
                                                                               4


         understandings, both oral and written, between the parties with
         respect to the subject matter hereof and thereof.

                  (d)      COUNTERPARTS. This Amendment 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 Amendment shall become effective when each party hereto shall have
         received a counterpart hereof signed by the other party hereto.



<PAGE>
                                                                               5


         IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.

                                            TRIARC COMPANIES, INC.


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


                                            ARBY'S RESTAURANT GROUP, INC.


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


                                            RTMMC ACQUISITION, LLC


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


                                            RTM REPRESENTATIVES (ON BEHALF OF
                                            RTMMC AND EACH OF THE MEMBERS):


                                            /s/ Russell V. Umphenour, Jr.
                                            ----------------------------------
                                            RUSSELL V. UMPHENOUR, JR.


                                            /s/  Dennis E. Cooper
                                            ----------------------------------
                                            DENNIS E. COOPER


                                            /s/ J. Russell Welch
                                            ----------------------------------
                                            J. RUSSELL WELCH




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>8
<FILENAME>ex4-1form8k_072505.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

                                                                     EXHIBIT 4.1
                                                                     -----------


================================================================================




                          REGISTRATION RIGHTS AGREEMENT


                                      among


                             TRIARC COMPANIES, INC.


                                       and


                 CERTAIN STOCKHOLDERS OF TRIARC COMPANIES, INC.



                          ____________________________

                            Dated as of July 25, 2005

                          ____________________________





================================================================================



<PAGE>


                               TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

Section 1.        Definitions.................................................1

Section 2.        Shelf Registration..........................................4

Section 3.        Registration Procedures.....................................7

Section 4.        RTMRG Holder's Obligations.................................11

Section 5.        Registration Expenses......................................12

Section 6.        Indemnification............................................12

Section 7.        Information Requirements...................................16

Section 8.        Miscellaneous..............................................16





                                      -i-
<PAGE>


         REGISTRATION RIGHTS AGREEMENT dated as of July 25, 2005 (this
"AGREEMENT"), between Triarc Companies, Inc., a Delaware corporation (the
"COMPANY"), and certain stockholders of the Company listed on SCHEDULE 1
attached hereto (collectively, the "RTMRG STOCKHOLDERS").

         WHEREAS, the Company, Arby's Acquisition Co., a Georgia corporation and
a direct wholly owned subsidiary of the Company ("MERGER SUB CORP."), Arby's
Restaurant, LLC, a Delaware limited liability company and a direct wholly owned
subsidiary of the Company ("MERGER SUB LLC"), 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), have
entered into an Agreement and Plan of Merger, dated as of May 27, 2005 (as the
same may be amended or modified from time to time in accordance with its terms,
the "MERGER AGREEMENT"), which provides, among other things, for the merger of
Merger Sub Corp. with and into RTMRG, with RTMRG surviving the merger and
becoming an indirect wholly owned subsidiary of the Company (the "FIRST
MERGER"), followed immediately thereafter by the merger of RTMRG with and into
Merger Sub LLC, with Merger Sub LLC surviving such merger;

         WHEREAS, pursuant to the transactions contemplated by the Merger
Agreement, the RTMRG Stockholders received, as consideration for the First
Merger, cash and shares of Triarc Class B-1 Common Stock; and

         WHEREAS, it is a condition to the obligation of RTMRG to effect the
First Merger that the Company grant registration rights with respect to the
Registrable Securities (as hereinafter defined) as set forth in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

         Section 1.     DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by or is under common control
with, such first Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities, by contract or otherwise.

         "AGREEMENT" has the meaning set forth in the preamble.

         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(d)(i).


<PAGE>


         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which banks in New York City are permitted or required by law to be closed,
and shall consist of the time period from 12:01 a.m. through 12:00 midnight
Eastern time.

         "CLOSING DATE" has the meaning set forth in the Merger Agreement.

         "COMPANY" has the meaning set forth in the preamble.

         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h)(ii).

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h).

         "EFFECTIVENESS PERIOD" means the period commencing on the date hereof
and ending on the earlier of the date that is (i) two years after the date on
which the Initial Shelf Registration Statement becomes effective, as may be
extended pursuant to Section 2(b), and (ii) the date that all Registrable
Securities have ceased to be Registrable Securities or have been sold under the
Initial Shelf Registration Statement or a Subsequent Shelf Registration
Statement.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "FILING DEADLINE DATE" has the meaning set forth in Section 2(a).

         "FIRST MERGER" has the meaning set forth in the recitals.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 6(c).

         "INDEMNIFYING PARTY" has the meaning set forth in Section 6(c).

         "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(a).

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e).

         "LOSSES" has the meaning set forth in Section 6(a).

         "MATERIAL EVENT" has the meaning set forth in Section 3(h).

         "MERGER AGREEMENT" has the meaning set forth in the recitals.

         "MERGER SUB CORP." has the meaning set forth in the recitals.

         "MERGER SUB LLC" has the meaning set forth in the recitals.

         "NOTICE AND QUESTIONNAIRE" means a written notice and questionnaire in
customary form delivered by an RTMRG Holder to the Company.

         "PERSON" has the meaning set forth in the Merger Agreement.


                                       2
<PAGE>

         "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

         "REGISTRABLE SECURITIES" means: (a) any and all shares of Triarc Class
B-1 Common Stock received by the RTMRG Stockholders pursuant to the Merger
Agreement and any shares of capital stock issued or issuable to any of the RTMRG
Holders with respect to such shares of Triarc Class B-1 Common Stock by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e).

         "REGISTRATION STATEMENT" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "RESTRICTED SECURITIES" means "restricted securities" as defined in
Rule 144.

         "RTM PARTIES" means RTMRG, RTM Management Company, LLC, and RTM
Acquisition Company, LLC and each of their subsidiaries.

         "RTM REPRESENTATIVES" has the meaning set forth in the Merger
Agreement.

         "RTMRG" has the meaning set forth in the recitals.

         "RTMRG HOLDER" means any RTMRG Stockholder holding Registrable
Securities and each transferee of Registrable Securities from an RTMRG
Stockholder, other than a transferee to whom Registrable Securities have been
transferred pursuant to a Registration Statement under the Securities Act or
Rule 144 or Regulation S under the Securities Act (or any successor rule
thereto).

         "RTMRG NOTICE HOLDER" means, on any date, any RTMRG Holder that has
delivered a Notice and Questionnaire to the Company on or prior to such date.

         "RTMRG STOCKHOLDERS" has the meaning set forth in the preamble.


                                       3
<PAGE>

         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission or any successor
agency then having jurisdiction to enforce the Securities Act.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a).

         "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(b).

         "TRIARC CLASS B-1 COMMON STOCK" has the meaning set forth in the Merger
Agreement.

         "TRIARC MATERIAL ADVERSE EFFECT" has the meaning set forth in the
Merger Agreement.

         Section 2.      SHELF REGISTRATION.

                (a)      The Company shall prepare and file or cause to be
prepared and filed with the SEC, as soon as practicable after the date hereof
but in any event not later than 30 days after the date hereof (the "FILING
DEADLINE DATE"), a Registration Statement for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "SHELF
REGISTRATION STATEMENT") registering the resale from time to time by RTMRG
Holders of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION
Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by such RTMRG Holders in accordance with the methods of distribution
elected by the RTMRG Holders and set forth in the Initial Shelf Registration
Statement. The Company shall use its commercially reasonable efforts to cause
the Initial Shelf Registration Statement to be declared effective under the
Securities Act as promptly as is reasonably practicable, and, subject to any
Deferral Periods, to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period. At the time the
Initial Shelf Registration Statement is declared effective, each RTMRG Holder
that became an RTMRG Notice Holder on or prior to the date ten Business Days
prior to such time of effectiveness shall be named as a selling securityholder
in the Initial Shelf Registration Statement and the related Prospectus in such a
manner as to permit such


                                       4
<PAGE>

RTMRG Holder to deliver such Prospectus to purchasers of Registrable Securities
in accordance with applicable law.

                (b)     If the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder shall have been resold pursuant thereto or
shall have otherwise ceased to be Registrable Securities), the Company shall use
its commercially reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 30 days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
commercially reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and, subject to any Deferral Periods, to keep such Registration Statement (or
subsequent Shelf Registration Statement) continuously effective until the end of
the Effectiveness Period. In the event that the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement ceases to be effective
as described in this paragraph, the Effectiveness Period shall be extended by a
period of time equal to the period of time during which there was no effective
Shelf Registration Statement covering all of the Registrable Securities.

                (c)     The Company shall supplement and amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement, or if required by the Securities Act.

                (d)     Each RTMRG Holder agrees that if such RTMRG Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(h). Each RTMRG Holder wishing to sell Registrable Securities
pursuant to a Shelf Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company at least three Business Days
prior to any intended distribution of Registrable Securities under the Shelf
Registration Statement. From and after the date the Initial Shelf Registration
Statement is declared effective, the Company shall, as promptly as practicable
after the date a Notice and Questionnaire is delivered, and in any event upon
the later of (x) five Business Days after such date or (y) five Business Days
after the expiration of any Deferral Period in effect when the Notice and
Questionnaire is delivered or put into effect within five Business Days of such
delivery date:

                        (i)     if required by applicable law, file with the SEC
a post-effective amendment to the Shelf Registration Statement or prepare and,
if required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required


                                       5
<PAGE>

document so that the RTMRG Holder delivering such Notice and Questionnaire is
named as a selling securityholder in the Shelf Registration Statement and the
related Prospectus in such a manner as to permit such RTMRG Holder to deliver
such Prospectus to purchasers of the Registrable Securities in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use its commercially reasonable efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as is practicable, but in any event by the date (the "AMENDMENT
EFFECTIVENESS DEADLINE DATE") that is 45 days after the date such post-effective
amendment is required by this clause to be filed;

                        (ii)    provide such RTMRG Holder copies of any
documents filed pursuant to Section 2(d)(i); and

                        (iii)   notify such RTMRG Holder as promptly as
practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i);

PROVIDED, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the RTMRG Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(h). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any RTMRG Holder that is not an RTMRG
Notice Holder as a selling securityholder in any Registration Statement or
related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be
extended by up to five Business Days from the expiration of a Deferral Period if
such Deferral Period shall be in effect on the Amendment Effectiveness Deadline
Date.

                (e)     The parties to this Agreement agree that the RTMRG
Holders will suffer damages, and that it would not be feasible to ascertain the
extent of such damages with precision, if the Company fails to file the Initial
Shelf Registration Statement or any Subsequent Shelf Registration Statement
within the time periods set forth in Section 2(a) and 2(b), respectively (each,
a "REGISTRATION DEFAULT"). Accordingly, if a Registration Default shall have
occurred and be continuing, the Company agrees to pay, as liquidated damages and
not as a penalty, to the RTMRG Holders, in the aggregate, $40,000 (which amount
shall be reduced by a pro rata amount for any Registrable Securities as of the
date hereof that cease to be Registrable Securities after the date hereof) (the
"LIQUIDATED DAMAGES AMOUNT") for each day during the period beginning on the
date that a Registration Default shall have occurred and ending on (but
excluding) the date on which no Registration Default is continuing.
Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to
any Registrable Security from and after the earlier of (x) the date such
security is not longer a Registrable Security and (y) expiration of the
Effectiveness Period. The parties to this Agreement agree that the liquidated
damages provided for in this Section 2(e) constitute a reasonable estimate of
the damages that may be incurred by RTMRG Holders by reason of any Registration
Default and that the sole damages payable for a Registration Default shall be
the Liquidated Damages Amount.


                                       6
<PAGE>

                (f)     Notwithstanding anything to the contrary set forth in
this Agreement (including Section 2(e)), Triarc shall have no liability to any
RTMRG Holder under this Agreement for any breach of this Agreement by Triarc to
the extent related to, or arising or resulting from, any matter related to
information included or required to be included in the Shelf Registration
Statement or Prospectus concerning any RTM Party, including any delay caused by
the failure to obtain the requisite consents of Ernst & Young LLP to the
inclusion of financial statements of any RTM Party for any period prior to the
Closing Date in the Shelf Registration Statement or Prospectus, the
unavailability of required financial information concerning any RTM Party for
any period prior to the Closing Date or any actions taken by the SEC with
respect to any information concerning any RTM Party.

         Section 3.     REGISTRATION PROCEDURES. In connection with the
registration obligations of the Company under Section 2 hereof, the Company
shall:

                (a)     Prepare and file with the SEC a Registration Statement
or Registration Statements on Form S-3 or another appropriate form under the
Securities Act available for the sale of the Registrable Securities by the RTMRG
Holders in accordance with the intended method or methods of distribution
thereof, and use its commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; PROVIDED, that before filing any Registration Statement or Prospectus or
any amendments or supplements thereto with the SEC, furnish to the RTM
Representatives copies of all such documents proposed to be filed and within
five Business Days of the delivery of such copies to the RTM Representatives in
good faith consider reflecting in each such document when so filed with the SEC
all comments, if any, that the RTM Representatives shall propose; PROVIDED, that
the Company shall not be required to take any actions under this Section 3(a)
that are not, in the opinion of nationally-recognized counsel experienced in
such matters, required by applicable law or to include in the disclosure which
at the time could have a Triarc Material Adverse Effect, as determined in good
faith by the Company. The Company shall promptly provide copies of any written
correspondence from the SEC with respect to a Prospectus, prospectus supplement,
Registration Statement or post-effective amendment to the RTMRG Representatives.

                (b)     Subject to its ability to issue a Deferral Notice,
prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration
Statement continuously effective for the applicable period specified in Section
2(a); cause the related Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Securities Act; and use its
commercially reasonable efforts to comply with the provisions of the Securities
Act applicable to it with respect to the disposition of all securities covered
by such Registration Statement during the Effectiveness Period in accordance
with the intended methods of disposition by the sellers thereof set forth in
such Registration Statement as so amended or such Prospectus as so supplemented.


                                       7
<PAGE>

                (c)     As promptly as practicable give notice to the RTMRG
Notice Holders, (i) when any Prospectus, prospectus supplement, Registration
Statement or post-effective amendment to a Registration Statement has been filed
with the SEC and, with respect to a Registration Statement or any post-effective
amendment, when the same has been declared effective, (ii) of any request,
following the effectiveness of the Initial Shelf Registration Statement under
the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of any Registration Statement or the initiation or threatening
of any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of a Material Event and (vi) of the determination
by the Company that a post-effective amendment to a Registration Statement will
be filed with the SEC, which notice may, at the discretion of the Company (or as
required pursuant to Section 3(h)), state that it constitutes a Deferral Notice,
in which event the provisions of Section 3(h) shall apply.

                (d)     Use its commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which they have been qualified for sale, in either case at the earliest
possible moment, and provide prompt notice to the RTM Notice Holders of the
withdrawal of any such order.

                (e)     As promptly as practicable, furnish to each RTMRG Notice
Holder, without charge, at least one conformed copy of the Registration
Statement and any amendment thereto, excluding all schedules, exhibits and all
documents incorporated or deemed to be incorporated therein by reference (unless
requested in writing by such RTMRG Notice Holder).

                (f)     During the Effectiveness Period, deliver to each RTMRG
Notice Holder, in connection with any sale of Registrable Securities pursuant to
a Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such RTMRG Notice Holder
may reasonably request; to provide a "reasonable number" of copies thereof to
the New York Stock Exchange as contemplated by Rule 153 under the Securities
Act; and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus or
each amendment or supplement thereto by each RTMRG Notice Holder in connection
with any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth
therein.

                (g)     Prior to any public offering of the Registrable
Securities pursuant to a Registration Statement, use its commercially reasonable
efforts to register


                                       8
<PAGE>

or qualify or cooperate with the RTMRG Notice Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any RTMRG Notice Holder reasonably requests in writing (which request may be
included in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effectiveness Period in connection
with such RTMRG Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the relevant Registration Statement and the related Prospectus;
PROVIDED, that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any action
that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject.

                (h)     Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "MATERIAL EVENT") as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any pending corporate development that, in the sole
judgment of the Company, makes it appropriate to suspend the availability of the
Shelf Registration Statement and the related Prospectus for a discrete period of
time:

                        (i)     in the case of clause (B) above, subject to the
next sentence, as promptly as practicable prepare and file, if necessary
pursuant to applicable law, a post-effective amendment to such Registration
Statement or a supplement to the related Prospectus or any document incorporated
therein by reference or file any other required document that would be
incorporated by reference into such Registration Statement and Prospectus so
that such Registration Statement does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and such Prospectus
does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, as thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, and, in the case of a post-effective amendment
to a Registration Statement, subject to the next sentence, use its commercially
reasonable efforts to cause it to be declared effective as promptly as is
practicable, and


                                       9
<PAGE>

                        (ii)    give notice to the RTM Representatives that the
availability of the Shelf Registration Statement is suspended (a "DEFERRAL
NOTICE") and, upon receipt of any Deferral Notice, each RTMRG Notice Holder
agrees not to sell any Registrable Securities pursuant to the Registration
Statement until such RTMRG Notice Holder's receipt of copies of the supplemented
or amended Prospectus provided for in clause (i) above, or until it is advised
in writing by the Company that the Prospectus may be used, and has received
copies of any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such Prospectus.

         The Company will use its commercially reasonable efforts to ensure that
the use of the Prospectus may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, and (y) in the case of clause (B) or (C) above, as
soon as, or, if necessary to avoid unreasonable burden or expense, as soon as
practicable thereafter, in the sole judgment of the Company, public disclosure
of such Material Event or pending corporate development would not be prejudicial
to or contrary to the interests of the Company. The Company shall be entitled to
exercise its right under this Section 3(h) to suspend the availability of the
Shelf Registration Statement or any Prospectus for a period (the "DEFERRAL
PERIOD") that shall not exceed 60 days in any three-month period or 120 days in
any 12-month period.

                        (i)     If requested in writing in connection with a
disposition of Registrable Securities pursuant to a Registration Statement, make
reasonably available for inspection during normal business hours by a
representative for the RTMRG Notice Holders of such Registrable Securities, any
broker-dealers, attorneys and accountants retained by such RTMRG Notice Holders,
and any attorneys or other agents retained by a broker-dealer engaged by such
RTMRG Notice Holders, all relevant financial and other records and pertinent
corporate documents and properties of the Company and its subsidiaries, and
cause the appropriate officers, directors and employees of the Company and its
subsidiaries to make reasonably available for inspection during normal business
hours on reasonable notice all relevant information reasonably requested by such
representative for the RTMRG Notice Holders, or any such broker-dealers,
attorneys or accountants in connection with such disposition, in each case as is
customary for similar "due diligence" examinations; PROVIDED, that such Persons
shall first hereby agree with the Company that any information that is
reasonably and in good faith designated by the Company in writing as
confidential at the time of delivery of such information shall be kept
confidential by such Persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such Person or (iv) such
information becomes available to any such Person from a source other than the
Company and such source is not bound by a confidentiality agreement, and
PROVIDED FURTHER, that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated


                                       10
<PAGE>

on behalf of all the RTMRG Notice Holders and the other parties entitled thereto
by the counsel referred to in Section 5.

                (j)     Comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) for a 12-month period commencing on the first day of the
first fiscal quarter of the Company commencing after the effective date of a
Registration Statement, which statements shall be made available no later than
45 days after the end of the 12-month period or 90 days if the 12-month period
coincides with a fiscal year of the Company.

                (k)     Cooperate with each RTMRG Notice Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities sold or to be sold pursuant to a Registration Statement, which
certificates shall not bear any restrictive legends, and cause such Registrable
Securities to be in such names as such RTMRG Notice Holder may request in
writing at least three Business Days prior to any sale of such Registrable
Securities.

                (l)     Use commercially reasonable efforts to cause all such
Registrable Securities to be listed on each securities exchange on which
securities of the same class and series issued by the Company are then listed,
PROVIDED that the applicable listing requirements are satisfied.

                (m)     Cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc. or the New York Stock
Exchange, Inc.

         Section 4.     RTMRG HOLDER'S OBLIGATIONS. Each RTMRG Holder agrees, by
acquisition of the Registrable Securities, that it shall be entitled to sell any
of such Registrable Securities pursuant to a Registration Statement or to
receive a Prospectus relating thereto, unless such RTMRG Holder has furnished
the Company with a Notice and Questionnaire as required pursuant to Section 2(d)
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each RTMRG
Notice Holder agrees promptly to furnish to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company by such RTMRG Notice Holder not misleading and any other information
regarding such RTMRG Notice Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request. The Company
may exclude from such registration the Registrable Securities of any RTMRG
Holder that does not furnish such information provided above so long as such
information is not so furnished. Any sale of any Registrable Securities by any
RTMRG Holder shall constitute a representation and warranty by such RTMRG Holder
that the information relating to such RTMRG Holder and its plan of distribution
is as set forth in the Prospectus delivered by such RTMRG Holder in connection
with such disposition, that such Prospectus does not as of the time of such sale
contain any untrue statement of a material fact relating to or provided by such
RTMRG Holder or its plan of


                                       11
<PAGE>

distribution and that such Prospectus does not as of the time of such sale omit
to state any material fact relating to or provided by such RTMRG Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         Section 5.     REGISTRATION EXPENSES. The Company shall bear all fees
and expenses incurred by it in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement whether or not any
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. or New York Stock
Exchange Inc. and (y) of compliance with federal and state securities or Blue
Sky laws (including, without limitation, reasonable fees and disbursements of
the counsel to the Company in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as RTMRG Notice
Holders holding a majority of the Registrable Securities being sold pursuant to
a Registration Statement may designate), (ii) printing expenses, (iii)
duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any RTMRG Holders hereunder, (iv) fees and disbursements
of counsel for the Company in connection with the Shelf Registration Statement
(PROVIDED, that the Company shall not be liable for the fees and expenses of
more than one separate firm for all parties participating in any transaction
hereunder), (v) reasonable fees and disbursements of the registrar and transfer
agent for the Triarc Class B-1 Common Stock and (vi) Securities Act liability
insurance obtained by the Company in its sole discretion. In addition, the
Company shall pay the internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees performing legal
or accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing by the Company of the Registrable
Securities on any securities exchange on which similar securities of the Company
are then listed and the fees and expenses of any person, including special
experts, retained by the Company. Notwithstanding the provisions of this Section
5, each seller of Registrable Securities shall pay all selling expenses
(including underwriting discounts and commissions and transfer taxes), all fees
and expenses of its counsel, any stock transfer taxes in connection with any
underwritten offering and all registration expenses to the extent required by
applicable law.

         Section 6.     INDEMNIFICATION.

                (a)     INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify and hold harmless each RTMRG Notice Holder and each person, if any,
who controls any RTMRG Notice Holder (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) from and against any and
all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (collectively, "LOSSES") caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the


                                       12
<PAGE>

Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except insofar as such
Losses are caused by any such untrue statement or omission or alleged untrue
statement or omission based upon (x) information relating to the RTMRG Holders
furnished to the Company in writing by an RTMRG Holder expressly for use therein
or (y) information (including historical financial statements and other
historical financial information) contained in any Registration Statement or
Prospectus concerning any of the RTM Parties for any period prior to the Closing
Date; PROVIDED, that the Company shall not be liable to any RTMRG Notice Holder
(or any person controlling such RTMRG Notice Holder) to the extent that such
Losses arise out of or are based upon an untrue statement or alleged untrue
statement of material fact or omission or alleged omission if either (i) (A)
such RTMRG Notice Holder was required by law to send or deliver, and failed to
send or deliver, a copy of the Prospectus with or prior to delivery written
confirmation of the sale by such RTMRG Notice Holder to the Person asserting the
claims from which the Losses arise and (B) the Prospectus would have corrected
such untrue statement or omission or alleged omission or (ii) (A) such RTMRG
Notice Holder disposed of Registrable Securities to the Person asserting the
claim from which such Losses arise pursuant to a Registration Statement and sent
or delivered, or was required by law to send or deliver, a Prospectus to such
Person in connection with the disposition, (B) such RTMRG Notice Holder received
a Deferral Notice in writing prior to the date of such disposition and (C) such
untrue statement or omission or alleged omission was the reason for the Deferral
Notice.

                (b)     INDEMNIFICATION BY RTMRG HOLDERS. Each RTMRG Holder
agrees severally and not jointly to indemnify and hold harmless the Company, the
directors of the Company, the officers of the Company who sign the Registration
Statement, and each person, if any, who controls the Company (within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act) or
any other RTMRG Holder, from and against all Losses caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only (i) with
reference to (x) information (including historical financial statements and
other historical financial information) contained in the Registration Statement
or Prospectus concerning any of the RTM Parties for any period prior to the
Closing Date or (y) information relating to such RTMRG Holder furnished to the
Company in writing by such RTMRG Holder expressly for use in such Registration
Statement, any preliminary prospectus, the Prospectus or any amendments or
supplements thereto and (ii) with respect to any Losses that may arise as a
result of the disposition by such RTMRG Holder of Registrable Securities to the
Person asserting the claim from which such Losses arise pursuant to a
Registration Statement, the Prospectus or any amendments or supplements thereto
if such RTMRG Holder sent or delivered, or was required by law to send or
deliver, a Prospectus in connection with such disposition, such RTMRG Holder
received


                                       13
<PAGE>

a Deferral Notice with respect to such prospectus in writing prior to the date
of such disposition and the untrue statement or alleged untrue statement or
omission or alleged omission was the reason for the Deferral Notice. In no event
shall the liability of any RTMRG Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such RTMRG Holder upon the sale of the
Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

                (c)     CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any
proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
Section 6(a) or 6(b), such Person (the "INDEMNIFIED PARTY") shall promptly
notify the Person against whom such indemnity may be sought (the "INDEMNIFYING
PARTY") in writing and the Indemnifying Party, upon request of the Indemnified
Party, shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any Indemnified Party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (i) the fees and expenses of
more than one separate firm (in addition to any local counsel) for all RTMRG
Holders and all Persons, if any, who control any RTMRG Holder within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act and
(ii) the fees and expenses of more than one separate firm (in addition to any
local counsel) for the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Company within
the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred upon presentation of a statement or statements
thereof in reasonable detail and subject to an undertaking to return such
amounts if it is determined that such party is not entitled to indemnification
under this Agreement in respect of such matter. In the case of any such separate
firm for the RTMRG Holders and such control persons of any RTMRG Holders, such
firm shall be designated in writing by the RTM Representatives. In the case of
any such separate firm for the Company, and such directors, officers and control
persons of the Company, such firm shall be designated in writing by the Company.
The Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Party agrees to
indemnify the Indemnified Party from and against any loss or liability by reason
of such settlement or judgment. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional


                                       14
<PAGE>

release of such Indemnified Party from all liability on claims that are the
subject matter of such proceeding.

                (d)     CONTRIBUTION. To the extent that the indemnification
provided for in Section 6(a) or 6(b) is unavailable to an Indemnified Party or
insufficient in respect of any Losses referred to therein, then each
Indemnifying Party under such paragraph, in lieu of indemnifying such
Indemnified Party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the Indemnified Party or parties on the other
hand from the offering of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Indemnifying Party or
parties on the one hand and of the Indemnified Party or parties on the other
hand in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. Benefits
received by the Company and the RTMRG Holders shall be deemed to be equal to the
aggregate Current Market Price (as defined in the Merger Agreement) as of the
Closing Date of the Registrable Securities to which such Losses relate. The
relative fault of the RTMRG Holders on the one hand and the Company on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the RTMRG
Holders or by the Company, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The RTMRG Holders' respective obligations to contribute pursuant to this
paragraph are several in proportion to the respective number of Registrable
Securities they have sold pursuant to a Registration Statement, and not joint.

         The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 6(d) were determined by PRO RATA
allocation (even if the RTMRG Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the Losses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to any Indemnified Party at law or in equity.

                (e)     The indemnity, contribution and expense reimbursement
obligations of the parties hereunder shall be in addition to any liability any
Indemnifying


                                       15
<PAGE>

Party or Indemnified Party may otherwise have hereunder, under the Merger
Agreement or otherwise.

                (f)     The indemnity and contribution provisions contained in
this Section 6 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any RTMRG Holder or any person controlling any RTMRG Holder, or the
Company, or the Company's officers or directors or any person controlling the
Company and (iii) the sale of any Registrable Securities by any RTMRG Holder.

         Section 7.     INFORMATION REQUIREMENTS. The Company covenants that,
for so long as it is subject to the reporting requirements of the Exchange Act,
it will file the reports required to be filed by it under the Exchange Act so as
to enable any RTMRG Holder to sell Registrable Securities pursuant to Rule 144
under the Securities Act. The Company also covenants that, for so long as any
RTMRG Stockholder holds any Registrable Securities, it will cooperate with any
RTMRG Holder and take such further reasonable action as any RTMRG Holder may
reasonably request in writing (including, without limitation, making such
reasonable representations as any such RTMRG Holder may reasonably request), all
to the extent required from time to time to enable such RTMRG Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 and Rule 144A under the
Securities Act and customarily taken in connection with sales pursuant to such
exemptions. Upon the written request of any RTMRG Holder, the Company shall
deliver to such RTMRG Holder a written statement as to whether it has complied
with such filing requirements, unless such a statement has been included in the
Company's most recent report filed pursuant to Section 13 or Section 15(d) of
the Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall
be deemed to require the Company to register any of its securities (other than
the Triarc Class B-1 Common Stock) under any section of the Exchange Act.

         Section 8.     MISCELLANEOUS.

                (a)     NO INCONSISTENT AGREEMENTS. The Company represents and
warrants that it has not granted to any Person the right to request or require
the Company to register any securities issued by the Company that is
inconsistent with the rights granted to the RTMRG Holders in this Agreement. The
Company shall not enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the RTMRG Holders in this Agreement.

                (b)     INTERPRETATION. Any reference in this Agreement to a
statute shall be to such statute, as amended from time to time prior to the date
hereof, and to the rules and regulations promulgated thereunder prior to the
date hereof. Any reference to any agreement, document or instrument means such
agreement, document or instrument as amended or otherwise modified from time to
time in accordance with its terms. Unless the context otherwise requires, (1)
all references made in this Agreement to an Article or Section are to an Article
or Section of this Agreement, (2) "or" is disjunctive but not necessarily
exclusive, (3) "will" shall be deemed to have the same meaning as the word


                                       16
<PAGE>

"shall" and (4) words in the singular include the plural and vice versa.
Whenever the words "include," "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation," whether or not so followed. All references to "$" or dollar amounts
are to lawful currency of the United States of America, unless otherwise
expressly stated. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.

                (c)     AMENDMENTS AND WAIVERS. This Agreement may be amended
or modified, and any of the terms hereof may be waived, only by written
instrument duly executed by (i) the Company and (ii) the RTMRG Holders holding
Registrable Securities representing at least a majority of the aggregate number
of Registrable Securities owned by all of the RTMRG Holders. No waiver by any
party of any term or condition contained in this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition contained in this Agreement on any future occasion.

                (d)     NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be delivered by hand or overnight courier service or by facsimile:

         if to the Company, to:

                  Triarc Companies, Inc.
                  280 Park Avenue
                  New York, New York  10017
                  Attention:  Brian L. Schorr, Esq.
                  Fax:  (212) 451-3216

         with a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, New York  10019-6064
                  Attention:  Paul D. Ginsberg, Esq.
                  Fax:  (212) 757-3990

         If to the RTMRG Holders or the RTM Representatives to:

                  Russell V. Umphenour, Jr.
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

                  and


                                       17
<PAGE>

                  Dennis E. Cooper
                  5995 Barfield Road
                  Atlanta, Georgia 30328-4411
                  Fax:  (404) 250-4856

                  and

                  J. Russell Welch
                  5995 Barfield Road
                  Atlanta, Georgia
                  30328-4411 Fax: (404) 250-4856

         with a copy to:

                  Sutherland Asbill & Brennan LLP
                  999 Peachtree St., NE
                  Atlanta, Georgia 30309-3996
                  Attention: Mark D. Kaufman, Esq.
                  Fax:  (404) 853-8806

or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication shall be effective (a) if delivered by hand, when such
delivery is made at the address specified in this Section 8(d), (b) if delivered
by overnight courier service, the next Business Day after such communication is
sent to the address specified in this Section 8 or (c) if delivered by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 8 and appropriate confirmation is received.

                (e)     SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto as hereinafter provided. Except as
provided in Section 6, this Agreement is not intended to confer any rights or
remedies upon any Person other than the parties to this Agreement and their
successors and permitted assigns. This Agreement may not be assigned by any
RTMRG Holder without the prior written consent of the Company.

                (f)     COUNTERPARTS. This Agreement may be signed 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 Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto.

                (g)     GOVERNING LAW. This Agreement and any claim or
controversy relating hereto shall be governed by and construed in accordance
with the law of the State of New York, without regard to the conflicts of law
rules of such state that would result in the application of the law of another
jurisdiction.


                                       18
<PAGE>

                (h)     JURISDICTION. Except as otherwise expressly provided
in this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby or
thereby shall be brought in the United States District Court for the Southern
District of New York or any New York State court sitting in New York City, so
long as one of such courts shall have subject matter jurisdiction over such
suit, action or proceeding, and that any cause of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of New York, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section 8
shall be deemed effective service of process on such party.

                (i)     WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

                (j)     SEVERABILITY. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions of this
Agreement. If any provision of this Agreement, or the application of that
provision to any Person or any circumstance, is invalid or unenforceable, (a) a
suitable and equitable provision shall be substituted for that provision in
order to carry out, so far as may be valid and enforceable, the intent and
purpose of the invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of that provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of that provision, or the application of that provision, in any other
jurisdiction.

                (k)     ENTIRE AGREEMENT. This Agreement and the Merger
Agreement constitute the entire agreement between the parties with respect to
the subject matter of this Agreement and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter of this Agreement.

                (l)     RULES OF CONSTRUCTION. The parties to this Agreement
have been represented by counsel during the negotiation and execution of this
Agreement and waive the application of any laws or rule of construction
providing that ambiguities in any agreement or other document shall be construed
against the party drafting such agreement or other document. The headings in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


                                       19
<PAGE>

                (m)     REMEDIES. Except as otherwise provided in this
Agreement, any and all remedies expressly conferred upon a party to this
Agreement shall be cumulative with, and not exclusive of, any other remedy
contained in this Agreement, at law or in equity. The exercise by a party to
this Agreement of any one remedy shall not preclude the exercise by it of any
other remedy.

                (n)     SPECIFIC PERFORMANCE. The parties to this Agreement
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties to this Agreement shall be entitled to an injunction or injunctions
(without the payment or posting of any bond) to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement
in any court of the United States or any state having jurisdiction, this being
in addition to any other remedy to which they are entitled at law or in equity.

                (o)     TERMINATION. This Agreement and the obligations of
the parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Section 4, 5, 6 or 7, each of
which shall remain in effect in accordance with its terms.




                                       20
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                             TRIARC COMPANIES, INC.


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



                             RTMRG STOCKHOLDERS:

                             /s/ Jason Abelkop
                             -----------------------------------
                             Signature

                             Jason Abelkop
                             -----------------------------------
                             Print Name



                             /s/ Michael Abt
                             -----------------------------------
                             Signature

                             Michael Abt
                             -----------------------------------
                             Print Name



                             /s/ Lynn P. Alexander
                             -----------------------------------
                             Signature

                             Lynn P. Alexander
                             -----------------------------------
                             Print Name



                             /s/ Jerry Ardizzone
                             -----------------------------------
                             Signature

                             Jerry Ardizzone
                             -----------------------------------
                             Print Name



                             /s/ Sharron L. Barton
                             -----------------------------------
                             Signature

                             Sharron L. Barton
                             -----------------------------------
                             Print Name



                             /s/ Susan Bauer
                             -----------------------------------
                             Signature

                             Susan Bauer
                             -----------------------------------
                             Print Name



                             /s/ Ray Biondi
                             -----------------------------------
                             Signature

                             Ray Biondi
                             -----------------------------------
                             Print Name



                             /s/ Gary A. Clough
                             -----------------------------------
                             Signature

                             Gary A. Clough
                             -----------------------------------
                             Print Name



                             /s/ Kito Cody
                             -----------------------------------
                             Signature

                             Kito Cody
                             -----------------------------------
                             Print Name



                             /s/ Daniel T. Collins
                             -----------------------------------
                             Signature

                             Daniel T. Collins
                             -----------------------------------
                             Print Name



                             /s/ Dennis E. Cooper
                             -----------------------------------
                             Signature

                             Dennis E. Cooper
                             -----------------------------------
                             Print Name



                             COOPER FAMILY LIMITED PARTNERSHIP, L.L.L.P.


                             By: /s/ Dennis E. Cooper, General Partner
                                 -------------------------------------
                                 Signature

                                 Dennis E. Cooper
                                 -------------------------------------
                                 Print Name



                             /s/ John M. Dasis, Jr.
                             -------------------------------------
                             Signature

                             John M. Dasis, Jr.
                             -------------------------------------
                             Print Name



                             /s/ John S. Dritt
                             -------------------------------------
                             Signature

                             John S. Dritt
                             -------------------------------------
                             Print Name



                             /s/ Tom Garrett
                             -------------------------------------
                             Signature

                             Tom Garrett
                             -------------------------------------
                             Print Name



                             /s/ Joseph Gondolfo
                             -------------------------------------
                             Signature

                             Joseph Gondolfo
                             -------------------------------------
                             Print Name



                             /s/ John L. Gray, Jr.
                             -------------------------------------
                             Signature

                             John L. Gray, Jr.
                             -------------------------------------
                             Print Name



                             /s/ James Hannan
                             -------------------------------------
                             Signature

                             James Hannan
                             -------------------------------------
                             Print Name



                             /s/ Gregory L. Hawkins
                             -------------------------------------
                             Signature

                             Gregory L. Hawkins
                             -------------------------------------
                             Print Name



                             /s/ Wendy E. Henderson
                             -------------------------------------
                             Signature

                             Wendy E. Henderson
                             -------------------------------------
                             Print Name



                             /s/ Patrick S. Herreman
                             -------------------------------------
                             Signature

                             Patrick S. Herreman
                             -------------------------------------
                             Print Name



                             /s/ Allison Hyer
                             -------------------------------------
                             Signature

                             Allison Hyer
                             -------------------------------------
                             Print Name



                             /s/ Mike Kovac
                             -------------------------------------
                             Signature

                             Mike Kovac
                             -------------------------------------
                             Print Name



                             /s/ Christopher P. Kuehn
                             -------------------------------------
                             Signature

                             Christopher P. Kuehn
                             -------------------------------------
                             Print Name



                             /s/ Michael I. Lippert
                             -------------------------------------
                             Signature

                             Michael I. Lippert
                             -------------------------------------
                             Print Name



                             /s/ Jeryl M. McIntyre
                             -------------------------------------
                             Signature

                             Jeryl M. McIntyre
                             -------------------------------------
                             Print Name



                             /s/ John A. Odachowski
                             -------------------------------------
                             Signature

                             John A. Odachowski
                             -------------------------------------
                             Print Name



                             /s/ D.K. Pike
                             -------------------------------------
                             Signature

                             Deborah K. Pike
                             -------------------------------------
                             Print Name



                             /s/ J. David Pipes
                             -------------------------------------
                             Signature

                             J. David Pipes
                             -------------------------------------
                             Print Name



                             /s/ Cynthia S. Richardson
                             -------------------------------------
                             Signature

                             Cynthia S. Richardson
                             -------------------------------------
                             Print Name



                             /s/ Robert Rogers
                             -------------------------------------
                             Signature

                             Robert Rogers
                             -------------------------------------
                             Print Name



                             ROYAL FAMILY KIDS CAMP, INC.

                             By:  /s/ Wayne R. Tesch
                                  -------------------------------------
                                  Signature

                                  Wayne R. Tesch
                                  -------------------------------------
                                  Print Name



                             /s/ Karen G. Samples
                             -------------------------------------
                             Signature

                             Karen G. Samples
                             -------------------------------------
                             Print Name



                             /s/ Thomas L. Stager
                             -------------------------------------
                             Signature

                             Thomas L. Stager
                             -------------------------------------
                             Print Name



                             /s/ Melissa Strait
                             -------------------------------------
                             Signature

                             Melissa Strait
                             -------------------------------------
                             Print Name



                             /s/ John A. Todd, Jr.
                             -------------------------------------
                             Signature

                             John A. Todd, Jr.
                             -------------------------------------
                             Print Name



                             /s/ Russell V. Umphenour, Jr.
                             -------------------------------------
                             Signature

                             Russell V. Umphenour, Jr.
                             -------------------------------------
                             Print Name



                             /s/ Russell V. Umphenour III
                             -------------------------------------
                             Signature

                             Russell V. Umphenour III
                             -------------------------------------
                             Print Name



                             /s/ Sharon S. Umphenour
                             -------------------------------------
                             Signature

                             Sharon S. Umphenour
                             -------------------------------------
                             Print Name



                             /s/ J. Russell Welch
                             -------------------------------------
                             Signature

                             J. Russell Welch
                             -------------------------------------
                             Print Name



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>9
<FILENAME>ex4-2form8k_072505.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

                                                                     EXHIBIT 4.2
                                                                     -----------




                             ARBY'S FRANCHISE TRUST

              7.44% Fixed Rate Insured Notes Due December 20, 2020




                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of July 13, 2005


                       Supplementing the Indenture, Dated
                        as of November 21, 2000, Between
                    Arby's Franchise Trust, as Issuer, Ambac
                     Assurance Corporation, as Insurer, and
                           BNY Midwest Trust Company,
                              as Indenture Trustee



<PAGE>


                          FIRST SUPPLEMENTAL INDENTURE


         FIRST SUPPLEMENTAL INDENTURE, dated as of July 13, 2005 (this "First
Supplemental Indenture"), among ARBY'S FRANCHISE TRUST, a Delaware statutory
trust (the "Issuer"), AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance
corporation, as insurer (the "Insurer") and as Controlling Party (as defined in
the Indenture referred to below), and BNY MIDWEST TRUST COMPANY, an Illinois
banking corporation, as indenture trustee (in such capacity, together with its
permitted successors and assigns in such capacity, the "Indenture Trustee").

         WHEREAS, the Issuer, the Insurer and the Indenture Trustee heretofore
executed and delivered an indenture, dated as of November 21, 2000 (the
"Indenture");

         WHEREAS, pursuant to the Indenture, the Issuer issued and the Indenture
Trustee authenticated and delivered U.S. $290,000,000 aggregate principal amount
of the Issuer's 7.44% Fixed Rate Insured Notes Due December 20, 2020;

         WHEREAS, the Issuer, the Insurer and the Indenture Trustee wish to
amend the Indenture in the manner set forth in this First Supplemental
Indenture.

         NOW, THEREFORE, the Issuer, the Insurer and the Indenture Trustee agree
as follows:

                                    ARTICLE I

                   AMENDMENT OF SECTION 4.01 OF THE INDENTURE

         SECTION 1.1       Subclause (B) of Section 4.01(a)(i) of the Indenture
is hereby amended by inserting the following at the end of such subclause:
"PROVIDED, HOWEVER, no such Accountants' Certificate shall be required if on the
date of such deposit all funds deposited are cash and for purposes of
determining the sufficiency of the amount necessary to pay and discharge the
Optional Redemption Price for such Notes, the Issuer assumes that such cash has
a zero percent rate of return from the date of deposit to, but excluding, the
date of redemption of such Notes".

         SECTION 1.2       INDENTURE TRUSTEE'S ACCEPTANCE. The Indenture Trustee
hereby accepts this First Supplemental Indenture and agrees to perform the same
under the terms and conditions set forth in the Indenture.

                                   ARTICLE II

                                  MISCELLANEOUS

         SECTION 2.1       EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
and delivery of this First Supplemental Indenture by the Issuer, the Insurer and
the

<PAGE>
                                                                               2


Indenture Trustee, the Indenture shall be supplemented in accordance herewith,
and this First Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of a Note heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.

         SECTION 2.2       INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.

         SECTION 2.3       INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED
TOGETHER. This First Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this First
Supplemental Indenture shall henceforth be read and construed together.

         SECTION 2.4       SEVERABILITY. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

         SECTION 2.5       TERMS DEFINED IN THE INDENTURE. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Indenture.

         SECTION 2.6       HEADINGS. The Article and Section headings of this
First Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.

         SECTION 2.7       CERTAIN DUTIES AND RESPONSIBILITIES OF THE INDENTURE
TRUSTEE. In entering into this First Supplemental Indenture, the Indenture
Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability or affording protection to
the Indenture Trustee, whether or not elsewhere herein so provided.

         SECTION 2.8       CONSENT OF CONTROLLING PARTY; DIRECTION OF THE
ISSUER. In accordance with Section 8.02 of the Indenture, (i) the Controlling
Party hereby consents to the Indenture Trustee entering into this First
Supplemental Indenture and (ii) the Issuer hereby directs the Indenture Trustee
to enter into this First Supplemental Indenture.

         SECTION 2.9       INSURER CONDITION. By its signature below the Insurer
confirms that the Insurer Condition with respect to this First Supplemental
Indenture has been satisfied.

         SECTION 2.10      EFFECTIVENESS. This First Supplemental Indenture
shall become effective upon the delivery to the Indenture Trustee of (i) written
confirmation by each Rating Agency that the modification of the trusts created
by the Indenture contemplated by this First Supplemental Indenture will not have
an adverse effect upon the ratings of the Notes; (ii) an Opinion of Counsel
stating that the execution of this First Supplemental Indenture is permitted by
the Indenture and that this First Supplemental Indenture is the legal, valid and
binding obligation of the Issuer, enforceable against the

<PAGE>
                                                                               3


Issuer in accordance with its terms (subject to customary exceptions); and (iii)
this First Supplemental Indenture executed by each party hereto.

         SECTION 2.11      GOVERNING LAW. This First Supplemental Indenture
shall be construed in accordance with and governed by the laws of the State of
New York, without regard to principles of conflict of laws.

         SECTION 2.12      COUNTERPART ORIGINALS. The parties may sign any
number of copies of this First Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement.



                  [Remainder of page intentionally left blank.]



<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this First
Supplemental Indenture to be duly executed as of the date first written above.

                                      ARBY'S FRANCHISE TRUST, as Issuer


                                      By: /s/ Curtis S. Gimson
                                          ------------------------------------
                                          Name:  Curtis S. Gimson
                                          Title: Senior Vice President


                                      AMBAC ASSURANCE CORPORATION,
                                      as Insurer and as Controlling Party


                                      By: /s/ Roseann Catonia
                                          ------------------------------------
                                          Name:  Roseann Catonia
                                          Title: Vice President


                                      BNY MIDWEST TRUST COMPANY, not
                                      in its individual capacity but solely as
                                      Indenture Trustee


                                      By: /s/ Maricela Marquez
                                          ------------------------------------
                                          Name:  Maricela Marquez
                                          Title: Assistant Vice President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10-1form8k_072505.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                    EXHIBIT 10.1
                                                                    ------------


================================================================================

                                  $720,000,000

                                CREDIT AGREEMENT

                            Dated as of July 25, 2005

                                      among

                          ARBY'S RESTAURANT GROUP, INC.
                                   as Borrower

                         ARBY'S RESTAURANT HOLDINGS, LLC
                                 as Co-Borrower

                         TRIARC RESTAURANT HOLDINGS, LLC
                                    as Parent

                                       and

                      THE LENDERS AND ISSUERS PARTY HERETO

                                       and

                          CITICORP NORTH AMERICA, INC.
                  as Administrative Agent and Collateral Agent

                                       and

                              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-Documentation Agents

                         CITIGROUP GLOBAL MARKETS INC.,
                         BANC OF AMERICA SECURITIES LLC
                                       and
                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH
             as Joint Lead Arrangers and Joint Book-Running Managers

                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                               New York, NY 10005

================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1     Defined Terms..................................................2
Section 1.2     Computation of Time Periods...................................46
Section 1.3     Accounting Terms and Principles...............................46
Section 1.4     Resolution of Drafting Ambiguities............................46
Section 1.5     Certain Terms.................................................46

                                   ARTICLE II

                                 THE FACILITIES

Section 2.1     The Commitments...............................................47
Section 2.2     Borrowing Procedures..........................................48
Section 2.3     Swing Loans...................................................49
Section 2.4     Letters of Credit.............................................52
Section 2.5     Termination of the Commitments................................57
Section 2.6     Repayment of Loans............................................58
Section 2.7     Evidence of Debt..............................................58
Section 2.8     Optional Prepayments..........................................59
Section 2.9     Mandatory Prepayments.........................................60
Section 2.10    Interest......................................................62
Section 2.11    Conversion/Continuation Option................................63
Section 2.12    Fees..........................................................64
Section 2.13    Payments and Computations.....................................65
Section 2.14    Special Provisions Governing Eurodollar Rate Loans............67
Section 2.15    Capital Adequacy..............................................68
Section 2.16    Increased Costs...............................................69
Section 2.17    Taxes.........................................................69
Section 2.18    Substitution of Lenders.......................................71
Section 2.19    Facilities Increase...........................................73
Section 2.20    Escrow Account................................................75

                                   ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

Section 3.1     Conditions Precedent to Initial Loans and Letters of Credit...75
Section 3.2     Conditions Precedent to Each Loan and Letter of Credit........81
Section 3.3     Determinations of Initial Borrowing Conditions................81

                                      -i-
<PAGE>

                                                                            PAGE

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.1     Corporate Existence; Compliance with Law......................82
Section 4.2     Corporate Power; Authorization; Enforceable Obligations.......83
Section 4.3     Ownership of Co-Borrower; Subsidiaries........................84
Section 4.4     Financial Statements..........................................84
Section 4.5     Material Adverse Change.......................................85
Section 4.6     Solvency......................................................85
Section 4.7     Litigation....................................................86
Section 4.8     Taxes.........................................................86
Section 4.9     Full Disclosure...............................................86
Section 4.10    Margin Regulations............................................87
Section 4.11    No Burdensome Restrictions; No Defaults.......................87
Section 4.12    Investment Company Act; Public Utility Holding Company Act....87
Section 4.13    Use of Proceeds...............................................88
Section 4.14    Insurance.....................................................88
Section 4.15    Labor Matters.................................................88
Section 4.16    ERISA.........................................................88
Section 4.17    Environmental Matters.........................................89
Section 4.18    Intellectual Property.........................................90
Section 4.19    Title; Real Property..........................................90
Section 4.20    Closing Date Related Documents................................91
Section 4.21    Collateral Documents..........................................92

                                    ARTICLE V

                               FINANCIAL COVENANTS

Section 5.1     Maximum Leverage Ratio........................................93
Section 5.2     Maximum Lease Adjusted Leverage Ratio.........................94
Section 5.3     Minimum Interest Coverage Ratio...............................95
Section 5.4     Maximum Capital Expenditures..................................95

                                   ARTICLE VI

                               REPORTING COVENANTS

Section 6.1     Financial Statements..........................................97
Section 6.2     Default Notices...............................................99
Section 6.3     Litigation....................................................99
Section 6.4     Asset Sales...................................................99
Section 6.5     Notices Under Closing Date Related Documents..................99
Section 6.6     SEC Filings; Press Releases...................................99
Section 6.7     Labor Relations..............................................100
Section 6.8     Insurance....................................................100

                                      -ii-
<PAGE>

                                                                            PAGE

Section 6.9     ERISA Matters................................................100
Section 6.10    Environmental Matters........................................101
Section 6.11    Property Loss Event..........................................102
Section 6.12    Other Information............................................102

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

Section 7.1     Preservation of Corporate Existence, Etc.....................102
Section 7.2     Compliance with Laws, Etc....................................102
Section 7.3     Conduct of Business..........................................102
Section 7.4     Payment of Taxes, Etc........................................103
Section 7.5     Maintenance of Insurance.....................................103
Section 7.6     Access.......................................................103
Section 7.7     Keeping of Books.............................................104
Section 7.8     Maintenance of Properties, Etc...............................104
Section 7.9     Application of Proceeds......................................104
Section 7.10    Environmental................................................104
Section 7.11    Additional Collateral and Guaranties.........................104
Section 7.12    Control Accounts; Approved Deposit Accounts..................106
Section 7.13    Real Property................................................106
Section 7.14    Interest Rate Contracts......................................107
Section 7.15    Post-Closing Deliveries......................................107
Section 7.16    Further Assurances...........................................107
Section 7.17    Maintenance of Ratings.......................................108
Section 7.18    Refinancing..................................................108
Section 7.19    Unrestricted Subsidiaries' Financial Statements..............108

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

Section 8.1     Indebtedness.................................................108
Section 8.2     Liens, Etc...................................................111
Section 8.3     Investments..................................................112
Section 8.4     Sale of Assets...............................................114
Section 8.5     Restricted Payments..........................................116
Section 8.6     Prepayment and Cancellation of Indebtedness..................116
Section 8.7     Restriction on Fundamental Changes; Permitted Acquisitions...117
Section 8.8     Change in Nature of Business.................................117
Section 8.9     Transactions with Affiliates.................................118
Section 8.10    Limitations on Restrictions on Subsidiary Distributions;
                No New Negative Pledge.......................................120
Section 8.11    Modification of Constituent Documents........................120
Section 8.12    Modification of Closing Date Related Documents...............121

                                     -iii-
<PAGE>

                                                                            PAGE

Section 8.13    Modification of Subordinated Debt Documents and
                Management Agreement.........................................121
Section 8.14    Accounting Changes; Fiscal Year..............................122
Section 8.15    Margin Regulations...........................................122
Section 8.16    No Speculative Transactions..................................122
Section 8.17    Compliance with ERISA........................................122
Section 8.18    Limitation on Issuance of Stock..............................122
Section 8.19    Maintenance of Corporate Separation..........................123

                                   ARTICLE IX

                                EVENTS OF DEFAULT

Section 9.1     Events of Default............................................123
Section 9.2     Remedies.....................................................125
Section 9.3     Actions in Respect of Letters of Credit......................126
Section 9.4     Rescission...................................................126

                                    ARTICLE X

                                   THE AGENTS

Section 10.1    Authorization and Action.....................................127
Section 10.2    Agents' Reliance, Etc........................................128
Section 10.3    Posting of Approved Electronic Communications................128
Section 10.4    Each Agent Individually......................................129
Section 10.5    Lender Credit Decision.......................................129
Section 10.6    Indemnification..............................................130
Section 10.7    Successor Administrative Agent and Collateral Agent..........130
Section 10.8    Concerning the Collateral and the Collateral Documents.......131
Section 10.9    Collateral Matters Relating to Related Obligations...........131

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1    Amendments, Waivers, Etc.....................................132
Section 11.2    Successors and Assigns.......................................135
Section 11.3    Costs and Expenses...........................................138
Section 11.4    Indemnities..................................................140
Section 11.5    Limitation of Liability......................................141
Section 11.6    Right of Setoff..............................................142
Section 11.7    Sharing of Payments, Etc.....................................142
Section 11.8    Notices, Etc.................................................143
Section 11.9    No Waiver; Remedies..........................................145
Section 11.10   Binding Effect...............................................145
Section 11.11   Governing Law................................................145

                                      -iv-
<PAGE>

                                                                            PAGE

Section 11.12   Submission to Jurisdiction; Service of Process...............145
Section 11.13   Waiver of Jury Trial.........................................146
Section 11.14   Marshaling; Payments Set Aside...............................146
Section 11.15   Section Titles...............................................146
Section 11.16   Execution in Counterparts....................................146
Section 11.17   Entire Agreement.............................................146
Section 11.18   Confidentiality..............................................147
Section 11.19   USA PATRIOT Act Notice.......................................147
Section 11.20   Joint and Several Liability..................................147
Section 11.21   Interest Rate Limitation.....................................148


SCHEDULES

Schedule I           -   Commitments
Schedule II          -   Applicable Lending Offices and Addresses for Notices
Schedule 1.1(a)      -   Restricted Entities
Schedule 1.1(b)      -   Excepted Guarantors
Schedule 2.4         -   Existing Letters of Credit
Schedule 3.1(d)(ii)  -   Payoff Letters, Part I
Schedule 3.1(d)(iii) -   Payoff Letters, Part II
Schedule 3.1(j)      -   Sources and Uses
Schedule 4.2         -   Consents
Schedule 4.3         -   Ownership of Loan Parties
Schedule 4.4         -   Financial Statements
Schedule 4.7         -   Litigation
Schedule 4.15        -   Labor Matters
Schedule 4.16        -   List of Plans
Schedule 4.18        -   Intellectual Property
Schedule 4.19        -   Real Property
Schedule 4.19(d)     -   Condemnation Notices
Schedule 4.21        -   Filing Offices
Schedule 7.11(a)     -   Indebtedness to Be Repaid
Schedule 7.15        -   Post-Closing Deliveries
Schedule 8.1(b)      -   Second Closing Date Debt
Schedule 8.2         -   Existing Liens
Schedule 8.3         -   Existing Investments
Schedule 8.9(l)      -   Transactions with Affiliates

EXHIBITS

Exhibit A            -      Form of Assignment and Assumption
Exhibit B-1          -      Form of Revolving Credit Note
Exhibit B-2          -      Form of Term Note
Exhibit C            -      Form of Notice of Borrowing
Exhibit D            -      Form of Swing Loan Request
Exhibit E            -      Form of Letter of Credit Request

                                      -v-
<PAGE>

Exhibit F            -      Form of Notice of Conversion or Continuation
Exhibit G            -      Form of Opinion of Counsel for the Loan Parties
Exhibit H            -      Form of Guaranty
Exhibit I            -      Form of Pledge and Security Agreement
Exhibit J            -      Form of Escrow Agreement
Exhibit K            -      Form of Compliance Certificate



                                      -vi-
<PAGE>


         CREDIT AGREEMENT, dated as of July 25, 2005, among ARBY'S RESTAURANT
GROUP, INC., a Delaware corporation ("BORROWER"), ARBY'S RESTAURANT HOLDINGS,
LLC, a Delaware limited liability company ("CO-BORROWER" and, together with
Borrower, "BORROWERS"), TRIARC RESTAURANT HOLDINGS, LLC, a Delaware limited
liability company ("PARENT"), the Lenders (as defined below), the Issuers (as
defined below), CITICORP NORTH AMERICA, INC. ("Citicorp"), as administrative
agent for the Lenders and the Issuers (in such capacity, the "ADMINISTRATIVE
Agent") and as collateral agent for the Secured Parties (in such capacity, the
"COLLATERAL AGENT"), BANK OF AMERICA, N.A. ("BOFA") and CREDIT SUISSE, CAYMAN
ISLANDS BRANCH ("CS"), as co-syndication agents for the Lenders and the Issuers
(in such capacities, the "SYNDICATION AGENTS"), and WACHOVIA BANK, NATIONAL
ASSOCIATION, SUNTRUST BANK AND GE CAPITAL FRANCHISE FINANCE CORPORATION, as
co-documentation agents for the Lenders and the Issuers (in such capacities, the
"DOCUMENTATION AGENTS").

                              W I T N E S S E T H:

         WHEREAS, Borrower will acquire (collectively, the "RTM ACQUISITIONS"),
directly or indirectly, (i) all of the outstanding equity interests of RTM
Restaurant Group, Inc. ("RTMRG"), a Georgia corporation, from the shareholders
thereof pursuant to a merger of Arby's Acquisition Co., a Georgia corporation
and a direct wholly-owned subsidiary of Triarc Companies, Inc. ("SPONSOR"), with
and into RTMRG, followed immediately thereafter by a merger of RTMRG with and
into Arby's Restaurant, LLC, a Delaware limited liability company and a direct
wholly-owned subsidiary of Sponsor ("MERGER SUB"), upon the consummation of
which Sponsor will indirectly contribute the outstanding membership interests of
Merger Sub to Borrower, (ii) through RTMMC Acquisition Sub, LLC, a Delaware
limited liability company and a direct wholly-owned subsidiary of Sponsor
("ACQUISITION SUB"), substantially all of the assets of RTM Management Company,
L.L.C. ("RTMMC"), a Georgia limited liability company, pursuant to an agreement
with such limited liability company and the members thereof, upon the
consummation of which Sponsor will indirectly contribute the outstanding
ownership interests in Acquisition Sub to Borrower, and (iii) through Sponsor or
its assignee, all of the outstanding membership interests in RTM Acquisition
Company, L.L.C. ("RTMAC"), a Georgia limited liability company, from the members
of such limited liability company, upon the consummation of which Sponsor will
contribute, directly or indirectly, such outstanding membership interests to
Borrower;

         WHEREAS, Sponsor will, directly or indirectly, pay $129.7 million (the
"CASH INVESTMENT") in cash to the Sellers, which cash will be used to fund a
portion of the purchase price of the RTM Acquisitions;

         WHEREAS, the RTM Refinancing and the ARG Refinancing will be
consummated simultaneously herewith, other than as provided in the definitions
thereof;

         WHEREAS, Borrowers have requested that the Lenders extend credit in the
form of Term Loans on the Initial Closing Date and the Second Closing Date, in
an aggregate principal amount not in excess of $620,000,000;

<PAGE>

         WHEREAS, Borrower has requested that the Lenders extend credit in the
form of Revolving Loans at any time and from time to time prior to the Revolving
Credit Termination Date, in an aggregate principal amount at any time
outstanding not in excess of $100,000,000, of which none may be drawn on the
Initial Closing Date;

         WHEREAS, Borrower has requested the Issuers to issue Letters of Credit,
in an aggregate face amount at any time outstanding not in excess of
$30,000,000, to support payment obligations incurred in the ordinary course of
business by Borrower and its Subsidiaries; and

         WHEREAS, the proceeds of the Loans are to be used as set forth on
SCHEDULE 3.1(J);

         NOW, THEREFORE, the Lenders are willing to extend such credit to
Borrowers and the Issuers are willing to issue letters of credit for the account
of Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

         Section 1.1       DEFINED TERMS

         As used in this Agreement, the following terms have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

         "ACQUIRED BUSINESSES" means RTMRG, RTMAC, RTMMC and the respective
Subsidiaries of RTMRG and RTMAC.

         "ACQUISITION SUB" has the meaning specified in the recitals to this
Agreement.

         "ADMINISTRATIVE AGENT" has the meaning specified in the preamble to
this Agreement.

         "AFFECTED LENDER" has the meaning specified in SECTION 2.18(A).

         "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to a Lender, an
administrative questionnaire completed by such Lender and provided to (and in a
form reasonably satisfactory to) the Administrative Agent.

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly Controlling or that is Controlled by or is under common
Control with such Person, and each Person that is the beneficial owner of 10% or
more of any class of Voting Stock (or Stock Equivalent of any such class of
Voting Stock) of such Person. Each Unrestricted Subsidiary shall be deemed an
Affiliate of Co-Borrower and its Subsidiaries.

         "AGENT" means each of the Administrative Agent, each Syndication Agent,
the Collateral Agent and each Documentation Agent.

                                      -2-
<PAGE>

         "AGENT AFFILIATE" has the meaning specified in SECTION 10.3(C).

         "AGREEMENT" means this Credit Agreement, as amended, modified or
supplemented in accordance herewith.

         "ANTI-TERRORISM LAW" has the meaning specified in SECTION 4.1(B).

         "ANTI-TERRORISM ORDER" has the meaning specified in SECTION 4.1(B).

         "APPLICABLE LENDING OFFICE" means, with respect to each Lender, its
Domestic Lending Office, in the case of a Base Rate Loan, and its Eurodollar
Lending Office, in the case of a Eurodollar Rate Loan.

         "APPLICABLE MARGIN" means the following:

         (a) (i) during the period from the Initial Closing Date through the
     Trigger Date, with respect to (A) Term Loans maintained as Base Rate Loans,
     a rate equal to 1.25% per annum and (B) Term Loans maintained as Eurodollar
     Rate Loans, a rate equal to 2.25% per annum and (ii) thereafter, as of any
     date of determination, a per annum rate equal to the rate set forth below
     opposite the applicable type of Term Loan and then applicable Leverage
     Ratio (determined on the last day of the most recent Fiscal Quarter for
     which Financial Statements have been delivered pursuant to SECTION 6.1(A)
     or (B)) set forth below:

                                                      BASE RATE      EURODOLLAR
         LEVERAGE RATIO                                 LOANS        RATE LOANS
         ------------------------------------------   ---------      ----------
         Greater than or equal to 3.5 to 1.........      1.25%          2.25%
         Less than 3.5 to 1........................      1.00%          2.00%


         (b) (i) during the period from the Initial Closing Date through the
     Trigger Date, with respect to (A) Revolving Loans maintained as Base Rate
     Loans and Swing Loans, a rate equal to 1.00% per annum and (B) Revolving
     Loans maintained as Eurodollar Rate Loans, a rate equal to 2.00% per annum
     and (ii) thereafter, as of any date of determination, a per annum rate
     equal to the rate set forth below opposite the applicable type of Revolving
     Loan and then applicable Leverage Ratio (determined on the last day of the
     most recent Fiscal Quarter for which Financial Statements have been
     delivered pursuant to SECTION 6.1(A) or (B)) set forth below:

                                                      BASE RATE      EURODOLLAR
         LEVERAGE RATIO                                 LOANS        RATE LOANS
         ------------------------------------------   ---------      ----------
         Greater than or equal to 3.5 to 1.........     1.00%          2.00%
         Less than 3.5 to 1 and equal to or greater
            than 3.0 to 1..........................     0.75%          1.75%
         Less than 3.0 to 1........................     0.50%          1.50%

Changes in the Applicable Margin resulting from a change in the Leverage Ratio
on the last day of any subsequent Fiscal Quarter shall become effective as to
all Loans upon delivery by Bor-

                                      -3-
<PAGE>

rower to the Administrative Agent of new Financial Statements pursuant to
SECTION 6.1(A) or (B), as applicable. Notwithstanding anything to the contrary
set forth in this Agreement (including the then effective Leverage Ratio), if
Borrower shall fail to deliver such Financial Statements within any of the time
periods specified in SECTION 6.1(A) or (B), the Applicable Margin from and
including the 61st day after the end of such Fiscal Quarter or the 121st day
after the end of such Fiscal Year, as the case may be, to but not including the
date Borrower delivers to the Administrative Agent such Financial Statements
shall equal the highest possible Applicable Margin provided for by this
definition.

         "APPLICABLE UNUSED COMMITMENT FEE RATE" means (a) during the period
from the Initial Closing Date to the Trigger Date, 0.50% and (b) thereafter, as
of any date of determination, a per annum rate equal to the rate set forth below
opposite the then applicable Leverage Ratio (determined on the last day of the
most recent Fiscal Quarter for which Financial Statements have been delivered
pursuant to SECTION 6.1(A) or (B)) set forth below:

           LEVERAGE RATIO                                         RATE
           ------------------------------------------------     ---------
           Greater than or equal to 3.0 to 1...............       0.50%
           Less than 3.0 to 1..............................       0.375%

Changes in the Applicable Unused Commitment Fee Rate resulting from a change in
the Leverage Ratio on the last day of any subsequent Fiscal Quarter shall become
effective upon delivery by Borrower to the Administrative Agent of new Financial
Statements pursuant to SECTION 6.1(A) or (B), as applicable. Notwithstanding
anything to the contrary set forth in this Agreement (including the then
effective Leverage Ratio), if Borrower shall fail to deliver such Financial
Statements within any of the time periods specified in SECTION 6.1(A) or (B),
the Applicable Unused Commitment Fee Rate from and including the 61st day after
the end of such Fiscal Quarter or the 121st day after the end of such Fiscal
Year, as the case may be, to but not including the date Borrower delivers to the
Administrative Agent such Financial Statements shall equal the highest possible
Applicable Unused Commitment Fee Rate provided for by this definition.

         "APPROVED DEPOSIT ACCOUNT" means a Deposit Account that is the subject
of an effective Deposit Account Control Agreement or that is maintained by any
Loan Party with a Deposit Account Bank. "Approved Deposit Account" includes all
monies on deposit in a Deposit Account and all certificates and instruments, if
any, representing or evidencing such Deposit Account.

         "APPROVED ELECTRONIC COMMUNICATIONS" means each notice, demand,
communication, information, document and other material that any Loan Party is
obligated to, or otherwise chooses to, provide to any Agent pursuant to any Loan
Document or the transactions contemplated therein, including (a) any supplement
to the Guaranty, any joinder to the Pledge and Security Agreement and any other
written Contractual Obligation delivered or required to be delivered in respect
of any Loan Document or the transactions contemplated therein and (b) any
Financial Statement, financial and other report, notice, request, certificate
and other information material; PROVIDED, HOWEVER, that "Approved Electronic
Communications" shall exclude (i) any Notice of Borrowing, Letter of Credit
Request, Swing Loan Request, Facilities Increase Notice or Notice of Conversion
or Continuation, and any other notice, demand, communication, information,
document and other material relating to a request for a new, or a conversion of
an exist-

                                      -4-
<PAGE>

ing, Borrowing, (ii) any notice pursuant to SECTION 2.8 and SECTION 2.9 and any
other notice relating to the payment of any principal or other amount due under
any Loan Document prior to the scheduled date therefor, (iii) all notices of any
Default or Event of Default and (iv) any notice, demand, communication,
information, document and other material required to be delivered to satisfy any
of the conditions set forth in ARTICLE III or SECTION 2.4(A) or any other
condition to any Borrowing or other extension of credit hereunder or any
condition precedent to the effectiveness of this Agreement.

         "APPROVED ELECTRONIC PLATFORM" has the meaning specified in SECTION
10.3(A).

         "APPROVED FUND" means, with respect to any Person, any Fund that is
administered, advised or managed by such Person, an Affiliate of such Person or
by any other entity that also administers, advises or manages such Person or
Affiliate.

         "APPROVED SECURITIES INTERMEDIARY" means a "securities intermediary" or
a "commodity intermediary" (as such terms are defined in the UCC) that is either
an Agent or a Revolving Credit Lender party to this Agreement on the date hereof
or prior to the Syndication Completion Date (and each Affiliate thereof) or that
is approved by the Collateral Agent, which approval shall not be unreasonably
withheld.

         "ARG REFINANCING" means (a) the satisfaction and discharge of the
indenture relating to the Securitization Notes on or prior to the Initial
Closing Date and (b) the repayment in full of all Indebtedness of Borrower and
its Subsidiaries (other than the Acquired Businesses) (i) not listed on SCHEDULE
7.11(A), no later than the Second Closing Date and (ii) listed on SCHEDULE
7.11(A), no later than the end of the Refinancing Grace Period (subject to
Permitted Non-Compliant Debt remaining outstanding).

         "ARRANGER" means each of CGMI, Banc of America Securities LLC and CS,
in its capacity as joint lead arranger and joint book-running manager.

         "ASSET SALE" has the meaning specified in SECTION 8.4.

         "ASSIGNMENT AND ASSUMPTION" means an assignment and assumption entered
into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent, substantially in the form of EXHIBIT A.

         "AVAILABLE AMOUNT" means, at any time, (a) the sum of (i) if positive,
50% of Consolidated Net Income of Borrower for the period from the Initial
Closing Date (or, if Borrower is not capable of measuring Consolidated Net
Income from the Initial Closing Date, the first day thereafter from which
Borrower is capable of providing an accurate measurement of Consolidated Net
Income (which shall be a date no later than the first day of the first Fiscal
Quarter beginning on or after the Initial Closing Date)) through the last day of
the most recently ended Fiscal Quarter or Fiscal Year for which Financial
Statements have been delivered pursuant to SECTION 6.1(A) or (B) and (ii) the
amount of Designated Net Cash Proceeds received from all Equity Issuances after
the Initial Closing Date, MINUS (b) 100% of the deficit, if any, reflected in
Consolidated Net Income of Borrower for the period referred to in clause (a)(i)
above, MINUS (c) all dividends and distributions made pursuant to SECTION
8.5(D)(II) and Investments outstanding pursuant to SECTION 8.3(K)(II).

                                      -5-
<PAGE>

         "AVAILABLE CREDIT" means, at any date, (a) the then effective Revolving
Credit Commitments minus (b) the aggregate Revolving Credit Outstandings on such
date, after giving effect to any substantially contemporaneous repayment of any
Loan or Reimbursement Obligation on such date.

         "BASE RATE" means, for any period, a fluctuating interest rate per
annum as shall be in effect from time to time, which rate per annum shall be
equal at all times to the higher of the following:

         (a)      the rate of interest announced publicly by Citibank in New
     York, New York, from time to time, as Citibank's base rate; and

         (b)      the Federal Funds Rate PLUS 0.50% per annum.

         "BASE RATE LOAN" means any Swing Loan or any other Loan during any
period in which it bears interest based on the Base Rate.

         "BOARD OF DIRECTORS" means, with respect to any Person, (i) in the case
of any corporation, the board of directors of such Person, (ii) in the case of
any limited liability company, the board of managers of such Person, (iii) in
the case of any partnership, the Board of Directors of the general partner of
such Person and (iv) in any other case, the functional equivalent of the
foregoing.

         "BOFA" has the meaning specified in the preamble to this Agreement.

         "BORROWER" has the meaning specified in the preamble to this Agreement.

         "BORROWERS" has the meaning specified in the preamble to this
Agreement.

         "BORROWER'S ACCOUNTANTS" means Deloitte & Touche LLP or other
independent nationally recognized public accountants acceptable to the
Administrative Agent, which acceptance shall not be unreasonably withheld.

         "BORROWING" means a Revolving Credit Borrowing or a Term Loan
Borrowing.

         "BUSINESS DAY" means a day of the year on which banks are not required
or authorized to close in New York City and, if the applicable Business Day
relates to notices, determinations, fundings and payments in connection with the
Eurodollar Rate or any Eurodollar Rate Loans, a day on which dealings in Dollar
deposits are also carried on in the London interbank market.

         "CAPITAL EXPENDITURES" means, for any Person for any period, the
aggregate of amounts that would be reflected as additions to property, plant or
equipment on a Consolidated balance sheet of such Person and its Subsidiaries
(other than Unrestricted Subsidiaries), excluding (i) any portion of such
additions attributable solely to Permitted Acquisitions, (ii) expenditures to
the extent financed

                                      -6-
<PAGE>

with Designated Net Cash Proceeds of Equity Issuances, (iii) any such additions
constituting Permitted Reinvestments and (iv) expenditures to the extent
financed with Capital Leases and, without duplication, any portion of such
additions attributable solely to Capital Leases.

         "CAPITAL LEASE" means, with respect to any Person, any lease of, or
other arrangement conveying the right to use, property by such Person as lessee
that would be accounted for as capitalized liability on a balance sheet of such
Person prepared in accordance with GAAP, including, without limitation,
financing obligations that are capitalized.

         "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person, the
capitalized amount of all Consolidated obligations of such Person or any of its
Subsidiaries (other than Unrestricted Subsidiaries) under Capital Leases
determined in accordance with GAAP.

         "CASH COLLATERAL ACCOUNT" means any Deposit Account or Securities
Account that is (a) established by the Collateral Agent from time to time in its
sole reasonable discretion to receive cash and Cash Equivalents (or purchase
cash or Cash Equivalents with funds received) from the Loan Parties or Persons
acting on their behalf pursuant to the Loan Documents, (b) with such
depositaries and securities intermediaries as the Collateral Agent may determine
in its sole discretion, (c) in the name of the Collateral Agent (although such
account may also have words referring to any Loan Party and the account's
purpose), (d) under the control of the Collateral Agent and (e) in the case of a
Securities Account, with respect to which the Collateral Agent shall be the
Entitlement Holder and the only Person authorized to give Entitlement Orders
with respect thereto.

         "CASH EQUIVALENTS" means each of the following:

         (a)      securities issued or fully guaranteed or insured by the United
     States federal government or any agency thereof;

         (b)      certificates of deposit, overnight bank deposits and bankers'
     acceptances of any commercial bank organized under the laws of the United
     States, any state thereof or the District of Columbia that, at the time of
     acquisition, are rated at least "A-1" by S&P or "P-1" by Moody's;

         (c)      repurchase obligations with a term of not more than seven days
     with respect to securities of the types described in clause (a) or (b)
     above and with a Lender or any Affiliate or Approved Fund thereof or a
     financial institution having total assets exceeding $5,000,000,000;

         (d)      commercial paper of an issuer incorporated in a state of the
     United States rated at least "A-1" by S&P or "P-1" by Moody's;

         (e)      marketable direct obligations issued by any state of the
     United States or any political subdivision thereof or any public
     instrumentality thereof that, at the time of acquisition, has one of the
     two highest ratings obtainable from either Moody's or S&P ;

         (f)      to the extent invested in by Subsidiaries of Borrower that are
     not Domestic Subsidiaries, certificates of deposit, overnight bank deposits
     and bankers' acceptances (or similar instruments) of commercial banks
     organized under the laws of the same country

                                      -7-
<PAGE>

     as such Subsidiary and having combined capital and surplus of not less than
     $500,000,000 (or the equivalent thereof in other currencies); and

         (g)      shares of any money market fund that (A) has at least 95% of
     its assets invested continuously in the types of investments referred to in
     clauses (a) through (e) (or in the case of investments by Subsidiaries of
     Borrower that are not Domestic Subsidiaries, (a) through (f)) above, (B)
     has net assets exceeding $500,000,000 and (C) is rated at least "A-1" by
     S&P or "P-1" by Moody's;

PROVIDED, HOWEVER, that (x) the maturities of all obligations of the type
specified in clauses (a) through (e) above shall not exceed the lesser of the
time specified in such clauses and 360 days and (y) "Cash Equivalents" shall not
include Securities of Sponsor, Co-Borrower, Parent, Borrower, their respective
Subsidiaries and any Affiliate or Approved Fund of any of the foregoing.

         "CASH INTEREST EXPENSE" means, with respect to any Person for any
period, the Interest Expense of such Person for such period LESS the sum of,
without duplication and in each case determined on a Consolidated basis for such
Person and its Subsidiaries (other than Unrestricted Subsidiaries) and included
in such sum only to the extent included in the calculation of Interest Expense,
(a) the Non-Cash Interest Expense of such Person for such period, (b) any fees
(including underwriting fees) and expenses paid by such Person or its
Consolidated Subsidiaries (other than Unrestricted Subsidiaries) during such
period in connection with the consummation of the RTM Acquisitions, (c) any
upfront fees and other cash payments made during such period by Borrower and/or
Co-Borrower as a condition to the execution of any Interest Rate Contract
Borrower and/or Co-Borrower are required to enter into pursuant to SECTION 7.14
to other parties to such Interest Rate Contract as consideration required by
such other parties to enter into such Interest Rate Contract, (d) any fees paid
during such period by or on behalf of Borrower or Co-Borrower to any Agent
pursuant to any Fee Letter, (e) any Consolidated net cash gain of such Person
and its Subsidiaries (other than Unrestricted Subsidiaries) under Interest Rate
Contracts for such period, (f) any Consolidated interest income of such Person
and its Subsidiaries (other than Unrestricted Subsidiaries) for such period, (g)
any fees (including underwriting fees) and expenses paid by such Person or its
Consolidated Subsidiaries (other than Unrestricted Subsidiaries) during such
period in connection with the consummation of any Permitted Acquisition or Sale
of Business, (h) interest expense in respect of Loans to the extent and for so
long as the proceeds thereof are held in the Escrow Account and (i) interest
expense in respect of the Securitization Notes.

         Notwithstanding anything in the foregoing to the contrary, it is agreed
that Cash Interest Expense of Borrower shall be (a) with respect to the four
Fiscal Quarter period ending on October 2, 2005, Cash Interest Expense of
Borrower for the Fiscal Quarter ending on such date, MULTIPLIED by four, (b)
with respect to the four Fiscal Quarter period ending on January 1, 2006, Cash
Interest Expense of Borrower for the Fiscal Quarter ending on such date and the
immediately preceding Fiscal Quarter MULTIPLIED by two and (c) with respect to
the four Fiscal Quarter period ending April 2, 2006, Cash Interest Expense of
Borrower for the Fiscal Quarter ending on such date and the immediately
preceding two Fiscal Quarters MULTIPLIED by one and one-third; PROVIDED that
each such amount shall be determined on a Pro Forma Basis.

         "CASH INVESTMENT" has the meaning specified in the recitals to this
Agreement.

                                      -8-
<PAGE>


         "CASH INVESTMENT DOCUMENT" means each agreement, document, power of
attorney and certificate executed in connection with the Cash Investment.

         "CASH MANAGEMENT OBLIGATION" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person in respect
of cash management services (including treasury, depository, overdraft, credit
or debit card, electronic funds transfer and other cash management arrangements)
provided by any Lender or any Affiliate thereof in connection with this
Agreement or any Loan Document, including obligations for the payment of fees,
interest, charges, expenses, attorneys' fees and disbursements in connection
therewith.

         "CERCLA" means the U.S. Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

         "CGMI" means Citigroup Global Markets Inc.

         "CHANGE OF CONTROL" means the occurrence of any event, transaction or
occurrence as a result of which any of the following occurs:

         (a)      prior to the completion of any initial public offering of the
     Stock of Co-Borrower, Sponsor and Related Persons, shall cease to, directly
     or indirectly, beneficially own and control in the aggregate (i) more than
     50% of the Voting Stock of Co-Borrower, on a fully diluted basis, or (ii)
     at least a percentage of the outstanding Voting Stock of Co-Borrower
     necessary to elect at any time a majority of the Board of Directors (or
     similar governing body) of Co-Borrower;

         (b)      on and after completion of any such initial public offering,
     any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
     of the Exchange Act, including any group acting for the purpose of
     acquiring, holding, voting or disposing of Securities within the meaning of
     Rule 13d-5(b)(1) under the Exchange Act) other than Sponsor or any Related
     Person shall become the "beneficial owner" (as defined in Rules 13(d)-3 and
     13(d)-5 under the Exchange Act, except that each Person will be deemed to
     have "beneficial ownership" of all Stock and Stock Equivalents that such
     Person has the right to acquire, whether such right is exercisable
     immediately or only after the passage of time), directly or indirectly, of
     more than the greater of (x) 30% of the then outstanding Voting Stock of
     Co-Borrower and (y) the Voting Stock of Co-Borrower owned, directly or
     indirectly, by Sponsor and Related Persons in the aggregate;

         (c)      during any period of 12 consecutive calendar months,
     individuals who, at the beginning of such period, constituted the Board of
     Directors of Co-Borrower (together with any new directors nominated by
     Co-Borrower and directors whose election by the Board of Directors of
     Co-Borrower or whose nomination for election by the members of Co-Borrower
     was approved by a vote of at least a majority of the Board of Directors
     then still in office who either were directors at the beginning of such
     period or whose election or nomination for election was previously so
     approved) cease for any reason other than death or disability to constitute
     a majority of the Board of Directors then in office;

                                      -9-
<PAGE>

         (d)      Co-Borrower shall cease to own and control, directly or
     through one or more Wholly-Owned Subsidiaries, all of the economic and
     voting rights associated with all of the outstanding Stock of Parent or
     Borrower; or

         (e)      any "Change of Control" under and as defined in, or any term
     of similar import under, any Subordinated Debt Document relating to
     Indebtedness in an aggregate principal amount in excess of $25,000,000.

         "CHANGE OF LAW" has the meaning specified in SECTION 2.16.

         "CHARGES" has the meaning specified in SECTION 11.21.

         "CITIBANK" means Citibank, N.A., a national banking association.

         "CITICORP" has the meaning specified in the preamble to this Agreement.

         "CLOSING DATE COLLATERAL" means the Collateral other than any
Collateral in which, pursuant to the terms of the Pledge and Security Agreement,
a security interest in favor of the Collateral Agent is not granted or meant to
be granted on or prior to the Initial Closing Date.

         "CLOSING DATE RELATED DOCUMENT" means each RTM Acquisition Agreement
and each other document executed pursuant thereto and each Cash Investment
Document.

         "CO-BORROWER" has the meaning specified in the preamble to this
Agreement.

         "CODE" means the U.S. Internal Revenue Code of 1986, as amended from
time to time.

         "COLLATERAL" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by any Loan Party in or upon which a
Lien is granted under any Collateral Document.

         "COLLATERAL AGENT" has the meaning specified in the preamble to this
Agreement.

         "COLLATERAL DOCUMENTS" means the Pledge and Security Agreement, the
Escrow Agreement, the Deposit Account Control Agreements, the Securities Account
Control Agreements and any other document executed and delivered by a Loan Party
granting a Lien on any of its property to secure payment of the Secured
Obligations.

         "COMMITMENT" means, with respect to any Lender, such Lender's Revolving
Credit Commitment and Term Loan Commitment, if any, and "COMMITMENTS" means the
aggregate Revolving Credit Commitments and Term Loan Commitments of all Lenders.

         "COMMODITY ACCOUNT" has the meaning given to such term in the UCC.

         "COMPLIANCE CERTIFICATE" has the meaning specified in SECTION 6.1(C).

                                      -10-
<PAGE>

         "CONSOLIDATED" means, with respect to any Person, the consolidation of
accounts of such Person and its Subsidiaries (other than Unrestricted
Subsidiaries) in accordance with GAAP.

         "CONSOLIDATED CURRENT ASSETS" means, with respect to any Person at any
date, the total Consolidated current assets (other than cash and Cash
Equivalents) of such Person and its Subsidiaries (other than Unrestricted
Subsidiaries) at such date.

         "CONSOLIDATED CURRENT LIABILITIES" means, with respect to any Person at
any date, all liabilities of such Person and its Subsidiaries (other than
Unrestricted Subsidiaries) at such date that should be classified as current
liabilities on a Consolidated balance sheet of such Person and its Subsidiaries
(other than Unrestricted Subsidiaries).

         "CONSOLIDATED EBITDAR" means, with respect to any Person for any
period, the sum of (a) the Consolidated EBITDA of such Person, PLUS (b)
Consolidated Rental Expense of such Person for such period, all as determined in
accordance with GAAP. Notwithstanding anything in the foregoing to the contrary,
it is agreed that the Consolidated EBITDAR for Borrower for the Fiscal Quarters
ended January 2, 2005, April 3, 2005, and July 3, 2005 is $60,267,000,
$58,015,000 and $64,893,000, respectively.

         "CONSOLIDATED NET INCOME" means, for any Person for any period, the
Consolidated net income (or loss) of such Person and its Subsidiaries (other
than Unrestricted Subsidiaries other than to the extent the net income of such
Unrestricted Subsidiary is received by a Restricted Subsidiary in cash as a
dividend or distribution) for such period determined in accordance with GAAP;
PROVIDED, HOWEVER, that (a) the net income of any other Person in which such
Person or one of its Subsidiaries has a joint interest with a third party (which
interest does not cause the net income of such other Person to be Consolidated
into the net income of such Person) shall be included only to the extent of the
amount of dividends or distributions actually paid to such Person or Subsidiary,
(b) the net income of any Subsidiary of such Person that is subject to any
restriction or limitation on the payment of dividends or the making of other
distributions shall be excluded to the extent of such restriction or limitation,
(c) extraordinary gains and losses and any increase or decrease to net income
that is required to be recorded because of the adoption of new accounting
policies, practices or standards required by GAAP shall be excluded and (d)
gains and losses from businesses reflected on the Financial Statements of such
Person as discontinued operations shall be excluded.

         "CONSOLIDATED NET TANGIBLE ASSETS" means, with respect to any Person,
such Person's net assets MINUS goodwill and other intangible assets, all as
determined in accordance with GAAP on a Consolidated basis.

         "CONSOLIDATED RENTAL EXPENSE" means, with respect to any Person for any
period, (a) all rental expense of such Person and its Subsidiaries (other than
Unrestricted Subsidiaries) during such period (determined on a Consolidated
basis in accordance with GAAP) incurred under any rental agreements or leases of
real property, including space leases and ground leases, other than obligations
in respect of any Capital Leases and Synthetic Lease Obligations, MINUS (b)
rental income received by such Person and its Subsidiaries (other than
Unrestricted Subsidiaries) during such period (determined on a Consolidated
basis in accordance with GAAP) from

                                      -11-
<PAGE>

franchisees or third parties pursuant to (i) subleases to such franchisees or
third parties and (ii) leases that have been assigned to such franchisees or
third parties in which such Person or any of its Subsidiaries (other than
Unrestricted Subsidiaries) remains liable for the payment of rent.

         "CONSTITUENT DOCUMENTS" means, with respect to any Person, (a) the
articles of incorporation, certificate of incorporation, constitution or
certificate of formation (or the equivalent organizational documents) of such
Person, (b) the by-laws, operating agreement (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of
election and obligations of the directors or managing members of such Person (if
any) and the designation, amount or relative rights, limitations and preferences
of any class or series of such Person's Stock.

         "CONTAMINANT" means any material, substance or waste, including,
without limitation, any petroleum or petroleum-derived substance or waste,
asbestos, asbestos-containing materials, PCB, PCB-containing materials or
equipment, urea formaldehyde, mold and radon, that can give rise to liability,
or is regulated, pursuant to Environmental Laws.

         "CONTRACTUAL OBLIGATION" of any Person means any obligation, agreement,
undertaking or similar provision of any Security issued by such Person or of any
agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or
other instrument (excluding a Loan Document) to which such Person is a party or
by which it or any of its property is bound or to which any of its property is
subject.

         "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, and the
terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative thereto.

         "CONTROL ACCOUNT" means a Securities Account or Commodity Account that
is the subject of an effective Securities Account Control Agreement and that is
maintained by any Loan Party with an Approved Securities Intermediary. "Control
Account" includes all Financial Assets held in a Securities Account or a
Commodity Account and all certificates and instruments, if any, representing or
evidencing the Financial Assets contained therein.

         "CORPORATE CHART" means a corporate organizational chart, list or other
similar document in each case in form reasonably acceptable to the
Administrative Agent and setting forth, for each Person that is a Loan Party,
that is subject to SECTION 7.11 or that is a Subsidiary of any of them, (a) the
full legal name of such Person, (b) the jurisdiction of organization, the
organizational number (if any) and, in the case of Persons that are Loan Parties
or direct Subsidiaries of Loan Parties only, the tax identification number (if
any) of such Person, (c) in the case of entities that are Loan Parties or direct
Subsidiaries of Loan Parties only, the location of such Person's chief executive
office (or sole place of business) and (d) in the case of entities that are Loan
Parties or direct Subsidiaries of Loan Parties only, the number of shares of
each class of such Person's Stock authorized (if applicable), the number
outstanding as of the date of delivery and the number and percentage of such
outstanding shares for each such class owned (directly or indirectly) by any
Loan Party or any Subsidiary of any Loan Party.

                                      -12-
<PAGE>

         "CS" has the meaning specified in the preamble to this Agreement.

         "CUSTOMARY PERMITTED LIENS" means, with respect to any Person, any of
the following Liens, in each case as long as no such Lien secures any
Indebtedness for borrowed money:

         (a)      Liens with respect to the payment of taxes, assessments or
     governmental charges in each case that are not overdue by more than 30 days
     or that can be paid without penalty or that are being contested in good
     faith by appropriate proceedings and with respect to which adequate
     reserves or other appropriate provisions are being maintained to the extent
     required by GAAP;

         (b)      (i) Liens of landlords arising by statute or otherwise, and
     (ii) liens of suppliers, mechanics, carriers, materialmen, warehousemen or
     workmen and other liens imposed by law (including, as applicable, under
     Article 2 of the Uniform Commercial Code of any state of the United States
     or the District of Columbia and similar laws), created in the ordinary
     course of business for amounts not overdue by more than 30 days or that are
     being contested in good faith by appropriate proceedings, if any, and with
     respect to which adequate reserves or other appropriate provisions are
     being maintained to the extent required by GAAP;

         (c)      pledges and cash deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment or other
     insurance obligations or other types of social security benefits or similar
     legal obligations or to secure the performance of bids, statutory
     obligations, public obligations to any Governmental Authority, tenders,
     sales, contracts (other than for the repayment of borrowed money) and
     surety, customs or performance bonds;

         (d)      encumbrances arising by reason of zoning restrictions,
     easements, licenses, building codes, land-use restrictions, reservations,
     covenants, rights-of-way, utility easements, building restrictions and
     other similar encumbrances on the use of real property, and encroachments
     and other survey defects and imperfections in title, not materially
     detracting from the value of such real property (as then used or proposed
     to be used) or not materially interfering with the ordinary conduct of the
     business conducted and proposed to be conducted at such real property;

         (e)      Liens arising under, or consisting of, leases or subleases of
     real property permitted under this Agreement;

         (f)      Liens, pledges and cash deposits to secure any appeal bond
     with respect to any judgment or order (or similar process) or Liens
     otherwise granted as part of such judgment or order (or similar process),
     in each case to the extent no Event of Default exists as a result of such
     Lien, judgment or order;

         (h)      rights of setoff, banker's liens and similar rights in favor
     of a banking institution that arise as a matter of law, encumber deposits
     and are within the general parameters customary in the banking industry;

                                      -13-
<PAGE>

         (i)      Liens that might be deemed to exist on the assets subject to a
     repurchase agreement constituting a Cash Equivalent permitted hereunder, if
     such Liens are deemed to exist solely because of the existence of such
     repurchase agreement;

         (j)      Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into in
     the ordinary course of business in accordance with the past practices;

         (k)      the filing of UCC financing statements solely as a
     precautionary measure in connection with operating leases or consignment of
     goods; and

         (l)      in the case of leased Real Property, Liens to which the fee
     interest (or any superior interest) in such Real Property is subject.

         "DEBT ISSUANCE" means the incurrence of Indebtedness of the type
specified in clause (a) or (b) of the definition of Indebtedness by Co-Borrower
or any Restricted Subsidiary.

         "DEFAULT" means any event that, with the passing of applicable grace
periods or the giving of notice or both, would become an Event of Default if not
cured or waived.

         "DEPOSIT ACCOUNT" has the meaning given to such term in the UCC.

         "DEPOSIT ACCOUNT BANK" means (a) each Agent and each Revolving Credit
Lender party to this Agreement on the date hereof or prior to the Syndication
Completion Date (and each Affiliate thereof) and (b) each other financial
institution approved by the Collateral Agent, which approval shall not be
unreasonably withheld.

         "DEPOSIT ACCOUNT CONTROL AGREEMENT" has the meaning specified in the
Pledge and Security Agreement.

         "DESIGNATED NET CASH PROCEEDS" means (a) for purposes of the definition
of Available Amount, the portion of the Net Cash Proceeds of an Equity Issuance
that Borrower designates as being applied to the Available Amount (and not being
applied to Capital Expenditures) and (b) for purposes of the definition of
Capital Expenditures, the portion of the Net Cash Proceeds of an Equity Issuance
that Borrower designates as being applied to Capital Expenditures (and not being
applied to the Available Amount); PROVIDED that in each case such designation
shall be evidenced by a certificate of a Responsible Officer of Borrower
delivered no later than five days after the time of such Equity Issuance.

         "DISCLOSURE DOCUMENTS" means, collectively, the confidential
information memoranda and related materials prepared in connection with the
syndication of the Facilities.

         "DISQUALIFIED STOCK" means any Stock of any Person that, by its terms
(or by the terms of any Security into which it is convertible or for which it is
exchangeable, in either case at the option of the holder thereof) or otherwise,
(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (b) is or may become redeemable or repurchasable at the option of
the holder thereof, in whole or in part, or (c) is Indebtedness or is
convertible or exchangeable at the option of the holder thereof for Indebtedness
or Disqualified Stock, in each

                                      -14-
<PAGE>

of clauses (a), (b) and (c) coming due sooner than 180 days after the Term Loan
Maturity Date; PROVIDED that only the portion of Stock which so matures or is so
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock; PROVIDED, FURTHER, that any Stock that would constitute
"Disqualified Stock" solely because the holders thereof have the right to
require the issuer thereof (or any of its Subsidiaries) to repurchase such Stock
upon the occurrence of a change of control or asset sale shall not constitute
Disqualified Stock if the terms of such Stock (and all such Securities into
which it is convertible or for which it is exchangeable) provide that none of
Parent or its Subsidiaries may repurchase or redeem any such Stock (or any such
Securities into which it is convertible or for which it is exchangeable)
pursuant to such provision prior to the payment in full of the Secured
Obligations.

         "DOCUMENTARY LETTER OF CREDIT" means any Letter of Credit that is
drawable upon presentation of documents evidencing the sale or shipment of goods
purchased by Borrower or any of its Subsidiaries in the ordinary course of its
business.

         "DOCUMENTATION AGENTS" has the meaning specified in the preamble to
this Agreement.

         "DOLLAR," "DOLLARS" and "$" each mean the lawful money of the United
States of America.

         "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office
of such Lender specified as its "Domestic Lending Office" opposite its name on
SCHEDULE II or on the Assignment and Assumption by which it became a Lender or
such other office of such Lender as such Lender may from time to time specify to
Borrower and the Administrative Agent.

         "DOMESTIC PERSON" means any "United States person" under and as defined
in Section 7701(a)(30) of the Code.

         "DOMESTIC SUBSIDIARY" means any Subsidiary of Co-Borrower (other than
Parent or Borrower) organized under the laws of any state of the United States
of America or the District of Columbia.

         "EBITDA" means, with respect to any Person and its Subsidiaries (other
than Unrestricted Subsidiaries) for any period,

         (a)      Consolidated Net Income of such Person for such period, PLUS

         (b)      the sum of, in each case to the extent included in the
     calculation of such Consolidated Net Income as a reduction thereof but
     without duplication, the following:

                  (i)      any provision for federal, state, local and foreign
         income tax, franchise taxes and state single business unitary and
         similar taxes imposed in lieu of income tax;

                  (ii)     Interest Expense;

                                      -15-
<PAGE>

                  (iii)    depreciation and amortization expenses;

                  (iv)     cash expenses made during such period in connection
         with any RTM Acquisition or Permitted Acquisition for which such Person
         or its Consolidated Subsidiaries (other than Unrestricted Subsidiaries)
         have been reimbursed during such period by third parties that are not
         Affiliates of such Person or any of its Consolidated Subsidiaries;

                  (v)      fees (including underwriting fees) and expenses paid
         by such Person or its Consolidated Subsidiaries (other than
         Unrestricted Subsidiaries) during such period in connection with the
         consummation of the Transactions, including without limitation one time
         cash costs and expenses incurred in connection with any RTM Acquisition
         during such period (including without limitation costs and expenses
         relating to severance, relocation and consulting services);

                  (vi)     all other non-cash charges and non-cash losses for
         such period, including the amount of any compensation deduction as the
         result of any grant of Stock or Stock Equivalents to employees,
         officers, directors or consultants (excluding any non-cash charge that
         results in an accrual of a reserve for cash charges in any future
         period);

                  (vii)    any portion of the Management Fee paid by or on
         behalf of, or accrued by, such Person or any of its Consolidated
         Subsidiaries (other than Unrestricted Subsidiaries) during such period;
         and

                  (viii)   synergies in connection with the RTM Acquisitions in
         the amounts of $2,340,000, $1,570,000 and $355,000 for the Fiscal
         Quarters ending October 2, 2005, January 1, 2006, and April 2, 2006,
         respectively; and MINUS

         (c)      the sum of, in each case to the extent included in the
     calculation of such Consolidated Net Income as an increase thereto but
     without duplication, each of the following:

                  (i)      any credit for income tax;

                  (ii)     Consolidated net gains of such Person and its
         Subsidiaries (other than Unrestricted Subsidiaries) under Interest Rate
         Contracts for such period;

                  (iii)    any Consolidated interest income of such Person and
         its Subsidiaries (other than Unrestricted Subsidiaries) for such
         period;

                  (iv)     any aggregate net gain in such period (but not any
         aggregate net loss) from the sale, exchange or other disposition of
         capital assets by such Person or any of its Consolidated Subsidiaries
         (other than Unrestricted Subsidiaries) (other than dispositions of
         inventory in the ordinary course of business);

                  (v)      any cash refund of any payment in such period of any
         item described in clause (b) above which payment or item was added to
         Consolidated Net

                                      -16-
<PAGE>

         Income in the calculation of EBITDA by reason of such clause either in
         such period or in any prior period; and

                  (vi)     any other non-cash gains or other items that have
         been added in determining Consolidated Net Income of such Person for
         such period, including any reversal of a charge referred to in clause
         (b)(vi) above by reason of a decrease in the value of any Stock or
         Stock Equivalent.

         Notwithstanding anything in the foregoing to the contrary, it is agreed
that EBITDA of Borrower for the Fiscal Quarters ending January 2, 2005, April 3,
2005, and July 3, 2005, is $45,176,000, $42,925,000 and $49,803,000,
respectively.

         "ELIGIBLE ASSIGNEE" means (a) any Federal Reserve Bank, (b) a Lender or
an Affiliate or Approved Fund of any Lender or (c) any other Person (other than
a natural Person) approved by the Administrative Agent but excluding any
Restricted Entity; PROVIDED that the consent of the applicable Borrower to any
allocation, transfer or assignment of any Commitment or Loan hereunder shall be
deemed definitive evidence that the allocatee, transferee or assignee thereof
(as the case may be) was not, at the time of such allocation, transfer or
assignment, a Restricted Entity. Notwithstanding the foregoing, the consent of
the Administrative Agent shall not be required in connection with any assignment
to Sponsor, Parent, Co-Borrower, Borrower or any of their respective Affiliates
or Subsidiaries.

         "ENTITLEMENT HOLDER" has the meaning given to such term in the UCC.

         "ENTITLEMENT ORDER" has the meaning given to such term in the UCC.

         "ENVIRONMENT" means ambient air, indoor air, surface water and
groundwater (including potable water and navigable water), the land surface or
subsurface strata and natural resources.

         "ENVIRONMENTAL LAWS" means all applicable laws (including common law),
rules, regulations, codes, ordinances, and binding orders, decrees, judgments,
injunctions, agreements or treaties issued, promulgated or entered into by any
Governmental Authority relating in any way to the Environment, preservation,
restoration or reclamation of natural resources, the management, Release or
threatened Release of, or exposure to, any Contaminant or occupational health or
safety.

         "ENVIRONMENTAL LIABILITIES AND COSTS" means, with respect to any
Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, penalties, fines, damages, punitive damages, consequential damages,
treble damages, costs and expenses (including all fees, disbursements and
expenses of counsel, experts and consultants and costs of investigation and
feasibility studies), fines, penalties, sanctions and interest incurred as a
result of any claim or demand by any other Person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute
and whether arising under any Environmental Law, Permit, order or agreement with
any Governmental Authority or other Person, in each case relating to any
environmental, or occupational health or safety condition or requirement or to
any Release or threatened Release.

                                     -17-
<PAGE>

         "ENVIRONMENTAL LIEN" means any Lien in favor of any Governmental
Authority for Environmental Liabilities and Costs.

         "EQUIPMENT" has the meaning given to such term in the UCC.

         "EQUITY ISSUANCE" means any capital contribution to Co-Borrower from
any of its holders of Stock or Stock Equivalents or any issue or sale of any
Stock or Stock Equivalent of Co-Borrower by Co-Borrower to any Person other than
any issuance of common Stock of Co-Borrower occurring in the ordinary course of
business to any director, member of management or employee of Co-Borrower or any
Subsidiary.

         "ERISA" means the U.S. Employee Retirement Income Security Act of 1974,
as amended.

         "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with
Co-Borrower or any of its Subsidiaries within the meaning of Section 414(b),
(c), (m) or (o) of the Code.

         "ERISA EVENT" means (a) a reportable event described in Section 4043(c)
of ERISA or the regulations thereunder with respect to a Title IV Plan (other
than an event for which the 30 day notice period is waived by regulation), (b)
the withdrawal of Co-Borrower, any of its Subsidiaries or any ERISA Affiliate
from a Title IV Plan subject to Section 4063 of ERISA during a plan year in
which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA,
(c) the complete or partial withdrawal of Co-Borrower, any Subsidiary of
Co-Borrower or any ERISA Affiliate from any Multiemployer Plan, (d) receipt of
notice of reorganization or insolvency of a Multiemployer Plan, (e) the filing
of a notice of intent to terminate a Title IV Plan or the treatment of a plan
amendment to a Title IV Plan as a termination under Section 4041 of ERISA, (f)
the institution of proceedings to terminate a Title IV Plan or Multiemployer
Plan by the PBGC, (g) the failure of Co-Borrower, any Subsidiary of Co-Borrower
or any ERISA Affiliate to make any contribution required by the Code, ERISA or
the terms of a Title IV Plan or Multiemployer Plan to such Plan, (h) the
imposition of a lien under Section 412 of the Code or Section 302 of ERISA on
Co-Borrower or any Subsidiary of Co-Borrower or any ERISA Affiliate, (i) the
substantial cessation of operations as described in Section 4062(e) of ERISA
with respect to a Title IV Plan, (j) the adoption of an amendment to a Title IV
Plan that would require the provision of security pursuant to Section 401(a)(29)
of the Code or Section 307 of ERISA, (k) any other event or condition that might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Title IV Plan
or Multiemployer Plan or the imposition of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, or (l) the aggregate unfunded vested benefits (as determined under
Section 4006(a)(3)(E)(iii) of ERISA) of all Title IV Plans (disregarding Title
IV Plans with no unfunded vested benefits) exceed $50,000,000 and the funded
vested benefit percentage of such Title IV Plans is less than 90 percent.

         "ESCROW ACCOUNT" has the meaning given to such term in the Escrow
Agreement.

                                      -18-
<PAGE>

         "ESCROW AGENT" means the Collateral Agent in its capacity as escrow
agent pursuant to the Escrow Agreement.

         "ESCROW AGREEMENT" means the Escrow Agreement, substantially in the
form of EXHIBIT J, dated as of the date hereof, among Borrower, Co-Borrower, the
Administrative Agent and the Escrow Agent.

         "ESCROW BALANCE" means, at any time, the amount of cash or Cash
Equivalents in the Escrow Account.

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Federal Reserve Board.

         "EURODOLLAR BASE RATE" means, with respect to any Interest Period for
any Eurodollar Rate Loan, the rate determined by the Administrative Agent to be
the offered rate for deposits in Dollars for the applicable Interest Period
appearing on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m., London
time, on the second full Business Day next preceding the first day of each
Interest Period. In the event that such rate does not appear on the Dow Jones
Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets screen), the
Eurodollar Base Rate for the purposes of this definition shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent.

         "EURODOLLAR LENDING OFFICE" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on SCHEDULE II or on the Assignment and Assumption by which it became a
Lender (or, if no such office is specified, its Domestic Lending Office) or such
other office of such Lender as such Lender may from time to time specify to
Borrower and the Administrative Agent.

         "EURODOLLAR RATE" means, with respect to any Interest Period for any
Eurodollar Rate Loan, an interest rate per annum obtained by dividing (a) the
Eurodollar Base Rate by (b) (i) a percentage equal to 100% MINUS (ii) the
reserve percentage applicable two Business Days before the first day of such
Interest Period under regulations issued from time to time by the Federal
Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which
the Eurodollar Rate is determined) having a term equal to such Interest Period.

         "EURODOLLAR RATE LOAN" means any Loan that, for an Interest Period,
bears interest based on the Eurodollar Rate.

         "EVENT OF DEFAULT" has the meaning specified in SECTION 9.1.

         "EXCEPTED GUARANTORS" means the Persons listed on SCHEDULE 1.1(B).

                                      -19-
<PAGE>

         "EXCESS CASH FLOW" means, for any period, each calculated on a
Consolidated basis, (a) EBITDA of Borrower for such period PLUS (b) the sum of,
without duplication, (i) the excess, if any, of the Working Capital of Borrower
at the beginning of such period over the Working Capital of Borrower at the end
of such period and (ii) any cash refund of any payment or expense set forth in
clause (c) below for which credit was given pursuant to such clause in prior
periods MINUS (c) the sum (without duplication, including duplications that may
occur because of the inclusion of any of the following in the calculation of any
defined term used below) of all of the following:

                  (i)      scheduled cash principal payments on the Loans during
         such period and optional cash principal payments on the Loans during
         such period (but only, in the case of payment in respect of Revolving
         Loans, to the extent that the Revolving Credit Commitments are
         permanently reduced by the amount of such payments);

                  (ii)     cash principal payments made by Borrower or any
         Restricted Subsidiary during such period on other Indebtedness to the
         extent such other Indebtedness and payments are permitted by this
         Agreement;

                  (iii)    scheduled cash payments made by Borrower or any
         Restricted Subsidiary on Capital Lease Obligations during such period
         to the extent such Capital Lease Obligations and payments are permitted
         by this Agreement;

                  (iv)     Unfinanced Capital Expenditures made by Borrower or
         any Restricted Subsidiary during such period to the extent permitted by
         this Agreement;

                  (v)      cash payments of federal, state, local and foreign
         income tax, franchise taxes and state single business unitary and
         similar taxes imposed in lieu of income tax made during such period by
         Borrower or any Restricted Subsidiary;

                  (vi)     cash Restricted Payments permitted to be made in
         reliance upon SECTION 8.5(C);

                  (vii)    cash Investments made in reliance on SECTION 8.3;

                  (viii)   cash payments (other than in respect of taxes, which
are governed by clause (v) above) made during such period for any liability
which accrual in a prior period did not reduce EBITDA and therefore increased
Excess Cash Flow in such prior period (PROVIDED there was no other reduction to
EBITDA or Excess Cash Flow related to such payment);

                  (ix)     Cash Interest Expense made during such period (PLUS,
         but only to the extent subtracted from Interest Expense in the
         calculation of Cash Interest Expense, any fees and expenses described
         in clauses (b), (c), (d) and (g) of the definition of Cash Interest
         Expense);

                  (x)      all cash expenses made during such period, to the
         extent such cash expenses were added back to Consolidated Net Income in
         the calculation of EBITDA pursuant to clauses (b)(iv), (v) and (vi) of
         the definition of EBITDA;

                                      -20-
<PAGE>

                  (xi)     any portion of the Management Fee paid in cash during
         such period and permitted by this Agreement;

                  (xii)    the excess, if any, of the Working Capital of
         Borrower at the end of such period over the Working Capital of Borrower
         at the beginning of such period; and

                  (xiii)   amounts included in EBITDA during such period
         pursuant to clause (b)(viii) of the definition thereof.

         "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as
amended.

         "EXCLUDED TAXES" means, in the case of each Lender, each Issuer and
each Agent, (a) taxes imposed on or measured by its overall net income (however
denominated) and franchise taxes imposed on it (in lieu of net income taxes),
and back-up withholding taxes in respect of the foregoing, by a jurisdiction (or
any political sub-division thereof) as a result of a present or former
connection between such Lender, Issuer or Agent and the jurisdiction (or any
political subdivision thereof) of the Governmental Authority imposing such tax
(other than a connection that arises from such Lender, Issuer or Agent becoming
party to, or having executed, delivered, performed its obligations or received a
payment under, or enforced, this Agreement or any other Loan Document), (b) any
branch profits taxes described in Section 884 of the Code or any similar tax
imposed by a jurisdiction described in clause (a) above, and (c) in the case of
a Non-U.S. Lender, any U.S. federal withholding tax that (i) is imposed on
amounts payable to such Lender at the time such Lender becomes a party hereto
(or designates a new lending office), except to the extent that such Lender (or
its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from Borrower with respect
to such withholding tax pursuant to SECTION 2.17(A) or (ii) is attributable to
such Lender's failure to comply with SECTION 2.17(F).

         "FACILITIES" means (a) the Term Loan Facility and (b) the Revolving
Credit Facility.

         "FACILITIES INCREASE" has the meaning specified in SECTION 2.19(A).

         "FACILITIES INCREASE DATE" has the meaning specified in SECTION
2.19(A).

         "FACILITIES INCREASE NOTICE" means a notice from Borrower or
Co-Borrower to the Administrative Agent requesting a Facilities Increase, which
may include any proposed term and condition for such proposed Facilities
Increase but shall include in any event the amount of such proposed Facilities
Increase.

         "FAIR MARKET VALUE" means (a) with respect to any asset or group of
assets (other than cash, Cash Equivalents and marketable Securities) of any Loan
Party at any date that is the object of a transaction or series of transactions,
the value of the consideration obtainable in a sale of such asset at such date
or on the date of such transaction or series of transactions assuming a sale by
a willing seller to a willing purchaser, neither of which is under pressure or
compulsion to complete the transaction and both of which are dealing at arm's
length, having regard to the nature and characteristics of such asset, as
reasonably determined by the Board of Directors of such Loan Party (unless such
consideration is equal to or less than $10,000,000, as determined

                                      -21-
<PAGE>

by a Responsible Officer of such Loan Party) or, if such asset shall have been
the subject of a relatively contemporaneous appraisal by an independent third
party appraiser, the basic assumptions underlying which have not materially
changed since its date, the value set forth in such appraisal, (b) with respect
to any marketable Security (including Cash Equivalents that constitute
marketable Securities) at any date, the closing sale price of such Security on
the Business Day next preceding such date, as appearing in any published list of
any national securities exchange or the NASDAQ Stock Market or, if there is no
such closing sale price of such Security, the final price for the purchase of
such Security at face value quoted on such Business Day by a financial
institution of recognized standing regularly dealing in Securities of such type
and reasonably selected by the Administrative Agent and (c) with respect to cash
or Cash Equivalents not constituting marketable Securities, the stated value
thereof.

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

         "FEDERAL RESERVE BOARD" means the Board of Governors of the United
States Federal Reserve System, or any successor thereto.

         "FEE LETTER" means each of (a) the fee letter dated as of May 27, 2005,
among Borrower, Co-Borrower, Citicorp, CGMI, BofA, Banc of America Securities
LLC and CS, with respect to certain fees to be paid from time to time to the
Administrative Agent and the Arrangers, and (b) any additional fee letter
entered into as part of a Facilities Increase and executed by, among others, the
Administrative Agent.

         "FINAL MATURITY DATE" shall mean the later of the Term Loan Maturity
Date and the maturity date applicable to existing Incremental Term Loans, as of
any date of determination.

         "FINANCIAL ASSET" has the meaning given to such term in the UCC.

         "FINANCIAL COVENANT DEBT" of any Person means Indebtedness of such
Person and its Subsidiaries (other than Unrestricted Subsidiaries) of the type
specified in clauses (a), (b), (d), (e), (f), (g) and (h) of the definition of
Indebtedness and non-contingent obligations of the type specified in clause (c)
of such definition, in each case to the extent each such item would be
classified as "indebtedness" on a Consolidated balance sheet of such Person.

         "FINANCIAL STATEMENTS" means the financial statements of Borrower
delivered in accordance with SECTION 4.4 and SECTION 6.1.

         "FISCAL QUARTER" means each quarterly accounting period of Borrower.

         "FISCAL YEAR" means either (a) the 52 or 53 week period, as the case
may be, ending on the Sunday closest to December 31 of the corresponding
calendar year and beginning on

                                      -22-
<PAGE>

the day following the last day of the previous Fiscal Year or (b) such other
fiscal year as may be selected by Borrower pursuant to Section 8.14.

         "FOREIGN NON-GUARANTOR" means any Non-Guarantor that is not organized
under the laws of any state of the United States of America or the District of
Columbia.
         "FRONTING FEE RATE" means 0.125%.

         "FUND" shall mean any Person that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board, or in such other statements by such other
entity as may be in general use by significant segments of the accounting
profession, that are applicable to the circumstances as of the date of
determination.

         "GOVERNMENTAL AUTHORITY" means any nation, sovereign or government, any
state or other political subdivision thereof and any entity or authority
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any central bank or stock
exchange.

         "GUARANTOR" means Parent and each Subsidiary Guarantor and, with
respect to the Revolving Credit Facility only, Co-Borrower.

         "GUARANTY" means the guaranty, in substantially the form of EXHIBIT H,
executed by the Guarantors.

         "GUARANTY OBLIGATION" means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person with respect to any
Indebtedness of another Person, if the purpose or intent of such Person in
incurring the Guaranty Obligation is to provide assurance to the obligee of such
Indebtedness that such Indebtedness will be paid or discharged, that any
agreement relating thereto will be complied with, or that any holder of such
Indebtedness will be protected (in whole or in part) against loss in respect
thereof, including (a) the direct or indirect guaranty, endorsement (other than
for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of Indebtedness
of another Person and (b) any liability of such Person for Indebtedness of
another Person through any agreement (contingent or otherwise) (i) to purchase,
repurchase or otherwise acquire such Indebtedness or any security therefor or to
provide funds for the payment or discharge of such Indebtedness (whether in the
form of a loan, advance, stock purchase, capital contribution or otherwise),
(ii) to maintain the solvency or any balance sheet item, level of income or
financial condition of another Person, (iii) to make take-or-pay or similar
payments, (iv) to purchase, sell or lease (as lessor or lessee) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Indebtedness or to assure the holder of such Indebtedness
against loss or (v) to supply funds to, or in any other manner invest in, such
other Person (including to pay for property or services irrespective of whether
such property is re-

                                      -23-
<PAGE>

ceived or such services are rendered), if in the case of any agreement described
under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or
intent thereof is to provide assurance that Indebtedness of another Person will
be paid or discharged, that any agreement relating thereto will be complied with
or that any holder of such Indebtedness will be protected (in whole or in part)
against loss in respect thereof. The amount of any Guaranty Obligation shall be
equal to the amount of the Indebtedness so guaranteed or otherwise supported.

         "HEDGING CONTRACTS" means all Interest Rate Contracts, foreign exchange
contracts, currency swap or option agreements, forward contracts, commodity
swap, purchase or option agreements, other commodity price hedging arrangements
and all other similar agreements or arrangements designed to alter the risks of
any Person arising from fluctuations in interest rates, currency values or
commodity prices.

         "HEDGING CONTRACT OBLIGATIONS" means each liability, amount,
obligation, covenant and duty owing by any Loan Party, of every type and
description, present or future, arising under each Hedging Contract with any
Person that was a Lender or an Affiliate of any such Lender at the time such
Person entered into such Hedging Contract, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, including
obligations for the payment of fees, interest, charges, expenses, attorneys'
fees and disbursements and other sums chargeable to any Loan Party in connection
therewith.

         "INCREASE JOINDER" has the meaning given to such term in SECTION
2.19(C).

         "INCREMENTAL TERM LOAN COMMITMENT" has the meaning given to such term
in SECTION 2.19(A).

         "INCREMENTAL TERM LOANS" has the meaning given to such term in SECTION
2.19(C).

         "INDEBTEDNESS" of any Person means without duplication (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or similar instruments or that bear
interest, (c) all reimbursement and other obligations with respect to letters of
credit, bankers' acceptances, surety bonds and performance bonds, whether or not
matured, (d) all indebtedness for the deferred purchase price of property or
services, other than trade payables incurred in the ordinary course of business
that are not overdue by more than 90 days, (e) all indebtedness of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (f) all Capital Lease
Obligations of such Person, (g) all Guaranty Obligations of such Person, (h) all
Disqualified Stock of such Person, (i) all payments that such Person would have
to make in the event of an early termination on the date Indebtedness of such
Person is being determined in respect of Hedging Contracts of such Person, (j)
all Synthetic Lease Obligations of such Person and (k) all Indebtedness of the
type referred to above secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien upon
or in property (including ac-

                                      -24-
<PAGE>

counts and general intangibles) owned by such Person, even though such Person
has not assumed and is not otherwise liable for the payment of such
Indebtedness; PROVIDED, HOWEVER, that Indebtedness shall not include accretion
or amortization of original issue discount and accretion of interest paid in
kind. The value for purposes of this Agreement of any Indebtedness qualifying as
such under clause (k) above (regardless of whether such Indebtedness qualifies
as such under any other clause hereof) shall be deemed to be equal to the lesser
of (x) the amount of such Indebtedness and (y) the Fair Market Value of the
property subject to a Lien securing any of such Indebtedness.

         "INDEMNIFIED MATTER" has the meaning specified in SECTION 11.4(A).

         "INDEMNIFIED TAXES" means all Taxes other than Excluded Taxes.

         "INDEMNITEE" has the meaning specified in SECTION 11.4(A).

         "INITIAL CLOSING DATE" means the first date on which any Loan is made
or any Letter of Credit is Issued or deemed Issued pursuant to SECTION 2.4(K).

         "INITIAL ESCROW AMOUNT" has the meaning specified in SECTION 2.20(A).

         "INTELLECTUAL PROPERTY" has the meaning specified in the Pledge and
Security Agreement.

         "INTEREST COVERAGE RATIO" means, with respect to any Person for any
period, the ratio of (a) Consolidated EBITDA of such Person for such period to
(b) Cash Interest Expense of such Person for such period.

         "INTEREST EXPENSE" means, for any Person for any period, Consolidated
total interest expense of such Person and its Subsidiaries (other than
Unrestricted Subsidiaries) for such period and including, in any event, interest
capitalized during such period and net costs under Interest Rate Contracts for
such period, and excluding one-time costs associated with the termination or
settlement of any Interest Rate Contract.

         "INTEREST PERIOD" means, in the case of any Eurodollar Rate Loan, (a)
initially, the period commencing on the date such Eurodollar Rate Loan is made
or on the date of conversion of a Base Rate Loan to such Eurodollar Rate Loan
and ending one, two, three or six months thereafter (or with the consent of all
applicable Lenders, ending nine or twelve months thereafter), as selected by
Borrower or Co-Borrower, as applicable, in its Notice of Borrowing or Notice of
Conversion or Continuation given to the Administrative Agent pursuant to SECTION
2.2 or 2.11, and (b) thereafter, if such Loan is continued, in whole or in part,
as a Eurodollar Rate Loan pursuant to SECTION 2.11, a period commencing on the
last day of the immediately preceding Interest Period therefor and ending one,
two, three or six months thereafter (or with the consent of all Lenders, ending
nine or twelve months thereafter), as selected by Borrower or Co-Borrower, as
applicable, in its Notice of Conversion or Continuation given to the
Administrative Agent pursuant to SECTION 2.11; PROVIDED, HOWEVER, that all of
the foregoing provisions relating to Interest Periods in respect of Eurodollar
Rate Loans are subject to the following:

                                      -25-
<PAGE>

         (i)      if any Interest Period would otherwise end on a day that is
     not a Business Day, such Interest Period shall be extended to the next
     succeeding Business Day, unless the result of such extension would be to
     extend such Interest Period into another calendar month, in which event
     such Interest Period shall end on the immediately preceding Business Day;

         (ii)     any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month;

         (iii)    Borrower or Co-Borrower, as the case may be, may not select
     any Interest Period that ends after the date of a scheduled principal
     payment on the Loans as set forth in ARTICLE II unless, after giving effect
     to such selection, the aggregate unpaid principal amount of the Loans for
     which Interest Periods end after such scheduled principal payment shall be
     equal to or less than the principal amount to which the Loans are required
     to be reduced after such scheduled principal payment is made; and

         (iv)     there shall be outstanding at any one time no more than ten
     Interest Periods in the aggregate.

         "INTEREST RATE CONTRACTS" means all interest rate swap agreements,
interest rate cap agreements, interest rate collar agreements and interest rate
insurance.

         "INVESTMENT" means, with respect to any Person, (a) any purchase or
other acquisition by such Person of (i) any Security issued by, (ii) a
beneficial interest in any Security issued by, or (iii) any other equity
ownership interest in, any other Person, (b) any loan, advance (other than
deposits with financial institutions available for withdrawal on demand, prepaid
expenses, accounts receivable and similar items made or incurred in the ordinary
course of business as presently conducted) or capital contribution by such
Person to any other Person, including all Indebtedness of any other Person to
such Person arising from a sale of property by such Person other than in the
ordinary course of its business, and (c) any Guaranty Obligation incurred by
such Person in respect of Indebtedness of any other Person. For purposes of
ARTICLE VIII, the outstanding amount of any Investment made by any Person at any
time shall be calculated as the excess of the initial amount of such Investment
made by such Person (including the Fair Market Value of all property transferred
by such Person as part of such Investment) over the sum of, without duplication,
(x) all returns of principal or capital thereof received on or prior to such
time by such Person (including all cash dividends, cash distributions and cash
repayments of Indebtedness received by such Person) and (y) all liabilities of
such Person expressly transferred, prior to such time, in connection with the
sale or disposition of such Investment, but only to the extent such Person is
fully released from such liabilities by such transfer.

         "IRS" means the Internal Revenue Service of the United States or any
successor thereto.

         "ISSUE" means, with respect to any Letter of Credit, to issue
(including any deemed issuance pursuant to SECTION 2.4(K)), extend the expiry
of, renew or increase the maxi-

                                      -26-
<PAGE>

mum face amount (including by deleting or reducing any scheduled decrease in
such maximum face amount) of such Letter of Credit. The terms "ISSUED" and
"ISSUANCE" shall have a corresponding meaning.

         "ISSUER" means, as the context may require, (a) Citibank, N.A., (b)
Wachovia Bank, N.A., (c) Bank of America, N.A., (d) each Lender or Affiliate of
a Lender that hereafter becomes an Issuer with the approval of the
Administrative Agent and Borrower by agreeing pursuant to an agreement with and
in form and substance satisfactory to the Administrative Agent and Borrower to
be bound by the terms hereof applicable to Issuers or (e) collectively, all of
the foregoing.

         "LAND" of any Person means all of those plots, pieces or parcels of
land now owned, leased or hereafter acquired or leased (including, in respect of
the Loan Parties, as reflected in the most recent Financial Statements) by such
Person.

         "LEASE ADJUSTED LEVERAGE RATIO" means, with respect to any Person as of
any date, the ratio of (a) the sum of (i) Consolidated Financial Covenant Debt
(net of the Escrow Balance) of such Person and its Subsidiaries (other than
Unrestricted Subsidiaries) outstanding as of such date PLUS (ii) Consolidated
Rental Expense for such Person for the last four Fiscal Quarter period ending on
or before such date MULTIPLIED by eight to (b) Consolidated EBITDAR for such
Person and its Subsidiaries (other than Unrestricted Subsidiaries) for the last
four Fiscal Quarter period ending on or before such date.

         "LEASES" means, with respect to any Person, all leases or other
instruments creating leasehold estates in real property of such Person, as
lessee, as such may be amended, supplemented or otherwise modified from time to
time.

         "LENDER" means the Swing Loan Lender and each other financial
institution or other entity that (a) is listed on the signature pages hereof as
a "Lender," (b) from time to time becomes a party hereto by execution of an
Assignment and Assumption or (c) becomes a party hereto in connection with a
Facilities Increase by execution of an assumption agreement in connection with
such Facilities Increase.

         "LETTER OF CREDIT" means any letter of credit Issued pursuant to
SECTION 2.4.

         "LETTER OF CREDIT OBLIGATIONS" means, at any time, the aggregate of all
liabilities at such time of Borrower to all Issuers with respect to Letters of
Credit, whether or not any such liability is contingent, including, without
duplication, the sum of (a) the Reimbursement Obligations at such time and (b)
the Letter of Credit Undrawn Amounts at such time.

         "LETTER OF CREDIT REIMBURSEMENT AGREEMENT" has the meaning specified in
SECTION 2.4(A)(V).

         "LETTER OF CREDIT REQUEST" has the meaning specified in SECTION 2.4(C).

         "LETTER OF CREDIT SUBLIMIT" means $30,000,000.

                                      -27-
<PAGE>

         "LETTER OF CREDIT UNDRAWN AMOUNTS" means, at any time, the aggregate
undrawn face amount of all Letters of Credit outstanding at such time.

         "LEVERAGE RATIO" means, with respect to any Person as of any date, the
ratio of (a) Consolidated Financial Covenant Debt (net of the Escrow Balance) of
such Person and its Subsidiaries (other than Unrestricted Subsidiaries)
outstanding as of such date to (b) Consolidated EBITDA for such Person and its
Subsidiaries (other than Unrestricted Subsidiaries) for the last four Fiscal
Quarter period ending on or before such date.

         "LIEN" means any mortgage, deed of trust, pledge, hypothecation,
collateral assignment, charge, deposit arrangement, encumbrance, lien (statutory
or other), security interest or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever intended to assure
payment of any Indebtedness or the performance of any other obligation,
including any conditional sale or other title retention agreement and the
interest of a lessor under a Capital Lease and any financing lease having
substantially the same economic effect as any of the foregoing.

         "LOAN" means any loan made by any Lender pursuant to this Agreement.

         "LOAN DOCUMENTS" means, collectively, this Agreement, the Notes (if
any), the Guaranty, each Fee Letter, each Letter of Credit Reimbursement
Agreement, the Collateral Documents and each certificate, agreement or document
executed by a Loan Party and delivered to the Collateral Agent or any Lender in
connection with or pursuant to any of the foregoing.

         "LOAN PARTY" means each of Borrower, Co-Borrower and each Guarantor.

         "MANAGEMENT AGREEMENT" means the Corporate Services Agreement, dated as
of the date hereof, between Borrower and Sponsor as in effect on the Initial
Closing Date and as thereafter amended in compliance with this Agreement.

         "MANAGEMENT FEE" means (a) the management fee and other expenses
payable by Borrower to Sponsor when due pursuant to the Management Agreement, if
in effect, or (b) if the Management Agreement has been terminated, the amount of
the expenses of Sponsor (or its successor or assignee) attributable to Borrower
and its Subsidiaries consistent with the terms of the Management Agreement if it
were in effect.

         "MATERIAL ADVERSE CHANGE" means a material adverse change in any of (a)
the business, assets, operations, properties or condition (financial or
otherwise) of Co-Borrower and its Subsidiaries taken as a whole, (b) the
legality, validity or enforceability of any Loan Document or any material right
of an Agent or Lender therein or (c) the ability of any Loan Party to perform
its respective obligations under the Loan Documents.

         "MATERIAL ADVERSE EFFECT" means an effect that results in or causes, or
could reasonably be expected to result in or cause, a Material Adverse Change.

         "MAXIMUM RATE" has the meaning specified in SECTION 11.21.

         "MERGER SUB" has the meaning specified in the recitals to this
Agreement.

                                      -28-
<PAGE>

         "MOODY'S" means Moody's Investors Service, Inc.

         "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which Co-Borrower, any of its Subsidiaries or any ERISA
Affiliate has any obligation or liability, contingent or otherwise.

         "NET CASH PROCEEDS" means proceeds received by Co-Borrower or any
Restricted Subsidiary after the Initial Closing Date in cash or Cash Equivalents
from any (a) Asset Sale other than an Asset Sale permitted under clauses (a)
through (i) and (m) of SECTION 8.4, net of (i) the reasonable cash costs of
sale, assignment or other disposition (including fees, commission, costs and
other expenses), (ii) taxes paid or reasonably estimated to be payable as a
result thereof, (iii) any amount required to be paid or prepaid on Indebtedness
(other than the Obligations) secured by the assets subject to such Asset Sale,
as long as evidence of each of clauses (i), (ii) and (iii) above is provided to
the Administrative Agent to its reasonable satisfaction, and (iv) appropriate
amounts provided by the seller as a reserve (but only to the extent such amounts
remain set aside as a reserve; PROVIDED that in the event that cash or Cash
Equivalents are used to satisfy any liabilities associated with any such
reserve, the aggregate amount of such cash or Cash Equivalents shall not reduce
the amount of such reserve for purposes of this clause (a)(iv)), in accordance
with GAAP, against all liabilities associated with the property disposed of in
such Asset Sale and retained by Co-Borrower or any Restricted Subsidiary after
such Asset Sale, including pension and other post-employment benefit
liabilities, liabilities relating to environmental matters and liabilities under
indemnification provisions associated with such Asset Sale, (b) Property Loss
Event, net of costs and expenses incurred in connection with the collection of
such proceeds and not including proceeds of business interruption or similar
insurance or (c) Debt Issuance other than as permitted under SECTION 8.1, in
each case net of taxes, fees, commissions, indemnities, discounts, placement
fees, brokers', consultants', investment banking, legal, accounting and other
advisors' fees, expenses and other costs incurred in connection with such
transaction as long as evidence of such fees and costs is provided to the
Administrative Agent. For the avoidance of doubt, Net Cash Proceeds shall not
include any proceeds received in connection with the RTM Acquisitions.

         "NOMINAL SHARES" means (a) for any Subsidiary of Borrower that is not a
Domestic Subsidiary, nominal issuances of Stock in an aggregate amount not to
exceed 1.0% of the Stock and Stock Equivalents of such Subsidiary on a fully
diluted basis and (b) in any case, directors' qualifying shares, in each case to
the extent such issuances are required by applicable law.

         "NON-CASH INTEREST EXPENSE" means, with respect to any Person and its
Subsidiaries (other than Unrestricted Subsidiaries) for any period, the sum of
the following amounts to the extent included in the calculation of Interest
Expense of such Person, in each case determined on a Consolidated basis for such
Person and its Subsidiaries (other than Unrestricted Subsidiaries), (a) the
amount of debt discount and debt issuance costs amortized, (b) charges relating
to write-ups or write-downs in the book or carrying value of existing Financial
Covenant Debt of such Person, (c) interest payable in evidences of Indebtedness
or by addition to the principal of the related Indebtedness and (d) other
non-cash interest.

         "NON-CONSENTING LENDER" has the meaning specified in SECTION 11.1(C).

                                      -29-
<PAGE>

         "NON-FUNDING LENDER" has the meaning specified in SECTION 2.2(D).

         "NON-GUARANTOR" means any Subsidiary of any Loan Party that is not a
Subsidiary Guarantor, and any Subsidiary thereof.

         "NON-GUARANTOR INVESTMENT AMOUNT" means, at any time, the amount by
which

         (a)      the sum, without duplication, of (i) all Investments (valued
     as of the date such Investment is made) in all Non-Guarantors made by any
     Loan Party (including any capital contribution to any Non-Guarantor, all
     advances made to any Non-Guarantor by any Loan Party, all Guaranty
     Obligations of any Loan Party of Indebtedness of any Non-Guarantor and all
     Permitted Acquisitions by Loan Parties of Stock or Stock Equivalents of
     Non-Guarantors or involving assets located outside the United States to the
     extent, after giving effect to such Permitted Acquisition, such assets are
     owned by Non-Guarantors) and (ii) the Fair Market Value, at the time of
     such transfer, of all property (including cash and Cash Equivalents
     received by any Non-Guarantor as consideration for Asset Sales by such
     Non-Guarantor to any Loan Party) transferred to any Non-Guarantor by any
     Loan Party on or after the Initial Closing Date other than as part of the
     Transactions, EXCEEDS

         (b)      the sum of, without duplication, (i) any return on capital or
     loan repayment (in the form of cash or Cash Equivalents) with respect to,
     or net cash proceeds of the sale or other disposition of, such Investment
     received by any Loan Party from any Non-Guarantor and (ii) the Fair Market
     Value, at the time of such transfer, of all property (including cash and
     Cash Equivalents received by any Loan Party as consideration for Asset
     Sales by any Loan Party to any Non-Guarantor) transferred to any Loan Party
     by any Non-Guarantor on or after the Initial Closing Date, other than as
     part of the Transactions.

         "NON-TRADITIONAL QSR" has the meaning specified in SECTION 5.4(B).

         "NON-U.S. LENDER" means each Lender, Issuer or Agent that is a Non-U.S.
Person.

         "NON-U.S. PERSON" means any Person that is not a Domestic Person.

         "NOTE" means any Revolving Credit Note or Term Loan Note.

         "NOTICE OF BORROWING" has the meaning specified in SECTION 2.2(A).

         "NOTICE OF CONVERSION OR CONTINUATION" has the meaning specified in
SECTION 2.11(A).

         "OBLIGATIONS" means the Loans, the Letter of Credit Obligations and all
other amounts, obligations, covenants and duties owing by Borrower or
Co-Borrower (or any amount paid by any Loan Party for the account of Borrower or
Co-Borrower) to the Administrative Agent, any Lender, any Issuer, any Affiliate
of any of them or any Indemnitee, of every type and description (whether by
reason of an extension of credit, opening or amendment of a letter of

                                      -30-
<PAGE>

credit or payment of any draft drawn or other payment thereunder, loan,
guaranty, indemnification or otherwise), present or future, arising under this
Agreement or any other Loan Document, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, including
all letter of credit, cash management and other fees, interest (including,
without limitation, any interest that accrues after the commencement of any
case, proceeding or other action relating to bankruptcy, insolvency,
reorganization or similar proceeding of any Loan Party, whether or not a claim
for such post-petition interest is allowed in any such proceeding), charges,
expenses, attorneys' fees and disbursements and other sums chargeable to
Borrower or Co-Borrower under this Agreement, or any other Loan Document and all
obligations of Borrower under any Loan Document to provide cash collateral for
any Letter of Credit Obligation.

         "OTHER TAXES" has the meaning specified in SECTION 2.17(B).

         "PAID IN FULL" and "PAYMENT IN FULL" mean, with respect to any Secured
Obligation, the occurrence of all of the following: (a) with respect to such
Secured Obligations other than (i) contingent indemnification obligations,
Hedging Contract Obligations and Cash Management Obligations not then due and
payable and (ii) to the extent covered by clause (b) below, obligations with
respect to undrawn Letters of Credit, payment in full thereof in cash (or
otherwise to the written satisfaction of the Secured Parties owed such Secured
Obligations), (b) with respect to any undrawn Letter of Credit, the obligations
under which are included in such Secured Obligations, (i) the cancellation
thereof and payment in full of all resulting Secured Obligations pursuant to
clause (a) above or (ii) the receipt of cash collateral (or a backstop letter of
credit in respect thereof on terms acceptable to the applicable Issuer of the
Letters of Credit and the Administrative Agent) in an amount at least equal to
102% of the Letter of Credit Obligations for such Letter of Credit and (c) if
such Secured Obligations consist of all the Secured Obligations under one or
more Facilities, termination of all Commitments and all other obligations of the
Secured Parties in respect of such Facilities under the Loan Documents.

         "PARENT" has the meaning specified in the preamble to this Agreement.

         "PARTICIPANT" has the meaning specified in SECTION 11.2(D).

         "PATRIOT ACT" means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

         "PCB" has the meaning specified in SECTION 4.17(E).

         "PERMIT" means any permit, approval, authorization, license, variance
or permission required from a Governmental Authority under an applicable
Requirement of Law.

                                      -31-
<PAGE>

         "PERMITTED ACQUISITION" means any Proposed Acquisition subject to the
satisfaction of each of the following conditions:

         (a)      the Administrative Agent shall receive at least five Business
     Days' (or such other period as may be agreed to by the Administrative Agent
     in its sole discretion) prior written notice of such Proposed Acquisition,
     which notice shall include, without limitation, a reasonably detailed
     description of such Proposed Acquisition and a reasonable estimate of the
     amount (if any) of any Net Cash Proceeds of any Equity Issuance and/or Debt
     Issuance proposed to be used to pay for such Permitted Acquisition;

         (b)      such Proposed Acquisition shall only involve assets (which may
     include Stock) comprising a business, or any assets of a business, of the
     type engaged in by Borrower and its Subsidiaries as of the Initial Closing
     Date or any other business that is reasonably related, complementary or
     ancillary thereto (or a reasonable extension or expansion thereof) or
     otherwise part of the quick service restaurant business;

         (c)      such Proposed Acquisition shall be consensual and shall have
     been approved, if required by applicable Requirements of Law or Contractual
     Obligations, by the Proposed Acquisition Target's Board of Directors;

         (d)      no additional Indebtedness shall be incurred, assumed or
     otherwise be reflected on a Consolidated balance sheet of Co-Borrower and
     the Proposed Acquisition Target after giving effect to such Proposed
     Acquisition, except (i) Loans made hereunder, (ii) ordinary course trade
     payables and accrued expenses and (iii) Indebtedness permitted under
     SECTION 8.1;

         (e)      within 30 days after (or such later date as may be agreed to
     by the Administrative Agent, in its sole discretion) the date of the
     consummation of such Proposed Acquisition, each applicable Loan Party and
     any Person that is a Proposed Acquisition Target and its Subsidiaries shall
     have executed such documents and taken such actions as may be required
     under SECTION 7.11;

         (f)      Borrower shall have delivered to the Administrative Agent, at
     least five Business Days prior to such Proposed Acquisition, such existing
     financial information, financial analysis, documentation or other existing
     information relating to such Proposed Acquisition as the Administrative
     Agent or any Lender shall reasonably request;

         (g)      on or prior to the date of the consummation of such Proposed
     Acquisition, the Administrative Agent shall have received copies of the
     acquisition agreement and, promptly thereafter (but in any event not later
     than 15 days after the consummation of such Proposed Acquisition or such
     later date as may be agreed to by the Administrative Agent in its sole
     discretion), all related Contractual Obligations, instruments and all
     opinions, certificates, lien search results and other documents reasonably
     requested by the Administrative Agent;

         (h)      on the date of the consummation of such Proposed Acquisition
     and after giving effect thereto, (i) no Default or Event of Default shall
     have occurred and be con-

                                      -32-
<PAGE>

     tinuing and (ii) all representations and warranties contained in ARTICLE IV
     and in the other Loan Documents shall be true and correct in all material
     respects;

         (i)      on the date of the consummation of such Proposed Acquisition
     and after giving effect thereto, the Leverage Ratio of Borrower shall be
     less than the maximum ratio permitted by SECTION 5.1 by at least 0.25 to
     1.0 on a Pro Forma Basis after giving effect to such Proposed Acquisition
     and any other transactions to be consummated substantially
     contemporaneously therewith (with the Leverage Ratio recomputed as of the
     last day of the most recently ended Fiscal Quarter for which Financial
     Statements have been delivered pursuant to SECTION 6.1(A) or (B)); and

         (j)      on the date of the consummation of such Proposed Acquisition
     and after giving effect thereto, Borrower shall be in compliance with the
     covenants in SECTION 5.2 and SECTION 5.3 on a Pro Forma Basis (with such
     covenants recomputed as of the last day of the most recently ended Fiscal
     Quarter for which Financial Statements have been delivered pursuant to
     Section 6.1(a) or (b));

PROVIDED that in respect of Proposed Acquisitions that are both (x) for
consideration not in excess of $5,000,000 individually and (y) for consideration
not in excess of $10,000,000 in the aggregate in any Fiscal Year, clauses (a),
(f), (g), (h) and (i) above shall not apply, so long as no Event of Default has
occurred and is continuing (or will occur and be continuing after giving effect
to such Proposed Acquisition) and Borrower is in compliance with SECTION 5.1 on
a Pro Forma Basis on the date of the consummation of such Proposed Acquisition
and after giving effect thereto and to any other transactions to be consummated
substantially contemporaneously therewith (with the Leverage Ratio recomputed as
of the last day of the most recently ended Fiscal Quarter for which Financial
Statements have been delivered pursuant to SECTION 6.1(A) or (B)).

         "PERMITTED DEBT" means Indebtedness permitted by SECTION 8.1.

         "PERMITTED NON-COMPLIANT DEBT" means Indebtedness listed on SCHEDULE
7.11(A) in an aggregate principal amount not to exceed $7,500,000; PROVIDED that
such Indebtedness shall constitute Permitted Non-Compliant Debt only if (i) the
total Fair Market Value of all Prohibited Assets in respect of such Indebtedness
does not exceed $7,500,000 and (ii) to the extent such Indebtedness is owed to
General Electric Capital Corporation, General Motors Acceptance Corporation, The
Bank of New York or any of their respective Affiliates, no default or event of
default has occurred and is continuing under such Indebtedness.

         "PERMITTED PARENT NOTES" means unsecured notes issued by Parent that
(a) have a maturity not earlier than the date that is six months after the Term
Loan Maturity Date, (b) do not require any repayments of principal earlier than
the date that is six months after the Term Loan Maturity Date, (c) allow for the
mandatory prepayments provided hereunder, (d) are on terms and conditions, taken
as a whole, customary for high yield notes at the time of issuance and do not
contain any financial maintenance covenants and (e) are not guaranteed by any
Subsidiaries of Co-Borrower, Parent or Borrower.

         "PERMITTED REINVESTMENT" means, with respect to any Reinvestment Event,
(a) (i) the making of a Permitted Acquisition or the acquisition of (or making
of Capital Expendi-

                                      -33-
<PAGE>

tures to finance the acquisition or improvement of), to the extent otherwise
permitted hereunder, assets useful in the business of Borrower or any Restricted
Subsidiary or (ii) any action of the type described in clause (i) above that
occurred after the Initial Closing Date and not more than 270 days prior to such
Reinvestment Event, if such action is identified as a Permitted Reinvestment in
a Reinvestment Notice or (b) if such Reinvestment Event is a Property Loss Event
that is a loss or damage, the repair or replacement of such loss or damage;
PROVIDED that no Permitted Reinvestment may be identified in more than one
Reinvestment Notice.

         "PERMITTED SUBORDINATED DEBT" means unsecured Indebtedness of Borrower
that (a) is expressly subordinated in right of payment to the Secured
Obligations on market terms reasonably deemed customary by the Administrative
Agent at the time of incurrence, (b) is on terms and conditions that, taken as a
whole, are not significantly less favorable to any Loan Party than those
prevailing in the marketplace at the time of issuance, (c) has a maturity not
earlier than the date that is six months after the Term Loan Maturity Date, (d)
does not require any repayments of principal earlier than the date that is six
months after the Term Loan Maturity Date, (e) allows for the mandatory
prepayments provided hereunder, (f) is not guaranteed by any Person that is not
a Subsidiary Guarantor and is guaranteed only on a basis expressly subordinated
(on market terms reasonably deemed customary by the Administrative Agent at the
time of incurrence) in right of payment to the Secured Obligations and (g) is
otherwise on terms and conditions that are reasonably satisfactory to the
Administrative Agent.

         "PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, estate, trust, limited liability company,
unincorporated association, joint venture or other entity or a Governmental
Authority.

         "PLEDGE AND SECURITY AGREEMENT" means an agreement, in substantially
the form of EXHIBIT I, executed by Borrower, Co-Borrower and each Guarantor.

         "PLEDGED DEBT INSTRUMENTS" has the meaning specified in the Pledge and
Security Agreement.

         "PLEDGED STOCK" has the meaning specified in the Pledge and Security
Agreement.

         "POST-INCREASE REVOLVING LENDERS" has the meaning given to such term in
SECTION 2.19(D).

         "PRE-INCREASE REVOLVING LENDERS" has the meaning given to such term in
SECTION 2.19(D).

         "PRO FORMA BALANCE SHEET" has the meaning given to such term in SECTION
3.1(A).

         "PRO FORMA BASIS" means, with respect to any determination for any
period, that such determination shall be made giving PRO FORMA effect to (i)
each Permitted Acquisition for consideration in excess of $3.0 million (and any
related incurrence of Indebtedness) consummated after the first day of such
period (and the RTM Acquisitions), (ii) each Sale of Business for gross proceeds
in excess of $3.0 million (and any related repayment of Indebtedness)
con-

                                      -34-
<PAGE>

summated after the first day of such period, (iii) each quick service restaurant
location that commenced operations after the first day of such period, in each
case together with all transactions relating thereto consummated during such
period (including any incurrence, assumption, refinancing or repayment of
Indebtedness) and (iv) to the extent not covered by clauses (i), (ii) and (iii),
solely for purposes of determining compliance with SECTION 8.1(D), (H) or (I),
each incurrence and repayment of Indebtedness consummated after the first day of
such period under any such Section, as if such acquisition, Sale of Business,
commencement of operations, incurrence and related transactions had been
consummated on the first day of such period, in each case based on historical
results accounted for in accordance with GAAP and, to the extent applicable,
reasonable assumptions that are specified in detail in the relevant Compliance
Certificate, Financial Statements or other document provided to the
Administrative Agent or any Lender in connection herewith in accordance with
Regulation S-X under the Securities Act, and other cost savings and PRO FORMA
adjustments reasonably acceptable to the Administrative Agent. For purposes of
the foregoing determination, to the extent historical results for a quick
service restaurant location described in clause (iii) above are available for
less than a full fiscal year but are available for at least a full fiscal
quarter, such results shall be annualized based on the results for the fiscal
quarters available (it being understood that if historical results for such
location are not available for at least one full fiscal quarter, such results
shall not be part of any PRO FORMA calculation).

         "PRO FORMA TRANSACTIONS" has the meaning given to such term in SECTION
3.1(A).

         "PRODUCTS AGREEMENT" means the Letter, dated as of May 16, 2003,
between Sponsor and Sybra, Inc.

          "PROHIBITED ASSETS" are, with respect to any Indebtedness, without
duplication (a) the total assets of the Loan Parties and their respective
Subsidiaries that are prohibited or restricted by the terms of such Indebtedness
from being pledged as security for the Secured Obligations and (b) the total
assets of any Loan Parties and any Subsidiaries of any Loan Parties that are
prohibited or restricted by the terms of such Indebtedness from becoming party
to the Guaranty.

         "PROJECTIONS" means those financial projections dated June 28, 2005
covering Fiscal Years 2005 through 2010 inclusive, delivered to the Lenders by
Co-Borrower and prepared on a quarterly basis through the end of Fiscal Year
2005.

         "PROPERTY LOSS EVENT" means (a) any loss of or damage to property of
Co-Borrower or any Restricted Subsidiary that results in the receipt by
Co-Borrower or such Subsidiary of proceeds of insurance exceeding $15,000,000
(individually or in the aggregate) or (b) any taking of property of Co-Borrower
or any Restricted Subsidiary that results in the receipt by such Person of a
compensation payment in respect thereof exceeding $15,000,000 (individually or
in the aggregate).

         "PROPOSED ACQUISITION" means the (a) proposed acquisition by Borrower
or any Restricted Subsidiary of (i) all or substantially all of the assets (or
any operating division, ingredient, formula, product line or brand) or Stock of
any Person (including rights to a product line) or (ii) one or more existing
Arby's locations, or (b) the merger of any Person with or into Bor-

                                      -35-
<PAGE>

rower or any Restricted Subsidiary (and, in the case of a merger with Borrower,
with Borrower being the surviving corporation).

         "PROPOSED ACQUISITION TARGET" means any Person or any assets subject to
a Proposed Acquisition.

         "PURCHASING LENDER" has the meaning specified in SECTION 11.7(A).

         "RATABLE PORTION" or (other than in the expression "equally and
ratably") "RATABLY" means, with respect to any Lender, (a) with respect to the
Revolving Credit Facility, the percentage obtained by dividing (i) the Revolving
Credit Commitment of such Lender by (ii) the aggregate Revolving Credit
Commitments of all Lenders (or, at any time after the Revolving Credit
Termination Date, the percentage obtained by dividing the aggregate outstanding
principal balance of the Revolving Credit Outstandings owing to such Lender by
the aggregate outstanding principal balance of the Revolving Credit Outstandings
owing to all Lenders) and (b) with respect to the Term Loan Facility, the
percentage obtained by dividing (i) the Term Loan Commitment of, and Term Loans
made by, such Lender by (ii) the aggregate Term Loan Commitments of, and Term
Loans made by, all Lenders (or, at any time after the Second Closing Date, the
percentage obtained by dividing the outstanding principal amount of such
Lender's Term Loans by the aggregate outstanding principal amount of the Term
Loans of all Lenders).

         "REAL PROPERTY" of any Person means the Land of such Person, together
with the right, title and interest of such Person, if any, in and to the
streets, the Land lying in the bed of any streets, roads or avenues, opened or
proposed, the air space and development rights pertaining to the Land and the
right to use such air space and development rights, all rights of way,
privileges, liberties, tenements, hereditaments and appurtenances belonging or
in any way appertaining thereto, all fixtures, all easements now or hereafter
benefiting the Land and all royalties and rights appertaining to the use and
enjoyment of the Land, including all alley, vault, drainage, mineral, water, oil
and gas rights, together with all of the buildings and other improvements now or
hereafter erected on the Land and any fixtures appurtenant thereto.

         "REFINANCING GRACE PERIOD" has the meaning specified in SECTION 9.1(E).

         "REGISTER" has the meaning specified in SECTION 2.7(B).

         "REIMBURSEMENT DATE" has the meaning specified in SECTION 2.4(H).

         "REIMBURSEMENT OBLIGATIONS" means, as and when matured, the obligation
of Borrower to pay, on the date payment is made or scheduled to be made to the
beneficiary under each Letter of Credit (or at such other date as may be
specified in the applicable Letter of Credit Reimbursement Agreement), all
amounts of each draft and other requests for payment drawn under Letters of
Credit and all other matured reimbursement or repayment obligations of Borrower
to any Issuer with respect to amounts drawn under Letters of Credit.

         "REINVESTMENT DEFERRED PREPAYMENT" means, with respect to any Net Cash
Proceeds of any Reinvestment Event, the portion of such Net Cash Proceeds that
are subject to a Reinvestment Notice and the receipt of which would otherwise
trigger a mandatory prepayment of the Loans, reduction of the Commitments or
posting of cash collateral hereunder.

                                      -36-
<PAGE>

         "REINVESTMENT EVENT" has the meaning specified in SECTION 2.9(E).

         "REINVESTMENT NOTICE" means a written notice executed by a Responsible
Officer of Borrower with respect to a Reinvestment Event stating that no Event
of Default has occurred and is continuing and that Co-Borrower (directly or
indirectly through one of its Restricted Subsidiaries) intends and expects to
make Permitted Reinvestments (or identifying previously made Permitted
Reinvestments as contemplated by clause (a)(ii) of the definition thereof) in an
amount not to exceed the Net Cash Proceeds of such Reinvestment Event.

         "REINVESTMENT PREPAYMENT AMOUNT" means, on any Reinvestment Prepayment
Date for any portion of any Reinvestment Deferred Prepayment, such portion of
such Reinvestment Deferred Prepayment LESS any amount expended or required to be
expended pursuant to a Contractual Obligation entered into prior to such
Reinvestment Prepayment Date to make Permitted Reinvestments using such Net Cash
Proceeds.

         "REINVESTMENT PREPAYMENT DATE" means, with respect to a portion of the
Reinvestment Deferred Prepayment of any Net Cash Proceeds of a Reinvestment
Event, the earliest of (a) the date occurring 360 days after such Reinvestment
Event, (b) the date that is five Business Days after the date on which Borrower
shall have notified the Administrative Agent of Borrower's determination not to
make Permitted Reinvestments with such portion of such Reinvestment Deferred
Prepayment and (c) the first date after such Reinvestment Event upon which an
Event of Default shall have occurred and is continuing.

         "RELATED OBLIGATIONS" has the meaning specified in SECTION 10.9.

         "RELATED PARTIES" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

         "RELATED PERSON" means (a) Nelson Peltz and Peter May, (b) any member
of the immediate family (as defined in Item 404 of Regulation S-K under the
Securities Act) of an individual referenced in clause (a), (c) any trust solely
for the benefit of one or more of the individuals referenced in clause (a) or
(b), (d) the estate of any individual referenced in clause (a) or (b), and (e)
any entity Controlling, Controlled by or under common Control with any of the
Persons referenced in clause (a), (b), (c) or (d).

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration, in
each case, of any Contaminant into the indoor or outdoor Environment, including
the movement of Contaminants through or in the air, soil, surface water,
groundwater or property.

         "REMEDIAL ACTION" means all actions implemented to (a) clean up,
remove, treat or in any other way address any Contaminant in the indoor or
outdoor Environment, (b) prevent the Release or threat of Release or minimize
the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
Environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                                      -37-
<PAGE>

         "REQUIREMENT OF LAW" means, with respect to any Person, the common law
and all federal, state, local and foreign laws, treaties, rules and regulations,
orders, judgments, decrees and other determinations, concessions, grants,
franchises and licenses of or from any Governmental Authority or arbitrator,
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject.

         "REQUISITE LENDERS" means, collectively, Revolving Credit Lenders and
Term Loan Lenders having (a) before the Revolving Credit Termination Date, more
than fifty percent (50%) of the sum of the aggregate Revolving Credit
Commitments then outstanding, aggregate Term Loan Commitments then outstanding
and aggregate principal amount of Term Loans then outstanding and (b) after the
Revolving Credit Termination Date, more than fifty percent (50%) of the sum of
the aggregate Revolving Credit Outstandings and the aggregate principal amount
of all Term Loan Commitments and Term Loans then outstanding. Neither (i) any
Non-Funding Lender, nor (ii) Sponsor, Co-Borrower, Parent, Borrower or any of
their respective Affiliates or Subsidiaries, shall be included in the
calculation of "Requisite Lenders."

         "REQUISITE LIEN" means a valid and perfected first-priority security
interest in favor of the Collateral Agent for the benefit of the Secured Parties
and securing the Secured Obligations.

         "REQUISITE REVOLVING CREDIT LENDERS" means, collectively, Revolving
Credit Lenders having more than fifty percent (50%) of the aggregate outstanding
amount of the Revolving Credit Commitments or, after the Revolving Credit
Termination Date, more than fifty percent (50%) of the aggregate Revolving
Credit Outstandings. A Non-Funding Lender shall not be included in the
calculation of "Requisite Revolving Credit Lenders."

         "REQUISITE TERM LOAN LENDERS" means, collectively, Term Loan Lenders
having more than 50% of the aggregate outstanding amount of the Term Loan
Commitments and Term Loans then outstanding. A Non-Funding Lender shall not be
included in the calculation of "Requisite Term Loan Lenders."

         "RESPONSIBLE OFFICER" means, with respect to any Person, any of the
principal executive officers, managing members or general partners of such
Person but, in any event, with respect to financial matters, the chief financial
officer of such Person.

         "RESTAURANT BUILD-OUT CAPITAL EXPENDITURE" means Capital Expenditures
consisting of (a) the acquisition of Real Property that (i) when acquired is
vacant or contains any property other than any Arby's restaurant and (ii)
Borrower (directly or through its Subsidiaries) intends to use to build and
operate a quick service restaurant thereon and (b) improvements upon any such
location prior to the commencement of quick service restaurant operations
thereon.

         "RESTRICTED ENTITIES" means (i) those entities listed on SCHEDULE
1.1(A), (ii) any chain restaurant company with franchised and/or company-owned
outlets, and (iii) Affiliates of the entities referred to in clauses (i) and
(ii) above; PROVIDED that for purposes of this definition only, the reference to
"10% or more" in the definition of "Affiliate" shall be replaced by "greater
than 20%" in determining the Affiliates of the entities referred to in clause
(i) above.

                                      -38-
<PAGE>

         "RESTRICTED PAYMENT" means (a) any dividend, distribution or other
payment, whether direct or indirect, on account of any Stock or Stock Equivalent
of Co-Borrower or any Restricted Subsidiary now or hereafter outstanding and (b)
any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any Stock or Stock Equivalent of
Co-Borrower or any Restricted Subsidiary now or hereafter outstanding. For the
avoidance of doubt, payments made on the Initial Closing Date in connection with
the Transactions shall be deemed not to be Restricted Payments.

         "RESTRICTED SUBSIDIARY" means each Subsidiary of Co-Borrower that is
not an Unrestricted Subsidiary.

         "REVOLVING CREDIT BORROWING" means a Borrowing consisting of Revolving
Loans made on the same day by the Revolving Credit Lenders ratably according to
their respective Revolving Credit Commitments.

         "REVOLVING CREDIT COMMITMENT" means, with respect to each Revolving
Credit Lender, the commitment of such Revolving Credit Lender to make Revolving
Loans and acquire interests in other Revolving Credit Outstandings in an
aggregate principal amount outstanding not to exceed the amount set forth
opposite such Revolving Credit Lender's name on SCHEDULE I under the caption
"Revolving Credit Commitment" (as amended to reflect each Assignment and
Assumption executed by such Revolving Credit Lender), as such amount may be
reduced pursuant to this Agreement, and each additional commitment by such
Revolving Credit Lender under the Revolving Credit Facility that is included as
part of any Facilities Increase, as such amount may be reduced pursuant to this
Agreement.

         "REVOLVING CREDIT FACILITY" means the Revolving Credit Commitments and
the provisions herein related to the Revolving Loans, Swing Loans and Letters of
Credit.

         "REVOLVING CREDIT LENDER" means each Lender that (a) has a Revolving
Credit Commitment, (b) holds a Revolving Loan or (c) participates in any Letter
of Credit.

         "REVOLVING CREDIT NOTE" means a promissory note of Borrower payable to
the order of any Revolving Credit Lender in a principal amount equal to the
amount of such Revolving Credit Lender's Revolving Credit Commitment evidencing
the aggregate Indebtedness of Borrower to such Revolving Credit Lender resulting
from the Revolving Loans owing to such Revolving Credit Lender.

         "REVOLVING CREDIT OUTSTANDINGS" means, at any particular time, the sum
of (a) the principal amount of the Revolving Loans outstanding at such time, (b)
the Letter of Credit Obligations outstanding at such time and (c) the principal
amount of the Swing Loans outstanding at such time.

         "REVOLVING CREDIT TERMINATION DATE" means the earliest of (a) the
Scheduled RC Maturity Date, (b) the date of termination of all of the Revolving
Credit Commitments pursuant to SECTION 2.5 and (c) the date on which the
Obligations become due and payable pursuant to SECTION 9.2.

         "REVOLVING LOAN" has the meaning specified in SECTION 2.1(A).

                                      -39-
<PAGE>

         "RTM ACQUISITION AGREEMENT" means each of (i) the Agreement and Plan of
Merger dated as of May 27, 2005 among Sponsor, Borrower, Merger Sub, Arby's
Acquisition Co., RTMRG and the RTM Representatives named therein, (ii) the
Membership Interest Purchase Agreement dated as of May 27, 2005 among Sponsor,
Borrower, all the members of RTMAC and the RTM Representatives named therein and
(iii) the Asset Purchase Agreement dated as of May 27, 2005 among Sponsor,
Borrower, Acquisition Sub, RTMMC, all the members of RTMMC and the RTM
Representatives named therein.

         "RTM ACQUISITIONS" has the meaning specified in the recitals to this
Agreement.


         "RTM REFINANCING" means the repayment in full of all Indebtedness of
the Acquired Businesses (i) not listed on SCHEDULE 7.11(A), no later than the
Second Closing Date and (ii) listed on SCHEDULE 7.11(A), no later than the end
of the Refinancing Grace Period (subject to Permitted Non-Compliant Debt
remaining outstanding).

         "RTMAC" has the meaning specified in the recitals to this Agreement.

         "RTMMC" has the meaning specified in the recitals to this Agreement.

         "RTMOC" means RTM Operating Company, a Delaware corporation.

         "RTMRG" has the meaning specified in the recitals to this Agreement.

         "S&P" means Standard & Poor's Ratings Group.

         "SALE OF BUSINESS" means the sale of all or substantially all of the
Stock of, or all or substantially all of the assets of, any Person or the sale
of any division, line of business or quick service restaurant location.

         "SARBANES-OXLEY ACT" means the U.S. Sarbanes-Oxley Act of 2002, as
amended.

         "SCHEDULED RC MATURITY DATE" means July 25, 2011, the sixth anniversary
of the Initial Closing Date.

         "SECOND CLOSING DATE" means the first Business Day after the Initial
Closing Date.

         "SECURED OBLIGATIONS" means the Obligations, the Cash Management
Obligations and Hedging Contract Obligations of the Loan Parties and the
obligations of the Loan Parties under the Guaranty and the other Loan Documents.

         "SECURED PARTIES" means the Lenders, the Issuers, the Collateral Agent
and each other holder of any Secured Obligation.

         "SECURITIES ACCOUNT" has the meaning given to such term in the UCC.

         "SECURITIES ACCOUNT CONTROL AGREEMENT" has the meaning specified in the
Pledge and Security Agreement.

                                      -40-
<PAGE>

         "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

         "SECURITIZATION NOTES" mean the 7.44% fixed rate insured notes due
December 20, 2020 issued by Arby's Franchise Trust in an original principal
amount of $290,000,000 pursuant to an Indenture dated November 21, 2000, among
Arby's Franchise Trust, as Issuer, BNY Midwest Trust Company, a Bank of New York
Company, as Indenture Trustee, and Ambac Assurance Corporation, as Insurer.

         "SECURITY" means any Stock, Stock Equivalent, voting trust certificate,
bond, debenture, note or other evidence of Indebtedness, whether secured,
unsecured, convertible or subordinated, or any certificate of interest, share or
participation in, any temporary or interim certificate for the purchase or
acquisition of, or any right to subscribe for, purchase or acquire, any of the
foregoing, but shall not include any evidence of the Obligations.

         "SELLERS" means the shareholders and/or members of RTMRG, RTMAC and
RTMMC, as the context requires.

         "SELLING LENDER" has the meaning specified in SECTION 11.7(A).

         "SOLVENT" means, with respect to any Person as of any date of
determination, that, as of such date, (a) the value of the assets of such Person
(both at fair value and present fair saleable value) is greater than the total
amount of liabilities (including contingent and unliquidated liabilities) of
such Person, (b) such Person is able to pay all liabilities of such Person as
such liabilities mature and (c) such Person does not have unreasonably small
capital. In computing the amount of contingent or unliquidated liabilities at
any time, such liabilities shall be computed at the amount that, in light of all
the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability (in each
case as interpreted in accordance with fraudulent conveyance, bankruptcy,
insolvency and similar laws and other applicable Requirements of Law).

         "SPONSOR" has the meaning specified in the recitals to this Agreement.

         "SPONSOR CONVERTIBLE NOTES" means Sponsor's 5% convertible notes due
2023 as in effect on the date hereof and in a principal amount not exceeding the
principal amount outstanding on the date hereof.

         "SPONSOR REFINANCING INDEBTEDNESS" means any Indebtedness incurred by
Sponsor to refinance the Sponsor Convertible Notes.

         "STANDBY LETTER OF CREDIT" means any Letter of Credit that is not a
Documentary Letter of Credit.

         "STOCK" means shares of capital stock (whether denominated as common
stock or preferred stock), beneficial, partnership or membership interests,
participations or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company or equivalent entity,
whether voting or non-voting.

                                      -41-
<PAGE>

         "STOCK EQUIVALENTS" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not currently convertible, exchangeable or
exercisable.

         "SUBORDINATED DEBT" means, in each case to the extent permitted to be
incurred by such Loan Party hereunder, (a) Permitted Subordinated Debt of
Borrower and (b) any other Indebtedness of any Loan Party that is expressly
subordinated in right of payment to any of the Secured Obligations and is
scheduled to mature not earlier than the date that is six months after the Term
Loan Maturity Date.

         "SUBORDINATED DEBT DOCUMENT" means any note, indenture or credit
agreement related to any Subordinated Debt, and any other agreement,
certificate, power of attorney or document related to any of the foregoing.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company or other business entity of which an
aggregate of more than 50% of the outstanding Voting Stock is, at the time,
directly or indirectly, owned or controlled by such Person or one or more
Subsidiaries of such Person.

         "SUBSIDIARY GUARANTOR" means each Subsidiary of Co-Borrower that is
party to or that becomes party to the Guaranty.

         "SUBSTITUTE INSTITUTION" has the meaning specified in SECTION 2.18(A).

         "SUBSTITUTION NOTICE" has the meaning specified in SECTION 2.18(A).

         "SWING LOAN" has the meaning specified in SECTION 2.3(A).

         "SWING LOAN LENDER" means Citicorp or any other Revolving Credit Lender
that becomes the Administrative Agent or agrees, with the approval of the
Administrative Agent and Borrower, to act as the Swing Loan Lender hereunder, in
each case in its capacity as the Swing Loan Lender hereunder.

         "SWING LOAN REQUEST" has the meaning specified in SECTION 2.3(B).

         "SWING LOAN SUBLIMIT" means $20,000,000.

         "SYNDICATION AGENTS" has the meaning specified in the preamble hereto.

         "SYNDICATION COMPLETION DATE" means the earlier to occur of (a) the
60th day following the Initial Closing Date and (b) the date upon which the
Arrangers reasonably determine that the primary syndication of the Loans and
Revolving Credit Commitments has been completed (it being agreed that the
Arrangers shall promptly provide written notice thereof to the Administrative
Agent and Borrower).

         "SYNTHETIC LEASE OBLIGATION" means, with respect to any Person, the
monetary obligation of such Person under (a) a so-called synthetic,
off-balance-sheet or tax retention lease or (b) an agreement for the use or
possession of property creating obligations that, in each case,

                                      -42-
<PAGE>

do not appear on the balance sheet of such Person but that, upon the insolvency
or bankruptcy of such Person, would be characterized as Indebtedness of such
Person (without regard to accounting treatment).

         "TAX AFFILIATE" means, with respect to any Person, (a) any Subsidiary
of such Person and (b) any Affiliate of such Person with which such Person files
or is eligible to file consolidated, combined or unitary tax returns.

         "TAX RETURN" has the meaning specified in SECTION 4.8(A).

         "TAXES" means (i) all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto, and (ii) all transferee, successor, joint and several,
contractual or other liability (including, without limitation, liability
pursuant to Treas. Reg. Section 1.1502-6 or any similar state, local or foreign
provision) in respect of any item described in clause (i), whether disputed or
not.

         "TERM LOAN" means any loan made to either Borrower pursuant to SECTION
2.1(B) or an Incremental Term Loan Commitment.

         "TERM LOAN BORROWING" means a borrowing consisting of Term Loans made
on the same day by the Term Loan Lenders to the same Borrower.

         "TERM LOAN COMMITMENT" means, with respect to each Term Loan Lender,
(a) the commitment of such Lender to make Term Loans to Borrower or Co-Borrower
on the Initial Closing Date or the Second Closing Date in an aggregate principal
amount outstanding not to exceed the amount set forth opposite such Lender's
name on SCHEDULE I under the caption "Term Loan Commitment" (as amended to
reflect each Assignment and Assumption executed by such Lender), as such amount
may be reduced pursuant to this Agreement (including, without limitation, by
SECTION 2.2(F)), and (b) any commitment by such Lender that is included as part
of a Facilities Increase to make Term Loans on any Facilities Increase Date, as
such amount may be reduced pursuant to this Agreement.

         "TERM LOAN COMMITMENT TERMINATION DATE" means, with respect to any term
commitment of any Lender or prospective Lender, (a) if such commitment is
entered into as part of a Facilities Increase, the earliest of the date agreed
by Borrower and the Administrative Agent to be the date of termination of the
commitments for such Facilities Increase, any termination date expressly set
forth in the commitment letter for such commitment and the Facilities Increase
Date for such Facilities Increase after the incurrence of any Term Loan on such
date and (b) in the case of any other commitment (including any Term Loan
Commitment existing on the Initial Closing Date), the Second Closing Date.

         "TERM LOAN FACILITY" means the Term Loan Commitments and the provisions
herein related to the Term Loans.

         "TERM LOAN LENDER" means each Lender that has a Term Loan Commitment or
that holds a Term Loan.

                                      -43-
<PAGE>

         "TERM LOAN MATURITY DATE" means July 25, 2012, the seventh anniversary
of the Initial Closing Date.

         "TERM LOAN NOTE" means a promissory note of Borrower payable to the
order of any Term Loan Lender in a principal amount equal to the amount of the
Term Loan owing to such Lender.

         "TITLE IV PLAN" means a pension plan, other than a Multiemployer Plan,
covered by Title IV of ERISA and to which Co-Borrower, any of its Subsidiaries
or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

         "TRADITIONAL QSR" has the meaning specified in SECTION 5.4(B).

         "TRANCHE" means, with respect to Term Loans, any Loans subject to
identical terms with respect to Applicable Margins and having identical fees,
maturity and scheduled repayment and prepayment requirements. All Term Loans
made on the Initial Closing Date and the Second Closing Date shall be of a
single Tranche.

         "TRANSACTIONS" means the transactions contemplated in connection with
the RTM Acquisitions, the Cash Investment, the closing of the Facilities and the
Borrowings made on the Initial Closing Date and the Second Closing Date, the RTM
Refinancing, the ARG Refinancing and the consummation of the other transactions
contemplated by the Closing Date Related Documents.

         "TRIGGER DATE" means the first date on which Borrower delivers
Financial Statements pursuant to SECTION 6.1(A) or (B) in respect of a fiscal
period ended not less than six months after the Initial Closing Date.

         "UCC" has the meaning specified in the Pledge and Security Agreement.

         "UNFINANCED CAPITAL EXPENDITURES" means, with respect to any Person for
any period, the Capital Expenditures of such Person in such period other than
the portion of such Capital Expenditures financed with the Net Cash Proceeds of
(a) Capital Leases or other Indebtedness (other than Revolving Loans) of
Co-Borrower or any Restricted Subsidiary, (b) Equity Issuances or (c)
Reinvestment Events; PROVIDED, HOWEVER, that (x) in the case of Capital Leases,
Indebtedness and Equity Issuances, the incurrence thereof is permitted under
this Agreement and the receipt of such Net Cash Proceeds does not cause a
mandatory prepayment of the Obligations pursuant to SECTION 2.9 and (y) in the
case of Reinvestment Events, the financing of Capital Expenditures with the Net
Cash Proceeds thereof is a Permitted Reinvestment of such Net Cash Proceeds
permitted pursuant to SECTION 2.9(E).

         "UNRESTRICTED SUBSIDIARY" means any direct or indirect Subsidiary of
Borrower that, at the time of determination, shall be an Unrestricted Subsidiary
(as designated by the Board of Directors of Borrower, as provided below). The
Board of Directors of Borrower may designate any Subsidiary of Borrower
(including any newly acquired or newly formed Subsidiary at or prior to the time
it is so formed or acquired) to be an Unrestricted Subsidiary if (a) no Default
or Event of Default has occurred and is continuing or will occur as a
consequence thereof, (b) such Subsidiary does not own any Stock (or Stock
Equivalents) of, or own or hold any Lien on any

                                      -44-
<PAGE>

property of, Co-Borrower, Parent, Borrower or any of their respective
Subsidiaries (other than Unrestricted Subsidiaries), (c) such Subsidiary and
each of its Subsidiaries has not at the time of designation, and does not
thereafter, create, incur, issue, assume, guarantee or otherwise become directly
or indirectly liable with respect to any Indebtedness pursuant to which the
lender has recourse to any property of Co-Borrower, Parent, Borrower or any of
their respective Subsidiaries (other than Unrestricted Subsidiaries) and (d)
either (A) at the time of such designation such Subsidiary shall not have more
than DE MINIMIS assets or (B) Borrower shall be permitted to make an Investment
in such Subsidiary in an amount equal to the fair market value of the Stock and
Stock Equivalents of such Subsidiary held by Borrower and its Subsidiaries
pursuant to SECTION 8.3. Any Subsidiary of an Unrestricted Subsidiary shall be
an Unrestricted Subsidiary for purposes of this Agreement and the other Loan
Documents. The Board of Directors of Borrower may redesignate an Unrestricted
Subsidiary to be a Restricted Subsidiary if (a) no Default or Event of Default
has occurred and is continuing or will occur as a consequence thereof, (b) such
Subsidiary is a Wholly-Owned Subsidiary and becomes a party to the Guaranty and
the Pledge and Security Agreement, (c) after giving effect to such redesignation
and the incurrence of any Indebtedness incurred by such Subsidiary since the
last day of the most recently ended Fiscal Quarter for which Financial
Statements have been delivered pursuant to SECTION 6.1(A) or (B), on a Pro Forma
Basis, Borrower would be in compliance with SECTIONS 5.1, 5.2 and 5.3, and (d)
all Indebtedness, Liens and Investments of such Subsidiary outstanding
immediately after such designation would, if incurred at such time, have been
permitted to be incurred (and shall be deemed to have been incurred) for all
purposes of this Agreement. Each such designation shall be evidenced by filing
with the Administrative Agent a certified copy of the resolution giving effect
to such designation and a certification from a Responsible Officer of Borrower
stating that such designation complied with the foregoing conditions.

         "U.S. LENDER" means each Lender, Issuer or Agent that is a Domestic
Person.

         "VOTING STOCK" means Stock of any Person having ordinary power to vote
in the election of members of the Board of Directors of such Person
(irrespective of whether, at the time, Stock of any other class or classes of
such entity shall have or might have voting power by reason of the happening of
any contingency).

         "WHOLLY-OWNED SUBSIDIARY" of any Person means any Subsidiary of such
Person, all of the Stock of which (other than Nominal Shares) is owned by such
Person, either directly or indirectly through one or more Wholly-Owned
Subsidiaries of such Person.

         "WITHDRAWAL LIABILITY" means, with respect to Co-Borrower or any of its
Subsidiaries at any time, the aggregate liability incurred (whether or not
assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of
ERISA or for increases in contributions required to be made pursuant to Section
4243 of ERISA.

         "WORKING CAPITAL" means, for any Person at any date, the amount, if
any, by which the Consolidated Current Assets of such Person at such date exceed
the Consolidated Current Liabilities of such Person at such date.

                                      -45-
<PAGE>

         Section 1.2       COMPUTATION OF TIME PERIODS

         In this Agreement, in the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding" and the
word "through" means "to and including."

         Section 1.3       ACCOUNTING TERMS AND PRINCIPLES

         (a)      Except as set forth below, all accounting terms not
specifically defined herein shall be construed in accordance with GAAP and all
accounting determinations required to be made pursuant hereto (including for
purpose of measuring compliance with ARTICLE V) shall, unless expressly
otherwise provided herein, be made in accordance with GAAP.

         (b)      If any change in the accounting principles used in the
preparation of the most recent Financial Statements referred to in SECTION 6.1
is hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or any successors thereto) and such change is
adopted by Co-Borrower or any of its Subsidiaries with the agreement of
Borrower's Accountants and results in a change in any of the calculations
required by ARTICLE V or VIII that would not have resulted had such accounting
change not occurred, the parties hereto agree to enter into negotiations in good
faith in order to amend such provisions so as to equitably reflect such change
such that the criteria for evaluating compliance with such covenants shall be
the same after such change as if such change had not been made; PROVIDED,
HOWEVER, that no change in GAAP that would affect a calculation that measures
compliance with any covenant contained in ARTICLE V or VIII shall be given
effect until such provisions are amended to reflect such changes in GAAP.

         (c)      For purposes of making all financial calculations to determine
compliance with ARTICLE V, all components of such calculations (other than
Capital Expenditures) shall be determined on a Pro Forma Basis.

         Section 1.4       RESOLUTION OF DRAFTING AMBIGUITIES

         Each Loan Party acknowledges and agrees that it was represented by
counsel in connection with the execution and delivery of the Loan Documents to
which it is a party, that it and its counsel reviewed and participated in the
preparation and negotiation hereof and thereof and that any rule of construction
to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation hereof or thereof.

         Section 1.5       CERTAIN TERMS

         (a)      The terms "herein," "hereof," "hereto" and "hereunder" and
similar terms refer to this Agreement as a whole and not to any particular
Article, Section, subsection or clause of this Agreement.

         (b)      Unless otherwise expressly indicated herein, (i) references in
this Agreement to an Exhibit, Schedule, Article, Section, clause or subclause
refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or
subclause of this Agreement and (ii) the words

                                      -46-
<PAGE>

"above" and "below," when following a reference to a clause or a subclause of
any Loan Document, refer to a clause or subclause within, respectively, the same
Section or clause. (c) Each agreement defined in this ARTICLE I shall include
all appendices, exhibits and schedules thereto. Unless the prior written consent
of the Requisite Lenders or any Agent is required hereunder for an amendment,
restatement, supplement or other modification to any such agreement and such
consent is not obtained, or unless otherwise provided, references in this
Agreement to such agreement shall be to such agreement as so amended, restated,
supplemented or modified from time to time.

         (d)      References in this Agreement to any Requirement of Law shall
be to such Requirement of Law as amended or modified from time to time and to
any successor legislation thereto, in each case as in effect at the time any
such reference is operative.

         (e)      The term "including" when used in any Loan Document means
"including without limitation" except when used in the computation of time
periods.

         (f)      The terms "Lender," "Revolving Credit Lender," "Term Loan
Lender," "Issuer," "Agent," "Collateral Agent," "Administrative Agent,"
"Syndication Agents" and "Documentation Agents" include, without limitation,
their respective successors.

         (g)      Upon the appointment of any successor Administrative Agent
pursuant to SECTION 10.7, references to Citicorp in SECTION 10.4 and to Citibank
in the definitions of Base Rate and Eurodollar Rate shall be deemed to refer to
the financial institution then acting as the Administrative Agent or one of its
Affiliates if it so designates.

         (h)      The words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.

                                   ARTICLE II

                                 THE FACILITIES

         Section 2.1       THE COMMITMENTS

         (a)      REVOLVING CREDIT COMMITMENTS. On the terms and subject to the
conditions contained in this Agreement, each Revolving Credit Lender severally
agrees to make loans in Dollars (each a "REVOLVING LOAN") to Borrower from time
to time on any Business Day during the period from the Second Closing Date until
the Revolving Credit Termination Date in an aggregate principal amount at any
time outstanding for all such loans by such Revolving Credit Lender not to
exceed such Revolving Credit Lender's Revolving Credit Commitment; PROVIDED,
HOWEVER, that at no time shall any Revolving Credit Lender be obligated to make
a Revolving Loan in excess of such Revolving Credit Lender's Ratable Portion of
the Available Credit. Within the limits of the Revolving Credit Commitment of
each Revolving Credit Lender, amounts of Revolving Loans repaid may be
reborrowed under this SECTION 2.1.

                                      -47-
<PAGE>

         (b)      TERM LOAN COMMITMENTS. (i) On the terms and subject to the
conditions contained in this Agreement, each Term Loan Lender severally agrees
to make loans in Dollars to Borrower and/or Co-Borrower on the Initial Closing
Date and on the Second Closing Date in aggregate amounts not to exceed such
Lender's Term Loan Commitment on such dates.

         (ii)     Each Lender (or Affiliate or Approved Fund thereof) or
Eligible Assignee that has, in its sole discretion, committed to a Facilities
Increase shall agree as part of such commitment that, on the Facilities Increase
Date for such Facilities Increase of the Term Loan Facility, on the terms and
subject to the conditions set forth in its commitment therefor or otherwise
agreed to as part of such commitment or set forth in this Agreement as amended
in connection with such Facilities Increase, such Lender, Affiliate, Approved
Fund or Eligible Assignee shall make a loan in Dollars to Borrower and/or
Co-Borrower, as the case may be, in an amount not to exceed such commitment to
such Facilities Increase.

         (iii)    Amounts of Term Loans prepaid may not be reborrowed.

         Section 2.2       BORROWING PROCEDURES

         (a)      Each Borrowing shall be made on notice given by Borrower or
Co-Borrower, as the case may be, to the Administrative Agent not later than
12:00 p.m. (New York time) (i) on the date of the proposed Borrowing, which
shall be a Business Day, in the case of a Borrowing of Base Rate Loans, and (ii)
three Business Days, in the case of a Borrowing of Eurodollar Rate Loans, prior
to the date of the proposed Borrowing. Each such notice shall be in
substantially the form of EXHIBIT C (a "NOTICE OF BORROWING"), specifying (A)
the date of such proposed Borrowing (which, in the case of a Term Loan Borrowing
that is not made as part of a Facilities Increase, shall be the Initial Closing
Date or the Second Closing Date and, in the case of any Term Loan Borrowing that
is made as part of a Facilities Increase, shall be the Facilities Increase Date
for such Facilities Increase), (B) the aggregate amount of such proposed
Borrowing, (C) whether any portion of the proposed Borrowing will be of Base
Rate Loans or Eurodollar Rate Loans, (D) for each Eurodollar Rate Loan, the
initial Interest Period or Periods thereof and (E) in the case of Borrowings on
the Initial Closing Date or the Second Closing Date, the amount of such
Borrowings to be funded directly into the Escrow Account in accordance with
SECTION 2.20. Loans shall be made as Base Rate Loans unless, subject to SECTION
2.14, the Notice of Borrowing specifies that all or a portion thereof shall be
Eurodollar Rate Loans. Notwithstanding anything to the contrary contained in
SECTION 2.3(A), if any Notice of Borrowing requests a Revolving Credit Borrowing
of Base Rate Loans, the Administrative Agent may make a Swing Loan available to
Borrower in an aggregate amount not to exceed such proposed Revolving Credit
Borrowing, and the aggregate amount of the corresponding proposed Revolving
Credit Borrowing shall be reduced accordingly by the principal amount of such
Swing Loan. Each Borrowing shall be in an aggregate amount of not less than
$1,000,000 or an integral multiple of $500,000 in excess thereof.

         (b)      The Administrative Agent shall give to each Lender prompt
notice of the Administrative Agent's receipt of a Notice of Borrowing and, if
Eurodollar Rate Loans are properly requested in such Notice of Borrowing, the
applicable interest rate determined pursuant to SECTION 2.14(A). Each Lender
shall, before 2:00 p.m. (New York time) on the date of the proposed Borrowing,
make available to the Administrative Agent at its address referred to in SEC-

                                      -48-
<PAGE>

TION 11.8(A), in immediately available funds, such Lender's Ratable Portion of
such proposed Borrowing. Upon fulfillment (or due waiver in accordance with
SECTION 11.1) (i) on the Initial Closing Date and Second Closing Date, of the
applicable conditions set forth in SECTION 3.1 and (ii) at any time (including
the Initial Closing Date), of the applicable conditions set forth in SECTION
3.2, and after the Administrative Agent's receipt of such funds, the
Administrative Agent shall make such funds available to Borrower and/or
Co-Borrower, as the case may be, subject to SECTION 2.20.

         (c)      Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any proposed Borrowing that such Lender will
not make available to the Administrative Agent such Lender's Ratable Portion of
such Borrowing (or any portion thereof), the Administrative Agent may assume
that such Lender has made such Ratable Portion available to the Administrative
Agent on the date of such Borrowing in accordance with this SECTION 2.2 and the
Administrative Agent may, in reliance upon such assumption, make available to
Borrower or Co-Borrower, as the case may be, on such date a corresponding
amount, subject to SECTION 2.20. If and to the extent that such Lender shall not
have so made such Ratable Portion available to the Administrative Agent, such
Lender and Borrower or Co-Borrower, as the case may be, severally agree to repay
to the Administrative Agent forthwith on demand (and, in the case of Borrower or
Co-Borrower, within three Business Days after receipt of such demand) such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to Borrower until the date such amount is repaid
to the Administrative Agent, at (i) in the case of Borrower or Co-Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate for the first Business
Day and thereafter at the interest rate applicable at the time to the Loans
comprising such Borrowing. If such Lender shall repay to the Administrative
Agent such corresponding amount, such corresponding amount so repaid shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement. If Borrower or Co-Borrower shall repay to the Administrative Agent
such corresponding amount, such payment shall not relieve such Lender of any
obligation it may have hereunder to Borrower or Co-Borrower, as the case may be.

         (d)      The failure of any Lender to make on the date specified any
Loan or any payment required by it (such Lender being a "NON-FUNDING LENDER"),
including any payment in respect of its participation in Swing Loans and Letter
of Credit Obligations, shall not relieve any other Lender of its obligations to
make such Loan or payment on such date but no such other Lender shall be
responsible for the failure of any Non-Funding Lender to make a Loan or payment
required under this Agreement.

         (e)      Each Loan made on the Initial Closing Date and the Second
Closing Date shall initially be a Base Rate Loan.

         (f)      Upon the making of a Term Loan by a Term Loan Lender, such
Lender's Term Loan Commitment shall be reduced by an amount equal to the amount
of such Term Loan.

         Section 2.3       SWING LOANS

         (a)      On the terms and subject to the conditions contained in this
Agreement, the Swing Loan Lender shall make, in Dollars, loans (each a "SWING
LOAN") otherwise available

                                      -49-
<PAGE>

to Borrower under the Revolving Credit Facility from time to time on any
Business Day during the period from the date hereof until the Revolving Credit
Termination Date in an aggregate principal amount at any time outstanding
(together with the aggregate outstanding principal amount of any other Loan made
by the Swing Loan Lender hereunder in its capacity as a Lender or the Swing Loan
Lender) not to exceed the Swing Loan Sublimit; PROVIDED, HOWEVER, that at no
time shall the Swing Loan Lender make any Swing Loan in excess of the Available
Credit. Each Swing Loan shall be a Base Rate Loan and must be paid in full upon
any Revolving Credit Borrowing hereunder and shall in any event mature no later
than the Revolving Credit Termination Date. Within the limits set forth in the
first sentence of this clause (a), amounts of Swing Loans repaid may be
reborrowed under this clause (a).

         (b)      In order to request a Swing Loan, Borrower shall telecopy (or
forward by electronic mail or similar means) to the Administrative Agent a duly
completed request in substantially the form of EXHIBIT D, setting forth the
requested amount and date of such Swing Loan (a "SWING LOAN REQUEST"), to be
received by the Administrative Agent not later than 1:00 p.m. (New York time) on
the day of the proposed borrowing. The Administrative Agent shall promptly
notify the Swing Loan Lender of the details of the requested Swing Loan. Subject
to the terms of this Agreement, the Swing Loan Lender shall make a Swing Loan
available to the Administrative Agent and, in turn, the Administrative Agent
shall make such amounts available to Borrower on the date of the relevant Swing
Loan Request. The Swing Loan Lender shall not make any Swing Loan in the period
commencing on the first Business Day after it receives written notice from the
Administrative Agent or any Revolving Credit Lender that one or more of the
conditions precedent contained in SECTION 3.2 shall not on such date be
satisfied, and ending when such conditions are satisfied. The Swing Loan Lender
shall not otherwise be required to determine that, or take notice whether, the
conditions precedent set forth in SECTION 3.2 have been satisfied in connection
with the making of any Swing Loan.

         (c)      The Swing Loan Lender shall notify the Administrative Agent in
writing (which writing may be a telecopy or electronic mail) weekly, by no later
than 10:00 a.m. (New York time) on the first Business Day of each week, of the
aggregate principal amount of its Swing Loans then outstanding.

         (d)      The Swing Loan Lender may demand at any time that each
Revolving Credit Lender pay to the Administrative Agent, for the account of the
Swing Loan Lender, in the manner provided in clause (e) below, such Revolving
Credit Lender's Ratable Portion of all or a portion of the outstanding Swing
Loans, which demand shall be made through the Administrative Agent, shall be in
writing and shall specify the outstanding principal amount of Swing Loans
demanded to be paid.

         (e)      (i) The Administrative Agent shall forward each notice
referred to in clause (c) above and each demand referred to in clause (d) above
to each Revolving Credit Lender on the day such notice or such demand is
received by the Administrative Agent (except that any such notice or demand
received by the Administrative Agent after 2:00 p.m. (New York time) on any
Business Day or any such demand received on a day that is not a Business Day
shall not be required to be forwarded to the Revolving Credit Lenders by the
Administrative Agent until the next succeeding Business Day), together with a
statement prepared by the Administrative Agent specifying the amount of each
Revolving Credit Lender's Ratable Portion of

                                      -50-
<PAGE>

the aggregate principal amount of the Swing Loans stated to be outstanding in
such notice or demanded to be paid pursuant to such demand, and, notwithstanding
whether or not the conditions precedent set forth in SECTION 3.2 and SECTION
2.1(A) shall have been satisfied (which conditions precedent the Revolving
Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall,
before 11:00 a.m. (New York time) on the Business Day next succeeding the date
of such Revolving Credit Lender's receipt of such notice or demand, make
available to the Administrative Agent, in immediately available funds, for the
account of the Swing Loan Lender, the amount specified in such statement. Upon
such payment by a Revolving Credit Lender, such Revolving Credit Lender shall,
except as provided in clause (f) below, be deemed to have made a Revolving Loan
to Borrower. The Administrative Agent shall use such funds to repay the Swing
Loans to the Swing Loan Lender. To the extent that any Revolving Credit Lender
fails to make such payment available to the Administrative Agent for the account
of the Swing Loan Lender, Borrower shall repay such Swing Loan within two
Business Days after receipt of any demand by the Administrative Agent for such
repayment.

         (ii)     If any Swing Loan shall remain outstanding at 12:00 p.m. (New
York time) on the fifth Business Day following the date on which such Swing Loan
is made and if by such time on such fifth Business Day the Administrative Agent
shall have received neither (x) a notice of borrowing delivered by Borrower
pursuant to SECTION 2.2(A) requesting that Revolving Loans be made pursuant to
SECTION 2.1(A) on the immediately succeeding Business Day in an amount at least
equal to the aggregate principal amount of such Swing Loan, nor (y) any other
notice reasonably satisfactory to the Administrative Agent indicating Borrower's
intent to repay such Swing Loan on the immediately succeeding Business Day with
funds obtained from other sources, the Administrative Agent shall be deemed to
have received a demand from the Swing Loan Lender pursuant to clause (d) above
with respect to the entire outstanding amount of such Swing Loan, and the
procedures set forth in clause (e)(i) above shall be followed.

         (f)      Upon the occurrence of a Default under SECTION 9.1(F), each
Revolving Credit Lender shall acquire, without recourse or warranty, an
undivided participation in each Swing Loan otherwise required to be repaid by
such Revolving Credit Lender pursuant to clause (e) above, which participation
shall be in a principal amount equal to such Revolving Credit Lender's Ratable
Portion of such Swing Loan, by paying to the Swing Loan Lender on the date on
which such Revolving Credit Lender would otherwise have been required to make a
payment in respect of such Swing Loan pursuant to clause (e) above, in
immediately available funds, an amount equal to such Revolving Credit Lender's
Ratable Portion of such Swing Loan. If all or part of such amount is not in fact
made available by such Revolving Credit Lender to the Swing Loan Lender on such
date, the Swing Loan Lender shall be entitled to recover any such unpaid amount
on demand from such Revolving Credit Lender together with interest accrued from
such date at the Federal Funds Rate for the first Business Day after such
payment was due and thereafter at the rate of interest then applicable to Base
Rate Loans.

         (g)      From and after the date on which any Revolving Credit Lender
(i) is deemed to have made a Revolving Loan pursuant to clause (e) above with
respect to any Swing Loan or (ii) purchases an undivided participation interest
in a Swing Loan pursuant to clause (f) above, the Swing Loan Lender shall
promptly distribute to such Revolving Credit Lender such Revolving Credit
Lender's Ratable Portion of all payments of principal of and interest received

                                      -51-
<PAGE>

by the Swing Loan Lender on account of such Swing Loan other than those received
from a Revolving Credit Lender pursuant to clause (e) or (f) above.

         Section 2.4       LETTERS OF CREDIT

         (a)      On the terms and subject to the conditions contained in this
Agreement, each Issuer agrees to Issue at the request of Borrower and for the
account of Borrower one or more Letters of Credit from time to time on any
Business Day during the period commencing on the Initial Closing Date and ending
on the earlier of the Revolving Credit Termination Date and five Business Days
prior to the Scheduled RC Maturity Date; PROVIDED, HOWEVER, that no Issuer shall
be under any obligation to Issue (and, upon the occurrence of any of the events
described in clauses (ii), (iii), (iv) and (v)(A) below, shall not Issue) any
Letter of Credit upon the occurrence of any of the following:

         (i)      any order, judgment or decree of any Governmental Authority or
     arbitrator shall purport by its terms to enjoin or restrain such Issuer
     from Issuing such Letter of Credit or any Requirement of Law applicable to
     such Issuer or any request or directive (whether or not having the force of
     law) from any Governmental Authority with jurisdiction over such Issuer
     shall prohibit, or request that such Issuer refrain from, the Issuance of
     letters of credit generally or such Letter of Credit in particular or shall
     impose upon such Issuer with respect to such Letter of Credit any
     restriction or reserve or capital requirement (for which such Issuer is not
     otherwise compensated) not in effect on the date of this Agreement or
     result in any unreimbursed loss, cost or expense that was not applicable,
     in effect or known to such Issuer as of the date of this Agreement and that
     such Issuer in good faith deems material to it;

         (ii)     such Issuer shall have received any written notice of the type
     described in clause (d) below;

         (iii)    after giving effect to the Issuance of such Letter of Credit,
     the aggregate Revolving Credit Outstandings would exceed the aggregate
     Revolving Credit Commitments in effect at such time;

         (iv)     after giving effect to the Issuance of such Letter of Credit,
     the sum of (i) the Letter of Credit Undrawn Amounts at such time and (ii)
     the Reimbursement Obligations at such time would exceed the Letter of
     Credit Sublimit; or

         (v)      (A) any fees due in connection with a requested Issuance have
     not been paid, (B) such Letter of Credit is requested to be Issued in a
     form that is not acceptable to such Issuer or (C) the Issuer for such
     Letter of Credit shall not have received, in form and substance reasonably
     acceptable to it and, if applicable, duly executed by Borrower,
     applications, agreements and other documentation (collectively, a "LETTER
     OF CREDIT REIMBURSEMENT AGREEMENT") such Issuer generally employs in the
     ordinary course of its business for the Issuance of letters of credit of
     the type of such Letter of Credit.

None of the Revolving Credit Lenders (other than the Issuers in their capacity
as such) shall have any obligation to Issue any Letter of Credit.

                                      -52-
<PAGE>

         (b)      In no event shall the expiration date of any Letter of Credit
(i) be more than one year after the date of Issuance thereof or (ii) be less
than five Business Days prior to the Scheduled RC Maturity Date; PROVIDED,
HOWEVER, that any Letter of Credit with a term less than or equal to one year
may provide for the renewal thereof for additional periods less than or equal to
one year, as long as (x) on or before the expiration of each such term and each
such period, Borrower and the Issuer of such Letter of Credit shall have the
option to prevent such renewal and (y) Borrower shall not permit any such
renewal to extend the expiration date of any Letter of Credit beyond the date
set forth in clause (ii) above.

         (c)      In connection with the Issuance of each Letter of Credit or
any amendment thereto or renewal or extension thereof, Borrower shall give the
relevant Issuer and the Administrative Agent at least two Business Days' prior
written notice, (i) in the case of a new Issuance, in substantially the form of
EXHIBIT E (or in such other written or electronic form as is acceptable to the
Issuer) or (ii) in the case of an amendment, extension or renewal, in such
written or electronic form as is reasonably acceptable to the Issuer, of the
requested amendment, extension or renewal of such Letter of Credit (a "LETTER OF
CREDIT REQUEST"). Such notice shall be irrevocable and shall specify (v) the
Issuer of such Letter of Credit, (w) in the case of an amendment, extension or
renewal, the Letter of Credit to be so amended, extended or renewed, (x) the
face amount of the Letter of Credit, which shall be in Dollars and shall not be
less than $25,000 (as amended, if applicable), (y) the date of the requested
Issuance, amendment, renewal or extension, and the date on which such Letter of
Credit is to expire (as amended, renewed or extended, if applicable), which date
shall be a Business Day, and (z) in the case of an Issuance, the Person for
whose benefit the requested Letter of Credit is to be issued and such Person's
primary business address. Such notice, to be effective, must be received by the
relevant Issuer and the Administrative Agent not later than 12:00 p.m. (New York
time) on the second Business Day prior to the requested Issuance of such Letter
of Credit.

         (d)      Subject to the satisfaction of the conditions set forth in
this SECTION 2.4, the relevant Issuer shall, on the requested date, Issue a
Letter of Credit on behalf of Borrower in accordance with such Issuer's usual
and customary business practices. No Issuer shall Issue any Letter of Credit in
the period commencing on the first Business Day after it receives written notice
from any Revolving Credit Lender that one or more of the conditions precedent
contained in SECTION 3.2 or clause (a) above (other than those conditions set
forth in clauses (a)(i), (a)(v)(B) and (C) above and, to the extent such clause
relates to fees owing to the Issuer of such Letter of Credit and its Affiliates,
clause (a)(v)(A) above) are not on such date satisfied or duly waived and ending
when such conditions are satisfied or duly waived. No Issuer shall otherwise be
required to determine that, or take notice whether, the conditions precedent set
forth in SECTION 3.2 have been satisfied in connection with the Issuance of any
Letter of Credit.

         (e)      Borrower agrees that, if requested by the Issuer of any Letter
of Credit, it shall execute a Letter of Credit Reimbursement Agreement in
respect of any Letter of Credit Issued hereunder. In the event of any conflict
between the terms of any Letter of Credit Reimbursement Agreement and this
Agreement, the terms of this Agreement shall govern.

                                      -53-
<PAGE>

         (f)      Each Issuer shall:

         (i)      give the Administrative Agent written notice (or telephonic
     notice confirmed promptly thereafter in writing), which writing may be a
     telecopy or electronic mail, of the Issuance of any Letter of Credit Issued
     by it, of all drawings under any Letter of Credit Issued by it and of the
     payment (or the failure to pay when due) by or on behalf of Borrower of any
     Reimbursement Obligation when due (which notice the Administrative Agent
     shall promptly transmit by telecopy, electronic mail or similar
     transmission to each Revolving Credit Lender);

         (ii)     upon the request of any Revolving Credit Lender, furnish to
     such Revolving Credit Lender copies of any Letter of Credit Reimbursement
     Agreement to which such Issuer is a party and such other documentation as
     may reasonably be requested by such Revolving Credit Lender; and

         (iii)    no later than 10 Business Days following the last day of each
     calendar month, provide to the Administrative Agent (and the Administrative
     Agent shall provide a copy to each Revolving Credit Lender requesting the
     same) and Borrower separate schedules for Documentary Letters of Credit and
     Standby Letters of Credit issued by it, in form and substance reasonably
     satisfactory to the Administrative Agent, setting forth the aggregate
     Letter of Credit Obligations, in each case outstanding at the end of each
     month and any information requested by Borrower or the Administrative Agent
     relating thereto.

         (g)      Immediately upon the issuance by an Issuer of a Letter of
Credit in accordance with the terms and conditions of this Agreement, such
Issuer shall be deemed to have sold and transferred to each Revolving Credit
Lender, and each Revolving Credit Lender shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuer, without
recourse or warranty, an undivided interest and participation, to the extent of
such Revolving Credit Lender's Ratable Portion of the Revolving Credit
Commitments, in such Letter of Credit and the obligations of Borrower with
respect thereto (including all Letter of Credit Obligations with respect
thereto) and any security therefor and guaranty pertaining thereto.

         (h)      Borrower agrees to pay to the Issuer of any Letter of Credit
the amount of all Reimbursement Obligations owing to such Issuer under any
Letter of Credit issued for its account no later than the date that is two
Business Days after Borrower receives written notice from such Issuer that
payment has been made under such Letter of Credit (the "REIMBURSEMENT DATE"),
irrespective of any claim, setoff, defense or other right that Borrower may have
at any time against such Issuer or any other Person. In the event that any
Issuer makes any payment under any Letter of Credit and Borrower shall not have
repaid such amount to such Issuer pursuant to this clause (h) or any such
payment by Borrower is rescinded or set aside for any reason, such Reimbursement
Obligation shall be payable on demand with interest thereon computed (i) from
the date on which such Reimbursement Obligation arose to the Reimbursement Date,
at the rate of interest applicable during such period to Revolving Loans that
are Base Rate Loans and (ii) from the Reimbursement Date until the date of
payment in full, at the rate of interest applicable during such period to past
due Revolving Loans that are Base Rate Loans, and such Issuer shall promptly
notify the Administrative Agent, which shall promptly notify each Revolving

                                      -54-
<PAGE>

Credit Lender of such failure, and each Revolving Credit Lender shall promptly
and unconditionally pay to the Administrative Agent for the account of such
Issuer the amount of such Revolving Credit Lender's Ratable Portion of such
payment in immediately available Dollars. If the Administrative Agent so
notifies such Revolving Credit Lender prior to 11:00 a.m. (New York time) on any
Business Day, such Revolving Credit Lender shall make available to the
Administrative Agent for the account of such Issuer its Ratable Portion of the
amount of such payment on such Business Day in immediately available funds. Upon
such payment by a Revolving Credit Lender, such Revolving Credit Lender shall,
except during the continuance of a Default or Event of Default under SECTION
9.1(F) and notwithstanding whether or not the conditions precedent set forth in
SECTION 3.2 shall have been satisfied (which conditions precedent the Revolving
Credit Lenders hereby irrevocably waive), be deemed to have made a Revolving
Loan to Borrower in the principal amount of such payment. Whenever any Issuer
receives from Borrower a payment of a Reimbursement Obligation as to which the
Administrative Agent has received for the account of such Issuer any payment
from a Revolving Credit Lender pursuant to this clause (h), such Issuer shall
pay over to the Administrative Agent any amount received in excess of such
Reimbursement Obligation and, upon receipt of such amount, the Administrative
Agent shall promptly pay over to each Revolving Credit Lender, in immediately
available funds, an amount equal to such Revolving Credit Lender's Ratable
Portion of the amount of such payment, adjusted, if necessary, to reflect the
respective amounts the Revolving Credit Lenders have paid in respect of such
Reimbursement Obligation.

         (i)      If and to the extent such Revolving Credit Lender shall not
have so made its Ratable Portion of the amount of the payment required by clause
(h) above available to the Administrative Agent for the account of such Issuer,
such Revolving Credit Lender agrees to pay to the Administrative Agent for the
account of such Issuer forthwith on demand any such unpaid amount together with
interest thereon, for the first Business Day after payment was first due at the
Federal Funds Rate and, thereafter, until such amount is repaid to the
Administrative Agent for the account of such Issuer, at a rate per annum equal
to the rate applicable to Base Rate Loans under the Revolving Credit Facility.

         (j)      Borrower's obligation to pay each Reimbursement Obligation and
the obligations of the Revolving Credit Lenders to make payments to the
Administrative Agent for the account of the Issuers with respect to Letters of
Credit shall be absolute, unconditional and irrevocable and shall be performed
strictly in accordance with the terms of this Agreement, under any and all
circumstances whatsoever, including the occurrence of any Default or Event of
Default, and irrespective of any of the following:

         (i)      any lack of validity or enforceability of any Letter of Credit
     or any Loan Document, or any term or provision therein;

         (ii)     any amendment or waiver of or any consent to departure from
     all or any of the provisions of any Letter of Credit or any Loan Document;

         (iii)    the existence of any claim, setoff, defense or other right
     that Borrower, any other party guaranteeing, or otherwise obligated with,
     Borrower, any Subsidiary or other Affiliate thereof or any other Person may
     at any time have against the beneficiary under any Letter of Credit, any
     Issuer, the Administrative Agent or any Lender or any

                                      -55-
<PAGE>

     other Person, whether in connection with this Agreement, any other Loan
     Document or any other related or unrelated agreement or transaction;

         (iv)     any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect;

         (v)      payment by the Issuer under a Letter of Credit against
     presentation of a draft or other document that does not comply with the
     terms of such Letter of Credit; and

         (vi)     any other act or omission to act or delay of any kind of the
     Issuer, the Lenders, the Administrative Agent or any other Person or any
     other event or circumstance whatsoever, whether or not similar to any of
     the foregoing, that might, but for the provisions of this SECTION 2.4,
     constitute a legal or equitable discharge of Borrower's obligations
     hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not result in any liability of
such Issuer to Borrower or any Lender. In determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof, the
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of
Credit, the Issuer may rely exclusively on the documents presented to it under
such Letter of Credit as to any and all matters set forth therein, including
reliance on the amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary thereunder equals the amount of
such draft and whether or not any document presented pursuant to such Letter of
Credit proves to be insufficient in any respect, if such document on its face
appears to be in order, and whether or not any other statement or any other
document presented pursuant to such Letter of Credit proves to be forged or
invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever, and any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
the Issuer.

         (k)      SCHEDULE 2.4 contains a schedule of certain letters of credit
issued prior to the Initial Closing Date by Bank of America, N.A. and Wachovia
Bank, N.A., and Borrower hereby assumes and undertakes to repay all
reimbursement and other obligations owing to Bank of America, N.A. and Wachovia
Bank, N.A., respectively, in respect of such letters of credit. On the Initial
Closing Date (i) such letters of credit, to the extent outstanding, shall be
automatically and without further action by the parties thereto converted to
Letters of Credit issued pursuant to this SECTION 2.4 for the account of
Borrower and subject to the provisions hereof, and for this purpose the fees
specified in SECTION 2.12(B) shall be payable (in substitution for any fees set
forth in the applicable letter of credit reimbursement agreements or
applications relating to such letters of credit) as if such letters of credit
had been issued on the Initial Closing Date, (ii) the issuers of such Letters of
Credit shall be deemed to be "Issuers" hereunder for the purpose of maintaining
such letters of credit, for purposes of SECTION 2.17(F) relating to the
obligation to provide the appropriate forms, certificates and statements to
Borrower and the Administrative

                                      -56-
<PAGE>

Agent and updated as required by SECTION 2.17(F) and for purposes of SECTION
2.7(B), relating to the entries to be made in the Register, (iii) the face
amount of such letters of credit shall be included in the calculation of Letter
of Credit Obligations and (iv) all liabilities of Borrower with respect to such
letters of credit shall constitute Obligations. No letter of credit converted in
accordance with this clause (k) shall be amended, extended or renewed without
the prior written consent of the Administrative Agent.

         (l)      REPLACEMENT OF ISSUER. An Issuer may be replaced at any time
by written agreement among Borrower, the Administrative Agent, the replaced
Issuer and the successor Issuer. The Administrative Agent shall notify the
Lenders of any such replacement of an Issuer. At the time any such replacement
shall become effective, Borrower shall pay all unpaid fees accrued for the
account of the replaced Issuer pursuant to SECTION 2.12(B). From and after the
effective date of any such replacement, (i) the successor Issuer shall have all
the rights and obligations of the replaced Issuer under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein
to the term "Issuer" shall be deemed to refer to such successor and any other
previous and/or current Issuers, as the context shall require. After the
replacement of an Issuer hereunder, the replaced Issuer shall remain a party
hereto and shall continue to have all the rights and obligations of an Issuer
under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of
Credit.

         Section 2.5       TERMINATION OF THE COMMITMENTS

         (a)      Borrower may, upon at least three Business Days' prior notice
to the Administrative Agent, terminate in whole or reduce in part ratably the
unused portions of the respective Revolving Credit Commitments of the Revolving
Credit Lenders or, prior to the Term Loan Commitment Termination Date for the
Term Loan Commitments in any Tranche, the unused portions of such Term Loan
Commitments of the Term Loan Lenders in such Tranche; PROVIDED, HOWEVER, that
each partial reduction shall be in an aggregate amount of not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and need not
be ratable among the Facilities.

         (b)      Then current Revolving Credit Commitments shall be reduced on
each date on which a prepayment of Revolving Loans or Swing Loans is made (or
would be required to be made had the outstanding Revolving Loans and Swing Loans
equaled the Revolving Credit Commitments then in effect) pursuant to SECTION
2.9(A)(I) from the proceeds of any Asset Sale or Property Loss Event, in each
case in the amount of such prepayment (or of the prepayment that would have been
required) (and the Revolving Credit Commitment of each Revolving Credit Lender
shall be reduced by its Ratable Portion of such amount).

         (c)      Any unused Term Loan Commitment shall terminate on the Term
Loan Commitment Termination Date for such Term Loan Commitment.

                                      -57-
<PAGE>

         Section 2.6       REPAYMENT OF LOANS

         (a)      Borrower promises to repay the entire unpaid principal amount
of the Revolving Loans and the Swing Loans on the Scheduled RC Maturity Date or
earlier, if otherwise required by the terms hereof.

         (b)      Borrower and Co-Borrower promise to repay (i) $1,550,000 in
principal amount of the Term Loans on March 31, June 30, September 30 and
December 31 of each calendar year, commencing on September 30, 2005, and ending
with June 30, 2011, and (ii) $145,700,000 in principal amount of the Term Loans
on each of September 30, 2011, December 31, 2011, March 31, 2012 and the Term
Loan Maturity Date (or, in each case, in advance of such dates through the
application of optional or mandatory prepayments to the extent provided
hereunder pursuant to SECTION 2.8 or SECTION 2.9); PROVIDED that if any such
date is not a Business Day, such repayment shall be made on the next succeeding
Business Day. The amortization for any Incremental Term Loans shall be as set
forth on the relevant Facilities Increase Notice, subject to the provisions of
SECTION 2.19(C).

         Section 2.7       EVIDENCE OF DEBT

         (a)      Each Lender shall maintain in accordance with its usual
practice accounts evidencing Indebtedness of Borrower and Co-Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

         (b)      (i) The Administrative Agent, acting as agent of Borrower and
Co-Borrower solely for this purpose and for tax purposes, shall establish and
maintain at its address referred to in SECTION 11.8(A) a record of ownership
(the "REGISTER") in which the Administrative Agent agrees to register by book
entry the Administrative Agent's, each Lender's and each Issuer's interest in
each Loan, each Letter of Credit and each Reimbursement Obligation, and in the
right to receive any payments hereunder and any assignment of any such interest
or rights. In addition, the Administrative Agent, acting as agent of Borrower
and Co-Borrower solely for this purpose and for tax purposes, shall establish
and maintain accounts in the Register in accordance with its usual practice in
which it shall record (i) the names and addresses of the Lenders and the
Issuers, (ii) the Commitments of each Lender from time to time, (iii) the amount
and Borrower of each Loan made and, if a Eurodollar Rate Loan, the Interest
Period applicable thereto, (iv) the amount of any principal or interest due and
payable, and paid, by Borrower or Co-Borrower to, or for the account of, each
Lender hereunder, (v) the amount that is due and payable, and paid, by or on
behalf of Borrower to, or for the account of, each Issuer, including the amount
of Letter Credit Obligations (specifying the amount of any Reimbursement
Obligations) due and payable to an Issuer, and (vi) the amount of any sum
received by the Administrative Agent hereunder or under any Loan Document from
any Loan Party, whether such sum constitutes principal or interest (and the type
of Loan to which it applies), fees, expenses or other amounts due under the Loan
Documents and each Lender's and Issuer's, as the case may be, share thereof, if
applicable.

         (ii)     Notwithstanding anything to the contrary contained in this
Agreement, the Loans (including the Notes evidencing such Loans) and the
Reimbursement Obligations are registered obligations and the right, title and
interest of the Lenders and the Issuers and their assign-

                                      -58-
<PAGE>

ees in and to such Loans or Reimbursement Obligations, as the case may be, shall
be transferable only upon notation of such transfer in the Register. A Note
shall only evidence the Lender's or a registered assignee's right, title and
interest in and to the related Loan, and in no event is any such Note to be
considered a bearer instrument or obligation. This SECTION 2.7(B) and SECTION
11.2(C) shall be construed so that the Loans and Reimbursement Obligations are
at all times maintained in "registered form" within the meaning of Sections
163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any
successor provisions of the Code or such regulations).

         (c)      The entries made in the Register and in the accounts therein
maintained pursuant to clauses (a) and (b) above shall, to the extent permitted
by applicable law, be PRIMA FACIE evidence of the existence and amounts of the
obligations recorded therein, absent manifest error; PROVIDED, HOWEVER, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of Borrower or
Co-Borrower to repay the Loans in accordance with their terms. In addition, the
Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat
each Person whose name is recorded in the Register as a Lender or as an Issuer,
as applicable, for all purposes of this Agreement. Information contained in the
Register with respect to any Lender or Issuer shall be available for inspection
by Borrower or Co-Borrower, the Administrative Agent, such Lender or such Issuer
at any reasonable time and from time to time upon reasonable prior notice.

         (d)      Notwithstanding any other provision of this Agreement, in the
event that any Lender requests that Borrower or Co-Borrower execute and deliver
a promissory note or notes payable to such Lender in order to evidence the
Indebtedness owing to such Lender by Borrower or Co-Borrower (as the case may
be) hereunder, Borrower or Co-Borrower (as the case may be) shall promptly
execute and deliver a Note or Notes to such Lender evidencing any Revolving
Loans and Term Loans of any Tranche, as the case may be, of such Lender,
substantially in the forms of EXHIBIT B-1 and EXHIBIT B-2, respectively.

         (e)      In each case where a Revolving Credit Lender purchases an
undivided participation interest in a Swing Loan pursuant to SECTION 2.3(F), the
Swing Loan Lender shall (i) keep a register meeting the requirements of Treas.
Reg. Section 5f.103-1(c) of each Revolving Credit Lender's entitlement to
payments of principal and interest with respect to each such Swing Loan and (ii)
collect, prior to the time such Revolving Credit Lender receives payment with
respect to such Swing Loan, from each such Revolving Credit Lender the
appropriate forms, certificates, and statements described in SECTION 2.17 (and
updated as required by such SECTION 2.17).

         Section 2.8       OPTIONAL PREPAYMENTS

         (a)      REVOLVING LOANS. Borrower may prepay, without premium or
penalty (subject to Section 2.14(d)), the outstanding principal amount of the
Revolving Loans and Swing Loans in whole or in part at any time; PROVIDED,
HOWEVER, that if any prepayment of any Eurodollar Rate Loan is made by or on
behalf of Borrower other than on the last day of an Interest Period for such
Loan, Borrower shall also pay any amount owing pursuant to SECTION 2.14(d).

                                      -59-
<PAGE>

         (b)      TERM LOANS. Borrower and Co-Borrower may, without premium or
penalty (subject to Section 2.14(d)), upon at least two Business Days' prior
notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
the Term Loans of any Tranche, in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
PROVIDED, HOWEVER, that (i) if any such prepayment is a prepayment of any
Eurodollar Rate Loan made by or on behalf of Borrower other than on the last day
of an Interest Period for such Loan, Borrower shall also pay any amounts owing
pursuant to SECTION 2.14(D), (ii) each such prepayment that is a partial
prepayment shall be in an aggregate amount that is an integral multiple of
$1,000,000 and (iii) any such partial prepayment that is a prepayment of the
Term Loans of any Tranche shall be applied PRO RATA to the remaining
installments of the outstanding principal amount of the Term Loans of such
Tranche. Upon the giving of such notice of prepayment, the principal amount of
the Term Loans specified to be prepaid shall become due and payable on the date
specified for such prepayment.

         (c)      Borrower and Co-Borrower shall have no right to prepay the
principal amount of any Revolving Loan or any Term Loan other than as provided
in this SECTION 2.8.

         Section 2.9       MANDATORY PREPAYMENTS

         (a)      Within three Business Days after receipt by any Loan Party or
any Restricted Subsidiary of any Loan Party of Net Cash Proceeds, the following
shall occur:

         (i)      to the extent such Net Cash Proceeds arise from an Asset Sale
     or Property Loss Event, Borrower (or, at Borrower's option, any other Loan
     Party for the benefit of Borrower and Co-Borrower) shall immediately,
     subject to SECTION 2.9(E), prepay the Loans (or provide cash collateral in
     respect of Letters of Credit) in an amount equal to 100% of such Net Cash
     Proceeds; PROVIDED, HOWEVER, that no such prepayment caused by the receipt
     of Net Cash Proceeds arising from an Asset Sale or Property Loss Event
     shall be required to the extent that the sum of such Net Cash Proceeds and
     all other Net Cash Proceeds from Asset Sales and Property Loss Events
     received by Co-Borrower or any of its Subsidiaries (x) does not exceed
     $10,000,000 in the Fiscal Year of Borrower in which such Asset Sale occurs
     and (y) does not exceed $50,000,000 since the Initial Closing Date (it
     being understood that a prepayment shall only be required to the extent of
     the greater of (i) the excess over $10,000,000 pursuant to clause (x) above
     and (ii) the excess over $50,000,000 pursuant to clause (y) above); and

         (ii)     to the extent such proceeds arise from a Debt Issuance other
     than an issuance or incurrence of Permitted Debt, Borrower (or, at
     Borrower's option, any other Loan Party for the benefit of Borrower and
     Co-Borrower) shall immediately prepay the Loans in an amount equal to (A)
     if Borrower's Leverage Ratio as at the end of the last period for which
     Borrower has delivered Financial Statements pursuant to SECTION 6.1(A) or
     (B) calculated on a Pro Forma Basis giving effect to such Debt Issuance is
     3.25 to 1.0 or greater, 75% of such Net Cash Proceeds or (B) otherwise, 50%
     of such Net Cash Proceeds.

Any such mandatory prepayment shall be applied in accordance with clause (c)
below.

                                      -60-
<PAGE>

         (b)      Borrower (or, at Borrower's option, any other Loan Party for
the benefit of Borrower and Co-Borrower) shall prepay the Loans within 135 days
after the last day of each Fiscal Year beginning with Fiscal Year 2006, in an
amount equal to (i) if Borrower's Leverage Ratio as at the end of such Fiscal
Year is 3.5 to 1.0 or greater, 50% of the Excess Cash Flow for such Fiscal Year
or (ii) if Borrower's Leverage Ratio as at the end of such Fiscal Year is less
than 3.5 to 1.0 and greater than or equal to 3.0 to 1.0, 25% of the Excess Cash
Flow for such Fiscal Year. Any such mandatory prepayment shall be applied in
accordance with clause (c) below. If Borrower's Leverage Ratio as at the end of
such Fiscal Year is less than 3.0 to 1.0, no prepayment shall be required
pursuant to this clause (b).

         (c)      Subject to the provisions of SECTION 2.13(G) and clause (e)
below, any prepayments required to be applied in accordance with this clause (c)
shall be applied as follows: FIRST, to repay the outstanding principal balance
of the Term Loans (PRO RATA among the Tranches of Term Loans) until all Term
Loans shall have been paid in full; SECOND, to repay the outstanding principal
balance of the Swing Loans until all Swing Loans shall have been paid in full;
THIRD, to repay the outstanding principal balance of the Revolving Loans until
all Revolving Loans shall have been paid in full; and FOURTH, to provide cash
collateral for any Letter of Credit Obligations in an amount equal to 102% of
all Letter of Credit Obligations in the manner set forth in SECTION 9.3 until
all such Letter of Credit Obligations have been fully cash collateralized in the
manner set forth therein. All prepayments of the Term Loans of any Tranche made
pursuant to this clause (c) shall be applied PRO RATA to prepay the remaining
installments of the Term Loans of such Tranche. All repayments of Revolving
Loans and Swing Loans required to be made pursuant to this clause (c) because of
Asset Sales or Property Loss Events (but not repayments required to be made
because of Debt Issuances or Excess Cash Flow) shall result in a permanent
reduction of the Revolving Credit Commitments to the extent provided in SECTION
2.5(B).

         (d)      If at any time, the aggregate principal amount of Revolving
Credit Outstandings exceeds the aggregate Revolving Credit Commitments at such
time, Borrower (or, at Borrower's option, any other Loan Party) shall forthwith
prepay the Swing Loans first and then the Revolving Loans then outstanding in an
amount equal to such excess. If any such excess remains after payment in full of
the aggregate outstanding Swing Loans and Revolving Loans, Borrower (or, at
Borrower's option, any other Loan Party) shall provide cash collateral for the
Letter of Credit Obligations in the manner set forth in SECTION 9.3 in an amount
equal to 102% of such excess.

         (e)      Notwithstanding the foregoing clauses in this SECTION 2.9,
upon the occurrence of any Asset Sale or Property Loss Event in respect of which
a Responsible Officer of Borrower has delivered a Reinvestment Notice (a
"REINVESTMENT EVENT"), all of the following shall occur:

         (i)      Upon receipt of the Net Cash Proceeds subject to such
     Reinvestment Notice (as long as no Event of Default shall have occurred and
     be continuing), Borrower shall be permitted to make Permitted Reinvestments
     in an amount not to exceed the amount of such Net Cash Proceeds, as set
     forth in the Reinvestment Notice for such Net Cash Proceeds, and shall not
     be required to prepay the Loans as provided in clause (a) above.

                                      -61-
<PAGE>

         (ii)     On each Reinvestment Prepayment Date for such Reinvestment
     Event:

                  (A)      Borrower shall prepay the Term Loans (PRO RATA among
         the Tranches of Term Loans) in an amount equal to the Reinvestment
         Prepayment Amount applicable to such Reinvestment Prepayment Date; and

                  (B)      to the extent all Term Loans have been paid in full,
         (x) Borrower shall apply any remaining portion of such Reinvestment
         Prepayment Amount, FIRST, to repay the outstanding principal balance of
         the Swing Loans until all Swing Loans shall have been paid in full,
         SECOND, to repay the outstanding principal balance of the Revolving
         Loans until all Revolving Loans shall have been paid in full, and
         THIRD, to provide cash collateral for any Letter of Credit Obligations
         in an amount equal to 102% of all Letter of Credit Obligations in the
         manner set forth in SECTION 9.3 until all such Letter of Credit
         Obligations have been fully cash collateralized in the manner set forth
         therein, and (y) all repayments of Revolving Loans and Swing Loans
         required to be made pursuant to clause (x) above shall result in a
         permanent reduction of the Revolving Credit Commitments to the extent
         provided in SECTION 2.5(B).

In addition, Borrower shall make any payment required pursuant to clause (d)
above as a result of any such reduction in the Revolving Credit Commitments. All
prepayments of the Term Loans of any Tranche made pursuant to this clause (e)
shall be applied to the remaining installments thereof in the manner set forth
in clause (c) above.

         (f)      On the first Business Day after each of the Refinancing Grace
Period and the date that is six months after the Initial Closing Date (or, if
either such date is not a Business Day, the next succeeding Business Day), the
Escrow Agent, on behalf of Co-Borrower and Borrower, shall deliver a portion of
the Escrow Balance to the Administrative Agent as provided in the Escrow
Agreement, and the Administrative Agent shall, on behalf of Co-Borrower and
Borrower, apply such portion (if any) of the Escrow Balance to prepay the Loans
in accordance with clause (c) above.

         Section 2.10      INTEREST

         (a)      RATE OF INTEREST. All Loans and the outstanding amount of all
other Obligations shall bear interest, in the case of Loans, on the unpaid
principal amount thereof from the date such Loans are made and, in the case of
such other Obligations, from the date such other Obligations are due and payable
until, in all cases, paid in full, except as otherwise provided in clause (c)
below, as follows:

         (i)      if a Base Rate Loan or such other Obligation, at a rate per
     annum equal to the sum of (A) the Base Rate as in effect from time to time
     PLUS (B) the Applicable Margin; and

         (ii)     if a Eurodollar Rate Loan, at a rate per annum equal to the
     sum of (A) the Eurodollar Rate determined for the applicable Interest
     Period PLUS (B) the Applicable Margin in effect from time to time during
     such Interest Period.

                                      -62-
<PAGE>

         (b)      INTEREST PAYMENTS. (i) Interest accrued on each Base Rate Loan
(other than Swing Loans) shall be payable in arrears (A) on the last Business
Day of each calendar quarter, commencing on the first such day following the
making of such Base Rate Loan, (B) in the case of Base Rate Loans that are Term
Loans, upon the payment or prepayment thereof in full or in part and (C) if not
previously paid in full, at maturity (whether by acceleration or otherwise) of
such Base Rate Loan, (ii) interest accrued on Swing Loans shall be payable in
arrears on the last Business Day of the immediately succeeding calendar quarter,
(iii) interest accrued on each Eurodollar Rate Loan shall be payable in arrears
(A) on the last day of each Interest Period applicable to such Loan and, if such
Interest Period has a duration of more than three months, on each date during
such Interest Period occurring every three months from the first day of such
Interest Period, (B) upon the payment or prepayment thereof in full or in part
and (C) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Eurodollar Rate Loan and (iv) interest accrued on the amount
of all other Obligations shall be payable on demand from and after the time each
such Obligation becomes due and payable (whether by acceleration or otherwise).

         (c)      DEFAULT INTEREST. Notwithstanding the rates of interest
specified in clause (a) above or elsewhere herein, effective immediately upon
the occurrence of an Event of Default and for as long thereafter as such Event
of Default shall be continuing, the principal balance of all Loans and the
amount of all other Obligations then due and payable shall bear interest at a
rate that is two percent per annum in excess of the rate of interest applicable
to such Loans or other Obligations from time to time. Such interest shall be
payable on the date that would otherwise be applicable to such interest pursuant
to clause (b) above or otherwise on demand.

         Section 2.11      CONVERSION/CONTINUATION OPTION

         (a)      Borrowers may elect (i) at any time on any Business Day to
convert Base Rate Loans (other than Swing Loans) or any portion thereof into
Eurodollar Rate Loans and (ii) at the end of any applicable Interest Period, to
convert Eurodollar Rate Loans or any portion thereof into Base Rate Loans or to
continue such Eurodollar Rate Loans or any portion thereof for an additional
Interest Period (subject to the limitations in the definition thereof);
PROVIDED, HOWEVER, that the aggregate amount of the Eurodollar Rate Loans for
each Interest Period must be at least $1,000,000 and an integral multiple of
$100,000. Each conversion or continuation shall be allocated among the Loans of
each Lender in accordance with such Lender's Ratable Portion. Each such election
shall be in substantially the form of EXHIBIT F (a "NOTICE OF CONVERSION OR
CONTINUATION") and shall be made by giving the Administrative Agent at least
three Business Days' prior written notice specifying (A) the amount and type of
Loan being converted or continued, (B) in the case of a conversion to or a
continuation of Eurodollar Rate Loans, the applicable Interest Period and (C) in
the case of a conversion, the date of such conversion.

         (b)      The Administrative Agent shall promptly notify each Lender of
its receipt of a Notice of Conversion or Continuation and of the options
selected therein. Notwithstanding the foregoing, no conversion in whole or in
part of Base Rate Loans to Eurodollar Rate Loans and no continuation in whole or
in part of Eurodollar Rate Loans upon the expiration of any applicable Interest
Period shall be permitted at any time at which (i) an Event of Default shall
have occurred and be continuing or (ii) the continuation of, or conversion into,
a Eurodollar Rate Loan would violate any provision of SECTION 2.14. If, within
the time period required under the terms

                                      -63-
<PAGE>

of this SECTION 2.11, the Administrative Agent does not receive a Notice of
Conversion or Continuation from Borrower containing a permitted election to
continue any Eurodollar Rate Loans for an additional Interest Period or to
convert any such Loans, then, upon the expiration of the applicable Interest
Period, such Loans shall be automatically converted to Base Rate Loans. Each
Notice of Conversion or Continuation shall be irrevocable.

         Section 2.12      FEES

         (a)      UNUSED COMMITMENT FEE. Borrower agrees to pay in immediately
available Dollars a commitment fee to each Revolving Credit Lender on the actual
daily amount by which the Revolving Credit Commitment of such Revolving Credit
Lender exceeds such Lender's Ratable Portion of the sum of (i) the aggregate
outstanding principal amount of Revolving Loans and (ii) the outstanding amount
of the aggregate Letter of Credit Obligations, from the date hereof through the
Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate,
payable in arrears (A) on the last Business Day of each calendar quarter,
commencing on the first such Business Day following the Initial Closing Date,
and (B) on the Revolving Credit Termination Date.

         (b)      LETTER OF CREDIT FEES. Borrower agrees to pay the following
amounts with respect to Letters of Credit issued by any Issuer:

         (i)      to the Administrative Agent for the account of each Issuer of
     a Letter of Credit, with respect to each Letter of Credit issued by such
     Issuer, an issuance fee equal to the Fronting Fee Rate on the average daily
     maximum undrawn face amount of such Letter of Credit, payable in arrears
     (A) on the last Business Day of each calendar quarter, commencing on the
     first such Business Day following the issuance of such Letter of Credit,
     and (B) on the Revolving Credit Termination Date;

         (ii)     to the Administrative Agent for the ratable benefit of the
     Revolving Credit Lenders, with respect to each Letter of Credit, a fee
     accruing in Dollars at a rate per annum equal to the Applicable Margin for
     Revolving Loans that are Eurodollar Rate Loans MINUS the Fronting Fee Rate,
     on the average daily maximum undrawn face amount of such Letter of Credit,
     payable in arrears (A) on the last Business Day of each calendar quarter,
     commencing on the first such Business Day following the issuance of such
     Letter of Credit, and (B) on the Revolving Credit Termination Date;
     PROVIDED, HOWEVER, that effective immediately upon the occurrence of an
     Event of Default and for as long thereafter as such Event of Default shall
     be continuing, such fee shall be increased by two percent per annum
     (instead of, and not in addition to, any increase pursuant to SECTION
     2.10(C)) and shall be payable on demand; and

         (iii)    to the Issuer of any Letter of Credit, with respect to the
     Issuance, amendment or transfer of each Letter of Credit and each drawing
     made thereunder, documentary and processing charges in accordance with such
     Issuer's standard schedule for such charges in effect at the time of
     Issuance, amendment, transfer or drawing, as the case may be.

                                      -64-
<PAGE>

         (c)      ADDITIONAL FEES. Borrower and Co-Borrower have agreed to pay
to the Administrative Agent, the Syndication Agents and the Arrangers additional
fees, the amount and dates of payment of which are embodied in the Fee Letters.

         Section 2.13      PAYMENTS AND COMPUTATIONS

         (a)      Each payment made by or on behalf of Borrower or Co-Borrower
(including fees and expenses) shall be made in Dollars not later than 1:00 p.m.
(New York time) on the day when due to the Administrative Agent at its address
referred to in SECTION 11.8(A) in immediately available funds without setoff or
counterclaim. The Administrative Agent shall promptly thereafter cause to be
distributed immediately available funds relating to the payment of principal,
interest or fees to the Lenders, in accordance with the application of payments
set forth in clause (f) or (g) below, as applicable, for the account of their
respective Applicable Lending Offices; PROVIDED, HOWEVER, that amounts payable
pursuant to SECTION 2.14(D), SECTION 2.15, SECTION 2.16 or SECTION 2.17 shall be
paid only to the affected Lender or Lenders and amounts payable with respect to
Swing Loans shall be paid only to the Swing Loan Lender. Payments received by
the Administrative Agent after 1:00 p.m. (New York time) shall be deemed to be
received on the next Business Day.

         (b)      All computations of interest on Base Rate Loans (except where
the Base Rate is calculated using clause (b) of the definition thereof) shall be
made by the Administrative Agent on the basis of a year of 365 or, as
applicable, 366 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest and fees
are payable. All other computations of interest and of fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable. Each
determination by the Administrative Agent of a rate of interest hereunder shall
be conclusive and binding for all purposes, absent manifest error.

         (c)      Each payment by or on behalf of Co-Borrower and/or Borrower of
any Loan or Reimbursement Obligation (including interest or fees in respect
thereof) and each reimbursement of various costs, expenses or other Obligation
shall be made in Dollars.

         (d)      Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, the due date for such payment shall be extended
to the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or fees, as the case
may be; PROVIDED, HOWEVER, that if such extension would cause payment of
interest on or principal of any Eurodollar Rate Loan to be made in the next
calendar month, such payment shall be made on the immediately preceding Business
Day. All repayments of any Revolving Loans or any Tranche of Term Loans shall be
applied as follows: FIRST, to repay such Loans outstanding as Base Rate Loans
and THEN, to repay such Loans outstanding as Eurodollar Rate Loans, with those
Eurodollar Rate Loans having earlier expiring Interest Periods being repaid
prior to those having later expiring Interest Periods.

         (e)      Unless the Administrative Agent shall have received notice
from Borrower or Co-Borrower to the Lenders prior to the date on which any
payment is due hereunder that Borrower or Co-Borrower, as the case may be, will
not make such payment in full (and the

                                      -65-
<PAGE>

Administrative Agent has not received any notice that such payment shall be made
in full by another Loan Party on behalf of Borrower or Co-Borrower), the
Administrative Agent may assume that Borrower or Co-Borrower, as the case may
be, has made such payment in full to the Administrative Agent on such date and
the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender. If and to the extent that Borrower or Co-Borrower, as the case
may be, shall not have made (and no Loan Party shall have made on behalf of
Borrower or Co-Borrower) such payment in full to the Administrative Agent, each
Lender shall repay to the Administrative Agent forthwith on demand such amount
distributed to such Lender together with interest thereon (at the Federal Funds
Rate for the first Business Day and, thereafter, at the rate applicable to Base
Rate Loans for the applicable Facility) for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to
the Administrative Agent.

         (f)      Except for payments and other amounts received by the
Administrative Agent and applied in accordance with the provisions of clause (g)
below (or required to be applied in accordance with clause (c) or (e) of SECTION
2.9), all payments and any other amounts received by the Administrative Agent
from or for the benefit of Borrower or Co-Borrower shall be applied as follows:
FIRST, to pay principal of, and interest on, any portion of the Loans the
Administrative Agent may have advanced pursuant to the express provisions of
this Agreement on behalf of any Lender, for which the Administrative Agent has
not then been reimbursed by such Lender or Borrower or Co-Borrower (or any Loan
Party on behalf of Borrower or Co-Borrower), SECOND, to pay all other
Obligations then due and payable; and THIRD, as Borrower or Co-Borrower so
designates. Payments in respect of Swing Loans received by the Administrative
Agent shall be distributed to the Swing Loan Lender; payments in respect of
Revolving Loans received by the Administrative Agent shall be distributed to
each Revolving Credit Lender in accordance with such Lender's Ratable Portion of
the Revolving Credit Commitments; payments in respect of any Tranche of Term
Loans received by the Administrative Agent shall be distributed to each Term
Loan Lender in such Tranche in accordance with such Lender's Ratable Portion of
such Tranche; and all payments of fees and all other payments in respect of any
other Obligation shall be allocated among such of the Lenders and Issuers as are
entitled thereto and, for such payments allocated to the Lenders, in proportion
to their respective Ratable Portions in the Facility with respect to which such
payment is made.

         (g)      Borrower and Co-Borrower hereby irrevocably waive the right to
direct the application of any and all payments in respect of the Obligations and
any proceeds of Collateral after the occurrence and during the continuance of an
Event of Default and agree that, notwithstanding the provisions of clause (c) or
(e) of SECTION 2.9 and clause (f) above, the Administrative Agent and/or
Collateral Agent may, and, upon either (A) the written direction of the
Requisite Lenders or (B) the acceleration of the Obligations pursuant to SECTION
9.2, shall, deliver a blockage notice to each Deposit Account Bank for each
Approved Deposit Account and apply all payments in respect of any Obligations
and all funds on deposit in any Cash Collateral Account and all other proceeds
of Collateral in the order set forth in the Pledge and Security Agreement.

         (h)      The Administrative Agent hereby agrees to deliver to each
other Agent, promptly upon receipt thereof by the Administrative Agent, all
notices and information furnished

                                      -66-
<PAGE>

to the Administrative Agent in connection with any Permitted Acquisition
pursuant to the definition of Permitted Acquisition.

         Section 2.14      SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS

         (a)      DETERMINATION OF INTEREST RATE. The Eurodollar Rate for each
Interest Period for Eurodollar Rate Loans shall be determined by the
Administrative Agent pursuant to the procedures set forth in the definition of
Eurodollar Rate. The Administrative Agent's determination shall be presumed to
be correct absent manifest error and shall be binding on Borrower and
Co-Borrower.

         (b)      INTEREST RATE UNASCERTAINABLE, INADEQUATE OR UNFAIR. In the
event that (i) the Administrative Agent determines that adequate and fair means
do not exist for ascertaining the applicable interest rates by reference to
which the Eurodollar Rate then being determined is to be fixed or (ii) the
Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period will not adequately reflect the cost to the Lenders of
making or maintaining such Loans for such Interest Period, the Administrative
Agent shall forthwith so notify Borrower and the Lenders, whereupon each
Eurodollar Rate Loan shall automatically, on the last day of the current
Interest Period for such Loan, convert into a Base Rate Loan and the obligations
of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into
Eurodollar Rate Loans shall be suspended until the Administrative Agent shall
notify Borrower that the Requisite Lenders have determined that the
circumstances causing such suspension no longer exist.

         (c)      ILLEGALITY. Notwithstanding any other provision of this
Agreement, if any Lender determines that the introduction of, or any change in
or in the interpretation of, any law, treaty or governmental rule, regulation or
order after the date of this Agreement shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Lender or its Eurodollar Lending Office to make Eurodollar Rate Loans or to
continue to fund or maintain Eurodollar Rate Loans, then, on notice thereof and
demand therefor by such Lender to Borrower through the Administrative Agent, (i)
the obligation of such Lender to make or to continue Eurodollar Rate Loans and
to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended, and
each such Lender shall make a Base Rate Loan as part of any requested Borrowing
of Eurodollar Rate Loans and (ii) if the affected Eurodollar Rate Loans are then
outstanding, Borrower and/or Co-Borrower, as applicable, shall immediately
convert each such Loan into a Base Rate Loan. If, at any time after a Lender
gives notice under this clause (c), such Lender determines that it may lawfully
make Eurodollar Rate Loans, such Lender shall promptly give notice of that
determination to Borrower and the Administrative Agent, and the Administrative
Agent shall promptly transmit the notice to each other Lender. Borrower's and
Co-Borrower's rights to request, and such Lender's obligation, if any, to make,
continue or convert into Eurodollar Rate Loans shall thereupon be restored. Any
Lender converting a Eurodollar Rate Loan to a Base Rate Loan pursuant to this
SECTION 2.14(C) shall use its reasonable efforts (consistent with Requirements
of Law) to change the jurisdiction of its Eurodollar Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
such additional amounts that would be payable or may thereafter accrue and would
not, in the sole determination of such Lender, result in any reimbursed costs
to, or otherwise be disadvantageous to, such Lender.

                                      -67-
<PAGE>

         (d)      BREAKAGE COSTS. In addition to all amounts required to be paid
by or on behalf of Borrower or Co-Borrower pursuant to SECTION 2.10, Borrower
and Co-Borrower shall compensate each Lender, upon demand, for all losses,
expenses and liabilities (including any loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund or maintain such Lender's Eurodollar Rate Loans to Borrower or
Co-Borrower but excluding any loss of the Applicable Margin on the relevant
Loans) that such Lender may sustain (i) if for any reason (other than solely by
reason of such Lender being a Non-Funding Lender) a proposed Borrowing,
conversion into or continuation of Eurodollar Rate Loans does not occur on a
date specified therefor in a Notice of Borrowing or a Notice of Conversion or
Continuation given by Borrower and/or Co-Borrower, as applicable (or in a
telephonic request), for borrowing or conversion or continuation or a successive
Interest Period does not commence after notice therefor is given pursuant to
SECTION 2.11, (ii) if for any reason any Eurodollar Rate Loan is prepaid
(including mandatorily pursuant to SECTION 2.9) on a date that is not the last
day of the applicable Interest Period, (iii) as a consequence of a required
conversion of a Eurodollar Rate Loan to a Base Rate Loan on a date that is not
the last day of an Interest Period as a result of any of the events indicated in
clause (c) above or (iv) as a consequence of any failure by Borrower or
Co-Borrower to repay Eurodollar Rate Loans on the date specified in any notice
delivered pursuant hereto. The Lender making demand for such compensation shall
deliver to Borrower and/or Co-Borrower, as applicable, concurrently with such
demand a written statement as to such losses, expenses and liabilities, and this
statement shall be conclusive as to the amount of compensation due to such
Lender, absent manifest error. Determination of amounts payable under this
SECTION 2.14(D) in connection with a Eurodollar Rate Loan shall be calculated as
though each Lender funded its Eurodollar Loan through the purchase of a deposit
of the type and maturity corresponding to the deposit used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not.

         Section 2.15      CAPITAL ADEQUACY

         If at any time any Lender determines that (a) the adoption of, or any
change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order after the date of this Agreement regarding capital adequacy,
(b) compliance with any such law, treaty, rule, regulation or order or (c)
compliance with any guideline or request or directive from any central bank or
other Governmental Authority (whether or not having the force of law) shall have
the effect of reducing the rate of return on such Lender's (or any corporation
controlling such Lender's) capital as a consequence of its obligations hereunder
or under or in respect of any Letter of Credit to a level below that which such
Lender or such corporation could have achieved but for such adoption, change,
compliance or interpretation, then, upon demand from time to time by such Lender
(with a copy of such demand to the Administrative Agent), Borrower or
Co-Borrower, as applicable, shall pay to the Administrative Agent for the
account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender for such reduction. A
certificate as to such amounts submitted to Borrower or Co-Borrower, as
applicable, and the Administrative Agent by such Lender shall be reasonably
detailed and shall be conclusive and binding for all purposes absent manifest
error; PROVIDED, HOWEVER, that notwithstanding the foregoing, Borrower and
Co-Borrower shall not be required to compensate any Lender for any such amount
incurred more than 180 days prior to the delivery of such certificate (such
period to be extended in the case of a reduction caused by any event described
in clause (a), (b) or (c) above and having retroactive effect to include the
period of such retroactive effect).

                                      -68-
<PAGE>

         Section 2.16      INCREASED COSTS

         If at any time any Lender determines that the introduction of, or any
change in or in the interpretation of, any law, treaty or governmental rule,
regulation or order (other than any change by way of imposition or increase of
reserve requirements included in determining the Eurodollar Rate) or the
compliance by such Lender with any guideline, request or directive from any
central bank or other Governmental Authority (whether or not having the force of
law) (collectively, a "CHANGE OF LAW") shall (i) have the effect of increasing
the cost to such Lender of agreeing to make or making, funding or maintaining
any Eurodollar Rate Loans or (ii) subject any Lender to any Tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Loan made by it, or change the basis
of taxation of payments to such Lender in respect thereof (except for
Indemnified Taxes or Other Taxes indemnifiable pursuant to SECTION 2.17 or the
imposition of, or any change in the rate of, any Excluded Tax), then Borrower
and/or Co-Borrower, as applicable, shall from time to time, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to Borrower and/or Co-Borrower,
as applicable, and the Administrative Agent by such Lender, shall be reasonably
detailed and shall be conclusive and binding for all purposes, absent manifest
error; PROVIDED, HOWEVER, that notwithstanding the foregoing, Borrower and
Co-Borrower shall not be required to compensate any Lender for any increased
cost incurred more than 180 days prior to the delivery of such certificate (such
period to be extended in the case of increased costs caused by a Change of Law
with retroactive effect to include the period of retroactive effect of such
Change of Law). Any Lender claiming any additional amounts payable pursuant to
this SECTION 2.16 shall use its reasonable efforts (consistent with Requirements
of Law) to change the jurisdiction of its Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
such additional amounts that would be payable or may thereafter accrue and would
not, in the sole determination of such Lender, result in any unreimbursed costs
to, or otherwise be disadvantageous to, such Lender.

         Section 2.17      TAXES

         (a)      Except as otherwise provided in this SECTION 2.17, any and all
payments by any Loan Party under each Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes. If any Indemnified Taxes
shall be required by law to be deducted from or in respect of any sum payable
under any Loan Document to any Lender, Issuer or Agent, (w) the sum payable
shall be increased as may be necessary so that, after making all required
deductions (including deductions applicable to additional sums payable under
this SECTION 2.17) such Lender, Issuer or Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(x) the relevant Loan Party shall make such deductions, (y) the relevant Loan
Party shall pay the full amount deducted to the relevant taxing authority or
other authority in accordance with applicable law and (z) the relevant Loan
Party shall deliver to the Administrative Agent evidence of such payment.

         (b)      In addition, each Loan Party agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies of the United States or any political subdivision thereof or
any applicable foreign jurisdiction, and all liabilities

                                      -69-
<PAGE>

with respect thereto, in each case arising from any payment made under any Loan
Document or from the execution, delivery, enforcement, recording or registration
of, or otherwise with respect to, any Loan Document (collectively, "OTHER
TAXES").

         (c)      Each Loan Party shall, jointly and severally, indemnify each
Lender, Issuer and Agent for the full amount of Indemnified Taxes and Other
Taxes (including any Indemnified Taxes and Other Taxes imposed by any
jurisdiction on amounts payable under this SECTION 2.17) payable by such Lender,
Issuer or Agent (as the case may be) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Taxes or
Other Taxes were correctly or legally asserted. This indemnification shall be
made within 30 days from the date such Lender, Issuer or Agent (as the case may
be) makes written demand therefor.

         (d)      Within 30 days after the date of any payment of Indemnified
Taxes or Other Taxes by any Loan Party, Borrower shall furnish to the
Administrative Agent, at its address referred to in SECTION 11.8, the original
or a certified copy of a receipt evidencing payment thereof.

         (e)      Without prejudice to the survival of any other agreement of
any Loan Party hereunder or under the Guaranty, the agreements and obligations
of the Loan Parties contained in this SECTION 2.17 shall survive the payment in
full of the Obligations.

         (f)      (i) To the extent it is legally able to do so, each Non-U.S.
Lender shall (v) on or prior to the Initial Closing Date if such Non-U.S. Lender
is a signatory hereto, (w) otherwise, on or prior to the date on which such
Non-U.S. Lender becomes a Lender, Issuer or Agent hereunder, (x) on or prior to
the date on which any such form or certification expires or becomes obsolete,
(y) after the occurrence of any event requiring a change in the most recent form
or certification previously delivered by it to Borrower and the Administrative
Agent, and (z) from time to time if requested by Borrower or the Administrative
Agent, provide the Administrative Agent and Borrower with two completed
originals of the following, as applicable:

         (A)      Form W-8ECI (claiming exemption from U.S. withholding tax
     because the income is effectively connected with a U.S. trade or business)
     or any successor form;

         (B)      Form W-8BEN (claiming exemption from, or a reduction of, U.S.
     withholding tax under an income tax treaty) or any successor form;

         (C)      in the case of a Non-U.S. Lender claiming exemption under
     Section 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption
     from U.S. withholding tax under the portfolio interest exemption) or any
     successor form; or

         (D)      any other applicable form, certificate or document prescribed
     by the IRS certifying as to such Non-U.S. Lender's entitlement to such
     exemption from United States withholding tax or reduced rate with respect
     to all payments to be made to such Non-U.S. Lender under the Loan
     Documents.

         (ii)     To the extent it is legally able to do so, each U.S. Lender
shall (v) on or prior to the Initial Closing Date if such U.S. Lender is a
signatory hereto, (w) otherwise, on or

                                      -70-
<PAGE>

prior to the date on which such U.S. Lender becomes a Lender, an Issuer or an
Agent hereunder, (x) at the request of Borrower or the Administrative Agent, on
or prior to the date on which any such form or certification expires or becomes
obsolete, (y) after the occurrence of any event requiring a change in the most
recent form or certification previously delivered by it to Borrower and the
Administrative Agent, and (z) from time to time if requested by Borrower or the
Administrative Agent, provide the Administrative Agent and Borrower with two
completed originals of Form W-9 (certifying that such U.S. Lender is entitled to
an exemption from U.S. backup withholding tax) or any successor form. Solely for
purposes of this SECTION 2.17(F)(II), a "U.S. Lender" shall not include a
Lender, an Issuer or an Agent that may be treated as an exempt recipient based
on the indicators described in Treas. Reg. Section 1.6049-4(c)(1)(ii).

         (iii)    A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax with respect to payments under this Agreement shall
deliver to Borrower (with a copy to the Administrative Agent), if reasonably
requested by Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate; PROVIDED that the foregoing requirement shall
not apply if the completion and execution of such documentation will subject
such Lender to any material unreimbursed cost or otherwise be adverse to such
Lender.

         (g)      Any Lender claiming any additional amounts payable pursuant to
this SECTION 2.17 shall use its reasonable efforts (consistent with Requirements
of Law) to change the jurisdiction of its Applicable Lending Office if the
making of such a change would avoid the need for, or reduce the amount of, any
such additional amounts that would be payable or may thereafter accrue and would
not, in the sole determination of such Lender, result in any unreimbursed costs
to, or otherwise be disadvantageous to, such Lender.

         (h)      If a Lender or Agent determines in its sole discretion that it
has received a refund in respect of any Indemnified Taxes or Other Taxes as to
which it has been indemnified by Borrower or with respect to which Borrower has
paid additional amounts pursuant to this SECTION 2.17, it shall reimburse the
portion of such refund to Borrower that it determines, in its sole discretion,
will leave it in no better or worse after-tax financial position (taking into
account all out-of-pocket expenses of such Agent or Lender, as the case may be)
than if the tax giving rise to the payment had not been imposed in the first
instance; PROVIDED that Borrower, upon the request of such Lender or Agent,
agrees to repay the amount paid over to Borrower (plus penalties, interest and
other reasonable charges) to such Lender or Agent in the event such Lender or
Agent is required to repay such refund to such taxation authority.

         Section 2.18      SUBSTITUTION OF LENDERS

         (a)      In the event that (i) (A) any Lender makes a claim under
SECTION 2.15 or 2.16, (B) it becomes illegal for any Lender to continue to fund
or make any Eurodollar Rate Loan and such Lender notifies Borrower pursuant to
SECTION 2.14(C), (C) any Loan Party is required to make any payment pursuant to
SECTION 2.17 that is attributable to a particular Lender that cannot be
mitigated pursuant to SECTION 2.17(G) or (D) any Lender becomes a Non-Funding
Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased
costs in respect of which such claim is made, the effective rate of interest
payable to such Lender under this Agreement with respect to its Loans materially
exceeds the effective average annual rate of in-

                                      -71-
<PAGE>

terest payable to the Requisite Lenders under this Agreement and (iii) in the
case of clauses (i)(A), (B) and (C) above, Revolving Credit Lenders holding at
least 75% of the Revolving Credit Commitments are not subject to such increased
costs or illegality, payment or proceedings (any such Lender, an "AFFECTED
LENDER"), Borrower may substitute any Lender and, if reasonably acceptable to
the Administrative Agent, any other Eligible Assignee (a "SUBSTITUTE
INSTITUTION") for such Affected Lender hereunder, after delivery of a written
notice (a "SUBSTITUTION NOTICE") by Borrower to the Administrative Agent and the
Affected Lender within a reasonable time (in any case not to exceed 90 days)
following the occurrence of any of the events described in clause (i) above that
Borrower intends to make such substitution; PROVIDED, HOWEVER, that, if more
than one Lender claims increased costs, illegality or right to payment arising
from the same act or condition and such claims are received by Borrower within
30 days of each other, then Borrower may substitute all, but not (except to the
extent Borrower has already substituted one of such Affected Lenders before
Borrower's receipt of the other Affected Lenders' claim) less than all, Lenders
making such claims.

         (b)      If the Substitution Notice was properly issued under this
SECTION 2.18, the Affected Lender shall sell, and the Substitute Institution
shall purchase, all rights and claims of such Affected Lender under the Loan
Documents and the Substitute Institution shall assume, and the Affected Lender
shall be relieved of, the Affected Lender's Revolving Credit Commitments and all
other prior unperformed obligations of the Affected Lender under the Loan
Documents (other than in respect of any damages (other than exemplary or
punitive damages, to the extent permitted by applicable law) in respect of any
such unperformed obligations). Such purchase and sale (and the corresponding
assignment of all rights and claims hereunder) shall be recorded in the Register
maintained by the Administrative Agent and shall be effective on (and not
earlier than) the latest of (i) the receipt by the Affected Lender of its
Ratable Portion of the Revolving Credit Outstandings and of each Tranche of Term
Loans, together with any other Obligations owing to it, (ii) the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to it
and Borrower whereby the Substitute Institution shall agree to be bound by the
terms hereof and (iii) the payment in full to the Affected Lender in cash of all
fees, unreimbursed costs and expenses and indemnities accrued and unpaid through
such effective date. Upon the effectiveness of such sale, purchase and
assumption, the Substitute Institution shall become a "Lender" hereunder for all
purposes of this Agreement having a Commitment in the amount of such Affected
Lender's Commitment assumed by it and such Commitment of the Affected Lender
shall be terminated; PROVIDED, HOWEVER, that all indemnities and rights to
additional amounts under the Loan Documents shall continue in favor of such
Affected Lender.

         (c)      Each Lender agrees that, if it becomes an Affected Lender and
its rights and claims are assigned hereunder to a Substitute Institution
pursuant to this SECTION 2.18, it shall execute and deliver to the
Administrative Agent an Assignment and Assumption to evidence such assignment,
together with any Note (if such Loans are evidenced by a Note) evidencing the
Loans subject to such Assignment and Assumption; PROVIDED, HOWEVER, that the
failure of any Affected Lender to execute an Assignment and Assumption or
deliver such Note shall not render such assignment invalid.

                                      -72-
<PAGE>

         Section 2.19      FACILITIES INCREASE

         (a)      BORROWER REQUEST. Borrower and (with respect to Incremental
Term Loan Commitments (as defined below) only) Co-Borrower may, after the Second
Closing Date, by delivery of a Facilities Increase Notice to the Administrative
Agent elect to request (x) prior to the Revolving Credit Termination Date, one
or more increases to the existing Revolving Credit Commitments and/or (y) the
establishment of one or more new Term Loan Commitments (each, an "INCREMENTAL
TERM LOAN COMMITMENT"), by an amount not in excess of $150,000,000 in the
aggregate and not less than $20,000,000 in respect of any one increase request
(each such increase, a "FACILITIES INCREASE"). Each such Facilities Increase
Notice shall specify (i) the date (each, a "FACILITIES INCREASE DATE") on which
Borrower proposes that the increased or new Commitments shall be effective,
which shall be a date not less than 10 Business Days after the date on which
such Facilities Increase Notice is delivered to the Administrative Agent, and
(ii) the identity of each Eligible Assignee to which Borrower proposes any
portion of such increased or new Commitments be allocated and the amounts of
such allocations; PROVIDED that any existing Lender approached to provide all or
a portion of the increased or new Commitments may elect or decline, in its sole
discretion, to provide such increased or new Commitment; PROVIDED FURTHER that
the Commitment of any Eligible Assignee that is not a Lender prior to the
Facilities Increase shall be subject to the consent of the Administrative Agent,
which consent shall not be unreasonably withheld.

         (b)      CONDITIONS. The increased or new Commitments shall become
effective, as of such Facilities Increase Date; PROVIDED that:

         (i)      each of the conditions set forth in SECTION 3.2 shall be
     satisfied;

         (ii)     no Default or Event of Default shall have occurred and be
     continuing or would result from the Borrowings to be made on the Facilities
     Increase Date;

         (iii)    on a Pro Forma Basis after giving PRO FORMA effect to the
     borrowings to be made on the Facilities Increase Date and the use of
     proceeds thereof (including any change in Consolidated EBITDA and any
     increase in Indebtedness resulting from the consummation of any Permitted
     Acquisition concurrently with such borrowings) as of the date of the most
     recent Financial Statements delivered pursuant to Section 6.1(A) or (B),
     Borrower shall be in compliance with each of the covenants set forth in
     ARTICLE V;

         (iv)     Borrower shall make any payments required pursuant to SECTION
     2.14(D) in connection with any adjustment of Revolving Loans pursuant to
     clause (d) below;

         (v)      Borrower and Co-Borrower shall deliver or cause to be
     delivered any legal opinions or other documents reasonably requested by the
     Administrative Agent in connection with any such transaction, and the
     Administrative Agent shall be reasonably satisfied with the terms and
     documentation of the Facilities Increase; and

         (vi)     there shall have been paid to the Administrative Agent, for
     the account of the Administrative Agent and the Lenders (including any
     Person becoming a Lender as part of such Facilities Increase on such
     Facilities Increase Date), as applicable, all reasonable and documented
     fees and expenses (including reasonable and documented fees

                                      -73-
<PAGE>

     and expenses of counsel) due and payable on or before the Facilities
     Increase Date (including all such fees described in the Fee Letters).

         (c)      TERMS OF NEW LOANS AND COMMITMENTS. The terms and provisions
of Loans made pursuant to any Facilities Increase shall be as follows:

         (i)      the terms and provisions of Loans made pursuant to Incremental
     Term Loan Commitments ("INCREMENTAL TERM LOANS") shall be, except as
     otherwise set forth herein or in the Increase Joinder, identical to the
     Term Loans (it being understood that Incremental Term Loans may be part of
     an existing Tranche of Term Loans or may form a new Tranche);

         (ii)     the terms and provisions of Revolving Loans made pursuant to
     such Facilities Increase shall be identical to the Revolving Loans;

         (iii)    the weighted average life to maturity of all new Incremental
     Term Loans shall be no shorter than the weighted average life to maturity
     of the Revolving Loans and the existing Term Loans;

         (iv)     the maturity date of Incremental Term Loans shall not be
     earlier than the Final Maturity Date; and

         (v)      Incremental Term Loans shall have a scheduled amortization of
     not more than 1% PER ANNUM at all times other than those within one year of
     the final maturity of such Loans and such amortization shall be on a
     quarterly basis within each year and in equal amounts among quarters, and
     with respect to mandatory prepayments and other payment rights shall be
     treated no more favorably than ratably with existing Term Loans.

         The increased or new Commitments shall be effected by a joinder
agreement (the "INCREASE JOINDER") executed by Borrower, Co-Borrower, the
Administrative Agent and each Lender making such increased or new Commitment, in
form and substance reasonably satisfactory to each of them. The Increase Joinder
shall, without the consent of any other Agents or Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect
the provisions of this SECTION 2.19. In addition, unless otherwise specifically
provided herein, all references in the Loan Documents to Revolving Loans or Term
Loans shall be deemed, unless the context otherwise requires, to include
references to Revolving Loans made pursuant to any Facilities Increase and
Incremental Term Loans, respectively, made pursuant to any Facilities Increase.

         (d)      ADJUSTMENT OF REVOLVING LOANS. To the extent the Commitments
being increased on the relevant Facilities Increase Date are Revolving Credit
Commitments, then each of the Revolving Credit Lenders having a Revolving Credit
Commitment prior to such Facilities Increase Date (the "PRE-INCREASE REVOLVING
LENDERS") shall assign to any Revolving Credit Lender that is acquiring a new or
additional Revolving Credit Commitment on the Facilities Increase Date (the
"POST-INCREASE REVOLVING LENDERS"), and such Post-Increase Revolving Lenders
shall purchase from each Pre-Increase Revolving Lender, at the principal amount
thereof, such interests and participations in the Revolving Credit Outstandings
as shall be necessary in

                                      -74-
<PAGE>

order that, after giving effect to all such assignments and purchases, such
Revolving Credit Outstandings will be held by Pre-Increase Revolving Lenders and
Post-Increase Revolving Lenders in accordance with their Ratable Portions of the
Revolving Credit Commitments after giving effect to such Facilities Increase.

         (e)      MAKING OF NEW TERM LOANS. On any Facilities Increase Date on
which new Commitments for Term Loans are effective, subject to the satisfaction
of the foregoing terms and conditions, each Lender of such new Commitment shall
make a Term Loan to Borrower or Co-Borrower, as the case may be, in an amount
equal to its new Commitment.

         (f)      EQUAL AND RATABLE BENEFIT. The Loans and Commitments
established pursuant to this SECTION 2.19 shall constitute Loans and Commitments
under, and shall be entitled to all the benefits afforded by, this Agreement and
the other Loan Documents, and shall, without limiting the foregoing, benefit
equally and ratably from the Guaranty and security interests created by the
Collateral Documents. The Loan Parties, at their own expense, shall take any
actions reasonably required by the Administrative Agent to ensure and/or
demonstrate that the Lien and security interests granted by the Collateral
Documents continue to be perfected under the UCC or otherwise after giving
effect to the establishment of any new Tranche of Term Loans or any such new
Commitments or the making of Incremental Term Loans.

         Section 2.20      ESCROW ACCOUNT

         (a)      The Notices of Borrowing delivered in connection with
Borrowings to be made on the Initial Closing Date and the Second Closing Date
shall specify portions of those Borrowings to be delivered by the Administrative
Agent into the Escrow Account (such amounts shall be referred to in the
aggregate as the "INITIAL ESCROW Amount"). The Initial Escrow Amount shall not
be less than the aggregate principal amount of all Indebtedness listed on
SCHEDULE 7.11(A).

         (b)      The Initial Escrow Amount shall be delivered by the
Administrative Agent to the Escrow Account on the Initial Closing Date and/or
the Second Closing Date (in accordance with the Notices of Borrowing) and shall
be made available to Borrower and/or Co-Borrower only in accordance with the
terms of the Escrow Agreement.

                                   ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

         Section 3.1       CONDITIONS PRECEDENT TO INITIAL LOANS AND LETTERS
                           OF CREDIT

         The obligation of each Lender to make the Loans requested to be made by
it on the Initial Closing Date and the Second Closing Date and the obligation of
each Issuer to Issue Letters of Credit on the Initial Closing Date is subject to
the satisfaction or due waiver in accordance with SECTION 11.1 of each of the
following conditions precedent:

         (a)      CERTAIN DOCUMENTS. The Administrative Agent shall have
received on or prior to the Initial Closing Date each of the following, each
dated the Initial Closing Date unless otherwise indicated or agreed to by the
Administrative Agent and the Arrangers, in

                                      -75-
<PAGE>

form and substance reasonably satisfactory to each of the Administrative Agent
and the Arrangers:

         (i)      this Agreement, duly executed and delivered by Co-Borrower,
     Parent and Borrower, and, for the account of each Lender requesting the
     same, a Note of Borrower conforming to the requirements set forth herein;

         (ii)     the Guaranty, duly executed by each Guarantor that is required
     to be party thereto on the Initial Closing Date;

         (iii)    the Pledge and Security Agreement, duly executed by
     Co-Borrower, Borrower and each Guarantor that is required to be party
     thereto on the Initial Closing Date, together with each of the following:

                  (A)      evidence reasonably satisfactory to each of the
         Administrative Agent and the Arrangers that, upon the filing and
         recording of instruments delivered on the Initial Closing Date, the
         Collateral shall be subject to the Requisite Liens (subject to Liens
         permitted hereunder), including (x) such documents duly executed by
         each Loan Party as each of the Administrative Agent and the Collateral
         Agent may reasonably request with respect to the perfection of the
         Requisite Liens in the Collateral (including financing statements under
         the UCC, short-form security agreements relating to patents, trademarks
         and registered copyrights in the United States suitable for filing with
         the United States Patent and Trademark Office or the United States
         Copyright Office, as the case may be, and other applicable documents
         under the laws of any jurisdiction with respect to the perfection of
         Liens created by the Pledge and Security Agreement) and (y) copies of
         UCC search reports as of a recent date listing all effective financing
         statements and tax and judgment liens that name any Loan Party as
         debtor, together with copies of such financing statements, none of
         which shall cover the Collateral except for those that shall be
         terminated on the Initial Closing Date or are otherwise permitted
         hereunder;

                  (B)      all certificates, instruments and other documents (if
         any) representing all Pledged Stock being pledged pursuant to the
         Pledge and Security Agreement and stock powers for such certificates,
         instruments and other documents executed in blank; and

                  (C)      all instruments representing Pledged Debt Instruments
         being pledged pursuant to the Pledge and Security Agreement duly
         endorsed in blank, including, without limitation, intercompany notes
         from Loan Parties and their Subsidiaries in form and substance
         reasonably satisfactory to the Administrative Agent and the Arrangers;

         (iv)     the Escrow Agreement, duly executed by Co-Borrower and
     Borrower;

                                      -76-
<PAGE>

         (v)      an opinion of (A) Paul, Weiss, Rifkind, Wharton & Garrison
     LLP, counsel to the Loan Parties, in substantially the form of EXHIBIT G
     (which shall cover New York and Delaware law), and (B) counsel to the Loan
     Parties in Alabama, Florida, Georgia, Indiana, Michigan, Minnesota and
     Ohio, in each case addressed to the Collateral Agent and the Lenders and
     addressing such other matters as any Lender through the Administrative
     Agent or the Arrangers may reasonably request;

         (vi)     a copy of each Closing Date Related Document, in each case
     certified as being complete and correct by a Responsible Officer of
     Borrower;

         (vii)    a copy of the articles or certificate of incorporation (or
     equivalent Constituent Document) of each Loan Party, certified as of a
     recent date by the Secretary of State of the state of organization of such
     Loan Party, together with certificates of such official attesting to the
     good standing of each such Loan Party and certificates attesting to the
     good standing of each such Loan Party in states where it is qualified as a
     foreign entity;

         (viii)   a certificate of the Secretary of each Loan Party certifying
     (A) the names and true signatures of each officer of such Loan Party that
     has been authorized to execute and deliver any Loan Document or other
     document required hereunder to be executed and delivered by or on behalf of
     such Loan Party, (B) the by-laws (or equivalent Constituent Document) of
     such Loan Party as in effect on the date of such certification, (C) the
     resolutions of such Loan Party's Board of Directors approving and
     authorizing the execution, delivery and performance of this Agreement and
     the other Loan Documents to which it is a party and (D) that there have
     been no changes in the certificate of incorporation (or equivalent
     Constituent Document) of such Loan Party from the certificate of
     incorporation (or equivalent Constituent Document) delivered pursuant to
     clause (vii) above;

         (ix)     a certificate of a Responsible Officer of Co-Borrower stating
     that Co-Borrower and its Subsidiaries, taken as a whole, and Borrower and
     its Subsidiaries, taken as a whole, are Solvent on a Consolidated basis
     after giving effect to the Transactions, the initial Loans and Letters of
     Credit, the application of the proceeds thereof in accordance with SECTION
     7.9 and the payment of all estimated legal, accounting and other fees
     related hereto and thereto;

         (x)      a certificate of a Responsible Officer of Borrower to the
     effect that (A) the conditions set forth in SECTIONS 3.2(B) and (C) have
     been satisfied, (B) no litigation not listed on SCHEDULE 4.7 shall have
     been commenced against any Loan Party or any of its Subsidiaries that could
     reasonably be expected to have a Material Adverse Effect and (C) certain
     other conditions reasonably detailed by the Administrative Agent that are
     otherwise required to be met have been met;

         (xi)     evidence satisfactory to each of the Administrative Agent and
     the Arrangers that the insurance policies required by SECTION 7.5 and any
     Collateral Document are in full force and effect, together with, unless
     otherwise agreed by

                                      -77-
<PAGE>

     each of the Administrative Agent and the Arrangers, endorsements naming the
     Collateral Agent, on behalf of the Secured Parties, as an additional
     insured and/or loss payee, as appropriate, under all insurance policies to
     be maintained with respect to the properties of Co-Borrower, Parent,
     Borrower and each other Loan Party;

         (xii)    not later than 2 Business Days before the Initial Closing
     Date, the Financial Statements listed on SCHEDULE 4.4. Such Financial
     Statements (A) shall be prepared in accordance with, or reconciled to, GAAP
     (other than the absence of footnotes to such unaudited financial
     statements), (B) shall be prepared on a basis materially consistent with
     the financial statements previously provided to the Lenders and (C) in the
     case of the unaudited Financial Statements of the Acquired Businesses, such
     Financial Statements shall have been reviewed by Ernst & Young LLP in
     accordance with the procedures set forth in Statement on Standards for
     Accounting and Review Services No. 1;

         (xiii)   a PRO FORMA consolidated balance sheet (the "PRO FORMA BALANCE
     SHEET") of Borrower which combines Borrower's consolidated balance sheet as
     of April 3, 2005 and the Acquired Businesses' consolidated balance sheet as
     of March 6, 2005, after giving effect to the Transactions and all other
     indebtedness for borrowed money incurred after such dates (collectively,
     the "PRO FORMA TRANSACTIONS"), together with a certificate of the chief
     financial officer of Borrower to the effect that such PRO FORMA balance
     sheet was prepared in good faith based upon reasonable assumptions and that
     such PRO FORMA balance sheet properly reflects in all material respects
     adjustments (other than any adjustments related to allocating the purchase
     price of the RTM Acquisitions) to Borrower's historical balance sheet
     necessary to account for the Pro Forma Transactions, and a certificate of
     the chief accounting officer of the Acquired Businesses to the effect that
     such PRO FORMA balance sheet was prepared in good faith based upon
     reasonable assumptions and that such PRO FORMA balance sheet properly
     reflects in all material respects adjustments (other than any adjustments
     related to allocating the purchase price of the RTM Acquisitions) to the
     Acquired Businesses' historical balance sheet necessary to account for the
     Pro Forma Transactions. The chief financial officer of Borrower and the
     chief accounting officer of the Acquired Businesses shall certify that any
     adjustments allocating the purchase price of the RTM Acquisitions or
     related to the allocation thereof were prepared in good faith based upon
     the best available information as of the Initial Closing Date, it being
     understood that such adjustments are estimates, are subject to change and
     could differ materially from the final purchase accounting adjustments
     determined after an asset appraisal has been obtained. The Lenders shall be
     reasonably satisfied that such balance sheets are not materially
     inconsistent with the forecasts previously provided to the Lenders.
     Borrower shall have delivered the Projections, which shall not be
     materially inconsistent with the projections previously provided to the
     Arrangers; and

                                      -78-
<PAGE>

         (xiv)    such other certificates, documents, agreements and information
     respecting any Loan Party as any Lender through the Administrative Agent or
     the Arrangers may reasonably request.

         (b)      FEE AND EXPENSES PAID. There shall have been paid to the
Administrative Agent, for the account of the Agents, the Issuers and the
Lenders, as applicable, all reasonable and documented fees and expenses
(including reasonable and documented fees and expenses of counsel) due and
payable on or before the Initial Closing Date (including all such fees described
in the Fee Letter in existence on the date hereof).

         (c)      [RESERVED]

         (d)      REFINANCING. (i) The Securitization Notes shall have been
repaid or satisfied and discharged and the Administrative Agent and the
Arrangers shall have received evidence thereof satisfactory to them; (ii) with
respect to Indebtedness listed on SCHEDULE 3.1(D)(II), the Administrative Agent
and the Arrangers shall have received payoff letters (or evidence of repayment)
duly executed and delivered by the appropriate Loan Parties and counterparties
confirming that the relevant Indebtedness has been repaid or will be repaid
prior to the end of the Refinancing Grace Period; (iii) with respect to
Indebtedness listed on SCHEDULE 3.1(D)(III), the Administrative Agent and the
Arrangers shall have received payoff letters (or evidence of repayment) duly
executed and delivered by the appropriate Loan Parties and counterparties
confirming that the relevant Indebtedness has been repaid or will be repaid on
or prior to the Second Closing Date; (iv) all Indebtedness of any Loan Party
owed to or held by Sponsor or its Affiliates shall have been repaid or cancelled
and the Administrative Agent and the Arrangers shall have received evidence
thereof satisfactory to them; and (v) the Administrative Agent and the Arrangers
shall have received payoff letters duly executed and delivered by the
appropriate Loan Parties and counterparties confirming that all Indebtedness of
the Acquired Businesses owed to Orix Financial Services, Inc. and Irwin
Franchise Capital Corporation has been repaid or will be repaid prior to the end
of the Refinancing Grace Period or shall receive satisfactory evidence that such
Indebtedness has been repaid or will be repaid on the Second Closing Date. With
respect to any Indebtedness to be repaid pursuant to SECTION 7.18 prior to the
end of the Refinancing Grace Period that pursuant to its terms could not be so
repaid unless revocable notice of repayment is given on or prior to the Initial
Closing Date, the Administrative Agent shall have received evidence that such
notice has been delivered.

         (e)      CONSUMMATION OF TRANSACTIONS AND CLOSING DATE RELATED
DOCUMENTS. Each of the Administrative Agent and the Arrangers shall be
reasonably satisfied (and may, but shall not be obligated to, rely on the
receipt of a certificate from any Loan Party or any Affiliate thereof for all or
part of such purpose) that (i) the terms and conditions of the RTM Acquisition
Agreements shall not have been amended, waived or modified without the approval
of each of the Administrative Agent and the Arrangers (other than non-material
amendments, waivers and modifications to such terms that do not, in the
aggregate, materially adversely affect the interests of the Administrative
Agent, the Collateral Agent, the Arrangers, the Lenders and the Issuers), (ii)
the RTM Acquisition Agreements and each of the other Closing Date Related
Documents shall have been ap-

                                      -79-
<PAGE>

proved by all corporate (or equivalent) action of each Loan Party party thereto
and each of the other parties thereto, shall have been executed and delivered by
each such party, shall be in full force and effect and there shall not have
occurred and be continuing any material breach or default thereunder, (iii)
subject only to the funding of the initial Loans hereunder, the RTM Acquisitions
shall have been consummated in accordance with the RTM Acquisition Agreements
and all applicable Requirements of Law and all representations and warranties of
the Loan Parties contained in the RTM Acquisition Agreements and the other
Closing Date Related Documents shall be true and correct in all material
respects on the Initial Closing Date, (iv) subject only to the funding of the
initial Loans hereunder, all conditions precedent to the consummation of the RTM
Acquisitions shall have been satisfied or waived with, if such waiver is adverse
in any material respect to the Lenders (as reasonably determined by each
Arranger), the consent of each Arranger and (v) the Cash Investment shall have
been made on terms and conditions reasonably satisfactory to each of the
Administrative Agent and the Arrangers.

         (f)      CONSENTS, ETC. The Lenders shall be reasonably satisfied that
all requisite Governmental Authorities and third parties shall have approved or
consented to the Transactions, and there shall be no governmental or judicial
action, actual or to Borrower's knowledge threatened, that has or would have,
singly or in the aggregate, a reasonable likelihood of restraining, preventing
or imposing burdensome conditions on the Transactions or the other transactions
contemplated hereby.

         (g)      PERFECTION. The Lenders shall have a valid and perfected first
priority lien on and security interest in the Closing Date Collateral (subject
to Liens permitted under the Loan Documents); all filings, recordations and
searches necessary in connection with such liens and security interests shall
have been duly made; and all filings and recording fees and taxes shall have
been duly paid by the Loan Parties.

         (h)      CORPORATE STRUCTURE. The Lenders shall be reasonably satisfied
with the capitalization, the terms and conditions of any equity arrangements and
the corporate or other organizational structure of Co-Borrower and its
Subsidiaries (after giving effect to the Transactions) and any indemnities,
employment and other arrangements entered into in connection with the
Transactions.

         (i)      USA PATRIOT ACT. The Lenders shall have received, at least
five Business Days prior to the Initial Closing Date, all documentation and
other information required by bank regulatory authorities under applicable "know
your customer" and anti-money laundering rules and regulations (including
without limitation, the Patriot Act) including, without limitation, the
information described in SECTION 11.19.

         (j)      SOURCES AND USES. The sources and uses of the Loans shall be
as set forth on SCHEDULE 3.1(J).

                                      -80-
<PAGE>

         Section 3.2       CONDITIONS PRECEDENT TO EACH LOAN AND LETTER
                           OF CREDIT

         The obligation of each Lender on any date (including the Initial
Closing Date) to make any Loan and of each Issuer on any date (including the
Initial Closing Date) to Issue any Letter of Credit is subject to the
satisfaction of each of the following conditions precedent:

         (a)      REQUEST FOR BORROWING OR ISSUANCE OF LETTER OF CREDIT. With
     respect to any Loan, the Administrative Agent shall have received a duly
     executed Notice of Borrowing from Borrower or Co-Borrower, as applicable
     (or, in the case of Swing Loans, a duly executed Swing Loan Request), and,
     with respect to any Letter of Credit, the Administrative Agent and the
     Issuer shall have received a duly executed Letter of Credit Request.

         (b)      REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. The following
     statements shall be true on the date of such Loan or Issuance, both before
     and after giving effect thereto and, in the case of any Loan, to the
     application of the proceeds thereof:

                  (i)      the representations and warranties set forth in
         ARTICLE IV and in the other Loan Documents shall be true and correct in
         all material respects on and as of such date with the same effect as
         though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date, in
         which case such representations and warranties shall have been true and
         correct in all material respects as of such earlier date; PROVIDED that
         representations and warranties which by their terms are qualified by
         materiality or by reference to a Material Adverse Effect shall be true
         and correct in all respects; and

                  (ii)     no Default or Event of Default shall have occurred
         and be continuing.

         (c)      NO LEGAL IMPEDIMENTS. The making of the Loans or the Issuance
     of such Letter of Credit on such date does not violate any Requirement of
     Law (including, without limitation, Regulations T, U and X of the Federal
     Reserve Board) on the date of or immediately following such Loan or
     Issuance of such Letter of Credit and is not enjoined, temporarily,
     preliminarily or permanently.

Each submission by Borrower or Co-Borrower to the Administrative Agent of a
Notice of Borrowing or a Swing Loan Request and the acceptance by Borrower or
Co-Borrower of the proceeds of each Loan requested therein, and each submission
by Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each
Letter of Credit requested therein, shall be deemed to constitute a
representation and warranty by Co-Borrower, Parent and Borrower as to the
matters specified in clause (b) above on the date of the making of such Loan or
the Issuance of such Letter of Credit.

         Section 3.3       DETERMINATIONS OF INITIAL BORROWING CONDITIONS

         For purposes of determining compliance with the conditions specified in
SECTION 3.1, each Lender shall be deemed to have consented to, approved,
accepted or be satisfied with each document or other matter required thereunder
to be consented to or approved by or accept-

                                      -81-
<PAGE>

able or satisfactory to the Lenders unless an officer of the Administrative
Agent responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Lender prior to the initial Borrowing, borrowing
of Swing Loans or Issuance or deemed Issuance hereunder specifying its objection
thereto and such Lender shall not have made available to the Administrative
Agent such Lender's Ratable Portion of such Borrowing or Swing Loans.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         To induce the Agents, the Lenders, the Issuers and the Collateral Agent
to enter into this Agreement, each of Co-Borrower, Parent and Borrower
represents and warrants each of the following to the Agents, the Lenders, the
Issuers and the Collateral Agent, on and as of the Initial Closing Date and
after giving effect to the Transactions and the making of the Loans and the
other financial accommodations on the Initial Closing Date and on and as of each
date as required by SECTION 3.2(B)(I):

         Section 4.1       CORPORATE EXISTENCE; COMPLIANCE WITH LAW

         (a)      Each of Co-Borrower and its Subsidiaries (i) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign entity and in good standing under the laws of each jurisdiction where
such qualification is necessary, except where the failure to be so qualified or
in good standing would not, in the aggregate, have a Material Adverse Effect,
(iii) has all requisite power and authority and the legal right to own, pledge,
mortgage and operate its properties, to lease the property it operates under
lease and to conduct its business as now or currently proposed to be conducted,
(iv) is in compliance with its Constituent Documents, (v) is in compliance with
all applicable Requirements of Law except where the failure to be in compliance
would not, in the aggregate, have a Material Adverse Effect and (vi) has all
necessary Permits from or by, has made all necessary filings with, and has given
all necessary notices to, each Governmental Authority having jurisdiction, to
the extent required for such ownership, operation and conduct, except for
Permits, filings and notices the failure of which to obtain, make or give (as
applicable) would not, in the aggregate, have a Material Adverse Effect.

         (b)      None of Co-Borrower or any of its Subsidiaries is in violation
in any material respects of any United States Requirements of Law relating to
terrorism, sanctions or money laundering ("ANTI-TERRORISM LAWS"), including
United States Executive Order No. 13224 on Terrorist Financing (the
"ANTI-TERRORISM ORDER") and the Patriot Act.

         (c)      None of Co-Borrower or any of its Subsidiaries is any of the
following:

         (i)      a Person that is listed in the annex to, or is otherwise
     subject to the provisions of, the Anti-Terrorism Order;

         (ii)     a Person owned or controlled by, or acting for or on behalf
     of, any person that is listed in the annex to, or is otherwise subject to
     the provisions of, the Anti-Terrorism Order;

                                      -82-
<PAGE>

         (iii)    a Person that commits, threatens or conspires to commit or
     supports "terrorism" as defined in the Anti-Terrorism Order; or

         (iv)     a Person that is named as a "specially designated national and
     blocked person" in the most current list published by the U.S. Treasury
     Department Office of Foreign Assets Control.

         (d)      None of Co-Borrower or any of its Subsidiaries, to its
knowledge, (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Person
described in clause (c) above, (ii) deals in, or otherwise engages in any
transactions relating to, any property or interests in property blocked pursuant
to the Anti-Terrorism Order or (iii) engages in or conspires to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in any Anti-Terrorism
Law.

         Section 4.2       CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
                           OBLIGATIONS

         (a)      The execution, delivery and performance by each Loan Party of
the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby:

         (i)      are within such Loan Party's corporate, limited liability
     company, partnership or other powers;

         (ii)     have been duly authorized by all necessary action, including
     the consent of shareholders, partners and members where required;

         (iii)    do not and will not (A) contravene such Loan Party's or any of
     its Subsidiaries' respective Constituent Documents, (B) violate any other
     Requirement of Law applicable to such Loan Party (including, without
     limitation, Regulations T, U and X of the Federal Reserve Board), or any
     order or decree of any Governmental Authority or arbitrator applicable to
     such Loan Party, (C) conflict with or result in the breach of, or
     constitute a default under, or result in or permit the termination or
     acceleration of, any Closing Date Related Document or any other material
     Contractual Obligation of such Loan Party or any of its Subsidiaries, other
     than Contractual Obligations in respect of Indebtedness listed on SCHEDULE
     7.11(A) and SCHEDULE 8.1(B), or (D) result in the creation or imposition of
     any Lien upon any property of such Loan Party or any of its Subsidiaries,
     other than those in favor of the Secured Parties pursuant to the Collateral
     Documents; and

         (iv)     do not require the consent of, authorization by, approval of,
     notice to, or filing or registration with, any Governmental Authority or
     any other Person, other than those listed on SCHEDULE 4.2 and that have
     been or will be, prior to the Initial Closing Date, obtained or made,
     copies of which have been or will be delivered to the Administrative Agent
     pursuant to SECTION 3.1, and each of which on the Initial Closing Date will
     be in full force and effect and, with respect to the Collateral, filings
     required to perfect the Liens created by the Collateral Documents.

                                      -83-
<PAGE>

         (b)      This Agreement has been, and each of the other Loan Documents
will have been upon delivery thereof pursuant to the terms of this Agreement,
duly executed and delivered by each Loan Party party thereto. This Agreement is,
and the other Loan Documents will be, when delivered hereunder, the legal, valid
and binding obligation of each Loan Party party thereto, enforceable against
such Loan Party in accordance with its terms, except as such enforceability may
be limited by general principles of equity and applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally.

         Section 4.3       OWNERSHIP OF CO-BORROWER; SUBSIDIARIES

         (a)      Set forth on SCHEDULE 4.3 is a complete and accurate list
showing, as of the Initial Closing Date, Co-Borrower and all of its Subsidiaries
and, as to each such Person, the jurisdiction of its organization, the number of
shares of each class of Stock authorized (if applicable), the number outstanding
on the Initial Closing Date and the number and percentage of the outstanding
shares of each such class owned (directly or indirectly) by any Loan Party.

         (b)      As of the Initial Closing Date, no Stock of Co-Borrower or any
Subsidiary of Co-Borrower is subject to any outstanding option, warrant, right
of conversion or purchase of any similar right. All of the outstanding capital
stock of Parent and Borrower has been validly issued, is fully paid and
non-assessable (as applicable) and is owned beneficially and of record by
Co-Borrower and Parent, respectively, free and clear of all Liens other than the
Lien in favor of the Secured Parties created by the Pledge and Security
Agreement and Customary Permitted Liens. All of the outstanding Stock of each
Subsidiary of Co-Borrower owned (directly or indirectly) by Co-Borrower has been
validly issued, is fully paid and non-assessable (to the extent applicable) and
is owned by Co-Borrower or a Subsidiary of Co-Borrower, free and clear of all
Liens other than the Lien in favor of the Secured Parties created pursuant to
the Pledge and Security Agreement and Customary Permitted Liens. Neither
Co-Borrower nor any of its Subsidiaries is a party to (or, with respect to the
Stock of each Subsidiary of Co-Borrower, has knowledge of) (i) any agreement
restricting the transfer or hypothecation of any Stock of any such Subsidiary,
other than the Loan Documents or (ii) any agreement or understanding with
respect to the voting, sale or transfer of any shares of Stock of Co-Borrower or
any such Subsidiary, or any agreement restricting the transfer or hypothecation
of any such shares, other than (i) Contractual Obligations in respect of
Indebtedness listed on SCHEDULE 7.11(A) or SCHEDULE 8.1(B) and (ii) the RTM
Acquisition Agreements. Neither Co-Borrower nor any Subsidiary of Co-Borrower
owns or holds, directly or indirectly, any Stock of any Person other than such
Subsidiaries and Investments permitted by SECTION 8.3.

         Section 4.4       FINANCIAL STATEMENTS

         (a)      The Financial Statements listed on SCHEDULE 4.4, copies of
each of which have been furnished to each Lender, fairly present in all material
respects, subject, in the case of such Financial Statements that are not audited
by independent financial accountants to the absence of footnote disclosure and
normal recurring year-end audit adjustments, the Consolidated financial
condition of Borrower, the Acquired Businesses and their respective
Subsidiaries, as applicable, as at the dates set forth on such SCHEDULE 4.4 for
such Financial Statements and the

                                      -84-
<PAGE>

Consolidated results of the operations of Borrower, the Acquired Businesses and
their respective Subsidiaries, as applicable, for the period ended on such
dates, all in accordance with GAAP.

         (b)      As of the Initial Closing Date, none of Co-Borrower or any of
Co-Borrower's Subsidiaries has any material obligation, contingent liability or
liability for taxes, long-term leases or unusual forward or long-term commitment
that (i) is not reflected in the Financial Statements referred to in clause (a)
above or in the notes thereto and (ii) is required to be disclosed in such
Financial Statements.

         (c)      The Projections have been prepared by Co-Borrower in light of
the past operations of its business, and reflect projections for the period from
and including Fiscal Year 2005 through Fiscal Year 2010 on a quarter by quarter
basis through Fiscal Year 2005 and on a year by year basis thereafter. The
Projections are based upon estimates and assumptions stated therein, all of
which Co-Borrower believes to be reasonable and fair on the Initial Closing Date
in light of current conditions and current facts known to Co-Borrower and, as of
the Initial Closing Date, reflect Co-Borrower's good faith and reasonable
estimates of the future financial performance of Co-Borrower and its
Subsidiaries and of the other information projected therein for the periods set
forth therein. Notwithstanding the foregoing, it is understood that such
Projections are subject to significant uncertainties and contingencies, many of
which are beyond the control of Co-Borrower and its Subsidiaries and that no
assurance can be given that such Projections will be realized.

         (d)      The Pro Forma Balance Sheet reflects, as of the date thereof,
on a Pro Forma Basis, the Consolidated financial condition of Co-Borrower and
its Subsidiaries, and the assumptions expressed therein were reasonable based on
the information available to Co-Borrower at the time so furnished and on the
Initial Closing Date.

         Section 4.5       MATERIAL ADVERSE CHANGE

         Since January 2, 2005, with respect to Co-Borrower and its Subsidiaries
(other than the Acquired Businesses) and since May 30, 2004, with respect to the
Acquired Businesses, there has been no Material Adverse Change respecting
Co-Borrower and its Subsidiaries and there have been no events or developments
that, in the aggregate, have had a Material Adverse Effect with respect to such
entities taken as a whole.

         Section 4.6       SOLVENCY

         (a)      On the Initial Closing Date, both before and after giving
effect to (a) the Loans and Letter of Credit Obligations to be made or extended
on the Initial Closing Date, (b) the disbursement of the proceeds of such Loans
pursuant to the instructions of Borrower or Co-Borrower, as the case may be, (c)
the RTM Acquisitions and the consummation of the other Transactions to take
place on the Initial Closing Date, (d) the payment and accrual of all
transaction costs in connection with the foregoing and (e) all contingent rights
of contribution and all intercompany loans, each Loan Party is Solvent.

         (b)      After the Initial Closing Date, after giving effect to (a) the
Loans and Letter of Credit Obligations to be made or extended on the Initial
Closing Date or such other date as Loans and Letter of Credit Obligations
requested hereunder are made or extended, (b) the dis-

                                      -85-
<PAGE>

bursement of the proceeds of such Loans pursuant to the instructions of Borrower
or Co-Borrower, as the case may be, (c) the RTM Acquisitions and the
consummation of the other Transactions, (d) the payment and accrual of all
transaction costs in connection with the foregoing and (e) all contingent rights
of contribution and all intercompany loans, each of Borrower, Co-Borrower and
the Loan Parties on a Consolidated basis are Solvent.

         Section 4.7       LITIGATION

         Except as set forth on SCHEDULE 4.7, there are no pending or, to the
knowledge of Co-Borrower, Parent and Borrower, threatened actions,
investigations or proceedings affecting Co-Borrower or any of its Subsidiaries
before any court, Governmental Authority or arbitrator other than those that, in
the aggregate, would not have a Material Adverse Effect. The performance of any
action by any Loan Party required or contemplated by any Loan Document or any
Closing Date Related Document is not restrained or enjoined (either temporarily,
preliminarily or permanently).

         Section 4.8       TAXES

         (a)      All federal and material state, local and foreign income and
franchise and other material tax returns, reports and statements (collectively,
the "TAX RETURNS") required to be filed by any Loan Party or any Tax Affiliates
of any Loan Party have been filed with the appropriate Governmental Authorities,
all such Tax Returns are true and correct in all material respects, and all
Taxes reflected in such Tax Returns and all federal and material state, local
and foreign income and franchise and other material Taxes otherwise due and
payable have been paid prior to the date on which any fine, penalty, interest,
late charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate proceedings, but only if adequate
reserves therefor have been established on the books of the applicable Loan
Party or such Tax Affiliate in accordance with GAAP. Each Loan Party and each of
their respective Tax Affiliates have complied in all material respects with the
tax, social security and unemployment withholding provisions of applicable
Requirements of Law and such withholdings have been timely paid to the
respective Governmental Authorities. None of the Loan Parties nor any of their
respective Tax Affiliates has ever been a party to any understanding or
arrangement constituting a "tax shelter" within the meaning of Section
6662(d)(2)(C)(iii) of the Code or within the meaning of Section 6111(c) or
Section 6111(d) of the Code as in effect immediately prior to the enactment of
the American Jobs Creation Act of 2004, or has ever "participated" in a
"reportable transaction" within the meaning of Treasury Regulation Section
1.6011-4, except as could not be reasonably expected to, individually or in the
aggregate, result in a Material Adverse Effect.

         (b)      None of the Loan Parties nor any of their respective Tax
Affiliates has obligation under any tax sharing agreement other than any such
agreement permitted under SECTION 8.9(F).

         Section 4.9       FULL DISCLOSURE

         The written, factual information (other than projections, budgets,
other estimates and general market data) concerning any of Co-Borrower or its
Subsidiaries prepared or fur-

                                      -86-
<PAGE>

nished by or on behalf Co-Borrower, Parent or Borrower to the Administrative
Agent or any Lender in connection with this Agreement or the Closing Date
Related Documents or the consummation of the transactions contemplated hereunder
and thereunder, including the information contained in the Disclosure Documents,
taken as a whole, did not and does not, as of the date furnished (or as of the
Initial Closing Date), contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements contained therein or
herein, taken as a whole, not misleading in light of the circumstances under
which such statements were and are made.

         Section 4.10      MARGIN REGULATIONS

         No Loan Party is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U of the Federal Reserve Board), and no proceeds of any Loan will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock in contravention of
Regulation T, U or X of the Federal Reserve Board.

         Section 4.11      NO BURDENSOME RESTRICTIONS; NO DEFAULTS

         (a)      None of Co-Borrower or any of its Subsidiaries (i) is a party
to any Contractual Obligation the compliance with one or more of which would
have, in the aggregate, a Material Adverse Effect or (ii) is subject to one or
more Constituent Document restrictions that would, in the aggregate, have a
Material Adverse Effect.

         (b)      None of Co-Borrower or any of its Subsidiaries is in default
under or with respect to any Contractual Obligation owed by it and, to the
knowledge of Co-Borrower, Parent and Borrower, no other party is in default
under or with respect to any Contractual Obligation owed to any Loan Party or to
any Subsidiary of any Loan Party, other than, in either case, (i) those defaults
that, in the aggregate, would not have a Material Adverse Effect, (ii) during
the Refinancing Grace Period only, defaults under Indebtedness listed on
SCHEDULE 7.11(A) and (iii) until the Second Closing Date only, defaults under
Indebtedness listed on SCHEDULE 8.1(B).

         (c)      No Default or Event of Default has occurred and is continuing.

         (d)      To the knowledge of Co-Borrower, Parent and Borrower, there
are no Requirements of Law applicable to any Loan Party or any Subsidiary of any
Loan Party the compliance with which by such Loan Party or such Subsidiary, as
the case may be, would, in the aggregate, have a Material Adverse Effect.

         Section 4.12      INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
                           COMPANY ACT

         None of Co-Borrower or any of its Subsidiaries is (a) an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the U.S. Investment
Company Act of 1940, as amended, or (b) a "holding company" or an "affiliate" of
a "holding company" or a "subsidiary company" of a "holding company," as each
such term is defined and used in the U.S. Public Utility Holding Company Act of
1935, as amended.

                                      -87-
<PAGE>

         Section 4.13      USE OF PROCEEDS

         The proceeds of the Loans and (in the case of clause (d)) the Letters
of Credit are being used by Borrower and Co-Borrower (and, to the extent
distributed to them by Borrower or Co-Borrower, each other Loan Party) solely
(a) in the case of Term Loans, to consummate the RTM Refinancing and the ARG
Refinancing, (b) in the case of Term Loans, to finance the RTM Acquisitions and
for the payment of related transaction costs, fees and expenses, (c) for the
payment of transaction costs, fees and expenses incurred in connection with this
Agreement and the transactions contemplated hereby, (d) in the case of Revolving
Loans and Letters of Credit, for working capital and general corporate purposes
(including to make Permitted Acquisitions) and (e) other than with respect to
Loans made on the Initial Closing Date, to maintain as cash on the Consolidated
balance sheet of Co-Borrower and its Subsidiaries.

         Section 4.14      INSURANCE

         All policies of insurance of any kind or nature of Co-Borrower or any
of its Subsidiaries, including policies of fire, theft, product liability,
public liability, property damage, other casualty, employee fidelity, workers'
compensation and employee health and welfare insurance, are in full force and
effect and are of a nature and provide such coverage as, in the reasonable
business judgment of a Responsible Officer of Co-Borrower, is sufficient,
appropriate and prudent for a business of the size and character of such Person.

         Section 4.15      LABOR MATTERS

         (a)      There are no strikes, work stoppages, slowdowns or lockouts
pending or threatened against or involving Co-Borrower or any of its
Subsidiaries other than, after the Second Closing Date only, those that in the
aggregate would not have a Material Adverse Effect.

         (b)      There are no (i) unfair labor practices, grievances,
complaints or arbitrations pending or, to Co-Borrower's, Parent's and Borrower's
knowledge, threatened, against or involving Co-Borrower or any of its
Subsidiaries or (ii) any arbitrations or grievances threatened involving
Co-Borrower or any of its Subsidiaries, other than in the case of both clauses
(i) and (ii) those that, in the aggregate, would not have a Material Adverse
Effect.

         (c)      Except as set forth on SCHEDULE 4.15, as of the Initial
Closing Date, there is no collective bargaining agreement covering any employee
of Co-Borrower or its Subsidiaries.

         Section 4.16      ERISA

         (a)      SCHEDULE 4.16 separately identifies as of the date hereof all
Title IV Plans and all Multiemployer Plans to which Co-Borrower or any of its
Subsidiaries has any obligation or liability, contingent or otherwise.

         (b)      Each employee benefit plan of Co-Borrower or any of its
Subsidiaries intended to qualify under Section 401 of the Code does so qualify,
and any trust created thereunder is exempt from tax under the provisions of
Section 501 of the Code, except where such failures, in the aggregate, would not
have a Material Adverse Effect.

                                      -88-
<PAGE>

         (c)      Each Title IV Plan is in compliance in all material respects
with applicable provisions of ERISA, the Code and other Requirements of Law
except for non-compliances that, in the aggregate, would not have a Material
Adverse Effect.

         (d)      There has not been, nor is there reasonably expected to occur,
any ERISA Event other than those that, in the aggregate, would not have a
Material Adverse Effect.

         (e)      Except to the extent set forth on SCHEDULE 4.16, none of
Co-Borrower or any of its Subsidiaries or any ERISA Affiliate would have any
Withdrawal Liability as a result of a complete withdrawal as of the date hereof
from any Multiemployer Plan.

         Section 4.17      ENVIRONMENTAL MATTERS

         Except as would not, in the aggregate, result in Co-Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs after the date hereof
that would have a Material Adverse Effect,

         (a)      the operations and Real Property of Co-Borrower and each of
     its Subsidiaries have been and are in compliance with all and are not
     subject to liabilities pursuant to Environmental Laws, including obtaining
     and complying with all Permits required under Environmental Laws;

         (b)      none of Co-Borrower or any of its Subsidiaries or any Real
     Property currently or, to the knowledge of Co-Borrower, Parent and
     Borrower, previously owned, operated or leased by or for Co-Borrower or any
     of its Subsidiaries or any of their respective predecessors in interest is
     subject to any pending or, to the knowledge of Co-Borrower, Parent and
     Borrower, threatened, claim, order, agreement, notice of violation or
     notice of potential liability, or is the subject of any pending or
     threatened proceeding or governmental investigation under or pursuant to
     Environmental Laws;

         (c)      there are no underground storage tanks, active or abandoned,
     or related piping, including, without limitation, petroleum storage tanks
     or disposal areas, on or under any Real Property currently or formerly
     owned, leased or operated by Co-Borrower or any of its Subsidiaries or any
     of their respective predecessors in interest;

         (d)      no Real Property currently or formerly owned, leased or
     operated by Co-Borrower or any of its Subsidiaries or any of their
     respective predecessors in interest and no locations to which such entities
     have arranged for disposal or treatment of any Contaminant are listed or
     formally proposed for listing on the Natural Priorities List promulgated
     pursuant to CERCLA, on the Comprehensive Environmental Response,
     Compensation and Liability Information System promulgated pursuant to
     CERCLA or on any similar list promulgated by a Governmental Authority or
     are the subject of an enforcement action by any Governmental Authority or
     of other Remedial Action;

         (e)      there are no polychlorinated biphenyls ("PCB"), PCB-containing
     equipment, asbestos, asbestos-containing building materials or urea
     formaldehyde present at any Real Property owned, leased or operated by
     Co-Borrower or any of its Subsidiaries;

                                      -89-
<PAGE>

         (f)      there are no facts, circumstances or conditions arising out of
     or relating to the operations or ownership of Co-Borrower or its
     Subsidiaries or any of their respective predecessors in interest or of Real
     Property owned, operated, leased or used by Co-Borrower or any of its
     Subsidiaries, or otherwise assumed by contract, agreement or operation of
     law, that could result in Environmental Liabilities and Costs;

         (g)      as of the date hereof, no Environmental Lien has attached to
     any property of Co-Borrower or any of its Subsidiaries and, to the
     knowledge of Co-Borrower, Parent and Borrower, no facts, circumstances or
     conditions exist that could reasonably be expected to result in any such
     Lien attaching to any such property; and

         (h)      as of the Initial Closing Date, Co-Borrower and each of its
     Subsidiaries have provided the Lenders with copies of all environmental or
     health or safety audits, studies, assessments, inspections, investigations
     or other environmental health and safety reports relating to the operations
     of Co-Borrower or any of its Subsidiaries or any Real Property of any of
     them and, in each case, any of their respective predecessors in interest
     that are in the possession, custody or control of Co-Borrower or any of its
     Subsidiaries.

         Section 4.18      INTELLECTUAL PROPERTY

         Except as disclosed on SCHEDULE 4.18, (a) Co-Borrower and its
Subsidiaries own or license or otherwise have the right to use all patents,
patent applications, trademarks (and the goodwill appurtenant thereto),
trademark applications (and the goodwill appurtenant thereto), service marks,
trade names, copyrights, Internet domain names and other intellectual property
rights (including all Intellectual Property) that are necessary for the
operations of their respective businesses, including all trade names associated
with any private label brands of Co-Borrower or any of its Subsidiaries and (b)
to Borrower's and Co-Borrower's knowledge, patent, patent application,
trademark, trademark application, service mark, trade name, copyright, copyright
application, Internet domain name, franchise, authorization, other intellectual
property right (including all Intellectual Property), slogan or other
advertising device, product, process, method, substance, part or component, or
other material now employed, or now contemplated to be employed, by Co-Borrower
or any of its Subsidiaries infringes upon or conflicts in any material respect
with any rights owned by any other Person, and no claim or litigation regarding
any of the foregoing is pending against Co-Borrower or any of its Subsidiaries
or, to the knowledge of Co-Borrower and its Subsidiaries, is threatened, which
in either case is reasonably likely to result in a material liability to any
Loan Party.

         Section 4.19      TITLE; REAL PROPERTY

         (a)      Each of Co-Borrower and its Subsidiaries has good and
marketable title to, or valid leasehold interests in, all Real Property and good
title to all personal property, in each case that is purported to be owned or
leased by it, including those reflected on the most recent Financial Statements
delivered by Borrower, and none of such properties and assets is subject to any
Lien, except Liens permitted under SECTION 8.2. Co-Borrower and its Subsidiaries
have received all deeds, assignments, waivers, consents, non-disturbance and
recognition or similar agreements, bills of sale and other documents in respect
of, and have duly effected all recordings, filings and other actions necessary
to establish, protect and perfect, Co-Borrower's and its Sub-

                                      -90-
<PAGE>

sidiaries' right, title and interest in and to all such property, other than
those that the failure to receive or effect, in the aggregate, would not have a
Material Adverse Effect.

         (b)      Set forth on SCHEDULE 4.19 is a complete and accurate list of
all Real Property of each Loan Party and its Subsidiaries and showing, as of the
Initial Closing Date, the current street address (including, where applicable,
county, state and other relevant jurisdictions), record owner (where Co-Borrower
or its Subsidiaries own such Real Property) or (where Co-Borrower or its
Subsidiaries lease such Real Property) lessee thereof.

         (c)      All Permits required to have been issued or appropriate to
enable all Real Property of Co-Borrower or any of its Subsidiaries to be
lawfully occupied and used for all of the purposes for which they are currently
occupied and used have been lawfully issued and are in full force and effect,
other than those that, in the aggregate, would not have a Material Adverse
Effect.

         (d)      Except as set forth on SCHEDULE 4.19(D), none of Co-Borrower
or any of its Subsidiaries has received any notice, or has any knowledge, of any
pending, threatened or contemplated condemnation proceeding affecting any Real
Property of Co-Borrower or any of its Subsidiaries or any part thereof, except
those that, in the aggregate, would not have a Material Adverse Effect.

         Section 4.20      CLOSING DATE RELATED DOCUMENTS

         (a)      As of the Initial Closing Date, the execution, delivery and
performance by each Loan Party of the Closing Date Related Documents to which it
is a party and the consummation of the transactions contemplated thereby by such
Loan Party:

         (i)      are within such Loan Party's respective corporate, limited
     liability company, partnership or other powers;

         (ii)     have been duly authorized by all necessary corporate or other
     action, including the consent of stockholders where required;

         (iii)    do not and will not (A) contravene or violate any Loan Party's
     or any of its Subsidiaries' respective Constituent Documents, (B) violate
     any other Requirement of Law applicable to any Loan Party, (C) conflict
     with or result in the breach of, constitute a default under, or result in
     or permit the termination or acceleration of, any Contractual Obligation of
     any Loan Party or any of its Subsidiaries, except for those that, in the
     aggregate, would not have a Material Adverse Effect (it being understood
     that certain Indebtedness of the Acquired Businesses will be repaid on the
     Second Closing Date) or (D) result in the creation or imposition of any
     Lien upon any property of any Loan Party or any of its Subsidiaries other
     than a Lien permitted under SECTION 8.2; and

         (iv)     do not require the consent of, authorization by, approval of,
     notice to, or filing or registration with, any Governmental Authority or
     any other Person, other than those that (A) will have been obtained at the
     Initial Closing Date, each of which will be in full force and effect on the
     Initial Closing Date and none of which will on the Initial Closing Date
     impose materially adverse conditions upon the exercise of control by (1)

                                      -91-
<PAGE>

     Co-Borrower over Parent, (2) Parent over Borrower or (3) Borrower over any
     of its Subsidiaries and (B) in the aggregate, if not obtained, would not
     have a Material Adverse Effect.

         (b)      Each of the Closing Date Related Documents has been duly
executed and delivered by each Loan Party party thereto and on the Initial
Closing Date will be the legal, valid and binding obligation of each Loan Party
party thereto, enforceable against such Loan Party in accordance with its terms,
except as such enforceability may be limited by general principles of equity and
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally.

         (c)      None of the Closing Date Related Documents has been amended or
modified in any respect and no provision therein has been waived, except in each
case to the extent permitted by SECTION 8.12.

         (d)      The Secured Obligations constitute "Senior Debt," "Designated
Senior Debt" or any terms of similar application (if applicable) defined in any
Subordinated Debt Document in respect of any Permitted Subordinated Debt (if
any). No other Indebtedness qualifies as "Designated Senior Debt" pursuant to
any Permitted Subordinated Debt.

         Section 4.21      COLLATERAL DOCUMENTS

         (a)      PLEDGE AND SECURITY AGREEMENT. The Pledge and Security
Agreement is effective to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, legal, valid and enforceable Liens on, and
security interests in, the Collateral and, (i) when financing statements and
other filings in appropriate form are filed in the offices specified on SCHEDULE
4.21 and (ii) upon the taking of possession or control by the Collateral Agent
of the Collateral with respect to which a security interest may be perfected
only by possession or control (which possession or control shall be given to the
Collateral Agent to the extent possession or control by the Collateral Agent is
required by the Pledge and Security Agreement), the Liens created by the Pledge
and Security Agreement shall constitute fully perfected Liens on, and security
interests in, all right, title and interest of the grantors in the Collateral
(other than such Collateral in which a security interest cannot be perfected
under the UCC as in effect at the relevant time in the relevant jurisdiction),
in each case subject to no Liens other than Customary Permitted Liens.

         (b)      COPYRIGHT OFFICE FILING. When the Pledge and Security
Agreement or a short form thereof is filed in the United States Copyright Office
and the state offices specified on SCHEDULE 4.21, the Liens created by the
Pledge and Security Agreement shall constitute fully perfected Liens on, and
security interests in, all right, title and interest of the grantors thereunder
in the Copyrights (each as defined in the Pledge and Security Agreement), in
each case subject to no Liens other than Customary Permitted Liens.

         (c)      VALID LIENS. Each Collateral Document delivered pursuant to
SECTIONS 7.11 and 7.16 will, upon execution and delivery thereof, be effective
to create in favor of the Collateral Agent, for the benefit of the Secured
Parties, legal, valid and enforceable Liens on, and security interests in, all
of the Loan Parties' right, title and interest in and to the Collateral
thereunder, and (i) when all appropriate filings or recordings are made in the
appropriate offices

                                      -92-
<PAGE>

as may be required under applicable law and (ii) upon the taking of possession
or control by the Collateral Agent of such Collateral with respect to which a
security interest may be perfected only by possession or control (which such
possession or control shall be given to the Collateral Agent to the extent
required by any Collateral Document), such Collateral Document will constitute
fully perfected Liens on, and security interests in, all right, title and
interest of the Loan Parties in such Collateral, in each case subject to no
Liens other than Customary Permitted Liens or other Liens permitted hereunder.

                                    ARTICLE V

                               FINANCIAL COVENANTS

         Borrower agrees with the Lenders, the Issuers and the Collateral Agent
to each of the following, until all Secured Obligations are paid in full and, in
each case, unless the Requisite Lenders otherwise consent in writing:

         Section 5.1       MAXIMUM LEVERAGE RATIO

         Borrower agrees with the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall have, on
the last day of each Fiscal Quarter set forth below, a Leverage Ratio of not
more than the maximum ratio set forth below opposite such Fiscal Quarter:

        FISCAL QUARTER ENDING CLOSEST TO                  MAXIMUM LEVERAGE RATIO
        --------------------------------                  ----------------------
        September 30, 2005...........................     4.75 to 1
        January 1, 2006 .............................     4.75 to 1

        March 31, 2006...............................     4.75 to 1
        June 30, 2006................................     4.75 to 1
        September 30, 2006...........................     4.50 to 1
        December 31, 2006............................     4.50 to 1

        March 31, 2007...............................     4.25 to 1
        June 30, 2007................................     4.25 to 1
        September 30, 2007...........................     4.00 to 1
        December 30, 2007............................     4.00 to 1

        March 31, 2008...............................     3.75 to 1
        June 30, 2008................................     3.75 to 1
        September 30, 2008...........................     3.50 to 1
        December 28, 2008............................     3.50 to 1

        March 31, 2009...............................     3.50 to 1
        June 30, 2009................................     3.50 to 1
        September 30, 2009...........................     3.25 to 1
        January 3, 2010..............................     3.25 to 1

                                      -93-
<PAGE>

        FISCAL QUARTER ENDING CLOSEST TO                  MAXIMUM LEVERAGE RATIO
        --------------------------------                  ----------------------
        March 31, 2010...............................     3.25 to 1
        June 30, 2010................................     3.25 to 1
        September 30, 2010...........................     3.25 to 1
        January 2, 2011..............................     3.25 to 1

        March 31, 2011...............................     3.25 to 1
        June 30, 2011................................     3.25 to 1
        September 30, 2011...........................     3.25 to 1
        January 1, 2012..............................     3.25 to 1

        March 31, 2012...............................     3.25 to 1
        June 30, 2012................................     3.25 to 1

         Section 5.2       MAXIMUM LEASE ADJUSTED LEVERAGE RATIO

         Borrower agrees with the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall have, on
the last day of each Fiscal Quarter set forth below, a Lease Adjusted Leverage
Ratio of not more than the maximum ratio set forth below opposite such Fiscal
Quarter:

                                                          MAXIMUM LEASE ADJUSTED
        FISCAL QUARTER ENDING CLOSEST TO                  LEVERAGE RATIO
        --------------------------------                  ----------------------
        September 30, 2005...........................     5.75 to 1
        January 1, 2006..............................     5.75 to 1

        March 31, 2006...............................     5.75 to 1
        June 30, 2006................................     5.75 to 1
        September 30, 2006...........................     5.50 to 1
        December 31, 2006............................     5.50 to 1

        March 31, 2007...............................     5.25 to 1
        June 30, 2007................................     5.25 to 1
        September 30, 2007...........................     5.25 to 1
        December 30, 2007............................     5.25 to 1

        March 31, 2008...............................     5.00 to 1
        June 30, 2008................................     5.00 to 1
        September 30, 2008...........................     5.00 to 1
        December 28, 2008............................     5.00 to 1

                                      -94-
<PAGE>

                                                          MAXIMUM LEASE ADJUSTED
        FISCAL QUARTER ENDING CLOSEST TO                  LEVERAGE RATIO
        --------------------------------                  ----------------------
        March 31, 2009...............................     4.75 to 1
        June 30, 2009................................     4.75 to 1
        September 30, 2009...........................     4.75 to 1
        January 3, 2010..............................     4.75 to 1

        March 31, 2010...............................     4.75 to 1
        June 30, 2010................................     4.75 to 1
        September 30, 2010...........................     4.75 to 1
        January 2, 2011..............................     4.75 to 1

        March 31, 2011...............................     4.75 to 1
        June 30, 2011................................     4.75 to 1
        September 30, 2011...........................     4.75 to 1
        January 1, 2012..............................     4.75 to 1

        March 31, 2012...............................     4.75 to 1
        June 30, 2012................................     4.75 to 1

         Section 5.3       MINIMUM INTEREST COVERAGE RATIO

         Borrower agrees with the Administrative Agent and each Revolving Credit
Lender, Term Loan Lender, Swing Loan Lender and Issuer that it shall have an
Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter
ending after the Initial Closing Date, for the four Fiscal Quarters ending on
such day, of at least 3.00 to 1.

         Section 5.4       MAXIMUM CAPITAL EXPENDITURES

         (a)      Borrower shall not make or incur, and shall not permit any of
its Subsidiaries to make or incur, Capital Expenditures (other than Capital
Expenditures permitted pursuant to SECTION 5.4(B)) during each of the periods
set forth below, in the aggregate, in excess of the maximum amount set forth
below for such period:

PERIOD                                              MAXIMUM CAPITAL EXPENDITURES
- ------                                              ----------------------------
January 1, 2005 through January 1, 2006.............    $55,000,000

January 2, 2006 through December 31, 2006...........    $40,000,000

January 1, 2007 through December 30, 2007...........    $40,000,000

December 31, 2007 through December 28, 2008.........    $40,000,000

December 29, 2008 through January 3, 2010...........    $40,000,000

                                      -95-
<PAGE>

January 4, 2010 through January 2, 2011.............    $40,000,000

January 3, 2011 through January 1, 2012.............    $40,000,000

January 2, 2012 through the Term Loan Maturity Date.    $40,000,000

; PROVIDED, HOWEVER, that to the extent that actual Capital Expenditures for any
such period shall be less than the maximum amount set forth above for such
period (without giving effect to the carryover permitted by this proviso), the
difference between said stated maximum amount and such actual Capital
Expenditures shall, in addition, be available for Capital Expenditures in the
next succeeding period (but not any subsequent succeeding period).

         (b)      Notwithstanding SECTION 5.4(A), so long as no Event of Default
has occurred and is continuing, Borrower and its Restricted Subsidiaries shall
be permitted to make Restaurant Build-Out Capital Expenditures (i) in respect of
not more than 35 separate free-standing quick service restaurant locations
(each, a "TRADITIONAL QSR") during the period from the Initial Closing Date
through January 1, 2006 and in respect of not more than 60 Traditional QSRs in
each subsequent Fiscal Year and (ii) in respect of any quick service restaurant
location other than a Traditional QSR (each, a "NON-TRADITIONAL QSR") during the
periods set forth below, of not more than the number set forth below for each
such period:

Initial Closing Date through January 1, 2006..........................       15
January 2, 2006 through December 31, 2006.............................       25
January 1, 2007 through December 30, 2007.............................       50
December 31, 2007 through December 28, 2008...........................       70
December 29, 2008 through January 3, 2010.............................       95
January 4, 2010 through January 2, 2011...............................      120
January 3, 2011 through January 1, 2012...............................      120
January 2, 2012 through the Term Loan Maturity Date...................       80

; PROVIDED, HOWEVER, to the extent that the actual number of Traditional QSRs or
Non-Traditional QSRs shall be less than the maximum number set forth above for
such period (without giving effect to the carryover permitted by this proviso)
the difference between said stated maximum number and such actual number shall,
in addition, be available for Restaurant Build-Out Capital Expenditures in the
next succeeding period (but not any subsequent succeeding period); and PROVIDED,
FURTHER, that for purposes of computing the maximum amounts set forth in this
SECTION 5.4(B), Borrower may at any time, in lieu of making Restaurant Build-Out
Capital Expenditures in respect of one Traditional QSR, make such expenditures
with respect to three Non-Traditional QSRs and, in lieu of making Restaurant
Build-Out Capital Expenditures in respect of three Non-Traditional QSRs, make
such expenditures with respect to one Traditional QSR.

          (c)     Co-Borrower and Parent shall not make any Capital
Expenditures.

                                      -96-
<PAGE>

                                   ARTICLE VI

                               REPORTING COVENANTS

         Each of Co-Borrower, Parent and Borrower agrees with the Lenders, the
Issuers and the Collateral Agent to each of the following, until all Secured
Obligations are paid in full and, in each case, unless the Requisite Lenders
otherwise consent in writing:

         Section 6.1       FINANCIAL STATEMENTS

         Borrower shall furnish to the Administrative Agent and the Lenders each
of the following:

         (a)      QUARTERLY REPORTS. Within 60 days after the end of each of the
     first three Fiscal Quarters of each Fiscal Year (or within three Business
     Days following such earlier date on which Co-Borrower, Parent or Borrower
     is required to file a Form 10-Q under the Exchange Act), financial
     information regarding Borrower and its Subsidiaries consisting of
     Consolidated unaudited balance sheets of Borrower and its Subsidiaries as
     of the close of such quarter and the related statements of income and cash
     flow for such quarter and that portion of the Fiscal Year ending as of the
     close of such quarter setting forth in comparative form the figures for the
     corresponding period in the prior year (PROVIDED that Borrower shall not be
     required to provide comparative figures for any such corresponding period
     ended prior to September 30, 2005), a note with a consolidating balance
     sheet and statements of income and cash flows separating out Co-Borrower,
     Parent, Borrower and each Unrestricted Subsidiary (which shall be required
     only if Borrower has, or during such Fiscal Quarter had, any Unrestricted
     Subsidiaries), and budgeted amounts, in each case (other than budgeted
     amounts) certified by a Responsible Officer of Borrower as fairly
     presenting in all material respects the Consolidated financial position of
     Borrower and its Subsidiaries as at the dates indicated and the results of
     their operations and cash flow for the periods indicated in accordance with
     GAAP (subject to the absence of footnote disclosure (other than the
     consolidating footnote referenced above) and normal year-end audit
     adjustments).

         (b)      ANNUAL REPORTS. Within 120 days after the end of each Fiscal
     Year (or within three Business Days following such earlier date on which
     Co-Borrower, Parent or Borrower is required to file a Form 10-K under the
     Exchange Act), financial information regarding Borrower and its
     Subsidiaries consisting of Consolidated balance sheets of Borrower and its
     Subsidiaries as of the end of such year and related statements of income
     and cash flows of Borrower and its Subsidiaries for such Fiscal Year, and
     notes thereto (including a note with a consolidating balance sheet and
     statements of income and cash flows separating out Co-Borrower, Parent,
     Borrower and each Unrestricted Subsidiary if Borrower has, or during such
     Fiscal Year had, any Unrestricted Subsidiares), all prepared in accordance
     with GAAP and audited, without qualification, by Borrower's Accountants,
     together with the report of such accounting firm stating that (i) such
     Financial Statements fairly present in all material respects the
     Consolidated financial position of Borrower and its Subsidiaries as at the
     dates indicated and the results of their operations and cash flow for the
     periods indicated in accordance with GAAP applied on a basis con-

                                      -97-
<PAGE>

     sistent with prior years (except for changes with which Borrower's
     Accountants shall concur and that shall have been disclosed in the notes to
     the Financial Statements) and (ii) the examination by Borrower's
     Accountants in connection with such Consolidated Financial Statements has
     been made in accordance with generally accepted auditing standards.

         (c)      COMPLIANCE CERTIFICATE. Together with each delivery of any
     Financial Statement pursuant to clause (a) or (b) above, a certificate of a
     Responsible Officer of Borrower substantially in the form of EXHIBIT K
     (each, a "COMPLIANCE CERTIFICATE") (i) showing in reasonable detail the
     calculations used in determining the Leverage Ratio (for purposes of
     determining the Applicable Margin) and demonstrating compliance with each
     of the financial covenants contained in ARTICLE V that is tested on a
     quarterly basis, (ii) stating that no Default or Event of Default has
     occurred and is continuing or, if a Default or an Event of Default has
     occurred and is continuing, stating the nature thereof and the action that
     Borrower proposes to take with respect thereto and (iii) with the delivery
     of Financial Statements pursuant to SECTION 6.1(B) only, showing in
     reasonable detail compliance with SECTION 5.4.

         (d)      CORPORATE CHART AND OTHER COLLATERAL UPDATES. Together with
     each delivery of any Financial Statement pursuant to clause (a) or (b)
     above, (i) a certificate of a Responsible Officer of Borrower certifying
     that the Corporate Chart attached thereto (or the last Corporate Chart
     delivered pursuant to this clause (d)) is true, correct, complete and
     current as of the date of such Financial Statement and (ii) a certificate
     of a Responsible Officer of Borrower in form and substance reasonably
     satisfactory to the Administrative Agent that all certificates, statements,
     updates and other documents (including updated schedules) required to be
     delivered pursuant to the Pledge and Security Agreement by any Loan Party
     in the preceding Fiscal Quarter have been delivered thereunder (or such
     delivery requirement was otherwise duly waived or extended). The reporting
     requirements set forth in this clause (d) are in addition to, and are not
     intended to and shall not replace or otherwise modify, any obligation of
     any Loan Party under any Loan Document (including other notice or reporting
     requirements). Compliance with the reporting obligations in this clause (d)
     shall only provide notice to the Administrative Agent and shall not, by
     itself, modify any obligation of any Loan Party under any Loan Document,
     update any Schedule to this Agreement or any schedule to any other Loan
     Document or cure, or otherwise modify in any way, any failure to comply
     with any covenant, or any breach of any representation or warranty,
     contained in any Loan Document or any other Default or Event of Default.

         (e)      BUSINESS PLAN. Not later than 90 days after the end of each
     Fiscal Year, and containing substantially the types of financial
     information contained in the Projections, (i) the annual business plan of
     Borrower and its Subsidiaries and, if different, of Borrower and its
     Restricted Subsidiaries, for the Fiscal Year next succeeding such Fiscal
     Year and (ii) forecasts prepared by management of Borrower for each of the
     two Fiscal Years next succeeding such Fiscal Year (but in any event not
     beyond the Fiscal Year in which the Term Loan Maturity Date is scheduled to
     occur), including, in each instance described in clauses (ii) and (iii)
     above, (x) a projected year-end Consolidated balance

                                      -98-
<PAGE>

     sheet and income statement and statement of cash flows and (y) a statement
     of all of the material assumptions on which such forecasts are based.

         (f)      INTERCOMPANY LOAN BALANCES. Together with each delivery of any
     Financial Statement pursuant to clause (b) above, a summary of the
     outstanding balance of all intercompany Indebtedness as of the last day of
     the fiscal month covered by such Financial Statement, certified by a
     Responsible Officer of Borrower.

         Section 6.2       DEFAULT NOTICES

         As soon as practicable, and in any event within five Business Days
after a Responsible Officer of any Loan Party has actual knowledge of the
existence of any Default, Event of Default or other event having had a Material
Adverse Effect, Borrower shall give the Administrative Agent notice specifying
the nature of such Default or Event of Default or other event, which notice, if
given by telephone, shall be promptly confirmed in writing on the next Business
Day.

         Section 6.3       LITIGATION

         Promptly after the commencement thereof, Borrower shall give the
Administrative Agent written notice of the commencement of all actions, suits
and proceedings before any domestic or foreign Governmental Authority or
arbitrator affecting Co-Borrower or any of its Subsidiaries that, in the
reasonable judgment of Borrower, expose Co-Borrower or any of its Subsidiaries
to liability that would have a Material Adverse Effect.

         Section 6.4       ASSET SALES

         Prior to any Asset Sale whose Net Cash Proceeds are anticipated to
exceed $10,000,000, Borrower shall send the Administrative Agent a notice (a)
describing such Asset Sale or the nature and material terms and conditions of
such transaction and (b) stating the estimated Net Cash Proceeds anticipated to
be received by any Loan Party.

         Section 6.5       NOTICES UNDER CLOSING DATE RELATED DOCUMENTS

         Promptly after the sending or filing thereof, Co-Borrower, Parent or
Borrower, as the case may be, shall send the Administrative Agent copies of all
material notices or certificates delivered pursuant to, or in connection with,
any Closing Date Related Document.

         Section 6.6       SEC FILINGS; PRESS RELEASES

         Promptly after the sending or filing thereof, Borrower shall send the
Administrative Agent copies of (a) all reports that any Loan Party sends to its
security holders generally, (b) all reports and registration statements that
Co-Borrower or any Subsidiary of Co-Borrower files with the Securities and
Exchange Commission or any national or foreign securities exchange or the
National Association of Securities Dealers, Inc., (c) subject to confidentiality
requirements, all reports that any Loan Party provides to any of its lenders or
any holders of its debt securities (other than reports provided solely to
Sponsor or Related Persons) and (d) all

                                      -99-
<PAGE>

other written statements concerning material changes or developments in the
business of such Loan Party made available by any Loan Party to the public or
any other creditor.

         Section 6.7       LABOR RELATIONS

         Promptly after becoming aware of the same, Borrower shall give the
Administrative Agent written notice of (a) any material labor dispute to which
Co-Borrower or any of its Subsidiaries is a party, including any strikes,
lockouts or other material disputes relating to any of such Person's plants and
other facilities, and (b) any Worker Adjustment and Retraining Notification Act
or related liability incurred with respect to the closing of any plant or other
facility of any such Person.

         Section 6.8       INSURANCE

         As soon as is practicable and in any event within 90 days after the end
of each Fiscal Year, Borrower shall furnish the Administrative Agent with (a) a
report in form and substance reasonably satisfactory to the Administrative Agent
outlining all material insurance coverage maintained as of the date of such
report by Co-Borrower or any of its Subsidiaries and the duration of such
coverage and (b) an insurance broker's statement that all premiums then due and
payable with respect to such coverage have been paid and confirming that, with
respect to all such insurance coverage constituting property, general liability,
excess liability or other similar insurance maintained by any Loan Party, the
Collateral Agent, on behalf of the Secured Parties, has been named as loss payee
and/or additional insured, as applicable. For the avoidance of doubt, the
foregoing shall not prevent third parties from being named loss payee or
additional insured in respect of insurance relating to specific property on
which such third party has a Lien that is permitted hereunder.

         Section 6.9       ERISA MATTERS

         Borrower shall furnish the Administrative Agent (with sufficient copies
for each of the Lenders) each of the following:

         (a)      promptly and in any event within 30 days after Co-Borrower,
     any of its Subsidiaries or any ERISA Affiliate knows or has reason to know
     that any ERISA Event has occurred, written notice describing such event;

         (b)      promptly and in any event within 10 days after Co-Borrower,
     any of its Subsidiaries or any ERISA Affiliate knows or has reason to know
     that a request for a minimum funding waiver under Section 412 of the Code
     has been filed with respect to any Title IV Plan or Multiemployer Plan, a
     written statement of a Responsible Officer of Borrower describing such
     ERISA Event or waiver request and the action, if any, Co-Borrower, its
     Subsidiaries and ERISA Affiliates propose to take with respect thereto and
     a copy of any notice filed with the PBGC or the IRS pertaining thereto; and

         (c)      simultaneously with the date that Co-Borrower, any of its
     Subsidiaries or any ERISA Affiliate files a notice of intent to terminate
     any Title IV Plan, if such termination would require material additional
     contributions in order to be considered a standard termination within the
     meaning of Section 4041(b) of ERISA, a copy of each notice.

                                     -100-
<PAGE>

         Section 6.10      ENVIRONMENTAL MATTERS

         Borrower shall provide the Administrative Agent promptly and in any
event within 10 days after Co-Borrower or any of its Subsidiaries learning of
any of the following, written notice of each of the following:

         (a)      that any Loan Party or any Subsidiary of any Loan Party is or
     may be liable to any Person as a result of a Release or threatened Release
     that could reasonably be expected to subject such Loan Party or such
     Subsidiary to Environmental Liabilities and Costs that would have a
     Material Adverse Effect;

         (b)      the receipt by any Loan Party or any Subsidiary of any Loan
     Party of notification that any real or personal property of such Loan Party
     or such Subsidiary is or is reasonably likely to be subject to any material
     Environmental Lien;

         (c)      the receipt by any Loan Party or any Subsidiary of any Loan
     Party of any notice of violation of or potential liability under, or
     knowledge by such Loan Party or such Subsidiary that there exists a
     condition that could reasonably be expected to result in a violation of or
     liability under, any Environmental Law, except for violations and
     liabilities the consequence of which, in the aggregate, would not be
     reasonably likely to subject the Loan Parties and their Subsidiaries
     collectively to Environmental Liabilities and Costs that would have a
     Material Adverse Effect;

         (d)      the commencement of any judicial or administrative proceeding
     or investigation alleging a violation of or liability under any
     Environmental Law that, in the aggregate, if adversely determined, would
     have a reasonable likelihood of subjecting the Loan Parties and their
     Subsidiaries collectively to Environmental Liabilities and Costs that would
     have a Material Adverse Effect;

         (e)      any proposed acquisition of stock, assets or real estate, any
     proposed leasing of property or any other action by any Loan Party or any
     of its Subsidiaries the consequences of which, in the aggregate, would have
     reasonable likelihood of subjecting the Loan Parties and their Subsidiaries
     collectively to Environmental Liabilities and Costs that would have a
     Material Adverse Effect;

         (f)      any proposed actions by any Loan Party or any of its
     Subsidiaries or any proposed change in Environmental Laws that, in the
     aggregate, have a reasonable likelihood of requiring the Loan Parties or
     their Subsidiaries to obtain additional environmental, health or safety
     Permits or requiring the Loan Parties to make additional capital
     improvements to obtain compliance with Environmental Laws or subjecting the
     Loan Parties and their Subsidiaries to additional Environmental Liabilities
     and Costs that, in the aggregate, would have a Material Adverse Effect; and

         (g)      upon written request by any Lender through the Administrative
     Agent, a report providing an update of the status of any environmental,
     health or safety compliance, hazard or liability issue identified in any
     notice or report delivered pursuant to this Agreement.

                                     -101-
<PAGE>

         Section 6.11      PROPERTY LOSS EVENT

         Promptly after the occurrence thereof (and in any case within 10
Business Days), Borrower shall provide notice to the Administrative Agent, in
reasonable detail, of any Property Loss Event.

         It is understood and agreed that if a Reinvestment Notice has been
given in accordance with the terms of this Agreement with respect to a Property
Loss Event, or if insurance proceeds are received by the Collateral Agent as a
result of loss or damage that does not constitute a Property Loss Event and no
Event of Default has occurred and is continuing, the Collateral Agent shall turn
over any related Net Cash Proceeds received by it from the applicable insurance
policy to the applicable Loan Party for use in the restoration and repair of the
applicable property or as otherwise permitted by this Agreement.

         Section 6.12      OTHER INFORMATION

         Each of Co-Borrower, Parent and Borrower shall provide the
Administrative Agent or any Lender with such other information respecting the
business, properties, condition, financial or otherwise, or operations of
Co-Borrower or any Subsidiary of Co-Borrower as the Administrative Agent or such
Lender through the Administrative Agent may from time to time reasonably
request.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

         Each of Co-Borrower, Parent and Borrower agrees with the Lenders, the
Issuers and the Collateral Agent to each of the following, until all Secured
Obligations are paid in full and, in each case, unless the Requisite Lenders
otherwise consent in writing:

         Section 7.1       PRESERVATION OF CORPORATE EXISTENCE, ETC.

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, preserve and maintain its legal existence, except as
permitted by SECTION 8.4 and SECTION 8.7.

         Section 7.2       COMPLIANCE WITH LAWS, ETC.

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, comply with all applicable Requirements of Law, Contractual
Obligations and Permits, except where the failure so to comply would not, in the
aggregate, have a Material Adverse Effect.

         Section 7.3       CONDUCT OF BUSINESS

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, (i) conduct its business in the ordinary course and (ii)
use its reasonable efforts, in the ordinary course, to preserve its business and
the goodwill and business of the customers, ad-

                                     -102-
<PAGE>

vertisers, suppliers and others having business relations with Co-Borrower or
any of its Subsidiaries, except in each case where the failure to comply with
the covenants in each of clauses (i) and (ii) above would not, in the aggregate,
have a Material Adverse Effect.

         Section 7.4       PAYMENT OF TAXES, ETC.

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, pay its Indebtedness and other obligations promptly and in
accordance with their terms and pay and discharge promptly when due all Taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, services,
materials and supplies or otherwise that, if unpaid, might give rise to a Lien
other than a Customary Permitted Lien upon such properties or any part thereof;
PROVIDED that such payment and discharge shall not be required with respect to
any such Tax, assessment, charge, levy or claim so long as (a) the validity or
amount thereof shall be contested in good faith by appropriate proceedings (if
any) and the applicable Person shall have set aside on its books adequate
reserves or other appropriate provisions with respect thereto in accordance with
GAAP, and (b) such proceedings (if any) operate to suspend collection of the
contested obligation, Tax, assessment or charge and enforcement of a Lien other
than a Customary Permitted Lien.

         Section 7.5       MAINTENANCE OF INSURANCE

         Each of Co-Borrower, Parent and Borrower shall (a) maintain for itself,
and each of Co-Borrower, Parent and Borrower shall cause to be maintained for
each of its Subsidiaries, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks that is, as
determined in the good faith judgment of a Responsible Officer of Borrower,
sufficient, appropriate and prudent in the conduct of the business of the kind
conducted by Co-Borrower and its Subsidiaries and, in any event, all insurance
required by any Collateral Documents, and (b) cause all such insurance
constituting property, general liability, excess liability or other similar
insurance relating to any Loan Party to name the Collateral Agent, on behalf of
the Secured Parties, as additional insured and loss payee, as appropriate, and
to provide that no cancellation or material change in coverage shall be
effective until after 10 days' written notice thereof to the Collateral Agent.

         Section 7.6       ACCESS

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, from time to time (but, if no Event of Default shall have
occurred and be continuing, not more often than once per Fiscal Year at
Borrower's expense) permit the Administrative Agent, or any agents or
representatives thereof, within three Business Days after written notification
of the same (except that during the continuance of an Event of Default, no such
notice shall be required) to, during the normal business hours of Co-Borrower,
Parent, Borrower or such Subsidiary, as applicable, (a) examine and make copies
of and abstracts from the records and books of account of Co-Borrower and each
Subsidiary of Co-Borrower, (b) visit the properties of Co-Borrower and each of
its Subsidiaries, (c) discuss the affairs, finances and accounts of Co-Borrower
and each of its Subsidiaries with any of their respective officers or directors,
as long as Borrower is offered an opportunity to be present during such
discussions, and (d) communicate

                                     -103-
<PAGE>

directly with any of its certified public accountants (including Borrower's
Accountants), as long as Borrower is offered an opportunity to be present during
such discussions and to receive copies of any written communication.

         Section 7.7       KEEPING OF BOOKS

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, keep proper books of record and account in which full and
correct entries shall be made in a manner consistent with past practice and in
all material respects in accordance with GAAP of all financial transactions and
the assets and business of Co-Borrower, Parent, Borrower and each such
Subsidiary.

         Section 7.8       MAINTENANCE OF PROPERTIES, ETC.

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, maintain and preserve (a) in good working order and
condition all of its material properties necessary in the conduct of its
business, (b) all rights, permits, licenses, approvals and privileges (including
all Permits) used or useful or necessary in the conduct of its business and (c)
all registered patents, trademarks, trade names, copyrights and service marks
with respect to its business, except where failure to so maintain and preserve
the items set forth in clauses (a), (b) and (c) above would not, in the
aggregate, have a Material Adverse Effect.

         Section 7.9       APPLICATION OF PROCEEDS

         Co-Borrower and Borrower (and, to the extent distributed to it by
Co-Borrower or Borrower, each Loan Party) shall use the entire amount of the
proceeds of the Loans as provided in SECTION 4.13.

         Section 7.10      ENVIRONMENTAL

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries and each of their respective tenants, subtenants, contractors
and agents to, comply in all material respects with Environmental Laws and,
without limiting the foregoing, Borrower shall, at its sole cost and expense,
upon receipt of any notification or otherwise obtaining knowledge of any
Release, non-compliance, condition or other event that could result in
Co-Borrower or any of its Subsidiaries incurring Environmental Liabilities and
Costs that, in the aggregate, would have a Material Adverse Effect, (a) conduct,
or pay for consultants to conduct, tests or assessments of environmental
conditions at such operations or properties, including, without limitation, the
investigation and testing of subsurface conditions, (b) take such Remedial
Action and undertake such investigation or other action as required by
Environmental Laws or as any Governmental Authority requires to address the
Release condition or event and otherwise ensure compliance with Environmental
Laws and (c) keep the Administrative Agent informed of such actions.

         Section 7.11      ADDITIONAL COLLATERAL AND GUARANTIES

         To the extent not delivered to the Administrative Agent on or before
the Initial Closing Date (including in respect of after-acquired property and
Persons that become Subsidiaries of any Loan Party after the Initial Closing
Date, other than Unrestricted Subsidiaries), each of

                                     -104-
<PAGE>

Co-Borrower, Parent and Borrower agrees promptly to do, or to cause each of its
Domestic Subsidiaries (other than Unrestricted Subsidiaries) to do, each of the
following:

         (a)      deliver to the Administrative Agent and the Collateral Agent
     such duly executed supplements and amendments to the Guaranty, in each case
     in form and substance reasonably satisfactory to the Administrative Agent
     and as the Administrative Agent deems necessary or advisable in order to
     ensure that each Domestic Subsidiary (other than Unrestricted Subsidiaries)
     of each Loan Party guaranties, as primary obligor and not as surety, the
     full and punctual payment when due of the Secured Obligations or any part
     thereof; PROVIDED, HOWEVER, that the Excepted Guarantors shall not be
     required to become party to the Guaranty prior to the earlier of (A) the
     repayment in full of all Indebtedness of such Loan Party identified on
     SCHEDULE 7.11(A) that restricts the ability of such Loan Party to become
     party to the Guaranty and (B) the end of the Refinancing Grace Period;

         (b)      deliver to the Administrative Agent and the Collateral Agent
     such duly executed joinder and amendments to the Pledge and Security
     Agreement and, if applicable, other Collateral Documents, in each case in
     form and substance reasonably satisfactory to the Collateral Agent and as
     the Collateral Agent deems necessary or advisable in order to (i)
     effectively grant the Requisite Liens on the Stock and Stock Equivalents
     and other debt Securities owned by any Loan Party, (ii) effectively grant
     the Requisite Liens on all property interests and other assets (other than
     Real Property or any interest therein) of any Loan Party or any Subsidiary
     of any Loan Party and (iii) effectively grant the Requisite Liens on the
     Stock, Stock Equivalents and other debt Securities owned by, and all
     property interests and other assets (other than Real Property or any
     interest therein) of, each Person that becomes party to the Guaranty
     pursuant to clause (i) or (ii) of the proviso to SECTION 7.11(A) at the
     time each such Person becomes party to the Guaranty; PROVIDED, HOWEVER, in
     no event shall any Loan Party or any of its Subsidiaries, individually or
     collectively, be required to pledge any Stock of any Foreign Non-Guarantor
     other than of 65% of the outstanding Voting Stock of any Foreign
     Non-Guarantor that is a direct Subsidiary of a Loan Party and any Stock of
     any such entity that is not Voting Stock;

         (c)      deliver to the Collateral Agent all certificates, instruments
     and other documents representing all Pledged Stock, Pledged Debt
     Instruments and all other Stock, Stock Equivalents and other debt
     Securities being pledged pursuant to the joinders and amendments executed
     pursuant to clause (b) above, together with (i) in the case of certificated
     Pledged Stock and other certificated Stock and Stock Equivalents, undated
     stock powers endorsed in blank and (ii) in the case of Pledged Debt
     Instruments and other certificated debt Securities, instruments of transfer
     endorsed in blank, in each case executed and delivered by a Responsible
     Officer of such Loan Party or such Subsidiary thereof, as the case may be;

         (d)      take such other actions necessary or advisable to ensure the
     validity or continuing validity of the guaranties required to be given
     pursuant to clause (a) above or to create, maintain or perfect the security
     interest required to be granted pursuant to clause (b) above, including the
     filing of UCC financing statements in such jurisdictions as

                                     -105-
<PAGE>

     may be required by the Collateral Documents or by law or as may be
     reasonably requested by the Administrative Agent or the Collateral Agent;
     and

         (e)      if requested by the Administrative Agent or the Collateral
     Agent, deliver to the Collateral Agent legal opinions relating to the
     matters described above, which opinions shall be in form and substance, and
     from counsel, reasonably satisfactory to the Collateral Agent.

         Section 7.12      CONTROL ACCOUNTS; APPROVED DEPOSIT ACCOUNTS

         (a)      Each of Co-Borrower, Parent and Borrower shall, and shall
cause each of its Domestic Subsidiaries (other than Unrestricted Subsidiaries)
to (i) deposit in an Approved Deposit Account all cash it receives (other than
proceeds of the Loans that are deposited into the Escrow Account), (ii) not
establish or maintain any Securities Account or Commodity Account that is not a
Control Account and (iii) not establish or maintain any Deposit Account other
than with a Deposit Account Bank; PROVIDED, HOWEVER, that each of Co-Borrower,
Parent and Borrower and each Restricted Subsidiary may (x) deposit cash in and
maintain payroll, withholding tax and other fiduciary accounts, in each case
that are not Approved Deposit Accounts, (y) deposit cash in and maintain
accounts relating to individual quick service restaurant locations that are not
Approved Deposit Accounts as long as (i) the aggregate balance in all such
accounts does not exceed $25,000,000 at any time and (ii) the balances in such
accounts are swept into Approved Deposit Accounts no less frequently than weekly
and (z) deposit cash in and maintain the accounts set forth on SCHEDULE 7.15
until 60 days after the date hereof (as the same may be extended (including
indefinitely) by the Administrative Agent in its sole discretion).

         (b)      The Collateral Agent may establish one or more Cash Collateral
Accounts with such depositaries and securities intermediaries as it in its sole
discretion shall determine. Without limiting the foregoing, funds on deposit in
any Cash Collateral Account may be invested (but the Collateral Agent shall be
under no obligation to make any such investment) in Cash Equivalents at the
direction of the Collateral Agent and, except during the continuance of an Event
of Default, the Collateral Agent agrees with Borrower to issue Entitlement
Orders for such investments in Cash Equivalents as requested by Borrower;
PROVIDED, HOWEVER, that the Collateral Agent shall not have any responsibility
for, or bear any risk of loss of, any such investment or income thereon. None of
Co-Borrower, Parent, Borrower, any of their respective Subsidiaries or any other
Loan Party or Person claiming on behalf of or through Co-Borrower, Parent,
Borrower, any of their respective Subsidiaries or any other Loan Party shall
have any right to demand payment of any funds held in any Cash Collateral
Account at any time prior to the termination of all outstanding Letters of
Credit and the payment in full (as defined in the Pledge and Security Agreement)
of all then outstanding and payable monetary Obligations.

         Section 7.13      REAL PROPERTY

         (a)      To the extent, in the case of clauses (i), (ii) and (iii),
that failure to do so would, individually or in the aggregate, have a Material
Adverse Effect, each of Co-Borrower, Parent and Borrower shall, and shall cause
each of its Subsidiaries to, (i) comply in all respects with all of their
respective obligations under all of their respective material Leases now or
hereafter held respectively by them, including the Leases set forth on SCHEDULE
4.19, (ii) not modify,

                                     -106-
<PAGE>

amend, cancel, extend or otherwise change in any adverse manner any term,
covenant or condition of any such Lease other than in the ordinary course of
business, (iii) not assign or sublet any other Lease and (iv) provide the
Administrative Agent with a copy of each notice of default under any Lease
received by Co-Borrower, Parent, Borrower or any of their respective
Subsidiaries promptly after receipt thereof and deliver to the Administrative
Agent a copy of each notice of default sent by Co-Borrower, Parent, Borrower or
any of their respective Subsidiaries under any Lease simultaneously with its
delivery of such notice under such Lease.

         (b)      At least 5 Business Days prior to any Loan Party acquiring any
material owned Real Property, each of Co-Borrower, Parent and Borrower shall, or
shall cause the relevant Loan Party to, provide the Administrative Agent written
notice thereof.

         Section 7.14      INTEREST RATE CONTRACTS

         Co-Borrower and/or Borrower shall, within 120 days after the Initial
Closing Date, enter into an Interest Rate Contract or Contracts, on terms
reasonably satisfactory to the Arrangers, to provide protection against interest
rate fluctuations on the outstanding principal amount of Term Loans for a period
of two years with respect to a notional amount of at least 33% of the aggregate
outstanding principal amount of Term Loans.

         Section 7.15      POST-CLOSING DELIVERIES

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to, (a) deliver to the Administrative Agent each item set forth
on SCHEDULE 7.15 in form and substance reasonably satisfactory to the
Administrative Agent and (b) perform each action set forth in SCHEDULE 7.15 in a
manner reasonably satisfactory to the Administrative Agent, in each case (x)
within the periods set forth opposite each such item or action on such Schedule
and (y) unless otherwise agreed by the Administrative Agent in respect of any
such item or action.

         Section 7.16      FURTHER ASSURANCES

         Each of Co-Borrower, Parent and Borrower shall, and shall cause each of
its Subsidiaries to (a) promptly upon the reasonable request of the
Administrative Agent, the Collateral Agent or any Lender, at Borrower's expense,
execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record, or cause to be registered,
filed or recorded, in an appropriate governmental office, any document or
instrument supplemental to or confirmatory of the Collateral Documents or
otherwise deemed by the Administrative Agent or the Collateral Agent reasonably
necessary or desirable for the continued validity, perfection and priority of
the Liens on the Collateral covered thereby subject to no other Liens except as
permitted by the applicable Collateral Document, or obtain any consents or
waivers as may be necessary or appropriate in connection therewith, (b) deliver
or cause to be delivered to the Administrative Agent and the Collateral Agent
from time to time such other documentation, consents, authorizations, approvals
and orders in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent as the Administrative Agent and the Collateral
Agent shall reasonably deem necessary to perfect or maintain the Liens on the
Collateral pursuant to the Collateral Documents and (c) upon the exercise by the
Administrative Agent, the Collateral Agent or any Lender of any power, right,
privilege or remedy pursuant to

                                     -107-
<PAGE>

any Loan Document which requires any consent, approval, registration,
qualification or authorization of any Governmental Authority, execute and
deliver all applications, certifications, instruments and other documents and
papers that the Administrative Agent, the Collateral Agent or such Lender may
reasonably require.

         Section 7.17      MAINTENANCE OF RATINGS

         Borrower shall ensure, at its own expense, that each of Moody's and S&P
maintains a monitored public rating for the Facilities at all times that such
entities are in the business of maintaining monitored public ratings.

         Section 7.18      REFINANCING

         (a)      The Loan Parties shall cause the ARG Refinancing and the RTM
Refinancing to be completed no later than the end of the Refinancing Grace
Period or otherwise in accordance with the definition thereof.

         (b)      [RESERVED]

         (c)      Borrower shall not allow any Excepted Guarantor to create or
cause to suffer any Liens on any of its assets other than (i) Liens existing
prior to the Initial Closing Date and listed on SCHEDULE 8.2 and (ii) Customary
Permitted Liens.

         (d)      Borrowers shall repay the Indebtedness listed on SCHEDULE
8.1(B) on or prior to the Second Closing Date.

         Section 7.19      UNRESTRICTED SUBSIDIARIES' FINANCIAL STATEMENTS

         Each Loan Party shall ensure that all financial statements of each
Unrestricted Subsidiary distributed to any creditor of an Unrestricted
Subsidiary clearly states the separateness of such Unrestricted Subsidiary from
the Loan Parties.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         Each of Co-Borrower, Parent and Borrower agrees with the Lenders, the
Issuers and the Administrative Agent to each of the following, until all Secured
Obligations are paid in full and, in each case, unless the Requisite Lenders
otherwise consent in writing:

         Section 8.1       INDEBTEDNESS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness except for the following:

         (a)      the Secured Obligations and Guaranty Obligations in respect
     thereto (including, without limitation, any Obligations incurred pursuant
     to SECTION 2.19);

                                     -108-
<PAGE>

         (b)      Indebtedness existing on the date of this Agreement and
     disclosed on (i) SCHEDULE 3.1(D)(III), (ii) SCHEDULE 7.11(A) or (iii)
     SCHEDULE 8.1(B); PROVIDED that (x) no Indebtedness shall be permitted to
     remain outstanding pursuant to clause (ii) above after the end of the
     Refinancing Grace Period and (y) no Indebtedness shall be permitted to
     remain outstanding pursuant to clauses (i) and (iii) above after the Second
     Closing Date;

         (c)      Guaranty Obligations incurred by any Loan Party (i) in respect
     of Indebtedness of Borrower or any Subsidiary Guarantor that is otherwise
     permitted by this SECTION 8.1 (other than clause (a) above and clause (h)
     below) that is, in the case of Guaranty Obligations in respect of
     Indebtedness that is subordinated to the Secured Obligations, subordinated
     to the Secured Obligations to the same extent as such Indebtedness, or (ii)
     in respect of Indebtedness of any Subsidiary of Borrower that is not a Loan
     Party, to the extent such Guaranty Obligations, together with all other
     such Guaranty Obligations and all other Investments permitted thereunder,
     are permitted as an Investment pursuant to SECTION 8.3(G)(III);

         (d)      Capital Lease Obligations and purchase money Indebtedness
     incurred by Borrower or any Restricted Subsidiary (or previously incurred
     by a Person acquired by Borrower or any Restricted Subsidiary (and in such
     cases the date of the consummation of such acquisition shall be deemed the
     date of incurrence for purposes of this paragraph)) to finance the
     acquisition or improvement (together with, in each case, related costs) of
     fixed assets; PROVIDED, HOWEVER, that at the time such Indebtedness is
     incurred and after giving effect to such incurrence on a Pro Forma Basis,
     (i) no Default or Event of Default has occurred and is continuing and (ii)
     Borrower is in compliance with the covenants in SECTIONS 5.1, 5.2, 5.3 and
     5.4 as of the last day of the most recent Fiscal Quarter for which
     Financial Statements have been delivered pursuant to SECTION 6.1(A) or (B);

         (e)      Indebtedness arising from intercompany loans (i) from Borrower
     to any Subsidiary Guarantor, (ii) from any Subsidiary Guarantor to Borrower
     or any Subsidiary Guarantor or (iii) from Borrower or any Subsidiary
     Guarantor to any Subsidiary of Borrower that is a Non-Guarantor; PROVIDED,
     HOWEVER, that, in the case of this clause (iii), the Investment by Borrower
     or such Subsidiary Guarantor in such intercompany loan to such Subsidiary
     is permitted under SECTION 8.3(G);

         (f)      Indebtedness arising under any performance or surety bond
     entered into in the ordinary course of business;

         (g)      Obligations under Interest Rate Contracts mandated by SECTION
     7.14 and other Hedging Contracts permitted under SECTION 8.16;

         (h)      Permitted Parent Notes in an aggregate outstanding principal
     amount not exceeding $200,000,000 at any time; PROVIDED that at the time
     such Indebtedness is incurred and after giving effect to such incurrence on
     a Pro Forma Basis (i) no Default or Event of Default has occurred and is
     continuously and (ii) Borrower is in compliance with the covenants in
     SECTIONS 5.1, 5.2 and 5.3;

                                     -109-
<PAGE>

         (i)      Permitted Subordinated Debt in an aggregate outstanding
     principal amount that does not exceed $175,000,000 at any time; PROVIDED
     that at the time such Indebtedness is incurred and after giving effect to
     such incurrence on a Pro Forma Basis (i) no Default or Event of Default has
     occurred and is continuing and (ii) Borrower is in compliance with the
     covenants in SECTIONS 5.1, 5.2 and 5.3;

         (j)      Indebtedness (other than Capital Lease Obligations) of a
     Restricted Subsidiary of Borrower assumed by such Subsidiary in connection
     with any Permitted Acquisition (or, if such Restricted Subsidiary is
     acquired as part of such Permitted Acquisition, existing prior thereto),
     together with renewals, extensions, refinancings and refundings thereof, in
     an aggregate outstanding principal amount which does not exceed
     $200,000,000 at any time; PROVIDED, HOWEVER, that such Indebtedness (i)
     exists at the time of such Permitted Acquisition at least in the amounts
     assumed in connection therewith and (ii) is not drawn down, created or
     increased in contemplation of or in connection with such Permitted
     Acquisition or on or after the consummation thereof; and PROVIDED, FURTHER,
     that any renewal, extension, refinancing or refunding thereof is (x) in an
     aggregate principal amount not greater than the principal amount of, (y)
     does not mature earlier than, and (z) is on terms taken as a whole not
     materially less favorable to Co-Borrower, Parent, Borrower or any of their
     respective Subsidiaries obligated thereunder than, the Indebtedness being
     renewed, extended, refinanced or refunded;

         (k)      contingent indemnification obligations of Borrower and any
     Restricted Subsidiary to financial institutions, in each case to the extent
     in the ordinary course of business and on terms and conditions which are
     within the general parameters customary in the banking industry, entered
     into to obtain cash management services or deposit account overdraft
     protection services (in amount similar to those offered for comparable
     services in the financial industry) or other services in connection with
     the management or opening of deposit accounts or incurred as a result of
     endorsement of negotiable instruments for deposit or collection purposes
     and other customary, contingent loss indemnification obligations of
     Borrower and its Subsidiaries incurred in the ordinary course of business;

         (l)      contingent liabilities of Borrower or any Restricted
     Subsidiary in respect of any purchase price adjustment, earn-out provision
     or any non-competition or consulting agreement or deferred compensation
     agreement, in each case owing to the seller in connection with the RTM
     Acquisitions or any Permitted Acquisition;

         (m)      Indebtedness of Subsidiaries of Borrower that are
     Non-Guarantors (not owing to any Loan Party or any Subsidiary of any Loan
     Party) for working capital purposes in an aggregate outstanding principal
     amount which does not exceed $15,000,000 at any time and Guarantee
     Obligations of Subsidiaries of Borrower that are Non-Guarantors in respect
     thereof;

         (n)      Indebtedness of Borrower or any Restricted Subsidiary not
     otherwise permitted under this SECTION 8.1 having an aggregate outstanding
     principal amount not exceeding $40,000,000 at any time; and

                                     -110-
<PAGE>

         (o)      Indebtedness owing to the issuer of any insurance policy by
     the Person purchasing such policy for the benefit of Co-Borrower and its
     Subsidiaries for the purpose of financing the purchase of such policy by
     Co-Borrower or any of its Subsidiaries, in an aggregate outstanding
     principal amount not to exceed the premiums owed under such policy.

         Section 8.2       LIENS, ETC.

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, create or suffer to exist any Lien upon or with
respect to any of their respective properties or assets, whether now owned or
hereafter acquired, or (other than as permitted by SECTION 8.4) assign, or
permit any Restricted Subsidiary to assign, any right to receive income, except
for the following:

         (a)      Liens created pursuant to the Loan Documents;

         (b)      (i) Liens existing on the date of this Agreement and disclosed
     on SCHEDULE 8.2 and (ii) Liens securing Indebtedness permitted pursuant to
     SECTION 8.1(B) and, during the Refinancing Grace Period only, SCHEDULE
     7.11(A);

         (c)      Customary Permitted Liens on the assets of Co-Borrower or any
     Restricted Subsidiary;

         (d)      purchase money Liens granted by Borrower or any Restricted
     Subsidiary (including the interest of a lessor under a Capital Lease and
     purchase money Liens to which any property is subject at the time, on or
     after the date hereof, of such Subsidiary's acquisition thereof) securing
     Indebtedness permitted under SECTION 8.1(D) and limited in each case to the
     property purchased with the proceeds of such purchase money Indebtedness or
     subject to such Capital Lease and the proceeds thereof (including insurance
     proceeds) and the attachments thereto;

         (e)      any Lien granted by Borrower or any Restricted Subsidiary and
     securing the renewal, extension, refinancing or refunding of any
     Indebtedness secured by any Lien permitted by clause (b)(i) above or this
     clause (e) without any change in the assets subject to such Lien;

         (f)      Liens in favor of lessors, sublessors, lessees or sublessees
     securing operating leases or, to the extent such transactions create a Lien
     hereunder, sale and leaseback transactions, to the extent such sale and
     leaseback transactions are permitted hereunder;

         (g)      Liens securing in the aggregate not more than $100,000,000 in
     aggregate principal amount of Indebtedness permitted pursuant to SECTION
     8.1(J); PROVIDED, HOWEVER, that (i) such Lien exists at the time of the
     Permitted Acquisition relating to such Indebtedness and is not created in
     contemplation of or in connection with such Permitted Acquisition and (ii)
     such Lien secures solely fixed or capital assets acquired (or fixed or
     capital assets of Persons acquired) as part of such Permitted Acquisition,
     and no assets constituting Collateral immediately prior to such Permitted
     Acquisition are subject to such Lien;

                                     -111-
<PAGE>

         (h)      Liens for the benefit of the seller deemed to attach solely
     because of the existence of cash deposits and attaching solely to cash
     deposits made in connection with any letter of intent or acquisition
     agreement with respect to a Permitted Acquisition;

         (i)      Liens on any of the assets of a Subsidiary of Borrower that is
     a Non-Guarantor to secure Indebtedness of such Subsidiary permitted
     pursuant to SECTION 8.1(M);

         (j)      licenses and sublicenses of Intellectual Property in the
     ordinary course of business;

         (k)      Liens granted by Borrower or any Restricted Subsidiary not
     otherwise permitted by the foregoing clauses of this SECTION 8.2 securing
     obligations or other liabilities of Borrower or any Subsidiary Guarantor;
     PROVIDED, HOWEVER, that the aggregate outstanding amount of all such
     obligations and liabilities shall not exceed $15,000,000 at any time;

         (l)      in the case of Subsidiaries organized as business trusts,
     Liens on the assets of such Subsidiary in favor of the trustee of such
     Subsidiary in order to secure such trustee's fees and expenses; and

         (m)      Liens on an insurance policy of Co-Borrower and its
     Subsidiaries and the identifiable cash proceeds thereof in favor of the
     issuer of such policy and securing Indebtedness incurred for the purpose of
     financing such policy and permitted under SECTION 8.1(O).

         Section 8.3       INVESTMENTS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, make or maintain, directly or indirectly, any
Investment except for the following:

         (a)      Investments existing on the date of this Agreement and
     disclosed on SCHEDULE 8.3;

         (b)      Investments in cash (including cash held in bank deposit
     accounts) and Cash Equivalents in the ordinary course of business;

         (c)      Investments by Borrower or any Restricted Subsidiary in
     payment intangibles, chattel paper (each as defined in the UCC) and
     accounts, notes receivable, prepaid accounts and similar items arising or
     acquired in the ordinary course of business;

         (d)      cash deposits permitted pursuant to clause (c) or (f) of the
     definition of Customary Permitted Liens or pursuant to SECTION 8.2(H) or
     (K);

         (e)      Investments consisting of Securities of account debtors
     received by Co-Borrower or any Restricted Subsidiary in any bankruptcy,
     insolvency or reorganization proceedings of such account debtors;

                                     -112-
<PAGE>

         (f)      Investments consisting of mergers, acquisitions, liquidations
     and dissolutions permitted pursuant to clauses (x) or (y) in the proviso to
     SECTION 8.7;

         (g)      Investments by (i) Co-Borrower, Borrower or any Subsidiary
     Guarantor in Parent, Borrower or any Subsidiary Guarantor, (ii) any
     Subsidiary of Co-Borrower that is a Non-Guarantor in any other Subsidiary
     of Co-Borrower (PROVIDED that, if any such Investment is a loan or advance
     to a Loan Party, such Investment is subordinated in right of payment to the
     Secured Obligations) or (iii) Borrower or any Subsidiary Guarantor in any
     Subsidiary of Borrower that is a Non-Guarantor; PROVIDED, HOWEVER, that
     Investments (including any Guaranty Obligations permitted pursuant to
     SECTION 8.1(C)(II) and loans permitted pursuant to SECTION 8.1(E)(III))
     shall be permitted pursuant to this clause (iii) only to the extent that,
     after giving effect to such Investment (and any Investment or Asset Sale to
     be made to any Non-Guarantor on or prior to the date of such Investment),
     the Non-Guarantor Investment Amount shall not exceed $15,000,000 at any
     time;

         (h)      loans or advances to employees of Co-Borrower or any of its
     Subsidiaries in the ordinary course of business as presently conducted
     other than any loans or advances that would be in violation of Section 402
     of the Sarbanes-Oxley Act; PROVIDED, HOWEVER, that the aggregate principal
     amount of all loans and advances permitted pursuant to this clause (h)
     shall not exceed $2,000,000 at any time;

         (i)      loans and advances to any existing director, officer or
     employee of Co-Borrower or any Restricted Subsidiary (other than any loans
     or advances that would be in violation of Section 402 of the Sarbanes-Oxley
     Act) the proceeds of which shall be used for the sole purpose of
     acquisition by such director, officer or employee of any of the Stock or
     Stock Equivalents of Co-Borrower; PROVIDED, however, that the aggregate
     principal amount of all loans and advances permitted pursuant to this
     clause (i) shall not exceed $2,500,000 at any time;

         (j)      Guaranty Obligations permitted by SECTION 8.1(A) or (C);

         (k)      Investments of Borrower or any Restricted Subsidiary not
     otherwise permitted hereby; PROVIDED, HOWEVER, that the aggregate
     outstanding amount of all such Investments shall not exceed at any time (i)
     $15,000,000 PLUS (ii) the Available Amount (it being understood that
     Borrower shall determine whether any such Investment is made pursuant to
     clause (i) or clause (ii) at the time of such Investment);

         (l)      Investments in Hedging Contracts otherwise permitted by this
     Agreement;

         (m)      Permitted Acquisitions; and

         (n)      Investments consisting of interests in deposit or securities
     accounts created in connection with the satisfaction and discharge of
     Securitization Notes and other Indebtedness of Borrower and its
     Subsidiaries as contemplated by (and in accordance with) the definitions of
     ARG Refinancing and RTM Refinancing.

                                     -113-
<PAGE>

         Section 8.4       SALE OF ASSETS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, sell, convey, transfer, lease or otherwise dispose
of any of their respective assets or any interest therein (including the sale or
factoring at maturity or collection of any accounts) to any Person, or permit or
suffer any other Person to acquire any interest in any of their respective
assets, or, except in the case of Co-Borrower, issue or sell any shares of their
Stock or any Stock Equivalents (any such disposition being an "ASSET SALE"),
except for the following:

         (a)      the liquidation, sale or disposition of Cash Equivalents or
     inventory, in each case in the ordinary course of business;

         (b)      the sale or disposition of Equipment that has become surplus,
     worn out, obsolete, is replaced in the ordinary course of business or is no
     longer used or useful in the business;

         (c)      the discount or write-off of accounts receivable overdue by
     more than 90 days or the sale of any such accounts receivable for the
     purpose of collection to any collection agency, in each case in the
     ordinary course of business;

         (d)      licenses and sublicenses of Intellectual Property in the
     ordinary course of business;

         (e)      the cancellation of any Indebtedness permitted to be cancelled
     under SECTION 8.6(A);

         (f)      the issuance of Nominal Shares;

         (g)      a true lease or sublease of any property not constituting
     Indebtedness and not constituting a sale and leaseback transaction;

         (h)      (i) any Asset Sale to Borrower or any Subsidiary Guarantor,
     (ii) any Asset Sale to any Non-Guarantor to the extent, after giving effect
     to such Asset Sale (and any other Asset Sale or Investment in
     Non-Guarantors to be made on or prior to the date of such Asset Sale), the
     Non-Guarantor Investment Amount does not exceed $15,000,000, (iii) any
     Asset Sale by any Non-Guarantor to any Non-Guarantor and (iv) any Asset
     Sale by any Non-Guarantor to any Loan Party (including through a
     liquidation, disposition or winding up) as long as the consideration given
     by the Loan Parties to such Non-Guarantor does not exceed the Fair Market
     Value of the assets transferred to such Loan Parties;

         (i)      the liquidation or merger of any Subsidiary of Borrower, to
     the extent such liquidation or merger is permitted pursuant to clause (x)
     of SECTION 8.7;

         (j)      as long as no Event of Default is continuing or would result
     therefrom, any Asset Sale for not less than Fair Market Value; PROVIDED,
     HOWEVER, that with respect to any such Asset Sale pursuant to this clause
     (j), (i) the assets comprised by all Asset Sales in any Fiscal Year
     pursuant to this clause (j) shall not, in the aggregate, exceed 20% of

                                     -114-
<PAGE>

     the Consolidated Net Tangible Assets of Borrower as of the start of such
     Fiscal Year, (ii) not less than 75% of the aggregate consideration received
     in respect of such Asset Sale and all other Asset Sales previously
     consummated in the same Fiscal Year pursuant to this clause (j) shall be
     cash, and all such cash shall (in the case of previously consummated Asset
     Sales) have been received or (in the case of the present Asset Sale) be
     payable upon the consummation of such Asset Sale and (iii) an amount equal
     to all Net Cash Proceeds of such Asset Sale is applied to the payment of
     the Obligations as set forth in, and to the extent required by, SECTION
     2.9;

         (k)      as long as no Event of Default is continuing or would result
     therefrom, any Asset Sale the primary purpose of which is to exchange or
     swap assets and for which 90% or more of the consideration consists of
     assets other than cash or Cash Equivalents; PROVIDED, HOWEVER, that with
     respect to any such Asset Sale pursuant to this clause (k), (i) the Fair
     Market Value of the assets transferred by such Asset Sale and all other
     Asset Sales in the same Fiscal Year pursuant to this clause (k) shall not,
     in the aggregate, exceed $15,000,000, (ii) the Fair Market Value of the
     consideration received shall be not less than the Fair Market Value of the
     assets sold or transferred, and compliance with the foregoing requirement
     shall be evidenced by (x) in the case of an Asset Sale or related series of
     Asset Sales involving aggregate consideration (other than cash and Cash
     Equivalents) with a Fair Market Value in excess of $1 million, a
     certification by the chief financial officer of Borrower and (y) in the
     case of an Asset Sale or related series of Asset Sales involving aggregate
     consideration (other than cash and Cash Equivalents) with a Fair Market
     Value in excess of $5 million, a resolution of the Board of Directors of
     Borrower, in each case delivered to the Administrative Agent not less than
     five Business Days prior to the consummation of such Asset Sale, and (iii)
     an amount equal to all Net Cash Proceeds of such Asset Sale is applied to
     the payment of the Obligations as set forth in, and to the extent required
     by, SECTION 2.9;

         (l)      as long as no Event of Default is continuing or would result
     therefrom, any other Asset Sale for not less than Fair Market Value;
     PROVIDED that (i) the Fair Market Value of all assets sold, transferred or
     otherwise disposed of pursuant to this clause (l) shall not, in the
     aggregate, exceed $10,000,000 and (ii) an amount equal to all Net Cash
     Proceeds of such Asset Sale is applied to the payment of the Obligations as
     set forth in, and to the extent required by, SECTION 2.9; and

         (m)      Borrower and its Subsidiaries may sell or otherwise transfer
     equipment in connection with sale and leaseback transactions; PROVIDED that
     the aggregate value of the equipment sold or transferred under this
     subsection shall not exceed $3,000,000 in any Fiscal Year.

         To the extent the Requisite Lenders waive the provisions of this
SECTION 8.4 with respect to the sale of any Collateral, or any Collateral is
sold, transferred or otherwise disposed of as permitted by this SECTION 8.4,
such Collateral (unless sold, transferred or otherwise disposed of to
Co-Borrower or any of its Subsidiaries (other than a Non-Guarantor Subsidiary if
sold, transferred or disposed of pursuant to clause (h)(ii) above)) shall be
sold, transferred or otherwise disposed of free and clear of the Liens created
by the Collateral Documents, and the Agents shall take all actions they deem
appropriate in order to effect the foregoing.

                                     -115-
<PAGE>

         Section 8.5       RESTRICTED PAYMENTS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, directly or indirectly, declare, order, pay, make
or set apart any sum for any Restricted Payment except for the following:

         (a)      Restricted Payments by any Restricted Subsidiary to Borrower
     or any Subsidiary Guarantor;

         (b)      Restricted Payments from Borrower to Co-Borrower and, in the
     case of clause (iii), from Borrower or Co-Borrower to Parent (i) in amounts
     sufficient to allow Co-Borrower to make interest payments when due on Loans
     to Co-Borrower, (ii) in amounts sufficient to allow Co-Borrower to make
     scheduled payments and prepayments on Loans to Co-Borrower in accordance
     with the terms of this Agreement and (iii) in an aggregate amount in any
     Fiscal Year not to exceed $500,000 to cover operating expenses of
     Co-Borrower and Parent;

         (c)      so long as no Default or Event of Default has occurred and is
     continuing or would result therefrom, dividends from Co-Borrower, Parent or
     Borrower, directly or indirectly, to Sponsor in amounts required to make
     regularly scheduled interest payments immediately due and payable on (x)
     the Sponsor Convertible Notes or (y) any Sponsor Refinancing Indebtedness;
     PROVIDED that in the case of clause (y) the amount of dividend payable
     shall be no greater than the amount that would be payable under clause (x);
     and

         (d)      dividends and distributions in an amount that when made do not
     exceed (i) $25,000,000 PLUS (ii) the Available Amount (it being understood
     that Borrower shall determine whether any such dividend or distribution is
     being made pursuant to clause (i) or clause (ii) of this SECTION 8.5(D) at
     the time such dividend or distribution is made).

         Section 8.6       PREPAYMENT AND CANCELLATION OF INDEBTEDNESS

         (a)      CANCELLATION. None of Co-Borrower, Parent or Borrower shall,
nor shall they permit any Restricted Subsidiary to, cancel any Indebtedness owed
to any of them except (i) in the ordinary course of business, other than any
Indebtedness owed to a Loan Party by a Non-Guarantor, and (ii) intercompany
Indebtedness among Loan Parties.

         (b)      PREPAYMENT OF INDEBTEDNESS. None of Co-Borrower, Parent or
Borrower shall, nor shall they permit any Restricted Subsidiary to, prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment in violation of any subordination
terms of, any Indebtedness; provided, HOWEVER, that each such party may (i)
prepay the Obligations in accordance with the terms of this Agreement, (ii)
except as would not be permitted by clause (v), make regularly scheduled or
otherwise required repayments or redemptions of Indebtedness, (iii) prepay any
Indebtedness payable to any Loan Party, (iv) except as would not be permitted by
clause (v), prepay any Indebtedness secured by a Lien permitted under this
Agreement, (v) so long as no Event of Default of the type described in SECTION
9.1(A), (B) or (F) has occurred and is continuing, take any actions contemplated
by the definitions of ARG Refinancing and RTM Refinancing within the periods set
forth therein and (vi) refinancings, extensions and renewals of Indebtedness
permitted by SECTION 8.1.

                                     -116-
<PAGE>

         Section 8.7       RESTRICTION ON FUNDAMENTAL CHANGES; PERMITTED
                           ACQUISITIONS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, do any of the following:

         (a)      except in connection with a Permitted Acquisition or other
     Investments permitted pursuant to SECTION 8.3, (i) merge with any Person,
     (ii) consolidate with any Person, (iii) acquire all or substantially all of
     the Stock or Stock Equivalents of any Person or (iv) acquire all or
     substantially all of the assets of any Person or all or substantially all
     of the assets constituting the business of a division, branch or other unit
     operation of any Person; or

         (b)      create any Subsidiary unless, after giving effect to such
     creation, such Subsidiary is a Wholly-Owned Subsidiary of Borrower and the
     Investment in such Subsidiary is permitted under SECTION 8.3(G);

PROVIDED, HOWEVER, that:

         (x) (1)  any Subsidiary of Borrower may be merged, liquidated or
     dissolved into any Loan Party (other than Co-Borrower or Parent) as long as
     such Loan Party is the surviving corporation and (2) any Non-Guarantor may
     be merged, liquidated or dissolved into any other Non-Guarantor; and

         (y)      any Subsidiary of Borrower may be acquired by any Loan Party
     (other than Co-Borrower or Parent) or, if such Subsidiary is a
     Non-Guarantor, by any Non-Guarantor (in each case, as long as the resulting
     Asset Sale and Investment are otherwise permitted hereunder).

         Section 8.8       CHANGE IN NATURE OF BUSINESS

         (a)      Borrower shall not, and shall not permit any of its
Subsidiaries to, make any material change in the nature or conduct of its
business as carried on at the date hereof, whether in connection with a
Permitted Acquisition or otherwise, except for businesses reasonably related,
complementary or ancillary to the business as carried on at the date hereof (or
a reasonable extension or expansion thereof), or otherwise part of the quick
service restaurant business.

         (b)      Neither Co-Borrower nor Parent shall engage in any business or
activity other than (i) in the case of Co-Borrower, holding the Stock of Parent,
(ii) in the case of Parent, holding the Stock of Borrower, (iii) in the case of
Parent, issuing Permitted Parent Notes and taking action reasonably incidental
thereto, (iv) fulfilling its obligations hereunder and under any Loan Document,
(v) making Restricted Payments permitted hereunder, (vi) filing tax reports and
paying taxes and other expenses in the ordinary course, (vii) preparing reports
to Governmental Authorities and to its shareholders and (viii) holding directors
and shareholders meetings, preparing corporate records and other corporate
activities required to maintain its separate corporate structure or to comply
with applicable Requirements of Law.

                                     -117-
<PAGE>

         Section 8.9       TRANSACTIONS WITH AFFILIATES

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, directly or indirectly, conduct any business or
enter into or suffer to exist any transaction or series of transactions
(including any Investment, Asset Sale, incurrence of Indebtedness or any
transaction in respect thereof, the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any property or the rendering of any service) with any
of their Affiliates (other than any Loan Party) except for each of the
following:

         (a)      Restricted Payments otherwise permitted hereunder;

         (b)      Investments in loans and advances to officers and directors
     permitted pursuant to clause (h) or (i) of SECTION 8.3;

         (c)      Indebtedness of Non-Guarantors, Investments in or by
     Non-Guarantors and Restricted Payments by Non-Guarantors to Loan Parties,
     in each case as otherwise permitted hereunder;

         (d)      (i) so long as no Event of Default has occurred and is
     continuing or would result therefrom, payment of the Management Fee by
     Borrower to Sponsor (or an assignee of Sponsor) and (ii) if an Event of
     Default has occurred and is continuing, payment by Borrower to Sponsor to
     reimburse Sponsor for its documented costs and expenses attributable to
     Borrower and its Subsidiaries not to exceed $4,000,000 in any Fiscal Year;
     PROVIDED, in the case of clause (ii), that Borrower shall deliver to the
     Administrative Agent a certificate of Responsible Officers of Sponsor and
     Borrower setting forth in reasonable detail the amounts of such costs and
     expenses, together with any further evidence thereof that the
     Administrative Agent may reasonably request; PROVIDED, HOWEVER, that if
     Borrower would have been able to make any payment pursuant to clause (i) of
     any Management Fee in the absence of any Event of Default, Borrower shall
     be permitted to make such payment (net of any payments made pursuant to
     clause (ii)) as soon as no Event of Default shall be continuing;

         (e)      expense reimbursement, indemnities, salaries and other
     director or employee compensation (including expense reimbursement and
     indemnities) to officers or directors of Co-Borrower or any of its
     Subsidiaries consistent with prior practice or approved by Co-Borrower's
     Board of Directors;

         (f)      payments by Co-Borrower or its Subsidiaries to the direct or
     indirect parent of Co-Borrower to pay federal, state or local income or
     franchise taxes (including any interest, penalties or expenses related
     thereto) attributable to the Co-Borrower or its Subsidiaries but not
     payable directly by the Co-Borrower or its Subsidiaries either because (a)
     the Co-Borrower or its Subsidiaries are members of a consolidated, combined
     or similar income or franchise tax group of which a direct or indirect
     parent of Co-Borrower is the common parent or (b) the Co-Borrower is a
     disregarded entity for applicable income or franchise tax purposes, in an
     amount not to exceed the taxes that would have been payable by the
     Co-Borrower or its Subsidiaries on a stand-alone basis or as a stand-alone
     group consisting of Co-Borrower and/or its Subsidiaries (as the case may
     be), in each

                                     -118-
<PAGE>

     case as determined in the Co-Borrower's reasonable discretion, provided
     that the Co-Borrower or its Subsidiaries, at the sole discretion of
     Co-Borrower, may enter into any tax sharing agreement consistent with the
     provisions of this SECTION 8.9(F) with any Person with which Co-Borrower or
     its Subsidiaries are required or permitted to file a consolidated, combined
     or similar tax return or with which Co-Borrower or its Subsidiaries are
     part of a consolidated, combined or similar group for income or franchise
     tax purposes;

         (g)      payments by Borrower to Sponsor when due and payable pursuant
     to, and otherwise in accordance with, the terms of the Products Agreement;

         (h)      transactions with customers, clients, suppliers, joint venture
     partners or purchasers or sellers of goods and services, in each case in
     the ordinary course of business and otherwise not prohibited by the Loan
     Documents;

         (i)      purchase price adjustment payments pursuant to the RTM
     Acquisition Agreements as amended, modified or otherwise supplemented in
     accordance with SECTION 8.12;

         (j)      transactions on terms that are not materially less favorable
     to Co-Borrower, Parent, Borrower and/or their respective Subsidiaries
     (other than Unrestricted Subsidiaries), as the case may be, than those that
     would have been obtained in a comparable transaction at such time and on an
     arm's-length basis from a Person that is not an Affiliate of any Loan
     Party; PROVIDED that (i) in the case of any such transaction or related
     series of transactions involving aggregate consideration with a Fair Market
     Value in excess of $5 million, such transaction (or series of transactions)
     shall have been approved by a majority of the disinterested members of the
     Board of Directors of Borrower (or, if the transacting party is Co-Borrower
     or Parent, such party), and such approval is evidenced by a resolution of
     such Board of Directors (a copy of which shall be delivered to the
     Administrative Agent not less than five Business Days prior to the
     consummation of any such transaction or transactions) stating that such
     disinterested members have determined that such transaction (or series of
     transactions) complies with the foregoing provisions, and (ii) in the case
     of any such transaction or related series of transactions involving
     aggregate consideration with a Fair Market Value in excess of $20 million,
     Borrower shall have received a favorable opinion as to the financial
     fairness of such transaction (or series of transactions) from an
     independent accounting or appraisal firm or investment bank of national
     reputation, and shall have delivered a copy of such opinion to the
     Administrative Agent not less than five Business Days prior to the
     consummation of any such transaction or transactions;

         (k)      reimbursement of documented out-of-pocket costs and expenses
     incurred by Sponsor on behalf of Co-Borrower or any of its Subsidiaries in
     connection with the Transactions (including without limitation the RTM
     Acquisitions); and

         (l)      transactions listed on SCHEDULE 8.9(L).

                                     -119-
<PAGE>

         Section 8.10      LIMITATIONS ON RESTRICTIONS ON SUBSIDIARY
                           DISTRIBUTIONS; NO NEW NEGATIVE PLEDGE

         Except pursuant to the Loan Documents or, in the case of (a) only, any
Permitted Subordinated Debt or Permitted Parent Notes (to the extent the terms
thereof related thereto are not more restrictive than those of the Loan
Documents), none of Co-Borrower, Parent nor Borrower shall, nor shall they
permit any Restricted Subsidiary to, (a) agree to enter into or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of such Subsidiary to (i) pay dividends or make any other distribution
with respect to its Stock or Stock Equivalents, (ii) transfer any of its
properties or assets or (iii) make loans or advances to or other Investments in,
or pay any Indebtedness owed to, Co-Borrower or any Restricted Subsidiary or (b)
enter into or suffer to exist or become effective any agreement prohibiting or
limiting the ability of Co-Borrower or any Restricted Subsidiary to create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, to secure the Secured
Obligations, including any agreement requiring any other Indebtedness or
Contractual Obligation to be equally and ratably secured with the Secured
Obligations; PROVIDED, HOWEVER, that the foregoing shall not apply to (v) (i)
during the Refinancing Grace Period, restrictions imposed by Indebtedness listed
on SCHEDULE 7.11(A) and (ii) from the Initial Closing Date through the Second
Closing Date only, restrictions imposed by Indebtedness listed on SCHEDULE
8.1(B), in each case that existed prior to the Initial Closing Date, (w)
restrictions imposed by Permitted Non-Compliant Debt that existed prior to the
Initial Closing Date, (x) customary restrictions contained in any Hedging
Contract constituting a Secured Obligation, (y) encumbrances on assets acquired
by Borrower or any of its Subsidiaries, as long as such encumbrances are related
to the assets so acquired and were not created in connection with or in
anticipation of such acquisition and (z) encumbrances contained in any agreement
for the sale or other disposition of any Restricted Subsidiary in accordance
with the terms herewith that restricts distributions by such Restricted
Subsidiary pending such sale or other distribution; and PROVIDED, FURTHER, that
the foregoing clause (a)(ii) shall not apply to (A) restrictions in the
Indebtedness secured by a Lien permitted hereunder on any asset on the transfer
of such asset, (B) customary provisions entered into in the ordinary course of
business restricting assignment (including, in the case of leases, subletting,
and, in the case of licenses, sublicensing) of (or granting of Liens on) any
Contractual Obligation, (C) customary restrictions entered into in the ordinary
course of business in asset sale agreements, sale-leaseback agreements, stock
sale agreements and other similar agreements limiting the transfer of the assets
subject thereto pending the consummation of the sale provided therein or (D)
restrictions on cash or other deposit or net worth requirements imposed by
customers or contracts entered into in the ordinary course of business.

         Section 8.11      MODIFICATION OF CONSTITUENT DOCUMENTS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, change its capital structure (including in the
terms of its outstanding Stock) or otherwise amend its Constituent Documents,
except for changes and amendments that do not materially affect the rights and
privileges of Co-Borrower, Parent, Borrower or any Restricted Subsidiary and do
not materially affect the interests of the Administrative Agent, the Collateral
Agent, the Syndication Agents, the Lenders and the Issuers under the Loan
Documents or in the Collateral.

                                     -120-
<PAGE>

         Section 8.12      MODIFICATION OF CLOSING DATE RELATED DOCUMENTS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, (a) alter, rescind, terminate, amend, supplement,
waive or otherwise modify any provision of any Closing Date Related Document,
except for modifications that (i) do not affect the rights and privileges of
Co-Borrower, Parent, Borrower or any Restricted Subsidiary under such Closing
Date Related Document in a materially adverse manner and (ii) in any case, do
not affect the interests of the Collateral Agent, the Syndication Agents or any
Lender, Issuer or other Secured Party under the Loan Documents or in the
Collateral in a materially adverse manner, or (b) permit any breach or default
to exist under any Closing Date Related Document or take or fail to take any
action thereunder, if to do so could reasonably be expected to have a Material
Adverse Effect.

         Section 8.13      MODIFICATION OF SUBORDINATED DEBT DOCUMENTS AND
                           MANAGEMENT AGREEMENT

         (a)      Neither Co-Borrower nor Borrower shall, nor shall they permit
any Restricted Subsidiary to, change or amend the terms of any Permitted
Subordinated Debt (or any Subordinated Debt Document) if the effect of such
amendment is to (i) increase the cash pay portion of the interest rate (or
decrease the portion thereof that is not required to be paid in cash) on such
Permitted Subordinated Debt, (ii) change the dates upon which payments of
principal or interest are due on such Permitted Subordinated Debt other than to
extend such dates, (iii) change any default or event of default other than to
delete or make less restrictive any default provision therein, or change any
covenant with respect to such Permitted Subordinated Debt in any manner
materially adverse to Co-Borrower, Parent, Borrower, any Restricted Subsidiary
or any Agent, Lender, Issuer or other Secured Party, (iv) change the
subordination provisions of such Permitted Subordinated Debt, (v) change the
redemption or prepayment provisions of such Permitted Subordinated Debt other
than to extend the dates therefor or to reduce the premiums payable in
connection therewith or (vi) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights to the holder of such Permitted Subordinated Debt in
a manner adverse to Co-Borrower, Parent, Borrower, any Restricted Subsidiary or
the Administrative Agent, the Collateral Agent, the Syndication Agents or any
Lender, Issuer or other Secured Party.

         (b)      Each of Co-Borrower, Parent and Borrower shall, and shall
cause each Restricted Subsidiary to, ensure that the Obligations constitute
"Senior Debt" and "Designated Senior Debt" (or terms of similar import) as
customarily defined under any Subordinated Debt Document in respect of any
Permitted Subordinated Debt and that no other Indebtedness so qualifies under
any Subordinated Debt Document.

         (c)      None of Co-Borrower, Parent or Borrower shall, nor shall they
permit any Restricted Subsidiary to, change or amend the terms of the Management
Agreement if the effect of such amendment is to change or amend any term in a
manner materially adverse to Co-Borrower or any Restricted Subsidiary or any
Agent, Lender, Issuer or other Secured Party.

                                     -121-
<PAGE>

         Section 8.14      ACCOUNTING CHANGES; FISCAL YEAR

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary to, change its (a) accounting treatment and reporting
practices or tax reporting treatment, except as required by GAAP or any
Requirement of Law and disclosed to the Lenders and the Administrative Agent or
(b) fiscal year; PROVIDED that (i) the fiscal year of any of the Acquired
Businesses may be changed to conform to that of Borrower and (ii) Co-Borrower
and all of its Subsidiaries may change their fiscal year to conform to a
calendar year.

         Section 8.15      MARGIN REGULATIONS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any of their respective Subsidiaries to, use all or any portion of the proceeds
of any credit extended hereunder to purchase or carry margin stock (within the
meaning of Regulation U of the Federal Reserve Board) in contravention of
Regulation U of the Federal Reserve Board.

         Section 8.16      NO SPECULATIVE TRANSACTIONS

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any of their respective Subsidiaries to, engage in any speculative transaction
or in any transaction involving Hedging Contracts except as required by SECTION
7.14 or for the sole purpose of hedging in the normal course of business.

         Section 8.17      COMPLIANCE WITH ERISA

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any Restricted Subsidiary or any ERISA Affiliate to, cause or permit to occur
(a) an event that would reasonably be expected to result in the imposition of a
Lien under Section 412 of the Code or Section 302 or 4068 of ERISA or (b) an
ERISA Event that would, in the aggregate, have a Material Adverse Effect.

         Section 8.18      LIMITATION ON ISSUANCE OF STOCK

         None of Co-Borrower, Parent or Borrower shall, nor shall they permit
any of their respective Subsidiaries to:

         (a)      with respect to Co-Borrower, issue any Disqualified Stock or
     Stock Equivalent related to Disqualified Stock; and

         (b)      with respect to Parent or any Subsidiary of Parent, issue any
     Stock (including by way of sales of treasury stock) or any Stock
     Equivalent, except (i) for stock splits, stock dividends and additional
     issuances of Stock which do not decrease the percentage ownership of Parent
     or any Subsidiary of Parent in any class of the Stock of such Subsidiary;
     (ii) Subsidiaries of Borrower formed after the Closing Date in accordance
     with SECTION 8.7 may issue Stock to Borrower or a Subsidiary of Borrower
     which is to own such Stock; and (iii) Borrower may issue common stock that
     is not Disqualified Stock to Parent. All Stock issued in accordance with
     this SECTION 8.18 shall, to the extent

                                     -122-
<PAGE>

     required by SECTIONS 7.11 and 7.16 or the Pledge and Security Agreement, be
     delivered to the Collateral Agent for pledge pursuant to the Pledge and
     Security Agreement.

         Section 8.19      MAINTENANCE OF CORPORATE SEPARATION

         The Loan Parties shall not permit any Unrestricted Subsidiary to (a)
fail to satisfy customary corporate formalities, including (i) the holding of
regular board of directors' and shareholders' meetings, (ii) the maintenance of
separate corporate records and (iii) the maintenance of separate bank accounts
in its own name; (b) fail to act solely in its own corporate name and through
its authorized officers and agents; (c) commingle any of its money or other
assets with any money or other assets of any Loan Party; or (d) take any action
or conduct its affairs in a manner which is reasonably likely to result in the
separate corporate existence of the Loan Parties from the Unrestricted
Subsidiaries to be ignored or the assets and liabilities of any Unrestricted
Subsidiary being substantively consolidated with those of any Loan Party in any
bankruptcy, insolvency proceeding; or permit any Loan Party to make any payment
to any creditor of any Unrestricted Subsidiary or provide any direct or indirect
guarantee or other credit support for any Indebtedness or other obligations of
any Unrestricted Subsidiary.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         Section 9.1       EVENTS OF DEFAULT

         Each of the following events shall be an "EVENT OF DEFAULT":

         (a)      Borrower or Co-Borrower shall fail to pay any principal of any
     Loan made hereunder or any obligation owing by Borrower or Co-Borrower
     under SECTION 2.2(C) (after giving effect to any grace period set forth
     therein) or any Reimbursement Obligation when the same becomes due and
     payable; or

         (b)      any Loan Party shall fail to pay any interest on any Loan, any
     fee under any of the Loan Documents or any other Secured Obligation (other
     than one referred to in clause (a) above) and such non-payment continues
     for a period of five Business Days after the due date therefor; or

         (c)      any representation or warranty made or deemed made by any Loan
     Party in any Loan Document or by any Loan Party (or any of its officers) in
     connection with any Loan Document shall prove to have been incorrect in any
     material respect when made or deemed made; or

         (d)      any Loan Party shall fail to perform or observe (i) any term,
     covenant or agreement contained in SECTION 2.20(A), ARTICLE V, SECTION 6.2,
     6.3, 7.1, 7.9 or 7.18 or ARTICLE VIII or (ii) any other term, covenant or
     agreement contained in this Agreement or in any other Loan Document if such
     failure under this clause (ii) shall remain unremedied for 30 days after
     the earlier of (A) the date on which a Responsible Officer of Borrower
     becomes aware of such failure and (B) the date on which written notice
     thereof shall have been given to Borrower by the Administrative Agent or
     any Lender; or

                                     -123-
<PAGE>

         (e)      (i) Co-Borrower, Parent, Borrower or any of their respective
     Subsidiaries shall fail to make (after giving effect to any applicable
     grace period) any payment on any Indebtedness of Co-Borrower, Parent,
     Borrower or any such Subsidiary (other than the Obligations) or any
     Guaranty Obligation in respect of Indebtedness of any other Person, and, in
     each case, such failure relates to Indebtedness having a principal amount
     equal to or exceeding $25,000,000, when the same becomes due and payable
     (whether by scheduled maturity, required prepayment, acceleration, demand
     or otherwise), (ii) any other event shall occur or condition shall exist
     under any agreement or instrument relating to any such Indebtedness, if the
     effect of such event or condition is to accelerate, or to permit the
     acceleration of, the maturity of such Indebtedness or (iii) any such
     Indebtedness shall become or be declared to be due and payable, or be
     required to be prepaid or repurchased (other than by a regularly scheduled
     required prepayment), prior to the stated maturity thereof; PROVIDED that
     (x) for the period from the Initial Closing Date to the date that is 60
     days after the Initial Closing Date (the "REFINANCING GRACE PERIOD"), it
     shall not be an Event of Default if an event of the type described in
     clause (ii) or (iii) above shall occur with respect to Indebtedness listed
     on SCHEDULE 7.11(A) and (y) on the Initial Closing Date and the Second
     Closing Date, it shall not be an Event of Default if an event of the type
     described in clause (ii) or (iii) above shall occur with respect to
     Indebtedness listed on SCHEDULE 8.1(B); PROVIDED FURTHER that any such
     event (whether occurring before, during or after (in the case of clause
     (x)) the Refinancing Grace Period or (in the case of clause (y)) the Second
     Closing Date) shall become an Event of Default after (in the case of clause
     (x)) the expiration of the Refinancing Grace Period or (in the case of
     clause (y)) the Second Closing Date unless such Indebtedness has been
     repaid in full; or

         (f)      (i) Co-Borrower, Parent, Borrower or any of their respective
     Subsidiaries shall generally not pay its debts as such debts become due,
     shall admit in writing its inability to pay its debts generally or shall
     make a general assignment for the benefit of creditors, (ii) any proceeding
     shall be instituted by or against Co-Borrower, Parent, Borrower or any of
     their respective Subsidiaries seeking to adjudicate it bankrupt or
     insolvent, or seeking liquidation, winding up, reorganization, arrangement,
     adjustment, protection, relief or composition of it or its debts, under any
     Requirement of Law relating to bankruptcy, insolvency or reorganization or
     relief of debtors, or seeking the entry of an order for relief or the
     appointment of a custodian, receiver, trustee or other similar official for
     it or for any substantial part of its property; PROVIDED, HOWEVER, that in
     the case of any such proceedings instituted against Co-Borrower, Parent,
     Borrower or any of their respective Subsidiaries (but not instituted by
     Co-Borrower, Parent, Borrower or any of their respective Subsidiaries),
     either such proceedings shall remain undismissed or unstayed for a period
     of 45 days or more or any action sought in such proceedings shall occur, or
     (iii) Co-Borrower, Parent, Borrower or any of their respective Subsidiaries
     shall take any corporate action to authorize any action set forth in
     clauses (i) and (ii) above; or

         (g)      one or more judgments or orders (or other similar process)
     involving, in the case of money judgments, an aggregate amount exceeding
     $25,000,000, shall be rendered against one or more of the Loan Parties or
     any Subsidiary thereof and either (i) enforcement proceedings shall have
     been commenced by any creditor upon such judgment or order or (ii) there
     shall be any period of 30 consecutive days during which a

                                     -124-
<PAGE>

     stay of enforcement of such judgment or order, by reason of a pending
     appeal or otherwise, shall not be in effect; or

         (h)      an ERISA Event shall occur and the amount of all liabilities
     and deficiencies resulting therefrom, whether or not assessed, exceeds
     $15,000,000 in the aggregate; or

         (i)      any provision of any Loan Document after delivery thereof
     shall for any reason (other than through a termination executed by the
     Collateral Agent or otherwise in accordance with its terms) fail or cease
     to be valid and binding on, or enforceable against, any Loan Party party
     thereto, or any Loan Party shall repudiate or deny (A) the validity or
     enforceability of any Loan Document or (B) any portion of its liability or
     obligation for the Obligations; or

         (j)      any Collateral Document shall for any reason fail or cease to
     create valid and enforceable Liens on any Collateral purported to be
     covered thereby or, except as permitted by the Loan Documents, such Liens
     shall fail or cease to constitute the Requisite Liens subject to Liens
     permitted hereby, or any Loan Party shall so state in writing and, if such
     invalidity relates solely to Collateral which has an aggregate value not
     exceeding $1,000,000 and such invalidity or unenforceability is such as to
     be amenable to cure without materially adversely affecting the Agents and
     the other Secured Parties under any Loan Document, such invalidity or
     unenforceability shall not be cured within 30 days; or

         (k)      there shall occur any Change of Control; or

         (l)      the failure of Borrower to repay or satisfy any Indebtedness
     within the time periods required by the definitions of ARG Refinancing and
     RTM Refinancing; or

         (m)      any Loan Party that is required to become a Guarantor pursuant
     to the proviso to SECTION 7.11(A) shall incur any Indebtedness, or cause or
     suffer to exist any Liens on its assets (other than Customary Permitted
     Liens and Liens existing on the date hereof), prior to becoming a
     Guarantor; or

         (n)      Co-Borrower or Borrower shall breach any representation,
     undertaking or covenant contained in any Payment Notice and Disbursement
     Request (as defined in the Escrow Agreement).

         Section 9.2       REMEDIES

         During the continuance of any Event of Default, the Administrative
Agent (a) at the request of the Requisite Lenders, shall, by notice to Borrower,
declare that all or any portion of the Commitments be terminated, whereupon the
obligation of each Lender to make any Loan and each Issuer to Issue any Letter
of Credit shall immediately terminate and (b) at the request of the Requisite
Lenders, shall, by notice to Borrower, declare the Loans, all interest thereon
and all other amounts and Obligations payable under this Agreement to be
forthwith due and payable, whereupon the Loans, all such interest and all such
amounts and Obligations shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any

                                     -125-
<PAGE>

kind, all of which are hereby expressly waived by Co-Borrower, Parent and
Borrower; PROVIDED, HOWEVER, that upon the occurrence of the Events of Default
specified in SECTION 9.1(F) in respect of Co-Borrower, Parent or Borrower, (x)
the Commitments of each Lender to make Loans and the commitments of each Lender
and Issuer to Issue or participate in Letters of Credit shall each automatically
be terminated and (y) the Loans, all such interest and all such amounts and
Obligations shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by Borrower and Co-Borrower. In addition to the remedies set
forth above, the Collateral Agent may exercise any remedies provided for by the
Collateral Documents in accordance with the terms thereof or any other remedies
provided by applicable law.

         Section 9.3       ACTIONS IN RESPECT OF LETTERS OF CREDIT

         At any time (a) upon the Revolving Credit Termination Date, (b) after
the Revolving Credit Termination Date when the aggregate funds on deposit in
Cash Collateral Accounts shall be less than 102% of the Letter of Credit
Obligations or (c) as may be required by SECTION 2.9(C) or (D), Borrower shall
pay to the Administrative Agent in immediately available funds at the
Administrative Agent's office referred to in SECTION 11.8(A), for deposit in a
Cash Collateral Account, (x) in the case of clauses (a) and (b) above, the
amount required so that, after such payment, the aggregate funds on deposit in
the Cash Collateral Accounts equal or exceed 102% of the sum of all outstanding
Letter of Credit Obligations and (y) in the case of clause (c) above, the amount
required by SECTION 2.9(C) or (D). The Administrative Agent may, from time to
time after funds are deposited in any Cash Collateral Account, apply funds then
held in such Cash Collateral Account to the payment of any amounts, in
accordance with SECTION 2.13(G), as shall have become or shall become due and
payable by Borrower to the Issuers or Lenders in respect of the Letter of Credit
Obligations. The Administrative Agent shall promptly give written notice of any
such application; PROVIDED, HOWEVER, that the failure to give such written
notice shall not invalidate any such application.

         Section 9.4       RESCISSION

         If at any time after termination of the Commitments or acceleration of
the maturity of the Loans, Borrower and/or Co-Borrower shall pay all arrears of
interest and all payments on account of principal of the Loans and Reimbursement
Obligations that shall have become due otherwise than by acceleration (with
interest on principal and, to the extent permitted by law, on overdue interest,
at the rates specified herein) and all Events of Default and Defaults (other
than non-payment of principal of and accrued interest on the Loans due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to SECTION 11.1, then upon the written consent of the Requisite Lenders and
written notice to Borrower, the termination of the Commitments or the
acceleration and their consequences may be rescinded and annulled; PROVIDED,
HOWEVER, that such action shall not affect any subsequent Event of Default or
Default or impair any right or remedy consequent thereon. The provisions of the
preceding sentence are intended merely to bind the Lenders and the Issuers to a
decision that may be made at the election of the Requisite Lenders, and such
provisions are not intended to benefit Borrower or Co-Borrower and do not give
Borrower or Co-Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

                                     -126-
<PAGE>

                                    ARTICLE X

                                   THE AGENTS

         Section 10.1      AUTHORIZATION AND ACTION

         (a)      Each Lender and each Issuer hereby appoints hereunder (i)
Citicorp as the Administrative Agent and the Collateral Agent, (ii) BofA and CS
as the Syndication Agents and (iii) Wachovia Bank, N.A. and SunTrust Bank as the
Co-Documentation Agents, and each Lender and each Issuer authorizes each such
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to such Agent
under such agreements and to exercise such powers as are reasonably incidental
thereto. Without limiting the foregoing, each Lender and each Issuer hereby
authorizes the Collateral Agent to execute and deliver, and to perform its
obligations under, any of the Loan Documents to which the Collateral Agent is
party, to exercise all rights, powers and remedies that the Collateral Agent may
have under such Loan Documents and, in the case of the Collateral Documents, to
act as agent under such Collateral Documents for Secured Parties.

         (b)      As to any matters not expressly provided for by this Agreement
and the other Loan Documents (including enforcement or collection), (i) the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Requisite Lenders, and such instructions shall be binding upon all Lenders
and each Issuer and (ii) the Collateral Agent shall not be required to take any
action that (x) the Collateral Agent in good faith believes exposes it to
personal liability unless it receives an indemnification satisfactory to it from
the Lenders and the Issuers with respect to such action or (y) is contrary to
any Loan Document or applicable law. The Collateral Agent agrees to give to each
other Agent, each Lender and each Issuer prompt notice of each notice given to
it by any Loan Party pursuant to the terms of this Agreement or the other Loan
Documents.

         (c)      In performing their respective functions and duties hereunder
and under the other Loan Documents, (i) the Administrative Agent is acting
solely on behalf of the Lenders and the Issuers except to the limited extent
provided in SECTION 2.7(B) and (ii) the Collateral Agent is acting solely on
behalf of the Secured Parties, and each of their respective duties are entirely
administrative in nature. The Collateral Agent does not assume, and shall not be
deemed to have assumed, any obligation other than as expressly set forth herein
and in the other Loan Documents or any other relationship as the agent,
fiduciary or trustee of or for any Lender, Issuer or holder of any other Secured
Obligation. The Collateral Agent may perform any of its duties under any of the
Loan Documents by or through its agents or employees.

         (d)      Notwithstanding anything else to the contrary in this
Agreement, none of the Arrangers, the Syndication Agents or the Documentation
Agents shall have any obligations or duties whatsoever in such capacity under
this Agreement or any other Loan Document, shall have any rights separate from
its rights as a Lender, except for consent rights expressly provided hereunder,
or shall incur any liability hereunder or thereunder in such capacity.

                                     -127-
<PAGE>

         Section 10.2      AGENTS' RELIANCE, ETC.

         No Agent, no Affiliate of any Agent and none of their respective
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it, him, her or them under or in connection with this
Agreement or the other Loan Documents, except for its, his, her or their own
gross negligence or willful misconduct. Without limiting the foregoing, the
Agents (a) may treat the payee of any Note as its holder until such Note has
been assigned in accordance with SECTION 11.2, (b) may rely on the Register to
the extent set forth in SECTION 2.7, (c) may consult with legal counsel
(including counsel to Co-Borrower, Parent, Borrower or any other Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, (d) make no
warranty or representation to any Lender or Issuer and shall not be responsible
to any Lender or Issuer for any statements, warranties or representations made
by or on behalf of Co-Borrower, Parent, Borrower or any of their respective
Subsidiaries in or in connection with this Agreement or any other Loan Document,
(e) shall not have any duty to ascertain or to inquire either as to the
performance or observance of any term, covenant or condition of this Agreement
or any other Loan Document, as to the financial condition of any Loan Party or
as to the existence or possible existence of any Default or Event of Default,
(f) shall not be responsible to any Lender or Issuer for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
attachment, perfection or priority of any Lien created or purported to be
created under or in connection with, this Agreement, any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto and (g)
shall incur no liability under or in respect of this Agreement or any other Loan
Document by acting upon any notice, consent, certificate or other instrument or
writing (which writing may be a telecopy or electronic mail) or any telephone
message believed by it to be genuine and signed or sent by the proper party or
parties.

         Section 10.3      POSTING OF APPROVED ELECTRONIC COMMUNICATIONS

         (a)      Each of the Lenders, the Issuers, the Agents, Co-Borrower,
Parent and Borrower agree, and Borrower shall cause each Subsidiary Guarantor to
agree, that each Agent may, but shall not be obligated to, make the Approved
Electronic Communications available to the Lenders and Issuers by posting such
Approved Electronic Communications on IntraLinks(TM) or a substantially similar
electronic platform chosen by the Administrative Agent to be its electronic
transmission system (the "APPROVED ELECTRONIC PLATFORM").

         (b)      Although the Approved Electronic Platform and its primary web
portal are secured with generally applicable security procedures and policies
implemented or modified by the Administrative Agent from time to time
(including, as of the Initial Closing Date, a dual firewall and a User
ID/Password Authorization System) and the Approved Electronic Platform is
secured through a single-user-per-deal authorization method whereby each user
may access the Approved Electronic Platform only on a deal-by-deal basis, each
of the Lenders, the Issuers, Co-Borrower, Parent and Borrower acknowledges and
agrees, and Borrower shall cause each Subsidiary Guarantor to acknowledge and
agree, that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated
with such distribution. In consideration for the convenience and other benefits
afforded by such distribution and for the other consideration provided
hereunder, the receipt and sufficiency

                                     -128-
<PAGE>

of which is hereby acknowledged, each of the Lenders, the Issuers, Co-Borrower,
Parent and Borrower hereby approves, and Borrower shall cause each Subsidiary
Guarantor to approve, distribution of the Approved Electronic Communications
through the Approved Electronic Platform and understands and assumes, and
Borrower shall cause each Subsidiary Guarantor to understand and assume, the
risks of such distribution.

         (c)      The Approved Electronic Communications and the Approved
Electronic Platform are provided "as is" and "as available". None of the Agents
or any of their respective Affiliates or any of their respective officers,
directors, employees, agents, advisors or representatives (the "AGENT
AFFILIATES") warrant the accuracy, adequacy or completeness of the Approved
Electronic Communications and the Approved Electronic Platform and each
expressly disclaims liability for errors or omissions in the Approved Electronic
Communications and the Approved Electronic Platform. No warranty of any kind,
express, implied or statutory (including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects) is made by the Agent
Affiliates in connection with the Approved Electronic Communications or the
Approved Electronic Platform.

         (d)      Each of the Lenders, the Issuers, Co-Borrower, Parent and
Borrower agrees, and Borrower shall cause each Subsidiary Guarantor to agree,
that each Agent may, but (except as may be required by applicable law) shall not
be obligated to, store the Approved Electronic Communications on the Approved
Electronic Platform in accordance with such Agent's generally applicable
document retention procedures and policies.

         Section 10.4      EACH AGENT INDIVIDUALLY

         With respect to its Ratable Portion, each of Citicorp, BofA and CS and
each other Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender. The terms "Lenders," "Revolving
Credit Lenders," "Term Loan Lenders," "Requisite Lenders" and any similar term
shall, unless the context clearly otherwise indicates, include, without
limitation, each Agent in its individual capacity as a Lender, a Revolving
Credit Lender, Term Loan Lender or as one of the Requisite Lenders. Each Agent
and its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, trust or other business with, any Loan Party as if such
Agent were not acting as Agent hereunder.

         Section 10.5      LENDER CREDIT DECISION

         Each Lender and each Issuer acknowledges that it shall, independently
and without reliance upon any Agent or any other Lender, conduct its own
independent investigation of the financial condition and affairs of Borrower,
Co-Borrower and each other Loan Party in connection with the making and
continuance of the Loans and with the issuance of the Letters of Credit. Each
Lender and each Issuer also acknowledges that it shall, independently and
without reliance upon any Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and
other Loan Documents.

                                     -129-
<PAGE>

         Section 10.6      INDEMNIFICATION

         Each Lender agrees to indemnify each Agent and each of its Affiliates,
and each of their respective directors, officers, employees, agents and advisors
(to the extent not reimbursed by Borrower, Co-Borrower or any other Loan Party),
from and against such Lender's aggregate Ratable Portion of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements (including fees, expenses and disbursements of
financial and legal advisors) of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against, such Agent or any of its
Affiliates, directors, officers, employees, agents and advisors in any way
relating to or arising out of this Agreement or the other Loan Documents or any
action taken or omitted by such Agent under this Agreement or the other Loan
Documents; PROVIDED, HOWEVER, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's or such
Affiliate's gross negligence, bad faith or willful misconduct. Without limiting
the foregoing, each Lender agrees to reimburse such Agent promptly upon demand
for its ratable share of any out-of-pocket expenses (including fees, expenses
and disbursements of financial and legal advisors) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or the other Loan Documents, to the
extent that such Agent is not reimbursed for such expenses by Borrower,
Co-Borrower or any other Loan Party. For purposes of this SECTION 10.6, the Loan
Documents shall be deemed not to include the Fee Letters.

         Section 10.7      SUCCESSOR ADMINISTRATIVE AGENT AND COLLATERAL AGENT

         Each of the Administrative Agent and the Collateral Agent may resign at
any time by giving written notice thereof to the Lenders and Borrower. Upon any
such resignation by the Administrative Agent or Collateral Agent, the Requisite
Lenders shall have the right to appoint a successor Administrative Agent or
Collateral Agent (as the case may be). If no successor Agent shall have been so
appointed, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation, then the retiring Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent or Collateral
Agent (as the case may be), selected from among the Lenders. In either case,
such appointment shall be subject to the prior written approval of Borrower
(which approval may not be unreasonably withheld and shall not be required upon
the occurrence and during the continuance of an Event of Default). Upon the
acceptance of any appointment as Administrative Agent or Collateral Agent by a
successor Agent, such successor Agent shall succeed to, and become vested with,
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement and the other Loan Documents. Prior to any retiring Agent's
resignation hereunder as Administrative Agent or Collateral Agent, the retiring
Agent shall take such action as may be reasonably necessary to assign to the
successor Agent its rights as Administrative Agent or Collateral Agent (as the
case may be) under the Loan Documents. After such resignation, the retiring
Agent shall continue to have the benefit of this ARTICLE X as to any actions
taken or omitted to be taken by it while it was Administrative Agent or
Collateral Agent (as the case may be) under this Agreement and the other Loan
Documents.

                                     -130-
<PAGE>

         Section 10.8      CONCERNING THE COLLATERAL AND THE COLLATERAL
                           DOCUMENTS

         Each Lender and each Issuer agrees that any action taken by the
Collateral Agent or the Requisite Lenders (or, where required by the express
terms of this Agreement, a greater proportion of the Lenders) in accordance with
the provisions of this Agreement or of the other Loan Documents, and the
exercise by the Collateral Agent or the Requisite Lenders (or, where so
required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders, Issuers and other Secured
Parties. Without limiting the generality of the foregoing, (i) the
Administrative Agent shall have the sole and exclusive right and authority to
act as the disbursing and collecting agent for the Lenders and the Issuers with
respect to all payments and collections arising in connection herewith and with
the Collateral Documents, (ii) the Collateral Agent shall have the sole
authority to (A) execute and deliver each Collateral Document and accept
delivery of each such agreement delivered by Co-Borrower, Parent, Borrower or
any of their respective Subsidiaries, (B) act as collateral agent for the
Lenders, the Issuers and the other Secured Parties for purposes of the
perfection of all security interests and Liens created by such agreements and
all other purposes stated therein; PROVIDED, HOWEVER, that the Collateral Agent
hereby appoints, authorizes and directs each Lender and Issuer to act as
collateral sub-agent for the Collateral Agent, the Lenders and the Issuers for
purposes of the perfection of all security interests and Liens with respect to
the Collateral, including any Deposit Accounts maintained by a Loan Party with,
and cash and Cash Equivalents held by, such Lender or such Issuer, (C) manage,
supervise and otherwise deal with the Collateral, (D) take such action as is
necessary or desirable to maintain the perfection and priority of the security
interests and Liens created or purported to be created by the Collateral
Documents and (E) except as may be otherwise specifically restricted by the
terms hereof or of any other Loan Document, exercise all remedies given to the
Collateral Agent, the Lenders, the Issuers and the other Secured Parties with
respect to the Collateral under the Loan Documents relating thereto, applicable
law or otherwise.

         Section 10.9      COLLATERAL MATTERS RELATING TO RELATED OBLIGATIONS

         The benefit of the Loan Documents and of the provisions of this
Agreement relating to the Collateral shall extend to and be available in respect
of any Secured Obligation arising under any Hedging Contract or Cash Management
Obligation or that is otherwise owed to Persons other than the Agents, the
Lenders and the Issuers (collectively, "RELATED OBLIGATIONS") solely on the
condition and understanding, as among the Collateral Agent and all Secured
Parties, that (a) the Related Obligations shall be entitled to the benefit of
the Loan Documents and the Collateral to the extent expressly set forth in this
Agreement and the other Loan Documents and to such extent the Collateral Agent
shall hold, and have the right and power to act with respect to, the Guaranty
and the Collateral on behalf of and as agent for the holders of the Related
Obligations, but the Collateral Agent is otherwise acting solely as agent for
the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty,
duty of care, duty of disclosure or other obligation whatsoever to any holder of
Related Obligations, (b) all matters, acts and omissions relating in any manner
to the Guaranty, the Collateral, or the omission, creation, perfection,
priority, abandonment or release of any Lien, shall be governed solely by the
provisions of this Agreement and the other Loan Documents and no separate Lien,
right, power or remedy shall arise or exist in favor of any Secured Party under
any separate instrument or agreement or in respect of any Related Obligation,
(c) each Secured Party shall be bound by all actions taken or

                                     -131-
<PAGE>

omitted, in accordance with the provisions of this Agreement and the other Loan
Documents, by the Collateral Agent and the Requisite Lenders, each of whom shall
be entitled to act at its sole discretion and exclusively in its own interest
given its own Commitments and its own interest in the Loans, Letter of Credit
Obligations and other Obligations to it arising under this Agreement or the
other Loan Documents, without any duty or liability to any other Secured Party
or as to any Related Obligation and without regard to whether any Related
Obligation remains outstanding or is deprived of the benefit of the Collateral
or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no
holder of Related Obligations and no other Secured Party (except the Agents, the
Lenders and the Issuers, to the extent set forth in this Agreement) shall have
any right to be notified of, or to direct, require or be heard with respect to,
any action taken or omitted in respect of the Collateral or under this Agreement
or the Loan Documents and (e) no holder of any Related Obligation shall exercise
any right of setoff, banker's lien or similar right except to the extent
provided in SECTION 11.6 and then only to the extent such right is exercised in
compliance with SECTION 11.7.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1      AMENDMENTS, WAIVERS, ETC.

         (a)      No amendment or waiver of any provision of this Agreement or
any other Loan Document nor consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be in writing and (x) in
the case of any such waiver or consent, signed by the Requisite Lenders (or by
the Administrative Agent with the consent of the Requisite Lenders), (y) in the
case of any amendment necessary to implement the terms of a Facilities Increase
in accordance with the terms hereof, signed by Borrower, Co-Borrower and the
Administrative Agent, and (z) in the case of any other amendment, signed by the
Requisite Lenders (or by the Administrative Agent with the consent of the
Requisite Lenders) and Borrower and Co-Borrower, and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED, HOWEVER, that no amendment, waiver or consent
shall, unless in writing and signed by each Lender directly affected thereby, in
addition to the Requisite Lenders (or the Administrative Agent with the consent
thereof), do any of the following:

         (i)      increase the Commitment of such Lender (it being understood
     that no amendment, modification, termination, waiver or consent with
     respect to any condition precedent, covenant or Default shall constitute an
     increase in the Commitment of any Lender);

         (ii)     extend the scheduled final maturity of any Loan owing to such
     Lender, or waive or postpone any scheduled date fixed for the payment or
     reduction of principal or payment of interest (other than with respect to
     the increase in such rate of interest triggered by any Default or Event of
     Default) of any such Loan or any fee owing to such Lender (it being
     understood that SECTION 2.9 does not provide for scheduled dates fixed for
     payment) or for the reduction of such Lender's Commitment;

                                     -132-
<PAGE>

         (iii)    reduce, or release Borrower or Co-Borrower from their
     respective obligations to repay, the principal amount of any Loan or
     Reimbursement Obligation owing to such Lender (other than by the payment or
     prepayment thereof);

         (iv)     reduce the rate of interest on any Loan or Reimbursement
     Obligation outstanding and owing to such Lender or any fee payable
     hereunder to such Lender;

         (v)      change the aggregate Ratable Portions of Lenders required for
     any or all Lenders to take any action hereunder or change the definition of
     Requisite Lenders or Ratable Portion, in each case other than as part of a
     Facilities Increase;

         (vi)     (a) release all or substantially all of the Collateral except
     as provided in SECTION 7.11 of the Pledge and Security Agreement or (b)
     release any Guarantor from its obligations under the Guaranty except in
     connection with the sale or other disposition of a Subsidiary Guarantor (or
     all or substantially all of the assets thereof) or the dissolution or
     liquidation of a Subsidiary Guarantor permitted by this Agreement (or
     permitted pursuant to a waiver or consent of a transaction otherwise
     prohibited by this Agreement);

         (vii)    amend SECTION 11.7 hereof or this SECTION 11.1 (it being
     understood that a Facilities Increase shall not constitute such an
     amendment); or

         (viii)   increase the maximum duration of any Interest Period or change
     the currency of any Obligation;

and PROVIDED, FURTHER, that:

         (ix)     (i) any change to the definition of the term "Term Loan
     Lenders" shall require the consent of the Requisite Term Loan Lenders and
     (ii) any change to the definition of Requisite Revolving Credit Lenders
     shall require the consent of the Requisite Revolving Credit Lenders, in
     each case other than as part of a Facilities Increase;

         (x)      (i) any modification of the application of payments to the
     Term Loans pursuant to SECTION 2.9 shall require the consent of the
     Requisite Term Loan Lenders (it being understood that Term Loans pursuant
     to a Facilities Increase may be included on a PRO RATA basis), (ii) any
     modification of the application of payments to the Revolving Loans pursuant
     to SECTION 2.9 or the reduction of the Revolving Credit Commitments
     pursuant to SECTION 2.5(B) shall require the consent of the Requisite
     Revolving Credit Lenders (it being understood that a Facilities Increase
     may be included on a PRO RATA basis) and (iii) any expressed change or
     waiver of any condition precedent in SECTION 3.2 to any Revolving Credit
     Borrowing shall require the written consent of the Requisite Revolving
     Credit Lenders;

         (xi)     no amendment, waiver or consent shall affect the rights or
     duties of any Agent or Issuer under this Agreement or the other Loan
     Documents unless in writing and signed by such Agent or Issuer in addition
     to the Lenders required above to take such action;

                                     -133-
<PAGE>

         (xii)    no amendment, waiver or consent shall, unless in writing and
     signed by the Swing Loan Lender in addition to the Lenders required above
     to take such action, affect the rights or duties of the Swing Loan Lender
     under this Agreement or the other Loan Documents; and

         (xiii)   notwithstanding any of the foregoing, the Administrative Agent
     may, solely with the consent of Borrower, amend, modify or supplement this
     Agreement to cure any typographical error, defect or inconsistency, as long
     as such amendment, modification or supplement does not adversely affect the
     rights of any Lender or any Issuer in any material respect.

         (b)      The Administrative Agent may, but shall have no obligation to,
with the written concurrence of any Lender, execute amendments, modifications,
waivers or consents on behalf of such Lender. Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given. No notice to or demand on Borrower or Co-Borrower in any case
shall entitle Borrower or Co-Borrower to any other or further notice or demand
in similar or other circumstances.

         (c)      If, in connection with any proposed amendment, modification,
waiver or termination requiring the consent of any Revolving Credit Lender or
Term Loan Lender of any Tranche in addition to the consent of the Requisite
Lenders, the consent of the Requisite Lenders is obtained but the consent of
such Revolving Credit Lender or Term Loan Lender whose consent is required is
not obtained (any such Lender whose consent is not obtained as described in this
SECTION 11.1 being referred to as a "NON-CONSENTING LENDER"), then, as long as
the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at
Borrower's request, an Eligible Assignee acceptable to the Administrative Agent
shall have the right with the Administrative Agent's consent and in the
Administrative Agent's sole discretion (but shall have no obligation) to
purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees
that it shall, upon the Administrative Agent's request, sell and assign to the
Lender acting as the Administrative Agent or such Eligible Assignee, all of the
Revolving Credit Commitments and Revolving Credit Outstandings of such
Non-Consenting Lender if such Non-Consenting Lender is a Revolving Credit Lender
and all of the Term Loans of such Non-Consenting Lender of such Tranche if such
Non-Consenting Lender is a Term Loan Lender of any Tranche, in each case for an
amount equal to the principal balance of all such Revolving Loans or Term Loans,
as applicable, held by the Non-Consenting Lender and all accrued and unpaid
interest and fees with respect thereto through the date of sale; PROVIDED,
HOWEVER, that such purchase and sale shall be recorded in the Register
maintained by the Administrative Agent and not be effective until (x) the
Administrative Agent shall have received from such Eligible Assignee an
agreement in form and substance reasonably satisfactory to the Administrative
Agent and Borrower whereby such Eligible Assignee shall agree to be bound by the
terms hereof and (y) such Non-Consenting Lender shall have received payments of
all Revolving Loans or Term Loans of any Tranche, as applicable, held by it and
all accrued and unpaid interest and fees with respect thereto through the date
of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender, it
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance to evidence such sale and purchase and shall deliver to the
Administrative Agent any Note (if the assigning Lender's Loans are evidenced by
Notes) subject to such Assignment and Assumption; PROVIDED, HOWEVER, that the
failure of any Non-Consenting Lender to execute an Assignment and Assumption
shall not

                                     -134-
<PAGE>

render such sale and purchase (and the corresponding assignment) invalid and
such assignment shall be recorded in the Register.

         Section 11.2      SUCCESSORS AND ASSIGNS

         (a)      The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that none of Co-Borrower, Parent, Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of clause (b) of this SECTION 11.2, (ii) by way of
participation in accordance with the provisions of clause (d) of this SECTION
11.2 or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of clause (f) of this SECTION 11.2 (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, express or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in clause (d) of this
SECTION 11.2 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

         (b)      Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans at the time owing
to it); PROVIDED that any such assignment shall be subject to the following
conditions:

         (i)      Minimum amounts:

                  (A)      in the case of an assignment of the entire remaining
         amount of the assigning Lender's Commitments and the Loans at the time
         owing to it or in the case of an assignment to a Lender, an Affiliate
         of a Lender or an Approved Fund of a Lender, no minimum amount need be
         assigned; and

                  (B)      in any case not described in paragraph (b)(i)(A) of
         this Section, the aggregate amount of the Commitments (which for this
         purpose includes Loans outstanding thereunder) or, if the applicable
         Commitment is not then in effect, the principal outstanding balance of
         the Loans of the assigning Lender subject to each such assignment
         (determined as of the date the Assignment and Assumption with respect
         to such assignment is delivered to the Administrative Agent or, if
         "Trade Date" is specified in the Assignment and Assumption, as of such
         "Trade Date") shall be in a multiple of $1,000,000 and shall not be
         less than (x) $5,000,000, in the case of any assignment in respect of
         the Revolving Credit Facility, or (y) $1,000,000, in the case of any
         assignment in respect of the Term Loan Facility, unless each of the
         Administrative Agent and, so long as no Default or Event of Default has
         occurred and is continuing, the relevant Borrower otherwise consents
         (each such consent not to be unreasonably withheld or delayed);
         PROVIDED that for purposes of the foregoing, simultaneous assignments
         by a Lender to an Eligible

                                     -135-
<PAGE>

         Assignee and one or more Approved Funds thereof shall be deemed a
         single assignment.

         (ii)     Each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement with respect to the Loan or the Commitment assigned,
     except that this clause (ii) shall not prohibit any Lender from assigning
     all or a portion of its rights and obligations among the Revolving Credit
     Facility and the Term Loan Facility, or among separate Tranches of the Term
     Loan Facility, on a non-PRO RATA basis.

         (iii)    No consent shall be required for any assignment except to the
     extent required by paragraph (b)(i)(B) of this SECTION 11.2 and, in
     addition:

                  (A)      the consent of the relevant Borrower (such consent
         not to be unreasonably withheld or delayed) shall be required unless
         (x) a Default or Event of Default has occurred and is continuing at the
         time of such assignment or (y) such assignment is to a Federal Reserve
         Bank, a Lender, an Affiliate of a Lender or an Approved Fund of a
         Lender;

                  (B)      the consent of the Administrative Agent (such consent
         not to be unreasonably withheld or delayed) shall be required for
         assignments in respect of (i) an unfunded Term Loan Commitment or a
         Revolving Credit Commitment if such assignment is to a Person that is
         not a Lender with a Commitment in respect of the relevant Facility, an
         Affiliate of such a Lender or an Approved Fund of such a Lender or (ii)
         a funded Term Loan to a Person who is not a Lender, an Affiliate of a
         Lender or an Approved Fund of a Lender; and

                  (C)      the consent of each Issuer (such consent not to be
         unreasonably withheld or delayed) shall be required for any assignment
         that increases the obligation of the assignee to participate in
         exposure under one or more Letters of Credit (whether or not then
         outstanding) and Swing Loan Lender (such consent not to be unreasonably
         withheld or delayed) shall be required for any assignment in respect of
         the Revolving Credit Facility;

     PROVIDED that, notwithstanding any other provision of this SECTION 11.2,
     the consent of Borrower shall not be required in any manner with respect to
     any assignment to an Eligible Assignee if such assignment relates to the
     Term Loan Facility and is made prior to the Syndication Completion Date.

         (iv)     The parties to each assignment shall execute and deliver to
     the Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $3,500, and the assignee, if it is not a
     Lender, shall deliver to the Administrative Agent an Administrative
     Questionnaire (in a form reasonably satisfactory to the Administrative
     Agent); PROVIDED that no such fee shall be required in respect of
     assignments (x) made pursuant to SECTION 2.18 or SECTION 11.1(C) or (y) by
     or to CS or its Affiliates; PROVIDED that for purposes of the foregoing,
     simultaneous assignments by a Lender to an Eli-

                                     -136-
<PAGE>

     gible Assignee and one or more Approved Funds thereof shall be deemed a
     single assignment.

         (v)      Notwithstanding any other provision of this SECTION 11.2, the
     consent of the Administrative Agent shall not be required in connection
     with any assignment to Sponsor, Co-Borrower, Parent, Borrower or any of
     their respective Affiliates or Subsidiaries.

         (vi)     No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to SECTION 2.7(C), from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of SECTION 2.14, SECTION 2.15, SECTION 2.16, SECTION 2.17, SECTION
11.3, SECTION 11.4 and SECTION 11.5 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with clause (d) of this SECTION 11.2.

         (c)      Upon its receipt of an Assignment and Assumption executed by
an assigning Lender and an assignee, the Administrative Agent shall, if such
Assignment and Assumption has been completed, (i) accept such Assignment and
Assumption, (ii) record or cause to be recorded the information contained
therein in the Register and (iii) give prompt notice thereof to Borrower. Within
5 Business Days after its receipt of such notice, Borrower and/or Co-Borrower
(as applicable), at their own expense, shall, if requested by such assignee,
execute and deliver to the Administrative Agent new Notes to the order of such
assignee in an amount equal to the Commitments and Loans assumed by it pursuant
to such Assignment and Assumption and, if the assigning Lender has surrendered
any Note for exchange in connection with the assignment and has retained
Commitments or Loans hereunder, new Notes to the order of the assigning Lender
in an amount equal to the Commitments and Loans retained by it hereunder. Such
new Notes shall be dated the same date as the surrendered Notes and be in
substantially the form of EXHIBIT B-1 or EXHIBIT B-2, as applicable.

         (d)      Any Lender may at any time, without the consent of, or notice
to, Co-Borrower, Parent, Borrower or the Administrative Agent, sell
participations to any Person (other than a Restricted Entity or a natural person
or Co-Borrower, Parent, Borrower or any of their respective Affiliates or
Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans owing to it); PROVIDED that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) Borrower, the Administrative Agent, the

                                     -137-
<PAGE>

Lenders, each Issuer and the Swing Loan Lender shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. If Borrower consents to any Participant, such
consent shall be definitive evidence that such Participant is not a Restricted
Entity.

         Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; PROVIDED that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in clause (iii), (iv), (v) or
(viii)(a) of the proviso to SECTION 11.1(A) that affects such Participant.
Subject to paragraph (e) of this Section, Co-Borrower, Parent and Borrower agree
that each Participant shall be entitled to the benefits of SECTION 2.14, SECTION
2.15, SECTION 2.16 and SECTION 2.17 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of SECTION 11.6 as though it were a Lender, PROVIDED such
Participant agrees to be subject to SECTION 11.7 as though it were a Lender.

         (e)      A Participant shall not be entitled to receive any greater
payment under SECTION 2.14, SECTION 2.15, SECTION 2.16 or SECTION 2.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower's prior written consent or the right to a
greater payment arises from a change in Requirements of Law after such
Participant became a Participant. A Participant that would be a Non-U.S. Lender
if it were a Lender shall not be entitled to the benefits of SECTION 2.17 unless
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of Borrower, to comply with clause (f) of
such Section as though it were a Lender.

         (f)      Any Lender may, without the consent of Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; PROVIDED that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

         (g)      The Administrative Agent shall not have any responsibility for
ensuring that an assignee of, or a participant in, a Loan or Commitment is not a
Restricted Entity, and shall not have any liability in the event that Loans or
Commitments, or a participation therein, are transferred to any Restricted
Entity.

         Section 11.3      COSTS AND EXPENSES

         (a)      Borrower and Co-Borrower agree upon demand (but within 10 days
after delivery of notice for any such amounts arising after the Initial Closing
Date) to pay, or reimburse each Agent for, all of such Agents' reasonable and
documented audit, legal, appraisal, valuation, filing, document duplication and
reproduction and investigation expenses and for all other reasonable and
documented out-of-pocket costs and expenses of every type and nature (in-

                                     -138-
<PAGE>

cluding the reasonable and documented fees, expenses and disbursements of the
Administrative Agent's counsel, Cahill Gordon & Reindel LLP, local legal
counsel, auditors, accountants, appraisers, printers, insurance and
environmental advisors, and other consultants and agents) incurred by each such
Agent in connection with any of the following: (i) in the case of the Collateral
Agent, the Collateral Agent's audit and investigation of Co-Borrower and its
Subsidiaries in connection with the preparation, negotiation or execution of any
Loan Document or the Collateral Agent's periodic audits of Co-Borrower or any of
its Subsidiaries, as the case may be, (ii) the preparation, negotiation,
execution or interpretation of this Agreement (including, without limitation,
the satisfaction or attempted satisfaction of any condition set forth in ARTICLE
III), any Loan Document or any proposal letter or commitment letter issued in
connection therewith after the Initial Closing Date, or the making of the Loans
hereunder, (iii) the creation, perfection or protection of the Liens under any
Loan Document (including any reasonable and documented fees, disbursements and
expenses for local counsel in various jurisdictions), (iv) the ongoing
administration of this Agreement and the Loans, including consultation with
attorneys in connection therewith and with respect to each such Agent's rights
and responsibilities hereunder and under the other Loan Documents, (v) the
protection, collection or enforcement of any Obligation or the enforcement of
any Loan Document, (vi) the commencement, defense or intervention in any court
proceeding relating in any way to the Obligations, any Loan Party, any of
Co-Borrower's Subsidiaries, the Transactions, the Closing Date Related
Documents, this Agreement or any other Loan Document, (vii) the response to, and
preparation for, any subpoena or request for document production with which such
Agent is served or deposition or other proceeding in which such Agent is called
to testify, in each case, relating in any way to the Obligations, any Loan
Party, any of Co-Borrower's Subsidiaries, the Transactions, the Closing Date
Related Documents, this Agreement or any other Loan Document or (viii) any
amendment, consent, waiver, assignment, restatement, or supplement to any Loan
Document or the preparation, negotiation and execution of the same; PROVIDED,
HOWEVER, that (x) except in connection with clauses (v) through (vii) above, the
Agents may not be reimbursed hereunder for the expenses of more than one outside
counsel between them in addition to counsel to the Collateral Agent (to the
extent the Administrative Agent and Collateral Agent are different Persons) and,
in each case, any reasonably appropriate local and special counsels (but not
more than one counsel with respect to any jurisdiction or specialty) and (y)
Borrower and Co-Borrower shall not be required to pay for the fees and expenses
of any third party consultant, appraiser or auditor advising any Agent without
the consent of Borrower (which consent shall not be unreasonably withheld).

         (b)      Borrower and Co-Borrower further agree to pay or reimburse
each of the Agents, Lenders and Issuers upon demand for all reasonable and
documented out-of-pocket costs and expenses, including reasonable and documented
attorneys' fees, incurred by each such Agent, Lender or Issuer in connection
with any of the following: (i) in enforcing any Loan Document or Obligation or
any security therefor or exercising or enforcing any other right or remedy
available by reason of an Event of Default, (ii) in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in
the nature of a "work-out" or in any insolvency or bankruptcy proceeding, (iii)
in commencing, defending or intervening in any litigation or in filing a
petition, complaint, answer, motion or other pleadings in any legal proceeding
relating to the Obligations, any Loan Party or any of Co-Borrower's Subsidiaries
and related to or arising out of the transactions contemplated hereby (including
the Transactions) or by any other Loan Document or Closing Date Related Document
or (iv) in taking any other action in or

                                     -139-
<PAGE>

with respect to any suit or proceeding (bankruptcy or otherwise) described in
clause (i), (ii) or (iii) above.

         Section 11.4      INDEMNITIES

         (a)      Borrower and Co-Borrower agree to indemnify and hold harmless
each Agent, each Arranger, each Lender and each Issuer (including each Person
obligated on a Hedging Contract the obligations under which are Hedging Contract
Obligations if such Person was a Lender or Issuer at the time of it entered into
such Hedging Contract) and each of their respective Affiliates, and each of the
directors, officers, employees, agents, trustees, representatives, attorneys,
consultants and advisors of or to any of the foregoing (including those retained
in connection with the satisfaction or attempted satisfaction of any condition
set forth in ARTICLE III) (each such Person being an "INDEMNITEE") from and
against any and all claims, damages, liabilities, obligations, losses,
penalties, actions, judgments, suits (including suits by Co-Borrower, Parent,
Borrower or any of their respective Subsidiaries or Affiliates), and reasonable
out-of-pocket costs, disbursements and expenses, joint or several, of any kind
or nature (including reasonable fees, disbursements and expenses of financial
and legal advisors to any such Indemnitee) that may be imposed on, incurred by
or asserted against any such Indemnitee in connection with or arising out of any
investigation, litigation or proceeding, whether or not such investigation,
litigation or proceeding is brought by any such Indemnitee or any of its
directors, security holders or creditors or any such Indemnitee, director,
security holder or creditor is a party thereto, whether direct, indirect, or
consequential and whether based on any federal, state or local law or other
statutory regulation, securities or commercial law or regulation, or under
common law or in equity, or on contract, tort or otherwise, in any manner
relating to or arising out of this Agreement, any other Loan Document, any
Obligation, any Letter of Credit, any Disclosure Document, any Closing Date
Related Document, the Transactions or any act, event or transaction related or
attendant to any thereof, or the use or intended use of the proceeds of the
Loans or Letters of Credit or in connection with any investigation of any
potential matter covered hereby (collectively, the "INDEMNIFIED Matters");
PROVIDED, HOWEVER, that Borrower and Co-Borrower shall not have any liability
under this SECTION 11.4 to an Indemnitee with respect to any Indemnified Matter
to the extent such Indemnified Matter has resulted from the gross negligence or
willful misconduct of that Indemnitee or its Affiliates, officers, directors,
employees, agents or representatives, as determined by a court of competent
jurisdiction in a final non-appealable judgment or order; and PROVIDED, FURTHER,
that Borrower and Co-Borrower shall not be required to reimburse any Agent,
Lender or Issuer (in each case together with their Affiliates, officers,
directors, employees, agents, attorneys and representatives) for the expenses of
more than one counsel for each of them (in addition to the expenses of
appropriate local and special counsel). Without limiting the foregoing,
"Indemnified Matters" includes (i) all Environmental Liabilities and Costs
arising from or connected with the past, present or future operations of
Co-Borrower or any of its Subsidiaries, or any of their respective predecessors
in interest, or damage to real or personal property or natural resources or harm
or injury alleged to have resulted from any Release of Contaminants on, upon or,
into or emanating from such property or any contiguous real estate, (ii) any
costs or liabilities incurred in connection with any Remedial Action associated
with the operations or property of Co-Borrower or any of its Subsidiaries or any
of their respective predecessors in interest, (iii) any costs or liabilities
incurred in connection with any Environmental Lien and (iv) any costs or
liabilities incurred in connection with any other matter under any Environmental
Law, including CERCLA and applicable state property transfer laws, except, with
re-

                                     -140-
<PAGE>

spect to those matters referred to in clauses (i), (ii), (iii) and (iv) above,
to the extent (x) incurred following foreclosure by any Agent, any Lender or any
Issuer, or any Agent, any Lender or any Issuer having become the successor in
interest to Co-Borrower or any of its Subsidiaries and (y) attributable to gross
negligence or willful misconduct of such Agent, such Lender or such Issuer.

         (b)      Borrower and Co-Borrower shall indemnify each Agent, Lender
and Issuer for, and hold each Agent, Lender and Issuer harmless from and
against, any and all claims for brokerage commissions, fees and other
compensation made against the Agents, the Lenders and the Issuers for any
broker, finder or consultant with respect to any agreement, arrangement or
understanding made by or on behalf of any Loan Party or any of their respective
Subsidiaries in connection with the transactions contemplated by this Agreement.

         (c)      Each of Co-Borrower, Parent and Borrower, at the request of
any Indemnitee, shall have the obligation to defend, and to cause each of its
Subsidiaries to defend, against any investigation, litigation or proceeding or
requested Remedial Action, in each case contemplated in clause (a) above, and
Co-Borrower, Parent, Borrower and each such Subsidiary, in any event, may
participate in the defense thereof with legal counsel of Co-Borrower's,
Parent's, Borrower's or such Subsidiary's choice. In the event that such
Indemnitee requests Co-Borrower, Parent, Borrower or any such Subsidiary to
defend against such investigation, litigation or proceeding or requested
Remedial Action, Co-Borrower, Parent, Borrower or such Subsidiary shall promptly
do so and such Indemnitee shall have the right to have legal counsel of its
choice participate in such defense. No action taken by legal counsel chosen by
such Indemnitee in defending against any such investigation, litigation or
proceeding or requested Remedial Action shall vitiate or in any way impair
Borrower's and Co-Borrower's obligations and duties hereunder to indemnify and
hold harmless such Indemnitee.

         (d)      Each of Co-Borrower, Parent and Borrower agrees, and shall
cause each of its Subsidiaries to agree, that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including
pursuant to this SECTION 11.4) or any other Loan Document shall (i) survive
payment in full of the Obligations and (ii) inure to the benefit of any Person
that was at any time an Indemnitee under this Agreement or any other Loan
Document.

         Section 11.5      LIMITATION OF LIABILITY

         (a)      Each of Co-Borrower, Parent and Borrower agrees that no
Indemnitee shall have any liability (whether in contract, tort or otherwise) to
any Loan Party or any Subsidiary of any Loan Party or any of their respective
equityholders or creditors for or in connection with the transactions
contemplated hereby (including the Transactions) or by any other Loan Document
or the Closing Date Related Documents, except to the extent such liability is
determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnitee's (or its Affiliates',
officers', directors', employees', agents' or representatives') gross negligence
or willful misconduct. In no event, however, shall any party hereto be liable on
any theory of liability for any special, consequential or punitive damages
(including, without limitation, any loss of profits, business or anticipated
savings). Each of the parties hereto hereby waives, releases and agrees (each
for itself and on behalf of its Subsidiaries) not to

                                     -141-
<PAGE>

sue upon any such claim for any special, consequential or punitive damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

         (b)      IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO
ANY LOAN PARTY, LENDER, ISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND,
INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE), ARISING OUT OF
ANY LOAN PARTY'S OR ANY AGENT AFFILIATE'S TRANSMISSION OF APPROVED ELECTRONIC
COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC
PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN
A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED FORM SUCH AGENT AFFILIATE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

         Section 11.6      RIGHT OF SETOFF

         Upon the occurrence and during the continuance of any Event of Default
each Lender and each Affiliate of a Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other Indebtedness at any time owing by such Lender or its
Affiliates to or for the credit or the account of Co-Borrower, Parent or
Borrower against any and all of the Obligations now or hereafter existing
whether or not such Lender shall have made any demand under this Agreement or
any other Loan Document and even though such Obligations may be unmatured. Each
Lender agrees promptly to notify Borrower after any such setoff and application
made by such Lender or its Affiliates; PROVIDED, HOWEVER, that the failure to
give such notice shall not affect the validity of such setoff and application.
The rights of each Lender under this SECTION 11.6 are in addition to the other
rights and remedies (including other rights of setoff) that such Lender may
have.

         Section 11.7      SHARING OF PAYMENTS, ETC.

         (a)      If any Lender (directly or through an Affiliate thereof)
obtains any payment (whether voluntary, involuntary or through the exercise of
any right of setoff (including pursuant to SECTION 11.6 or otherwise)) of the
Loans owing to it, any interest thereon, fees in respect thereof or amounts due
pursuant to SECTION 11.3 or 11.4 (other than payments pursuant to SECTION 2.14,
2.15, 2.16 or 2.17) or otherwise receives any Collateral or any "Proceeds" (as
defined in the Pledge and Security Agreement) of Collateral (other than payments
pursuant to SECTION 2.14, 2.15, 2.16 or 2.17 (in each case, whether voluntary,
involuntary, through the exercise of any right of setoff or otherwise (including
pursuant to SECTION 11.6)) in excess of its Ratable Portion of all payments of
such Obligations obtained by all the Lenders, such Lender (a "PURCHASING
LENDER") shall forthwith purchase from the other Lenders (each, a "SELLING
LENDER") such participations in their Loans or other Obligations as shall be
necessary to cause such Purchasing Lender to share the excess payment ratably
with each of them.

         (b)      If all or any portion of any payment received by a Purchasing
Lender is thereafter recovered from such Purchasing Lender, such purchase from
each Selling Lender shall

                                     -142-
<PAGE>

be rescinded and such Selling Lender shall repay to the Purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Selling Lender's ratable share (according to the proportion of (i) the
amount of such Selling Lender's required repayment in relation to (ii) the total
amount so recovered from the Purchasing Lender) of any interest or other amount
paid or payable by the Purchasing Lender in respect of the total amount so
recovered.

         (c)      Co-Borrower, Parent and Borrower agree that any Purchasing
Lender so purchasing a participation from a Selling Lender pursuant to this
SECTION 11.7 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of setoff) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower
and/or Co-Borrower, as the case may be, in the amount of such participation.

         Section 11.8      NOTICES, ETC.

         (a)      ADDRESSES FOR NOTICES. All notices, demands, requests,
consents and other communications provided for in this Agreement shall be given
in writing, or by any telecommunication device capable of creating a written
record (including electronic mail), and addressed to the party to be notified as
follows:

         (i)      if to Co-Borrower, Parent or Borrower:

                  c/o ARBY'S RESTAURANT GROUP, INC.
                  1000 Corporate Drive
                  Ft. Lauderdale, FL  33334-3651
                  Attention:  Doug Benham, Chief Executive Officer
                  Telecopy no.:  (954) 351-5783
                  E-Mail Address:  dbenham@arbys.com

                  with copies to:

                  TRIARC COMPANIES, INC.
                  280 Park Avenue, 41st Floor
                  New York, NY  10017
                  Attention:  General Counsel
                  Telecopy no.:  (212) 451-3216
                  E-Mail Address:  bschorr@triarc.com

                  and

                  ARBY'S RESTAURANT GROUP, INC.
                  1000 Corporate Drive
                  Ft. Lauderdale, FL  33334-3651
                  Attention:  Curtis Gimson, General Counsel
                  Telecopy no.:  (954) 351-5783
                  E-Mail Address:  cgimson@arbys.com

                                     -143-
<PAGE>

         (ii)     if to any Lender, at its Domestic Lending Office specified
     opposite its name on SCHEDULE II or on the signature page of any applicable
     Assignment and Assumption or Increase Joinder (or related document);

         (iii)    if to any Issuer, at the address set forth under its name on
     SCHEDULE II or on the signature page of any applicable Assignment and
     Assumption or Increase Joinder (or related document);

         (iv)     if to the Swing Loan Lender, at the address set forth under
     its name on SCHEDULE II or on the signature page of any applicable
     Assignment and Assumption or Increase Joinder (or related document); and

         (v)      if to the Administrative Agent or the Collateral Agent:

                  CITICORP NORTH AMERICA, INC.
                  390 Greenwich Street
                  New York, New York  10013
                  Attention:  Robert Ziemer, Global Loan Portfolio Management
                  Telecopy no.:  (646) 291-1655
                  E-Mail Address:  rob.ziemer@citigroup.com

or at such other address as shall be notified in writing (x) in the case of
Co-Borrower, Parent, Borrower, the Administrative Agent, the Collateral Agent
and the Swing Loan Lender, to the other parties and (y) in the case of all other
parties, to Borrower and the Administrative Agent.

         (b)      EFFECTIVENESS OF NOTICES. All notices, demands, requests,
consents and other communications described in clause (a) above shall be
effective (i) if delivered by hand, including any overnight courier service,
upon personal delivery, (ii) if delivered by mail, when deposited in the mails,
(iii) if delivered by posting to an Approved Electronic Platform, an Internet
website or a similar telecommunication device requiring a user prior access to
such Approved Electronic Platform, website or other device, when such notice,
demand, request, consent and other communication shall have been made generally
available on such Approved Electronic Platform, Internet website or similar
device to the class of Person being notified (regardless of whether any such
Person must accomplish, and whether or not any such Person shall have
accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user
agreement or undertaking a duty of confidentiality) and (iv) if delivered by
electronic mail or any other telecommunications device, when transmitted to an
electronic mail address (or by another means of electronic delivery) as provided
in clause (a) above; PROVIDED, HOWEVER, that notices and communications to the
Administrative Agent and the Collateral Agent pursuant to ARTICLE II or ARTICLE
X shall not be effective until received by the Administrative Agent or the
Collateral Agent, as the case may be.

         (c)      USE OF ELECTRONIC PLATFORM. Notwithstanding clauses (a) and
(b) above (unless the Administrative Agent or the Collateral Agent, as the case
may be, requests that the provisions of clause (a) and (b) above be followed)
and any other provision in this Agreement or any other Loan Document providing
for the delivery of any Approved Electronic Communication by any other means,
the Loan Parties shall deliver all Approved Electronic Communications

                                     -144-
<PAGE>

to the Administrative Agent and the Collateral Agent by properly transmitting
such Approved Electronic Communications electronically (in a format acceptable
to the Administrative Agent or the Collateral Agent, as the case may be) to
OPLOANSWEBADMIN@CITIGROUP.COM or such other electronic mail address (or similar
means of electronic delivery) as the Administrative Agent or the Collateral
Agent, as the case may be, may notify Borrower. Nothing in this clause (c) shall
prejudice the right of any Agent, Lender or Issuer to deliver any Approved
Electronic Communication to any Loan Party in any manner authorized in this
Agreement.

         Section 11.9      NO WAIVER; REMEDIES

         No failure on the part of any Lender, Issuer or any Agent to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

         Section 11.10     BINDING EFFECT

         This Agreement shall become effective when it shall have been executed
by Co-Borrower, Parent, Borrower and each Agent and when the Administrative
Agent shall have been notified by each Lender and Issuer that such Lender or
Issuer has executed it and thereafter shall be binding upon and inure to the
benefit of Co-Borrower, Parent, Borrower, each Agent and each Lender and Issuer
and, in each case, their respective successors and assigns; PROVIDED, HOWEVER,
that none of Co-Borrower, Parent nor Borrower shall have the right to assign any
of its rights hereunder or any interest herein without the prior written consent
of the Lenders.

         Section 11.11     GOVERNING LAW

         This Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the law
of the State of New York.

         Section 11.12     SUBMISSION TO JURISDICTION; SERVICE OF PROCESS

         (a)      Any legal action or proceeding with respect to this Agreement
or any other Loan Document may be brought in the courts of the State of New York
located in the City of New York or of the United States of America for the
Southern District of New York and, by execution and delivery of this Agreement,
each of Co-Borrower, Parent and Borrower hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of FORUM
NON CONVENIENS, that any of them may now or hereafter have to the bringing of
any such action or proceeding in such respective jurisdictions.

         (b)      Each party hereto irrevocably consents to service of process
in any action or proceeding arising out of or relating to any Loan Document in
the manner provided for notices (other than telecopier and electronic mail) in
SECTION 11.8. Nothing in this Agreement or any other Loan Document will affect
the right of any party hereto to serve process in any other manner permitted by
applicable Requirements of Law.

                                     -145-
<PAGE>

         (c)      Nothing contained in this SECTION 11.12 shall affect the right
of the Administrative Agent or any Lender to serve process in any other manner
permitted by law or commence legal proceedings or otherwise proceed against
Co-Borrower, Parent, Borrower or any other Loan Party in any other jurisdiction.

         Section 11.13     WAIVER OF JURY TRIAL

         EACH OF THE AGENTS, THE LENDERS, THE ISSUERS, CO-BORROWER, PARENT AND
BORROWER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

         Section 11.14     MARSHALING; PAYMENTS SET ASIDE

         None of the Agents, Lenders or Issuers shall be under any obligation to
marshal any assets in favor of Co-Borrower, Parent, Borrower or any other party
or against or in payment of any or all of the Obligations. To the extent that
Borrower or Co-Borrower makes a payment or payments to any Agent, Lender or
Issuer or any such Person receives payment from the proceeds of the Collateral
or exercises its rights of setoff, and such payment or payments or the proceeds
of such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

         Section 11.15     SECTION TITLES

         The section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.

         Section 11.16     EXECUTION IN COUNTERPARTS

         This Agreement may be executed in any number of counterparts and by
different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one
and the same agreement. Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document. Delivery of an executed signature page of
this Agreement by facsimile transmission or electronic mail, or by posting on
the Approved Electronic Platform, shall be as effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement
signed by all parties shall be lodged with Borrower and the Administrative
Agent.

         Section 11.17     ENTIRE AGREEMENT

         This Agreement, together with all of the other Loan Documents
(including, to the extent set forth therein, the Commitment Letter, dated May
27, 2005, from Citicorp, CGMI, BofA, Banc of America Securities, LLC, and CS and
accepted by Borrower and Co-Borrower)

                                     -146-
<PAGE>

and all certificates and documents delivered hereunder or thereunder, embodies
the entire agreement of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof. In the event of any
conflict between the terms of this Agreement and any other Loan Document, the
terms of this Agreement shall govern.

         Section 11.18     CONFIDENTIALITY

         Each Lender and each Agent agrees to keep information obtained by it
pursuant hereto and the other Loan Documents confidential in accordance with
such Lender's or such Agent's, as the case may be, customary practices and
agrees that it shall only use such information in connection with the
transactions contemplated by this Agreement and not disclose any such
information other than (a) to such Lender's or such Agent's, as the case may be,
employees, representatives and agents that are or are expected to be involved in
the evaluation of such information in connection with the transactions
contemplated by this Agreement and are advised of the confidential nature of
such information and agree to be bound by the provisions hereof, (b) to the
extent such information presently is or hereafter becomes available to such
Lender or such Agent, as the case may be, on a non-confidential basis from a
source other than Co-Borrower, Parent, Borrower or any other Loan Party and such
Lender or Agent does not reasonably suspect that such information is disclosed
in violation of a confidentiality agreement or is otherwise unauthorized, (c) to
the extent disclosure is required by law, regulation or judicial order or
requested or required by bank regulators or auditors, as long as, to the extent
permitted by Requirements of Law, notice thereof is given to Borrower by the
applicable Lender or Agent prior to (or, in the case of a judicial order,
promptly after) such disclosure and, to the extent reasonably practicable,
Borrower is given an opportunity to pursue a protective order (and the Lenders
and Agents agree not to object to any such pursuit), or (d) to a pledgee under
SECTION 11.2(F) or current or good faith prospective assignees and Participants,
contractual counterparties in any Hedging Contract permitted hereunder and to
their respective legal or financial advisors, in each case and to the extent
such assignees, participants, grantees or counterparties agree to be bound by,
and to cause their advisors to comply with, the provisions of this SECTION
11.18. Each Lender and Agent shall be responsible for any breach of, or
non-compliance with, this SECTION 11.18 by its employees, officers and
directors.

         Section 11.19     USA PATRIOT ACT NOTICE

         Each Lender that is subject to the Patriot Act and each Agent (for
itself and not on behalf of any Lender) hereby notifies Borrower and Co-Borrower
that pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies Borrower and Co-Borrower, which
information includes the name, address and tax identification number of each of
Borrower and Co-Borrower and other information regarding Borrower and
Co-Borrower that will allow such Lender or Agent, as applicable, to identify
Borrower and Co-Borrower in accordance with the Patriot Act. This notice is
given in accordance with the requirements of the Patriot Act and is effective as
to each Lender and Agent.

         Section 11.20     JOINT AND SEVERAL LIABILITY

         Co-Borrower and Borrower shall be joint and severally liable for the
Obligations; PROVIDED, HOWEVER, that Co-Borrower shall not be liable pursuant to
this SECTION 11.20 for any

                                     -147-
<PAGE>

liabilities under the Revolving Credit Facility. Nothing in the foregoing
sentence shall limit the obligations or liabilities of any party pursuant to the
Guaranty.

         Section 11.21     INTEREST RATE LIMITATION.

         Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable Requirements
of Law (collectively, the "CHARGES"), shall exceed the maximum lawful rate (the
"MAXIMUM RATE") which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable
Requirements of Law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Rate to the date of
repayment, shall have been received by such Lender.

                            [Signature Pages Follow]



                                     -148-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                       ARBY'S RESTAURANT GROUP, INC.
                                           as Co-Borrower


                                       By: /s/ Jeffrey B. Brams
                                           ------------------------------------
                                           Name:  Jeffrey B. Brams
                                           Title: Vice President
                                                  Associate General Counsel


                                       ARBY'S RESTAURANT HOLDINGS, LLC,
                                           as Co-Borrower


                                       By: /s/ Jeffrey B. Brams
                                           ------------------------------------
                                           Name:  Jeffrey B. Brams
                                           Title: Vice President
                                                  Associate General Counsel


                                       TRIARC RESTAURANT HOLDINGS, LLC,
                                           as Parent


                                       By: /s/ Jeffrey B. Brams
                                           ------------------------------------
                                           Name:  Jeffrey B. Brams
                                           Title: Vice President
                                                  Associate General Counsel




<PAGE>


                                       CITICORP NORTH AMERICA, INC.,
                                           as Administrative Agent, Collateral
                                           Agent, a Lender and Swing Loan Lender


                                       By: /s/ Robert H. Chen
                                           ------------------------------------
                                           Name:  Robert H. Chen
                                           Title: Vice President


                                       CITIBANK, N.A.,
                                           as an Issuer


                                       By: /s/ Robert H. Chen
                                           ------------------------------------
                                           Name:  Robert H. Chen
                                           Title: Vice President



                                       BANK OF AMERICA, N.A.,
                                           as Co-Syndication Agent, an Issuer
                                           and a Lender


                                       By: /s/ Douglas M. Ingram
                                           ------------------------------------
                                           Name:  Douglas M. Ingram
                                           Title: Principal



                                       CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                           as Co-Syndication Agent and a Lender


                                       By: /s/ William O'Daly
                                           ------------------------------------
                                           Name:  William O'Daly
                                           Title: Director


                                       By: /s/ Rianka Mohan
                                           ------------------------------------
                                           Name:  Rianka Mohan
                                           Title: Associate



                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           as Co-Documentation Agent, an Issuer
                                           and a Lender


                                       By: /s/ James G. Snead, Jr.
                                           ------------------------------------
                                           Name:  James G. Snead, Jr.
                                           Title: S.V.P.



                                       SUNTRUST BANK,
                                           as Co-Documentation Agent and
                                           a Lender


                                       By: /s/ Michael Lapresi
                                           ------------------------------------
                                           Name:  Michael Lapresi
                                           Title: Managing Director



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex10-2form8k_072505.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    EXHIBIT 10.2
                                                                    ------------


                          ARBY'S RESTAURANT GROUP, INC.


                                                                   July 25, 2005
Mr. Douglas N. Benham
2905 Andrews Drive,
NW Atlanta, GA 30305

Dear Doug:

         It is with great pleasure that we hereby reconfirm your employment as
President and Chief Executive Officer of Arby's Restaurant Group, Inc.
("ARBY'S"), on the terms and conditions set forth in this letter agreement and
in the attached term sheet (the "TERM SHEET"), which Term Sheet is hereby
incorporated herein by reference. You further agree to accept election and to
serve as a director, officer, manager or representative of any subsidiary of
Arby's without any compensation therefor, other than as provided in this letter
agreement. You will report to the Board of Directors of Arby's (the "BOARD") and
your duties will be performed primarily at the corporate headquarters of Arby's
in Atlanta, Georgia.

         1.     TERM. The term of your employment hereunder shall be effective
as of (and subject to) the consummation of the transactions contemplated by the
Agreement and Plan of Merger and Contribution, dated as of May 27, 2005, by and
among Triarc Companies, Inc. ("TRIARC"), Arby's Acquisition Co., Arby's
Restaurant, LLC, RTM Restaurant Group, Inc. ("RTMRG") and certain other parties,
the date of the consummation of such transactions being referred to herein as
the "EFFECTIVE DATE", and shall continue through the third anniversary of the
Effective Date (the "INITIAL TERM"); PROVIDED, HOWEVER, that the term of your
employment hereunder may be extended for additional one year periods beyond the
expiration of the Initial Term (the Initial Term together with any extension
shall be referred to hereinafter as the "EMPLOYMENT TERM") if (a) you provide
written notice to Arby's (a "RENEWAL Notice") of your desire to so extend your
employment by no later than (i) in the case of the first one year extension
beyond the Initial Term, the second anniversary of the Effective Date and (ii)
in the case of any subsequent one year extension, the date that is one year
prior to the expiration of the Employment Term, and (b) Arby's delivers to you,
within 35 days following such anniversary or date, as applicable, a notice of
acceptance (an "ACCEPTANCE NOTICE") of such extension. In the event that either
you do not deliver a timely Renewal Notice to Arby's or Arby's does not deliver
an Acceptance Notice to you (either because Arby's delivered a notice to you
rejecting your request to extend the Employment Term or because Arby's failed to
deliver any notice in a timely manner), then your employment hereunder shall
terminate as of the earlier of (a) the expiration of the Employment Term or (b)
upon a termination of your employment (i) by the Company "without cause" (ii)
for "cause" or (iii) by you due to a "Triggering Event" (each term as
hereinafter defined).


<PAGE>

         2.     TERMINATION WITHOUT CAUSE OR DUE TO A TRIGGERING EVENT.

                (a)     In the event your employment is terminated by Arby's
         without cause or by you due to a Triggering Event:

                        (i)     Arby's shall, commencing on the date of such
         termination of employment, pay to you an amount (the "FIRST YEAR
         PAYMENT") equal to your annual base rate of salary in effect as of the
         effective date of such termination, payable in semi-monthly
         installments for a period of twelve (12) months; provided, that, if the
         date of your termination is after an initial public offering of Arby's
         Capital Stock on a nationally recognized stock exchange and if required
         to comply with Section 409A of the Internal Revenue Code of 1986, as
         amended (the "CODE") and any Treasury regulations or other guidance
         promulgated thereunder, you will receive one half (1/2) of the First
         Year Payment on the six-month anniversary of the date of your
         termination in a lump sum payment, and the remaining half of the First
         Year Payment shall thereafter be paid in semi-monthly installments for
         the remainder of such twelve-month period;

                        (ii)    Arby's shall, commencing twelve (12) months
         after the effective date of such termination of your employment, pay to
         you an amount equal to your annual base rate of salary in effect as of
         the effective date of such termination, payable in semi-monthly
         installments for an additional period of twelve (12) months (the
         "SECOND YEAR PAYMENT PERIOD"); PROVIDED, HOWEVER, that if you have
         secured employment or are providing consulting services prior to or
         during the Second Year Payment Period, such semi-monthly payments
         required to be made to you by Arby's during the Second Year Payment
         Period will be offset by compensation you earn from any such employment
         or services during the Second Year Payment Period;

                        (iii)   Arby's shall, within 30 days after the effective
         date of such termination, pay to you a lump sum amount equal to the sum
         of (x) the product of your target annual bonus multiplied by a
         fraction, the numerator of which is the number of days from January 1
         of the year in which your employment terminated through the date of
         such termination and the denominator of which is 365 and (y) any
         amounts that have been accrued for your benefit under the Triarc
         Restaurant Group Senior Executive Mid-Term Incentive Plan (the
         "Mid-Term Plan") through July 25, 2005 that have not been paid to you
         prior to the date of payment pursuant to this clause (iii) or paragraph
         16 hereof; and

                        (iv)    at your election you will be entitled to
         continue your coverage under all health and medical insurance policies
         maintained by Arby's for the greater of (I) the time period commencing
         immediately following your termination of your employment and ending
         when you


                                       2
<PAGE>

         cease receiving payments pursuant to clause (a)(ii) above and (II)
         eighteen (18) months following the termination of your employment, in
         each case in fulfillment of Arby's obligations to you under Section
         4980B of the Code or under Part 6 of Title I of the Employee Retirement
         Income Security Act of 1974, as amended, the cost of such coverage to
         be allocated between you and Arby's in a manner consistent with the
         percentage allocation of the costs thereof applicable immediately prior
         to the termination of your employment; and

                        (v)     you will automatically become vested in that
         number of outstanding unvested stock options granted to you by Triarc
         in which you would have been vested if you had remained employed by
         Arby's through the date which is the earlier of (x) the third
         anniversary of the Effective Date or (y) the last day of the Second
         Year Payment Period and any stock options that would have remained
         unvested as of such date shall be automatically forfeited as of the
         date of your termination, and each vested stock option must be
         exercised within the earlier of (I) one (1) year following your
         termination or (II) the date on which such stock option expires, or be
         forfeited.

                (b)     A termination by Arby's "WITHOUT CAUSE" shall mean the
         termination of your employment by Arby's for any reason other than
         those reasons set forth in clauses (i)-(ix) of paragraph 4 of this
         letter agreement.

                (c)     The payment of any monies and provision of any benefits
         to you pursuant to this paragraph 2 shall be subject to your prior
         execution and delivery to Arby's of a release substantially in the form
         set forth in Exhibit 1 and, if applicable, your not having revoked such
         release during the seven-day revocation period described therein,
         failing which, except to the extent required by law, Arby's shall be
         relieved of all of its obligations hereunder.

                (d)     For purposes of this letter agreement, "TRIGGERING
         EVENT" shall mean: (i) a material reduction in your responsibilities as
         President and Chief Executive Officer of Arby's; (ii) a requirement
         that you report to any person other than the Board; (iii) a reduction
         in your then current base salary (as described in the Term Sheet) or
         target bonus percentage (as described in the Term Sheet); or (iv)
         without your consent, relocation to a work situs not in the Atlanta,
         Georgia greater metropolitan area; PROVIDED that a Triggering Event
         shall only be deemed to have occurred if, no later than thirty (30)
         days following the time you learn of the circumstances constituting a
         Triggering Event, you provide a written notice to Arby's containing
         reasonable details of such circumstances and within thirty (30) days
         following the delivery of such notice to Arby's, Arby's has failed to
         cure such circumstances.


                                       3
<PAGE>

         3.     TREATMENT OF STOCK OPTIONS ON TERMINATION DUE TO DISABILITY.
In the event your employment is terminated by Arby's due to "Disability" (as
hereinafter defined), you will automatically become vested in that number of
outstanding unvested stock options granted to you by Triarc in which you would
have been vested if you had remained employed by Arby's through the date which
is the earlier of (x) the third anniversary of the Effective Date or (y) the
last day of the Second Year Payment Period and any stock options that would have
remained unvested as of such date shall be automatically forfeited as of the
date of your termination, and each vested stock option must be exercised within
the earlier of (I) one (1) year following your termination or (II) the date on
which such stock option expires, or be forfeited.

         4.     CAUSE. For purposes of this letter agreement, "CAUSE" means: (i)
commission of any act of fraud or gross negligence by you in the course of your
employment hereunder that, in the case of gross negligence, has a material
adverse effect on the business or financial condition of Arby's or any of its
affiliates; (ii) willful material misrepresentation at any time by you to the
Board; (iii) voluntary termination by you of your employment (other than on
account of a Triggering Event) or the willful failure or refusal to comply with
any of your material obligations hereunder or to comply with a reasonable and
lawful instruction of the Board; (iv) engagement by you in any conduct or the
commission by you of any act that is, in the reasonable opinion of the Board,
materially injurious or detrimental to the substantial interest of Arby's or any
of its affiliates; (v) your indictment for any felony, whether of the United
States or any state thereof or any similar foreign law to which you may be
subject; (vi) any failure substantially to comply with any written rules,
regulations, policies or procedures of Arby's furnished to you that, if not
complied with, could reasonably be expected to have a material adverse effect on
the business of Arby's or any of its affiliates; (vii) any willful failure to
comply with Arby's policies regarding insider trading; (viii) your death; or
(ix) your inability to perform all or a substantial part of your duties or
responsibilities on account of your illness (either physical or mental) for more
than 90 consecutive calendar days or for an aggregate of 150 calendar days
during any consecutive nine month period.

         5.     RETURN OF PROPERTY. Upon any termination of your employment with
Arby's, you will promptly return to Arby's all property provided to you and
owned by Arby's or any of its affiliates, including, but not limited to, credit
cards, computers, personal data assistants, automobiles, cell phones and files.

         6.     NONCOMPETE/NONSOLICITATION/EMPLOYEE NO-HIRE.

                (a)     You acknowledge that as Arby's President and Chief
         Executive Officer you will be involved, at the highest level, in the
         development, implementation, and management of Arby's business
         strategies and plans, including those which involve Arby's finances,
         marketing and other operations, and acquisitions and, as a result, you
         will have access to Arby's most valuable trade secrets and proprietary
         information. By virtue of your unique and sensitive position, your
         employment by a competitor of Arby's represents a material unfair
         competitive danger to Arby's and the use of your knowledge and


                                       4
<PAGE>

         information about Arby's' business, strategies and plans can and would
         constitute a competitive advantage over Arby's. You further acknowledge
         that the provisions of this paragraph 6 are reasonable and necessary to
         protect Arby's legitimate business interests.

                (b)     In view of clause (a) above, you hereby covenant and
         agree that during your employment with Arby's (except in the proper
         discharge of your duties hereunder) and for a period of twenty-four
         (24) months following the termination of your employment with Arby's:

                        (i)     in any state or territory of the United States
         (and the District of Columbia) where Arby's maintains restaurants, you
         will not engage or be engaged in any capacity, "directly or indirectly"
         (as defined below), except as a passive investor owning less than a two
         percent (2%) interest in a publicly held company, in any business or
         entity that owns and/or franchises more than 3,000 restaurant units in
         the United States in which 50% or more of the revenues of such business
         or entity (including, without limitation, royalties earned as a
         franchisor) is derived from the sale of sandwiches;

                        (ii)    you will not, directly or indirectly, without
         Arby's prior written consent, hire or cause to be hired, solicit or
         encourage to cease to work with Arby's or any of its subsidiaries or
         affiliates, any person who is at the time of such activity, or who was
         within the six (6) month period preceding such activity, an employee of
         Arby's or any of its subsidiaries or affiliates at the level of
         director or any more senior level or a consultant under contract with
         Arby's or any of its subsidiaries or affiliates and whose primary
         client is such entity or entities; and

                        (iii)   you will not, directly or indirectly, solicit,
         encourage or cause any franchisee or supplier of Arby's or any of its
         subsidiaries or affiliates to cease doing business with Arby's or
         subsidiary or affiliate, or to reduce the amount of business such
         franchisee or supplier does with Arby's or such subsidiary or
         affiliate.

                (c)     For purposes of this paragraph 6, "DIRECTLY OR
         INDIRECTLY" means in your individual capacity for your own benefit or
         as a shareholder, lender, partner, member or other principal, officer,
         director, employee, agent or consultant of or to any individual,
         corporation, partnership, limited liability company, business trust,
         association or any other entity whatsoever; PROVIDED, however, that you
         may own stock in Arby's and may operate, directly or indirectly, Arby's
         restaurants as a franchisee without violating paragraphs 6(b)(i) or
         6(b)(iii).

                (d)     If any competent authority having jurisdiction over this
         paragraph 6 determines that any of the provisions of this paragraph 6
         is unenforceable because of the duration or geographical scope of such


                                       5
<PAGE>

         provision, such competent authority shall have the power to reduce the
         duration or scope, as the case may be, of such provision and, in its
         reduced form, such provision shall then be enforceable.

         7.     CONFIDENTIAL INFORMATION. You agree to treat as confidential and
not to disclose to anyone other than Arby's and its subsidiaries and affiliates,
and their respective officers, directors, employees and agents, and you agree
that you will not at any time during your employment and for a period of four
years thereafter, without the prior written consent of Arby's, divulge, furnish,
or make known or accessible to, or use for the benefit of anyone other than
Arby's, its subsidiaries, and affiliates, any information of a confidential
nature relating in any way to the business of Arby's or its subsidiaries or
affiliates, or any of their respective franchisees, suppliers or distributors,
unless (i) you are required to disclose such information by requirements of law,
(ii) such information is in the public domain through no fault of yours, or
(iii) such information has been lawfully acquired by you from other sources
unless you know that such information was obtained in violation of an agreement
of confidentiality. You further agree that during the period referred to in the
immediately preceding sentence you will refrain from engaging in any conduct or
making any statement, written or oral that is disparaging of Arby's, any of its
subsidiaries or affiliates or any of their respective directors or officers.
Arby's agrees during the period referred to in the first sentence of this
paragraph 7 that each then current member of the Board and each of Arby's then
current executive officers shall refrain from making any statement, written or
oral, that is disparaging of you, your personal reputation or professional
competency.

         8.     ENFORCEMENT. You agree that, in addition to any other remedy
provided at law or in equity, (a) Arby's shall be entitled to a temporary
restraining order, and both preliminary and permanent injunctive relief
restraining you from violating any of the provisions of paragraphs 6 or 7 of
this letter agreement (in recognition of the fact that damages in the event of a
breach by you of paragraphs 6 or 7 of this letter agreement would be difficult
if not impossible to ascertain and inadequate to remedy), (b) you will indemnify
and hold Arby's and its affiliates harmless from and against any and all damages
or losses incurred by Arby's or any of its affiliates (including reasonable
attorneys' fees and expenses) as a result of any willful or reckless violation
by you of any such provisions and (c) upon any such willful or reckless
violation by you, Arby's' remaining obligations under this letter agreement, if
any, shall cease (other than payment of your base salary through the date of
termination of your employment and any earned but unpaid vacation, and other
than as may otherwise be required by law).

         9.     GOVERNING LAW; JURISDICTION AND VENUE; ENTIRE AGREEMENT; JURY
TRIAL WAIVER.

                (a)     It is the intent of the parties hereto that all
         questions with respect to the construction of this letter agreement and
         the rights and liabilities of the parties hereunder shall be determined
         in accordance with the laws of the State of Delaware, without regard to
         principles of conflicts of laws thereof that would call for the
         application of the substantive law of any jurisdiction other than the
         State of Delaware.


                                       6
<PAGE>

                (b)     Each party irrevocably agrees for the exclusive benefit
         of the other that any and all suits, actions or proceedings relating to
         paragraphs 6, 7, and, as it relates to paragraphs 6 and 7, paragraphs 8
         and 9 of this letter agreement (collectively, "PROCEEDINGS" and,
         individually, a "PROCEEDING") shall be maintained in either the courts
         of the State of Delaware or the federal District Courts sitting in
         Wilmington, Delaware (collectively, the "CHOSEN COURTS") and that the
         Chosen Courts shall have exclusive jurisdiction to hear and determine
         or settle any such Proceeding and that any such Proceedings shall only
         be brought in the Chosen Courts. Each party irrevocably waives any
         objection that it may have now or hereafter to the laying of the venue
         of any Proceedings in the Chosen Courts and any claim that any
         Proceedings have been brought in an inconvenient forum and further
         irrevocably agrees that a judgment in any Proceeding brought in the
         Chosen Courts shall be conclusive and binding upon it and may be
         enforced in the courts of any other jurisdiction.

                (c)     Each of the parties hereto agrees that this letter
         agreement involves at least $100,000 and that this letter agreement has
         been entered into in express reliance on Section 2708 of Title 6 of the
         Delaware Code. Each of the parties hereto irrevocably and
         unconditionally agrees that, to the extent such party is not otherwise
         subject to service of process in the State of Delaware, service of
         process may be made on such party by pre-paid certified mail with a
         validated proof of mailing receipt constituting evidence of valid
         service sent to such party at the address set forth in this letter
         agreement, as such address may be changed from time to time pursuant
         hereto, and that service made pursuant to this paragraph 9(c) shall, to
         the fullest extent permitted by applicable law, have the same legal
         force and effect as if served upon such party personally within the
         State of Delaware.

                (d)     This letter agreement contains the entire agreement
         among the parties with respect to the matters covered herein and,
         effective as of (and subject to the occurrence of) the Effective Date,
         supersedes all prior agreements, written or oral, with respect thereto,
         including, without limitation, that certain letter agreement between
         you and Arby's, Inc. (d/b/a Triarc Restaurant Group) dated November 28,
         2003. This letter agreement may only be amended, superseded, cancelled,
         extended or renewed and the terms hereof waived, by a written
         instrument signed by the parties hereto, or in the case of a waiver, by
         the party waiving compliance.

                (e)     EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES
         ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING, WHETHER SOUNDING IN
         CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES HERETO ARISING OUT OF OR
         RELATED TO THIS LETTER AGREEMENT OR ANY OTHER AGREEMENT, DOCUMENT OR
         AGREEMENT EXECUTED OR


                                       7
<PAGE>

         DELIVERED IN CONNECTION HEREWITH OR FOR ANY COUNTERCLAIM THEREIN. THE
         PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
         AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
         PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.    ARBITRATION. Except to the extent specifically contemplated by
paragraph 9(b) of this letter agreement, all disputes arising in connection with
your employment with Arby's (whether based on contract or tort or upon any
federal, state or local statute, including but not limited to claims asserted
under the Age Discrimination in Employment Act, Title VII of the Civil Rights
Act of 1964, as amended, any state Fair Employment Practices Act and/or the
Americans with Disability Act) or any rights arising pursuant to this letter
agreement shall, at the election of either you or Arby's, be submitted to
JAMS/ENDISPUTE for resolution in arbitration in accordance with the rules and
procedures of JAMS/ENDISPUTE. Either party shall make such election by
delivering written notice thereof to the other party at any time (but not later
than 45 days after such party receives notice of the commencement of any
administrative or regulatory proceeding or the filing of any lawsuit relating to
any such dispute or controversy) and thereupon any such dispute or controversy
shall be resolved only in accordance with the provisions of this paragraph 10.
Any such proceedings shall take place in Atlanta, Georgia before a single
arbitrator who shall have the right to award to any party to such proceedings
any right or remedy that is available under applicable law (including, without
limitation, ordering the losing party to reimburse the reasonable legal fees and
expenses incurred by the winning party with respect to such proceedings). The
resolution of any such dispute or controversy by the arbitrator appointed in
accordance with the procedures of JAMS/ENDISPUTE shall be final and binding.
Judgment upon the award rendered by such arbitrator may be entered in any court
having jurisdiction thereof.

THIS PARAGRAPH 10 IS SPECIFICALLY ACKNOWLEDGED AND AGREED BY:

ARBY'S RESTAURANT
GROUP INC.


/s/ Stuart I. Rosen                             /s/ Douglas N. Benham
- ----------------------------------------        -----------------------------
Name:  Stuart I. Rosen                          Douglas N. Benham
Title: Senior Vice President & Secretary


         11.    LEGAL FEES. Subject to paragraph 10 above, each party shall pay
his or its own costs for any arbitration or litigation, as applicable, initiated
in connection with any disputes arising in connection with your employment with
Arby's, with the cost of the arbitrator, if applicable, to be equally divided
between the parties.

         12.    SURVIVABILITY. The provisions of paragraphs 6, 7, 8, 9, 10, 11
and 13 shall specifically survive any termination of this letter agreement.


                                       8
<PAGE>

         13.    NOTICES. Any notice given pursuant to this letter agreement to
any party hereto shall be deemed to have been duly given when mailed by
registered or certified mail, return receipt requested, or by overnight courier,
or when hand delivered as follows:


                        If to Arby's prior to the Effective Date:

                                Arby's Restaurant Group, Inc.
                                1000 Corporate Drive
                                Ft. Lauderdale, FL 33334
                                Attn: General Counsel

                        If to Arby's on or after the Effective Date:

                                Arby's Restaurant Group, Inc.
                                5995 Barfield Road
                                Atlanta, Georgia 30328-4411
                                Attn: General Counsel

                        If to you, at the address set forth on the first page
                        of this letter agreement

or at such other address as either party shall from time to time designate by
written notice, in the manner provided herein, to the other party hereto.

         14.    TAX WITHHOLDING. You agree that Arby's may withhold from any
amounts payable to you hereunder all federal, state, local or other taxes that
Arby's determines are required to be withheld pursuant to any applicable law or
regulation. You further agree that if the Internal Revenue Service or other
taxing authority (each, a "TAXING AUTHORITY") asserts a liability against Arby's
for failure to withhold taxes on any payment hereunder, you will pay to Arby's
the amount determined by such Taxing Authority (other than penalty or interest
amounts unless such payment is made after 30 days of the delivery of such notice
to you, in which case you shall be responsible for such penalties and interest)
that had not been withheld within thirty (30) days of notice to you of such
determination. Such notice shall include a copy of any correspondence received
from a Taxing Authority with respect to such withholding.

         15.    EXPENSE REIMBURSEMENT. You will be entitled to reimbursement for
all of your reasonable and necessary business expenses, including reasonable
cell phone, travel, lodging and entertainment expenses, in accordance with
Arby's business expense reimbursement policy as in effect from time to time and
upon submission of appropriate documentation and receipts.

         16.    MID TERM PLAN. You acknowledge that the Mid-Term Plan was
terminated as of the date of this letter agreement and that on such date you
received


                                       9
<PAGE>

$216,267 accrued for your benefit under the Mid-Term Plan. You agree that (x) an
additional $272,602 accrued under the Mid-Term Plan for your benefit will be
paid to you on the earlier of (A) a date promptly following the close of Arby's
audited books for fiscal 2006 and (B) the date on which it would be payable
under Paragraph 2 (a) (iii) of this letter agreement and (y) a further $92,535
accrued under the Mid-Term Plan for your benefit will be paid to you on the
earlier of (A) a date promptly following the close of Arby's audited books for
fiscal 2007 and (B) the date on which it would be payable under Paragraph 2 (a)
(iii) of this letter agreement.

         If you agree with the terms outlined above and in the Term Sheet,
please date and sign the copy of this letter agreement enclosed for that purpose
and return it to me. Sincerely,


                                        ARBY'S RESTAURANT GROUP, INC.


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


Agreed and Accepted as of the
25th day of July, 2005.




/s/ Douglas N. Benham
- --------------------------------
Douglas N. Benham




                                       10
<PAGE>

                                Douglas N. Benham
                    President and Chief Executive Officer of
                         Arby's Restaurant Group, Inc.

                              EMPLOYMENT TERM SHEET

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
         PROVISION                             TERM                                      COMMENTS
- ---------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                    <C>
         Base Salary             $1,000,000/year                        Subject to increase but not decrease,
                                                                        in the sole discretion of the Board.
- ---------------------------------------------------------------------------------------------------------------------
         Annual Incentive        Target annual bonus percentage         Company and individual performance assessed
                                 equal to 100% opf base salary          for each fiscal year relative to objectives
                                                                        agreed to in advance between executive and
                                                                        the Board's compensation committee.
- ---------------------------------------------------------------------------------------------------------------------
         Benefits                                                       Benefits as are generally made available to
                                                                        other senior executives of Arby's, including
                                                                        participation in health/medical and insurance
                                                                        programs and in car lease/car allowance
                                                                        programs.
- ---------------------------------------------------------------------------------------------------------------------
         Vacation                Four weeks per year
- ---------------------------------------------------------------------------------------------------------------------
         Relocation                                                     See attachment.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       11
<PAGE>


                          DOUGLAS N. BENHAM RELOCATION
- --------------------------------------------------------------------------------

         You will be eligible to receive $50,000 as a relocation allowance for
incidental expenses, in lieu of one month's salary as provided in "Arby's
Relocation Policy, A - Revised April 2002, renamed May 20, 2004 (the "Policy"),
and to the reimbursement of the reasonable out-of-pocket expenses incurred by
you in connection with moving your personal items located in Florida to the
Atlanta, Georgia metropolitan area.






                                       12
<PAGE>
                                                                       EXHIBIT 1
                                                                       ---------


                                 GENERAL RELEASE
                             AND COVENANT NOT TO SUE

         TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that:

         Douglas N. Benham (the "EXECUTIVE"), on his own behalf and on behalf of
his descendants, dependents, heirs, executors and administrators and permitted
assigns, past and present, in consideration for the amounts payable and benefits
to be provided to the undersigned under that Letter Agreement dated as of July
__, 2005 (the "EMPLOYMENT AGREEMENT") between the Executive and Arby's
Restaurant Group, Inc., a Delaware corporation (the "COMPANY"), does hereby
covenant not to sue or pursue any litigation (or file any charge or otherwise
correspond with any Federal, state or local administrative agency), arbitration
or other proceeding against, and waives, releases and discharges the Company,
Triarc Companies, Inc. and their respective assigns, affiliates, subsidiaries,
parents, predecessors and successors, and the past and present shareholders,
employees, officers, directors, representatives and agents or any of them
(collectively, the "COMPANY GROUP"), from any and all claims, demands, rights,
judgments, defenses, actions, charges or causes of action whatsoever, of any and
every kind and description, whether known or unknown, accrued or not accrued,
that the Executive ever had, now has or shall or may have or assert as of the
date of this General Release and Covenant Not to Sue against any member of the
Company Group, including, without limiting the generality of the foregoing, any
claims, demands, rights, judgments, defenses, actions, charges or causes of
action related to employment or termination of employment or that arise out of
or relate in any way to the Age Discrimination in Employment Act of 1967
("ADEA," a law that prohibits discrimination on the basis of age), the National
Labor Relations Act, the Civil Rights Act of 1991, the Americans With
Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave
Act, the Sarbanes-Oxley Act of 2002, all as amended, and other Federal, state
and local laws relating to discrimination on the basis of age, sex or other
protected class, all claims under Federal, state or local laws for express or
implied breach of contract, wrongful discharge, defamation, intentional
infliction of emotional distress, and any related claims for attorneys' fees and
costs; PROVIDED, HOWEVER, that nothing herein shall release any member of the
Company Group from any of its obligations to the Executive under the Employment
Agreement or any rights the Executive may have to indemnification under any
charter or by-laws (or similar documents) of any member of the Company Group.
The Executive further agrees that this General Release and Covenant Not to Sue
may be pleaded as a full defense to any action, suit, arbitration or other
proceeding covered by the terms hereof which is or may be initiated, prosecuted
or maintained by the Executive, his heirs or assigns. Notwithstanding the
foregoing, the Executive understands and confirms that he is executing this
General Release and Covenant Not to Sue voluntarily and knowingly, and this
General Release and Covenant Not to Sue shall not affect the Executive's right
to claim otherwise under ADEA. In addition, the Executive shall not be precluded
by this General Release and Covenant Not to Sue from filing a charge with any
relevant Federal,


                                       13
<PAGE>

State or local administrative agency, but the Executive agrees not to
participate in any such administrative proceeding (other than any proceeding
brought by the Equal Employment Opportunity Commission), and agrees to waive the
Executive's rights with respect to any monetary or other financial relief
arising from any such administrative proceeding.

         The Company, on its own behalf and on behalf of its assigns,
affiliates, subsidiaries, parents, predecessors and successors, and its past and
present shareholders, employees, officers, directors, representatives and agents
or any of them, does hereby covenant not to sue or pursue any litigation (or
file any charge or otherwise correspond with any Federal, state or local
administrative agency) against, and waives, releases and discharges the
Executive and his heirs, successors and assigns, descendants, dependents,
executors and administrators, past and present, and any of his affiliates and
each of them (collectively, the "Executive Releasees") from any and all claims,
demands, rights, judgments, defenses, actions, charges or causes of action
whatsoever, of any and every kind and description, whether known or unknown,
accrued or not accrued, that the Company or any of its subsidiaries ever had,
now has or shall or may have or assert as of the date of this General Release
and Covenant Not to Sue against any of them, based on facts known to any
executive officer of the Company as of the date of this General Release and
Covenant Not to Sue (other than the Executive), including specifically, but not
exclusively and without limiting the generality of the foregoing, any and all
claims, demands, agreements, obligations and causes of action arising out of or
in any way connected with any transaction, occurrence, act or omission related
to the Executive's employment by the Company or any of its subsidiaries or the
termination of that employment; provided, however, that nothing herein shall
release the Executive Releasees from any obligations arising out of or related
in any way to the Executive's obligations under the Employment Agreement or any
agreement governing the terms of any stock options granted to the Executive or
impair the right or ability of the Company to enforce the terms hereof.

         In consideration for the amounts payable and benefits to be provided to
the Executive under the Employment Agreement, the Executive agrees to cooperate,
at the expense of the Company Group, with the members of the Company Group in
addition with all litigation relating to the activities of the Company and its
affiliates during the period of the Executive's employment with the Company
including, without limitation, being available to take depositions and to be a
witness at trial, help in preparation of any legal documentation and providing
affidavits and any advice or support that the Company or any affiliate thereof
may request of the Executive in connection with such claims.

         In furtherance of the agreements set forth above, the Executive hereby
expressly waives and relinquishes any and all rights under any applicable
statute, doctrine or principle of law restricting the right to release claims
which the Executive does not know or suspect to exist at the time of executing a
release, which claims, if known, may have materially affected the Executive's
decision to give such a release. In connection with such waiver and
relinquishment, the Executive acknowledges that he is aware that he may
hereafter discover claims presently unknown or unsuspected, or facts in addition


                                       14
<PAGE>

to or different from those which he now knows or believes to be true, with
respect to the matters released herein. Nevertheless, it is the intention of the
Executive to fully, finally and forever release all such matters, and all claims
relating thereto which now exist, may exist or theretofore have existed, as
specifically provided herein. The Executive acknowledges and agrees that this
waiver shall be an essential and material term of the release contained above.
Nothing in this paragraph is intended to expand the scope of the release as
specified herein.

         This General Release and Covenant Not to Sue shall be governed by and
construed in accordance with the laws of the State of Delaware, applicable to
agreements made and to be performed entirely within such State.

         To the extent that the Executive is forty (40) years of age or older,
this paragraph shall apply. The Executive acknowledges that he has been offered
a period of time of at least twenty-one (21) days to consider whether to sign
this General Release and Covenant Not to Sue, which he has waived, and the
Company agrees that the Executive may cancel this General Release and Covenant
Not to Sue at any time during the seven (7) days following the date on which
this General Release and Covenant Not to Sue has been signed by all parties to
this General Release and Covenant Not to Sue. In order to cancel or revoke this
General Release and Covenant Not to Sue, the Executive must deliver to the
General Counsel of the Company written notice stating that the Executive is
canceling or revoking this General Release and Covenant Not to Sue. If this
General Release and Covenant Not to Sue is timely cancelled or revoked, none of
the provisions of this General Release and Covenant Not to Sue shall be
effective or enforceable and the Company shall not be obligated to make the
payments to the Executive or to provide the Executive with the other benefits
described in the Employment Agreement and all contracts and provisions modified,
relinquished or rescinded hereunder shall be reinstated to the extent in effect
immediately prior hereto.

         The Executive agrees that as part of the consideration for this General
Release and Covenant Not to Sue, he will not make disparaging or derogatory
remarks, whether oral or written, about the Company Group.

         Each of the Executive and the Company acknowledges and agrees that it
has entered into this General Release and Covenant Not to Sue knowingly and
willingly and has had ample opportunity to consider the terms and provisions of
this General Release and Covenant Not to Sue.




                                       15
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this General Release
and Covenant Not to Sue to be executed on this _______________ day of
_______________, __.


                                               Douglas N. Benham

                                               ARBY'S RESTAURANT GROUP, INC.


                                               By:
                                                    ---------------------------
                                                    Name:
                                                    Title:






                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex10-3form8k_072505.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

                                                                    EXHIBIT 10.3
                                                                    ------------



                          TRANSACTION SUPPORT AGREEMENT

         TRANSACTION SUPPORT AGREEMENT, dated as of May 27, 2005 (this
"AGREEMENT"), by and among Triarc Companies, Inc., a Delaware corporation
("TRIARC"), certain individuals whose names are set forth on the signature pages
to this Agreement (each a "STOCKHOLDER" and, collectively, the "STOCKHOLDERS")
who are stockholders of 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 below).

                                    RECITALS

         WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) 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"), RTMRG and Russell V. Umphenour, Jr.,
Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, are entering
into an Agreement and Plan of Merger (as the same may be amended or modified
from time to time in accordance with its terms, the "MERGER AGREEMENT") which
provides, among other things, for the merger of Merger Sub Corp. with and into
RTMRG (the "FIRST MERGER"), followed immediately thereafter by the merger of
RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving the merger
(the "SECOND MERGER" and, together with the First Merger, the "MERGERS"), (ii)
Triarc, Arby's Restaurant Group, Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Triarc ("ARG"), all of the members of RTM Acquisition
Company, L.L.C., a Georgia limited liability company ("RTMAC") and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives, are entering into a Membership Interest Purchase Agreement (as
the same may be amended or modified from time to time in accordance with its
terms, the "MEMBERSHIP INTEREST PURCHASE AGREEMENT") which provides, among other
things, for the acquisition by Triarc of its assignee(s) of all of the
outstanding membership interests of RTMAC and (iii) Triarc, RTMMC Acquisition,
LLC, a Delaware limited liability company and a direct wholly owned subsidiary
of Triarc ("RTMMC ACQUISITION SUB"), RTM Management Company, L.L.C., a Georgia
limited liability company ("RTMMC"), each member of RTMMC and Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM
Representatives, are entering into an Asset Purchase Agreement (as the same may
be amended or modified from time to time in accordance with its terms, the
"ASSET PURCHASE AGREEMENT" and together with the Merger Agreement and the
Membership Interest Purchase Agreement, collectively the "TRANSACTION
AGREEMENTS") which provides, among other things, for the acquisition by RTMMC
Acquisition Sub of the Purchased Assets (as defined therein) and the assumption
of the Assumed Liabilities (as defined therein) from RTMMC.

         WHEREAS, certain shareholders of RTMRG, including the Stockholders, who
collectively beneficially own at least 98% of all of the outstanding shares of

<PAGE>

common stock, no par value per share, of RTMRG have duly executed and delivered
on the date hereof, the RTMRG Written Consent (as defined below).

         WHEREAS, as a condition and inducement to entering into and/or causing
Triarc to enter the Merger Agreement, the Membership Interest Purchase Agreement
and the Asset Purchase Agreement, Triarc has requested that the Stockholders
agree, and the Stockholders have agreed, to enter into this Agreement which sets
forth the agreements of the parties hereto with respect to certain agreements
related to the Mergers and the transactions contemplated by the Membership
Interest Purchase Agreement and the Asset Purchase Agreement, including with
respect to liability for indemnification payments under the Transaction
Agreements.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in this Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound,
agree as follows:


                                   ARTICLE I

                                   DEFINITIONS

         1.1    GENERAL. Capitalized terms used but not defined in this
Agreement have the meanings ascribed to them in the Merger Agreement.

         1.2    INTERPRETATION. The headings in this Agreement are for
reference only and shall not affect the meaning or integration of this
Agreement. All references in this Agreement to Articles, Sections or Schedules
shall refer to Articles or Sections of or Schedules to this Agreement unless the
context shall require otherwise. The words "include," "includes" and "including"
shall not be limiting and shall be deemed to be followed by the phrase "without
limitation." References to any gender shall be deemed to include references to
the other gender.


                                   ARTICLE II

                     APPOINTMENT OF THE RTM REPRESENTATIVES

         2.1    APPOINTMENT OF THE RTM REPRESENTATIVES. Effective as of the
date hereof each Stockholder, by such Stockholder's execution and delivery of
this Agreement, hereby irrevocably constitutes and appoints Russell V.
Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, acting by a majority, to
act as his, her or its representatives under this Agreement, the Merger
Agreement and the Ancillary Agreements (the "RTM Representatives"), with full
power of substitution, to exercise the powers and to perform:

                        (i)     the duties required or permitted to be
performed by the RTM Representatives on behalf of the Stockholders under and
pursuant to this Agreement, the Merger Agreement and the Ancillary Agreements;


                                       2
<PAGE>

                        (ii)    such other duties as are delegated to the RTM
Representatives under this Agreement, the Merger Agreement and the Ancillary
Agreements, to be performed by the RTM Representatives on behalf of the
Stockholders in their capacities as Stockholders; and

                        (iii)   such actions as are reasonably incident to any
of the duties referred to in the preceding clauses (i) and (ii) above, including
the taking of any action and the execution and delivery of any agreement or
instrument by or on behalf of each Stockholder which the RTM Representatives
deem necessary or reasonably required to accomplish the purposes of the
foregoing. The appointment set forth in this Section 2.1 shall be coupled with
an interest.

                (b)    Without limiting the generality of the foregoing, the
RTM Representatives, acting by a majority, shall have the right and power to do
or cause to be done any of the following things on behalf of each of the
Stockholders and all of them collectively:

                        (i)     act as the sole representatives of the
Stockholders and exercise all rights of the Stockholders under this Agreement,
the Merger Agreement or the Ancillary Agreements, including, but not limited to,
the prosecution, defense and settlement of all claims and actions under, and to
resolve all matters relating to, indemnification under this Agreement, the
Merger Agreement or the Ancillary Agreements;

                        (ii)    (A) authorize delivery to any Triarc Indemnified
Party of all or a portion of the RTM Escrow Fund in accordance with the Escrow
Agreement, (B) receive any payments made to the Stockholders or to the RTM
Representatives on such Stockholder's behalf pursuant to the Merger Agreement or
the Ancillary Agreements, (C) invest such funds pending their disbursement in
such manner as the RTM Representatives in their sole discretion, acting by a
majority, deem appropriate, and (D) disburse to the Stockholders payments made
to the RTM Representatives under the Merger Agreement, the Escrow Agreement or
the Ancillary Agreements; and

                        (iii)   otherwise take all actions and do all things
reasonably required or advisable to accomplish any of the matters referred to in
this Agreement, the Merger Agreement or the Ancillary Agreements, including the
execution and delivery of any documents and instruments, and generally to act
for and in the name of the Stockholders as fully as each Stockholder could if
then personally present and acting. The RTM Representatives, acting by a
majority, are hereby empowered to determine, in accordance with the terms of
this Agreement, the Merger Agreement or the Ancillary Agreements, the time or
times when, the purposes for which, and the manner in which, the power herein
conferred upon the RTM Representatives shall be exercised.

                (c)     Triarc, Merger Sub Corp., ARG, RTMMC Acquisition Sub
and all other persons dealing with the RTM Representatives may rely and act upon
any writing believed in good faith to be signed by a majority of the RTM
Representatives or


                                       3
<PAGE>

an authorized representative of the RTM Representatives, and may assume that all
actions of the RTM Representatives, acting by a majority, and any authorized
representative of the RTM Representatives have been duly authorized by the
Stockholders. The actions, decisions and instructions of the RTM Representatives
taken, made or given pursuant to the authority granted to the RTM
Representatives pursuant to this Section 2.1 shall be conclusive and binding
upon each Stockholder and each Stockholder's heirs, representatives, successors
and assigns, as applicable, and such Persons shall not have the right to object,
dissent, protest or otherwise contest the same.

                (d)     The RTM Representatives shall promptly deliver to each
Stockholder copies of all statements, notices, letters of direction or other
material communications given or received by any of them in his capacity as one
of the RTM Representatives under this Agreement, the Merger Agreement or any
Ancillary Agreement. The RTM Representatives shall have the sole power and
authority, without prior notice to or consultation with any of the Stockholders,
to take all actions required or permitted to be taken by the RTM
Representatives, the Stockholders or any of them under this Agreement, the
Merger Agreement or any Ancillary Agreement.

                (e)     The RTM Representatives may execute any of their duties
under this Agreement, the Merger Agreement or any Ancillary Agreement by or
through agents and shall be entitled to rely upon the advice of counsel
concerning all matters pertaining to the RTM Representatives' duties, as the
case may be, hereunder and thereunder. The RTM Representatives shall be entitled
to rely on any notice, consent, certificate, affidavit, letter, telegram,
statement or other document believed by the RTM Representatives to be genuine
and correct and to have been signed and sent by the proper person or persons
and, in respect to legal matters, upon the opinion of counsel selected by the
RTM Representatives.

                (f)     The Stockholders shall reimburse the RTM Representatives
for all out-of-pocket expenses, including reasonable attorneys' and accountants'
fees and expenses, incurred by the RTM Representatives in connection with the
administration or enforcement of, or the preservation of any rights of the
Stockholders under, this Agreement, the Merger Agreement or the Ancillary
Agreements. Each of the Stockholders shall be responsible for such out-of-pocket
expenses in the proportions set forth on SCHEDULE A to this Agreement.

                (g)     Actions by the RTM Representatives will be effective if
taken by a majority of the RTM Representatives. In carrying out their duties and
responsibilities in their capacity as RTM Representatives under this Agreement,
the Merger Agreement or the Ancillary Agreements, neither the RTM
Representatives nor any of their agents shall be liable to any Stockholder for
any action lawfully taken or omitted to be taken by him, her, it or them in good
faith under this Agreement, the Merger Agreement or the Ancillary Agreements,
except for the RTM Representatives' or their agents' willful misconduct or
fraud.

                (h)     The Stockholders, severally, hereby agree to indemnify
and hold harmless each of the RTM Representatives, his agents, successors and
assigns with


                                       4
<PAGE>

respect to any act or omission of or by any of them absent willful misconduct or
fraud in connection with any and all matters contemplated by this Agreement, the
Merger Agreement or the Ancillary Agreements.

                (i)     If any of the RTM Representatives should die, become
disabled or otherwise become unable to fulfill his responsibilities as one of
the RTM Representatives or shall resign, then the Stockholders, the other
shareholders of RTMRG, the RTMAC Sellers and the RTMMC Members, by a majority
vote based on their respective pro rata interests in the Aggregate Merger
Consideration, shall promptly appoint a successor representative and shall
promptly notify Triarc of such successor. The authorizations of the RTM
Representatives will be effective until their rights and obligations under this
Agreement, the Merger Agreement and the Ancillary Agreements terminate by virtue
of the termination of any and all obligations of the Stockholders to Triarc
under this Agreement, the Merger Agreement and the Ancillary Agreements.


                                  ARTICLE III

                     INDEMNIFICATION; RESTRICTIVE COVENANTS

         3.1    INDEMNIFICATION BY THE STOCKHOLDERS.

                (a)     Subject to Section 3.1(b), the Stockholders shall
jointly and severally (on the basis described in the Merger Agreement) (i) pay
all of the amounts (if any) due and owing from the RTMRG Principal Shareholders
under Section 2.09(e)(ii) of the Merger Agreement and (ii) fully defend,
indemnify and hold harmless the Triarc Indemnified Parties from and against all
Losses and Tax Losses, in each case, to the full extent contemplated by Articles
VIII and XI of the Merger Agreement as if each such Stockholder were a party to
the Merger Agreement. Notwithstanding the foregoing, with respect to any Loss
arising out of or relating to the breach of any representation, warranty,
covenant or agreement made by a Stockholder in this Agreement, the Triarc
Indemnified Parties shall be indemnified for the full amount (i.e., 100%) of
such Loss on a several basis solely by the Stockholder who has breached such
representation, warranty, covenant or agreement.

                (b)     Any amounts (if any) due and owing from the RTMRG
Principal Shareholders under Section 2.09 of the Merger Agreement and any Loss
or Tax Loss described in this Section 3.1 shall, to the extent applicable, be
subject to the same limits, conditions, procedures and recourses with respect to
indemnification contained in the Transaction Agreements and shall be payable
directly by the Stockholders solely to the extent that recourse to the RTM
Escrow Fund is unavailable or inadequate to make such payment or to indemnify
against such Loss.

                (c)     To the extent that the Stockholders' undertakings set
forth in this Section 3.1 may be unenforceable, the Stockholders shall
contribute the maximum amount that they are permitted to contribute under
applicable Law to the payment and satisfaction of all Losses incurred by the
Triarc Indemnified Parties to the extent they


                                       5
<PAGE>

would otherwise have been indemnified under and subject to the terms and
conditions of Articles VIII or XI of the Merger Agreement.

         3.2    NON-COMPETE AND OTHER RESTRICTIVE COVENANTS.

                (a)     As an inducement for each of Triarc, ARG, Merger Sub
Corp., Merger Sub LLC and RTMMC Acquisition Sub, as applicable, to enter into
the Merger Agreement, the RTMAC Purchase Agreement and the RTMMC Purchase
Agreement and to consummate the transactions contemplated thereby and as
consideration for the payment of the pro rata portion of the Aggregate Merger
Consideration, the RTMAC Purchase Price and the cash portion of the RTMMC
Purchase Price, each of Russell V. Umphenour, Jr., Dennis E. Cooper and J.
Russell Welch (each, a "SUBJECT STOCKHOLDER") acknowledges and agrees that
through such Subject Stockholder's association with the RTM Parties and their
Subsidiaries, such Subject Stockholder has been (and, for any such Subject
Stockholder who will be a director or officer of, or consultant to, ARG or any
of its Subsidiaries after the Closing, will continue to be) involved, at the
highest level, in the development, implementation, and management of the
business strategies and plans of the RTM Parties and their Subsidiaries and,
from and after the Closing, ARG and its Subsidiaries, including those which
involve the finances, marketing and other operations, and acquisitions of the
RTM Parties and their Subsidiaries and, from and after the Closing, ARG and its
Subsidiaries. By virtue of such Subject Stockholder's unique and sensitive
position and in light of the nation-wide scope of ARG and its Subsidiaries, each
Subject Stockholder's association with a competitor of ARG or its Subsidiaries
represents a serious competitive danger to ARG and its Subsidiaries and the use
of such Subject Stockholder's talent, knowledge and information about the
business, strategies and plans of ARG and its Subsidiaries can and would
constitute a valuable competitive advantage over ARG and its Subsidiaries.

                (b)     In view of Section 3.2(a) above, each Subject
Stockholder hereby covenants and agrees that during the period beginning on the
Closing Date and ending on the fourth anniversary thereof:

                        (i)     anywhere in the United States where ARG or any
of its Subsidiaries maintains Restaurants, such Subject Stockholder will not
engage or be engaged in any capacity, "directly or indirectly" (as defined
below), including, but not limited to, as an employee, agent, consultant,
director, officer, advisor, financing source, owner, partner, member or
stockholder (except as a passive investor owning less than two percent (2%)
interest in a publicly held company) in any Person that owns and/or franchises
more than 500 restaurant units in the United States, other than the Mrs. Winners
Obligors as of the date hereof and only to the extent that such Mrs. Winners
Obligors own or operate Mrs. Winner's brand restaurants;

                        (ii)    such Subject Stockholder will not, directly or
indirectly, without Triarc's prior written consent, hire or cause to be hired,
solicit or encourage to cease to work with ARG or any of its Subsidiaries or
Affiliates, any person who is at the time of such activity, or who was within
the six (6) month period preceding such activity, an employee of ARG or any of
its Subsidiaries or Affiliates at the level of


                                       6
<PAGE>

director or any more senior level or a consultant under contract with ARG or any
of its Subsidiaries or Affiliates and whose primary client is such Person; and

                        (iii)   such Subject Stockholder will not, directly
or indirectly, solicit, encourage or cause any supplier, distributor or
franchisee of ARG ARG or any of its Subsidiaries or Affiliates to cease doing
business with ARG or such Subsidiary or Affiliate, or to reduce the amount of
business such supplier, distributor or franchisee does with ARG or such
Subsidiary or Affiliate.

                (c)     For purposes of this Section 3.2, "directly or
indirectly" means in such Subject Stockholder's individual capacity for his, her
or its own benefit or as a shareholder, partner, member, financing source or
other principal, officer, director, employee, agent or consultant of or to any
Person whatsoever.

                (d)     If any court determines that any of the covenants set
forth in this Section 3.2, or any part thereof, is unenforceable because of the
duration or geographic scope of such provision or otherwise, such court shall
have the power to reduce the duration or scope of, or otherwise reform, such
provision, as the case may be, and, in its reduced or modified form, such
provision shall then be enforceable.

         3.3    CONFIDENTIALITY. During the period of the covenants set forth
in Section 3.2(b), each Stockholder agrees to treat as confidential and not to
disclose to anyone other than Triarc and its Subsidiaries and Affiliates, and
their respective officers, directors, employees and agents, and each such
Stockholder agrees that such Stockholder will not, without the prior written
consent of Triarc, divulge, furnish, or make known or accessible to, or use for
the benefit of anyone other than Triarc, its Subsidiaries and Affiliates, any
information of a confidential nature relating in any way to the business of
Triarc or its Subsidiaries or Affiliates (including, from and after the Closing,
RTMRG, RTMAC, RTMMC and their respective Subsidiaries), or any of their
respective suppliers, distributors or franchisees, unless (i) such Stockholder
is required to disclose such information by requirements of Law, (ii) such
information is in the public domain through no fault of such Stockholder, or
(iii) such information has been lawfully acquired by such Stockholder from other
sources unless such Stockholder knows that such information was obtained in
violation of an agreement of confidentiality. During the period of the covenants
set forth in Section 3.2(b), each such Stockholder further agrees that such
Stockholder will refrain from engaging in any conduct or making any statement,
written or oral that is disparaging of Triarc, any of its Subsidiaries or
Affiliates (including, from and after the Closing, RTMRG, RTMAC, RTMMC and their
respective Subsidiaries) or any of their respective directors or officers.
Notwithstanding the foregoing, Triarc acknowledges that prior to the Closing,
the operations of RTMRG, RTMMC, RTMAC and their Subsidiaries have been conducted
with the operations of the Mrs. Winners Obligors in an interdependent manner and
that it is difficult to distinguish between the confidential information of the
RTM Parties and their Subsidiaries and the confidential information of the Mrs.
Winners Obligors. Accordingly, Triarc agrees that the continued use by the
Stockholders of information otherwise subject to this Section 3.3 in the conduct
of the business and affairs of the Mrs. Winners Obligors will not constitute a
violation of this Section 3.3 to the extent that such use does not result in an
adverse


                                       7
<PAGE>

impact to Triarc or any of its Subsidiaries that is material to Triarc and its
Subsidiaries, taken as a whole.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         Each Stockholder, severally and not jointly, represents and warrants to
Triarc as follows:

         4.1    POWER AND AUTHORIZATION. Such Stockholder has the requisite
power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance by such Stockholder of this Agreement
and the consummation by such Stockholder of the transactions contemplated hereby
are within such Stockholder's power and authority and have been duly and validly
authorized by all necessary action on the part of such Stockholder.

         4.2    ENFORCEABILITY. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a legal, valid and binding
agreement of such Stockholder, enforceable against such Stockholder 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.

         4.3    GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and
performance of this Agreement by such Stockholder and the consummation by such
Stockholder of the transactions contemplated by this Agreement do not and will
not require any consent, approval or other authorization of, or filing with or
notification to, any Governmental Entity.

         4.4    NON-CONTRAVENTION. The execution, delivery and performance of
this Agreement by such Stockholder and the consummation by such Stockholder of
the transactions contemplated by this Agreement do not and will not:

                (a)     contravene or conflict with, or result in any violation
or breach of, any provisions of the organizational documents of such Stockholder
(to the extent that such Stockholder is an entity);

                (b)     contravene or conflict with, or result in any violation
or breach of, any Laws or Orders applicable to such Stockholder;

                (c)     require any consent, approval or other authorization of,
or any filing with or notification to, any Person under any Contract to which
such Stockholder is a party, other than as provided in Section 5.06 of the
Merger Agreement or Section 5.06 of the RTMRG Disclosure Letter; or


                                       8
<PAGE>

                (d)     give rise to a right of termination, cancellation,
amendment, modification or acceleration of any rights or obligations under any
Contracts to which such Stockholder is a party.

         4.5    OWNERSHIP. As of the date of this Agreement, such Stockholder
is the sole beneficial owner and record holder of the number of shares of common
stock, no par value, of RTMRG (the "RTMRG SHARES") set forth opposite such
Stockholder's name on SCHEDULE A to this Agreement, which constitute all of the
RTMRG Shares beneficially owned and/or held of record by such Stockholder,
except for options to purchase 3,411,422 RTMRG Shares in the case of Thomas A.
Garrett. Except for such options in the case of Mr. Garrett, such Stockholder
owns no other rights or interests convertible or exchangeable into or
exercisable for any securities of RTMRG.

         4.6    TRANSACTION AGREEMENTS. Such Stockholder has received and
reviewed a copy of, and is fully familiar with and understands the terms of,
each of the Transaction Agreements.

         4.7    ACCREDITED INVESTOR. Such Stockholder is an "accredited
investor," as defined in Regulation D of the Securities Act and has such
knowledge, skill, sophistication and experience in business and financial
matters that it is capable of evaluating the merits and risks of the receipt of
a portion of the Aggregate Share Consideration for its RTMRG Shares.


                                   ARTICLE V

                                OTHER COVENANTS

         5.1    NO INCONSISTENT AGREEMENTS. Each Stockholder covenants and
agrees that such Stockholder shall not enter into any Contract with respect to
any of its RTMRG Shares that is inconsistent with such Stockholder's obligations
under this Agreement.

         5.2    NO TRANSFERS. Each Stockholder agrees that it shall not: (a)
sell, assign, give, tender, offer, exchange or otherwise transfer any of its
RTMRG Shares except by will or the laws of descent and distribution in the event
of his or her death; (b) encumber, pledge, hypothecate or otherwise permit
(including by omission) the creation or imposition of any Lien on any of its
RTMRG Shares; or (c) enter into any Contract with respect to any of the
foregoing, in each case without the prior written consent of Triarc.

         5.3    NO REGISTRATIONS OF TRANSFERS. Each Stockholder (a) agrees that
it shall not request that RTMRG or its transfer agent register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Stockholder's RTMRG Shares and (b) consents to the
entry of stop transfer instructions by RTMRG of any transfer of such
Stockholder's RTMRG Shares, unless such transfer is made in compliance with
Section 5.2.


                                       9
<PAGE>

         5.4    NO SOLICITATION. Each Stockholder agrees that it shall not, and
shall cause each of its Affiliates it controls and Representatives not to,
directly or indirectly, (a) solicit, initiate, facilitate or encourage any
inquiries, offers or proposals that constitute, or could reasonably be expected
to lead to, any Takeover Proposal or (b) engage in discussions or negotiations
with, or furnish or disclose any non-public information relating to RTMRG or any
of its Subsidiaries to, any Person that has made or may be considering making
any Takeover Proposal. Each Stockholder agrees that it shall, and shall cause
each of its Affiliates it controls and Representatives to, immediately cease any
existing solicitations, discussions or negotiations with any Persons heretofore
conducted with respect to any Takeover Proposal.

         5.5    NO GROUPS. Each Stockholder agrees that it shall not, and shall
cause each of its Affiliates it controls not to, become a member of a "group"
(as that term is used in Section 13(d) of the Exchange Act) with respect to any
RTMRG Shares or other voting securities of the Company for the purpose of
opposing or competing with the transactions contemplated by the Merger
Agreement.

         5.6    NO PUBLIC STATEMENTS. Each Stockholder agrees that it shall not,
and shall cause each of its Affiliates it controls and Representatives not to,
issue any press releases or make any public statements with respect to this
Agreement, the Merger Agreement or any of the transactions contemplated by the
Merger Agreement without the prior written consent of Triarc or except as
required by applicable Laws.

         5.7    WAIVER OF APPRAISAL AND DISSENT RIGHTS. Without limiting the
generality of the other obligations of each Stockholder hereunder, each
Stockholder hereby waives and agrees not to assert, and agrees to cause its
Affiliates it controls to waive and not to assert, any rights of appraisal or
rights of dissent in connection with the First Merger that such Stockholder or
its Affiliates may have.

         5.8    RTMRG SHAREHOLDERS OBLIGATIONS AMOUNTS. Each Stockholder hereby
consents to the offset against the Merger Consideration otherwise payable to
such Stockholder of the RTMRG Shareholders Obligations Amounts for such
Stockholder in accordance with the Merger Agreement.

         5.9    ACTIONS WITH RESPECT TO RTMRG SHAREHOLDERS. The Stockholders
shall use their commercially reasonable efforts to obtain, as promptly as
practicable after the date hereof, the execution and delivery of a waiver of
dissenters rights by each RTMRG Shareholder who is not a signatory to the RTMRG
Written Consent as of the date hereof.

         5.10   ACTIONS WITH RESPECT TO COMBINED RTM FINANCIAL STATEMENTS. Upon
the request of Triarc, the Stockholders shall (i) cooperate with Triarc by using
the Stockholders' commercially reasonable efforts to cause the applicable
independent auditors of the RTM Parties and their Subsidiaries to furnish on a
timely basis to Triarc all auditor's consents that are required to be included
in any filing by Triarc or any of its Affiliates with the SEC that includes or
incorporates by reference the Combined RTM Financial Statements, whether such
filing is made before or after the Closing and


                                       10
<PAGE>

including the Shelf Registration Statement, and (ii) to the extent Triarc or any
of its Affiliates conducts or intends to conduct an offering of securities (and
if the registration statement, prospectus or offering memorandum for such
offering includes or incorporates by reference the Combined RTM Financial
Statements), cooperate with Triarc by using the Stockholders' commercially
reasonable efforts to cause the applicable independent auditors of the RTM
Parties and their Subsidiaries to deliver a letter containing statements and
information of the type ordinarily included in accountant's "comfort letters"
with respect to the Combined RTM Financial Statements contained or incorporated
by reference in any such document relating to any such offering, in the case of
each of (i) and (ii) above, within the time period reasonably requested by
Triarc or any of its Affiliates. In addition, in connection with any SEC filing
required to be made by Triarc or any of its Affiliates (or any SEC review of
such filing), the Stockholders shall permit Triarc and its Representatives to
have reasonable access, during normal business hours and upon reasonable advance
notice, to the properties, books and records of the Stockholders and their
Affiliates relating to the RTM Parties and their Subsidiaries solely for the
purpose of preparing any such SEC filing or responding to SEC questions,
comments or requests on such SEC filing.

         5.11   NO SHORT SALES. From the date hereof until the Closing Date,
no Stockholder shall, and each Stockholder shall cause its Affiliates and
Immediate Family Members not to, directly or indirectly, engage in any
transaction constituting a "short sale" (as defined in the Rule 3b-3 under the
Exchange Act) of any shares of Triarc Class A Common Stock or Triarc Class B-1
Common Stock beneficially owned by such Stockholder or establish an open "put
equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange
Act), with respect to any shares of Triarc Class A Common Stock or Triarc Class
B-1 Common Stock beneficially owned by such Stockholder, its Affiliates or
Immediate Family Members.

         5.12   FURTHER ASSURANCES. From time to time, at Triarc's reasonable
request and without further consideration, each Stockholder agrees that it shall
execute and deliver such additional documents and take all such further action
as may be necessary or desirable to consummate the transactions contemplated by
this Agreement.


                                   ARTICLE VI

                                  MISCELLANEOUS

         6.1    TERMINATION. This Agreement shall terminate simultaneously
with any termination of the Merger Agreement in accordance with its terms. Any
such termination shall be without prejudice to any liabilities arising under
this Agreement prior to such termination.

         6.2    AMENDMENTS; WAIVERS. This Agreement may not be amended or waived
except by an instrument in writing signed (a) by each of the parties to this
Agreement in the case of an amendment or (b) by the party against whom the
waiver is to be effective in the case of a waiver. No failure or delay by any
party to this Agreement in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor


                                       11
<PAGE>

shall any single or partial exercise thereof preclude any other or further
exercise thereof or of any other right, power or privilege.

         7.3    NOTICES. Any notice, request, instruction or other
communication under this Agreement shall be in writing and delivered by hand or
overnight courier service or by facsimile:

                If to Triarc, to:

                Triarc Companies, Inc.
                280 Park Avenue
                New York, New York  10017
                Facsimile:  (212) 451-3216
                Attention:  Brian L. Schorr, Esq.

                with a copy to:

                Paul, Weiss, Rifkind, Wharton & Garrison LLP
                1285 Avenue of the Americas
                New York, New York 10019-6064
                Facsimile: (212) 757-3990
                Attention:  Paul D. Ginsberg, Esq.

                If to a Stockholder, to such Stockholder's address or
                facsimile number set forth on the signature pages to this
                Agreement,

                with a copy to:

                Sutherland Asbill & Brennan LLP
                999 Peachtree Street, N.E.
                Atlanta, Georgia 30309-3996
                Facsimile: (404) 853-8806
                Attention:  Mark D. Kaufman, Esq.


or to such other Persons, addresses or facsimile numbers as may be designated in
writing by the Person entitled to receive such communication as provided above.
Each such communication shall be effective (a) if delivered by hand, when such
delivery is made at the address specified in this Section 6.3, (b) if delivered
by overnight courier service, the next business day after such communication is
sent to the address specified in this Section 6.3, or (c) if delivered by
facsimile, when such facsimile is transmitted to the facsimile number specified
in this Section 6.3 and appropriate confirmation is received.

         6.4    SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. No party to this Agreement may assign,
delegate or



                                       12
<PAGE>

otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other parties.

         6.5    GOVERNING LAW. This Agreement and any claim or controversy
relating hereto shall be governed by and construed in accordance with the law of
the State of New York, without regard to the conflicts of law rules of such
state that would result in the application of the law of another jurisdiction,
except to the extent that provisions of the GBCC and the DLLCA are mandatorily
applicable.

         6.6    SUBMISSION TO JURISDICTION. Except as otherwise expressly
provided in this Agreement, the parties hereto agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the United States District Court for the Southern
District of New York or any New York State court sitting in New York City, so
long as one of such courts shall have subject matter jurisdiction over such
suit, action or proceeding, and that any cause of action arising out of this
Agreement shall be deemed to have arisen from a transaction of business in the
State of New York, and each of the parties hereby irrevocably consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section 6.3
shall be deemed effective service of process on such party.

         6.7    WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

         6.8    ENTIRE AGREEMENT. This Agreement, the Merger Agreement and the
Ancillary Agreements constitute the entire agreement among the parties with
respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, both oral and written, among the parties with
respect to the subject matter of this Agreement

         6.9    NO THIRD-PARTY BENEFICIARIES. Except as provided in Section 3.1,
this Agreement is not intended to confer any rights or remedies upon any Person
other than the parties to this Agreement.

         6.10   SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability or the other provisions of this Agreement.
If any provision of this Agreement, or the application of that provision to any
Person or any circumstance, is


                                       13
<PAGE>

invalid or unenforceable, (a) a suitable and equitable provision shall be
substituted for that provision in order to carry out, so far as may be valid and
enforceable, the intent and purpose of the invalid or unenforceable provision
and (b) the remainder of this Agreement and the application of the provision to
other Persons or circumstances shall not be affected by such invalidity or
unenforceability, nor shall such invalidity or unenforceability affect the
validity or enforceability of the provision, or the application of that
provision, in any other jurisdiction.

         6.11   RULES OF CONSTRUCTION. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement
and waive the application of any Laws or rule of construction providing that
ambiguities in any agreement or other document shall be construed against the
party drafting such agreement or other document.

         6.12   REMEDIES. Except as otherwise provided in this Agreement, any
and all remedies expressly conferred upon a party shall be cumulative with and
not exclusive of any other remedy contained in this Agreement, at law or in
equity. The exercise by a party of any one remedy shall not preclude the
exercise of any other remedy.

         6.13   SPECIFIC PERFORMANCE. The parties to this Agreement agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions (without the payment or posting of any bond) to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity.

         6.14   COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
any number of counterparts, all of which shall be one and the same agreement.
This Agreement shall become effective when each party to this Agreement shall
have received counterparts signed by all of the other parties.

                            [Signature Pages Follow]




                                       14
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

                                         TRIARC COMPANIES, INC.


                                         By: /s/ Nelson Peltz
                                             ----------------------------------
                                             Name:  Nelson Peltz
                                             Title: Chairman & CEO


                                         By: /s/ Peter W. May
                                             ----------------------------------
                                             Name:  Peter W. May
                                             Title: President & COO



                                         STOCKHOLDERS:



                                         /s/ Russell V. Umphenour, Jr.
                                         --------------------------------
                                         Russell V. Umphenour, Jr.



                                         /s/ Russell V. Umphenour, III
                                         --------------------------------
                                         Russell V. Umphenour, III




                                       15
<PAGE>

                                         /s/ Sharon S. Umphenour
                                         --------------------------------
                                         Sharon S. Umphenour



                                         /s/ Sharron L. Baron
                                         --------------------------------
                                         Sharron L. Barton



                                         /s/ Dennis E. Cooper
                                         --------------------------------
                                         Dennis E. Cooper




                                       16
<PAGE>


                                         COOPER FAMILY PARTNERSHIP, L.L.L.P.


                                         By: /s/ Dennis E. Cooper
                                             ----------------------------
                                             Name:  Dennis E. Cooper
                                             Title: General Partner



                                         /s/ Thomas A. Garrett
                                         --------------------------------
                                         Thomas A. Garrett



                                         /s/ J. Russell Welch
                                         --------------------------------
                                         J. Russell Welch




                                       17
<PAGE>


                                         RTM REPRESENTATIVES:


                                         /s/ Russell V. Umphenour, Jr.
                                         --------------------------------
                                         Russell V. Umphenour, Jr.



                                         /s/ Dennis E. Cooper
                                         --------------------------------
                                         Dennis E. Cooper



                                         /s/ J. Russell Welch
                                         --------------------------------
                                         J. Russell Welch




                                       18
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
