MEMBERSHIP INTEREST PURCHASE AGREEMENT TRIARC COMPANIES, INC.,ARBY'S RESTAURANT GROUP, INC.,as Buyer, ALL THE MEMBERS OF RTM ACQUISITION COMPANY, L.L.C. as Sellers and RUSSELL V. UMPHENOUR, JR. DENNIS E. COOPER, and J. RUSSELL WELCH as the RTM Representatives

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Title: MEMBERSHIP INTEREST PURCHASE AGREEMENT TRIARC COMPANIES, INC.,ARBY'S RESTAURANT GROUP, INC.,as Buyer, ALL THE MEMBERS OF RTM ACQUISITION COMPANY, L.L.C. as Sellers and RUSSELL V. UMPHENOUR, JR. DENNIS E. COOPER, and J. RUSSELL WELCH as the RTM Representatives
Governing Law: New York Date: 7/29/2005
Industry: EATING Law Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP; Sutherland Asbill & Brennan LLP; Sutherland Asbill & Brennan LLP; Sector: SERVIC

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EXHIBIT 2

EXHIBIT 2.3

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

TRIARC COMPANIES, INC.,

ARBY'S RESTAURANT GROUP, INC.,

as Buyer,

ALL THE MEMBERS OF

RTM ACQUISITION COMPANY, L.L.C.

as Sellers

and

RUSSELL V. UMPHENOUR, JR.

DENNIS E. COOPER,

and

J. RUSSELL WELCH

as the RTM Representatives

___________________

Dated as of May 27, 2005

___________________

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

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<S> <C>

ARTICLE I SALE AND PURCHASE OF MEMBERSHIP INTERESTS......................................................2

SECTION 1.01 SALE AND PURCHASE OF MEMBERSHIP INTERESTS.......................................2

SECTION 1.02 CLOSING.........................................................................2

SECTION 1.03 PAYMENT OF AGGREGATE PURCHASE PRICE.............................................3

SECTION 1.04 REQUIRED WITHHOLDING............................................................3

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO RTMAC.....................................3

SECTION 2.01 ORGANIZATION AND QUALIFICATION OF RTMAC.........................................3

SECTION 2.02 AUTHORIZATION OF RTMAC; ENFORCEABILITY..........................................4

SECTION 2.03 MEMBERSHIP INTERESTS............................................................4

SECTION 2.04 SUBSIDIARIES....................................................................4

SECTION 2.05 GOVERNMENTAL AUTHORIZATIONS.....................................................4

SECTION 2.06 NON CONTRAVENTION...............................................................5

SECTION 2.07 RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL CONTROLS; INDEBTEDNESS.....5

SECTION 2.08 ABSENCE OF CERTAIN CHANGES OR EVENTS............................................6

SECTION 2.09 ABSENCE OF UNDISCLOSED LIABILITIES..............................................7

SECTION 2.10 COMPLIANCE WITH LAWS; PERMITS...................................................7

SECTION 2.11 LEGAL ACTIONS...................................................................7

SECTION 2.12 CONTRACTS.......................................................................8

SECTION 2.13 TAX MATTERS....................................................................10

SECTION 2.14 EMPLOYEE BENEFITS..............................................................11

SECTION 2.15 LABOR MATTERS..................................................................14

SECTION 2.16 ENVIRONMENTAL MATTERS..........................................................14

SECTION 2.17 INTELLECTUAL PROPERTY..........................................................15

SECTION 2.18 REAL PROPERTY..................................................................16

SECTION 2.19 PERSONAL PROPERTY..............................................................16

SECTION 2.20 SUFFICIENCY OF ASSETS..........................................................16

SECTION 2.21 INSURANCE......................................................................17

SECTION 2.22 INVENTORY......................................................................17

SECTION 2.23 ACCOUNTS RECEIVABLE............................................................17

SECTION 2.24 SUPPLIERS......................................................................17

SECTION 2.25 RTMAC RESTAURANTS..............................................................17

SECTION 2.26 TRANSACTIONS WITH AFFILIATES...................................................18

SECTION 2.27 BROKERS AND FINDERS............................................................18

SECTION 2.28 INVESTMENT COMPANY.............................................................19

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS...............................................19

SECTION 3.01 TITLE TO THE MEMBERSHIP INTERESTS..............................................19

SECTION 3.02 ORGANIZATION AND AUTHORITY OF SUCH SELLER; ENFORCEABILITY......................19

SECTION 3.03 GOVERNMENTAL AUTHORIZATIONS....................................................19

SECTION 3.04 NON-CONTRAVENTION..............................................................20

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRIARC AND ARG.............................................20

SECTION 4.01 ORGANIZATION AND QUALIFICATION OF TRIARC AND ARG...............................20

SECTION 4.02 AUTHORIZATION OF TRIARC AND ARG; ENFORCEABILITY................................21

SECTION 4.03 GOVERNMENTAL AUTHORIZATIONS....................................................21

SECTION 4.04 NON-CONTRAVENTION..............................................................21

SECTION 4.05 BROKERS AND FINDERS............................................................22

SECTION 4.06 PURCHASE FOR INVESTMENT........................................................22

ARTICLE V INTERIM OPERATIONS COVENANTS..................................................................23

SECTION 5.01 CONDUCT OF BUSINESS OF RTMAC...................................................23

SECTION 5.02 CONTROL OF BUSINESS PENDING CLOSING............................................26

ARTICLE VI ADDITIONAL COVENANTS.........................................................................26

SECTION 6.01 ACCESS TO INFORMATION; CONFIDENTIALITY.........................................26

SECTION 6.02 COMMERCIALLY REASONABLE EFFORTS................................................26

SECTION 6.03 NOTICES OF CERTAIN EVENTS......................................................27

SECTION 6.04 CONSENTS; FILINGS..............................................................27

SECTION 6.05 ACTIONS WITH RESPECT TO DEBT FINANCING AND DEBT REFINANCINGS...................28

SECTION 6.06 NO SOLICITATION................................................................29

SECTION 6.07 DEFENSE OF LITIGATION..........................................................29

SECTION 6.08 EMPLOYEES AND EMPLOYEE BENEFITS, ETC...........................................30

SECTION 6.09 DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.........................31

SECTION 6.10 PUBLIC ANNOUNCEMENTS...........................................................32

SECTION 6.11 SARBANES-OXLEY COMPLIANCE......................................................32

SECTION 6.12 CHARITABLE COMMITMENTS.........................................................32

ARTICLE VII TAX MATTERS.................................................................................33

SECTION 7.01 TAX INDEMNIFICATION............................................................33

SECTION 7.02 TAX INDEMNIFICATION PROCEDURES.................................................34

SECTION 7.03 RTM TAX AUDITS AND CONTESTS; COOPERATION.......................................35

SECTION 7.04 PREPARATION OF TAX RETURNS AND PAYMENT OF TAXES................................37

SECTION 7.05 STRADDLE PERIODS...............................................................38

SECTION 7.06 REFUNDS........................................................................39

SECTION 7.07 CONVEYANCE TAXES...............................................................39

SECTION 7.08 TERMINATION OF TAX SHARING AGREEMENTS..........................................39

SECTION 7.09 SECTION 754 ELECTION...........................................................39

SECTION 7.10 TAX TREATMENT..................................................................39

SECTION 7.11 RTMAC ASSET RANGE..............................................................40

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ARTICLE VIII CONDITIONS TO CLOSING......................................................................40

SECTION 8.01 CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE PURCHASE..................40

SECTION 8.02 CONDITIONS TO OBLIGATIONS OF TRIARC AND ARG TO EFFECT THE PURCHASE.............41

SECTION 8.03 CONDITIONS TO OBLIGATIONS OF THE SELLERS TO EFFECT THE PURCHASE................42

SECTION 8.04 FRUSTRATION OF CLOSING CONDITIONS..............................................43

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER............................................................43

SECTION 9.01 GROUNDS FOR TERMINATION........................................................43

SECTION 9.02 EFFECT OF TERMINATION..........................................................44

SECTION 9.03 AMENDMENT......................................................................44

SECTION 9.04 EXTENSION; WAIVER..............................................................44

ARTICLE X SURVIVAL; INDEMNIFICATION.....................................................................45

SECTION 10.01 SURVIVAL.......................................................................45

SECTION 10.02 OBLIGATION OF ARG TO INDEMNIFY.................................................45

SECTION 10.03 MATTERS PERTAINING TO INDEMNIFICATION BY ARG...................................46

SECTION 10.04 OBLIGATION OF THE SELLERS TO INDEMNIFY.........................................47

SECTION 10.05 MATTERS PERTAINING TO INDEMNIFICATION BY THE SELLERS...........................49

SECTION 10.06 PROCEDURE FOR INDEMNIFICATION..................................................51

SECTION 10.07 SOLE AND EXCLUSIVE REMEDY......................................................53

SECTION 10.08 MISCELLANEOUS..................................................................53

ARTICLE XI MISCELLANEOUS................................................................................53

SECTION 11.01 DEFINITIONS....................................................................53

SECTION 11.02 INTERPRETATION.................................................................65

SECTION 11.03 FEES, COSTS AND EXPENSES.......................................................65

SECTION 11.04 NOTICES........................................................................66

SECTION 11.05 GOVERNING LAW..................................................................68

SECTION 11.06 JURISDICTION...................................................................68

SECTION 11.07 WAIVER OF JURY TRIAL...........................................................68

SECTION 11.08 EXHIBITS AND DISCLOSURE LETTERS................................................68

SECTION 11.09 NO THIRD-PARTY BENEFICIARIES...................................................68

SECTION 11.10 SEVERABILITY...................................................................69

SECTION 11.11 RULES OF CONSTRUCTION..........................................................69

SECTION 11.12 ASSIGNMENT.....................................................................69

SECTION 11.13 REMEDIES.......................................................................69

SECTION 11.14 SPECIFIC PERFORMANCE...........................................................69

SECTION 11.15 COUNTERPARTS...................................................................69

SECTION 11.16 ENTIRE AGREEMENT...............................................................70

SECTION 11.17 RTM REPRESENTATIVES............................................................70

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SCHEDULES

Schedule I Sellers; Membership Interests; Aggregate Purchase Price

ANNEXES

Annex A Form of Escrow Agreement

<PAGE>

MEMBERSHIP INTEREST PURCHASE AGREEMENT

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 27, 2005 (this

"AGREEMENT"), by and among Triarc Companies, Inc., a Delaware corporation

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

indirect wholly owned subsidiary of Triarc ("ARG"); each of the persons listed

on SCHEDULE I hereto (collectively, the "SELLERS," and each, a "SELLER"); and

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

Representatives (as defined below), for the purchase and sale of all of the

membership interests in RTM Acquisition Company, L.L.C., a Georgia limited

liability company ("RTMAC").

WHEREAS, the Sellers are the beneficial and record owners of all of the

membership interests in RTMAC (the "MEMBERSHIP INTERESTS");

WHEREAS, the Sellers wish to sell to ARG, and ARG wishes to purchase

from the Sellers, all of the Membership Interests upon the terms and subject to

the conditions of this Agreement (the "PURCHASE");

WHEREAS, Triarc, Arby's Acquisition Co., a Georgia corporation and a

direct wholly owned subsidiary of Triarc ("MERGER SUB CORP."), Arby's

Restaurant, LLC, a Delaware limited liability company and a direct wholly owned

subsidiary of Triarc ("MERGER SUB LLC"), RTM Restaurant Group, Inc., a Georgia

corporation ("RTMRG") and Russell V. Umphenour, Jr., Dennis E. Cooper and J.

Russell Welch, as the RTM Representatives, have entered into an Agreement and

Plan of Merger, dated as of the date hereof (the "RTMRG MERGER AGREEMENT"),

which provides, among other things, for the merger of Merger Sub Corp. with and

into RTMRG, with RTMRG surviving the merger and becoming a direct wholly owned

subsidiary of Triarc (the "FIRST MERGER"), followed immediately thereafter by

the merger of RTMRG with and into Merger Sub LLC, with Merger Sub LLC surviving

the merger (the "SECOND MERGER" and, together with the First Merger, the

"MERGERS") and immediately after the Second Effective Time (as defined in the

RTMRG Merger Agreement), Triarc will contribute all of the outstanding

membership interests in the surviving entity in the Second Merger directly or

indirectly to Triarc Restaurant Holdings, LLC, which will directly or indirectly

contribute all of the outstanding membership interests in the surviving entity

in the Second Merger to ARG (such contributions, the "TRIARC CONTRIBUTIONS");

WHEREAS, certain principal shareholders of RTMRG (the "RTMRG PRINCIPAL

SHAREHOLDERS"), who collectively beneficially own approximately 87.1% of the

outstanding shares of RTMRG Common Stock have entered into a Transaction Support

Agreement for the benefit of Triarc (the "TRANSACTION SUPPORT AGREEMENT"),

pursuant to which the RTMRG Principal Shareholders have agreed, INTER ALIA, on

the terms and subject to the conditions set forth in the Transaction Support

Agreement, (a) to seek to obtain the waiver from each shareholder of RTMRG of

dissenters rights in respect of the First Merger and (b) to the indemnification

obligations of the RTMRG Principal Shareholders set forth in RTMRG Merger

Agreement and the restrictive covenants set forth therein;

<PAGE>

WHEREAS, Triarc, ARG, RTMMC Acquisition, LLC, a Delaware limited

liability company and a direct wholly owned subsidiary of Triarc ("RTMMC

ACQUISITION SUB"), RTM Management Company, L.L.C., a Georgia limited liability

company ("RTMMC"), each of the members of RTMMC, and Russell V. Umphenour, Jr.,

Dennis E. Cooper and J. Russell Welch, as the RTM Representatives, have entered

into an Asset Purchase Agreement, dated as of the date hereof (the "RTMMC

PURCHASE AGREEMENT"), pursuant to which, INTER ALIA, simultaneously with the

Closing, RTMMC Acquisition Sub will acquire from RTMMC, on the terms and subject

to the conditions set forth therein, the Purchased Assets (as defined therein)

and the Assumed Liabilities (as defined therein) (the "RTMMC PURCHASE" and,

together with the Mergers and the Purchase, the "RTM TRANSACTIONS") for an

amount in cash equal to the cash portion of the Aggregate Purchase Price (as

defined therein) (as used herein, the "RTMMC AGGREGATE PURCHASE PRICE"); and

WHEREAS, simultaneously with, and as a condition to the obligation of

the parties hereto to effect, the Purchase, Triarc, ARG, each of the RTMRG

Principal Shareholders, each of the Sellers as of immediately prior to the

Closing, RTMMC, each of the members of RTMMC as of immediately prior to the

Closing, the RTM Representatives and the Escrow Agent (as defined below) will

enter into an Escrow Agreement in the form attached hereto as ANNEX A with such

changes as may be requested by the Escrow Agent (the "ESCROW AGREEMENT").

NOW THEREFORE, in consideration of the foregoing and the mutual

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

hereby, the parties hereto hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF MEMBERSHIP INTERESTS

Section 1.01 SALE AND PURCHASE OF MEMBERSHIP INTERESTS. At the

Closing provided for in Section 1.02, upon the terms and subject to the

conditions of this Agreement and in reliance upon the representations,

warranties and agreements contained herein, the Sellers shall sell to Triarc,

and Triarc shall purchase from the Sellers, all of the Membership Interests for

an aggregate purchase price (the "AGGREGATE PURCHASE PRICE") to be paid in

accordance with Section 1.03 equal to $10.00. Immediately after such purchase,

Triarc shall contribute, or cause to be contributed, such Membership Interests

to ARG.

Section 1.02 CLOSING. Subject to the satisfaction or waiver of all of

the conditions to closing contained in Article VIII, the closing of the Purchase

(the "CLOSING") shall take place (a) at the offices of Paul, Weiss, Rifkind,

Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, at

10:00 a.m. on the third Business Day after the day on which the last of those

conditions (other than any conditions, including the consummation of the Mergers

and the RTMMC Purchase, that by their nature are to be satisfied at the Closing)

is satisfied or waived in accordance with this Agreement or (b) at such other

place and time or on such other date as Triarc and the

<PAGE>

RTM Representatives may agree in writing. The date on which the Closing occurs

is referred to as the "CLOSING DATE."

Section 1.03 PAYMENT OF AGGREGATE PURCHASE PRICE. At the Closing,

ARG shall, and Triarc shall cause ARG to, pay to each of the Sellers the

Aggregate Purchase Price pro rata in accordance with their Membership Interests

as set forth on SCHEDULE I (less any withholding of Taxes as provided in Section

1.07) by wire transfer of immediately available funds to an account designated

by such Seller in writing to Triarc not less than five Business Days prior to

the Closing, subject to Section 1.04.

Section 1.04 REQUIRED WITHHOLDING. ARG shall be entitled to deduct

and withhold from the cash portion of the Aggregate Purchase Price such amounts

as it may be required to deduct and withhold from such payment under any

applicable Laws, and shall deduct and withhold from the portion of the Aggregate

Purchase Price payable to a Seller an amount equal to the amounts specified

under Section 1445 of the Code (assuming for these purposes the application of

Section 1445 of the Code to the Mergers and the Purchase) if such Seller does

not duly execute and deliver on or prior to the Closing Date a certificate

stating that such Seller is not a "foreign person" within the meaning of Section

1445 of the Code, which certificate shall set forth all information required by,

and otherwise be executed in accordance with, Treasury Regulation ss.

1.1445-2(b)(2). If ARG so deducts or withholds any such amounts, such amounts

shall be treated for, all purposes as having been paid to the Person in respect

of whom ARG made such deduction and withholding.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AS TO RTMAC

Except as otherwise set forth in the disclosure letter delivered on or

prior to the date of this Agreement by the Sellers to Triarc (the "RTMAC

DISCLOSURE LETTER"), which RTMAC Disclosure Letter is arranged in Sections

corresponding to the Sections of this Agreement, the Sellers, jointly and

severally, represent and warrant to Triarc and ARG that:

Section 2.01 ORGANIZATION AND QUALIFICATION OF RTMAC. RTMAC is a

limited liability company duly organized, validly existing and in good standing

under the laws of the State of Georgia, and has the limited liability company

power and authority to own or lease its assets and to carry on its business

substantially as it is being conducted on the date hereof. RTMAC is duly

qualified and licensed to do business and is in good standing in each

jurisdiction where the ownership or operation of its property and assets or the

conduct of its business requires such qualification, except where the failure to

be so qualified or in good standing has not had and could not reasonably be

expected to have, individually or in the aggregate, an RTMAC Material Adverse

Effect. RTMAC has made available to Triarc correct and complete copies of the

articles of organization and operating agreement of RTMAC (as amended to the

date hereof).

<PAGE>

Section 2.02 AUTHORIZATION OF RTMAC; ENFORCEABILITY. RTMAC has all

requisite limited liability company power and authority, and has taken all

limited liability company action necessary in order to execute, deliver and

perform its obligations under each of the Ancillary Agreements to which it is a

party and to consummate the transactions contemplated by each such Ancillary

Agreement. Each of the Ancillary Agreements to which it is a party have been

duly executed and delivered by RTMAC and constitute the legal, valid and binding

obligation of RTMAC, enforceable in accordance with their respective terms,

subject to bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and similar Laws of general applicability relating to or affecting

creditors' rights, and to general equity principles.

Section 2.03 MEMBERSHIP INTERESTS. The Sellers are the only members

of RTMAC and own the respective percentages of the Membership Interests set

forth on SCHEDULE I hereto. No other membership or other ownership interest of

RTMAC is authorized or outstanding. All of the Membership Interests have been

duly authorized and validly issued, are fully paid and nonassessable. There are

no options, warrants, calls, conversion rights, stock appreciation rights,

redemption rights, repurchase rights or other rights, agreements, arrangements

or commitments to which RTMAC is a party (A) relating to the issued or unissued

membership interests or other securities of RTMAC or (B) obligating RTMAC to

issue or sell any of its membership interests or other securities. Except as set

forth in Section 2.03 of the RTMAC Disclosure Letter, there are no voting

trusts, proxies or other agreements or understandings with respect to the voting

of the membership interests of RTMAC. RTMAC does not have outstanding any bonds,

debentures, notes or other obligations the holders of which have the right to

vote (or convertible into or exercisable for securities having the right to

vote) with the members of RTMAC on any matter.

Section 2.04 SUBSIDIARIES. RTMAC does not directly or indirectly own

any Subsidiary. Section 2.04 of the RTMAC Disclosure Letter sets forth all

interests (the "INVESTMENTS") of RTMAC, listing the name of such Person, the

type of entity, jurisdiction of organization and the number and class, amount

and/or series of debt or equity interests of such Persons held by RTMAC and each

other holder of any equity or other ownership interest in such Person. RTMAC has

good and valid title, free and clear of any Liens, to the Investments.

Section 2.05 GOVERNMENTAL AUTHORIZATIONS. The execution, delivery and

performance by RTMAC of each of the Ancillary Agreements to which it is a party

do not, and the consummation by RTMAC of the transactions contemplated thereby

will not, require any consent, approval or other authorization of, or filing

with or notification to, any Governmental Entity, other than:

(a) the filing of the First Certificate of Merger with the Secretary

of State of the State of Georgia and the Second Certificate of Merger with the

Secretaries of State of the States of Delaware and Georgia;

(b) the filing with the SEC of any forms, reports, schedules,

statements and other documents that may be required under the Securities Act and

the Exchange Act

<PAGE>

in connection with this Agreement and the Registration Rights Agreement and the

transactions contemplated hereby and thereby; and

Section 2.06 NON CONTRAVENTION. Except with respect to Contracts to

be satisfied in full or terminated in connection with the Debt Refinancings, the

execution, delivery and performance by RTMAC of each of the Ancillary Agreements

to which it is a party do not, and the consummation by RTMAC of the transactions

contemplated thereby will not (a) contravene, conflict with, or result in any

violation or breach of, the articles of organization or the operating agreement

of RTMAC, (b) contravene or conflict with, or result in any violation or breach

of, in any material respect, any Laws, Orders or Permits applicable to RTMAC or

by which any assets of RTMAC are bound, assuming that all consents, approvals,

authorizations, filings and notifications described in Section 2.05, Section

3.03 and Section 4.03 have been obtained or made, (c) result in any violation or

breach of, or constitute a default (with or without notice or lapse of time or

both) under, (x) any RTMAC Material Contract or (y) any other Contract to which

RTMAC is a party or by which any assets of RTMAC are bound, other than in the

case of this clause (y) any such violation, breach or default that would not

reasonably be expected to be, individually or in the aggregate, material to

RTMAC, (d) require any consent, approval or other authorization of, or filing

with or notification to, any Person under (x) any RTMAC Material Contract or (y)

any other Contract to which RTMAC is a party or by which any assets of RTMAC are

bound, other than in the case of this clause (y) any such consent, approval,

authorization, filing or notification that, if not obtained or made, would not

reasonably be expected to be, individually or in the aggregate, material to

RTMAC, (e) give rise to any termination, cancellation, amendment, modification

or acceleration of any rights or obligations under (x) any RTMAC Material

Contract or (y) any other Contract to which RTMAC is a party or by which any

assets of RTMAC are bound, other than in the case of this clause (y) any such

termination, cancellation, amendment, modification or acceleration that would

not reasonably be expected to be, individually or in the aggregate, material to

RTMAC, or (f) cause the creation or imposition of any Liens (other than

Permitted Liens) on any material assets of RTMAC.

Section 2.07 RESTATED COMBINED RTM FINANCIAL STATEMENTS; INTERNAL

CONTROLS; INDEBTEDNESS.

(a) Section 2.07(a) of the RTMAC Disclosure Letter sets forth the

following combined financial statements of the RTM Parties and their

Subsidiaries (collectively, the "RESTATED COMBINED RTM FINANCIAL STATEMENTS"):

(i) the restated audited combined balance sheets as of May 30, 2004 and May 25,

2003 and statements of income, net capital deficiency and cash flows for the

fiscal years ended May 30, 2004, May 25, 2003 and May 26, 2002, for the RTM

Parties and their Subsidiaries (such statements, together with the footnotes

related thereto, being the "RESTATED COMBINED RTM AUDITED FINANCIAL STATEMENTS")

and (ii) the restated unaudited combined balance sheets as of March 6, 2005 and

May 30, 2004 and statements of income and retained earnings for the 40 weeks

ended March 6, 2005 and February 29, 2004, for the RTM Parties and their

Subsidiaries (such statements being the "RESTATED COMBINED RTM

<PAGE>

UNAUDITED FINANCIAL STATEMENTS"). The Restated Combined RTM Financial Statements

(x) were prepared in accordance with GAAP applied on a consistent basis (except

as may be indicated in the notes to the Restated Combined RTM Financial

Statements and except for the absence of footnotes in the case of the Restated

Combined RTM Unaudited Financial Statements); and (y) fairly present, in all

material respects, the combined financial position of the RTM Parties and their

Subsidiaries as of the dates thereof and their combined results of operations

and cash flows for the periods then ended (subject, in the case of the Restated

Combined RTM Unaudited Financial Statements, to normal year-end adjustments).

(b) RTMAC maintains accurate books and records reflecting its assets

and liabilities and maintains proper and adequate internal accounting controls

which provide assurance that (i) transactions are executed with management's

authorization; (ii) transactions are recorded as necessary to permit preparation

of the financial statements of RTMAC and to maintain accountability for the

assets of RTMAC; (iii) access to the assets of RTMAC is permitted only in

accordance with management's authorization; (iv) the reporting of the assets of

RTMAC is compared with existing assets at regular intervals; and (v) accounts,

notes and other receivables and inventory are recorded accurately, and proper

and adequate procedures are implemented to effect the collection thereof on a

current and timely basis. RTMAC has heretofore made available to Triarc a true,

complete and correct copy of any disclosure (or, if unwritten, a summary

thereof) by any Representative of RTMAC to RTMAC's independent auditors relating

to (x) any significant deficiencies in the design or operation of internal

controls which could adversely affect the ability of RTMAC to record, process,

summarize and report financial data and any material weaknesses in internal

controls and (y) any fraud, whether or not material, that involves management or

other employees who have a significant role in the internal control over

financial reporting of RTMAC.

and correct list of all Indebtedness of RTMAC (which Section may be updated by

the Sellers prior to the Closing Date to reflect (x) any additions or deletions

thereto after the date hereof in compliance with Section 5.01 and (y) payments

of principal and interest and accrual of interest on such Indebtedness during

the period from the date hereof through the Closing Date). The aggregate amount

of prepayment penalties, premiums, make wholes, breakage and other costs and

expenses payable to the lenders as such of all such Indebtedness solely on

account of the repayment of such Indebtedness in the Debt Refinancings will not

exceed $20 million. Section 2.07(c) of the RTMAC Disclosure Letter specifically

identifies all Indebtedness of RTMAC or included in the Winners Indebtedness

Amount that constitutes RTM Non-Prepayable Debt. All Indebtedness of the RTM

Parties and their Subsidiaries and the Mrs. Winners Obligors, other than the RTM

Non-Prepayable Debt, is permitted by its terms to be prepaid, or the holder

thereof has consented in writing (which consent is in full force and effect) to

being prepaid, in connection with the Debt Refinancings.

Section 2.08 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except to the

extent relating to the transactions contemplated by this Agreement, since May

30, 2004 (i) RTMAC has in all material respects conducted its business in the

ordinary course of

<PAGE>

business consistent with past practice and (ii) there has not occurred any

event, and there does not exist any condition or set of circumstances, that has

had or could reasonably be expected to have, individually or in the aggregate,

an RTM Material Adverse Effect.

Section 2.09 ABSENCE OF UNDISCLOSED LIABILITIES. RTMAC does not have

any material Liabilities, except for (i) Liabilities set forth in the Restated

Combined RTM Financial Statements, (ii) Liabilities which have arisen after May

30, 2004 in the ordinary course of business consistent with past practice or in

compliance with Section 5.01, (iii) Liabilities set forth in Section 2.09 of the

RTMAC Disclosure Letter and (iv) Liabilities that are (A) the subject of any

other representation or warranty contained in this Article II and are

specifically disclosed pursuant to such representation or warranty or are not

required to be disclosed because such other representation or warranty is

limited or qualified with respect to dollar amount, Knowledge of the Sellers or

materiality or (B) taken into account in the determination of the RTM Estimated

Net Liabilities or RTM Closing Net Liabilities.

Section 2.10 COMPLIANCE WITH LAWS; PERMITS.

(a) Since December 31, 2001, except for matters specifically

addressed by Section 2.15 (last sentence only), Section 2.16 or Section 2.25(b),

(i) RTMAC has conducted its business in compliance in all material respects with

applicable Law; and (ii) RTMAC has not received any notice or other

communication (whether oral or written) from any Governmental Entity or any

other Person regarding any actual, alleged, possible, or potential failure to

comply in any material respect with any applicable Laws.

(b) RTMAC holds all material Permits issued or provided by

Governmental Entities under all Laws, which are necessary for it to own its

assets or operate its business as currently conducted (the "RTMAC PERMITS").

There have been no material misstatements or omissions in connection with any

RTMAC Permit that, individually or in the aggregate, would be reasonably likely

to result in the revocation, nonrenewal, suspension or adverse modification of

such RTMAC Permit except for such revocations, non-renewals, suspensions or

adverse modifications that have not been and would not reasonably be expected to

be, individually or in the aggregate, material to RTMAC. There is not pending,

nor to the Knowledge of the Sellers, threatened, against RTMAC, any application,

action, petition, objection or other pleading, or any proceeding, with any

Governmental Entity which questions or contests the validity of, or any rights

of the holder under, or nonrenewal or suspension of any RTMAC Permit.

Section 2.11 LEGAL ACTIONS. Section 2.11 of the RTMAC Disclosure

Letter sets forth a true and complete list of all Legal Actions pending or, to

the Knowledge of the Sellers, threatened against (a) RTMAC or (b) any director,

officer or employee of RTMAC or other Person for whom RTMAC may be liable, other

than in the case of clause (a) or (b) any such Legal Actions commenced or, to

the Knowledge of the Sellers, threatened after the date of this Agreement and

prior to the Closing Date that have not resulted in and would not reasonably be

expected to result in, individually or in the aggregate, (x) Losses to RTMAC in

excess of $1 million or (y) RTMAC being bound

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by any material restriction (other than customary confidentiality restrictions).

RTMAC is not subject to or bound by any outstanding Order that is material to

RTMAC.

Section 2.12 CONTRACTS.

(a) Section 2.12(a) of the RTMAC Disclosure Letter lists the

following Contracts to which RTMAC is a party and which are outstanding (which

Section may be updated by the Sellers prior to the Closing Date to reflect any

additions or deletions thereto after the date hereof in compliance with Section

5.01) (collectively, the "RTMAC MATERIAL CONTRACTS"):

(i) any Contract expressly requiring capital expenditures

involving consideration in excess of $50,000 in any twelve month period;

(ii) any Contract which restricts or limits, in any material

respect, the ability of RTMAC to freely engage in any aspect of the quick

service restaurant business whether as franchisor or owner/operator, or to

employ any individuals (other than any confidentiality agreement entered into in

connection with a potential acquisition containing any such restriction or

limitation to employ any individuals);

(iii) any collective bargaining agreement;

(iv) any Contract which involved payments from RTMAC of more

than $250,000 to any Person supplying food or paper products or distribution

services to any of the RTM Parties or any of their Subsidiaries during the

twelve-month period ended May 30, 2004;

(v) any Contract which involved payments from RTMAC of more

than $100,000 to any Person supplying advertising services or marketing services

or materials to any of the RTM Parties or any of their Subsidiaries during the

twelve-month period ended May 30, 2004;

(vi) any Contract which involved payments to RTMAC of more

than $100,000 from any Person supplying beverage products to any of the RTM

Parties or any of their Subsidiaries during the twelve-month period ended May

30, 2004;

(vii) any Contract relating to the employment of any employee,

and any Contract pursuant to which RTMAC is or may become obligated to make any

severance, termination, bonus or relocation payment or any other payment (other

than payments in respect of salary) in excess of $125,000, to any current or

former employee, officer or director;

(viii) any Contract which provides for indemnification by RTMAC

of (A) any officer, director or employee of any of the RTM Parties or any of

their Subsidiaries or (B) any agent of the RTM Parties or any of their

Subsidiaries or any other Person that, in the case of this clause (B), has

resulted in or would reasonably be expected to result in, individually or in the

aggregate, material Liabilities to RTMAC;

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(ix) any Contract relating to any Indebtedness, guarantying

the performance of any Person or guarantying any Indebtedness;

(x) any Contract involving a purchase price of $50,000 or

more under which the closing of the transactions contemplated thereby has not

occurred or under which there remains outstanding obligations and which relates

to the acquisition by RTMAC of any operating business or the capital stock or

other equity securities of any other Person, or the sale by RTMAC of any

operating business or the capital stock or other equity securities of any former

Subsidiary of RTMAC;

(xi) any partnership or joint venture agreement or other

Contract involving a sharing of profits, losses, costs or Liabilities with any

other Person;

(xii) any Contract under which RTMAC uses or occupies or has

the right to use or occupy any real property (collectively, the "RTMAC REAL

PROPERTY LEASES") (and Section 2.12(a)(xii) of the RTMAC Disclosure Letter sets

forth a true and complete summary of the following terms of each such RTMAC Real

Property Lease: (1) the lessee; (2) the unit number; (3) the monthly rental

rate; (4) the monthly operating expenses payable to the landlord; (5) the

monthly rental taxes; (6) the commencement date and the termination date; (7)

any assignment or change in control provisions; and (8) any guaranty by a Person

other than an RTM Party or their Subsidiaries);

(xiii) any Contract under which RTMAC grants to any Person or

Persons the right of use or occupancy to any portion of any parcel of any RTMAC

Real Property (collectively, the "RTMAC LEASES") (and Section 2.12(a)(xiii) of

the RTMAC Disclosure Letter sets forth a true and complete summary of the

following terms of each such RTMAC Lease: (1) the sublessee; (2) the unit

number; (3) the monthly rental rate; (4) the monthly operating expenses payable

to the landlord; (5) the monthly rental taxes; (6) the commencement date and the

termination date; and (7) any guaranty by an RTM Party or any of their

Subsidiaries);

(xiv) any Contract under which the closing of the transactions

contemplated thereby has not occurred relating to the acquisition or sale by

RTMAC of one or more parcels of real property, the aggregate purchase price of

which exceeds $50,000;

(xv) any Contract under which the closing of the transactions

contemplated thereby has not occurred relating to the construction by RTMAC of

one or more new Restaurants, the estimated costs under which exceed $50,000 in

the aggregate;

(xvi) any Contract entered into out of the ordinary course

of business, including any Contract entered into in connection with any

settlement of any claim, action, suit, demand, proceeding, investigation or

dispute, involving payments by RTMAC in excess of $50,000 or any unfulfilled or

pending non-payment obligations of RTMAC; and

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(xvii) any Contract or pledge pursuant to which RTMAC or any

of its Subsidiaries has committed or undertaken to make any charitable

contribution with an unfulfilled amount in excess of $50,000 individually or

$250,000 in the aggregate.

(b) Each RTMAC Material Contract is valid, binding, in full force

and effect and enforceable in accordance with its terms against RTMAC and, to

the Knowledge of the Sellers, against any other party thereto. RTMAC and, to the

Knowledge of the Sellers, each other party thereto, is not in material breach or

material default under any RTMAC Material Contract and to the Knowledge of the

Sellers, no event has occurred or condition or set of circumstances exists

which, with or without notice or lapse of time or both, would constitute a

material breach or material default, or permit termination, modification or

acceleration, under any RTMAC Material Contract by any party thereto.

Section 2.13 TAX MATTERS.

(a) All income Tax Returns and all other material Tax Returns

required to be filed by or with respect to RTMAC have been properly prepared and

timely filed (including all applicable extensions), and all such Tax Returns

(including information provided therewith or with respect thereto) are true,

complete and correct in all material respects.

(b) RTMAC has fully and timely paid all material Taxes owed by RTMAC

(whether or not shown on any Tax Return), and has made adequate provision for

any such Taxes that are not yet due and payable, for all taxable periods, or

portions thereof, ending on or before the date hereof.

statutory period of limitations applicable to any claim for, or the period for

the collection or assessment or reassessment of, Taxes due from RTMAC for any

taxable period and no written request for any such waiver or extension is

currently pending.

(d) No audit or other proceeding by any Governmental Entity is

pending, no Governmental Entity has given written notice of any intention to

commence an audit or other proceeding, or assert any deficiency or claim for

additional Taxes against RTMAC, and no claim in writing has been made by any

Governmental Entity in a jurisdiction where RTMAC does not file Tax Returns with

respect to a particular Tax that it is or may be subject to taxation by that

jurisdiction with respect to such Tax, and all deficiencies for Taxes asserted

or assessed in writing against RTMAC have been fully and timely paid, settled or

properly reflected in the Restated Combined RTM Financial Statements.

(e) Since the formation of RTMAC, no jurisdiction in which RTMAC

files, or has filed, Tax Returns treats, or has treated, RTMAC as an entity

other than a partnership, or as being subject, or having been subject, to

entity-level Tax, for federal, state, local and foreign income or franchise Tax

purposes.

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(f) RTMAC has never made an election to be excluded from the

provisions of Subchapter K of the Code, is (or ever has been) subject to the

taxable mortgage pool rules under Section 7701(i) of the Code, or is (or ever

has been) classified as an association taxable as a corporation or a publicly

traded partnership taxable as a corporation under Section 7704 of the Code.

Section 2.13(f) of the RTMAC Disclosure Letter sets forth a description of each

election, and revocation of such election, if any, made by RTMAC under Section

754 of the Code (and any comparable provision of state, local or foreign Tax

Law).

(g) There are no Liens for Taxes upon the assets or properties of

RTMAC, except for statutory Liens for current Taxes not yet due.

(h) RTMAC is not a party to any Tax Sharing Agreement.

(i) RTMAC has withheld (or will withhold) from its employees,

independent contractors, creditors, members and third parties and timely paid to

the appropriate Governmental Entity proper and accurate amounts in all material

respects for all periods ending on or before the Closing Date in compliance with

all Tax withholding and remitting provisions of applicable Laws and have each

complied in all material respects with all Tax information reporting provisions

of all applicable Laws.

(j) RTMAC has not agreed, and is not required to make, any

adjustment under Section 481(a) of the Code, and no Governmental Entity has

proposed in writing any such adjustment or change in accounting method.

(k) RTMAC has not executed or entered into a closing agreement

pursuant to Section 7121 of the Code or any similar provision of state, local or

foreign Law, and RTMAC is not subject to any private letter ruling of the IRS or

comparable ruling of any other Governmental Entity.

(l) No property owned by RTMAC: (i) is property required to be

treated as being owned by another Person pursuant to the provisions of Section

168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect

immediately prior to the enactment of the Tax Reform Act of 1986, (ii)

constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of

the Code or (iii) is "tax-exempt bond financed property" within the meaning of

Section 168(g)(5) of the Code.

(m) The adjusted tax basis of each note, receivable or other

obligation among any of RTMAC, its direct or indirect members and its Affiliates

equals the principal amount of such note, receivable or obligation (including

any accrued but unpaid interest).

Section 2.14 EMPLOYEE BENEFITS.

(a) Except for severance agreements under which the remaining

aggregate payments to the applicable former employee are less than $125,000,

RTMAC does not maintain or contribute to or have any obligation to maintain or

contribute to, or have any direct or indirect Liability with respect to any

plan, program, arrangement or

<PAGE>

agreement that is a pension, profit-sharing, savings, retirement, employment,

consulting, severance pay, termination, executive compensation, incentive

compensation, deferred compensation, bonus, stock purchase, stock option,

phantom stock or other equity-based compensation, change-in-control, retention,

salary continuation, vacation, sick leave, disability, death benefit, group

insurance, hospitalization, medical, dental, life (including all individual life

insurance policies as to which RTMAC is the owner, the beneficiary, or both),

Code Section 125 "cafeteria" or "flexible" benefit, employee loan, educational

assistance, fringe benefit plan, whether written or oral, including, without

limitation, any (i) "employee benefit plan" within the meaning of Section 3(3)

of ERISA or (ii) other employee benefit plans, agreements, programs, policies,

arrangements or payroll practices, whether or not subject to ERISA (including

any funding mechanism therefor now in effect or required in the future as a

result of the transaction contemplated by this Agreement or otherwise) under

which any current or former employee, director, officer, leased employee or

agent (or their beneficiaries) of RTMAC has any present or future right to

benefits (each such plan, program, arrangement or agreement set forth in such

Section being individually, an "RTMAC EMPLOYEE PLAN," and collectively the

"RTMAC EMPLOYEE PLANS"). All references to "RTMAC" in this Section 2.14 shall

refer to RTMAC and any employer that would be considered a single employer with

RTMAC under Sections 414(b), (c), (m) or (o) of the Code.

(b) RTMAC does not maintain, contribute to or have any Liability

with respect to, and has not within the preceding six years maintained,

contributed to or had any Liability with respect to, any RTMAC Employee Plan

that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the

Code, (ii) maintained by more than one employer within the meaning of Section

413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a

"multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA, (v) a

"multiple employer welfare arrangement" as defined in Section 3(40) of ERISA,

(vi) maintained outside the jurisdiction of the United States, or (vii) an

"employee pension benefit plan" within the meaning of Section 3(2) of ERISA and

that is not intended to be qualified under Section 401(a) of the Code.

administered in all material respects in accordance with its terms and in

compliance with the applicable provisions of ERISA, the Code and all other

applicable Laws; (ii) with respect to each RTMAC Employee Plan, all reports,

returns, notices and other documentation that are required to have been filed

with or furnished to the IRS, the DOL or any other Governmental Entity, or to

the participants or beneficiaries of such RTMAC Employee Plan have been filed or

furnished on a timely basis; (iii) each RTMAC Employee Plan that is intended to

be qualified within the meaning of Section 401(a) of the Code is so qualified

and has received a favorable determination letter from the IRS to the effect

that the RTMAC Employee Plan satisfies the requirements of Section 401(a) of the

Code and that its related trust is exempt from taxation under Section 501(a) of

the Code and, to the Knowledge of the Sellers, there are no facts or

circumstances that could reasonably be expected to cause the loss of such

qualification or the imposition of any material Liability, penalty or Tax under

ERISA, the Code or any other applicable Laws; (iv) other than routine claims for

benefits, no Liens or Legal Actions to or by any Person or Governmental Entity

have been filed against any RTMAC Employee Plan or RTMAC

<PAGE>

with respect to any RTMAC Employee Plan or, to the Knowledge of the Sellers,

against any other Person and, to the Knowledge the Sellers, no such Liens or

Legal Actions are contemplated or threatened with respect to any RTMAC Employee

Plan; (v) no individual who has performed services for RTMAC has been improperly

excluded from participation in any RTMAC Employee Plan; and (vi) there are no

audits or proceedings initiated pursuant to the Employee Plans Compliance

Resolution System or similar proceedings pending with the IRS or the DOL with

respect to any RTMAC Employee Plan.

(d) Neither RTMAC nor, to the Knowledge of the Sellers, any other

"party in interest" or "disqualified person" with respect to any RTMAC Employee

Plan has engaged in a non-exempt "prohibited transaction" within the meaning of

Section 406 of ERISA or Section 4975 of the Code involving such RTMAC Employee

Plan. To the Knowledge of the Sellers, no fiduciary has any Liability for breach

of fiduciary duty or any other failure to act or comply with the requirements of

ERISA, the Code or any other applicable Laws in connection with the

administration or investment of the assets of any RTMAC Employee Plan.

(e) All Liabilities or expenses of RTMAC in respect of any RTMAC

Employee Plan (including workers compensation) which have not been paid, have

been properly accrued on the Restated Combined RTM Unaudited Financial

Statements in compliance with GAAP. All contributions (including all employer

contributions and employee salary reduction contributions) or premium payments

required to have been made under the terms of any RTMAC Employee Plan, or in

accordance with applicable Law, as of the date hereof have been timely made or

reflected on the Restated Combined RTM Unaudited Financial Statements in

accordance with GAAP.

(f) Neither RTMAC nor any organization to which RTMAC is a successor

or parent corporation, within the meaning of Section 4069(b) of ERISA, has

engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

(g) RTMAC has no obligation to provide or make available

post-employment welfare benefits or welfare benefit coverage for any employee or

former employee, except as may be required under COBRA, and at the sole expense

of the employee or former employee.

(h) Neither the execution and delivery of this Agreement nor the

consummation of the transactions contemplated hereby will (either alone or in

combination with another event) (i) result in any payment becoming due, or

increase the amount of any compensation due, to any current or former employee

of RTMAC; (ii) increase any benefits otherwise payable under any RTMAC Employee

Plan; (iii) result in the acceleration of the time of payment or vesting of any

such compensation or benefits; or (iv) result in the payment of any amount that

could, individually or in combination with any other such payment, constitute an

"excess parachute payment," as defined in Section 280G(b)(1) of the Code.

<PAGE>

(i) RTMAC has no plan, Contract or commitment, whether legally

binding or not, to create any additional employee benefit or compensation plans,

policies or arrangements or, except as may be required by Law, to modify any

RTMAC Employee Plan