Exhibit 4.1
TRIARC BEVERAGE GROUP
709 Westchester Avenue
White Plains, NY 10604
Dated as of April 1, 2000
To the Lenders party to the Credit Agreement referred to below:
Re: First Amendment
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as
of February 25, 1999 (the "Existing Credit Agreement"), among Snapple Beverage
Corp., a Delaware corporation ("Snapple"), Mistic Brands, Inc., a Delaware
corporation ("Mistic"), Stewart's Beverages, Inc. (f/k/a Cable Car Beverage
Corporation), a Delaware corporation ("Stewart's"), RC/Arby's Corporation, a
Delaware corporation ("RC/Arby's") and Royal Crown Company, Inc., a Delaware
corporation ("Royal Crown") (Snapple, Mistic, Stewart's, RC/Arby's and Royal
Crown are collectively referred to as the "Borrowers", and each, individually, a
"Borrower"), the various financial institutions as are or may become parties
thereto (collectively, the "Lenders"), DLJ Capital Funding, Inc., as the
Syndication Agent, Morgan Stanley Senior Funding, Inc., as the Documentation
Agent, and The Bank of New York, as the Administrative Agent. Unless otherwise
defined in this first amendment to the Credit Agreement (this "Amendment" and,
together with the Existing Credit Agreement, the "Credit Agreement"), terms used
herein have the meanings provided in the Credit Agreement.
SECTION 1. AMENDMENT. We hereby request that the Lenders amend the chart
in Section 7.2.7 of the Existing Credit in its entirety to read
as follows:
Closing Date
Through 1999 Fiscal Year $9,500,000
2000 Fiscal Year $16,500,000 ($16,000,000 if
the Arby's Securitization
Residual Payment has been
made)
2001 Fiscal Year $10,000,000 ($9,500,000 if
the Arby's Securitization
Residual Payment has been
made)
2002 Fiscal Year and each $11,000,000 ($10,500,000 if
Fiscal Year thereafter the Arby's Securitization
Residual Payment has been
made);
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective as of the date first above written (the "Amendment
Effective Date") upon receipt:
A. by the Syndication Agent (or its counsel) of counterparts of this
Amendment duly executed by the Borrower and the Required Lenders;
and
B. by the Syndication Agent, for the account of each Lender consenting
to this Amendment (each a "Consenting Lender") at or prior to 12:00
noon on Monday May 15, 2000, a non-refundable amendment fee in an
amount equal to 0.10% of such Consenting Lenders' Percentage of the
Total Exposure Amount.
SECTION 3. MISCELLANEOUS.
A. Loan Document. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered, and
applied in accordance with all of the terms and provisions of the
Credit Agreement.
B. Representations and Warranties. The Borrower hereby represents
and warrants that, both before and after giving effect to this
Amendment, the following statements shall be true and correct:
(i) the representations and warranties set forth in Article VI of
the Credit Agreement (excluding, however, those contained in
Section 6.7 of the Credit Agreement) and in each other Loan
Document shall be true and correct in all material respects
with the same effect as if made on the Amendment Effective
Date (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be
true and correct in all material respects as of such
earlier date);
(ii) except as disclosed by the Borrowers to the Agents and the
Lenders pursuant to Section 6.7(i) of the Credit Agreement,
no labor controversy, litigation, arbitration, action or
governmental investigation or proceeding shall be pending
or, to the knowledge of any Borrower, overtly threatened
against any Borrower or any of its Subsidiaries, or any of
their respective properties, which could reasonably be
expected to have a Material Adverse Effect, and (y) no
development shall have occurred in any labor controversy,
litigation, arbitration, action or governmental
investigation or proceeding disclosed pursuant to
Section 6.7 of the Credit Agreement which could reasonably
be expected to have a Material Adverse Effect;
(iii) the sum of (x) the aggregate outstanding principal amount of
all Revolving Loans and Swing Line Loans and (y) the Letter of
Credit Outstandings does not exceed the lesser of the
Revolving Loan Commitment Amount (as currently in effect) or
the currently existing Borrowing Base Amount; and
(iv) no Default has occurred and is continuing, and no Borrower or
any other Material Obligor is in material violation of any
material law or governmental regulation or court order or
decree.
C. Miscellaneous. Except as expressly modified hereby, the Existing
Credit Agreement shall remain unmodified and shall be in full
force and effect in accordance with its terms, and this Amendment
shall be limited to the express provisions modified hereby and to
this occasion alone. No modification by the any Agent or any
Lender hereunder shall be applicable to subsequent transactions.
No modification hereunder shall require any similar or dissimilar
modification hereafter to be granted. This Amendment may be
executed by facsimile in separate counterparts, each of which
shall be deemed to be an original and all of which shall
constitute together but one and the same Amendment and SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 4. GRANT OF MODIFICATIONS. If the foregoing constitutes an agreement
among us, and you are agreeable to granting the amendment provided
for herein on the terms set forth herein, kindly sign a copy of this
Amendment in the location set forth below.
MISTIC BRANDS, INC.
By: JOHN L. BARNES, JR.
------------------------
Title: Executive Vice
President
SNAPPLE BEVERAGE CORP.
By: JOHN L. BARNES, JR.
------------------------
Title: Executive Vice
President
STEWART'S BEVERAGE, INC.
By: JOHN L. BARNES, JR.
------------------------
Title: Executive Vice
President
RC/ARBY'S CORPORATION
By: JOHN L. BARNES, JR.
------------------------
Title: Executive Vice
President
ROYAL CROWN COMPANY, INC.
By: JOHN L. BARNES, JR.
------------------------
Title: Executive Vice
President
ACKNOWLEDGED, AGREED
& ACCEPTED:
GALAXY CLO 1999-1
By: SAI Investment Advisor, Inc.,
Its Collateral Manager
By: CHRIS OCHS
------------------------
Title: Authorized Agent
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By: RENEE NADLER
------------------------
Title: Managing Director
MORGAN STANLEY SENIOR FUNDING, INC.
By: T. MORGAN EDWARDS II
------------------------
Title: Vice President
KZH HIGHLAND-2 LLC
By: PETER CHIN
------------------------
Title: Authorized Agent
QT LTD.
By: ASHLEY R. HAMILTON
------------------------
Title: Authorized Agent
GLENEAGLES TRADING LLC
By: KELLEY C. WALKER
------------------------
Title: Vice President
PPM SPYGLASS FUNDING TRUST
By: KELLEY C. WALKER
------------------------
Title: Authorized Agent
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: ASHLEY R. HAMILTON
------------------------
Title: Authorized Agent
SRF TRADING, INC.
By: KELLEY C. WALKER
------------------------
Title: Vice President
SRV - HIGHLAND, INC.
By: KELLEY C. WALKER
------------------------
Title: Vice President
WINGED FOOT FUNDING TRUST
By: ASHLEY R. HAMILTON
------------------------
Title: Authorized Agent
OAK MOUNTAIN LIMITED
By: Alliance Capital Management L.P., as Investment Manager
Alliance Capital Management Corp., as General Partner
By: JOEL SEREBRANSKY
------------------------
Title: Senior Vice President
SUMMIT BANK
By: THOMAS D. KNOOP
------------------------
Title: Vice President - Director
FIRST UNION NATIONAL BANK
By: CHARLES EDMONSON
------------------------
Title: Assistant Vice President
BLACK DIAMOND CLO, 1999-1 LTD.
By: JOHN H. CULLINANE
------------------------
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
By: JOHN H. CULLINANE
------------------------
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: KOREN VOLK
------------------------
Title: Authorized Signatory
CAPTIVA FINANCE LTD.
By: JOHN H. CULLINANE
------------------------
Title: Director
CARLYLE HIGH YIELD PARTNERS, LP
By: LINDA PACE
------------------------
Title: Vice President
CARLYLE HIGH YIELD PARTNERS II, LP
By: LINDA PACE
------------------------
Title: Vice President
ELC (CAYMAN) LTD.
By: E. A. KRATZMAN, III
------------------------
Title: Managing Director, IDM
ELC (CAYMAN) LTD. 1999-II
By: E. A. KRATZMAN, III
------------------------
Title: Managing Director, IDM
ELC (CAYMAN) LTD. 1999-III
By: E. A. KRATZMAN, III
------------------------
Title: Managing Director, IDM
FC CBO LIMITED
By: DAVID WALES
------------------------
Title: Director
FIRST DOMINION FUNDING I
By: ANDREW H. MARSHAK
------------------------
Title: Authorized Signatory
FIRST DOMINION FUNIDNG II
By: ANDREW H. MARSHAK
------------------------
Title: Authorized Signatory
FOOTHILL INCOME TRUST, L.P.
BY: FIT GP, LLC, its general partner
By: DENNIS R. ASCHEN
------------------------
Title: Managing Member
HARCH CLO I, LTD.
By: MICHAEL E. LEWITT
------------------------
Title: Authorized Signatory
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.
By: ANNE M. McCARTHY
------------------------
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: ANTHONY HEYMAN
------------------------
Title: Authorized Signatory
LONGHORN CDO (CAYMAN) LTD.
By: Merrill Lynch Asset Management, L.P. as Investment Advisor
By: ANTHONY HEYMAN
------------------------
Title: Authorized Signatory
GREAT POINT CLO 1999-1 LTD
By: Sankaty Advisors, Inc. as Collateral Manager
By: DIANE J. EXTER
------------------------
Title: Executive Vice President, Portfolio Manager
SANKATY HIGH YIELD PARTNERS II, L.P.
By: DIANE J. EXTER
------------------------
Title: Executive Vice President, Portfolio Manager
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as Investment Advisor
By: SCOTT H. PAGE
------------------------
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management, as Investment Advisor
By: SCOTT H. PAGE
------------------------
Title: Vice President
STEIN ROE & FARNHAM INCORPORATED, AS AGENT
FOR KEYPORT LIFE INSURANCE COMPANY
By: JAMES R. FELLOWS
------------------------
Title: Vice President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
By: JAMES R. FELLOWS
------------------------
Title: Vice President
Stein Roe & Farnham Incorporated,
as Advisor to the Stein Roe Floating Rate
Limited Liability
OSPREY INVESTMENTS PORTFOLIO
By: DANIEL SLOTKIN
------------------------
Title: Vice President
STRATEGIC MANAGED LOAN FUND
By: DANIEL SLOTKIN
------------------------
Title: Vice President