EXHIBIT 4.1
SUPPLEMENTAL INDENTURE NO. 1
dated as of October 25, 2000
among
TRIARC COMPANIES, INC.,
SBG HOLDINGS INC., as Successor,
and
THE BANK OF NEW YORK,
as Trustee
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Zero Coupon Convertible Subordinated Debentures Due 2018
THIS SUPPLEMENTAL INDENTURE No. 1 (this "Supplemental
Indenture"), dated as of October 25, 2000, among TRIARC COMPANIES, INC., a
Delaware corporation (the "Company"), SBG HOLDINGS INC., a Delaware corporation
(the "Successor"), and THE BANK OF NEW YORK, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company and the Trustee entered into the
Indenture, dated as of February 9, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Indenture"), relating to the Company's Zero
Coupon Convertible Subordinated Debentures Due 2018 (the "Securities");
WHEREAS, pursuant to the Agreement and Plan of Merger, dated
as of September 15, 2000 (the "Merger Agreement"), by and among Cadbury
Schweppes plc, CSN Acquisition Inc., CRC Acquisition Inc., the Company, Snapple
Beverage Group, Inc., and Royal Crown Company, Inc., the Company is conveying
and transferring, and the Successor is acquiring, the properties and assets of
the Company substantially as an entirety (the "Transaction");
WHEREAS, Section 5.01 of the Indenture provides that a Person
which acquires by conveyance or transfer the properties and assets of the
Company substantially as an entirety (A) shall be a corporation, limited
liability company, partnership or trust organized and validly existing under the
laws of the United States or any state thereof or the District of Columbia and
(B) shall expressly assume, by an indenture supplemental to the Indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and interest on the Securities
according to their tenor and the due and punctual performance of all of the
covenants and obligations of the Company under the Securities and the Indenture,
including the obligation to deliver shares of common stock of the Company upon
conversion of the Securities;
WHEREAS, Section 5.01 of the Indenture further provides that
the successor Person to which such conveyance or transfer is made shall succeed
to, and be substituted for, the Company, and may exercise every right and power
of the Company under the Indenture with the same effect as if such successor had
been named as the Company therein; and thereafter the Company shall be
discharged from all obligations and covenants under the Securities and the
Indenture;
WHEREAS, pursuant to the terms and conditions of Section 5.01
and Section 9.06 of the Indenture, the Trustee is authorized to sign this
Supplemental Indenture to evidence the assumption by the Successor of the
Company's obligations under the Securities and the Indenture and the release of
the Company from its obligations under the Securities and the Indenture.
2
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 Successor, by its execution of this
Supplemental Indenture, hereby assumes all the obligations of the Company under
the Securities and the Indenture and agrees to be bound by the terms of the
Securities and the Indenture applicable to the Company, effective upon the
completion of the Transaction.
Section 3. The Company is discharged from all obligations and
covenants under the Securities and the Indenture, in accordance with Section
5.01 of the Indenture.
Section 4. THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ITS PRINCIPLES OF CONFLICTS OF LAW SHALL GOVERN THIS SUPPLEMENTAL INDENTURE.
Section 5. The form of Conversion Notice appended to the
Securities is amended in its entirety to read as set forth on Exhibit A hereto.
Section 6. The recitals herein contained are made by the
Company and the Successor, and the Trustee assumes no responsibility for the
correctness thereof.
Section 7. This Supplemental Indenture may be signed in
various counterparts which together shall constitute one and the same
instrument.
Section 8. This Supplemental Indenture is an amendment
supplemental to the Indenture and said Indenture and this Supplemental Indenture
shall henceforth be read together.
3
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 COMPANIES, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx, Xx.
Title: Executive Vice President
SBG HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Treasurer and Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
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Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
