EXHIBIT 10.4
ALLONGE AMENDMENT
ALLONGE AMENDMENT attached to 13.5% Senior Secured
Note, dated July 2, 1996, issued by Triarc Companies, Inc.,
payable to the order of National Propane, L.P.
On July 2, 1996 Triarc Companies, Inc. (together with its successors and
permitted assigns, the "Borrower") issued a 13.5% Senior Secured Note, in the
original principal amount of $40,700,000 (the "Note"), payable to the order of
National Propane, L.P. (together with its successors and permitted assigns, the
"Lender"). Capitalized terms used herein and not otherwise defined have the
meanings set forth in the Note.
The Borrower and the Lender hereby agree that the Note shall be amended as
follows:
1. Amendments to the Note.
(a) The first sentence in the first paragraph of the Note is hereby
amended in its entirety to read as follows:
"FOR VALUE RECEIVED, the undersigned, Triarc Companies,
Inc., a Delaware corporation (together with its successors
and permitted assigns, the "Borrower"), hereby promises to
pay to the order of National Propane, L.P. (together with
its successors and permitted assigns, the "Lender"), at such
place as the Lender shall from time to time designate to the
Borrower in writing, the aggregate principal amount of FORTY
MILLION SEVEN HUNDRED THOUSAND DOLLARS ($40,700,000), in such
amounts and on such dates as determined according to Section
1 hereof, with daily interest on the outstanding principal
amount hereof from the date hereof to (but excluding) the
maturity of this Note (whether by acceleration or otherwise)
at the rate set forth in Section 2 hereof,
said interest being payable in quarterly installments in
arrears on the 30th day of March, June, September and
December in each year and at maturity."
(b) Section 4.1, Prepayment by Borrower, of the Note is hereby amended
by inserting new subsection (f), which shall read in its entirety as
follows:
"(f) Notwithstanding anything to the contrary contained
in this Section 4.1, at any time on or after July 20,
1998 but prior to February 15, 1999, the Borrower shall
have the right, at any time and from time-to-time, at
its sole option and election, to prepay, without premium
or penalty, up to an aggregate of $10,000,000 of the
outstanding principal amount of this Note, together with
accrued interest on the portion prepaid."
2. Confirmation of Terms of Note. Except to the extent amended by this
Allonge Amendment, the provisions of the Note are hereby confirmed and shall
remain in full force and effect.
3. Successors and Assigns. This Allonge Amendment shall be binding upon and
inure to the benefit of the parties hereto and their successors and permitted
assigns.
4. Governing Law. THIS ALLONGE AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO INSTRUMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
IN WITNESS WHEREOF, the parties hereto have executed this Allonge Amendment
as of the 30th day of June, 1998.
TRIARC COMPANIES, INC.
By: /s/ John L. Barnes, Jr.
---------------------------
Name: John L. Barnes, Jr.
Title: Executive Vice President
and Chief Financial Officer
NATIONAL PROPANE, L.P.
By: National Propane Corporation,
its managing general partner
By: /s/ Ronald R. Rominiecki
---------------------------
Name: Ronald R. Rominiecki
Title: President and
Chief Operating Officer
By: National Propane SGP, Inc.,
its special general partner
By: /s/ Ronald R. Rominiecki
---------------------------
Name: Ronald R. Rominiecki
Title: President and
Chief Operating Officer