EXHIBIT 4.2
SUPPLEMENTAL INDENTURE NO. 5
dated as of October 25, 2000
among
TRIARC CONSUMER PRODUCTS GROUP, LLC,
SNAPPLE BEVERAGE GROUP, INC.,
as Issuers,
RCAC, LLC,
PROMOCIONES HOLDINGS, LLC
as Subsidiary Guarantors
and
THE BANK OF NEW YORK,
as Trustee
--------------------------
10 1/4% Senior Subordinated Notes due 2009
<PAGE>
2
THIS SUPPLEMENTAL INDENTURE No. 5 (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"), RCAC, LLC, a
Delaware limited liability company and a wholly owned subsidiary of the Company
("RCAC"), PROMOCIONES HOLDINGS, LLC, a Delaware limited liability company and a
wholly owned subsidiary of the Company ("PH"), and THE BANK OF NEW YORK, as
Trustee (the "Trustee").
RECITALS
WHEREAS, the Issuers, the Subsidiary Guarantors party thereto,
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, and Supplemental Indenture No. 4
dated as of January 2, 2000, 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, each of RCAC and PH is a newly created Domestic
Restricted Subsidiary of the Company, and Section 4.18 of the Indenture provides
that any such created Domestic Restricted Subsidiary shall become a Subsidiary
Guarantor by executing an indenture supplemental to the Indenture providing for
the Subsidiary Guaranty;
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of the date hereof (the "Merger Agreement"), between RC/Arby's Corporation, a
Delaware corporation and a Subsidiary Guarantor ("RC/Arby's"), and RCAC,
RC/Arby's will merge (the "Merger") with and into RCAC, with RCAC surviving as a
wholly owned subsidiary of the Company;
WHEREAS, RC/Arby's is a Material Subsidiary Obligor and
Section 5.03(a) of the Indenture provides that no Material Subsidiary Obligor
shall consolidate with or merge with or into any Person without complying with
Section 5.03(a)(i), (ii) and (iii), unless the surviving Person is a Person that
is or becomes a Subsidiary Guarantor concurrently with such transaction and is a
wholly Owned Subsidiary;
WHEREAS, RCAC is a Wholly Owned Subsidiary and by this
Supplemental Indenture shall become a Subsidiary Guarantor.
<PAGE>
3
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. Each of RCAC and PH, by its execution of this
Supplemental Indenture, hereby agrees to be a Subsidiary Guarantor under the
Indenture and to be bound by the terms of the Indenture applicable to Subsidiary
Guarantors including, but not limited to, Article 13.
Section 3. 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 4. The recitals herein contained are made by the
Issuers, and the Trustee assumes no responsibility for the correctness thereof.
Section 5. This Supplemental Indenture may be signed in
various counterparts which together shall constitute one and the same
instrument.
Section 6. This Supplemental Indenture is an amendment
supplemental to the Indenture and said Indenture and this Supplemental Indenture
shall henceforth be read together.
<PAGE>
4
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/ John L. Barnes, Jr.
---------------------------------------
Name: John L. Barnes, Jr.
Title: Executive Vice President
SNAPPLE BEVERAGE GROUP, INC.,
as Issuer
By: /s/ John L. Barnes, Jr.
---------------------------------------
Name: John L. Barnes, Jr.
Title: Executive Vice President
RCAC, LLC,
as a Subsidiary Guarantor
By: /s/ Brian L. Schorr
---------------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
PROMOCIONES HOLDINGS, LLC
as a Subsidiary Guarantor
By: /s/ Brian L. Schorr
---------------------------------------
Name: Brian L. Schorr
Title: Executive Vice President
THE BANK OF NEW YORK, as Trustee
By: /s/ Julie Salovitch-Miller
---------------------------------------
Name: Julie Salovitch-Miller
Title: Vice President
