Peltz Nelson, et al. – ‘SC 13D/A’ on 2/23/06 re: Wendy's Co – EX-99

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 22                                       9     41K 
 2: EX-99       Exhibit 20                                           249±   959K 
 3: EX-99       Exhibit 30                                            33    121K 

EX-99   —   Exhibit 20
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EX-99
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                                                                      EXHIBIT 20
                                                                      ----------

EXHIBIT 20

NationsBank Loan Documents (Exhibits and Schedules omitted) 

EX-99
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PLEDGE AND SECURITY AGREEMENT 

        PLEDGE AND  SECURITY  AGREEMENT,  dated  January 25,  1996,  made by DWG
ACQUISITION  GROUP,  L.P., a Delaware limited  partnership  (the "PLEDGOR"),  in
favor of  NATIONSBANK,  N.A.,  (the "BANK"),  as collateral  agent for the Bank,
NATIONSBANK OF FLORIDA,  N.A. (the "FLORIDA BANK") and the permitted  successors
and assigns of the Bank and the Florida Bank (in such  capacity,  the COLLATERAL
AGENT).                                                                         

W I T N E S S E T H:

        WHEREAS, Nelson Peltz and Peter May are the sole general partners of the
Pledgor;                                                                        

        WHEREAS,  Nelson  Peltz and  Claudia  Peltz  (collectively,  the  "PELTZ
BORROWERS")  and the Bank are parties to a Credit  Agreement dated as of January
18, 1996 (such  Agreement,  as amended or otherwise  modified from time to time,
being  hereinafter  referred to as the "PELTZ  CREDIT  AGREEMENT"),  pursuant to
which the Bank has  agreed to make  demand  loans to the Peltz  Borrowers  in an
aggregate  principal amount at any one time outstanding not to exceed the amount
of the Commitment (as defined in the Peltz Credit Agreement)];                  

        WHEREAS,  Peter  May and Leni May  (collectively,  the "MAY  BORROWERS";
together with the Peltz Borrowers,  collectively the "BORROWERS"),) and the Bank
are parties to a Credit  Agreement dated as of January 18, 1996 (such Agreement,
as amended or otherwise  modified from time to time, being hereinafter  referred
to as the "MAY CREDIT AGREEMENT";  together with the Peltz Credit Agreement, the
"CREDIT AGREEMENTS"), pursuant to which the Bank has agreed to make demand loans
to  the  May  Borrowers  in an  aggregate  principal  amount  at  any  one  time
outstanding  not to exceed the amount of the  Commitment  (as defined in the May
Credit Agreement)];                                                             

        WHEREAS,  the Florida  Bank has made (i) a term loan to Nelson  Peltz in
the  original  principal  amount  of  $102,000,000  pursuant  to the  Term  Loan
Agreement  dated as of July 29, 1994 (such  Agreement,  as amended or  otherwise
modified  from time to time,  being  hereinafter  referred to as the "PELTZ TERM
AGREEMENT"),  between Nelson Peltz and the Florida Bank, and (ii) a term loan to
Peter May in the original  principal amount of $51,000,000  pursuant to the Term
Loan  Agreement  dated  as of July 29,  1994  (such  Agreement,  as  amended  or
otherwise modified from time to time, being hereinafter  referred to as the "MAY
TERM AGREEMENT"; together with the Peltz Term Agreement,  collectively the "TERM
AGREEMENTS"), between Peter May and the Florida Bank;                           

        WHEREAS, it is a condition precedent to the making of any demand loan by
the Bank  pursuant to either Credit  Agreement  that,  among other  things,  the
Pledgor shall have executed and delivered to the  Collateral  Agent a pledge and
security agreement  providing for the pledge to the Collateral Agent of, and the
grant  to the  Collateral  Agent  of a  security  interest  in,  certain  of the
outstanding  shares of capital stock issued by Triarc  Companies,  Inc. that are
owned by the Pledgor; and                                                       

        WHEREAS,  the Pledgor has determined  that its  execution,  delivery and
performance of this Pledge and Security Agreement  directly benefit,  and are in
the best interests of, the Pledgor;                                             

        NOW,  THEREFORE,  in  consideration  of the premises and the  agreements
herein and in order to induce the Bank to make and  maintain  the Demand  Loans,
the Pledgor hereby agrees with the Collateral Agent as follows:                 

        SECTION 1.      DEFINITIONS.   (a)  Reference is hereby made to (i) each
Credit Agreement and each Term Agreement for a statement of the respective terms
thereof.  All  terms  used  in this  Agreement  that  are  defined  in a  Credit
Agreement,  in a Term Agreement (if both Credit Agreements have been terminated)
or in Article 8 or 9 of the Uniform  Commercial  Code (the "CODE")  currently in
effect in the State of New York and that are not otherwise  defined herein shall
have the same meanings herein as set forth therein.                             

                (b)     As used in this  Agreement,  the  following  terms shall
        have the  respective  meanings  indicated  below,  such  meanings  to be
        applicable  equally to both the  singular  and plural forms of the terms
defined:                                                        

        "DEFAULT"  means the  occurrence  of any  "Default"  (as  defined in any
Credit or Term Agreement).                                      

"EVENT OF DEFAULT" means the occurrence of any                  

        "Event  of  Default"  (as  defined  in  any  Credit  Agreement  or  Term
Agreement).                                                     

        "LOAN DOCUMENTS" means the Term Agreements,  the Credit Agreements,  the
        "Loan  Documents"  (as defined in the Credit  Agreements),  each "Pledge
        Agreement" (as defined in each Term Agreement), each Note (as defined in
        each  Term  Agreement),   this  Agreement  and  all  other  instruments,
        documents and other agreements executed and delivered pursuant hereto or
thereto.                                                        

        "RULE 144" means Rule 144  promulgated  by the  Securities  and Exchange
Commission under the Securities Act of 1933.                    

        "SHARES"  means  shares of the common stock of the Issuer (as defined in
Section 2 hereof) of the same class as the Pledged Shares.      

        SECTION 2.      PLEDGE AND GRANT OF  SECURITY  INTEREST.  As  collateral
security  for all of the  Obligations  (as  defined in  Section 3  hereof),  the
Pledgor hereby pledges and assigns to the Collateral  Agent,  for the benefit of
the  Collateral  Agent,  the  Bank  and the  Florida  Bank,  and  grants  to the
Collateral  Agent,  for the benefit of the  Collateral  Agent,  the Bank and the
Carolinas Bank, a continuing security interest in, the following  (collectively,
the "PLEDGED COLLATERAL"):                                                      

                (a)     the shares of stock  described  in item 1 of  Schedule I
        hereto (the  "PLEDGED  SHARES")  issued by Triarc  Companies,  Inc. (the
        ISSUER"), the certificates  representing the Pledged Shares, all options
        and  other  rights,   contractual  or  otherwise,   in  respect  thereof
        (including,  without limitation,  any registration rights, whether under
        the Registration Rights Agreement dated as of April 23, 1993 (as amended
        or  otherwise  modified  from  time to time,  the  "REGISTRATION  RIGHTS
        AGREEMENT"),  between the Issuer and the Pledgor,  or otherwise) and all
        dividends,  cash,  instruments  and  other  property  from  time to time
        received,  receivable  or  otherwise  distributed  in  respect  of or in
exchange for any or all of the Pledged Shares; and              

        (b)     all  proceeds  of any and all of the  foregoing;

in each  case,  whether  now owned or  hereafter  acquired  by the  Pledgor  and
howsoever  such  interest  therein may arise or appear  (whether  by  ownership,
security interest, claim or otherwise).                                         

        SECTION 3.      SECURITY FOR OBLIGATIONS.  The security interest created
hereby in the Pledged Collateral  constitutes continuing collateral security for
all of the  following  obligations,  whether now existing or hereafter  incurred
(the "OBLIGATIONS"):                                                            

                (a)     the  obligation of the Borrowers to pay, as and when due
        and payable (on demand, by mandatory  prepayment,  by scheduled maturity
        or otherwise), all amounts from time to time owing by them in respect of
        any Loan Document,  whether for principal,  interest,  fees or otherwise
        (including,  without  limitation,  amounts that but for the operation of
Section 362(a) of the Bankruptcy Code would become due);        

                (b)     the due  performance  and observance by the Borrowers of
        all of their other obligations from time to time existing under any Loan
Document; and                                                   

                (c)     the due performance and observance by the Pledgor of all
        of its  obligations  under this Agreement and any other Loan Document to
which it is or may become a party.                              

Without  limiting the  generality of the foregoing,  this Agreement  secures the
payment of all amounts that constitute part of the Obligations and would be owed
by a Borrower to the Bank or to the Florida Bank under a Note (as defined in any
Term  Agreement or any Credit  Agreement) or any of the other Loan Documents but
for the fact that they are  unenforceable  or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving either Borrower.

SECTION 4.      DELIVERY OF THE PLEDGED COLLATERAL.             

                (a)     All  certificates  representing the Pledged Shares shall
        be delivered to the  Collateral  Agent on or prior to the  execution and
        delivery  of this  Agreement.  All other  certificates  and  instruments
        constituting  Pledged Collateral from time to time shall be delivered to
        the Collateral  Agent promptly upon the receipt  thereof by or on behalf
        of the Pledgor.  All such  certificates and instruments shall be held by
        or on  behalf  of the  Collateral  Agent  pursuant  hereto  and shall be
        delivered  in  suitable  form  for  transfer  by  delivery  or  shall be
        accompanied  by duly executed  instruments  of transfer or assignment in
      blank, all in form and substance satisfactory to the Collateral Agent.

                (b)     If the Pledgor shall receive, by virtue of the Pledgor's
        being or having been an owner of any Pledged  Collateral,  any (i) stock
        certificate (including, without limitation, any certificate representing
        a stock  dividend or  distribution  in  connection  with any increase or
        reduction of capital,  reclassification,  merger, consolidation, sale of
        assets,  combination  of shares,  stock  split,  spinoff or  split-off),
        promissory note or other instrument, (ii) option or right, whether as an
        addition  to,   substitution  for,  or  in  exchange  for,  any  Pledged
        Collateral,  or otherwise,  (iii) dividends payable in cash (except such
        dividends  permitted  to be retained by the Pledgor  pursuant to Section
        7(a) hereof) or in  securities  or other  property or (iv)  dividends or
        other distributions in connection with a partial or total liquidation or
        dissolution  or in  connection  with a  reduction  of  capital,  capital
        surplus  or  paid-in  surplus,  the  Pledgor  shall  receive  such stock
        certificate,  promissory note,  instrument,  option,  right,  payment or
        distribution  in trust for the benefit of the  Collateral  Agent,  shall
        segregate it from the  Pledgor's  other  property  and shall  deliver it
        forthwith to the Collateral  Agent in the exact form received,  with any
        necessary  indorsement  and/or appropriate stock powers duly executed in
        blank, to be held by the Collateral  Agent as Pledged  Collateral and as
further collateral security for the Obligations.                

        SECTION 5.      REPRESENTATIONS AND WARRANTIES.  The  Pledgor represents
and warrants as follows:                                                        

                (a)     The Pledgor (i) is a limited partnership duly organized,
        validly existing and in good standing under the laws of the state of its
        organization  as set forth on the  first  page  hereof  and (ii) has all
        requisite  power and  authority  to execute,  deliver  and perform  this
Agreement.                                                      

                (b)     The execution,  delivery and  performance by the Pledgor
        of this  Agreement  (i)  have  been  duly  authorized  by all  necessary
        partnership  action, (ii) do not and will not contravene its Partnership
        Agreement,  any  law  or  any  contractual  restriction  binding  on  or
        affecting  the  Pledgor or any of its  properties,  and (iii) do not and
        will not  result  in or  require  the  creation  of any  lien,  security
        interest or other charge or  encumbrance  upon or with respect to any of
        its  properties,  other  than in  favor  of the  Collateral  Agent.  The
        exercise by the  Collateral  Agent of its rights and remedies under this
        Agreement (including,  without limitation, the sale or other disposition
        of the Pledged  Shares)  will not violate  any  contractual  restriction
binding on or affecting the Pledgor or the Pledged Shares.      

                (c)     This Agreement  constitutes the legal, valid and binding
        obligation of the Pledgor, enforceable against the Pledgor in accordance
with its terms.                                                 

                (d)     The Pledged Shares are fully paid and nonassessable and,
        to the best of the Pledgor's  knowledge,  have been duly  authorized and
        validly  issued.  All  other  shares  of  stock   constituting   Pledged
        Collateral will be duly  authorized and validly  issued,  fully paid and
        nonassessable.  The  Pledgor  has  legally  and  beneficially  owned the
        Pledged  Shares  since  April 23,  1993.  The  information  set forth in
Schedule I hereto is true and correct.                          

                (e)     There is no action,  suit or  proceeding  pending or, to
        the Pledgor's  knowledge,  threatened or otherwise affecting the Pledgor
        before any court or other  governmental  authority or arbitrator that is
        reasonably likely to materially adversely affect the financial condition
        of the  Pledgor or the  Pledgor's  ability to  perform  its  obligations
hereunder and under the other Loan Documents.                   

                (f)     No  authorization or approval or other action by, and no
        notice to or filing with, any governmental authority or other regulatory
        body or any other Person is required for (i) the due execution, delivery
        and  performance  by the  Pledgor  of this  Agreement  or the other Loan
        Documents  to  which  the  Pledgor  is a party,  (ii)  the  grant by the
        Pledgor,  or the perfection,  of the security  interest  purported to be
        created  hereby in the Pledged  Collateral  or (iii) the exercise by the
Collateral Agent of any of its rights and remedies hereunder.   

                (g)     The  Pledgor  is and will be at all  times the legal and
        beneficial owner of the Pledged Collateral,  free and clear of any lien,
        security interest,  option or other charge or encumbrance except for the
        security  interest  created  by this  Agreement.  There is no  financing
        statement  naming  the  Pledgor  as  debtor  (or  similar  documents  or
        instrument of  registration  under the law of any  jurisdiction)  now on
        file or  registered  in any public  office  covering any interest of the
Pledgor in the Pledged Collateral.                              

                (h)     This  Agreement  creates a valid  security  interest  in
        favor of the Collateral Agent in the Pledged Collateral, as security for
        the Obligations. The Collateral Agent's having possession of the Pledged
        Shares and all other  certificates,  instruments  and cash  constituting
        Pledged  Collateral  from time to time results in the perfection of such
        security interest.  Such security interest is, or in the case of Pledged
        Collateral  in which the Pledgor  obtains  rights after the date hereof,
        will be, a  perfected,  first  priority  security  interest.  All action
        necessary or desirable to perfect and protect such security interest has
        been duly taken,  except for the Collateral Agent's having possession of
        certificates, instruments and cash constituting Pledged Collateral after
the date hereof.                                                

                (i)     The  information  on  Exhibit A hereto  (the  Restricted
Securities Statement) is accurate and complete.                 

                (j)     The Pledgor has  furnished the  Collateral  Agent with a
        true, correct and complete copy of the Registration Rights Agreement and
        each  other  registration  rights and other  agreement  in respect of or
        otherwise  affecting any of the Pledged  Shares in existence on the date
hereof.                                                         

        SECTION 6.      COVENANTS AS TO THE PLEDGED  COLLATERAL.  So long as any
of  the  Obligations  shall  remain  outstanding  or the  Bank  shall  have  any
Commitment  under either Credit  Agreement,  unless the  Collateral  Agent shall
otherwise consent in writing:                                                   

                (a)     RECORDS.   The  Pledgor  will  keep   adequate   records
        concerning the Pledged Collateral and permit the Collateral Agent or any
        agents or representatives of the Collateral Agent at any reasonable time
        and from time to time to examine and make copies of and  abstracts  from
such records.                                                   

                (b)     NOTICES.  The  Pledgor  will,  at  the  expense  of  the
        Pledgor,  promptly deliver to the Collateral Agent a copy of each notice
        or other communication received by it from any Governmental Authority or
        the Issuer in respect of the Pledged Collateral, together with a copy of
any reply by the Pledgor thereto.                               

                (c)     DEFEND  TITLE.  The Pledgor  will (at the expense of the
        Pledgor)  defend its right,  title and  interest  in and to the  Pledged
Collateral against the claims of any Person.                    

                (d)     FURTHER  ASSURANCES.  The Pledgor will, at the Pledgor's
        expense, at any time and from time to time, promptly execute and deliver
        all further  instruments  and documents and take all further action that
        may  be  necessary  or  desirable  or  that  the  Collateral  Agent  may
        reasonably  request in order (i) to perfect  and  protect  the  security
        interest created or purported to be created hereby (whether  pursuant to
        laws,  rules,  regulations or general  practices  currently in effect or
        adopted  subsequent to the date hereof);  (ii) to enable the  Collateral
        Agent to  exercise  and  enforce its rights and  remedies  hereunder  in
        respect of the Pledged Collateral  (including,  without  limitation,  by
        executing  one or more  Forms  144);  or (iii) to  otherwise  effect the
        purposes of this Agreement,  including,  without limitation:  (A) at the
        request  of the  Collateral  Agent,  marking  conspicuously  each of the
        records of the  Pledgor  pertaining  to the  Pledged  Collateral  with a
        legend,  in form and substance  satisfactory  to the  Collateral  Agent,
        indicating  that such  Pledged  Collateral  is subject  to the  security
        interest  created  hereby;  (B)  if  any  Pledged  Collateral  shall  be
        evidenced by a promissory  note or other  instrument  or chattel  paper,
        delivering  and pledging to the  Collateral  Agent  hereunder such note,
        instrument or chattel paper duly  indorsed and  accompanied  by executed
        instruments  of  transfer  or  assignment,  all in  form  and  substance
        satisfactory to the Collateral  Agent;  (C) delivering to the Collateral
        Agent  irrevocable  proxies  in respect of the  Pledged  Collateral  and
        executing  and filing such  financing  or  continuation  statements,  or
        amendments  thereto,  as may be  necessary  or  desirable  or  that  the
        Collateral  Agent may  request  in order to  perfect  and  preserve  the
        security  interest  created or purported to be created  hereby;  and (D)
        furnishing  to the  Collateral  Agent from time to time  statements  and
        schedules further  identifying and describing the Pledged Collateral and
        such other  reports in  connection  with the Pledged  Collateral  as the
  Collateral Agent may reasonably request, all in reasonable detail.

   (e)     TRANSFERS AND OTHER LIENS AND RESTRICTIONS.

                        (i)     The  Pledgor  will  not  (i)  sell,  assign  (by
        operation of law or otherwise),  exchange or otherwise dispose of any of
        the Pledged Collateral (except as permitted by Section 7(a) hereof);  or
(ii)                                                            

                        (ii)    The Pledgor will not sell any  securities of the
        same  class or  convertible  into the same  class of  securities  as the
        Pledged Shares,  whether or not such  securities are pledged  hereunder,
        and in the event of any such sale consented to by the  Collateral  Agent
        will furnish the  Collateral  Agent with a copy of any Form 144 filed in
        respect of such sale.  The  Pledgor  will cause any Person  with whom it
        shall be deemed one "person" for purposes of Rule 144(a)(2) (the Pledgor
        and all such parties being hereinafter  collectively  referred to as the
        "ATTRIBUTION  GROUP") to refrain from selling any securities of the same
        class or  convertible  into the same class of  securities as the Pledged
        Shares, whether or not such securities are pledged hereunder, and in the
        event of any such sale consented to by the Collateral Agent will furnish
        the  Collateral  Agent  with a copy of any Form 144 filed in  respect of
such sale.                                                      

                        (iii)   The  Pledgor  will  cooperate   fully  with  the
        Collateral Agent with respect to any sale by the Collateral Agent of any
        of  the  Pledged   Collateral   after  the  occurrence  and  during  the
        continuance  of  an  Event  of  Default,  including  full  and  complete
        compliance  with all  requirements  of Rule  144,  and will  give to the
        Collateral  Agent  all  information  and will do all  things  necessary,
        including the execution of all documents,  forms,  instruments and other
        items,  to comply with Rule 144 for the complete and  unrestricted  sale
and/or transfer of any or all of the Pledged Collateral.        

                (f)     LIEN. The Pledgor will not create or suffer to exist any
        (i) Lien upon or with  respect to any of the Pledged  Collateral  except
        for the  security  interests  created  by  this  Agreement  or (ii)  any
        contractual  restriction  on the  transferability  of any of the Pledged
        Collateral (including,  without limitation, any market standoff or other
        "lock-up"  agreement)  other than the  restriction  in the  Registration
        Rights  Agreement (as in effect on the date hereof),  which applies only
        to the  Pledgor  (and  not to any  sale or  disposition  of the  Pledged
Collateral by the Bank).                                        

                (g)     AGREEMENTS  AFFECTING  PLEDGED  COLLATERAL.  The Pledgor
        will not make or  consent  to any  amendment  or other  modification  or
        waiver with respect to any of the Pledged Collateral (including, without
        limitation,  to the Registration  Rights  Agreement),  or enter into any
        agreement or permit to exist any restriction  with respect to any of the
Pledged Collateral other than pursuant hereto.                  

                (h)     OTHER ACTIONS. The Pledgor will not take or fail to take
        any action that would in any manner  impair the value or  enforceability
      of the Collateral Agent's security interest in the Pledged Collateral.

        SECTION 7.      VOTING RIGHTS, DIVIDENDS, ETC. IN RESPECT OF THE PLEDGED
COLLATERAL; WITHDRAWAL AND SALE OF PLEDGED COLLATERAL.                          

                (a)     So long as no Event of Default or event  that,  with the
        giving of notice or lapse of time or both,  would constitute an Event of
Default shall have occurred and be continuing:                  

                        (i)     the Pledgor may  exercise any and all voting and
        other consensual rights pertaining to the Pledged Collateral in a manner
not inconsistent with the terms of this Agreement;              

                        (ii)    the  Pledgor  may receive and retain any and all
        dividends,  principal  or  interest  paid  in  respect  of  the  Pledged
        Collateral;  PROVIDED,  HOWEVER,  that  any and all  (A)  dividends  and
        interest  paid  or  payable  other  than  in cash  in  respect  of,  and
        instruments  and  other  property  received,   receivable  or  otherwise
        distributed  in respect of or in exchange  for,  any Pledged  Collateral
        (including,  without  limitation,  shares of stock or other  instruments
        issued in respect of any "spin-off" of any division or subsidiary of the
        Issuer),  (B) dividends and other  distributions paid or payable in cash
        in respect of any Pledged  Collateral  in  connection  with a partial or
        total  liquidation or  dissolution or in connection  with a reduction of
        capital, capital surplus or paid-in-surplus,  and (C) cash paid, payable
        or  otherwise  distributed  in  redemption  of, or in exchange  for, any
        Pledged  Collateral,  shall be, and shall  forthwith be delivered to the
        Collateral  Agent to hold as, Pledged  Collateral and shall, if received
        by the Pledgor,  be received in trust for the benefit of the  Collateral
        Agent,  shall be  segregated  from the  other  property  or funds of the
        Pledgor, and shall be forthwith delivered to the Collateral Agent in the
        exact form received with any necessary  indorsement  and/or  appropriate
        stock powers duly executed in blank, to be held by the Collateral  Agent
        as  Pledged  Collateral  and as  further  collateral  security  for  the
Obligations; and                                                

                        (iii)   the  Collateral  Agent will  execute and deliver
        (or cause to be executed and  delivered) to the Pledgor all such proxies
        and other  instruments  as the  Pledgor may  reasonably  request for the
        purpose of enabling  the Pledgor to exercise the voting and other rights
        that the Pledgor is entitled to exercise  pursuant to  paragraph  (i) of
        this Section 7(a) and to receive the dividends  that it is authorized to
   receive and retain pursuant to paragraph (ii) of this Section 7(a).

                (b)     Upon the  occurrence  and during the  continuance of any
Default or Event of Default:                                    

                        (i)     all rights of the Pledgor to exercise the voting
        and other consensual rights that the Pledgor would otherwise be entitled
        to exercise  pursuant to  paragraph  (i) of this  Section  7(a),  and to
        receive the dividends and interest payments and other distributions that
        the Pledgor would otherwise be authorized to receive and retain pursuant
        to paragraph  (ii) of this Section 7(a),  shall cease,  and (A) all such
        rights shall  thereupon  become vested in the  Collateral  Agent,  which
        shall  thereupon  have the sole right to exercise  such voting and other
        consensual  rights and to receive  and hold as Pledged  Collateral  such
        dividends and interest  payments,  and (B) the Pledgor shall execute and
        deliver all such proxies and other  instruments as the Collateral  Agent
        may reasonably  request for the purpose of enabling the Collateral Agent
        to exercise  the voting and other rights that it is entitled to exercise
pursuant to this Section 7(b)(i);                               

                        (ii)    without   limiting   the   generality   of   the
        foregoing,  the Collateral  Agent may at its option exercise any and all
        rights  of  conversion,  exchange,  subscription  or any  other  rights,
        privileges or options  pertaining to any of the Pledged Collateral as if
        it were the absolute owner thereof,  including,  without limitation, the
        right  to  exchange,  in its  discretion,  any  and  all of the  Pledged
        Collateral    upon   the    merger,    consolidation,    reorganization,
        recapitalization   or  other   adjustment   of  any  issuer  of  Pledged
        Collateral,  or upon the exercise by any issuer of Pledged Collateral of
        any right,  privilege or option  pertaining  to any Pledged  Collateral,
        and, in connection therewith,  to deposit and deliver any and all of the
        Pledged  Collateral  with any  committee,  depository,  transfer  agent,
        registrar or other designated agent upon such terms and conditions as it
may determine; and                                              

                        (iii)   all  dividends  and interest  payments and other
        distributions   that  are  received  by  the  Pledgor  contrary  to  the
        provisions  of  paragraph  (i) of this Section 7(b) shall be received in
        trust for the benefit of the Collateral Agent,  shall be segregated from
        the other funds of the Pledgor,  and shall be forthwith paid over to the
        Collateral  Agent as Pledged  Collateral in the exact form received with
        any necessary  indorsement and/or appropriate stock powers duly executed
        in  blank,  to be held by the  Collateral  Agent as  Pledged  Collateral
hereunder.                                                      

        SECTION 8.      ADDITIONAL PROVISIONS CONCERNING THE PLEDGED COLLATERAL.

                (a)     The Pledgor hereby  authorizes  the Collateral  Agent to
        file,  without the signatures of the Pledgor where permitted by law, one
        or more financing or continuation  statements,  and amendments  thereto,
        relating to the Pledged  Collateral.  The Collateral Agent hereby agrees
to notify the Pledgor promptly after any such filing.           

                (b)     The Pledgor hereby  irrevocably  appoints the Collateral
        Agent the Pledgor's  attorney-in-fact  and proxy, with full authority in
        the place and stead of the  Pledgor  and in the name of the  Pledgor  or
        otherwise,  from time to time in the Collateral Agent's  discretion,  to
        take any action and to execute  any  instrument  (at the  expense of the
        Pledgor) that the  Collateral  Agent may  reasonably  deem  necessary or
        advisable  to  accomplish  the  purposes  of this  Agreement  including,
        without  limitation,  (i) at any time and from time to time, to receive,
        indorse  and  collect  all  instruments  made  payable  to  the  Pledgor
        representing any  distribution in respect of any Pledged  Collateral and
        to give full discharge for the same, (ii) to complete,  execute and file
        a Form 144 with  respect to any of the Pledged  Collateral  and (iii) to
        receive, endorse and collect any drafts or other instruments,  documents
        and chattel paper  representing  any dividend or other  distribution  in
        respect of the Pledged  Collateral and, in addition to the foregoing and
        without  limitation:  (A) to ask,  demand,  collect,  sue for,  recover,
        compound,  receive and give  acquittance and receipts for moneys due and
        to become due under or in respect of any of the Pledged  Collateral  and
        to  receive,  indorse,  and  collect  any  drafts or other  instruments,
        documents and chattel paper in connection therewith; and (B) to file any
        claims  or take  any  action  or  institute  any  proceedings  that  the
        Collateral  Agent may deem  necessary or desirable for the collection of
        any of the Pledged  Collateral or otherwise to enforce the rights of the
        Collateral  Agent  with  respect  to  any  of  the  Pledged  Collateral;
        PROVIDED,  HOWEVER, that the Collateral Agent shall exercise such powers
  only during the occurrence and continuance of an Event of Default.

                (c)     If the Pledgor fails to perform any agreement  contained
        herein,  the Collateral  Agent  (immediately  after giving notice to the
        Pledgor) may itself perform,  or cause performance of, such agreement or
        obligation,  and  the  expenses  of the  Collateral  Agent  incurred  in
        connection therewith shall be payable by the Pledgor pursuant to Section
        10 hereof,  together  with interest from the date such expenses are paid
        by the  Collateral  Agent until repaid in full,  at the rate for overdue
        principal  under either Credit  Agreement (or, if each Credit  Agreement
        has been  terminated,  under  either  Term  Agreement),  all  payable on
demand.                                                         

                (d)     The powers  conferred on the Collateral  Agent hereunder
        are solely to protect its interest in the Pledged  Collateral  and shall
        not impose any duty upon it to exercise any such powers.  Except for the
        exercise of  reasonable  care to assure the safe  custody of any Pledged
        Collateral in its possession, the Collateral Agent shall have no duty or
        liability to preserve rights pertaining thereto and shall be relieved of
        all  responsibility  for the Pledged  Collateral upon surrendering it or
        tendering surrender of it to the Pledgor.  The Collateral Agent shall be
        deemed to have exercised reasonable care in the custody and preservation
        of the Pledged Collateral in its possession if the Pledged Collateral is
        accorded  treatment  substantially  equal to that the  Collateral  Agent
        accords its own property,  it being understood that the Collateral Agent
        shall not have responsibility for (i) ascertaining or taking action with
        respect to calls, conversions,  exchanges,  maturities, tenders or other
        matters  relating  to  any  Pledged  Collateral,   whether  or  not  the
        Collateral Agent has or is deemed to have knowledge of such matters,  or
        (ii) taking any necessary  steps to preserve  rights against any parties
with respect to any Pledged Collateral.                         

              (e)     The Collateral Agent may at any time in its discretion

                        (i)     subject  only  to the  revocable  rights  of the
        Pledgor under Section 7(a) hereof and so long as an Event of Default has
        occurred and is continuing,  without notice to the Pledgor,  transfer or
        register in the name of the Collateral  Agent or any of its nominees any
        or all of the Pledged  Collateral,  and (ii)  exchange  certificates  or
        instruments   constituting   Pledged   Collateral  for  certificates  or
instruments of smaller or larger denominations.                 

        SECTION 9.      REMEDIES UPON EVENT OF DEFAULT.  If any Event of Default
shall have occurred and be continuing:                                          

                (a)     The  Collateral  Agent may  exercise  in  respect of the
        Pledged  Collateral,  in addition to other rights and remedies  provided
        for herein or otherwise  available to it, all of the rights and remedies
        of a secured party on default under the Code then in effect in the State
        of New York  (whether or not the Code  applies to the  affected  Pledged
        Collateral);  and without limiting the generality of the foregoing, also
        may (i)  without  notice  except as  specified  below,  sell the Pledged
        Collateral  or any part  thereof  in one or more  parcels  at  public or
        private  sale, at any exchange or broker's  board or elsewhere,  at such
        price or prices and on such other terms as the Collateral Agent may deem
        commercially  reasonable.  The Pledgor agrees that, to the extent notice
        of sale  shall be  required  by law,  at least  10 days'  notice  to the
        Pledgor of the time and place of any public sale or the time after which
        any private sale is to be made shall constitute reasonable notification.
        The Collateral  Agent shall not be obligated to make any sale of Pledged
        Collateral   regardless  of  notice  of  sale  having  been  given.  The
        Collateral  Agent may  adjourn  any public or private  sale from time to
        time by announcement at the time and place fixed therefor, and such sale
        may,  without further notice,  be made at the time and place to which it
        was so adjourned. The Pledgor agrees to complete and execute one or more
        Forms 144, and to cooperate in the  completion  and  execution of one or
        more Forms 144 if completed and executed by the Collateral Agent, to the
        extent necessary or desirable to permit a sale of the Pledged Collateral
in compliance with Rule 144.                                    

                (b)     The  Pledgor  agrees  that in any  sale  of any  Pledged
        Collateral hereunder the Collateral Agent is hereby authorized to comply
        with any limitation or  restriction  in connection  with such sale as it
        may be advised by counsel is necessary  in order to avoid any  violation
        of applicable law, rule or regulation  (including,  without  limitation,
        compliance   with  such   procedures  as  may  restrict  the  number  of
        prospective  bidders  and  purchasers,  require  that  such  prospective
        bidders and purchasers  have certain  qualifications,  and restrict such
        prospective  bidders and  purchases  to persons who will  represent  and
        agree that they are  purchasing for their own account for investment and
        not  with  a  view  to  the  distribution  or  resale  of  such  Pledged
        Collateral),  or in order to obtain any required approval of the sale or
        of the purchasers by any governmental  regulatory authority or official,
        and the Pledgor further agrees that such compliance  shall not result in
        such  sale  being  considered  or  deemed  not to  have  been  made in a
        commercially reasonable manner, nor shall the Collateral Agent be liable
        or accountable to the Pledgor for any discount  allowed by reason of the
        fact that such Pledged  Collateral is sold in  compliance  with any such
limitation or restriction.                                      

                (c)     Notwithstanding the provisions of subsection (b) of this
        Section 9, the Pledgor  recognizes that the Collateral Agent may deem it
        impracticable  to effect a public sale of all or any part of the Pledged
        Collateral and that the Collateral  Agent may,  therefore,  determine to
        make  one or more  private  sales of any such  Pledged  Collateral  to a
        restricted  group of  purchasers  who will be obligated to agree,  among
        other things, to acquire such Pledged  Collateral for their own account,
        for  investment  and  not  with a view  to the  distribution  or  resale
        thereof.  The Pledgor  acknowledges that any such private sale may be at
        prices and on terms  less  favorable  to the seller  than the prices and
        other  terms  that  might  have  been  obtained  at a public  sale  and,
        notwithstanding  the foregoing,  agrees that such private sales shall be
        deemed to have been made in a  commercially  reasonable  manner and that
        the Collateral  Agent shall have no obligation to delay sale of any such
        securities  for the period of time necessary to permit the issuer of any
        securities   constituting   Pledged  Collateral  (the  "SECURITIES")  to
        register such  Securities  for public sale under the  Securities  Act of
        1933. The Pledgor further acknowledges and agrees that any offer to sell
        such  Securities  that has been (i) publicly  advertised  on a BONA FIDE
        basis in a newspaper or other publication of general  circulation in the
        financial  community  of New York,  New York (to the extent that such an
        offer  may  be  so  advertised  without  prior  registration  under  the
        Securities Act of 1933) or (ii) made  privately in the manner  described
        above to not less than  fifteen  BONA FIDE  offerees  shall be deemed to
        involve a "public sale" for the purposes of Section  9-504(3) of the UCC
        (or any successor or similar, applicable statutory provision) as then in
        effect in the State of New York,  notwithstanding that such sale may not
        constitute a "public  offering"  under the  Securities  Act of 1933, and
        that the Collateral  Agent may, in such event, bid for and purchase such
Securities.                                                     

                (d)     Any  cash  held  by  the  Collateral  Agent  as  Pledged
        Collateral  and all cash proceeds  received by the  Collateral  Agent in
        respect of any sale of,  collection from, or other realization upon, all
        or any part of the  Pledged  Collateral  may, in the  discretion  of the
        Collateral  Agent,  be held by the Collateral  Agent as collateral  for,
        and/or  then or at any time  thereafter  applied  (after  payment of any
        amounts  payable to the Collateral  Agent pursuant to Section 10 hereof)
        in whole or in part by the Collateral Agent against,  all or any part of
        the Obligations in such order as the Collateral  Agent shall elect.  Any
        surplus of such cash or cash proceeds held by the  Collateral  Agent and
        remaining  after  payment  in full of all of the  Obligations  after the
        termination of the  Commitments  shall be paid over to the Pledgor or to
such Person as may be lawfully entitled to receive such surplus.

SECTION 10.     INDEMNITY AND EXPENSES.                         

                (a)     The Pledgor  agrees to indemnify  the  Collateral  Agent
        from and against any and all claims, losses and liabilities  (including,
        without  limitation,  the  reasonable  fees,  client  charges  and other
        expenses of the Collateral  Agent's counsel) growing out of or resulting
        from  this  Agreement  or the  enforcement  of any of the  terms  hereof
        (including,  without limitation, the sale of Pledged Collateral pursuant
        to a public or private offering and each and every document  produced in
        furtherance  thereof),  except claims,  losses or liabilities  resulting
        solely and directly  from the  Collateral  Agent's  gross  negligence or
willful misconduct.                                             

                (b)     The  Pledgor  agrees to pay to the  Collateral  Agent on
        demand  the  amount  of any and all costs and  expenses,  including  the
        reasonable  fees and other  client  charges  of the  Collateral  Agent's
        counsel and of any experts and  agents,  that the  Collateral  Agent may
        incur in connection with (i) the  administration and termination of this
        Agreement, (ii) the custody,  preservation,  use or operation of, or the
        sale of,  collection from, or other realization upon, any of the Pledged
        Collateral  (including,  without limitation,  fees or commissions of any
        broker),  (iii) the exercise or  enforcement of any of the rights of the
        Collateral Agent  hereunder,  (iv) the failure by the Pledgor to perform
or observe any of the provisions hereof.                        

        SECTION 11.     NOTICES,  ETC.  All  notices  and  other  communications
provided for hereunder  shall be in writing and shall be mailed,  telegraphed or
delivered,  if to the Pledgor,  to the Pledgor at 900 Third Avenue,  31st Floor,
New York,  New York 10022,  [ REDACTED ], with a copy to Paul,  Weiss,  Rifkind,
Wharton &  Garrison,  1285  Avenue  of the  Americas,  New York New York  10019.
Attention:  Neale Albert, Esq.; if to the Collateral Agent, to it at its address
at NationsBank,  N.A., 101 South Tryon Street, Charlotte,  North Carolina 28255,
with copies to NationsBank,  N.A., 767 Fifth Avenue,  23rd Floor,  New York, New
York  10153-0083,  Attention:  Ms.  Jane R.  Heller,  Senior Vice  President,  [
REDACTED ], and  Schulte  Roth & Zabel,  900 Third  Avenue,  New York,  New York
10022, Attention:  Lawrence S. Goldberg,  Esq.; or as to any such Person at such
other address as shall be designated by such Person in a written  notice to such
other  Persons  complying as to delivery  with the terms of this Section 11. All
such notices and other  communications  shall be effective  (i) if mailed,  when
received or three days after mailing,  whichever is earlier; (ii) if telecopied,
when received; (iii) if telegraphed, when delivered to the telegraph company; or
(iv) if delivered, upon delivery.                                               

SECTION 12.     MISCELLANEOUS.                                  

                (a)     No amendment of any provision of this Agreement shall be
        effective  unless it is in  writing  and signed by the  Pledgor  and the
        Collateral Agent, and no waiver of any provision of this Agreement,  and
        no consent to any departure by the Pledgor therefrom, shall be effective
        unless it is in writing  and signed by the  Collateral  Agent,  and then
        such waiver or consent shall be effective only in the specific  instance
and for the specific purpose for which given.                   

                (b)     No  failure  on the  part  of the  Collateral  Agent  to
        exercise,  and no delay in exercising,  any right hereunder or under any
        other Loan  Document  shall operate as a waiver  thereof;  nor shall any
        single or  partial  exercise  of any such  right  preclude  any other or
        further  exercise thereof or the exercise of any other right. The rights
        and remedies of the Collateral  Agent  provided  herein and in the other
        Loan  Documents are cumulative and are in addition to, and not exclusive
        of, any rights or remedies provided by law. The rights of the Collateral
        Agent against the Pledgor under any Loan Document are not conditional or
        contingent on any attempt by the Collateral Agent to exercise any of its
        rights under any other Loan Document  against the Pledgor or against any
other Person.                                                   

                (c)     Any provision of this  Agreement  which is prohibited or
        unenforceable in any  jurisdiction  shall, as to such  jurisdiction,  be
        ineffective  to the  extent  of  such  prohibition  or  unenforceability
        without  invalidating  the  remaining  portions  hereof  or  thereof  or
        affecting the validity or  enforceability of such provision in any other
jurisdiction.                                                   

                (d)     This  Agreement  shall  create  a  continuing   security
        interest  in the Pledged  Collateral  and shall (i) remain in full force
        and effect until the payment in full or release of the  Obligations  and
        the termination of the  Commitments,  and (ii) be binding on the Pledgor
        and its successors and assigns and shall inure, together with all rights
        and remedies of the Collateral  Agent  hereunder,  to the benefit of the
        Collateral  Agent and its successors,  transferees and assigns.  Without
        limiting  the  generality  of clause (ii) of the  immediately  preceding
        sentence,  the Bank may not assign or otherwise  transfer its  interests
        hereunder or under any other Loan Document;  PROVIDED, HOWEVER, the Bank
        may assign or transfer,  as collateral  or otherwise,  any or all of its
        interest hereunder and under the other Loan Documents in accordance with
        the  applicable  provisions  of the other  Loan  Documents.  None of the
        rights or  obligations  of the  Pledgor  hereunder  may be  assigned  or
        otherwise   transferred   without  the  prior  written  consent  of  the
Collateral Agent.                                               

                (e)     Upon the satisfaction in full of the Obligations and the
        termination  of the  Commitments,  (i) this  Agreement  and the security
        interest  created  hereby shall  terminate and all rights to the Pledged
        Collateral  shall revert to the Pledgor,  and (ii) the Collateral  Agent
        will,  upon the  Pledgor's  request and at the  Pledgor's  expense,  (A)
        return to the Pledgor such of the Pledged  Collateral  as shall not have
        been sold or  otherwise  disposed  of or applied  pursuant  to the terms
        hereof and (B) execute and deliver to the Pledgor such  documents as the
Pledgor shall reasonably request to evidence such termination.  

                (f)     This  Agreement  shall be governed by and  construed  in
        accordance with the law of the State of New York,  except as required by
        mandatory  provisions  of law and except to the extent that the validity
        or  perfection  and the effect of perfection  or  non-perfection  of the
        security interest created hereby, or remedies  hereunder,  in respect of
        any  particular  Pledged  Collateral  are  governed  by  the  law  of  a
jurisdiction other than the State of New York.                  

                (g)     NOTHING IN THIS AGREEMENT IS INTENDED TO BE AN AMENDMENT
        OR MODIFICATION OF, OR LIMITATION OR RESTRICTION  UPON, ANY PROVISION OF
        THE CREDIT AGREEMENTS  (INCLUDING,  WITHOUT  LIMITATION,  THE BORROWERS'
        OBLIGATIONS  TO PAY THE  PRINCIPAL  OF AND  INTEREST  ON THE LOANS  MADE
        PURSUANT TO THE CREDIT  AGREEMENTS  UPON DEMAND),  AND THE PROVISIONS OF
        THE CREDIT  AGREEMENTS AND RELATED NOTES SHALL BE CONTROLLING  AND FULLY
        EFFECTIVE  REGARDLESS OF ANYTHING  HEREIN TO THE  CONTRARY.  THE PLEDGOR
        HEREBY  ACKNOWLEDGES  THAT THE BANK MAY,  AT ANY  TIME,  IN ITS SOLE AND
        ABSOLUTE DISCRETION, DEMAND PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE
        CREDIT  AGREEMENTS  AND THE RELATED  NOTES EVEN IF THE PLEDGOR HAS FULLY
COMPLIED WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

        SECTION 13.     SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent, all security interests and all obligations of the Pledgor hereunder shall
be  absolute  and  unconditional  irrespective  of (i) any lack of  validity  or
enforceability  of any Loan  Document  or any  other  agreement,  instrument  or
document  relating  thereto,  (ii) any  change in the  time,  manner or place of
payment of, or in any other term in respect  of, all or any of the  Obligations,
or any other  amendment or waiver of or consent to any  departure  from any Loan
Document or any other agreement,  instrument or document relating thereto, (iii)
any  exchange  or  release  of,  or  non-perfection  of any lien on or  security
interest  in,  any  collateral  for any of the  Obligations,  or any  release or
amendment or waiver of or consent to departure from any guaranty, for all or any
of the  Obligations  or  (iv)  any  other  circumstance  which  might  otherwise
constitute a defense available to, or a discharge of, the Borrower in respect of
any of their  obligations  under a Credit  Agreement or Term  Agreement,  or the
Pledgor in respect of any of the Obligations.                                   

        SECTION 14.     ARBITRATION.  ANY  CONTROVERSY OR CLAIM BETWEEN OR AMONG
THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING
ANY CLAIM  BASED ON OR ARISING  FROM AN ALLEGED  TORT,  SHALL BE  DETERMINED  BY
BINDING  ARBITRATION IN ACCORDANCE  WITH THE FEDERAL  ARBITRATION ACT (OR IF NOT
APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR
THE ARBITRATION OF COMMERCIAL  DISPUTES OF  J.A.M.S./ENDISPUTE  OR ANY SUCCESSOR
THEREOF  ("J.A.M.S."),  AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF
ANY  INCONSISTENCY,   THE  SPECIAL  RULES  SHALL  CONTROL.   JUDGMENT  UPON  ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,
TO  COMPEL  ARBITRATION  OF ANY  CONTROVERSY  OR CLAIM TO WHICH  THIS  AGREEMENT
APPLIES IN ANY COURT HAVING  JURISDICTION  OVER SUCH ACTION.                    

                        (i)     SPECIAL   RULES.   THE   ARBITRATION   SHALL  BE
        CONDUCTED  IN THE COUNTY OF PLEDGOR'S  OFFICE  REFERRED TO IN SECTION 11
        HEREOF AT THE TIME OF THE EXECUTION OF THIS  AGREEMENT AND  ADMINISTERED
        BY J.A.M.S.  WHO WILL APPOINT AN  ARBITRATOR;  IF J.A.M.S.  IS UNABLE OR
        LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,  THEN THE AMERICAN
        ARBITRATION  ASSOCIATION  WILL SERVE.  ALL ARBITRATION  HEARINGS WILL BE
        COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR  ARBITRATION;  FURTHER,  THE
        ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND
 THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

                        (ii)    RESERVATION   OF   RIGHTS.   NOTHING   IN   THIS
        ARBITRATION  PROVISION SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF
        ANY  OTHERWISE  APPLICABLE  STATUTES  OF  LIMITATION  OR REPOSE  AND ANY
        WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT, OR DOCUMENT; OR (II) BE
        A WAIVER BY THE COLLATERAL AGENT OF THE PROTECTION  AFFORDED TO IT BY 12
        U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT
        THE RIGHT OF THE  COLLATERAL  AGENT  HERETO  (A) TO  EXERCISE  SELF HELP
        REMEDIES  SUCH AS (BUT  NOT  LIMITED  TO)  SETOFF,  OR (B) TO  FORECLOSE
        AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,  OR (C) TO OBTAIN FROM
        A COURT  PROVISIONAL OR ANCILLARY  REMEDIES SUCH AS (BUT NOT LIMITED TO)
        INJUNCTIVE RELIEF,  WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER.
        THE COLLATERAL AGENT MAY EXERCISE SUCH SELF HELP RIGHTS,  FORECLOSE UPON
        SUCH PROPERTY,  OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE,
        DURING OR AFTER  THE  PENDENCY  OF ANY  ARBITRATION  PROCEEDING  BROUGHT
        PURSUANT TO THIS AGREEMENT.  NEITHER THIS EXERCISE OF SELF HELP REMEDIES
        NOR THE  INSTITUTION  OR  MAINTENANCE  OF AN ACTION FOR  FORECLOSURE  OR
        PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT
        OF ANY PARTY,  INCLUDING  THE CLAIMANT IN ANY SUCH ACTION,  TO ARBITRATE
        THE  MERITS  OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT  TO SUCH
REMEDIES.                                                       

        SECTION 15.     OTHER  AGREEMENTS.THIS  WRITTEN  AGREEMENT AND THE OTHER
LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.                                                                        

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         IN WITNESS  WHEREOF,  the  Pledgor  has  caused  this  Agreement  to be
executed and delivered by its duly  authorized  partners on the date first above
written.                                                                        

                           DWG ACQUISITION GROUP, L.P.

                By: Nelson Peltz
                                        --------------------------------
                                       Nelson Peltz, a General Partner

                 By: /s/ Peter May
                                        --------------------------------
                            Peter May, a General Partner

Acknowledged and Consented to:                                                  

NATIONSBANK, N.A., as collateral agent                                          
for itself and for NationsBank of Florida, N.A.                                 

--------------------                                                            
By: Jane R. Heller                                                              
Title: Senior Vice President                                                    

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AMENDMENT NO. 1 TO
PLEDGE AND SECURITY AGREEMENT 

        AMENDMENT  NO. 1 dated  January  31,  1996,  to the PLEDGE AND  SECURITY
AGREEMENT,  dated  January  25,  1996  (the  "PLEDGE  AGREEMENT"),  made  by DWG
ACQUISITION  GROUP,  L.P., a Delaware limited  partnership  (the "PLEDGOR"),  in
favor of  NATIONSBANK,  N.A.  (the "BANK"),  as  collateral  agent for the Bank,
NATIONSBANK OF FLORIDA,  N.A. (the "FLORIDA BANK") and the permitted  successors
and assigns of the Bank and the Florida Bank (in such capacity,  the "COLLATERAL
AGENT").                                                                        

        The  Pledgor  and  the  Collateral  Agent  are  parties  to  the  Pledge
Agreement, providing for the pledge to the Collateral Agent of, and the grant to
the  Collateral  Agent of a security  interest  in,  certain of the  outstanding
shares of capital stock issued by Triarc Companies, Inc., a Delaware corporation
("TRIARC"),  which are owned by the Pledgor,  as collateral security for certain
loans made by the Bank (the "LOANS") to Nelson Peltz,  Claudia Peltz,  Peter May
and Leni May and  certain  other  obligations.  The  Pledgor  desires  to pledge
additional  shares of the common stock of Triarc as collateral for the Loans and
other  obligations,  and the Collateral  Agent is willing to accept such pledge,
subject to the terms and conditions of the Loan Documents.                      

        NOW,  THEREFORE,  in  consideration  of the premises and the  agreements
herein  and in order to induce  the Bank to make and  maintain  the  Loans,  the
Pledgor hereby agrees with the Collateral Agent as follows:                     

        1.      DEFINITIONS.  All terms  used  herein  which are  defined in the
Pledge  Agreement  and not otherwise  defined  herein are used herein as defined
therein.                                                                        

        2.      SCHEDULE.  Schedule I of the Pledge  Agreement is hereby deleted
in its entirety,  and Annex A hereto is hereby substituted therefor. Any and all
references  to  Schedule I in the Pledge  Agreement  shall be deemed to refer to
Annex A hereto,  and all references to "Pledged  Shares" in the Pledge Agreement
shall mean the shares of stock described in item 1 of Annex A hereto.           

        3.      REPRESENTATIONS  AND WARRANTIES.  The Pledgor hereby  represents
and warrants to the Collateral Agent as follows:                                

                (a)     The  representations  and warranties made by the Pledgor
in the Pledge  Agreement  and in each other Loan Document to which it is a party
delivered to the Bank on or prior to the date hereof are true and correct on and
as of the date hereof as though made on and as of the date hereof (except to the
extent such representations and warranties expressly relate to an earlier date).
No Default or Event of Default has occurred and is  continuing,  or would result
from the execution and delivery of this Amendment No. 1.                        

                (b)     The Pledgor (i) is a limited partnership duly organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization  as set forth on the first page  hereof and (ii) has all  requisite
power and  authority  to  execute,  deliver and perform  this  Amendment  and to
perform the Pledge Agreement, as amended hereby.                                

                (c)     The execution,  delivery and  performance by the Pledgor
of this Amendment,  and the performance by the Pledgor of the Pledge  Agreement,
as amended hereby,  (i) have been duly  authorized by all necessary  partnership
action, (ii) do not and will not contravene its Partnership  Agreement,  any law
or any contractual restriction binding on or affecting the Pledgor or any of its
properties,  and (iii) do not and will not result in or require the  creation of
any lien,  security interest or other charge or encumbrance upon or with respect
to any of its  properties,  other  than in favor of the  Collateral  Agent.  The
exercise by the Collateral Agent of its rights and remedies under this Amendment
or under the Pledge Agreement, as amended hereby (including, without limitation,
the sale or other  disposition  of the  Pledged  Shares)  will not  violate  any
contractual  restriction  binding on or  affecting  the  Pledgor or the  Pledged
Shares.                                                                         

                (d)     Each of this  Amendment  and the  Pledge  Agreement,  as
amended  hereby,  constitutes  the legal,  valid and binding  obligation  of the
Pledgor, enforceable against the Pledgor in accordance with its terms.          

        4.      CONTINUED  EFFECTIVENESS  OF THE  PLEDGE  AGREEMENT.  Except  as
otherwise  expressly  provided  herein,  the Pledge Agreement and the other Loan
Documents to which the Pledgor is a party are, and shall continue to be, in full
force and effect and are hereby  ratified and  confirmed in all respects  except
that on and after the date hereof (i) all references in the Pledge  Agreement to
"this  Agreement",  "hereto",  "hereof",  "hereunder"  or words  of like  import
referring to the Pledge  Agreement shall mean the Pledge Agreement as amended by
this Amendment, and (ii) all references in the other Loan Documents to which the
Pledgor  is a party to the  "Triarc  Pledge  Agreement",  "thereto",  "thereof",
"thereunder"  or words of like import  referring to the Pledge  Agreement  shall
mean the Pledge  Agreement  as amended by this  Amendment.  Except as  expressly
provided  herein,  the execution,  delivery and  effectiveness of this Amendment
shall not  operate as a waiver of any right,  power or remedy of the  Collateral
Agent under the Pledge  Agreement or any other Loan  Document,  nor constitute a
waiver of any provision of the Pledge Agreement.                                

        5.      COUNTERPARTS.  This  Amendment  may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which shall be deemed to be an original,  but all of which taken  together shall
constitute one and the same agreement.                                          

        6.      HEADINGS.  Section  headings herein are included for convenience
of  reference  only and shall not  constitute a part of this  Amendment  for any
other purpose.                                                                  

        7.      GOVERNING  LAW.  This  Amendment   shall  be  governed  by,  and
construed in accordance with, the law of the State of New York.                 

        8.      AMENDMENT AS LOAN DOCUMENT.  The Pledgor hereby acknowledges and
agrees that this Amendment constitutes a "Loan Document." Accordingly,  it shall
be an Event of Default under each Credit Agreement if (i) any  representation or
warranty made by the Pledgor under or in connection  with this  Amendment  shall
have been untrue, false or misleading in any material respect when made, or (ii)
the  Pledgor  shall fail to perform or observe any term,  covenant or  agreement
contained in this Amendment.                                                    

        9.      EFFECTIVENESS. This Amendment shall become effective on the date
as of which the  Collateral  Agent  shall have  received  this  Amendment,  duly
executed by the Pledgor.                                                        

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        IN WITNESS WHEREOF, the parties  hereto have caused this Amendment to be
executed and delivered as of the date first above written.                      

           DWG ACQUISITION GROUP, L.P.

    By: /s/ Nelson Peltz
                        --------------------------------
                     Nelson Peltz, General Partner

 By: /s/ Peter May
                        --------------------------------
                  Peter May, General Partner

                      NATIONSBANK, N.A., as collateral agent

      By: /s/ Jane R. Heller
                        --------------------------------
      Jane R. Heller
                    Title: Senior Vice President

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                                                                        REDACTED

CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (the "AGREEMENT"),  dated as of January 18, 1996,
is  entered  into by and  between  PETER  MAY and LENI MAY,  each an  individual
residing in the State of New York (the "BORROWERS"),  and NATIONSBANK, N.A. (the
"BANK"), a national banking association.                                        

RECITALS

         The Borrowers have asked the Bank to make demand loans to the Borrowers
from time to time,  from the date hereof  through the date  preceding the second
anniversary of the date of this Agreement,  in an aggregate  principal amount at
any one time outstanding not to exceed $20,000,000.  The Bank is willing to make
such loans to the Borrowers on the terms and conditions  hereinafter  set forth.
Accordingly, each Borrower and the Bank hereby agree as follows.                

ARTICLE I 
DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1  CERTAIN  DEFINED  TERMS.  As used in this  Agreement,  the
following  terms  shall  have the  respective  meanings  indicated  below,  such
meanings to be applicable  equally to both the singular and plural forms of such
terms:                                                                          

         "ADJUSTED  COLLATERAL  VALUE" means the Margin Call  Percentage  of the
Collateral Value.                                                               

         "ADJUSTED LIBOR" means,  with respect to any Interest  Period,  (i) the
rate of interest per annum  (rounded  upward,  if necessary,  to the next higher
1/16th of one percent)  determined by the Bank, in accordance with its customary
general practice from time to time, to be the rate equal to the London Interbank
Offered Rate  (expressed as a percentage) for Dollar deposits as would be quoted
by the Bank for 11:00 a.m. London time, or as soon thereafter as practicable, on
the second  Business Day  immediately  preceding  the first day of such Interest
Period,  for a term  comparable to such Interest  Period,  (ii) as adjusted from
time  to  time  in the  Bank's  sole  discretion  for  then  applicable  reserve
requirements, deposit insurance assessment rates and other regulatory costs.    

         "APPLICABLE MARGIN" means [REDACTED]%.  "BASE RATE" means, for any day,
a rate per annum equal to the higher of (i) the Prime Rate for such day, or (ii)
the sum of one half of one percent  (1/2%) plus the Federal  Funds Rate for such
day.                                                                            

         "BOARD" means the Board of Governors of the Federal  Reserve  System of
the United States.                                                              

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which  commercial  banks in New York City,  New York, or in Charlotte,  North
Carolina,  are  authorized  or required  by law to close and, if the  applicable
Business  Day  relates to any  Interest  Period for which  interest on a Loan is
determined by reference to the Adjusted LIBOR rate, also includes a day on which
commercial banks are open for international business in London.                 

         "CLOSING  DATE"  means  the  date on  which  the  initial  Loan is made
hereunder  after all of the  conditions  precedent set forth in Article III have
been satisfied.                                                                 

         "COLLATERAL"  means  all  of the  property  (tangible  and  intangible)
purported to be subject to the lien or security interest purported to be created
by any mortgage, deed of trust, security agreement, pledge agreement, assignment
or other  security  document  heretofore or hereafter  executed by any Person as
security for all or any part of the Obligations.                                

         "COLLATERAL AGENT" means the Bank, acting as collateral agent under the
Triarc Pledge Agreement.                                                        

         "COLLATERAL  NOTES" means the  promissory  notes issued by Pechiney and
payable to the order of Peter May,  which are further  described in the Pechiney
Pledge Agreement.                                                               

         "COLLATERAL VALUE" means, with respect to any Collateral  consisting of
stock,  the amount  determined  by  multiplying  (i) the per share price of such
stock at the most recent close of trading on a trading  exchange or stock market
for such  stock,  times (ii) the number of shares of such stock held by the Bank
as  Collateral,  times (iii) the portion of such shares  allocable to Peter May,
which initially is onethird.                                                    

         "COMMITMENT" means the commitment of the Bank to make Loans pursuant to
Section 2.1 hereof in an aggregate principal amount not to exceed $20,000,000 at
any time outstanding,  as such amount may be reduced or terminated in accordance
with the terms and conditions of this Agreement.                                

         "DEFAULT"  means a condition or event  which,  after notice or lapse of
time  or  both,  would  constitute  an  Event  of  Default  (including,  without
limitation,  the obligation to prepay the Loans or provide additional collateral
pursuant to Section  2.5(a) or (b),  without  regard to whether any grace period
has elapsed).                                                                   

"DEFAULT RATE" has the meaning specified in Section 2.2.      

         "DEPOSITARY BANK" means NationsBank of Texas,  N.A., as depositary bank
pursuant to the Pechiney Pledge Agreement.                                      

         "DOLLARS"  and the sign "$" each mean lawful money of the United States
of America.                                                                     

         "DWG"  means  DWG   Acquisition   Group,   L.P.,  a  Delaware   limited
partnership.                                                                    

         "ELIGIBLE  INSTITUTION" means (i) a commercial bank organized under the
laws of the United States,  or any state thereof,  and having a combined capital
and surplus of at least $100,000,000;  or (ii) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country,  and having a combined  capital and  surplus of at least  $100,000,000,
provided  that  such bank is acting  through a branch or agency  located  in the
United States or an offshore branch outside the United States at which such bank
books loans bearing interest based on LIBOR and, in the case of a bank described
in either  clause  (i) or clause  (ii),  such bank is able to  deliver  Internal
Revenue Service Form 1001 or 4224 to the Bank with a copy to the Borrowers as of
the day such bank becomes an assignee or participant.                           

"EVENT OF DEFAULT" has the meaning specified in Section 6.1.  

         "FEDERAL  FUNDS RATE" means,  for any day, the rate per annum  (rounded
upward to the nearest 1/100th of 1%) equal to the weighted  average of the rates
on overnight  federal  funds  transactions  with members of the Federal  Reserve
System  arranged  by federal  funds  brokers on such day,  as  published  by the
Federal  Reserve Bank of New York on the Business Day next  succeeding such day,
PROVIDED  that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding  Business
Day, and (ii) if no such rate is so published on such next  succeeding  Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Bank on such day on such transactions as determined by the Bank.                

         "FLORIDA  AGENT"  means   NationsBank  of  Florida,   N.A.,  acting  as
collateral agent under the Pechiney Pledge Agreement.                           

         "GOVERNMENTAL  AUTHORITY" means any nation or government,  any federal,
state, city, town,  municipality,  county, local or other political  subdivision
thereof   or   thereto   and  any   department,   commission,   board,   bureau,
instrumentality,  agency  or other  entity  exercising  executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
and includes, without limitation, the SEC.                                      

         "INDEBTEDNESS"  means, with respect to any Person, (i) all indebtedness
or other  obligations  of such  Person for  borrowed  money or for the  deferred
purchase  price of property or  services,  (ii) all  obligations  of such Person
under  direct or  indirect  guaranties  in respect of, and  contingent  or other
obligations of such Person to purchase or otherwise  acquire or otherwise assure
a creditor against loss in respect of,  indebtedness or other obligations of any
other Person for borrowed  money or for the deferred  purchase price of property
or services, (iii) all indebtedness or other obligations of any other Person for
borrowed  money or for the  deferred  purchase  price of  property  or  services
secured by (or for which the holder of such  indebtedness has an existing right,
contingent or otherwise,  to be secured by) any lien, security interest or other
charge  or  encumbrance  upon or in  property  owned  by such  Person,  (iv) all
obligations  of such  Person to make  reimbursement  or  payment  in  respect of
letters of credit and bankers' acceptances,  and (v) the net liabilities of such
Person under all interest rate swap,  interest  rate collar,  interest rate cap,
interest  rate  floor,  forward  rate  agreements,   commodity  swaps  or  other
agreements or arrangements  designed to protect against fluctuations in interest
rates or  currency,  commodity  or equity  values,  each  calculated  on a basis
reasonably satisfactory to the Bank and in accordance with accepted practice.   

         "INTERCREDITOR  AGREEMENT" means an Intercreditor Agreement between the
Bank,  individually and as collateral  agent under the Triarc Pledge  Agreement,
and NationsBank of Florida, N.A., individually and as collateral agent under the
Pechiney Pledge Agreement,  acknowledged and consented to by Peter May, Leni May
and DWG.                                                                        

         "INTEREST PERIOD" means each one (1)-month period during which interest
on each Loan shall be calculated by reference to Adjusted  LIBOR,  determined as
of the second  Business Day before the  commencement  of that  Interest  Period;
PROVIDED, HOWEVER, that:                                                        

                  (i) each Interest  Period shall commence on the first day of a
               month  and  end on the  first  day in the  immediately  following
calendar month thereafter;                        

                  (ii) each subsequent Interest Period for a Loan shall commence
               on the last day of the immediately  preceding Interest Period and
               end on the first day in the immediately  following calendar month
thereafter; and                                   

                  (iii) any Interest Period which would otherwise  extend beyond
     the Termination Date shall end on the Termination Date.

         "LETTERS OF CREDIT" means the transferable  letters of credit issued by
Banque  Nationale de Paris,  New York Branch in favor of NationsBank of Florida,
N.A., in support of the  Collateral  Notes,  which are further  described in the
Pechiney Pledge Agreement.                                                      

         "LIEN" means any lien, mortgage,  pledge, security interest,  charge or
similar  encumbrance of any kind (including any conditional  sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any security interest).                                                         

         "LOAN"  means each demand loan made by the Bank to a Borrower  pursuant
to Section 2.1 hereof.                                                          

         "LOAN  DOCUMENTS"  means this  Agreement,  the Note,  the Triarc Pledge
Agreement,  the Pechiney Loan Agreement,  the Pechiney Pledge  Agreement and all
other  instruments,  agreements  and  other  documents  executed  and  delivered
pursuant hereto or thereto.                                                     

"LOAN PARTIES" means the Borrowers and DWG.                   

         "MARGIN CALL  PERCENTAGE"  means 70%, subject to decrease in accordance
with Section 2.5(d) hereof.                                                     

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on any of (a)
the business, properties or prospects of any Loan Party , (b) the ability of any
Loan  Party to perform  any of the  obligations  of such Loan  Party  under this
Agreement  or any of the other Loan  Documents,  (c) the  legality,  validity or
enforceability  of this  Agreement or any of the other Loan  Documents,  (d) the
rights and  remedies of the Bank under this  Agreement  or any of the other Loan
Documents, or (e) the creation, perfection or priority of security in or lien on
any of the Collateral, securing the payment of any of the Obligations.          

         "NOTE" means a demand  promissory note of the Borrowers,  substantially
in the form of Exhibit A hereto,  evidencing the Indebtedness resulting from the
making of the Loans and delivered to the Bank pursuant to Article III hereof, as
such demand  promissory  note may be modified or extended from time to time, and
any promissory note or notes issued in exchange or replacement therefor.        

         "OBLIGATIONS"  means (i) the obligation of the Borrowers to pay, as and
when due and payable (on demand, by mandatory prepayment,  by scheduled maturity
or  otherwise),  all  amounts  from time to time owing by them in respect of any
Loan Document, whether for principal,  interest, fees or otherwise, and (ii) the
obligations  of  the  Borrowers  to  perform  or  observe  all  of  their  other
obligations from time to time existing under any Loan Document.                 

         "ORIGINAL  ADVANCE  PERCENTAGE"  means  65%,  subject  to  decrease  in
accordance with Section 2.5(d) hereof.                                          

         "PARTNERSHIP  AGREEMENT" means the Agreement of Limited  Partnership of
DWG dated as of September  25, 1992,  as amended by Amendment  No. 1 dated as of
November 15, 1992,  Amendment  No. 2 dated as of March 1, 1993,  Amendment No. 3
dated as of April 14, 1993,  and Amendment No. 4 dated as of January 1, 1995, by
and among Nelson  Peltz and Peter May, as general  partners,  and Nelson  Peltz,
Peter May and Leon Kalvaria, as limited partners, of DWG.                       

"PECHINEY" means Pechiney Corporation, a Delaware corporation.

         "PECHINEY   COLLATERAL"  means  all  of  the  property   (tangible  and
intangible)  purported to be subject to the lien or security interest  purported
to be created by the Pechiney Pledge Agreement.                                 

         "PECHINEY LOAN  AGREEMENT"  means the Term Loan  Agreement  dated as of
July 29, 1994, between Peter May and NationsBank of Florida, N.A., as amended or
otherwise modified from time to time.                                           

         "PECHINEY  PLEDGE  AGREEMENT"  means the  Amended and  Restated  Pledge
Agreement dated July 29, 1994, as amended and restated on January 18, 1996, made
Peter May as Pledgor in favor of  NationsBank  of  Florida,  N.A.,  as agent for
itself and the Bank, in respect of certain  promissory  notes issued by Pechiney
and  letters  of  credit  supporting  such  promissory  notes  issued  by Banque
Nationale de Paris, New York Branch, as amended or otherwise  modified from time
to time.                                                                        

         "PECHINEY  PROCEEDS" means any principal of or interest on a Collateral
Note,  any  drawing  on a Letter of Credit or any  other  proceeds  received  in
respect of a Collateral Note or a Letter of Credit.                             

         "PERSON"  means  an  individual,   corporation,   partnership,  limited
liability company,  business trust,  association,  joint-stock  company,  trust,
unincorporated  organization,  joint venture or Governmental  Authority or other
regulatory body.                                                                

         "PLEDGED  SHARES" shall have the meaning assigned thereto in the Triarc
Pledge Agreement.                                                               

         "PRIME RATE" means the annual rate of interest  announced  from time to
time as the Bank's "prime"  lending rate (which the Borrowers  acknowledge  does
not  necessarily  represent the best or most favored rate offered by the Bank to
its  best or any  particular  customers).  Whenever  applicable  to a Loan,  the
floating  interest rate shall be adjusted  automatically  as and when the Bank's
Prime Rate shall change on any business day(s).                                 

         "REGULATION D" means  Regulation D of the Board, as in effect from time
to time, or any regulation of the Board that replaces Regulation D.             

         "REGULATIONS G, T, U OR X" means  Regulations G, T, U or X of the Board
as in effect from time to time,  or any  regulation  of the Board that  replaces
Regulation G, T, U or X                                                         

         "RULE 144" means Rule 144  promulgated  by the  Securities and Exchange
Commission under the Securities Act of 1933.                                    

         "SEC" means the Securities and Exchange  Commission or any  replacement
national securities exchange.                                                   

         "SIGNING  DATE"  means the date that this  Agreement  is  executed  and
delivered by the Borrowers.                                                     

         "TERMINATION DATE" means January 18, 1998 or such earlier date on which
the Commitment  shall be terminated  pursuant to this Agreement.  "TRIARC" means
Triarc Companies, Inc., a Delaware corporation.                                 

         "TRIARC COLLATERAL" means all of the property (tangible and intangible)
purported to be subject to the lien or security interest purported to be created
by the Triarc Pledge Agreement.                                                 

         "TRIARC PLEDGE AGREEMENT" means the Pledge and Security  Agreement made
by DWG in favor of the Collateral  Agent, as agent for itself and NationsBank of
Florida,  N.A.,  in  respect  of certain  shares of stock  issued by Triarc,  as
amended or otherwise modified from time to time.                                

         Section 1.2  COMPUTATION  OF TIME  PERIODS.  In this  Agreement  in the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
means  "to but  excluding".                                                     

         Section 1.3  ACCOUNTING  AND OTHER TERMS.  Unless  otherwise  expressly
stated  herein,  all  accounting  terms  used in this  Agreement  which  are not
otherwise  defined herein shall be construed in accordance with sound accounting
principles  applied on a basis  consistent with those used in the preparation of
the financial  statements  referred to in Section 4.10(a) hereof. All terms used
in this Agreement which are defined in Article 9 of the Uniform  Commercial Code
in  effect  in the  State of New  York on the  date  hereof  and  which  are not
otherwise  defined  herein  shall  have the same  meanings  herein  as set forth
therein.  Any gender specific term is applicable to both genders, as the context
may require, whenever used herein.                                              

ARTICLE II
THE LOANS 

         Section  2.1  MAKING  THE  LOANS.  The Bank  agrees,  on the  terms and
conditions  hereinafter  set  forth,  to make  Loans to the  Borrowers  from the
Closing Date to the Termination Date in an aggregate principal amount at any one
time outstanding not to exceed the amount of the Commitment. The Bank shall have
no obligation to make a Loan if the sum of the aggregate principal amount of the
outstanding  Loans plus the principal amount of such requested Loan would exceed
the amount equal to the Original  Advance  Percentage of the  Collateral  Value.
Each Loan shall be in an amount  equal to $100,000  or an  integral  multiple of
$100,000 in excess thereof, and shall be made on at least one Business Day prior
written  notice.  Each  request  for a Loan (a "NOTICE OF  BORROWING")  shall be
irrevocable,  shall be signed by either Borrower (it being  understood that only
the  signature  of one  Borrower  shall be  required)  and shall be in  writing,
substantially  in the form of  Exhibit B hereto,  specifying,  INTER  ALIA,  the
proposed amount of such Loan and the Business Day for such Loan. On the Business
Day specified and upon  fulfillment of the  applicable  terms and conditions set
forth in  Article  III  hereof,  the Bank  will make the  proceeds  of such Loan
available to the Borrowers by crediting  Account  Number [ REDACTED ] maintained
with NationsBank of Florida,  N.A., at its office in Charlotte,  North Carolina,
not later than 2:00 P.M. (Charlotte time) on such date. Within the limits of the
Commitment,  the  Borrowers  may borrow,  prepay and  reborrow  pursuant to this
Article II until the Termination Date.                                          

         Section 2.2 INTEREST.  The outstanding  principal  balance of each Loan
will bear  interest at a rate per annum equal at all times during each  Interest
Period  to the sum of the  Adjusted  LIBOR  for such  Interest  Period  plus the
Applicable  Margin,  from the date of the making of such Loan until such Loan is
paid in full,  except that after the occurrence and during the continuance of an
Event of Default, each Loan shall bear interest at a rate per annum equal to the
sum of (i) the Prime  Rate in effect  from time to time,  plus (ii)  [REDACTED]%
(the  "DEFAULT  RATE").  Interest  on each Loan  shall be paid in arrears on the
first day of each month (in the absence of prior  demand) and upon the repayment
of any principal amount of any Loan for any reason.                             

         Section 2.3 REPAYMENT.  The Borrowers  will repay the unpaid  principal
amount of and  accrued  interest  on the Loans UPON  DEMAND by the Bank.  In the
absence of a prior  demand  (but  without  limiting  the Bank's  right to make a
demand at any time in its sole and absolute  discretion) the principal amount of
and  accrued  interest on the Loans shall in any event be due and payable on the
Termination Date.                                                               

         Section 2.4  OPTIONAL  PREPAYMENT.  Any Borrower may prepay any Loan in
whole at any time or in part from time to time, without penalty or premium, each
such prepayment to be accompanied by the payment of accrued interest to the date
of such  prepayment  on the  amount  prepaid,  PROVIDED  that (i)  each  partial
prepayment  shall be in a  principal  amount  equal to  $100,000  or an integral
multiple thereof, (ii) a Borrower shall give the Bank irrevocable written notice
at least one Business  Day prior to the date of the  prepayment  of a Loan,  and
(iii) after  giving  effect to any partial  prepayment  of a Loan the  principal
amount  thereof  remaining  outstanding  shall not be less than  $100,000  or an
integral  multiple  thereof.  Each notice of prepayment shall be irrevocable and
shall specify the date and the amount of the  prepayment  and identify the Loans
to be prepaid.  Any amount of principal of a Loan prepaid may be  reborrowed  in
accordance with Section 2.1 hereof.                                             

         Section 2.5 MANDATORY  PREPAYMENT.  (a) If at any time the Bank, in its
sole discretion, determines that the transactions contemplated by this Agreement
or any of the other Loan Documents  violate any provision of Regulations G, T, U
or X, the  Borrowers  will,  upon five (5) day's  written  notice from the Bank,
either  (A)  prepay  the Loans by an amount  sufficient  such  that,  after such
prepayment, the transactions contemplated by the Loan Documents will not violate
any provision of Regulations G, T, U or X (as determined by the Bank in its sole
discretion),  or (B) provide for a grant to the Bank, as collateral security for
the  Loans and all other  Obligations,  a  perfected,  first  priority  security
interest  in, and lien on,  additional  collateral  that is in such  amounts and
having  such  market  values,  liquidity,  volatility,  marketability  and other
characteristics  as  the  Bank  may  in  its  sole  discretion  determine  to be
sufficient to cause, after the grant of such additional  security interest,  the
transactions  contemplated by the Loan Documents not to violate any provision of
Regulations G, T, U or X (and in connection with such grant,  the Borrowers will
execute and deliver  such  agreements,  instruments,  legal  opinions  and other
documents as the Bank may reasonably request).                                  

                (b)     So long as any  Obligation  is  outstanding  or the Bank
shall have any Commitment  hereunder,  the Borrowers will, unless the Bank shall
otherwise  consent  in  writing,   maintain  as  collateral   security  for  the
Obligations Triarc Collateral with an Adjusted Collateral Value in excess of the
unpaid principal balance of the Obligations.  If at any time the Bank determines
that the aggregate  principal amount of the outstanding  Loans equals or exceeds
an amount equal to the Margin Call  Percentage  of the  Collateral  Value of the
Triarc  Collateral,  the Borrowers will, upon five (5) days' written notice from
the Bank,  either (i) prepay the Loans by an amount  sufficient such that, after
such prepayment,  the aggregate  principal amount of the outstanding  Loans does
not exceed the amount equal to the Original Advance Percentage of the Collateral
Value of the Triarc  Collateral  or (ii)  provide for a grant to the  Collateral
Agent,  as  collateral  security  for the  Loans and all  other  Obligations,  a
perfected,  first  priority  security  interest  in,  and  lien  on,  additional
collateral  that is in such  amounts and having such market  values,  liquidity,
volatility,  marketability and other characteristics as the Bank may in its sole
discretion  determine  to be  sufficient  to  cause,  after  the  grant  of such
additional security interest,  the aggregate principal amount of the outstanding
Loans not to exceed  the  amount  equal to the sum of (A) the  Original  Advance
Percentage of the then current Collateral Value of the Triarc  Collateral,  plus
(B) the loan value  assigned by the Bank (in its sole  discretion)  to any other
Collateral  provided to the Collateral  Agent pursuant to clause (ii) above (and
in  connection  with such grant,  the  Borrowers  will  execute and deliver such
agreements,  instruments,  legal  opinions  and other  documents as the Bank may
reasonably request).                                                            

                (c)     If on any  date (i) the sum of the  aggregate  principal
amount of  outstanding  Loans  exceeds  (ii) the amount of the  Commitment,  the
Borrowers shall immediately  prepay the Loans in an amount equal to such excess.
It is  understood  and agreed that after  payment of all  obligations  under the
Pechiney Loan Agreement, an amount equal to any proceeds of the Collateral Notes
and  Letters  of  Credit  will be used  to  satisfy,  among  other  things,  any
prepayment obligation arising under this subsection as a result of a decrease of
the amount of the Original Advance Percentage or Margin Call Percentage pursuant
to Section 2.5 hereof.                                                          

                (d)     It is understood and agreed that upon any payment of the
principal  amount of one or more Collateral Notes or the proceeds of any drawing
in respect of the Stated  Amount/Principal  (as defined in any Letter of Credit)
of a Letter of Credit, the Bank may at any time thereafter decrease the Original
Advance  Percentage  and the Margin Call  Percentage  (in either  case,  to such
percentage  as the Bank may in its sole and absolute  discretion  determine)  by
giving either Borrower notice of such revised percentage.                       

                (e)     Each  prepayment of a Loan shall be  accompanied  by the
payment  of  accrued  interest  to the  date of such  prepayment  on the  amount
prepaid, and shall be subject to the provisions of Section 2.12 hereof.         

         Section 2.6 OPTIONAL COMMITMENT REDUCTION. Either Borrower may, upon at
least two Business  Days' notice to the Bank,  terminate  the  Commitment at any
time or reduce the amount of the Commitment  from time to time during the period
from the date hereof to and including the Termination  Date,  PROVIDED that each
such reduction  shall be in an amount equal to $100,000 or an integral  multiple
thereof,  and the amount of the Commitment  after any reduction shall be greater
than or equal to the aggregate principal amount of all Loans then outstanding.  

         Section 2.7 EVIDENCE OF CREDIT EXTENSIONS. The Loans shall be evidenced
by the Note. The Bank shall record  advances and principal  payments  thereof on
the grid  attached  thereto or, at its option,  in its  records,  and the Bank's
record thereof shall be conclusive absent  demonstrable  error.  Notwithstanding
the foregoing, the failure to make or an error in making a notation with respect
to any Loan or any payment shall not limit or otherwise  affect the  Obligations
of the Borrowers hereunder or under the Note.                                   

         Section 2.8 PAYMENT. Payment of principal,  interest and any other sums
due under  this  Agreement  or under the Note shall be made  without  set-off or
counterclaim  in  dollars  and in  immediately  available  funds on the day such
payment is due not later than 12:00 Noon New York time.  All sums received after
such time  shall be  deemed  received  on the next  Business  Day and  principal
payments or sums (other than interest) due hereunder  shall bear interest for an
additional day. All payments shall be made to the Bank, if by wire transfer,  to
NationsBank, N.A., One NationsBank Plaza, Charlotte, NC 28255, ABA [ REDACTED ],
Credit Account: [ REDACTED ], Re: Loan Payment for Peter May, with a Loan Number
to be specified  by the Bank,  Special  Instructions:  Contact [ REDACTED ] upon
receipt;  if by mail,  to  NationsBank,  N.A.,  P.O.  Box 70520,  Charlotte,  NC
28272-0520;  or to such other address as the Bank may advise either  Borrower in
writing.                                                                        

Section 2.9 COMPUTATIONS OF INTEREST; BUSINESS DAY.           

                (a)     All  computations  of interest  under this Agreement and
the Note shall be made on the basis of a year of three  hundred  sixty (360) and
actual days elapsed.  Interest  shall accrue on each Loan  outstanding  from and
including  the date such Loan is made by the Bank to but  excluding  the date on
which such Loan is repaid.                                                      

                (b)     Payment of all amounts due hereunder  shall be made on a
Business  Day. Any payment due on a day that is not a Business Day shall be made
on the next  Business  Day unless the next  Business  Day would fall in the next
calendar  month,  in which case such  payment  shall be made on the Business Day
immediately preceding the due date.                                             

Section  2.10  INCREASED  COSTS,  ETC.                        

                (a)     If, after the date of this Agreement,  due to either (i)
the  introduction  of or any  change in or in the  interpretation  of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other  Governmental  Authority (whether or not having the force of law),
there  shall be any (x) change in the basis of  taxation of payments to the Bank
of the  principal of or interest on any Loan  (excluding  changes in the rate of
tax  payable  on the Bank's  overall  income  and bank  franchise  taxes) or (y)
imposition  or change in any reserve or similar  requirement,  and the result of
any of the  foregoing is an increase in the cost to the Bank of agreeing to make
or making,  funding or  maintaining  the Loans (which is not otherwise  included
pursuant to clause (ii) of the definition of Adjusted LIBOR in its determination
of Adjusted  LIBOR),  then the Borrowers shall from time to time, upon demand by
the Bank, pay to the Bank an additional amount sufficient to compensate the Bank
for such increased  cost. A certificate as to the amount of such increased cost,
submitted to either Borrower by the Bank shall be conclusive and binding for all
purposes, absent demonstrable error.                                            

                (b)     If the Bank  determines  that compliance with any law or
regulation  or  any  guideline  or  request  from  any  central  bank  or  other
Governmental Authority (whether or not having the force of law) affects or would
affect the amount of capital  required or expected to be  maintained by the Bank
or any  corporation  controlling the Bank and that the amount of such capital is
increased by or based upon the existence of the Loans or the Bank's  Commitment,
then the Borrowers shall, upon demand by the Bank, pay to the Bank an additional
amount  sufficient to compensate  the Bank or such  corporation  in the light of
such  circumstances,  to the extent  that the Bank  reasonably  determines  such
increase in capital to be allocable to the  existence of the Loans or the Bank's
Commitment.  A certificate as to such amounts  submitted to the Borrowers by the
Bank shall be  conclusive  and binding  for all  purposes,  absent  demonstrable
error.                                                                          

                (c)     Prior to making any demand for  compensation  under this
Section 2.10,  (i) the Bank will use  reasonable  efforts  (consistent  with its
internal policy and legal and regulatory  restrictions)  to file any certificate
or document requested by a Borrower or to change the jurisdiction of its lending
office if the  making of such a filing or change  would  avoid the need for,  or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the  judgment of the Bank,  be  otherwise  disadvantageous  to the
Bank,  and (ii) the Bank will permit the  Borrowers to prepay all or any part of
the affected Loans, together with interest to the date of payment and payment of
funding  losses  pursuant to Section 2.12,  PROVIDED  that nothing  herein shall
relieve  the  Borrowers  from  their  obligations  to  compensate  the  Bank for
increased  costs or reduced  return  incurred prior to the taking of the actions
contemplated by clauses (i) and (ii) above.                                     

         Section  2.11  ILLEGALITY.  If, after the date of this  Agreement,  the
adoption of any applicable law, rule or regulation, or any change in an existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof  by any  Governmental  Authority  charged  with  the  interpretation  or
administration  thereof, or compliance by the Bank with any request or directive
(whether  or not  having the force of law) of any such  Governmental  Authority,
makes it unlawful or impossible for the Bank to make,  maintain or fund any Loan
at an  interest  rate based on Adjusted  LIBOR,  the Bank shall  forthwith  give
notice  thereof to the  Borrowers,  whereupon the obligation of the Bank to make
Loans at a rate  based on  Adjusted  LIBOR  shall be  suspended  until  the Bank
notifies the Borrowers that the circumstances  giving rise to such suspension no
longer exist. The Bank will use reasonable efforts (consistent with its internal
policy  and  legal  and  regulatory  restrictions)  to file any  certificate  or
document  requested by a Borrower or to change the  jurisdiction  of its lending
office if the  making of such a filing or change  would  avoid the need for,  or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the  judgment of the Bank,  be  otherwise  disadvantageous  to the
Bank.  If the  Bank  makes a  reasoned  determination  that it may not  lawfully
continue to  maintain  and fund any Loan to maturity at a rate based on Adjusted
LIBOR and so specifies in such notice,  then  effective on the date specified in
such notice each  affected  Loan shall bear  interest at the Base Rate in effect
from time to time, payable monthly in arrears (in the absence of prior demand). 

         Section 2.12 FUNDING LOSSES.  The Borrowers agree to reimburse the Bank
and to hold  the Bank  harmless  from any  loss or  expense  which  the Bank may
sustain or incur as a consequence of:                                           

                (a)     the  failure  of the  Borrowers  to make any  payment or
required  prepayment of principal of any Loan (including payments made after any
acceleration thereof);                                                          

                (b)     the  failure  of the  Borrowers  to make any  prepayment
permitted hereunder after giving notice thereof;                                

                (c)     the  repayment  of a Loan on a day which is not the last
day of an Interest Period (whether due to acceleration,  DEMAND,  or otherwise);
or                                                                              

                (d)     the  failure  for  any  reason  (other  than a  wrongful
default  by the Bank) of a Borrower  to borrow  any Loan  after  notice has been
given to the Bank in  accordance  with  Section 2.1 hereof  (whether or not such
notice is  withdrawn);                                                          

including any such loss or expense  arising from the liquidation or reemployment
of funds obtained by it to maintain the Loans hereunder at a rate based on LIBOR
or from fees  payable  to  terminate  the  deposits  from  which such funds were
obtained. Solely for purposes of calculating amounts payable by the Borrowers to
the Bank under this section, each Loan bearing interest at a rate based on LIBOR
(and each related  reserve,  special  deposit or similar  requirement)  shall be
conclusively  deemed to have been funded by a matching deposit in Dollars in the
interbank  eurodollar  market for a  comparable  amount  and for the  respective
Interest Period, whether or not such Loan was in fact so funded.                

         Section 2.13 UNAVAILABILITY. If the Bank determines that for any reason
adequate  and  reasonable  means do not  exist  for  ascertaining  LIBOR for any
Interest  Period,  the Bank will forthwith give notice of such  determination to
the Borrowers. Commencing at the end of each Interest Period then in effect, the
respective  Loan shall bear  interest  at the Base Rate  (rather  than at a rate
based on LIBOR) until the Bank revokes such notice in writing.                  

         Section 2.14 SPECIAL PREPAYMENT.  The provisions of Sections 2.10, 2.11
and 2.12 shall also apply to any assignee  permitted pursuant to Section 7.7 and
shall  apply  to any  unassigned  portion  of the  Loans  retained  by the  Bank
(regardless of whether the Bank may have sold a  participation  interest in such
retained portion to a participant  permitted pursuant to Section 7.7). If demand
for payment is made  pursuant to Section 2.10 or 2.12 or if notice of illegality
is given pursuant to Section 2.11,  whether by any such permitted assignee or by
the Bank on behalf of any such  permitted  participant,  then the  Borrowers may
prepay in full (but not in part) such  assignee's or  participant's  interest in
the Loans on the last day of the  Interest  Period  during which such demand for
additional amounts was made or during which such notice of illegality was given.
Any principal amount,  interest or increased costs received by any such assignee
or participant  pursuant to this Section 2.14 shall not be required to be shared
with the Bank and any other assignees or participants.                          

ARTICLE III 
CONDITIONS PRECEDENT

         Section 3.1  CONDITIONS TO INITIAL LOAN.  The obligation of the Bank to
make the initial Loan is subject to the condition  precedent that the Bank shall
have  received on or prior to the Closing Date the  following,  each in form and
substance  satisfactory  to the  Bank  and its  counsel  and,  unless  indicated
otherwise, dated the Closing Date:                                              

                (a)     AGREEMENT.  A copy of this  Agreement,  duly executed by
the Borrowers and dated as of the Signing Date.                                 

                (b)     NOTE. The Note, duly executed by the Borrowers and dated
the Signing Date.                                                               

                (c)     TRIARC PLEDGE  AGREEMENT.  The Triarc Pledge  Agreement,
duly executed by DWG and dated the Closing Date.                                

                (d)     PECHINEY   PLEDGE   AGREEMENT.   The   Pechiney   Pledge
Agreement, duly executed by Peter May and dated the Signing Date.               

                (e)     STOCK CERTIFICATES, ETC. (i) Original stock certificates
representing  the  shares of stock  pledged to the Bank  pursuant  to the Triarc
Pledge   Agreement,   together  with  an  undated  stock  power  for  each  such
certificate, duly executed in blank by an authorized representative of DWG, with
signature  medallion  guaranteed  (or,  if any such  shares are  uncertificated,
confirmation  and evidence that  appropriate  book entries have been made in the
relevant  books and  records  of the issuer of such  uncertificated  shares or a
financial  intermediary,  as the case may be, under  applicable  law), (ii) such
opinion of counsel and such  approving  certificate of the issuer of such shares
as the Bank may  reasonably  request in respect of complying  with any legend on
any such certificate or any other matter relating to such shares,  and (iii) any
registration  rights  agreement,  shareholders'  agreement  or other  agreement,
instrument or document  affecting any of the shares of stock pledged to the Bank
pursuant to the Triarc Pledge Agreement.                                        

                (f)     SEC FORM 144.  Ten copies of SEC Form 144,  undated  and
duly executed in blank by DWG.                                                  

                (g)     FORM U-1.  Federal  Reserve  Forms U-1  provided  for in
Regulation U issued by the Board, the statements made in which shall be such, in
the opinion of the Bank, as to permit the transactions  contemplated  hereby and
by the Pechiney Loan  Agreement in accordance  with such  Regulation,  dated the
Closing Date.                                                                   

                (h)     RESTRICTED SECURITIES STATEMENT. A Restricted Securities
Statement covering each Pledged Share, substantially in the form attached to the
Triarc Pledge Agreement, duly executed by DWG and dated the Signing Date.       

                (i)     REGISTRATION   RIGHTS   AGREEMENT.   A   copy   of   the
Registration Rights Agreement,  dated as of April 23, 1993, as amended,  between
Triarc and DWG, as amended to modify the holdback provision in Section 2.4(d)(i)
thereof, certified as of the Signing Date by Peter May.                         

                (j)     DWG  PARTNERSHIP  AGREEMENT.  A copy of the  Partnership
Agreement, duly certified as of the Signing Date by a partner of DWG.           

                (k)     DWG FINANCIAL STATEMENTS. A copy of the balance sheet of
DWG as at December 31, 1994,  duly certified as of the Signing Date by a partner
of DWG.                                                                         

                (l)     AMENDMENT.  An  amendment  dated the Signing Date to the
Term Loan Agreement dated as of July 29, 1994, between Peter May and NationsBank
of Florida, N.A. providing,  among other things, that any Event of Default under
this  Agreement  shall  constitute  an "Event of  Default"  under such Term Loan
Agreement.                                                                      

                (m)     PECHINEY COLLATERAL. Such notices and other documents as
the  Bank  may  reasonably  require  in  connection  with  the  securing  of the
Obligations  under  this  Agreement  with the  Pechiney  Collateral  (including,
without  limitation,  note  powers  (undated  and in  blank) in  respect  of the
Collateral  Notes,  notices to  Pechiney  with  respect to the  Pechiney  Pledge
Agreement and the payment of principal of the Collateral  Notes,  and the Escrow
Agreement (as defined in each Letter of Credit).                                

                (n)     FEES PAYABLE AT CLOSING.  The Borrowers shall pay to the
Bank (i) an arrangement fee equal to $[REDACTED],  and (ii) the reasonable legal
fees and other client charges and expenses of such counsel  (including,  without
limitation,  photocopying,  travel and word processing  charges) incurred by the
Bank in  connection  with its review of the Triarc  Collateral  and the Pechiney
Collateral and with the  preparation of this  Agreement,  the Note and the other
Loan  Documents,  negotiations in connection  therewith,  and research and other
related expenses.                                                               

                (o)     FINANCING    STATEMENTS.    Acknowledgment   copies   of
appropriate  financing  statements on Form UCC-1, duly executed by the Borrowers
and DWG and duly filed in such office or offices as may be necessary  or, in the
opinion of the Bank, desirable to perfect the security interests purported to be
created by the Pechiney Pledge Agreement and the Triarc Pledge Agreement.       

                (p)     LIEN REPORTS. Certified copies of requests for copies or
information on Form UCC-11,  listing all effective  financing  statements  which
name  either  Borrower  or DWG as debtor  and  which  are  filed in the  offices
referred to in  paragraph  (o) above,  together  with  copies of such  financing
statements, none of which, except as otherwise agreed to in writing by the Bank,
shall cover any of the Collateral.                                              

                (q)     INTERCREDITOR  AGREEMENT.  The  Intercreditor  Agreement
between the Bank and NationsBank of Florida, N.A., acknowledged and consented to
by Peter May and Leni May and DWG and dated the Signing Date.                   

                (r)     RESOLUTION   AGREEMENT.   A  copy   of  the   Resolution
Agreement,  dated as of May 1, 1992, as amended,  among Nelson Peltz,  Peter May
and Pechiney, as amended, certified as of the Signing Date by Peter May.        

                (s)     ESCROW AGREEMENT. A copy of the Escrow Agreement,  dated
as of  December  22,  1988,  as  amended,  among  Pechiney  Corporation,  Banque
Nationale de Paris,  New York Branch,  Nelson  Peltz,  Peter May and Bank of the
West, as escrow agent, certified as of the Signing Date by Peter May.           

                (t)     OPINION OF COUNSEL TO BORROWERS.  An opinion,  dated the
Closing  Date,  of the law firm of Paul,  Weiss,  Rifkind,  Wharton &  Garrison,
counsel to the Borrowers and DWG, in the form of Exhibit C hereto.              

         Section 3.2 CONDITIONS TO ALL LOANS. The obligation of the Bank to make
any  Loan is  subject  to the  conditions  precedent  that:                     

                (a)     The  following   statements   shall  be  true,  and  the
acceptance  of the  proceeds of such Loan by a Borrower  shall be deemed to be a
representation  and warranty of each Borrower on the date of such Loan that, (i)
the representations and warranties contained in Article IV of this Agreement and
in each other Loan Document and  certificate  or other writing  delivered to the
Bank pursuant  hereto on or prior to the date for such Loan are true and correct
on and as of such date as though  made on and as of such date;  (ii) no Event of
Default or Default  has  occurred  and is  continuing  or would  result from the
making  of such Loan to be made on such  date;  and  (iii) no  material  adverse
change in the  financial  condition,  properties  or prospects of any Loan Party
shall have  occurred and be  continuing  on the date of each request for a Loan;
and                                                                             

                (b)     The Bank shall have  received a Notice of  Borrowing  in
accordance with Section 2.1 hereof with respect to such Loan.                   

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

         Each  Borrower  represents  and warrants to the Bank that:  Section 4.1
GOOD  TITLE TO DWG  INTEREST.  Nelson  Peltz and Peter May are the sole  general
partners of DWG, which interests are owned free and clear of any Lien.  Schedule
4.1 hereto sets forth the name and interest of each other partner of DWG.       

         Section 4.2 NO INSOLVENCY PROCEEDINGS.  The Borrowers have no knowledge
of any insolvency  proceeding of any type instituted with respect to DWG, Triarc
or Pechiney.                                                                    

         Section 4.3 NO DEFAULT. No Default or Event of Default has occurred and
is continuing.                                                                  

         Section  4.4  ENFORCEABLE  OBLIGATIONS.  The  Borrowers  have the legal
capacity and right to execute,  deliver and perform this Agreement, the Note and
the other Loan Documents.  This Agreement, the Note and the other Loan Documents
constitute legal,  valid and binding  obligations of the Borrowers,  enforceable
against  each  Borrower  that  is a  party  thereto  in  accordance  with  their
respective terms.                                                               

         Section 4.5 NO LEGAL BAR. The  execution,  delivery and  performance of
this  Agreement,  the Note and the  other  Loan  Documents,  and the  borrowings
hereunder,   will  not  violate  any  law  or  regulation  (including,   without
limitation,  Regulations G, T, U or X) or any  contractual  obligation of either
Borrower  and will not result in the  creation  or  imposition  of a Lien on any
property  of a  Borrower,  other  than  security  interests  created by the Loan
Documents.                                                                      

         Section 4.6 NO  LITIGATION.  Except as disclosed on Schedule 4.6, there
is no  litigation or  proceeding  of or before any  arbitrator  or  Governmental
Authority  pending or  threatened  against  any Loan  Party (as to which  either
Borrower has received notice in writing) (a) with respect to this Agreement, any
Loan,  the use of the proceeds  thereof,  the Triarc  Collateral or the Pechiney
Collateral, or (b) which could reasonably be expected to have a Material Adverse
Effect.                                                                         

         Section 4.7 TAXES.  The Borrowers  have filed or caused to be filed all
tax returns  which are  required to be filed and have paid all taxes shown to be
due and payable on such returns or on any  assessments  made against them or any
of their property by any  Governmental  Authority  except to the extent any such
taxes are being contested in good faith and any exceptions thereto are set forth
on Schedule  4.7. No tax Lien has been filed with  respect to any  material  tax
liability  against either  Borrower,  and, to the Borrowers'  knowledge,  no tax
assessment is pending against either  Borrower,  except as set forth on Schedule
4.7.                                                                            

         Section 4.8 PARTNERSHIP AGREEMENT.  The Borrowers have delivered to the
Bank a true and correct copy of the Partnership  Agreement,  as in effect on the
date hereof.                                                                    

         Section 4.9 APPROVALS. No authorization or approval or other action by,
and no notice to or filing with, any Governmental  Authority or other regulatory
body,  and no consent of any other  Person,  is required for the due  execution,
delivery and  performance by either  Borrower of any Loan Document to which such
Person is a party.                                                              

         Section 4.10 FINANCIAL CONDITION. (a) The personal financial statements
(including  the notes  relating  thereto) of the Borrowers  dated  September 30,
1995, copies of which have been previously delivered to the Bank, fairly present
the financial condition of the Borrowers as at the date thereof,  and since such
date  there has been no  material  adverse  change in the  financial  condition,
properties or prospects of either Borrower.                                     

                (b)     The balance sheet of DWG as at December 31, 1994, copies
of which  have been  previously  delivered  to the  Bank,  fairly  presents  the
financial  condition  of DWG as at  such  date,  all in  accordance  with  sound
accounting  principles  consistently  applied, and since December 31, 1994 there
has been no material  adverse change in the financial  condition,  properties or
prospects of DWG (it being  understood  that any decrease in the per share price
of common stock of Triarc shall not  constitute  a material  adverse  change for
purposes of this paragraph).                                                    

         Section 4.11 REGULATION U. Such Borrower is not and will not be engaged
in the business of extending  credit for the purpose of  purchasing  or carrying
margin stock  (within the meaning of  Regulation U issued by the Board),  and no
proceeds of any Loan will be used for the purpose, whether immediate, incidental
or ultimate, of purchasing or carrying margin stock, or to refinance any loan or
other  Indebtedness  the  proceeds of which were used to purchase or carry,  any
margin  stock or to extend  credit to others for the  purpose of  purchasing  or
carrying any margin stock.                                                      

         Section  4.12  PURPOSE OF LOAN.  The proceeds of each Loan will be used
only for specific  investment  purposes,  but in no event shall such proceeds be
used for any investment  purpose  inconsistent  with Section 4.11 hereof,  or to
repay any Indebtedness  incurred to repay Indebtedness owed to any prior pledgee
of the Triarc  Shares that was secured  (directly  or  indirectly)  by shares of
stock of Triarc.                                                                

         Section 4.13 FULL  DISCLOSURE.  No Loan Document or schedule or exhibit
thereto, and no certificate,  report, statement or other document or information
furnished to the Bank in  connection  herewith or with the  consummation  of the
transactions  contemplated hereby, contains any material misstatement of fact or
omits to state a  material  fact or any fact  necessary  to make the  statements
contained herein or therein not misleading in light of the  circumstances  under
which they were made.  There is no fact known to any Borrower (other than public
information  as  to  matters  of a  general  economic  nature)  that  materially
adversely affects the financial  condition of a Borrower or DWG the value of any
of the  Collateral  that has not been  disclosed to the Bank in writing prior to
the Signing Date.                                                               

ARTICLE V 
COVENANTS 

         So long as any  Obligation  is  outstanding  or the Bank shall have any
Commitment  hereunder,  the  Borrowers  will,  unless the Bank  shall  otherwise
consent in writing:                                                             

         Section  5.1  FINANCIAL  STATEMENTS.  Deliver  to the  Bank in form and
detail satisfactory to the Bank:                                                

                (a)     as soon as available, but not later than sixty (60) days
after the end of each calendar quarter and for that portion of the calendar year
ending with such  quarter,  a statement  of assets and  liabilities  (including,
without limitation,  contingent liabilities) of the Borrowers as of the close of
such quarter, certified by the Borrowers to the best of their knowledge as being
true and complete in all material respects;                                     

               (b)     together with each statement of assets and liabilities,

                        (i) a letter  showing  which assets each  Borrower  owns
                individually,  which  assets  are  owned by the  other  Borrower
                individually   and  which  assets  are  owned   jointly  by  the
                Borrowers.  Such  assets  shall be valued on a basis  consistent
                with that used in the  preparation  of the  September  30,  1995
                statement of assets and liabilities,  except as explained in any
                notes to the quarterly  statement which such letter accompanies;
and                                             

                        (ii)  an  update  on  the  status  of the  audit  by the
                Internal  Revenue Service of the Borrower's  federal tax returns
                (which update may be included in the footnotes to such statement
                of assets  and  liabilities;  the level of  disclosure  for such
                updates will be sufficient  if the same as for previous  updates
included in such footnotes); and                

                (c)     as soon as  available  and in any event not more than 90
days after the end of each calendar  year, (i) a statement of personal cash flow
of the  Borrowers  for the  year  then  ended  and  projected  cash  flow of the
Borrowers  for the  following  year,  certified by the  Borrowers to the best of
their knowledge as being true and complete in all material respects,  and (ii) a
balance sheet of DWG, showing the financial  condition of DWG as of the close of
such  year  and  prepared  in  accordance  with  sound   accounting   principles
consistently  applied,  all certified by its partners as fairly  presenting  the
financial condition of DWG; and                                                 

                (d)     promptly upon request, such other information concerning
the  operations,   condition  (financial  or  otherwise),  business,  assets  or
prospects  of any  Loan  Party  as the Bank  from  time to time  may  reasonably
request.                                                                        

Section 5.2 NOTICES. Promptly notify the Bank of:             

          (a)     the occurrence of any Default or Event of Default;

                (b)     (i) any  breach or  non-performance  of, or any  default
under, any contractual  obligation of any Loan Party which could have a Material
Adverse Effect;  and (ii) any action,  suit,  litigation or proceeding which may
exist at any time which could  reasonably be expected to have a Material Adverse
Effect;                                                                         

                (c)     the commencement of, or any material development in, any
litigation or proceeding  affecting any Loan Party (i) which could reasonably be
expected to have a Material  Adverse Effect,  (ii) in which the relief sought is
an injunction or other stay of the  performance of this  Agreement,  the Note or
any other Loan Document or (iii) any litigation involving any of the Collateral;
and                                                                             

                (d)     any Material  Adverse  Effect  subsequent to the date of
the most recent  statement of assets and liabilities of the Borrowers  delivered
to the Bank pursuant to Section 5.1.                                            

Each notice pursuant to this section shall be accompanied by a written statement
signed by the  Borrowers,  setting forth details of the  occurrence  referred to
therein,  and stating  what action the  Borrowers  propose to take with  respect
thereto and at what time.  Each notice under Section  5.2(a) shall describe with
particularity the provisions of this Agreement,  the Note or other Loan Document
that have been breached.                                                        

         Section  5.3  PAYMENT  OF  OBLIGATIONS.  Pay  all  taxes,  assessments,
governmental  charges and other obligations when due, except as may be contested
in good faith or those as to which a bona fide dispute may exist.               

         Section  5.4 FURTHER  ASSURANCES.  Execute and deliver to the Bank such
further  instruments  and do such other further acts as the Bank may  reasonably
request to carry out more effectively the purposes of this Agreement,  the other
Loan Documents and any agreements and instruments referred to herein.           

         Section 5.5 DWG. Not permit DWG to (i)  conduct,  transact or otherwise
engage  in,  or  commit  to  conduct,  transact  or  otherwise  engage  in,  any
transaction,  business  or  operation  other than the  ownership  of the Pledged
Shares, (ii) incur, create,  assume or suffer to exist any Indebtedness or other
liabilities  or  obligations,  except  obligations  owing by it  under  the Loan
Documents to which it is a party,  (iii) create or suffer to exist any Lien upon
or with  respect  to any of its  properties,  whether  now  owned  or  hereafter
acquired,  or assign any right to receive  income , except for any Lien in favor
of the Bank,  (iv)  liquidate,  dissolve,  merge or  consolidate  with, or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of transaction),  any of its assets (whether now owned or hereafter acquired) to
any Person, (v) own, lease, manage or otherwise operate any properties or assets
other than the ownership of the Pledged  Shares,  or (vi) make any payment other
than in accordance with the provisions of the Loan Documents.                   

         Section 5.6 CHANGE IN STATE OF RESIDENCE. Not change the state of their
principal place of residence (which is currently New York) without (a) notifying
the Bank in writing prior to such change,  (b)  designating  in writing an agent
for service of process in the State of New York and  notifying  the Bank of same
and (c) delivering to the Bank the written acceptance of such agent.            

         Section  5.7 DWG  PARTNERSHIP  AGREEMENT.  Not  amend,  modify,  alter,
terminate or waive any provision of the Partnership Agreement.                  

         Section  5.8 NET WORTH.  Maintain  at all times a minimum  Net Worth of
$[REDACTED]. As used herein, "Net Worth" means the total assets of the Borrowers
minus the total liabilities of the Borrowers,  all determined in accordance with
sound accounting principles.                                                    

         Section 5.9 RULE 144 COVENANTS. (a) Not sell any securities of the same
class or convertible into the same class of securities as the Triarc Collateral,
whether or not such securities are pledged hereunder, from the date hereof until
the  Obligations  have  been  paid in full,  and in the  event of any such  sale
consented to by the Bank will furnish the Bank with a copy of any Form 144 filed
in respect of such sale.  The Borrowers will cause any Person with whom it shall
be deemed one "person"  for  purposes of Rule  144(a)(2) to refrain from selling
any  securities  of the  same  class  or  convertible  into  the  same  class of
securities as the Triarc Collateral,  whether or not such securities are pledged
hereunder, from the date hereof until the Obligations have been paid in full and
the Commitment terminated, and in the event of any such sale consented to by the
Bank will  furnish the Bank with a copy of any Form 144 filed in respect of such
sale.                                                                           

                (b)     Cooperate  fully with the Bank with  respect to any sale
by the  Bank  of any of the  Triarc  Collateral,  including  full  and  complete
compliance  with all  requirements  of Rule  144,  and will give to the Bank all
information  and will do all things  necessary,  including  the execution of all
documents,  forms,  instruments and other items, to comply with Rule 144 for the
complete and unrestricted sale and/or transfer of the Rule 144 Securities.      

ARTICLE VI
EVENTS OF DEFAULT 

         Section 6.1 EVENT OF DEFAULT.  Any of the following shall constitute an
"EVENT OF DEFAULT":                                                             

                (a)     NONPAYMENT.  Either (i) THE BANK SHALL DEMAND PAYMENT ON
THE NOTE (AT ANY TIME IN ITS SOLE AND ABSOLUTE  DISCRETION,  AND  REGARDLESS  OF
WHETHER  ANY OTHER  DEFAULT OR EVENT OF DEFAULT  SHALL HAVE  OCCURRED),  or (ii)
either  Borrower  shall fail to pay any principal of a Loan or the Note when due
(whether by scheduled maturity,  mandatory prepayment,  acceleration,  demand or
otherwise), or (iii) either Borrower shall fail to pay any interest on a Loan or
the Note or any other amount  payable  hereunder and such failure shall continue
for 3 Business Days; or                                                         

                (b)     REPRESENTATION  OR  WARRANTY.   Any   representation  or
warranty  by any Loan  Party  made or deemed  made  herein,  in any  other  Loan
Document  or in any  certificate,  document  or  financial  or  other  statement
furnished by a Loan Party  pursuant to a Loan Document shall have been incorrect
or misleading in any material  respect on or as of the date made or deemed made;

or                                                                              

                (c)     OTHER  DEFAULT.  (i) A Borrower shall fail to perform or
observe any term or covenant in Section 2.5 hereof after any  applicable  notice
and cure period  expressly set forth  therein,  or (ii) a Borrower shall fail to
perform or observe any term or  covenant in Section 5.1 or 5.2 hereof  after any
applicable notice and cure period expressly set forth therein (if any), or (iii)
any Loan Party  shall fail to perform  or  observe  any other  material  term or
covenant  contained  in this  Agreement  or any  other  Loan  Document,  and not
referred  to in  another  subsection  of this  Section  6.1,  and  such  default
continues  unremedied for a period of 20 days or (iv) a Loan Party shall fail to
perform or observe any other term or covenant contained in this Agreement or any
other Loan  Document,  and not referred to in clauses (i), (ii) or (iii) of this
subsection (c) or in any other  subsection of this Section 6.1, and such default
continues  unremedied  for a period of 20 days  after the Bank  gives  notice to
either Borrower of same; or                                                     

                (d)     CROSS-DEFAULT. Any Loan Party (i) shall fail to make any
required payment when due in respect of any  Indebtedness  having a principal or
face amount of [ REDACTED ] or more when due (whether at  scheduled  maturity or
required  prepayment or by acceleration,  demand,  or otherwise);  or (ii) shall
fail to perform or observe any other  condition or covenant,  or any other event
shall occur or condition  exist,  under any agreement or instrument  relating to
any such Indebtedness,  and such failure continues after the applicable grace or
notice period, if any, specified in the document relating thereto, if the effect
of such  failure,  event or  condition  is to cause,  or to permit the holder or
holders  of  such   indebtedness  or  beneficiary  or   beneficiaries   of  such
Indebtedness  (or a  trustee  or agent on behalf of such  holder or  holders  or
beneficiary or  beneficiaries)  to cause such  Indebtedness to be declared to be
due and payable prior to its stated maturity,  or such contingent  obligation to
become payable or cash collateral in respect thereof to be demanded; or         

                (e)     VOLUNTARY  PROCEEDINGS.   Any  Loan  Party  (i)  becomes
insolvent,  or generally fails to pay, or admits in writing the inability to pay
such Loan Party's debts as they become due, subject to applicable grace periods,
if any,  whether at stated  maturity or otherwise;  (ii)  commences a proceeding
under the  bankruptcy  laws of any state or of the United States with respect to
such Loan Party; or (iii) takes any action to effectuate or authorize any of the
foregoing; or                                                                   

                (f)     INVOLUNTARY PROCEEDINGS.  (i) Any involuntary bankruptcy
proceeding is commenced or filed  against any Loan Party or any writ,  judgment,
warrant of attachment, execution or similar process, is issued or levied against
a substantial  part of any Loan Party's  properties,  and any such proceeding or
petition  is not  dismissed,  or such writ,  judgment,  warrant  of  attachment,
execution or similar process is not released,  vacated or fully bonded within 90
days after commencement, filing or levy; (ii) any Loan Party admits the material
allegations of a petition against such Loan Party in any insolvency  proceeding,
or an order for relief (or similar order under  non-U.S.  law) is ordered in any
insolvency proceeding;  or (iii) any Loan Party acquiesces in the appointment of
a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession
(or agent therefor),  or other similar person for a substantial  portion of such
Loan Party's property or business; or                                           

                (g)     MONETARY   JUDGMENTS;   LIENS.   One   or   more   final
(non-interlocutory)  judgments,  orders or decrees is entered  against  any Loan
Party or a Lien is filed  against  property  of any Loan  Party  (other  than as
contemplated  hereby) involving in the aggregate liability (not fully covered by
independent  third-party  insurance)  as to any  single  or  related  series  of
transactions,  incidents or  conditions,  of [ REDACTED  ]or more,  and the same
remains  unvacated and unstayed pending appeal (if a judgment) or unbonded (if a
Lien) for a period of 10 days after the entry thereof; or                       

                (h)     TRIARC  PLEDGE  AGREEMENT.  Any  provision of the Triarc
Pledge Agreement  ceases to be valid and binding on or enforceable  against DWG,
the Triarc Pledge  Agreement  ceases to create a valid security  interest in the
collateral  purported to be covered thereby or such security interest ceases for
any reason to be a perfected and first priority security interest; or           

                (i)     PECHINEY PLEDGE AGREEMENT. Any provision of the Pechiney
Pledge Agreement ceases to be valid and binding on or enforceable  against Peter
May, the Pechiney Pledge Agreement ceases to create a valid security interest in
the collateral  purported to be covered thereby or such security interest ceases
for any reason to be a perfected and first priority security interest; or       

                (j)     TERM LOAN  AGREEMENT.  An "Event of Default" shall occur
under the Term Loan Agreement dated as of July 29, 1994, as amended or otherwise
modified from time to time, between Peter May and NationsBank of Florida,  N.A.;
or                                                                              

                (k)     PUBLIC  INFORMATION.  Triarc  shall at any time cease to
satisfy  either of the conditions set forth in paragraph (c) of Rule 144 (unless
at such time  pursuant to paragraph (k) of Rule 144 the Bank can sell all of the
Triarc Class A Common Stock pledged to the Bank);  or shares of the Triarc Class
A Common  Stock shall  cease to be listed on the New York Stock  Exchange or the
American   Stock   Exchange  or  included   for  trading  on  the  NASDAQ  Stock
Market/National Market System; or                                               

                (l)     DWG  CONTROL.  Peter  May shall  cease to own  directly,
beneficially  and of record,  33-1/3% of the  partnership  interests  in DWG, or
Nelson  Peltz  and  Peter  May  shall  cease   collectively   to  own  directly,
beneficially and of record, 100% of the partnership interests in DWG (except for
the limited partnership interest of Leon Kalvaria); or                          

                (m)     DEATH OR INCAPACITY.  Peter May shall die or shall cease
to have legal capacity.                                                         

     Section 6.2 REMEDIES. If any Event of Default occurs, the Bank may:

                (a)     declare   the   aggregate   principal   amount   of  the
outstanding  Loans,  all  interest  accrued  and unpaid  thereon,  and all other
Obligations  to be  immediately  due and  payable,  whereupon  such  Loans,  all
interest accrued and unpaid thereon,  and all other Obligations shall become and
be forthwith due and payable  without  presentment,  demand,  protest or further
notice of any kind, all of which are hereby expressly waived by the Borrowers;  

                (b)     exercise  all  rights  and  remedies   available  to  it
hereunder, under the Note, any other Loan Document or applicable law;           

                (c)     declare the Commitment to be  terminated,  whereupon the
Commitment shall forthwith terminate; and                                       

                (d)     enforce,  as  Collateral  Agent,  and direct the Florida
Agent to enforce (subject to Section 8 of the Intercreditor  Agreement),  all of
the  Liens  and  security  interests  created  pursuant  to the Loan  Documents;

PROVIDED,  HOWEVER,  that (i) upon the  occurrence  of any  event  specified  in
paragraph (c)(i),  (f) or (g) of Section 6.1 above (in the case of clause (i) of
paragraph  (f),  after the  90-day  period  expressly  set forth  therein),  the
Commitment shall  automatically  terminate and the aggregate principal amount of
the outstanding  Loans, all interest  accrued and unpaid thereon,  and all other
Obligations shall  automatically  become due and payable,  without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived  by the  Borrowers,  and  (ii) in the  case  of any  event  specified  in
paragraph  (c)(i) of Section 6.1 above (after the five-day period  expressly set
forth in Section 2.5(b) hereof),  and  notwithstanding  any notice provisions in
any other Loan Document,  (A) the  Collateral  Agent may sell all or any part of
the Triarc Collateral and (B) the Florida Agent may (subject to Section 8 of the
Intercreditor Agreement) sell all or any part of the Pechiney Collateral, and in
each case the Bank may apply the proceeds of such  Collateral  to the payment of
the Obligations.                                                                

         Section  6.3  RIGHTS  NOT  EXCLUSIVE.   The  rights  provided  in  this
Agreement,  the Note and the other Loan  Documents  are  cumulative  and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument,  document or agreement now existing or
hereafter arising.                                                              

ARTICLE VII 
MISCELLANEOUS 

         Section 7.1 AMENDMENT AND WAIVER. No modification,  consent,  amendment
or waiver of any  provision of this  Agreement,  nor consent to any departure by
either  Borrower  therefrom,  shall be  effective  unless  the same  shall be in
writing and signed by a Vice  President or higher level officer of the Bank, and
then shall be effective  only in the  specific  instance and for the purpose for
which given.                                                                    

Section 7.2 COSTS AND EXPENSES. The Borrowers shall:          

                (a)     reimburse  the Bank within five (5) Business  Days after
demand  for all costs and  expenses  incurred  by the Bank,  including,  without
limitation,  the reasonable fees and disbursements of counsel and paralegals, in
connection  with the  development,  preparation,  delivery,  administration  and
execution of, and any amendment,  supplement,  waiver or  modification  to, this
Agreement,  the Note or any of the  other  Loan  Documents,  the  review  of the
Collateral and the consummation of the transactions contemplated hereby;        

                (b)     reimburse  the Bank within five (5) Business  Days after
demand for all costs and expenses incurred by it, including, without limitation,
the fees and  disbursements  of counsel and  paralegals,  in connection with the
enforcement,  attempted  enforcement,  or preservation of any rights or remedies
(including in connection  with any "workout" or  restructuring  regarding any of
the Loans and any  insolvency  proceeding  or appellate  proceeding)  under this
Agreement,  the Note or any other  Loan  Document  or in  respect  of any of the
Collateral; and                                                                 

                (c)     reimburse  the Bank within five (5) Business  Days after
demand  for all costs  and  expenses  incurred  by the Bank in  connection  with
litigation  involving  the Triarc  Collateral,  whether  related to  enforcement
thereof or  otherwise.                                                          

         Section 7.3 JOINT AND SEVERAL  OBLIGATIONS.  All of the  Obligations of
the  Borrowers  hereunder  and under the Note and the other Loan  Documents  are
joint and several.  The Bank may, in its sole and absolute  discretion,  enforce
the provisions  hereof against either of the Borrowers and shall not be required
to proceed  against both  Borrowers  jointly or seek payment from the  Borrowers
ratably. In addition, the Bank may, in its sole and absolute discretion,  select
the Collateral of any one or more of the Loan Parties for sale or application to
the Obligations,  without regard to the ownership of such Collateral,  and shall
not be required to make such selection  ratably from the Collateral owned by the
Loan Parties (it being  understood  that any sale or disposition of the Pechiney
Collateral shall be subject to Section 8 of the Intercreditor  Agreement). It is
understood  and  agreed  that  Nelson  Peltz and Peter May have  agreed  between
themselves  that Nelson  Peltz shall have a two-thirds  interest,  and Peter May
shall have a  one-third  interest,  in DWG and its  assets,  and the Bank hereby
agrees that in the event the Bank shall sell or otherwise  dispose of any of the
Triarc Collateral, the Bank shall apply one third of the proceeds of such Triarc
Collateral to the Obligations.                                                  

         Section  7.4 DEMAND  OBLIGATION.  Nothing in this  Agreement  or in any
other Loan  Document is  intended  to be an  amendment  or  modification  of, or
limitation or restriction  upon, any provision of the Note  (including,  without
limitation,  the  Borrower's  obligation  under  the Note to pay  principal  and
interest ON DEMAND),  and the  provisions of the Note shall be  controlling  and
fully  effective  regardless of anything  herein to the contrary.  The Borrowers
hereby  acknowledge  that  the Bank may at any  time,  in its sole and  absolute
discretion,  demand  payment  of the  Note,  even if the  Borrowers  have  fully
complied with all of the terms and  conditions  of this  Agreement and the other
Loan Documents. This Agreement, the Note and the other Loan Documents constitute
the  entire   agreement  among  the  parties  with  respect  to  the  borrowings
contemplated hereunder and supersede all prior agreements, written or oral, with
respect to the borrowings  contemplated  hereunder.  THE NOTE AND THE BORROWERS'
OBLIGATIONS  ARE  PAYABLE  UPON  DEMAND  BY THE BANK  (IN ITS SOLE AND  ABSOLUTE
DISCRETION).                                                                    

         Section  7.5  SET-OFF.  If an  Event  of  Default  exists,  the Bank is
authorized to set-off and apply any and all deposits  (general or special,  time
or demand,  provisional or final) at any time held by, and other indebtedness at
any time owing to, the Bank to or for the credit or the account of any  Borrower
against any and all  Obligations  owing to the Bank, now or hereafter  existing,
whether or not the Bank has made demand  under this  Agreement,  the Note or any
other  Loan  Document  and  although  such  Obligations  may  be  contingent  or
unmatured.  The  Borrowers  hereby waive prior notice of such action.  The Bank,
however,  agrees  promptly  to notify  the  Borrowers  after  any such  set-off;
PROVIDED,  HOWEVER,  that the failure to give such  notice  shall not affect the
validity of such  set-off.  The rights of the Bank under this Section 7.5 are in
addition to the other  rights and remedies  (including  other rights of set-off)
which the Bank may have.                                                        

         Section 7.6 WAIVER.  No failure or delay on the part of the Bank or the
Borrowers in exercising any right,  power or privilege  under this Agreement and
no course of dealing  between the  Borrowers or any other person and the Bank or
any other person shall operate as a waiver hereof or thereof.                   

Section 7.7 SUCCESSORS AND ASSIGNS.                           

                (a)     This  Agreement  shall be binding  upon and inure to the
benefit of each party hereto and its  successors  and  assigns,  except that the
Borrowers  shall  not be  entitled  to assign  or  transfer  all or any of their
rights,  benefits  or  obligations  hereunder,  except for their death or mental
incapacity.                                                                     

                (b)     The Bank may not assign or otherwise transfer any of its
rights or obligations  under this  Agreement  except as provided in this Section
7.7(b):                                                                         

                        (i)     Prior to  approaching  any Eligible  Institution
                for the purpose of assigning a portion of its interest herein or
                selling a participation in its rights and obligations under this
                Agreement,  the Bank shall  discuss with a Borrower the names of
                such  potential  participants  or assignees.  The Bank shall not
                assign or sell a  participation  in its rights  and  obligations
                under this  Agreement to any person unless a Borrower shall have
                consented  thereto  (which  consent  shall  not be  unreasonably
withheld).                                      

                        (ii)    The  Borrowers  shall  be given  prompt  written
                notice of any  grant of any such  participation  or  assignment,
                which  notice  shall  include (x) the name and  jurisdiction  of
                organization  of the  participant  and  (y) the  amount  of such
participation or assignment.                    

(iii)   The Bank agrees that:   

                                (A)     it will not  assign an  interest  in, or
                sell  a  participation   in,  the  outstanding   Loans  and  the
        Commitment in an amount less than 15% of the Commitment;

                                (B)     it will at all  times  retain  not  less
     than 15% of the outstanding Loans and the Commitment;

                                (C)     it will  provide  in any  assignment  or
                participation  agreement with any assignee or  participant  that
                such assignee or participant may not make a subparticipation  or
                assign any portion of its interest in outstanding  Loans and the
                Commitment  if, after  giving  effect to such  participation  or
                assignment,  such  participant  or assignee would hold less than
15% of the outstanding Loans and the Commitment;

                                (D)     the Bank will not assign an  interest or
                sell a  participation  in any  Loan  or  the  Commitment  to any
                assignee  or  participant  who  would  be  entitled  to  receive
                additional  compensation  under Section 2.10 at the time of such
                assignment  or  sale  by  the  Bank,  nor  to  any  assignee  or
                participant  who would find it unlawful or  impossible  to make,
                maintain or fund its assigned  interest or  participation in the
                Loan at a rate based on  Adjusted  LIBOR as  provided in Section
         2.11, at the time of such assignment or sale by the Bank;

                                (E)     with  respect to any matter on which the
                Bank and any assignee or  participant  is required to vote or is
                solicited  to consent  pursuant to the terms of a  participation
                agreement  or an  assignment  agreement,  as the  case  may  be,
                between the Bank and such person, if the matter to be decided is
                one that does not require the unanimous consent of all assignees
                or  participants,  financial  institutions  holding  51%  of the
                outstanding Loans shall decide the issue, provided that such 51%
includes the Bank; and                          

                                (F)     in  any   participation   agreement   or
                assignment  agreement with any  participant or assignee,  as the
case may be, the Bank will:                     

                                        (x)     require that any bank  organized
                outside the United  States will  deliver to the Bank with a copy
                to either Borrower  Internal  Revenue Service Form 4224 or 1001,
duly completed and signed; and                  

                                        (y)     provide that each participant or
                assignee,  as the case may be, will agree to be bound by all the
          terms of this Agreement as if it were a signatory  hereto.

                        (iv)    The Bank may, in  connection  with any  proposed
                participation   or   assignment,   disclose   to  the   proposed
                participant  or  assignee  any   information   relating  to  the
                Borrowers  furnished  to  the  Bank  by  or  on  behalf  of  the
                Borrowers;  PROVIDED,  that  prior to any such  disclosure,  the
                proposed  participant  or  assignee  shall  agree in  writing to
                preserve the  confidentiality  of any  confidential  information
                relating  to the  Borrowers  received by it from the Bank to the
same extent as is required of the Bank.         

                        (v)     The Bank shall act as agent in  connection  with
                any transfer  permitted  hereunder and the administration of the
                Loans, and shall remain the holder of the Triarc  Collateral and
                act as  collateral  agent of the Triarc  Collateral  holding the
                same for its benefit and the benefit of the permitted  assignees
                and participants hereunder.  The Borrowers shall not be required
                to deal with any  participant or assignee in connection with the
                administration  of the Loans,  and each assignment  agreement or
                participation agreement shall provide that each such assignee or
                participant  shall  deal  solely  with the Bank as agent and not
directly with the Borrowers.                    

         Section  7.8  CONFIDENTIALITY.  The  Bank  agrees  to take  normal  and
reasonable  precautions and exercise due care to maintain the confidentiality of
all information identified as "confidential" by the Borrowers and provided to it
by the Borrowers in  connection  with this  Agreement,  and it shall not use any
such  information  for any purpose or in any manner  other than  pursuant to the
terms contemplated by this Agreement;  except to the extent such information (i)
was or becomes  generally  available  to the public  other than as a result of a
disclosure by the Bank, or (ii) was or becomes  available on a  non-confidential
basis from a source other than the  Borrowers,  provided that such source is not
bound by a  confidentiality  agreement  with the  Borrowers  known to the  Bank;
PROVIDED FURTHER,  HOWEVER, that the Bank may disclose such information:  (A) at
the request or pursuant to any  requirement  of any  Governmental  Authority  to
which the Bank is subject or in connection  with an  examination  of the Bank by
any such  authority;  (B) pursuant to subpoena or other court process;  (C) when
required  to  do  so  in  accordance  with  the  provisions  of  any  applicable
requirement  of  law;  (D)  to  the  Bank's   independent   auditors  and  other
professional  advisors,  all of whom shall have been advised of the confidential
nature of such  information;  and (E) to proposed  assignees or  participants in
accordance  with  Section  7.8(b)(iv).  It  is  understood  that  the  financial
information  to be  delivered  pursuant to Section 5.1 or any similar  financial
information  delivered  prior to the  Closing  Date shall be deemed to have been
identified as confidential by the Borrowers.                                    

         Section  7.9   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.                                                           

         Section 7.10  SEVERABILITY.  Any provision of this  Agreement  which is
illegal,  invalid  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  illegality,  invalidity or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the legality,  validity or  enforceability  of such  provision in any
other jurisdiction.                                                             

         Section 7.11 NOTICES.  Unless otherwise  expressly provided herein, all
notices and other communications  provided for hereunder shall be in writing and
shall be mailed,  telegraphed,  telecopied or delivered, if to the Borrowers, to
c/o Triarc  Companies,  Inc., 900 Third Avenue,  31st Floor,  New York, New York
10022,  Telecopy No. [ REDACTED ],  Telephone  No.: [ REDACTED ], with a copy to
Paul, Weiss, Rifkind,  Wharton & Garrison, 1285 Avenue of the Americas, New York
New York 10019.  Attention:  Neale Albert,  Esq.,  Telecopier No.: [ REDACTED ],
Telephone  No.:  [  REDACTED  ];  if  to  the  Bank,  to it at  its  address  at
NationsBank, N.A., 101 South Tryon Street, Charlotte, North Carolina 28255, with
copies to NationsBank,  N.A., 767 Fifth Avenue,  23rd Floor,  New York, New York
10153-0083, Attention: Ms. Jane R. Heller, Senior Vice President, Telecopier No.
[ REDACTED ],  Telephone  No. [ REDACTED ], and Schulte Roth & Zabel,  900 Third
Avenue,  New York,  New York  10022,  Attention:  Lawrence  S.  Goldberg,  Esq.,
Telecopier No. [ REDACTED ], Telephone No.[ REDACTED ]; or, as to each party, at
such other address as shall be  designated by such party in a written  notice to
the other party  complying as to delivery  with the terms of this Section  7.11.
Any notice to the Bank by any Borrower or  Borrowers  shall be binding on all of
the Borrowers.  The Bank may, and is hereby authorized,  in its sole discretion,
to act  in  accordance  with  the  terms  hereof  upon  receipt  of any  notice,
including,  without  limitation,  a Notice  of  Borrowing,  by any  Borrower  or
Borrowers  as though such notice had been signed by both of the  Borrowers,  and
all of the rights and remedies of the Bank,  and  Obligations  of the Borrowers,
shall be in full  force and effect  notwithstanding  that any  Borrower  did not
execute or consent to such Notice of Borrowing or other notice. All such notices
and other communications shall be effective (i) if mailed, when deposited in the
mails, (ii) if telegraphed,  when delivered to the telegraph  company,  (iii) if
telecopied,  upon receipt,  or (iv) if  delivered,  upon  delivery,  except that
notices to the Bank  pursuant to Article II hereof shall not be effective  until
received by the Bank.                                                           

         Section 7.12 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK.            

         Section 7.13 ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO  INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING
ANY CLAIM  BASED ON OR ARISING  FROM AN ALLEGED  TORT,  SHALL BE  DETERMINED  BY
BINDING  ARBITRATION IN ACCORDANCE  WITH THE FEDERAL  ARBITRATION ACT (OR IF NOT
APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR
THE ARBITRATION OF COMMERCIAL  DISPUTES OF  J.A.M.S./ENDISPUTE  OR ANY SUCCESSOR
THEREOF  ("J.A.M.S."),  AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF
ANY  INCONSISTENCY,   THE  SPECIAL  RULES  SHALL  CONTROL.   JUDGMENT  UPON  ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,
TO  COMPEL  ARBITRATION  OF ANY  CONTROVERSY  OR CLAIM TO WHICH  THIS  AGREEMENT
APPLIES IN ANY COURT HAVING  JURISDICTION  OVER SUCH ACTION.                    

                        (i)     SPECIAL   RULES.   THE   ARBITRATION   SHALL  BE
                CONDUCTED IN THE COUNTY OF ANY  BORROWER'S  DOMICILE AT THE TIME
                OF THE EXECUTION OF THIS AGREEMENT AND  ADMINISTERED BY J.A.M.S.
                WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY
                PRECLUDED FROM ADMINISTERING THE ARBITRATION,  THEN THE AMERICAN
                ARBITRATION  ASSOCIATION  WILL SERVE.  ALL ARBITRATION  HEARINGS
                WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION;
                FURTHER,  THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
                PERMITTED TO EXTEND THE  COMMENCEMENT  OF SUCH HEARING FOR UP TO
AN ADDITIONAL 60 DAYS.                          

                        (ii)    RESERVATION   OF   RIGHTS.   NOTHING   IN   THIS
                ARBITRATION   PROVISION   SHALL  BE  DEEMED  TO  (I)  LIMIT  THE
                APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
                OR  REPOSE  AND  ANY  WAIVERS   CONTAINED  IN  THIS  INSTRUMENT,
                AGREEMENT,  OR DOCUMENT;  OR (II) BE A WAIVER BY THE BANK OF THE
                PROTECTION   AFFORDED  TO  IT  BY  12  U.S.C.  SEC.  91  OR  ANY
                SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF
                THE BANK HERETO (A) TO EXERCISE  SELF HELP REMEDIES SUCH AS (BUT
                NOT LIMITED TO) SETOFF,  OR (B) TO FORECLOSE AGAINST ANY REAL OR
                PERSONAL  PROPERTY  COLLATERAL,  OR (C) TO  OBTAIN  FROM A COURT
                PROVISIONAL  OR ANCILLARY  REMEDIES SUCH AS (BUT NOT LIMITED TO)
                INJUNCTIVE  RELIEF,  WRIT OF POSSESSION OR THE  APPOINTMENT OF A
                RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE
                UPON SUCH  PROPERTY,  OR OBTAIN SUCH  PROVISIONAL  OR  ANCILLARY
                REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
                PROCEEDING  BROUGHT  PURSUANT TO THIS  AGREEMENT.  NEITHER  THIS
                EXERCISE  OF  SELF  HELP   REMEDIES  NOR  THE   INSTITUTION   OR
                MAINTENANCE  OF AN ACTION  FOR  FORECLOSURE  OR  PROVISIONAL  OR
                ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
                PARTY,  INCLUDING THE CLAIMANT IN ANY SUCH ACTION,  TO ARBITRATE
                THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO
SUCH REMEDIES.                                  

         Section  7.14  THIS  WRITTEN  AGREEMENT  AND THE OTHER  LOAN  DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.            

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IN WITNESS WHEREOF, the parties hereto have caused this                         
Agreement to be executed and delivered as of the date first above               
written.                                                                        

             /s/ Peter May
                                 ---------------------------------
         PETER MAY

            /s/ Leni May
                                 ---------------------------------
        LENI MAY

                 NATIONSBANK, N.A.

                              By: /s/ Jane R. Heller, S.V.P.
                                     -----------------------------
                             Title:   AUTHORIZED SIGNATORY

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                                                                        REDACTED

TERM LOAN AGREEMENT 

dated as of July 29, 1994 

between 

PETER W. MAY

and 

NATIONSBANK OF FLORIDA, N.A.

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TABLE OF CONTENTS 

                                                                            Page

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS...................................1 

Section 1.1   Certain Defined Terms...........................................1 

ARTICLE II THE LOAN...........................................................6 

Section 2.1   Amount of the Loan..............................................6 
Section 2.2   Interest........................................................6 
Section 2.3   Payment Under Collateral Notes and Letters of Credit............7 
Section 2.4   Payment of Principal............................................8 
Section 2.5   Optional Prepayment.............................................8 
Section 2.6   Mandatory Prepayment............................................8 
Section 2.7   Evidence of Credit Extensions...................................8 
Section 2.8   Payment.........................................................8 
Section 2.9   Computations of Interest; Business Day..........................8 
Section 2.10  Increased Costs, Etc............................................9 
Section 2.11  Illegality.....................................................10 
Section 2.12  Funding Losses.................................................11 
Section 2.13  Unavailability.................................................11 
Section 2.14  Special Prepayment.............................................11 

ARTICLE III CONDITIONS PRECEDENT.............................................12 

Section 3.1   Deliveries.....................................................12 
Section 3.2   Representations Correct........................................13 
Section 3.3   Release of Credit Suisse Lien..................................13 

ARTICLE IV REPRESENTATIONS AND WARRANTIES....................................13 

Section 4.1   Good Title to Collateral.......................................13 
Section 4.2   Enforceable Collateral Notes; No Default.......................14 
Section 4.3   No Defense to or Prepayment of Collateral Notes................14 
Section 4.4   No Misrepresentation...........................................14 
Section 4.5   No Insolvency Proceedings......................................14 
Section 4.6   No Default.....................................................14 
Section 4.7   Enforceable Obligations........................................14 
Section 4.8   No Legal Bar...................................................14 
Section 4.9   No Litigation..................................................15 
Section 4.10  Taxes..........................................................15 
Section 4.11  Margin Stock...................................................15 
Section 4.12  Purpose of Loan................................................15 
Section 4.13  Pledge Agreement...............................................15 
Section 4.14  Escrow Agreement...............................................15 

ARTICLE V COVENANTS..........................................................16 

Section 5.1   Financial Statements...........................................16 
Section 5.2   Notices........................................................17 
Section 5.3   Payment of Obligations.........................................17 
Section 5.4   Further Assurances.............................................17 
Section 5.5   Notice to Pechiney and Escrow Agent............................18 
Section 5.6   Amendments to Escrow Agreement.................................18 
Section 5.7   Change in State of Residence...................................18 

ARTICLE VI EVENTS OF DEFAULT.................................................18 

Section 6.1   Event of Default...............................................18 
     (a) Non-Payment........................................................18
     (b) Representation or Warranty.........................................19
     (c) Other Default......................................................19
     (d) Cross-Default......................................................19
     (e) Material Adverse Change............................................20
     (f) Insolvent Voluntary Proceedings....................................20
     (g) Involuntary Proceedings............................................20
     (h) Monetary Judgments; Liens..........................................20
     (i) Pledge Agreement...................................................20
Section 6.2   Remedies.......................................................21 
Section 6.3   Rights Not Exclusive...........................................21 

ARTICLE VII MISCELLANEOUS....................................................21 

Section 7.1   Amendment and Waiver...........................................21 
Section 7.2   Costs and Expenses.............................................22 
Section 7.3   Indemnification................................................22 
Section 7.4   GOVERNING LAW AND SUBMISSION TO JURISDICTION...................23 
Section 7.5   Set-Off........................................................23 
Section 7.6   Waiver.........................................................24 
Section 7.7   Successors and Assigns.........................................24 
Section 7.8   Confidentiality................................................26 
Section 7.9   Counterparts...................................................27 
Section 7.10  Severability...................................................27 
Section 7.11  Notices........................................................27 
Section 7.12  Document Stamp Taxes...........................................27 
Section 7.13  WAIVER OF JURY TRIAL...........................................27 

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SCHEDULES                                                                       

Schedule 2.2   -   Interest Payment Dates                                       
Schedule 4.9   -   Litigation, Tax Audits                                       
Schedule 4.10  -   Tax Assessments                                              

EXHIBITS                                                                        
Exhibit A      -   Note                                                         
Exhibit B      -   Pledge Agreement                                             
Exhibit C      -   Direction to Demand Payment, Accelerate or Draw              

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TERM LOAN AGREEMENT 

         THIS TERM LOAN AGREEMENT (the  "Agreement"),  dated as of July 29,1994,
is entered  into by and between  PETER W. MAY (the  "Borrower"),  an  individual
residing  in the  State of New York,  and  NATIONSBANK  OF  FLORIDA,  N.A.  (the
"Bank"), a national banking association.                                        

RECITALS

         The Borrower has requested  that the Bank make a term loan (the "Loan")
available  to the  Borrower  in an amount  not in excess  of  Fifty-One  Million
Dollars ($51,000,000),  which Loan is to be secured by the pledge to the Bank by
the Borrower of promissory  notes (the  "Collateral  Notes")  issued by Pechiney
Corporation, a Delaware corporation ("Pechiney"),  payable to the Borrower in an
aggregate  principal  amount of $60,000,000.  Payment of the Collateral Notes is
supported by transfer letters of credit issued by Banque Nationale de Paris, New
York Branch, which, on the Closing Date, will issue new letters of credit naming
the Bank as  beneficiary.  The Bank will hold such  letters of credit for itself
and as  collateral  agent for any Eligible  Institution  (as defined  herein) to
which the Bank sells a participation  in the Loan or to which the Bank assigns a
portion of its interest therein.                                                

         The Bank has agreed to make the loan to the  Borrower  on the terms set
forth herein.                                                                   

ARTICLE I 
DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1  Certain  Defined  Terms.  As used in this  Agreement,  the
following terms shall have the following meanings:  "Adjusted LIBOR" means, with
respect to any Interest Period, a rate per annum (rounded upward,  if necessary,
to the nearest  1/100th of one  percent),  determined  pursuant to the following
formula:                                                                        

LIBOR 
1.00 minus the Eurodollar Reserve Percentage

"Applicable Margin" means:                                    

                  (i)     prior to a Rating Change, [REDACTED]%; and

                        (ii)    after a Rating Change and during the continuance
thereof, [REDACTED]%.                           

Any change in the Applicable  Margin shall take effect on the date of any Rating
Change.                                                                         

         "Base  Rate"  means,  for any day, a simple rate per annum equal to the
higher  of (i) the Prime  Rate for such day,  or (ii) the sum of one half of one
percent ( 1/2 %) plus the Federal  Funds Rate for such day.                     

"BNP" means Banque Nationale de Paris, New York Branch.       

         "Business Day" means any day other than a Saturday, Sunday or other day
on which  commercial banks in New York City are authorized or required by law to
close and, if the  applicable  Business Day relates to any  Interest  Period for
which  interest on the Loan is  determined  by reference  to the Adjusted  LIBOR
rate, also includes a day on which commercial  banks are open for  international
business in London.                                                             

"Closing Date" means July 29, 1994.                           

    "Collateral Notes" has the meaning assigned to it in the Recitals.

         "Default"  means a condition or event  which,  after notice or lapse of
time or both, would constitute an Event of Default.                             

"Default Rate" has the meaning specified in Section 2.2.      

         "Direction to Demand Payment, Accelerate or Draw" means a direction, in
the form attached hereto as Exhibit C, dated and signed by the Borrower.        

         "Dollars"  and the sign "$" each mean lawful money of the United States
of America.                                                                     

         "Eligible  Institution" means (i) a commercial bank organized under the
laws of the United States,  or any state thereof,  and having a combined capital
and surplus of at least $100,000,000;  or (ii) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country,  and having a combined  capital and  surplus of at least  $100,000,000,
provided  that  such bank is acting  through a branch or agency  located  in the
United States or an offshore branch outside the United States at which such bank
books loans bearing interest based on LIBOR and, in the case of a bank described
in either  clause  (i) or clause  (ii),  such bank is able to  deliver  Internal
Revenue  Service Form 1001 or 4224 to the Bank with a copy to the Borrower as of
the day such bank becomes an assignee or participant.                           

         "Escrow  Agreement"  means that certain Escrow  Agreement,  dated as of
December 22, 1988, among Pechiney,  BNP, the Borrower,  Nelson Peltz and Bank of
the West as Escrow  Agent,  as amended  from time to time.                      

         "Eurodollar  Reserve  Percentage"  means, with respect to each Interest
Period,  the maximum reserve percentage  (expressed as a decimal  fraction),  in
effect on the date LIBOR for such Interest Period is determined  (whether or not
applicable  to the Bank),  prescribed  by the Board of  Governors of the Federal
Reserve System (or any successor) for determining reserve requirements generally
applicable to financial  institutions regulated by the Board of Governors of the
Federal  Reserve System  (including  without  limitation  any basic,  emergency,
supplemental   or  other  marginal   reserve   requirements)   with  respect  to
Eurocurrency  liabilities  pursuant to Regulation D or any other then applicable
regulation  of the  Board of  Governors  of the  Federal  Reserve  System  which
prescribes  reserve  requirements  applicable to  "Eurocurrency  liabilities" as
presently  defined in Regulation D (or any other category of  liabilities  which
includes  deposits by reference to which the interest  rate is determined or any
category or  extension  of credit which  includes  loans by a non-United  States
office of the Bank to United States  residents).  Each determination by the Bank
of the  Eurodollar  Reserve  Percentage  shall,  in the absence of  demonstrable
error, be binding and conclusive.                                               

"Event of Default" has the meaning specified in Section 6.1.  

         "Federal  Funds Rate" means,  for any day, the rate per annum  (rounded
upward to the nearest 1/100th of 1%) equal to the weighted  average of the rates
on overnight  federal  funds  transactions  with members of the Federal  Reserve
System  arranged  by federal  funds  brokers on such day,  as  published  by the
Federal  Reserve Bank of New York on the Business Day next  succeeding such day,
provided  that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding  Business
Day, and (ii) if no such rate is so published on such next  succeeding  Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Bank on such day on such  transactions  as  determined  by the  Bank.           

         "Interest  Period"  means  each  three (3) month  period  during  which
interest  on the  Loan  shall be  calculated  by  reference  to  Adjusted  LIBOR
determined  as of the  second  Business  Day  before  the  commencement  of that
Interest Period; provided, however, that:                                       

                        (i)     if any Interest  Period would end on a day not a
                Business  Day, it shall end on the next  Business Day unless the
                next  Business  Day would fall in the next  calendar  month,  in
                which case the  Interest  Period  shall end on the  Business Day
                immediately  preceding the last day of such Interest  Period but
for such change;                                

                        (ii)    if any  Interest  Period  would end on a day for
                which there is no corresponding  day in such month, it shall end
on the immediately preceding Business Day;      

                        (iii)   any Interest Period which would otherwise extend
                beyond the Termination  Date shall end on the Termination  Date;
and                                             

                        (iv)    the first Interest  Period shall commence on the
                Closing  Date and shall be a period  of more or less than  three
                (3)  months so that it may end on a date set  forth on  Schedule
                2.2 for an interest  payment by the Borrower;  thereafter,  each
                Interest  Period  shall  commence  upon  the  expiration  of the
preceding Interest Period.                      

         "Letters of Credit"  means (i) when used with respect to the letters of
credit  issued  by BNP  naming  the  Bank  as  beneficiary  in its  capacity  as
collateral  agent,  such  letters of credit  and (ii) when used with  respect to
letters  of credit  supporting  payment  of the  Collateral  Notes  prior to the
Closing Date, such letters of credit.                                           

         "LIBOR" means,  for each Interest  Period,  the interest rate per annum
displayed on Telerate  page 3750 (or such other page as may replace such page on
that  service  for the  purpose of  displaying  interest  rates at which  Dollar
deposits are offered by prime banks in the London interbank market), as of 11:00
a.m.,  London,  England time, on the day which is two (2) Business Days prior to
the first day of the applicable Interest Period, rounded to the nearest .0625 of
one  percent.  If Telerate  ceases to quote LIBOR at any time during the term of
this  Agreement,  then LIBOR shall mean the rate of interest  per annum at which
deposits  in U.S.  Dollars  are offered to the Bank by prime banks in the London
interbank market at  approximately  11:00 a.m. London time two (2) Business Days
before the first day of such Interest Period for amounts  approximately equal to
the outstanding principal amount of the Loan, and for a period comparable to the
applicable  Interest  Period.  LIBOR shall be adjusted from time to time for the
aggregate  reserve  requirements  (including,  without  limitation,  all  basic,
supplemental,  marginal and other reserve  requirements  and taking into account
any transitional  adjustments or other scheduled changes in reserve requirements
during any Interest Period)  specified in Regulation D of the Board of Governors
of the Federal Reserve System, or any subsequent  regulations of similar effect,
as applicable to "Eurocurrency  liabilities" (as presently defined in Regulation
D) of the Bank to the extent actually complied with by same.                    

"Loan" has the meaning specified in the Recitals.             

         "Lien" means any lien, mortgage,  pledge, security interest,  charge or
similar  encumbrance of any kind (including any conditional  sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any security interest).                                                         

         "Material  Adverse  Effect" means that the Net Worth of the Borrower is
less than $[REDACTED].                                                          

        "Missed Interest Payment" has the meaning specified in Section 6.1(a).

         "Net Worth" means, at any time of determination thereof, when used with
respect to the  Borrower,  the net worth of the  Borrower  as  reflected  on the
quarterly  statement of assets and  liabilities  of the  Borrower  prepared on a
basis  consistent with that used in the preparation of the Borrower's  March 31,
1994  statement of assets and  liabilities  (except as explained in any notes to
such quarterly statement).                                                      

         "Note" means a promissory  note in the form attached  hereto as Exhibit
A, as such note may be modified, amended,  supplemented or restated from time to
time.                                                                           

         "Pledge Agreement" means a pledge agreement in the form attached hereto
as  Exhibit  B,  as  such  agreement  may  be  amended,  modified,  restated  or
supplemented from time to time.                                                 

         "Prime Rate" means the annual rate of interest  announced  from time to
time during the term of the Loan as the Bank's  "prime"  lending rate (which the
Borrower  acknowledges  does not necessarily  represent the best or most favored
rate  offered  by the Bank to its best or any  particular  customers).  Whenever
applicable  to  the  Loan,   the  floating   interest  rate  shall  be  adjusted
automatically  as and when the Bank's  Prime Rate shall  change on any  business
day(s) during the term of the Loan.                                             

         "Rating  Change"  means that either  Standard & Poor's  Corporation  or
Moody's Investors Service, Inc. has rated the long-term senior debt of BNP below
investment grade or has withdrawn its rating.                                   

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as in effect from time to time.  "Reinstatement  Event of
Default"  means  that on three  successive  interest  payment  dates  under  the
Collateral  Notes an event of default under the Collateral Notes has occurred as
a result of the failure of BNP to reinstate any interest  amount drawn under the
Letters of Credit within five Business Days after such drawing.                 

"Termination Date" means the earliest to occur of             

(i)     January 4, 1999         

                        (ii)    the date on  which,  prior to the date set forth
                in clause (i) above, the Loan is accelerated pursuant to Article
VI, and                                         

                        (iii)   the date on which  prior to the  dates set forth
                in  clauses  (i) or  (ii)  above,  the  Loan is  prepaid  by the
                Borrower in accordance with a notice to that effect given to the
Bank by the Borrower pursuant to Section 2.5.   

ARTICLE II
THE LOAN

         Section 2.1 Amount of the Loan. On the Closing  Date,  the Bank, on the
terms and conditions hereinafter set forth, will (a) make a Loan to the Borrower
in an amount not in excess of Fifty-One  Million Dollars  ($51,000,000)  and (b)
deliver to the Borrower  Internal  Revenue Form 1001 or 4224 duly  completed (if
applicable).                                                                    

         Section 2.2 Interest.  The  outstanding  principal  balance of the Loan
will  bear  interest  at a rate per  annum  equal  to  Adjusted  LIBOR  plus the
Applicable Margin from the date of the making of the Loan until the Loan is paid
in full, except that after the occurrence of an Event of Default, the Loan shall
bear interest at a rate per annum equal A to the sum of (i) Adjusted LIBOR, (ii)
the Applicable  Margin and (iii) [REDACTED]  %(the "Default Rate").  Interest on
the Loan  shall be paid in  arrears  on each  date set  forth on  Schedule  2.2.
Interest will continue to accrue on the Loan until all interest then due is paid
even  though the Bank may have drawn  under the Letter of Credit for an interest
payment and shall  accrue  thereon at the  Default  Rate if interest is not paid
within three Business Days after the due date therefor, whether or not a drawing
has been made under the Letter of Credit.                                       

         Section 2.3 Payment Under Collateral Notes and Letters of Credit. If an
event of default  occurs under a Collateral  Note and the Borrower  desires that
the Bank demand  payment under the Collateral  Notes,  accelerate the Collateral
Notes or draw  under one or more  Letters of Credit as a result of such event of
default,  the Borrower shall promptly  notify the Bank of same, and the Borrower
shall direct the Bank to take such action by  delivering to the Bank a Direction
to Demand  Payment,  Accelerate or Draw,  specifying the event which caused such
event of default, the date of the occurrence thereof (if known) and, if the date
of such  occurrence  is not  known,  the date on  which  the  Borrower  obtained
knowledge of such occurrence as well as the action the Borrower desires that the
Bank take upon receipt of such Direction to Demand Payment,  Accelerate or Draw,
the Bank shall forthwith take the requested  action.  If the Bank is not paid by
Pechiney  or BNP,  if the Bank is not paid the full  amount  for  which it draws
under the  Letters of Credit or if the amount  drawn is  withheld  and placed in
escrow,  then the Bank shall  notify the  Borrower of same.  The proceeds of any
funds  received  directly  from  Pechiney  after a demand by the Bank  under the
Collateral Notes or as proceeds  following a drawing under the Letters of Credit
shall  be used by the  Bank to pay any  sums  then  due and  unpaid  under  this
Agreement  and the Note.  If, at the time the Bank  receives  such  payment from
either Pechiney or BNP, or the Borrower makes any payment to the Bank,  there is
then no other  Default or Event of  Default  under  this  Agreement,  any excess
proceeds  shall be  remitted  to the  Borrower  within  one  Business  Day after
applying such payments.                                                         

         Any action taken by the Bank pursuant to a Direction to Demand Payment,
Accelerate  or Draw  shall  not  affect  or  impair  the  Borrower's  obligation
hereunder or under the Note to pay the amounts due hereunder.  The Bank may draw
under the  Letters of Credit  even  though it has not  received a  Direction  to
Demand  Payment,  Accelerate or Draw,  except that the Bank shall not accelerate
the  Collateral  Notes or make a drawing  under the  Letters  of Credit  for the
principal  amount due under the Collateral  Notes as a result solely of a Missed
Interest  Payment  unless a  Reinstatement  Event of Default has occurred and is
continuing.                                                                     

         Section  2.4  Payment  of  Principal.  The  Borrower  shall  repay  the
principal amount  outstanding  under the Note on January 4, 1999,  together with
all accrued and unpaid  interest  thereon and all fees and other  amounts  owing
hereunder and under the Pledge Agreement and the Note.                          

         Section 2.5 Optional Prepayment. At any time and from time to time, the
Borrower  may,  subject  to  Section  2.12,  prepay  all or any part of the Loan
together with interest to date of payment, except that if the Loan is prepaid in
full during the twelve-month period commencing on the Closing Date, the Borrower
shall  also pay to the  Bank on the date of  prepayment  a  cancellation  fee of
$100,000.                                                                       

         Section  2.6  Mandatory  Prepayment.  If, as a result of  acceleration,
voluntary  prepayment  or  otherwise  in respect of the  Collateral  Notes,  the
Borrower  receives any payment of the principal amount of one or more Collateral
Notes  prior to January 4,  1999,  the  Borrower  shall  immediately  prepay the
principal  amount of the Note in the principal  amount prepaid on the Collateral
Notes.                                                                          

         Section 2.7 Evidence of Credit Extensions.  The Loan shall be evidenced
by the Note,  executed  by the  Borrower,  payable  to the order of the Bank and
dated the Closing Date.  The Bank shall record  advances and principal  payments
thereof on the grid attached thereto or, at its option, in its records,  and the
Bank's  record   thereof  shall  be  conclusive   absent   demonstrable   error.
Notwithstanding  the  foregoing,  the  failure  to make or an error in  making a
notation  with respect to any payment  shall not limit or  otherwise  affect the
obligations of the Borrower hereunder or under the Note.                        

         Section 2.8 Payment. Payment of principal,  interest and any other sums
due under  this  Agreement  or under the Note shall be made  without  set-off or
counterclaim  in dollars in immediately  available funds on the day such payment
is due not later than 12:00 Noon New York  time.  All sums  received  after such
time shall be deemed received on the next Business Day and principal payments or
sums (other than  interest) due hereunder  shall bear interest for an additional
day. All payments shall be made to the Bank at the address set forth beneath its
name on the  signature  pages  hereof or to such  other  address as the Bank may
advise the Borrower in writing.                                                 

Section 2.9 Computations of Interest; Business Day.           

                (a)     All  computations  of interest  under this Agreement and
         the Note  shall be made on the basis of a year of three  hundred  sixty
         (360) and actual days elapsed.  Interest  shall accrue on the principal
         balance outstanding, under the Note from and including the Closing Date
      to but excluding the date on which such principal balance is repaid.

                (b)     Payment of all amounts due hereunder  shall be made on a
         Business Day. Any payment due on a day that is not a Business Day shall
         be made on the next  Business  Day unless the next  Business  Day would
         fall in the next  calendar  month,  in which case such payment shall be
made on the Business Day immediately preceding the due date.  

Section 2.10 Increased Costs, Etc.                            

                (a)     If, after the date of this Agreement,  due to either (i)
         the  introduction of or any change in or in the  interpretation  of any
         law or regulation or (ii) the compliance  with any guideline or request
         from any central bank or other  governmental  authority (whether or not
         having the force of law), there shall be any (x) change in the basis of
         taxation of payments to the Bank of the principal of or interest on the
         Loan  (excluding  changes  in the  rate of tax  payable  on the  Bank's
         overall income and bank franchise taxes) or (y) imposition or change in
         any  reserve  or  similar  requirement,  and the  result  of any of the
         foregoing is an increase in the cost to the Bank of agreeing to make or
         making,  funding or  maintaining  the Loan (other  than the  Eurodollar
         Reserve  Percentage),  then the Borrower shall from time to time,  upon
         demand  by the  Bank and  within  15 days  thereof,  pay to the Bank an
         additional  amount sufficient to compensate the Bank for such increased
         cost. A certificate as to the amount of such increased cost,  submitted
         to the Borrower by the Bank,  shall be  conclusive  and binding for all
purposes, absent demonstrable error.                          

                (b)     If the Bank  determines  that compliance with any law or
         regulation  or any  guideline or request from any central bank or other
         governmental authority (whether or not having the force of law) affects
         or would  affect the  amount of  capital  required  or  expected  to be
         maintained by the Bank or any corporation controlling the Bank and that
         the amount of such capital is increased by or based upon the  existence
         of the  Loan or the  Bank's  commitment  to lend  hereunder,  then  the
         Borrower shall,  within fifteen (15) days after demand by the Bank, pay
         to the Bank an additional  amount  sufficient to compensate the Bank or
         such corporation in the light of such circumstances, to the extent that
         the Bank reasonably determines such increase in capital to be allocable
         to the  existence  of  the  Loan  or  the  Bank's  commitment  to  lend
         hereunder.  A certificate as to such amounts  submitted to the Borrower
         by the Bank shall be conclusive  and binding for all  purposes,  absent
demonstrable error.                                           

                (c)     Prior to making any demand for  compensation  under this
         Section  2.10,  unless such  action  would be  economically  or legally
         disadvantageous  to the  Bank  in the  reasoned  opinion  of its tax or
         regulatory  advisors,  the Bank will (i) designate a different  lending
         office if such  designation  will  avoid the need  for,  or reduce  the
         amount of, such  compensation to which the Bank is entitled pursuant to
         this  Section  2.10 and (ii)  permit the  Borrower to prepay all or any
         part of the Loan together with interest to the date of payment, subject
         to payment of the  cancellation  fee in Section 2.5 (if applicable) and
payment of funding losses pursuant to Section 2.12.           

         Section  2.11  Illegality.  If, after the date of this  Agreement,  the
adoption of any applicable law, rule or regulation, or any change in an existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof  by any  governmental  authority  charged  with  the  interpretation  or
administration  thereof, or compliance by the Bank with any request or directive
(whether  or not  having the force of law) of any such  governmental  authority,
makes it  unlawful or  impossible  for the Bank in the  reasoned  opinion of its
legal or regulatory  advisors to make,  maintain or fund the Loan at an interest
rate  based on LIBOR,  the Bank  shall  forthwith  give  notice  thereof  to the
Borrower,  whereupon the obligation of the Bank to make the Loan at a rate based
on LIBOR  shall be  suspended  until the Bank  notifies  the  Borrower  that the
circumstances  giving rise to such suspension no longer exist. Before giving any
notice to the  Borrower  pursuant to this  section,  the Bank shall  designate a
different lending office if such designation will avoid the need for giving such
notice (unless such action would be economically or legally  disadvantageous  to
the Bank in the reasoned opinion of its tax or regulatory advisors). If the Bank
makes a reasoned determination that it may not lawfully continue to maintain and
fund any of the Loan to  maturity at a rate based on LIBOR and so  specifies  in
such  notice,  the Bank shall  immediately  convert the Loan into a loan bearing
interest at the Base Rate in an equal principal amount.                         

         Section 2.12 Funding Losses.  The Borrower agrees to reimburse the Bank
and to hold  the Bank  harmless  from any  loss or  expense  which  the Bank may
sustain or incur as a consequence of:                                           

                (a)     the  failure  of the  Borrower  to make any  payment  or
         required  prepayment of principal of the Loan (including  payments made
after any acceleration thereof);                              

                (b)     the  failure  of the  Borrower  to make  any  prepayment
permitted hereunder after giving notice thereof, or           

                (c)     the repayment of the Loan on a day which is not the last
day of an Interest  Period;                                   

including any such loss or expense  arising from the liquidation or reemployment
of funds  obtained by it to maintain the Loan hereunder at a rate based on LIBOR
or from fees  payable  to  terminate  the  deposits  from  which such funds were
obtained.  Solely for purposes of calculating amounts payable by the Borrower to
the Bank under this section,  the Loan bearing interest at a rate based on LIBOR
(and each related  reserve,  special  deposit or similar  requirement)  shall be
conclusively  deemed to have been funded by a matching deposit in Dollars in the
interbank  eurodollar  market for a  comparable  amount  and for the  respective
Interest  Period,  whether or not the Loan was in fact so funded.               

         Section 2.13 Unavailability. If the Bank determines that for any reason
adequate  and  reasonable  means do not  exist  for  ascertaining  LIBOR for any
Interest  Period,  the Bank will forthwith give notice of such  determination to
the Borrower.  Commencing at the end of the Interest Period then in effect,  the
Loan shall bear interest at the Base Rate (rather than at a rate based on LIBOR)
until the Bank revokes such notice in writing.                                  

         Section 2.14 Special Prepayment. The provisions of Sections 2.10, 2.11,
and 2.12 shall also apply to any assignee  permitted pursuant to Section 7.7 and
shall  apply  to  any  unassigned  portion  of the  Loan  retained  by the  Bank
(regardless of whether the Bank may have sold a  participation  interest in such
retained portion to a participant  permitted pursuant to Section 7.7). If demand
for payment is made  pursuant to Section 2.10 or 2.12 or if notice of illegality
is given pursuant to Section 2.11,  whether by any such permitted  assignment or
by the Bank on behalf of any such permitted  participant,  then the Borrower may
prepay in full (but not in part) such  assignee's or  participant's  interest in
the Loan on the last day of the  Interest  Period  during  which such demand for
additional amounts was made or during which such notice of illegality was given.
Any principal amount,  interest or increased costs received by any such assignee
or participant  pursuant to this Section 2.14 shall not be required to be shared
with the Bank and any other assignees or participants.                          

ARTICLE III 
CONDITIONS PRECEDENT

         Section 3.1 Deliveries.  The obligation of the Bank to make the Loan is
subject to the condition  precedent that on the Closing Date the following items
shall have been delivered to the Bank in form and substance  satisfactory to the
Bank and its counsel:                                                           

                (a)     Agreement. A copy of this Agreement duly executed by the
Borrower.                                                     

      (b)     Note. The Note, duly executed by the Borrower.

                (c)     Pledge Agreement. The Pledge Agreement, duly executed by
the Borrower.                                                 

                (d)     Pechiney Resolutions,  etc. Copies of (i) resolutions of
         the Board of  Directors of  Pechiney,  authorizing  the issuance of the
         Collateral Notes and the agreement to provide the Letters of Credit and
         the other related  documents;  and (ii) a certificate of incumbency for
         Pechiney,  certified  as  true  and  correct  by  the  Secretary  or an
         Assistant  Secretary  of Pechiney;  all of which were  delivered to the
         Borrower by Pechiney in connection with the delivery to the Borrower of
         the  Collateral  Notes (or any  predecessor  note  which  the  Borrower
exchanged for the Collateral Notes).                          

                (e)     Collateral  Notes.  The Collateral  Notes in a principal
         amount of at least  [REDACTED  ],  indorsed in blank by the Borrower on
note allonges relating thereto.                               

                (f)     Letters of Credit.  The Letters of Credit  issued to the
      Bank as the beneficiary thereof in its capacity as collateral agent.

                (g)     Fees  Payable at  Closing.  The legal fees and  expenses
         (including,   without   limitation,   photocopying,   travel  and  word
         processing  charges) incurred by the Bank in connection with its review
         of the  Collateral  Notes  and the  Letters  of  Credit  and  with  its
         preparation  of this  Agreement,  the  Note and the  Pledge  Agreement,
         negotiations  in connection  therewith,  and research and other related
expenses.                                                     

                (h)     Funding Instructions. At least one Business Day prior to
         the  Closing  Date,   the  Borrower   shall  have   delivered   written
         instructions  to the Bank directing the manner of the payment of funds,
         and setting  forth (1) the name of the  transferee  bank or banks,  (2)
         each such  transferee  bank's ABA  number,  (3) the  account  names and
         numbers  into which such amount is to be  deposited,  and (4) the names
         and telephone  numbers of the account  representative  responsible  for
verifying receipt of such funds.                              

                (i)     Opinion of Counsel. An opinion,  dated the Closing Date,
         of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
         the Borrower,  in form and content reasonably  satisfactory to the Bank
and its counsel.                                              

         Section 3.2 Representations Correct. The obligation of the Bank to make
the Loan is subject to the  condition  precedent  that on the  Closing  Date the
representations and warranties contained in Article IV shall be true and correct
in all material respects.                                                       

         Section 3.3 Release of Credit Suisse Lien.  The  obligation of the Bank
to make the Loan is subject to the condition  precedent that on the Closing Date
the Bank shall have received  evidence in form and substance  satisfactory to it
and its counsel that Credit Suisse shall have  unconditionally  released all the
Liens in favor of it encumbering the Collateral Notes.                          

          ARTICLE IV
          REPRESENTATIONS AND WARRANTIES

The Borrower warrants that:                                   

         Section 4.1 Good Title to  Collateral.  He has good title to and is the
sole owner of the Collateral  Notes,  free and clear of any lien, and the pledge
of the  Collateral  Notes by the Borrower to the Bank is not  prohibited  in any
manner by,  and does not  require  the  consent  of any party  under,  any other
agreement,  subject  in  each  case  to the  Lien  in  favor  of  Credit  Suisse
encumbering the Collateral Notes, which Lien is being terminated  simultaneously
with the consummation of the transactions contemplated hereby.                  

         Section 4.2 Enforceable  Collateral  Notes;  No Default.  Except for an
amendment to the Collateral Notes dated as of July 29, 1994 and attached to each
original  Collateral Note delivered to the Bank by the Borrower,  there has been
no  modification  of the terms that appear on the face of the Collateral  Notes,
and the Collateral  Notes are  enforceable  against  Pechiney in accordance with
their  terms.  To the best of the  Borrower's  knowledge,  there  is no  uncured
default under the Collateral Notes.                                             

         Section 4.3 No Defense to or Prepayment of Collateral  Notes.  There is
no  defense,   right  of  offset  or  counterclaim  of  Pechiney  affecting  the
enforceability  of the  Collateral  Notes.  There  has  been  no  prepayment  of
principal  under  any  of  the  Collateral   Notes,  and  the  principal  amount
outstanding under each Collateral Note is the full original principal sum stated
on the face of such  Collateral  Note.  Pechiney  has paid and the  Borrower has
collected all payments of interest  heretofore  coming due under the  Collateral
Notes, and no such interest  payments  hereafter coming due under the Collateral
Notes have been prepaid by Pechiney or collected by the Borrower.               

         Section  4.4 No  Misrepresentation.  The  Borrower  has  not  made  any
misrepresentation  to  Pechiney  which  has  resulted  in or may  result  in any
defense,  or the  assertion  of any  defense,  by Pechiney  with  respect to its
obligations to pay under the Collateral Notes.                                  

         Section 4.5 No Insolvency Proceedings. The Borrower has no knowledge of
any insolvency proceeding of any type instituted with respect to Pechiney.      

         Section 4.6 No Default. No Default or Event of Default has occurred and
is continuing.                                                                  

         Section 4.7 Enforceable  Obligations.  The Borrower has the legal right
to  execute,  deliver  and  perform  this  Agreement,  the Note  and the  Pledge
Agreement.  No consent or authorization  of, filing with or act by or in respect
of any other person is required in connection  with the borrowings  hereunder or
with the execution,  delivery or performance of this Agreement,  the Note or the
Pledge Agreement.  This Agreement,  the Note and the Pledge Agreement constitute
legal, valid and binding  obligations of the Borrower,  enforceable  against the
Borrower in accordance with their respective terms.                             

         Section 4.8 No Legal Bar. The  execution,  delivery and  performance of
this Agreement,  the Note and the Pledge Agreement, and the borrowing hereunder,
will not violate any contractual  obligation of the Borrower and will not result
in the creation or imposition of a Lien on any of the Borrower's property (other
than the Lien created by the Pledge Agreement).                                 

         Section 4.9 No  Litigation.  Except as disclosed on Schedule 4.9, there
is no  litigation or  proceeding  of or before any  arbitrator  or  governmental
authority  pending  against the  Borrower (as to which the Borrower has received
notice in writing) (a) with respect to this Agreement,  the Loan, the use of the
proceeds  thereof,  the  Collateral  Notes or the Letters of Credit or (b) which
could   reasonably  be  expected  to  (i)  affect  the  legality,   validity  or
enforceability of this Agreement, the Collateral Notes or the Letters of Credit,
or (ii) otherwise have a Material Adverse Effect.                               

         Section  4.10 Taxes.  The  Borrower has filed or caused to be filed all
tax  returns  which are  required to be filed and has paid all taxes shown to be
due and payable on such returns or on any assessments  made against it or any of
its property by any  governmental  authority except to the extent any such taxes
are being  contested in good faith and any  exceptions  thereto are set forth on
Schedule  4.10.  No tax Lien has been filed with  respect  to any  material  tax
liability  against  the  Borrower,  and,  to the  Borrower's  knowledge,  no tax
assessment  is pending  against  the  Borrower,  except as set forth on Schedule
4.10.                                                                           

         Section 4.11 Margin Stock.  No part of the proceeds of the Loan will be
used for  "purchasing"  or "carrying"  any "margin  stock" within the meaning of
such terms under  Regulation U of the Board of Governors of the Federal  Reserve
System.                                                                         

         Section 4.12 Purpose of Loan.  The proceeds of the Loan will be used to
refund indebtedness of the Borrower to Credit Suisse, to obtain a release of the
lien in favor  of  Credit  Suisse  against  the  Collateral  Notes,  and to fund
business and investment purposes of the Borrower.                               

         Section  4.13 Pledge  Agreement.  The Pledge  Agreement is effective to
create in favor of the Bank a legal, valid and enforceable  security interest in
the Collateral  Notes.  The execution and delivery by the Borrower of the Pledge
Agreement and the delivery to the Bank of the  Collateral  Notes shall  together
constitute  a fully  perfected  first  priority  Lien on all  right,  title  and
interest of the Borrower in the Collateral  Notes and the proceeds thereof prior
and superior in right to any other person.                                      

         Section 4.14 Escrow  Agreement.  The Borrower has delivered to the Bank
on or prior to the Closing Date a true and correct copy of the Escrow Agreement.
No modification has been made to the Escrow Agreement since the date of the last
modification, a copy of which was delivered by the Borrower to the Bank.        

ARTICLE V 
COVENANTS 

         So long as any amount is outstanding under this Agreement and the Note,
the Borrower shall:                                                             

         Section  5.1  Financial  Statements.  Deliver  to the  Bank in form and
detail satisfactory to the Bank:                                                

                (a)     as soon as available, but not later than sixty (60) days
         after the end of each  calendar  quarter  and for that  portion  of the
         calendar  year ending  with such  quarter,  a  statement  of assets and
         liabilities of the Borrower as of the close of such quarter,  certified
         by the Borrower to the best of his knowledge as being true and complete
in all material respects; and                                 

               (b)     together with each statement of assets and liabilities,

                        (i)     a   letter   showing   which   assets   he  owns
                individually,  which assets his wife owns individually and which
                assets he owns  jointly  with his  wife.  Such  assets  shall be
                valued on a basis  consistent  with that used in the preparation
                of his March 31,  1994  statement  of  assets  and  liabilities,
                except  as  explained  in any notes to the  quarterly  statement
which such letter accompanies; and              

                        (ii)    an  update  on the  status  of the  audit by the
                Internal  Revenue Service of the Borrower's  federal tax returns
                (which update may be included in the footnotes to such statement
                of assets  and  liabilities;  the level of  disclosure  for such
                updates will be sufficient  if the same as for previous  updates
included in such footnotes).                    

Section 5.2 Notices. Promptly notify the Bank of:             

          (a)     the occurrence of any Default or Event of Default;

                (b)     (i) any  breach or  non-performance  of, or any  default
         under, any contractual obligation of the Borrower which could result in
         a Material Adverse Effect;  and (ii) any litigation or proceeding which
         may  exist  at any  time  between  the  Borrower  and any  governmental
authority which could result in a Material Adverse Effect;    

                (c)     the commencement of, or any material development in, any
         litigation  or  proceeding  affecting  the  Borrower  (i)  which  could
         reasonably be expected to have a Material Adverse Effect, (ii) in which
         the relief sought is an injunction or other stay of the  performance of
         this  Agreement,  the  Note  or  the  Pledge  Agreement  or  (iii)  any
         litigation  involving any of the Collateral Notes or any of the Letters
         of Credit (or other promissory notes or Letters of Credit issued in the
         same  transaction in which the Borrower  acquired the Collateral  Notes
and the Letters of Credit; and                                

                (d)     any Material  Adverse  Effect  subsequent to the date of
         the most recent  statement  of assets and  liabilities  of the Borrower
         delivered to the Bank pursuant to Section 5.1. Each notice  pursuant to
         this section shall be accompanied by a written  statement signed by the
         Borrower,  setting forth details of the occurrence referred to therein,
         and stating  what  action the  Borrower  proposes to take with  respect
         thereto and at what time.  Each notice  under  subsection  5.2(a) shall
         describe with particularity the provisions of this Agreement,  the Note
or the Pledge Agreement that have been breached.              

         Section  5.3  Payment  of  Obligations.  Pay  all  taxes,  assessments,
governmental  charges and other obligations when due, except as may be contested
in good faith or those as to which a bona fide dispute may exist.               

         Section  5.4 Further  Assurances.  Execute and deliver to the Bank such
further  instruments  and do such other further acts as the Bank may  reasonably
request to carry out more  effectively  the purposes of this  Agreement  and any
agreements and  instruments  referred to herein.  Section 5.5 Notice to Pechiney
and Escrow  Agent.  Deliver to the Bank within ten (10)  Business Days after the
Closing Date  evidence  satisfactory  to the Bank that the Borrower has notified
Pechiney that the  Collateral  Notes have been pledged to the Bank as collateral
and that the Bank is  holding  the  Collateral  Notes on its own  behalf  and as
collateral agent for any assignees permitted under this Agreement.              

         Section  5.6  Amendments  to Escrow  Agreement.  Not  amend the  Escrow
Agreement  in any manner  that would  change the terms of the  Collateral  Notes
pledged  to the Bank  under  the  Pledge  Agreement  and,  promptly  after  each
amendment  to the  Escrow  Agreement,  deliver  to the Bank a copy of each  such
amendment.                                                                      

         Section 5.7 Change in State of  Residence.  Not change the state of his
principal place of residence  without (a) notifying the Bank in writing prior to
such change,  (b)  designating in writing an agent for service of process in the
State of New York and notifying the Bank of same and (c)  delivering to the Bank
the written acceptance of such agent.                                           

ARTICLE VI
EVENTS OF DEFAULT 

         Section 6.1 Event of Default.  Any of the following shall constitute an
"Event of Default":                                                             

                (a)     Non-Payment. (i) The Borrower fails to pay any amount of
         principal  of the Loan when due,  whether at  maturity,  as a result of
         acceleration or otherwise,  including any mandatory prepayment; or (ii)
         the  Borrower  fails to pay,  within 3 Business  Days after the same is
         due, any interest, or other amount payable hereunder, under the Note or
         under the Pledge Agreement;  provided, however, that it shall not be an
         Event of Default  under clause (ii) of this  subsection  (a) if (w) the
         failure to pay  interest  under the Note or  hereunder  results  from a
         failure of Pechiney to pay interest  owed to the Borrower  under one or
         more Collateral Notes (a "Missed Interest  Payment"),  (x) the Borrower
         notifies  the Bank of same  pursuant  to Section 2.3 hereof and directs
         the Bank to demand  payment under the  Collateral  Notes and/or to draw
         under the Letters of Credit for the Missed  Interest  Payment,  (y) the
         Bank takes such action and receives the requested payment from Pechiney
         or is paid  the  amount  of the  drawing  by BNP and (z)  such  amount,
         together  with any amount  paid by the  Borrower in respect of interest
         then due hereunder, is equal to or greater than the amount then owed to
the Bank as interest hereunder; or                            

                (b)     Representation  or  Warranty.   Any   representation  or
         warranty  by the  Borrower  made or deemed made herein or in the Pledge
         Agreement,  or which  is  contained  in any  certificate,  document  or
         financial or other  statement  furnished by the  Borrower,  at any time
         under  this  Agreement  or the  Pledge  Agreement,  proves to have been
         incorrect or  misleading  in any material  respect on or as of the date
made or deemed made; or                                       

                (c)     Other  Default.  The  Borrower  (i) fails to  perform or
         observe  Section  5.1 or 5.2,  or (ii) fails to perform or observe  any
         other material term or covenant  contained in this  Agreement,  and not
         referred to in another subsection of this Section 6.1, and such default
         continues  unremedied for a period of 20 days or (iii) fails to perform
         or observe any other term or covenant contained in this Agreement,  and
         not referred to in clauses (i) or (ii) of this subsection (c) or in any
         other  subsection  of this  Section  6.1,  and such  default  continues
         unremedied  for a period of 20 days after the Bank gives  notice to the
Borrower of same; or                                          

                (d)     Cross-Default.  The  Borrower  (i)  fails  to  make  any
         required  payment when due in respect of any indebtedness or contingent
         obligation  having a principal  or face  amount of [ REDACTED]  or more
         when due (whether at scheduled  maturity or required  prepayment  or by
         acceleration,  demand,  or  otherwise);  or (ii)  fails to  perform  or
         observe any other condition or covenant, or any other event shall occur
         or condition exist,  under any agreement or instrument  relating to any
         such indebtedness or contingent obligation,  and such failure continues
         after the applicable grace or notice period,  if any,  specified in the
         document  relating  thereto,  if the effect of such  failure,  event or
         condition  is to cause,  or to permit  the  holder or  holders  of such
         indebtedness or beneficiary or beneficiaries of such Indebtedness (or a
         trustee or agent on behalf of such holder or holders or  beneficiary or
         beneficiaries)  to cause such indebtedness to be declared to be due and
         payable prior to its stated maturity,  or such contingent obligation to
         become payable or cash collateral in respect thereof to be demanded; or

                (e)     Material  Adverse  Change.  A  Material  Adverse  Effect
occurs; or                                                    

                (f)     Insolvent  Voluntary   Proceedings.   The  Borrower  (i)
         becomes insolvent,  or generally fails to pay, or admits in writing his
         inability to pay, his debts as they become due,  subject to  applicable
         grace periods,  if any,  whether at stated maturity or otherwise;  (ii)
         commences a proceeding under the bankruptcy laws of any state or of the
         United  States with  respect to  himself;  or (iii) takes any action to
effectuate or authorize any of the foregoing; or              

                (g)     Involuntary Proceedings.  (i) Any involuntary bankruptcy
         proceeding  is  commenced  or filed  against the  Borrower or any writ,
         judgment,  warrant of  attachment,  execution  or similar  process,  is
         issued  or  levied  against  a  substantial   part  of  the  Borrower's
         properties,  and any such  proceeding or petition is not dismissed,  or
         such  writ,  judgment,  warrant  of  attachment,  execution  or similar
         process is not  released,  vacated or fully bonded within 90 days after
         commencement,  filing or levy;  (ii) the  Borrower  admits the material
         allegations of a petition against him in any insolvency proceeding,  or
         an order for relief (or similar order under non-U.S. law) is ordered in
         any  insolvency  proceeding;  or (iii) the Borrower  acquiesces  in the
         appointment of a receiver, trustee, custodian, conservator, liquidator,
         mortgagee in possession  (or agent  therefor),  or other similar person
for a substantial portion of his property or business; or     

                (h)     Monetary  Judgments;  Liens.  One or  more  final  (non-
         interlocutory)  judgments,  orders or decrees is  entered  against  the
         Borrower or a Lien is filed against property of the Borrower  involving
         in  the  aggregate  a  liability  (not  fully  covered  by  independent
         third-party   insurance)  as  to  any  single  or  related   series  of
         transactions, incidents or conditions, of [ REDACTED ] or more, and the
         same remains  unvacated and unstayed  pending appeal (if a judgment) or
         unbonded  (if a Lien) for a period of 10 days after the entry  thereof,
or                                                            

                (i)     Pledge Agreement.  Any provision of the Pledge Agreement
         ceases to be valid and binding on or enforceable  against the Borrower,
         or the Pledge Agreement  ceases to create a valid security  interest in
         the Collateral Notes or such security interest ceases for any reason to
         be a perfected and first priority security interest, except if the Bank
fails to take any action exclusively in its control.          

     Section 6.2 Remedies. If any Event of Default occurs, the Bank may:

                (a)     declare  the unpaid  principal  amount of the Loan,  all
         interest  accrued and unpaid  thereon,  and all other  amounts owing or
         payable  hereunder  or under the Note and the  Pledge  Agreement  to be
         immediately due and payable  without  presentment,  demand,  protest or
         other notice of any kind, all of which are hereby  expressly  waived by
the Borrower; and                                             

                (b)     exercise  all  rights  and  remedies   available  to  it
         hereunder,  under the Note and under the Pledge Agreement or applicable
law;                                                          

provided,  however, that upon the occurrence of any event specified in paragraph
(f) or (g) of Section 6.1 above (in the case of clause (i) of paragraph (g) upon
the expiration of the 90-day period  mentioned  therein),  the obligation of the
Bank to extend  credit to the Borrower  shall  automatically  terminate  without
notice  to the  Borrower  and the  unpaid  principal  amount of the Loan and all
interest and other amounts due under this Agreement shall  automatically  become
due and  payable  without  further  act of the Bank and  without  notice  to the
Borrower;  and  provided,  further,  that  the  Bank  will  not  accelerate  the
Collateral  Notes or draw under the Letters of Credit for the  principal  amount
owed under the Collateral  Notes as a result solely of a Missed Interest Payment
unless a Reinstatement Event of Default then exists.                            

         Section  6.3  Rights  Not  Exclusive.   The  rights  provided  in  this
Agreement,  the  Note  and  the  Pledge  Agreement  are  cumulative  and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument,  document or agreement now existing or
hereafter arising.                                                              

ARTICLE VII 
MISCELLANEOUS 

         Section  7.1  Amendment  and  Waiver.  This  Agreement  may be amended,
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the parties hereto.                                                   

Section 7.2 Costs and Expenses. The Borrower shall:           

                (a)     reimburse  the Bank within five (5) Business  Days after
         demand  for all costs and  expenses  incurred  by the Bank,  including,
         without   limitation,   the  fees  and  disbursements  of  counsel  and
         paralegals, in connection with the development,  preparation, delivery,
         administration and execution of, and any amendment,  supplement, waiver
         or modification to, this Agreement,  the Note and the Pledge Agreement,
         the  review of the  Collateral  Notes  and  Letters  of Credit  and any
         amendment thereof, the transfer of the Letters of Credit to the Bank as
         beneficiary  and  the  consummation  of the  transactions  contemplated
hereby;                                                       

                (b)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and expenses  incurred by it,  including,  without
         limitation,  the fees and  disbursements of counsel and paralegals,  in
         connection with the enforcement,  attempted enforcement or preservation
         of any rights or remedies  (including in connection with any "workout,"
         or  restructuring  regarding the Loan and any insolvency  proceeding or
         appellate  proceeding)  under  this  Agreement,  the Note or the Pledge
         Agreement  or in  respect  of the  Collateral  Notes or the  Letters of
Credit; and                                                   

                (c)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and  expenses  incurred by the Bank in  connection
         with  litigation  involving  the  Collateral  Notes or the  Letters  of
Credit, whether related to enforcement thereof or otherwise.  

         Section 7.3 Indemnification.  The Borrower shall pay, defend, indemnify
and hold the Bank and its officers,  directors,  employees,  counsel, agents and
attorneys-in-fact  (each, an "Indemnified Person") harmless from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  costs,  charges,  expenses  or  disbursements  of any kind or nature
arising out of a drawing by the Bank under a Letter of Credit after  receiving a
Direction  to  Demand  Payment,  Accelerate  or  Draw  (all  of  the  foregoing,
collectively,  the "Indemnified Liabilities");  provided that the Borrower shall
have  no  obligation  hereunder  to  any  Indemnified  Person  with  respect  to
Indemnified  Liabilities arising from the gross negligence or willful misconduct
of such  Indemnified  Person.  The obligations in this Section 7.3 shall survive
payment and cancellation of all other obligations hereunder.  At the election of
any Indemnified  Person, the Borrower shall defend such Indemnified Person using
legal  counsel  satisfactory  to such  Indemnified  Person in such person's sole
discretion  and at the sole cost and expense of the Borrower.  All amounts owing
under this Section 7.3 shall be paid within 15 days after demand therefor.      

         Section  7.4  GOVERNING  LAW  AND  SUBMISSION  TO  JURISDICTION.   THIS
AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF
THE STATE OF NEW YORK.  THE  BORROWER  AND THE BANK  EACH  HEREBY  SUBMIT TO THE
EXCLUSIVE JURISDICTION OF (i) THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY AND (ii) THE UNITED  STATES  COURTS  SITTING IN NEW YORK CITY,  IN ANY
ACTION OR PROCEEDING BROUGHT AGAINST HIM OR IT HEREUNDER UNDER THE NOTE OR UNDER
THE PLEDGE AGREEMENT.  IN CONNECTION  THEREWITH,  THE BORROWER AND THE BANK EACH
WAIVES (A) ALL  OBJECTIONS  TO VENUE IN THE COURTS  DESCRIBED IN CLAUSES (i) AND
(ii) OR THE  PRECEDING  SENTENCE  AND  (B) ANY  ARGUMENT  THAT  SUCH A FORUM  IS
INCONVENIENT. SERVICE OF SUMMONS OR OTHER LEGAL PROCESS MAY BE MADE BY MAILING A
COPY OF ANY SUMMONS OR OTHER LEGAL  PROCESS IN ANY SUCH ACTION OR  PROCEEDING TO
THE BORROWER OR THE BANK IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE
BANK (AS THE CASE MAY BE) BY CERTIFIED MAIL. THE MAILING, AS HEREIN PROVIDED, OF
SUCH SUMMONS OR OTHER LEGAL  PROCESS IN ANY SUCH ACTION OR  PROCEEDING  SHALL BE
DEEMED  PERSONAL  SERVICE AND  ACCEPTED BY THE BORROWER OR THE BANK (AS THE CASE
MAY BE) FOR ALL PURPOSES OF ANY SUCH ACTION OR PROCEEDING.  FINAL JUDGMENT SHALL
BE  CONCLUSIVE  AND  MAY BE  ENFORCED  IN  OTHER  JURISDICTIONS  BY  SUIT ON THE
JUDGMENT,  AND A CERTIFIED  OR  EXEMPLIFIED  COPY OF A FINAL  JUDGMENT  SHALL BE
CONCLUSIVE  EVIDENCE  OF THE FACT AND OF THE AMOUNT OF ANY  INDEBTEDNESS  OF THE
BORROWER OR THE BANK (AS THE CASE MAY BE) IN ANY SUCH ACTION OR PROCEEDING.  THE
BORROWER AND THE BANK EACH AGREES TO BRING ANY ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES, OR ANY RELATED DOCUMENTS EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN THE UNITED STATES  FEDERAL  COURTS SITTING IN NEW
YORK, NEW YORK.                                                                 

         Section  7.5  Set-Off.  If an  Event  of  Default  exists,  the Bank is
authorized to set-off and apply any and all deposits  (general or special,  time
or demand,  provisional or final) at any time held by, and other indebtedness at
any time owing to, the Bank to or for the credit or the account of the  Borrower
against any and all  obligations  owing to the Bank, now or hereafter  existing,
whether or not the Bank has made demand  under this  Agreement,  the Note or the
Pledge  Agreement and although such  obligations may be contingent or unmatured.
The Borrower  hereby  waives prior  notice of such  action.  The Bank,  however,
agrees  promptly  to  notify  the  Borrower  after any such  set-off,  provided,
however,  that the failure to give such notice  shall not affect the validity of
such  setoff.  The rights of the Bank under this  Section 7.5 are in addition to
the other rights and remedies (including other rights of set-off) which the Bank
may have.                                                                       

         Section 7.6 Waiver.  No failure or delay on the part of the Bank or the
Borrower in exercising any right, power or privilege under this Agreement and no
course of dealing  between the  Borrower or any other person and the Bank or any
other person shall operate as a waiver hereof or thereof.                       

Section 7.7 Successors and Assigns.                           

                (a)     This  Agreement  shall be binding  upon and inure to the
         benefit of each party hereto and its  successors  and  assigns,  except
         that the  Borrower  shall not be entitled to assign or transfer  all or
         any of his rights,  benefits or obligations  hereunder,  except for his
death or mental incapacity.                                   

                (b)     The Bank may not assign or otherwise transfer any of its
         rights or obligations  under this Agreement  except as provided in this
Section 7.7(b):                                               

                        (i)     Prior to  approaching  any Eligible  Institution
                for the purpose of assigning a portion of its interest herein or
                selling a participation in its rights and obligations under this
                Agreement, the Bank shall discuss with the Borrower the names of
                such  potential  participants  or assignees.  The Bank shall not
                assign or sell a  participation  in its rights  and  obligations
                under this  Agreement to any person  unless the  Borrower  shall
                have consented  thereto (which consent shall not be unreasonably
withheld).                                      

                        (ii)    The  Borrower  shall  be  given  prompt  written
                notice of any  grant of any such  participation  or  assignment,
                which  notice  shall  include (x) the name and  jurisdiction  of
                organization  of the  participant  and  (y) the  amount  of such
participation or assignment.                    

(iii)   The Bank agrees that:   

                                (A)     it will not  assign an  interest  in, or
                sell a  participation  in,  the  Loan  in an  amount  less  than
$15,000,000;                                    

                                (B)     it will at all  times  retain  not  less
than $15,000,000 of the Loan;                   

                                (C)     it will  provide  in any  assignment  or
                participation  agreement with any assignee or  participant  that
                such assignee or participant may not make a subparticipation  or
                assign any portion of its  interest in the Loan if, after giving
                effect to such participation or assignment,  such participant or
      assignee would hold less than $15,000,000 of the Loan;

                                (D)     the Bank will not assign an  interest or
                sell a participation  in the Loan to any assignee or participant
                who would be entitled to receive  additional  compensation under
                Section 2.10 at the time of such assignment or sale by the Bank,
                nor to any assignee or participant who would find it unlawful or
                impossible  to make,  maintain or fund its assigned  interest or
                participation  in the Loan at a rate based on LIBOR as  provided
                in Section 2.11,  at the time of such  assignment or sale by the
Bank;                                           

                                (E)     with  respect to any matter on which the
                Bank and any assignee or  participant  is required to vote or is
                solicited  to consent  pursuant to the terms of a  participation
                agreement  or an  assignment  agreement,  as the  case  may  be,
                between the Bank and such person, if the matter to be decided is
                one that does not require the unanimous consent of all assignees
                or  participants,  financial  institutions  holding  51%  of the
                outstanding Loan shall decide the issue,  provided that such 51%
includes the Bank; and                          

                                (F)     in  any   participation   agreement   or
                assignment  agreement with any  participant or assignee,  as the
case may be, the Bank will:                     

                                        (x)     require that any bank  organized
                outside the United  States will  deliver to the Bank with a copy
                to the Borrower Internal Revenue Service Form 4224 or 1001, duly
completed and signed; and                       

                                        (y)     provide that each participant or
                assignee,  as the case may be, will agree to be bound by all the
         terms of this Agreement as if it were a signatory hereto.

                        (iv)    The Bank may, in  connection  with any  proposed
                participation   or   assignment,   disclose   to  the   proposed
                participant or assignee any information relating to the Borrower
                furnished to the Bank by or on behalf of the Borrower; provided,
                that prior to any such disclosure,  the proposed  participant or
                assignee shall agree in writing to preserve the  confidentiality
                of  any  confidential   information  relating  to  the  Borrower
                received  by it from the Bank to the same  extent as is required
of the Bank.                                    

                        (v)     The Bank shall act as agent in  connection  with
                any transfer  permitted  hereunder and the administration of the
                Loan and shall remain the holder of the Collateral Notes and act
                as collateral agent of the Collateral Notes holding the same for
                its  benefit  and the  benefit of the  permitted  assignees  and
                participants  hereunder.  The Borrower  shall not be required to
                deal with any  participant  or assignee in  connection  with the
                administration  of the Loan,  and each  assignment  agreement or
                participation agreement shall provide that each such assignee or
                participant  shall  deal  solely  with the Bank as agent and not
directly with the Borrower.                     

         Section  7.8  Confidentiality.  The  Bank  agrees  to take  normal  and
reasonable  precautions and exercise due care to maintain the confidentiality of
all information  identified as "confidential" by the Borrower and provided to it
by the Borrower in connection with this Agreement, and it shall not use any such
information  for any purpose or in any manner  other than  pursuant to the terms
contemplated by this Agreement; except to the extent such information (i) was or
becomes generally available to the public other than as a result of a disclosure
by the Bank, or (ii) was or becomes available on a non-confidential basis from a
source  other than the  Borrower,  provided  that such  source is not bound by a
confidentiality agreement with the Borrower known to the Bank; provided further,
however,  that the Bank may  disclose  such  information:  (A) at the request or
pursuant to any requirement of any  governmental  authority to which the Bank is
subject or in connection  with an examination of the Bank by any such authority;
(B) pursuant to subpoena or other court  process;  (C) when required to do so in
accordance with the provisions of any applicable  requirement of law; (D) to the
Bank's independent auditors and other professional  advisors,  all of whom shall
have been advised of the  confidential  nature of such  information;  and (E) to
proposed assignees or participants in accordance with Subsection 7.7(b)(iv).  It
is understood that the financial information to be delivered pursuant to Section
5.1 or any similar  financial  information  delivered  prior to the Closing Date
shall be deemed to have been identified as confidential by the Borrower.        

         Section  7.9   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.                                                           

         Section 7.10  Severability.  Any provision of this  Agreement  which is
illegal,  invalid  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  illegality,  invalidity or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the legality,  validity or  enforceability  of such  provision in any
other jurisdiction.                                                             

         Section 7.11 Notices.  Unless specifically  indicated otherwise herein,
all notices,  requests and other communications  provided for hereunder shall be
in writing (including,  without limitation, by facsimile transmission) and shall
be sent to the parties hereto at the address for notice specified  beneath their
names  on  the  signature  pages  hereof  or to  such  other  address  as may be
designated  by a party in a written  notice to the other  party.  Any  notice or
other  communication  hereunder  shall be deemed  given  when  delivered  to the
addressee in writing or when given by telephone immediately confirmed in writing
by  tested  telex,   facsimile   (electronic  answer  back  received)  or  other
telecommunication device.                                                       

         Section 7.12 Document Stamp Taxes. The Borrower represents and warrants
to the Bank that this  Agreement has been executed and delivered by the Borrower
to the Bank  outside of the State of  Florida,  and that the Note and the Pledge
Agreement  have been or shall be executed  and  delivered by the Borrower to the
Bank outside of the State of Florida.  The Borrower agrees to indemnify,  defend
and hold the Bank harmless against any Florida  documentary stamp taxes that may
be assessed or asserted against this Agreement,  the Note, the Pledge Agreement,
the  Loan,  or any such  security  therefor,  or any  renewal,  modification  or
amendment thereof,  or any renewal,  modification or amendment thereof from time
to time, and against any and all liability,  costs,  attorneys' fees, penalties,
interest or expenses  relating to any such Florida  documentary  stamp taxes, as
and when the same may be assessed or asserted.                                  

         Section  7.13 WAIVER OF JURY TRIAL.  THE  BORROWER  AND THE BANK HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR
DEFEND ANY RIGHTS (i) UNDER THIS AGREEMENT,  THE NOTE OR THE PLEDGE AGREEMENT OR
(ii) ARISING FROM ANY  RELATIONSHIP  EXISTING IN CONNECTION WITH THIS AGREEMENT,
AND AGREE THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.                                                              

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         IN WITNESS WHEREOF,  the parties hereto have caused the Agreement to be
executed and delivered as of the date first above                               

                /s/ Peter W. May
                              ------------------------------
            PETER W. MAY

                    Address for Notices:

                         c/o Triarc Companies, Inc
                900 Third Avenue
                        New York, New York 10022
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]

              with a copy to

                             Paul, Weiss, Rifkind, Wharton
          & Garrison
                           1285 Avenue of the Americas
                             New York, New York 10019-6064
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                          Attention: Neale M. Albert

                            NATIONSBANK OF FLORIDA, N.A.

   By:
                                         ---------------------------------
                           Title: Authorized Signatory

                    Address for Notices:

                            NationsBank of Florida, N.A.
               Private Banking
                  324 Royal Palm Way
                         Palm Beach, Florida 33480
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                       Attention: Mark Antweil

                      Addresses for Payment:

                            NationsBank of Florida, N.A.
               Private Banking
                  324 Royal Palm Way
                         Palm Beach, Florida 33480
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                   ABA #: [ REDACTED ]
                         Account No.: [ REDACTED ]
                     Re: Peter W. May Loan
                                   # [ REDACTED ], Note # [ REDACTED ]

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AMENDMENT NO. 1 TO
TERM LOAN AGREEMENT 

         AMENDMENT  NO. 1 dated  January 18,  1996,  to the TERM LOAN  AGREEMENT
dated as of July 29, 1994 (the "LOAN AGREEMENT"),  by and between PETER MAY (the
"BORROWER") and NATIONSBANK OF FLORIDA, N.A. (the "BANK").                      

         The Borrower and the Bank are parties to the Loan  Agreement,  pursuant
to which the Bank made a term loan to the  Borrower  in the  original  principal
amount of  $51,000,000.  The Borrower has requested that  NationsBank,  N.A., an
affiliate of the Bank (the "CAROLINA BANK"), provide a revolving credit facility
to the Borrower and Leni May. In accordance with such request,  the Borrower and
Leni May and the Carolina Bank are entering into a Credit  Agreement dated as of
January 18, 1996 (such Agreement,  as amended or otherwise modified from time to
time,  being  hereinafter  referred to as the "CREDIT  AGREEMENT"),  pursuant to
which the Carolina  Bank has agreed to make loans (the "DEMAND  LOANS"),  to the
Borrower  and  Leni  May  in an  aggregate  principal  amount  at any  one  time
outstanding not to exceed the amount of the Commitment (as defined in the Credit
Agreement).  It is a condition precedent to the making of any Demand Loan by the
Carolina Bank that, among other things, the Loan Agreement be amended to provide
that any "Event of Default" under the Credit Agreement shall constitute an Event
of Default under the Loan Agreement and to amend certain other provisions of the
Loan Agreement as hereinafter set forth. Accordingly,  the Borrower and the Bank
hereby agree as follows:                                                        

         1.     DEFINITIONS. All terms used herein which are defined in the Loan
Agreement and not otherwise defined herein are used herein as defined therein.  

         2.     ADDITIONAL  DEFINITIONS.  Section 1.1 of the Credit Agreement is
hereby amended by adding the following definitions (in appropriate  alphabetical
order):                                                                         

                ""CAROLINAS AGENT" means NationsBank, N.A., acting as collateral
agent under the Triarc Pledge Agreement.                      

                "COLLATERAL  AGENT" means the Bank,  acting as collateral  agent
under the Pledge Agreement.                                   

                "DEMAND  LOANS"  means  the  loans  made  by  NationsBank,  N.A.
pursuant to the Triarc Credit Agreement.                      

                "DEPOSITARY   BANK"  means   NationsBank  of  Texas,   N.A.,  as
depositary bank pursuant to the Pledge Agreement.             

                "DWG" means DWG  Acquisition  Group,  L.P.,  a Delaware  limited
partnership.                                                  

              "PECHINEY" means Pechiney Corporation, a Delaware corporation.

                "PECHINEY  PROCEEDS"  means any  principal  of or  interest on a
         Collateral  Note,  any  drawing  on a Letter  of  Credit  or any  other
         proceeds  received  in  respect  of a  Collateral  Note or a Letter  of
Credit.                                                       

                "TRIARC CREDIT AGREEMENT" means the Credit Agreement dated as of
         January 18, 1996, by and among Peter May and Leni May and  NationsBank,
N.A., as amended or otherwise modified from time to time.     

                "TRIARC  PLEDGE   AGREEMENT"   means  the  Pledge  and  Security
         Agreement  made by DWG in favor of  NationsBank,  N.A.,  as  collateral
         agent for itself and for  NationsBank  of Florida,  N.A., in respect of
         certain shares of stock issued by Triarc Companies, Inc., as amended or
otherwise modified from time to time."                        

         3.     PAYMENT UNDER COLLATERAL  NOTES AND LETTERS OF CREDIT.  The last
two sentences of the first  paragraph of Section 2.3 are hereby deleted in their
entirety, and the following hereby substituted therefor:                        

         "The parties hereby confirm that pursuant to the Pledge Agreement,  (i)
         the Borrower  shall receive all payments by Pechiney of interest on the
         Collateral Notes,  subject to the provisions of Section 6 of the Pledge
         Agreement,  Section  6.1(a)  hereof  and the other  provisions  of this
         Section 2.3,  (ii) the  Depositary  Bank shall  receive all payments by
         Pechiney of principal of the Collateral Notes, and (iii) the Collateral
         Agent  shall  receive the  proceeds  of all  drawings on the Letters of
         Credit.  Pechiney  Proceeds in respect of interest  shall be applied in
         accordance  with  Sections  6 and  11(d) of the  Pledge  Agreement  and
         Sections 2.6 and 6.2 hereof.  Pechiney Proceeds in respect of principal
         shall be applied in  accordance  with  Sections 2.6 (b) and (c) and 6.2
         hereof,  Sections 6 and 11(d) of the Pledge  Agreement and Sections 2.5
and 6.2 of the Triarc Credit Agreement."                      

         4.     AMENDMENT  TO  MANDATORY  PREPAYMENT.  Section  2.6 of the  Loan
Agreement is hereby  amended by deleting it in its entirety and by  substituting
therefor the following:                                                         

         "Section 2.6 MANDATORY PREPAYMENT. (a) If, as a result of acceleration,
         voluntary prepayment,  scheduled payment or otherwise in respect of the
         Collateral  Notes,  Pechiney at any time or from time to time makes any
         payment of principal of a Collateral Note (each a "PRINCIPAL PAYMENT"),
         the Borrower shall immediately prepay the principal amount of the Note.
         Such prepayment shall be equal to 85% of such Principal  Payment,  and,
         provided  that no Default  (under  either this  Agreement  or under the
         Triarc  Credit  Agreement)  or Event of  Default  has  occurred  and is
         continuing  (and the Borrower shall  immediately  provide to the Bank a
         certificate confirming that no Default or Event of Default has occurred
         and is  continuing),  promptly and in any event  within three  Business
         Days an amount (the "EXCESS  PORTION")  equal to 15% of such  Principal
         Payment  shall be paid to the  Borrower.  The Bank agrees to direct the
         Depositary  Bank and the Collateral  Agent to pay the Excess Portion of
         the Principal  Payment to the Borrower in accordance  with, but subject
         to, the foregoing  sentence.  It is  understood  and agreed that if the
         amount equal to 85% of the Principal  Payment  exceeds the  outstanding
         principal  amount of the Note,  an amount equal to such excess shall be
         paid by the Borrower to NationsBank,  N.A. for application  against the
         aggregate  principal  amount of the Demand Loans  outstanding and other
obligations under the Triarc Credit Agreement.                

                (b)     If any Default or Event of Default has  occurred  and is
         continuing  when any Pechiney  Proceeds are received or otherwise being
         held by the  Depositary  Bank,  the  Collateral  Agent or the Bank, the
         entire amount of such Pechiney  Proceeds  shall be paid to the Bank and
         applied by the Bank as a payment of principal of the Note or applied by
         the Bank as a payment of interest on the Note or other  obligations  of
         the  Borrower  hereunder,  as the  Bank in its  sole  discretion  shall
         determine (it being  understood  that the Borrower  shall have no right
         whatsoever to receive any portion of such proceeds,  except pursuant to
         Section 15 of the Pledge  Agreement).  If the Pechiney  Proceeds exceed
         the principal of and interest on the Note and the other  obligations of
         the Borrower hereunder,  the Borrower shall pay an amount equal to such
         excess to  NationsBank,  N.A.  for  application  against the  aggregate
         principal  amount of Demand  Loans  and other  obligations  outstanding
         under the Triarc Credit Agreement.  It is also understood that upon the
         payment of any  Pechiney  Proceeds in respect of the  principal  of the
         Collateral Notes, NationsBank, N.A. may at any time thereafter decrease
         the  Original  Advance  Percentage  (as  defined in the  Triarc  Credit
         Agreement)  and the Margin  Call  Percentage  (as defined in the Triarc
         Credit Agreement)(in either case, to such percentage as the Bank may in
         its sole and absolute  discretion  determine) by giving either Borrower
         thereunder  notice  of such  revised  percentage.  If  such a  decrease
         results in a "Default" under the Triarc Credit Agreement,  then (i) the
         decrease will constitute a Default hereunder,  (ii) so long as any such
         "Default", or any other Default or Event of Default, shall occur and be
         continuing,  the Borrower  shall no right to receive any portion of the
         Pechiney  Proceeds,  (iii) if any "Event of Default" (as defined in the
         Triarc Credit Agreement), or any other Event of Default shall occur and
         be continuing,  such Pechiney Proceeds may be applied to the payment of
         the Borrower's  obligations  hereunder or to the obligations  under the
         Triarc Credit  Agreement,  and (iv) if such "Default"  under the Triarc
         Credit  Agreement is cured or waived,  and no other  Default,  Event of
         Default  or  "Event  of  Default"  (as  defined  in the  Triarc  Credit
         Agreement) has occurred and is  continuing,  the Bank will upon request
         promptly  and in any event  within  three  Business  Days return to the
         Borrower the Excess  Portion of such Principal  Payment,  to the extent
         not applied to the Borrower's obligations hereunder or under the Triarc
         Credit  Agreement in accordance  with clause (iii) hereof (and the Bank
         agrees to direct the Depositary  Bank and the  Collateral  Agent to pay
         the  Excess  Portion  of  the  Principal  Payment  to the  Borrower  in
accordance with, but subject to, this clause (iv)).           

                (c)     Each  prepayment  shall be accompanied by the payment of
         accrued  interest to the date of such prepayment on the amount prepaid,
 and shall be subject to the provisions of Section 2.12 hereof."

         5.     AMENDMENT TO REPRESENTATION EVENT OF DEFAULT.  Subsection (b) of
Section  6.1 of the Loan  Agreement  is hereby  amended  by  deleting  it in its
entirety and by substituting therefor the following:                            

         "(b) REPRESENTATION OR WARRANTY.  Any representation or warranty by the
         Borrower made or deemed made herein or in the Pledge  Agreement,  or by
         DWG made or deemed  made in the Triarc  Pledge  Agreement,  or which is
         contained in any certificate,  document or financial or other statement
         furnished by the Borrower or DWG at any time under this Agreement,  the
         Pledge  Agreement or the Triarc Pledge  Agreement,  proves to have been
         incorrect or  misleading  in any material  respect on or as of the date
made or deemed made; or"                                      

         6.     AMENDMENT  TO  COVENANT  EVENT  OF  DEFAULT.  Subsection  (c) of
Section  6.1 of the Loan  Agreement  is hereby  amended  by  deleting  it in its
entirety and by substituting therefor the following:                            

         "(c)  OTHER  DEFAULT.  (i) The  Borrower  fails to  perform  or observe
         Section  5.1 or 5.2, or (ii) the  Borrower  fails to perform or observe
         any other material term or covenant  contained in this  Agreement,  and
         not  referred to in another  subsection  of this  Section 6.1, and such
         default  continues  unremedied  for a period  of 20 days,  or (iii) the
         Borrower  fails to  perform  or  observe  any  other  term or  covenant
         contained in this Agreement or in the Pledge Agreement and not referred
         to in  clauses  (i) or  (ii)  of this  subsection  (c) or in any  other
         subsection of this Section 6.1, and such default  continues  unremedied
         for a period of 20 days after the Bank gives  notice to the Borrower of
         same,  or (iv) DWG fails to  perform or  observe  any term or  covenant
         contained in the Triarc  Pledge  Agreement  and such default  continues
         unremedied  for a period of 20 days after the Bank gives  notice to DWG
of same; or"                                                  

         7.     ADDITIONAL EVENTS OF DEFAULT.  Section 6.1 of the Loan Agreement
is hereby  amended (a) by deleting the period at the end of subsection  (i), and
by substituting "; or" in lieu thereof,  and (b) by inserting  immediately after
subsection (i) of Section 6.1 of the Loan Agreement the following:              

         "(j)  TRIARC  PLEDGE  AGREEMENT.  Any  provision  of the Triarc  Pledge
         Agreement ceases to be valid and binding on or enforceable against DWG,
         the Triarc Pledge Agreement ceases to create a valid security  interest
         in the  collateral  purported  to be covered  thereby or such  security
         interest  ceases for any reason to be a  perfected  and first  priority
         security  interest,  except  if the  Bank  fails  to  take  any  action
exclusively within its control; or                            

         (k) TRIARC CREDIT  AGREEMENT.  An "Event of Default"  shall occur under
         the  Credit  Agreement  dated as of  January  18,  1996,  as amended or
         otherwise  modified  from time to time,  between Peter May and Leni May
and NationsBank,  N.A."                                       

         8.     ADDITIONAL REMEDIES. Section 6.2 of the Loan Agreement is hereby
amended (a) by adding the word "and" at the end of subsection  (b) thereof,  and
(b) by inserting  immediately  after  subsection  (b) of Section 6.2 of the Loan
Agreement  and before the proviso the  following:  "(c)  enforce,  as Collateral
Agent, and direct the Carolinas Agent to enforce,  all of the Liens and security
interests  pursuant to the Pledge  Agreement  and the other Loan  Documents  (as
defined in the Triarc Credit Agreement);"                                       

         9.     REPRESENTATIONS  AND WARRANTIES.  The Borrower hereby represents
and warrants to the Bank as follows:                                            

                (a)     The  representations and warranties made by the Borrower
         in Article IV of the Loan Agreement,  the Pledge  Agreement and in each
         other related document,  certificate and other writing delivered to the
         Bank on or prior to the date  hereof are true and  correct on and as of
         the date hereof as though made on and as of the date hereof  (except to
         the extent such  representations and warranties  expressly relate to an
         earlier  date).  No  Default or Event of Default  has  occurred  and is
         continuing,  or would  result from the  execution  and delivery of this
Amendment No. 1.                                              

                (b)     The Borrower has the legal capacity to execute,  deliver
         and  perform  this  Amendment,  and to perform the Loan  Agreement,  as
amended hereby.                                               

                (c)     The execution,  delivery and performance by the Borrower
         of, and the  consummation  of each  transaction  contemplated  by, this
         Amendment and the Loan  Agreement,  as amended  hereby,  (i) require no
         governmental  authority or other  regulatory body approval or action by
         or in respect of any  governmental  authority or other  regulatory body
         and (ii) do not (A)  contravene,  or  constitute a default  under,  any
         provision  of any  applicable  law  or  regulation,  or any  agreement,
         indenture, judgment, order, decree or other instrument binding upon the
         Borrower or his properties, or (B) result in the creation or imposition
of any Lien on any asset of the Borrower.                     

                (d)     This  Amendment  has been duly executed and delivered by
         the Borrower. Each of this Amendment and the Loan Agreement, as amended
         hereby,  constitutes  the legal,  valid and binding  obligation  of the
         Borrower enforceable against the Borrower in accordance with its terms.

         10.  EXPENSES.  The  Borrower  will pay on demand  all fees,  costs and
expenses of the Bank in connection with the preparation,  execution and delivery
of this  Amendment and all other  agreements,  instruments  and other  documents
related to the foregoing,  including,  without limitation,  the reasonable fees,
client charges and other expenses of counsel to the Bank.                       

         11.  INDEMNIFICATION.  It is understood  and agreed that Section 7.3 of
the Loan  Agreement  shall benefit both the Bank and the Collateral  Agent,  and
every  reference  therein to "Bank" shall be deemed to include  "the  Collateral
Agent."                                                                         

12. MISCELLANEOUS.                                            

                (a)     CONTINUED EFFECTIVENESS OF THE LOAN AGREEMENT. Except as
         otherwise  expressly  provided herein, the Loan Agreement and the other
         related  agreements,  instruments and documents (the "LOAN  DOCUMENTS")
         are, and shall  continue to be, in full force and effect and are hereby
         ratified and  confirmed  in all  respects  except that on and after the
         date  hereof  (i)  all  references  in  the  Loan  Agreement  to  "this
         Agreement",  "hereto",  "hereof",  "hereunder"  or words of like import
         referring  to the Loan  Agreement  shall  mean the  Loan  Agreement  as
         amended by this  Amendment,  and (ii) all  references in the other Loan
         Documents  to which the  Borrower  is a party to the "Loan  Agreement",
         "thereto", "thereof", "thereunder" or words of like import referring to
         the Loan  Agreement  shall mean the Loan  Agreement  as amended by this
         Amendment. Except as expressly provided herein, the execution, delivery
         and  effectiveness  of this Amendment  shall not operate as a waiver of
         any right,  power or remedy of the Bank under the Loan Agreement or any
         other Loan  Document,  nor  constitute a waiver of any provision of the
Loan Agreement.                                               

                (b)     COUNTERPARTS.  This  Amendment  may be  executed  in any
         number of  counterparts  and by  different  parties  hereto in separate
         counterparts,  each of which shall be deemed to be an original, but all
      of which taken together shall constitute one and the same agreement.

                (c)     HEADINGS.  Section  headings  herein  are  included  for
         convenience  of reference  only and shall not constitute a part of this
Amendment for any other purpose.                              

                (d)     GOVERNING LAW. This Amendment  shall be governed by, and
 construed in accordance with, the law of the State of New York.

                (e)     EFFECTIVENESS.  This Amendment shall become effective on
         the date as of which the Bank shall have received this Amendment,  duly
executed by the Borrower.                                     

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.                      

         Peter May

                            NATIONSBANK OF FLORIDA, N.A.

                           By:  Jane R. Heller, S.V.P.
                               Title: Vice President

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                                                                        REDACTED

INTERCREDITOR AGREEMENT 

         INTERCREDITOR   AGREEMENT  dated  January  25,  1996,  by  and  between
NATIONSBANK OF FLORIDA, N.A. (the "FLORIDA BANK"), NATIONSBANK OF FLORIDA, N.A.,
as agent for  NationsBank,  N.A. and NationsBank of Florida,  N.A. (the "FLORIDA
AGENT"),  NATIONSBANK,  N.A. (the  "CAROLINAS  BANK";  together with the Florida
Bank, the "BANKS") and  NATIONSBANK,  N.A., as agent for NationsBank of Florida,
N.A. and  NationsBank,  N.A. (the "CAROLINAS  AGENT";  together with the Florida
Agent, the "AGENTS").                                                           

W I T N E S S E T H:

         WHEREAS, Peter May and Leni May (collectively, the "BORROWERS") and the
Carolinas Bank are parties to the Credit  Agreement dated as of January 18, 1996
(such  Agreement,  as amended or  otherwise  modified  from time to time,  being
hereinafter referred to as the "REVOLVING CREDIT AGREEMENT"),  pursuant to which
the  Carolinas  Bank has  agreed  to make  loans  (the  "DEMAND  LOANS")  to the
Borrowers in an aggregate  principal  amount at any one time  outstanding not to
exceed the amount of the Commitment (as defined in the Credit Agreement),  which
Demand Loans will be evidenced by a demand promissory note dated the date hereof
(as such demand  promissory  note may be modified or extended from time to time,
and any promissory note or notes issued in exchange or replacement therefor, the
"DEMAND NOTE"),  made by the Borrowers to the order of the Carolinas Bank and in
the original principal amount of the Commitment;                                

         WHEREAS,  Peter May and the  Florida  Bank are parties to the Term Loan
Agreement  dated as of July 29, 1994 (such  Agreement,  as amended or  otherwise
modified  from  time  to  time,  being  hereinafter  referred  to as  the  "TERM
AGREEMENT";   together  with  the  Revolving  Credit   Agreement,   the  "CREDIT
AGREEMENTS"),  pursuant  to which the  Florida  Bank made a term loan (the "TERM
LOAN") to Peter May in the original principal amount of $60,000,000,  which Term
Loan is  evidenced by a term  promissory  note dated June 29, 1994 (as such term
promissory  note  may be  modified  or  extended  from  time  to  time,  and any
promissory note or notes issued in exchange or replacement  therefor,  the "TERM
NOTE"),  made by Peter May to the order of the Florida  Bank and in the original
principal amount of the Term Loan;                                              

         WHEREAS,  it is a condition  precedent to the making of any Demand Loan
pursuant to the Revolving Credit Agreement that (i) DWG Acquisition Group, L.P.,
a  Delaware  limited  partnership,  shall have  executed  and  delivered  to the
Carolinas  Agent a pledge  and  security  agreement  (as  amended  or  otherwise
modified from time to time,  the "TRIARC PLEDGE  AGREEMENT"),  providing for the
assignment to the Carolinas Agent, for the benefit of the Carolinas Bank and the
Florida  Bank,  and the grant to the  Carolinas  Agent,  for the  benefit of the
Carolinas  Bank and the Florida Bank, of a security  interest in, certain of the
outstanding  shares of capital stock issued by Triarc Companies,  Inc., and (ii)
Peter May shall have  executed and delivered to the Florida Agent an Amended and
Restated  Pledge  Agreement  dated July 29, 1994, as amended and restated on the
date hereof (as so amended,  and as hereafter amended or otherwise modified from
time to time, the "PECHINEY PLEDGE  AGREEMENT";  together with the Triarc Pledge
Agreement,  the "PLEDGE AGREEMENTS"),  made by Peter May in favor of the Florida
Agent,  providing  for the pledge to the Florida  Agent,  for the benefit of the
Carolinas Bank and the Florida Bank, and the grant to the Florida Agent, for the
benefit of the Carolinas  Bank and the Florida Bank, of a security  interest in,
certain debt issued by Pechiney Corporation and the related letters of credit;  

         WHEREAS,  the Banks and the Agents wish to set forth their agreement as
to the  exercise  of certain of their  respective  rights and  obligations  with
respect to the Credit  Agreements,  the Pledge Agreements and the Collateral (as
hereinafter defined);                                                           

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained, the parties hereto agree as follows:                

         1.     DEFINITIONS.  As used in this  Agreement,  the  following  terms
shall  have  the  respective  meanings  indicated  below,  such  meanings  to be
applicable equally to both the singular and plural forms of such terms:         

                "COLLATERAL"  means  the  Triarc  Collateral  and  the  Pechiney
Collateral.                                                                     

                "FINANCING  DOCUMENTS" means the Security Documents and the Loan
Documents.                                                                      

                "LOAN DOCUMENTS" means the Credit Agreements,  the Notes and all
other  instruments,  agreements and documents executed and delivered pursuant to
any of the foregoing.                                                           

"NOTES" means the Demand Note and the Term Note.

                "OBLIGATIONS" means (i) the obligations of the Borrowers and DWG
to pay,  as and when due and payable (on demand,  by  mandatory  prepayment,  by
scheduled maturity or otherwise), all amounts from time to time owing by them in
respect of any  Financing  Document  to which such  person or entity is a party,
whether for principal,  interest, fees or otherwise, and (ii) the obligations of
the Borrowers and DWG to perform or observe all of their other  obligations from
time to time  existing  under any  Financing  Document  to which such  person or
entity is a party.                                                              

                "PECHINEY  COLLATERAL"  means all of the property  (tangible and
intangible)  purported to be subject to the lien or security interest created by
the Pechiney Pledge Agreement.                                                  

                "SECURITY  DOCUMENTS"  means the Triarc  Pledge  Agreement,  the
Pechiney Pledge Agreement,  and all other  instruments,  agreements or documents
executed and delivered pursuant to either Pledge Agreement.                     

                "TRIARC  COLLATERAL"  means all of the  property  (tangible  and
intangible)  purported to be subject to the lien or security interest created by
the Triarc Pledge Agreement.                                                    

         2.     NOTIFICATION  AND  ACKNOWLEDGMENT  OF  SECURITY  INTEREST,  ETC.
Pursuant to Sections 8-313 and 9-305 of the New York Uniform Commercial Code:   

                (a)     Each Bank hereby  confirms,  and notifies the  Carolinas
         Agent,  that DWG has  granted  to the  Carolinas  Agent a lien on,  and
         security interest in, the Triarc Collateral, as collateral security for
         all obligations now or hereafter  existing under the Credit Agreements,
         the Notes and the other Financing Documents. The Carolinas Agent hereby
         (i)  acknowledges  that  from and  after  the date  hereof,  it  shall,
         pursuant to Sections 8-313 and 9-305 of the New York Uniform Commercial
         Code,  hold all  Collateral now or hereafter in its possession as Agent
         under the Triarc  Pledge  Agreement  for the benefit of each Bank,  and
         (ii) agrees,  promptly upon the satisfaction in full of the Obligations
         owing  to  the  Carolinas  Bank  and  the  Carolinas  Agent  after  the
         termination  of the  Commitment,  to deliver to the  Florida  Bank upon
         request such of the proceeds of the Triarc Collateral as shall not have
         been applied  pursuant to the terms of the Triarc  Pledge  Agreement or
    this Agreement to the payment of any Obligations of the Borrowers.

                (b)     Each Bank  hereby  confirms,  and  notifies  the Florida
         Agent,  that Peter May has granted to the Florida  Agent a lien on, and
         security interest in, the Pechiney  Collateral,  as collateral security
         for  all  obligations  now  or  hereafter  existing  under  the  Credit
         Agreements,  the Notes and the other Financing  Documents.  The Florida
         Agent hereby (i) acknowledges  that from and after the date hereof,  it
         shall,  pursuant  to Sections  8-313 and 9-305 of the New York  Uniform
         Commercial Code, hold all Collateral now or hereafter in its possession
         as Agent under the Pechiney  Pledge  Agreement  for the benefit of each
         Bank, and (ii) agrees,  promptly upon the  satisfaction  in full of the
         Obligations owing to the Florida Bank and the Florida Agent, to deliver
         to  the  Carolinas  Bank  upon  request  such  of the  proceeds  of the
         Collateral as shall not have been applied  pursuant to the terms of the
         Pechiney  Pledge  Agreement  or this  Agreement  to the  payment of any
Obligations of Peter May.                                     

         3.     ENFORCEMENT.  Each Agent  agrees to make such  demands  and give
such  notices  under the Security  Documents as a Bank may request,  and to take
such action to enforce the terms and conditions of such Security Document and to
foreclose upon,  collect and dispose of the Collateral or any portion thereof as
may be directed by such Bank; PROVIDED, HOWEVER, that (i) neither Agent shall be
required  to take any action  that is in its  opinion  contrary to law or to the
terms of this Agreement,  any Credit Agreement or any other Financing  Document,
or which would in its opinion  subject it or any of its  officers,  employees or
directors to  liability,  and (ii)  neither  Agent shall be required to take any
action under this Agreement or any Security Document unless and until such Agent
shall be indemnified to its  satisfaction by the requesting Bank against any and
all loss, cost, expense or liability in connection therewith.                   

         4.     APPLICATION OF PROCEEDS AND PAYMENTS.  Anything in any Financing
Document to the contrary  notwithstanding,  all cash and other payments received
by an Agent pursuant to a Pledge  Agreement shall be applied based on the mutual
agreement of the Banks and, after the payment in full of all Obligations and, in
the case of the Triarc Pledge Agreement, the termination of the Commitment,  any
surplus  proceeds and Collateral  will be distributed  pursuant to the terms and
conditions of the related Pledge Agreement.                                     

 5.     THE AGENTS. Each Bank agrees with each Agent as follows:

                (a)     The Carolinas Bank is hereby  appointed  Agent hereunder
         and under the Triarc Pledge  Agreement,  and the Florida Bank is hereby
         appointed Agent hereunder and under the Pechiney Pledge Agreement. Each
         of the Banks  irrevocably  authorizes the Agents to act as the agent of
         such Bank for the purposes of enforcing  the rights and remedies of the
         Banks in respect of the  Collateral  and the Security  Documents.  Each
         Agent  agrees to act as such upon the express  conditions  contained in
this Section.                                                 

                (b)     Each  Agent  shall  have and may  exercise  such  powers
         hereunder  as are  specifically  delegated  to such  Agent by the terms
         hereof and the applicable Security Document,  together with such powers
         as are reasonably  incidental thereto. The Agents shall have no implied
         duties to the Banks or any other person or entity, or any obligation to
         take any action hereunder or under any other Financing Document, except
         any action  specifically  provided by this  Agreement  and the Security
Documents to be taken by such Agent.                          

                (c)     The Banks agree to reimburse  and  indemnify  each Agent
         ratably  in  proportion  to  the  Obligations  owed  under  the  Credit
         Agreements  (i) for any amounts not  reimbursed by a Borrower for which
         an Agent is entitled to reimbursement by a Borrower under any Financing
         Document, (ii) for any other expenses incurred by an Agent on behalf of
         the Banks, in connection  with the  preparation,  execution,  delivery,
         administration  and  enforcement  of  this  Agreement  or any  Security
         Document, and (iii) for any liabilities,  obligations, losses, damages,
         penalties,  actions, judgments, suits, costs, expenses or disbursements
         of any kind and nature  whatsoever which may be imposed on, incurred by
         or asserted against an Agent in any way relating to or arising out of a
         Security  Document,  this  Agreement  or any other or the  transactions
         contemplated hereby or the enforcement of any of the terms hereof or of
         any such other documents, PROVIDED that no Bank shall be liable for any
         of the foregoing to the extent they arise from the gross  negligence or
willful misconduct of either Agent.                           

                (d)     Either  Agent may  resign at any time by giving  written
         notice  thereof  to  the  Banks  and  the  Borrowers.   Upon  any  such
         resignation,  the Banks shall have the right to  appoint,  on behalf of
         the  Banks,  a  successor  Agent.  Such  successor  Agent  shall  be an
         affiliate  of a Bank or an  Eligible  Institution  (as  defined in each
         Credit  Agreement) that owns all or part of the  Obligations.  Upon the
         acceptance  of any  appointment  as an Agent  hereunder  by a successor
         Agent,  such  successor  Agent  shall  thereupon  succeed to and become
         vested  with all the  rights,  powers,  privileges  and  duties  of the
         retiring  Agent,  and the retiring  Agent shall be discharged  from its
         duties and  obligations  hereunder  and under the  applicable  Security
         Documents.  After any retiring Agent's resignation  hereunder as Agent,
         the provisions of this Section shall continue in effect for its benefit
         in respect of any  actions  taken or omitted to be taken by it while it
was acting as an Agent hereunder.                             

         7.     NO THIRD  PARTY  BENEFICIARY.  This  Agreement  is  intended  to
establish the relative  rights and  obligations of the Banks and the Agents with
respect to the subject matter hereof and, except as otherwise expressly provided
in Section 8 hereof,  shall not be deemed to create any rights or  priorities in
any other individual or entity.                                                 

         8.     DISPOSITION  OF  COLLATERAL.  (a)  It is  the  intention  of the
Carolinas  Bank and the Borrowers  that if the Carolinas  Bank wishes to sell or
otherwise  dispose of Collateral  during the  occurrence  and  continuance of an
Event of Default (as defined in the Revolving Credit  Agreement),  the Carolinas
Bank will sell or otherwise  dispose of, or cause the Carolinas Agent to sell or
otherwise  dispose of, the Triarc  Collateral (the "RELATED TRIARC  COLLATERAL")
allocable to the Borrowers  (each a  "DISPOSITION"),  prior to the sale or other
disposition  of, or prior to  causing  the  Florida  Agent to sell or  otherwise
dispose of, the Pechiney Collateral.                                            

                (b)     Notwithstanding  anything  in  subsection  8(a)  to  the
         contrary,  the Carolinas Bank will have no obligation  under subsection
         8(a) whatsoever,  and the Carolinas Bank may sell or otherwise  dispose
         of, or direct the sale or other  disposition  of, any of the Collateral
         in such  order as the  Carolinas  Bank may  determine  (in its sole and
         absolute   discretion)   if  the  Carolinas  Bank   determines   (which
         determination  shall be conclusive) that: (i) the prompt Disposition of
         the  Related  Triarc   Collateral  may  contravene  any  law,  rule  or
         regulation of any  Governmental  Authority (as defined in the Revolving
         Credit Agreement),  including, without limitation, by reason of (A) the
         bankruptcy,  insolvency,  reorganization  or other event  described  in
         Section 6.1(e) or (f) of the Revolving Credit Agreement (without regard
         to whether the grace period  referred to in Section  6.1(f) thereof has
         elapsed)  with  respect  to  DWG  Acquisition   Group,  L.P.,  (B)  the
         commencement  of any legal action or proceeding  that stays or enjoins,
         or seeks  to stay or  enjoin,  the  Disposition  of any of the  Related
         Triarc Collateral,  or (C) a possible violation of the securities laws;
         (ii) the  Disposition of any of the Related Triarc  Collateral (at such
         time as the  Carolinas  Bank may elect) may subject  it, the  Carolinas
         Agent,  any  affiliate,  or any  officer,  employee  or director of the
         foregoing,  to  liability;  (iii)  the  value  of any  of the  Pechiney
         Collateral  threatens  to  decline  rapidly  in value;  (iv) there is a
         reasonable good-faith basis to conclude that delaying the sale or other
         disposition of the Pechiney  Collateral  until after the Disposition of
         the Related Triarc  Collateral may adversely  affect the ability of the
         Carolinas  Bank to  receive  payment in full of the  principal  of, and
         interest on, the Demand Loans and all of the related  Obligations;  (v)
         either Borrower, DWG Acquisition Group, L.P. or any affiliate has taken
         any action, or has failed to take any action requested by the Carolinas
         Bank, that the Carolinas Bank reasonably  believes may prevent,  delay,
         impede or materially and adversely  affect the ability of the Carolinas
         Bank or the Carolinas Agent to sell or otherwise  dispose of the Triarc
         Collateral; or (vi) the Carolinas Bank or the Carolinas Agent is unable
         to sell the Triarc Collateral within a 90-day period,  during which the
         Carolinas Bank or the Carolinas Agent exercises reasonable,  good faith
efforts to so sell the Triarc Collateral.                     

                (c)     It is understood and agreed that nothing in this Section
         8 shall affect any of the other rights, remedies, powers and privileges
         of the Florida  Agent and  Florida  Bank with  respect to the  Pechiney
         Collateral (including,  without limitation, (i) to collect the interest
         on the Collateral Notes (as defined in each Term Agreement),  under the
         circumstances  provided in the Term  Agreement or the  Pechiney  Pledge
         Agreement,  (ii) to maintain  its security  interest in the  Collateral
         Account (as defined in the Pechiney Pledge Agreement), (iii) to draw on
         the  Letters of Credit (as defined in each Term  Agreement),  under the
         circumstances  provided in the Term  Agreement or the  Pechiney  Pledge
         Agreement,  (iv) to sell or  otherwise  dispose of any of the  Pechiney
         Collateral  upon the occurrence and  continuance of an Event of Default
         under the Term  Agreement,  and (v) to take any  action  and to execute
         such  other  instrument  as the  Florida  Agent may deem  necessary  or
         advisable to accomplish the purposes of the Pechiney Pledge Agreement).

9.     MISCELLANEOUS.                                         

                (a)     No  amendment,  waiver  or  other  modification  of  any
         provision of this Agreement shall be effective  unless it is in writing
         and signed by each Bank and Agent. No waiver or approval by any Bank or
         Agent under this Agreement shall,  except as may be otherwise stated in
    such waiver or approval, be applicable to subsequent transactions.

                (b)     No  failure or delay on the part of any Bank or Agent in
         exercising any power or right under this  Agreement  shall operate as a
         waiver  thereof,  nor shall any single or partial  exercise of any such
         power or right  preclude any other or further  exercise  thereof or the
exercise of any other power or right.                         

                (c)     All  notices  and  other  communications   provided  for
         hereunder  shall  be  in  writing  and  shall  be  mailed,  telecopied,
         telegraphed  or  delivered  to it at  its  address  set  forth  on  the
         signature pages of this Agreement;  or, as to each party, at such other
         address as shall be designated by such party in a written notice to the
         other  parties  complying  as  to  delivery  with  the  terms  of  this
         subsection.   All  such  notices  and  other  communications  shall  be
         effective (i) if mailed, three days after being deposited in the mails,
         (ii) if telegraphed when delivered to the telegraph  company,  or (iii)
if telecopied, telexed or delivered, upon delivery.           

                (d)     Any provision of this  Agreement  which is prohibited or
         unenforceable in any jurisdiction  shall, as to such  jurisdiction,  be
         ineffective  to the  extent  of such  prohibition  or  unenforceability
         without  invalidating  the remaining  provisions  of this  Agreement or
         affecting the validity or enforceability of such provision in any other
jurisdiction.                                                 

                (e)     Each Bank and Agent agrees to cooperate  fully with each
         other  party  hereto,  to effect  the  intent  and  provisions  of this
         Agreement  and,  from time to time,  to execute and deliver any and all
         other  agreements,  documents  or  instruments,  and to take such other
         actions, as may be reasonably  necessary or desirable to effectuate the
intent and provisions of this Agreement.                      

                (f)     The various  headings of this Agreement are inserted for
         convenience only and shall not affect the meaning or  interpretation of
this Agreement or any provision hereof.                       

                (g)     This  Agreement may be executed by the parties hereto in
         several  counterparts,  and each such counterpart shall be deemed to be
         an original and all of which shall constitute  together but one and the
same agreement.                                               

                (h)     This Agreement  shall be binding upon and shall inure to
         the benefit of the parties  hereto,  their  respective  successors  and
assigns.                                                      

                (i)     This  Agreement  shall be governed by, and  construed in
accordance with, the law of the State of New York.            

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.                                                   

                            NATIONSBANK, N.A., individually and as agent

      By: /s/ Jane R. Heller
                    ----------------------------
             Name:  Jane R. Heller
                    Title: Senior Vice President

All notices and other communications to:                                        

NationsBank, N.A., 101 South Tryon Street, Charlotte, North Carolina            
28255, with copies to NationsBank, N.A., 767 Fifth Avenue, 23rd Floor,          
New York, New York 10153-0083, Attention: Ms. Jane R. Heller, Senior            
Vice President, Telecopier No. [ REDACTED ].                                    

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             NATIONSBANK OF FLORIDA, N.A.,
         individually and as agent

      By: /s/ Jane R. Heller
                    ----------------------------
             Name:  Jane R. Heller
                    Title: Senior Vice President

All notices and other communications to:                                        

NationsBank of Florida, N.A., 101 South Tryon Street, Charlotte,  North Carolina
28255,  with copies to  NationsBank  of Florida,  N.A.,  767 Fifth Avenue,  23rd
Floor, New York, New York 10153-0083, Attention: Ms. Jane R. Heller, Senior Vice
President, Telecopier No. [ REDACTED ].                                         

CONSENT 

         The  undersigned  hereby  consents  and  agrees  to  the  terms  of the
Intercreditor Agreement to which this Consent is attached.                      

Date: January 25, 1996                                                          

         Peter May

        Leni May

                           DWG ACQUISITION GROUP, L.P.

   By:
                                      ------------------------------

   By:
                                      ------------------------------

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                                                                        REDACTED

CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (the "AGREEMENT"),  dated as of January 18, 1996,
is  entered  into  by and  between  NELSON  PELTZ  and  CLAUDIA  PELTZ,  each an
individual residing in the State of New York (the "BORROWERS"), and NATIONSBANK,
N.A. (the "BANK"), a national banking association.                              

RECITALS

         The Borrowers have asked the Bank to make demand loans to the Borrowers
from time to time,  from the date hereof  through the date  preceding the second
anniversary of the date of this Agreement,  in an aggregate  principal amount at
any one time outstanding not to exceed $40,000,000.  The Bank is willing to make
such loans to the Borrowers on the terms and conditions  hereinafter  set forth.
Accordingly, each Borrower and the Bank hereby agree as follows.                

ARTICLE I 
DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1  CERTAIN  DEFINED  TERMS.  As used in this  Agreement,  the
following  terms  shall  have the  respective  meanings  indicated  below,  such
meanings to be applicable  equally to both the singular and plural forms of such
terms:                                                                          

         "ADJUSTED  COLLATERAL  VALUE" means the Margin Call  Percentage  of the
Collateral Value.                                                               

         "ADJUSTED LIBOR" means,  with respect to any Interest  Period,  (i) the
rate of interest per annum  (rounded  upward,  if necessary,  to the next higher
1/16th of one percent)  determined by the Bank, in accordance with its customary
general practice from time to time, to be the rate equal to the London Interbank
Offered Rate  (expressed as a percentage) for Dollar deposits as would be quoted
by the Bank for 11:00 a.m. London time, or as soon thereafter as practicable, on
the second  Business Day  immediately  preceding  the first day of such Interest
Period,  for a term  comparable to such Interest  Period,  (ii) as adjusted from
time  to  time  in the  Bank's  sole  discretion  for  then  applicable  reserve
requirements, deposit insurance assessment rates and other regulatory costs.    

"APPLICABLE MARGIN" means [ REDACTED ]%.                      

         "BASE RATE" means, for any day, a rate per annum equal to the higher of
(i) the  Prime  Rate for such  day,  or (ii) the sum of one half of one  percent
(1/2%) plus the Federal Funds Rate for such day.                                

         "BOARD" means the Board of Governors of the Federal  Reserve  System of
the United States.                                                              

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which  commercial  banks in New York City,  New York, or in Charlotte,  North
Carolina,  are  authorized  or required  by law to close and, if the  applicable
Business  Day  relates to any  Interest  Period for which  interest on a Loan is
determined by reference to the Adjusted LIBOR rate, also includes a day on which
commercial banks are open for international business in London.                 

         "CLOSING  DATE"  means  the  date on  which  the  initial  Loan is made
hereunder  after all of the  conditions  precedent set forth in Article III have
been satisfied.                                                                 

         "COLLATERAL"  means  all  of the  property  (tangible  and  intangible)
purported to be subject to the lien or security interest purported to be created
by any mortgage, deed of trust, security agreement, pledge agreement, assignment
or other  security  document  heretofore or hereafter  executed by any Person as
security for all or any part of the Obligations.                                

         "COLLATERAL AGENT" means the Bank, acting as collateral agent under the
Triarc Pledge Agreement.                                                        

         "COLLATERAL  NOTES" means the  promissory  notes issued by Pechiney and
payable  to the  order of  Nelson  Peltz,  which are  further  described  in the
Pechiney Pledge Agreement.                                                      

         "COLLATERAL VALUE" means, with respect to any Collateral  consisting of
stock,  the amount  determined  by  multiplying  (i) the per share price of such
stock at the most recent close of trading on a trading  exchange or stock market
for such  stock,  times (ii) the number of shares of such stock held by the Bank
as Collateral, times (iii) the portion of such shares allocable to Nelson Peltz,
which initially is twothirds.                                                   

         "COMMITMENT" means the commitment of the Bank to make Loans pursuant to
Section 2.1 hereof in an aggregate principal amount not to exceed $40,000,000 at
any time outstanding,  as such amount may be reduced or terminated in accordance
with the terms and conditions of this Agreement.                                

         "DEFAULT"  means a condition or event  which,  after notice or lapse of
time  or  both,  would  constitute  an  Event  of  Default  (including,  without
limitation,  the obligation to prepay the Loans or provide additional collateral
pursuant to Section  2.5(a) or (b),  without  regard to whether any grace period
has elapsed).                                                                   

"DEFAULT RATE" has the meaning specified in Section 2.2.      

         "DEPOSITARY BANK" means NationsBank of Texas,  N.A., as depositary bank
pursuant to the Pechiney Pledge Agreement.                                      

         "DOLLARS"  and the sign "$" each mean lawful money of the United States
of America.                                                                     

         "DWG"  means  DWG   Acquisition   Group,   L.P.,  a  Delaware   limited
partnership.                                                                    

         "ELIGIBLE  INSTITUTION" means (i) a commercial bank organized under the
laws of the United States,  or any state thereof,  and having a combined capital
and surplus of at least $100,000,000;  or (ii) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country,  and having a combined  capital and  surplus of at least  $100,000,000,
provided  that  such bank is acting  through a branch or agency  located  in the
United States or an offshore branch outside the United States at which such bank
books loans bearing interest based on LIBOR and, in the case of a bank described
in either  clause  (i) or clause  (ii),  such bank is able to  deliver  Internal
Revenue Service Form 1001 or 4224 to the Bank with a copy to the Borrowers as of
the day such bank becomes an assignee or participant.                           

"EVENT OF DEFAULT" has the meaning specified in Section 6.1.  

         "FEDERAL  FUNDS RATE" means,  for any day, the rate per annum  (rounded
upward to the nearest 1/100th of 1%) equal to the weighted  average of the rates
on overnight  federal  funds  transactions  with members of the Federal  Reserve
System  arranged  by federal  funds  brokers on such day,  as  published  by the
Federal  Reserve Bank of New York on the Business Day next  succeeding such day,
PROVIDED  that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding  Business
Day, and (ii) if no such rate is so published on such next  succeeding  Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Bank on such day on such transactions as determined by the Bank.                

         "FLORIDA  AGENT"  means   NationsBank  of  Florida,   N.A.,  acting  as
collateral agent under the Pechiney Pledge Agreement.                           

         "GOVERNMENTAL  AUTHORITY" means any nation or government,  any federal,
state, city, town,  municipality,  county, local or other political  subdivision
thereof   or   thereto   and  any   department,   commission,   board,   bureau,
instrumentality,  agency  or other  entity  exercising  executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
and includes, without limitation, the SEC.                                      

         "INDEBTEDNESS"  means, with respect to any Person, (i) all indebtedness
or other  obligations  of such  Person for  borrowed  money or for the  deferred
purchase  price of property or  services,  (ii) all  obligations  of such Person
under  direct or  indirect  guaranties  in respect of, and  contingent  or other
obligations of such Person to purchase or otherwise  acquire or otherwise assure
a creditor against loss in respect of,  indebtedness or other obligations of any
other Person for borrowed  money or for the deferred  purchase price of property
or services, (iii) all indebtedness or other obligations of any other Person for
borrowed  money or for the  deferred  purchase  price of  property  or  services
secured by (or for which the holder of such  indebtedness has an existing right,
contingent or otherwise,  to be secured by) any lien, security interest or other
charge  or  encumbrance  upon or in  property  owned  by such  Person,  (iv) all
obligations  of such  Person to make  reimbursement  or  payment  in  respect of
letters of credit and bankers' acceptances,  and (v) the net liabilities of such
Person under all interest rate swap,  interest  rate collar,  interest rate cap,
interest  rate  floor,  forward  rate  agreements,   commodity  swaps  or  other
agreements or arrangements  designed to protect against fluctuations in interest
rates or  currency,  commodity  or equity  values,  each  calculated  on a basis
reasonably satisfactory to the Bank and in accordance with accepted practice.   

         "INTERCREDITOR  AGREEMENT" means an Intercreditor Agreement between the
Bank,  individually and as collateral  agent under the Triarc Pledge  Agreement,
and NationsBank of Florida, N.A., individually and as collateral agent under the
Pechiney  Pledge  Agreement,  acknowledged  and  consented  to by Nelson  Peltz,
Claudia Peltz and DWG.                                                          

         "INTEREST PERIOD" means each one (1)-month period during which interest
on each Loan shall be calculated by reference to Adjusted  LIBOR,  determined as
of the second  Business Day before the  commencement  of that  Interest  Period;
PROVIDED, HOWEVER, that:                                                        

                        (i)     each Interest Period shall commence on the first
                day of a  month  and  end on the  first  day in the  immediately
following calendar month thereafter;            

                        (ii)    each subsequent Interest Period for a Loan shall
                commence on the last day of the immediately  preceding  Interest
                Period  and end on the  first day in the  immediately  following
calendar month thereafter; and                  

                        (iii)   any Interest Period which would otherwise extend
              beyond the Termination Date shall end on the Termination Date.

         "LETTERS OF CREDIT" means the transferable  letters of credit issued by
Banque  Nationale de Paris,  New York Branch in favor of NationsBank of Florida,
N.A., in support of the  Collateral  Notes,  which are further  described in the
Pechiney Pledge Agreement.                                                      

         "LIEN" means any lien, mortgage,  pledge, security interest,  charge or
similar  encumbrance of any kind (including any conditional  sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any security interest).                                                         

         "LOAN"  means each demand loan made by the Bank to a Borrower  pursuant
to Section 2.1 hereof.                                                          

         "LOAN  DOCUMENTS"  means this  Agreement,  the Note,  the Triarc Pledge
Agreement,  the Pechiney Loan Agreement,  the Pechiney Pledge  Agreement and all
other  instruments,  agreements  and  other  documents  executed  and  delivered
pursuant hereto or thereto.                                                     

"LOAN PARTIES" means the Borrowers and DWG.                   

         "MARGIN CALL  PERCENTAGE"  means 70%, subject to decrease in accordance
with Section 2.5(d) hereof.                                                     

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on any of (a)
the business, properties or prospects of any Loan Party , (b) the ability of any
Loan  Party to perform  any of the  obligations  of such Loan  Party  under this
Agreement  or any of the other Loan  Documents,  (c) the  legality,  validity or
enforceability  of this  Agreement or any of the other Loan  Documents,  (d) the
rights and  remedies of the Bank under this  Agreement  or any of the other Loan
Documents, or (e) the creation, perfection or priority of security in or lien on
any of the Collateral, securing the payment of any of the Obligations.          

         "NOTE" means a demand  promissory note of the Borrowers,  substantially
in the form of Exhibit A hereto,  evidencing the Indebtedness resulting from the
making of the Loans and delivered to the Bank pursuant to Article III hereof, as
such demand  promissory  note may be modified or extended from time to time, and
any promissory note or notes issued in exchange or replacement therefor.        

         "OBLIGATIONS"  means (i) the obligation of the Borrowers to pay, as and
when due and payable (on demand, by mandatory prepayment,  by scheduled maturity
or  otherwise),  all  amounts  from time to time owing by them in respect of any
Loan Document, whether for principal,  interest, fees or otherwise, and (ii) the
obligations  of  the  Borrowers  to  perform  or  observe  all  of  their  other
obligations from time to time existing under any Loan Document.                 

         "ORIGINAL  ADVANCE  PERCENTAGE"  means  65%,  subject  to  decrease  in
accordance with Section 2.5(d) hereof.                                          

         "PARTNERSHIP  AGREEMENT" means the Agreement of Limited  Partnership of
DWG dated as of September  25, 1992,  as amended by Amendment  No. 1 dated as of
November 15, 1992,  Amendment  No. 2 dated as of March 1, 1993,  Amendment No. 3
dated as of April 14, 1993,  and Amendment No. 4 dated as of January 1, 1995, by
and among Nelson  Peltz and Peter May, as general  partners,  and Nelson  Peltz,
Peter May and Leon Kalvaria, as limited partners, of DWG.                       

"PECHINEY" means Pechiney Corporation, a Delaware corporation.

         "PECHINEY   COLLATERAL"  means  all  of  the  property   (tangible  and
intangible)  purported to be subject to the lien or security interest  purported
to be created by the Pechiney Pledge Agreement.                                 

         "PECHINEY LOAN  AGREEMENT"  means the Term Loan  Agreement  dated as of
July 29, 1994, between Nelson Peltz and NationsBank of Florida, N.A., as amended
or otherwise modified from time to time.                                        

         "PECHINEY  PLEDGE  AGREEMENT"  means the  Amended and  Restated  Pledge
Agreement dated July 29, 1994, as amended and restated on January 18, 1996, made
by Nelson Peltz as Pledgor in favor of  NationsBank  of Florida,  N.A., as agent
for itself  and the Bank,  in respect  of  certain  promissory  notes  issued by
Pechiney and letters of credit supporting such promissory notes issued by Banque
Nationale de Paris, New York Branch, as amended or otherwise  modified from time
to time.                                                                        

         "PECHINEY  PROCEEDS" means any principal of or interest on a Collateral
Note,  any  drawing  on a Letter of Credit or any  other  proceeds  received  in
respect of a Collateral Note or a Letter of Credit.                             

         "PERSON"  means  an  individual,   corporation,   partnership,  limited
liability company,  business trust,  association,  joint-stock  company,  trust,
unincorporated  organization,  joint venture or Governmental  Authority or other
regulatory body.                                                                

         "PLEDGED  SHARES" shall have the meaning assigned thereto in the Triarc
Pledge Agreement.                                                               

         "PRIME RATE" means the annual rate of interest  announced  from time to
time as the Bank's "prime"  lending rate (which the Borrowers  acknowledge  does
not  necessarily  represent the best or most favored rate offered by the Bank to
its  best or any  particular  customers).  Whenever  applicable  to a Loan,  the
floating  interest rate shall be adjusted  automatically  as and when the Bank's
Prime Rate shall change on any business day(s).                                 

         "REGULATION D" means  Regulation D of the Board, as in effect from time
to time, or any regulation of the Board that replaces Regulation D.             

         "REGULATIONS G, T, U OR X" means  Regulations G, T, U or X of the Board
as in effect from time to time,  or any  regulation  of the Board that  replaces
Regulation G, T, U or X                                                         

         "RULE 144" means Rule 144  promulgated  by the  Securities and Exchange
Commission under the Securities Act of 1933.                                    

         "SEC" means the Securities and Exchange  Commission or any  replacement
national securities exchange.                                                   

         "SIGNING  DATE"  means the date that this  Agreement  is  executed  and
delivered by the Borrowers.                                                     

         "TERMINATION DATE" means January 18, 1998 or such earlier date on which
the Commitment shall be terminated pursuant to this Agreement.                  

"TRIARC" means Triarc Companies, Inc., a Delaware corporation.

         "TRIARC COLLATERAL" means all of the property (tangible and intangible)
purported to be subject to the lien or security interest purported to be created
by the Triarc Pledge Agreement.                                                 

         "TRIARC PLEDGE AGREEMENT" means the Pledge and Security  Agreement made
by DWG in favor of the Collateral  Agent, as agent for itself and NationsBank of
Florida,  N.A.,  in  respect  of certain  shares of stock  issued by Triarc,  as
amended or otherwise modified from time to time.                                

         Section 1.2  COMPUTATION  OF TIME  PERIODS.  In this  Agreement  in the
computation of periods of time from a specified date to a later  specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
means "to but excluding".                                                       

         Section 1.3  ACCOUNTING  AND OTHER TERMS.  Unless  otherwise  expressly
stated  herein,  all  accounting  terms  used in this  Agreement  which  are not
otherwise  defined herein shall be construed in accordance with sound accounting
principles  applied on a basis  consistent with those used in the preparation of
the financial  statements  referred to in Section 4.10(a) hereof. All terms used
in this Agreement which are defined in Article 9 of the Uniform  Commercial Code
in  effect  in the  State of New  York on the  date  hereof  and  which  are not
otherwise  defined  herein  shall  have the same  meanings  herein  as set forth
therein.  Any gender specific term is applicable to both genders, as the context
may require, whenever used herein.                                              

ARTICLE II
THE LOANS 

         Section  2.1  MAKING  THE  LOANS.  The Bank  agrees,  on the  terms and
conditions  hereinafter  set  forth,  to make  Loans to the  Borrowers  from the
Closing Date to the Termination Date in an aggregate principal amount at any one
time outstanding not to exceed the amount of the Commitment. The Bank shall have
no obligation to make a Loan if the sum of the aggregate principal amount of the
outstanding  Loans plus the principal amount of such requested Loan would exceed
the amount equal to the Original  Advance  Percentage of the  Collateral  Value.
Each Loan shall be in an amount  equal to $100,000  or an  integral  multiple of
$100,000 in excess  thereof,  and shall be made on at least one  Business  Day's
prior written notice. Each request for a Loan (a "NOTICE OF BORROWING") shall be
irrevocable,  shall be signed by either Borrower (it being  understood that only
the  signature  of one  Borrower  shall be  required)  and shall be in  writing,
substantially  in the form of  Exhibit B hereto,  specifying,  INTER  ALIA,  the
proposed amount of such Loan and the Business Day for such Loan. On the Business
Day specified and upon  fulfillment of the  applicable  terms and conditions set
forth in  Article  III  hereof,  the Bank  will make the  proceeds  of such Loan
available to the Borrowers by crediting  Account  Number [ REDACTED ] maintained
with NationsBank of Florida,  N.A., at its office in Charlotte,  North Carolina,
not later than 2:00 P.M. (Charlotte time) on such date. Within the limits of the
Commitment,  the  Borrowers  may borrow,  prepay and  reborrow  pursuant to this
Article II until the Termination Date.                                          

         Section 2.2 INTEREST.  The outstanding  principal  balance of each Loan
will bear  interest at a rate per annum equal at all times during each  Interest
Period  to the sum of the  Adjusted  LIBOR  for such  Interest  Period  plus the
Applicable  Margin,  from the date of the making of such Loan until such Loan is
paid in full,  except that after the occurrence and during the continuance of an
Event of Default, each Loan shall bear interest at a rate per annum equal to the
sum of (i) the Prime Rate in effect  from time to time,  plus (ii) [ REDACTED ]%
(the  "DEFAULT  RATE").  Interest  on each Loan  shall be paid in arrears on the
first day of each month (in the absence of prior  demand) and upon the repayment
of any principal amount of any Loan for any reason.                             

         Section 2.3 REPAYMENT.  The Borrowers  will repay the unpaid  principal
amount of and  accrued  interest  on the Loans UPON  DEMAND by the Bank.  In the
absence of a prior  demand  (but  without  limiting  the Bank's  right to make a
demand at any time in its sole and absolute  discretion) the principal amount of
and  accrued  interest on the Loans shall in any event be due and payable on the
Termination Date.                                                               

         Section 2.4  OPTIONAL  PREPAYMENT.  Any Borrower may prepay any Loan in
whole at any time or in part from time to time, without penalty or premium, each
such prepayment to be accompanied by the payment of accrued interest to the date
of such  prepayment  on the  amount  prepaid,  PROVIDED  that (i)  each  partial
prepayment  shall be in a  principal  amount  equal to  $100,000  or an integral
multiple thereof, (ii) a Borrower shall give the Bank irrevocable written notice
at least one Business  Day prior to the date of the  prepayment  of a Loan,  and
(iii) after  giving  effect to any partial  prepayment  of a Loan the  principal
amount  thereof  remaining  outstanding  shall not be less than  $100,000  or an
integral  multiple  thereof.  Each notice of prepayment shall be irrevocable and
shall specify the date and the amount of the  prepayment  and identify the Loans
to be prepaid.  Any amount of principal of a Loan prepaid may be  reborrowed  in
accordance with Section 2.1 hereof.                                             

         Section 2.5  MANDATORY  PREPAYMENT.  (a)If at any time the Bank, in its
sole discretion, determines that the transactions contemplated by this Agreement
or any of the other Loan Documents  violate any provision of Regulations G, T, U
or X, the  Borrowers  will,  upon five (5) day's  written  notice from the Bank,
either  (A)  prepay  the Loans by an amount  sufficient  such  that,  after such
prepayment, the transactions contemplated by the Loan Documents will not violate
any provision of Regulations G, T, U or X (as determined by the Bank in its sole
discretion),  or (B) provide for a grant to the Bank, as collateral security for
the  Loans and all other  Obligations,  a  perfected,  first  priority  security
interest  in, and lien on,  additional  collateral  that is in such  amounts and
having  such  market  values,  liquidity,  volatility,  marketability  and other
characteristics  as  the  Bank  may  in  its  sole  discretion  determine  to be
sufficient to cause, after the grant of such additional  security interest,  the
transactions  contemplated by the Loan Documents not to violate any provision of
Regulations G, T, U or X (and in connection with such grant,  the Borrowers will
execute and deliver  such  agreements,  instruments,  legal  opinions  and other
documents as the Bank may reasonably request).                                  

               (b)    So long as any  Obligation  is  outstanding  or the Bank
         shall have any Commitment  hereunder,  the Borrowers  will,  unless the
         Bank  shall  otherwise  consent  in  writing,  maintain  as  collateral
         security  for  the  Obligations  Triarc  Collateral  with  an  Adjusted
         Collateral  Value in  excess of the  unpaid  principal  balance  of the
         Obligations.  If at any  time the Bank  determines  that the  aggregate
         principal  amount of the outstanding  Loans equals or exceeds an amount
         equal to the Margin  Call  Percentage  of the  Collateral  Value of the
         Triarc  Collateral,  the  Borrowers  will,  upon five (5) days' written
         notice  from the  Bank,  either  (i)  prepay  the  Loans  by an  amount
         sufficient such that,  after such prepayment,  the aggregate  principal
         amount of the outstanding Loans does not exceed the amount equal to the
         Original  Advance  Percentage  of the  Collateral  Value of the  Triarc
         Collateral  or (ii)  provide for a grant to the  Collateral  Agent,  as
         collateral  security  for  the  Loans  and  all  other  Obligations,  a
         perfected, first priority security interest in, and lien on, additional
         collateral  that is in such  amounts  and having  such  market  values,
         liquidity,  volatility,  marketability and other characteristics as the
         Bank may in its sole  discretion  determine to be  sufficient to cause,
         after the grant of such  additional  security  interest,  the aggregate
         principal  amount of the  outstanding  Loans not to exceed  the  amount
         equal to the sum of (A) the  Original  Advance  Percentage  of the then
         current  Collateral Value of the Triarc  Collateral,  plus (B) the loan
         value  assigned  by the  Bank  (in its sole  discretion)  to any  other
         Collateral  provided to the  Collateral  Agent  pursuant to clause (ii)
         above (and in connection  with such grant,  the Borrowers  will execute
         and deliver  such  agreements,  instruments,  legal  opinions and other
documents as the Bank may reasonably request).                

                (c)     If on any  date (i) the sum of the  aggregate  principal
         amount of outstanding  Loans exceeds (ii) the amount of the Commitment,
         the Borrowers shall immediately  prepay the Loans in an amount equal to
         such  excess.  It is  understood  and agreed that after  payment of all
         obligations  under the Pechiney Loan Agreement,  an amount equal to any
         proceeds of the Collateral  Notes and Letters of Credit will be used to
         satisfy,  among other things,  any prepayment  obligation arising under
         this subsection as a result of a decrease of the amount of the Original
         Advance  Percentage or Margin Call  Percentage  pursuant to Section 2.5
hereof.                                                       

                (d)     It is understood and agreed that upon any payment of the
         principal amount of one or more Collateral Notes or the proceeds of any
         drawing in respect of the Stated  Amount/Principal  (as  defined in any
         Letter  of  Credit)  of a Letter  of  Credit,  the Bank may at any time
         thereafter decrease the Original Advance Percentage and the Margin Call
         Percentage  (in either case, to such  percentage as the Bank may in its
         sole and  absolute  discretion  determine)  by giving  either  Borrower
notice of such revised percentage.                            

                (e)     Each  prepayment of a Loan shall be  accompanied  by the
         payment  of  accrued  interest  to the date of such  prepayment  on the
         amount prepaid,  and shall be subject to the provisions of Section 2.12
hereof.                                                       

         Section 2.6 OPTIONAL COMMITMENT REDUCTION. Either Borrower may, upon at
least two Business  Days' notice to the Bank,  terminate  the  Commitment at any
time or reduce the amount of the Commitment  from time to time during the period
from the date hereof to and including the Termination  Date,  PROVIDED that each
such reduction  shall be in an amount equal to $100,000 or an integral  multiple
thereof,  and the amount of the Commitment  after any reduction shall be greater
than or equal to the aggregate principal amount of all Loans then outstanding.  

         Section 2.7 EVIDENCE OF CREDIT EXTENSIONS. The Loans shall be evidenced
by the Note. The Bank shall record  advances and principal  payments  thereof on
the grid  attached  thereto or, at its option,  in its  records,  and the Bank's
record thereof shall be conclusive absent  demonstrable  error.  Notwithstanding
the foregoing, the failure to make or an error in making a notation with respect
to any Loan or any payment shall not limit or otherwise  affect the  Obligations
of the Borrowers hereunder or under the Note.                                   

         Section 2.8 PAYMENT. Payment of principal,  interest and any other sums
due under  this  Agreement  or under the Note shall be made  without  set-off or
counterclaim  in  dollars  and in  immediately  available  funds on the day such
payment is due not later than 12:00 Noon New York time.  All sums received after
such time  shall be  deemed  received  on the next  Business  Day and  principal
payments or sums (other than interest) due hereunder  shall bear interest for an
additional day. All payments shall be made to the Bank, if by wire transfer,  to
NationsBank,  N.A., One NationsBank Plaza,  Charlotte, NC 28255, ABA #[ REDACTED
], Credit Account:  [ REDACTED ], Re: Loan Payment for Nelson Peltz, with a Loan
Number to be specified by the Bank, Special  Instructions:  Contact [ REDACTED ]
upon receipt; if by mail, to NationsBank,  N.A., P.O. Box 70520,  Charlotte,  NC
28272-0520;  or to such other address as the Bank may advise either  Borrower in
writing.                                                                        

Section 2.9 COMPUTATIONS OF INTEREST; BUSINESS DAY.           

                (a)     All  computations  of interest  under this Agreement and
         the Note  shall be made on the basis of a year of three  hundred  sixty
         (360) and  actual  days  elapsed.  Interest  shall  accrue on each Loan
         outstanding  from and  including the date such Loan is made by the Bank
to but excluding the date on which such Loan is repaid.       

                (b)     Payment of all amounts due hereunder  shall be made on a
         Business Day. Any payment due on a day that is not a Business Day shall
         be made on the next  Business  Day unless the next  Business  Day would
         fall in the next  calendar  month,  in which case such payment shall be
made on the Business Day immediately preceding the due date.  

Section 2.10 INCREASED COSTS, ETC.                            

                (a)     If, after the date of this Agreement,  due to either (i)
         the  introduction of or any change in or in the  interpretation  of any
         law or regulation or (ii) the compliance  with any guideline or request
         from any central bank or other  Governmental  Authority (whether or not
         having the force of law), there shall be any (x) change in the basis of
         taxation of payments to the Bank of the principal of or interest on any
         Loan  (excluding  changes  in the  rate of tax  payable  on the  Bank's
         overall income and bank franchise taxes) or (y) imposition or change in
         any  reserve  or  similar  requirement,  and the  result  of any of the
         foregoing is an increase in the cost to the Bank of agreeing to make or
         making,  funding  or  maintaining  the Loans  (which  is not  otherwise
         included pursuant to clause (ii) of the definition of Adjusted LIBOR in
         its  determination  of Adjusted  LIBOR),  then the Borrowers shall from
         time to time,  upon demand by the Bank,  pay to the Bank an  additional
         amount  sufficient to compensate  the Bank for such  increased  cost. A
         certificate  as to the  amount of such  increased  cost,  submitted  to
         either  Borrower  by the Bank shall be  conclusive  and binding for all
purposes, absent demonstrable error.                          

                (b)     If the Bank  determines  that compliance with any law or
         regulation  or any  guideline or request from any central bank or other
         Governmental Authority (whether or not having the force of law) affects
         or would  affect the  amount of  capital  required  or  expected  to be
         maintained by the Bank or any corporation controlling the Bank and that
         the amount of such capital is increased by or based upon the  existence
of the Loans or the Bank's Commitment,                        

         then the Borrowers  shall,  upon demand by the Bank, pay to the Bank an
         additional amount sufficient to compensate the Bank or such corporation
         in the  light  of such  circumstances,  to the  extent  that  the  Bank
         reasonably  determines  such increase in capital to be allocable to the
         existence of the Loans or the Bank's  Commitment.  A certificate  as to
         such amounts submitted to the Borrowers by the Bank shall be conclusive
and binding for all purposes, absent demonstrable error.      

                (c)     Prior to making any demand for  compensation  under this
         Section 2.10, (i) the Bank will use reasonable efforts (consistent with
         its internal policy and legal and regulatory  restrictions) to file any
         certificate  or  document  requested  by a  Borrower  or to change  the
         jurisdiction  of its  lending  office if the making of such a filing or
         change  would  avoid the need for,  or reduce  the  amount of, any such
         additional  amounts  that may  thereafter  accrue and would not, in the
         judgment of the Bank,  be otherwise  disadvantageous  to the Bank,  and
         (ii) the Bank will  permit the  Borrowers  to prepay all or any part of
         the affected  Loans,  together with interest to the date of payment and
         payment of funding  losses  pursuant  to Section  2.12,  PROVIDED  that
         nothing  herein shall relieve the Borrowers  from their  obligations to
         compensate  the Bank for  increased  costs or reduced  return  incurred
         prior to the taking of the actions contemplated by clauses (i) and (ii)
above.                                                        

         Section  2.11  ILLEGALITY.  If, after the date of this  Agreement,  the
adoption of any applicable law, rule or regulation, or any change in an existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof  by any  Governmental  Authority  charged  with  the  interpretation  or
administration  thereof, or compliance by the Bank with any request or directive
(whether  or not  having the force of law) of any such  Governmental  Authority,
makes it unlawful or impossible for the Bank to make,  maintain or fund any Loan
at an  interest  rate based on Adjusted  LIBOR,  the Bank shall  forthwith  give
notice  thereof to the  Borrowers,  whereupon the obligation of the Bank to make
Loans at a rate  based on  Adjusted  LIBOR  shall be  suspended  until  the Bank
notifies the Borrowers that the circumstances  giving rise to such suspension no
longer exist. The Bank will use reasonable efforts (consistent with its internal
policy  and  legal  and  regulatory  restrictions)  to file any  certificate  or
document  requested by a Borrower or to change the  jurisdiction  of its lending
office if the  making of such a filing or change  would  avoid the need for,  or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the  judgment of the Bank,  be  otherwise  disadvantageous  to the
Bank.  If the  Bank  makes a  reasoned  determination  that it may not  lawfully
continue to  maintain  and fund any Loan to maturity at a rate based on Adjusted
LIBOR and so specifies in such notice,  then  effective on the date specified in
such notice each  affected  Loan shall bear  interest at the Base Rate in effect
from time to time, payable monthly in arrears (in the absence of prior demand). 

         Section 2.12 FUNDING LOSSES.  The Borrowers agree to reimburse the Bank
and to hold  the Bank  harmless  from any  loss or  expense  which  the Bank may
sustain or incur as a consequence of:                                           

                (a)     the  failure  of the  Borrowers  to make any  payment or
         required  prepayment of principal of any Loan (including  payments made
after any acceleration thereof);                              

                (b)     the  failure  of the  Borrowers  to make any  prepayment
permitted hereunder after giving notice thereof;              

                (c)     the  repayment  of a Loan on a day which is not the last
         day of an Interest  Period  (whether due to  acceleration,  DEMAND,  or
otherwise); or                                                

                (d)     the  failure  for  any  reason  (other  than a  wrongful
         default by the Bank) of a Borrower to borrow any Loan after  notice has
         been given to the Bank in accordance  with Section 2.1 hereof  (whether
or not such notice is withdrawn);                             

including any such loss or expense  arising from the liquidation or reemployment
of funds obtained by it to maintain the Loans hereunder at a rate based on LIBOR
or from fees  payable  to  terminate  the  deposits  from  which such funds were
obtained. Solely for purposes of calculating amounts payable by the Borrowers to
the Bank under this section, each Loan bearing interest at a rate based on LIBOR
(and each related  reserve,  special  deposit or similar  requirement)  shall be
conclusively  deemed to have been funded by a matching deposit in Dollars in the
interbank  eurodollar  market for a  comparable  amount  and for the  respective
Interest Period, whether or not such Loan was in fact so funded.                

         Section 2.13 UNAVAILABILITY. If the Bank determines that for any reason
adequate  and  reasonable  means do not  exist  for  ascertaining  LIBOR for any
Interest  Period,  the Bank will forthwith give notice of such  determination to
the Borrowers. Commencing at the end of each Interest Period then in effect, the
respective  Loan shall bear  interest  at the Base Rate  (rather  than at a rate
based on LIBOR) until the Bank revokes such notice in writing.                  

         Section 2.14 SPECIAL PREPAYMENT.  The provisions of Sections 2.10, 2.11
and 2.12 shall also apply to any assignee  permitted pursuant to Section 7.7 and
shall  apply  to any  unassigned  portion  of the  Loans  retained  by the  Bank
(regardless of whether the Bank may have sold a  participation  interest in such
retained portion to a participant  permitted pursuant to Section 7.7). If demand
for payment is made  pursuant to Section 2.10 or 2.12 or if notice of illegality
is given pursuant to Section 2.11,  whether by any such permitted assignee or by
the Bank on behalf of any such  permitted  participant,  then the  Borrowers may
prepay in full (but not in part) such  assignee's or  participant's  interest in
the Loans on the last day of the  Interest  Period  during which such demand for
additional amounts was made or during which such notice of illegality was given.
Any principal amount,  interest or increased costs received by any such assignee
or participant  pursuant to this Section 2.14 shall not be required to be shared
with the Bank and any other assignees or participants.                          

ARTICLE III 
CONDITIONS PRECEDENT

         Section 3.1  CONDITIONS TO INITIAL LOAN.  The obligation of the Bank to
make the initial Loan is subject to the condition  precedent that the Bank shall
have  received on or prior to the Closing Date the  following,  each in form and
substance  satisfactory  to the  Bank  and its  counsel  and,  unless  indicated
otherwise, dated the Closing Date:                                              

                (a)     AGREEMENT.  A copy of this  Agreement,  duly executed by
the Borrowers and dated as of the Signing Date.               

                (b)     NOTE. The Note, duly executed by the Borrowers and dated
the Signing Date.                                             

                (c)     TRIARC PLEDGE  AGREEMENT.  The Triarc Pledge  Agreement,
duly executed by DWG and dated the Closing Date.              

                (d)     PECHINEY   PLEDGE   AGREEMENT.   The   Pechiney   Pledge
      Agreement, duly executed by Nelson Peltz and dated the Signing Date.

                (e)     STOCK CERTIFICATES, ETC. (i) Original stock certificates
         representing  the shares of stock  pledged to the Bank  pursuant to the
         Triarc Pledge Agreement,  together with an undated stock power for each
         such   certificate,   duly   executed   in  blank   by  an   authorized
         representative of DWG, with signature medallion  guaranteed (or, if any
         such  shares  are   uncertificated,   confirmation  and  evidence  that
         appropriate  book  entries  have  been made in the  relevant  books and
         records  of the  issuer of such  uncertificated  shares or a  financial
         intermediary,  as the case may be,  under  applicable  law),  (ii) such
         opinion of counsel and such approving certificate of the issuer of such
         shares as the Bank may reasonably  request in respect of complying with
         any legend on any such certificate or any other matter relating to such
         shares,  and (iii) any  registration  rights  agreement,  shareholders'
         agreement or other agreement,  instrument or document  affecting any of
         the shares of stock  pledged to the Bank  pursuant to the Triarc Pledge
Agreement.                                                    

                (f)     SEC FORM 144.  Ten copies of SEC Form 144,  undated  and
duly executed in blank by DWG.                                

                (g)     FORM U-1.  Federal  Reserve  Forms U-1  provided  for in
         Regulation U issued by the Board, the statements made in which shall be
         such,  in the  opinion  of the  Bank,  as to  permit  the  transactions
         contemplated  hereby and by the Pechiney  Loan  Agreement in accordance
with such Regulation, dated the Closing Date.                 

                (h)     RESTRICTED SECURITIES STATEMENT. A Restricted Securities
         Statement  covering  each  Pledged  Share,  substantially  in the  form
         attached to the Triarc Pledge Agreement, duly executed by DWG and dated
the Signing Date.                                             

                (i)     REGISTRATION   RIGHTS   AGREEMENT.   A   copy   of   the
         Registration Rights Agreement,  dated as of April 23, 1993, as amended,
         between Triarc and DWG, as amended to modify the holdback  provision in
         Section 2.4(d)(i)  thereof,  certified as of the Signing Date by Nelson
Peltz.                                                        

                (j)     DWG  PARTNERSHIP  AGREEMENT.  A copy of the  Partnership
       Agreement, duly certified as of the Signing Date by a partner of DWG.

                (k)     DWG FINANCIAL STATEMENTS. A copy of the balance sheet of
         DWG as at December 31, 1994, duly certified as of the Signing Date by a
partner of DWG.                                               

                (l)     AMENDMENT.  An  amendment  dated the Signing Date to the
         Term Loan Agreement dated as of July 29, 1994, between Nelson Peltz and
         NationsBank of Florida,  N.A.  providing,  among other things, that any
         Event of Default  under this  Agreement  shall  constitute an "Event of
Default" under such Term Loan Agreement.                      

                (m)     PECHINEY COLLATERAL. Such notices and other documents as
         the Bank may reasonably  require in connection with the securing of the
         Obligations   under  this  Agreement   with  the  Pechiney   Collateral
         (including,  without limitation,  note powers (undated and in blank) in
         respect of the  Collateral  Notes,  notices to Pechiney with respect to
         the  Pechiney  Pledge  Agreement  and the payment of  principal  of the
         Collateral  Notes,  and the Escrow Agreement (as defined in each Letter
of Credit).                                                   

                (n)     FEES PAYABLE AT CLOSING.  The Borrowers shall pay to the
         Bank  (i) an  arrangement  fee  equal  to [  REDACTED  ],  and (ii) the
         reasonable  legal fees and other  client  charges and  expenses of such
         counsel (including, without limitation,  photocopying,  travel and word
         processing  charges) incurred by the Bank in connection with its review
         of the  Triarc  Collateral  and the  Pechiney  Collateral  and with the
         preparation of this  Agreement,  the Note and the other Loan Documents,
         negotiations  in connection  therewith,  and research and other related
expenses.                                                     

                (o)     FINANCING    STATEMENTS.    Acknowledgment   copies   of
         appropriate  financing  statements on Form UCC-1,  duly executed by the
         Borrowers  and DWG and duly  filed in such  office or offices as may be
         necessary  or, in the  opinion of the Bank,  desirable  to perfect  the
         security  interests  purported  to be  created by the  Pechiney  Pledge
Agreement and the Triarc Pledge Agreement.                    

                (p)     LIEN REPORTS. Certified copies of requests for copies or
         information on Form UCC-11,  listing all effective financing statements
         which name either  Borrower or DWG as debtor and which are filed in the
         offices  referred to in paragraph  (o) above,  together  with copies of
         such financing statements, none of which, except as otherwise agreed to
in writing by the Bank, shall cover any of the Collateral.    

                (q)     INTERCREDITOR  AGREEMENT.  The  Intercreditor  Agreement
         between the Bank and  NationsBank of Florida,  N.A.,  acknowledged  and
         consented  to by  Nelson  Peltz,  Claudia  Peltz  and DWG and dated the
Signing Date.                                                 

                (r)     RESOLUTION   AGREEMENT.   A  copy   of  the   Resolution
         Agreement,  dated as of May 1, 1992,  as amended,  among Nelson  Peltz,
         Peter May and Pechiney, as amended, certified as of the Signing Date by
Nelson Peltz.                                                 

                (s)     ESCROW AGREEMENT. A copy of the Escrow Agreement,  dated
         as of December 22, 1988, as amended, among Pechiney Corporation, Banque
         Nationale de Paris, New York Branch,  Nelson Peltz,  Peter May and Bank
         of the West,  as escrow  agent,  certified  as of the  Signing  Date by
Nelson Peltz.                                                 

                (t)     OPINION OF COUNSEL TO BORROWERS.  An opinion,  dated the
         Closing  Date,  of the law  firm of Paul,  Weiss,  Rifkind,  Wharton  &
         Garrison,  counsel to the  Borrowers  and DWG, in the form of Exhibit C
hereto.                                                       

         Section 3.2 CONDITIONS TO ALL LOANS. The obligation of the Bank to make
any Loan is subject to the conditions precedent that:                           

                (a)     The  following   statements   shall  be  true,  and  the
         acceptance  of the proceeds of such Loan by a Borrower  shall be deemed
         to be a  representation  and  warranty of each  Borrower on the date of
         such Loan that, (i) the  representations  and  warranties  contained in
         Article  IV of this  Agreement  and in each  other  Loan  Document  and
         certificate or other writing  delivered to the Bank pursuant  hereto on
         or prior to the date for such  Loan are true and  correct  on and as of
         such  date as  though  made on and as of such  date;  (ii) no  Event of
         Default or Default has occurred and is  continuing or would result from
         the making of such Loan to be made on such date;  and (iii) no material
         adverse change in the financial  condition,  properties or prospects of
         any Loan Party shall have  occurred  and be  continuing  on the date of
each request for a Loan; and                                  

                (b)     The Bank shall have  received a Notice of  Borrowing  in
accordance with Section 2.1 hereof with respect to such Loan. 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     Each Borrower  represents  and warrants to the Bank that:  Section  4.1GOOD
TITLE TO DWG INTEREST.  Nelson Peltz and Peter May are the sole general partners
of DWG,  which  interests  are owned  free and clear of any Lien.  Schedule  4.1
hereto sets forth the name and interest of each other partner of DWG.           

         Section 4.2 NO INSOLVENCY PROCEEDINGS.  The Borrowers have no knowledge
of any insolvency  proceeding of any type instituted with respect to DWG, Triarc
or Pechiney.                                                                    

         Section 4.3 NO DEFAULT. No Default or Event of Default has occurred and
is continuing.                                                                  

         Section  4.4  ENFORCEABLE  OBLIGATIONS.  The  Borrowers  have the legal
capacity and right to execute,  deliver and perform this Agreement, the Note and
the other Loan Documents.  This Agreement, the Note and the other Loan Documents
constitute legal,  valid and binding  obligations of the Borrowers,  enforceable
against  each  Borrower  that  is a  party  thereto  in  accordance  with  their
respective terms.                                                               

         Section 4.5 NO LEGAL BAR. The  execution,  delivery and  performance of
this  Agreement,  the Note and the  other  Loan  Documents,  and the  borrowings
hereunder,   will  not  violate  any  law  or  regulation  (including,   without
limitation,  Regulations G, T, U or X) or any  contractual  obligation of either
Borrower  and will not result in the  creation  or  imposition  of a Lien on any
property  of a  Borrower,  other  than  security  interests  created by the Loan
Documents.                                                                      

         Section 4.6 NO  LITIGATION.  Except as disclosed on Schedule 4.6, there
is no  litigation or  proceeding  of or before any  arbitrator  or  Governmental
Authority  pending or  threatened  against  any Loan  Party (as to which  either
Borrower has received notice in writing) (a) with respect to this Agreement, any
Loan,  the use of the proceeds  thereof,  the Triarc  Collateral or the Pechiney
Collateral, or (b) which could reasonably be expected to have a Material Adverse
Effect.                                                                         

         Section 4.7 TAXES.  The Borrowers  have filed or caused to be filed all
tax returns  which are  required to be filed and have paid all taxes shown to be
due and payable on such returns or on any  assessments  made against them or any
of their property by any  Governmental  Authority  except to the extent any such
taxes are being contested in good faith and any exceptions thereto are set forth
on Schedule  4.7. No tax Lien has been filed with  respect to any  material  tax
liability  against either  Borrower,  and, to the Borrowers'  knowledge,  no tax
assessment is pending against either  Borrower,  except as set forth on Schedule
4.7.                                                                            

         Section 4.8 PARTNERSHIP AGREEMENT.  The Borrowers have delivered to the
Bank a true and correct copy of the Partnership  Agreement,  as in effect on the
date hereof.                                                                    

         Section 4.9 APPROVALS. No authorization or approval or other action by,
and no notice to or filing with, any Governmental  Authority or other regulatory
body,  and no consent of any other  Person,  is required for the due  execution,
delivery and  performance by either  Borrower of any Loan Document to which such
Person is a party.                                                              

         Section 4.10 FINANCIAL CONDITION. (a) The personal financial statements
(including  the notes  relating  thereto) of the Borrowers  dated  September 30,
1995, copies of which have been previously delivered to the Bank, fairly present
the financial condition of the Borrowers as at the date thereof,  and since such
date  there has been no  material  adverse  change in the  financial  condition,
properties or prospects of either Borrower.                                     

                (b)     The balance sheet of DWG as at December 31, 1994, copies
         of which have been  previously  delivered to the Bank,  fairly presents
         the financial  condition of DWG as at such date, all in accordance with
         sound accounting  principles  consistently  applied, and since December
         31, 1994 there has been no  material  adverse  change in the  financial
         condition, properties or prospects of DWG (it being understood that any
         decrease  in the per share  price of common  stock of Triarc  shall not
       constitute a material adverse change for purposes of this paragraph).

         Section 4.11 REGULATION U. Such Borrower is not and will not be engaged
in the business of extending  credit for the purpose of  purchasing  or carrying
margin stock  (within the meaning of  Regulation U issued by the Board),  and no
proceeds of any Loan will be used for the purpose, whether immediate, incidental
or ultimate, of purchasing or carrying margin stock, or to refinance any loan or
other  Indebtedness  the  proceeds of which were used to purchase or carry,  any
margin  stock or to extend  credit to others for the  purpose of  purchasing  or
carrying any margin stock.                                                      

         Section  4.12  PURPOSE OF LOAN.  The proceeds of each Loan will be used
only for specific  investment  purposes,  but in no event shall such proceeds be
used for any investment  purpose  inconsistent  with Section 4.11 hereof,  or to
repay any Indebtedness  incurred to repay Indebtedness owed to any prior pledgee
of the Triarc  Shares that was secured  (directly  or  indirectly)  by shares of
stock of Triarc.                                                                

         Section 4.13 FULL  DISCLOSURE.  No Loan Document or schedule or exhibit
thereto, and no certificate,  report, statement or other document or information
furnished to the Bank in  connection  herewith or with the  consummation  of the
transactions  contemplated hereby, contains any material misstatement of fact or
omits to state a  material  fact or any fact  necessary  to make the  statements
contained herein or therein not misleading in light of the  circumstances  under
which they were made.  There is no fact known to any Borrower (other than public
information  as  to  matters  of a  general  economic  nature)  that  materially
adversely affects the financial  condition of a Borrower or DWG the value of any
of the  Collateral  that has not been  disclosed to the Bank in writing prior to
the Signing Date.                                                               

ARTICLE V 
COVENANTS 

         So long as any  Obligation  is  outstanding  or the Bank shall have any
Commitment  hereunder,  the  Borrowers  will,  unless the Bank  shall  otherwise
consent in writing:                                                             

         Section  5.1  FINANCIAL  STATEMENTS.  Deliver  to the  Bank in form and
detail satisfactory to the Bank:                                                

                (a)     as soon as available, but not later than sixty (60) days
         after the end of each  calendar  quarter  and for that  portion  of the
         calendar  year ending  with such  quarter,  a  statement  of assets and
         liabilities (including, without limitation,  contingent liabilities) of
         the  Borrowers  as of the  close  of  such  quarter,  certified  by the
         Borrowers to the best of their  knowledge as being true and complete in
all material respects;                                        

                (b)     together with each statement of assets and  liabilities,

                        (i)     a letter showing which assets each Borrower owns
                individually,  which  assets  are  owned by the  other  Borrower
                individually   and  which  assets  are  owned   jointly  by  the
                Borrowers.  Such  assets  shall be valued on a basis  consistent
                with that used in the  preparation  of the  September  30,  1995
                statement of assets and liabilities,  except as explained in any
                notes to the quarterly  statement which such letter accompanies;
and                                             

                        (ii)    an  update  on the  status  of the  audit by the
                Internal  Revenue Service of the Borrower's  federal tax returns
                (which update may be included in the footnotes to such statement
                of assets  and  liabilities;  the level of  disclosure  for such
                updates will be sufficient  if the same as for previous  updates
included in such footnotes); and                

                (c)     as soon as  available  and in any event not more than 90
         days after the end of each calendar  year,  (i) a statement of personal
         cash flow of the Borrowers  for the year then ended and projected  cash
         flow  of  the  Borrowers  for  the  following  year,  certified  by the
         Borrowers to the best of their  knowledge as being true and complete in
         all material  respects,  and (ii) a balance  sheet of DWG,  showing the
         financial condition of DWG as of the close of such year and prepared in
         accordance with sound accounting  principles  consistently applied, all
         certified by its partners as fairly presenting the financial  condition
of DWG; and                                                   

                (d)     promptly upon request, such other information concerning
         the operations, condition (financial or otherwise), business, assets or
         prospects  of any  Loan  Party  as the  Bank  from  time  to  time  may
reasonably request.                                           

Section 5.2 NOTICES. Promptly notify the Bank of:             

          (a)     the occurrence of any Default or Event of Default;

                (b)     (i) any  breach or  non-performance  of, or any  default
         under, any contractual  obligation of any Loan Party which could have a
         Material  Adverse  Effect;  and (ii) any action,  suit,  litigation  or
         proceeding  which  may  exist at any time  which  could  reasonably  be
expected to have a Material Adverse Effect;                   

                (c)     the commencement of, or any material development in, any
         litigation  or  proceeding  affecting  any Loan  Party (i) which  could
         reasonably be expected to have a Material Adverse Effect, (ii) in which
         the relief sought is an injunction or other stay of the  performance of
         this  Agreement,  the Note or any  other  Loan  Document  or (iii)  any
litigation involving any of the Collateral; and               

                (d)     any Material  Adverse  Effect  subsequent to the date of
         the most recent  statement of assets and  liabilities  of the Borrowers
delivered to the Bank pursuant to Section 5.1.                

Each notice pursuant to this section shall be accompanied by a written statement
signed by the  Borrowers,  setting forth details of the  occurrence  referred to
therein,  and stating  what action the  Borrowers  propose to take with  respect
thereto and at what time.  Each notice under Section  5.2(a) shall describe with
particularity the provisions of this Agreement,  the Note or other Loan Document
that have been breached.                                                        

         Section  5.3  PAYMENT  OF  OBLIGATIONS.  Pay  all  taxes,  assessments,
governmental  charges and other obligations when due, except as may be contested
in good faith or those as to which a bona fide dispute may exist.               

         Section  5.4 FURTHER  ASSURANCES.  Execute and deliver to the Bank such
further  instruments  and do such other further acts as the Bank may  reasonably
request to carry out more effectively the purposes of this Agreement,  the other
Loan Documents and any agreements and instruments referred to herein.           

         Section 5.5 DWG. Not permit DWG to (i)  conduct,  transact or otherwise
engage  in,  or  commit  to  conduct,  transact  or  otherwise  engage  in,  any
transaction,  business  or  operation  other than the  ownership  of the Pledged
Shares, (ii) incur, create,  assume or suffer to exist any Indebtedness or other
liabilities  or  obligations,  except  obligations  owing by it  under  the Loan
Documents to which it is a party,  (iii) create or suffer to exist any Lien upon
or with  respect  to any of its  properties,  whether  now  owned  or  hereafter
acquired,  or assign any right to receive  income , except for any Lien in favor
of the Bank,  (iv)  liquidate,  dissolve,  merge or  consolidate  with, or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of transaction),  any of its assets (whether now owned or hereafter acquired) to
any Person, (v) own, lease, manage or otherwise operate any properties or assets
other than the ownership of the Pledged  Shares,  or (vi) make any payment other
than in accordance with the provisions of the Loan Documents.                   

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         Section 5.6 CHANGE IN STATE OF RESIDENCE. Not change the state of their
principal place of residence (which is currently New York) without (a) notifying
the Bank in writing prior to such change,  (b)  designating  in writing an agent
for service of process in the State of New York and  notifying  the Bank of same
and (c) delivering to the Bank the written acceptance of such agent.            

         Section  5.7 DWG  PARTNERSHIP  AGREEMENT.  Not  amend,  modify,  alter,
terminate or waive any provision of the Partnership Agreement.                  

         Section  5.8 NET WORTH.  Maintain  at all times a minimum  Net Worth of
$[REDACTED]. As used herein, "Net Worth" means the total assets of the Borrowers
minus the total liabilities of the Borrowers,  all determined in accordance with
sound accounting principles.                                                    

         Section 5.9 RULE 144 COVENANTS. (a) Not sell any securities of the same
class or convertible into the same class of securities as the Triarc Collateral,
whether or not such securities are pledged hereunder, from the date hereof until
the  Obligations  have  been  paid in full,  and in the  event of any such  sale
consented to by the Bank will furnish the Bank with a copy of any Form 144 filed
in respect of such sale.  The Borrowers will cause any Person with whom it shall
be deemed one "person"  for  purposes of Rule  144(a)(2) to refrain from selling
any  securities  of the  same  class  or  convertible  into  the  same  class of
securities as the Triarc Collateral,  whether or not such securities are pledged
hereunder, from the date hereof until the Obligations have been paid in full and
the Commitment terminated, and in the event of any such sale consented to by the
Bank will  furnish the Bank with a copy of any Form 144 filed in respect of such
sale.                                                                           

                (b)     Cooperate  fully with the Bank with  respect to any sale
         by the  Bank  of  any of the  Triarc  Collateral,  including  full  and
         complete compliance with all requirements of Rule 144, and will give to
         the Bank all  information and will do all things  necessary,  including
         the execution of all documents,  forms, instruments and other items, to
         comply  with Rule 144 for the  complete  and  unrestricted  sale and/or
transfer of the Rule 144 Securities.                          

ARTICLE VI
EVENTS OF DEFAULT 

         Section 6.1 EVENT OF DEFAULT.  Any of the following shall constitute an
"EVENT OF DEFAULT":                                                             

                (a)     NONPAYMENT.  Either (i) THE BANK SHALL DEMAND PAYMENT ON
         THE  NOTE  (AT ANY  TIME  IN ITS  SOLE  AND  ABSOLUTE  DISCRETION,  AND
         REGARDLESS  OF WHETHER ANY OTHER DEFAULT OR EVENT OF DEFAULT SHALL HAVE
         OCCURRED), or (ii) either Borrower shall fail to pay any principal of a
         Loan or the Note when due  (whether by  scheduled  maturity,  mandatory
         prepayment,   acceleration,  demand  or  otherwise),  or  (iii)  either
         Borrower  shall fail to pay any  interest  on a Loan or the Note or any
         other amount  payable  hereunder and such failure shall  continue for 3
Business Days; or                                             

                (b)     REPRESENTATION  OR  WARRANTY.   Any   representation  or
         warranty  by any Loan Party made or deemed  made  herein,  in any other
         Loan  Document or in any  certificate,  document or  financial or other
         statement  furnished by a Loan Party  pursuant to a Loan Document shall
         have been  incorrect or misleading in any material  respect on or as of
the date made or deemed made; or                              

                (c)     OTHER  DEFAULT.  (i) A Borrower shall fail to perform or
         observe any term or covenant in Section 2.5 hereof after any applicable
         notice and cure period expressly set forth therein,  or (ii) a Borrower
         shall fail to perform or observe any term or covenant in Section 5.1 or
         5.2 hereof after any  applicable  notice and cure period  expressly set
         forth  therein (if any),  or (iii) any Loan Party shall fail to perform
         or  observe  any other  material  term or  covenant  contained  in this
         Agreement  or any other Loan  Document,  and not referred to in another
         subsection of this Section 6.1, and such default  continues  unremedied
         for a period of 20 days or (iv) a Loan  Party  shall fail to perform or
         observe any other term or covenant  contained in this  Agreement or any
         other Loan Document,  and not referred to in clauses (i), (ii) or (iii)
         of this subsection (c) or in any other  subsection of this Section 6.1,
         and such default continues unremedied for a period of 20 days after the
Bank gives notice to either Borrower of same; or              

                (d)     CROSS-DEFAULT. Any Loan Party (i) shall fail to make any
         required  payment  when due in  respect  of any  Indebtedness  having a
         principal  or face amount of [ REDACTED ] or more when due  (whether at
         scheduled maturity or required  prepayment or by acceleration,  demand,
         or  otherwise);  or (ii) shall  fail to  perform  or observe  any other
         condition  or  covenant,  or any other event  shall occur or  condition
         exist,  under  any  agreement  or  instrument   relating  to  any  such
         Indebtedness,  and such failure continues after the applicable grace or
         notice period, if any,  specified in the document relating thereto,  if
         the  effect of such  failure,  event or  condition  is to cause,  or to
         permit the holder or holders of such  indebtedness  or  beneficiary  or
         beneficiaries of such  Indebtedness (or a trustee or agent on behalf of
         such holder or holders or beneficiary or  beneficiaries)  to cause such
         Indebtedness  to be declared to be due and payable  prior to its stated
         maturity,  or such  contingent  obligation  to become  payable  or cash
collateral in respect thereof to be demanded; or              

                (e)     VOLUNTARY  PROCEEDINGS.   Any  Loan  Party  (i)  becomes
         insolvent,  or  generally  fails  to pay,  or  admits  in  writing  the
         inability to pay such Loan Party's debts as they become due, subject to
         applicable  grace  periods,  if any,  whether  at  stated  maturity  or
         otherwise; (ii) commences a proceeding under the bankruptcy laws of any
         state or of the United States with respect to such Loan Party; or (iii)
      takes any action to effectuate or authorize any of the foregoing; or

                (f)     INVOLUNTARY PROCEEDINGS.  (i) Any involuntary bankruptcy
         proceeding  is commenced  or filed  against any Loan Party or any writ,
         judgment,  warrant of  attachment,  execution  or similar  process,  is
         issued  or  levied  against  a  substantial  part of any  Loan  Party's
         properties,  and any such  proceeding or petition is not dismissed,  or
         such  writ,  judgment,  warrant  of  attachment,  execution  or similar
         process is not  released,  vacated or fully bonded within 90 days after
         commencement,  filing or levy;  (ii) any Loan Party admits the material
         allegations  of a petition  against  such Loan Party in any  insolvency
         proceeding,  or an order for relief (or similar  order  under  non-U.S.
         law) is ordered in any insolvency  proceeding;  or (iii) any Loan Party
         acquiesces  in  the  appointment  of a  receiver,  trustee,  custodian,
         conservator,  liquidator,  mortgagee in possession (or agent therefor),
         or other similar person for a substantial  portion of such Loan Party's
property or business; or                                      

                (g)     MONETARY   JUDGMENTS;   LIENS.   One   or   more   final
         (non-interlocutory) judgments, orders or decrees is entered against any
         Loan Party or a Lien is filed against property of any Loan Party (other
         than as contemplated  hereby) involving in the aggregate liability (not
         fully covered by independent third-party insurance) as to any single or
         related series of transactions,  incidents or conditions, of [ REDACTED
         ] or more, and the same remains  unvacated and unstayed  pending appeal
         (if a judgment)  or unbonded  (if a Lien) for a period of 10 days after
the entry thereof; or                                         

                (h)     TRIARC  PLEDGE  AGREEMENT.  Any  provision of the Triarc
         Pledge  Agreement  ceases to be valid  and  binding  on or  enforceable
         against  DWG,  the  Triarc  Pledge  Agreement  ceases to create a valid
         security interest in the collateral  purported to be covered thereby or
         such  security  interest  ceases for any reason to be a  perfected  and
first priority security interest; or                          

                (i)     PECHINEY PLEDGE AGREEMENT. Any provision of the Pechiney
         Pledge  Agreement  ceases to be valid  and  binding  on or  enforceable
         against Nelson Peltz,  the Pechiney Pledge Agreement ceases to create a
         valid  security  interest  in the  collateral  purported  to be covered
         thereby  or  such  security  interest  ceases  for any  reason  to be a
perfected and first priority security interest; or            

                (j)     TERM LOAN  AGREEMENT.  An "Event of Default" shall occur
         under the Term Loan Agreement  dated as of July 29, 1994, as amended or
         otherwise  modified  from  time  to  time,  between  Nelson  Peltz  and
NationsBank of Florida, N.A.; or                              

                (k)     PUBLIC  INFORMATION.  Triarc  shall at any time cease to
         satisfy either of the conditions set forth in paragraph (c) of Rule 144
         (unless at such time pursuant to paragraph (k) of Rule 144 the Bank can
         sell all of the Triarc  Class A Common Stock  pledged to the Bank);  or
         shares of the Triarc  Class A Common  Stock shall cease to be listed on
         the New York Stock  Exchange or the American Stock Exchange or included
   for trading on the NASDAQ Stock Market/National Market System; or

                (l)     DWG CONTROL.  Nelson Peltz shall cease to own  directly,
         beneficially  and of record,  66-2/3% of the  partnership  interests in
         DWG,  or Nelson  Peltz and Peter May shall  cease  collectively  to own
         directly, beneficially and of record, 100% of the partnership interests
         in DWG (except for the limited partnership  interest of Leon Kalvaria);
or                                                            

                (m)     DEATH OR  INCAPACITY.  Nelson  Peltz  shall die or shall
cease to have legal capacity.                                 

     Section 6.2 REMEDIES. If any Event of Default occurs, the Bank may:

                (a)     declare   the   aggregate   principal   amount   of  the
         outstanding  Loans,  all interest  accrued and unpaid thereon,  and all
         other  Obligations  to be immediately  due and payable,  whereupon such
         Loans,  all  interest  accrued  and  unpaid  thereon,   and  all  other
         Obligations  shall  become and be  forthwith  due and  payable  without
         presentment,  demand,  protest  or further  notice of any kind,  all of
which are hereby expressly waived by the Borrowers;           

                (b)     exercise  all  rights  and  remedies   available  to  it
       hereunder, under the Note, any other Loan Document or applicable law;

                (c)     declare the Commitment to be  terminated,  whereupon the
Commitment shall forthwith  terminate;  and                   

                (d)     enforce,  as  Collateral  Agent,  and direct the Florida
         Agent to enforce (subject to Section 8 of the Intercreditor Agreement),
         all of the Liens and security  interests  created  pursuant to the Loan
Documents;                                                    

PROVIDED,  HOWEVER,  that (i) upon the  occurrence  of any  event  specified  in
paragraph (c)(i),  (f) or (g) of Section 6.1 above (in the case of clause (i) of
paragraph  (f),  after the  90-day  period  expressly  set forth  therein),  the
Commitment shall  automatically  terminate and the aggregate principal amount of
the outstanding  Loans, all interest  accrued and unpaid thereon,  and all other
Obligations shall  automatically  become due and payable,  without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived  by the  Borrowers,  and  (ii) in the  case  of any  event  specified  in
paragraph  (c)(i) of Section 6.1 above (after the five-day period  expressly set
forth in Section 2.5(b) hereof),  and  notwithstanding  any notice provisions in
any other Loan Document,  (A) the  Collateral  Agent may sell all or any part of
the Triarc Collateral and (B) the Florida Agent may (subject to Section 8 of the
Intercreditor Agreement) sell all or any part of the Pechiney Collateral, and in
each case the Bank may apply the proceeds of such  Collateral  to the payment of
the Obligations.                                                                

         Section  6.3  RIGHTS  NOT  EXCLUSIVE.   The  rights  provided  in  this
Agreement,  the Note and the other Loan  Documents  are  cumulative  and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument,  document or agreement now existing or
hereafter arising.                                                              

ARTICLE VII 
MISCELLANEOUS 

         Section 7.1 AMENDMENT AND WAIVER. No modification,  consent,  amendment
or waiver of any  provision of this  Agreement,  nor consent to any departure by
either  Borrower  therefrom,  shall be  effective  unless  the same  shall be in
writing and signed by a Vice  President or higher level officer of the Bank, and
then shall be effective  only in the  specific  instance and for the purpose for
which given.                                                                    

Section 7.2 COSTS AND EXPENSES. The Borrowers shall:          

                (a)     reimburse  the Bank within five (5) Business  Days after
         demand  for all costs and  expenses  incurred  by the Bank,  including,
         without  limitation,  the reasonable fees and  disbursements of counsel
         and  paralegals,  in  connection  with  the  development,  preparation,
         delivery,   administration   and  execution  of,  and  any   amendment,
         supplement,  waiver or modification to, this Agreement, the Note or any
         of the other  Loan  Documents,  the  review of the  Collateral  and the
consummation of the transactions contemplated hereby;         

                (b)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and expenses  incurred by it,  including,  without
         limitation,  the fees and  disbursements of counsel and paralegals,  in
         connection with the enforcement, attempted enforcement, or preservation
         of any rights or remedies  (including in connection  with any "workout"
         or  restructuring  regarding  any  of  the  Loans  and  any  insolvency
         proceeding or appellate  proceeding) under this Agreement,  the Note or
     any other Loan Document or in respect of any of the Collateral; and

                (c)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and  expenses  incurred by the Bank in  connection
         with  litigation  involving the Triarc  Collateral,  whether related to
enforcement thereof or otherwise.                             

         Section 7.3 JOINT AND SEVERAL  OBLIGATIONS.  All of the  Obligations of
the  Borrowers  hereunder  and under the Note and the other Loan  Documents  are
joint and several.  The Bank may, in its sole and absolute  discretion,  enforce
the provisions  hereof against either of the Borrowers and shall not be required
to proceed  against both  Borrowers  jointly or seek payment from the  Borrowers
ratably. In addition, the Bank may, in its sole and absolute discretion,  select
the Collateral of any one or more of the Loan Parties for sale or application to
the Obligations,  without regard to the ownership of such Collateral,  and shall
not be required to make such selection  ratably from the Collateral owned by the
Loan Parties (it being  understood  that any sale or disposition of the Pechiney
Collateral shall be subject to Section 8 of the Intercreditor  Agreement). It is
understood  and  agreed  that  Nelson  Peltz and Peter May have  agreed  between
themselves  that Nelson  Peltz shall have a two-thirds  interest,  and Peter May
shall have a  one-third  interest,  in DWG and its  assets,  and the Bank hereby
agrees that in the event the Bank shall sell or otherwise  dispose of any of the
Triarc  Collateral,  the Bank shall  apply  two-thirds  of the  proceeds of such
Triarc Collateral to the Obligations.                                           

         Section  7.4 DEMAND  OBLIGATION.  Nothing in this  Agreement  or in any
other Loan  Document is  intended  to be an  amendment  or  modification  of, or
limitation or restriction  upon, any provision of the Note  (including,  without
limitation,  the  Borrower's  obligation  under  the Note to pay  principal  and
interest ON DEMAND),  and the  provisions of the Note shall be  controlling  and
fully  effective  regardless of anything  herein to the contrary.  The Borrowers
hereby  acknowledge  that  the Bank may at any  time,  in its sole and  absolute
discretion,  demand  payment  of the  Note,  even if the  Borrowers  have  fully
complied with all of the terms and  conditions  of this  Agreement and the other
Loan Documents. This Agreement, the Note and the other Loan Documents constitute
the  entire   agreement  among  the  parties  with  respect  to  the  borrowings
contemplated hereunder and supersede all prior agreements, written or oral, with
respect to the borrowings  contemplated  hereunder.  THE NOTE AND THE BORROWERS'
OBLIGATIONS  ARE  PAYABLE  UPON  DEMAND  BY THE BANK  (IN ITS SOLE AND  ABSOLUTE
DISCRETION).                                                                    

         Section  7.5  SET-OFF.  If an  Event  of  Default  exists,  the Bank is
authorized to set-off and apply any and all deposits  (general or special,  time
or demand,  provisional or final) at any time held by, and other indebtedness at
any time owing to, the Bank to or for the credit or the account of any  Borrower
against any and all  Obligations  owing to the Bank, now or hereafter  existing,
whether or not the Bank has made demand  under this  Agreement,  the Note or any
other  Loan  Document  and  although  such  Obligations  may  be  contingent  or
unmatured.  The  Borrowers  hereby waive prior notice of such action.  The Bank,
however,  agrees  promptly  to notify  the  Borrowers  after  any such  set-off;
PROVIDED,  HOWEVER,  that the failure to give such  notice  shall not affect the
validity of such  set-off.  The rights of the Bank under this Section 7.5 are in
addition to the other  rights and remedies  (including  other rights of set-off)
which the Bank may have.                                                        

         Section 7.6 WAIVER.  No failure or delay on the part of the Bank or the
Borrowers in exercising any right,  power or privilege  under this Agreement and
no course of dealing  between the  Borrowers or any other person and the Bank or
any other person shall operate as a waiver hereof or thereof.                   

Section 7.7 SUCCESSORS AND ASSIGNS.                           

                (a)     This  Agreement  shall be binding  upon and inure to the
         benefit of each party hereto and its  successors  and  assigns,  except
         that the  Borrowers  shall not be entitled to assign or transfer all or
         any of their  rights,  benefits or  obligations  hereunder,  except for
their death or mental incapacity.                             

                (b)     The Bank may not assign or otherwise transfer any of its
         rights or obligations  under this Agreement  except as provided in this
Section 7.7(b):                                               

                        (i)     Prior to  approaching  any Eligible  Institution
                for the purpose of assigning a portion of its interest herein or
                selling a participation in its rights and obligations under this
                Agreement,  the Bank shall  discuss with a Borrower the names of
                such  potential  participants  or assignees.  The Bank shall not
                assign or sell a  participation  in its rights  and  obligations
                under this  Agreement to any person unless a Borrower shall have
                consented  thereto  (which  consent  shall  not be  unreasonably
withheld).                                      

                        (ii)    The  Borrowers  shall  be given  prompt  written
                notice of any  grant of any such  participation  or  assignment,
                which  notice  shall  include (x) the name and  jurisdiction  of
                organization  of the  participant  and  (y) the  amount  of such
participation or assignment.                    

(iii)   The Bank agrees that:   

                                (A)     it will not  assign an  interest  in, or
                sell  a  participation   in,  the  outstanding   Loans  and  the
        Commitment in an amount less than 15% of the Commitment;

                                (B)     it will at all  times  retain  not  less
     than 15% of the outstanding Loans and the Commitment;

                                (C)     it will  provide  in any  assignment  or
                participation  agreement with any assignee or  participant  that
                such assignee or participant may not make a subparticipation  or
                assign any portion of its interest in outstanding  Loans and the
                Commitment  if, after  giving  effect to such  participation  or
                assignment,  such  participant  or assignee would hold less than
15% of the outstanding Loans and the Commitment;

                                (D)     the Bank will not assign an  interest or
                sell a  participation  in any  Loan  or  the  Commitment  to any
                assignee  or  participant  who  would  be  entitled  to  receive
                additional  compensation  under Section 2.10 at the time of such
                assignment  or  sale  by  the  Bank,  nor  to  any  assignee  or
                participant  who would find it unlawful or  impossible  to make,
                maintain or fund its assigned  interest or  participation in the
                Loan at a rate based on  Adjusted  LIBOR as  provided in Section
         2.11, at the time of such assignment or sale by the Bank;

                                (E)     with  respect to any matter on which the
                Bank and any assignee or  participant  is required to vote or is
                solicited  to consent  pursuant to the terms of a  participation
                agreement  or an  assignment  agreement,  as the  case  may  be,
                between the Bank and such person, if the matter to be decided is
                one that does not require the unanimous consent of all assignees
                or  participants,  financial  institutions  holding  51%  of the
                outstanding Loans shall decide the issue, provided that such 51%
includes the Bank; and                          

                                (F)     in  any   participation   agreement   or
                assignment  agreement with any  participant or assignee,  as the
case may be, the Bank will:                     

                                        (x)     require that any bank  organized
                outside the United  States will  deliver to the Bank with a copy
                to either Borrower  Internal  Revenue Service Form 4224 or 1001,
duly completed and signed; and                  

                                        (y)     provide that each participant or
                assignee,  as the case may be, will agree to be bound by all the
         terms of this Agreement as if it were a signatory hereto.

                        (iv)    The Bank may, in  connection  with any  proposed
                participation   or   assignment,   disclose   to  the   proposed
                participant  or  assignee  any   information   relating  to  the
                Borrowers  furnished  to  the  Bank  by  or  on  behalf  of  the
Borrowers;                                      

                PROVIDED,  that  prior  to any  such  disclosure,  the  proposed
                participant  or assignee  shall agree in writing to preserve the
                confidentiality of any confidential  information relating to the
                Borrowers  received by it from the Bank to the same extent as is
required of the Bank.                           

                        (v)     The Bank shall act as agent in  connection  with
                any transfer  permitted  hereunder and the administration of the
                Loans, and shall remain the holder of the Triarc  Collateral and
                act as  collateral  agent of the Triarc  Collateral  holding the
                same for its benefit and the benefit of the permitted  assignees
                and participants hereunder.  The Borrowers shall not be required
                to deal with any  participant or assignee in connection with the
                administration  of the Loans,  and each assignment  agreement or
                participation agreement shall provide that each such assignee or
                participant  shall  deal  solely  with the Bank as agent and not
directly with the Borrowers.                    

         Section  7.8  CONFIDENTIALITY.  The  Bank  agrees  to take  normal  and
reasonable  precautions and exercise due care to maintain the confidentiality of
all information identified as "confidential" by the Borrowers and provided to it
by the Borrowers in  connection  with this  Agreement,  and it shall not use any
such  information  for any purpose or in any manner  other than  pursuant to the
terms contemplated by this Agreement;  except to the extent such information (i)
was or becomes  generally  available  to the public  other than as a result of a
disclosure by the Bank, or (ii) was or becomes  available on a  non-confidential
basis from a source other than the  Borrowers,  provided that such source is not
bound by a  confidentiality  agreement  with the  Borrowers  known to the  Bank;
PROVIDED FURTHER,  HOWEVER, that the Bank may disclose such information:  (A) at
the request or pursuant to any  requirement  of any  Governmental  Authority  to
which the Bank is subject or in connection  with an  examination  of the Bank by
any such  authority;  (B) pursuant to subpoena or other court process;  (C) when
required  to  do  so  in  accordance  with  the  provisions  of  any  applicable
requirement  of  law;  (D)  to  the  Bank's   independent   auditors  and  other
professional  advisors,  all of whom shall have been advised of the confidential
nature of such  information;  and (E) to proposed  assignees or  participants in
accordance  with  Section  7.8(b)(iv).  It  is  understood  that  the  financial
information  to be  delivered  pursuant to Section 5.1 or any similar  financial
information  delivered  prior to the  Closing  Date shall be deemed to have been
identified as confidential by the Borrowers.                                    

         Section  7.9   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.                                                           

         Section 7.10  SEVERABILITY.  Any provision of this  Agreement  which is
illegal,  invalid  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  illegality,  invalidity or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the legality,  validity or  enforceability  of such  provision in any
other jurisdiction.                                                             

         Section 7.11 NOTICES.  Unless otherwise  expressly provided herein, all
notices and other communications  provided for hereunder shall be in writing and
shall be mailed,  telegraphed,  telecopied or delivered, if to the Borrowers, to
c/o Triarc  Companies,  Inc., 900 Third Avenue,  31st Floor,  New York, New York
10022,  Telecopy No. [ REDACTED ],  Telephone  No.: [ REDACTED ], with a copy to
Paul, Weiss, Rifkind,  Wharton & Garrison, 1285 Avenue of the Americas, New York
New York 10019.  Attention:  Neale Albert,  Esq.,  Telecopier No.: [ REDACTED ],
Telephone  No.:  [  REDACTED  ];  if  to  the  Bank,  to it at  its  address  at
NationsBank, N.A., 101 South Tryon Street, Charlotte, North Carolina 28255, with
copies to NationsBank,  N.A., 767 Fifth Avenue,  23rd Floor,  New York, New York
10153-0083, Attention: Ms. Jane R. Heller, Senior Vice President, Telecopier No.
[ REDACTED ],  Telephone  No. [ REDACTED ], and Schulte Roth & Zabel,  900 Third
Avenue,  New York,  New York  10022,  Attention:  Lawrence  S.  Goldberg,  Esq.,
Telecopier No. [ REDACTED ], Telephone No.[ REDACTED ]; or, as to each party, at
such other address as shall be  designated by such party in a written  notice to
the other party  complying as to delivery  with the terms of this Section  7.11.

Any notice to the Bank by any Borrower or  Borrowers  shall be binding on all of
the Borrowers.  The Bank may, and is hereby authorized,  in its sole discretion,
to act  in  accordance  with  the  terms  hereof  upon  receipt  of any  notice,
including,  without  limitation,  a Notice  of  Borrowing,  by any  Borrower  or
Borrowers  as though such notice had been signed by both of the  Borrowers,  and
all of the rights and remedies of the Bank,  and  Obligations  of the Borrowers,
shall be in full  force and effect  notwithstanding  that any  Borrower  did not
execute or consent to such Notice of Borrowing or other notice. All such notices
and other communications shall be effective (i) if mailed, when deposited in the
mails, (ii) if telegraphed,  when delivered to the telegraph  company,  (iii) if
telecopied,  upon receipt,  or (iv) if  delivered,  upon  delivery,  except that
notices to the Bank  pursuant to Article II hereof shall not be effective  until
received by the Bank.                                                           

         Section 7.12 GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK.            

         Section 7.13 ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO  INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY RELATED  INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING
ANY CLAIM  BASED ON OR ARISING  FROM AN ALLEGED  TORT,  SHALL BE  DETERMINED  BY
BINDING  ARBITRATION IN ACCORDANCE  WITH THE FEDERAL  ARBITRATION ACT (OR IF NOT
APPLICABLE,  THE APPLICABLE  STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR
THE ARBITRATION OF COMMERCIAL  DISPUTES OF  J.A.M.S./ENDISPUTE  OR ANY SUCCESSOR
THEREOF  ("J.A.M.S."),  AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF
ANY  INCONSISTENCY,   THE  SPECIAL  RULES  SHALL  CONTROL.   JUDGMENT  UPON  ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,
TO  COMPEL  ARBITRATION  OF ANY  CONTROVERSY  OR CLAIM TO WHICH  THIS  AGREEMENT
APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.                      

                        (i)     SPECIAL   RULES.   THE   ARBITRATION   SHALL  BE
                CONDUCTED IN THE COUNTY OF ANY  BORROWER'S  DOMICILE AT THE TIME
                OF THE EXECUTION OF THIS AGREEMENT AND  ADMINISTERED BY J.A.M.S.
                WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY
                PRECLUDED FROM ADMINISTERING THE ARBITRATION,  THEN THE AMERICAN
                ARBITRATION  ASSOCIATION  WILL SERVE.  ALL ARBITRATION  HEARINGS
                WILL BE COMMENCED  WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION;
                FURTHER,  THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE
                PERMITTED TO EXTEND THE  COMMENCEMENT  OF SUCH HEARING FOR UP TO
AN ADDITIONAL 60 DAYS.                          

                        (ii)    RESERVATION   OF   RIGHTS.   NOTHING   IN   THIS
                ARBITRATION   PROVISION   SHALL  BE  DEEMED  TO  (I)  LIMIT  THE
                APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
                OR  REPOSE  AND  ANY  WAIVERS   CONTAINED  IN  THIS  INSTRUMENT,
                AGREEMENT,  OR DOCUMENT;  OR (II) BE A WAIVER BY THE BANK OF THE
                PROTECTION   AFFORDED  TO  IT  BY  12  U.S.C.  SEC.  91  OR  ANY
                SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF
                THE BANK HERETO (A) TO EXERCISE  SELF HELP REMEDIES SUCH AS (BUT
                NOT LIMITED TO) SETOFF,  OR (B) TO FORECLOSE AGAINST ANY REAL OR
                PERSONAL  PROPERTY  COLLATERAL,  OR (C) TO  OBTAIN  FROM A COURT
                PROVISIONAL  OR ANCILLARY  REMEDIES SUCH AS (BUT NOT LIMITED TO)
                INJUNCTIVE  RELIEF,  WRIT OF POSSESSION OR THE  APPOINTMENT OF A
                RECEIVER. THE BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE
                UPON SUCH  PROPERTY,  OR OBTAIN SUCH  PROVISIONAL  OR  ANCILLARY
                REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
                PROCEEDING  BROUGHT  PURSUANT TO THIS  AGREEMENT.  NEITHER  THIS
                EXERCISE  OF  SELF  HELP   REMEDIES  NOR  THE   INSTITUTION   OR
                MAINTENANCE  OF AN ACTION  FOR  FORECLOSURE  OR  PROVISIONAL  OR
                ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
                PARTY,  INCLUDING THE CLAIMANT IN ANY SUCH ACTION,  TO ARBITRATE
                THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO
SUCH REMEDIES.                                  

         Section  7.14  THIS  WRITTEN  AGREEMENT  AND THE OTHER  LOAN  DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.            

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.                      

            NELSON PELTZ

             CLAUDIA PELTZ

                 NATIONSBANK, N.A.

   By:

                           Title: AUTHORIZED SIGNATORY

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                                                                        REDACTED

TERM LOAN AGREEMENT 

dated as of July 29, 1994 

between 

NELSON PELTZ

and 

NATIONSBANK OF FLORIDA, N.A.

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TABLE OF CONTENTS 

                                                                            PAGE

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS....................................1 

Section 1.1   Certain Defined Terms...........................................1 

ARTICLE II THE LOAN...........................................................6 
Section 2.1   Amount of the Loan..............................................6 
Section 2.2   Interest........................................................6 
Section 2.3   Payment Under Collateral Notes and Letters of Credit............7 
Section 2.4   Payment of Principal............................................8 
Section 2.5   Optional Prepayment.............................................8 
Section 2.6   Mandatory Prepayment............................................8 
Section 2.7   Evidence of Credit Extensions...................................8 
Section 2.8   Payment.........................................................8 
Section 2.9   Computations of Interest; Business Day..........................8 
Section 2.10  Increased Costs, Etc............................................9 
Section 2.11  Illegality.....................................................10 
Section 2.12  Funding Losses.................................................11 
Section 2.13  Unavailability.................................................11 
Section 2.14  Special Prepayment.............................................11 

ARTICLE III CONDITIONS PRECEDENT.............................................12 

Section 3.1   Deliveries.....................................................12 
Section 3.2   Representations Correct........................................13 
Section 3.3   Release of Credit Suisse Lien..................................13 

ARTICLE IV REPRESENTATIONS AND WARRANTIES....................................13 

Section 4.1   Good Title to Collateral.......................................13 
Section 4.2   Enforceable Collateral Notes; No Default.......................14 
Section 4.3   No Defense to or Prepayment of Collateral Notes................14 
Section 4.4   No Misrepresentation...........................................14 
Section 4.5   No Insolvency Proceedings......................................14 
Section 4.6   No Default.....................................................14 
Section 4.7   Enforceable Obligations........................................14 
Section 4.8   No Legal Bar...................................................14 
Section 4.9   No Litigation..................................................15 
Section 4.10  Taxes..........................................................15 
Section 4.11  Margin Stock...................................................15 
Section 4.12  Purpose of Loan................................................15 
Section 4.13  Pledge Agreement...............................................15 
Section 4.14  Escrow Agreement...............................................15 

ARTICLE V COVENANTS..........................................................16 

Section 5.1   Financial Statements...........................................16 
Section 5.2   Notices........................................................16 
Section 5.3   Payment of Obligations.........................................17 
Section 5.4   Further Assurances.............................................17 
Section 5.5   Notice to Pechiney and Escrow Agent............................17 
Section 5.6   Amendments to Escrow Agreement.................................18 
Section 5.7   Change in State of Residence...................................18 

ARTICLE VI EVENTS OF DEFAULT.................................................18 

Section 6.1   Event of Default...............................................18 
       (a)   Non-Payment....................................................18
       (b)   Representation or Warranty.....................................19
       (c)   Other Default..................................................19
       (d)   Cross-Default..................................................19
       (e)   Material Adverse Change........................................20
       (f)   Insolvent Voluntary Proceedings................................20
       (g)   Involuntary Proceedings........................................20
       (h)   Monetary Judgements; Liens.....................................20
       (i)   Pledge Agreement...............................................20
Section 6.2   Remedies.......................................................21 
Section 6.3   Rights Not Exclusive...........................................21 

ARTICLE VII MISCELLANEOUS....................................................21 

Section 7.1   Amendment and Waiver...........................................21 
Section 7.2   Costs and Expenses.............................................22 
Section 7.3   Indemnification................................................22 
Section 7.4   GOVERNING LAW AND SUBMISSION TO JURISDICTION...................23 
Section 7.5   Set-Off........................................................23 
Section 7.6   Waiver.........................................................24 
Section 7.7   Successors and Assigns.........................................24 
Section 7.8   Confidentiality................................................26 
Section 7.9   Counterparts...................................................27 
Section 7.10  Severability...................................................27 
Section 7.11  Notices........................................................27 
Section 7.12  Document Stamp Taxes...........................................27 
Section 7.13  WAIVER OF JURY TRIAL...........................................27 

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SCHEDULES                                                                       
Schedule 2.2   -  Interest Payment Dates                                        
Schedule 4.9   -  Litigation, Tax Audits                                        
Schedule 4.10  -  Tax Assessments                                               

EXHIBITS                                                                        
Exhibit A      -  Note                                                          
Exhibit B      -  Pledge Agreement                                              
Exhibit C      -  Direction to Demand Payment, Accelerate or Draw               

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TERM LOAN AGREEMENT 

         THIS TERM LOAN AGREEMENT (the  "Agreement"),  dated as of July 29,1994,
is entered into by and between  NELSON  PELTZ (the  "Borrower"),  an  individual
residing  in the  State of New York,  and  NATIONSBANK  OF  FLORIDA,  N.A.  (the
"Bank"), a national banking association.                                        

RECITALS

         The Borrower has requested  that the Bank make a term loan (the "Loan")
available  to the Borrower in an amount not in excess of One Hundred Two Million
Dollars ($102,000,000), which Loan is to be secured by the pledge to the Bank by
the Borrower of promissory  notes (the  "Collateral  Notes")  issued by Pechiney
Corporation, a Delaware corporation ("Pechiney"),  payable to the Borrower in an
aggregate  principal amount of $120,000,000.  Payment of the Collateral Notes is
supported by transfer letters of credit issued by Banque Nationale de Paris, New
York Branch, which, on the Closing Date, will issue new letters of credit naming
the Bank as  beneficiary.  The Bank will hold such  letters of credit for itself
and as  collateral  agent for any Eligible  Institution  (as defined  herein) to
which the Bank sells a participation  in the Loan or to which the Bank assigns a
portion of its interest therein.                                                

         The Bank has agreed to make the loan to the  Borrower  on the terms set
forth herein.                                                                   

ARTICLE I 
DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1  Certain  Defined  Terms.  As used in this  Agreement,  the
following terms shall have the following meanings:  "Adjusted LIBOR" means, with
respect to any Interest Period, a rate per annum (rounded upward,  if necessary,
to the nearest  1/100th of one  percent),  determined  pursuant to the following
formula:                                                                        

LIBOR 
1.00 minus the Eurodollar Reserve Percentage

"Applicable Margin" means:                                    

                    (i)     prior to a Rating Change, [ REDACTED ]%; and

                        (ii)    after a Rating Change and during the continuance
thereof, [ REDACTED ]%.                         

Any change in the Applicable  Margin shall take effect on the date of any Rating
Change.                                                                         

         "Base  Rate"  means,  for any day, a simple rate per annum equal to the
higher  of (i) the Prime  Rate for such day,  or (ii) the sum of one half of one
percent ( 1/2 %) plus the Federal Funds Rate for such day.                      

"BNP" means Banque Nationale de Paris, New York Branch.       

         "Business Day" means any day other than a Saturday, Sunday or other day
on which  commercial banks in New York City are authorized or required by law to
close and, if the  applicable  Business Day relates to any  Interest  Period for
which  interest on the Loan is  determined  by reference  to the Adjusted  LIBOR
rate, also includes a day on which commercial  banks are open for  international
business in London.                                                             

"Closing Date" means July 29, 1994.                           

    "Collateral Notes" has the meaning assigned to it in the Recitals.

         "Default"  means a condition or event  which,  after notice or lapse of
time or both, would constitute an Event of Default.                             

"Default Rate" has the meaning specified in Section 2.2.      

         "Direction to Demand Payment, Accelerate or Draw" means a direction, in
the form attached hereto as Exhibit C, dated and signed by the Borrower.        

         "Dollars"  and the sign "$" each mean lawful money of the United States
of America.                                                                     

         "Eligible  Institution" means (i) a commercial bank organized under the
laws of the United States,  or any state thereof,  and having a combined capital
and surplus of at least $100,000,000;  or (ii) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country,  and having a combined  capital and  surplus of at least  $100,000,000,
provided  that  such bank is acting  through a branch or agency  located  in the
United States or an offshore branch outside the United States at which such bank
books loans bearing interest based on LIBOR and, in the case of a bank described
in either  clause  (i) or clause  (ii),  such bank is able to  deliver  Internal
Revenue  Service Form 1001 or 4224 to the Bank with a copy to the Borrower as of
the day such bank becomes an assignee or participant.                           

         "Escrow  Agreement"  means that certain Escrow  Agreement,  dated as of
December 22, 1988, among Pechiney,  BNP, the Borrower,  Peter W. May and Bank of
the West as Escrow  Agent,  as amended  from time to time.                      

         "Eurodollar  Reserve  Percentage"  means, with respect to each Interest
Period,  the maximum reserve percentage  (expressed as a decimal  fraction),  in
effect on the date LIBOR for such Interest Period is determined  (whether or not
applicable  to the Bank),  prescribed  by the Board of  Governors of the Federal
Reserve System (or any successor) for determining reserve requirements generally
applicable to financial  institutions regulated by the Board of Governors of the
Federal  Reserve System  (including  without  limitation  any basic,  emergency,
supplemental   or  other  marginal   reserve   requirements)   with  respect  to
Eurocurrency  liabilities  pursuant to Regulation D or any other then applicable
regulation  of the  Board of  Governors  of the  Federal  Reserve  System  which
prescribes  reserve  requirements  applicable to  "Eurocurrency  liabilities" as
presently  defined in Regulation D (or any other category of  liabilities  which
includes  deposits by reference to which the interest  rate is determined or any
category or  extension  of credit which  includes  loans by a non-United  States
office of the Bank to United States  residents).  Each determination by the Bank
of the  Eurodollar  Reserve  Percentage  shall,  in the absence of  demonstrable
error, be binding and conclusive.                                               

"Event of Default" has the meaning specified in Section 6.1.  

         "Federal  Funds Rate" means,  for any day, the rate per annum  (rounded
upward to the nearest 1/100th of 1%) equal to the weighted  average of the rates
on overnight  federal  funds  transactions  with members of the Federal  Reserve
System  arranged  by federal  funds  brokers on such day,  as  published  by the
Federal  Reserve Bank of New York on the Business Day next  succeeding such day,
provided  that (i) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding  Business
Day, and (ii) if no such rate is so published on such next  succeeding  Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Bank on such day on such transactions as determined by the Bank.                

         "Interest  Period"  means  each  three (3) month  period  during  which
interest  on the  Loan  shall be  calculated  by  reference  to  Adjusted  LIBOR
determined  as of the  second  Business  Day  before  the  commencement  of that
Interest Period; provided, however, that:                                       

                        (i)     if any Interest  Period would end on a day not a
                Business  Day, it shall end on the next  Business Day unless the
                next  Business  Day would fall in the next  calendar  month,  in
                which case the  Interest  Period  shall end on the  Business Day
                immediately  preceding the last day of such Interest  Period but
for such change;                                

                        (ii)    if any  Interest  Period  would end on a day for
                which there is no corresponding  day in such month, it shall end
on the immediately preceding Business Day;      

                        (iii)   any Interest Period which would otherwise extend
                beyond the Termination  Date shall end on the Termination  Date;
and                                             

                        (iv)    the first Interest  Period shall commence on the
                Closing  Date and shall be a period  of more or less than  three
                (3)  months so that it may end on a date set  forth on  Schedule
                2.2 for an interest  payment by the Borrower;  thereafter,  each
                Interest  Period  shall  commence  upon  the  expiration  of the
preceding Interest Period.                      

         "Letters of Credit"  means (i) when used with respect to the letters of
credit  issued  by BNP  naming  the  Bank  as  beneficiary  in its  capacity  as
collateral  agent,  such  letters of credit  and (ii) when used with  respect to
letters  of credit  supporting  payment  of the  Collateral  Notes  prior to the
Closing Date, such letters of credit.                                           

         "LIBOR" means,  for each Interest  Period,  the interest rate per annum
displayed on Telerate  page 3750 (or such other page as may replace such page on
that  service  for the  purpose of  displaying  interest  rates at which  Dollar
deposits are offered by prime banks in the London interbank market), as of 11:00
a.m.,  London,  England time, on the day which is two (2) Business Days prior to
the first day of the applicable Interest Period, rounded to the nearest .0625 of
one  percent.  If Telerate  ceases to quote LIBOR at any time during the term of
this  Agreement,  then LIBOR shall mean the rate of interest  per annum at which
deposits  in U.S.  Dollars  are offered to the Bank by prime banks in the London
interbank market at  approximately  11:00 a.m. London time two (2) Business Days
before the first day of such Interest Period for amounts  approximately equal to
the outstanding principal amount of the Loan, and for a period comparable to the
applicable  Interest  Period.  LIBOR shall be adjusted from time to time for the
aggregate  reserve  requirements  (including,  without  limitation,  all  basic,
supplemental,  marginal and other reserve  requirements  and taking into account
any transitional  adjustments or other scheduled changes in reserve requirements
during any Interest Period)  specified in Regulation D of the Board of Governors
of the Federal Reserve System, or any subsequent  regulations of similar effect,
as applicable to "Eurocurrency  liabilities" (as presently defined in Regulation
D) of the Bank to the extent actually complied with by same.                    

"Loan" has the meaning specified in the Recitals.             

         "Lien" means any lien, mortgage,  pledge, security interest,  charge or
similar  encumbrance of any kind (including any conditional  sale or other title
retention  agreement,  any lease in the nature thereof and any agreement to give
any security interest).                                                         

         "Material  Adverse  Effect" means that the Net Worth of the Borrower is
less than $[ REDACTED ]. "Missed Interest  Payment" has the meaning specified in
Section 6.1(a).                                                                 

         "Net Worth" means, at any time of determination thereof, when used with
respect to the  Borrower,  the net worth of the  Borrower  as  reflected  on the
quarterly  statement of assets and  liabilities  of the  Borrower  prepared on a
basis  consistent with that used in the preparation of the Borrower's  March 31,
1994  statement of assets and  liabilities  (except as explained in any notes to
such quarterly statement).                                                      

         "Note" means a promissory  note in the form attached  hereto as Exhibit
A, as such note may be modified, amended,  supplemented or restated from time to
time.                                                                           

         "Pledge Agreement" means a pledge agreement in the form attached hereto
as  Exhibit  B,  as  such  agreement  may  be  amended,  modified,  restated  or
supplemented from time to time.                                                 

         "Prime Rate" means the annual rate of interest  announced  from time to
time during the term of the Loan as the Bank's  "prime"  lending rate (which the
Borrower  acknowledges  does not necessarily  represent the best or most favored
rate  offered  by the Bank to its best or any  particular  customers).  Whenever
applicable  to  the  Loan,   the  floating   interest  rate  shall  be  adjusted
automatically  as and when the Bank's  Prime Rate shall  change on any  business
day(s) during the term of the Loan.                                             

         "Rating  Change"  means that either  Standard & Poor's  Corporation  or
Moody's Investors Service, Inc. has rated the long-term senior debt of BNP below
investment grade or has withdrawn its rating.                                   

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as in effect from time to time.                          

         "Reinstatement  Event  of  Default"  means  that  on  three  successive
interest  payment dates under the Collateral Notes an event of default under the
Collateral Notes has occurred as a result of the failure of BNP to reinstate any
interest  amount  drawn under the Letters of Credit  within five  Business  Days
after such drawing.                                                             

"Termination Date" means the earliest to occur of             

(i)     January 4, 1999         

                        (ii)    the date on  which,  prior to the date set forth
                in clause (i) above, the Loan is accelerated pursuant to Article
VI, and                                         

                        (iii)   the date on which  prior to the  dates set forth
                in  clauses  (i) or  (ii)  above,  the  Loan is  prepaid  by the
                Borrower in accordance with a notice to that effect given to the
Bank by the Borrower pursuant to Section 2.5.   

ARTICLE II
THE LOAN

         Section 2.1 Amount of the Loan. On the Closing  Date,  the Bank, on the
terms and conditions hereinafter set forth, will (a) make a Loan to the Borrower
in an amount not in excess of One Hundred Two Million Dollars ($102,000,000) and
(b) deliver to the Borrower  Internal  Revenue Form 1001 or 4224 duly  completed
(if applicable).                                                                

         Section 2.2 Interest.  The  outstanding  principal  balance of the Loan
will  bear  interest  at a rate per  annum  equal  to  Adjusted  LIBOR  plus the
Applicable Margin from the date of the making of the Loan until the Loan is paid
in full, except that after the occurrence of an Event of Default, the Loan shall
bear interest at a rate per annum equal A to the sum of (i) Adjusted LIBOR, (ii)
the Applicable Margin and (iii)[REDACTED]% (the "Default Rate"). Interest on the
Loan shall be paid in arrears on each date set forth on Schedule  2.2.  Interest
will  continue  to accrue on the Loan until all  interest  then due is paid even
though  the Bank may have  drawn  under the  Letter of  Credit  for an  interest
payment and shall  accrue  thereon at the  Default  Rate if interest is not paid
within three Business Days after the due date therefor, whether or not a drawing
has been made under the Letter of Credit.                                       

         Section 2.3 Payment Under Collateral Notes and Letters of Credit. If an
event of default  occurs under a Collateral  Note and the Borrower  desires that
the Bank demand  payment under the Collateral  Notes,  accelerate the Collateral
Notes or draw  under one or more  Letters of Credit as a result of such event of
default,  the Borrower shall promptly  notify the Bank of same, and the Borrower
shall direct the Bank to take such action by  delivering to the Bank a Direction
to Demand  Payment,  Accelerate or Draw,  specifying the event which caused such
event of default, the date of the occurrence thereof (if known) and, if the date
of such  occurrence  is not  known,  the date on  which  the  Borrower  obtained
knowledge of such occurrence as well as the action the Borrower desires that the
Bank take upon receipt of such Direction to Demand Payment,  Accelerate or Draw,
the Bank shall forthwith take the requested  action.  If the Bank is not paid by
Pechiney  or BNP,  if the Bank is not paid the full  amount  for  which it draws
under the  Letters of Credit or if the amount  drawn is  withheld  and placed in
escrow,  then the Bank shall  notify the  Borrower of same.  The proceeds of any
funds  received  directly  from  Pechiney  after a demand by the Bank  under the
Collateral Notes or as proceeds  following a drawing under the Letters of Credit
shall  be used by the  Bank to pay any  sums  then  due and  unpaid  under  this
Agreement  and the Note.  If, at the time the Bank  receives  such  payment from
either Pechiney or BNP, or the Borrower makes any payment to the Bank,  there is
then no other  Default or Event of  Default  under  this  Agreement,  any excess
proceeds  shall be  remitted  to the  Borrower  within  one  Business  Day after
applying such payments.                                                         

         Any action taken by the Bank pursuant to a Direction to Demand Payment,
Accelerate  or Draw  shall  not  affect  or  impair  the  Borrower's  obligation
hereunder or under the Note to pay the amounts due hereunder.  The Bank may draw
under the  Letters of Credit  even  though it has not  received a  Direction  to
Demand  Payment,  Accelerate or Draw,  except that the Bank shall not accelerate
the  Collateral  Notes or make a drawing  under the  Letters  of Credit  for the
principal  amount due under the Collateral  Notes as a result solely of a Missed
Interest  Payment  unless a  Reinstatement  Event of Default has occurred and is
continuing.                                                                     

         Section  2.4  Payment  of  Principal.  The  Borrower  shall  repay  the
principal amount  outstanding  under the Note on January 4, 1999,  together with
all accrued and unpaid  interest  thereon and all fees and other  amounts  owing
hereunder and under the Pledge Agreement and the Note.                          

         Section 2.5 Optional Prepayment. At any time and from time to time, the
Borrower  may,  subject  to  Section  2.12,  prepay  all or any part of the Loan
together with interest to date of payment, except that if the Loan is prepaid in
full during the twelve-month period commencing on the Closing Date, the Borrower
shall  also pay to the  Bank on the date of  prepayment  a  cancellation  fee of
$100,000.                                                                       

         Section  2.6  Mandatory  Prepayment.  If, as a result of  acceleration,
voluntary  prepayment  or  otherwise  in respect of the  Collateral  Notes,  the
Borrower  receives any payment of the principal amount of one or more Collateral
Notes  prior to January 4,  1999,  the  Borrower  shall  immediately  prepay the
principal  amount of the Note in the principal  amount prepaid on the Collateral
Notes.                                                                          

         Section 2.7 Evidence of Credit Extensions.  The Loan shall be evidenced
by the Note,  executed  by the  Borrower,  payable  to the order of the Bank and
dated the Closing Date.  The Bank shall record  advances and principal  payments
thereof on the grid attached thereto or, at its option, in its records,  and the
Bank's  record   thereof  shall  be  conclusive   absent   demonstrable   error.
Notwithstanding  the  foregoing,  the  failure  to make or an error in  making a
notation  with respect to any payment  shall not limit or  otherwise  affect the
obligations of the Borrower hereunder or under the Note.                        

         Section 2.8 Payment. Payment of principal,  interest and any other sums
due under  this  Agreement  or under the Note shall be made  without  set-off or
counterclaim  in dollars in immediately  available funds on the day such payment
is due not later than 12:00 Noon New York  time.  All sums  received  after such
time shall be deemed received on the next Business Day and principal payments or
sums (other than  interest) due hereunder  shall bear interest for an additional
day. All payments shall be made to the Bank at the address set forth beneath its
name on the  signature  pages  hereof or to such  other  address as the Bank may
advise the Borrower in writing.                                                 

Section 2.9 Computations of Interest; Business Day.           

                (a)     All  computations  of interest  under this Agreement and
         the Note  shall be made on the basis of a year of three  hundred  sixty
         (360) and actual days elapsed.  Interest  shall accrue on the principal
         balance outstanding, under the Note from and including the Closing Date
      to but excluding the date on which such principal balance is repaid.

                (b)     Payment of all amounts due hereunder  shall be made on a
         Business Day. Any payment due on a day that is not a Business Day shall
         be made on the next  Business  Day unless the next  Business  Day would
         fall in the next  calendar  month,  in which case such payment shall be
made on the Business Day immediately preceding the due date.  

Section 2.10 Increased Costs, Etc.                            

           (a)     If, after the date of this Agreement, due to either

                        (i)     the  introduction  of or any change in or in the
                interpretation  of any law or regulation or (ii) the  compliance
                with any  guideline  or request  from any central  bank or other
                governmental authority (whether or not having the force of law),
                there  shall  be any (x)  change  in the  basis of  taxation  of
                payments to the Bank of the principal of or interest on the Loan
                (excluding  changes  in the rate of tax  payable  on the  Bank's
                overall  income and bank  franchise  taxes) or (y) imposition or
                change in any reserve or similar requirement,  and the result of
                any of the  foregoing  is an increase in the cost to the Bank of
                agreeing  to make or  making,  funding or  maintaining  the Loan
                (other  than  the  Eurodollar  Reserve  Percentage),   then  the
                Borrower  shall from time to time,  upon  demand by the Bank and
                within 15 days  thereof,  pay to the Bank an  additional  amount
                sufficient to  compensate  the Bank for such  increased  cost. A
                certificate as to the amount of such increased  cost,  submitted
                to the Borrower by the Bank, shall be conclusive and binding for
all purposes, absent demonstrable error.        

                (b)     If the Bank  determines  that compliance with any law or
         regulation  or any  guideline or request from any central bank or other
         governmental authority (whether or not having the force of law) affects
         or would  affect the  amount of  capital  required  or  expected  to be
         maintained by the Bank or any corporation controlling the Bank and that
         the amount of such capital is increased by or based upon the  existence
         of the  Loan or the  Bank's  commitment  to lend  hereunder,  then  the
         Borrower shall,  within fifteen (15) days after demand by the Bank, pay
         to the Bank an additional  amount  sufficient to compensate the Bank or
         such corporation in the light of such circumstances, to the extent that
         the Bank reasonably determines such increase in capital to be allocable
         to the  existence  of  the  Loan  or  the  Bank's  commitment  to  lend
         hereunder.  A certificate as to such amounts  submitted to the Borrower
         by the Bank shall be conclusive  and binding for all  purposes,  absent
demonstrable error.                                           

                (c)     Prior to making any demand for  compensation  under this
         Section  2.10,  unless such  action  would be  economically  or legally
         disadvantageous  to the  Bank  in the  reasoned  opinion  of its tax or
         regulatory  advisors,  the Bank will (i) designate a different  lending
         office if such  designation  will  avoid the need  for,  or reduce  the
         amount of, such  compensation to which the Bank is entitled pursuant to
         this  Section  2.10 and (ii)  permit the  Borrower to prepay all or any
         part of the Loan together with interest to the date of payment, subject
         to payment of the  cancellation  fee in Section 2.5 (if applicable) and
payment of funding losses pursuant to Section 2.12.           

         Section  2.11  Illegality.  If, after the date of this  Agreement,  the
adoption of any applicable law, rule or regulation, or any change in an existing
law, rule or regulation,  or any change in the  interpretation or administration
thereof  by any  governmental  authority  charged  with  the  interpretation  or
administration  thereof, or compliance by the Bank with any request or directive
(whether  or not  having the force of law) of any such  governmental  authority,
makes it  unlawful or  impossible  for the Bank in the  reasoned  opinion of its
legal or regulatory  advisors to make,  maintain or fund the Loan at an interest
rate  based on LIBOR,  the Bank  shall  forthwith  give  notice  thereof  to the
Borrower,  whereupon the obligation of the Bank to make the Loan at a rate based
on LIBOR  shall be  suspended  until the Bank  notifies  the  Borrower  that the
circumstances  giving rise to such suspension no longer exist. Before giving any
notice to the  Borrower  pursuant to this  section,  the Bank shall  designate a
different lending office if such designation will avoid the need for giving such
notice (unless such action would be economically or legally  disadvantageous  to
the Bank in the reasoned opinion of its tax or regulatory advisors). If the Bank
makes a reasoned determination that it may not lawfully continue to maintain and
fund any of the Loan to  maturity at a rate based on LIBOR and so  specifies  in
such  notice,  the Bank shall  immediately  convert the Loan into a loan bearing
interest at the Base Rate in an equal principal amount.                         

         Section 2.12 Funding Losses.  The Borrower agrees to reimburse the Bank
and to hold  the Bank  harmless  from any  loss or  expense  which  the Bank may
sustain or incur as a consequence of:                                           

                (a)     the  failure  of the  Borrower  to make any  payment  or
         required  prepayment of principal of the Loan (including  payments made
after any acceleration thereof);                              

                (b)     the  failure  of the  Borrower  to make  any  prepayment
permitted hereunder after giving notice thereof, or           

                (c)     the repayment of the Loan on a day which is not the last
day of an Interest Period;                                    

including any such loss or expense  arising from the liquidation or reemployment
of funds  obtained by it to maintain the Loan hereunder at a rate based on LIBOR
or from fees  payable  to  terminate  the  deposits  from  which such funds were
obtained.  Solely for purposes of calculating amounts payable by the Borrower to
the Bank under this section,  the Loan bearing interest at a rate based on LIBOR
(and each related  reserve,  special  deposit or similar  requirement)  shall be
conclusively  deemed to have been funded by a matching deposit in Dollars in the
interbank  eurodollar  market for a  comparable  amount  and for the  respective
Interest Period, whether or not the Loan was in fact so funded.                 

         Section 2.13 Unavailability. If the Bank determines that for any reason
adequate  and  reasonable  means do not  exist  for  ascertaining  LIBOR for any
Interest  Period,  the Bank will forthwith give notice of such  determination to
the Borrower.  Commencing at the end of the Interest Period then in effect,  the
Loan shall bear interest at the Base Rate (rather than at a rate based on LIBOR)
until the Bank revokes such notice in writing.                                  

         Section 2.14 Special Prepayment. The provisions of Sections 2.10, 2.11,
and 2.12 shall also apply to any assignee  permitted pursuant to Section 7.7 and
shall  apply  to  any  unassigned  portion  of the  Loan  retained  by the  Bank
(regardless of whether the Bank may have sold a  participation  interest in such
retained portion to a participant  permitted pursuant to Section 7.7). If demand
for payment is made  pursuant to Section 2.10 or 2.12 or if notice of illegality
is given pursuant to Section 2.11,  whether by any such permitted  assignment or
by the Bank on behalf of any such permitted  participant,  then the Borrower may
prepay in full (but not in part) such  assignee's or  participant's  interest in
the Loan on the last day of the  Interest  Period  during  which such demand for
additional amounts was made or during which such notice of illegality was given.
Any principal amount,  interest or increased costs received by any such assignee
or participant  pursuant to this Section 2.14 shall not be required to be shared
with the Bank and any other assignees or participants.                          

ARTICLE III 
CONDITIONS PRECEDENT

         Section 3.1 Deliveries.  The obligation of the Bank to make the Loan is
subject to the condition  precedent that on the Closing Date the following items
shall have been delivered to the Bank in form and substance  satisfactory to the
Bank and its counsel:                                                           

                (a)     Agreement. A copy of this Agreement duly executed by the
Borrower.                                                     

      (b)     Note. The Note, duly executed by the Borrower.

                (c)     Pledge Agreement. The Pledge Agreement, duly executed by
the Borrower.                                                 

                (d)     Pechiney Resolutions,  etc. Copies of (i) resolutions of
         the Board of  Directors of  Pechiney,  authorizing  the issuance of the
         Collateral Notes and the agreement to provide the Letters of Credit and
         the other related  documents;  and (ii) a certificate of incumbency for
         Pechiney,  certified  as  true  and  correct  by  the  Secretary  or an
         Assistant  Secretary  of Pechiney;  all of which were  delivered to the
         Borrower by Pechiney in connection with the delivery to the Borrower of
         the  Collateral  Notes (or any  predecessor  note  which  the  Borrower
exchanged for the Collateral Notes).                          

                (e)     Collateral  Notes.  The Collateral  Notes in a principal
         amount of at least [ REDACTED ],  indorsed in blank by the  Borrower on
note allonges relating thereto.                               

                (f)     Letters of Credit.  The Letters of Credit  issued to the
      Bank as the beneficiary thereof in its capacity as collateral agent.

                (g)     Fees  Payable at  Closing.  The legal fees and  expenses
         (including,   without   limitation,   photocopying,   travel  and  word
         processing  charges) incurred by the Bank in connection with its review
         of the  Collateral  Notes  and the  Letters  of  Credit  and  with  its
         preparation  of this  Agreement,  the  Note and the  Pledge  Agreement,
         negotiations  in connection  therewith,  and research and other related
expenses.                                                     

                (h)     Funding Instructions. At least one Business Day prior to
         the  Closing  Date,   the  Borrower   shall  have   delivered   written
         instructions  to the Bank directing the manner of the payment of funds,
         and setting  forth (1) the name of the  transferee  bank or banks,  (2)
         each such  transferee  bank's ABA  number,  (3) the  account  names and
         numbers  into which such amount is to be  deposited,  and (4) the names
         and telephone  numbers of the account  representative  responsible  for
verifying receipt of such funds.                              

                (i)     Opinion of Counsel. An opinion,  dated the Closing Date,
         of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to
         the Borrower,  in form and content reasonably  satisfactory to the Bank
and its counsel.                                              

         Section 3.2 Representations Correct. The obligation of the Bank to make
the Loan is subject to the  condition  precedent  that on the  Closing  Date the
representations and warranties contained in Article IV shall be true and correct
in all material respects.                                                       

         Section 3.3 Release of Credit Suisse Lien.  The  obligation of the Bank
to make the Loan is subject to the condition  precedent that on the Closing Date
the Bank shall have received  evidence in form and substance  satisfactory to it
and its counsel that Credit Suisse shall have  unconditionally  released all the
Liens in favor of it encumbering the Collateral Notes.                          

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

The Borrower warrants that:                                   

         Section 4.1 Good Title to  Collateral.  He has good title to and is the
sole owner of the Collateral  Notes,  free and clear of any lien, and the pledge
of the  Collateral  Notes by the Borrower to the Bank is not  prohibited  in any
manner by,  and does not  require  the  consent  of any party  under,  any other
agreement,  subject  in  each  case  to the  Lien  in  favor  of  Credit  Suisse
encumbering the Collateral Notes, which Lien is being terminated  simultaneously
with the consummation of the transactions contemplated hereby.                  

         Section 4.2 Enforceable  Collateral  Notes;  No Default.  Except for an
amendment to the Collateral Notes dated as of July 29, 1994 and attached to each
original  Collateral Note delivered to the Bank by the Borrower,  there has been
no  modification  of the terms that appear on the face of the Collateral  Notes,
and the Collateral  Notes are  enforceable  against  Pechiney in accordance with
their  terms.  To the best of the  Borrower's  knowledge,  there  is no  uncured
default under the Collateral Notes.                                             

         Section 4.3 No Defense to or Prepayment of Collateral  Notes.  There is
no  defense,   right  of  offset  or  counterclaim  of  Pechiney  affecting  the
enforceability  of the  Collateral  Notes.  There  has  been  no  prepayment  of
principal  under  any  of  the  Collateral   Notes,  and  the  principal  amount
outstanding under each Collateral Note is the full original principal sum stated
on the face of such  Collateral  Note.  Pechiney  has paid and the  Borrower has
collected all payments of interest  heretofore  coming due under the  Collateral
Notes, and no such interest  payments  hereafter coming due under the Collateral
Notes have been prepaid by Pechiney or collected by the Borrower.               

         Section  4.4 No  Misrepresentation.  The  Borrower  has  not  made  any
misrepresentation  to  Pechiney  which  has  resulted  in or may  result  in any
defense,  or the  assertion  of any  defense,  by Pechiney  with  respect to its
obligations  to pay  under  the  Collateral  Notes.                             

         Section 4.5 No Insolvency Proceedings. The Borrower has no knowledge of
any insolvency proceeding of any type instituted with respect to Pechiney.      

         Section 4.6 No Default. No Default or Event of Default has occurred and
is continuing.                                                                  

         Section 4.7 Enforceable  Obligations.  The Borrower has the legal right
to  execute,  deliver  and  perform  this  Agreement,  the Note  and the  Pledge
Agreement.  No consent or authorization  of, filing with or act by or in respect
of any other person is required in connection  with the borrowings  hereunder or
with the execution,  delivery or performance of this Agreement,  the Note or the
Pledge Agreement.  This Agreement,  the Note and the Pledge Agreement constitute
legal, valid and binding  obligations of the Borrower,  enforceable  against the
Borrower in accordance with their respective terms.                             

         Section 4.8 No Legal Bar. The  execution,  delivery and  performance of
this Agreement,  the Note and the Pledge Agreement, and the borrowing hereunder,
will not violate any contractual  obligation of the Borrower and will not result
in the creation or imposition of a Lien on any of the Borrower's property (other
than the Lien created by the Pledge Agreement).                                 

         Section 4.9 No  Litigation.  Except as disclosed on Schedule 4.9, there
is no  litigation or  proceeding  of or before any  arbitrator  or  governmental
authority  pending  against the  Borrower (as to which the Borrower has received
notice in writing) (a) with respect to this Agreement,  the Loan, the use of the
proceeds  thereof,  the  Collateral  Notes or the Letters of Credit or (b) which
could   reasonably  be  expected  to  (i)  affect  the  legality,   validity  or
enforceability of this Agreement, the Collateral Notes or the Letters of Credit,
or (ii) otherwise have a Material Adverse Effect.                               

         Section  4.10 Taxes.  The  Borrower has filed or caused to be filed all
tax  returns  which are  required to be filed and has paid all taxes shown to be
due and payable on such returns or on any assessments  made against it or any of
its property by any  governmental  authority except to the extent any such taxes
are being  contested in good faith and any  exceptions  thereto are set forth on
Schedule  4.10.  No tax Lien has been filed with  respect  to any  material  tax
liability  against  the  Borrower,  and,  to the  Borrower's  knowledge,  no tax
assessment  is pending  against  the  Borrower,  except as set forth on Schedule
4.10.                                                                           

         Section 4.11 Margin Stock.  No part of the proceeds of the Loan will be
used for  "purchasing"  or "carrying"  any "margin  stock" within the meaning of
such terms under  Regulation U of the Board of Governors of the Federal  Reserve
System.                                                                         

         Section 4.12 Purpose of Loan.  The proceeds of the Loan will be used to
refund indebtedness of the Borrower to Credit Suisse, to obtain a release of the
lien in favor  of  Credit  Suisse  against  the  Collateral  Notes,  and to fund
business and investment purposes of the Borrower.                               

         Section  4.13 Pledge  Agreement.  The Pledge  Agreement is effective to
create in favor of the Bank a legal, valid and enforceable  security interest in
the Collateral  Notes.  The execution and delivery by the Borrower of the Pledge
Agreement and the delivery to the Bank of the  Collateral  Notes shall  together
constitute  a fully  perfected  first  priority  Lien on all  right,  title  and
interest of the Borrower in the Collateral  Notes and the proceeds thereof prior
and superior in right to any other person.                                      

         Section 4.14 Escrow  Agreement.  The Borrower has delivered to the Bank
on or prior to the Closing Date a true and correct copy of the Escrow Agreement.
No modification has been made to the Escrow Agreement since the date of the last
modification, a copy of which was delivered by the Borrower to the Bank.        

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ARTICLE V 
COVENANTS 

         So long as any amount is outstanding under this Agreement and the Note,
the Borrower shall:                                                             

         Section  5.1  Financial  Statements.  Deliver  to the  Bank in form and
detail satisfactory to the Bank:                                                

                (a)     as soon as available, but not later than sixty (60) days
         after the end of each  calendar  quarter  and for that  portion  of the
         calendar  year ending  with such  quarter,  a  statement  of assets and
         liabilities of the Borrower as of the close of such quarter,  certified
         by the Borrower to the best of his knowledge as being true and complete
in all material respects; and                                 

                (b)     together with each statement of assets and  liabilities,

                        (i)     a   letter   showing   which   assets   he  owns
                individually,  which assets his wife owns individually and which
                assets he owns  jointly  with his  wife.  Such  assets  shall be
                valued on a basis  consistent  with that used in the preparation
                of his March 31,  1994  statement  of  assets  and  liabilities,
                except  as  explained  in any notes to the  quarterly  statement
which such letter accompanies; and              

                        (ii)    an  update  on the  status  of the  audit by the
                Internal  Revenue Service of the Borrower's  federal tax returns
                (which update may be included in the footnotes to such statement
                of assets  and  liabilities;  the level of  disclosure  for such
                updates will be sufficient  if the same as for previous  updates
included in such footnotes).                    

Section 5.2 Notices. Promptly notify the Bank of:             

          (a)     the occurrence of any Default or Event of Default;

                (b)     (i) any  breach or  non-performance  of, or any  default
         under, any contractual obligation of the Borrower which could result in
         a Material Adverse Effect;  and (ii) any litigation or proceeding which
         may  exist  at any  time  between  the  Borrower  and any  governmental
authority which could result in a Material Adverse Effect;    

                (c)     the commencement of, or any material development in, any
         litigation  or  proceeding  affecting  the  Borrower  (i)  which  could
         reasonably be expected to have a Material Adverse Effect, (ii) in which
         the relief sought is an injunction or other stay of the  performance of
         this  Agreement,  the  Note  or  the  Pledge  Agreement  or  (iii)  any
         litigation  involving any of the Collateral Notes or any of the Letters
         of Credit (or other promissory notes or Letters of Credit issued in the
         same  transaction in which the Borrower  acquired the Collateral  Notes
and the Letters of Credit; and                                

                (d)     any Material  Adverse  Effect  subsequent to the date of
         the most recent  statement  of assets and  liabilities  of the Borrower
delivered to the Bank pursuant to Section 5.1.                

         Each notice  pursuant to this section shall be accompanied by a written
statement  signed by the  Borrower,  setting  forth  details  of the  occurrence
referred to therein,  and stating what action the Borrower proposes to take with
respect  thereto and at what time.  Each notice  under  subsection  5.2(a) shall
describe with  particularity  the provisions of this Agreement,  the Note or the
Pledge Agreement that have been breached.                                       

         Section  5.3  Payment  of  Obligations.  Pay  all  taxes,  assessments,
governmental  charges and other obligations when due, except as may be contested
in good faith or those as to which a bona fide dispute may exist.               

         Section  5.4 Further  Assurances.  Execute and deliver to the Bank such
further  instruments  and do such other further acts as the Bank may  reasonably
request to carry out more  effectively  the purposes of this  Agreement  and any
agreements and instruments referred to herein.                                  

         Section 5.5 Notice to Pechiney  and Escrow  Agent.  Deliver to the Bank
within ten (10) Business Days after the Closing Date  evidence  satisfactory  to
the Bank that the Borrower has notified  Pechiney that the Collateral Notes have
been  pledged  to the  Bank as  collateral  and that  the  Bank is  holding  the
Collateral  Notes on its own behalf and as  collateral  agent for any  assignees
permitted under this Agreement.                                                 

         Section  5.6  Amendments  to Escrow  Agreement.  Not  amend the  Escrow
Agreement  in any manner  that would  change the terms of the  Collateral  Notes
pledged  to the Bank  under  the  Pledge  Agreement  and,  promptly  after  each
amendment  to the  Escrow  Agreement,  deliver  to the Bank a copy of each  such
amendment.                                                                      

         Section 5.7 Change in State of  Residence.  Not change the state of his
principal place of residence  without (a) notifying the Bank in writing prior to
such change,  (b)  designating in writing an agent for service of process in the
State of New York and notifying the Bank of same and (c)  delivering to the Bank
the written acceptance of such agent.                                           

ARTICLE VI
EVENTS OF DEFAULT 

         Section 6.1 Event of Default.  Any of the following shall constitute an
"Event of Default":                                                             

                (a)     Non-Payment. (i) The Borrower fails to pay any amount of
         principal  of the Loan when due,  whether at  maturity,  as a result of
         acceleration or otherwise,  including any mandatory prepayment; or (ii)
         the  Borrower  fails to pay,  within 3 Business  Days after the same is
         due, any interest, or other amount payable hereunder, under the Note or
         under the Pledge Agreement;  provided, however, that it shall not be an
         Event of Default  under clause (ii) of this  subsection  (a) if (w) the
         failure to pay  interest  under the Note or  hereunder  results  from a
         failure of Pechiney to pay interest  owed to the Borrower  under one or
         more Collateral Notes (a "Missed Interest  Payment"),  (x) the Borrower
         notifies  the Bank of same  pursuant  to Section 2.3 hereof and directs
         the Bank to demand  payment under the  Collateral  Notes and/or to draw
         under the Letters of Credit for the Missed  Interest  Payment,  (y) the
         Bank takes such action and receives the requested payment from Pechiney
         or is paid  the  amount  of the  drawing  by BNP and (z)  such  amount,
         together  with any amount  paid by the  Borrower in respect of interest
         then due hereunder, is equal to or greater than the amount then owed to
the Bank as interest hereunder; or                            

                (b)     Representation  or  Warranty.   Any   representation  or
         warranty  by the  Borrower  made or deemed made herein or in the Pledge
         Agreement,  or which  is  contained  in any  certificate,  document  or
         financial or other  statement  furnished by the  Borrower,  at any time
         under  this  Agreement  or the  Pledge  Agreement,  proves to have been
         incorrect or  misleading  in any material  respect on or as of the date
made or deemed made; or                                       

                (c)     Other  Default.  The  Borrower  (i) fails to  perform or
         observe  Section  5.1 or 5.2,  or (ii) fails to perform or observe  any
         other material term or covenant  contained in this  Agreement,  and not
         referred to in another subsection of this Section 6.1, and such default
         continues  unremedied for a period of 20 days or (iii) fails to perform
         or observe any other term or covenant contained in this Agreement,  and
         not referred to in clauses (i) or (ii) of this subsection (c) or in any
         other  subsection  of this  Section  6.1,  and such  default  continues
         unremedied  for a period of 20 days after the Bank gives  notice to the
Borrower of same; or                                          

                (d)     Cross-Default.  The  Borrower  (i)  fails  to  make  any
         required  payment when due in respect of any indebtedness or contingent
         obligation  having a principal  or face  amount of  [REDACTED ] or more
         when due (whether at scheduled  maturity or required  prepayment  or by
         acceleration,  demand,  or  otherwise);  or (ii)  fails to  perform  or
         observe any other condition or covenant, or any other event shall occur
         or condition exist,  under any agreement or instrument  relating to any
         such indebtedness or contingent obligation,  and such failure continues
         after the applicable grace or notice period,  if any,  specified in the
         document  relating  thereto,  if the effect of such  failure,  event or
         condition  is to cause,  or to permit  the  holder or  holders  of such
         indebtedness or beneficiary or beneficiaries of such Indebtedness (or a
         trustee or agent on behalf of such holder or holders or  beneficiary or
         beneficiaries)  to cause such indebtedness to be declared to be due and
         payable prior to its stated maturity,  or such contingent obligation to
         become payable or cash collateral in respect thereof to be demanded; or

                (e)     Material  Adverse  Change.  A  Material  Adverse  Effect
occurs; or                                                    

                (f)     Insolvent  Voluntary   Proceedings.   The  Borrower  (i)
         becomes insolvent,  or generally fails to pay, or admits in writing his
         inability to pay, his debts as they become due,  subject to  applicable
         grace periods,  if any,  whether at stated maturity or otherwise;  (ii)
         commences a proceeding under the bankruptcy laws of any state or of the
         United  States with  respect to  himself;  or (iii) takes any action to
effectuate or authorize any of the foregoing; or              

                (g)     Involuntary Proceedings.  (i) Any involuntary bankruptcy
         proceeding  is  commenced  or filed  against the  Borrower or any writ,
         judgment,  warrant of  attachment,  execution  or similar  process,  is
         issued  or  levied  against  a  substantial   part  of  the  Borrower's
         properties,  and any such  proceeding or petition is not dismissed,  or
         such  writ,  judgment,  warrant  of  attachment,  execution  or similar
         process is not  released,  vacated or fully bonded within 90 days after
         commencement,  filing or levy;  (ii) the  Borrower  admits the material
         allegations of a petition against him in any insolvency proceeding,  or
         an order for relief (or similar order under non-U.S. law) is ordered in
         any  insolvency  proceeding;  or (iii) the Borrower  acquiesces  in the
         appointment of a receiver, trustee, custodian, conservator, liquidator,
         mortgagee in possession  (or agent  therefor),  or other similar person
for a substantial portion of his property or business;  or    

                (h)     Monetary  Judgments;  Liens.  One or  more  final  (non-
         interlocutory)  judgments,  orders or decrees is  entered  against  the
         Borrower or a Lien is filed against property of the Borrower  involving
         in  the  aggregate  a  liability  (not  fully  covered  by  independent
         third-party   insurance)  as  to  any  single  or  related   series  of
         transactions, incidents or conditions, of [ REDACTED ] or more, and the
         same remains  unvacated and unstayed  pending appeal (if a judgment) or
         unbonded  (if a Lien) for a period of 10 days after the entry  thereof,
or                                                            

                (i)     Pledge Agreement.  Any provision of the Pledge Agreement
         ceases to be valid and binding on or enforceable  against the Borrower,
         or the Pledge Agreement  ceases to create a valid security  interest in
         the Collateral Notes or such security interest ceases for any reason to
         be a perfected and first priority security interest, except if the Bank
fails to take any action exclusively in its control.          

     Section 6.2 Remedies. If any Event of Default occurs, the Bank may:

                (a)     declare  the unpaid  principal  amount of the Loan,  all
         interest  accrued and unpaid  thereon,  and all other  amounts owing or
         payable  hereunder  or under the Note and the  Pledge  Agreement  to be
         immediately due and payable  without  presentment,  demand,  protest or
         other notice of any kind, all of which are hereby  expressly  waived by
the Borrower; and                                             

                (b)     exercise  all  rights  and  remedies   available  to  it
         hereunder,  under the Note and under the Pledge Agreement or applicable
law;                                                          

PROVIDED,  HOWEVER, that upon the occurrence of any event specified in paragraph
(f) or (g) of Section 6.1 above (in the case of clause (i) of paragraph (g) upon
the expiration of the 90-day period  mentioned  therein),  the obligation of the
Bank to extend  credit to the Borrower  shall  automatically  terminate  without
notice  to the  Borrower  and the  unpaid  principal  amount of the Loan and all
interest and other amounts due under this Agreement shall  automatically  become
due and  payable  without  further  act of the Bank and  without  notice  to the
Borrower;  and  provided,  further,  that  the  Bank  will  not  accelerate  the
Collateral  Notes or draw under the Letters of Credit for the  principal  amount
owed under the Collateral  Notes as a result solely of a Missed Interest Payment
unless a Reinstatement Event of Default then exists.                            

         Section  6.3  Rights  Not  Exclusive.   The  rights  provided  in  this
Agreement,  the  Note  and  the  Pledge  Agreement  are  cumulative  and are not
exclusive of any other rights, powers, privileges or remedies provided by law or
in equity, or under any other instrument,  document or agreement now existing or
hereafter arising.                                                              

ARTICLE VII 
MISCELLANEOUS 

         Section  7.1  Amendment  and  Waiver.  This  Agreement  may be amended,
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the parties hereto.                                                   

Section 7.2 Costs and Expenses. The Borrower shall:           

                (a)     reimburse  the Bank within five (5) Business  Days after
         demand  for all costs and  expenses  incurred  by the Bank,  including,
         without   limitation,   the  fees  and  disbursements  of  counsel  and
         paralegals, in connection with the development,  preparation, delivery,
         administration and execution of, and any amendment,  supplement, waiver
         or modification to, this Agreement,  the Note and the Pledge Agreement,
         the  review of the  Collateral  Notes  and  Letters  of Credit  and any
         amendment thereof, the transfer of the Letters of Credit to the Bank as
         beneficiary  and  the  consummation  of the  transactions  contemplated
hereby;                                                       

                (b)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and expenses  incurred by it,  including,  without
         limitation,  the fees and  disbursements of counsel and paralegals,  in
         connection with the enforcement,  attempted enforcement or preservation
         of any rights or remedies  (including in connection with any "workout,"
         or  restructuring  regarding the Loan and any insolvency  proceeding or
         appellate  proceeding)  under  this  Agreement,  the Note or the Pledge
         Agreement  or in  respect  of the  Collateral  Notes or the  Letters of
Credit; and                                                   

                (c)     reimburse  the Bank within five (5) Business  Days after
         demand for all costs and  expenses  incurred by the Bank in  connection
         with  litigation  involving  the  Collateral  Notes or the  Letters  of
Credit, whether related to enforcement thereof or otherwise.  

         Section 7.3 Indemnification.  The Borrower shall pay, defend, indemnify
and hold the Bank and its officers,  directors,  employees,  counsel, agents and
attorneys-in-fact  (each, an "Indemnified Person") harmless from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  costs,  charges,  expenses  or  disbursements  of any kind or nature
arising out of a drawing by the Bank under a Letter of Credit after  receiving a
Direction  to  Demand  Payment,  Accelerate  or  Draw  (all  of  the  foregoing,
collectively,  the "Indemnified Liabilities");  PROVIDED that the Borrower shall
have  no  obligation  hereunder  to  any  Indemnified  Person  with  respect  to
Indemnified  Liabilities arising from the gross negligence or willful misconduct
of such  Indemnified  Person.  The obligations in this Section 7.3 shall survive
payment and cancellation of all other obligations hereunder.  At the election of
any Indemnified  Person, the Borrower shall defend such Indemnified Person using
legal  counsel  satisfactory  to such  Indemnified  Person in such person's sole
discretion  and at the sole cost and expense of the Borrower.  All amounts owing
under this Section 7.3 shall be paid within 15 days after demand therefor.      

         Section  7.4  GOVERNING  LAW  AND  SUBMISSION  TO  JURISDICTION.   THIS
AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF
THE STATE OF NEW YORK.  THE  BORROWER  AND THE BANK  EACH  HEREBY  SUBMIT TO THE
EXCLUSIVE JURISDICTION OF (i) THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY AND (ii) THE UNITED  STATES  COURTS  SITTING IN NEW YORK CITY,  IN ANY
ACTION OR PROCEEDING BROUGHT AGAINST HIM OR IT HEREUNDER UNDER THE NOTE OR UNDER
THE PLEDGE AGREEMENT.  IN CONNECTION  THEREWITH,  THE BORROWER AND THE BANK EACH
WAIVES (A) ALL  OBJECTIONS  TO VENUE IN THE COURTS  DESCRIBED IN CLAUSES (i) AND
(ii) OR THE  PRECEDING  SENTENCE  AND  (B) ANY  ARGUMENT  THAT  SUCH A FORUM  IS
INCONVENIENT. SERVICE OF SUMMONS OR OTHER LEGAL PROCESS MAY BE MADE BY MAILING A
COPY OF ANY SUMMONS OR OTHER LEGAL  PROCESS IN ANY SUCH ACTION OR  PROCEEDING TO
THE BORROWER OR THE BANK IN ANY SUCH ACTION OR PROCEEDING TO THE BORROWER OR THE
BANK (AS THE CASE MAY BE) BY CERTIFIED MAIL. THE MAILING, AS HEREIN PROVIDED, OF
SUCH SUMMONS OR OTHER LEGAL  PROCESS IN ANY SUCH ACTION OR  PROCEEDING  SHALL BE
DEEMED  PERSONAL  SERVICE AND  ACCEPTED BY THE BORROWER OR THE BANK (AS THE CASE
MAY BE) FOR ALL PURPOSES OF ANY SUCH ACTION OR PROCEEDING.  FINAL JUDGMENT SHALL
BE  CONCLUSIVE  AND  MAY BE  ENFORCED  IN  OTHER  JURISDICTIONS  BY  SUIT ON THE
JUDGMENT,  AND A CERTIFIED  OR  EXEMPLIFIED  COPY OF A FINAL  JUDGMENT  SHALL BE
CONCLUSIVE  EVIDENCE  OF THE FACT AND OF THE AMOUNT OF ANY  INDEBTEDNESS  OF THE
BORROWER OR THE BANK (AS THE CASE MAY BE) IN ANY SUCH ACTION OR PROCEEDING.  THE
BORROWER AND THE BANK EACH AGREES TO BRING ANY ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES, OR ANY RELATED DOCUMENTS EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK OR IN THE UNITED STATES  FEDERAL  COURTS SITTING IN NEW
YORK, NEW YORK.                                                                 

         Section  7.5  Set-Off.  If an  Event  of  Default  exists,  the Bank is
authorized to set-off and apply any and all deposits  (general or special,  time
or demand,  provisional or final) at any time held by, and other indebtedness at
any time owing to, the Bank to or for the credit or the account of the  Borrower
against any and all  obligations  owing to the Bank, now or hereafter  existing,
whether or not the Bank has made demand  under this  Agreement,  the Note or the
Pledge  Agreement and although such  obligations may be contingent or unmatured.
The Borrower  hereby  waives prior  notice of such  action.  The Bank,  however,
agrees  promptly  to  notify  the  Borrower  after any such  set-off,  provided,
however,  that the failure to give such notice  shall not affect the validity of
such  setoff.  The rights of the Bank under this  Section 7.5 are in addition to
the other rights and remedies (including other rights of set-off) which the Bank
may have.                                                                       

         Section 7.6 Waiver.  No failure or delay on the part of the Bank or the
Borrower in exercising any right, power or privilege under this Agreement and no
course of dealing  between the  Borrower or any other person and the Bank or any
other person shall operate as a waiver hereof or thereof.                       

Section 7.7 Successors and Assigns.                           

                (a)     This  Agreement  shall be binding  upon and inure to the
         benefit of each party hereto and its  successors  and  assigns,  except
         that the  Borrower  shall not be entitled to assign or transfer  all or
         any of his rights,  benefits or obligations  hereunder,  except for his
death or mental incapacity.                                   

                (b)     The Bank may not assign or otherwise transfer any of its
         rights or obligations  under this Agreement  except as provided in this
Section 7.7(b):                                               

                        (i)     Prior to  approaching  any Eligible  Institution
                for the purpose of assigning a portion of its interest herein or
                selling a participation in its rights and obligations under this
                Agreement, the Bank shall discuss with the Borrower the names of
                such  potential  participants  or assignees.  The Bank shall not
                assign or sell a  participation  in its rights  and  obligations
                under this  Agreement to any person  unless the  Borrower  shall
                have consented  thereto (which consent shall not be unreasonably
withheld).                                      

                        (ii)    The  Borrower  shall  be  given  prompt  written
                notice of any  grant of any such  participation  or  assignment,
                which  notice  shall  include (x) the name and  jurisdiction  of
                organization  of the  participant  and  (y) the  amount  of such
participation or assignment.                    

(iii)   The Bank agrees that:   

                                (A)     it will not  assign an  interest  in, or
                sell a  participation  in,  the  Loan  in an  amount  less  than
$15,000,000;                                    

                                (B)     it will at all  times  retain  not  less
than $15,000,000 of the Loan;                   

                                (C)     it will  provide  in any  assignment  or
                participation  agreement with any assignee or  participant  that
                such assignee or participant may not make a subparticipation  or
                assign any portion of its  interest in the Loan if, after giving
                effect to such participation or assignment,  such participant or
      assignee would hold less than $15,000,000 of the Loan;

                                (D)     the Bank will not assign an  interest or
                sell a participation  in the Loan to any assignee or participant
                who would be entitled to receive  additional  compensation under
                Section 2.10 at the time of such assignment or sale by the Bank,
                nor to any assignee or participant who would find it unlawful or
                impossible  to make,  maintain or fund its assigned  interest or
                participation  in the Loan at a rate based on LIBOR as  provided
                in Section 2.11,  at the time of such  assignment or sale by the
Bank;                                           

                                (E)     with  respect to any matter on which the
                Bank and any assignee or  participant  is required to vote or is
                solicited  to consent  pursuant to the terms of a  participation
                agreement  or an  assignment  agreement,  as the  case  may  be,
                between the Bank and such person, if the matter to be decided is
                one that does not require the unanimous consent of all assignees
                or  participants,  financial  institutions  holding  51%  of the
                outstanding Loan shall decide the issue,  provided that such 51%
includes the Bank; and                          

                                (F)     in  any   participation   agreement   or
                assignment  agreement with any  participant or assignee,  as the
case may be, the Bank will:                     

                                        (x)     require that any bank  organized
                outside the United  States will  deliver to the Bank with a copy
                to the Borrower Internal Revenue Service Form 4224 or 1001, duly
completed and signed; and                       

                                        (y)     provide that each participant or
                assignee,  as the case may be, will agree to be bound by all the
         terms of this Agreement as if it were a signatory hereto.

                        (iv)    The Bank may, in  connection  with any  proposed
                participation   or   assignment,   disclose   to  the   proposed
                participant or assignee any information relating to the Borrower
                furnished to the Bank by or on behalf of the Borrower; PROVIDED,
                that prior to any such disclosure,  the proposed  participant or
                assignee shall agree in writing to preserve the  confidentiality
                of  any  confidential   information  relating  to  the  Borrower
                received  by it from the Bank to the same  extent as is required
of the Bank.                                    

                        (v)     The Bank shall act as agent in  connection  with
                any transfer  permitted  hereunder and the administration of the
                Loan and shall remain the holder of the Collateral Notes and act
                as collateral agent of the Collateral Notes holding the same for
                its  benefit  and the  benefit of the  permitted  assignees  and
                participants  hereunder.  The Borrower  shall not be required to
                deal with any  participant  or assignee in  connection  with the
                administration  of the Loan,  and each  assignment  agreement or
                participation agreement shall provide that each such assignee or
                participant  shall  deal  solely  with the Bank as agent and not
directly with the Borrower.                     

         Section  7.8  Confidentiality.  The  Bank  agrees  to take  normal  and
reasonable  precautions and exercise due care to maintain the confidentiality of
all information  identified as "confidential" by the Borrower and provided to it
by the Borrower in connection with this Agreement, and it shall not use any such
information  for any purpose or in any manner  other than  pursuant to the terms
contemplated by this Agreement; except to the extent such information (i) was or
becomes generally available to the public other than as a result of a disclosure
by the Bank, or (ii) was or becomes available on a non-confidential basis from a
source  other than the  Borrower,  PROVIDED  that such  source is not bound by a
confidentiality agreement with the Borrower known to the Bank; PROVIDED FURTHER,
HOWEVER,  that the Bank may  disclose  such  information:  (A) at the request or
pursuant to any requirement of any  governmental  authority to which the Bank is
subject or in connection  with an examination of the Bank by any such authority;
(B) pursuant to subpoena or other court  process;  (C) when required to do so in
accordance with the provisions of any applicable  requirement of law; (D) to the
Bank's independent auditors and other professional  advisors,  all of whom shall
have been advised of the  confidential  nature of such  information;  and (E) to
proposed assignees or participants in accordance with Subsection 7.7(b)(iv).  It
is understood that the financial information to be delivered pursuant to Section
5.1 or any similar  financial  information  delivered  prior to the Closing Date
shall be deemed to have been identified as confidential by the Borrower.        

         Section  7.9   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of which  shall be deemed an  original,  and it shall not be
necessary in making proof of this  Agreement to produce or account for more than
one such counterpart.                                                           

         Section 7.10  Severability.  Any provision of this  Agreement  which is
illegal,  invalid  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  illegality,  invalidity or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the legality,  validity or  enforceability  of such  provision in any
other  jurisdiction.   Section  7.11  Notices.   Unless  specifically  indicated
otherwise herein, all notices,  requests and other  communications  provided for
hereunder  shall be in writing  (including,  without  limitation,  by  facsimile
transmission)  and shall be sent to the parties hereto at the address for notice
specified  beneath  their names on the  signature  pages hereof or to such other
address as may be designated by a party in a written notice to the other party. 

         Any notice or other communication  hereunder shall be deemed given when
delivered to the  addressee  in writing or when given by  telephone  immediately
confirmed  in  writing  by  tested  telex,  facsimile  (electronic  answer  back
received) or other telecommunication device.                                    

         Section 7.12 Document Stamp Taxes. The Borrower represents and warrants
to the Bank that this  Agreement has been executed and delivered by the Borrower
to the Bank  outside of the State of  Florida,  and that the Note and the Pledge
Agreement  have been or shall be executed  and  delivered by the Borrower to the
Bank outside of the State of Florida.  The Borrower agrees to indemnify,  defend
and hold the Bank harmless against any Florida  documentary stamp taxes that may
be assessed or asserted against this Agreement,  the Note, the Pledge Agreement,
the  Loan,  or any such  security  therefor,  or any  renewal,  modification  or
amendment thereof,  or any renewal,  modification or amendment thereof from time
to time, and against any and all liability,  costs,  attorneys' fees, penalties,
interest or expenses  relating to any such Florida  documentary  stamp taxes, as
and when the same may be assessed or asserted.                                  

         Section  7.13 WAIVER OF JURY TRIAL.  THE  BORROWER  AND THE BANK HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE OR
DEFEND ANY RIGHTS (i) UNDER THIS AGREEMENT,  THE NOTE OR THE PLEDGE AGREEMENT OR
(ii) ARISING FROM ANY  RELATIONSHIP  EXISTING IN CONNECTION WITH THIS AGREEMENT,
AND AGREE THAT ANY SUCH ACTION OR  PROCEEDING  SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY.                                                              

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         IN WITNESS WHEREOF,  the parties hereto have caused the Agreement to be
executed and delivered as of the date first above                               

            NELSON PELTZ

                    Address for Notices:

                         c/o Triarc Companies, Inc
                900 Third Avenue
                        New York, New York 10022
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]

              with a copy to

                             Paul, Weiss, Rifkind, Wharton
          & Garrison
                           1285 Avenue of the Americas
                             New York, New York 10019-6064
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                          Attention: Neale M. Albert

                            NATIONSBANK OF FLORIDA, N.A.

   By:

                           Title: Authorized Signatory

                    Address for Notices:

                            NationsBank of Florida, N.A.
               Private Banking
                  324 Royal Palm Way
                         Palm Beach, Florida 33480
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                       Attention: Mark Antweil
                      Addresses for Payment:
                            NationsBank of Florida, N.A.
               Private Banking
                  324 Royal Palm Way
                         Palm Beach, Florida 33480
                           Telephone No.: [ REDACTED ]
                            Telecopier No.: [ REDACTED ]
                   ABA #: [ REDACTED ]
                         Account No.: [ REDACTED ]
                     Re: Nelson Peltz Loan
                                   # [ REDACTED ], Note # [ REDACTED ]

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AMENDMENT NO. 1 TO
TERM LOAN AGREEMENT 

         AMENDMENT  NO. 1 dated  January 18,  1996,  to the TERM LOAN  AGREEMENT
dated as of July 29, 1994 (the "LOAN  AGREEMENT"),  by and between  NELSON PELTZ
(the "BORROWER") and NATIONSBANK OF FLORIDA, N.A. (the "BANK").                 

         The Borrower and the Bank are parties to the Loan  Agreement,  pursuant
to which the Bank made a term loan to the  Borrower  in the  original  principal
amount of $102,000,000.  The Borrower has requested that  NationsBank,  N.A., an
affiliate of the Bank (the "CAROLINA BANK"), provide a revolving credit facility
to the  Borrower  and Claudia  Peltz.  +In  accordance  with such  request,  the
Borrower  and Claudia  Peltz and the Carolina  Bank are  entering  into a Credit
Agreement dated as of January 18, 1996 (such Agreement,  as amended or otherwise
modified  from  time to  time,  being  hereinafter  referred  to as the  "CREDIT
AGREEMENT"),  pursuant to which the Carolina  Bank has agreed to make loans (the
"DEMAND  LOANS"),  to the Borrower and Claudia  Peltz in an aggregate  principal
amount at any one time  outstanding  not to exceed the amount of the  Commitment
(as defined in the Credit Agreement).  It is a condition precedent to the making
of any Demand  Loan by the  Carolina  Bank that,  among other  things,  the Loan
Agreement  be amended to provide  that any "Event of  Default"  under the Credit
Agreement  shall  constitute an Event of Default under the Loan Agreement and to
amend certain other  provisions of the Loan Agreement as hereinafter  set forth.
Accordingly, the Borrower and the Bank hereby agree as follows:                 

         1.     DEFINITIONS. All terms used herein which are defined in the Loan
Agreement and not otherwise defined herein are used herein as defined therein.  

         2.     ADDITIONAL  DEFINITIONS.  Section 1.1 of the Credit Agreement is
hereby amended by adding the following definitions (in appropriate  alphabetical
order):                                                                         

                ""CAROLINAS AGENT" means NationsBank, N.A., acting as collateral
agent under the Triarc Pledge Agreement.                      

                "COLLATERAL  AGENT" means the Bank,  acting as collateral  agent
under the Pledge Agreement.                                   

                "DEMAND  LOANS"  means  the  loans  made  by  NationsBank,  N.A.
pursuant to the Triarc Credit Agreement.                      

                "DEPOSITARY   BANK"  means   NationsBank  of  Texas,   N.A.,  as
depositary bank pursuant to the Pledge Agreement.             

                "DWG" means DWG  Acquisition  Group,  L.P.,  a Delaware  limited
partnership.                                                  

              "PECHINEY" means Pechiney Corporation, a Delaware corporation.

                "PECHINEY  PROCEEDS"  means any  principal  of or  interest on a
         Collateral  Note,  any  drawing  on a Letter  of  Credit  or any  other
         proceeds  received  in  respect  of a  Collateral  Note or a Letter  of
Credit.                                                       

                "TRIARC CREDIT AGREEMENT" means the Credit Agreement dated as of
         January 18,  1996,  by and among  Nelson  Peltz and  Claudia  Peltz and
        NationsBank, N.A., as amended or otherwise modified from time to time.

                "TRIARC  PLEDGE   AGREEMENT"   means  the  Pledge  and  Security
         Agreement  made by DWG in favor of  NationsBank,  N.A.,  as  collateral
         agent for itself and for  NationsBank  of Florida,  N.A., in respect of
         certain shares of stock issued by Triarc Companies, Inc., as amended or
otherwise modified from time to time."                        

         3.     PAYMENT UNDER COLLATERAL  NOTES AND LETTERS OF CREDIT.  The last
two sentences of the first  paragraph of Section 2.3 are hereby deleted in their
entirety,  and the following hereby  substituted  therefor:                     

         "The parties hereby confirm that pursuant to the Pledge Agreement,  (i)
         the Borrower  shall receive all payments by Pechiney of interest on the
         Collateral Notes,  subject to the provisions of Section 6 of the Pledge
         Agreement,  Section  6.1(a)  hereof  and the other  provisions  of this
         Section 2.3,  (ii) the  Depositary  Bank shall  receive all payments by
         Pechiney of principal of the Collateral Notes, and (iii) the Collateral
         Agent  shall  receive the  proceeds  of all  drawings on the Letters of
         Credit.  Pechiney  Proceeds in respect of interest  shall be applied in
         accordance  with  Sections  6 and  11(d) of the  Pledge  Agreement  and
         Sections 2.6 and 6.2 hereof.  Pechiney Proceeds in respect of principal
         shall be applied in  accordance  with  Sections 2.6 (b) and (c) and 6.2
         hereof,  Sections 6 and 11(d) of the Pledge  Agreement and Sections 2.5
and 6.2 of the Triarc Credit Agreement."                      

         4.     AMENDMENT  TO  MANDATORY  PREPAYMENT.  Section  2.6 of the  Loan
Agreement is hereby  amended by deleting it in its entirety and by  substituting
therefor the following:                                                         

         "Section 2.6MANDATORY PREPAYMENT.  (a) If, as a result of acceleration,
         voluntary prepayment,  scheduled payment or otherwise in respect of the
         Collateral  Notes,  Pechiney at any time or from time to time makes any
         payment of principal of a Collateral Note (each a "PRINCIPAL PAYMENT"),
         the Borrower shall immediately prepay the principal amount of the Note.
         Such prepayment shall be equal to 85% of such Principal  Payment,  and,
         provided  that no Default  (under  either this  Agreement  or under the
         Triarc  Credit  Agreement)  or Event of  Default  has  occurred  and is
         continuing  (and the Borrower shall  immediately  provide to the Bank a
         certificate confirming that no Default or Event of Default has occurred
         and is  continuing),  promptly and in any event  within three  Business
         Days an amount (the "EXCESS  PORTION")  equal to 15% of such  Principal
         Payment  shall be paid to the  Borrower.  The Bank agrees to direct the
         Depositary  Bank and the Collateral  Agent to pay the Excess Portion of
         the Principal  Payment to the Borrower in accordance  with, but subject
         to, the foregoing  sentence.  It is  understood  and agreed that if the
         amount equal to 85% of the Principal  Payment  exceeds the  outstanding
         principal  amount of the Note,  an amount equal to such excess shall be
         paid by the Borrower to NationsBank,  N.A. for application  against the
         aggregate  principal  amount of the Demand Loans  outstanding and other
obligations under the Triarc Credit Agreement.                

                (b)     If any Default or Event of Default has  occurred  and is
         continuing  when any Pechiney  Proceeds are received or otherwise being
         held by the  Depositary  Bank,  the  Collateral  Agent or the Bank, the
         entire amount of such Pechiney  Proceeds  shall be paid to the Bank and
         applied by the Bank as a payment of principal of the Note or applied by
         the Bank as a payment of interest on the Note or other  obligations  of
         the  Borrower  hereunder,  as the  Bank in its  sole  discretion  shall
         determine (it being  understood  that the Borrower  shall have no right
         whatsoever to receive any portion of such proceeds,  except pursuant to
         Section 15 of the Pledge  Agreement).  If the Pechiney  Proceeds exceed
         the principal of and interest on the Note and the other  obligations of
         the Borrower hereunder,  the Borrower shall pay an amount equal to such
         excess to  NationsBank,  N.A.  for  application  against the  aggregate
         principal  amount of Demand  Loans  and other  obligations  outstanding
         under the Triarc Credit Agreement.  It is also understood that upon the
         payment of any  Pechiney  Proceeds in respect of the  principal  of the
         Collateral Notes, NationsBank, N.A. may at any time thereafter decrease
         the  Original  Advance  Percentage  (as  defined in the  Triarc  Credit
         Agreement)  and the Margin  Call  Percentage  (as defined in the Triarc
         Credit Agreement)(in either case, to such percentage as the Bank may in
         its sole and absolute  discretion  determine) by giving either Borrower
         thereunder  notice  of such  revised  percentage.  If  such a  decrease
         results in a "Default" under the Triarc Credit Agreement,  then (i) the
         decrease will constitute a Default hereunder,  (ii) so long as any such
         "Default", or any other Default or Event of Default, shall occur and be
         continuing,  the Borrower  shall no right to receive any portion of the
         Pechiney  Proceeds,  (iii) if any "Event of Default" (as defined in the
         Triarc Credit Agreement), or any other Event of Default shall occur and
         be continuing,  such Pechiney Proceeds may be applied to the payment of
         the Borrower's  obligations  hereunder or to the obligations  under the
         Triarc Credit  Agreement,  and (iv) if such "Default"  under the Triarc
         Credit  Agreement is cured or waived,  and no other  Default,  Event of
         Default  or  "Event  of  Default"  (as  defined  in the  Triarc  Credit
         Agreement) has occurred and is  continuing,  the Bank will upon request
         promptly  and in any event  within  three  Business  Days return to the
         Borrower the Excess  Portion of such Principal  Payment,  to the extent
         not applied to the Borrower's obligations hereunder or under the Triarc
         Credit  Agreement in accordance  with clause (iii) hereof (and the Bank
         agrees to direct the Depositary  Bank and the  Collateral  Agent to pay
         the  Excess  Portion  of  the  Principal  Payment  to the  Borrower  in
accordance with, but subject to, this clause (iv)).           

                (c)     Each  prepayment  shall be accompanied by the payment of
         accrued  interest to the date of such prepayment on the amount prepaid,
 and shall be subject to the provisions of Section 2.12 hereof."

         5.     AMENDMENT TO REPRESENTATION EVENT OF DEFAULT.  Subsection (b) of
Section  6.1 of the Loan  Agreement  is hereby  amended  by  deleting  it in its
entirety and by substituting therefor the following:                            

         "(b) REPRESENTATION OR WARRANTY.  Any representation or warranty by the
         Borrower made or deemed made herein or in the Pledge  Agreement,  or by
         DWG made or deemed  made in the Triarc  Pledge  Agreement,  or which is
         contained in any certificate,  document or financial or other statement
         furnished by the Borrower or DWG at any time under this Agreement,  the
         Pledge  Agreement or the Triarc Pledge  Agreement,  proves to have been
         incorrect or  misleading  in any material  respect on or as of the date
made or deemed made; or"                                      

         6.     AMENDMENT  TO  COVENANT  EVENT  OF  DEFAULT.  Subsection  (c) of
Section  6.1 of the Loan  Agreement  is hereby  amended  by  deleting  it in its
entirety and by substituting therefor the following:                            

         "(c)  OTHER  DEFAULT.  (i) The  Borrower  fails to  perform  or observe
         Section  5.1 or 5.2, or (ii) the  Borrower  fails to perform or observe
         any other material term or covenant  contained in this  Agreement,  and
         not  referred to in another  subsection  of this  Section 6.1, and such
         default  continues  unremedied  for a period  of 20 days,  or (iii) the
         Borrower  fails to  perform  or  observe  any  other  term or  covenant
         contained in this Agreement or in the Pledge Agreement and not referred
  to in clauses (i) or (ii) of this subsection (c) or in any other
         subsection of this Section 6.1, and such default  continues  unremedied
         for a period of 20 days after the Bank gives  notice to the Borrower of
         same,  or (iv) DWG fails to  perform or  observe  any term or  covenant
         contained in the Triarc  Pledge  Agreement  and such default  continues
         unremedied  for a period of 20 days after the Bank gives  notice to DWG
of same; or"                                                  

         7.     ADDITIONAL EVENTS OF DEFAULT.  Section 6.1 of the Loan Agreement
is hereby  amended (a) by deleting the period at the end of subsection  (i), and
by substituting "; or" in lieu thereof,  and (b) by inserting  immediately after
subsection (i) of Section 6.1 of the Loan Agreement the following:              

         "(j)  TRIARC  PLEDGE  AGREEMENT.  Any  provision  of the Triarc  Pledge
         Agreement ceases to be valid and binding on or enforceable against DWG,
         the Triarc Pledge Agreement ceases to create a valid security  interest
         in the  collateral  purported  to be covered  thereby or such  security
         interest  ceases for any reason to be a  perfected  and first  priority
         security  interest,  except  if the  Bank  fails  to  take  any  action
exclusively within its control; or                            

         (k) TRIARC CREDIT  AGREEMENT.  An "Event of Default"  shall occur under
         the  Credit  Agreement  dated as of  January  18,  1996,  as amended or
         otherwise  modified from time to time, between Nelson Peltz and Claudia
Peltz and NationsBank, N.A."                                  

         8.     ADDITIONAL REMEDIES. Section 6.2 of the Loan Agreement is hereby
amended (a) by adding the word "and" at the end of subsection  (b) thereof,  and
(b) by inserting  immediately  after  subsection  (b) of Section 6.2 of the Loan
Agreement  and before the proviso the  following:                               

         "(c) enforce,  as Collateral  Agent,  and direct the Carolinas Agent to
         enforce, all of the Liens and security interests pursuant to the Pledge
         Agreement and the other Loan Documents (as defined in the Triarc Credit
Agreement);"                                                  

         9.     REPRESENTATIONS  AND WARRANTIES.  The Borrower hereby represents
and warrants to the Bank as follows:                                            

                (a)     The  representations and warranties made by the Borrower
         in Article IV of the Loan Agreement,  the Pledge  Agreement and in each
         other related document,  certificate and other writing delivered to the
         Bank on or prior to the date  hereof are true and  correct on and as of
         the date hereof as though made on and as of the date hereof  (except to
         the extent such  representations and warranties  expressly relate to an
         earlier  date).  No  Default or Event of Default  has  occurred  and is
         continuing,  or would  result from the  execution  and delivery of this
Amendment No. 1.                                              

                (b)     The Borrower has the legal capacity to execute,  deliver
         and  perform  this  Amendment,  and to perform the Loan  Agreement,  as
amended hereby.                                               

                (c)     The execution,  delivery and performance by the Borrower
         of, and the  consummation  of each  transaction  contemplated  by, this
         Amendment and the Loan  Agreement,  as amended  hereby,  (i) require no
         governmental  authority or other  regulatory body approval or action by
         or in respect of any  governmental  authority or other  regulatory body
         and (ii) do not (A)  contravene,  or  constitute a default  under,  any
         provision  of any  applicable  law  or  regulation,  or any  agreement,
         indenture, judgment, order, decree or other instrument binding upon the
         Borrower or his properties, or (B) result in the creation or imposition
of any Lien on any asset of the Borrower.                     

                (d)     This  Amendment  has been duly executed and delivered by
         the Borrower. Each of this Amendment and the Loan Agreement, as amended
         hereby,  constitutes  the legal,  valid and binding  obligation  of the
         Borrower enforceable against the Borrower in accordance with its terms.

         10.    EXPENSES.  The Borrower  will pay on demand all fees,  costs and
expenses of the Bank in connection with the preparation,  execution and delivery
of this  Amendment and all other  agreements,  instruments  and other  documents
related to the foregoing,  including,  without limitation,  the reasonable fees,
client charges and other expenses of counsel to the Bank.                       

         11.    INDEMNIFICATION. It is understood and agreed that Section 7.3 of
the Loan  Agreement  shall benefit both the Bank and the Collateral  Agent,  and
every  reference  therein to "Bank" shall be deemed to include  "the  Collateral
Agent."                                                                         

12.    MISCELLANEOUS.                                         

                (a)     CONTINUED EFFECTIVENESS OF THE LOAN AGREEMENT. Except as
         otherwise  expressly  provided herein, the Loan Agreement and the other
         related  agreements,  instruments and documents (the "LOAN  DOCUMENTS")
         are, and shall  continue to be, in full force and effect and are hereby
         ratified and  confirmed  in all  respects  except that on and after the
         date  hereof  (i)  all  references  in  the  Loan  Agreement  to  "this
         Agreement",  "hereto",  "hereof",  "hereunder"  or words of like import
         referring  to the Loan  Agreement  shall  mean the  Loan  Agreement  as
         amended by this  Amendment,  and (ii) all  references in the other Loan
         Documents  to which the  Borrower  is a party to the "Loan  Agreement",
         "thereto", "thereof", "thereunder" or words of like import referring to
         the Loan  Agreement  shall mean the Loan  Agreement  as amended by this
         Amendment. Except as expressly provided herein, the execution, delivery
         and  effectiveness  of this Amendment  shall not operate as a waiver of
         any right,  power or remedy of the Bank under the Loan Agreement or any
         other Loan  Document,  nor  constitute a waiver of any provision of the
Loan Agreement.                                               

                (b)     COUNTERPARTS.  This  Amendment  may be  executed  in any
         number of  counterparts  and by  different  parties  hereto in separate
         counterparts,  each of which shall be deemed to be an original, but all
      of which taken together shall constitute one and the same agreement.

                (c)     HEADINGS.  Section  headings  herein  are  included  for
         convenience  of reference  only and shall not constitute a part of this
Amendment for any other purpose.                              

                (d)     GOVERNING LAW. This Amendment  shall be governed by, and
 construed in accordance with, the law of the State of New York.

                (e)     EFFECTIVENESS.  This Amendment shall become effective on
         the date as of which the Bank shall have received this Amendment,  duly
executed by the Borrower.                                     

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.                      

            Nelson Peltz

                            NATIONSBANK OF FLORIDA, N.A.

   By:

                     Title: Vice President

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                                                                        REDACTED

INTERCREDITOR AGREEMENT 

         INTERCREDITOR   AGREEMENT  dated  January  25,  1996,  by  and  between
NATIONSBANK OF FLORIDA, N.A. (the "FLORIDA BANK"), NATIONSBANK OF FLORIDA, N.A.,
as agent for  NationsBank,  N.A. and NationsBank of Florida,  N.A. (the "FLORIDA
AGENT"),  NATIONSBANK,  N.A. (the  "CAROLINAS  BANK";  together with the Florida
Bank, the "BANKS") and  NATIONSBANK,  N.A., as agent for NationsBank of Florida,
N.A. and  NationsBank,  N.A. (the "CAROLINAS  AGENT";  together with the Florida
Agent, the "AGENTS").                                                           

W I T N E S S E T H:

         WHEREAS, Nelson Peltz and Claudia Peltz (collectively, the "BORROWERS")
and the Carolinas Bank are parties to the Credit  Agreement  dated as of January
18, 1996 (such  Agreement,  as amended or otherwise  modified from time to time,
being hereinafter referred to as the "REVOLVING CREDIT AGREEMENT"),  pursuant to
which the  Carolinas  Bank has agreed to make loans (the "DEMAND  LOANS") to the
Borrowers in an aggregate  principal  amount at any one time  outstanding not to
exceed the amount of the Commitment (as defined in the Credit Agreement),  which
Demand Loans will be evidenced by a demand promissory note dated the date hereof
(as such demand  promissory  note may be modified or extended from time to time,
and any promissory note or notes issued in exchange or replacement therefor, the
"DEMAND NOTE"),  made by the Borrowers to the order of the Carolinas Bank and in
the original principal amount of the Commitment;                                

         WHEREAS, Nelson Peltz and the Florida Bank are parties to the Term Loan
Agreement  dated as of July 29, 1994 (such  Agreement,  as amended or  otherwise
modified  from  time  to  time,  being  hereinafter  referred  to as  the  "TERM
AGREEMENT";   together  with  the  Revolving  Credit   Agreement,   the  "CREDIT
AGREEMENTS"),  pursuant  to which the  Florida  Bank made a term loan (the "TERM
LOAN") to Nelson Peltz in the original  principal amount of $102,000,000,  which
Term Loan is  evidenced by a term  promissory  note dated June 29, 1994 (as such
term  promissory  note may be modified or  extended  from time to time,  and any
promissory note or notes issued in exchange or replacement  therefor,  the "TERM
NOTE"),  made by  Nelson  Peltz  to the  order  of the  Florida  Bank and in the
original principal amount of the Term Loan;                                     

         WHEREAS,  it is a condition  precedent to the making of any Demand Loan
pursuant to the Revolving Credit Agreement that (i) DWG Acquisition Group, L.P.,
a  Delaware  limited  partnership,  shall have  executed  and  delivered  to the
Carolinas  Agent a pledge  and  security  agreement  (as  amended  or  otherwise
modified from time to time,  the "TRIARC PLEDGE  AGREEMENT"),  providing for the
assignment to the Carolinas Agent, for the benefit of the Carolinas Bank and the
Florida  Bank,  and the grant to the  Carolinas  Agent,  for the  benefit of the
Carolinas  Bank and the Florida Bank, of a security  interest in, certain of the
outstanding  shares of capital stock issued by Triarc Companies,  Inc., and (ii)
Nelson Peltz shall have  executed and  delivered to the Florida Agent an Amended
and Restated  Pledge  Agreement  dated July 29, 1994, as amended and restated on
the date hereof (as so amended,  and as hereafter amended or otherwise  modified
from time to time,  the "PECHINEY  PLEDGE  AGREEMENT";  together with the Triarc
Pledge Agreement, the "PLEDGE AGREEMENTS"), made by Nelson Peltz in favor of the
Florida Agent, providing for the pledge to the Florida Agent, for the benefit of
the Carolinas Bank and the Florida Bank, and the grant to the Florida Agent, for
the benefit of the Carolinas  Bank and the Florida Bank, of a security  interest
in,  certain  debt issued by  Pechiney  Corporation  and the related  letters of
credit;                                                                         

         WHEREAS,  the Banks and the Agents wish to set forth their agreement as
to the  exercise  of certain of their  respective  rights and  obligations  with
respect to the Credit  Agreements,  the Pledge Agreements and the Collateral (as
hereinafter defined);                                                           

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained, the parties hereto agree as follows:                

         1.     DEFINITIONS.  As used in this  Agreement,  the  following  terms
shall  have  the  respective  meanings  indicated  below,  such  meanings  to be
applicable equally to both the singular and plural forms of such terms:         

                "COLLATERAL"  means  the  Triarc  Collateral  and  the  Pechiney
Collateral.                                                                     

                "FINANCING  DOCUMENTS" means the Security Documents and the Loan
Documents.                                                                      

                "LOAN DOCUMENTS" means the Credit Agreements,  the Notes and all
other  instruments,  agreements and documents executed and delivered pursuant to
any of the foregoing.                                                           

"NOTES" means the Demand Note and the Term Note.

                "OBLIGATIONS" means (i) the obligations of the Borrowers and DWG
to pay,  as and when due and payable (on demand,  by  mandatory  prepayment,  by
scheduled maturity or otherwise), all amounts from time to time owing by them in
respect of any  Financing  Document  to which such  person or entity is a party,
whether for principal,  interest, fees or otherwise, and (ii) the obligations of
the Borrowers and DWG to perform or observe all of their other  obligations from
time to time  existing  under any  Financing  Document  to which such  person or
entity is a party.                                                              

                "PECHINEY  COLLATERAL"  means all of the property  (tangible and
intangible)  purported to be subject to the lien or security interest created by
the Pechiney Pledge Agreement.                                                  

                "SECURITY  DOCUMENTS"  means the Triarc  Pledge  Agreement,  the
Pechiney Pledge Agreement,  and all other  instruments,  agreements or documents
executed and delivered pursuant to either Pledge Agreement.                     

                "TRIARC  COLLATERAL"  means all of the  property  (tangible  and
intangible)  purported to be subject to the lien or security interest created by
the Triarc Pledge Agreement.                                                    

         2.     NOTIFICATION  AND  ACKNOWLEDGMENT  OF  SECURITY  INTEREST,  ETC.
Pursuant to Sections 8-313 and 9-305 of the New York Uniform Commercial Code:   

                (a)     Each Bank hereby  confirms,  and notifies the  Carolinas
         Agent,  that DWG has  granted  to the  Carolinas  Agent a lien on,  and
         security interest in, the Triarc Collateral, as collateral security for
         all obligations now or hereafter  existing under the Credit Agreements,
         the Notes and the other Financing Documents. The Carolinas Agent hereby
         (i)  acknowledges  that  from and  after  the date  hereof,  it  shall,
         pursuant to Sections 8-313 and 9-305 of the New York Uniform Commercial
         Code,  hold all  Collateral now or hereafter in its possession as Agent
         under the Triarc  Pledge  Agreement  for the benefit of each Bank,  and
         (ii) agrees,  promptly upon the satisfaction in full of the Obligations
         owing  to  the  Carolinas  Bank  and  the  Carolinas  Agent  after  the
         termination  of the  Commitment,  to deliver to the  Florida  Bank upon
         request such of the proceeds of the Triarc Collateral as shall not have
         been applied  pursuant to the terms of the Triarc  Pledge  Agreement or
    this Agreement to the payment of any Obligations of the Borrowers.

                (b)     Each Bank  hereby  confirms,  and  notifies  the Florida
         Agent,  that Nelson  Peltz has granted to the Florida  Agent a lien on,
         and  security  interest  in, the  Pechiney  Collateral,  as  collateral
         security for all obligations now or hereafter existing under the Credit
         Agreements,  the Notes and the other Financing  Documents.  The Florida
         Agent hereby (i) acknowledges  that from and after the date hereof,  it
         shall,  pursuant  to Sections  8-313 and 9-305 of the New York  Uniform
         Commercial Code, hold all Collateral now or hereafter in its possession
         as Agent under the Pechiney  Pledge  Agreement  for the benefit of each
         Bank, and (ii) agrees,  promptly upon the  satisfaction  in full of the
         Obligations owing to the Florida Bank and the Florida Agent, to deliver
         to  the  Carolinas  Bank  upon  request  such  of the  proceeds  of the
         Collateral as shall not have been applied  pursuant to the terms of the
         Pechiney  Pledge  Agreement  or this  Agreement  to the  payment of any
Obligations of Nelson Peltz.                                  

         3.     ENFORCEMENT.Each Agent agrees to make such demands and give such
notices  under the Security  Documents  as a Bank may request,  and to take such
action to enforce the terms and  conditions  of such  Security  Document  and to
foreclose upon,  collect and dispose of the Collateral or any portion thereof as
may be directed by such Bank; PROVIDED, HOWEVER, that (i) neither Agent shall be
required  to take any action  that is in its  opinion  contrary to law or to the
terms of this Agreement,  any Credit Agreement or any other Financing  Document,
or which would in its opinion  subject it or any of its  officers,  employees or
directors to  liability,  and (ii)  neither  Agent shall be required to take any
action under this Agreement or any Security Document unless and until such Agent
shall be indemnified to its  satisfaction by the requesting Bank against any and
all loss, cost, expense or liability in connection therewith.                   

         4.     APPLICATION OF PROCEEDS AND PAYMENTS.  Anything in any Financing
Document to the contrary  notwithstanding,  all cash and other payments received
by an Agent pursuant to a Pledge  Agreement shall be applied based on the mutual
agreement of the Banks and, after the payment in full of all Obligations and, in
the case of the Triarc Pledge Agreement, the termination of the Commitment,  any
surplus  proceeds and Collateral  will be distributed  pursuant to the terms and
conditions of the related Pledge Agreement.                                     

 5.     THE AGENTS. Each Bank agrees with each Agent as follows:

                (a)     The Carolinas Bank is hereby  appointed  Agent hereunder
         and under the Triarc Pledge  Agreement,  and the Florida Bank is hereby
         appointed Agent hereunder and under the Pechiney Pledge Agreement. Each
         of the Banks  irrevocably  authorizes the Agents to act as the agent of
         such Bank for the purposes of enforcing  the rights and remedies of the
         Banks in respect of the  Collateral  and the Security  Documents.  Each
         Agent  agrees to act as such upon the express  conditions  contained in
this Section.                                                 

                (b)     Each  Agent  shall  have and may  exercise  such  powers
         hereunder  as are  specifically  delegated  to such  Agent by the terms
         hereof and the applicable Security Document,  together with such powers
         as are reasonably  incidental thereto. The Agents shall have no implied
         duties to the Banks or any other person or entity, or any obligation to
         take any action hereunder or under any other Financing Document, except
         any action  specifically  provided by this  Agreement  and the Security
Documents to be taken by such Agent.                          

                (c)     The Banks agree to reimburse  and  indemnify  each Agent
         ratably  in  proportion  to  the  Obligations  owed  under  the  Credit
         Agreements  (i) for any amounts not  reimbursed by a Borrower for which
         an Agent is entitled to reimbursement by a Borrower under any Financing
         Document, (ii) for any other expenses incurred by an Agent on behalf of
         the Banks, in connection  with the  preparation,  execution,  delivery,
         administration  and  enforcement  of  this  Agreement  or any  Security
         Document, and (iii) for any liabilities,  obligations, losses, damages,
         penalties,  actions, judgments, suits, costs, expenses or disbursements
         of any kind and nature  whatsoever which may be imposed on, incurred by
         or asserted against an Agent in any way relating to or arising out of a
         Security  Document,  this  Agreement  or any other or the  transactions
         contemplated hereby or the enforcement of any of the terms hereof or of
         any such other documents, PROVIDED that no Bank shall be liable for any
         of the foregoing to the extent they arise from the gross  negligence or
willful misconduct of either Agent.                           

                (d)     Either  Agent may  resign at any time by giving  written
         notice  thereof  to  the  Banks  and  the  Borrowers.   Upon  any  such
         resignation,  the Banks shall have the right to  appoint,  on behalf of
         the  Banks,  a  successor  Agent.  Such  successor  Agent  shall  be an
         affiliate  of a Bank or an  Eligible  Institution  (as  defined in each
         Credit  Agreement) that owns all or part of the  Obligations.  Upon the
         acceptance  of any  appointment  as an Agent  hereunder  by a successor
         Agent,  such  successor  Agent  shall  thereupon  succeed to and become
         vested  with all the  rights,  powers,  privileges  and  duties  of the
         retiring  Agent,  and the retiring  Agent shall be discharged  from its
         duties and  obligations  hereunder  and under the  applicable  Security
         Documents.  After any retiring Agent's resignation  hereunder as Agent,
         the provisions of this Section shall continue in effect for its benefit
         in respect of any  actions  taken or omitted to be taken by it while it
was acting as an Agent hereunder.                             

         7.     NO THIRD  PARTY  BENEFICIARY.  This  Agreement  is  intended  to
establish the relative  rights and  obligations of the Banks and the Agents with
respect to the subject matter hereof and, except as otherwise expressly provided
in Section 8 hereof,  shall not be deemed to create any rights or  priorities in
any other  individual  or entity.  8.DISPOSITION  OF  COLLATERAL.  (a) It is the
intention of the  Carolinas  Bank and the Borrowers  that if the Carolinas  Bank
wishes to sell or otherwise  dispose of  Collateral  during the  occurrence  and
continuance  of an  Event  of  Default  (as  defined  in  the  Revolving  Credit
Agreement),  the Carolinas Bank will sell or otherwise  dispose of, or cause the
Carolinas  Agent to sell or  otherwise  dispose of, the Triarc  Collateral  (the
"RELATED TRIARC COLLATERAL")  allocable to the Borrowers (each a "DISPOSITION"),
prior to the sale or other disposition of, or prior to causing the Florida Agent
to sell or otherwise dispose of, the Pechiney Collateral.                       

                (b)     Notwithstanding  anything  in  subsection  8(a)  to  the
         contrary,  the Carolinas Bank will have no obligation  under subsection
         8(a) whatsoever,  and the Carolinas Bank may sell or otherwise  dispose
         of, or direct the sale or other  disposition  of, any of the Collateral
         in such  order as the  Carolinas  Bank may  determine  (in its sole and
         absolute   discretion)   if  the  Carolinas  Bank   determines   (which
         determination  shall be conclusive) that: (i) the prompt Disposition of
         the  Related  Triarc   Collateral  may  contravene  any  law,  rule  or
         regulation of any  Governmental  Authority (as defined in the Revolving
         Credit Agreement),  including, without limitation, by reason of (A) the
         bankruptcy,  insolvency,  reorganization  or other event  described  in
         Section 6.1(e) or (f) of the Revolving Credit Agreement (without regard
         to whether the grace period  referred to in Section  6.1(f) thereof has
         elapsed)  with  respect  to  DWG  Acquisition   Group,  L.P.,  (B)  the
         commencement  of any legal action or proceeding  that stays or enjoins,
         or seeks  to stay or  enjoin,  the  Disposition  of any of the  Related
         Triarc Collateral,  or (C) a possible violation of the securities laws;
         (ii) the  Disposition of any of the Related Triarc  Collateral (at such
         time as the  Carolinas  Bank may elect) may subject  it, the  Carolinas
         Agent,  any  affiliate,  or any  officer,  employee  or director of the
         foregoing,  to  liability;  (iii)  the  value  of any  of the  Pechiney
         Collateral  threatens  to  decline  rapidly  in value;  (iv) there is a
         reasonable good-faith basis to conclude that delaying the sale or other
         disposition of the Pechiney  Collateral  until after the Disposition of
         the Related Triarc  Collateral may adversely  affect the ability of the
         Carolinas  Bank to  receive  payment in full of the  principal  of, and
         interest on, the Demand Loans and all of the related  Obligations;  (v)
         either Borrower, DWG Acquisition Group, L.P. or any affiliate has taken
         any action, or has failed to take any action requested by the Carolinas
         Bank, that the Carolinas Bank reasonably  believes may prevent,  delay,
         impede or materially and adversely  affect the ability of the Carolinas
         Bank or the Carolinas Agent to sell or otherwise  dispose of the Triarc
         Collateral; or (vi) the Carolinas Bank or the Carolinas Agent is unable
         to sell the Triarc Collateral within a 90-day period,  during which the
         Carolinas Bank or the Carolinas Agent exercises reasonable,  good faith
efforts to so sell the Triarc Collateral.                     

                (c)     It is understood and agreed that nothing in this Section
         8 shall affect any of the other rights, remedies, powers and privileges
         of the Florida  Agent and  Florida  Bank with  respect to the  Pechiney
         Collateral (including,  without limitation, (i) to collect the interest
         on the Collateral Notes (as defined in each Term Agreement),  under the
         circumstances  provided in the Term  Agreement or the  Pechiney  Pledge
         Agreement,  (ii) to maintain  its security  interest in the  Collateral
         Account (as defined in the Pechiney Pledge Agreement), (iii) to draw on
         the  Letters of Credit (as defined in each Term  Agreement),  under the
         circumstances  provided in the Term  Agreement or the  Pechiney  Pledge
         Agreement,  (iv) to sell or  otherwise  dispose of any of the  Pechiney
         Collateral  upon the occurrence and  continuance of an Event of Default
         under the Term  Agreement,  and (v) to take any  action  and to execute
         such  other  instrument  as the  Florida  Agent may deem  necessary  or
         advisable to accomplish the purposes of the Pechiney Pledge Agreement).

9.     MISCELLANEOUS.                                         

                (a)     No  amendment,  waiver  or  other  modification  of  any
         provision of this Agreement shall be effective  unless it is in writing
         and signed by each Bank and Agent. No waiver or approval by any Bank or
         Agent under this Agreement shall,  except as may be otherwise stated in
    such waiver or approval, be applicable to subsequent transactions.

                (b)     No  failure or delay on the part of any Bank or Agent in
         exercising any power or right under this  Agreement  shall operate as a
         waiver  thereof,  nor shall any single or partial  exercise of any such
         power or right  preclude any other or further  exercise  thereof or the
exercise of any other power or right.                         

                (c)     All  notices  and  other  communications   provided  for
         hereunder  shall  be  in  writing  and  shall  be  mailed,  telecopied,
         telegraphed  or  delivered  to it at  its  address  set  forth  on  the
         signature pages of this Agreement;  or, as to each party, at such other
         address as shall be designated by such party in a written notice to the
         other  parties  complying  as  to  delivery  with  the  terms  of  this
         subsection.   All  such  notices  and  other  communications  shall  be
         effective (i) if mailed, three days after being deposited in the mails,
         (ii) if telegraphed when delivered to the telegraph  company,  or (iii)
if telecopied, telexed or delivered, upon delivery.           

                (d)     Any provision of this  Agreement  which is prohibited or
         unenforceable in any jurisdiction  shall, as to such  jurisdiction,  be
         ineffective  to the  extent  of such  prohibition  or  unenforceability
         without  invalidating  the remaining  provisions  of this  Agreement or
         affecting the validity or enforceability of such provision in any other
jurisdiction.                                                 

                (e)     Each Bank and Agent agrees to cooperate  fully with each
         other  party  hereto,  to effect  the  intent  and  provisions  of this
         Agreement  and,  from time to time,  to execute and deliver any and all
         other  agreements,  documents  or  instruments,  and to take such other
         actions, as may be reasonably  necessary or desirable to effectuate the
intent and provisions of this Agreement.                      

                (f)     The various  headings of this Agreement are inserted for
         convenience only and shall not affect the meaning or  interpretation of
this Agreement or any provision hereof.                       

                (g)     This  Agreement may be executed by the parties hereto in
         several  counterparts,  and each such counterpart shall be deemed to be
         an original and all of which shall constitute  together but one and the
same agreement.                                               

                (h)     This Agreement  shall be binding upon and shall inure to
         the benefit of the parties  hereto,  their  respective  successors  and
assigns.                                                      

                (i)     This  Agreement  shall be governed by, and  construed in
accordance with, the law of the State of New York.            

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.                                                   

                               NATIONSBANK, N.A., individually
            and as agent

                                By: ____________________________

                                Name: __________________________

                                Title: _________________________

All notices and other communications to:                                        

NationsBank, N.A., 101 South Tryon Street, Charlotte, North Carolina 28255, with
copies to NationsBank,  N.A., 767 Fifth Avenue,  23rd Floor,  New York, New York
10153-0083, Attention: Ms. Jane R. Heller, Senior Vice President, Telecopier No.
[ REDACTED ].                                                                   

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                             NATIONSBANK OF FLORIDA, N.A.,
                         individually and as agent

                                By: ____________________________

                                Name: __________________________

                                Title: _________________________

All notices and other communications to:                                        

NationsBank of Florida, N.A., 101 South Tryon Street, Charlotte,  North Carolina
28255,  with copies to  NationsBank  of Florida,  N.A.,  767 Fifth Avenue,  23rd
Floor, New York, New York 10153-0083, Attention: Ms. Jane R. Heller, Senior Vice
President, Telecopier No. [ REDACTED ].                                         

CONSENT 

         The  undersigned  hereby  consents  and  agrees  to  the  terms  of the
Intercreditor Agreement to which this Consent is attached.                      

Date: January 25, 1996                                                          

            Nelson Peltz

             Claudia Peltz

                           DWG ACQUISITION GROUP, L.P.

                              By:___________________________

                              By:___________________________

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THIRD 
AMENDED AND RESTATED  
CREDIT AGREEMENT  

     THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
"AGREEMENT"), dated as of January 18, 1996, as amended and restated as of June  
19, 1997, as amended and restated as of January 2, 1999, and as amended and     
restated as of April 2, 2001, is entered into by and between NELSON PELTZ and   
CLAUDIA PELTZ, each an individual residing in the State of New York (the        
"BORROWERS"), and BANK OF AMERICA, N.A., formerly known as NATIONSBANK, N.A.    
(the "BANK"), a national banking association.                                   

RECITALS  

             WHEREAS, the Borrowers and the Bank are parties to an Amended
and Restated Credit Agreement, dated as of January 18, 1996, as amended and     
restated as of June 19, 1997, as amended and restated as of January 2, 1999 (the
"EXISTING CREDIT AGREEMENT"), pursuant to which the Bank has agreed (i) to make 
demand loans (the "REVOLVING A LOANS") to the Borrowers in the aggregate        
principal amount not to exceed $42,500,000 at any time outstanding; (ii) to make
revolving loans (the "REVOLVING B Loans") in the aggregate principal amount not 
to exceed $27,500,000 at any time outstanding, and (iii) to make line of credit 
loans (the "LINE LOANS") in the aggregate principal amount not to exceed        
$7,000,000 at any time outstanding;                                             

             WHEREAS, the Borrowers have requested that the Bank amend and
restate the Existing Credit Agreement to provide, among other things, (i) an    
extension of the Termination Date (as defined in the Existing Credit Agreement, 
as amended) to January 2, 2003;                                                 

              WHEREAS, the Bank is willing to extend the Termination Date to
January 2, 2003, subject to (i) the decrease of the Revolving A Commitment from 
$42,500,000 to $37,500,000, (ii) the decrease of the Revolving B Commitment from
$27,500,000 to $12,500,000, and (iii) the termination of the Line Loan          
Commitment and the repayment of all outstanding Line Loans;                     

               WHEREAS, the parties hereto now desire to amend and restate the
Existing Credit Agreement as set forth below, it being the agreement of the     
parties that any loans to the Borrowers by the Bank outstanding under the       
Existing Credit Agreement shall continue and remain outstanding loans to the    
Borrowers by the Bank under this Agreement and not be repaid on the Effective   
Date;                                                                           

        NOW, THEREFORE, in consideration of the premises and the
agreements herein and in order to induce the Bank to make and maintain the      
Loans, the Borrowers and the Bank hereby agree as follows:                      

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 ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

      Section 1.1     CERTAIN DEFINED TERMS. As used in this
Agreement, the following terms shall have the respective meanings indicated     
below, such meanings to be applicable equally to both the singular and plural   
forms of such terms:                                                            

         "ACCOUNTS" means (i) account number 0252601 maintained by
Claudia Peltz with the Bank and pledged to the Bank pursuant to the CP Accounts 
Assignment, and (ii) account number 23571 maintained by PF with PaineWebber     
Incorporated and pledged to the Bank pursuant to the PF Accounts Assignment.    

           "ACCOUNTS ASSIGNMENTS" means, collectively, the CP Accounts
Assignment and the PF Accounts Assignment.                                      

        "ACCOUNTS VALUE" means the aggregate Market Value of the
investments held in the Accounts in which the Bank has a perfected, first       
priority security interest.                                                     

                "ADJUSTED LIBOR" means, with respect to any Interest Period, (i)
the rate of interest per annum (rounded upward, if necessary, to the next higher
1/16th of one percent) determined by the Bank, in accordance with its customary 
general practice from time to time, to be the rate equal to the London Interbank
Offered Rate (expressed as a percentage) for Dollar deposits as would be quoted 
by the Bank for 11:00 a.m. London time, or as soon thereafter as practicable, on
the second Business Day immediately preceding the first day of such Interest    
Period, for a term comparable to such Interest Period, (ii) as adjusted from    
time to time in the Bank's sole discretion for then applicable reserve          
requirements, deposit insurance assessment rates and other regulatory costs.    

                "ADJUSTED REVOLVING B COLLATERAL VALUE" means the sum of (i) the
Revolving B Margin Call Percentage of the Accounts Value, and (ii) the Revolving
B Margin Call Percentage of the Partnership Interest Value.                     

               "ADJUSTED TRIARC COLLATERAL VALUE" means the Revolving A Margin
Call Percentage of the Triarc Collateral Value.                                 

          "APPLICABLE MARGIN" means, with respect to the Revolving A
Loans, 2.00%, and with respect to the Revolving B Loans, 1.50%.                 

           "AVAILABLE REVOLVING B COMMITMENT" means, as at any date of
determination thereof, the amount by which (i) the Revolving B Commitment as in 
effect on such date exceeds (ii) the sum of the aggregate amount of all         
Revolving B Loans and L/C Outstandings on such date.                            

          "BANK" means the Bank (as defined in the recitals hereto),
including, without limitation, the institution that merged with the Bank        
formerly called NationsBank, N.A. (South), which was formerly called NationsBank
of Florida, N.A.                                                                

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             "BASE RATE" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day, or (ii) the sum of one half of one   
percent (1/2%) plus the Federal Funds Rate for such day.                        

           "BOARD" means the Board of Governors of the Federal Reserve
System of the United States.                                                    

             "BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City, New York, or in Charlotte,
North Carolina, are authorized or required by law to close and, if the          
applicable Business Day relates to any Interest Period for which interest on a  
Loan is determined by reference to the Adjusted LIBOR rate, also includes a day 
on which commercial banks are open for international business in London.        

              "CP ACCOUNTS ASSIGNMENT" means the Pledge Agreement by Claudia
Peltz in favor of the Collateral Agent, dated June 19, 1997, in respect of the  
Account maintained by Claudia Peltz and certain related collateral to secure the
Obligations, as the same may be amended or otherwise modified from time to time.

         "CP SECURITY AGREEMENT" means the Assignment and Security
Agreement, dated June 19, 1997, as amended and restated as of April 2, 2001, by 
Claudia Peltz in favor of the Collateral Agent, in respect of certain           
Partnership Interests and certain related collateral to secure the Obligations, 
as the same may be amended or otherwise modified from time to time.             

                "COLLATERAL" means all of the property (tangible and intangible)
purported to be subject to the lien or security interest purported to be created
by any mortgage, deed of trust, security agreement, pledge agreement, assignment
or other security document heretofore or hereafter executed by any Person as    
security for all or any part of the Obligations.                                

              "COLLATERAL AGENT" means the Bank, acting as collateral agent,
as agent for itself and its permitted successors and assigns.                   

            "COMMITMENT" means any of the Revolving A Commitment and the
Revolving B Commitment.                                                         

           "DEFAULT" means a condition or event which, after notice or
lapse of time or both, would constitute an Event of Default (including, without 
limitation, the obligation to prepay the Loans or provide additional collateral 
pursuant to Section 2.1(d)(i) or (ii), or 2.2(d)(i) or (ii), without regard to  
whether any notice has been given or any grace period has elapsed).             

        "DEFAULT RATE" has the meaning specified in Section 2.4.

       "DELISTING EVENT " has the meaning specified in Section
2.1(d)(iii).                                                                    

               "DOLLARS" and the sign "$" each mean lawful money of the United
States of America.                                                              

           "DWG" means DWG Acquisition Group, L.P., a Delaware limited
partnership.                                                                    

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          "DWG PARTNERSHIP AGREEMENT" means the Agreement of Limited
Partnership of DWG, dated as of September 25, 1992, as amended by Amendment No. 
1 dated as of November 15, 1992, Amendment No. 2 dated as of March 1, 1993,     
Amendment No. 3 dated as of April 14, 1993, Amendment No. 4 dated as of January 
1, 1995, Amendment No. 5 dated as of January 1, 1996, by and among Nelson Peltz 
and Peter W. May, as general partners, and Nelson Peltz and Peter W. May, as    
limited partners, of DWG.                                                       

              "EFFECTIVE DATE" means the date on which all of the conditions
precedent set forth in Article III have been satisfied or waived.               

            "ELIGIBLE INSTITUTION" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $100,000,000, or (ii) a commercial bank         
organized under the laws of any other country which is a member of the          
Organization for Economic Cooperation and Development or a political subdivision
of any such country, and having a combined capital and surplus of at least      
$100,000,000, PROVIDED that such bank is acting through a branch or agency      
located in the United States or an offshore branch outside the United States at 
which such bank books loans bearing interest based on LIBOR and, in the case of 
a bank described in either clause (i) or clause (ii), such bank is able to      
deliver Internal Revenue Service Form W-8BEN or W-8ECI, or successor form, to   
the Bank with a copy to the Borrowers as of the day such bank becomes an        
assignee or participant.                                                        

            "EVENT OF DEFAULT" has the meaning specified in Section 6.1.

            "EXISTING CREDIT AGREEMENT" has the meaning set forth in the
recitals hereof.                                                                

           "FEDERAL FUNDS RATE" means, for any day, the rate per annum
(rounded upward to the nearest 1/100th of 1%) equal to the weighted average of  
the rates on overnight federal funds transactions with members of the Federal   
Reserve System arranged by federal funds brokers on such day, as published by   
the Federal Reserve Bank of New York on the Business Day next succeeding such   
day, PROVIDED that (i) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding      
Business Day, and (ii) if no such rate is so published on such next succeeding  
Business Day, the Federal Funds Rate for such day shall be the average rate     
quoted to the Bank on such day on such transactions as determined by the Bank.  

     "GENERAL PARTNERS" means the general partners of each
Partnership.                                                                    

            "GOVERNMENTAL AUTHORITY" means any nation or government, any
federal, state, city, town, municipality, county, local or other political      
subdivision thereof or thereto and any department, commission, board, bureau,   
instrumentality, agency or other entity exercising executive, legislative,      
judicial, regulatory or administrative functions of or pertaining to government 
and includes, without limitation, the SEC.                                      

                "GUARANTEED BORROWER" means Steven Posner, an individual with an
address at c/o Point Atlantic II, 21050 Northwest 38th Avenue Ph 3004 Aventura, 
Florida 33180.                                                                  

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              "GUARANTEED LOAN" means the loan by the Bank to the Guaranteed
Borrower in the principal amount of $175,000.                                   

                "GUARANTY" means a Guaranty made by Nelson Peltz in favor of the
Bank with respect to two-thirds of the unpaid principal amount of the Guaranteed
Loan (together with the other related obligations referred to therein), as such 
Guaranty may be amended or otherwise modified from time to time.                

               "HEDGING AGREEMENT" means any agreement between either Borrower
and the Bank or any affiliate of the Bank now existing or hereafter entered     
into, with respect to any interest rate, foreign currency, commodity or equity  
swap, collar, cap, floor or forward rate agreement, or other agreement or       
arrangement designed to protect against fluctuations in interest rates or       
currency, commodity or equity values (including, without limitation, any option 
with respect to any of the foregoing and any combination of the foregoing       
agreements or arrangements), and any confirmation executed in connection with   
any such agreement or arrangement, all as amended or otherwise modified from    
time to time.                                                                   

         "INDEBTEDNESS" means, with respect to any Person, (i) all
indebtedness or other obligations of such Person for borrowed money or for the  
deferred purchase price of property or services, (ii) all obligations of such   
Person under direct or indirect guaranties in respect of, and contingent or     
other obligations of such Person to purchase or otherwise acquire or otherwise  
assure a creditor against loss in respect of, indebtedness or other obligations 
of any other Person for borrowed money or for the deferred purchase price of    
property or services, (iii) all indebtedness or other obligations of any other  
Person for borrowed money or for the deferred purchase price of property or     
services secured by (or for which the holder of such indebtedness has an        
existing right, contingent or otherwise, to be secured by) any lien, security   
interest or other charge or encumbrance upon or in property owned by such       
Person, (iv) all obligations of such Person to make reimbursement or payment in 
respect of letters of credit and bankers' acceptances, and (v) the net          
liabilities of such Person under all interest rate swap, interest rate collar,  
interest rate cap, interest rate floor, forward rate agreements, commodity swaps
or other agreements or arrangements designed to protect against fluctuations in 
interest rates or currency, commodity or equity values, each calculated on a    
basis reasonably satisfactory to the Bank and in accordance with accepted       
practice.                                                                       

              "INTEREST PERIOD" means each one (1)-month period during which
interest on each Loan shall be calculated by reference to Adjusted LIBOR,       
determined as of the second Business Day before the commencement of that        
Interest Period; PROVIDED, HOWEVER, that:                                       

                        (i)     each Interest Period shall commence on the first
      day of a month and end on the first day in the immediately following
calendar month thereafter;                                    

                        (ii)    each subsequent Interest Period for a Loan shall
       commence on the last day of the immediately preceding Interest Period
      and end on the first day in the immediately following calendar month
thereafter; and                                               

                        (iii)   any Interest Period which would otherwise extend
beyond the Termination Date shall end on the Termination Date.

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       "INVESTMENTS" means all cash, notes, bonds, securities,
certificates, instruments and other property now or hereafter deposited or held 
in the Account.                                                                 

             "L/C APPLICATION" means a letter of application on the Bank's
then customary form for the type of letter of credit issued.                    

               "L/C LIABILITIES" means the aggregate amounts then owing to the
Bank to reimburse it for all amounts drawn under Letters of Credit.             

         "L/C OUTSTANDINGS" means, as at any date of determination
thereof, the sum of (a) the aggregate Stated Amount of all Letters of Credit    
outstanding on such date PLUS (b) the aggregate amount of all unpaid L/C        
Liabilities on such date, PLUS (c) the principal outstanding on such date of the
Guaranteed Loan covered by the Guaranty, PLUS (d) the aggregate Termination     
Compensation that would be payable to the Bank and any of its Affiliates if each
Hedging Agreement and all related transactions were terminated on such date.    

              "LETTER OF CREDIT" means a letter of credit issued by the Bank
for the account of a Borrower.                                                  

           "LIEN" means any lien, mortgage, pledge, security interest,
charge or similar encumbrance of any kind (including any conditional sale or    
other title retention agreement, any lease in the nature thereof and any        
agreement to give any security interest).                                       

         "LINE LOANS" has the meaning assigned to such term in the
recitals hereof.                                                                

          "LIQUID ASSETS" means any of the following: (a) any equity
security which, as of any date, (i) is traded on the New York Stock Exchange,   
the American Stock Exchange or the NASDAQ Stock Market/National Market System,  
(ii) has a minimum share price of at least $10 per share on such date and (iii) 
any Borrower would be able to sell, based on the average daily trading value of 
such equity security during the four week period immediately preceding such     
date, over a period equal to five Business Days; (b) any publicly traded debt   
security of a corporation organized under the laws of the United States or any  
state thereof (including the District of Columbia) that is readily marketable;  
(c) (i) any money market funds registered under the Investment Company Act of   
1940, as amended, (A) which has total assets of at least $1,000,000,000, or (B) 
whose net asset values are reported on a daily basis in THE WALL STREET JOURNAL 
and (ii) any other money market funds that are deemed to be acceptable to the   
Bank in its sole judgment; (d) any municipal bond issued by any state, city or  
local agency or authority of the United States which is rated at least BBB by   
Standard & Poor's Rating Service, a division of McGraw-Hill, Inc., and Baa by   
Moody's Investors Service, Inc., and which has a remaining maturity not in      
excess of five years; (e) any United States Treasury bills; (f) any United      
States Treasury notes or United States Treasury bonds which have a remaining    
maturity not in excess of five years; and (g) any cash, in each case net of any 
margin or other similar Indebtedness.                                           

      "LOAN" means any Revolving A Loan or Revolving B Loan.

             "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters
of Credit, the L/C Applications, the Triarc Pledge Agreement, the CP Security   

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Agreement, the NP Security Agreement, the CP Accounts Assignment, the PF        
Accounts Assignment, the PF Control Agreement, the Guaranty, the Hedging        
Agreements, and all other instruments, agreements and other documents executed  
and delivered pursuant hereto or thereto.                                       

"LOAN PARTIES" means the Borrowers, PF and DWG. 

"MARKET VALUE" means:                           

         (a)     If stock, the market value shall be determined by
      multiplying (i) the per share price of such stock at the most recent
       close of trading on a trading exchange for such stock, times (ii) the
       number of shares of such stock held by the Bank as Collateral. In the
       event that stock held as Collateral is not traded on an exchange, the
     Collateral Value of such stock shall be the average quoted value of
        such stock from two reputable brokerage firms selected by the Bank. If
         no such quote is available, the value will be determined by the Bank in
its sole discretion.                                          

              (b)     If a mutual fund, the market value shall be determined
      by multiplying (i) the most recent per share net asset value of such
   mutual fund obtained from THE WALL STREET Journal, times (ii) the
         number of shares of such mutual fund held by the Bank as Collateral. In
         the event that such net asset value is not available in THE WALL STREET
         JOURNAL, the market value shall be the average value quoted to the Bank
by two reputable brokerage firms selected by the Bank.        

                (c)     If corporate bonds, the market value shall be determined
     from the most recent closing price for such bonds obtained from THE
         WALL STREET JOURNAL. If such closing price is not available in THE WALL
       STREET JOURNAL, the market value shall be the average value quoted to
 the Bank by two reputable brokerage firms selected by the Bank.

                (d)     If government or agency obligations or bonds, the market
      value shall be determined from the most recent closing bid price for
       such bonds obtained from THE WALL STREET JOURNAL. If such closing bid
     price is not available in THE WALL STREET JOURNAL, the market value
shall be the average value quoted to the Bank by two reputable
brokerage firms selected by the Bank.                         

In all other cases, securities shall be assigned such value as the Bank shall   
determine in its sole and absolute discretion.                                  

                "MATERIAL ADVERSE EFFECT" means a material adverse effect on any
of (a) the business, properties or prospects of any Loan Party , (b) the ability
of any Loan Party to perform any of the obligations of such Loan Party under    
this Agreement or any of the other Loan Documents, (c) the legality, validity or
enforceability of this Agreement or any of the other Loan Documents, (d) the    
rights and remedies of the Bank under this Agreement or any of the other Loan   
Documents, or (e) the creation, perfection or priority of security in or lien on
any of the Collateral, securing the payment of any of the Obligations.          

         "NOTES" means, collectively, the Revolving A Note and the
Revolving B Note.                                                               

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               "NOTICE OF BORROWING" means a request for a Loan, substantially
in the form of Exhibit C hereto.                                                

         "NP SECURITY AGREEMENT" means the Assignment and Security
Agreement, dated April 2, 2001, by Nelson Peltz in favor of the Collateral      
Agent, in respect of certain Partnership Interests and certain related          
collateral to secure the Obligations, as the same may be amended or otherwise   
modified from time to time.                                                     

               "OBLIGATIONS" means (i) the obligation of the Borrowers to pay,
as and when due and payable (on demand, by mandatory prepayment, by scheduled   
maturity or otherwise), all amounts from time to time owing by them in respect  
of any Loan Document, whether for principal, reimbursement obligations,         
interest, fees or otherwise, and (ii) the obligations of the Borrowers to       
perform or observe all of their other obligations from time to time existing    
under any Loan Document. It is hereby understood that in the event a Hedging    
Agreement is entered into between the Borrowers and the Bank or any Affiliate of
the Bank, any amount now or hereafter due and payable under such Hedging        
Agreement (including without limitation any Termination Compensation) shall     
constitute an Obligation under this Agreement and will be secured by the same   
Collateral that secures the Loans.                                              

               "PARTNERSHIP" means the limited partnerships listed on Schedule
I hereto (as such schedule may be amended from time to time) in which a Borrower
has a limited partnership interest.                                             

               "PARTNERSHIP AGREEMENTS" means DWG Partnership Agreement and PF
Partnership Agreement.                                                          

                "PARTNERSHIP CONSENTS" means the agreements, acknowledgments and
consents executed and delivered by each Partnership and the General Partners    
thereof, in form and substance satisfactory to the Bank, pursuant to which such 
Partnership and the General Partners thereof consent to, among other things, the
granting of a security interest in such Borrower's partnership interest in the  
Partnership in favor of the Bank and the right of the Bank to withdraw such     
Borrower's capital under certain circumstances.                                 

               "PARTNERSHIP INTEREST" means each Borrower's rights in and to a
Partnership, including such Borrower's rights under the Agreement of Limited    
Partnership of such Partnership.                                                

             "PARTNERSHIP INTEREST VALUE" means the balance of the capital
accounts of the Borrowers as set forth in the most recent quarterly report      
provided to the Borrowers and the Bank by such Partnership, net of accrued      
incentive fee allocations, estimated reserves for liabilities (for example, as  
provided under Section 10.02 of the Agreement of Limited Partnership of Everest 
Capital Fund, L.P.) and any and all other costs of withdrawing the entire amount
of the capital accounts (as determined by the general partner of the applicable 
Partnership); PROVIDED, HOWEVER, that if the Bank has not received a quarterly  
report from a Partnership within 60 days of the most recent fiscal quarter of   
such Partnership, the Partnership Interest Value of such Partnership shall be   
determined by the Bank in its sole and absolute discretion.                     

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       "PARTNERSHIP SECURITY AGREEMENTS" means the CP Security
Agreement and the NP Security Agreement, collectively.                          

"PERMITTED LIEN" means:                         

                       (i)     Liens created by or otherwise existing under or
        in connection with this Agreement or the other Loan Documents in favor
of the Bank;                                                  

                      (ii)    Liens for taxes, assessments, charges or other
governmental levies not yet due;                              

              (iii)   carriers', warehousemen's, mechanics',
        materialmen's, repairmen's or other like Liens arising in the ordinary
       course of business which are not overdue or which are being contested
in good faith by appropriate proceedings;                     

                       (iv)    pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers under
       insurance or self-insurance arrangements, in each case arising in the
ordinary course;                                              

                   (v)     deposits to secure the performance of bids,
    trade contracts (other than for borrowed money), leases, statutory
   obligations, surety and appeal bonds, performance bonds and other
 obligations of a like nature incurred in the ordinary course of
business; and                                                 

               (vi)    Liens in connection with attachments or
   judgments (including judgment or appeal bonds), PROVIDED that the
       judgments secured shall, within 10 days after the entry thereof, have
      been discharged or execution thereof stayed pending appeal, or shall
      have been discharged within 10 days after the expiration of any such
stay.                                                         

               "PERSON" means an individual, corporation, partnership, limited
liability company, business trust, association, joint-stock company, trust,     
unincorporated organization, joint venture or Governmental Authority or other   
regulatory body.                                                                

               "PF" means Peltz Family Limited Partnership, a Delaware limited
partnership.                                                                    

            "PF ACCOUNTS ASSIGNMENT" means the Pledge Agreement by PF in
favor of the Collateral Agent, dated April 2, 2001, in respect of the Account   
maintained by PF and certain related collateral to secure the Obligations, as   
the same may be amended or otherwise modified from time to time.                

                "PF CONTROL AGREEMENT" means the Account Control Agreement dated
April 2, 2001, by and among PF, the Bank and PaineWebber Incorporated, as       
amended or otherwise modified from time to time.                                

         "PF PARTNERSHIP AGREEMENT" means the Agreement of Limited
Partnership of PF, dated as of __________, ___, 1995, by and among the          

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Borrowers, as general partners, and Andrew Peltz and Claudia Peltz, as custodian
for each of Mathew Peltz, William Peltz, Bradley Peltz, Brittany Peltz, Darren  
Peltz and Nicola Peltz, as limited partners, of PF.                             

               "PLEDGED SHARES" shall have the meaning assigned thereto in the
Triarc Pledge Agreement.                                                        

             "PRIME RATE" means the annual rate of interest announced from
time to time as the Bank's "prime" lending rate (which the Borrowers acknowledge
does not necessarily represent the best or most favored rate offered by the Bank
to its best or any particular customers). Whenever applicable to a Loan, the    
floating interest rate shall be adjusted automatically as and when the Bank's   
Prime Rate shall change on any business day(s).                                 

            "REGULATION D" means Regulation D of the Board, as in effect
from time to time, or any regulation of the Board that replaces Regulation D.   

                "REGULATIONS T, U OR X" means Regulations T, U or X of the Board
as in effect from time to time, or any regulation of the Board that replaces    
Regulation T, U or X                                                            

               "REVOLVING A ADVANCE PERCENTAGE" means 60%, subject to decrease
in accordance with Section 2.1(d)(iii) hereof.                                  

            "REVOLVING A COMMITMENT" means the commitment of the Bank to
make Revolving A Loans to the Borrowers pursuant to Section 2.1(a) hereof in an 
aggregate principal amount not to exceed $37,500,000 at any time outstanding, as
such amount may be reduced or terminated in accordance with the terms and       
conditions of this Agreement.                                                   

                "REVOLVING A LOANS" has the meaning assigned to such term in the
recitals hereof.                                                                

          "REVOLVING A MARGIN CALL PERCENTAGE" means 65%, subject to
decrease in accordance with Section 2.1(d)(iii) hereof.                         

        "REVOLVING A NOTE" means a demand promissory note of the
Borrowers, substantially in the form of Exhibit A hereto, evidencing the        
Indebtedness resulting from the making of the Revolving A Loans and delivered to
the Bank pursuant to Article III hereof, as such demand promissory note may be  
modified or extended from time to time, and any promissory note or notes issued 
in exchange or replacement therefor.                                            

           "REVOLVING B ADVANCE PERCENTAGE" means, with respect to the
Partnership Interest, 50%, and with respect to the Accounts, 70%.               

                "REVOLVING B ADVANCE VALUE" means the sum of (i) the Revolving B
Advance Percentage of the Partnership Interest Value, and (ii) the Revolving B  
Advance Percentage of the Accounts Value.                                       

               "REVOLVING B COLLATERAL" means the Accounts and the Partnership
Interests, and any and all other Collateral covered by the Accounts Assignments 
or the Partnership Security Agreements.                                         

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            "REVOLVING B COMMITMENT" means the commitment of the Bank to
make Revolving B Loans to the Borrowers pursuant to Section 2.2(a) hereof in an 
aggregate principal amount not to exceed $12,500,000 at any time outstanding, as
such amount may be reduced or terminated in accordance with the terms and       
conditions of this Agreement.                                                   

                "REVOLVING B LOANS" has the meaning assigned to such term in the
recitals hereto.                                                                

               "REVOLVING B MARGIN CALL PERCENTAGE" means, with respect to the
Partnership Interest, 55%, and with respect to the Accounts, 75%.               

            "REVOLVING B NOTE" means a promissory note of the Borrowers,
substantially in the form of Exhibit B hereto, evidencing the Indebtedness      
resulting from the making of the Revolving B Loans and delivered to the Bank    
pursuant to Article III hereof, as such promissory note may be modified or      
extended from time to time, and any promissory note or notes issued in exchange 
or replacement therefor.                                                        

           "RULE 144" means Rule 144 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933.                           

         "SEC" means the Securities and Exchange Commission or any
replacement national securities exchange.                                       

         "STATED AMOUNT" means the maximum aggregate amount of all
drawings which may be made, at the time of determination or thereafter, under a 
Letter of Credit.                                                               

              "TERMINATION COMPENSATION" means all amounts from time to time
owing by a Borrower in respect of any Hedging Agreement as calculated pursuant  
to the terms thereof, including, without limitation, all termination            
compensations and all other losses, costs, expenses, penalties, liabilities and 
other amounts payable by a Borrower in respect of a Hedging Agreement, all      
interest (including, without limitation, all interest and other amounts that    
accrue or otherwise become payable after the commencement of any case,          
proceeding or other action relating to bankruptcy, insolvency or reorganization 
of a Borrower whether or not the payment of such interest or other amount is    
unenforceable or is not allowable due to the existence of such case, proceeding 
or other action), and all of the fees, commissions, costs, expenses,            
indemnifications and all other amounts due or to become due under a Hedging     
Agreement, in each case that would be payable in connection with the termination
of such Hedging Agreement in accordance with such Hedging Agreement.            

                "TERMINATION DATE" means January 2, 2003 or, with respect to any
Commitment, such earlier date on which such Commitment shall be terminated      
pursuant to this Agreement.                                                     

              "TRIARC" means Triarc Companies, Inc., a Delaware corporation.

           "TRIARC COLLATERAL" means all of the property (tangible and
intangible) purported to be subject to the lien or security interest purported  
to be created by the Triarc Pledge Agreement.                                   

               "TRIARC COLLATERAL VALUE" means, with respect to any Collateral
consisting of shares of issued and outstanding common stock of Triarc, the      
amount determined by multiplying (i) the Market Value of such shares in which   

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the Bank has a perfected, first priority security interest, times (ii) the      
portion of such shares allocable to Nelson Peltz, which initially is two-thirds.

       "TRIARC PLEDGE AGREEMENT" means the Pledge and Security
Agreement, dated January 25, 1996, made by DWG in favor of the Collateral Agent,
in respect of certain shares of stock issued by Triarc and certain related      
collateral to secure the Obligations, as the same may be amended or otherwise   
modified from time to time.                                                     

              Section 1.2     COMPUTATION OF TIME PERIODS. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until" 
each means "to but excluding".                                                  

            Section 1.3     ACCOUNTING AND OTHER TERMS. Unless otherwise
expressly stated herein, all accounting terms used in this Agreement which are  
not otherwise defined herein shall be construed in accordance with sound        
accounting principles applied on a basis consistent with those used in the      
preparation of the financial statements referred to in Section 4.10(a) hereof.  
All terms used in this Agreement which are defined in Article 8 or Article 9 of 
the Uniform Commercial Code in effect in the State of New York on the date      
hereof and which are not otherwise defined herein shall have the same meanings  
herein as set forth therein. Any gender specific term is applicable to both     
genders, as the context may require, whenever used herein.                      

ARTICLE II
 THE LOANS

Section 2.1     REVOLVING A LOANS               

       (a)     MAKING THE REVOLVING A LOANS. The Bank has made
"Revolving A Loans" (as defined in the Existing Credit Agreement) to the        
Borrowers under the Existing Credit Agreement, which remain outstanding on the  
Effective Date (immediately prior to the effectiveness of this Agreement). Upon 
the effectiveness of this Agreement, each "Revolving A Loan" (as defined in the 
Existing Credit Agreement) shall automatically be deemed to be a "Revolving A   
Loan" to the Borrowers by the Bank under this Agreement. In addition, the Bank  
agrees, on the terms and conditions hereinafter set forth, to make Revolving A  
Loans to the Borrowers from the Effective Date to the Termination Date in an    
aggregate principal amount at any one time outstanding not to exceed the amount 
of the Revolving A Commitment. The Bank shall have no obligation to make a      
Revolving A Loan if the sum of the aggregate principal amount of the outstanding
Revolving A Loans plus the principal amount of such requested Revolving A Loan  
would exceed the amount equal to the Revolving A Advance Percentage of the      
Triarc Collateral Value. Each Revolving A Loan shall be in an amount equal to   
$100,000 or an integral multiple thereof, and shall be made on at least one     
Business Day's prior written notice. Each Notice of Borrowing with respect to a 
Revolving A Loan shall be irrevocable, shall be signed by either Borrower (it   
being understood that only the signature of one Borrower shall be required) and 
shall be in writing, substantially in the form of Exhibit C hereto, specifying, 
INTER ALIA, the proposed amount of such Revolving A Loan and the Business Day   
for such Revolving A Loan. On the Business Day specified and upon fulfillment of

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the applicable terms and conditions set forth in Article III hereof, the Bank   
will make the proceeds of such Revolving A Loan available to the Borrowers by   
crediting Account Number 350-902-9720 maintained with the Bank, at its office in
Charlotte, North Carolina, not later than 2:00 P.M. (Charlotte time) on such    
date. Within the limits of the Revolving A Commitment, the Borrowers may borrow,
prepay and reborrow pursuant to this Section 2.1(a) until the Termination Date. 

            (b)     REPAYMENT AND INTEREST. The Borrowers will repay the
unpaid principal amount of and accrued interest on the Revolving A Loans UPON   
DEMAND by the Bank. In the absence of a prior demand (but without limiting the  
Bank's right to make a demand at any time in its sole and absolute discretion)  
the principal amount of and accrued interest on the Revolving A Loans shall in  
any event be due and payable on the Termination Date. The outstanding principal 
balance of each Revolving A Loan will bear interest at a rate per annum equal at
all times during each Interest Period to the sum of the Adjusted LIBOR for such 
Interest Period plus the Applicable Margin, from the date of the making of such 
Loan until such Loan is paid in full. In the absence of prior demand, interest  
on each Revolving A Loan shall be paid in arrears on the first day of each month
and on each date on which such Revolving A Loan becomes due and payable (whether
at stated maturity, by acceleration, upon demand or otherwise).                 

        (c)     OPTIONAL PREPAYMENT. Any Borrower may prepay any
Revolving A Loan in whole at any time or in part from time to time, without     
penalty or premium, each such prepayment to be accompanied by the payment of    
accrued interest to the date of such prepayment on the amount prepaid, PROVIDED 
that (i) each partial prepayment shall be in a principal amount equal to        
$100,000 or an integral multiple thereof, (ii) a Borrower shall give the Bank   
irrevocable written notice at least one Business Day prior to the date of the   
prepayment of a Revolving A Loan, (iii) after giving effect to any partial      
prepayment of a Revolving A Loan the principal amount thereof remaining         
outstanding shall not be less than $100,000 or an integral multiple thereof, and
(iv) each prepayment shall be accompanied by the payment of accrued interest to 
the date of such prepayment on the amount prepaid and shall be subject to the   
provisions of Section 2.10. Each notice of prepayment shall be irrevocable and  
shall specify the date and the amount of the prepayment and identify the        
Revolving A Loans to be prepaid. Any amount of principal of a Revolving A Loan  
prepaid may be reborrowed in accordance with Section 2.1(a).                    

                (d)     MANDATORY PREPAYMENT. (a) (i) So long as any Revolving A
Loan is outstanding or the Bank shall have any Revolving A Commitment hereunder,
the Borrowers will, unless the Bank shall otherwise consent in writing, maintain
as collateral security for the Revolving A Loans, accrued interest thereon and  
the other related Obligations, Triarc Collateral with an Adjusted Triarc        
Collateral Value in excess of the unpaid principal balance of the Revolving A   
Loans and accrued interest thereon. If at any time the Bank determines that the 
aggregate principal amount of the outstanding Revolving A Loans equals or       
exceeds an amount equal to the Revolving A Margin Call Percentage of the Triarc 
Collateral Value, the Borrowers will, upon five (5) days' written notice from   
the Bank, either (A) prepay the Revolving A Loans by an amount sufficient such  
that, after such prepayment, the aggregate principal amount of the outstanding  
Revolving A Loans does not exceed the amount equal to the Revolving A Advance   
Percentage of the Triarc Collateral Value or (B) provide for a grant to the     
Collateral Agent, as collateral security for the Revolving A Loans, accrued     

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interest thereon and the other related Obligations, a perfected, first priority 
security interest in, and lien on, additional collateral that is in such amounts
and having such market values, liquidity, volatility, marketability and other   
characteristics as the Bank may in its sole discretion determine to be          
acceptable and sufficient to cause, after the grant of such additional security 
interest, the aggregate principal amount of the outstanding Revolving A Loans   
and accrued interest thereon not to exceed the amount equal to the sum of (I)   
the Revolving A Advance Percentage of the then current Triarc Collateral Value, 
plus (II) the loan value assigned by the Bank (in its sole discretion) to any   
other Collateral provided to the Collateral Agent pursuant to clause (B) above  
(and in connection with such grant, the Borrowers will execute and deliver such 
agreements, instruments, legal opinions and other documents as the Bank may     
reasonably request). Without limiting the generality of the foregoing, it is    
hereby understood and agreed that the Bank shall have no obligation whatsoever  
to accept additional shares of Triarc stock as collateral, whether to satisfy   
any obligation of the Borrowers that may arise under this Section 2.1(d) or     
otherwise.                                                                      

                   (ii)    If on any date (A) the sum of the aggregate
   principal amount of outstanding Revolving A Loans exceeds (B) the
       amount of the Revolving A Commitment, the Borrowers shall immediately
 prepay the Revolving A Loans in an amount equal to such excess.

                        (iii)   If the shares of the Triarc Class A Common Stock
         shall cease to be listed on the New York Stock Exchange or the American
Stock Exchange or included for trading on the NASDAQ Stock    
      Market/National Market System (a "Delisting Event"), the Bank may at
any time upon obtaining knowledge of the occurrence (or future
       occurrence) of such event decrease the Revolving A Advance Percentage
     and the Revolving A Margin Call Percentage (in either case, to such
percentage as the Bank may in its sole and absolute discretion
         determine). The decrease of the Revolving A Advance Percentage shall be
        effective on the later to occur of (i) one Business Day after the Bank
      gives either Borrower notice of such decrease, or (ii) any Delisting
         Event, and the decrease in the Revolving A Margin Call Percentage shall
      be effective on the later to occur of (i) 20 Business Days after the
Bank gives either Borrower notice of such decrease or (ii) any
Delisting Event.                                              

                   (iv)    Each prepayment shall be accompanied by the
   payment of accrued interest to the date of such prepayment on the
        amount prepaid and shall be subject to the provisions of Section 2.10.

                (e)     OPTIONAL COMMITMENT REDUCTION. Either Borrower may, upon
at least two Business Days' notice to the Bank, terminate the Revolving A       
Commitment at any time or reduce the amount of the Revolving A Commitment from  
time to time during the period from the date hereof to and including the        
Termination Date, PROVIDED that each such reduction shall be in an amount equal 
to $100,000 or an integral multiple thereof, and the amount of the Revolving A  
Commitment after any reduction shall be greater than or equal to the aggregate  
principal amount of all Revolving A Loans then outstanding.                     

Section 2.2     REVOLVING B LOANS               

       (a)     MAKING THE REVOLVING B LOANS. The Bank has made
"Revolving B Loans" (as defined in the Existing Credit Agreement) to the        
Borrowers under the Existing Credit Agreement, which remain outstanding on the  

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Effective Date (immediately prior to the effectiveness of this Agreement). Upon 
the effectiveness of this Agreement, each "Revolving B Loan" (as defined in the 
Existing Credit Agreement) shall automatically be deemed to be a "Revolving B   
Loan" to the Borrowers by the Bank under this Agreement. In addition, the Bank  
agrees, on the terms and conditions hereinafter set forth, to make Revolving B  
Loans to the Borrowers from the Effective Date to the Termination Date in an    
aggregate principal amount at any one time outstanding not to exceed the amount 
of the Revolving B Commitment (less the aggregate amount of any L/C             
Outstandings). The Bank shall have no obligation to make a Revolving B Loan if  
either (i) the sum of the aggregate principal amount of the outstanding         
Revolving B Loans plus the principal amount of such requested Revolving B Loan  
would exceed the Available Revolving B Commitment, or (ii) the sum of (A) the   
aggregate principal amount of the outstanding Revolving B Loans, (B) the        
principal amount of the requested Revolving B Loan, and (C) the L/C Outstandings
would exceed the amount equal to the Revolving B Advance Value. Each Revolving B
Loan shall be in an amount equal to $100,000 or an integral multiple of $100,000
in excess thereof, and shall be made on at least one Business Day's prior       
written notice. Each Notice of Borrowing with respect to a Revolving B Loan     
shall be irrevocable, shall be signed by either Borrower (it being understood   
that only the signature of one Borrower shall be required) and shall be in      
writing, substantially in the form of Exhibit D hereto, specifying, INTER ALIA, 
the proposed amount of such Revolving B Loan and the Business Day for such      
Revolving B Loan. On the Business Day specified and upon fulfillment of the     
applicable terms and conditions set forth in Article III hereof, the Bank will  
make the proceeds of such Revolving B Loan available to the Borrowers by        
crediting Account Number 350-902-9720 maintained with the Bank, at its office in
Charlotte, North Carolina, not later than 2:00 P.M. (Charlotte time) on such    
date. Within the limits of the Revolving B Commitment, the Borrowers may borrow,
prepay and reborrow pursuant to this Section 2.2(a) until the Termination Date. 
It is understood and agreed that from time to time the Bank may issue Letters of
Credit for the account of a Borrower pursuant to L/C Applications, and that such
Letters of Credit and any unpaid drawings shall reduce any amount available to  
be borrowed under the Revolving B Commitment.                                   

            (b)     REPAYMENT AND INTEREST. The Borrowers will repay the
unpaid principal amount of and accrued interest on the Revolving B Loans on the 
Termination Date. The outstanding principal balance of each Revolving B Loan    
will bear interest at a rate per annum equal at all times during each Interest  
Period to the sum of the Adjusted LIBOR for such Interest Period plus the       
Applicable Margin, from the date of the making of such Loan until such Loan is  
paid in full. Interest on each Revolving B Loan shall be paid in arrears on the 
first day of each month and on each date on which such Revolving B Loan becomes 
due and payable (whether at stated maturity, by acceleration, upon demand or    
otherwise).                                                                     

        (c)     OPTIONAL PREPAYMENT. Any Borrower may prepay any
Revolving B Loan in whole at any time or in part from time to time, without     
penalty or premium, each such prepayment to be accompanied by the payment of    
accrued interest to the date of such prepayment on the amount prepaid, PROVIDED 
that (i) each partial prepayment shall be in a principal amount equal to        
$100,000 or an integral multiple thereof, (ii) a Borrower shall give the Bank   
irrevocable written notice at least one Business Day prior to the date of the   
prepayment of a Revolving B Loan, (iii) after giving effect to any partial      
prepayment of a Revolving B Loan the principal amount thereof remaining         

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outstanding shall not be less than $100,000, and (iv) each prepayment shall be  
accompanied by the payment of accrued interest to the date of such prepayment on
the amount prepaid and shall be subject to the provisions of Section 2.10. Each 
notice of prepayment shall be irrevocable and shall specify the date and the    
amount of the prepayment and identify the Revolving B Loans to be prepaid. Any  
amount of principal of a Revolving B Loan prepaid may be reborrowed in          
accordance with Section 2.2(a).                                                 

            (d)     MANDATORY PREPAYMENT. (i) So long as any Revolving B
Loan, any Letter of Credit is outstanding, any L/C Outstandings exist or the    
Bank shall have any Revolving B Commitment hereunder, the Borrowers will, unless
the Bank shall otherwise consent in writing, maintain as collateral security for
the Revolving B Loans and L/C Outstandings, accrued interest thereon and the    
other related Obligations in respect thereof Revolving B Collateral with an     
Adjusted Revolving B Collateral Value in excess of the sum of the unpaid        
principal balance of the Revolving B Loans, the L/C Outstandings and accrued    
interest and unpaid commitment fee thereon. If at any time the Bank determines  
that the aggregate principal amount of the outstanding Revolving B Loans, the   
L/C Outstandings and accrued interest and unpaid commitment fee thereon equals  
or exceeds an amount equal to the Adjusted Revolving B Collateral Value, the    
Borrowers will, upon five (5) days' written notice from the Bank, either (A)    
prepay the Revolving B Loans by an amount sufficient such that, after such      
prepayment, the aggregate principal amount of the outstanding Revolving B Loans,
the L/C Outstandings and accrued interest and unpaid commitment fee thereon does
not exceed the amount equal to the Revolving B Advance Value, or (B) provide for
a grant to the Collateral Agent, as collateral security for the Revolving B     
Loans, the L/C Outstandings and accrued interest and unpaid commitment fee      
thereon and the other related Obligations in respect thereof, a perfected, first
priority security interest in, and lien on, additional collateral that is in    
such amounts and having such market values, liquidity, volatility, marketability
and other characteristics as the Bank may in its sole discretion determine to be
acceptable and sufficient to cause, after the grant of such additional security 
interest, the aggregate principal amount of the outstanding Revolving B Loans,  
the L/C Outstandings and accrued interest and unpaid commitment fee thereon not 
to exceed the amount equal to the sum of (I) the Revolving B Advance Value, plus
(II) the loan value assigned by the Bank (in its sole discretion) to any other  
Collateral provided to the Bank pursuant to clause (B) above (and in connection 
with such grant, the Borrowers will execute and deliver such agreements,        
instruments, legal opinions and other documents as the Bank may reasonably      
request). Without limiting the generality of the foregoing, it is hereby        
understood and agreed that the Bank shall have no obligation whatsoever to      
accept additional interests in any Partnership as additional collateral to      
satisfy any obligation of the Borrowers that may arise under this Section       
2.2(d).                                                                         

                   (ii)    If on any date (A) the sum of the aggregate
principal amount of outstanding Revolving B Loans plus the L/C
        Outstandings exceeds (B) the amount of the Revolving B Commitment, the
       Borrowers shall immediately prepay the Revolving B Loans in an amount
equal to such excess (or, to the extent no Revolving B Loan is
outstanding, provide cash collateral for L/C Outstandings (in 
accordance with Section 2.13 hereof)).                        

                   (iii)   Each prepayment shall be accompanied by the
   payment of accrued interest to the date of such prepayment on the
        amount prepaid and shall be subject to the provisions of Section 2.10.

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                (e)     OPTIONAL COMMITMENT REDUCTION. Either Borrower may, upon
at least two Business Days' notice to the Bank, terminate the Revolving B       
Commitment at any time or reduce the amount of the Revolving B Commitment from  
time to time during the period from the date hereof to and including the        
Termination Date, PROVIDED that each such reduction shall be in an amount equal 
to $100,000 or an integral multiple thereof, and the amount of the Revolving B  
Commitment after any reduction shall be greater than or equal to the sum of the 
aggregate principal amount of all Revolving B Loans then outstanding plus the   
L/C Outstandings.                                                               

               Section 2.3     ADDITIONAL MANDATORY PREPAYMENT. If at any time
the Bank, in its sole discretion, determines that any of the transactions       
contemplated by this Agreement or any of the other Loan Documents violate any   
provision of Regulations T, U or X, the Borrowers will, upon five (5) day's     
written notice from the Bank, either (A) prepay the Loans by an amount          
sufficient such that, after such prepayment, the transactions contemplated by   
the Loan Documents will not violate any provision of Regulations T, U or X (as  
determined by the Bank in its sole discretion), or (B) provide for a grant to   
the Bank, as collateral security for the Loans and all other Obligations, a     
perfected, first priority security interest in, and lien on, additional         
collateral that is in such amounts and having such market values, liquidity,    
volatility, marketability and other characteristics as the Bank may in its      
sole discretion determine to be acceptable and sufficient to cause, after the   
grant of such additional security interest, the transactions contemplated by    
the Loan Documents not to violate any provision of Regulations T, U or X (and   
in connection with such grant, the Borrowers will execute and deliver such      
agreements, instruments, legal opinions and other documents as the Bank may     
reasonably request).                                                            

          Section 2.4     DEFAULT INTEREST. Notwithstanding anything
herein to the contrary, after the occurrence and during the continuance of an   
Event of Default, each Loan shall bear interest at a rate per annum equal to    
the sum of (i) the Base Rate in effect from time to time, plus (ii) 3% (the     
"DEFAULT RATE"), payable on demand.                                             

         Section 2.5     EVIDENCE OF CREDIT EXTENSIONS. (a) On the
Effective Date, the Borrowers are executing and delivering to the Bank the      
Revolving A Note and the Revolving B Note, each dated the Effective Date, in    
substantially the form attached hereto as Exhibit A and Exhibit B,              
respectively, made by the Borrowers to the order of the Bank and in the         
original principal amount of $37,500,000 and $12,500,000, respectively. The     
Revolving A Loans shall be evidenced by the Revolving A Note, and the           
Revolving B Loans shall be evidenced by the Revolving B Note. On the Effective  
Date, the Revolving A Note (as defined in the Existing Credit Agreement) shall  
be amended, superseded and replaced by the Revolving A Note and the Revolving   
B Note (as defined in the Existing Credit Agreement) shall be amended,          
superseded and replaced by the Revolving B Note. It is the intention of the     
parties hereto that this Amendment shall not in any way constitute (i) an       
extinguishment of the indebtedness of the Borrowers under the Revolving A Note  
and Revolving B Note (each, as defined in the Existing Credit Agreement), (ii)  
a release of the Borrowers from such obligations, or (iii) a novation of the    
Revolving A Note or Revolving B Note (each, as defined in the Existing Credit   
Agreement). Promptly after delivery of the Revolving A Note and Revolving B     
Note, duly executed by the Borrowers to the Bank, the Revolving A Note,         

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Revolving B Note and the Line Note (each, as defined in the Existing Credit     
Agreement), shall each be marked "cancelled" and replaced by the Revolving A    
Note and Revolving B Note, respectively.                                        

                (b)     The Bank shall record advances and principal payments of
each Loan on the grid attached to the applicable Note or, at its option, in its 
records. The Bank's record of any Loan shall be conclusive absent demonstrable  
error. Notwithstanding the foregoing, the failure to make or an error in making 
a notation with respect to any Loan or any payment shall not limit or otherwise 
affect the Obligations of the Borrowers hereunder or under any Note.            

               Section 2.6     PAYMENT. Payment of principal, interest and any
other sums due under this Agreement and under each Note shall be made without   
set-off or counterclaim in dollars and in immediately available funds on the    
day such payment is due not later than 12:00 Noon New York time. All sums       
received after such time shall be deemed received on the next Business Day and  
principal payments or sums (other than interest) due hereunder shall bear       
interest for an additional day. All payments shall be made to the Bank, if by   
wire transfer, to Bank of America, N.A., 101 South Tryon Street, Charlotte, NC  
28255, ABA #053-000-196, Credit Account: Cost Center 00066, Re: Loan Payment    
for Nelson Peltz, with a Loan Number to be specified by the Bank, Special       
Instructions: Contact Angela James (704-386-5422) upon receipt; if by mail, to  
Bank of America, N.A., P.O. Box 70520, Charlotte, NC 28272-0520; or to such     
other address as the Bank may advise either Borrower in writing.                

       Section 2.7     COMPUTATIONS OF INTEREST; BUSINESS DAY.

             (a)     All computations of interest under this Agreement and
each Note shall be made on the basis of a year of three hundred sixty (360) and 
actual days elapsed. Interest shall accrue on each Loan outstanding from and    
including the date such Loan is made by the Bank to but excluding the date on   
which such Loan is repaid.                                                      

               (b)     Payment of all amounts due hereunder shall be made on a
Business Day. Any payment due on a day that is not a Business Day shall be made 
on the next Business Day unless the next Business Day would fall in the next    
calendar month, in which case such payment shall be made on the Business Day    
immediately preceding the due date.                                             

Section 2.8     INCREASED COSTS, ETC.           

               (a)     If, after the date of this Agreement, due to either (i)
the introduction of or any change in or in the interpretation of any law or     
regulation or (ii) the compliance with any guideline or request from any central
bank or other Governmental Authority (whether or not having the force of law),  
there shall be any (x) change in the basis of taxation of payments to the Bank  
of the principal of or interest on any Loan (excluding changes in the rate of   
tax payable on the Bank's overall income and bank franchise taxes) or (y)       
imposition or change in any reserve or similar requirement, and the result of   
any of the foregoing is an increase in the cost to the Bank of agreeing to make 
or making, funding or maintaining the Loans (which, with respect to any Loan    
which is then accruing interest at a rate based on Adjusted LIBOR, is not       
otherwise included in its determination of Adjusted LIBOR), then the Borrowers  
shall from time to time, upon demand by the Bank, pay to the Bank an additional 
amount sufficient to compensate the Bank for such increased cost. A certificate 

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as to the amount of such increased cost, submitted to either Borrower by the    
Bank shall be conclusive and binding for all purposes, absent demonstrable      
error.                                                                          

              (b)     If the Bank determines that compliance with any law or
regulation or any guideline or request from any central bank or other           
Governmental Authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by the Bank  
or any corporation controlling the Bank and that the amount of such capital is  
increased by or based upon the existence of any of the Loans or any of the      
Commitments, then the Borrowers shall, upon demand by the Bank, pay to the Bank 
an additional amount sufficient to compensate the Bank or such corporation in   
the light of such circumstances, to the extent that the Bank reasonably         
determines such increase in capital to be allocable to the existence of any of  
the Loans or any of the Commitments. A certificate as to such amounts submitted 
to the Borrowers by the Bank shall be conclusive and binding for all purposes,  
absent demonstrable error.                                                      

              (c)     Prior to making any demand for compensation under this
Section 2.8, (i) the Bank will use reasonable efforts (consistent with its      
internal policy and legal and regulatory restrictions) to file any certificate  
or document requested by a Borrower or to change the jurisdiction of its lending
office if the making of such a filing or change would avoid the need for, or    
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the judgment of the Bank, be otherwise disadvantageous to the     
Bank, and (ii) the Bank will permit the Borrowers to prepay all or any part of  
the affected Loans, together with interest to the date of payment and payment of
funding losses pursuant to Section 2.10, PROVIDED that nothing herein shall     
relieve the Borrowers from their obligations to compensate the Bank for         
increased costs or reduced return incurred prior to the taking of the actions   
contemplated by clauses (i) and (ii) above.                                     

      Section 2.9     ILLEGALITY. If, after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any       
change in an existing law, rule or regulation, or any change in the             
interpretation or administration thereof by any Governmental Authority charged  
with the interpretation or administration thereof, or compliance by the Bank    
with any request or directive (whether or not having the force of law) of any   
such Governmental Authority, makes it unlawful or impossible for the Bank to    
make, maintain or fund any Loan at an interest rate based on Adjusted LIBOR,    
the Bank shall forthwith give notice thereof to the Borrowers, whereupon the    
obligation of the Bank to make Loans at a rate based on Adjusted LIBOR shall    
be suspended until the Bank notifies the Borrowers that the circumstances       
giving rise to such suspension no longer exist. The Bank will use reasonable    
efforts (consistent with its internal policy and legal and regulatory           
restrictions) to file any certificate or document requested by a Borrower or    
to change the jurisdiction of its lending office if the making of such a        
filing or change would avoid the need for, or reduce the amount of, any such    
additional amounts that may thereafter accrue and would not, in the judgment    
of the Bank, be otherwise disadvantageous to the Bank. If the Bank makes a      
reasoned determination that it may not lawfully continue to maintain and fund   
any Loan to maturity at a rate based on Adjusted LIBOR, and so specifies in     
such notice, then effective on the date specified in such notice each affected  
Loan shall bear interest at the Base Rate in effect from time to time, payable  
monthly in arrears (in the absence of prior demand).                            

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      Section 2.10    FUNDING LOSSES. The Borrowers agree to
reimburse the Bank and to hold the Bank harmless from any loss or expense       
which the Bank may sustain or incur as a consequence of:                        

           (a)     the failure of the Borrowers to make any payment or
required prepayment of principal of any Loan (including payments made after any 
acceleration thereof);                                                          

           (b)     the failure of the Borrowers to make any prepayment
permitted hereunder after giving notice thereof;                                

              (c)     the repayment of a Loan on a day which is not the last
day of an Interest Period (whether due to acceleration, demand, mandatory or    
optional prepayment, or otherwise); or                                          

         (d)     the failure for any reason (other than a wrongful
default by the Bank) of a Borrower to borrow any Loan after notice has been     
given to the Bank in accordance with Section 2.1(a) or 2.2(a) hereof (whether or
not such notice is withdrawn);                                                  

including any such loss or expense arising from the liquidation or              
reemployment of funds obtained by it to maintain a Loan hereunder at a rate     
based on Adjusted LIBOR or from fees payable to terminate the deposits from     
which such funds were obtained. Solely for purposes of calculating amounts      
payable by the Borrowers to the Bank under this section, each Loan bearing      
interest at a rate based on Adjusted LIBOR (and each related reserve, special   
deposit or similar requirement) shall be conclusively deemed to have been       
funded by a matching deposit in Dollars in the interbank eurodollar market for  
a comparable amount and for the respective Interest Period, whether or not      
such Loan was in fact so funded.                                                

               Section 2.11    UNAVAILABILITY. If the Bank determines that for
any reason adequate and reasonable means do not exist for ascertaining          
Adjusted LIBOR for any Interest Period, the Bank will forthwith give notice of  
such determination to a Borrower. Commencing at the end of each Interest        
Period then in effect, the respective Loan shall bear interest at the Base      
Rate (rather than at a rate based on Adjusted LIBOR) until the Bank revokes     
such notice in writing.                                                         

              Section 2.12    SPECIAL PREPAYMENT. The provisions of Sections
2.8, 2.9 and 2.10 shall also apply to any assignee permitted pursuant to        
Section 7.7 and shall apply to any unassigned portion of the Loans retained by  
the Bank (regardless of whether the Bank may have sold a participation          
interest in such retained portion to a participant permitted pursuant to        
Section 7.7). If demand for payment is made pursuant to Section 2.8 or 2.10 or  
if notice of illegality is given pursuant to Section 2.9, whether by any such   
permitted assignee or by the Bank on behalf of any such permitted participant,  
then the Borrowers may prepay in full (but not in part) such assignee's or      
participant's interest in the Loans on the last day of the Interest Period      
during which such demand for additional amounts was made or during which such   
notice of illegality was given. Any principal amount, interest or increased     
costs received by any such assignee or participant pursuant to this Section     
2.12 shall not be required to be shared with the Bank and any other assignees   
or participants.                                                                

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           Section 2.13    CASH COLLATERAL FOR LETTERS OF CREDIT. If a
Borrower is required pursuant to the terms of this Agreement or any other Loan  
Document to provide cash collateral in respect of the Letters of Credit         
(including, without limitation, pursuant to Section 2.2(d)(ii) or Section       
6.2(e) hereof), the Borrowers shall deposit in an account with the Bank an      
amount in cash equal to the L/C Outstandings (or such lesser amount as shall    
be required hereunder or thereunder). Any such deposit shall be held by the     
Bank as collateral for the payment and performance of the Obligations. The      
Bank shall have exclusive dominion and control, including the exclusive right   
of withdrawal, over any such account. Other than any interest earned on the     
investment of such deposits in investments customarily provided by the Bank in  
respect of such deposits, which investments shall be selected by the Bank in    
its sole but reasonable discretion (unless an Event of Default shall have       
occurred and be continuing, in which case the Bank shall have the option, in    
its sole discretion, to decline to invest such deposits), such deposits shall   
not bear interest. Interest or profits, if any, on such investments shall       
accumulate in such account. Moneys in such account shall automatically be       
applied by the Bank to reimburse the Bank for payments made under Letters of    
Credit and, if the maturity of the Loans has been accelerated, may be applied   
(at the Bank's discretion) to satisfy the Obligations secured thereby. If a     
Borrower is required to provide an amount of cash collateral hereunder as a     
result of an Event of Default, such amount (to the extent not applied as        
aforesaid) shall be returned to a Borrower promptly after all Events of         
Default have been cured or waived.                                              

 ARTICLE III
CONDITIONS PRECEDENT

                Section 3.1     CONDITIONS TO INITIAL LOAN. This Agreement shall
become effective on the date that the Bank shall have received the following,   
each in form and substance satisfactory to the Bank and its counsel and,        
unless indicated otherwise, dated the Effective Date:                           

             (a)     AGREEMENT. A copy of this Agreement, duly executed by
the Borrowers.                                                                  

                (b)     REVOLVING A NOTE. The Revolving A Note, duly executed by
the Borrowers.                                                                  

                (c)     REVOLVING B NOTE. The Revolving B Note, duly executed by
the Borrowers.                                                                  

               (d)     THE PF ACCOUNTS ASSIGNMENT. The PF Accounts Assignment,
duly executed by PF.                                                            

           (e)     FORM U-1. Federal Reserve Forms U-1 provided for in
Regulation U issued by the Board, the statements made in which shall be such,   
in the opinion of the Bank, as to permit the transactions contemplated hereby   
in accordance with such Regulation.                                             

             (f)     PARTNERSHIP AGREEMENTS. A copy of the DWG Partnership
Agreement and the PF Partnership Agreement, duly certified by a partner of DWG  
and a partner of PF, respectively.                                              

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                (g)     FINANCIAL STATEMENTS. A copy of the balance sheet of DWG
as at December 31, 2000, duly certified by a partner of DWG.                    

         (h)     PF FINANCING STATEMENTS. Acknowledgment copies of
appropriate financing statements on Form UCC-1, duly executed by PF and duly    
filed in such office or offices as may be necessary or, in the opinion of the   
Bank, desirable to perfect the security interests purported to be created by    
the PF Accounts Assignment.                                                     

                (i)     LIEN REPORTS. Certified copies of requests for copies or
information on Form UCC-11, listing all effective financing statements which    
name either Borrower, PF or DWG as debtor and which are filed in the offices    
required by the Bank, together with copies of such financing statements, none   
of which, except as otherwise agreed to in writing by the Bank, shall cover     
any of the Collateral.                                                          

              (j)     OPINION OF COUNSEL TO BORROWERS. An opinion, dated the
Effective Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison,    
counsel to the Borrowers, PF and DWG, in the form of Exhibit F hereto.          

         (k)     ACKNOWLEDGMENT AND CONSENT. An Acknowledgment and
Consent by DWG, duly executed by DWG.                                           

         (l)     ACKNOWLEDGMENT AND CONSENT. An Acknowledgment and
Consent by PF, duly executed by PF.                                             

                (m)     PARTNERSHIP DOCUMENTS. Partnership Consents with respect
to each Partnership, together with a copy of each such Person's organizational  
document.                                                                       

             (n)     NP SECURITY AGREEMENT The NP Security Agreement, duly
executed by Nelson Peltz.                                                       

             (o)     CP SECURITY AGREEMENT The CP Security Agreement, duly
executed by Claudia Peltz.                                                      

              Section 3.2     CONDITIONS TO ALL LOANS. The obligation of the
Bank to make any Loan is subject to the conditions precedent that:              

       (a)     The following statements shall be true, and the
acceptance of the proceeds of such Loan by a Borrower shall be deemed to be a   
representation and warranty of each Borrower on the date of such Loan that, (i) 
the representations and warranties contained in Article IV of this Agreement and
in each other Loan Document and certificate or other writing delivered to the   
Bank pursuant hereto on or prior to the date for such Loan are true and correct 
on and as of such date as though made on and as of such date; (ii) no Event of  
Default or Default has occurred and is continuing or would result from the      
making of such Loan to be made on such date; and (iii) no material adverse      
change in the financial condition, properties or prospects of any Loan Party    
shall have occurred and be continuing on the date of each request for a Loan;   
and                                                                             

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             (b)     The Bank shall have received a Notice of Borrowing in
accordance with Section 2.1(a) or 2.2(a) hereof, as applicable, with respect to 
any Revolving A Loan or Revolving B Loan.                                       

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Bank that:       

            Section 4.1     GOOD TITLE TO DWG INTEREST. Nelson Peltz and
Peter W. May are the sole general partners and the sole limited partners of     
DWG, which interests are owned free and clear of any Lien.                      

                Section 4.2     NO INSOLVENCY PROCEEDINGS. The Borrowers have no
knowledge of any insolvency proceeding of any type instituted with respect to   
PF, DWG or Triarc.                                                              

              Section 4.3     NO DEFAULT. No Default or Event of Default has
occurred and is continuing.                                                     

               Section 4.4     ENFORCEABLE OBLIGATIONS. The Borrowers have the
legal capacity and right to execute, deliver and perform this Agreement, each   
Note and the other Loan Documents. This Agreement, each Note and the other      
Loan Documents constitute legal, valid and binding obligations of the           
Borrowers, enforceable against each Borrower that is a party thereto in         
accordance with their respective terms.                                         

         Section 4.5     NO LEGAL BAR. The execution, delivery and
performance of this Agreement, each Note and the other Loan Documents, and the  
borrowings hereunder, will not violate any law or regulation (including,        
without limitation, Regulations T, U or X) or any contractual obligation of     
either Borrower and will not result in the creation or imposition of a Lien on  
any property of a Borrower, other than security interests created by the Loan   
Documents.                                                                      

              Section 4.6     NO LITIGATION. Except as disclosed on Schedule
4.6, there is no litigation or proceeding of or before any arbitrator or        
Governmental Authority pending or threatened against any Loan Party (as to      
which either Borrower has received notice in writing) (a) with respect to this  
Agreement, any Loan, the use of the proceeds thereof or the Triarc Collateral,  
or (b) which could reasonably be expected to have a Material Adverse Effect.    

                Section 4.7     TAXES. (a) The Borrowers have filed or caused to
be filed all tax returns which are required to be filed and have paid all       
taxes shown to be due and payable on such returns or on any assessments made    
against them or any of their property by any Governmental Authority except to   
the extent any such taxes are being contested in good faith and any exceptions  
thereto are set forth on Schedule 4.7. No tax Lien has been filed with respect  
to any material tax liability against either Borrower, and, to the Borrowers'   
knowledge, no tax assessment is pending against either Borrower, except as set  
forth on Schedule 4.7.                                                          

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         (b)     The Borrowers have furnished to the Bank true and
correct copies of the federal and state tax returns of PF for calendar year     
1999.                                                                           

          Section 4.8     PARTNERSHIP AGREEMENTS. The Borrowers have
delivered to the Bank a true and correct copy of the Partnership Agreements,    
as in effect on the date hereof.                                                

                Section 4.9     APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by either Borrower of any Loan          
Document to which such Person is a party.                                       

               Section 4.10    FINANCIAL CONDITION. (a) The personal financial
statements (including the notes relating thereto) of the Borrowers dated        
December 31, 2000, copies of which have been previously delivered to the Bank,  
fairly present the financial condition of the Borrowers as at the date          
thereof, and since such date there has been no material adverse change in the   
financial condition, properties or prospects of either Borrower.                

                (b)     The balance sheet of DWG as at December 31, 2000, copies
of which have been previously delivered to the Bank, fairly presents the        
financial condition of DWG as at such date, all in accordance with sound        
accounting principles consistently applied, and since December 31, 2000 there   
has been no material adverse change in the financial condition, properties or   
prospects of DWG (it being understood that any decrease in the per share price  
of common stock of Triarc shall not constitute a material adverse change for    
purposes of this paragraph).                                                    

               Section 4.11    REGULATION U. Such Borrower is not and will not
be engaged in the business of extending credit for the purpose of purchasing    
or carrying margin stock (within the meaning of Regulation U issued by the      
Board), and no proceeds of any Loan will be used for the purpose, whether       
immediate, incidental or ultimate, of purchasing or carrying margin stock, or   
to refinance any loan or other Indebtedness the proceeds of which were used to  
purchase or carry, any margin stock or to extend credit to others for the       
purpose of purchasing or carrying any margin stock.                             

           Section 4.12    PURPOSE OF LOANS. The proceeds of each Loan
will be used only for specific investment purposes, but in no event shall such  
proceeds be used for any investment purpose inconsistent with Section 4.11      
hereof.                                                                         

             Section 4.13    FULL DISCLOSURE. No Loan Document or schedule
or exhibit thereto, and no certificate, report, statement or other document or  
information furnished to the Bank in connection herewith or with the            
consummation of the transactions contemplated hereby, contains any material     
misstatement of fact or omits to state a material fact or any fact necessary    
to make the statements contained herein or therein not misleading in light of   
the circumstances under which they were made. There is no fact known to any     
Borrower (other than public information as to matters of a general economic     
nature) that materially adversely affects the financial condition of a          
Borrower, PF or DWG or the value of any of the Collateral that has not been     
disclosed to the Bank in writing prior to the Effective Date.                   

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ARTICLE V 
COVENANTS 

           So long as any Obligation is outstanding, the Guaranty, any
Letter of Credit or any Hedging Agreement is outstanding or the Bank shall      
have any Commitment hereunder, the Borrowers will, unless the Bank shall        
otherwise consent in writing:                                                   

            Section 5.1     FINANCIAL STATEMENTS. Deliver to the Bank in
form and detail satisfactory to the Bank:                                       

                (a)     as soon as available, but not later than sixty (60) days
after the end of each calendar quarter and for that portion of the calendar     
year ending with such quarter, a statement of assets and liabilities            
(including, without limitation, contingent liabilities) of the Borrowers as of  
the close of such quarter, certified by the Borrowers to the best of their      
knowledge as being true and complete in all material respects;                  

               (b)     together with each statement of assets and liabilities,

                        (i)     a letter showing which assets each Borrower owns
         individually, which assets are owned by the other Borrower individually
        and which assets are owned jointly by the Borrowers. Such assets shall
      be valued on a basis consistent with that used in the preparation of
      the December 31, 2000 statement of assets and liabilities, except as
     explained in any notes to the quarterly statement which such letter
accompanies; and                                              

                   (ii)    an update on the status of the audit by the
       Internal Revenue Service of the Borrower's federal tax returns (which
         update may be included in the footnotes to such statement of assets and
liabilities; the level of disclosure for such updates will be 
 sufficient if the same as for previous updates included in such
footnotes);                                                   

              (c)     as soon as available and in any event not more than 90
days after the end of each calendar year, (i) a statement of personal cash      
flow of the Borrowers for the year then ended and projected cash flow of the    
Borrowers for the following year, certified by the Borrowers to the best of     
their knowledge as being true and complete in all material respects, and (ii)   
a balance sheet of DWG, showing the financial condition of DWG as of the close  
of such year and prepared in accordance with sound accounting principles        
consistently applied, all certified by its partners as fairly presenting in     
all material respects the financial condition of DWG;                           

              (d)     promptly after the filing thereof but in any event not
later than October 30 of each year, copies of all Federal and state tax         
returns required to be filed by PF for the preceding calendar year; and         

                (e)     promptly upon request, such other information concerning
the operations, condition (financial or otherwise), business, assets or         
prospects of any Loan Party as the Bank from time to time may reasonably        
request.                                                                        

      Section 5.2     NOTICES.  Promptly notify the Bank of:

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          (a)     the occurrence of any Default or Event of Default;

            (b)     (i) any breach or non-performance of, or any default
under, any contractual obligation of any Loan Party which could have a          
Material Adverse Effect; and (ii) any action, suit, litigation or proceeding    
which may exist at any time which could reasonably be expected to have a        
Material Adverse Effect;                                                        

                (c)     the commencement of, or any material development in, any
litigation or proceeding affecting any Loan Party (i) which could reasonably    
be expected to have a Material Adverse Effect, (ii) in which the relief sought  
is an injunction or other stay of the performance of this Agreement, any Note   
or any other Loan Document or (iii) any litigation involving any of the         
Collateral; and                                                                 

             (d)     any Material Adverse Effect subsequent to the date of
the most recent statement of assets and liabilities of the Borrowers delivered  
to the Bank pursuant to Section 5.1.                                            

Each notice pursuant to this section shall be accompanied by a written          
statement signed by the Borrowers, setting forth details of the occurrence      
referred to therein, and stating what action the Borrowers propose to take      
with respect thereto and at what time. Each notice under Section 5.2(a) shall   
describe with particularity the provisions of this Agreement, the particular    
Note or other Loan Document that have been breached.                            

      Section 5.3     PAYMENT OF OBLIGATIONS. Pay all taxes,
assessments, governmental charges and other obligations when due, except as     
may be contested in good faith or those as to which a bona fide dispute may     
exist.                                                                          

              Section 5.4     FURTHER ASSURANCES. Execute and deliver to the
Bank such further instruments and do such other further acts as the Bank may    
reasonably request to carry out more effectively the purposes of this           
Agreement, the other Loan Documents and any agreements and instruments          
referred to herein.                                                             

               Section 5.5     DWG. Not permit DWG to (i) conduct, transact or
otherwise engage in, or commit to conduct, transact or otherwise engage in,     
any transaction, business or operation other than the ownership of the Pledged  
Shares, (ii) incur, create, assume or suffer to exist any Indebtedness or       
other liabilities or obligations, except obligations owing by it under the      
Loan Documents to which it is a party, (iii) create or suffer to exist any      
Lien upon or with respect to any of its properties, whether now owned or        
hereafter acquired, or assign any right to receive income , except for any      
Lien in favor of the Bank or the Collateral Agent, (iv) liquidate, dissolve,    
merge or consolidate with, or sell, assign, lease or otherwise dispose of       
(whether in one transaction or in a series of transaction), any of its assets   
(whether now owned or hereafter acquired) to any Person, (v) own, lease,        
manage or otherwise operate any properties or assets other than the ownership   
of the Pledged Shares, or (vi) make any payment other than in accordance with   
the provisions of the Loan Documents.                                           

             Section 5.6     PF. Not permit PF to (i) conduct, transact or
otherwise engage in, or commit to conduct, transact or otherwise engage in,     

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any transaction, business or operation other than the ownership of property to  
be held as investment, or (ii) liquidate, dissolve, merge or consolidate with   
any Person.                                                                     

            Section 5.7     CHANGE IN STATE OF RESIDENCE. Not change the
state of such Person's principal place of residence (which is currently New     
York) without (a) notifying the Bank in writing prior to such change, (b)       
designating in writing an agent for service of process in the State of New      
York and notifying the Bank of same, (c) delivering to the Bank the written     
acceptance of such agent and (d) executing such UCC financing statements as     
the Bank may reasonably request in connection with the continued perfection of  
the Bank's security interest in any of the Collateral pursuant to any Loan      
Document.                                                                       

          Section 5.8     PARTNERSHIP AGREEMENTS. Not amend, modify,
alter, terminate or waive any provision of the Partnership Agreements.          

              Section 5.9     NET WORTH. Maintain at all times a minimum Net
Worth of $150 million. As used herein, "Net Worth" means the total assets of    
the Borrowers minus the total liabilities of the Borrowers, all determined in   
accordance with sound accounting principles.                                    

Section 5.10    RULE 144 COVENANTS.             

                (a)     Not sell any securities of the same class or convertible
into the same class of securities as the Triarc Collateral, whether or not      
such securities are pledged hereunder, from the date hereof until the           
Obligations have been paid in full, and in the event of any such sale           
consented to by the Bank will furnish the Bank with a copy of any Form 144      
filed in respect of such sale. The Borrowers will cause any Person with whom    
it shall be deemed one "person" for purposes of Rule 144(a)(2) to refrain from  
selling any securities of the same class or convertible into the same class of  
securities as the Triarc Collateral, whether or not such securities are         
pledged hereunder, from the date hereof until the Obligations have been paid    
in full, all Letters of Credit cancelled, the Guaranty and any Hedging          
Agreement terminated and all of the Commitment terminated, and in the event of  
any such sale consented to by the Bank will furnish the Bank with a copy of     
any Form 144 filed in respect of such sale.                                     

              (b)     Following the occurrence and during the continuance of
an Event of Default, cooperate fully with the Bank with respect to any sale by  
the Bank of any of the Triarc Collateral, including full and complete           
compliance with all requirements of Rule 144, and will give to the Bank all     
information and will do all things necessary, including the execution of all    
documents, forms, instruments and other items, to comply with Rule 144 for the  
complete and unrestricted sale and/or transfer of the Rule 144 Securities.      

            Section 5.11    NOTICE OF DELISTING EVENT . A Borrower shall
notify the Bank in writing of the occurrence of any Delisting Event not later   
than 20 Business Days prior to such occurrence.                                 

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ARTICLE VI  
EVENTS OF DEFAULT 

            Section 6.1     EVENT OF DEFAULT. Any of the following shall
constitute an "EVENT OF  DEFAULT":                                              

              (a)     NONPAYMENT. Either (i) the Borrowers shall fail to pay
any principal of a Loan or any Note when due (whether by scheduled maturity,    
mandatory prepayment, acceleration, demand or otherwise), or (ii) the           
Borrowers shall fail to pay any interest on a Loan or any Note or any other     
amount payable hereunder and such failure shall continue for 3 Business Days,   
or (iii) a Borrower shall fail to pay any amount pursuant to the Guaranty or    
any L/C Application when due and such failure shall continue for 3 Business     
Days; or                                                                        

         (b)     REPRESENTATION OR WARRANTY. Any representation or
warranty by any Loan Party made or deemed made herein, in any other Loan        
Document or in any certificate, document or financial or other statement        
furnished by a Loan Party pursuant to a Loan Document shall have been           
incorrect or misleading in any material respect on or as of the date made or    
deemed made; or                                                                 

              (c)     OTHER DEFAULT. (i) A Borrower shall fail to perform or
observe any term or covenant in Section 2.1(d), 2.2(d), 2.4 or 2.13 hereof      
after any applicable notice and cure period expressly set forth therein, or     
(ii) a Borrower shall fail to perform or observe any term or covenant in        
Section 5.1 or 5.2 hereof after any applicable notice and cure period           
expressly set forth therein (if any), or (iii) any Loan Party shall fail to     
perform or observe any other material term or covenant contained in this        
Agreement or any other Loan Document, and not referred to in another            
subsection of this Section 6.1, and such default continues unremedied for a     
period of 20 days or (iv) a Loan Party shall fail to perform or observe any     
other term or covenant contained in this Agreement or any other Loan Document,  
and not referred to in clauses (i), (ii) or (iii) of this subsection (c) or in  
any other subsection of this Section 6.1, and such default continues            
unremedied for a period of 20 days after the Bank gives notice to either        
Borrower of same; or                                                            

                (d)     CROSS-DEFAULT. Any Loan Party (i) shall fail to make any
required payment when due in respect of any Indebtedness having a principal or  
face amount of $10,000,000 or more when due (whether at scheduled maturity or   
required prepayment or by acceleration, demand, or otherwise); or (ii) shall    
fail to perform or observe any other condition or covenant, or any other event  
shall occur or condition exist, under any agreement or instrument relating to   
any such Indebtedness, and such failure continues after the applicable grace    
or notice period, if any, specified in the document relating thereto, if the    
effect of such failure, event or condition is to cause, or to permit the        
holder or holders of such indebtedness or beneficiary or beneficiaries of such  
Indebtedness (or a trustee or agent on behalf of such holder or holders or      
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be   
due and payable prior to its stated maturity, or such contingent obligation to  
become payable or cash collateral in respect thereof to be demanded; or         

         (e)     VOLUNTARY PROCEEDINGS. Any Loan Party (i) becomes
insolvent, or generally fails to pay, or admits in writing the inability to     

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pay such Loan Party's debts as they become due, subject to applicable grace     
periods, if any, whether at stated maturity or otherwise; (ii) commences a      
proceeding under the bankruptcy laws of any state or of the United States with  
respect to such Loan Party; or (iii) takes any action to effectuate or          
authorize any of the foregoing; or                                              

               (f)     INVOLUNTARY PROCEEDINGS. (i) Any involuntary bankruptcy
proceeding is commenced or filed against any Loan Party or any writ, judgment,  
warrant of attachment, execution or similar process, is issued or levied        
against a substantial part of any Loan Party's properties, and any such         
proceeding or petition is not dismissed, or such writ, judgment, warrant of     
attachment, execution or similar process is not released, vacated or fully      
bonded within 90 days after commencement, filing or levy; (ii) any Loan Party   
admits the material allegations of a petition against such Loan Party in any    
insolvency proceeding, or an order for relief (or similar order under non-U.S.  
law) is ordered in any insolvency proceeding; or (iii) any Loan Party           
acquiesces in the appointment of a receiver, trustee, custodian, conservator,   
liquidator, mortgagee in possession (or agent therefor), or other similar       
person for a substantial portion of such Loan Party's property or business; or  

    (g)     MONETARY JUDGMENTS; LIENS. One or more final
(non-interlocutory) judgments, orders or decrees is entered against any Loan    
Party or a Lien is filed against property of any Loan Party (other than as      
contemplated hereby) involving in the aggregate liability (not fully covered    
by independent third-party insurance) as to any single or related series of     
transactions, incidents or conditions, of $10,000,000 or more, and the same     
remains unvacated and unstayed pending appeal (if a judgment) or unbonded (if   
a Lien) for a period of 10 days after the entry thereof; or                     

           (h)     IMPAIRMENT OF SECURITY. Any provision of the Triarc
Pledge Agreement, the CP Security Agreement, the NP Security Agreement, the CP  
Accounts Assignment, the PF Accounts Assignment or any other security           
document, after delivery thereof pursuant hereto, shall for any reason cease    
to be valid and binding on or enforceable against any Loan Party that is a      
party thereto, or such Loan Document ceases to create a valid security          
interest in the collateral purported to be covered thereby or such security     
interest ceases for any reason to be a perfected and first priority security    
interest; or                                                                    

            (i)     PUBLIC INFORMATION. For so long as the shares of the
Triarc Class A Common Stock shall be listed on the New York Stock Exchange or   
the American Stock Exchange or included for trading on the NASDAQ Stock         
Market/National Market System, Triarc shall at any time cease to satisfy        
either of the conditions set forth in paragraph (c) of Rule 144 (unless at      
such time pursuant to paragraph (k) of Rule 144 the Bank can sell all of the    
Triarc Class A Common Stock pledged to the Bank); or                            

              (j)     DWG CONTROL. Nelson Peltz shall cease to own directly,
beneficially and of record, not less than 66-2/3% of the partnership interests  
in DWG, or Nelson Peltz and Peter W. May shall cease collectively to own        
directly, beneficially and of record, 100% of the partnership interests in      
DWG;                                                                            

            (k)     DEATH OR INCAPACITY. Nelson Peltz shall die or shall
cease to have legal capacity;                                                   

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           (l)     HEDGING AGREEMENT. (i) Any "Event of Default" shall
occur (if the Bank is not the defaulting party), or (ii) any "Termination       
Event" shall occur and a Borrower shall fail to make any payment of             
Termination Compensation as and when due and payable, under a Hedging           
Agreement; or                                                                   

                (m)     PF CONTROL. Nelson Peltz or Claudia Peltz shall cease to
be a general partner of PF.                                                     

             Section 6.2     REMEDIES. If any Event of Default occurs, the
Bank may:                                                                       

     (a)     declare the aggregate principal amount of the
outstanding Loans, all interest accrued and unpaid thereon, and all other       
Obligations to be immediately due and payable, whereupon such Loans, all        
interest accrued and unpaid thereon, and all other Obligations shall become     
and be forthwith due and payable without presentment, demand, protest or        
further notice of any kind, all of which are hereby expressly waived by the     
Borrowers;                                                                      

        (b)     exercise all rights and remedies available to it
hereunder, under any Note, any other Loan Document or applicable law;           

               (c)     declare all or any of the Commitments to be terminated,
whereupon such Commitment(s) shall forthwith terminate;                         

          (d)     enforce, as Collateral Agent, all of the Liens and
security interests created pursuant to the Loan Documents;                      

                (e)     either (x) require that each Borrower pay to the Bank an
amount equal to the aggregate Stated Amount of all outstanding Letters of       
Credit, plus the amount covered by the Guaranty, plus the aggregate amount of   
Termination Compensation that would be payable at such time under all Hedging   
Agreements, which amount shall be held by the Bank in a cash collateral         
account to be established and maintained with the Bank in accordance with       
Section 2.13 hereof, is hereby pledged and assigned to the Bank as security     
for the Obligations and may be applied by the Bank from time to time to pay     
any of the Obligations, or (y) make payment of all or part of the Stated        
Amount of any Letter of Credit to an account at the Bank designated by the      
Bank for the purpose of future payments to be made to the beneficiary of any    
Letter of Credit, in which event such payment shall be treated in all respects  
as a drawing under such Letter of Credit in full compliance therewith           
(notwithstanding that the beneficiary shall have failed to present all or any   
of the documents or satisfied all or any of the requirements for a drawing      
thereunder) and shall result in an L/C Obligation; and                          

          (f)     enforce, as Collateral Agent, all of the Liens and
security interests pursuant to the Loan Documents;                              

PROVIDED, HOWEVER, that (i) upon the occurrence of any event specified in       
paragraph (c)(i), (f) or (g) of Section 6.1 above (in the case of clause (i)    
of paragraph (f), after the 90-day period expressly set forth therein), each    
Commitment shall automatically terminate and the aggregate principal amount of  
the outstanding Loans, all interest accrued and unpaid thereon, and all other   
Obligations, including all obligations of a Borrower in respect of any Letter   

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of Credit and the Guaranty and the Termination Compensation then payable under  
the Hedging Agreements, although contingent and unmatured, shall in each case   
automatically become immediately due and payable, without presentment, demand,  
protest or further notice of any kind, all of which are hereby expressly        
waived by the Borrowers, and (ii) in the case of any event specified in         
paragraph (c)(i) of Section 6.1 above (after the five-day period expressly set  
forth in Section 2.1(d)(i) or 2.2(d)(i) hereof, as the case may be), and        
notwithstanding any notice provisions in any other Loan Document, the           
Collateral Agent may sell all or any part of the Triarc Collateral and the      
Bank may apply the proceeds of such Collateral to the payment of the            
Obligations.                                                                    

Section 6.3     [Reserved]                      

            Section 6.4     RIGHTS NOT EXCLUSIVE. The rights provided in
this Agreement, the Notes and the other Loan Documents are cumulative and are   
not exclusive of any other rights, powers, privileges or remedies provided by   
law or in equity, or under any other instrument, document or agreement now      
existing or hereafter arising.                                                  

ARTICLE VII 
MISCELLANEOUS 

               Section 7.1     AMENDMENT AND WAIVER. No modification, consent,
amendment or waiver of any provision of this Agreement, nor consent to any      
departure by either Borrower therefrom, shall be effective unless the same      
shall be in writing and signed by a Vice President or higher level officer of   
the Bank, and then shall be effective only in the specific instance and for     
the purpose for which given.                                                    

         Section 7.2     COSTS AND EXPENSES.  The Borrowers shall:

              (a)     reimburse the Bank within five (5) Business Days after
demand for all costs and expenses incurred by the Bank, including, without      
limitation, the reasonable fees and disbursements of counsel and paralegals,    
in connection with the development, preparation, delivery, administration and   
execution of, and any amendment, supplement, waiver or modification to, this    
Agreement, any Note or any of the other Loan Documents, the review of the       
Collateral and the consummation of the transactions contemplated hereby;        

              (b)     reimburse the Bank within five (5) Business Days after
demand for all costs and expenses incurred by it, including, without            
limitation, the fees and disbursements of counsel and paralegals, in            
connection with the enforcement, attempted enforcement, or preservation of any  
rights or remedies (including in connection with any "workout" or               
restructuring regarding any of the Loans and any insolvency proceeding or       
appellate proceeding) under this Agreement, any Note or any other Loan          
Document or in respect of any of the Collateral; and                            

              (c)     reimburse the Bank within five (5) Business Days after
demand for all costs and expenses incurred by the Bank in connection with       
litigation involving the Triarc Collateral, the Revolving B Collateral or any   
of the other Collateral, whether related to enforcement thereof or otherwise.   

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         Section 7.3     JOINT AND SEVERAL OBLIGATIONS. All of the
Obligations of the Borrowers hereunder and under each Note and the other Loan   
Documents are joint and several. The Bank may, in its sole and absolute         
discretion, enforce the provisions hereof against either of the Borrowers and   
shall not be required to proceed against both Borrowers jointly or seek         
payment from the Borrowers ratably. In addition, the Bank may, in its sole and  
absolute discretion, select the Collateral of any one or more of the Loan       
Parties for sale or application to the Obligations, without regard to the       
ownership of such Collateral, and shall not be required to make such selection  
ratably from the Collateral owned by the Loan Parties. It is understood and     
agreed that Nelson Peltz and Peter W. May have agreed between themselves that   
Nelson Peltz shall have a two-thirds interest, and Peter W. May shall have a    
one-third interest, in DWG and its assets, and the Bank hereby agrees that in   
the event the Bank shall sell or otherwise dispose of any of the Triarc         
Collateral, the Bank shall apply two-thirds of the proceeds of such Triarc      
Collateral to the Obligations (or hold two-thirds of the Triarc Collateral for  
the benefit of Nelson Peltz).                                                   

               Section 7.4     DEMAND OBLIGATION. Nothing in this Agreement or
in any other Loan Document is intended to be an amendment or modification of,   
or limitation or restriction upon, any provision of the Revolving A Note        
(including, without limitation, the Borrower's obligation under the Revolving   
A Note to pay principal and interest ON DEMAND), and the provisions of the      
Revolving A Note shall be controlling and fully effective regardless of         
anything herein to the contrary. The Borrowers hereby acknowledge that the      
Bank may at any time, in its sole and absolute discretion, demand payment of    
the Revolving A Note, even if the Borrowers have fully complied with all of     
the terms and conditions of this Agreement and the other Loan Documents. THE    
REVOLVING A NOTE AND THE BORROWERS' OBLIGATIONS IN RESPECT THEREOF ARE PAYABLE  
UPON DEMAND BY THE BANK (IN ITS SOLE AND ABSOLUTE DISCRETION).                  

                Section 7.5     SET-OFF. If an Event of Default exists, the Bank
is authorized to set-off and apply any and all deposits (general or special,    
time or demand, provisional or final) at any time held by, and other            
indebtedness at any time owing to, the Bank to or for the credit or the         
account of any Borrower against any and all Obligations owing to the Bank, now  
or hereafter existing, whether or not the Bank has made demand under this       
Agreement, any Note or any other Loan Document and although such Obligations    
may be contingent or unmatured. The Borrowers hereby waive prior notice of      
such action. The Bank, however, agrees promptly to notify the Borrowers after   
any such set-off; PROVIDED, HOWEVER, that the failure to give such notice       
shall not affect the validity of such set-off. The rights of the Bank under     
this Section 7.5 are in addition to the other rights and remedies (including    
other rights of set-off) which the Bank may have.                               

              Section 7.6     WAIVER. No failure or delay on the part of the
Bank or the Borrowers in exercising any right, power or privilege under this    
Agreement and no course of dealing between the Borrowers or any other person    
and the Bank or any other person shall operate as a waiver hereof or thereof.   

Section 7.7     SUCCESSORS AND ASSIGNS.         

             (a)     This Agreement shall be binding upon and inure to the
benefit of each party hereto and its successors and assigns, except that the    

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Borrowers shall not be entitled to assign or transfer all or any of their       
rights, benefits or obligations hereunder, except for their death or mental     
incapacity.                                                                     

                (b)     The Bank may not assign or otherwise transfer any of its
rights or obligations under this Agreement except as provided in this Section   
7.7(b):                                                                         

                     (i)     Prior to approaching any Eligible Institution
  for the purpose of assigning a portion of its interest herein or
  selling a participation in its rights and obligations under this
     Agreement, the Bank shall discuss with a Borrower the names of such
        potential participants or assignees. The Bank shall not assign or sell
       a participation in its rights and obligations under this Agreement to
  any person unless a Borrower shall have consented thereto (which
consent shall not be unreasonably withheld).                  

                   (ii)    The Borrowers shall be given prompt written
    notice of any grant of any such participation or assignment, which
       notice shall include (x) the name and jurisdiction of organization of
         the participant and (y) the amount of such participation or assignment.

(iii)   The Bank agrees that:   

                             (A)     it will not assign an interest in, or
           sell a participation in, any Commitment and the outstanding
               Loans thereunder in an amount less than 15% of such Commitment;

                            (B)     it will at all times retain not less
     than 15% of each Commitment and the outstanding Loans
thereunder;                                     

                            (C)     it will provide in any assignment or
             participation agreement with any assignee or participant that
               such assignee or participant may not make a subparticipation or
            assign any portion of its interest in any Commitment and the
            outstanding Loans thereunder if, after giving effect to such
               participation or assignment, such participant or assignee would
               hold less than 15% of such Commitment and the outstanding Loans
thereunder;                                     

                               (D)     the Bank will not assign an interest or
                sell a participation in any Commitment or Loan thereunder to any
        assignee or participant who would be entitled to receive
             additional compensation under Section 2.8 at the time of such
      assignment or sale by the Bank, nor to any assignee or
             participant who would find it unlawful or impossible to make,
               maintain or fund its assigned interest or participation in such
             Loan at a rate based on Adjusted LIBOR as provided in Section
        2.9, at the time of such assignment or sale by the Bank;

                               (E)     with respect to any matter on which the
              Bank and any assignee or participant is required to vote or is
             solicited to consent pursuant to the terms of a participation
         agreement or an assignment agreement, as the case may be,
                between the Bank and such person, if the matter to be decided is
                one that does not require the unanimous consent of all assignees

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          or participants, financial institutions holding 51% of the
                outstanding Loans under the related Commitments shall decide the
    issue, provided that such 51% includes the Bank; and

                         (F)     in any participation agreement or
             assignment agreement with any participant or assignee, as the
case may be, the Bank will:                     

                                       (x)     require that any bank organized
                       outside the United States will deliver to the Bank with
                       a copy to either Borrower Internal Revenue Service Form
            4224 or 1001, duly completed and signed; and

                                        (y)     provide that each participant or
                       assignee, as the case may be, will agree to be bound by
               all the terms of this Agreement as if it were a
signatory hereto.               

                     (iv)    The Bank may, in connection with any proposed
      participation or assignment, disclose to the proposed participant or
     assignee any information relating to the Borrowers furnished to the
         Bank by or on behalf of the Borrowers; PROVIDED, that prior to any such
         disclosure, the proposed participant or assignee shall agree in writing
 to preserve the confidentiality of any confidential information
    relating to the Borrowers received by it from the Bank to the same
extent as is required of the Bank.                            

                       (v)    The Bank shall act as agent in connection with
       any transfer permitted hereunder and the administration of the Loans,
        and shall remain the holder of the Triarc Collateral and the Revolving
       B Collateral and act as collateral agent of the Triarc Collateral and
     the Revolving B Collateral holding the same for its benefit and the
    benefit of the permitted assignees and participants hereunder. The
 Borrowers shall not be required to deal with any participant or
       assignee in connection with the administration of the Loans, and each
         assignment agreement or participation agreement shall provide that each
       such assignee or participant shall deal solely with the Bank as agent
and not directly with the Borrowers.                          

               Section 7.8     CONFIDENTIALITY. The Bank agrees to take normal
and reasonable precautions and exercise due care to maintain the                
confidentiality of all information identified as "confidential" by the          
Borrowers and provided to it by the Borrowers in connection with this           
Agreement, and it shall not use any such information for any purpose or in any  
manner other than pursuant to the terms contemplated by this Agreement, except  
to the extent such information (i) was or becomes generally available to the    
public other than as a result of a disclosure by the Bank, or (ii) was or       
becomes available on a non-confidential basis from a source other than the      
Borrowers, provided that such source is not bound by a confidentiality          
agreement with the Borrowers known to the Bank; PROVIDED FURTHER, HOWEVER,      
that the Bank may disclose such information: (A) at the request or pursuant to  
any requirement of any Governmental Authority to which the Bank is subject or   
in connection with an examination of the Bank by any such authority; (B)        
pursuant to subpoena or other court process; (C) when required to do so in      
accordance with the provisions of any applicable requirement of law; (D) to     
the Bank's independent auditors and other professional advisors, all of whom    
shall have been advised of the confidential nature of such information; and     
(E) to proposed assignees or participants in accordance with Section            

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7.7(b)(iv). It is understood that the financial information to be delivered     
pursuant to Section 5.1 or any similar financial information delivered prior    
to the Effective Date shall be deemed to have been identified as confidential   
by the Borrowers.                                                               

               Section 7.9     COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and it shall not be    
necessary in making proof of this Agreement to produce or account for more      
than one such counterpart.                                                      

             Section 7.10    SEVERABILITY. Any provision of this Agreement
which is illegal, invalid or unenforceable in any jurisdiction shall, as to     
such jurisdiction, be ineffective to the extent of such illegality, invalidity  
or unenforceability without invalidating the remaining provisions hereof or     
affecting the legality, validity or enforceability of such provision in any     
other jurisdiction.                                                             

            Section 7.11    NOTICES. Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be    
in writing and shall be mailed, telegraphed, telecopied or delivered, if to     
the Borrowers, to c/o Triarc Companies, Inc., 280 Park Avenue, 41st Floor, New  
York, New York 10017, Telephone No. (212) 451-3100, Telecopy No.: (212)         
451-3216, with a copy to Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue  
of the Americas, New York New York 10019. Attention: Neale Albert, Esq.,        
Telecopier No.: (212) 757-3990, Telephone No.: (212) 373-3000; if to the Bank,  
to it at its address at Bank of America, N.A., 101 South Tryon Street,          
Charlotte, North Carolina 28255, with copies to Bank of America, N.A., 767      
Fifth Avenue, Sixth Floor, New York, New York 10153-0083, Attention: Ms. Jane   
R. Heller, Senior Vice President, Telecopier No. (212) 407-5461, Telephone No.  
(212) 407-5466, and Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New   
York 10022, Attention: Lawrence S. Goldberg, Esq., Telecopier No. (212)         
593-5955, Telephone No. (212) 756-2000; or, as to each party, at such other     
address as shall be designated by such party in a written notice to the other   
party complying as to delivery with the terms of this Section 7.11. Any notice  
to the Bank by any Borrower or Borrowers shall be binding on all of the         
Borrowers. The Bank may, and is hereby authorized, in its sole discretion, to   
act in accordance with the terms hereof upon receipt of any notice, including,  
without limitation, a Notice of Borrowing, by any Borrower or Borrowers as      
though such notice had been signed by both of the Borrowers, and all of the     
rights and remedies of the Bank, and Obligations of the Borrowers, shall be in  
full force and effect notwithstanding that any Borrower did not execute or      
consent to such Notice of Borrowing or other notice. All such notices and       
other communications shall be effective (i) if mailed, when deposited in the    
mails, (ii) if telegraphed, when delivered to the telegraph company, (iii) if   
telecopied, upon receipt, or (iv) if delivered, upon delivery, except that      
notices to the Bank pursuant to Article II hereof shall not be effective until  
received by the Bank.                                                           

               Section 7.12    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK         

             Section 7.13    ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN
OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT      
OF OR RELATING TO THIS AGREEMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR      
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,        

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SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL       
ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF  
PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF            
J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL      
RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES    
SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT  
HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION,           
INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY       
CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING        
JURISDICTION OVER SUCH ACTION.                                                  

               (I)     SPECIAL RULES. THE ARBITRATION SHALL BE
       CONDUCTED IN THE COUNTY OF ANY BORROWER'S DOMICILE AT THE TIME OF THE
   EXECUTION OF THIS AGREEMENT AND ADMINISTERED BY J.A.M.S. WHO WILL
        APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION  
    ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED
       WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR
 SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE
COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS. 

              (II)    RESERVATION OF RIGHTS. NOTHING IN THIS
         ARBITRATION PROVISION SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF
   ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY
       WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT, OR DOCUMENT; OR (II)
       BE A WAIVER BY THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C.
       SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
     RIGHT OF THE BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS
      (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR
         PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL
       OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF,
   WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE BANK MAY
         EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN
    SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE
 PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS
AGREEMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE
        INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
     OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
    PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE
         MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

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            Section 7.14    ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND  
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT    
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN  
THE PARTIES.                                                                    

              Section 7.15    DELISTING EVENT . Subject to the rights of the
Bank to decrease the Revolving A Advance Percentage and the Revolving A Margin  
Call Percentage under section 2.1(d)(iii) hereof, the occurrence of a           
Delisting Event shall not in and of itself constitute an Event of Default.      

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       IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.      

                        /s/ Nelson Peltz
                                         ---------------------------------
                    Nelson Peltz

                         /s/ Claudia Peltz
                                         ---------------------------------
                     Claudia Peltz

                             BANK OF AMERICA, N.A.

                                   By: /s/ Rosemary T. Vrablic
                                             -----------------------------
                                          Name:  Rosemary T. Vrablic
                                            Title  Senior Vice President

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AMENDMENT NO. 1 TO  
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

      AMENDMENT NO. 1 (the "AMENDMENT"), dated as of November 20, 2001, to
the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2001 (as  
previously amended, the "CREDIT AGREEMENT"), by and between NELSON PELTZ and    
CLAUDIA PELTZ (the "BORROWERS"), and BANK OF AMERICA, N.A., formerly known as   
NationsBank, N.A. (the "BANK").                                                 

 WHEREAS, the Borrowers and the Bank have entered into the Third
Amended and Restated Credit Agreement, pursuant to which the Bank agreed to     
make loans (each a "LOAN" and collectively the "LOANS") to the Borrowers in an  
aggregate principal amount at any time outstanding not to exceed the amounts    
of the Commitments referred to therein;                                         

     WHEREAS, it was a condition precedent to the making of the Loans by
the Bank that, among other things, the Borrowers shall have pledged to the      
Collateral Agent for the benefit of the Lenders, and granted to the Collateral  
Agent for the benefit of the Lenders a security interest in, all of the         
Borrowers' rights in the Partnerships set forth on Schedule I to the Credit     
Agreement;                                                                      

     WHEREAS, the Borrowers have requested that the Collateral Agent (i)
release its lien on, and security interest in, the partnership interest of      
Claudia Peltz in Everest Capital Fund, L.P. and Everest Capital Frontier, L.P.  
(collectively, the "RELEASED COLLATERAL") and (ii) consent to the investment    
of the proceeds of such Partnerships in Everest Capital Senior Debt, L.P. (the  
"NEW PARTNERSHIP"), subject to the pledge to the Collateral Agent for the       
benefit of the Lenders of, and the grant by Claudia Peltz (the "GRANTOR") of a  
perfected, first priority security interest in favor of the Collateral Agent    
for the benefit of the Lenders in, the Grantor's interest in the New            
Partnership; and                                                                

  WHEREAS, the Collateral Agent is willing to release its security
interest in the Released Collateral, subject to, among other things, the        
execution and delivery by the Borrowers of an amendment to the Credit           
Agreement;                                                                      

     NOW, THEREFORE, the Borrowers and the Bank hereby agree as follows:

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

  2.       AMENDMENT TO CREDIT AGREEMENT. Schedule I to the Credit
Agreement is hereby amended by replacing Schedule I to the Credit Agreement     
with Schedule I hereto, which shall be Schedule I to the Credit Agreement for   
all purposes thereof.                                                           

3.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Bank as follows:                                 

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              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Bank.                                                   

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such Borrower of this Amendment, or  
the performance of the Credit Agreement, as amended, or any other Loan          
Document to which such Borrower is a party.                                     

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Credit Agreement, as amended hereby, and each other Loan      
Document to which such Borrower is a party constitutes, and each Loan Document  
to which such Borrower will be a party, when delivered hereunder, will          
constitute, a legal, valid and binding obligation of such Borrower,             
enforceable against such Borrower in accordance with its respective terms.      

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in Section 4 of this Amendment and in Article IV of  
the Credit Agreement, and of each Loan Party in each other Loan Document and    
certificate or other writing delivered to the Bank pursuant hereto or thereto   
on or prior to the date hereof are true and correct in all material respects    
on and as of such date as though made on and as of such date, except to the     
extent that any such representation and warranty expressly relates solely to    
an earlier date (in which case such representation and warranty shall be true   
and correct on and as of such earlier date); (ii) no Event of Default or        
Default has occurred and is continuing or would result from the effectiveness   
of this Amendment; and (iii) since the date of the Credit Agreement, no         
material adverse change in the operations, condition (financial or otherwise),  
business, assets, income or prospects of such Borrower has occurred and is      
continuing.                                                                     

   4.       CONDITIONS. This Amendment shall become effective on the
date (the "EFFECTIVE DATE") as of which each of the following conditions        
precedent shall have been satisfied in a manner satisfactory to the Bank:       

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                (a)      The Bank shall have received the following, each in
form and substance satisfactory to the Bank:                                    

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

              (ii)     the Acknowledgment and Consent,
substantially in the form attached hereto as Exhibit I, duly executed by DWG    
and PF;                                                                         

                           (iii)    Amendment No.1 to the CP Security Agreement;

                         (iv)     the Consent and Recognition of the General
Partner of Everest Capital Senior Debt, L.P., duly executed by an authorized    
agent of Everest Capital Senior Debt, L.P. and a general partner thereof,       
together with a copy of the New Partnership's organizational document;          

                    (v)      the undated Assignment of Partnership
Interest made by Claudia Peltz in respect of her limited partnership interest   
in the New Partnership;                                                         

                         (vi)     a copy of appropriate financing statements
on Form UCC-1, duly filed in such office or offices as may be necessary or, in  
the opinion of the Bank, desirable to perfect the security interests purported  
to be created by Amendment No.1 to the CP Security Agreement; and               

                         (vii)    certified copies of requests for copies or
information on Form UCC-11, listing all effective financing statements which    
name Claudia Peltz as debtor and which are filed in the offices required by     
the Bank, together with copies of such financing statements, none of which,     
except as otherwise agreed to in writing by the Bank, shall cover any of the    
Collateral.                                                                     

                (b)      (i) The representations and warranties contained in
Section 3 hereof, in Article IV of the Credit Agreement and in each other Loan  
Document and certificate or other writing delivered to the Bank pursuant        
hereto on or prior to the Effective Date are true and correct on and as of the  
Effective Date as though made on and as of the Effective Date, except to the    
extent that any such representation and warranty expressly relates solely to    
an earlier date (in which case such representation and warranty shall be true   
and correct on and as of such earlier date); (ii) no Event of Default or        
Default has occurred and is continuing or would result from this Amendment;     
and (iii) since the date of the Credit Agreement, no material adverse change    
in the financial condition, properties or prospects of any Loan Party has       
occurred and is continuing on the Effective Date.                               

  5.       ACKNOWLEDGMENT, WAIVER AND CONSENT. (a) Pursuant to the
request of the Borrowers and in accordance with Section 7.1 of the Credit       
Agreement and Section 12(a) of the CP Security Agreement, the Bank hereby       
consents to, and waives any noncompliance with Section 5(e) of the CP Security  
Agreement by reason of the redemption by Claudia Peltz of the partnership       
interests in Everest Capital Fund L.P. and Everest Capital Frontier, L.P.       

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            (b)      The waiver set forth in this Section 5 shall be
effective only for the specific purpose and in the specific instance described  
above, and shall not otherwise modify any of the obligations of any Loan Party  
under the Loan Documents.                                                       

6.       MISCELLANEOUS.                                       

         (a)      CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT.
Except as otherwise expressly provided herein, the Credit Agreement is, and     
shall continue to be, in full force and effect and is hereby ratified and       
confirmed in all respects, except that on and after the date hereof (i) all     
references in the Credit Agreement to "this Agreement", "hereto", "hereof",     
"hereunder" or words of like import referring to the Credit Agreement shall     
mean the Credit Agreement as amended by this Amendment, and (ii) all            
references in the other Loan Documents to the "Credit Agreement", "thereto",    
"thereof", "thereunder" or words of like import referring to the Credit         
Agreement shall mean the Credit Agreement as amended by this Amendment.         

                (b)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (c)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (d)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (e)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Bank (including, without  
limitation, the reasonable fees and other client charges of Schulte Roth &      
Zabel LLP) in connection with the Credit Agreement, this Amendment and the      
related agreements, instruments and other documents.                            

             (f)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

             (g)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE BANK
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE BANK IN THE  
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.                

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.                   

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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AMENDMENT NO. 2 TO  
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

      AMENDMENT NO. 2 (the "AMENDMENT"), dated as of December 31, 2002, to
the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2001 (as  
previously amended, the "CREDIT AGREEMENT"), by and between NELSON PELTZ and    
CLAUDIA PELTZ (the "BORROWERS"), and BANK OF AMERICA, N.A., formerly known as   
NationsBank, N.A. (the "BANK").                                                 

   The Borrower and the Bank have entered into the Third Amended and
Restated Credit Agreement, pursuant to which the Bank has agreed to make        
certain loans during the period from the Effective Date (as defined in the      
Credit Agreement) to the Termination Date (currently, January 2, 2003), which   
loans must be repaid on the Termination Date. The Borrowers have requested      
that the Bank extend the Termination Date, from January 2, 2003 to April 2,     
2003. The Bank is willing to extend the Termination Date to April 2, 2003,      
subject to the terms and conditions set forth herein.                           

     NOW, THEREFORE, the Borrowers and the Bank hereby agree as follows:

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

  2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:                                                      

           (a)      Section 1.01 of the Credit Agreement is hereby
amended by deleting the definition of Termination Date in its entirety, and by  
substituting the following:                                                     

               ""TERMINATION DATE" means April 2, 2003 or, with respect to
              any Commitment, such earlier date on which such Commitment
    shall be terminated pursuant to this Agreement."

           (b)      Section 1.01 of the Credit Agreement is hereby
amended by adding the following defined term in the appropriate alphabetical    
order therein:                                                                  

                         ""MAY CREDIT AGREEMENT" means the Third Amended and
           Restated Credit Agreement dated as of April 2, 2000, as
                amended by Amendment No. 1 dated as of November 20, 2001, as
              amended by Amendment No. 2 dated as of September 30, 2002,
               as amended by Amendment No. 3 dated as of December 31, 2002
            and as may further be amended or otherwise modified from
               time to time, between Peter W. May and Leni May and Bank of
America, N.A."                              

          (c)      Section 7.3 of the Credit Agreement is hereby
amended to read as follows:                                                     

                        "Section 7.3 JOINT AND SEVERAL OBLIGATIONS. All of
             the Obligations of the Borrowers hereunder and under each
                Note and the other Loan Documents are joint and several. The
              Bank may, in its sole and absolute discretion, enforce the

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               provisions hereof against either of the Borrowers and shall
                not be required to proceed against both Borrowers jointly or
             seek payment from the Borrowers ratably. In addition, the
             Bank may, in its sole and absolute discretion, select the
              Collateral of any one or more of the Loan Parties for sale
            or application to the Obligations, without regard to the
              ownership of such Collateral, and shall not be required to
                make such selection ratably from the Collateral owned by the
              Loan Parties. It is understood and agreed that at the date
            hereof Nelson Peltz and Peter W. May have agreed between
              themselves that Nelson Peltz owns two-thirds of the Triarc
                shares owned by DWG (the "PELTZ INTEREST"), and Peter W. May
              owns one-third of the Triarc shares owned by DWG (the "MAY
             INTEREST"). The Bank hereby agrees that if as a result of
             the occurrence and continuance of an Event of Default (as
                defined in the May Credit Agreement), the Bank exercises its
           rights and remedies under the May Credit Agreement, the
         Bank's recourse and rights with respect to the Triarc
             Collateral arising from such an Event of Default shall be
               limited solely to the May Interest; it being understood and
               agreed that no such Event of Default will give the Bank the
              right to sell, transfer, dispose of, foreclose on, or take
         any other action with respect to, the Peltz Interest.

3.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Bank as follows:                                 

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Bank.                                                   

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such Borrower of this Amendment, or  
the performance of the Credit Agreement, as amended, or any other Loan          
Document to which such Borrower is a party.                                     

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment, the New Notes referred to below and the Credit Agreement, as         
amended hereby, and each other Loan Document to which such Borrower is a party  
constitutes, and each Loan Document to which such Borrower will be a party,     
when delivered hereunder, will constitute, a legal, valid and binding           
obligation of such Borrower, enforceable against such Borrower in accordance    
with its respective terms.                                                      

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            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 4 of this Amendment and in Article   
IV of the Credit Agreement, and of each Loan Party in each other Loan Document  
and certificate or other writing delivered to the Bank pursuant hereto or       
thereto on or prior to the date hereof are true and correct in all material     
respects on and as of such date as though made on and as of such date, except   
to the extent that any such representation and warranty expressly relates       
solely to an earlier date (in which case such representation and warranty       
shall be true and correct on and as of such earlier date); (ii) no Event of     
Default or Default has occurred and is continuing or would result from the      
effectiveness of this Amendment; and (iii) since the date of the Credit         
Agreement, no material adverse change in the operations, condition (financial   
or otherwise), business, assets, income or prospects of such Borrower has       
occurred and is continuing, except as previously disclosed in writing to the    
Bank and consented to by the Bank.                                              

   4.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Bank:                                                                           

             (a)      The Bank shall have received (i) this Amendment,
duly executed by the Borrowers, (ii) the Acknowledgment and Consent,            
substantially in the form attached hereto as Exhibit I, duly executed by DWG,   
(iii) the Amended and Restated Revolving A Note, duly executed by the           
Borrowers, substantially in the form attached hereto as Exhibit II and (iv)     
the Amended and Restated Revolving B Note, duly executed by the Borrowers,      
substantially in the form attached hereto as Exhibit III.                       

       (b)      The (i) the representations and warranties
contained in Section 4 hereof, in Article IV of the Credit Agreement and in     
each other Loan Document and certificate or other writing delivered to the      
Bank pursuant hereto on or prior to the Amendment Effective Date are true and   
correct on and as of the Amendment Effective Date as though made on and as of   
the Amendment Effective Date, except to the extent that any such                
representation and warranty expressly relates solely to an earlier date (in     
which case such representation and warranty shall be true and correct on and    
as of such earlier date); (ii) no Event of Default or Default has occurred and  
is continuing or would result from this Amendment; and (iii) since the date of  
the Credit Agreement, no material adverse change in the financial condition,    
properties or prospects of any Loan Party has occurred and is continuing on     
the Amendment Effective Date.                                                   

(c)      Miscellaneous.                     

              (d)      REPLACEMENT OF OLD NOTES. (i) Simultaneously with
the execution and delivery of this Amendment, the Borrowers are executing and   
delivering to the Bank (A) the Amended and Restated Revolving A Note dated      
December 31, 2002 (the "NEW A NOTE "), made by the Borrowers to the order of    
the Bank and in the original principal amount of $37,500,000 and (B) the        
Amended and Restated Revolving B Note dated December 31, 2002 (the "NEW B       

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NOTE" and, together with the New A Note, collectively, the "NEW NOTES"), made   
by the Borrowers to the order of the Bank and in the original principal amount  
of $12,500,000. On and after the Amendment Effective Date, the existing         
Revolving A Note and the existing Revolving B Note (each as defined in the      
Credit Agreement) (collectively, the "OLD NOTES") shall be amended, superseded  
and replaced by the New Notes. It is the intention of the Borrowers and the     
Bank that this Amendment and the substitution of the New Notes for the Old      
Notes shall not in any way constitute (x) an extinguishment of the              
indebtedness of the Borrowers under the Old Notes, (y) a release of the         
Borrowers from such obligations, or (z) a novation of the Old Notes.            

                     (ii)     Promptly after the Amendment Effective
Date, the Bank will mark the Old Notes "Canceled and Replaced."                 

                (e)      CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except
as otherwise expressly provided herein, the Credit Agreement is, and shall      
continue to be, in full force and effect and is hereby ratified and confirmed   
in all respects, except that on and after the date hereof (i) all references    
in the Credit Agreement to "this Agreement", "hereto", "hereof", "hereunder"    
or words of like import referring to the Credit Agreement shall mean the        
Credit Agreement as amended by this Amendment, (ii) all references in the       
other Loan Documents to the "Credit Agreement", "thereto", "thereof",           
"thereunder" or words of like import referring to the Credit Agreement shall    
mean the Credit Agreement as amended by this Amendment and (iii) all            
references in the Credit Agreement and in any other Loan Document to "the       
Revolving A Note" or "the Revolving B Note", "thereto", "thereof",              
"thereunder" or words of like import referring to any Old Note shall be deemed  
to be references to the applicable New Note, as such promissory note may be     
modified or extended from time to time, and any note issued in exchange or      
replacement therefor. All references in any Loan Document to "Obligations"      
shall be deemed to include any indebtedness (including, without limitation,     
principal and interest) under the New Notes.                                    

                (f)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (g)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (h)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (i)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Bank (including, without  
limitation, the reasonable fees and other client charges of Schulte Roth &      
Zabel LLP) in connection with the Credit Agreement, this Amendment and the      
related agreements, instruments and other documents.                            

             (j)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that each of this Amendment and the New Notes             
constitutes a "Loan Document."                                                  

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Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment or the New Notes shall have been untrue, false or           
misleading in any material respect when made, or (ii) the Borrowers shall fail  
to perform or observe any term, covenant or agreement contained in this         
Amendment.                                                                      

             (k)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE BANK
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE BANK IN THE  
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.                

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.                   

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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AMENDMENT NO. 3 TO  
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

      AMENDMENT NO. 3 (the "AMENDMENT"), dated as of April 2, 2003, to the
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2001 (as      
previously amended, the "CREDIT AGREEMENT"), by and between NELSON PELTZ and    
CLAUDIA PELTZ (the "BORROWERS"), and BANK OF AMERICA, N.A., formerly known as   
NationsBank, N.A. (the "BANK").                                                 

WHEREAS, the Borrowers and the Bank are parties to the Credit 
Agreement, pursuant to which the Bank has agreed to make (i) Revolving A Loans  
to the Borrowers in the aggregate principal amount not to exceed $37,500,000    
at any time outstanding and (ii) Revolving B Loans in the aggregate principal   
amount not to exceed $12,500,000 at any time outstanding;                       

     WHEREAS, the Borrowers have requested that, among other things, the
Bank (i) extend the Termination Date, from April 2, 2003 to May 5, 2005 and     
(ii) release its lien on, and security interest in, the partnership interest    
of Claudia Peltz in Everest Capital Senior Debt, L.P.; and                      

      WHEREAS, the Borrowers and the Bank are willing to modify the Credit
Agreement and other Loan Documents to effect such changes, subject to the       
other terms and conditions set forth herein.                                    

     NOW, THEREFORE, the Borrowers and the Bank hereby agree as follows:

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

  2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:                                                      

          (a)      Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                       (i)      The definition of the term "Accounts" is
hereby amended to read as follows:                                              

                  "'ACCOUNTS' means (i) account number 0252601
                maintained by Claudia Peltz with the Bank and pledged to the
         Bank pursuant to the CP Accounts Assignment, and (ii)
              account number and 45-20-025-0320192 maintained by PF with
                the Bank and pledged to the Bank pursuant to the PF Accounts
Assignment."                                

                      (ii)     The definition of the term "CP Security
Agreement" is hereby deleted in its entirety.                                   

              (iii)    The definition of the term "DWG
Partnership Agreement" is hereby amended to read as follows:                    

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                        "'DWG PARTNERSHIP AGREEMENT' means the Amended and
           Restated Agreement of Limited Partnership of DWG, dated
November 11, 2002."                         

                     (iv)     The definition of the term "Guaranteed
Borrower" is hereby deleted in its entirety.                                    

                     (v)      The definition of the term "Guaranteed
Loan" is hereby deleted in its entirety.                                        

                       (vi)     The definition of the term "Guaranty" is
hereby deleted in its entirety.                                                 

              (vii)    The definition of the term "L/C
Outstandings" is hereby amended to read as follows:                             

                  "'L/C OUTSTANDINGS' means, as at any date of
              determination thereof, the sum of (a) the aggregate Stated
            Amount of all Letters of Credit outstanding on such date
               PLUS (b) the aggregate amount of all unpaid L/C Liabilities
    on such date, plus (c) the aggregate Termination
             Compensation that would be payable to the Bank and any of
            its Affiliates if each Hedging Agreement and all related
transactions were terminated on such date." 

                         (viii)   The definition of the term "Line Loans" is
hereby deleted in its entirety.                                                 

                         (ix)     The definition of the term "Liquid Assets"
is hereby deleted in its entirety.                                              

               (x)      The definition of the term "Loan
Documents" is hereby amended to read as follows:                                

                        "'LOAN DOCUMENTS' means this Agreement, the Notes,
           the Letters of Credit, the L/C Applications, the Triarc
                Pledge Agreement, the NP Security Agreement, the CP Accounts
                Assignment, the PF Account Assignment, PF Control Agreement,
            the NP Pledge Agreement, the Hedging Agreements, and all
              other instruments, agreements and other documents executed
and delivered pursuant hereto or thereto."  

                       (xi)     The definition of the term "Partnership"
is hereby amended to read as follows:                                           

                       "'PARTNERSHIP' means the limited partnerships and
               limited liability companies listed on Schedule I hereto (as
               such Schedule I may be amended from time to time), in which
               a Borrower has a limited partnership interest or membership
interest."                                  

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                      (xii)    The definition of the term "Partnership
Security Agreements" is hereby deleted in its entirety.                         

                  (xiii)   The definition of the term "Pledged
Shares" is hereby amended to read as follows:                                   

                       "'PLEDGED SHARES' means, collectively, the shares
              of common stock issued by Triarc and pledged by (i) DWG to
             the Bank pursuant to the Triarc Pledge Agreement and (ii)
      Nelson Peltz pursuant to the NP Pledge Agreement."

                     (xiv)    Section 1.1 of the Credit Agreement is
hereby amended by adding the following defined term in the appropriate          
alphabetical order therein:                                                     

                 "'NP PLEDGE AGREEMENT' means any Pledge and
           Security Agreement (as same may be amended or otherwise
                modified from time to time), with respect to shares of stock
of Triarc securing the Obligations."        

                      (xv)     The definition of the term "Revolving B
Collateral" is hereby amended to read as follows:                               

                      "'REVOLVING B COLLATERAL' means the Accounts and
             Partnership Interests and all other Collateral covered by
           the Accounts Assignments or the NP Security Agreement."

                      (xvi)    The definition of the term "Termination
Date" is hereby amended to read as follows:                                     

                    "'TERMINATION DATE' means May 5, 2005 or, with
              respect to any Commitment, such earlier date on which such
               Commitment shall be terminated pursuant to this Agreement."

                 (xvii)   The definition of the term "Triarc
Collateral" is hereby amended to read as follows:                               

                    "'TRIARC COLLATERAL' means all of the property
            (tangible and intangible) purported to be subject to the
            lien or security interest purported to be created by the
         Triarc Pledge Agreement and the NP Pledge Agreement."

                 (xviii)  The definition of the term "Triarc
Collateral Value" is hereby amended to read as follows:                         

                     "'TRIARC COLLATERAL VALUE' means the sum of (i)
             100% of the Market Value of the Pledged Shares pledged by
             Nelson Peltz pursuant to the NP Pledge Agreement and (ii)
66.667% of the                              

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              Market Value of the Pledged Shares pledged by DWG pursuant
to the Triarc Pledge Agreement."            

                     (xix)    Section 1.1 of the Credit Agreement is
hereby amended by adding the following defined term in the appropriate          
alphabetical order therein:                                                     

                       "TRIARC SHARES' means any shares of capital stock
issued by Triarc."                                                              

               (b)      The first paragraph of Article V is hereby amended
by deleting the words "the Guaranty," appearing immediately after the words     
"any Obligation is outstanding,".                                               

              (c)      Section 5.1 is hereby amended by (i) deleting the
word "and" at the end of Section 5.1(d) thereof, (ii) redesignating Section     
5.1(e) thereof as new Section 5.1(h) thereof, and (iii) adding the following    
new Sections 5.1(e), 5.1(f) and 5.1(g) therein to read as follows:              

                         "(d) within 30 days after they become available, an
            audited consolidated statement of financial condition of
              each Partnership as at the end of each fiscal year of such
        Partnership and the related statement of operations,
prepared in accordance with GAAP;           

                        (e) Federal tax returns of the Borrowers within 15
               days of the filing date thereof, but in no event later than
             October 30 of each calendar year, certified as a true and
correct copy thereof by the Borrowers;      

                   (f) within 30 days after a Borrower's receipt
                thereof, a valuation statement, a summary of the investments
         owned by each Partnership, a statement of the capital
              account of the Borrowers in such Partnership and a copy of
              all other reports, financial statements, notices and other
               information furnished by such Partnership to the Borrowers;
and"                                        

                (d)      Each of subsections 5.5(i) and 5.5(v) of the Credit
Agreement is hereby amended by deleting the word "the" appearing in each such   
subsection before the words "Pledged Shares" and substituting therefor the      
word "its".                                                                     

              (e)      Section 5.10(a) of the Credit Agreement is hereby
amended to read as follows:                                                     

                            "(a) Not sell, transfer or otherwise
              dispose of any securities of the same class or convertible
               into the same class of securities as the Triarc Collateral,
              whether or not such securities are pledged hereunder, from
           the date hereof until the Obligations have been paid in
           full. Notwithstanding the foregoing, a Borrower may (i)
               transfer (each transfer referred to in clauses (A), (B) and
(C) below, hereinafter referred             

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               to as a "PERMITTED TRANSFER") any Triarc Shares that do not
         constitute Collateral to (A) a member of a Borrower's
               immediate family, (B) any charitable institution, or (C) an
          estate planning vehicle of a Borrower (each transferee
            described in clauses (A), (B) and (C) above, hereinafter
              referred to as a "PERMITTED TRANSFEREE"), or (ii) sell any
                Triarc Shares that do not constitute Collateral, so long as,
           in the case of any sale or transfer specified in either
         clause (i) or (ii) above, (I) no Event of Default has
                occurred and is continuing or will result therefrom and (II)
            either such Permitted Transfer is a Permitted Charitable
                Contribution, or for purposes of determining compliance with
             the volume limitation of Rule 144, (1) the sales or other
           transfers of the Pledged Shares by the Bank will not be
        aggregated with such Permitted Transfers and (2) the
                Borrowers will not permit a Permitted Transferee (other than
           with respect to a Permitted Charitable Contribution) to
            subsequently sell or transfer such Triarc Shares if such
         sale or transfer by such Permitted Transferee will be
               aggregated with any sales or other transfers of the Pledged
            Shares by the Bank. If a Borrower engages in a Permitted
               Transfer or otherwise sells or transfers Triarc Shares with
              the Bank's written consent, such Borrower will furnish the
             Bank with a copy of any Form 144 filed in respect of such
             sale or other transfer. The Borrowers will use their best
       efforts to cause any Person (other than a Permitted
             Transferee) with whom it shall be deemed one "person" for
          purposes of Rule 144(a)(2) to refrain from selling any
             securities of the same class or convertible into the same
                class of securities as the Triarc Collateral, whether or not
               such securities are pledged hereunder, from the date hereof
                until the Obligations have been paid in full, all Letters of
              Credit cancelled, any Hedging Agreement terminated and all
             of the Commitments terminated. As used herein, "PERMITTED
                CHARITABLE CONTRIBUTION" means any transfer by a Borrower of
              any Triarc Shares that do not constitute Collateral to any
             charitable institution, PROVIDED that (y) in any calendar
       quarter, the aggregate number of such Triarc Shares
                transferred by Nelson Peltz to charitable institutions shall
            not exceed 36,750, unless the aggregate number of Triarc
    Shares transferred by Peter W. May to charitable
              institutions in such calendar quarter is less than 18,250,
             in which event Nelson Peltz can so transfer to charitable
              institutions in such calendar quarter an additional number
           of such Triarc Shares equal to (1) 18,250 minus (2) the
             aggregate number of Triarc Shares actually transferred by
            Peter W. May to charitable institutions in such calendar
            quarter (it being understood and agreed that in no event
              during any calendar quarter shall Nelson Peltz transfer to
            charitable institutions a number of Triarc Shares which,
                when aggregated with the number of Triarc Shares transferred
                by Peter W. May in such calendar quarter, exceed 55,000), or
        (z) the Bank gives its prior written consent to such
                transfer, which consent shall not be unreasonably withheld."

             (f)      The Credit Agreement is hereby amended by adding
the following new Section 5.11 therein to read as follows:                      

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                       "Section 5.12 LIENS. Not create, incur, assume or
             suffer to exist any Lien (other than the Liens created in
               favor of the Collateral Agent under any Loan Document) upon
          or with respect to any of the Triarc Shares owned by a
              Borrower, whether or not such Triarc Shares are pledged to
             the Collateral Agent under any Loan Document, whether now
owned or hereafter acquired."               

           (g)      Section 6.1(a)(iii) of the Credit Agreement is
hereby amended by deleting the words "the Guaranty or" appearing immediately    
after the words "any amount pursuant to".                                       

             (h)      Section 6.1(h) of the Credit Agreement is hereby
amended to read as follows:                                                     

                       "(h) IMPAIRMENT OF SECURITY. Any provision of the
           Triarc Pledge Agreement, the NP Security Agreement, the
              Accounts Assignments or any other security document, after
                delivery thereof pursuant hereto, shall for any reason cease
              to be valid and binding on or enforceable against any Loan
               Party that is a party thereto, or such Loan Document ceases
         to create a valid security interest in the collateral
             purported to be covered thereby or such security interest
              ceases for any reason to be a perfected and first priority
security interest; or"                      

             (i)      Section 6.2(e) of the Credit Agreement is hereby
amended by deleting the words ", plus the amount covered by the Guaranty"       
appearing immediately after the words "all outstanding Letters of Credit".      

               (j)      The proviso to Section 6.2 of the Credit Agreement
is hereby amended by deleting the words "and the Guaranty" appearing            
immediately after the words "in respect of any Letter of Credit".               

     (k)      Section 7.3 is hereby amended by (i) (A)
redesignating Section 7.3 thereof as new Section 7.3(a), (ii) adding to the     
last sentence of Section 7.3(a) of the Credit Agreement the words "pledged by   
DWG" immediately after the words "Triarc Collateral", and (iii) adding the      
following new Section 7.3(b) therein to read as follows:                        

                   "(b) Notwithstanding anything to the contrary
           contained in Section 5.5, Section 5.8 or Section 6.1(j)
               hereof or in the Triarc Pledge Agreement, the Borrowers may
               liquidate or dissolve DWG, so long as (i) concurrently with
             such liquidation or dissolution, the Peltz Interest shall
         have been transferred (subject to the perfected first
             priority Lien and security interest of the Bank, securing
          the Obligations) to Nelson Peltz, (ii) Peter W. May or
            Nelson Peltz shall have given the Bank at least 30 days'
            prior written notice of such liquidation or dissolution,
                (iii) immediately after such liquidation or dissolution, the
            Bank shall have a perfected, first priority Lien on, and
security interest in the Triarc Shares      

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      comprising the Peltz Interest, as security for the
                Obligations, (iv) immediately before and after giving effect
              to such liquidation or dissolution, no Default or Event of
              Default shall exist, and (iv) the Bank shall have received
          on or before the effective date of such liquidation or
         dissolution the following, each in form and substance
         satisfactory to the Bank: (A) the NP Pledge Agreement
               (substantially similar to the Pledge and Security Agreement
               dated as of April 2, 2003, made by Peter W. May in favor of
                the Collateral Agent) providing for the pledge of the Triarc
          Shares comprising the Peltz Interest, duly executed by
              Nelson Peltz, (B) the original stock certificates, if any,
               representing 100% of the Triarc Shares comprising the Peltz
              Interest, (C) four undated stock powers endorsed in blank,
        with signatures medallion guaranteed, for each stock
             certificate referred to in clause (B) above, (D) evidence
             that a financing statement on the Collateral described in
              the NP Pledge Agreement has been duly filed in such office
            or offices as may be necessary or, in the opinion of the
               Bank, desirable to perfect the security interests purported
               to be created by the NP Pledge Agreement, (E) an opinion of
               counsel to Nelson Peltz, to the effect that (I) the holding
                period, for purposes of Rule 144(d) and (k), with respect to
      the Triarc Shares received by Nelson Peltz in such
               liquidation commenced when DWG acquired such Triarc Shares,
               (II) no law or regulation (other than applicable securities
                laws relating to the offer and sale of securities generally)
              restricts or limits the sale by Nelson Peltz of the Triarc
         Shares constituting the Peltz Interest, and (III) the
               execution and delivery of the NP Pledge Agreement by Nelson
                Peltz and the performance by Nelson Peltz of the obligations
         contemplated thereby, do not result in a breach of or
                default under the certificate of incorporation or by-laws of
                Triarc, (F) a certificate by Nelson Peltz to the effect that
           he is not a party to any agreement, instrument or other
           document that restricts or otherwise limits the sale or
            other transfer of the Triarc Shares, and (G) an issuer's
        letter from Triarc (substantially in the form of the
               issuer's letter issued by Triarc with respect to the Triarc
                Shares pledged by DWG), with respect to the pledge of Triarc
               Shares received by Nelson Peltz. The Borrowers agree to pay
             all reasonable legal fees, costs and expenses incurred by
       the Bank in connection with the foregoing. Upon the
             liquidation or dissolution of DWG and the satisfaction of
                the conditions set forth above, Section 5.5, Section 5.8 and
               Section 6.1(j) hereof and the Triarc Pledge Agreement shall
              be of no further force or effect, except for any provision
        that by its express terms is intended to survive the
       termination of the Triarc Pledge Agreement, and all
               references thereto in the Credit Agreement shall be deleted
as of such date."                           

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         (l)      Schedule I to the Credit Agreement is hereby
amended by replacing Schedule I to the Credit Agreement with Schedule I         
hereto, which shall be Schedule I to the Credit Agreement for all purposes      
thereof.                                                                        

3.       COMMITMENT FEE. On the Amendment Effective Date, the 
Borrowers shall pay to the Bank a non-refundable commitment fee (the            
"COMMITMENT FEE") equal to 1/4 of 1% of each of the Revolving A Commitment and  
the Revolving B Commitment.                                                     

4.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Bank as follows:                                 

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Collateral Agent.                                       

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such Borrower of this Amendment, or  
the performance of the Credit Agreement, as amended, or any other Loan          
Document to which such Borrower is a party.                                     

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment, the New Notes (as hereinafter defined) and the Credit Agreement, as  
amended hereby, and each other Loan Document to which such Borrower is a party  
constitutes, and each Loan Document to which such Borrower will be a party,     
when delivered hereunder, will constitute, a legal, valid and binding           
obligation of such Borrower, enforceable against such Borrower in accordance    
with its respective terms.                                                      

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 4 of this Amendment and in Article   
IV of the Credit Agreement, and of each Loan Party in each other Loan Document  
and certificate or other writing delivered to the Bank pursuant hereto or       
thereto on or prior to the date hereof are true and correct in all material     
respects on and as of such date as though made on and as of such date, except   
to the extent that                                                              

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any such representation and warranty expressly relates solely to an earlier     
date (in which case such representation and warranty shall be true and correct  
on and as of such earlier date); (ii) no Event of Default or Default has        
occurred and is continuing or would result from the effectiveness of this       
Amendment; and (iii) since the date of the Credit Agreement, no material        
adverse change in the operations, condition (financial or otherwise),           
business, assets, income or prospects of such Borrower has occurred and is      
continuing, except as previously disclosed in writing to the Bank and           
consented to by the Bank.                                                       

   5.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Bank:                                                                           

       (a)      The Bank shall have received the following
documents each in form and substance reasonably satisfactory to the Bank:       

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

              (ii)     the Acknowledgment and Consent,
substantially in the form attached hereto as Exhibit I, duly executed by DWG    
and PF;                                                                         

                        (iii)    the Second Amended and Restated Revolving
A Note, dated the Amendment Effective Date, in substantially the form attached  
hereto as Exhibit II, made by the Borrowers to the order of the Bank and in     
the original principal amount of $37,500,000 (the "REVOLVING A NOTE");          

                        (iv)     the Second Amended and Restated Revolving
B Note, dated the Amendment Effective Date, in substantially the form attached  
hereto as Exhibit III and made by the Borrowers to the order of the Bank and    
in the original principal amount of $12,500,000 (the "REVOLVING B NOTE");       

                 (v)      UCC Financing Statement Amendment,
amending Schedule A to UCC-1 Financing Statement.                               

                        (vi)     an opinion, dated the Amendment Effective
Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel  
to the Borrowers, in form and substance reasonably satisfactory to the Bank     
and its counsel; and                                                            

                  (vii)    such other agreements, instruments,
opinions and other documents as the Bank may reasonably request.                

            (b)      The Bank shall have received all fees and other
amounts due and payable to the Bank, including, without limitation, the         
Commitment Fee referred to in Section 3 hereof and all legal fees, costs and    
expenses of the Bank in connection with the Credit Agreement, this Amendment    
and the other related agreements and documents                                  

                (c)      (i) The representations and warranties contained in
Section 4 hereof, in Article IV of the Credit Agreement and in each other Loan  
Document and certificate or other writing delivered to the Bank pursuant        
hereto on or prior to the Amendment Effective Date are                          

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true and correct on and as of the Amendment Effective Date as though made on    
and as of the Amendment Effective Date, except to the extent that any such      
representation and warranty expressly relates solely to an earlier date (in     
which case such representation and warranty shall be true and correct on and    
as of such earlier date); (ii) no Event of Default or Default has occurred and  
is continuing or would result from this Amendment; and (iii) since the date of  
the Credit Agreement, no material adverse change in the financial condition,    
properties or prospects of any Loan Party has occurred and is continuing on     
the Amendment Effective Date, except as previously disclosed in writing to the  
Bank and consented to in writing by the Bank.                                   

     6.       REPLACEMENT OF OLD NOTE. Simultaneously with the execution
and delivery of this Amendment, the Borrowers are executing and delivering to   
the Bank the Revolving A Note and the Revolving B Note (collectively, the "NEW  
NOTES"). On and after the Amendment Effective Date, the existing Revolving A    
Note and Revolving B Note, each dated December 31, 2002, made by the Borrowers  
to the order of the Bank and in the original principal amount of $37,500,000    
and $12,500,000, respectively (the "OLD NOTES"), shall be amended, superseded   
and replaced by the New Notes. It is the intention of the parties hereto that   
this Amendment and the substitution of the New Notes for the Old Notes shall    
not in any way constitute (i) an extinguishment of the indebtedness of the      
Borrowers under the Old Notes, (ii) a release of the Borrowers from such        
obligations, or (iii) a novation of the Old Notes. Promptly after delivery of   
the New Notes, duly executed by the Borrowers to the Bank, the Old Notes,       
shall each be marked "cancelled" and replaced by the New Notes.                 

7.       CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. (a) All 
references in the Credit Agreement and in any other Credit Document to "the     
Revolving A Note", "the Revolving B Note", "thereto", "thereof", "thereunder"   
or words of like import referring to an Old Note shall be deemed to be          
references to the relevant New Note, as such promissory note may be modified    
or extended from time to time, and any note issued in exchange or replacement   
therefor. All references in any Credit Document to "Obligations" shall be       
deemed to include any indebtedness (including, without limitation, principal    
and interest) under the New Notes.                                              

               (b)      Except as otherwise expressly provided herein, the
Credit Agreement is, and shall continue to be, in full force and effect and is  
hereby ratified and confirmed in all respects, except that on and after the     
date hereof (i) all references in the Credit Agreement to "this Agreement",     
"hereto", "hereof", "hereunder" or words of like import referring to the        
Credit Agreement shall mean the Credit Agreement as amended by this Amendment   
and (ii) all references in the other Loan Documents to the "Credit Agreement",  
"thereto", "thereof", "thereunder" or words of like import referring to the     
Credit Agreement shall mean the Credit Agreement as amended by this Amendment   

8.       MISCELLANEOUS.                                       

                (a)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

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               (b)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (c)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

           (d)      COSTS AND EXPENSES. The Borrowers agree to pay
promptly all reasonable fees, costs and expenses of the Bank (including,        
without limitation, the reasonable fees and other client charges of Schulte     
Roth & Zabel LLP) in connection with the Credit Agreement, this Amendment and   
the related agreements, instruments and other documents.                        

             (e)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that each of this Amendment and the New Notes             
constitutes a "Loan Document." Accordingly, it shall be an Event of Default     
under the Credit Agreement if (i) any representation or warranty made by the    
Borrowers under or in connection with this Amendment or the New Notes shall     
have been untrue, false or misleading in any material respect when made, or     
(ii) the Borrowers shall fail to perform or observe any term, covenant or       
agreement contained in this Amendment.                                          

             (f)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE BANK
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE BANK IN THE  
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.                

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.                   

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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AMENDMENT NO. 4 TO  
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

      AMENDMENT NO. 4 (the "AMENDMENT"), dated as of July 23, 2004, to the
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2001 (as      
previously amended, the "CREDIT AGREEMENT"), by and between NELSON PELTZ and    
CLAUDIA PELTZ (the "BORROWERS"), and BANK OF AMERICA, N.A., formerly known as   
NationsBank, N.A. (the "BANK").                                                 

 WHEREAS, the Borrowers and the Bank have entered into the Third
Amended and Restated Credit Agreement, pursuant to which the Bank agreed to     
make loans and other financial accommodations (each a "LOAN" and collectively   
the "LOANS") to the Borrowers in an aggregate principal amount at any time      
outstanding not to exceed the amounts of the Commitments referred to therein;   

     WHEREAS, it was a condition precedent to the making of the Loans to
the Borrowers pursuant to the Credit Agreement that DWG Acquisition Group,      
L.P., a Delaware limited partnership of which Peter W. May and Nelson Peltz     
(collectively, the "GENERAL PARTNERS") are the sole general partners ("DWG"),   
execute and deliver to the Collateral Agent the Triarc Pledge Agreement,        
pursuant to which DWG pledged to the Collateral Agent, and granted to the       
Collateral Agent a security interest in, the outstanding shares (the "TRIARC    
SHARES") of capital stock issued by Triarc Companies, Inc. (the "ISSUER") from  
time to time owned by DWG;                                                      

       WHEREAS, Nelson Peltz and Peter W. May have agreed between themselves
that Nelson Peltz owns approximately two-thirds of the Triarc Shares (the       
"PELTZ INTEREST") and Peter W. May owns approximately one-third of the Triarc   
Shares (the "MAY INTEREST"); and                                                

   WHEREAS, (a) the Borrowers have (i) notified the Collateral Agent
that pursuant to Section 7.3 of the Credit Agreement, the General Partners      
intend to liquidate DWG and transfer the Triarc Shares comprising the Peltz     
Interest to Nelson Peltz and the Triarc Shares comprising the May Interest to   
Peter W. May and (ii) requested that the Collateral Agent amend certain terms   
and provisions of the Credit Agreement relating to the liquidation of DWG; and  
(b) the Collateral Agent is willing to release its security interest in such    
Triarc Shares so long as (i) concurrently with the liquidation of DWG, the      
Peltz Interest shall have been transferred (subject to the perfected, first     
priority Lien and security interest of the Collateral Agent, securing the       
Obligations) to Nelson Peltz, (ii) immediately after such liquidation, the      
Collateral Agent shall have a perfected, first priority Lien on, and security   
interest in, the Triarc Shares comprising the Peltz Interest (the "PELTZ        
SHARES"), as security for the Obligations, and (iii) the Borrowers shall have   
executed and delivered this Amendment to the Credit Agreement;                  

     NOW, THEREFORE, the Borrowers and the Bank hereby agree as follows:

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

1   

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   2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment No. 4 Effective Date and subject to the           
satisfaction (or due waiver) of the conditions set forth in Section 4 hereof,   
hereby amended as follows:                                                      

          (a)      Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                      (i)      The following definition for "AMENDMENT
NO. 4" is hereby inserted in Section 1.1 of the Credit Agreement in the         
appropriate place to preserve the alphabetical order of the definitions in      
such section:                                                                   

                       "'AMENDMENT NO. 4' means Amendment No. 4 to Third
             Amendment and Restated Credit Agreement, dated as of July
       23, 2004, by and among the Borrowers and the Bank."

                      (ii)     The following definition for "AMENDMENT
NO. 4 EFFECTIVE DATE" is hereby inserted in Section 1.1 of the Credit           
Agreement in the appropriate place to preserve the alphabetical order of the    
definitions in such section:                                                    

                      "'AMENDMENT NO. 4 EFFECTIVE DATE' means July 23,
2004."                                      

               (iii)    The definition of the term "Loan
Documents" is hereby amended in its entirety to read as follows:                

                         "' LOAN DOCUMENTS' means this Agreement, the Notes,
                the Letters of Credit, the L/C Applications, the NP Security
         Agreement, the CP Accounts Assignment, the PF Account
              Assignment, PF Control Agreement, the NP Pledge Agreement,
      the Hedging Agreements, and all other instruments,
         agreements and other documents executed and delivered
pursuant hereto or thereto."                

                         (iv)     The definition of "LOAN PARTIES" is hereby
amended in its entirety to read as follows:                                     

                     "'LOAN PARTIES' means (a) the Borrowers and (b)
               each other Person that, at any time after the Closing Date,
              becomes a party to this Credit Agreement or any other Loan
Document."                                  

                        (v)      The definition of "PARTNERSHIP AGREEMENT"
is hereby amended in its entirety to read as follows:                           

                         "'PARTNERSHIP AGREEMENT' means, with respect to any
       Partnership, the operating agreement or partnership
             agreement (or the equivalent governing documents) of such
Partnership."                               

                  (vi)     The definition of the term "PLEDGED
SHARES" is hereby amended in its entirety to read as follows:                   

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                       "'PLEDGED SHARES' means, collectively, the shares
                of common stock issued by Triarc and pledged by Nelson Peltz
     to the Collateral Agent pursuant to the NP Pledge
Agreement."                                 

                 (vii)    The definition of the term "TRIARC
COLLATERAL" is hereby amended to read as follows:                               

                    "'TRIARC COLLATERAL' means all of the property
            (tangible and intangible) purported to be subject to the
               lien or security interest purported to be created by the NP
Pledge Agreement."                          

                 (viii)   The definition of the term "TRIARC
COLLATERAL VALUE" is hereby amended to read as follows:                         

                         "'TRIARC COLLATERAL VALUE' means the sum of 100% of
            the Market Value of the Pledged Shares pledged by Nelson
Peltz pursuant to the NP Pledge Agreement." 

          (b)      Section 4.1 of the Credit Agreement is hereby
deleted in its entirety and the following is hereby inserted in substitution    
therefor: "[Intentionally Omitted]".                                            

          (c)      Section 4.2 of the Credit Agreement is hereby
amended by deleting therefrom the text ", DWG".                                 

          (d)      Section 4.8 of the Credit Agreement is hereby
amended in its entirety to read as follows:                                     

                "Section 4.8 PF PARTNERSHIP AGREEMENT. The
                Borrowers have delivered to the Bank a true and correct copy
             of the PF Partnership Agreement, as in effect on the date
hereof."                                    

              (e)      Section 4.10(b) of the Credit Agreement is hereby
deleted in its entirety.                                                        

           (f)      Section 4.13 of the Credit Agreement is hereby
amended by deleting the words "a Borrower, PF or DWG" in the last sentence      
thereof and inserting therein in lieu thereof the words "a Borrower or PF".     

             (g)      Section 5.1(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:                                     

                         "(c) as soon as available and in any event not more
       than 90 days after the end of each calendar year, a
            statement of personal cash flow of the Borrowers for the
                year then ended and projected cash flow of the Borrowers for
              the following year, certified by the Borrowers to the best
        of their knowledge as being true and complete in all
material respects; and"                     

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          (h)      Section 5.5 of the Credit Agreement is hereby
deleted in its entirety and the following is hereby inserted in substitution    
therefor: "[Intentionally Omitted]".                                            

          (i)      Section 5.8 of the Credit Agreement is hereby
amended in its entirety to read as follows:                                     

                        "Section 5.8 PF PARTNERSHIP AGREEMENTS. Not amend,
             modify, alter, terminate or waive any provision of the PF
Partnership Agreement.                      

             (j)      Section 6.1(h) of the Credit Agreement is hereby
amended to read as follows:                                                     

                       "(h) IMPAIRMENT OF SECURITY. Any provision of the
           NP Security Agreement, the Accounts Assignments, the NP
          Pledge Agreement or any other security document, after
                delivery thereof pursuant hereto, shall for any reason cease
              to be valid and binding on or enforceable against any Loan
               Party that is a party thereto, or such Loan Document ceases
         to create a valid security interest in the collateral
             purported to be covered thereby or such security interest
              ceases for any reason to be a perfected and first priority
security interest; or"                      

          (k)      Section 6.1 of the Credit Agreement is hereby
amended by (a) deleting clause (j) thereof and (b) redesignating clause (k)     
thereof as clause (j).                                                          

             (l)      Section 7.3(a) is hereby amended by deleting the
last sentence in Section 7.3(a) in its entirety.                                

3.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Bank as follows:                                 

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Collateral Agent.                                       

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such                                 

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Borrower of this Amendment, or the performance of the Credit Agreement, as      
amended, or any other Loan Document to which such Borrower is a party.          

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Credit Agreement, as amended hereby, and each other Loan      
Document to which such Borrower is a party constitutes, and each Loan Document  
to which such Borrower will be a party, when delivered hereunder, will          
constitute, a legal, valid and binding obligation of such Borrower,             
enforceable against such Borrower in accordance with its respective terms.      

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 3 of this Amendment and in Article   
IV of the Credit Agreement, as amended hereby, and of each Loan Party in each   
other Loan Document and certificate or other writing delivered to the Bank      
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is continuing or would result   
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Bank and consented to in writing by the Bank.                    

                (g)      RESIDENCE. The principal residence of each Borrower
is 543 Byram Lake Road, Mount Kisco, NY 10549.                                  

   4.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT NO. 4 EFFECTIVE DATE") as of which each of the following   
conditions precedent shall have been satisfied in a manner satisfactory to the  
Bank:                                                                           

       (a)      The Bank shall have received the following
documents, each in form and substance satisfactory to the Bank:                 

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

                       (ii)     NP Pledge Agreement made by Nelson Peltz
in favor of the Bank, together with (A) the original stock certificates         
representing 100% of the Peltz Shares owned by Nelson Peltz and (B) four        
undated stock powers executed in blank (each with signature medallion           
guaranteed) for each stock certificate pledged by Nelson Peltz and other        
proper instruments of transfer;                                                 

                   (iii)    evidence that a financing statement,
naming Nelson Peltz as debtor and the Bank as secured party, describing the     
Collateral described in the NP Pledge Agreement, has been duly filed in such    
office or offices as may be necessary or, in the opinion of                     

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the Bank, desirable to perfect the security interests purported to be created   
by the NP Pledge Agreement;                                                     

                         (iv)     certified copies of requests for copies or
information on Form UCC-11, listing all effective financing statements which    
name either Borrower as debtor and which are filed in the offices required by   
the Bank, together with copies of such financing statements, none of which,     
except as otherwise agreed to in writing by the Bank, shall cover any of the    
Collateral;                                                                     

                    (v)      the Issuer's Letter, duly executed by
Triarc, with respect to the Peltz Shares pledged by Nelson Peltz;               

                       (vi)     a certificate by Nelson Peltz certifying
that (A) DWG has been liquidated or dissolved, (B) the issued and outstanding   
Triarc Shares allocable to the Peltz Interest have been transferred (subject    
to the perfected, first priority Lien and security interest of the Bank         
securing the Obligations) to Nelson, (C) immediately after such transfer, the   
Bank has a perfected, first priority Lien on, and security interest in, the     
Triarc Shares comprising the Peltz Interest, as security for the Obligations,   
(D) immediately before and after giving effect to such liquidation or           
dissolution, no Default or Event of Default exists and (E) he is not a party    
to or otherwise subject to any agreement, instrument or other document that     
restricts or otherwise limits the sale or other transfer of the Triarc Shares;  

                        (vii)    Federal Reserve Forms U-1 provided for in
Regulation U issued by the Board, the statements made in which shall be such,   
in the opinion of the Bank, as to permit the transactions contemplated hereby   
in accordance with such Regulation;                                             

                        (viii)   Form 144, duly executed by the Borrowers;

                    (ix)     an opinion, dated the Amendment No. 4
Effective Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison     
LLP, counsel to the Borrowers, in form and substance reasonably satisfactory    
to the Bank and its counsel; and                                                

                  (x)      such other agreements, instruments,
opinions and other documents as the Bank may reasonably request.                

           (b)      (i) The representations and warranties by each
Borrower contained in this Section 3 of this Amendment and in Article IV of     
the Credit Agreement, as amended hereby, and of each Loan Party in each other   
Loan Document and certificate or other writing delivered to the Bank pursuant   
hereto or thereto on or prior to the date hereof are true and correct in all    
material respects on and as of such date as though made on and as of such       
date, except to the extent that any such representation and warranty expressly  
relates solely to an earlier date (in which case such representation and        
warranty shall be true and correct on and as of such earlier date); (ii) no     
Event of Default or Default has occurred and is continuing or would result      
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Bank and consented to in writing by the Bank.                    

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5.       MISCELLANEOUS.                                       

                (a)      CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except
as otherwise expressly provided herein, the Credit Agreement is, and shall      
continue to be, in full force and effect and is hereby ratified and confirmed   
in all respects, except that on and after the date hereof (i) all references    
in the Credit Agreement to "this Agreement", "hereto", "hereof", "hereunder"    
or words of like import referring to the Credit Agreement shall mean the        
Credit Agreement as amended by this Amendment, and (ii) all references in the   
other Loan Documents to the "Credit Agreement", "thereto", "thereof",           
"thereunder" or words of like import referring to the Credit Agreement shall    
mean the Credit Agreement as amended by this Amendment.                         

                (b)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (c)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (d)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (e)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Bank (including, without  
limitation, the reasonable fees and other client charges of Schulte Roth &      
Zabel LLP) in connection with the Credit Agreement, this Amendment and the      
related agreements, instruments and other documents.                            

             (f)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

             (g)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE BANK
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE BANK IN THE  
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.                

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.                   

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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OMNIBUS AMENDMENT 
WAIVER AND RELEASE  

CREDIT AGREEMENT  

OMNIBUS AMENDMENT, WAIVER AND RELEASE, dated May 5, 2005 (the 
"AMENDMENT"), to the AMENDED DOCUMENTS (as defined below), by and among NELSON  
PELTZ and CLAUDIA PELTZ (the "BORROWERS") and BANK OF AMERICA, N.A., a          
national banking association (the "LENDER").                                    

    WHEREAS, the Borrowers and the Lender are parties to (i) the Third
Amended and Restated Credit Agreement, dated as of April 2, 2001 (as            
previously amended, the "CREDIT AGREEMENT"), among the Borrowers and the        
Lender, pursuant to which the Lender has agreed to make, during the period      
from the Effective Date (as defined in the Credit Agreement) to the             
Termination Date (currently, May 5, 2005), (A) Revolving A Loans to the         
Borrowers in the aggregate principal amount not to exceed $37,500,000 at any    
time outstanding and (B) Revolving B Loans in the aggregate principal amount    
not to exceed $12,500,000 at any time outstanding and (ii) the Pledge and       
Security Agreement dated as of July 23, 2004 (the "PLEDGE AGREEMENT"; together  
with the Credit Agreement, collectively, the "AMENDED DOCUMENTS"), made by      
Nelson Peltz (the "Pledgor") in favor of the Lender, pursuant to which the      
Pledgor granted to the Lender a perfected, first priority security interest     
in, and a Lien on, the Pledgor's equity interest in, among other things, the    
Pledged Shares (as defined in the Credit Agreement), as security for the        
Obligations (as defined in the Credit Agreement);                               

     WHEREAS, it was a condition precedent to the making of the Loans by
the Lender that, among other things, Peltz Family Limited Partnership           
("PLEDGOR"), a Delaware limited partnership and a Loan Party under the Credit   
Agreement, shall have pledged to the Collateral Agent for the benefit of the    
Lender, and granted to the Collateral Agent for the benefit of the Lender a     
security interest in, all of the Pledgor's right, title and interest in         
account number 45-20-025-0320192 (the "PF ACCOUNT") maintained by the Pledgor   
with the Lender and the securities held in the PF Account (the "RELEASED        
SECURITIES"), all as set forth in the Pledge Agreement, dated as of April 2,    
2001 (the "PF PLEDGE AGREEMENT"), made by the Pledgor to the Lender;            

     WHEREAS, the Borrowers have requested that, among other things, the
Lender (i) extend the Termination Date, from May 5, 2005 to August 5, 2005,     
(ii) increase the maximum principal amount available under the Revolving A      
Commitment from $37,500,000 to $43,000,000, (iii) reduce the maximum principal  
amount available under the Revolving B Commitment from $12,500,000 to           
$7,000,000, (iv) release its lien on, and security interest in, (A) the number  
of Class B Pledged Shares necessary to permit Nelson Peltz to make a            
charitable contribution worth approximately $2,000,000 (the "RELEASED           
SHARES"), but not to exceed 160,000 Class B Pledged Shares, to the Nelson and   
Claudia Peltz Family Foundation (the "FOUNDATION"), pursuant to Section         
5.10(a) of the Credit Agreement (it being understood and agreed that the        
portion of the 160,000 Class B Shares not used to make such charitable          
contribution shall continue                                                     

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to constitute Collateral for the Obligations), and (B) the PF Account and the   
Released Securities and (v) terminate the PF Pledge Agreement;                  

   WHEREAS, the Lender is willing to so amend the Amended Documents,
release its Lien on and security interest in the PF Account and the Released    
Securities and terminate the PF Pledge Agreement, subject to and the terms and  
conditions of this Amendment;                                                   

     NOW, THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Lender to maintain the Loans, the Borrowers   
hereby agree with the Lender as follows:                                        

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

   2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment Effective Date and subject to the satisfaction    
(or due waiver) of the conditions set forth in Section 5 hereof, hereby         
amended as follows:                                                             

          (a)      Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                       (i)      The definition of the term "Accounts" is
hereby amended and restated to read as follows:                                 

                            ""ACCOUNTS" means (i) account number
                       0252601 maintained by Claudia Peltz with the Bank
                         and pledged to the Bank pursuant to the CP Accounts
                        Assignment, and (ii) such other accounts as may be
                        pledged by the Borrowers to the Banks from time to
time."                    

                   (ii)     The definition of the term "Accounts
Assignments" is hereby deleted in its entirety.                                 

               (iii)    The definition of the term "Loan
Documents" is hereby amended and restated to read as follows:                   

                               ""LOAN DOCUMENTS" means this Agreement,
               the Notes, the Letters of Credit, the L/C
                     Applications, the NP Security Agreement, the CP
                       Accounts Assignment, the NP Pledge Agreement, the
                    Hedging Agreements, and all other instruments,
                 agreements and other documents executed and
            delivered pursuant hereto or thereto."

                       (iv)     The definition of "PF Control Agreement"
is hereby deleted in its entirety.                                              

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                      (v)      The definition of the term "Revolving B
Collateral" is hereby amended and restated to read as follows:                  

                           ""REVOLVING B COLLATERAL" means the
                      Accounts and Partnership Interests and all other
                      Collateral covered by the CP Accounts Assignment
    and the NP Security Agreement.

                      (vi)     The definition of "Termination Date" is
hereby amended and restated to read as follows:                                 

                                ""TERMINATION DATE" means August 5, 2005
                      or, with respect to any Commitment, such earlier
                       date on which such Commitment shall be terminated
  pursuant to this Agreement."

                      (vii)    The definition of the term "Revolving A
Commitment" is hereby amended by deleting the reference to "$37,500,000"        
therein, and by substituting therefor "$43,000,000".                            

                      (viii)   The definition of the term "Revolving B
Commitment" is hereby amended by deleting the reference to "$12,500,000"        
therein, and by substituting therefor "$7,000,000".                             

          (b)      Section 4.2 of the Credit Agreement is hereby
amended by deleting therefrom the phrase "PF or".                               

             (c)      Section 4.7(b) of the Credit Agreement is hereby
deleted in its entirety and Section 4.7(a) is hereby redesignated as Section    
4.7.                                                                            

           (d)      Section 4.13 of the Credit Agreement is hereby
amended by deleting the phrase "a Borrower or PF" in the last sentence thereof  
and inserting therein in lieu thereof the phrase "a Borrower".                  

          (e)      Section 5.1 of the Credit Agreement is hereby
amended by (A) deleting clause (d) thereof in its entirety, (B) redesignating   
clauses (e), (f) and (g) thereof as new clauses (d), (e) and (f) respectively   
and (C) inserting the word "and" immediately after clause (f) thereof.          

          (f)      Section 5.6 of the Credit Agreement is hereby
deleted in its entirety and the following is hereby inserted in substitution    
therefor: "[Intentionally Omitted]".                                            

          (g)      Section 5.8 of the Credit Agreement is hereby
deleted in its entirety and the following is hereby inserted in substitution    
therefor: "[Intentionally Omitted]".                                            

             (h)      Section 6.1(h) of the Credit Agreement is hereby
amended and restated to read as follows:                                        

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                                  "(h) IMPAIRMENT OF SECURITY. Any provision
                   of the NP Security Agreement, the CP Accounts
                      Assignment, the NP Pledge Agreement or any other
                        security document, after delivery thereof pursuant
                        hereto, shall for any reason cease to be valid and
                      binding on or enforceable against any Loan Party
                    that is a party thereto, or such Loan Document
                       ceases to create a valid security interest in the
                        collateral purported to be covered thereby or such
                     security interest ceases for any reason to be a
                         perfected and first priority security interest; or"

          (i)      Section 6.1 of the Credit Agreement is hereby
amended by (A) deleting clause (l) thereof in its entirety and (B) deleting     
the text "; or" at the end of clause (k) thereof and inserting a period in      
lieu thereof.                                                                   

             (j)      SCHEDULES. Schedule I to the Pledge Agreement is
hereby amended and restated by replacing Schedule I to the Pledge Agreement     
with ANNEX A hereto, which shall be Schedule I to the Pledge Agreement for all  
purposes therein.                                                               

 3.       WAIVER AND CONSENT. (a) Pursuant to the request by the
Borrowers, the Lender and the Collateral Agent hereby consent to, and waive     
any Default or Event of Default that would otherwise arise under Section        
6.1(c) of the Credit Agreement as a result of, any noncompliance with Section   
5.10(a) of the Credit Agreement or Section 6(g) of the Pledge Agreement by      
reason of (i) the release by the Collateral Agent of any lien on or security    
interest in the Released Shares and (ii) the charitable contribution of the     
Released Shares (with a fair market value of approximately $2,000,000) by the   
Pledgor to the Foundation in connection with a Charitable Contribution, which   
for purposes of Section 5.10 of the Credit Agreement shall be deemed a          
"Permitted Charitable Contribution", PROVIDED that (A) the Borrowers shall      
give the Lender written notice promptly after such Permitted Charitable         
Contribution is consummated and promptly after the Foundation sells or          
otherwise transfers any of the Released Shares, (B) the Borrowers shall not     
effect any other transfer of Triarc Shares to any charitable institution        
during any calendar quarter when the Permitted Charitable Contribution of the   
Released Shares is consummated, and (C) the number of Triarc Shares that may    
be transferred during any calendar quarter to a charitable institution in       
accordance with Section 5.10 shall be further reduced by the number of Triarc   
Shares sold or otherwise transferred by the Foundation.                         

             (b)      The consents and waivers set forth in subsection
(a) above shall cease to be effective and shall have no force or effect to the  
extent the Released Shares have not been used by the Pledgor to make a          
Charitable Contribution pursuant to, and in the manner permitted by, Section    
5.10(a) of the Credit Agreement on or prior to May 31, 2005.                    

                (c)      The waivers and consents in this Section 3 shall be
effective only in the specific instances and for the specific purposes set      
forth herein and do not allow for any other or further departure from the       
terms and conditions of the Credit Agreement or any other Loan Document, which  
terms and conditions shall remain in full force and effect. The Collateral      

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Agent hereby expressly reserves all of its rights and remedies under the        
Credit Agreement and the other Loan Documents against the Loan Parties.         

       4.       TERMINATION AND RELEASE. Subject to the conditions set forth
in this Amendment, the Collateral Agent hereby agrees as follows:               

            (a)      effective as of the date hereof, the Collateral
Agent releases all liens on and security interests in the PF Account and all    
Released Securities, and the PF Pledge Agreement shall be terminated, PROVIDED  
that (i) such release is without representation, warranty or recourse of any    
kind, (ii) nothing herein shall affect in any respect the lien of the           
Collateral Agent on and the security interest of the Collateral Agent in the    
Pledged Collateral other than the PF Account and Released Securities and (iii)  
the Borrowers are otherwise in compliance with the requirements set forth in    
Section 2.2(d) of the Credit Agreement;                                         

             (b)      effective as of the date specified in the letter
from the Lender to the American Stock Transfer and Trust Company with respect   
to stock certificate number TCB 2850, representing 346,000 shares of Class B    
common stock of Triarc, the Collateral Agent releases any lien on and security  
interest in the Released Shares, PROVIDED that (i) such release is without      
representation, warranty or recourse of any kind, (ii) nothing herein shall     
affect in any respect the lien of the Collateral Agent on and the security      
interest of the Collateral Agent in the Pledged Collateral other than the       
Released Shares, (iii) the Released Shares shall have an approximate market     
value of $2,000,000 and in no event shall the Released Shares exceed 160,000    
of Class B Triarc Shares, and (iv) the Borrowers are otherwise in compliance    
with the requirements set forth in Section 5.10(a) of the Credit Agreement      
relating to the sale or other transfer of securities owned by the Borrowers;    
and                                                                             

        (c)      subject to the terms and conditions in this
Amendment, the Collateral Agent will, at the request of the Pledgor, execute    
such additional instruments and other writings, and take such other actions,    
as the Pledgor may reasonably request to effect or evidence, to the extent set  
forth herein, the termination of the lien and security interest of the          
Collateral Agent in the Released Shares, the PF Account and Released            
Securities, but at the sole cost and expense of the Borrowers and without       
representation, warranty or recourse of any kind to the Collateral Agent or     
the Lender.                                                                     

5.       COMMITMENT FEE. On the Amendment Effective Date, the 
Borrowers shall pay to the Lender a non-refundable commitment fee (the          
"COMMITMENT FEE") equal to $55,312.50, which shall be deemed fully earned when  
paid.                                                                           

6.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Lender as follows:                               

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Amended         
Documents, as amended, the New Notes and each other Loan Document to which      
such Borrower is a party.                                                       

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Amended Documents, as amended hereby, the New Notes and each other Loan         
Document to which such Borrower is a party (i) do                               

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not and will not violate any law or any contractual restriction binding on or   
otherwise affecting such Borrower or any of the properties of such Borrower,    
except for any violation that could not reasonably be expected to have a        
Material Adverse Effect, and (ii) do not and will not result in the creation    
or imposition of any Lien upon any of the property (now owned or hereafter      
acquired) of such Borrower, except Liens created in favor of the Collateral     
Agent.                                                                          

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such Borrower of this Amendment, or  
the performance of the Amended Documents, as amended, the New Notes or any      
other Loan Document to which such Borrower is a party.                          

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Amended Documents, as amended hereby, the New Notes and each  
other Loan Document to which such Borrower is a party constitutes, and each     
Loan Document to which such Borrower will be a party, when delivered            
hereunder, will constitute, a legal, valid and binding obligation of such       
Borrower, enforceable against such Borrower in accordance with its respective   
terms.                                                                          

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 6 of this Amendment and in Article   
IV of the Credit Agreement, as amended hereby, and of each Loan Party in each   
other Loan Document and certificate or other writing delivered to the Lender    
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is continuing or would result   
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Lender and consented to in writing by the Lender.                

                (g)      RESIDENCE. The principal residence of each Borrower
is 543 Byram Lake Road, Mount Kisco, NY 10549.                                  

   7.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Lender:                                                                         

         (a)      The Lender shall have received the following
documents, each in form and substance satisfactory to the Lender:               

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

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                         (ii)     the Third Amended and Restated Revolving A
Note, dated the Amendment Effective Date, in substantially the form attached    
hereto as Annex B, made by the Borrowers to the order of the Lender and in the  
original principal amount of $43,000,000 (the "REVOLVING A NOTE");              

                         (iii)    the Third Amended and Restated Revolving B
Note, dated the Amendment Effective Date, in substantially the form attached    
hereto as Annex C and made by the Borrowers to the order of the Lender and in   
the original principal amount of $7,000,000 (the "REVOLVING B NOTE"; together   
with the Revolving A Note, collectively, the "NEW NOTES"); and                  

                  (iv)     such other agreements, instruments,
opinions and other documents as the Lender may reasonably request.              

               (b)      The Lender shall have received a prepayment of the
Revolving B Loans required such that, after giving effect to this Amendment     
and such prepayment, the aggregate principal amount of the Revolving B Loans,   
the L/C Outstandings and accrued interest and unpaid commitment fee thereon     
does not exceed the amount equal to the Revolving B Advance Value.              

              (c)      The Lender shall have received all fees and other
amounts due and payable to the Lender, including, without limitation, the       
Commitment Fee referred to in Section 5 hereof and all legal fees, costs and    
expenses of the Lender in connection with the Credit Agreement, this Amendment  
and the other related agreements and documents.                                 

           (d)      (i) The representations and warranties by each
Borrower contained in this Section 6 of this Amendment and in Article IV of     
the Credit Agreement, as amended hereby, and of each Loan Party in each other   
Loan Document and certificate or other writing delivered to the Lender          
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is continuing or would result   
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Lender and consented to in writing by the Lender.                

      8.       REPLACEMENT OF OLD NOTE; CONTINUED EFFECTIVENESS OF AMENDED
DOCUMENTS. (a) Simultaneously with the execution and delivery of this           
Amendment, the Borrowers are executing and delivering to the Lender the New     
Notes. On and after the Amendment Effective Date, the existing Revolving A      
Note and Revolving B Note, each dated April 2, 2003, made by the Borrowers to   
the order of the Lender and in the original principal amount of $37,500,000     
and $12,500,000, respectively (the "OLD NOTES"), shall be amended, superseded   
and replaced by the New Notes. It is the intention of the parties hereto that   
this Amendment and the substitution of the New Notes for the Old Notes shall    
not in any way constitute (i) an extinguishment of the indebtedness of the      
Borrowers under the Old Notes, (ii) a                                           

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release of the Borrowers from such obligations, or (iii) a novation of the Old  
Notes. Promptly after delivery of the New Notes, duly executed by the           
Borrowers to the Lender, the Old Notes, shall each be marked "cancelled" and    
replaced by the New Notes, provided, that the Borrowers shall pay any unpaid    
interest on the Old Notes accrued through the date of the New Notes on or       
before June 1, 2005.                                                            

              (b)      All references in the Credit Agreement and in any
other Loan Document to "the Revolving A Note", "the Revolving B Note",          
"thereto", "thereof", "thereunder" or words of like import referring to an Old  
Note shall be deemed to be references to the relevant New Note, as such         
promissory note may be modified or extended from time to time, and any note     
issued in exchange or replacement therefor. All references in any Loan          
Document to "Obligations" shall be deemed to include any indebtedness           
(including, without limitation, principal and interest) under the New Notes.    

               (c)      Except as otherwise expressly provided herein, the
Amended Documents and the other Loan Documents are, and shall continue to be,   
in full force and effect and are hereby ratified and confirmed in all           
respects, except that on and after the date hereof (i) all references in the    
Amended Documents to "this Agreement", "hereto", "hereof", "hereunder" or       
words of like import referring to the Amended Documents shall mean the Amended  
Documents as amended by this Amendment, and (ii) all references in the other    
Loan Documents to which the Borrower is a party to the "Credit Agreement",      
"thereto", "thereof", "thereunder" or words of like import referring to the     
Credit Agreement shall mean the Credit Agreement, as amended by this            
Amendment. Except as expressly provided herein, the execution, delivery and     
effectiveness of this Amendment shall not operate as a waiver of any right,     
power or remedy of the Lender under the Amended Documents, under any other      
Loan Document or under any other document, nor constitute a waiver of any       
provision of the Amended Documents.                                             

9.       MISCELLANEOUS.                                       

                (a)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (b)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (c)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (d)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Lender (including,        
without limitation, the reasonable fees and other client charges of Schulte     
Roth & Zabel LLP) in connection with the Credit Agreement, this Amendment and   
the related agreements, instruments and other documents.                        

             (e)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

               (f)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE LENDER
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE LENDER IN    
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.            

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered as of the date first above written.                   

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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AMENDMENT NO. 6 TO THIRD AMENDED
 AND RESTATED CREDIT AGREEMENT

       AMENDMENT NO. 6, dated as of August 5, 2005 (the "AMENDMENT"), to the
Credit Agreement (as defined below), by and among NELSON PELTZ and CLAUDIA      
PELTZ (the "BORROWERS") and BANK OF AMERICA, N.A., a national banking           
association (the "LENDER").                                                     

WHEREAS, the Borrowers and the Lender are parties to the Third
Amended and Restated Credit Agreement, dated as of April 2, 2001 (as            
previously amended, the "CREDIT AGREEMENT"), among the Borrowers and the        
Lender, pursuant to which the Lender has agreed to make, during the period      
from the Effective Date (as defined in the Credit Agreement) to the             
Termination Date (currently, August 5, 2005), (A) Revolving A Loans to the      
Borrowers in the aggregate principal amount not to exceed $43,000,000 at any    
time outstanding and (B) Revolving B Loans in the aggregate principal amount    
not to exceed $7,000,000 at any time outstanding;                               

     WHEREAS, the Borrowers have requested that, among other things, the
Lender (i) extend the Termination Date, from August 5, 2005 to August 5, 2007,  
(ii) increase the maximum number of Triarc Shares that may be transferred to    
charitable institutions pursuant to Section 5.10(a) of the Credit Agreement,    
(iv) release its lien on, and security interest in account number 0252601 (the  
"CP ACCOUNT") and (v) terminate the CP Accounts Assignment;                     

   WHEREAS, the Lender is willing to so amend the Amended Documents,
release its Lien on and security interest in CP Account and terminate the CP    
Accounts Assignment, subject to and the terms and conditions of this            
Amendment;                                                                      

     NOW, THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Lender to maintain the Loans, the Borrowers   
hereby agree with the Lender as follows:                                        

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

   2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment Effective Date and subject to the satisfaction    
(or due waiver) of the conditions set forth in Section 5 hereof, hereby         
amended as follows:                                                             

         (a)       Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                       (i)      The definition of the term "Accounts" is
hereby amended and restated to read as follows:                                 

                                 ""ACCOUNTS" means any accounts pledged by
                    the Borrowers to the Banks from time to time."

                      (ii)     The definition of the term "CP Accounts
Assignment" is hereby deleted in its entirety.                                  

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                       (iii)    The definition of the term "Investments"
is hereby deleted in its entirety.                                              

               (iv)     The definition of the term "Loan
Documents" is hereby amended and restated to read as follows:                   

                               ""LOAN DOCUMENTS" means this Agreement,
               the Notes, the Letters of Credit, the L/C
                     Applications, the NP Security Agreement, the NP
                       Pledge Agreement, the Hedging Agreements, and all
                       other instruments, agreements and other documents
                         executed and delivered pursuant hereto or thereto."

                       (v)      The definition of "Partnership Interest"
is hereby amended and restated in its entirety to read as follows:              

                           ""PARTNERSHIP INTERESTS" means each
                   Borrower's rights in and to each Partnership,
                including such Borrower's rights under the
                         Partnership Agreement of each Partnership, in which
     such Borrower has an interest."

                      (vi)     The definition of the term "Revolving B
Collateral" is hereby amended and restated to read as follows:                  

                           ""REVOLVING B COLLATERAL" means the
                      Accounts and Partnership Interests and all other
                      Collateral covered by the NP Security Agreement.

                      (vii)    The definition of "Termination Date" is
hereby amended and restated to read as follows:                                 

                                ""TERMINATION DATE" means August 5, 2007
                      or, with respect to any Commitment, such earlier
                       date on which such Commitment shall be terminated
  pursuant to this Agreement."

             (b)      Section 5.1(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:                        

                                 "(a) (i) within 120 days after the end of
                           each calendar year annual financial statements of the
                 Borrowers, in form and substance reasonably
                      satisfactory to the Bank, and including, without
                          limitation, statement of cash flow for the year then
                        ended and projected cash flow of the Borrowers for
                  the following year, a list of all assets and
                          liabilities, a summary of the Borrowers' sources and
                     uses of cash during such year, a summary of all

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                         debt service of the Borrowers during such year, and
                      a summary of all material contractual contingent
                         liabilities of the Borrowers as of such date (which
                      financial statements shall in any event identify
                 all joint or co- owners of any assets), all
                    certified by the Borrowers or their authorized
                    agent (A) as fairly presenting in all material
                       respects the financial condition of the Borrowers
                      as at said date, and (B) having been prepared in
                         accordance with sound accounting principles applied
                   on a basis consistent with the March 31, 2005
                  financial statements delivered to the Bank;"

                                    (ii) simultaneously with the delivery of the
                     financial statements required by paragraph (i))
                         above, a certificate of the Borrowers, stating that
                         they have reviewed the provisions of this Agreement
                        and the other Loan Documents and that they have no
                          knowledge of the existence during such period of any
                       Default, or, if a Default existed, describing the
                           nature and period of existence thereof and the action
                          the Borrowers propose to take with respect thereto;"

            (c)      Subsection 5.1(b)(i) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:                 

                                          "(i) a letter showing which assets
                       each Borrower owns individually, which assets are
                        owned by the other Borrower individually and which
                     assets are owned jointly by the Borrowers. Such
                       assets shall be valued on a basis consistent with
                        that used in the preparation of the March 31, 2005
               statement of assets and liabilities; and"

              (d)      Section 5.10(a) of the Credit Agreement is hereby
amended by deleting the last sentence thereof in its entirety and substituting  
in lieu thereof the following new sentence:                                     

                          "As used herein, "PERMITTED CHARITABLE CONTRIBUTION"
                           means any transfer by a Borrower of any Triarc Shares
                         that do not constitute Collateral to any charitable
                    institution, PROVIDED that (y) in any calendar
                         quarter, the aggregate number of such Triarc Shares
               transferred by Nelson Peltz to charitable
                      institutions shall not exceed 90,000, unless the
                      aggregate number of Triarc Shares transferred by
                     Peter W. May to charitable institutions in such
                          calendar quarter is less than 45,000, in which event
                Nelson Peltz can so transfer to charitable
                         institutions in such calendar quarter an additional
                      number of such Triarc Shares equal to (1) 45,000
                     minus (2) the aggregate number of Triarc Shares
                        actually transferred by Peter W. May to charitable
                     institutions in such calendar quarter (it being
                       understood and agreed that in no event during any
                     calendar quarter shall Nelson Peltz transfer to
                       charitable institutions a number of Triarc Shares
                      which, when aggregated with the number of Triarc
Shares transferred by     

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                   Peter W. May in such calendar quarter, exceed
                       135,000), or (z) the Bank gives its prior written
                       consent to such transfer, which consent shall not
be unreasonably withheld."

             (e)      Section 6.1(h) of the Credit Agreement is hereby
amended and restated to read as follows:                                        

                                  "(h) IMPAIRMENT OF SECURITY. Any provision
                 of the NP Security Agreement, the NP Pledge
                     Agreement or any other security document, after
                     delivery thereof pursuant hereto, shall for any
                reason cease to be valid and binding on or
                        enforceable against any Loan Party that is a party
                       thereto, or such Loan Document ceases to create a
                         valid security interest in the collateral purported
                     to be covered thereby or such security interest
                       ceases for any reason to be a perfected and first
     priority security interest; or"

          (f)      Section 6.2 of the Credit Agreement is hereby
amended by adding the following new sentence at the end of such Section:        

                       "In addition, if any Event of Default occurs, the
                     Bank shall have the rights, powers and remedies
               available under any other Loan Documents,
                        instruments and agreements required by or executed
                       in connection with this Agreement, as well as all
                         rights and remedies available at law or in equity."

       3.       TERMINATION AND RELEASE. Subject to the conditions set forth
in this Amendment, the Collateral Agent hereby agrees as follows:               

            (a)      effective as of the date hereof, the Collateral
Agent releases all liens on and security interests in the CP Account and the    
CP Accounts Assignment shall be terminated, PROVIDED that (i) such release is   
without representation, warranty or recourse of any kind, (ii) nothing herein   
shall affect in any respect the lien of the Collateral Agent on and the         
security interest of the Collateral Agent in the Pledged Collateral other than  
the CP Account and (iii) the Borrowers are otherwise in compliance with the     
requirements set forth in Section 2.2(d) of the Credit Agreement; and           

        (b)      subject to the terms and conditions in this
Amendment, the Collateral Agent will, at the request of the Borrowers, execute  
such additional instruments and other writings, and take such other actions,    
as the Borrowers may reasonably request to effect or evidence, to the extent    
set forth herein, the termination of the lien and security interest of the      
Collateral Agent in the CP Account, but at the sole cost and expense of the     
Borrowers and without representation, warranty or recourse of any kind to the   
Collateral Agent or the Lender.                                                 

 4.       COMMITMENT FEES. The Borrowers shall pay to the Bank a
non-refundable annual commitment fee equal to 1/4% of each of the Revolving A   
Commitment and the Revolving B                                                  

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Commitment (each such commitment fee, a "COMMITMENT FEE"), each of which such   
annual Commitment Fee shall be (A) deemed fully earned on the Amendment         
Effective Date and the first anniversary thereof, as applicable, and (B)        
payable in four equal quarterly installments, commencing on each of September   
30, 2005 and September 30, 2006, as applicable, and on December 30, March 30    
and June 30 occurring thereafter.                                               

5.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Lender as follows:                               

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Collateral Agent.                                       

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such Borrower of this Amendment, or  
the performance of the Credit Agreement, as amended, or any other Loan          
Document to which such Borrower is a party.                                     

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Credit Agreement, as amended hereby, and each other Loan      
Document to which such Borrower is a party constitutes, and each Loan Document  
to which such Borrower will be a party, when delivered hereunder, will          
constitute, a legal, valid and binding obligation of such Borrower,             
enforceable against such Borrower in accordance with its respective terms.      

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 6 of this Amendment and in Article   
IV of the Credit Agreement, as amended hereby, and of each Loan Party in each   
other Loan Document and certificate or other writing delivered to the Lender    
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is                              

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continuing or would result from the effectiveness of this Amendment; and (iii)  
since the date of the Credit Agreement, no material adverse change in the       
operations, condition (financial or otherwise), business, assets, income or     
prospects of such Borrower has occurred and is continuing, except as            
previously disclosed in writing to the Lender and consented to in writing by    
the Lender.                                                                     

                (g)      RESIDENCE. The principal residence of each Borrower
is 543 Byram Lake Road, Mount Kisco, NY 10549.                                  

   6.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Lender:                                                                         

         (a)      The Lender shall have received the following
documents, each in form and substance satisfactory to the Lender:               

                   (i)      this Amendment, duly executed by the
Borrowers; and                                                                  

                  (ii)     such other agreements, instruments,
opinions and other documents as the Lender may reasonably request.              

              (b)      The Lender shall have received all fees and other
amounts due and payable to the Lender, including, without limitation, the       
Commitment Fee referred to in Section 5 hereof and all legal fees, costs and    
expenses of the Lender in connection with the Credit Agreement, this Amendment  
and the other related agreements and documents.                                 

           (c)      (i) The representations and warranties by each
Borrower contained in this Section 6 of this Amendment and in Article IV of     
the Credit Agreement, as amended hereby, and of each Loan Party in each other   
Loan Document and certificate or other writing delivered to the Lender          
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is continuing or would result   
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Lender and consented to in writing by the Lender.                

 7.       CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except as
otherwise expressly provided herein, the Credit Agreement and the other Loan    
Documents are, and shall continue to be, in full force and effect and are       
hereby ratified and confirmed in all respects, except that on and after the     
date hereof (i) all references in the Credit Agreement to "this Agreement",     
"hereto", "hereof", "hereunder" or words of like import referring to the        
Credit Agreement shall mean the Credit Agreement as amended by this Amendment,  
and (ii) all references in the other Loan Documents to which a Borrower is a    
party to the "Credit Agreement", "thereto", "thereof", "thereunder" or words    
of like import referring to the Credit Agreement shall mean the Credit          
Agreement, as amended by this Amendment. Except as                              

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expressly provided herein, the execution, delivery and effectiveness of this    
Amendment shall not operate as a waiver of any right, power or remedy of the    
Lender under the Credit Agreement, under any other Loan Document or under any   
other document, nor constitute a waiver of any provision of the Credit          
Agreement.                                                                      

8.       MISCELLANEOUS.                                       

                (a)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (b)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

                (c)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (d)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Lender (including,        
without limitation, the reasonable fees and other client charges of Schulte     
Roth & Zabel LLP) in connection with the Credit Agreement, this Amendment and   
the related agreements, instruments and other documents.                        

             (e)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

               (f)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE LENDER
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE LENDER IN    
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.            

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           IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.      

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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AMENDMENT NO. 7 TO THIRD AMENDED  
AND RESTATED CREDIT AGREEMENT 

     AMENDMENT NO. 7, dated as of November 2, 2005 (the "AMENDMENT"), to
the Credit Agreement (as defined below), by and among NELSON PELTZ and CLAUDIA  
PELTZ (the "BORROWERS") and BANK OF AMERICA, N.A., a national banking           
association (the "LENDER").                                                     

WHEREAS, the Borrowers and the Lender are parties to the Third
Amended and Restated Credit Agreement, dated as of April 2, 2001 (as            
previously amended, the "CREDIT AGREEMENT"), among the Borrowers and the        
Lender, pursuant to which the Lender has agreed to make, during the period      
from the Effective Date (as defined in the Credit Agreement) to the             
Termination Date, (a) Revolving A Loans to the Borrowers in the aggregate       
principal amount not to exceed $43,000,000 at any time outstanding and (b)      
Revolving B Loans in the aggregate principal amount not to exceed $7,000,000    
at any time outstanding;                                                        

      WHEREAS, the Borrowers and the Lender are entering into a new Credit
Agreement, dated as of the date hereof (the "2005 CREDIT AGREEMENT"), with the  
Lender, pursuant to which the Lender has agreed to make advanceable term loans  
to the Borrowers in the aggregate principal amount not to exceed $25,000,000;   
and                                                                             

     WHEREAS, the Lender is willing to make such advanceable term loans,
subject to (a) the amendment of the Credit Agreement to provide that any Event  
of Default under the 2005 Credit Agreement shall constitute an Event of         
Default hereunder, (b) any collateral securing the obligations of the           
Borrowers under the Credit Agreement and other Loan Documents referred to       
therein will also secure the obligations of the Borrowers under the 2005        
Credit Agreement and the "Loan Documents" referred to therein, and (c) the      
other terms and conditions set forth herein;                                    

       NOW, THEREFORE, the Borrowers and the Lender hereby agree as follows:

1.       DEFINITIONS. Any capitalized term used herein and not
defined shall have the meaning assigned to it in the Credit Agreement.          

  2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:                                                      

          (a)      Section 1.1 of the Credit Agreement is hereby
amended by adding the following definitions in appropriate alphabetical order,  
to read as follows:                                                             

              "'2005 CREDIT AGREEMENT" means the Credit Agreement, dated
as of November 2, 2005, as amended, supplemented or otherwise 
    modified from time to time, between the Lender and the Borrowers."

             "'2005 LOAN DOCUMENTS" means the "Loan Documents" as such
term is defined in the 2005 Credit Agreement."                

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        "2005 OBLIGATIONS" has the meaning given to the term
"Obligations" in the 2005 Credit Agreement.                   

              "'2005 SECURITY DOCUMENTS" means the Trian Fund Management
       Letter Agreement, the Trian Letter Agreement, the Trian Parallel Fund
  Letter Agreement, the Trian Partners GP Letter Agreement, the NP
    Trian Security Agreement, the Ocean View Trian Security Agreement,
 the PF Trian Security Agreement, the Peltz Trust Trian Security
      Agreement, and all other instruments, agreements and other documents
executed and delivered pursuant thereto or the 2005 Credit    
Agreement."                                                   

          (b)      Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                    (i)      The definition of the "Collateral" is
hereby amended and restated in its entirety to read as follows:                 

         ""COLLATERAL" means all of the property (tangible and
      intangible) purported to be subject to the lien or security interest
  purported to be created by any mortgage, deed of trust, security
    agreement, pledge agreement, assignment or other security document
previously, heretofore or hereafter executed by any Person as 
     security for all or any part of the Obligations, including, without
    limitation, the collateral securing the obligations under the 2005
Security Documents."                                          

                    (ii)     The definition of "Loan Documents" is
hereby amended and restated in its entirety to read as follows:                 

               ""LOAN DOCUMENTS" means this Agreement, the Notes, the 2005
 Credit Agreement, the other 2005 Loan Documents, the Letters of
 Credit, the L/C Applications, the NP Security Agreement, the NP
     Pledge Agreement, the Hedging Agreements and all other instruments,
       agreements and other documents executed and delivered pursuant hereto
or thereto."                                                  

                (c)      Article I of the Credit Agreement is hereby amended
by inserting a new Section 1.4, to read in its entirety as set forth below:     

          "Section 1.4 TERMS IN 2005 CREDIT AGREEMENT. Except as
      otherwise expressly provided herein, each term set forth below shall
      have the meaning assigned to it in the 2005 Credit Agreement: "Trian
Fund Management Letter Agreement", "Trian Partners GP Letter  
  Agreement", "Trian Letter Agreement", Trian Parallel Fund Letter
       Agreement", "NP Trian Security Agreement", "Ocean View Trian Security
  Agreement", "PF Trian Security Agreement" and "Peltz Trust Trian
Security Agreement". Notwithstanding the foregoing, if the    
obligations under the 2005                                    

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       Credit Agreement have been paid in full and the 2005 Credit Agreement
   shall terminate, each term set forth above shall have the meaning
      assigned to it immediately prior to the repayment of the obligations
under the 2005 Credit Agreement."                             

             (d)       Section 5.10(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:                        

                            "(a) Not sell, transfer or otherwise
                    dispose of any securities of the same class or
                      convertible into the same class of securities as
                the Triarc Collateral, whether or not such
                     securities are pledged hereunder, from the date
                    hereof until the Obligations have been paid in
                      full. The foregoing restrictions shall not apply
                      after (x) the payment in full of all Obligations
                    related to the Revolving A Commitment, (y) the
                       termination of the Revolving A Commitment and (z)
                        the satisfaction of all conditions for the release
                     of Excess Triarc Shares (as defined in the 2005
                      Credit Agreement) under SECTION 7.16 of the 2005
                 Credit Agreement. Notwithstanding the first
                       sentence of this SECTION 5.10, a Borrower may (i)
                         transfer (each transfer referred to in clauses (A),
                     (B) and (C) below, hereinafter referred to as a
                         "PERMITTED TRANSFER") any Triarc Shares that do not
                constitute Collateral to (A) a member of a
                     Borrower's immediate family, (B) any charitable
                         institution, or (C) an estate planning vehicle of a
                         Borrower (each transferee described in clauses (A),
                     (B) and (C) above, hereinafter referred to as a
                      "PERMITTED TRANSFEREE"), or (ii) sell any Triarc
                       Shares that do not constitute Collateral, so long
                       as, in the case of any sale or transfer specified
                         in either clause (i) or (ii) above, (I) no Event of
                    Default has occurred and is continuing or will
                     result therefrom and (II) either such Permitted
                         Transfer is a Permitted Charitable Contribution, or
                     for purposes of determining compliance with the
                     volume limitation of Rule 144, (1) the sales or
                       other transfers of the Pledged Shares by the Bank
                will not be aggregated with such Permitted
                       Transfers and (2) the Borrowers will not permit a
                        Permitted Transferee (other than with respect to a
                        Permitted Charitable Contribution) to subsequently
                         sell or transfer such Triarc Shares if such sale or
                   transfer by such Permitted Transferee will be
                         aggregated with any sales or other transfers of the
                       Pledged Shares by the Bank. If a Borrower engages
                   in a Permitted Transfer or otherwise sells or
                     transfers Triarc Shares with the Bank's written
                         consent, such Borrower will furnish the Bank with a
                        copy of any Form 144 filed in respect of such sale
                     or other transfer. The Borrowers will use their
                    best efforts to cause any Person (other than a
                        Permitted Transferee) with whom it shall be deemed
                    one "person" for purposes of Rule 144(a)(2) to
                     refrain from selling any securities of the same
                 class or convertible into the same class of
                         securities as the Triarc Collateral, whether or not
such securities           

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                       are pledged hereunder, from the date hereof until
                         the Obligations have been paid in full, all Letters
                of Credit cancelled, any Hedging Agreement
                       terminated and all of the Commitments terminated.
                         As used herein, "PERMITTED CHARITABLE CONTRIBUTION"
                    means any transfer by a Borrower of any Triarc
                     Shares that do not constitute Collateral to any
                      charitable institution, PROVIDED that (y) in any
                    calendar quarter, the aggregate number of such
                  Triarc Shares transferred by Nelson Peltz to
                      charitable institutions shall not exceed 90,000,
                  unless the aggregate number of Triarc Shares
               transferred by Peter W. May to charitable
                        institutions in such calendar quarter is less than
                         45,000, in which event Nelson Peltz can so transfer
                         to charitable institutions in such calendar quarter
                         an additional number of such Triarc Shares equal to
                         (1) 45,000 minus (2) the aggregate number of Triarc
                    Shares actually transferred by Peter W. May to
                      charitable institutions in such calendar quarter
                      (it being understood and agreed that in no event
                    during any calendar quarter shall Nelson Peltz
                     transfer to charitable institutions a number of
                   Triarc Shares which, when aggregated with the
                         number of Triarc Shares transferred by Peter W. May
                       in such calendar quarter, exceed 135,000), or (z)
                      the Bank gives its prior written consent to such
                       transfer, which consent shall not be unreasonably
withheld."                

           (e)      Section 5.12 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:                        

                                "Section 5.12. LIENS. Not create, incur,
                        assume or suffer to exist any Lien (other than the
                    Liens created in favor of the Collateral Agent
                      under any Loan Document) upon or with respect to
                      any of the Triarc Shares (of any class or series
                      and regardless of whether restricted) owned by a
                        Borrower (including any options, warrants or other
                        rights convertible into or exchangeable for Triarc
                    Shares), whether or not such Triarc Shares (or
                         related rights) are pledged to the Collateral Agent
                   under any Loan Document, whether now owned or
                    hereafter acquired. The foregoing restrictions
                      shall not apply after (x) the payment in full of
                all Obligations related to the Revolving A
                        Commitment, (y) the termination of the Revolving A
                       Commitment and (z) all conditions for the release
                     of Excess Triarc Shares (as defined in the 2005
                   Credit Agreement) under SECTION 7.16 the 2005
      Credit Agreement have been met."

             (f)      Section 6.1(h) of the Credit Agreement is hereby
amended and restated to read as follows:                                        

                                  "(h) IMPAIRMENT OF SECURITY. Any provision
                  of any Loan Document, after delivery thereof
 pursuant hereto or the 2005

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                        Credit Agreement, shall for any reason cease to be
                     valid and binding on or enforceable against any
                      Loan Party that is a party thereto, or such Loan
                         Document ceases to create a valid security interest
                       in the collateral purported to be covered thereby
                        or such security interest ceases for any reason to
                be a perfected and first priority security
interest; or"             

             (g)      Section 6.1(j) of the Credit Agreement is hereby
amended by adding "or" at the end thereof, after the semi-colon.                

             (h)      Section 6.1(k) of the Credit Agreement is hereby
amended by deleting the period at the end thereof and by substituting therefor  
the following: "; or".                                                          

          (i)      Section 6.1 of the Credit Agreement is hereby
amended by adding a new subsection (l), to read in its entirety as follows:     

                        "(l) 2005 CREDIT AGREEMENT. Any "Event of Default"
           (as defined in the 2005 Credit Agreement) shall occur."

          (j)      Section 6.2 of the Credit Agreement is hereby
amended by adding the following new sentence at the end of such Section:        

                "In addition, if any Event of Default occurs, the Bank shall
            have the rights, powers and remedies available under any
                other Loan Documents, instruments and agreements required by
             or executed in connection with this Agreement or the 2005
        Credit Agreement, as well as all rights and remedies
available at law or in equity."             

3.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Lender as follows:                               

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Credit          
Agreement, as amended, and each other Loan Document to which such Borrower is   
a party.                                                                        

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment, and the performance of the      
Credit Agreement, as amended hereby, and each other Loan Document to which      
such Borrower is a party (i) do not and will not violate any law or any         
contractual restriction binding on or otherwise affecting such Borrower or any  
of the properties of such Borrower, except for any violation that could not     
reasonably be expected to have a Material Adverse Effect, and (ii) do not and   
will not result in the creation or imposition of any Lien upon any of the       
property (now owned or hereafter acquired) of such Borrower, except Liens       
created in favor of the Collateral Agent.                                       

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person, is required for the  
due execution, delivery and performance by such                                 

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Borrower of this Amendment, or the performance of the Credit Agreement, as      
amended, or any other Loan Document to which such Borrower is a party.          

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Credit Agreement, as amended hereby, and each other Loan      
Document to which such Borrower is a party constitutes, and each Loan Document  
to which such Borrower will be a party, when delivered hereunder, will          
constitute, a legal, valid and binding obligation of such Borrower,             
enforceable against such Borrower in accordance with its respective terms.      

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or proceeding affecting      
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material Adverse Effect.       

               (f)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 3 of this Amendment and in Article   
IV of the Credit Agreement, as amended hereby, and of each Loan Party in each   
other Loan Document and certificate or other writing delivered to the Lender    
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and as of     
such date, except to the extent that any such representation and warranty       
expressly relates solely to an earlier date (in which case such representation  
and warranty shall be true and correct on and as of such earlier date); (ii)    
no Event of Default or Default has occurred and is continuing or would result   
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Lender and consented to in writing by the Lender.                

                (g)      RESIDENCE. The principal residence of each Borrower
is 543 Byram Lake Road, Mount Kisco, NY 10549.                                  

   4.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Lender:                                                                         

         (a)      The Lender shall have received the following
documents, each in form and substance satisfactory to the Lender:               

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

                        (ii)     an opinion, dated the Amendment Effective
Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel  
to the Borrowers, in form and substance reasonably satisfactory to the Bank     
and its counsel; and                                                            

                  (iii)    such other agreements, instruments,
opinions and other documents as the Lender may reasonably request.              

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                (b)      The conditions precedent in Section 3.1 of the 2005
Credit Agreement shall have been satisfied or waived by the Lender and the      
Lender shall have made the initial "Loan" (as defined in the 2005 Credit        
Agreement) to the Borrowers.                                                    

              (c)      The Lender shall have received all fees and other
amounts due and payable to the Lender, including, without limitation, all       
legal fees, costs and expenses of the Lender in connection with the Credit      
Agreement, this Amendment and the other related agreements and documents.       

           (d)      (i) The representations and warranties by each
Borrower contained in Section 3 of this Amendment and in Article IV of the      
Credit Agreement, as amended hereby, and of each Loan Party in each other Loan  
Document and certificate or other writing delivered to the Lender pursuant      
hereto or thereto on or prior to the date hereof are true and correct in all    
material respects on and as of such date as though made on and as of such       
date, except to the extent that any such representation and warranty expressly  
relates solely to an earlier date (in which case such representation and        
warranty shall be true and correct on and as of such earlier date); (ii) no     
Event of Default or Default has occurred and is continuing or would result      
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Lender and consented to in writing by the Lender.                

 5.       CONTINUED EFFECTIVENESS OF CREDIT AGREEMENT. Except as
otherwise expressly provided herein, the Credit Agreement and the other Loan    
Documents are, and shall continue to be, in full force and effect and are       
hereby ratified and confirmed in all respects, except that on and after the     
date hereof (i) all references in the Credit Agreement to "this Agreement",     
"hereto", "hereof", "hereunder" or words of like import referring to the        
Credit Agreement shall mean the Credit Agreement as amended by this Amendment,  
and (ii) all references in the other Loan Documents to which a Borrower is a    
party to the "Credit Agreement", "thereto", "thereof", "thereunder" or words    
of like import referring to the Credit Agreement shall mean the Credit          
Agreement, as amended by this Amendment. Except as expressly provided herein,   
the execution, delivery and effectiveness of this Amendment shall not operate   
as a waiver of any right, power or remedy of the Lender under the Credit        
Agreement, under any other Loan Document or under any other document, nor       
constitute a waiver of any provision of the Credit Agreement.                   

6.       MISCELLANEOUS.                                       

                (a)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (b)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

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                (c)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (d)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Lender (including,        
without limitation, the reasonable fees and other client charges of Schulte     
Roth & Zabel LLP) in connection with the Credit Agreement, this Amendment and   
the related agreements, instruments and other documents.                        

            (e)      FURTHER ASSURANCES. It is understood and agreed
that the parties hereto intend that the Collateral will secure, among other     
things, all Obligations (as defined in the Credit Agreement) and all            
"Obligations" (as defined in the 2005 Credit Agreement). The Borrowers agree    
from time to time, upon the Lender's request, promptly to execute and deliver   
to the Lender such other agreements and documents as may be reasonably          
necessary to effect the intent of the parties hereto (including, without        
limitation, to "cross collateralize" collateral securing the Obligations so as  
to secure the "Obligations").                                                   

             (f)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

               (g)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE LENDER
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE LENDER IN    
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.            

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           IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.      

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

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OMNIBUS AMENDMENT NO. 8 TO  
CREDIT AGREEMENT  

       OMNIBUS AMENDMENT NO. 8, dated January 31, 2006 (the "AMENDMENT"), to
the AMENDED DOCUMENTS (as defined below), by and among NELSON PELTZ and         
CLAUDIA PELTZ (the "BORROWERS") and BANK OF AMERICA, N.A., a national banking   
association (the "BANK").                                                       

      WHEREAS, the Borrowers and the Bank are parties to the Third Amended
and Restated Credit Agreement, dated as of April 2, 2001 (as previously         
amended, the "CREDIT AGREEMENT"), among the Borrowers and the Bank, pursuant    
to which the Bank has agreed to make, during the period from the Effective      
Date (as defined in the Credit Agreement) to the Termination Date (as defined   
in the Credit Agreement), (a) Revolving A Loans to the Borrowers in the         
aggregate principal amount not to exceed $43,000,000 at any time outstanding    
and (b) Revolving B Loans in the aggregate principal amount not to exceed       
$7,000,000 at any time outstanding;                                             

     WHEREAS, it was a condition precedent to the making of any Loan (as
defined in the Credit Agreement) that Nelson Peltz execute and deliver the      
Pledge and Security Agreement dated as of July 23, 2004 (the "PLEDGE            
AGREEMENT"; together with the Credit Agreement, collectively, the "AMENDED      
DOCUMENTS"), made by Nelson Peltz (the "PLEDGOR") in favor of the Bank,         
pursuant to which the Pledgor granted to the Bank a perfected, first priority   
security interest in, and a Lien on, the Pledgor's equity interest in, among    
other things, the Pledged Shares (as defined in the Credit Agreement), as       
security for the Obligations (as defined in the Credit Agreement);              

   WHEREAS, the Borrowers have requested that the Bank amend certain
provisions of the Amended Documents to provide for, among other things, (a) an  
increase in the maximum principal amount available under the Revolving A        
Commitment from $43,000,000 to $65,000,000, (b) the termination of the          
Revolving B Commitment, (c) the release of the Bank's Lien on, and security     
interest in, the Pledgor's interest in the Partnership Interest (as defined in  
the Credit Agreement) pledged to the Bank pursuant to the NP Security           
Agreement (as defined in the Credit Agreement) (the "RELEASED COLLATERAL") and  
(d) the grant by the Pledgor in favor of the Bank of a perfected, first         
priority security interest in, and a Lien on, (i) all of the Triarc Shares (as  
defined in the Credit Agreement) owned by the Pledgor not previously been       
pledged to the Bank, including, without limitation, certain Triarc Shares held  
by the Pledgor in a securities account maintained by Banc of America            
Investment Services, Inc., all as more fully described on Schedule I attached   
hereto, as such Schedule I may be amended or supplemented from time to time,    
(ii) the Securities Accounts referred to below and (iii) certain related        
collateral (the Collateral described in clauses (i), (ii) and (iii),            
hereinafter referred to as the "ADDITIONAL COLLATERAL"), all in accordance      
with and subject to the terms and conditions set forth herein; and              

WHEREAS, the Bank is willing to amend the Amended Documents to
provide for such increase, subject to, among other things, the grant by the     
Pledgor in favor of the Bank of a perfected, first priority security interest   
in, and a Lien on, the Additional Collateral, the payment of commitment fees    
in the aggregate amount of $82,500 and the other terms and conditions set       
forth herein;                                                                   

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     NOW, THEREFORE, in consideration of the premises and the agreements
herein and in order to induce the Bank to maintain the Loans, the Borrowers     
hereby agree with the Bank as follows:                                          

      1.       DEFINITIONS. All terms used herein which are defined in the
Credit Agreement and not otherwise defined herein are used herein as defined    
therein.                                                                        

   2.       AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the Amendment Effective Date and subject to the satisfaction    
(or due waiver) of the conditions set forth in Section 6 hereof, hereby         
amended as follows:                                                             

          (a)      Section 1.1 of the Credit Agreement is hereby
amended as follows:                                                             

                     (i)      Section 1.1 of the Credit Agreement is
hereby amended by inserting the following definitions in their
appropriate alphabetical order:                               

        ""BA CONTROL AGREEMENT" means the Collateral Account
  Notification and Acknowledgment Agreement dated the date hereof,
  among Nelson Peltz, the Bank and the Securities Intermediary, in
      respect of the Securities Account referred to therein, as amended or
otherwise modified from time to time."                        

          ""LIQUID ASSETS" means any of the following (excluding
      assets of any retirement plan): (a) any equity security which, as of
      any date, (i) is traded on the New York Stock Exchange, the American
   Stock Exchange or the NASDAQ Stock Market/National Market System,
       (ii) has a minimum share price of at least $10 per share on such date
    and (iii) any Borrower would be able to sell, based on the average
  daily trading value of such equity security during the four week
     period immediately preceding such date, over a period equal to five
       Business Days; (b) any publicly traded debt security of a corporation
    organized under the laws of the United States or any state thereof
      (including the District of Columbia) that is readily marketable; (c)
       (i) any money market fund registered under the Investment Company Act
of 1940, as amended, (A) which has total assets of at least   
       $1,000,000,000, or (B) whose net asset values are reported on a daily
  basis in THE WALL STREET JOURNAL and (ii) any other money market
funds that are deemed to be acceptable to the Bank in its sole
     judgment; (d) any municipal bond issued by any state, city or local
      agency or authority of the United States which is rated at least BBB
       by Standard & Poor's Rating Service, a division of McGraw-Hill, Inc.,
       and Baa by Moody's Investors Service, Inc., and which has a remaining
      maturity not in excess of five years; (e) any United States Treasury
       bills; (f) any United States Treasury notes or United States Treasury
    bonds which have a remaining maturity not in excess of five years;
      and (g) any cash, in each case of clauses (a) though (g) above, free
       and clear of any Liens; PROVIDED, HOWEVER, that in no event shall any
of the Triarc Shares be included in the                       

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    calculation of Liquid Assets regardless whether or not such Triarc
Shares have been pledged to the Bank."                        

      ""OMNIBUS AMENDMENT NO. 8" means the Third Omnibus
      Amendment, dated as of January 31, 2006, by and between the Borrower
and the Bank."                                                

                ""OMNIBUS AMENDMENT NO. 8 EFFECTIVE DATE" means the later of
       (i) January 31, 2006 and (ii) the date on which all of the conditions
      precedent set forth in Section 6 of the Omnibus Amendment No. 8 have
been satisfied or waived in writing."                         

             ""SECURITIES ACCOUNT" means (a) Account Number P62-021016
      maintained by Nelson Peltz with Banc of America Investment Services,
Inc. and (b) any successor or replacement accounts."          

               ""SECURITIES INTERMEDIARY" means Banc of America Investment
Services, Inc."                                               

          (b)      Section 1.1 of the Credit Agreement is hereby
amended by amending and restating each of the following definitions set forth   
therein to read as follows:                                                     

               ""LOAN DOCUMENTS" means this Agreement, the Notes, the 2005
 Credit Agreement, the other 2005 Loan Documents, the Letters of
 Credit, the L/C Applications, the NP Security Agreement, the NP
    Pledge Agreement, the BA Control Agreement, the Hedging Agreements
    and all other instruments, agreements and other documents executed
and delivered pursuant hereto or thereto."                    

              "PLEDGED SHARES" means, collectively, the shares of common
      stock issued by Triarc and pledged by Nelson Peltz to the Collateral
Agent pursuant to the NP Pledge Agreement, including, without 
limitation, any Triarc Shares held in the Securities Account. 

                "TERMINATION DATE" means (i) with respect to the Revolving B
      Commitment, the Omnibus Amendment No. 8 Effective Date and (ii) with
respect to the Revolving A Commitment, August 5, 2007 or, with
       respect to any Commitment, such earlier date on which such Commitment
shall be terminated pursuant to this Agreement.               

                (c)      The definition of the term "Revolving A Commitment"
is hereby amended by deleting the reference to "$43,000,000" therein, and by    
substituting therefor "$65,000,000".                                            

          (d)      Section 5.1 of the Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of clause (f) therein, (ii)   
redesignating clause (g) therein as clause (h) and (iii) adding the following   
new clause (g) to read as follows:                                              

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                         "(g) as soon as available and in any event not more
        than 60 days after the end of each calendar quarter,
               brokers' statements, bank statements, data and calculations
       and such other information concerning the financial
              condition of either Borrower as the Bank from time to time
              may reasonably request, demonstrating in reasonable detail
                compliance with the provisions of Section 5.9 and 5.15; and"

             (e)      The Credit Agreement is hereby amended by adding
the following new Section 5.13, to read as follows:                             

              "Section 5.13 INDEBTEDNESS. Not create, incur or suffer to
exist any Indebtedness, other than:                           

                        (a)      Indebtedness created hereunder, under the
      under the Notes or otherwise in favor of the Bank;

                      (b)      Indebtedness permitted by Section 5.14;
and                                         

                        (c)      Indebtedness existing on the date hereof,
              as set forth in Schedule 5.13 hereto, and the extension of
               maturity, refinancing or modification of the terms thereof;
              PROVIDED, HOWEVER, that (i) such extension, refinancing or
       modification is pursuant to terms that are not less
             favorable to the Borrowers and the Bank than the terms of
               the Indebtedness being extended, refinanced or modified and
              (ii) after giving effect to such extension, refinancing or
                modification, the amount of such Indebtedness is not greater
           than the amount of Indebtedness outstanding immediately
             prior to such extension, refinancing or modification; and

                 (d)      other unsecured Indebtedness in an
              aggregate principal amount not to exceed $1,000,000 at any
time outstanding."                          

             (f)      The Credit Agreement is hereby amended by adding
the following new Section 5.14, to read as follows:                             

         "Section 5.14 GUARANTIES, ETC. Not assume, guarantee,
endorse or otherwise become directly or contingently liable   
(including, without limitation, liable by way of agreement,   
     contingent or otherwise, to purchase, to provide funds for payment,
      to supply funds to or otherwise invest in the debtor or otherwise to
assure the creditor against loss), in connection with any     
Indebtedness or liability of any other Person, other than:    

                      (a)      guaranties by endorsement of negotiable
         instruments for deposit or collection in the ordinary
course;                                     

                         (b)      guaranties existing on the date hereof, as
           set forth in Schedule 5.13 hereto, and the extension of
               maturity, refinancing or modification of the terms thereof;
              PROVIDED, HOWEVER, that (i) such extension, refinancing or
       modification is pursuant to terms that are not less

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             favorable to the Borrowers and the Bank than the terms of
               the Indebtedness being extended, refinanced or modified and
              (ii) after giving effect to such extension, refinancing or
                modification, the amount of such Indebtedness is not greater
           than the amount of Indebtedness outstanding immediately
             prior to such extension, refinancing or modification; and

                  (c)      other unsecured guaranties covering
               Indebtedness in an aggregate principal amount not to exceed
$500,000 at any time outstanding."          

             (g)      The Credit Agreement is hereby amended by adding
the following new Section 5.15, to read as follows:                             

              "Section 5.15 LIQUID ASSETS. Not permit the aggregate fair
       market value of Liquid Assets of the Borrowers to be at any time less
than $12,000,000."                                            

3.       AMENDMENTS TO PLEDGE AGREEMENT.                      

                (a)      Section 2 of the Pledge Agreement is hereby amended
by (i) redesignating clauses (a), (b) and (c) thereof as clauses (b), (c) and   
(d) respectively, and (ii) adding the following new clause (a) therein to read  
as follows:                                                                     

            "(a) account number P62-021016 maintained by the Pledgor
   with Banc of America Investment Services, Inc. ("BAIS" and/or the
     "SECURITIES INTERMEDIARY"), including, without limitation, all cash
       and cash equivalents, investment property, financial assets, security
       entitlements, capital stock, partnership interests, limited liability
company interests and other equity interests, stock options,  
    commodity contracts, notes, debentures, bonds, promissory notes or
    other evidences of indebtedness and all other securities and other
   assets now or hereafter deposited in or credited to such accounts
  (together with any successor or replacement accounts, all of the
  foregoing accounts are hereinafter referred to individually as a
    "SECURITIES ACCOUNT" and collectively, the "SECURITIES ACCOUNTS");

             (b)      SCHEDULES. Schedule I to the Pledge Agreement is
hereby amended and restated by replacing Schedule I to the Pledge Agreement     
with ANNEX A hereto, which shall be Schedule I to the Pledge Agreement for all  
purposes therein.                                                               

 4.       COMMITMENT FEE. In consideration for the execution and
delivery of this Amendment, the Borrowers agree to pay to the Bank a            
non-refundable commitment fee (the "COMMITMENT FEE") equal to $82,500, which    
Commitment Fee is in addition to any fees payable to the Bank pursuant to the   
Credit Agreement or any amendment thereof. The Commitment Fee shall be deemed   
fully earned on the Amendment Effective Date. The Commitment Fee shall be       
payable in two installments, consisting of (a) the first installment of         
Commitment Fee, payable on the Amendment Effective Date, equal to $41,250 and   
(b) the second installment of Commitment Fee, payable on the earlier to occur   
of August 5, 2006 or the date the Obligations                                   

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are paid in full, equal to $41,250. The parties hereto hereby agree that the    
reference to the "Revolving A Commitment" set forth in Section 4 of Amendment   
No. 6 to Third Amendment and Restated Credit Agreement, dated as of August 5,   
2005 ("AMENDMENT NO. 6"), shall be deemed a reference to "$43,000,000". The     
Bank hereby waives the remaining commitment fee installments with respect to    
the Revolving B Commitment that, pursuant to Section 4 of Amendment No. 6, are  
payable on or before March 30, 2006 and September 30, 2006.                     

5.       REPRESENTATIONS AND WARRANTIES. Each Borrower hereby 
represents and warrants to the Bank as follows:                                 

              (a)      CAPACITY. Such Borrower has the legal capacity to
execute, deliver and perform this Amendment, and to perform the Amended         
Documents, as amended, the New Note (as defined in Section 6) and each other    
Loan Document to which such Borrower is a party.                                

      (b)      NO VIOLATION. The execution, delivery and
performance by such Borrower of this Amendment and the New Note, and the        
performance of the Amended Documents, as amended hereby, the New Note and each  
other Loan Document to which such Borrower is a party (i) do not and will not   
violate any law or any contractual restriction (including, without limitation,  
any constituent document of Triarc or any rule, directive or policy of Triarc)  
binding on or otherwise affecting such Borrower or any of the properties of     
such Borrower, and (ii) do not and will not result in the creation or           
imposition of any Lien upon any of the property (now owned or hereafter         
acquired) of such Borrower, except Liens created in favor of the Collateral     
Agent. The exercise by the Bank of any of its rights and remedies under this    
Amendment or under the Amended Documents, as amended hereby (including,         
without limitation, the sale or other disposition of the Pledged Shares by the  
Bank), will not violate any law or any contractual obligation (including,       
without limitation, any constituent document of Triarc or any rule, directive   
or policy of Triarc) binding on or affecting such Borrower or Triarc.           

             (c)      APPROVALS. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or       
other regulatory body, and no consent of any other Person (including, without   
limitation, Triarc), is required for (i) the due execution, delivery and        
performance by such Borrower of this Amendment or the New Note, (ii) the        
performance of the Amended Documents, as amended, the New Note or any other     
Loan Document to which such Borrower is a party, (iii) the creation of a        
perfected, first priority security interest in any of the Additional            
Collateral, or (iv) the exercise by the Bank of any of its rights and remedies  
with respect to any of the Additional Collateral.                               

           (d)      ENFORCEABILITY OF LOAN DOCUMENTS. Each of this
Amendment and the Amended Documents, as amended hereby, the New Note and each   
other Loan Document to which such Borrower is a party constitutes, and each     
Loan Document to which such Borrower will be a party, when delivered            
hereunder, will constitute, a legal, valid and binding obligation of such       
Borrower, enforceable against such Borrower in accordance with its respective   
terms.                                                                          

            (e)      LITIGATION. There is no material pending or, to
such Borrower's knowledge, threatened action, suit or (i) proceeding affecting  
such Borrower before any court or other Governmental Authority or any           
arbitrator, which is reasonably likely to have a Material                       

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Adverse Effect, or (ii) affecting the Additional Collateral or any other        
Collateral pending or threatened in writing before any court or other           
Governmental Authority or arbitrator.                                           

               (f)      PLEDGE AGREEMENT. The Pledge Agreement, as amended
hereby, creates a valid security interest in favor of the Bank in, among other  
things, the Additional Collateral and the other Pledged Collateral, as          
security for the Obligations. Pursuant to the BA Control Agreement the Bank     
has control of the Pledged Shares (other than any certificated Pledged Shares)  
and the other Additional Collateral, and such control pursuant to the BA        
Control Agreement by the Bank of such Pledged Shares and of all other           
certificates, instruments and cash constituting Additional Collateral from      
time to time results in the perfection of such security interest. Such          
security interest is, or in the case of Additional Collateral or any other      
Pledged Collateral in which the Pledgor obtains rights after the date hereof,   
will be, a perfected, first priority security interest. All action necessary    
or desirable to perfect and protect such security interest has been duly        
taken.                                                                          

                (g)      REGULATION U. None of the proceeds of any Loan will
be used for the purpose, whether immediate, incidental or ultimate, of buying   
or carrying margin stock (within the meaning of Regulation U issued by the      
Board of Governors of the Federal Reserve System).                              

(h)      RULE 144.                          

                    (i)      The Pledged Shares are fully paid and
nonassessable and have been duly authorized and validly issued. All other       
shares of stock constituting Pledged Collateral will be duly authorized and     
validly issued, fully paid and nonassessable. The Pledgor has legally and       
beneficially owned the Pledged Shares described on Exhibit B hereto since the   
dates set forth opposite the applicable certificate evidencing such Pledged     
Shares as set forth on Exhibit B hereto. The information set forth in Exhibit   
B hereto is true and correct;                                                   

                      (ii)     the Pledged Shares are or may be deemed
restricted or control securities (as indicated on Exhibit B) for purposes of    
Rule 144 of the General Rules and Regulations under the Securities Act of 1933  
("RULE 144") promulgated by the Securities and Exchange Commission. The         
Pledgor understands that in order for the Bank to make any Loan to the          
Borrowers which is collateralized by the Rule 144 Securities, the Bank must be  
able to sell the Rule 144 Securities pursuant to Rule 144 (other than with      
respect to any waiting or holding period imposed by Rule 144 as of the date     
hereof), which requires that certain conditions must be met;                    

                      (iii)    the Pledgor has held the Pledged Shares
and borne the full economic risk thereof since or prior to the date(s)          
indicated on Exhibit B;                                                         

               (iv)     the Pledgor is familiar with the
provisions of Section 16 of the Securities Exchange Act of 1934 and the rules   
promulgated thereunder and has made his own determination if the provisions     
thereof are applicable to the Pledgor, and, if applicable, understands the      
possible consequences if the Bank sells the Pledged Shares at a time when such  
sale would deem the Pledgor to have received "short-swing" profits, which       
consequences could include the payment of all such profits to the issuer of     
the Rule 144 Securities by the Pledgor;                                         

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                         (v)      the Pledgor agrees that the Pledged Shares
may be sold as provided for in the Pledge Agreement and, except as provided in  
the Pledge Agreement, expressly waives any rights of notice of sale,            
advertisement procedures, or related provisions granted under applicable law,   
including the New York Lien Law;                                                

                  (vi)     the Pledgor has furnished and shall
furnish the Bank with a true, correct and complete copy of each registration    
rights agreement and other agreement, if any, in respect of or otherwise        
affecting any of the Pledged Shares in existence on the date hereof or that     
may hereafter be entered into;                                                  

                      (vii)    the Pledgor is and will be at all times
the legal and beneficial owner of the Additional Collateral in existence, free  
and clear of any Lien, security interest, option or other charge or             
encumbrance except for the security interest created by the Pledge Agreement.   
There is no financing statement naming the Pledgor as debtor (or similar        
documents or instrument of registration under the law of any jurisdiction) now  
on file or registered in any public office covering any interest of the         
Pledgor in the Additional Collateral, except in favor of the Bank; and          

                 (viii)   upon the occurrence and during the
continuance of an Event of Default, the Bank may publicly sell, transfer or     
otherwise dispose of the Additional Collateral pursuant to Rule 144(k) without  
regard to the requirements of paragraphs (c), (e), (f) or (h) of Rule 144 so    
long as the Bank is not an affiliate of Triarc at the date of such sale,        
transfer or other disposition or at any time within the three months prior      
thereto.                                                                        

                (i)      [REGISTERED PLEDGED SHARES. Sales by the Pledgor in
transactions (the "COVERED TRANSACTIONS") described in the section of the       
[Prospectus] captioned "Plan of Distribution" of up to an aggregate of          
___________ shares of Triarc Shares (evidenced by Certificate Nos. _________)   
owned by the Pledgor are registered under the [Registration Statement].         
Assuming the continued effectiveness of the Registration Statement and such     
delivery of the Prospectus as may be required by the Securities Act of 1933,    
as amended, sales by the Bank, in its capacity as a "pledgee" under the Pledge  
Agreement, of the Pledged Shares in Covered Transactions would be registered    
under the Registration Statement and would not require any amendment to the     
Registration Statement or supplement of the Prospectus.]                        

                (j)      RESIDENCE. The principal residence of each Borrower
is 543 Byram Lake Road, Mount Kisco, NY 10549.                                  

              (k)      SECURITIES INTERMEDIARY. The Pledgor has directed
the Securities Intermediary, and the Securities Intermediary has agreed, that   
it will comply with entitlement orders originated by the Bank without further   
consent by the Pledgor pursuant to the BA Control Agreement.                    

               (l)      BRING-DOWN. (i) The representations and warranties
by such Borrower contained in this Section 6 of this Amendment and in Article   
IV of the Credit Agreement, as amended hereby, and of each Loan Party in each   
other Loan Document and certificate or other writing delivered to the Bank      
pursuant hereto or thereto on or prior to the date hereof are true and correct  
in all material respects on and as of such date as though made on and           

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as of such date, except to the extent that any such representation and          
warranty expressly relates solely to an earlier date (in which case such        
representation and warranty shall be true and correct on and as of such         
earlier date); (ii) no Event of Default or Default has occurred and is          
continuing or would result from the effectiveness of this Amendment; and (iii)  
since the date of the Credit Agreement, no material adverse change in the       
operations, condition (financial or otherwise), business, assets, income or     
prospects of such Borrower has occurred and is continuing, except as            
previously disclosed in writing to the Bank and consented to in writing by the  
Bank.                                                                           

   6.       CONDITIONS. This Amendment shall become effective on the
date (the "AMENDMENT EFFECTIVE DATE") as of which each of the following         
conditions precedent shall have been satisfied in a manner satisfactory to the  
Bank:                                                                           

       (a)      The Bank shall have received the following
documents, each in form and substance satisfactory to the Bank:                 

                   (i)      this Amendment, duly executed by the
Borrowers;                                                                      

                        (ii)     the Fourth Amended and Restated Revolving
A Note, dated the Amendment Effective Date, in substantially the form attached  
hereto as ANNEX B, made by the Borrowers to the order of the Bank and in the    
original principal amount of $65,000,000 (the "NEW NOTE"); and                  

                       (iii)    Federal Reserve Form U-1 provided for in
Regulation U issued by the Board of Governors of the Federal Reserve System,    
the statements made in which shall be such, in the opinion of the Bank, as to   
permit the transactions contemplated hereby in accordance with such             
Regulation;                                                                     

                 (iv)     UCC Financing Statement Amendment,
amending Schedule A to UCC-1 Financing Statement to reflect the pledge by the   
Pledgor of the Additional Collateral;                                           

                         (v)      certified copies of requests for copies or
information on Form UCC-11 or other recent UCC search results, listing all      
effective financing statements which name a Borrower as debtor, together with   
search results with respect to judgment and tax liens searches and copies of    
such financing statements and any other lien, none of which, except as          
otherwise agreed to in writing by the Bank, shall cover any of the Collateral;  

              (vi)     the original stock certificates
representing 100% of the Pledged Shares that are not subject to the BA Control  
Agreement and 15 undated stock powers executed in blank and other proper        
instruments of transfer for the stock certificates pledged by the Pledgor to    
the Bank;                                                                       

                  (vii)    an issuer's letter from Triarc with
respect to the pledge of the Pledged Shares by the Pledgor;                     

                      (viii)   an irrevocable letter, duly executed by
the Pledgor, authorizing the payment of all dividends payable on the Pledged    
Shares directly to the Bank without further consent from the Pledgor;           

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                    (ix)     a certified copy of each Registration
Rights Agreement, if any, together with any consent from Triarc that the Bank   
may reasonably require in order to enjoy the benefits of any Registration       
Rights Agreement in respect of the Pledged Shares;                              

                      (x)      a restricted securities statement, duly
executed by the Pledgor;                                                        

                        (xi)     an opinion, dated the Amendment Effective
Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel  
to the Borrowers, in form and substance reasonably satisfactory to the Bank     
and its counsel;                                                                

                         (xii)    the BA Control Agreement, duly executed by
the Securities Intermediary, the Bank and the Pledgor; and                      

                  (xiii)   such other agreements, instruments,
opinions and other documents as the Bank may reasonably request.                

            (b)      The Bank shall have received all fees and other
amounts due and payable to the Bank, including, without limitation, the         
Commitment Fee referred to in Section 4 hereof and all legal fees, costs and    
expenses of the Bank in connection with the Credit Agreement, this Amendment    
and the other related agreements and documents.                                 

           (c)      (i) The representations and warranties by each
Borrower contained in this Section 5 of this Amendment and in Article IV of     
the Credit Agreement, as amended hereby, and of each Loan Party in each other   
Loan Document and certificate or other writing delivered to the Bank pursuant   
hereto or thereto on or prior to the date hereof are true and correct in all    
material respects on and as of such date as though made on and as of such       
date, except to the extent that any such representation and warranty expressly  
relates solely to an earlier date (in which case such representation and        
warranty shall be true and correct on and as of such earlier date); (ii) no     
Event of Default or Default has occurred and is continuing or would result      
from the effectiveness of this Amendment; and (iii) since the date of the       
Credit Agreement, no material adverse change in the operations, condition       
(financial or otherwise), business, assets, income or prospects of such         
Borrower has occurred and is continuing, except as previously disclosed in      
writing to the Bank and consented to in writing by the Bank.                    

 7.       POST CLOSING DELIVERIES. The Bank shall have received,
within 14 Business Days of the Amendment Effective Date, [25] undated stock     
powers executed in blank and other proper instruments of transfer for the       
stock certificates pledged by the Pledgor to the Bank.                          

      8.       REPLACEMENT OF OLD NOTE; CONTINUED EFFECTIVENESS OF AMENDED
DOCUMENTS. (a) Simultaneously with the execution and delivery of this           
Amendment, the Borrowers are executing and delivering to the Bank the New       
Note. On and after the Amendment Effective Date, the existing Revolving A       
Note, dated May 5, 2005, made by the Borrowers to the order of the Bank and in  
the original principal amount of $43,000,000 (the "OLD NOTE"), shall be         
amended, superseded and replaced by the New Note. It is the intention of the    
parties hereto that this Amendment and the substitution of the New Note for     
the Old Note shall not in any way constitute (i) an extinguishment of the       
indebtedness of the Borrowers under the Old Note, (ii) a                        

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release of the Borrowers from such obligations, or (iii) a novation of the Old  
Note. Promptly after delivery of the New Note, duly executed by the Borrowers   
to the Bank, the Old Note, shall each be marked "cancelled" and replaced by     
the New Note, provided, that the Borrowers shall pay any unpaid interest on     
the Old Note accrued through the date of the New Note on or before January 31,  
20006.                                                                          

              (b)      All references in the Credit Agreement and in any
other Loan Document to "the Revolving A Note", "thereto", "thereof",            
"thereunder" or words of like import referring to the Old Note shall be deemed  
to be references to the New Note, as such promissory note may be modified or    
extended from time to time, and any note issued in exchange or replacement      
therefor. All references in any Loan Document to "Obligations" shall be deemed  
to include any indebtedness (including, without limitation, principal and       
interest) under the New Note.                                                   

               (c)      Except as otherwise expressly provided herein, the
Amended Documents and the other Loan Documents are, and shall continue to be,   
in full force and effect and are hereby ratified and confirmed in all           
respects, except that on and after the date hereof (i) all references in the    
Amended Documents to "this Agreement", "hereto", "hereof", "hereunder" or       
words of like import referring to the Amended Documents shall mean the Amended  
Documents as amended by this Amendment, and (ii) all references in the other    
Loan Documents to the "Credit Agreement", "thereto", "thereof", "thereunder"    
or words of like import referring to the Credit Agreement shall mean the        
Credit Agreement, as amended by this Amendment. Except as expressly provided    
herein, the execution, delivery and effectiveness of this Amendment shall not   
operate as a waiver of any right, power or remedy of the Bank under the         
Amended Documents, under any other Loan Document or under any other document,   
nor constitute a waiver of any provision of the Amended Documents.              

       9.       RELEASE AND TERMINATION. Without recourse and representation
or warranty of any kind, the Bank hereby releases its security interest in,     
and its Lien on, the Released Collateral. The Bank will (A) at the request of   
the Borrowers execute appropriate UCC-3 Statements of Release and (B) at the    
request of the Borrowers execute such additional instruments and other          
writings, and take such other action, as the Borrowers may reasonably request   
(in each case, at the cost and expense of the Borrowers) to effect or evidence  
the release of the Bank's security interest in the Released Collateral and all  
proceeds thereof.                                                               

10.      MISCELLANEOUS.                                       

                (a)      COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate              
counterparts, each of which shall be deemed to be an original, but all of       
which taken together shall constitute one and the same agreement.               

               (b)      HEADINGS. Section headings herein are included for
convenience of reference only and shall not constitute a part of this           
Amendment for any other purpose.                                                

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                (c)      GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.             

              (d)      COSTS AND EXPENSES. The Borrowers agree to pay on
demand all reasonable fees, costs and expenses of the Bank (including, without  
limitation, the reasonable fees and other client charges of Schulte Roth &      
Zabel LLP) in connection with the Credit Agreement, this Amendment and the      
related agreements, instruments and other documents.                            

             (e)      AMENDMENT AS LOAN DOCUMENT. The Borrowers hereby
acknowledge and agree that this Amendment constitutes a "Loan Document."        
Accordingly, it shall be an Event of Default under the Credit Agreement if (i)  
any representation or warranty made by the Borrowers under or in connection     
with this Amendment shall have been untrue, false or misleading in any          
material respect when made, or (ii) the Borrowers shall fail to perform or      
observe any term, covenant or agreement contained in this Amendment.            

             (f)      WAIVER OF JURY TRIAL. THE BORROWERS AND THE BANK
EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,        
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)       
ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE BANK IN THE  
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.                

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           IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.      

          /s/ Nelson Peltz
                          --------------------------------
      NELSON PELTZ

           /s/ Claudia Peltz
                          --------------------------------
       CLAUDIA PELTZ

               BANK OF AMERICA, N.A.

                     By: /s/ Rosemary T. Vrablic
                                   ---------------------------------
                            Name:  Rosemary T. Vrablic
                              Title  Senior Vice President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		8/5/07		110		129
		9/30/06		114		132			13F-HR
		8/5/06		131
		3/30/06		132
Filed on:		2/23/06
		1/31/06		127		129
		11/2/05		118
		9/30/05		114
		8/5/05		101		132
		6/1/05		108					3,  4,  8-K,  DEF 14A
		5/31/05		104					8-K
		5/5/05		81		136
		3/31/05		112
		7/23/04		93		127			4,  SC 13D/A
		4/2/03		75		107			4
		1/2/03		32		75
		12/31/02		75		90
		11/11/02		82
		9/30/02		75
		11/20/01		70		75
		4/2/01		32		127			10-K,  10-Q/A
		12/31/00		53		56			10-K,  10-K405/A,  4,  5
		4/2/00		75					10-Q
		1/4/99		11		24
		1/2/99		32
		1/18/98		6		18
		6/19/97		32		34
		1/31/96		4					8-K
		1/25/96		2		43			8-K
		1/18/96		2		32
		1/1/96		35
		9/30/95		6		18			10-Q
		1/1/95		6		35
		12/31/94		6		18			10-K
		7/29/94		2		29
		6/29/94		15		29
		3/31/94		11		25			10-Q,  8-K
		4/23/93		2		18
		4/14/93		6		35
		3/1/93		6		35
		11/15/92		6		35
		9/25/92		6		35
		5/1/92		6		18
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