
<PAGE>

                       TRIARC CONSUMER PRODUCTS GROUP, LLC
                         TRIARC BEVERAGE HOLDINGS CORP.

                              LETTER OF TRANSMITTAL

                          To Tender for Exchange their
                   10 1/4% Senior Subordinated Notes due 2009

            THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
                TIME, ON , 1999, UNLESS EXTENDED (THE "EXPIRATION
           DATE"). TENDERS OF INITIAL NOTES MAY BE WITHDRAWN PRIOR TO
             5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

               Delivery to: The Bank of New York, Exchange Agent


<TABLE>
<S>                                 <C>                                  <C>
By Registered or Certified Mail:         By Facsimile in New York:          By Overnight Courier or Hand:
     The Bank of New York             (for Eligible Institutions only)           The Bank of New York
  101 Barclay Street-Floor 7E                (212) 815-6339                     101 Barclay Street
   New York, New York 10286                                               Corporate Trust Service Window
    Attention:  [_______]                      Confirm by Telephone:                Ground Floor
                                            (212) 815- [_______]             New York, New York 10286
                                                                               Attention: [_______]
</TABLE>

         DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

         PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.

         The undersigned acknowledges that he or she has received and reviewed
the Prospectus, dated           , 1999 (the "Prospectus"), of Triarc Consumer
Products Group, LLC, a Delaware limited liability company (the "Company"), and
Triarc Beverage Holdings Corp. (together with the Company, the "Issuers"), and
this Letter of Transmittal (the "Letter"), which together constitute the
Issuers' offer (the "Exchange Offer") to exchange $300,000,000 in aggregate
principal amount of their 10 1/4% Senior Subordinated Notes due 2009 (the
"Exchange Notes"), for a like principal amount of their outstanding 10 1/4%
Senior Subordinated Notes due 2009 (the "Initial Notes") that were issued and
sold in reliance upon





<PAGE>


                                                                               2


an exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act").

         For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Initial Note.

         This Letter is to be completed by a holder of Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Initial Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer-Procedures for Tendering Initial Notes-Book-Entry Delivery
Procedure" section of the Prospectus and an Agent's Message (as defined herein)
is not delivered. Delivery of this Letter and any other required documents
should be made to the Exchange Agent. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.

         Holders of Initial Notes whose certificates are not immediately
available, or who are unable to deliver their certificates (or cannot obtain a
confirmation of the book-entry tender of their Initial Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") on a timely basis) and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Initial Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offer-Procedures for Tendering Initial Notes-Guaranteed Delivery
Procedure" section of the Prospectus. See Instruction 1.

         The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.

         THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS
AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.






<PAGE>


                                                                               3


         List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed to this
Letter.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                          DESCRIPTION OF INITIAL NOTES
                               (SEE INSTRUCTION 2)
---------------------------------------------------------------------------------------------------------------------------
                                                                                            AGGREGATE
                                                                                            PRINCIPAL         PRINCIPAL
           NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                                   AMOUNT             AMOUNT
            EXACTLY AS NAME(S) APPEAR(S) ON INITIAL NOTES                CERTIFICATE       REPRESENTED       TENDERED (IF
                     (PLEASE FILL IN, IF BLANK)                          NUMBER(S)*      BY CERTIFICATE    LESS THAN ALL)**
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>               <C>

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

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

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

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

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

                                                                          -------------------------------------------------
                                                                             TOTAL
---------------------------------------------------------------------------------------------------------------------------
 *  NEED NOT BE COMPLETED IF INITIAL NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER.

**  UNLESS OTHERWISE INDICATED IN THIS COLUMN, THE HOLDER WILL BE DEEMED TO HAVE
    TENDERED THE FULL AGGREGATE PRINCIPAL AMOUNT REPRESENTED BY SUCH INITIAL
    NOTES. SEE INSTRUCTION 2. INITIAL NOTES TENDERED HEREBY MUST BE IN INTEGRAL
    MULTIPLES OF $1,000. SEE INSTRUCTION 1.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ]      CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
         TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
         BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

         Name of Tendering Institution:_________________________________________

         Account Number:____________________ Transaction Code Number:___________

         By crediting Initial Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of
Initial Notes acknowledges and agrees to be bound by the terms of this Letter,
the participant in ATOP confirms on behalf of itself and the beneficial owners
of such Initial Notes all provisions of this Letter applicable to it and such
beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.






<PAGE>


                                                                               4



[ ]      CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT
         TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

         Name(s) of Registered Holder(s): _____________________________________
         Window Ticket Number (if any): _______________________________________

         Date of Execution of Notice of Guaranteed Delivery:___________________

         Name of Eligible Institution that Guaranteed Delivery:________________

         IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

         Account Number:___________________  Transaction Code Number:__________

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER.

[ ]      CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
         PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

         Name: ________________________________________________________________

         Address:______________________________________________________________

                 ______________________________________________________________






<PAGE>


                                                                               5


               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

         Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Initial Notes as are being tendered
hereby.

                  The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as the agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as the agent of the Issuers in
connection with the Exchange Offer) with respect to the tendered Initial Notes
with full power of substitution to (i) deliver such Initial Notes, or transfer
ownership of such Initial Notes on the account books maintained by the
Book-Entry Transfer Facility, to the Issuers and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Initial Notes for
transfer on the books of the Issuers and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Initial Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Issuers will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuers.

         The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Initial Notes from the Issuers to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the




<PAGE>

                                                                               6


distribution of the Exchange Notes. The undersigned acknowledges that the
Issuers do not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. The undersigned
acknowledges that any holder that is an affiliate of the Issuers, or is
participating in or intends to participate in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, (i) cannot rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

         The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuers or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

         If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaging in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

         The undersigned also warrants that acceptance of any tendered Initial
Notes by the Issuers and the issuance of Exchange Notes in exchange therefor
shall constitute performance in full by the Issuers of certain of their
obligations under the Registration Rights Agreement.

         The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Initial Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and
shall survive, the death or




<PAGE>


                                                                               7


incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in this Letter.

         The undersigned understands that tenders of the Initial Notes pursuant
to any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Issuers in
accordance with the terms and subject to the conditions of the Exchange Offer.

         The undersigned recognizes that, under certain circumstances set forth
in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer"
the Issuers may not be required to accept for exchange any of the Initial Notes
tendered. Initial Notes not accepted for exchange or withdrawn will be returned
to the undersigned at the address set forth below unless otherwise indicated
under "Special Delivery Instructions" below.

         Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial Notes, please credit the account indicated above maintained
at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Issuers have no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Issuers do not accept for exchange any of the Initial Notes so tendered for
exchange.

         THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
INITIAL NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH INITIAL NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND
DELIVER THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR
PURPOSES OF THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH
BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS.

         THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER
TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET
FORTH IN SUCH BOX ABOVE.





<PAGE>


                                                                               8


                          SPECIAL ISSUANCE INSTRUCTIONS
                          (See Instructions 3, 4 and 5)

         To be completed ONLY if certificates for Initial Notes not tendered or
not accepted for Exchange Notes issued in exchange for Initial Notes accepted
for exchange, are to be issued in the name of and sent to someone other than the
undersigned, or if Initial Notes delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to an account maintained at
the Book-Entry Transfer Facility other than the account indicated above.

Issue (certificates) to:

Name(s):_______________________________________
                (PLEASE TYPE OR PRINT)

-----------------------------------------------
                (PLEASE TYPE OR PRINT)

Address:  _______________________________________

  -----------------------------------------------
                  (INCLUDE ZIP CODE)

-----------------------------------------------
  (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

            (COMPLETE SUBSTITUTE FORM W-9)



[ ] Credit unexchanged Initial Notes delivered by book-entry transfer to the
    Book-Entry Transfer Facility account set forth below.

    -------------------------------------------
             (BOOK-ENTRY TRANSFER FACILITY
            ACCOUNT NUMBER, IF APPLICABLE)





                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 3, 4 and 5)


         To be completed ONLY if certificates for Initial Notes not exchange, or
tendered or not accepted for exchange, or Exchange Notes issued in exchange for
Initial Notes accepted for exchange, are to be sent to someone other than the
undersigned or to the undersigned at an address other than shown in the box
entitled "Description of Initial Notes" above.


Mail to:

Name(s):_______________________________________
                 (PLEASE TYPE OR PRINT)

-----------------------------------------------
                 (PLEASE TYPE OR PRINT)

Address:  _______________________________________

------------------------------------------------
                 (INCLUDE ZIP CODE)

------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER

        (COMPLETE SUBSTITUTE FORM W-9)


IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF BOOK-
ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                  PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.





<PAGE>


                                                                              9

                                PLEASE SIGN HERE

            (TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
               INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)

     (Please Also Complete and Return the Accompanying Substitute Form W-9)

x_____________________________________________  __________________________, 1999

x_____________________________________________  __________________________, 1999
           Signature(s) of Owner(s)                          Date


   AREA CODE AND TELEPHONE NUMBER:______________________________________________

   IF A HOLDER IS TENDERING ANY INITIAL NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE INITIAL NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF INITIAL
NOTES BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY
COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE
TRANSMITTED WITH THIS LETTER. IF INITIAL NOTES TO WHICH THIS LETTER RELATES ARE
HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN
THIS LETTER. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN
SUCH PERSON MUST (I) SET FORTH HIS OR HER FULL TITLE BELOW AND (II) UNLESS
WAIVED BY THE ISSUERS, SUBMIT EVIDENCE SATISFACTORY TO THE ISSUERS OF SUCH
PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 3.

NAME(S):________________________________________________________________________
                                (Please Type or Print)

--------------------------------------------------------------------------------
                                 (Please Type or Print)

CAPACITY: ______________________________________________________________________

ADDRESS:  ______________________________________________________________________

--------------------------------------------------------------------------------
                                 (Including Zip Code)


                 SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
                         (If required by Instruction 3)

SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION:  ______________________________________________________
                                            (Authorized Signature)

--------------------------------------------------------------------------------
                                 (Title)

--------------------------------------------------------------------------------
                               (Name of Firm)

--------------------------------------------------------------------------------
                          (Address, Include Zip Code)

--------------------------------------------------------------------------------
                        (Area Code and Telephone Number)

DATED:_________________________, 1999




<PAGE>


                                                                              10


                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER


1.    DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.

      This Letter is to be completed by noteholders either if certificates
are to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Book-Entry Transfer" section of
the Prospectus and an Agent's Message is not delivered. Certificates for all
physically tendered Initial Notes, or Book-Entry Confirmation, as the case may
be, as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
5:00 p.m., New York City time, on the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Initial
Notes tendered hereby must be in denominations of principal amount that are
integral multiples of $1,000. The term "Agent's Message" means a message,
transmitted by The Depository Trust Company and received by the Exchange Agent
and forming a part of the Book-Entry Confirmation, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from a
participant tendering Initial Notes which are subject to the Book-Entry
Confirmation and that such participant has received and agrees to be bound by
this Letter and that the Issuers may enforce this Letter against such
participant.

      Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Initial
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure"
section of the Prospectus. Pursuant to such procedures,

         (i)    such tender must be made through an Eligible Institution (as
                defined in Instruction 3 below),

         (ii)   on or prior to the Expiration Date, the Exchange Agent must
                receive from such Eligible Institution a properly completed and
                duly executed Letter (or a facsimile thereof or an Agent's
                Message in lieu hereof) and Notice of Guaranteed Delivery,
                substantially in the form provided by the Issuers (by telegram,
                telex, facsimile transmission, mail or hand delivery), setting
                forth the name and address of the holder of Initial Notes and
                the amount of Initial Notes tendered, stating that the tender is
                being made thereby and guaranteeing




                                                                              11


<PAGE>


                that within three New York Stock Exchange ("NYSE") trading days
                after the date of execution of the Notice of Guaranteed
                Delivery, the certificates for all physically tendered Initial
                Notes, or a Book-Entry Confirmation, and any other documents
                required by the Letter will be deposited by the Eligible
                Institution with the Exchange Agent, and

         (iii)  the certificates for all physically tendered Initial Notes, in
                proper form for transfer, or Book-Entry Confirmation, as the
                case may be, and all other documents required by this Letter,
                are received by the Exchange Agent within three NYSE trading
                days after the date of execution of the Notice of Guaranteed
                Delivery.

         The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.

         See "The Exchange Offer" section of the Prospectus.

2.       PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
         TRANSFER).

         Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Initial Notes is
tendered, the tendering holder(s) should fill in the principal amount of Initial
Notes to be tendered in the box above entitled "Description of Initial Notes."
The entire principal amount of the Initial Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, then Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes issued in
exchange for any Initial Notes accepted will be sent to the holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Initial Notes are accepted for exchange.

3.       SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
         SIGNATURES.

         If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.





<PAGE>


                                                                              12

         If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.

         If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.

         If any tendered Initial Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.

         When this Letter is signed by the registered holder or holders of the
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.

         If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

         If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
evidence satisfactory to the Issuers of their authority to so act must be
submitted with the Letter.

         Endorsements on certificates for Initial Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").

         Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Initial Notes are tendered: (i) by a registered holder of
Initial Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Initial Notes) who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.




<PAGE>


                                                                              13

4.       SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

         Tendering holders of Initial Notes should indicate, in the applicable
box or boxes, the name and address (or account at the Book-Entry Transfer
Facility) to which Exchange Notes issued pursuant to the Exchange Offer, or
substitute Initial Notes not tendered or accepted for exchange, are to be issued
or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer identification
or social security number of the person named must also be indicated. Holders
tendering Initial Notes by book-entry transfer may request that Initial Notes
not exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Initial Notes not exchanged will be returned to the name or address
of the person signing this Letter.

5.       TAX IDENTIFICATION NUMBER.

         Under the federal income tax laws, payments that may be made by the
Issuers on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering holder should complete and sign the
Substitute Form W-9 included in this Letter and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (i) the holder has not been notified
by the Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Issuers (or
the Paying Agent under the Indenture governing the Exchange Notes) shall retain
31% of payments made to the tendering holder during the sixty (60) day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent or the Issuers with his or her TIN within sixty (60) days after
the date of the Substitute Form W-9, the Issuers (or the Paying Agent) shall
remit such amounts retained during the sixty (60) day period to the holder and
no further amounts shall be retained or withheld from payments made to the
holder thereafter. If, however, the holder has not provided the Exchange Agent
or the Issuers with his or her TIN within such sixty (60) day period, the
Issuers (or the Paying Agent) shall remit such previously retained amounts to
the IRS as backup withholding. In general, if a holder is an individual, the
taxpayer identification number is the Social Security number of such individual.
If the Exchange Agent or the Issuer is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty imposed by the
IRS. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury,




<PAGE>


                                                                              14


attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Initial Notes are registered in more than one name),
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (the "W-9 Guidelines").

         Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Issuers (or
the Paying Agent) to withhold 31% of the amount of any payments made on account
of the Exchange Notes. Backup withholding is not an additional federal income
tax. Rather, the federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.

6.        TRANSFER TAXES.

         The Issuers will pay all transfer taxes, if any, applicable to the
transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes or substitute Initial Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Initial Notes tendered hereby, or if tendered
Initial Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Initial Notes to the Issuers or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.

         Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

7.        WAIVER OF CONDITIONS.

         The Issuers reserve the absolute right to amend, waive or modify, in
whole or in part, any or all conditions to the Exchange Offer.

8.        NO CONDITIONAL TENDERS.

         No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.





<PAGE>


                                                                              15


         Neither the Issuers, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Initial Notes nor shall any of them incur any liability for failure to
give any such notice.

9.       MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.

         Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced.

10.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

         Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and the Notice of
Guaranteed Delivery, may be directed to the Exchange Agent, at the address and
telephone number indicated above.

11.      INCORPORATION OF LETTER OF TRANSMITTAL.

         This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.

12.      WITHDRAWALS.

         Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.




<PAGE>


                                                                              16



                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (SEE INSTRUCTION 5)

            PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW



<TABLE>

<S>                                   <C>                                                 <C>
------------------------------------------------------------------------------------------------------------------------------------
                                           PAYER'S NAME:  TRIARC CONSUMER PRODUCTS GROUP, LLC
------------------------------------------------------------------------------------------------------------------------------------
              SUBSTITUTE                 PART I -- PLEASE PROVIDE YOUR
                                         TAXPAYER IDENTIFICATION NUMBER IN
               Form W-9                  THE BOX AT RIGHT AND CERTIFY BY                      ___________________________________
      Department of the Treasury         SIGNING AND DATING BELOW.  See the                        Social Security Number(s)
       Internal Revenue Service          enclosed "Guidelines for Certification of
                                         Taxpayer Identification Number on Substitute                         OR
     Payer's Request for Taxpayer        Form W-9" for instructions.
      Identification Number (TIN)                                                             ___________________________________
                                                                                               Employer Identification Number(s)
------------------------------------------------------------------------------------------------------------------------------------
                                         PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)

          Please Fill in Your
        Name and Address Below
                                         -------------------------------------------------------------------------------------------
                                         CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Name:___________________________              (1) The number shown on this form is my correct taxpayer identification number
                                                  (or I am waiting for a number to be issued to me), and
                                              (2) I am not subject to backup withholding either because I have not been notified
________________________________                  by the Internal Revenue Service ("IRS") that I am as a result of a failure to
  Address (Number and Street)                     report all interest or dividends or the IRS has notified me that I am no longer
                                                  subject to backup withholding.
________________________________
   City, State and Zip Code
                                         -------------------------------------------------------------------------------------------
                                         Signature: _________________________________________ Date: ________________________________

---------------------------------------  -------------------------------------------------------------------------------------------
CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if you have been notified by the IRS that you are
subject to backup withholding because of under reporting of interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer, 31 percent of
all payments made to me on account of the Exchange Notes shall be retained until
I provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31 percent of all reportable payments made to me thereafter will be withheld
and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.

Signature: _____________________________             Date:______________________

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

NOTE:    FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE
         NOTES. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
         TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL
         DETAILS.




<PAGE>


                                                                              17

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.


<TABLE>
<CAPTION>

                                                                 GIVE THE
FOR THIS TYPE OF ACCOUNT:                              SOCIAL SECURITY NUMBER OF--
-----------------------------------------------------------------------------------
<S>    <C>                                           <C>
1.       An  individual's account                      The individual
2.       Two or more individuals (joint                The actual owner of the account or, if
         account)                                      combined funds, the first individual on
                                                       the account(l)
3.       Husband and wife (joint                       The actual owner
         account)                                      of the account or, if
                                                       joint funds, either
                                                       person(1)
4.       Custodian account of a minor                  The minor(2)
         (Uniform Gift to Minors Act)
5.       Adult and minor (joint                        The adult or, if
         account)                                      the minor is the only
                                                       contributor, the minor(1)
6.       Account in the name of guardian,              The ward, minor or incompetent person
         or committee for a designated                 (3)
         ward, minor or incompetent
         person
7.       a.       The  usual revocable                 The grantor-trustee (l)
                  savings trust account
                  (grantor is also trustee)

         b.       So-called trust account that         The actual owner(l)
                  is not a legal or  valid  trust
                  under State law
8.       Sole proprietorship account                   The owner (4)
<CAPTION>
                                                           GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT:                              IDENTIFICATION NUMBER OF--
-----------------------------------------------------------------------------------
<S>     <C>                                         <C>
9.       A valid trust, estate, or pension             The legal entity (5)
         trust
10.      Corporate account                             The corporation
11.      Religious, charitable, or                     The organization
         educational organization account
12.      Partnership account held in the               The partnership
         name of the business
13.      Association, club or other                    The organization
         tax-exempt organization
14.      A broker or registered nominee                The broker or nominee
</TABLE>





<PAGE>


                                                                              18

             Guidelines for Certification of Taxpayer Identification
                          Number on Substitute Form W-9

<TABLE>
<S>    <C>                                           <C>
15.      Account with the Department of                The public entity
         Agriculture in the name of a
         public entity (such as a State or
         local government, school district,
         or prison) that receives
         agricultural program payments.

-----------------------------------------------------------------------------------
(1)      List first and circle the name of the person whose number you furnish.
         If only one person on a joint account has a Social Security number,
         that person's number must be furnished.
(2)      Circle the minor's name and furnish the minor's Social Security number.
(3)      Circle the ward's, minor's or incompetent person's name and furnish such
         person's social security number.
(4)      Show the name of the owner. You may also enter your business or "doing
         business as" name. You may use either your Social Security number or
         employer identification number (if you have one).
(5)      List first and circle the name of the legal trust, estate, or pension
         trust. (Do not furnish the TIN of the personal representative or
         trustee unless the legal entity itself is not designated in the account
         title.)

Note:    If no name is circled when there is more than one name, the number will be
         considered to be that of the first name listed.
</TABLE>


OBTAINING A NUMBER

         If you do not have a taxpayer identification number or you do not know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number at the local office
of the Social Security Administration or the Internal Revenue Service and apply
for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

         Payees specifically exempted from backup withholding on ALL payments
include the following:

                  A corporation.

                  A financial institution.

                  An organization exempt from tax under Section 501(a) of the
                  Internal Revenue Code, as amended (the "Code"), or an
                  individual retirement plan or a custodial account under
                  Section 403(b)(7) of the Code.

                  The United States, or any agency or instrumentality thereof.




<PAGE>


                                                                              19



             Guidelines for Certification of Taxpayer Identification
                          Number on Substitute Form W-9

                   A State, the District of Columbia, a possession of the United
                   States, or any subdivision or instrumentality thereof.

                   A foreign government, a political subdivision of a foreign
                   government, or any agency or instrumentality thereof.

                   An international organization or any agency, or
                   instrumentality thereof.

                   A registered dealer in securities or commodities registered
                   in the U.S., or a possession of the U.S.

                   A real estate investment trust.

                   A common trust fund operated by a bank under Section 584(a)
                   of the Code.

                   An entity registered at all times under the Investment
                   Company Act of 1940.

                   A foreign central bank of issue.

         Payments of interest not generally subject to backup withholding
include the following:

                   Payments of interest on obligations issued by individuals.

         Note: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.

                   Payments of tax-exempt interest (including exempt-interest
                   dividends under Section 852 of the Code).

                   Payments described in section 6049(b)(5) of the Code to
                   non-resident aliens.

                   Payments on tax-free covenant bonds under Section 1451.

                   Payments made by certain foreign organizations.

                   Payments made to a nominee.

         Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

         IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO
BACKUP WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8
(CERTIFICATE OF FOREIGN STATUS) WITH THE PAYER.

         Certain payments other than interest not subject to information
reporting are also not subject to backup withholding. For details, see Sections
6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the
regulations promulgated thereunder.




<PAGE>


                                                                              20

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

         PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give
your correct TIN to payers who must file information returns with the IRS to
report interest, dividends, and certain other income paid to you. The IRS uses
the numbers for identification purposes and to help verify the accuracy of your
tax return. The IRS may lso provide this information to the Department of
Justice for civil and criminal litigation and to cities, states, and the
District of Columbia to carrsy out their tax laws. You must provide your TIN
whether or not you are required to file a tax return. Payers must generally
withhold 31% of taxable interest, dividend and certain other payments to a payee
who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.

PENALTIES

         (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. --
If you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

         (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --
If you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

         (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully
falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.

         FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.



