


<PAGE>


                          CERTIFICATE OF INCORPORATION

                                       of

                         TRIARC BEVERAGE HOLDINGS CORP.


         The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware, certifies as follows:

         1.  Name. The name of the corporation is Triarc Beverage Holdings Corp.
(hereinafter called the "Corporation").

         2.  Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3.  Purposes. The nature of the business and purposes to be conducted
or promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4.  Number of Shares. The total number of shares of capital stock of
all classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5.  Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 280 Park Avenue,
41st Floor, New York, New York 10017.

         6.  Adoption, Amendment and/or Repeal of By-Laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the




<PAGE>



Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7.  Limitation of Liability of Directors. No director of the
Corporation shall be held personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

             Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time or such repeal
or modification.

         8.  Indemnification.

             8.1  To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


                                        2




<PAGE>



civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

             8.2  The Corporation shall, from time to time, reimburse or advance
to any Director or officer or other person entitled to indemnification hereunder
the funds necessary for payment of expenses, including attorneys' fees and
disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right


                                        3




<PAGE>



of appeal that such Director, officer or other person is not entitled to be
indemnified for such expenses.

             8.3  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall not be
deemed exclusive of any other rights to which a person seeking indemnification
or reimbursement or advancement of expenses may have or hereafter be entitled
under any statute, this Certificate of Incorporation, the By-Laws, any
agreement, any vote of stockholders or disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

             8.4  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall continue
as to a person who has ceased to be a Director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

             8.5  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law of the State of Delaware or any other provision of law.


                                        4




<PAGE>



             8.6  The provisions of this Section 8 shall be a contract between
the Corporation, on the one hand, and each Director and officer who serves in
such capacity at any time while this Section 8 is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such Director, officer, or other person intends to be legally bound. No
repeal or modification of this Section 8 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

             8.7  The rights to indemnification and reimbursement or advancement
of expenses provided by, or granted pursuant to, this Section 8 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction. The burden of
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to


                                        5




<PAGE>



such indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

             8.8  Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

             8.9  Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


                                        6




<PAGE>



                  IN WITNESS WHEREOF, this Certificate has been signed on this
30th day of April, 1997.

                                                  /s/ MARY C. WADE
                                                --------------------------------
                                                Mary C. Wade
                                                Incorporator


                                        7




<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                      TRIARC BEVERAGE HOLDINGS CORPORATION

                        ---------------------------------
                         (Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware)


         Triarc Beverage Holdings Corp., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

                  1. The name of the Corporation is Triarc Beverage Holdings
Corp.

                  2. The date of filing of the Certificate of Incorporation of
the Corporation with the Secretary of State was April 30, 1997.

                  3. This Certificate or Amendment amends the Certificate of
Incorporation, as now in effect, to increase its authorized capital stock and to
create a new class of capital stock.

                  4. Article 4 of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                           The total number of shares of capital stock which the
                  Corporation shall have authority to issue is eight hundred
                  thousand (800,000), of which four hundred thousand (400,000)
                  shall be Common Stock, par value $1.00 per share (the "Common
                  Stock") and four hundred thousand (400,000) shall be Preferred
                  Stock, par value $1.00 per share (the "Preferred Stock").

                           The shares of Preferred Stock may be issued from time
                  to time in one or more series of any number of shares,
                  provided that the aggregate




<PAGE>



                  number of shares issued and not cancelled of any and all such
                  series shall not exceed the total number of shares of
                  Preferred Stock hereinabove authorized, and with distinctive
                  serial designations, all as shall hereafter be stated and
                  expressed in the resolution or resolutions providing for the
                  issue of such shares of Preferred Stock from time to time
                  adopted by the Board of Directors pursuant to authority so to
                  do which is hereby vested in the Board of Directors. Each
                  series of shares of Preferred Stock may have such voting
                  powers, full or limited, or no voting powers, and such
                  designations, preferences and relative, participating,
                  optional or other special rights, and qualifications,
                  limitations or restrictions thereof, as shall be stated in
                  said resolutions providing for the issue of such shares of
                  Preferred Stock.

                  5. Such amendment was duly adopted in accordance with of
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of
Incorporation of the Corporation this 21st day of May, 1997.

                                            TRIARC BEVERAGE HOLDINGS CORP.


                                            By:   /s/ STUART I. ROSEN
                                                --------------------------------
                                                Stuart I. Rosen
                                                Vice President and Secretary



                                            By:   /s/ MARY C. WADE
                                                --------------------------------
                                                Mary C. Wade
                                                Assistant Secretary


                                        2




<PAGE>



                         TRIARC BEVERAGE HOLDINGS CORP.

                        CERTIFICATE OF DESIGNATION OF THE
                           10% CUMULATIVE CONVERTIBLE
                   PREFERRED STOCK, SETTING FORTH THE POWERS,
                PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS
               AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK

             Pursuant to Section 151 of the General Corporation Law

                            of the State of Delaware

                  Triarc Beverage Holdings Corp., a Delaware corporation (the
"Company"), DOES HEREBY CERTIFY:

                  That pursuant to authority conferred upon the Board of
Directors of the Company (the "Board of Directors") by the Certificate of
Incorporation of the Company (the "Certificate of Incorporation"), and pursuant
to the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors, by unanimous written consent in lieu of
meeting by the directors of the Company, adopted the following resolution
designating one series of preferred stock, par value $1.00 per share, as shares
of 10% Cumulative Convertible Preferred Stock which resolution is as follows:

                  WHEREAS, the Board of Directors is authorized, within the
limitations and restrictions stated in the Certificate of Incorporation, to
provide by resolution or resolutions for the issuance of shares of preferred
stock, par value $1.00, of the Company (the "Preferred Stock"), in one or more
series with such voting powers, full




<PAGE>



or limited, or without voting powers, and such other rights, preferences,
privileges and restrictions as shall be stated and expressed in the resolution
or resolutions providing for the issuance thereof adopted by the Board of
Directors, and as are not stated and expressed in the Certificate of
Incorporation, or any amendment thereto, including (but without limiting the
generality of the foregoing) such provisions as may be desired concerning
voting, redemption, dividends, dissolution or the distribution of assets and
such other subjects or matters as may be fixed by resolution or resolutions of
the Board of Directors under the General Corporation Law of the State of
Delaware; and

                  WHEREAS, it is the desire of the Board of Directors, pursuant
to its authority as aforesaid, to designate, authorize and fix the terms of one
series of Preferred Stock and the number of shares constituting each such series
and hereby fixes the voting powers, designation, preferences and relative
participating, optional or special rights, and the qualifications, limitations
or restrictions thereof, of the shares of such series;

                  NOW, THEREFORE, BE IT RESOLVED:


                                   ARTICLE I.

                      10% Cumulative Convertible Preferred Stock

                  1.  Designation and Number of Shares.

                      (a) There shall be hereby established a series of
Preferred Stock designated as "10% Cumulative Convertible Preferred Stock," to
consist of 300,000 shares, par value $1.00 per share.


                                        2




<PAGE>



                      (b) Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in Article II below.

                 2.  Rank. So long as 10% Cumulative Preferred Stock is
outstanding, no class or series of capital stock, whether currently issued and
outstanding or to be issued in the future, shall rank prior to, and no class or
series of capital stock, whether currently issued and outstanding or to be
issued in the future, shall rank on a parity with, the 10% Cumulative
Convertible Preferred Stock as to dividends or upon liquidation. For purposes of
this resolution, any capital stock of any class or series of the Company shall
be deemed to rank:

                      (a) prior to shares of the 10% Cumulative Convertible
Preferred Stock, either as to dividends or upon liquidation, if the holders of
such stock shall be entitled to the receipt of dividends, or of amounts
distributable upon dissolution, liquidation or winding up of the Company, as the
case may be, in preference or priority to the holders of shares of the 10%
Cumulative Convertible Preferred Stock;

                      (b) on a parity with shares of the 10% Cumulative
Convertible Preferred Stock, either as to dividends or upon liquidation, whether
or not the dividend rates, dividend payment dates or redemption or liquidation
prices per share, be different from those of the 10% Cumulative Convertible
Preferred Stock, if the holders of such capital stock shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Company, as the case may be, in proportion to their
respective dividend rates or liquidation prices, without preference or priority,
one over the other, as between the holders of such


                                        3




<PAGE>



capital stock and the holders of shares of the 10% Cumulative Convertible
Preferred Stock; and

                      (c) junior to shares of the 10% Cumulative Convertible
Preferred Stock, either as to dividends or upon liquidation, if such capital
stock shall be Common Stock, or any other class or series of common stock or if
the holders of shares of the 10% Cumulative Convertible Preferred Stock shall be
entitled to receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Company, as the case may be, in preference or
priority to the holders of shares of such class or series.

                  3.  Dividends.

                      (a) Beginning on the date of issuance of the 10%
Cumulative Convertible Preferred Stock, the Company shall pay, when, as and if
declared by the Board of Directors of the Company, out of funds legally
available therefor (the "Legally Available Funds"), dividends at the annual rate
of (x) $100 per share of 10% Cumulative Convertible Preferred Stock if paid in
cash or (y) 0.10 shares of 10% Cumulative Convertible Preferred Stock per share
of 10% Cumulative Convertible Preferred Stock, if paid in additional shares of
10% Cumulative Convertible Preferred Stock. The payment of dividends in cash or
by the issuance of additional shares of 10% Cumulative Convertible Preferred
Stock shall be at the option of the Company; provided, that, notwithstanding the
foregoing, if on any Dividend Payment Date the Company is not permitted to pay
all or a portion of such dividends in cash under the Senior Credit Agreement,
then, with respect to such Dividend Payment Date the Company shall, to the
extent permitted by the Senior Credit Agreement, pay such


                                        4




<PAGE>



portion of such dividends in cash that it is permitted to pay and shall pay the
remainder of such dividends through the issuance of additional fully paid and
nonassessable shares of 10% Cumulative Convertible Preferred Stock at a rate of
0.10 of a share in respect of each $100 of such dividends not paid in cash. Such
dividends shall be payable in equal semi-annual payments (as nearly as
practicable) for such full semi-annual dividend period. Such dividends shall be
fully cumulative, to the extent not paid, and shall accrue (whether or not
earned or declared) on a daily basis and compounding annually until such time as
such dividends are declared by the Board of Directors of the Company and paid.
Dividends shall be payable from the date of original issuance of shares of 10%
Cumulative Convertible Preferred Stock and shall be payable out of Legally
Available Funds when, as and if declared by the Board of Directors on each
Dividend Payment Date with respect to the period ending on the day immediately
preceding such date. In computing the amount of dividends accrued in respect of
a fractional year, such amount shall be computed on the basis of a 360- day year
consisting of twelve 30-day months.

                      (b) The Company shall reserve and keep available out of
its authorized and unissued 10% Cumulative Convertible Preferred Stock solely
for the purpose of paying dividends thereon pursuant to Section 3(a), such
number of shares of 10% Cumulative Convertible Preferred Stock as shall from
time to time be sufficient for such purpose. The Board of Directors of the
Company shall, from time to time, if necessary, propose to the stockholders of
the Company amendments to the Company's Certificate of Incorporation to increase
its authorized capital stock and take such other actions as may be necessary to
permit the issuance from time to time


                                        5




<PAGE>



of shares of 10% Cumulative Convertible Preferred Stock upon the declaration of
any dividend payable in additional shares of 10% Cumulative Convertible
Preferred Stock.

                      (c) Fractional shares of 10% Cumulative Convertible
Preferred Stock may be issued. Each fractional share of 10% Cumulative
Convertible Preferred Stock outstanding shall be entitled to a ratably
proportionate amount of all dividends accruing with respect to each outstanding
share of 10% Cumulative Convertible Preferred Stock and all of such dividends
with respect to such outstanding fractional shares of 10% Cumulative Convertible
Preferred Stock shall be fully cumulative and shall accrue (whether or not
earned or declared) and shall be payable in the same manner and at such times as
provided for in this Section 3 with respect to dividends on each outstanding
share of 10% Cumulative Convertible Preferred Stock.

                      (d) All dividends paid with respect to shares of 10%
Cumulative Convertible Preferred Stock pursuant to this Section 3 shall be paid
pro rata to the holders entitled thereto. In the event that the Legally
Available Funds available for the payment of dividends shall be insufficient for
the payment of the entire amount of dividends payable at any date fixed for
payment of dividends hereunder to the holders of 10% Cumulative Convertible
Preferred Stock, such Legally Available Funds shall be allocated for the payment
of dividends with respect to the 10% Cumulative Convertible Preferred Stock
ratably in proportion to the full amount to which they would otherwise be
respectively entitled.

                      (e) Subject to the next sentence hereof, so long as any
shares of 10% Cumulative Convertible Preferred Stock are outstanding and until
all dividends have been declared and paid to the holders of shares of 10%
Cumulative


                                        6




<PAGE>



Convertible Preferred Stock in cash or all dividends that have been paid in-kind
on the 10% Cumulative Convertible Preferred Stock have been redeemed by the
Company, no dividend shall be declared, paid or set apart for payment, or other
distribution made on shares of Junior Stock of the Company, nor shall the
Company redeem, purchase or otherwise acquire or retire or make any payment on
account of, or permit any subsidiary of the Company to purchase or otherwise
acquire (or declare, pay or set aside for payment money for a sinking fund or
other similar fund for such redemption, purchase, acquisition or retirement) or
make any payment on account of, any shares of the Junior Stock of the Company
(including any warrants, rights, calls or options exercisable for or convertible
into any of such shares). The foregoing provisions of this Section 3(e) shall
not prohibit (i) the issuance of securities pursuant to any stock split, stock
dividend or other similar stock recapitalization, or (ii) the payment in-kind of
dividends declared on the 10% Cumulative Convertible Preferred Stock and any
other series or classes of Junior Stock or Parity Stock.

                      (f) The foregoing provisions of Section 3(a) shall not
prevent the payment of any dividends within 60 days after the date of
declaration thereof, if at such date of declaration such payment complied with
the provisions of this Section 3.

                  4.  Liquidation.

                      (a) In the event of any voluntary or involuntary
liquidation, winding up or dissolution of the Company, the holders of shares of
10% Cumulative Convertible Preferred Stock then outstanding shall be entitled to
be paid for each share held, out of the assets of the Company legally available
for distribution to its


                                        7




<PAGE>



stockholders, an amount in cash equal to the Liquidation Preference per share
(or a pro rata portion thereof with respect to fractional shares), and in
addition, the aggregate amount of all accrued but unpaid dividends thereon to
the date of such liquidation, winding up or dissolution, before any payment
shall be made or any assets distributed to the holders of any shares of the
Junior Stock of the Company. Except as provided in this Section 4(a), holders of
the 10% Cumulative Convertible Preferred Stock shall not be entitled to any
distribution in the event of any liquidation, winding up or dissolution of the
Company.

                      (b) If, upon any liquidation, winding up or dissolution of
the Company, the assets of the Company legally available for distribution to the
holders of the 10% Cumulative Convertible Preferred Stock shall be insufficient
to permit payment in full to such holders of the sums which such holders are
entitled to receive in such case, then all of the assets available for
distribution to the holders of the 10% Cumulative Convertible Preferred Stock
shall be distributed among and paid to the holders of 10% Cumulative Convertible
Preferred Stock ratably in proportion to the respective amounts that would be
payable to such holders if such assets were sufficient to permit payment in
full.

                      (c) For the purposes of this Section 4, neither the
voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all or part of the
property or assets of the Company nor the consolidation or merger of the Company
with one or more other corporations shall be deemed to be a liquidation, winding
up or dissolution, voluntary or involuntary, of the Company.


                                        8




<PAGE>



                  5.  Optional Redemption.

                      (a) The Company, at its option, may use (x) up to
$25,000,000 of the net proceeds of the issuance of Permitted Senior Subordinated
Debt or (y) the net proceeds from an Initial Public Offering, to the extent
permitted by the Senior Credit Agreement, to redeem, in the manner provided in
Section 5(b), shares of 10% Cumulative Convertible Preferred Stock, at the
Redemption Price, as of the date fixed by the Company for redemption thereof
(the "Optional Redemption Date").

                      (b) At least 10 days and not more than 60 days before an
Optional Redemption Date, the Company shall mail a notice of redemption (the
"Optional Redemption Notice") by first class mail, postage prepaid, to the
holders of record of shares so to be redeemed at each such holder's address as
it appears on the stock register of the Company; provided, that no failure to
give such notice nor any defect therein shall affect the validity of the
procedures for the redemption of any shares of 10% Cumulative Convertible
Preferred Stock to be redeemed except as to the holder or holders to whom the
Company has failed to give said notice or except as to the holder or holders
whose notice was defective. The Optional Redemption Notice shall state:

                           (i)   that the Company is exercising its option to
                  redeem shares of 10% Cumulative Convertible Preferred Stock;

                           (ii)  the Redemption Price;

                           (iii) the total number of shares of the 10%
                  Cumulative Convertible Preferred Stock being redeemed;


                                        9




<PAGE>



                           (iv)  the number of shares of 10% Cumulative
                  Convertible Preferred Stock held by such holder that the
                  Company intends to redeem;

                           (v)   the Optional Redemption Date;

                           (vi)  that the holder is to surrender to the Company,
                  at the place or places where certificates for shares of 10%
                  Cumulative Convertible Preferred Stock are to be surrendered
                  for redemption as provided in the Optional Redemption Notice,
                  in the manner and at the Redemption Price designated, such
                  holder's certificate or certificates representing the shares
                  of 10% Cumulative Convertible Preferred Stock to be redeemed;
                  and

                           (vii) that dividends on the shares of the 10%
                  Cumulative Convertible Preferred Stock to be redeemed shall
                  cease to accrue on such Optional Redemption Date unless the
                  Company defaults in making payment of the Redemption Price for
                  the shares called for redemption.

                      (c) The Company shall effect such redemption pro rata
according to the number of shares held by each holder of the 10% Cumulative
Convertible Preferred Stock.

                      (d) Each holder of shares of 10% Cumulative Convertible
Preferred Stock called for redemption shall surrender the certificate or
certificates representing such shares of 10% Cumulative Convertible Preferred
Stock to the Company, duly endorsed, in the manner and at the place designated
in the Optional Redemption Notice, and on the Optional Redemption Date the full
Redemption Price for such shares shall be payable in cash to the Person whose
name appears on such


                                       10




<PAGE>



certificate or certificates as the owner thereof, and each surrendered
certificate shall be canceled and retired. In the event that less than all of
the shares represented by any such certificate are redeemed, a new certificate
shall be issued by the Company, at its expense, representing the unredeemed
shares.

                      (e) Unless the Company defaults in the payment of the
Redemption Price, dividends on the shares of 10% Cumulative Convertible
Preferred Stock called for redemption shall cease to accrue on the Optional
Redemption Date, and the holders of such redeemed shares shall cease to have any
further rights as stockholders of the Company on the Optional Redemption Date,
other than the right to receive the Redemption Price. If there is any such
default in payment, then such dividends shall continue to accrue and the holders
of such shares shall continue to have all rights as stockholders of the Company
(in each case as though no such redemption or attempted redemption had been
made).

                  6.  Mandatory Redemption.

                      (a) Subject to Section 6(c), on May 22, 2009 (the
"Mandatory Redemption Date"), the Company shall redeem all of the shares of the
10% Cumulative Convertible Preferred Stock then outstanding at a price per share
equal to the Redemption Price. If the assets of the Company legally available
for the redemption of the shares of 10% Cumulative Convertible Preferred Stock
shall be insufficient to permit payment in full to such holders, then the shares
of the 10% Cumulative Convertible Preferred Stock shall be redeemed from, and
all of the assets available for the redemption shall be distributed among and
paid to, the holders of the 10% Cumulative Convertible Preferred Stock in each
case ratably in proportion to the


                                       11




<PAGE>



respective numbers of shares and amounts that would be redeemed from and payable
to such holders if such amounts were sufficient or available to permit payment
in full, and as promptly as practicable after additional amounts or assets may
become available to the Company from time to time, the Company shall use such
additional amounts or assets to effect a redemption of as many additional shares
of the 10% Cumulative Convertible Preferred Stock as legally permitted, all in
accordance with this Section 6, until such time as all of the shares of the 10%
Cumulative Convertible Preferred Stock have been fully redeemed. If and so long
as any such mandatory redemption obligations with respect to the shares of the
10% Cumulative Convertible Preferred Stock shall not be fully discharged on or
after the date such obligations arise, no dividend shall be declared, paid or
set apart for payment or other distribution on the Junior Stock of the Company,
nor shall the Company redeem, purchase or otherwise acquire or retire, or permit
any subsidiary of the Company to purchase or otherwise acquire (or declare, pay
or set apart for payment money for a sinking fund for such redemption, purchase,
acquisition or retirement), any shares of the Junior Stock of the Company
(including any warrants, rights, calls or options exercisable for or convertible
into any of such shares). The foregoing provisions of this Section 6(a) shall
not prohibit (i) the issuance of securities pursuant to any stock split, stock
dividend or other similar stock recapitalization or (ii) the payment in-kind of
dividends declared on the 10% Cumulative Convertible Preferred Stock and any
other series or classes of Junior Stock or Parity Stock.

                      (b) At least 15 days before the Mandatory Redemption Date,
the Company shall mail a notice of redemption (the "Mandatory Redemption
Notice")


                                       12




<PAGE>



by first class mail, postage prepaid, to each holder of record of shares of 10%
Cumulative Convertible Preferred Stock at such holder's address as it appears on
the stock register of the Company; provided, that no failure to give such notice
nor any defect therein shall affect the validity of the procedures for the
redemption of any shares of 10% Cumulative Convertible Preferred Stock to be
redeemed except as to the holder or holders to whom the Company has failed to
give said notice or except as to the holder or holders whose notice was
defective. The Mandatory Redemption Notice shall state:

                           (i)   the Mandatory Redemption Date;

                           (ii)  that the Company is redeeming the 10%
                  Cumulative Convertible Preferred Stock;

                           (iii) the Redemption Price;

                           (iv)  the number of shares of 10% Cumulative
                  Convertible Preferred Stock held by such holder to be redeemed
                  by the Company;

                           (v)   that the holder is to surrender to the Company,
                  at the place or places where certificates for shares of 10%
                  Cumulative Convertible Preferred Stock are to be surrendered
                  for redemption as provided in the Mandatory Redemption Notice,
                  in the manner and at the Redemption Price designated, such
                  holder's certificate or certificates representing the shares
                  of 10% Cumulative Convertible Preferred Stock held by such
                  holder; and


                                       13




<PAGE>



                           (vi)  that dividends on the shares of the 10%
                  Cumulative Convertible Preferred Stock to be redeemed shall
                  cease to accrue on such Mandatory Redemption Date unless the
                  Company defaults in making payment of the Redemption Price.

                      (c) Each holder of shares of 10% Cumulative Convertible
Preferred Stock called for redemption shall surrender the certificate or
certificates representing such shares of 10% Cumulative Convertible Preferred
Stock to the Company, duly endorsed, in the manner and at the place designated
in the Mandatory Redemption Notice, and on the Mandatory Redemption Date the
full Redemption Price for such shares shall be payable in cash to the Person
whose name appears on such certificate or certificates as the owner thereof, and
each surrendered certificate shall be canceled and retired. In the event that
less than all of the shares represented by any such certificate are redeemed, a
new certificate shall be issued by the Company, at its expense, representing the
unredeemed shares.

                      (d) Unless the Company defaults in the payment of the
Redemption Price, dividends on the shares of 10% Cumulative Convertible
Preferred Stock called for redemption shall cease to accrue on the Mandatory
Redemption Date, and the holders of such redeemed shares shall cease to have any
further rights as stockholders of the Company on the Mandatory Redemption Date,
other than the right to receive the Redemption Price. If there is any such
default in payment or failure to pay, then such dividends shall continue to
accrue and the holders of such shares shall continue to have all rights as
stockholders of the Company (in each case as though no such redemption or
attempted redemption had been made).


                                       14




<PAGE>



                 7.  Voting Rights. The holders of 10% Cumulative Convertible
Preferred Stock, except as otherwise required under Delaware law, shall not be
entitled or permitted to vote on any matter required or permitted to be voted
upon by the stockholders of the Company.

                 8.  Reissuance of 10% Cumulative Convertible Preferred Stock.
Shares of 10% Cumulative Convertible Preferred Stock that have been redeemed or
otherwise acquired by the Company shall be retired and canceled and shall resume
the status of authorized and unissued shares of Preferred Stock undesignated as
to series and may be redesignated and reissued as part of any series of
Preferred Stock.

                  9.  Conversion.

                      (a) Right To Convert. Each share of 10% Cumulative
Convertible Preferred Stock shall be convertible, at the option of the holder
thereof, into fully paid and nonassessable shares of Common at an initial
conversion price of $1,000 per share and subject to adjustment as set forth in
this Section 9 (the "Conversion Price").

                      (b) Number of shares of Common Stock Issuable upon
Conversion. The number of shares of Common Stock to be issued upon conversion of
shares of 10% Cumulative Convertible Preferred Stock shall be equal to the
product of (i) a fraction, the numerator of which is the Liquidation Preference
and the denominator of which is the Conversion Price and (ii) the number of
shares of 10% Cumulative Convertible Preferred Stock to be converted.

                      (c) Antidilution Adjustments. The Conversion Price shall
be adjusted from time to time in certain cases as follows:


                                       15




<PAGE>



                           (i)   Dividend, Subdivision, Combination or
                  Reclassification of Common Stock. If the Company shall, at any
                  time or from time to time, (1) declare a dividend on the
                  Common Stock payable in shares of its capital stock (including
                  Common Stock), (2) subdivide the outstanding Common Stock, (3)
                  combine the outstanding Common Stock into a smaller number of
                  shares, or (4) issue any shares of its capital stock in a
                  reclassification of the Common Stock (including any such
                  reclassification in connection with a consolidation or merger
                  in which the Company is the continuing corporation), then in
                  each such case, the Conversion Price in effect at the time of
                  the record date for such dividend or of the effective date of
                  such subdivision, combination or reclassification shall be
                  adjusted to that price which will permit the number of shares
                  of Common Stock into which 10% Cumulative Convertible
                  Preferred Stock may be converted to be increased or reduced in
                  the same proportion as the number of shares of Common Stock
                  are increased or reduced in connection with such dividend,
                  subdivision, combination or reclassification. Any such
                  adjustment shall become effective immediately after the record
                  date of such dividend or the effective date of such
                  subdivision, combination or reclassification. Such adjustment
                  shall be made successively whenever any event listed above
                  shall occur. In the event, if a dividend is declared, such
                  dividend is not paid, the Conversion Price shall be adjusted
                  to the Conversion Price in effect immediately prior to the
                  record date of such dividend.


                                       16




<PAGE>



                           (ii)  Issuance of Rights to Purchase Common Stock
                  Below Current Market Price or Dilution Price. If the Company
                  shall, at any time or from time to time, fix a record date for
                  the issuance of rights or warrants to all holders of its
                  Common Stock entitling them (for a period expiring within 45
                  calendar days after such record date) to subscribe for or
                  purchase shares of Common Stock (or securities convertible
                  into Common Stock) at a price per share of Common Stock (or
                  having a conversion price per share of Common Stock, if a
                  security is convertible into Common Stock) lower than (1) the
                  Current Market Price of the Common Stock on such record date,
                  or (2) the Dilution Price, then the Conversion Price shall be
                  reduced to the price determined by multiplying the Conversion
                  Price in effect immediately prior to such record date by a
                  fraction, the numerator of which shall be the number of shares
                  of Common Stock outstanding on such record date plus the
                  number of additional shares of Common Stock which the
                  aggregate offering price of the total number of shares of
                  Common Stock so to be offered (or the aggregate initial
                  conversion price of the convertible securities so to be
                  offered) would purchase at the Applicable Price, and the
                  denominator of which shall be the number of shares of Common
                  Stock outstanding on such record date plus the number of
                  additional shares of Common Stock to be offered for
                  subscription or purchase (or into which the convertible
                  securities so to be offered are initially convertible). Any
                  such adjustment shall become effective immediately after the
                  record date for such rights or warrants. Such adjustment shall
                  be made successively when such a record date is fixed. If such
                  rights or


                                       17




<PAGE>



                  warrants are not issued to the holders of Common Stock, the
                  Conversion Price shall be adjusted to the Conversion Price in
                  effect immediately prior to such record date.

                           (iii) Certain Distributions. If the Company shall fix
                  a record date for the distribution to all holders of Common
                  Stock (including any such distribution made in connection with
                  a consolidation or merger in which the Company is the
                  continuing corporation) of evidences of indebtedness, assets
                  or other property (other than regularly scheduled cash
                  dividends or cash distributions payable out of consolidated
                  earnings or earned surplus or dividends payable in capital
                  stock) or subscription rights or warrants (excluding those
                  referred to in paragraph (ii) of this Section 9(c)), then the
                  Conversion Price shall be reduced to the price determined by
                  multiplying the Conversion Price in effect immediately prior
                  to such record date by a fraction, the numerator of which
                  shall be the Current Market Price per share of Common Stock on
                  such record date (or, if an ex-dividend date has been
                  established for such record date, on the next day preceding
                  such ex-dividend date), less the fair market value (as
                  determined in good faith by the Board of Directors of the
                  Company) of the portion of the assets, evidences of
                  indebtedness or other property so to be distributed or of such
                  subscription rights or warrants applicable to one share of
                  Common Stock and the denominator of which shall be such
                  Current Market Price. Such adjustment shall be made
                  successively whenever such a record date is fixed. Any such
                  adjustment shall become effective immediately after the record
                  date for such


                                       18




<PAGE>



                  distribution. In the event that such distribution is not so
                  made, the Conversion Price shall be adjusted to be the
                  Conversion Price in effect immediately prior to such record
                  date.

                           (iv)  Issuance of Common Stock Below Current Market
                  Price or Dilution Price. If the Company shall, at any time or
                  from time to time, directly or indirectly, sell or issue
                  shares of Common Stock (regardless of whether originally
                  issued or from the Company's treasury), or rights, options,
                  warrants or convertible or exchangeable securities containing
                  the right to subscribe for or purchase shares of Common Stock
                  (excluding shares issued (1) in any of the transactions
                  described in Section 9(c)(i), (ii) or (iii), (2) upon the
                  exercise or conversion of options or any other securities
                  convertible into or exchangeable for shares of Common Stock
                  outstanding on May 22, 1997 and (3) to the Company's employees
                  under bona fide employee benefit plans approved or adopted by
                  the Company's Board of Directors, if such shares would
                  otherwise be included in this Section 9(c)(iv)) at a price per
                  share of Common Stock (determined, in the case of rights,
                  options, warrants or convertible or exchangeable securities,
                  by dividing (x) the total amount received or receivable by the
                  Company in consideration of the sale or issuance of such
                  rights, options, warrants or convertible or exchangeable
                  securities, plus the total consideration payable to the
                  Company upon exercise or conversion or exchange thereof, by
                  (y) the total number of shares of Common Stock covered by such
                  rights, options, warrants or convertible or exchangeable
                  securities) lower than (A) the Current Market Price of the
                  Common Stock


                                       19




<PAGE>



                  immediately prior to such sale or issuance, or (B) the
                  Dilution Price, then the Conversion Price shall be reduced to
                  a price determined by multiplying the Conversion Price in
                  effect immediately prior thereto by a fraction, the numerator
                  of which shall be the sum of the number of shares of Common
                  Stock outstanding immediately prior to such sale or issuance
                  plus the number of shares of Common Stock which the aggregate
                  consideration received (determined as provided below) for such
                  sale or issuance would purchase at the Applicable Price and
                  the denominator of which shall be the total number of shares
                  of Common Stock outstanding immediately after such sale or
                  issuance. Such adjustment shall be made successively whenever
                  such sale or issuance is made. For the purposes of such
                  adjustments, the shares of Common Stock which the holder of
                  any such rights, options, warrants, or convertible or
                  exchangeable securities shall be entitled to subscribe for or
                  purchase shall be deemed to be issued and outstanding as of
                  the date of such sale or issuance and the consideration
                  received by the Company therefor shall be deemed to be the
                  consideration received by the Company (plus any underwriting
                  discounts or commissions in connection therewith) for such
                  rights, options, warrants or convertible or exchangeable
                  securities, plus the consideration stated in such rights,
                  options, warrants or convertible or exchangeable securities to
                  be paid for the shares of Common Stock covered thereby. If the
                  Company shall sell or issue shares of Common Stock for a
                  consideration consisting, in whole or in part, of property
                  other than cash or its equivalent, then in determining the
                  "price per share of Common Stock" and the "consideration
                  received by the


                                       20




<PAGE>



                  Company" for purposes of the first sentence and the
                  immediately preceding sentence of this Section 9(c)(iv), the
                  fair value of such property shall be determined in good faith
                  by the Board of Directors of the Company. The determination of
                  whether any adjustment is required under this Section
                  9(c)(iv), by reason of the sale and issuance of rights,
                  options, warrants or convertible or exchangeable securities
                  and the amount of such adjustment, if any, shall be made only
                  at the time of such issuance or sale and not at the subsequent
                  time of issuance or sale of Common Stock upon the exercise of
                  such rights to subscribe or purchase.

                           (v)   Determination of Current Market Price. For the
                  purpose of any computation under clauses (ii), (iii) and (iv)
                  of this Section 9(c), the Current Market Price of the Common
                  Stock, on any date shall be deemed to be the average of the
                  daily Closing Prices per share of such Common Stock for the 10
                  consecutive trading days commencing 15 days before the day in
                  question. If on any such date the shares of such Common Stock
                  are not listed or admitted for trading on any national
                  securities exchange and not quoted on NASDAQ or any similar
                  service, the Current Market Price for such shares shall be the
                  fair market value as determined in good faith by the Board of
                  Directors of the Company.

                           (vi)  De Minimus Adjustments. No adjustment of the
                  Conversion Price shall be made if the amount of such
                  adjustment would result in a change in the Conversion Price
                  per share of less than $.02, but in such case any adjustment
                  that would otherwise be required then to be made shall be


                                       21




<PAGE>



                  carried forward and shall be made at the time of and together
                  with the next subsequent adjustment, which together with any
                  so carried forward, would result in a change in the Conversion
                  Price in excess of $.05 per share. If the Company shall, at
                  any time or from time to time, issue Common Stock by way of
                  dividends on any stock of the Company or subdivide or combine
                  the outstanding shares of the Common Stock, such amount of
                  $.02 (as theretofore increased or decreased, if such amount
                  shall have been adjusted in accordance with the provisions of
                  this clause) shall forthwith be proportionately increased in
                  the case of a combination or decreased in the case of a
                  subdivision or stock dividend so as appropriately to reflect
                  the same. Notwithstanding the provisions of the first sentence
                  of this Section 9(c)(vi), any adjustment postponed pursuant to
                  this Section 9(c)(vi) shall be made no later than three years
                  from the date of the transaction that would, but for the
                  provisions of the first sentence of this Section 9(c)(vi),
                  have required such adjustment.

                           (vii) Fractional Shares. No fractional shares of
                  Common Stock shall be issued on any conversion, but in lieu
                  thereof, the Company shall pay therefor cash in an amount
                  equal to the greater of the Current Market Price and the
                  Purchase Price of such fractional interest.

                      (d) Reorganization, Reclassification and Merger
Adjustment. If there occurs any capital reorganization or any reclassification
of the Common Stock of the Company, the consolidation or merger of the Company
with or into another corporation (other than a merger or consolidation of the
Company in which the Company is the continuing corporation and which does not
result in any


                                       22




<PAGE>



reclassification or change of outstanding shares of its Common Stock) or the
sale or conveyance of all or substantially all of the assets of the Company to
another corporation, then each share of 10% Cumulative Convertible Preferred
Stock shall thereafter be convertible into the same kind and amounts of
securities (including shares of stock) or other assets, or both, which were
issuable or distributable to the holders of outstanding Common Stock of the
Company upon such reorganization, reclassification, consolidation, merger, sale
or conveyance, in respect of that number of shares of Common Stock into which
such share of 10% Cumulative Convertible Preferred Stock might have been
converted immediately prior to such reorganization, reclassification,
consolidation, merger, sale or conveyance; and, in any such case, appropriate
adjustments (as determined in good faith by the Board of Directors of the
Company) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holders of the 10%
Cumulative Convertible Preferred Stock to the end that the provisions set forth
herein (including provisions with respect to changes in, and other adjustments
of, the Conversion Price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or other assets thereafter
deliverable upon the conversion of the 10% Cumulative Convertible Preferred
Stock.

                      (e) Mechanics of Conversion. The option to convert shall
be exercised by surrendering for such purpose to the Company, at any place where
the Company shall maintain a transfer agent for its Common Stock and 10%
Cumulative Convertible Preferred Stock, certificates representing the shares to
be converted, duly endorsed in blank or accompanied by proper instruments of
transfer,


                                       23




<PAGE>



and at the time of such surrender, the Person exercising such option to convert
shall be deemed to be the holder of record of the Common Stock, issuable on such
conversion, notwithstanding that the share register of the Company shall then be
closed or that the certificates representing such Common Stock shall not then be
actually delivered to such person.

                      (f) Statement of Adjustment. Whenever the Conversion Price
or the securities or other property deliverable upon the conversion of the 10%
Cumulative Convertible Preferred Stock shall be adjusted pursuant to the
provisions hereof, the Company shall forthwith file, at its principal executive
office and with any transfer agent or agents for the 10% Cumulative Convertible
Preferred Stock and the Common Stock, a statement, signed by the Chairman of the
Board, President or one of the Vice Presidents of the Company, and by its Chief
Financial Officer, its Treasurer or one of its Assistant Treasurers, stating the
adjusted Conversion Price or the securities or other property deliverable per
share of 10% Cumulative Convertible Preferred Stock calculated to the nearest
cent or to the nearest one one-hundredth of a share and setting forth in
reasonable detail the method of calculation and the facts requiring such
adjustment and upon which such calculation is based. Each adjustment shall
remain in effect until a subsequent adjustment hereunder is required.

                      (g) Reservation of Common Stock. The Company shall at all
times reserve and keep available for issuance upon the conversion of the shares
of 10% Cumulative Convertible Preferred Stock, the maximum number of its
authorized but unissued shares of Common Stock as is reasonably anticipated to
be sufficient to permit the conversion of all outstanding shares of 10%
Cumulative Convertible


                                       24




<PAGE>



Preferred Stock, and shall take all action required to increase the authorized
number of shares of Common Stock if at any time there shall be insufficient
authorized but unissued shares of Common Stock to permit such reservation or to
permit the conversion of all outstanding shares of 10% Cumulative Convertible
Preferred Stock.

                      (h) No Conversion Charge or Tax. The issuance and
delivery of certificates for shares of Common Stock upon the conversion of
shares of 10% Cumulative Convertible Preferred Stock shall be made without
charge to the holder of shares of 10% Cumulative Convertible Preferred Stock for
such certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby.

                  10. Business Day. If any payment or redemption shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment or redemption shall be made on the immediately succeeding Business
Day.


                                   ARTICLE II.

                                   Definitions

                  As used in this Certificate of Designation, the following
terms shall have the following meanings (with terms defined in the singular
having comparable meanings when used in the plural and vice versa), unless the
context otherwise requires:

                  "Applicable Price" means the higher of (a) the Current Market
Price per share of Common Stock on the applicable record or other relevant date
and (b) the Dilution Price.


                                       25




<PAGE>



                  "Business Day" means any day except a Saturday, a Sunday or
any day on which banking institutions in New York, New York are required or
authorized by law or other governmental action to be closed.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting or non-voting) of, such Person's capital stock and
any and all rights, warrants or options exchangeable for or convertible into
such capital stock (but excluding any debt security that is exchangeable for or
convertible into such capital stock).

                  "Closing Price" shall mean, with respect to each share of
Common Stock, for any day, (a) the last reported sale price regular way or, in
case no such sale takes place on such day, the average of the closing bid and
asking price regular way, in either case as reported on the principal national
securities exchange on which such Common Stock is listed or admitted for trading
(b) if such Common Stock is not listed or admitted for trading on any national
securities exchange, the last reported sale price or, in case no such sale takes
place on such day, the average of the highest reported bid and the lowest
reported asked quotation for such Common Stock, in either case as reported on
the Automatic Quotation System of NASDAQ or a similar service if NASDAQ is no
longer reporting such information or (c) if such Common Stock is not quoted on
NASDAQ or a similar service, the fair market value of the Common Stock as
determined in good faith by the Board of Directors of the Company.


                                       26




<PAGE>



                  "Common Stock" means the common stock, par value $1.00 per
share, of the Company.

                  "Company" means Triarc Beverage Holdings Corp., a Delaware
corporation, and its successors.

                  "Conversion Price" has the meaning assigned to such term in
Section 9(a).

                  "Current Market Price" shall be determined in accordance with
Section 9(c)(v).

                  "Dilution Price" shall mean, with respect to each share of 10%
Cumulative Convertible Preferred Stock, $1,000, subject to appropriate
adjustment for events described in Section 9(c)(i).

                  "Dividend Payment Date" means May 31 and November 30 of each
year, commencing November 30, 1997.

                  "Initial Public Offering" has the meaning set forth in the
Senior Credit Agreement.

                  "Junior Stock" shall mean and include the Common Stock and any
other Capital Stock of the Company which, pursuant to the terms thereof in the
case of any Capital Stock that is not Common Stock, is junior to the 10%
Cumulative Convertible Preferred Stock as to the payment of dividends,
distributions upon dissolution, liquidation, winding up, and redemption.

                  "Liquidation Preference" means, with respect to a share of 10%
Cumulative Convertible Preferred Stock, the sum of $1,000.


                                       27




<PAGE>



                  "NASDAQ" shall mean the National Association of Securities
Dealers, Inc.

                  "Parity Stock" shall mean and include any Capital Stock of the
Company which ranks on parity with 10% Cumulative Convertible Preferred Stock as
to the payment of dividends, distributions, upon dissolution, liquidation,
winding up and redemption.

                  "Permitted Senior Subordinated Debt" has the meaning set forth
in the Senior Credit Agreement.

                  "Person" means any individual, corporation, limited liability
company, partnership, firm, joint venture, association, joint-stock company,
trust, estate, unincorporated organization, governmental or regulatory body or
other entity.

                  "Redemption Price" means the Liquidation Preference of the 10%
Cumulative Convertible Preferred Stock, together with an amount in cash equal to
all accrued but unpaid dividends thereon.

                  "Senior Credit Agreement" means that certain Credit Agreement,
dated as of May 22, 1997, among the Company, Mistic Brands, Inc., Snapple
Beverage Corp., the Senior Creditors and DLJ Capital Funding, Inc. as
Syndication Agent, and Morgan Stanley Senior Funding, Inc., as the Documentation
Agent, as amended, modified, supplemented, renewed, and restated from time to
time, including any other agreement or agreements relating to any refunding or
refinancing of the indebtedness thereunder, whether or not with the same
lenders.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       28




<PAGE>



                  IN WITNESS WHEREOF, Triarc Beverage Holdings Corp. has caused
this Certificate to be duly executed by its duly authorized officers this 22 day
of May, 1997.

                                        TRIARC BEVERAGE HOLDINGS CORP.


                                        By:  /s/ STUART I. ROSEN
                                            --------------------------------
                                            Name:  Stuart I. Rosen
                                                   Secretary


ATTEST:


By:  /s/ STUART I. ROSEN
--------------------------------
Name:  Mary C. Wade
Title: Assistant Secretary


                                       29




<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                      TRIARC BEVERAGE HOLDINGS CORPORATION

                        ---------------------------------

                         (Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware)


         Triarc Beverage Holdings Corp., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), does hereby certify
as follows:

                  1. The name of the Corporation is Triarc Beverage Holdings
Corp.

                  2. The date of filing of the Certificate of Incorporation of
the Corporation with the Secretary of State was April 30, 1997.

                  3. This Certificate or Amendment amends the Certificate of
Incorporation, as now in effect, to increase its authorized capital stock.

                  4. Article 4 of the Certificate of Incorporation is hereby
amended to read in its entirety as follows:

                           The total number of shares of capital stock which the
                  Corporation shall have authority to issue is two million four
                  hundred thousand (2,400,000), of which two million (2,000,000)
                  shall be Common Stock, par value $1.00 per share (the "Common
                  Stock") and four hundred thousand (400,000) shall be Preferred
                  Stock, par value $1.00 per share (the "Preferred Stock").

                           The shares of Preferred Stock may be issued from time
                  to time in one or more series of any number of shares,
                  provided that the aggregate number of shares issued and not
                  cancelled of any and all such series shall not exceed the
                  total number of shares of Preferred Stock




<PAGE>



                  hereinabove authorized, and with distinctive serial
                  designations, all as shall hereafter be stated and expressed
                  in the resolution or resolutions providing for the issue of
                  such shares of Preferred Stock from time to time adopted by
                  the Board of Directors pursuant to authority so to do which is
                  hereby vested in the Board of Directors. Each series of shares
                  of Preferred Stock may have such voting powers, full or
                  limited, or no voting powers, and such designations,
                  preferences and relative, participating, optional or other
                  special rights, and qualifications, limitations or
                  restrictions thereof, as shall be stated in said resolutions
                  providing for the issue of such shares of Preferred Stock.

                  5. Such amendment was duly adopted in accordance with of
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of
Incorporation of the Corporation this 20th day of August, 1997.


                                    TRIARC BEVERAGE HOLDINGS CORP.


                                    By:   /s/ FRANCIS T. MCCARRON
                                        --------------------------------
                                        Name: Francis T. McCarron
                                        Title: Senior Vice President-Taxes



                                    By:   /s/ THOMAS E. SCHULTZ
                                        --------------------------------
                                        Name: Thomas E. Schultz
                                        Title: Senior Vice President & Treasurer


                                        2




<PAGE>



                            CERTIFICATE OF AMENDMENT

                                       OF

                           CERTIFICATE OF DESIGNATION
                                     OF THE

                   10% CUMULATIVE CONVERTIBLE PREFERRED STOCK

                                       OF
                         TRIARC BEVERAGE HOLDINGS CORP.

                      ------------------------------------

                         (Pursuant to Section 242 of the
                General Corporation Law of the State of Delaware)


                  Triarc Beverage Holdings Corp., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), does
hereby certify as follows:

                  1. The name of the Corporation is Triarc Beverage Holdings
Corp.

                  2. The date of filing of the Certificate of Incorporation of
the Corporation with the Secretary of State was April 30, 1997, and the date of
filing of the Certificate of Designation with the Secretary of State was May 22,
1997.

                  3. This Certificate of Amendment amends the Certificate of
Designation, as now in effect, to increase the annual dividend, and to change
each of the Conversion Price, Dilution Price and Liquidation Preference (each as
defined in the Certificate of Designation).




<PAGE>



                  4. Section 3(a) of Article I of the Certificate of Designation
is hereby amended to read in its entirety as follows:

                           Beginning on the date of issuance of the 10%
                  Cumulative Convertible Preferred Stock, the Company shall pay,
                  when, as and if declared by the Board of Directors of the
                  Company, out of funds legally available therefor (the "Legally
                  Available Funds"), dividends at the annual rate of (x) $10,000
                  per share of 10% Cumulative Convertible Preferred Stock if
                  paid in cash or (y) 0.10 shares of 10% Cumulative Convertible
                  Preferred Stock per share of 10% Cumulative Convertible
                  Preferred Stock, if paid in additional shares of 10%
                  Cumulative Convertible Preferred Stock. The payment of
                  dividends in cash or by the issuance of additional shares of
                  10% Cumulative Convertible Preferred Stock shall be at the
                  option of the Company; provided, that, notwithstanding the
                  foregoing, if on any Dividend Payment Date the Company is not
                  permitted to pay all or a portion of such dividends in cash
                  under the Senior Credit Agreement, then, with respect to such
                  Dividend Payment Date the Company shall, to the extent
                  permitted by the Senior Credit Agreement, pay such portion of
                  such dividends in cash that it is permitted to pay and shall
                  pay the remainder of such dividends through the issuance of
                  additional fully paid and nonassessable shares of 10%
                  Cumulative Convertible Preferred Stock at a rate of 0.10 of a
                  share in respect of each $10,000 of such dividends not paid in
                  cash. Such dividends shall be payable in equal semi-annual
                  payments (as nearly as practicable) for such full semi-annual
                  dividend period. Such dividends shall be fully cumulative, to
                  the extent not paid, and shall accrue (whether or not earned
                  or declared) on a daily basis and compounding annually until
                  such time as such dividends are declared by the Board of
                  Directors of the Company and paid. Dividends shall be payable
                  from the date of original issuance of shares of 10% Cumulative
                  Convertible Preferred Stock and shall be payable out of
                  Legally Available Funds when, as and if declared by the Board
                  of Directors on each Dividend Payment Date with respect to the
                  period ending on the day immediately preceding such date. In
                  computing the amount of dividends accrued in respect of a
                  fractional year, such amount shall be computed on the basis of
                  a 360-day year consisting of twelve 30-day months.

                  5. Section 9(a) of Article I of the Certificate of Designation
is hereby amended to read in its entirety as follows:


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<PAGE>



                           Right To Convert. Each share of 10% Cumulative
                  Convertible Preferred Stock shall be convertible, at the
                  option of the holder thereof, into fully paid and
                  nonassessable shares of Common Stock at an initial conversion
                  price of $100,000 per share and subject to adjustment as set
                  forth in this Section 9 (the "Conversion Price").

                  6. The definition of "Dilution Price" in Article II of the
Certificate of Designation is hereby amended to read in its entirety as follows:

                           "Dilution Price" shall mean, with respect to each
                  share of 10% Cumulative Convertible Preferred Stock, $100,000,
                  subject to appropriate adjustment for events described in
                  Section 9(c)(i).

                  7. The definition of "Liquidation Preference" in Article II of
the Certificate of Designation is hereby amended to read in its entirety as
follows:

                           "Liquidation Preference" means, with respect to a
                  share of 10% Cumulative Convertible Preferred Stock, the sum
                  of $100,000.

                  8. Such amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


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<PAGE>



                  IN WITNESS WHEREOF, the Corporation has authorized the
undersigned to execute this Certificate of Amendment of the Certificate of
Incorporation of the Corporation this 20th day of August, 1997.


                                  TRIARC BEVERAGE HOLDINGS CORP.


                                  By:   /s/ FRANCIS T. MCCARRON
                                      ------------------------------------------
                                      Name:  Francis T. McCarron
                                      Title: Senior Vice President


                                  By:   /s/ THOMAS E. SCHULTZ
                                      ------------------------------------------
                                      Name:  Thomas E. Schultz
                                      Title: Vice President & Treasurer


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