AMENDMENT TO TAX SHARING AGREEMENTS
AMENDMENT TO TAX SHARING AGREEMENTS ("the Amendment") dated as of August
15, 1998, among Triarc Companies, Inc., a Delaware corporation ("TRI"), Triarc
Beverage Holdings. Corp., a Delaware corporation ("TBHC"), Snapple Beverage
Corp., a Delaware corporation ("Snapple"), Mistic Brands, Inc., a Delaware
corporation ("Mistic"), and Cable Car Beverage Corporation, a Delaware
corporation ("Cable Car").
TRI, TBHC, Snapple and Mistic are parties to a Tax Sharing Agreement dated
as of May 22, 1997 (the "Existing Agreement").
TRI and Cable Car are parties to a Tax Sharing Agreement dated as of
November 25, 1997 (the "Prior Cable Car Agreement").
Each of TRI, TBHC, Snapple, Mistic and Cable Car desires that the Existing
Agreement be amended to include Cable Car as provided herein.
TRI and Cable Car desire to amend the Prior Cable Car Agreement as provided
herein.
Accordingly, TRI, TBHC, Snapple, Mistic and Cable Car agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have
the meanings ascribed in the Existing Agreement.
2. Amendment to Existing Agreement. Section 1 of the Existing Agreement is
amended by renumbering Section 1.1 as Section 1.2 and by inserting the
following as Section 1.1:
1.1 For purposes of this Agreement, Cable Car (and its subsidiaries) shall
each be considered to be a TBHC Subsidiary and an includible corporation in
the TBHC Group within the meaning of Section 1504(a) of the Code.
3. Taxable Year. For purposes of the Existing Agreement and the Prior Cable
Car Agreement, the taxable year of Cable Car (and its subsidiaries) shall
close as of the date of this Amendment.
4. Effect on Prior Cable Car Agreement. The terms of the Prior Cable Car
Agreement shall continue to apply to Cable Car (and its subsidiaries) and
TRI to determine amounts to be paid by, or to, Cable Car after the date of
this Amendment with respect to taxable periods (or portions thereof) ending
on or prior to the date of this Amendment. The Prior Cable Car Agreement
shall not apply to any taxable period (or portion thereof) beginning on or
after the date of this Amendment.
5. Effective Date of Amendment. The amendments to the Existing Agreement
contained herein shall be effective with respect to taxable periods (or
portions thereof) beginning on or after the date of this Amendment.
6. Confirmation of the Agreements. Except to the extent modified or amended by
this Amendment, the provisions of the Existing Agreement and the Prior
Cable Car Agreement are hereby confirmed and shall remain in full force and
effect.
7. Counterparts. This Amendment may be executed in counterparts, each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
8. Governing Law. This Amendment shall be governed by the laws of the State of
New York, without regard to the conflict of laws rules thereof.
9. Successors and Assigns. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors
and assigns.
IN WITNESS WHEREOF, TRI, TBHC, Snapple, Mistic and Cable Car have executed this
Amendment as of the day and year first above written.
Triarc Companies, Inc. Triarc Beverage Holdings Corp.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. XxXxxxxx
Title: Executive Vice President Title: Senior Vice President--Taxes
and General Counsel
Snapple Beverage Corp. Mistic Brands, Inc.
By: /s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxxx X. XxXxxxxx
------------------------------- -------------------------------------
Name: Xxxxxxx X. XxXxxxxx Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President--Taxes Title: Senior Vice President--Taxes
Cable Car Beverage Corporation
By: /s/ Xxxxxxx X. XxXxxxxx
--------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President--Taxes
