TRIARC COMPANIES INC
TERMINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1.txt
<DESCRIPTION>TERMINATION AGREEMENT
<TEXT>
     THIS SURRENDER AND RELEASE  AGREEMENT  dated as of September 19, 2006, made
by and between 760-24 WESTCHESTER AVENUE, LLC and 800-60 WESTCHESTER AVENUE, LLC
both having an office in care of RPW Group,  Inc., 800 Westchester  Avenue,  Rye
Brook,  New York 10573  (hereinafter  referred to  collectively as "Lessor") and
TRIARC COMPANIES,  INC., having an office at 280 Park Avenue, New York, New York
10017 (hereinafter referred to as "Lessee");

                               W I T N E S S E T H

     WHEREAS,  Lessor is the owner of the  building and real  property  commonly
known as and located at 800 Westchester  Avenue,  Rye Brook, New York 10573 (the
"Building");

     WHEREAS,  Lessor and Lessee  entered into that certain lease dated December
22, 2004 (the  "Lease"),  for the entire Seventh (7th) floor in the Building and
consisting  of  Fifty-Two  Thousand,  Nine Hundred and Sixty  (52,960)  rentable
square feet (hereinafter referred to as the "Demised Premises") for a term which
expires on December 31, 2015;

     WHEREAS,  Lessee has never taken occupancy of the Demised  Premises for the
conduct of its  business  and  desires to  surrender  all of its right title and
interest in and to the Lease and Demised  Premises  and has agreed to vacate the
Demised  Premises and tender  possession  thereof to Lessor as of the  Surrender
Date (as  hereinafter  defined) and Lessor has agreed to release Lessee from all
of its  covenants  and  obligations  under the Lease with respect to the Demised
Premises as of the Surrender Date,  subject however to the strict  compliance by
Lessee of the terms hereinafter  specifically set forth and provided that Lessee
pays Lessor an early  termination  fee in the sum of Four Million,  Four Hundred
and  Thirty-One  Thousand,  Forty-Two  and 00/100  ($4,431,042.00)  Dollars (the
"Termination Fee");

     NOW,  THEREFORE,  in consideration of the mutual  agreements of the parties
hereinafter contained,  and other good and valuable  consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties  hereto hereby
agree as follows:

        ARTICLE-1 SURRENDER AND RELEASE OF THE DEMISED PREMISES

     SECTION 1.01.A.  Commencing on the Surrender Date, Lessee hereby surrenders
all of its right title and interest in and to the Lease and the Demised Premises
together with the leasehold estate thereof and agrees that Lessor shall have the
right to possession of the Demised  Premises,  from and after the Surrender Date
and the Lease is hereby  terminated,  null and void and of no further  force and
effect.  Provided that Lessee has paid Lessor the  Termination Fee by bank check
or wire  transfer  on or before the  Surrender  Date and Lessee has  vacated and
surrendered  possession of the Demised  Premises on or before the Surrender Date
and except for those matters with respect to the Demised Premises which pursuant
to the Lease  expressly  survive its  expiration or sooner  termination,  Lessor
hereby releases and discharges Lessee from each and every covenant,  duty, debt,
liability and obligation on Lessee's part to be performed, pursuant to the Lease
with respect to the Demised  Premises,  that may accrue and become  performable,
due or owing from and after the Surrender Date,  except for the those covenants,
duties, debts, liabilities and obligations which pursuant to the Lease expressly
survive the expiration or sooner termination thereof.

     B.  Commencing  on the  Surrender  Date,  and except for those matters with
respect to the Demised  Premises which pursuant to the Lease  expressly  survive
its  expiration or sooner  termination,  Lessee hereby  releases and  discharges
Lessor from each and every  covenant,  duty,  debt,  liability and obligation on
Lessor's part to be performed, pursuant to the Lease with respect to the Demised
Premises from and after the Surrender Date,  including,  but not limited to, and
without  limiting the  generality of the foregoing,  Lessor's  obligation to pay
Lessee the Alteration Fund and Supplemental  Alteration Fund (as those terms are
defined in the Lease).

     SECTION 1.02. As used herein the term "Surrender  Date" shall mean the date
hereof.

                            ARTICLE-2 REPRESENTATIONS

     SECTION 2.01. Lessee, for itself and its legal representatives,  successors
and assigns, covenants and represents to Lessor as follows:

          (a)  Lessee has full right,  authority  and power to surrender  all of
               its right, title and interest in and to the Lease and the Demised
               Premises; and

          (b)  The Lease is in full force and effect, and has not been modified,
               supplemented,  canceled or amended in any respect, and Lessee has
               not assigned, transferred, pledged or otherwise encumbered all or
               any part of its right, title and interest in and to the Lease and
               the Demised Premises,  and the Lease and Demised Premises are now
               and will,  on the  Surrender  Date be free and clear of any liens
               and encumbrances made by Lessee; and

          (c)  Lessee  represents  that  it is  not on the  date  hereof,  be in
               default under any of the terms of the Lease, having performed all
               of the obligations imposed upon it thereunder; and

          (d)  Lessee has no  knowledge  of any default in the  performance  and
               observance of any obligations contained in the Lease, to be kept,
               observed and performed by Lessee,  or any  condition,  which with
               the  giving  of  notice  or  passage  of  time,  or  both,  would
               constitute a default under the Lease.

     SECTION 2.02. Lessor, for itself and its legal representatives,  successors
and assigns, covenants and represents to Lessee as follows:

          (a)  Lessor  has full  right,  authority  and power to enter into this
               Agreement; and

          (b)  The Lease is in full force and effect, and has not been modified,
               supplemented, canceled or amended in any respect; and

          (c)  To  the  best  of   Lessor's   knowledge,   without   independent
               investigation,  Lessee is not on the date hereof in default under
               any of  the  terms  of the  Lease,  having  performed  all of the
               obligations imposed upon it thereunder.

          (d)  Lessor  has  obtained  all  third  party  consents  necessary  in
               connection with entering into this Agreement.

                           ARTICLE 3 - BINDING EFFECT

     SECTION 3.01. This Agreement shall be binding upon and inure to the benefit
of the successors, assigns and heirs of each party.

                           ARTICLE 4 -ATTORNEYS' FEES

     SECTION 4.01.  Should any party to this Agreement bring suit to enforce the
terms of this  Agreement,  the  prevailing  party in any  such  action  shall be
entitled to its reasonable attorneys' fees, including costs of litigation.  Each
party hereto shall bear its own costs and expenses (including legal) incurred in
connection with preparing and negotiating this Agreement.

                            ARTICLE 5 -MISCELLANEOUS

     SECTION 5.01.  This Agreement shall be governed in accordance with the laws
of the State of New York. Any action  concerning any of the matters set forth in
this agreement shall be tried in the State of New York, County of Westchester.

     SECTION  5.02.  This  Agreement   represents  the  entire  agreement,   and
supercedes all prior  agreements,  arrangements and  understandings  between the
parties with respect to the subject  matter  hereof.  Neither this Agreement nor
any provision hereof may be waived, amended,  supplemented or otherwise modified
without the written agreement of both parties.

     SECTION  5.03.   Simultaneously  with  the  execution  hereof,  Lessor  has
delivered  to Lessee The Union Labor Life  Insurance  Company's  consent to this
Agreement.

     IN WITNESS WHEREOF,  this Surrender and Release Agreement has been executed
by the duly authorized representatives of Lessor and Lessee as of the date first
above written.
                        760-24 WESTCHESTER AVENUE, LLC, (Lessor)
                        By: 24 South Third Avenue Corp., its sole member


                        By:  ROBERT P. WEISZ
                             ---------------------------------------------------
                             Name:  Robert P. Weisz
                             Title: President

                        800-60 WESTCHESTER AVENUE, LLC, (Lessor)
                        By: 60-3RD Ave. Corp., its sole member


                        By:  ROBERT P. WEISZ
                             ---------------------------------------------------
                             Name:  Robert P. Weisz
                             Title: President

                        TRIARC COMPANIES, INC.,  (Lessee)


                        By: FRANCIS T. MCCARRON
                            ----------------------------------------------------
                            Name:   Francis T. McCarron
                            Title:  Executive Vice President & Chief
                                    Financial Officer



<PAGE>


STATE OF NEW YORK      )
                       )ss.:
COUNTY OF WESTCHESTER  )

               On this 19th day of September, 2006, before me, the  undersigned,
personally  appeared ROBERT P. WEISZ,  personally known to me or proved to me on
the basis of  satisfactory  evidence to be the  individual(s)  whose  name(s) is
(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
on behalf of which the individual(s) acted, executed the instrument.



                          JANET A. ENRIGHT
                          ----------------

                           Notary Public


STATE OF NEW YORK      )
                       )ss.:
COUNTY OF NEW YORK     )

               On this 19th day of  September, 2006, before me, the undersigned,
personally appeared Francis T. McCarron , personally known to me or proved to me
on the basis of satisfactory  evidence to be the individual(s)  whose name(s) is
(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
on behalf of which the individual(s) acted, executed the instrument.


                           DEBORAH Y. WOLF
                           ---------------

                           Notary Public

</TEXT>
</DOCUMENT>
