GUARANTY AGREEMENT
This GUARANTY AGREEMENT is made and entered into as of the 23rd day of
March, 1999 (this "Agreement") between Triarc Companies, Inc. ("Triarc") and
Xxxxx X. May (the "Director").
WHEREAS, National Propane Corporation ("NPC"), a subsidiary of Triarc,
and the Director have entered into an Indemnification Agreement effective April
24, 1993 (the "Indemnification Agreement") which provides for indemnification of
the Director and Triarc wishes to guarantee NPC's obligation to the Director
under the Indemnification Agreement;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
do hereby agree as follows:
1. Guaranty. Triarc hereby irrevocably and unconditionally guarantees
to the Director timely and complete performance by NPC of all of NPC's
undertakings, covenants, obligations and indemnities (collectively,
"Obligations") provided for in the Indemnification Agreement. This guaranty is a
guaranty of payment and of performance.
2. Subrogation. Upon making any payment hereunder, Triarc shall be
subrogated to the rights of the Director against NPC with respect to any such
payment, provided that Triarc shall not enforce a right or receive any payment
by way of subrogation until all of NPC's Obligations shall have been paid in
full and the Director agrees to take at Triarc's expense such steps as Triarc
may reasonably request to implement such subrogation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TRIARC COMPANIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and General Counsel
/s/ Xxxxx X. May
Xxxxx X. May
