CUSIP NO. 803438 10 4 Page 8 of 16 Pages
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TERMINATION AGREEMENT
This Termination Agreement, dated as of January 31, 1997, is made and
entered into by and among Triarc Companies, Inc. ("Triarc"), Royal Crown
Company, Inc. ("RCC"), TriBev Corporation ("TriBev"), Saratoga Beverage Group,
Inc. ("Saratoga"), Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxx.
WHEREAS, RCC and Saratoga executed a sales and marketing services agreement
dated as of May 1, 1995 (the "Sales and Marketing Agreement") pursuant to which
RCC agreed to perform certain sales and marketing services on behalf of
Saratoga; and
WHEREAS, RCC assigned the Sales and Marketing Agreement to its wholly-owned
subsidiary, TriBev; and
WHEREAS, Triarc, the ultimate parent company of RCC and TriBev, and
Saratoga entered into a credit agreement dated as of July 13, 1995, as amended
by an Amendment, Waiver and Acknowledgment Agreement dated as of December 13,
1995 (the "Credit Agreement"), pursuant to which Triarc agreed to make loans
with a credit limit of $3,000,000 to Saratoga; and
WHEREAS, Saratoga and Triarc entered into a security agreement dated as of
July 13, 1995 (the "Security Agreement") and a Mortgage and Security Agreement
dated as of December 13, 1995 (the "Mortgage") pursuant to which Saratoga
granted security interests in certain property to Triarc to secure loans under
the Credit Agreement; and
WHEREAS, Triarc owns a non-callable Warrant A (the "A Warrant") to purchase
25% of the shares of Class A Common Stock of Saratoga on a fully-diluted basis
at a price of $.01 per share and a non-callable Warrant B (the "B Warrant") to
purchase 26% of the shares of Class A Common Stock of Saratoga on a
fully-diluted basis at a price of $3.50 per share, subject to adjustment; and
WHEREAS, Triarc, Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxx are parties to a voting
agreement dated as of July 13, 1995 (the "Voting Agreement"); and
WHEREAS, Triarc is the beneficiary of lockup agreements (the "Lockup
Agreements") with Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxx
Xxxxxxxxxxxx, Xxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx; and
WHEREAS, Saratoga terminated the Sales and Marketing Agreement by letter
dated January 9, 1997; and
WHEREAS, Triarc and Saratoga have agreed that Saratoga will repay the
balance due under the Credit Agreement; the Credit Agreement, the Security
Agreement, the Mortgage, the
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CUSIP NO. 803438 10 4 Page 9 of 16 Pages
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Voting Agreement and the Lockup Agreements will be terminated; and Triarc will
acquire 300,000 shares of Class A Common Stock of Saratoga upon exercise of the
A Warrant and Triarc will terminate the remainder of the A Warrant and the
entire B Warrant;
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. As of the date hereof, Saratoga owes Triarc $300,000, excluding interest
accrued thereon, under the Note issued pursuant to the Credit Agreement.
Saratoga agrees to repay the outstanding Loans and all interest accrued
thereon in full upon the execution of this Agreement. Upon payment in
full of the Loans and all interest accrued thereon, (i) the Credit
Agreement, the Security Agreement and the Mortgage will be terminated,
(ii) the Lender Directors will resign from Saratoga's Board of Directors,
(iii) Triarc will execute appropriate UCC Termination Statements and (iv)
all of the collateral securing the Loans shall be released.
2. Triarc shall acquire 300,000 shares of Class A Common Stock of Saratoga
upon exercise of the A Warrant for an exercise price in the aggregate
of $3,000, and the remainder of the A Warrant and the entire B Warrant
shall terminate, effective upon the execution of this Agreement.
Saratoga hereby acknowledges that the Purchase Form relating to the
exercise of the A Warrant, in the form annexed hereto, satisfies all
conditions precedent to the exercise of the A Warrant.
3. The Voting Agreement and each of the Lockup Agreements shall terminate
effective upon the execution of this Agreement.
4. Saratoga hereby releases and discharges Triarc, RCC, TriBev and their
affiliates, assigns, subsidiaries, parents, predecessors and successors
and the shareholders, employees, officers, directors, representatives
and agents of any of them (collectively the "Triarc Releasees"), from
any and all charges, claims or causes of action any of them may have
against any of the Triarc Releasees.
5. Triarc, RCC and TriBev hereby release and discharge Saratoga, its
affiliates, assigns, subsidiaries, parents, predecessors and successors
and the shareholders, employees, officers, directors, representatives
and agents of any of them (collectively the "Saratoga Releasees"), from
any and all charges, claims or causes of action any of them may have
against any of the Saratoga Releasees.
6. Triarc acknowledges that Saratoga is in discussions with various
entities which discussions could result in some form of strategic
alliance or transaction.
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CUSIP NO. 803438 10 4 Page 10 of 16 Pages
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7. Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.
8. This Agreement shall be governed by the laws of the State of New York
applicable to agreements to be performed wholly within such State.
[SIGNATURES BEGIN ON THE NEXT PAGE]
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CUSIP NO. 803438 10 4 Page 11 of 16 Pages
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the 31st
day of January, 1997.
TRIARC COMPANIES, INC.
By: \s\
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ROYAL CROWN COMPANY, INC.
By: \s\
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TRIBEV CORPORATION
By: \s\
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SARATOGA BEVERAGE GROUP, INC.
By: \s\
------------------------------------
\s\
------------------------------------
Xxxxx Xxxxxx
\s\
------------------------------------
Xxxxxxx Xxxxxxxx
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CUSIP NO. 803438 10 4 Page 12 of 16 Pages
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PURCHASE FORM
Dated: January 31, 1997
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing 300,000 shares of Class A Common Stock of
Saratoga Beverage Group, Inc. for an exercise price in the aggregate of $3,000.
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INSTRUCTIONS FOR REGISTRATION OF STOCK
Name: Triarc Companies, Inc.
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Signature TRIARC COMPANIES, INC.
By: \s\
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