SUPPLEMENTAL INDENTURE NO. 2
dated as of September 8, 1999
among
TRIARC CONSUMER PRODUCTS GROUP LLC,
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuers,
the SUBSIDIARY GUARANTORS party hereto
and
THE BANK OF NEW YORK,
as Trustee
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10 1/4% Senior Subordinated Notes Due 2009
SUPPLEMENTAL INDENTURE NO. 2, dated as of September 8, 1999 (the
"SUPPLEMENTAL INDENTURE"), among TRIARC CONSUMER PRODUCTS GROUP, LLC, a Delaware
limited liability company (the "COMPANY"), TRIARC BEVERAGE HOLDINGS CORP., a
Delaware corporation ("TRIARC BEVERAGE", and together with the COMPANY, the
"ISSUERS"), the Subsidiary Guarantors party hereto and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "TRUSTEE").
RECITALS
WHEREAS, the Issuers, the Subsidiary Guarantors and the Trustee are
parties to the Indenture, dated as of February 25, 1999 (as amended,
supplemented or otherwise modified from time to time, the "INDENTURE"), relating
to the Issuers' 101/4% Senior Subordinated Notes due 2009 (the "NOTES");
WHEREAS, Section 9.01(a)(i) of the Indenture allows the Issuers and the
Trustee to cure an ambiguity, omission, defect or inconsistency in the Indenture
without the consent of the Holders (as defined in the Indenture);
WHEREAS, the parties hereto wish to cure a defect set forth in Section
5.03(b)(iii) of the Indenture.
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. Section 5.03(b)(iii) of the Indenture is amended and
restated, effective as of the date hereof, in its entirety to read as follows:
"(iii) The requirements of Section 5.03(a) shall not apply
to a transfer of substantially all of the Capital Stock of
RC/Arby's or any of its Subsidiaries to Triarc Parent as a
Permitted Arby's Dividend."
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 Amendment shall henceforth be read
together.
Section 6. The recitals herein contained are made by the Issuers and
not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof.
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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 thereunto duly
authorized, as of the day and year first above written.
TRIARC CONSUMER PRODUCTS
GROUP, LLC, as Issuer
By: /s/ Brian L. Schorr
----------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
TRIARC BEVERAGE HOLDINGS CORP.,
as Issuer
By: /s/ Brian L. Schorr
----------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
MISTIC BRANDS, INC., as a Subsidiary
Guarantor
By: /s/ Brian L. Schorr
----------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
SNAPPLE BEVERAGE CORP., as a
Subsidiary Guarantor
By: /s/ Brian L. Schorr
----------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
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SNAPPLE INTERNATIONAL CORP., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
SNAPPLE WORLDWIDE CORP., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
SNAPPLE FINANCE CORP., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
PACIFIC SNAPPLE DISTRIBUTORS,
INC., as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
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MR. NATURAL, INC., as a Subsidiary
Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
SNAPPLE CARIBBEAN CORP., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
KELRAE, INC., as a Subsidiary Guarantor
By: /s/ John L. Barnes, Jr.
--------------------------------------
Name: John L. Barnes, Jr.
Title: President
RC/ARBY'S CORPORATION, as a
Subsidiary Guarantor
By: /s/ Curtis S. Gimson
--------------------------------------
Name: Curtis S. Gimson
Title: Senior Vice President, General
Counsel and Secretary
RCAC ASSET MANAGEMENT, INC., as a
Subsidiary Guarantor
By: /s/ Francis T. McCarron
--------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President - Taxes
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ARBY'S, INC., as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
ARBY'S BUILDING AND
CONSTRUCTION CO., as a Subsidiary
Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
TJ HOLDING COMPANY, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
ARBY'S RESTAURANT
CONSTRUCTION COMPANY, as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
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ARBY'S RESTAURANTS, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
ARHC, LLC, as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
RC-11, INC., as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
RC LEASING, INC., as a Subsidiary
Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
ROYAL CROWN BOTTLING COMPANY
OF TEXAS, as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
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ROYAL CROWN COMPANY, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
RETAILER CONCENTRATE
PRODUCTS, INC., as a Subsidiary
Guarantor
By: /s/ Francis T. McCarron
--------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President - Taxes
TRIBEV CORPORATION, as a Subsidiary
Guarantor
By: /s/ Francis T. McCarron
--------------------------------------
Name: Francis T. McCarron
Title: Senior Vice President - Taxes
STEWART'S BEVERAGES, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
--------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
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OLD SAN FRANCISCO SELTZER, INC.,
as a Subsidiary Guarantor
By: /s/ Stuart I. Rosen
---------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
FOUNTAIN CLASSICS, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
---------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
MILLROSE DISTRIBUTORS, INC., as a
Subsidiary Guarantor
By: /s/ Stuart I. Rosen
---------------------------------------
Name: Stuart I. Rosen
Title: Vice President and Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Marie E. Trimboli
---------------------------------------
Name: Marie E. Trimboli
Title: Assistant Treasurer
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