SUPPLEMENTAL INDENTURE
dated as of February 26, 1999
among
TRIARC CONSUMER PRODUCTS GROUP, LLC,
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuers
MILLROSE DISTRIBUTORS, INC.
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 Februay 26, 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"), Millrose Distributors, Inc., a New Jersey corporation (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 (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 its execution of this
Supplemental Indenture, agrees to be a Subsidiary Guarantor 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.
2
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: John L. Barnes, Jr.
--------------------------------------------
Name: John L. Barnes, Jr.
Title: Executive Vice President
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuer
By: John L. Barnes, Jr.
--------------------------------------------
Name: John L. Barnes, Jr.
Title: Executive Vice President
MILLROSE DISTRIBUTORS, INC.
as Guarantor
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
3