EXHIBIT 4.4
SUPPLEMENTAL INDENTURE NO. 7
dated as of October 25, 2000
among
TRIARC CONSUMER PRODUCTS GROUP, LLC,
SNAPPLE BEVERAGE GROUP, INC.,
as Issuers,
SBG HOLDINGS INC., as Successor Issuer
the SUBSIDIARY GUARANTORS party hereto,
and
THE BANK OF NEW YORK,
as Trustee
--------------------------
10 1/4% Senior Subordinated Notes due 2009
THIS SUPPLEMENTAL INDENTURE No. 7 (this "Supplemental
Indenture"), dated as of October 25, 2000, among TRIARC CONSUMER PRODUCTS GROUP,
LLC, a Delaware limited liability company (the "Company"), SNAPPLE BEVERAGE
GROUP, INC. a Delaware corporation formerly known as Triarc Beverage Holdings
Corp. ("Snapple," and together with the Company, the "Issuers"), SBG HOLDINGS
INC., a Delaware corporation (the "Successor"), the Subsidiary Guarantors party
hereto, as guarantors, and THE BANK OF NEW YORK, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Issuers, the Subsidiary Guarantors, and the
Trustee entered into the Indenture, dated as of February 25, 1999 (as
supplemented by Supplemental Indenture No. 1 dated as of February 26, 1999,
Supplemental Indenture No. 2 dated as of September 8, 1999, Supplemental
Indenture No. 3 dated as of December 6, 1999, Supplemental Indenture No. 4 dated
as of January 2, 2000, Supplemental Indenture No. 5 dated as of the date hereof
and Supplemental Indenture No. 6 dated as of the date hereof, and as otherwise
amended, supplemented and modified from time to time, the "Indenture"), relating
to the Issuers' 10 1/4% Senior Subordinated Notes due 2009 (the "Notes");
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of September 15, 2000 (the "Merger Agreement"), by and among Cadbury Schweppes
plc, CSN Acquisition Inc. ("Merger Sub SB"), CRC Acquisition Inc. ("Merger Sub
RC"), Triarc Companies, Inc., a Delaware corporation ("Triarc Parent"), Snapple
and Royal Crown Company, Inc., a Delaware corporation ("RC"), the Company is
conveying and transferring, and the Successor is acquiring, substantially all of
the assets of the Company through the merger of Merger Sub SB with and into
Snapple and the merger of Merger Sub RC with and into RC (the "Transaction");
WHEREAS, Section 5.01(a)(i) of the Indenture provides that a
Person which acquires by conveyance, transfer or lease substantially all the
assets of the Company shall be a Person organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental to the Indenture, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee,
all of the obligations of the Company under the Notes and the Indenture;
WHEREAS, Section 5.02 of the Indenture provides that upon the
sale, assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.01
of the Indenture, the successor corporation to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for the Company under the Indenture, and the predecessor Company
shall be released from all of its obligations under the Indenture and the Notes.
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 agrees to assume all of the Company's obligations
under the Notes and the Indenture and to be bound by the terms of the Notes and
the Indenture applicable to the Company, upon the completion of the Transaction.
Section 3. The Company is released from all of its obligations
under the Indenture and under the Notes, in accordance with Section 5.02 of the
Indenture.
Section 4. Snapple, as the surviving Person in the merger with
Merger Sub SB, acknowledges and reaffirms its obligations as an Issuer of the
Notes under the Indenture, and RC, as the surviving Person in the merger with
Merger Sub RC, acknowledges and reaffirms its obligations under its Subsidiary
Guaranty and the Indenture.
Section 5. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 6. The recitals herein contained are made by the
Issuers 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.
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 CONSUMER PRODUCTS
GROUP, LLC, as Issuer
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Executive Vice President
SNAPPLE BEVERAGE GROUP, INC.,
as Issuer
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Executive Vice President
SBG HOLDINGS INC.
as Successor Issuer
By: /s/ Xxxxx Xxxxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Secretary and Treasurer
RCAC, LLC
as a Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Executive Vice President
ARBY'S ACQUISITION, LLC
as a Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Executive Vice President
PROMOCIONES HOLDINGS, LLC
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
MISTIC BRANDS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
XXXXXXX'X BEVERAGES, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
OLD SAN XXXXXXXXX XXXXXXX, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
FOUNTAIN CLASSICS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
SNAPPLE BEVERAGE CORP.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SNAPPLE INTERNATIONAL CORP.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SNAPPLE CARIBBEAN CORP.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SNAPPLE WORLDWIDE CORP.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SNAPPLE FINANCE CORP.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
PACIFIC SNAPPLE DISTRIBUTORS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MR. NATURAL, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MILLROSE DISTRIBUTORS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MPAS HOLDINGS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
MILLROSE, L.P.
as a Subsidiary Guarantor
By: MILLROSE DISTRIBUTORS, INC., as
general partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
SNAPPLE DISTRIBUTORS OF LONG ISLAND,
INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
KELRAE, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
RC LEASING, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ROYAL CROWN BOTTLING COMPANY OF
TEXAS
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ROYAL CROWN COMPANY, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
RETAILER CONCENTRATE PRODUCTS, INC.
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
TRIBEV CORPORATION
as a Subsidiary Guarantor
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxxxxx-Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
