Contribution Agreement

CONTRIBUTION AGREEMENT, dated as of February 23, 1999, between Triarc Companies, Inc., a Delaware corporation ("Triarc"), and Triarc Consumer Products Group, LLC, a Delaware limited liability company ("TCPG").


RECITALS


WHEREAS, Triarc owns 1,000 shares of common stock, par value $1.00 per share (the "RCAC Shares"), of RC/Arby's Corporation, a Delaware corporation ("RCAC"), constituting one-hundred percent (100%) of the issued and outstanding capital stock of RCAC;


WHEREAS, Triarc owns (i) 850,000 shares of common stock, par value $1.00 per share (the "TBHC Common Shares"), of Triarc Beverage Holdings Corp. a Delaware corporation ("TBHC"), constituting one-hundred percent (100%) of the issued and outstanding common stock of TBHC and (ii) 750 shares of redeemable cumulative convertible preferred stock, par value $1.00 per share (the "TBHC Preferred Shares", together with the TBHC Common Shares, the "TBHC Shares"), of TBHC, constituting one-hundred percent (100%) of the issued and outstanding preferred stock of TBHC;


WHEREAS, Triarc owns 1,000 shares of common stock, par value $1.00 per share (the "Cable Car Shares", together with the RCAC Shares and the TBHC Shares, the "Shares"), of Cable Car Beverage Corporation, a Delaware corporation ("Cable Car"), constituting one-hundred percent (100%) of the issued and outstanding capital stock of Cable Car; and


WHEREAS, Triarc being the sole stockholder of RCAC, TBHC and Cable Car, desires to transfer and contribute the Shares to TCPG in exchange for all of the membership interests of TCPG, and TCPG des ...