Exhibit 4.1
SUPPLEMENTAL INDENTURE NO. 3
dated as of December 16, 1999
among
TRIARC CONSUMER PRODUCTS GROUP, LLC,
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuers
MPAS HOLDINGS, INC.,
MILLROSE, L.P.
and
THE BANK OF NEW YORK,
as Trustee
--------------------------
10 1/4% Senior Subordinated Notes due 2009
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of December 16, 1999, among TRIARC CONSUMER PRODUCTS GROUP, LLC, a Delaware
limited liability company (the "Company"), and TRIARC BEVERAGE HOLDINGS CORP., a
Delaware corporation ("Triarc Beverage," and together with the Company, the
"Issuers"), MPAS HOLDINGS, INC., a Delaware corporation ("MPAS"), MILLROSE,
L.P., a Delaware limited partnership ("Millrose" and, together with MPAS, the
"Undersigned"), and THE BANK OF NEW YORK, as trustee (the "Trustee").
RECITALS
WHEREAS, the Issuers, the Subsidiary Guarantors party thereto and
the Trustee entered into the Indenture, dated as of February 25, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
relating to the Issuers' 10 1/4% Senior Subordinated Notes due 2009 (the
"Notes");
WHEREAS, as a condition to the Trustee entering into the Indenture
and the purchase of the Notes by the Holders, the Issuers agreed pursuant to
Section 4.18 of the Indenture to cause any newly acquired or created Domestic
Restricted Subsidiaries to provide Subsidiary Guarantees.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound, the parties hereto
hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
Section 2. The Undersigned, by their execution of this Supplemental
Indenture, agree to be Subsidiary Guarantors under the Indenture and to be bound
by the terms of the Indenture applicable to Subsidiary Guarantors, including,
but not limited to, Article 13 thereof.
Section 3. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various
counterparts which together shall constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental
to the Indenture and said Indenture and this Supplemental Indenture shall
henceforth be read together.
IN WITNESS WHEREOF, the parties have duly executed and delivered
this Supplemental Indenture or have caused this Supplemental Indenture to be
duly executed on their respective behalf by their respective officers thereunder
duly authorized, as of the day and year first above written.
TRIARC CONSUMER PRODUCTS
GROUP, LLC, as Issuer
By: STUART I. ROSEN
---------------------------------
Name: Stuart I. Rosen
Title: Vice President
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuer
By: STUART I. ROSEN
---------------------------------
Name: Stuart I. Rosen
Title: Vice President
MPAS HOLDINGS, INC.,
as Guarantor
By: STUART I. ROSEN
---------------------------------
Name: Stuart I. Rosen
Title: Vice President
MILLROSE, L.P.,
as Guarantor
By:MILLROSE DISTRIBUTORS, INC.,
its General Partner
By: STUART I. ROSEN
---------------------------------
Name: Stuart I. Rosen
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By: MARIE E. TRIMBOLI
---------------------------------
Name: Marie E. Trimboli
Title: Assistant Treasurer
,