CONTRIBUTION AGREEMENT, dated as of February 23, 1999, between
Triarc Companies, Inc., a Delaware corporation ("Triarc"), and Triarc Consumer
Products Group, LLC, a Delaware limited liability company ("TCPG").
RECITALS
WHEREAS, Triarc owns 1,000 shares of common stock, par value
$1.00 per share (the "RCAC Shares"), of RC/Arby's Corporation, a Delaware
corporation ("RCAC"), constituting one-hundred percent (100%) of the issued and
outstanding capital stock of RCAC;
WHEREAS, Triarc owns (i) 850,000 shares of common stock, par
value $1.00 per share (the "TBHC Common Shares"), of Triarc Beverage Holdings
Corp. a Delaware corporation ("TBHC"), constituting one-hundred percent (100%)
of the issued and outstanding common stock of TBHC and (ii) 750 shares of
redeemable cumulative convertible preferred stock, par value $1.00 per share
(the "TBHC Preferred Shares", together with the TBHC Common Shares, the "TBHC
Shares"), of TBHC, constituting one-hundred percent (100%) of the issued and
outstanding preferred stock of TBHC;
WHEREAS, Triarc owns 1,000 shares of common stock, par value
$1.00 per share (the "Cable Car Shares", together with the RCAC Shares and the
TBHC Shares, the "Shares"), of Cable Car Beverage Corporation, a Delaware
corporation ("Cable Car"), constituting one-hundred percent (100%) of the issued
and outstanding capital stock of Cable Car; and
WHEREAS, Triarc being the sole stockholder of RCAC, TBHC and
Cable Car, desires to transfer and contribute the Shares to TCPG in exchange for
all of the membership interests of TCPG, and TCPG desires to receive such
shares.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Contribution. On the terms and subject to the conditions
set forth in this Agreement, Triarc shall assign, convey, transfer and deliver,
as a capital contribution to TCPG, all of its rights, title and interest in the
Shares to TCPG.
2. The Closing. Simultaneously with the execution hereof,
Triarc shall deliver to TCPG certificates representing the Shares, in each case
duly endorsed in blank or accompanied by appropriate instruments of transfer
duly endorsed in blank, together with any other documents that are necessary for
TCPG to acquire record and beneficial ownership of the Shares.
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3. Further Assurances. Each party hereto shall execute,
deliver, file and record, or cause to be executed, delivered, filed and
recorded, such further agreements, instruments and other documents, and take, or
cause to be taken, such further actions, as the other party hereto may
reasonably request as being necessary or advisable to effect or evidence the
transactions contemplated by this Agreement.
4. Miscellaneous. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provisions or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any other jurisdiction other than the State of
Delaware. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by a duly authorized officer of each party hereto as of the date first
above written.
TRIARC COMPANIES, INC.
By: /s/ XXXX X. XXXXXX, XX.
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Xxxx X. Xxxxxx, Xx.
Executive Vice President
TRIARC CONSUMER PRODUCTS
GROUP, LLC
By: /s/ XXXX X. XXXXXX, XX.
------------------------------
Xxxx X. Xxxxxx, Xx.
Executive Vice President
