Exhibit 10.1


                                 AMENDMENT NO. 2
                                 ---------------

     AMENDMENT  No.  2 (this  "Amendment"),  dated as of May 21,  2007,  to that
certain CREDIT AGREEMENT (as amended, the "Credit Agreement;"  capitalized terms
used herein  without  definition  herein  having the meanings  assigned  thereto
therein),  dated as of July 25, 2005,  among ARBY'S  RESTAURANT  GROUP,  INC., a
Delaware corporation  ("Borrower"),  ARBY'S RESTAURANT HOLDINGS, LLC, a Delaware
limited   liability   company   ("Co-Borrower"   and,  together  with  Borrower,
"Borrowers"),  TRIARC  RESTAURANT  HOLDINGS,  LLC, a Delaware limited  liability
company,   the  Lenders,   the  Issuers,   CITICORP  NORTH  AMERICA,   INC.,  as
administrative  agent for the Lenders and the  Issuers  (in such  capacity,  the
"Administrative Agent") and as collateral agent for the Secured Parties (in such
capacity,  the  "Collateral  Agent"),  BANK OF AMERICA,  N.A. and CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as co-syndication agents for the Lenders and the Issuers,
and Wachovia Bank, National Association,  SunTrust Bank and GE CAPITAL FRANCHISE
FINANCE CORPORATION, as co-documentation agents for the Lenders and the Issuers.

                              W I T N E S S E T H :
                              - - - - - - - - - -

          WHEREAS, the Borrower desires to make certain amendments to the Credit
Agreement, subject to the terms and conditions below;

          WHEREAS,  pursuant to Section 11.1 of the Credit Agreement the Lenders
desire to enter into this Amendment;

          NOW, THEREFORE, in consideration of the foregoing,  and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto hereby agree as follows:

          SECTION One - Amendment. Subject to the satisfaction of the conditions
set forth in Section Two hereof:

          (a) Section 5.1 of the Credit  Agreement is amended in its entirety to
read as follows:

          Borrower  agrees  with the  Administrative  Agent  and each  Revolving
Credit  Lender,  Term Loan  Lender,  Swing Loan  Lender and Issuer that it shall
have, on the last day of each Fiscal  Quarter set forth below,  a Leverage Ratio
of not more than the maximum ratio set forth below opposite such Fiscal Quarter:
<TABLE>
<S>                                               <C>

Fiscal Quarter Ending Closest To                  Maximum Leverage Ratio
September 30, 2005...........................     4.75 to 1
January 1, 2006 .............................     4.75 to 1

March 31, 2006...............................     4.75 to 1
June 30, 2006................................     4.75 to 1
September 30, 2006...........................     4.50 to 1
December 31, 2006............................     4.50 to 1

March 31, 2007...............................     4.50 to 1
June 30, 2007................................     4.50 to 1
September 30, 2007...........................     4.50 to 1
December 30, 2007............................     4.50 to 1

March 31, 2008...............................     4.50 to 1
June 30, 2008................................     4.50 to 1
September 30, 2008...........................     4.50 to 1
December 28, 2008............................     4.50 to 1

March 31, 2009...............................     4.50 to 1
June 30, 2009................................     4.50 to 1
September 30, 2009...........................     4.25 to 1
January 3, 2010..............................     4.25 to 1

March 31, 2010...............................     3.25 to 1
June 30, 2010................................     3.25 to 1
September 30, 2010...........................     3.25 to 1
January 2, 2011..............................     3.25 to 1

March 31, 2011...............................     3.25 to 1
June 30, 2011................................     3.25 to 1
September 30, 2011...........................     3.25 to 1
January 1, 2012..............................     3.25 to 1

March 31, 2012...............................     3.25 to 1
June 30, 2012................................     3.25 to 1
</TABLE>


          (b) Section 5.2 of the Credit  Agreement is amended in its entirety to
read as follows:

          Borrower  agrees  with the  Administrative  Agent  and each  Revolving
Credit  Lender,  Term Loan  Lender,  Swing Loan  Lender and Issuer that it shall
have, on the last day of each Fiscal  Quarter set forth below,  a Lease Adjusted
Leverage  Ratio of not more than the maximum ratio set forth below opposite such
Fiscal Quarter:

<TABLE>
<S>                                               <C>
                                                  Maximum Lease Adjusted
Fiscal Quarter Ending Closest To                  Leverage Ratio
September 30, 2005...........................     5.75 to 1
January 1, 2006..............................     5.75 to 1

March 31, 2006...............................     5.75 to 1
June 30, 2006................................     5.75 to 1
September 30, 2006...........................     5.50 to 1
December 31, 2006............................     5.50 to 1

March 31, 2007...............................     5.75 to 1
June 30, 2007................................     5.75 to 1
September 30, 2007...........................     5.75 to 1
December 30, 2007............................     5.75 to 1

March 31, 2008...............................     5.75 to 1
June 30, 2008................................     5.75 to 1
September 30, 2008...........................     5.50 to 1
December 28, 2008............................     5.50 to 1

March 31, 2009...............................     5.50 to 1
June 30, 2009................................     5.50 to 1
September 30, 2009...........................     5.25 to 1
January 3, 2010..............................     5.25 to 1

March 31, 2010...............................     4.75 to 1
June 30, 2010................................     4.75 to 1
September 30, 2010...........................     4.75 to 1
January 2, 2011..............................     4.75 to 1

March 31, 2011...............................     4.75 to 1
June 30, 2011................................     4.75 to 1
September 30, 2011...........................     4.75 to 1
January 1, 2012..............................     4.75 to 1

March 31, 2012...............................     4.75 to 1
June 30, 2012................................     4.75 to 1

</TABLE>


          (c) Section 5.3 of the Credit  Agreement is amended in its entirety to
read as follows:

          Borrower  agrees  with the  Administrative  Agent  and each  Revolving
Credit Lender,  Term Loan Lender,  Swing Loan Lender and Issuer that (i) for the
period from  January 1, 2007 to  December  28,  2008,  it shall have an Interest
Coverage  Ratio, as determined as of the last day of each Fiscal Quarter in such
period,  for the four Fiscal Quarters ending on such day, of at least 2.75 to 1;
and (ii) for the period before  January 1, 2007 and after  December 28, 2008, it
shall have an Interest  Coverage Ratio, as determined as of the last day of each
Fiscal Quarter in such period,  for the four Fiscal Quarters ending on such day,
of at least 3.00 to 1.

          (d) The table in Section 5.4(a) of the Credit  Agreement is amended in
its entirety to read as follows:

<TABLE>
<S>                                                                   <C>

Period                                                                Maximum Capital Expenditures
January 1, 2005 through January 1, 2006...........................    $55,000,000

January 2, 2006 through December 31, 2006.........................    $40,000,000

January 1, 2007 through December 30, 2007.........................    $45,000,000

December 31, 2007 through December 28, 2008.......................    $45,000,000

December 29, 2008 through January 3, 2010.........................    $45,000,000

January 4, 2010 through January 2, 2011...........................    $40,000,000

January 3, 2011 through January 1, 2012...........................    $40,000,000

January 2, 2012 through the Term Loan Maturity Date...............    $40,000,000

</TABLE>


          (e) Section 8.5(c) of the Credit  Agreement is amended to delete "and"
from the end  thereof,  Section  8.5(d) of the  Credit  Agreement  is amended to
replace the period at the end thereof  with "; and" and a new Section  8.5(e) is
added as follows:

               (e) payments by Co-Borrower or its  Subsidiaries to the direct or
indirect parent of Co-Borrower permitted by Section 8.9(f).

          (f) Section 8.9(f) of the Credit  Agreement is amended in its entirety
to read as follows:

               (f) payments by Co-Borrower or its  Subsidiaries to the direct or
indirect  parent of  Co-Borrower  in an amount equal to federal,  state or local
income or  franchise  taxes  relating  to any time  period  after July 25,  2005
(including any interest,  penalties or expenses related thereto) attributable to
the Co-Borrower or its  Subsidiaries but not payable directly by the Co-Borrower
or its  Subsidiaries  (regardless  of whether or not such amounts are payable as
taxes by the direct or indirect  parent of  Co-Borrower)  either because (a) the
Co-Borrower  or its  Subsidiaries  are  members of a  consolidated,  combined or
similar  income or franchise  tax group of which a direct or indirect  parent of
Co-Borrower is the common parent or (b) the Co-Borrower is a disregarded  entity
for applicable income or franchise tax purposes,  in an amount not to exceed the
taxes that would have been payable by the  Co-Borrower or its  Subsidiaries on a
stand-alone basis or as a stand-alone group consisting of Co-Borrower and/or its
Subsidiaries  (as  the  case  may  be),  in  each  case  as  determined  in  the
Co-Borrower's  reasonable  discretion,  provided  that  the  Co-Borrower  or its
Subsidiaries,  at the sole  discretion  of  Co-Borrower,  may enter into any tax
sharing agreement consistent with the provisions of this Section 8.9(f) with any
Person with which  Co-Borrower or its  Subsidiaries are required or permitted to
file a consolidated, combined or similar tax return or with which Co-Borrower or
its  Subsidiaries  are part of a  consolidated,  combined  or similar  group for
income or franchise tax purposes;

          SECTION TWO - Conditions to Effectiveness. This Amendment shall become
effective when, and only when, the Administrative  Agent shall have received (i)
counterparts  of this  Amendment  executed by the Borrowers and consents to this
Amendment  executed  by the  Requisite  Lenders  and  (ii) by wire  transfer  of
immediately  available  funds,  for the ratable account of each Lender signatory
hereto,  a fee equal to 0.15% of the  aggregate  principal  amount of Term Loans
plus the  aggregate  amount  of  Revolving  Credit  Commitments  of the  Lenders
signatory hereto. The effectiveness of this Amendment (other than Sections Five,
Six and Seven hereof) is  conditioned  upon the accuracy of the  representations
and warranties set forth in Section Three hereof. This Amendment, when effective
shall be deemed effective as of May 21, 2007.

          SECTION THREE - Representations and Warranties; Covenants. In order to
induce the Lenders to enter into this  Amendment,  the  Borrowers  represent and
warrant to each of the Lenders and the Agents that after  giving  effect to this
Amendment,  (x) no Default or Event of Default has  occurred  and is  continuing
under the Credit Agreement;  and (y) the  representations and warranties made by
the  Borrowers  in the Credit  Agreement  are true and  correct in all  material
respects  (except that any  representation  or warranty  that is qualified as to
"materiality" or "Material  Adverse Effect" is true and correct in all respects)
on and as of the date hereof with the same force and effect as if made on and as
of the date  hereof  (or, if any such  representation  or warranty is  expressly
stated to have been made as of a specific date, as of such specific date).

          SECTION FOUR - Reference to and Effect on the Credit Agreement. On and
after  the  effectiveness  of  this  Amendment,  each  reference  in the  Credit
Agreement  to "this  Agreement,"  "hereunder,"  "hereof" or words of like import
referring  to the Credit  Agreement  shall mean and be a reference to the Credit
Agreement,  as amended by this Amendment.  The Credit  Agreement as specifically
amended by this  Amendment is and shall  continue to be in full force and effect
and is hereby in all respects  ratified and confirmed.  The execution,  delivery
and  effectiveness  of this Amendment  shall not,  except as expressly  provided
herein,  operate as an amendment or waiver of any right,  power or remedy of any
Lender or any Agent under the Credit  Agreement,  nor constitute an amendment or
waiver of any provision of the Credit Agreement.

          SECTION FIVE - Costs,  Expenses and Taxes.  The Borrowers agree to pay
all  reasonable  costs  and  expenses  of the  Agents  in  connection  with  the
preparation,  execution  and  delivery  of this  Amendment  (including,  without
limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP), if
any, in accordance with the terms of Section 11.3 of the Credit Agreement.

          SECTION  SIX -  Execution  in  Counterparts.  This  Amendment  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed shall be deemed to be an
original and all of which taken together  shall  constitute but one and the same
agreement.  Delivery of an  executed  counterpart  of a  signature  page to this
Amendment  by facsimile  shall be  effective as delivery of a manually  executed
counterpart of this Amendment.

          SECTION SEVEN - Governing  Law. This  Amendment  shall be governed by,
and construed in accordance with, the laws of the State of New York.



<PAGE>


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

                                   ARBY'S RESTAURANT GROUP, INC.,
                                   as Borrower

                                   By:    /s/DANIEL T. COLLINS
                                        -------------------------
                                   Name:  Daniel T. Collins
                                   Title: Senior Vice President

                                   By:    /s/STEPHEN E. HARE
                                       --------------------------
                                   Name:  Stephen E. Hare
                                   Title: Chief Financial Officer

                                   ARBY'S RESTAURANT HOLDINGS, LLC,
                                   as Co-Borrower

                                   By:    /s/DANIEL T. COLLINS
                                       --------------------------
                                   Name:  Daniel T. Collins
                                   Title: Senior Vice President

                                   By:    /s/STEPHEN E. HARE
                                       --------------------------
                                   Name:  Stephen E. Hare
                                   Title: Chief Financial Officer

                                   CITICORP NORTH AMERICA, INC.,
                                   as Administrative Agent

                                   By:    /s/BLAKE GRONICH
                                      ---------------------------
                                   Name:  Blake Gronich
                                   Title: Vice President