EXECUTION COPY FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

                                                                     EXHIBIT 2.4

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                                                                  EXECUTION COPY

                               FIRST AMENDMENT TO

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this

"AMENDMENT"), dated as of July 25, 2005, by and among Triarc Companies, Inc., a

Delaware corporation ("TRIARC"); Arby's Restaurant Group, Inc., a Delaware

corporation and an indirect wholly owned subsidiary of Triarc ("ARG"); and

Russell V. Umphenour, Jr., Dennis E. Cooper and J. Russell Welch, as the RTM

Representatives on behalf of each of the Sellers (as defined below).

                              W I T N E S S E T H:

         WHEREAS, each of Triarc, ARG, each of the persons listed on the

signature pages thereto under the heading "Sellers" (collectively, the

"SELLERS") and the RTM Representatives is a party to the Membership Interest

Purchase Agreement, dated as of May 27, 2005 (the "PURCHASE AGREEMENT");

         WHEREAS, each of Triarc, ARG, the Sellers and the RTM Representatives

wish to amend the Purchase Agreement as set forth herein; and

         WHEREAS, Section 9.03 of the Purchase Agreement provides that the

Purchase Agreement may be amended by an instrument in writing signed by each of

Triarc, ARG and the RTM Representatives on behalf of the Sellers.

         NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants and agreements herein contained, and intending to be legally bound

hereby, the parties hereto hereby agree as follows:

         1.       CERTAIN DEFINITIONS. Capitalized terms used and not otherwise

defined herein shall have the meanings ascribed to them in the Purchase

Agreement.

         2.       AMENDMENT AND RESTATEMENT OF SECTION 5.01(B) OF THE PURCHASE

AGREEMENT. Section 5.01(b) of the Purchase Agreement is hereby amended and

restated in its entirety as follows:

         "(b)     DIVIDENDS. Make, declare or pay any dividend or distribution

on its membership interests or similar equity interests, other than (i)

distributions to members in an amount equal to their aggregate liability for

income Taxes based on the operations of RTMAC, as reasonably determined by

RTMAC, (ii) cash dividends or distributions in an amount that the RTM

Representatives have demonstrated to the reasonable satisfaction of Triarc

(based upon reasonably detailed information provided by the RTM Representatives

to Triarc), after taking into account any distributions described in clause (i)

that have been made or are expected to be made prior to the Closing, would not

reasonably be expected to result in the sum of (x) the absolute value of the Net

Liabilities of the RTM Parties and their Subsidiaries as of the close of

business on the Closing Date PLUS (y) the aggregate amount of cash received by

any RTM Party or their Subsidiaries after the date hereof and on or prior to the

Closing Date that would be