

<PAGE>


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 3.13 AND 3.14 OF THE INDENTURE.](1)

                                    [FORM OF NOTE]

                         TRIARC CONSUMER PRODUCTS GROUP, LLC,
                            TRIARC BEVERAGE HOLDINGS CORP.

                       10 1/4% Senior Subordinated Note due 2009

No.________                                                 CUSIP No. __________

                                                   $ __________


        TRIARC CONSUMER PRODUCTS GROUP, LLC, a Delaware limited liability
company (the "Company") and TRIARC BEVERAGE HOLDINGS CORP., a Delaware
corporation ("Triarc Beverage" and together with the Company, the "Issuers",
which term includes any successor Persons under the Indenture hereinafter
referred to), for value received, jointly and severally promise to pay to
___________, or its registered assigns, the principal sum of ___________________
Dollars ($___________), on February 15, 2009.

        Interest Rate:                   10 1/4% per annum.

--------------
(1)  To be included for global notes.




<PAGE>
<PAGE>


        Interest Payment Dates:          February 15 and August 15 of each year
                                         commencing August 15, 1999.

        Regular Record Dates:            February 1 and August 1 of each year.

        Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                        2



<PAGE>
<PAGE>



        IN WITNESS WHEREOF, the Issuers have caused this Note to be signed
manually or by facsimile by its duly authorized officers.

        Date:_________

                                         TRIARC CONSUMER PRODUCTS
                                             GROUP, LLC, as Issuer


                                         By:_________________________
                                            Name:
                                            Title:


                                         TRIARC BEVERAGE HOLDINGS
                                             CORP., as Issuer


                                         By:_________________________
                                            Name:
                                            Title:


                                           3



<PAGE>
<PAGE>







                (Form of Trustee's Certificate of Authentication)

        This is one of the 10 1/4% Senior Subordinated Notes due 2009 referred
to in the within-mentioned Indenture.



                                         THE BANK OF NEW YORK,
                                               as Trustee



Dated: ______________                    By:_________________________
                                            Authorized Signatory





                                        4



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<PAGE>



                             [REVERSE SIDE OF NOTE]

                      TRIARC CONSUMER PRODUCTS GROUP, LLC,
                         TRIARC BEVERAGE HOLDINGS CORP.

                    10 1/4% Senior Subordinated Note due 2009

        1. Principal and Interest; Subordination. The Issuers agree, jointly and
severally, to pay the principal of this Note on February 15, 2009.

        The Issuers agree, jointly and severally, to pay interest on the
principal amount of this Note on each Interest Payment Date, as set forth below,
at the rate of 10 1/4% per annum.

        Interest will be payable semi-annually (to the Holders of record of the
Notes (or any predecessor Notes) at the close of business on the Regular Record
Date immediately preceding the Interest Payment Date) on each Interest Payment
Date, commencing August 15, 1999.

        Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 25, 1999;
provided that, if there is no existing default in the payment of interest and if
this Note is authenticated between a Regular Record Date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

        The Issuers shall pay interest on overdue principal and premium, if any,
and interest on overdue installments of interest, to the extent lawful, at a
rate per annum equal to 1% per annum in excess of the rate of interest
applicable to the Notes.

        The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness, and this Note is issued
subject to such provisions. Each Holder of this Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee its attorney-in-fact for such purpose.

        2. Method of Payment. The Issuers will pay interest (except defaulted
interest) on the principal amount of the Notes on each February 15 and August 15
to the Persons who are Holders (as reflected in the Register at the close of
business on the February 1 and August 1 immediately preceding the Interest
Payment Date), in each case, even if the Note is canceled on registration of
transfer or registration of exchange after such Regular Record Date; provided
that, with respect to the payment of principal, the Issuers will


                                        5



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<PAGE>



make payment to the Holder that surrenders this Note to any Paying Agent on or
after February 15, 2009.

        The Issuers will pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Notes represented by the
Global Notes (including principal, premium, if any, and interest) shall be made
by wire transfer of immediately available funds to the accounts specified by the
Global Note Holder. With respect to Physical Notes, the Issuers will make all
payments of principal, premium, if any, and interest by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or,
if no such account is specified, by mailing a check to each such Holder's
registered address. If a payment date is a date other than a Business Day,
payment may be made at that place on the next succeeding day that is a Business
Day and no interest shall accrue for the intervening period.

        3. Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Issuers may change any Paying Agent or Registrar upon
written notice thereto. The Issuers, any Subsidiary or any Affiliate of any of
them may act as Paying Agent, Registrar or co-registrar.

        4. Indenture; Limitations. The Issuers issued the Notes under an
Indenture dated as of February 25, 1999 (the "Indenture"), among the Issuers,
the Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee").
Capitalized terms herein are used as defined in the Indenture unless otherwise
indicated. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(the "TIA"). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of all such terms. To the extent
permitted by applicable law, in the event of any inconsistency between the terms
of this Note and the terms of the Indenture, the terms of the Indenture shall
control.

        The Notes are unsecured senior subordinated obligations of the Issuers.
The Indenture limits the initial aggregate principal amount of the Notes to
$300,000,000 but permits the issuance of Additional Notes in an unlimited amount
subject to compliance with the covenants contained in the Indenture and except
as may be limited by applicable law.

        5. Optional Redemption. The Notes may be redeemed at the option of the
Issuers, in whole or in part, at any time and from time to time, on or after
February 15, 2004, at the following Redemption Prices (expressed in percentages
of principal amount on the relevant Redemption Date), plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the 12-month period
commencing February 15 of each of the years set forth below:


                                        6



<PAGE>
<PAGE>




<TABLE>
<CAPTION>
                  Year                               Redemption Price

<S>                                                     <C>      
2004....................................                105.1250%
2005....................................                103.4167%
2006....................................                101.7083%
2007 and thereafter.....................                100.0000%
</TABLE>

        In addition, at any time prior to February 15, 2002, the Issuers may
redeem up to 35% of the original principal amount of the Notes, with the
proceeds of one or more Qualified Public Equity Offerings, at the redemption
price (expressed in percentages of principal amount on the relevant Redemption
Date) of 110.25% plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment Date); provided,
however, that (i) at least 65% of the aggregate principal amount of the Notes
ever issued under the Indenture remains Outstanding and is held, directly or
indirectly, by Persons other than the Company and its Affiliates and (ii) such
redemption shall occur within 60 days of the applicable Qualified Public Equity
Offering.

        If less than all the Notes are to be redeemed, the particular Notes to
be redeemed shall be selected by the Trustee on a pro rate basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate; provided, however, that no Note of $1,000 in original principal
amount or less shall be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Note.

        Notice of a redemption will be mailed, first-class postage prepaid, at
least 30 days but not more than 60 days before the Redemption Date to each
Holder's registered address. Notes in original denominations larger than $1,000
may be redeemed in part in integral multiples of $1,000. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of Notes called
for redemption, unless the Issuers default in the payment of the Redemption
Price.

        6. Repurchase upon a Change in Control and Sale of Assets. Upon the
occurrence of (a) a Change in Control, each Holder shall have the right to
require that the Issuers repurchase such Holder's Notes at a purchase price in
cash equal to 101% of the principal amount thereof on the date of purchase, plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of Holders of record on the relevant Regular Record Date to receive
interest due on the relevant Interest Payment Date) and (b) an Asset
Disposition, the Issuers may be obligated to make an offer to purchase on a pro
rata basis from the Holders the Notes with a portion of the Excess Proceeds of
such


                                        7



<PAGE>
<PAGE>



Asset Sales at a purchase price equal to 100% of the principal amount of such
Notes plus accrued interest, if any, to the date of purchase.

        7. Denominations; Transfer; Exchange. The Notes are in fully registered
form without coupons, in denominations of $1,000 and any integral multiples of
$1,000. A Holder may register the transfer or exchange of Notes in accordance
with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

        8. Persons Deemed Owners. A Holder may be treated as the owner of a Note
for all purposes.

        9. Unclaimed Money. If money for the payment of principal, premium, if
any, or interest remains unclaimed for two years, the Trustee and the Paying
Agent will pay the money back to the Issuers at their request. After that,
Holders entitled to the money must look to the Issuers for payment, unless an
abandoned property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

        10. Discharge Prior to Redemption or Maturity. If the Issuers
irrevocably deposit, or cause to be deposited, with the Trustee money or U.S.
Government Obligations sufficient to pay the then outstanding principal of and
premium, if any, and accrued interest on the Notes (a) to redemption or
maturity, the Issuers will be discharged from the Indenture and the Notes,
except in certain circumstances for certain sections thereof, and (b) to
redemption or maturity, the Issuers will be discharged from certain covenants
set forth in the Indenture.

        11. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
Outstanding, and any existing Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Notes then Outstanding. Without notice to or the consent of any
Holder, the parties thereto may amend the Indenture or the Notes to the extent
set forth in the Indenture.

        12. Restrictive Covenants. The Indenture contains certain covenants,
including, without limitation, covenants with respect to the following matters:
(i) Indebtedness; (ii) Restricted Payments; (iii) distributions from Restricted
Subsidiaries; (iv) sales of assets and Subsidiary stock; (v) transactions with
Affiliates; (vi) Liens; (vii) Senior Subordinated Indebtedness; (viii)
repurchase of Notes upon a Change in Control; (ix) sale or issuance of Capital
Stock of Restricted Subsidiaries; (x) Subsidiary Guarantees; and (xi)
consolidation, merger and sale of assets. Within 120


                                        8



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<PAGE>



days after the end of each fiscal year, the Issuers must report to the Trustee
on compliance with such limitations.

        13. Successor Persons. When a successor person or other entity (other
than an Affiliate of the Issuers) assumes all the obligations of its predecessor
under the Notes and the Indenture, the predecessor person will be released from
those obligations.

        14. Remedies for Events of Default. If an Event of Default (other than
an Event of Default specified in Section 6.01(g) or (h) of the Indenture that
occurs with respect to an Issuer) occurs and is continuing under this Indenture,
then in every such case the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes, by written notice to the Issuers (and
to the Trustee if such notice is given by the Holders), may, and the Trustee at
the written request of such Holders shall, declare the principal of, premium, if
any, and accrued interest on all of the Outstanding Notes to be immediately due
and payable. Upon a declaration of acceleration, such principal of, premium, if
any, and accrued interest shall be immediately due and payable; provided,
however, that if any Designated Senior Indebtedness is outstanding, such
declaration shall not become effective until five (5) Business Days after the
Representatives of all the issues of Designated Senior Indebtedness receive
notice of such acceleration. If an Event of Default specified in Section 6.01(g)
or (h) of the Indenture occurs with respect to an Issuer, the principal of,
premium, if any, and accrued interest on the Outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. The Holders of at least a majority in
aggregate principal amount of the Outstanding Notes by written notice to the
Issuers and to the Trustee, may waive all past defaults and rescind and annul a
declaration of acceleration and its consequences if (1) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and
interest on the Notes that have become due solely by such declaration of
acceleration, have been cured or waived and (2) the recission would not conflict
with any judgment or decree of a court of competent jurisdiction.

        Holders may not enforce the Indenture, the Notes or the Subsidiary
Guarantees except as provided in the Indenture. The Trustee may require security
or indemnity satisfactory to it before it enforces the Indenture, the Notes or
the Subsidiary Guarantees. The Holders of at least a majority in aggregate
principal amount of the Notes then Outstanding may direct the Trustee in the
exercise of any trust or power in accordance with the terms of the Indenture.

        15. Subsidiary Guarantees. Except as specified below, each Subsidiary
Guarantor irrevocably and unconditionally guarantees (the "Guaranteed Amount"),
jointly and severally, on an unsecured senior subordinated basis, the full and
punctual payment (whether at Stated Maturity, upon acceleration, optional
redemption, upon


                                        9



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<PAGE>



repurchase following a Change of Control Offer or an Excess Proceeds Offer or
otherwise) of the principal of, premium, if any, and interest on, and all other
amounts payable under, this Note provided for under this Indenture, and the full
and punctual payment of all other amounts payable by the Issuers under the
Indenture; provided that, notwithstanding anything to the contrary herein, the
aggregate amount of the Obligations guaranteed under the Indenture by any
Subsidiary Guarantor shall be limited in amount to the maximum amount that would
not render such Subsidiary Guarantor's obligations subject to avoidance under
the applicable fraudulent conveyance provisions of the United States Bankruptcy
Code or any comparable provision of any applicable state law. Prior to the date
when RC/Arby's existing notes have been redeemed (the "redemption date"), the
Guaranteed Amount with respect to RC/Arby's and each of its Domestic Restricted
Subsidiaries shall be zero. On the redemption date, the Guaranteed Amount with
respect to RC/Arby's and each of its Domestic Restricted Subsidiaries shall
automatically, and without the need for further action, be the amounts described
above in the first sentence of this paragraph (15).

        Each Subsidiary Guarantor's obligations under its Subsidiary Guarantee
shall be subordinated in right of payment to all Senior Indebtedness of such
Subsidiary Guarantor to the extent and in the manner provided in the Indenture.
Each Holder of this Note, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee its
attorney-in-fact for such purpose.

        16. Additional Subsidiary Guarantees. If the Company or any of its
Restricted Subsidiaries shall acquire or create another Domestic Restricted
Subsidiary of the Company after the date of this Indenture, then such acquired
or created Domestic Restricted Subsidiary shall become a Subsidiary Guarantor by
executing a supplemental indenture.

        17. Trustee Dealings with Issuers. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may make loans to, accept deposits from, perform services for, and otherwise
deal with, the Issuers and its Affiliates as if it were not the Trustee.

        18. Authentication. This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note.

        19. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).


                                       10



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<PAGE>



        The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to the Issuers, c/o Triarc
Companies, Inc., 280 Park Avenue, 41st Floor, New York, New York 10017;
Attention: General Counsel.







                                       11



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                               [FORM OF TRANSFER NOTICE]

        FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.


------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


------------------------------------------------------------------------------
attorney to transfer such Note on the books of the Issuers with full power of
substitution in the premises.






                                       12



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                       OPTION OF HOLDER TO ELECT PURCHASE

        If you wish to have this Note purchased by the Issuers pursuant to
Section 4.09 or Section 4.13 of the Indenture or in connection with a Permitted
Arby's Securitization (as defined in the Indenture), check the box: [ ]

        If you wish to have a portion of this Note purchased by the Issuers
pursuant to Section 4.09 or Section 4.13 of the Indenture or in connection with
a Permitted Arby's Securitization, state the amount (in original principal
amount) below:

         $ __________________________ .

Date:____________

Your Signature:__________________________

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:_____________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.





                                       13


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