-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GJw/Ag+bfJIKtCcaBiIKX+u5s16wN6iB7Ql1V0M2O4jdU6gi1uXcgcMG0f+aKnIM YHUaEFYSPFNsSToHIcOiTw== 0000950142-02-001101.txt : 20021127 0000950142-02-001101.hdr.sgml : 20021127 20021127112858 ACCESSION NUMBER: 0000950142-02-001101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021127 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 02842471 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-451-3000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k112602.txt FORM 8-K DATED 11/27/02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) November 25, 2002 TRIARC COMPANIES, INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-2207 38-0471180 ----------------- -------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation of organization) 280 Park Avenue New York, NY 10017 ---------------------------------------- ----------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (212) 451-3000 ---------------------------------------- ----------------- (Former name or former address, (Zip Code) if changed since last report) Item 5. Other Events On November 26, 2002 Triarc Companies, Inc. announced that the United States Bankruptcy Court for the Southern District of New York confirmed Triarc's plan of reorganization pursuant to which Triarc will acquire Sybra, Inc., the second largest franchisee of the Arby's (R) brand. The acquisition is expected to close in the fourth quarter of 2002. Sybra, Inc., a subsidiary of I.C.H. Corporation, and currently in Chapter 11, owns and operates 239 Arby's restaurants in nine states located primarily in Michigan, Texas, Pennsylvania, New Jersey and Florida. Based on information provided by Sybra, for the twelve months ended December 31, 2001, Sybra had revenues of approximately $200 million. In return for 100% of the equity of a reorganized Sybra, Triarc will pay $8 million to ICH's creditors. In addition, Triarc will make a $14.5 million investment in Sybra and Sybra will remain exclusively liable for its long-term debt and capital lease obligations, which aggregated approximately $104 million as of December 31, 2001. Triarc will also make available to, or obtain for, Sybra a $5.0 million standby financing facility for each of three years (up to $15.0 million in the aggregate) to fund any operating shortfalls of Sybra. In February 2002, ICH and its principal subsidiaries, including Sybra, each voluntarily filed petitions for reorganization under Chapter 11 of the Bankruptcy Code. Sybra has stated that the purpose of the filings was to separate Sybra's Arby's operations from certain ongoing ICH liabilities related to ICH's former ownership of the California-based Lyon's restaurant chain. To date, the filings appear to have helped preserve Sybra's Arby's operations, allowing essentially all of Sybra's restaurants to continue to operate without disruption. A copy of Triarc's Third Amended Joint Plan of Reorganization for ICH, Sybra and a subsidiary of Sybra, as well as a copy of the court order confirming such plan of reorganization and the press release with respect to the proposed acquisition are being filed as exhibits hereto. Item 7. Exhibits (c) Exhibits 2.1 Triarc Companies, Inc.'s Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 22, 2002. 2.2 Findings of Fact, Conclusions of Law, and Order Under Section 1129(a) of the Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming Triarc Companies, Inc.'s Third Amended Joint Plan of Reorganization Under Chapter 11 for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 22, 2002. 99.1 Press release dated November 26, 2002. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. TRIARC COMPANIES, INC. By: /s/ Brian L. Schorr ------------------------------- Brian L. Schorr Executive Vice President and General Counsel Dated: November 27, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. 2.1 Triarc Companies, Inc.'s Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 22, 2002. 2.2 Findings of Fact, Conclusions of Law, and Order Under Section 1129(a) of the Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming Triarc Companies, Inc.'s Third Amended Joint Plan of Reorganization Under Chapter 11 for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 22, 2002. 99.1 Press release dated November 26, 2002 EX-2 3 ex2-1_form8k112602.txt EXHIBIT 2.1 EXHIBIT 2.1 ----------- UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ------------------------------------ x Chapter 11 : In re: : Case No. 02-10485 (PCB) : Case No. 02-10486 (PCB) ICH CORPORATION, et al., : Case No. 02-10488 (PCB) : Debtors. : (Jointly Administered) : - ------------------------------------ x TRIARC COMPANIES, INC.'S THIRD AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE FOR ICH CORPORATION, SYBRA, INC. AND SYBRA OF CONNECTICUT, INC. ----------------------------------------------------------- Dated: New York, New York November 22, 2002 PAUL, WEISS, RIFKIND, WHARTON & GARRISON Alan W. Kornberg (AK/0756) John R. Ashmead (JA/4756) 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 Attorneys for Triarc Companies, Inc. TABLE OF CONTENTS PAGE I. DEFINITIONS AND CONSTRUCTION OF TERMS.................................2 A. Definitions..................................................2 B. Interpretation, Application of Definitions and Rules of Construction................................................14 II. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS........................14 A. Introduction................................................14 1. Unclassified Claims................................15 2. Classified Claims..................................15 III. TREATMENT OF ADMINISTRATIVE CLAIMS, FEE CLAIMS AND PRIORITY TAX CLAIMS..................................................16 A. Administrative Claims.......................................16 B. Bar Date for Administrative Claims..........................16 C. Fee Claims..................................................17 D. Priority Tax Claims.........................................17 IV. TREATMENT OF CLAIMS AND EQUITY INTERESTS............................18 A. Class 1 - Other Priority Claims.............................18 B. Class 2 - Secured Lender Guaranty and Secured Lender Claims.19 C. Class 3 - Other Secured Claims..............................20 D. Class 4 - Care Financial Claim Against ICH..................22 E. Class 5 - ICH General Unsecured Claims......................22 F. Class 6 - Subsidiary General Unsecured Claims...............22 G. Class 7 Equity Interests...................................23 H. Special Provision Regarding Unimpaired Claims...............24 I. Special Provisions Regarding Secured Lender Claims..........24 1. Amounts............................................24 2. Liens..............................................24 3. Fees...............................................24 J. Special Provision Regarding Bicks and Drechsler...................24 V. PROVISIONS REGARDING VOTING UNDER THIS PLAN..........................25 A. Classes Entitled to Vote....................................25 B. Acceptance by Impaired Classes..............................25 C. Cramdown....................................................25 VI. EXECUTORY CONTRACTS AND UNEXPIRED LEASES.............................25 A. Assumption or Rejection of Contracts and Leases.............25 B. Bar to Rejection Damages....................................26 i PAGE VII. PROVISIONS REGARDING CORPORATE GOVERNANCE AND MANAGEMENT OF REORGANIZED ICH........................................27 A. Continued Corporate Existence; Dissolution of Reorganized ICH.............................................27 B. Certificate of Incorporation and By-laws....................27 C. Directors and Officers; Effectuating Documents; Further Transactions................................................27 D. The ICH Plan Administrator..................................27 1. Appointment........................................27 ...................................................28 2. Rights, Powers and Duties of Reorganized ICH and the ICH Plan Administrator.........................28 3. ICH Plan Committee. ..............................29 4. Compensation of the ICH Plan Administrator.........29 5. Indemnification....................................30 6. Insurance..........................................30 7. Special Authority to Object to Claims and Interests and to Settle Disputed Claims............31 E. Cancellation of Securities, Instruments and Agreements Evidencing Claims and Equity Interests......................31 F. Release of Liens............................................32 VIII. PROVISIONS REGARDING CORPORATE GOVERNANCE AND MANAGEMENT OF REORGANIZED SYBRA AND SYBRA CONN.......................32 A. NewCo.......................................................32 B. Directors and Officers of Reorganized Sybra and Reorganized Sybra Conn.; Effective Date Sybra and Sybra Conn.'s Certificates of Incorporation and Effective Date Sybra and Sybra Conn.'s By-laws...................................32 1. Reorganized Sybra..................................32 2. Reorganized Sybra Conn.............................33 IX. MEANS OF IMPLEMENTATION, PROVISIONS REGARDING DISTRIBUTIONS UNDER THIS PLAN AND TREATMENT OF DISPUTED, CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE CLAIMS, CLAIMS AND EQUITY INTERESTS...................33 A. Funding for ICH.............................................33 1. Sale of the ICH Assets.............................33 2. Payment of NewCo Consideration to ICH..............33 B. Funding for Sybra and Sybra Conn............................33 C. Distributions...............................................34 1. Methods of Distributions Under the Plan............34 2. Objections to and Resolution of Claims; NewCo Objection Rights with Respect to ICH Claims........36 3. Allocation of Consideration........................36 4. Cancellation and Surrender of Existing ICH Equity Interests..........................................37 ii PAGE D. Estimation...................................................37 E. The Amended and Effective Date Certificates of Incorporation, the Amended and Effective Date By-laws and Other Implementation Documents..........................37 F. Intercompany Claims.........................................37 X. EFFECT OF CONFIRMATION OF THIS PLAN..................................38 A. Continued Corporate Existence...............................38 B. Dissolution of Creditors' Committee; Cessation of Professional Services.......................................38 C. Revesting of Assets.........................................38 D. Discharge of the Debtors....................................38 E. Debtors' Releases of John Bicks and Robert Drechsler........39 F. Injunction..................................................39 G. Preservation/Waiver of Causes of Action.....................39 1. Preservation of Rights.............................39 ...................................................40 2. Cause of Action Proceeds...........................40 H. Votes Solicited in Good Faith...............................40 I. Administrative Claims Incurred after the Confirmation Date..40 J. Exculpation, Limitations....................................40 1. Exculpation........................................40 ...................................................41 2. Limitation with Respect to Governmental Entities...41 K. Term of Bankruptcy Injunction or Stays......................41 L. Preservation of Insurance...................................41 M. Setoffs.....................................................41 N. Indemnification Obligations.................................41 XI. RETENTION OF JURISDICTION............................................42 XII. MISCELLANEOUS PROVISIONS.............................................42 A. Payment of Statutory Fees...................................42 B. Amendment, Modification or Withdrawal of this Plan; Severability................................................43 C. Governing Law...............................................43 D. Filing or Execution of Additional Documents.................43 E. Section 338(h)(10) Election.................................43 F. Withholding and Reporting Requirements......................43 G. Exemption From Transfer Taxes...............................44 H. Waiver of Federal Rule of Civil Procedure 62(a).............44 I. Headings....................................................44 J. Exhibits....................................................44 K. Notices.....................................................44 L. Plan Supplement.............................................45 M. Conflict....................................................45 N. Setoff by the United States.................................45 iii PAGE XIII. CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE...............................................45 A. Confirmation of this Plan...................................45 B. Conditions Precedent to the Confirmation of the Plan........45 C. Conditions Precedent to Effectiveness.......................45 D. Waiver of Conditions........................................46 E. Effect of Failure of Conditions.............................46 F. Vacatur of Confirmation Order. ............................46 iv Triarc Companies, Inc. ("Triarc") proposes this third amended joint plan of reorganization for ICH Corporation ("ICH"), Sybra, Inc. ("Sybra"), and Sybra of Connecticut, Inc. ("Sybra Conn.," together with ICH and Sybra, the "Debtors") pursuant to section 1121 of the Bankruptcy Code, and the Bankruptcy Court's Order dated August 12, 2002, terminating in favor of Triarc the Debtors' exclusive right to file a plan: I. DEFINITIONS AND CONSTRUCTION OF TERMS A. DEFINITIONS. Unless otherwise defined herein, or the context otherwise requires, the following terms shall have the respective meanings set forth below: ADMINISTRATIVE CLAIM means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases of a kind specified under section 503(b) of the Bankruptcy Code and entitled to priority under sections 507(a)(1) or 507(b) of the Bankruptcy Code, including, without limitation, any actual and necessary costs and expenses of preserving the Debtors' Estates, any actual and necessary costs and expenses of operating the Debtors' businesses, any indebtedness or obligations incurred or assumed by the Debtors in connection with the conduct of their businesses, including, without limitation, for the acquisition or lease of property or an interest in property or the rendition of services, all compensation and reimbursement of expenses to the extent awarded by the Bankruptcy Court under sections 330, 331 or 503 of the Bankruptcy Code, and any fees or charges assessed against the Debtors' Estates under section 1930 of chapter 123 of title 28 of the United States Code. ADMINISTRATIVE AND means the accounts to be funded by NewCo and/or PRIORITY CLAIMS FUNDS Reorganized Sybra with Cash on the Effective Date for the payment of Administrative Claims, Other Priority Claims and, in the case of Reorganized ICH, Priority Tax Claims. A single Administrative and Priority Claim Fund may be established for Reorganized Sybra and Reorganized Sybra Conn. The amount of Cash in each such fund shall be equal to all Allowed and all Disputed Claims of such type (excluding any duplicative Claims or Claim amounts), unless the Bankruptcy Court orders otherwise. 2 ALLOWED means with respect to a Claim or Equity Interest: (i) a Claim or Equity Interest that has been listed by the Debtors on their Schedules as liquidated in amount and not disputed or contingent and for which no proof of claim has been filed by the applicable Bar Date, unless it is a Disputed Claim; or (ii) a Claim for which a proof of Claim has been filed by the applicable Bar Date, or otherwise has been deemed timely filed under applicable law, for which no objection or request for estimation has been filed by the Claims Objection Deadline, unless it is a Disputed Claim; or (iii) a Claim or Equity Interest that is Allowed (a) by a Final Order; (b) by a settlement stipulation; or (c) pursuant to the terms of this Plan; or (iv) with respect to an Administrative Claim, an Administrative Claim for which a holder thereof filed and served a request for payment of such Administrative Claim, unless it is a Disputed Claim. The terms "Allowed Claim" or "Allowed Equity Interest" shall not, for purposes of computing distributions under this Plan, include interest on such Claim or Equity Interest from and after the Petition Date, unless otherwise expressly set forth in this Plan. AMENDED ICH CERTIFICATE means Reorganized ICH's certificate of incorporation OF INCORPORATION AND and by-laws in effect under the laws of the State of BY-LAWS Delaware, as amended pursuant to this Plan. AVAILABLE CASH means all Cash other than Restricted Cash held in the ICH General Unsecured Fund or the Insider Claim Reserve as of the date ten (10) Business Days prior to the date of any distribution. BALLOTS means each of the ballot forms distributed with the Disclosure Statement to each holder of an Impaired Claim upon which is to be indicated, among other things, acceptance or rejection of this Plan. BANKRUPTCY CODE means title 11 of the United States Code, 11 U.S.C.ss.ss. 101 ET SEQ., as amended from time to time. 3 BANKRUPTCY COURT means the United States Bankruptcy Court for the Southern District of New York in which the Chapter 11 Cases were commenced on February 5, 2002, or any other court with jurisdiction over the Chapter 11 Cases. BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, and local rules of the Bankruptcy Court, as now in effect or hereafter amended. BAR DATE means the applicable deadline by which a proof of Claim must have been or must be filed, as established by an order of the Bankruptcy Court, including the Bar Date Order and the Confirmation Order. The term "Bar Date" also includes the deadline for filing Fee Claims established pursuant to Section III.C of this Plan, the deadline for filing Administrative Claims established pursuant to Section III.B of this Plan and the deadline for filing Claims arising from rejection of executory contracts and unexpired leases established pursuant to Section VI.B of this Plan. BAR DATE ORDER means the Order (i) Fixing Deadline for the Filing of Proofs of Claim and (ii) Approving the Form and Manner of Notice with Respect Thereto entered by the Bankruptcy Court on May 29, 2002, as the same may have been or hereafter may be amended, modified or supplemented. BICKS means John A. Bicks, Co-Chairman and Co-CEO of the Debtors. BICKS EMPLOYMENT means that Employment Agreement dated September 1, AGREEMENT 1999 with ICH and its subsidiaries, as further amended and modified. BICKS/DRECHSLER LETTER means that certain letter agreement, dated November AGREEMENT 15, 2002, amongst NewCo, Bicks and Drechsler, a copy of which is attached hereto as Exhibit E. BUSINESS DAY means every day other than a Saturday, Sunday or "legal holiday" ( as defined in Bankruptcy Rule 9006(a)). CARE FINANCIAL means Care Financial Corporation, a Delaware corporation wholly owned by ICH. CARE FINANCIAL CLAIM means the Claim of Care Financial against ICH. 4 CARE FINANCIAL RETIREES means those individuals to whom Care Financial is obligated in respect of the Care Financial Retirees Liability. CARE FINANCIAL RETIREES means the post-retirement healthcare and life LIABILITY insurance benefit obligations to the Care Financial Retirees which Care Financial assumed from Lone Star Liquidating Trust in 1998. CARE INTERCOMPANY means the amounts Care Financial owes to (i) Sybra PAYABLES ($356,524.65 as listed on the Schedules) and (ii) ICH ($145,000 as listed on the Schedules). CASH means legal tender of the United States of America. CAUSES OF ACTION means all Claims, causes of action (including those assertable derivatively), liabilities, obligations, suits, debts, sums of money, damages, demands, judgments, whether known or unknown, now owned or hereafter acquired by the Debtors, and the Cash and non-Cash proceeds thereof, whether arising under the Bankruptcy Code or other Federal, state or foreign law, equity or otherwise, including, without limitation, any causes of action against any Professionals and any causes of action arising under sections 510, 544, 547, 548, 549, 550, 551, 553 or any other section of the Bankruptcy Code or other applicable law. CHAPTER 11 CASES means the Chapter 11 cases commenced by the Debtors. CLAIM means a "claim," as defined in section 101(5) of the Bankruptcy Code. CLAIMS PAYMENT FUNDS means the Administrative and Priority Claim Funds, the ICH General Unsecured Fund, the Subsidiary General Unsecured Fund, the Secured Lender Claim Fund. CLAIMS OBJECTION means the last day for filing objections to Disputed DEADLINE Claims (other than Disputed Claims for which no objection or request for estimation shall be required), which day shall be the later of (i) sixty (60) days after the Effective Date or (ii) sixty (60) days after the Filing of a proof of Claim for, or request for payment of, such Claim or such other date as the Bankruptcy Court may order. CLASS means a category of holders of Claims or Equity Interests, as described in Section II hereof. 5 COLLATERAL means any property or interest in property of the Debtors' Estates subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable law. CONFIRMATION DATE means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court. CONFIRMATION HEARING means the hearing to consider confirmation of this Plan pursuant to section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time. CONFIRMATION ORDER means the order entered by the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code. CREDITORS' COMMITTEE means the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as it may be constituted from time to time. DEBTORS means collectively ICH, Sybra and Sybra Conn. DEBTORS IN POSSESSION means the Debtors in their capacity as debtors in possession in the Chapter 11 Cases pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. DISCLOSURE STATEMENT means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as such disclosure statement may be amended, modified or supplemented from time to time. DISCLOSURE STATEMENT means the order dated October 24, 2002, approving, APPROVAL ORDER among other things, the Disclosure Statement. DISPUTED means with respect to any Claim, including any Administrative Claim, which is not an Allowed Claim pursuant to this Plan, a Final Order or a settlement stipulation, and (i) if no proof of Claim or request for payment of an Administrative Claim has been filed by the applicable Bar Date: (a) a Claim that has been or hereafter is listed on the Schedules as disputed, contingent or unliquidated; or (b) a Claim that has been or hereafter is listed on the Schedules as other than disputed, contingent or unliquidated, but as to which the Debtors, Reorganized Debtors, the ICH Plan Administrator or any other party in interest has interposed a timely objection 6 or request for estimation in accordance with this Plan, the Bankruptcy Code and the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Administrative Claims, the deadline set forth in Section III.B of this Plan, as applicable, which objection or request for estimation has not been withdrawn or determined by a Final Order; or (ii) if a proof of Claim or request for payment of an Administrative Claim has been filed by the applicable Bar Date: (a) a Claim for which no corresponding Claim has been or hereafter is listed on the Schedules; (b) a Claim for which a corresponding Claim has been or hereafter is listed on the Schedules as other than disputed, contingent or unliquidated, but the nature or amount of the Claim as asserted in the proof of Claim varies from the nature or amount of such Claim as listed on the Schedules; (c) a Claim for which a corresponding Claim has been or hereafter is listed on the Schedules as disputed, contingent or unliquidated; or (d) a Claim or request for payment of an Administrative Claim for which a timely objection or request for estimation is interposed by the Debtors, Reorganized Debtors, the ICH Plan Administrator or any other party in interest in accordance with this Plan, the Bankruptcy Code and the Bankruptcy Rules by the Claims Objection Deadline or, with respect to Administrative Claims, the deadline set forth in Section III.B hereof, as applicable, which objection or request for estimation has not been withdrawn or determined by a Final Order. A Claim of the type listed in clauses (a) through (c) of this paragraph (ii) shall no longer be considered a Disputed Claim and shall be deemed Allowed if no objection or request for estimation has been filed by the Claims Objection Deadline. DISPUTED CLAIMS means the reserves of Cash established and maintained RESERVES by each of Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. for holders of Disputed Claims pursuant to Section IX.C.1(d) hereof. DRECHSLER means Robert H. Drechsler, Co-Chairman and Co-CEO of the Debtors. DRECHSLER EMPLOYMENT means that Second Amended and Restated Employment AGREEMENT Agreement dated September 1, 1999 with ICH and its subsidiaries, as further amended and modified. EFFECTIVE DATE means the first Business Day on which all of the conditions specified in Section XIII.C of this Plan have been satisfied or waived in accordance with Section XIII.D of this Plan; 7 PROVIDED, HOWEVER, that if a stay of the Confirmation Order is in effect on such date, the Effective Date will be the first Business Day after such stay is no longer in effect. EFFECTIVE DATE SYBRA means, at the sole discretion of Triarc, either (a) CERTIFICATE OF an amended Sybra Certificate of Incorporation filed INCORPORATION AND BY- with the Secretary of State of the State of Michigan, LAWS and amended Sybra By-laws adopted, on or before the Effective Date or (b) a new Sybra Certificate of Incorporation filed with the Secretary of State of the State of Delaware, and new Sybra By-laws adopted, on or before the Effective Date in connection with a reincorporation of Sybra in Delaware. EFFECTIVE DATE SYBRA means, at the sole discretion of Triarc, either (a) CONN. CERTIFICATE OF an amended Sybra Conn. Certificate of Incorporation INCORPORATION AND filed with the Secretary of State of the State of BY-LAWS Connecticut, and amended Sybra Conn. By-laws adopted, on or before the Effective Date or (b) a new Sybra Conn. Certificate of Incorporation filed with the Secretary of State of the State of Delaware, and new Sybra Conn. By-laws adopted, on or before the Effective Date in connection with a reincorporation of Sybra Conn. in Delaware. EQUITY INTEREST means any share of preferred stock or common stock or other instrument evidencing an ownership interest in the Debtors, whether or not transferable, and any option, warrant, or right, contractual or otherwise, to acquire, sell or subscribe for any such interest. ESTATES means the estates of ICH, Sybra and Sybra Conn. FEE CLAIM means an Administrative Claim under section 330(a), 331 or 503 of the Bankruptcy Code for compensation of a Professional or other entity for services rendered or expenses incurred in the Chapter 11 Cases on or prior to the Effective Date (including expenses of the members of the Creditors' Committee incurred as members of the Creditors' Committee in discharge of their duties as such). FEE ORDER means the order under sections 105(a) and 331 of the Bankruptcy Code, Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated February 27, 2002. FINAL ORDER means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket in the Chapter 11 Cases, the operation or effect of which has not been stayed, reversed, vacated or amended, and as to which order or 8 judgment (or any revision, modification, or amendment thereof) the time to appeal, petition for certiorari, or seek review or rehearing has expired and as to which no appeal, petition for certiorari, or petition for review or rehearing was filed or, if filed, remains pending. ICH means ICH Corporation, a Delaware corporation. ICH ASSETS means (i) the Equity Interests in Sybra held by ICH (which represent 100% of the ownership interests in Sybra), (ii) Cash and Cash equivalents, and (iii) defenses, offsets, claims and Causes of Action (including any proceeds thereof) related in any way to the Care Financial Claim or the holders thereof. The ICH Assets shall also include, at NewCo's sole discretion, the Equity Interests in Care Financial held by ICH. ICH GENERAL UNSECURED means any Claim against ICH that is not a Secured CLAIM Claim, a Secured Lender Guaranty Claim, Administrative Claim, Priority Tax Claim, Other Priority Claim or Care Financial Claim. ICH GENERAL UNSECURED means $8 million in Cash plus the proceeds of the ICH DISTRIBUTION Tax Refund less any amounts deposited to the ICH Operating Reserve pursuant to Section VII.D.4.(a). ICH GENERAL UNSECURED means an account to be funded by NewCo with $8 FUND million in Cash on the Effective Date for the payment of the ICH General Unsecured Distribution. ICH OPERATING RESERVE means the reserve account to be established and maintained by Reorganized ICH into which NewCo shall deposit the ICH Plan Administration Amount and into which Reorganized ICH shall from time to time deposit Cash to fund, among other things, the expenses of the ICH Plan Administrator and Reorganized ICH, as set forth more fully in the ICH Plan Administrator Agreement. ICH PLAN ADMINISTRATOR means the person designated by Triarc prior to the Confirmation Date and approved by the Bankruptcy Court pursuant to the Confirmation Order to administer certain provisions of this Plan pertaining to Reorganized ICH in accordance with the terms of this Plan and the ICH Plan Administrator Agreement and to take such other actions as may be authorized under this Plan and the ICH Plan Administrator Agreement, and any successor thereto. ICH PLAN ADMINISTRATOR means the agreement between and among Reorganized ICH, 9 AGREEMENT NewCo and the ICH Plan Administrator, specifying the rights, duties and responsibilities of the ICH Plan Administrator under this Plan, in substantially the form set forth in the Plan Supplement. ICH PLAN ADMINISTRATION $150,000 in Cash to be funded to the ICH Operating AMOUNT Reserve on the Effective Date by NewCo. ICH PLAN COMMITTEE means a committee comprised of three or fewer holders of Allowed ICH General Unsecured Claims to be formed on or before the Effective Date for purposes relating to Class 5, as outlined in this Plan. The ICH Plan Committee may be reconstituted from time to time by order of the Bankruptcy Court. ICH TAX REFUND means the $449,500 federal tax refund paid to ICH in or about early October, 2002, less any federal, state, local or foreign taxes imposed upon receipt of such refund. IMPAIRED means, when used with reference to a Claim or Equity Interest, a Claim or Equity Interest that is Impaired within the meaning of section 1124 of the Bankruptcy Code. INITIAL DISTRIBUTION DATE means the Effective Date or as soon thereafter as practicable, but no later than thirty (30) days after the Effective Date. INTERCOMPANY CLAIM means any Claim held by a Debtor against any other Debtor. LIEN has the meaning set forth in section 101 of the Bankruptcy Code. NEW FINANCING FACILITY means an unsecured credit facility in an amount of up to $5 million for each of three (3) years after the Effective Date to be made or obtained by NewCo (or an affiliate thereof) for Reorganized Sybra and Reorganized Sybra Conn. to meet their working capital requirements and to make payments otherwise required under the Plan. Repayment of the New Financing Facility will be guaranteed by Triarc, if required by the financing source, and will be subject to the restrictions, if any, in the Secured Loan Documents.. NEWCO means Triarc Restaurant Holdings, LLC, a Delaware limited liability company and a subsidiary of Triarc. 10 NEWCO PURCHASE AND means the agreement between the Reorganized Debtors FUNDING AGREEMENT and NewCo, pursuant to which NewCo agrees to purchase the ICH Assets and satisfy certain funding requirements of this Plan, in substantially the form set forth in the Plan Supplement. ORDINARY COURSE ORDER means that certain Order, dated March 14, 2002, pursuant to sections 105(a), 327, 328 and 330 of the Bankruptcy Code Authorizing the Debtors to Employ Professionals Utilized in the Ordinary Course of Business. OTHER PRIORITY CLAIM means a Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code (other than Administrative Claims and Priority Tax Claims). OTHER SECURED CLAIM means a Secured Claim that is not a Secured Lender Claim. PETITION DATE means February 5, 2002, the date on which the Debtors filed their petitions for relief commencing the Chapter 11 Cases. PLAN means this Chapter 11 plan, including the Plan Supplement and all supplements, appendices and schedules thereto, as the same may be amended or modified from time to time. PLAN SUPPLEMENT means the forms of documents specified in Section XII.L of this Plan, which shall be filed with the Bankruptcy Court no later than ten (10) days before the Voting Deadline. PRIORITY TAX CLAIM means any unsecured Claim held by a governmental unit entitled to a priority in right of payment under section 507(a)(8) of the Bankruptcy Code. PRO RATA means, at any time, the proportion that the amount of a Claim in a particular Class bears to the aggregate amount of all Claims (including Disputed Claims) in such Class, unless in each case this Plan provides otherwise. PROFESSIONAL means (i) any professional employed in the Chapter 11 Cases pursuant to section 327 of the Bankruptcy Code or otherwise and (ii) any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to section 503(b)(4) of the Bankruptcy Code. 11 QUARTER means the period beginning on the Effective Date and ending on the immediately succeeding December 31, March 31, June 30 or September 30, and each three-month period thereafter. QUARTERLY CLASS 5 means, with respect to each Quarterly Distribution DISTRIBUTION AMOUNT Date, the amount of Available Cash in the ICH General Unsecured Fund equal to the aggregate Pro Rata shares of the ICH General Unsecured Distribution to which holders of Allowed Class 5 ICH General Unsecured Claims are entitled. QUARTERLY DISTRIBUTION means the earlier of (i) the twentieth (20th) day DATE after the end of the Quarter following the Quarter in which the Effective Date occurs and the twentieth (20th) day after the end of each subsequent Quarter or (ii) the day designated by Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn. at its sole discretion. RECORD DATE means the record date for purposes of making distributions under this Plan on account of Allowed Claims, which date shall be the Confirmation Date. REORGANIZED DEBTORS means the Debtors on and after the Effective Date. REORGANIZED ICH means ICH on or after the Effective Date. REORGANIZED SYBRA means Sybra on or after the Effective Date. REORGANIZED SYBRA CONN. means Sybra Conn. on or after the Effective Date. RESTRICTED CASH means the Cash segregated (whether physically or merely on the books and records of Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn.) by Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. in respect of the Disputed Claims Reserves. SCHEDULE OF LOAN means the schedule attached hereto as Schedule D, DOCUMENT MODIFICATION which sets forth the Secured Loan Document modifications that will be deemed to occur on the Effective Date. SCHEDULES means the schedules of assets and liabilities, the list of holders of Equity Interests and the statements of financial affairs filed with the Bankruptcy Court by the Debtors, including any amendments or supplements thereto. SECURED CLAIM means a Claim that is secured by a Lien on property or interests in property, in which the Debtors have an interest, to the extent 12 of the value as of the Effective Date, or such other date as is established by the Bankruptcy Court, of such interest or Lien determined by a Final Order of the Bankruptcy Court pursuant to section 506 of the Bankruptcy Code or as otherwise agreed upon in writing by the Debtors and the holder of such Claim. SECURED LENDER means any lender listed on Schedule C hereto, and its successors and assigns, which holds a Secured Claim or a Secured Lender Guaranty Claim. SECURED LENDER CLAIM means a Secured Claim that is held by a Secured Lender. SECURED LENDER CLAIM means an account to be funded by Reorganized Sybra FUND with Cash on the Effective Date for the payment of all non-penalty monetary defaults of scheduled (not accelerated) pre- and post-Petition Date principal and interest owed in respect of Secured Lender Claims. SECURED LENDER means any guaranty Claim against ICH that is held by GUARANTY CLAIM a Secured Lender. SECURED LOAN means with respect to any Secured Lender Claim or DOCUMENTS Secured Lender Guaranty Claim, any agreement, note, instrument or similar document giving rise to or collateralizing such Claim. SUBSIDIARY GENERAL means any Claim against Sybra or Sybra Conn. that is UNSECURED CLAIM not a Secured Claim, Administrative Claim, Priority Tax Claim or Other Priority Claim. SUBSIDIARY GENERAL means an account to be funded by Reorganized Sybra UNSECURED CLAIM FUND with Cash on the Effective Date for the payment of Subsidiary General Unsecured Claims. The amount of such fund shall be an amount equal to the sum of all Allowed and Disputed Subsidiary General Unsecured Claims (excluding any duplicative Claims or Claim amounts), unless the Bankruptcy Court orders otherwise. SYBRA means Sybra, Inc., a Michigan corporation. SYBRA CONN. means Sybra of Connecticut, Inc., a Connecticut corporation. TRIARC means Triarc Companies, Inc., a Delaware corporation. 13 UNCLAIMED DISTRIBUTION means any distribution of Cash under this Plan which is unclaimed after the earlier to occur of (i) the later to occur of (x) one year after the relevant distribution date or (y) six months after the date on which such claimant's Claim is Allowed. VOTING DEADLINE means the last day for submitting Ballots to accept or reject this Plan in accordance with section 1126 of the Bankruptcy Code, as specified in the Disclosure Statement Approval Order. B. INTERPRETATION, APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include both the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter, such meanings to be applicable to both the singular and plural forms of the terms defined. Capitalized terms in this Plan that are not defined herein shall have the same meaning assigned to such terms by the Bankruptcy Code or Bankruptcy Rules, as the case may be. The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Plan as a whole and not to any particular Section or Subsection in this Plan unless expressly provided otherwise. All gender references shall be deemed to refer to both genders. The words "includes" and "including" are not limiting and mean that the things specifically identified are set forth for purposes of illustration, clarity or specificity and do not in any respect qualify, characterize or limit the generality of the class within which such things are included. Captions and headings to sections and exhibits are inserted for convenience of reference only, are not a part of this Plan, and shall not be used to interpret this Plan. The rules of construction set forth in section 102 of the Bankruptcy Code shall apply to this Plan. In computing any period of time prescribed or allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. II. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS A. INTRODUCTION. All Claims and Equity Interests, except Administrative Claims and Priority Tax Claims, are placed in the Classes set forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified. A Claim or Equity Interest is placed in a particular Class only to the extent that the Claim or Equity Interest falls within the description of that Class, and is classified in other Classes to the extent that any portion of the Claim or Equity Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to this Plan only to the extent that such Claim 14 is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. 1. UNCLASSIFIED CLAIMS. (a) Administrative Claims. (b) Priority Tax Claims. 2. CLASSIFIED CLAIMS. (a) CLASS 1: OTHER PRIORITY CLAIMS. (i) "Subclass 1A" consists of all Other Priority Claims against ICH. (ii) "Subclass 1B" consists of all Other Priority Claims against Sybra. (iii) "Subclass 1C" consists of all Other Priority Claims against Sybra Conn. (b) CLASS 2: SECURED LENDER AND SECURED LENDER GUARANTY CLAIMS. (i) "Subclass 2A" consists of all Secured Lender Guaranty Claims against ICH. (ii) "Subclass 2B" consists of all Secured Lender Claims against Sybra. (iii) "Subclass 2C" consists of all Secured Lender Claims against Sybra Conn. (c) CLASS 3: OTHER SECURED CLAIMS. (i) "Subclass 3A" consists of all Other Secured Claims against ICH. (ii) "Subclass 3B" consists of all Other Secured Claims against Sybra. (iii) "Subclass 3C" consists of all Other Secured Claims against Sybra Conn. (d) CLASS 4: CARE FINANCIAL CLAIM. (i) "Class 4" consists of the Care Financial Claim against ICH. 15 (e) CLASS 5: ICH GENERAL UNSECURED CLAIMS. (i) "Class 5" consists of all ICH General Unsecured Claims. (f) CLASS 6: SUBSIDIARY GENERAL UNSECURED CLAIMS. (i) "Subclass 6A" consists of all Subsidiary General Unsecured Claims against Sybra. (ii) "Subclass 6B" consists of all Subsidiary General Unsecured Claims against Sybra Conn. (g) CLASS 7: EQUITY INTERESTS. (i) "Subclass 7A" consists of all Equity Interests in ICH. (ii) "Subclass 7B" consists of all Equity Interests in Sybra. (iii) "Subclass 7C" consists of all Equity Interests in Sybra Conn. III. TREATMENT OF ADMINISTRATIVE CLAIMS, FEE CLAIMS AND PRIORITY TAX CLAIMS A. ADMINISTRATIVE CLAIMS. Except with respect to Administrative Claims that are Fee Claims, each holder of an Allowed Administrative Claim shall receive (a) Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon thereafter as is practicable or (b) such other treatment as the Debtors and such holder shall have agreed upon in writing; provided, however, that Allowed Administrative Claims representing liabilities incurred in the ordinary course of business by the Debtors in Possession shall be paid in full and performed by the Reorganized Debtors in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements relating thereto. B. BAR DATE FOR ADMINISTRATIVE CLAIMS. The Confirmation Order will establish an Administrative Claims Bar Date for filing Administrative Claims (except for Fee Claims), which date will be thirty (30) days after the Confirmation Date. Holders of asserted Administrative Claims, except for 16 Fee Claims, not paid prior to the Confirmation Date shall submit requests for payment on or before such Administrative Claims Bar Date or forever be barred from doing so. The notice of Confirmation to be delivered pursuant to Bankruptcy Rules 3020(c) and 2002(f) will set forth such date and constitute notice of the Administrative Claims Bar Date. The Reorganized Debtors shall have thirty (30) days (or such longer period as may be allowed by order of the Bankruptcy Court) following the Administrative Claims Bar Date to review and object to such Administrative Claims. C. FEE CLAIMS. All requests for compensation or reimbursement of Fee Claims pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered to the Debtors prior to the Effective Date shall be filed and served on the Reorganized Debtors, counsel to the Reorganized Debtors, the ICH Plan Administrator and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Court, no later than thirty (30) days after the Effective Date. Holders of Fee Claims that are required to file and serve applications for final allowance of their Fee Claims and that do not file and serve such applications by the required deadline shall be forever barred from asserting such Claims against the Debtors, Reorganized Debtors or their respective property, and such Fee Claims shall be deemed discharged as of the Effective Date. Objections to any Fee Claims must be filed and served on the Reorganized Debtors and counsel for the Reorganized Debtors and the requesting party by thirty (30) days (or such longer period as may be allowed by order of the Court) after the date on which an application for such Fee Claim was served. D. PRIORITY TAX CLAIMS. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a different treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtors (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Allowed Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon thereafter as practicable, or (b) equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest at a fixed annual rate equal to the federal statutory rate as provided in 26 U.S.C. ss. 6621, over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim. 17 IV. TREATMENT OF CLAIMS AND EQUITY INTERESTS A. CLASS 1 - OTHER PRIORITY CLAIMS. (a) Subclass 1A: Other Priority Claims against ICH. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 1A Allowed Other Priority Claim shall have agreed in writing to a different treatment, in full and final satisfaction of such claim, each holder of a Subclass 1A Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of the Initial Distribution Date and the date when such Other Priority Claim becomes a Subclass 1A Allowed Claim, or as soon thereafter as practicable . 2. IMPAIRMENT AND VOTING. Subclass 1A shall be unimpaired under this Plan. Holders of Allowed Other Priority Claims in Subclass 1A are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. (b) Subclass 1B: Other Priority Claims against Sybra. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 1B Allowed Other Priority Claim shall have agreed in writing to a different treatment, in full and final satisfaction of such claim, each holder of a Subclass 1B Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of the Initial Distribution Date and the date when such Other Priority Claim becomes a Subclass 1B Allowed Claim, or as soon thereafter as practicable. 2. IMPAIRMENT AND VOTING. Subclass 1B shall be unimpaired under this Plan. Holders of Allowed Other Priority Claims in Subclass 1B are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. (c) Subclass 1C: Other Priority Claims against Sybra Conn. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 1C Allowed Other Priority Claim shall have agreed in writing to a different treatment, in full and final satisfaction of such claim, each holder of a Subclass 1C Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of the Initial Distribution Date and the date when such Other Priority Claim becomes a Subclass 1C Allowed Claim, or as soon thereafter as practicable. 2. IMPAIRMENT AND VOTING. Subclass 1C shall be unimpaired under this Plan. Holders of Allowed Other Priority Claims in Subclass 1C are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. 18 B. CLASS 2 - SECURED LENDER GUARANTY AND SECURED LENDER CLAIMS. (a) Subclass 2A: Secured Lender Guaranty Claims against ICH. 1. DISTRIBUTIONS. In full and final satisfaction of each Allowed Subclass 2A Secured Lender Guaranty Claim, the related Allowed Secured Lender Claim shall receive the treatment provided for in Subclass 2B or 2C, as applicable, and each holder of a Secured Lender Guaranty Claim shall be deemed to agree to the modifications with respect to its guaranty as provided under the Schedule of Loan Document Modifications. 2. IMPAIRMENT AND VOTING. Subclass 2A is Impaired under this Plan. The holders of Allowed Secured Lender Guaranty Claims in Subclass 2A are entitled to vote to accept or reject this Plan. (b) Subclass 2B: Secured Lender Claims Against Sybra. 1. DISTRIBUTIONS. In full and final satisfaction of each Allowed Subclass 2B Secured Lender Claim, Reorganized Sybra shall (i) on the Initial Distribution Date, pay in Cash an amount equal to all non-penalty monetary defaults of scheduled (not accelerated) pre- and post-Petition Date principal and interest owed with respect to such Allowed Subclass 2B Secured Lender Claim, (ii) on the Initial Distribution Date or as soon thereafter as is practicable, pay in Cash any professional fees and expenses that may be owed under the Secured Loan Documents relating to such Secured Lender Claim, and (iii) on and after the Effective Date, perform all obligations under the Secured Loan Documents relating to such Secured Lender Claim; provided, however, that on the Effective Date (x) each Secured Loan Document relating to such Secured Lender Claim shall be deemed to be modified as set forth in the Schedule of Loan Document Modifications and (y) any default alleged to exist in existence on or before the Effective Date under any Secured Loan Document relating to such Secured Lender Claim or arising as a consequence of the actions and transactions effected by this Plan shall be deemed to be waived irrevocably and unconditionally. 2. IMPAIRMENT AND VOTING. Subclass 2B is Impaired under this Plan. The holders of Allowed Secured Lender Claims in Subclass 2B are entitled to vote to accept or reject this Plan. (c) Subclass 2C: Secured Lender Claims against Sybra Conn. 1. DISTRIBUTIONS. In full and final satisfaction of each Allowed Subclass 2C Secured Lender Claim, Reorganized Sybra Conn. shall (i) on the Initial Distribution Date, pay in Cash an amount equal to all non-penalty monetary defaults of scheduled (not accelerated) pre- and post-Petition Date principal and interest owed with respect to such Allowed Subclass 2C Secured Lender Claim, (ii) on the Initial Distribution Date or as soon thereafter as is practicable, pay in Cash any professional fees and expenses that may be owed under the Secured Loan Documents relating to such Secured Lender Claim, and (iii) on and after the Effective Date, perform all obligations 19 under the Secured Loan Documents relating to such Secured Lender Claim; PROVIDED, HOWEVER, that on the Effective Date (x) each Secured Loan Document relating to such Secured Lender Claim shall be deemed to be modified as set forth in the Schedule of Loan Document Modifications (y) any default alleged to exist on or before the Effective Date under any Secured Loan Document relating to such Secured Lender Claim or arising as a consequence of the actions and transactions effected by this Plan shall be deemed to be waived irrevocably and unconditionally. 2. IMPAIRMENT AND VOTING. Subclass 2C is Impaired under this Plan. The holders of Allowed Secured Lender Claims in Subclass 2C are entitled to vote to accept or reject this Plan. C. Class 3 - Other Secured Claims. (a) Subclass 3A: Other Secured Claims against ICH. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 3A Allowed Other Secured Claim shall have agreed in writing to a different treatment, at the sole option of the Debtors, as applicable, in full and final satisfaction of such Claim, (i) each Subclass 3A Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of a Subclass 3A Allowed Other Secured Claim to demand or receive payment of such Subclass 3A Allowed Other Secured Claim prior to the stated maturity of such Subclass 3A Allowed Other Secured Claim from and after the occurrence of a default, or (ii) each holder of a Subclass 3A Allowed Other Secured Claim shall receive Cash in an amount equal to such Subclass 3A Allowed Other Secured Claim, including any interest on such Subclass 3A Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, on the later of the Initial Distribution Date and the date such Subclass 3A Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable, or (iii) each holder of a Subclass 3A Allowed Other Secured Claim shall receive the Collateral securing its Subclass 3A Allowed Other Secured Claim and any interest on such Subclass 3A Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Subclass 3A Allowed Other Secured Claim, on the later of the Initial Distribution Date and the date such Subclass 3A Allowed Other Secured Claim becomes a Subclass 3A Allowed Other Secured Claim, or as soon thereafter as is practicable. 2. IMPAIRMENT AND VOTING. Subclass 3A is unimpaired under this Plan. The holders of Allowed Claims in Subclass 3A are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. (b) Subclass 3B: Other Secured Claims against Sybra. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 3B Allowed Other Secured Claim shall have agreed in writing to a different 20 treatment, at the sole option of the Debtors, as applicable, in full and final satisfaction of such Claim, (i) each Subclass 3B Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of a Subclass 3B Allowed Other Secured Claim to demand or receive payment of such Subclass 3B Allowed Other Secured Claim prior to the stated maturity of such Subclass 3B Allowed Other Secured Claim from and after the occurrence of a default, or (ii) each holder of a Subclass 3B Allowed Other Secured Claim shall receive Cash in an amount equal to such Subclass 3B Allowed Other Secured Claim, including any interest on such Subclass 3B Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, on the later of the Initial Distribution Date and the date such Subclass 3B Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable, or (iii) each holder of a Subclass 3B Allowed Other Secured Claim shall receive the Collateral securing its Subclass 3B Allowed Other Secured Claim and any interest on such Subclass 3B Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Subclass 3B Allowed Other Secured Claim, on the later of the Initial Distribution Date and the date such Subclass 3B Allowed Other Secured Claim becomes a Subclass 3B Allowed Other Secured Claim, or as soon thereafter as is practicable. 2. IMPAIRMENT AND VOTING. Subclass 3B is unimpaired under this Plan. The holders of Allowed Claims in Subclass 3B are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. (c) Subclass 3C: Other Secured Claims against Sybra Conn. 1. DISTRIBUTIONS. Except to the extent that a holder of a Subclass 3C Allowed Other Secured Claim shall have agreed in writing to a different treatment, at the sole option of the Debtors, as applicable, in full and final satisfaction of such Claim, (i) each Subclass 3C Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of a Subclass 3C Allowed Other Secured Claim to demand or receive payment of such Subclass 3C Allowed Other Secured Claim prior to the stated maturity of such Subclass 3C Allowed Other Secured Claim from and after the occurrence of a default, or (ii) each holder of a Subclass 3C Allowed Other Secured Claim shall receive Cash in an amount equal to such Subclass 3C Allowed Other Secured Claim, including any interest on such Subclass 3C Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, on the later of the Initial Distribution Date and the date such Subclass 3C Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable, or (iii) each holder of a Subclass 3C Allowed Other Secured Claim shall receive the Collateral securing its Subclass 3C Allowed Other Secured Claim and any interest on such Subclass 3C Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Subclass 3C Allowed Other 21 Secured Claim, on the later of the Initial Distribution Date and the date such Subclass 3C Allowed Other Secured Claim becomes a Subclass 3C Allowed Other Secured Claim, or as soon thereafter as is practicable. 2. IMPAIRMENT AND VOTING. Subclass 3C is unimpaired under this Plan. The holders of Allowed Claims in Subclass 3C are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. D. CLASS 4 - CARE FINANCIAL CLAIM AGAINST ICH. 1. DISTRIBUTIONS. In full and final satisfaction of the Care Financial Claim, on the Effective Date, (i) Reorganized Sybra shall assume and discharge as and when due the Care Financial Retirees Liability and (ii) the Care Intercompany Payables shall be offset against the Care Financial Claim and deemed to be satisfied in full. 2. IMPAIRMENT AND VOTING. Class 4 is Impaired under this Plan. The holder of the Allowed Care Financial Claim is entitled to vote to accept or reject this Plan. E. CLASS 5 - ICH GENERAL UNSECURED CLAIMS. 1. DISTRIBUTIONS. On, or as soon as reasonably practicable after (i) the Initial Distribution Date, if such Class 5 Claim is an Allowed ICH General Unsecured Claim as of the Effective Date, or (ii) the first Quarterly Distribution Date after the date a Class 5 Claim becomes an Allowed ICH General Unsecured Claim, each holder of an Allowed Class 5 Claim shall receive its Pro Rata share of the ICH General Unsecured Distribution. 2. IMPAIRMENT AND VOTING. Class 5 is Impaired under this Plan. The holders of Allowed ICH General Unsecured Claims in Class 5 are entitled to vote to accept or reject this Plan. F. CLASS 6 - SUBSIDIARY GENERAL UNSECURED CLAIMS. (a) Subclass 6A: General Unsecured Claims against Sybra. 1. DISTRIBUTIONS. On the Initial Distribution Date, or as soon thereafter as practicable, or upon such later date when such Subclass 6A Claim becomes an Allowed Subclass 6A Claim, in full and final satisfaction of such claim, at the sole option of Sybra (i) each holder of an Allowed Subclass 6A Claim will receive payment in full in Cash of its Allowed Subclass 6A Claim, including post-petition interest at the applicable rate (as provided under contract, as agreed or as determined by the Bankruptcy Court) to render such Allowed Subclass 6A Claim unimpaired, or (ii) each Allowed Subclass 6A Claim will be reinstated by curing all outstanding defaults with all legal, equitable and contractual rights remaining unaltered. 22 2. IMPAIRMENT AND VOTING. Subclass 6A is unimpaired under this Plan. The holders of Allowed Claims in Subclass 6A are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. (b) Subclass 6B: General Unsecured Claims against Sybra Conn. 1. DISTRIBUTIONS. On the Initial Distribution Date, or as soon thereafter as practicable, or upon such later date when such Subclass 6B Claim becomes an Allowed Subclass 6B Claim, in full and final satisfaction of such claim, at the sole option of Sybra Conn. (i) each holder of an Allowed Subclass 6B Claim will receive payment in full in Cash of its Allowed Subclass 6B Claim, including post-petition interest at the applicable rate (as provided under contract, as agreed or as determined by the Bankruptcy Court) to render such Allowed Subclass 6B Claim unimpaired, or (ii) each Allowed Subclass 6B Claim will be reinstated by curing all outstanding defaults with all legal, equitable and contractual rights remaining unaltered. 2. IMPAIRMENT AND VOTING. Subclass 6B is unimpaired under this Plan. The holders of Allowed Claims in Subclass 6B are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. G. CLASS 7 EQUITY INTERESTS. (a) Subclass 7A: Equity Interests in ICH. 1. DISTRIBUTIONS. The holders of Subclass 7A Equity Interests in ICH shall receive no distributions whatsoever on account of such Equity Interests. All Subclass 7A Equity Interests shall be canceled on the Effective Date. If the holders of Allowed Class 5 Claims receive full payment of their Claims and Cash remains in the ICH General Unsecured Fund, that Cash shall be distributed to holders of Allowed ICH Equity Interests. 2. IMPAIRMENT AND VOTING. Subclass 7A is Impaired under this Plan. As the holders of Subclass 7A Equity Interests in ICH are receiving no distributions they are conclusively presumed to have rejected this Plan and are not entitled to vote to accept or reject this Plan. (b) Subclass 7B: Equity Interests in Sybra. 1. DISTRIBUTIONS. The Equity Interests in Sybra will be transferred to NewCo pursuant to this Plan and the NewCo Purchase and Funding Agreement. 2. IMPAIRMENT AND VOTING. Subclass 7B is unimpaired under this Plan. The holders of Allowed Equity Interests in Subclass 7B are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. 23 (c) Subclass 7C: Equity Interests in Sybra Conn. 1. DISTRIBUTIONS. The Equity Interests in Sybra Conn. will not be affected by the Plan. 2. IMPAIRMENT AND VOTING. Subclass 7C is unimpaired under this Plan. The holders of Allowed Equity Interests in Subclass 7C are presumed to accept this Plan and are not entitled to vote to accept or reject this Plan. H. SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS. Except as otherwise provided in this Plan, nothing shall affect the Debtors' rights and defenses, both legal and equitable, with respect to any unimpaired Claims, including, but not limited to, all rights with respect to legal and equitable defenses to setoffs or recoupments against unimpaired Claims. Such rights and defenses shall vest in the Reorganized Debtors. I. SPECIAL PROVISIONS REGARDING SECURED LENDER CLAIMS. 1. AMOUNTS. No later than the Voting Deadline, Triarc shall file with the Bankruptcy Court a schedule setting forth the proposed Allowed amount of each Secured Lender Claim. Such proposed amounts shall be based upon the Debtors' books and records and reflect with respect to each Secured Lender: (a) any unpaid prepetition principal or interest; (b) postpetition unamortized principal through December 31, 2002; and (c) the remaining principal loan balance on December 31, 2002 after payment of items (a) and (b). If any Secured Lender believes that the proposed Allowed amount is not accurate, it should contract Triarc to resolve the dispute. 2. LIENS. On the Effective Date, Reorganized Sybra and Reorganized Sybra Conn. shall be deemed to reaffirm the Liens (including the priority thereof) of the Secured Lenders with respect to the Secured Lender Claims as they existed on the Petition Date. 3. FEES. Secured Lenders seeking payment of professional fees in accordance with the Secured Loan Documents shall request payment of such fees and expenses in such manner as is acceptable to the Bankruptcy Court. J. SPECIAL PROVISION REGARDING BICKS AND DRECHSLER. NewCo, Bicks and Drechsler have executed the Bicks/Drechsler Letter Agreement, which provides for, among other things, the satisfaction and release of any and all Claims of Bicks and Drechsler, arising under the Bicks Employment Agreement or the Drechsler Employment Agreement or otherwise, against the Debtors and Care Financial on the terms and for the consideration set forth in the Bicks/Drechsler Letter Agreement. The Cash consideration to be paid to Bicks and Drechsler shall not be paid from, or result in a reduction of, the ICH General Unsecured Fund. 24 V. PROVISIONS REGARDING VOTING UNDER THIS PLAN A. CLASSES ENTITLED TO VOTE. Each Impaired Class of Claims that will (or may) receive or retain property or any interest in property under this Plan shall be entitled to vote to accept or reject this Plan. By operation of law, each unimpaired Class of Claims is deemed to have accepted this Plan and, therefore, is not entitled to vote to accept or reject this Plan. Because holders of Subclass 7A Equity Interests of ICH are not entitled to receive or retain any property under this Plan, Subclass 7A is presumed to have rejected this Plan and, therefore, is not entitled to vote on this Plan. B. ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of Claims shall have accepted this Plan if (a) the holders (other than any holder designated under section 1126(e) of the Bankruptcy Code) of at least two-thirds (2/3) in amount of the Allowed Claims actually voting in such Class have voted to accept this Plan and (b) the holders (other than any holder designated under section 1126(e) of the Bankruptcy Code) of more than one-half (1/2) in number of the Allowed Claims actually voting in such Class have voted to accept this Plan. C. CRAMDOWN. If any Impaired Class of Claims or Equity Interests entitled to vote shall not accept this Plan by the requisite statutory majorities provided in sections 1126(c) or 1126(d) of the Bankruptcy Code, as applicable, Triarc reserves the right to have the Court confirm the Plan under section 1129(b) of the Bankruptcy Code. If any holder of a Class 2 Claim votes against this Plan, this Plan shall be deemed amended to provide for the separate classification of such Claim; the vote received from a holder of such Claim, which will be placed in such new Class, shall be deemed to be the vote of such Class. With respect to such new Class of Claims, Triarc reserves the right, as it does with respect to any rejecting Class of Claims, to have the Bankruptcy Court confirm this Plan under section 1129(b) of the Bankruptcy Code. VI. EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. ASSUMPTION OR REJECTION OF CONTRACTS AND LEASES. On or before November 8, 2002, Triarc will file Schedule A, a list of those executory contracts it will assume, and Schedule B, a list of those executory contracts it will reject. Except as otherwise provided in this Plan, or in any contract, instrument, release or other agreement or document entered into in connection with this Plan, (i) each of the executory contracts and unexpired leases on Schedule A hereto are hereby assumed 25 by the Reorganized Debtor party thereto, (ii) each of the executory contracts and unexpired leases on Schedule B hereto are hereby rejected by the Reorganized Debtors, in each case effective on and subject to the occurrence of the Effective Date. The Reorganized Debtors shall have thirty (30) days after the Effective Date to assume or reject any remaining executory contracts, otherwise such remaining executory contracts will be deemed rejected; PROVIDED, HOWEVER, that nothing contained in this Section VI shall constitute an admission by the Debtors that such contract or lease is an executory contract or unexpired lease or that the Debtors, their successors and assigns have any liability thereunder. All Claims for damages arising from the rejection of executory contracts or unexpired leases must be filed with the Court in accordance with the terms of the order authorizing such rejection. Any Claims not filed within such time will be forever barred from assertion against the Debtors, their Estates and the Reorganized Debtors. The Reorganized Debtors, except as otherwise agreed by the parties, will cure any and all undisputed defaults within 60 days of the Effective Date under any executory contract, unexpired lease or employment agreement assumed pursuant to this Plan in accordance with section 365 of the Bankruptcy Code. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors or the Reorganized Debtors' liability with respect thereto, or as may otherwise be agreed to by the parties. The Confirmation Order shall constitute an order of the Bankruptcy Court approving the rejections and assumptions described in this Section VI, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. Triarc is rejecting the employment/severance agreements of John Bicks and Robert Drechsler. Triarc currently anticipates assuming all remaining executory contracts and unexpired leases, including, without limitation, the obligations to Coca-Cola Fountain USA, Inc., with respect to obligations for advances made and capital lease obligations. HOLDERS OF CLAIMS UNDER EXECUTORY CONTRACTS OR UNEXPIRED LEASES THAT ARE ASSUMED PURSUANT TO THIS PLAN ARE UNIMPAIRED AND ARE NOT ENTITLED TO VOTE TO ACCEPT OR REJECT THIS PLAN. B. BAR TO REJECTION DAMAGES. If the rejection of an executory contract or unexpired lease pursuant to Section VI.A above gives rise to a Claim by the other party or parties to such contract or lease, such Claim shall be forever barred and shall not be enforceable against the Debtors or their Estates, Reorganized Debtors, the ICH Plan Administrator or their respective successors or properties unless a proof of Claim is filed and served on the Reorganized Debtors and counsel for the Reorganized Debtors on the date that is the later of (i) the Bar Date established in the Chapter 11 Cases or (ii) thirty (30) days from the date upon which the Bankruptcy Court enters an order authorizing the Reorganized Debtors to reject any such executory contract or unexpired lease. 26 VII. PROVISIONS REGARDING CORPORATE GOVERNANCE AND MANAGEMENT OF REORGANIZED ICH A. CONTINUED CORPORATE EXISTENCE; DISSOLUTION OF REORGANIZED ICH. ICH shall continue to exist as Reorganized ICH after the Effective Date in accordance with the laws of the State of Delaware and pursuant to its Amended Certificate of Incorporation and By-laws, for the limited purpose of liquidating and distributing all of the assets of ICH's Estate and its remaining subsidiaries. As soon as practicable after the ICH Plan Administrator exhausts the assets of ICH's Estate by making the final distribution under this Plan, the ICH Plan Administrator shall (i) effectuate the dissolution of Reorganized ICH in accordance with the laws of the State of Delaware and (ii) resign as the sole officer and sole director of ICH. B. CERTIFICATE OF INCORPORATION AND BY-LAWS. The certificate of incorporation and by-laws of ICH shall be amended as necessary to satisfy the provisions of this Plan and the Bankruptcy Code. The certificate of incorporation of Reorganized ICH shall be amended to, among other things: (i) authorize one (1) share of new common stock, $0.01 par value per share, (ii) include, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, and (iii) limit the activities of Reorganized ICH to matters related to the implementation of this Plan. The forms of the documents relating to the Amended ICH Certificate of Incorporation and By-laws shall be contained in the Plan Supplement and shall be filed with the Bankruptcy Court as described in Section XII.K of this Plan. ICH shall execute the amended certificate of incorporation and by-laws of ICH, without the requirement of any action by the directors or stockholders of ICH or Reorganized ICH. C. DIRECTORS AND OFFICERS; EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS. On the Effective Date, the existing officers and directors of ICH shall be deemed to have resigned as of such date. From and after the Effective Date, the ICH Plan Administrator shall serve as the sole officer and sole director of Reorganized ICH. The ICH Plan Administrator shall be authorized to execute, deliver, file or record such documents, instruments, releases and other agreements and to take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan. D. THE ICH PLAN ADMINISTRATOR. 1. APPOINTMENT. From and after the Effective Date, the natural or artificial person to be identified in the ICH Plan Administrator Agreement shall serve as the ICH Plan Administrator pursuant to the ICH Plan Administrator Agreement and this Plan, until his death, resignation or discharge and the appointment of a successor ICH 27 Plan Administrator in accordance with the terms of the ICH Plan Administrator Agreement. 2. RIGHTS, POWERS AND DUTIES OF REORGANIZED ICH AND THE ICH PLAN ADMINISTRATOR. Reorganized ICH shall retain and have all the rights, powers and duties necessary to carry out its responsibilities under this Plan. Such rights, powers and duties, which shall be exercisable by the ICH Plan Administrator on behalf of Reorganized ICH pursuant to this Plan and the ICH Plan Administrator Agreement, shall include, among other things: (a) investing Reorganized ICH's Cash, including, but not limited to, the Cash held in ICH's Claims Payment Funds in (i) direct obligations of the United States of America or obligations of any agency or instrumentality thereof which are guaranteed by the full faith and credit of the United States of America, (ii) money market deposit accounts, checking accounts, savings accounts or certificates of deposit, or other time deposit accounts that are issued by a commercial bank or savings institution organized under the laws of the United States of America or any state thereof, or (iii) any other investments that may be permissible under (a) section 345 of the Bankruptcy Code or (b) any Final Order of the Bankruptcy Court entered in the Chapter 11 Cases; (b) calculating and paying all distributions to be made under this Plan, the ICH Plan Administrator Agreement and other orders of the Bankruptcy Court to holders of Allowed Administrative Claims of ICH, Allowed Priority Tax Claims of ICH, Allowed Other Priority Claims of ICH and Allowed ICH General Unsecured Claims; (c) employing, supervising and reasonably compensating Professionals retained to represent the interests of and to serve on behalf of Reorganized ICH; (d) making and filing tax returns or required public filings for ICH or Reorganized ICH; (e) objecting to Claims or Equity Interests filed against ICH's Estate on any appropriate basis; (f) seeking estimation of contingent or unliquidated claims under section 502(c) of the Bankruptcy Code; (g) seeking determination of any tax liability under section 505 of the Bankruptcy Code; (h) prosecuting avoidance actions under sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code; (i) prosecuting turnover actions under sections 542 and 543 of the Bankruptcy Code; 28 (j) prosecuting any other Claims or Causes of Action of ICH; (k) dissolving Reorganized ICH; (l) exercising all powers and rights, and taking all actions, contemplated by or provided for in the ICH Plan Administrator Agreement; (m) appointing and reasonably compensating any agents or representatives to carry out the duties of the ICH Plan Administrator; and (n) taking any and all other actions necessary or appropriate to implement or consummate this Plan and the provisions of; PROVIDED, HOWEVER, that the aforementioned rights, powers and duties of Reorganized ICH shall be subject to the ICH Plan Administrator Agreement and the rights of NewCo set forth at Section IX.C.2. 3. ICH PLAN COMMITTEE. On or before the Effective Date, the Creditors' Committee shall appoint the members of the ICH Plan Committee, subject to Triarc's consent, such consent not to be unreasonably withheld. Subject to the rights of NewCo set forth at Section IX.C.2, the ICH Plan Administrator shall pursue the above rights, powers and duties under subclauses (e) through (j) of Section VII.D.2 above with respect to or affecting Class 5 only with the consent of the ICH Plan Committee. If a dispute arises between the ICH Plan Administrator and the ICH Plan Committee concerning such rights, powers and duties of the ICH Plan Administrator and the parties are unable to resolve the dispute amongst themselves, the ICH Plan Administrator shall bring such dispute before the Bankruptcy Court for resolution. If the ICH Plan Committee retains counsel to resolve such a dispute with the ICH Plan Administrator, the ICH Plan Committee may make application to the Bankruptcy Court for the reimbursement from the ICH General Unsecured Fun for any legal fees incurred in litigation such dispute before the Bankruptcy Court. The reasonable out-of-pocket expenses (e.g., telephone, fax, post, travel), if any, incurred by members of the ICH Plan Committee in furtherance of their obligations hereunder may be reimbursed from the ICH Operating Reserve. 4. COMPENSATION OF THE ICH PLAN ADMINISTRATOR. The ICH Plan Administrator shall be compensated from the ICH Operating Reserve pursuant to the terms of the ICH Plan Administrator Agreement. Any professionals retained by the ICH Plan Administrator shall be entitled to reasonable compensation for services rendered and reimbursement of expenses incurred from the ICH Operating Reserve. The payment of the fees and expenses of the ICH Plan Administrator and his retained professionals shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court. (a) FUNDING OF ICH OPERATING RESERVE. On the Effective Date, as provided under the NewCo Purchase and Funding Agreement, NewCo shall fund the ICH Operating Reserve with the ICH Plan 29 Administration Amount. Neither NewCo, Reorganized Sybra nor Reorganized Sybra Conn. shall have any further obligation to fund the ICH Operating Reserve or to pay for any expenses of Reorganized ICH or the ICH Plan Administrator, except as may be required under Section IX.C.2(b) hereof. Any additional funding for the ICH Operating Reserve shall come from the ICH General Unsecured Fund with the consent of the ICH Plan Committee and NewCo, such consent not to be unreasonably withheld. 5. INDEMNIFICATION. Reorganized ICH shall indemnify and hold harmless the ICH Plan Administrator and his Professionals, the ICH Plan Committee and its members or designees, or any duly designated agents or representatives of any of thereof or any of their respective employees (in their capacities as such), from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to attorneys' fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to Reorganized ICH or the implementation or administration of this Plan, other than acts or omissions resulting from such party's willful misconduct or gross negligence. To the extent Reorganized ICH indemnifies and holds harmless the ICH Plan Administrator and his Professionals, or any duly designated agents or representatives of any of thereof or any of their respective employees (in their capacities as such), as provided above, the legal fees and related costs incurred by counsel to the ICH Plan Administrator in monitoring and participating in the defense of such claims giving rise to the right of indemnification shall be paid out of the ICH Operating Reserve exclusively. In addition, Reorganized ICH and its Estate shall, to the fullest extent permitted by the laws of the State of Delaware, indemnify and hold harmless the ICH Plan Administrator (in his capacity as such and as an officer and director of Reorganized ICH), and the ICH Plan Administrator's, and Reorganized ICH's agents, representatives, Professionals and employees (collectively the "Indemnified Parties") from and against and with respect to any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to attorneys' fees arising out of or due to their actions or omissions, or consequences of such actions or omissions, with respect to Reorganized ICH and its Estate or the implementation or administration of this Plan and the ICH Plan Administrator Agreement other than acts or omissions resulting from such party's willful misconduct or gross negligence. To the extent Reorganized ICH and its Estate indemnifies and holds harmless the Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the ICH Plan Administrator in monitoring and participating in the defense of such claims giving rise to the right of indemnification shall be paid out of the ICH Operating Reserve exclusively. The indemnification provisions of the ICH Plan Administrator Agreement shall remain available to and be binding upon any former ICH Plan Administrator or the estate of any deceased ICH Plan Administrator and shall survive the termination of the ICH Plan Administrator Agreement. 6. INSURANCE. The ICH Plan Administrator shall be authorized to obtain all reasonably necessary insurance coverage for himself, his agents, representatives, employees or independent contractors and Reorganized ICH, including, but not limited to, coverage with respect to (i) any property that is or may in the future become the property of Reorganized ICH and (ii) the liabilities, duties and obligations of 30 the ICH Plan Administrator and his agents, representatives, employees or independent contractors under the ICH Plan Administrator Agreement (in the form of an errors and omissions policy or otherwise), the latter of which insurance coverage may, at the sole option of the ICH Plan Administrator, remain in effect for a reasonable period (not to exceed seven years) after the termination of the ICH Plan Administrator Agreement. 7. SPECIAL AUTHORITY TO OBJECT TO CLAIMS AND INTERESTS AND TO SETTLE DISPUTED CLAIMS. Subject to the rights of NewCo set forth at Section IX.C.2(b) and any other limitations in this Plan, from and after the Effective Date, Reorganized ICH and the ICH Plan Administrator shall be authorized, with respect to those Claims or Equity Interests which are not Allowed hereunder or by Bankruptcy Court order, (i) to object to any Claims or Equity Interests filed against ICH's Estate and (ii) pursuant to Fed. R. Bankr. P. 9019(b) and section 105(a) of the Bankruptcy Code, to compromise and settle Disputed Claims, in accordance with the following procedures, which shall constitute sufficient notice in accordance with the Bankruptcy Code and the Bankruptcy Rules for compromises and settlements of Claims. (a) If the resulting settlement provides for an Allowed Claim in an amount less than or equal to $50,000, Reorganized ICH and the ICH Plan Administrator may settle the Disputed Claim or Equity Interest and execute necessary documents, including a stipulation of settlement or release, in their sole discretion and without notice to any party. (b) If the resulting settlement provides for an Allowed Claim in an amount between $50,001 and $150,000, Reorganized ICH and the ICH Plan Administrator may settle the Disputed Claim or Equity Interest and execute necessary documents, including a stipulation of settlement or release, with notice and opportunity for a hearing. (c) If the resulting settlement provides for an Allowed Claim in an amount greater than $150,000, Reorganized ICH and the ICH Plan Administrator shall be authorized and empowered to settle such Disputed Claim in accordance with Bankruptcy Rule 9019. E. CANCELLATION OF SECURITIES, INSTRUMENTS AND AGREEMENTS EVIDENCING CLAIMS AND EQUITY INTERESTS. Except as otherwise provided in this Plan and in any contract, instrument or other agreement or document created in connection with this Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to Section IV, share certificates (including treasury stock), other instruments evidencing any Claims or Equity Interests, and all options, warrants, calls, rights, puts, awards, commitments or any other agreements of any character to acquire such Equity Interests shall be deemed canceled and of no further force and effect, without any further act or action under any applicable agreement, law, regulation, order or rule, and the obligations of the Debtors under the share certificates and other agreements and instruments governing such Claims and Interests shall be discharged. The holders of or parties to such canceled notes, share 31 certificates and other agreements and instruments shall have no rights arising from or relating to such notes, share certificates and other agreements and instruments or the cancellation thereof, except the rights provided pursuant to this Plan. F. RELEASE OF LIENS. Except as otherwise provided in this Plan, the Confirmation Order or in any document, instrument or other agreement created in connection with this Plan, on the Effective Date and concurrently with the applicable distributions made pursuant to Section IV and the payments made pursuant to Section IX, all mortgages, deeds of trust, liens, or other security interests against the property of ICH's Estate shall be fully released and discharged. VIII. PROVISIONS REGARDING CORPORATE GOVERNANCE AND MANAGEMENT OF REORGANIZED SYBRA AND SYBRA CONN. A. NEWCO. On the Effective Date, pursuant to the NewCo Purchase and Funding Agreement, NewCo shall become the sole owner of Reorganized Sybra. Reorganized Sybra shall continue to own 100% of Sybra Conn. On the Effective Date, the board of directors of NewCo shall consist of four members: Nelson Peltz, Peter W. May, Michael C. Howe and Jonathan P. May. B. DIRECTORS AND OFFICERS OF REORGANIZED SYBRA AND REORGANIZED SYBRA CONN.; EFFECTIVE DATE SYBRA AND SYBRA CONN.'S CERTIFICATES OF INCORPORATION AND EFFECTIVE DATE SYBRA AND SYBRA CONN.'S BY-LAWS. 1. REORGANIZED SYBRA. (a) BOARD OF DIRECTORS. On the Effective Date, the existing board of directors of Sybra shall be deemed to have resigned as of such date. On the Effective Date, the board of directors of Reorganized Sybra shall consist of Nelson Peltz, Peter W. May, Michael C. Howe and Jonathan P. May. The Board of Directors of Reorganized Sybra will select a Chairman of the Board of Directors of Reorganized Sybra at its initial meeting. (b) OFFICERS OF REORGANIZED SYBRA. The identification of the officers of Reorganized Sybra is attached on Exhibit C to the Disclosure Statement. (c) EFFECTIVE DATE SYBRA CERTIFICATE OF INCORPORATION AND EFFECTIVE DATE SYBRA BY-LAWS. The adoption of the Effective Date Sybra Certificate of Incorporation and Effective Date Sybra By-laws shall occur and be effective as of the Effective Date without any further action by the directors or stockholders of Sybra or Reorganized Sybra. 32 2. REORGANIZED SYBRA CONN. (a) BOARD OF DIRECTORS. On the Effective Date, the existing board of directors Sybra Conn. shall be deemed to have resigned as of such date. On the Effective Date, the board of directors of Reorganized Sybra Conn. shall consist of three members: Brian Schorr, Kenneth A. Thomas and Curtis S. Gimson. The Board of Directors of Reorganized Sybra Conn. will select a Chairman of the Board of Directors of Reorganized Sybra Conn. at its initial meeting. (b) OFFICERS OF REORGANIZED SYBRA CONN. The identification of the officers of Reorganized Sybra Conn. is attached on Exhibit C to the Disclosure Statement. (c) EFFECTIVE DATE SYBRA CONN. CERTIFICATE OF INCORPORATION AND EFFECTIVE DATE SYBRA CONN. BY-LAWS. The adoption of the Effective Date Sybra Conn. Certificate of Incorporation and Effective Date Sybra Conn. By-laws shall occur and be effective as of the Effective Date without any further action by the directors or stockholders of Sybra Conn. or Reorganized Sybra Conn. IX. MEANS OF IMPLEMENTATION, PROVISIONS REGARDING DISTRIBUTIONS UNDER THIS PLAN AND TREATMENT OF DISPUTED, CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE CLAIMS, CLAIMS AND EQUITY INTERESTS A. FUNDING FOR ICH. 1. SALE OF THE ICH ASSETS. Entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of NewCo's purchase, under the NewCo Purchase and Funding Agreement, of the ICH Assets pursuant to sections 1123(a)(5)(d) and 1129 of the Bankruptcy Code, free and clear of all Liens, without further corporate action of the Debtors. 2. PAYMENT OF NEWCO CONSIDERATION TO ICH. In consideration of the sale of the ICH Assets to NewCo, pursuant to the NewCo Purchase and Funding Agreement, NewCo shall (i) on the Effective Date, fund the ICH General Unsecured Fund with Cash in the amount of $8.0 million, (ii) on the Effective Date, fund with Cash the ICH Administrative and Priority Claim Fund and (iii) on the Effective Date, fund with Cash the ICH Operating Reserve in the amount of the ICH Plan Administration Amount. B. FUNDING FOR SYBRA AND SYBRA CONN. On the Effective Date and following the purchase of ICH Assets by NewCo pursuant to Section IX.A.1, NewCo, pursuant to the NewCo Purchase and 33 Funding Agreement, shall fund Reorganized Sybra with $14.5 million in Cash (less the amounts required to fund the ICH Administrative and Priority Claim Funds and the ICH Plan Administration Amount). With this Cash and Cash on hand, Reorganized Sybra will fund in Cash (i) the Subsidiary General Unsecured Claim Fund, (ii) the Sybra and Sybra Conn. Administrative and Priority Claim Fund, and (iii) the Secured Lender Claim Fund. Reorganized Sybra will not pay any dividends to NewCo for two (2) years from the Effective Date. Any loans made or arranged by Triarc for the benefit of Reorganized Sybra or Reorganized Sybra Conn. for the purpose of store remodeling shall be subject to the restrictions, if any, in the Secured Loan Documents and shall pay interest in kind for no less than two years after the Effective Date. In addition, NewCo (or an affiliate thereof) will make or obtain the New Financing Facility. C. DISTRIBUTIONS. 1. METHODS OF DISTRIBUTIONS UNDER THE PLAN. (a) DATE AND DELIVERY OF DISTRIBUTIONS. Distributions under this Plan shall be made by Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn., as applicable, to the holders of Allowed Claims, at the addresses set forth on the Schedules, unless such addresses are superseded by proofs of claim or transfers of claim filed pursuant to Bankruptcy Rule 3001 (or at the last known addresses of such holders if the Debtors or the Reorganized Debtors have been notified in writing of a change of address). (b) DISTRIBUTION OF CASH. Any payment of Cash by Reorganized ICH, Reorganized Sybra Conn. or Reorganized Sybra, as applicable, pursuant to this Plan shall be made at the option and in the sole discretion of Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn., as applicable, by (i) a check drawn on, or (ii) wire transfer from, a domestic bank selected by Reorganized ICH or Reorganized Sybra or Reorganized Sybra Conn., as applicable. (c) DISTRIBUTIONS FOR CLAIMS ALLOWED AS OF THE INITIAL DISTRIBUTION DATE. On the Initial Distribution Date, or as soon thereafter as practicable, Reorganized ICH, Reorganized Sybra Conn. or Reorganized Sybra, as applicable, shall distribute Cash to the holders of Allowed Claims. (d) DISPUTED CLAIMS RESERVES. (i) ESTABLISHMENT OF DISPUTED CLAIM RESERVES. On or before the Initial Distribution Date, Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. shall each create a Disputed Claims Reserve with respect to the applicable Claims Payment Fund in an amount of Cash equal to one hundred percent (100%) of distributions to which holders of Disputed Claims, as applicable, would be entitled under this Plan as of such date if such Disputed Claims were Allowed Claims in their Disputed Claims amounts (excluding duplicate Claims or Claim amounts); PROVIDED, HOWEVER, that the Debtors, Reorganized ICH, Reorganized 34 Sybra or Reorganized Sybra Conn., at any time, may file motion(s) pursuant to section 502(c) of the Bankruptcy Code for order(s) estimating and limiting the amount of Cash which shall be deposited in the Disputed Claims Reserves in respect of any Disputed Claims, with notice and an opportunity to be heard to the affected holders of such Disputed Claims. The Disputed Claims Reserves shall be fully funded no later than ten (10) days after the Bankruptcy Court has entered an order resolving such motion(s), which order may be the Confirmation Order. (ii) CASH HELD IN DISPUTED CLAIMS RESERVES. Cash held in the Disputed Claims Reserves shall be segregated (including merely by entries on the books and records of Reorganized ICH, Reorganized Sybra Conn. and Reorganized Sybra concerning the applicable Claims Payment Fund) and designated as held in trust for the benefit of holders of Allowed Claims, up to the amount of such Allowed Claims. Subject to Section IX.C.1(f) below, Cash held in the Disputed Claims Reserves shall not constitute property of Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn. Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. shall invest the Cash held in the Disputed Claims Reserves in a manner consistent with the ICH Plan Administrator Agreement and Plan Supplement, as applicable. Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. shall pay, or cause to be paid, out of the funds held in the Disputed Claims Reserves, any tax imposed on the Disputed Claims Reserves by any governmental unit with respect to income generated by Cash held in the Disputed Claims Reserves. (iii) DISTRIBUTIONS WITHHELD FOR DISPUTED CLAIMS. The holder of a Disputed Claim that becomes an Allowed Claim subsequent to the Initial Distribution Date shall receive a distribution of Cash (with any post-Effective Date interest thereon earned in the applicable Disputed Claims Reserves) from Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn., as applicable, on the next Quarterly Distribution Date that follows the Quarter during which such Disputed Claim becomes an Allowed Claim pursuant to a Final Order. Such distributions shall be made in accordance with this Plan based on the distributions that would have been made to such holder under this Plan if the Disputed Claim had been an Allowed Claim on or prior to the Initial Distribution Date. (e) UNCLAIMED DISTRIBUTIONS AND OVERFUNDING. (i) UNCLAIMED DISTRIBUTIONS. Any distribution of Cash under this Plan which is unclaimed after the later to occur of (a) one year after the relevant distribution or (b) six months after the date on which such claimant's Claim is Allowed shall (x) in the case of a holder of an Allowed ICH General Unsecured Claim that is not an Allowed Insider 35 Claim, be added back to the ICH General Unsecured Fund for purposes of Pro Rata distributions to other holders of Allowed ICH General Unsecured Claims and (y) in the case of a holder of an Allowed Claim that is not an ICH General Unsecured Claim, be transferred to NewCo, notwithstanding state or other escheat or similar laws to the contrary. (ii) OVERFUNDING. If after the resolution by stipulation or Final Order of any Disputed Claim(s) relating to the ICH Administrative and Priority Claim Fund, there is Cash in any such Claims Payment Fund in excess of the distributions that holders of Allowed Claims are entitled to receive from such Claims Payment Fund, such Cash shall immediately be transferred to and vest in NewCo. (f) SATURDAYS, SUNDAYS, OR LEGAL HOLIDAYS. If any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, and shall be deemed to have been completed as of the required date. 2. OBJECTIONS TO AND RESOLUTION OF CLAIMS; NEWCO OBJECTION RIGHTS WITH RESPECT TO ICH CLAIMS. (a) OBJECTIONS TO AND RESOLUTION OF CLAIMS. Except as provided herein, Reorganized ICH, Reorganized Sybra Conn. and Reorganized Sybra, as applicable, shall have the exclusive right to make and file objections to Claims subsequent to the Confirmation Date. Except as provided herein, all objections shall be litigated to a Final Order. Unless otherwise ordered by the Court, Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn., as applicable, shall file all objections to Claims that are the subject of proofs of claim, listed in the Schedules or requests for payment of Administrative Claims filed with the Court (other than applications for allowances of compensation and reimbursement of expenses) and serve such objections upon the holders of the Claim as to which the objection is made as soon as is practicable, but in no event later than the Claims Objection Deadline or such later date as may be approved by the Court. (b) NEWCO OBJECTION RIGHTS WITH RESPECT TO ICH CLAIMS. Notwithstanding the foregoing, NewCo is hereby granted the exclusive right and delegated all authority and power on behalf of Reorganized ICH, which shall include the ability to direct the ICH Plan Administrator, with respect to filing objections to, or seeking the estimation by the Bankruptcy Court of, or pursuing Causes of Action in any way related to, Administrative Claims, Fee Claims, Other Priority Claims, Priority Tax Claims and the Care Financial Claim against ICH. NewCo shall be responsible for any professional fees and expenses and allocable costs of the ICH Plan Administrator with respect to such objections, requests for estimation or Causes of Action. 3. ALLOCATION OF CONSIDERATION. The aggregate consideration to be distributed to the holders of Allowed Claims in each Class under this Plan (other than the 36 Claims, if any, of the Internal Revenue Service) shall be treated as first satisfying an amount equal to the stated principal amount of the Allowed Claim for such holders and any remaining consideration as satisfying accrued, but unpaid, interest and costs, if any, and attorneys' fees where applicable. 4. CANCELLATION AND SURRENDER OF EXISTING ICH EQUITY INTERESTS. On the Effective Date, the Equity Interests of ICH shall be deemed canceled. D. ESTIMATION. Reorganized ICH, Reorganized Sybra Conn. or Reorganized Sybra, as applicable, may, at any time, request that the Court estimate any Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn. have previously objected to such Claim. The Court will retain jurisdiction to estimate any Claim at any time, including during litigation concerning any objection to such Claim. In the event that the Court estimates any Disputed Claim, such estimated amount may constitute either the Allowed amount of such Claim, or a maximum limitation on such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on such Claim, Reorganized ICH, Reorganized Sybra or Reorganized Sybra Conn. may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims, objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. E. THE AMENDED AND EFFECTIVE DATE CERTIFICATES OF INCORPORATION, THE AMENDED AND EFFECTIVE DATE BY-LAWS AND OTHER IMPLEMENTATION DOCUMENTS. On or before the Effective Date, as applicable, Reorganized ICH, Reorganized Sybra and Reorganized Sybra Conn. will execute the Amended ICH Certificate of Incorporation, the Amended ICH By-laws, the Effective Date Sybra Certificate of Incorporation, the Effective Date Sybra By-laws, the Effective Date Sybra Conn. Certificate of Incorporation, the Effective Date Sybra Conn. By-laws, the ICH Plan Administrator Agreement, the NewCo Purchase and Funding Agreement and all other documents required and necessary to implement this Plan, without the requirement of any further corporate action. All such Certificates of Incorporation shall comply with Section 1123(a)(6) of the Bankruptcy Code. F. INTERCOMPANY CLAIMS. On the Confirmation Date or such other date as may be set by the Confirmation Order, but subject to the occurrence of the Effective Date, all Intercompany Claims between Reorganized Sybra and Reorganized Sybra Conn., on the one hand, and ICH, on the other hand, shall be extinguished. 37 X. EFFECT OF CONFIRMATION OF THIS PLAN A. CONTINUED CORPORATE EXISTENCE. ICH, as Reorganized ICH, shall continue to exist after the Effective Date with all powers of a corporation under the laws of the state of its incorporation as limited by this Plan. Sybra, as Reorganized Sybra, and Sybra Conn., as Reorganized Sybra Conn., shall continue to exist after the Effective Date with all powers of a corporation under the laws of its state of incorporation and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under such applicable state law; and Reorganized Sybra and Reorganized Sybra Conn. may operate its business free of any restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules or by the Court, subject only to the terms and conditions of the Plan. B. DISSOLUTION OF CREDITORS' COMMITTEE; CESSATION OF PROFESSIONAL SERVICES. The Creditors' Committee shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code and shall perform such other duties as it may have been assigned by the Bankruptcy Court prior to the Effective Date. On the Effective Date, the Creditors' Committee shall be dissolved and its members shall be deemed released of all their duties, responsibilities and obligations in connection with the Chapter 11 Cases or this Plan and its implementation, and the retention or employment of the Creditors' Committee's and the Debtors' attorneys and other agents shall terminate except with respect to (i) all Fee Claims and (ii) any appeals of the Confirmation Order. C. REVESTING OF ASSETS. The property of the ICH Estate other than the ICH Assets shall be revested in Reorganized ICH on the Effective Date. The property of the Sybra Estate and the Sybra Conn. Estate shall be revested in Reorganized Sybra and Reorganized Sybra Conn., respectively, on the Effective Date. D. DISCHARGE OF THE DEBTORS. The rights afforded herein and the treatment of all Claims and Equity Interests herein shall be in exchange for and in complete satisfaction, discharge, and release of all Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Petition Date, against the Debtors, the Debtors in Possession, the Reorganized Debtors, or any of their respective assets or properties, arising prior to the Effective Date. Except as otherwise expressly specified in this Plan, the Confirmation Order shall act as of the Effective Date as a discharge of all debts of, Claims against, Liens on, and Equity Interests in the Debtors, their assets and properties, arising at any time before the entry of the Confirmation Order, regardless of whether a proof of Claim or Equity Interest with respect thereto was filed, whether the Claim or 38 Equity Interest is Allowed, or whether the holder thereof votes to accept this Plan or is entitled to receive a distribution hereunder. Except as otherwise expressly specified in this Plan, after the Effective Date, any holder of such discharged Claim or Equity Interest shall be precluded from asserting against the Debtors, the Reorganized Debtors, Triarc, NewCo, the ICH Plan Administrator or any of their respective assets or properties, any other or further Claim or Equity Interest based on any document, instrument, act, omission, transaction, or other activity of any kind or nature relating to the Chapter 11 Cases that occurred before the entry of the Confirmation Order. E. DEBTORS' RELEASES OF JOHN BICKS AND ROBERT DRECHSLER. In consideration of the Bicks/Drechsler Letter Agreement, including Bicks' and Drechsler's agreement to waive and release any claims against Care Financial, the Debtors waive and forever release John Bicks and Robert Drechsler from any and all Claims, causes of action, defenses, liabilities, counterclaims, or offsets and/or allegations, including, without limitation, any avoidance action, each may have or may have made, or that is based upon transactions, acts, omissions, facts or circumstances at any time up through and including the Effective Date, except for willful misconduct or gross negligence. F. INJUNCTION. Except as otherwise expressly provided in this Plan or under any assumed executory contract or unexpired lease or Secured Loan Document, the Confirmation Order, or a separate order of the Court, all entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors which arose before or were held as of the Effective Date, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, with respect to any such Claim or Equity Interest, (b) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against the Debtors on account of any such Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest and (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest. Such injunction shall extend to successors of the Debtors (including, without limitation, the Reorganized Debtors), the ICH Plan Administrator, Triarc and NewCo and their respective properties and interests in property. G. PRESERVATION/WAIVER OF CAUSES OF ACTION. 1. PRESERVATION OF RIGHTS. Pursuant to this Plan, and sections 544, 548, 549, 550, 551, 553 and 1123(b)(3)(B) of the Bankruptcy Code, the Reorganized Debtors shall retain all rights and all Causes of Action accruing to them and their Estates. Including, without limitation, the avoidance of any transfer of an interest of the Debtors in property or any obligation incurred by the Debtors, except as expressly noted in this Plan or the Confirmation Order, nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any such rights or Causes of Action. 39 Nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any Claim, Cause of Action, right of setoff, or other legal or equitable defense which the Debtors had immediately prior to the Petition Date which is not specifically waived or relinquished by this Plan. The Reorganized Debtors shall have, retain, reserve and be entitled to assert all such Claims, Causes of Action, rights of setoff and other legal or equitable defenses which the Debtors had immediately prior to the Petition Date as fully as if the Chapter 11 Cases had not been commenced; and all of the Reorganized Debtors' legal and equitable rights respecting any Claim which are not specifically waived or relinquished by this Plan may be asserted after the Effective Date to the same extent as if the Chapter 11 Cases had not been commenced. 2. CAUSE OF ACTION PROCEEDS. Subject to NewCo's rights under the Plan, the proceeds, if any, received by Reorganized ICH in respect of any Causes of Action shall be used by Reorganized ICH for funding the ICH Operating Reserve and for additional distributions on a Pro Rata basis to the holders of Allowed Class 5 Claims (or ICH Equity Interests, as the case may be). H. VOTES SOLICITED IN GOOD FAITH. Triarc (and each of its respective affiliates, agents, directors, officers, members, employees, advisors, and attorneys) has, and upon confirmation of this Plan shall be deemed to have, solicited acceptances of this Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and will not be liable at any time for the violation of any applicable law, rule or regulation governing the solicitation of acceptances or rejections of this Plan. I. ADMINISTRATIVE CLAIMS INCURRED AFTER THE CONFIRMATION DATE. Administrative Claims incurred by the Reorganized Debtors after the date and time of the entry of the Confirmation Order, including (without limitation) Claims for Professionals' fees and expenses incurred after such date, including, without limitation, claims for Professionals' fees and expenses by the Reorganized Debtors after such date, shall not be subject to application and may be paid by the Reorganized Debtors in the ordinary course of business and without application for or Court approval. J. EXCULPATION, LIMITATIONS. 1. EXCULPATION. The Debtors, the Reorganized Debtors, the ICH Plan Administrator, the Creditors' Committee, NewCo, Triarc and their respective present and former members, officers, directors, representatives, shareholders, employees, advisors, attorneys and agents acting in such capacity (i) shall have no liability whatsoever to any holder or purported holder of an Administrative Claim, Claim, or Equity Interest for any act or omission in connection with, or arising out of, the Plan, the Disclosure Statement, the negotiation of the Plan, the negotiation of the other documents, included in the Plan Supplement, the pursuit of approval of the Disclosure Statement or the solicitation of votes for confirmation of the Plan, the Chapter 11 Cases, the consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, or any 40 transaction contemplated by the Plan or Disclosure Statement or in furtherance thereof (including, without limitation, employment contracts, programs and arrangements adopted in connection with the Plan or the Chapter 11 Cases), except for willful misconduct, gross negligence or breach of fiduciary duty as determined by a Final Order, and (ii) in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such parties from liability. 2. LIMITATION WITH RESPECT TO GOVERNMENTAL ENTITIES. Notwithstanding Section X.I.1 of this Plan, the Plan shall not release, discharge, or exculpate any non-debtor party from any debt owed to the United States Government and/or its agencies, including the Pension Benefit Guaranty Corporation (the "Government"), or from any liability arising under the Internal Revenue Code, the Employee Retirement Income Security Act of 1974, as amended, or the environmental laws, securities laws or criminal laws of the United States. In addition, notwithstanding Section X.I.1 of this Plan, the Plan shall not enjoin or prevent the Government from collecting any such liability from any such non-debtor party. K. TERM OF BANKRUPTCY INJUNCTION OR STAYS. All injunctions or stays provided for in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. L. PRESERVATION OF INSURANCE. The Debtors' discharge and release from all Claims as provided herein, except as necessary to be consistent with this Plan, shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors, the Reorganized Debtors (including, without limitation, their officers and directors) or any other person or entity. M. SETOFFS. The Debtors may, but shall not be required to, set off against any Claim or Equity Interest, and the payments or other distributions to be made pursuant to this Plan in respect of such Claim or Equity Interest, claims of any nature whatsoever that the Debtors may have against such holder of a Claim of Equity Interest; but neither the failure to do so nor the allowance of any Claim or Equity Interest hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claim that the Debtors or the Reorganized Debtors may have against such holder of a Claim of Equity Interest. N. INDEMNIFICATION OBLIGATIONS. Sybra's and Sybra Conn's indemnification obligations to present and former directors, officers or employees, upon or after the Petition Date, pursuant to their 41 certificates of incorporation and by-laws or applicable state law, or any combination of the foregoing, shall survive confirmation of the Plan, remain unaffected thereby, and not be discharged. XI. RETENTION OF JURISDICTION The Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of, and related to, the Chapter 11 Cases and this Plan pursuant to, and for the purposes of, section 105(a) and section 1142 of the Bankruptcy Code and for, among other things, the following purposes: (i) to hear and determine applications for the assumption or rejection of executory contracts or unexpired leases and the allowance of Claims resulting therefrom; (ii) to determine any other applications, adversary proceedings, and contested matters pending on the Effective Date; (iii) to ensure that distributions to holders of Allowed Claims are accomplished as provided herein; (iv) to resolve disputes as to the ownership of any Claim or Equity Interest; (v) to hear and determine timely objections to Administrative Claims, Claims and Equity Interests; (vi) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (vii) to issue such orders in aid of execution of this Plan, to the extent authorized by section 1142 of the Bankruptcy Code; (viii) to consider any modifications of this Plan, to cure any defect or omission, or to reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order; (ix) to hear and determine all applications for compensation and reimbursement of expenses of Professionals under sections 330, 331, and 503(b) of the Bankruptcy Code; (x) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan; (xi) to hear and determine any issue for which this Plan requires a Final Order of the Bankruptcy Court; (xii) to hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code; (xiii) to hear any other matter not inconsistent with the Bankruptcy Code; (xiv) to hear and determine disputes arising in connection with compensation and reimbursement of expenses of Professionals for services rendered during the period commencing on the Confirmation Date through and including the Effective Date; (xv) to hear and determine all avoidance actions commenced by the Reorganized Debtors pursuant to sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code; and (xvi) to enter a final decree closing the Chapter 11 Cases. XII. MISCELLANEOUS PROVISIONS A. PAYMENT OF STATUTORY FEES. All fees payable on or before the Effective Date (i) pursuant to Section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, and (ii) to the United States Trustee, shall be paid by 42 the Debtors on or before the Effective Date. Any such fees accruing after the Effective Date shall be paid by the applicable Reorganized Debtor. B. AMENDMENT, MODIFICATION OR WITHDRAWAL OF THIS PLAN; SEVERABILITY. Triarc reserves the right, subject to the Bankruptcy Code, to amend or to modify or to withdraw the Plan prior to the entry of the Confirmation Order, including, without limitation, to make such amendments or modifications as may be necessary to carry out the purpose and intent of the Plan and to ensure its confirmability. After entry of the Confirmation Order, the Reorganized Debtors may amend or modify the Plan or remedy any defect or omission or reconcile any inconsistency in the Plan in such a manner as may be necessary to carry out the purpose and intent of the Plan. Subject to Triarc's right to amend, modify or withdraw the Plan prior to entry of the Confirmation Order, any provision of the Plan that is determined by the Bankruptcy Court to cause the Plan to be not confirmable shall be ineffective without affecting in any way the remaining provisions hereof. C. GOVERNING LAW. Unless a rule of law or procedure is supplied by Federal law (including the Bankruptcy Code and Bankruptcy Rules) or the Delaware General Corporation Law or Delaware Limited Liability Company Act or such other similar law that may apply, the laws of the State of New York (without reference to the conflicts of laws provisions thereof) shall govern the construction and implementation of this Plan and any agreements, documents, and instruments executed in connection with this Plan. D. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before the Effective Date, Triarc, the Debtors or the Reorganized Debtors shall file with the Bankruptcy Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan, including without limitation the NewCo Purchase and Funding Agreement. E. SECTION 338(H)(10) ELECTION At NewCo's option, NewCo and ICH shall make an election under Section 338(h)(10) of the Internal Revenue Code and any comparable provision of state, local or foreign law, with respect to the purchase of the ICH Assets or any portion thereof. F. WITHHOLDING AND REPORTING REQUIREMENTS. In connection with this Plan and all instruments issued in connection therewith and distributions thereon, Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority and all distributions hereunder shall be subject to any such withholding and reporting requirements. 43 G. EXEMPTION FROM TRANSFER TAXES. Pursuant to section 1146(c) of the Bankruptcy Code, any transfer from the Debtors to the Reorganized Debtors or otherwise pursuant to this Plan, including the transfer of the ICH Assets to NewCo, shall not be subject to any stamp, real estate transfer, recording or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. H. WAIVER OF FEDERAL RULE OF CIVIL PROCEDURE 62(A). Triarc may request that the Confirmation Order include (i) a finding that Fed. R. Civ. P. 62(a) shall not apply to the Confirmation Order and (ii) authorization for the Debtors to consummate this Plan immediately after entry of the Confirmation Order. I. HEADINGS. Headings used in this Plan are for convenience and reference only and shall not constitute a part of this Plan for any purpose. J. EXHIBITS. All Exhibits to this Plan are incorporated into and constitute a part of this Plan as if set forth herein. K. NOTICES. All notices, requests, and demands hereunder to be effective shall be in writing and unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: TO TRIARC AND NEWCO: Triarc Companies, Inc., 280 Park Avenue, New York, NY 10017, Attn: Brian Schorr; with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064, attention: Alan W. Kornberg, John R. Ashmead, tel.: (212) 373-3000; fax (212) 757-3990. TO THE DEBTORS: ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., c/o Sonnenschien Nath & Rosenthal, 1221 Avenue of the Americas, New York, New York 10020, attention: Peter D. Wolfson, D. Farrington Yates, tel.: (212) 768-6700, fax: (212) 768-6800. TO THE CREDITORS COMMITTEE: Official Committee of Unsecured Creditors of ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., c/o Vinson & Elkins, 44 666 Fifth Avenue, New York, New York 10103, attention: Dan Stewart, Steven Abramowitz, tel.: (917) 206-8000; fax: (917) 206-8100. L. PLAN SUPPLEMENT. Forms of the documents relating to the Amended ICH Certificate of Incorporation, the Amended ICH By-laws, the Effective Date Sybra Certificate of Incorporation, the Effective Date Sybra By-laws, the Effective Date Sybra Conn. Certificate of Incorporation, the Effective Date Sybra Conn. By-laws, the ICH Plan Administrator Agreement and, the NewCo Purchase and Funding Agreement shall be contained in the Plan Supplement which shall be filed with the Clerk of the Bankruptcy Court no later than ten (10) days before the Voting Deadline. The Plan Supplement may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Equity Interests may obtain a copy of the Plan Supplement upon written request to Triarc in accordance with Section XII.K of this Plan. M. CONFLICT. The terms of this Plan shall govern in the event of any inconsistency with the summaries of this Plan set forth in the Disclosure Statement. N. SETOFF BY THE UNITED STATES. The valid setoff rights, if any, of the United States of America will be unaffected by this Plan or confirmation thereof. XIII. CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE A. CONFIRMATION OF THIS PLAN. This Plan can be confirmed either under section 1129(a) of the Bankruptcy Code or in a non-consensual manner under section 1129(b) of the Bankruptcy Code so long as the conditions of Section XIII.B have been satisfied or waived pursuant to Section XIII.D. B. CONDITIONS PRECEDENT TO THE CONFIRMATION OF THE PLAN. Unless this condition is waived in accordance with Section XIII.D, the Confirmation Order must be in form and substance acceptable to Triarc. C. CONDITIONS PRECEDENT TO EFFECTIVENESS. The Plan shall not become effective unless and until it has been confirmed and the following conditions have been satisfied in full or waived pursuant to Section XIII.D: 45 1. The Confirmation Order in a form satisfactory to Triarc shall have become a Final Order. 2. The NewCo Purchase and Funding Agreement shall be executed and performed by the Debtors. 3. The Amended ICH Certificate of Incorporation shall have been properly filed with the Secretary of State of the State of Delaware. 4. The Effective Date Sybra Certificate of Incorporation shall have been properly filed with the appropriate Secretary of State. 5. The Effective Date Sybra Conn. Certificate of Incorporation shall have been properly filed with the appropriate Secretary of State. 6. All authorizations, consents and regulatory approval required (if any) for this Plan's effectiveness shall have been obtained. D. WAIVER OF CONDITIONS. Triarc may waive any or all of the conditions set forth in Sections XIII.B and C above at any time, without leave of or order of the Court and without any formal action. E. EFFECT OF FAILURE OF CONDITIONS. In the event that the Effective Date does not occur on or before sixty (60) days after the Confirmation Date, upon notification submitted by Triarc to the Bankruptcy Court: (i) the Confirmation Order shall be vacated, (ii) no distributions under this Plan shall be made, (iii) the Debtors and all holders of Claims and Equity Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred, and (iv) the Debtors' obligations with respect to the Claims and Equity Interests shall remain unchanged and nothing contained in this Plan shall constitute or be deemed a waiver or release of any Claims or Equity Interests by or against the Debtors or any other person or to prejudice in any manner the rights of the Debtors or any person in any further proceedings involving the Debtors. F. VACATUR OF CONFIRMATION ORDER. If an order denying confirmation of this Plan is entered, then this Plan shall be null and void in all respects, and nothing contained in this Plan shall (i) constitute a waiver or release of any Claims against or Equity Interests in the Debtors; (ii) prejudice in any manner the rights of the holder of any Claim against, or Equity Interest in, the Debtors; (iii) prejudice in any manner any right, remedy, claim or defense of the Debtors; or (iv) be deemed an admission against interest by the Debtors. 46 Dated: November 22, 2002 TRIARC COMPANIES, INC. By: /s/ Brian L. Schorr --------------------------------------- Name: Brian L. Schorr Title: Executive Vice President and General Counsel 47 SCHEDULE A FILED AS SEPARATE DOCUMENT ON 11/22/02 A-1 SCHEDULE B FILED AS SEPARATE DOCUMENT ON 11/22/02 B-1 SCHEDULE C SECURED LENDERS* ---------------- Atheron Capital Incorporated Bayview Franchise Mortgage Captec Financial Group, Inc. CIT Lending Services Corporation CNL Financial VI, LP Finova Capital Corp. Fleet Business Credit, LLC GE Capital Franchise Finance Corporation GMAC Wells Fargo Bank, N.A. - ------------------------ * Subject to any corrections that are necessary. C-1 - -------------------------------------------------------------------------------- PROPOSED ALLOWED AMOUNTS OF SECURED LENDER CLAIMS* - -------------------------------------------------------------------------------- A. B. C. POSTPETITION PREPETITION REMAINING PRINCIPAL INTEREST (AND BALANCE SECURED LENDER (THROUGH PREPETITION PRINCIPAL AS OF 12/31/02) IF APPLICABLE) 12/31/02** - -------------------------------------------------------------------------------- GECFFC $ 808,921.65 $ 125,446.35 $ 12,473,834.96 - -------------------------------------------------------------------------------- Fleet 527,492.07 84,937.01 9,424,596.06 - -------------------------------------------------------------------------------- CIT 743,459.85 158,765.59 17,695,625.05 - -------------------------------------------------------------------------------- BVFMAC 97,819.49 17,699.76 1,933,300.20 - -------------------------------------------------------------------------------- Wells Fargo 177,599.65 51,942.97 5,001,898.55 - -------------------------------------------------------------------------------- Finova 859,488.45 181,548.35 20,617,939.51 - -------------------------------------------------------------------------------- GMAC 73,934.57 5,445.49 482,809.09 - -------------------------------------------------------------------------------- Atherton/Amresco 2,192,232.91 244,037.75 21,968,496.17 - -------------------------------------------------------------------------------- CAPTEC 133,701.21 10,236.85 894,140.74 - -------------------------------------------------------------------------------- CNL 34,310.28 9,820.01 943,963.95 - -------------------------------------------------------------------------------- * As reflected in Debtor's books and records; subject to correction as maybe required under Secured Loan Documents, and subject to Plan. ** After payments in Columns A and B. C-2 SCHEDULE D SCHEDULE OF LOAN DOCUMENT MODIFICATIONS --------------------------------------- 1. All references in the Secured Loan Documents to ICH Corporation, ICH, "guarantor" or "parent" or similar terms shall be deleted. Consistent with the foregoing, the following or similar provisions shall be eliminated as events of default under each of the Secured Loan Documents: (a) Failure of ICH to own any given percentage of Sybra's capital stock or failure by ICH to maintain voting control over Sybra or failure by ICH to maintain the ability to direct the management policies to Sybra. (b) ICH's denial of its obligations under any guarantee, or failure of any guarantee to remain in full force and effect.Any provision in any of the Secured Documents restricting a change of control of Sybra or Sybra Conn. shall be deemed waived with respect to the acquisition by NewCo of 100% of the equity interests of Sybra or Sybra Conn pursuant to the Triarc Chapter 11 Plan. 2. All covenants requiring Sybra or Sybra Conn to maintain a specified fixed charge coverage ratio shall be amended to require Sybra or Sybra Conn. to maintain a fixed charge coverage ratio of 1.0 to 1 for the first four years following the confirmation date and 1.1 to 1 thereafter. Additionally, no fixed charge ratio covenant or other financial maintenance covenant shall be operative until the commencement of the first full calendar quarter following the confirmation date. For all Secured Loan Documents, the fixed charge coverage ratio shall be defined as: the sum of earnings before interest, cash taxes, depreciation, amortization, rent expense, equipment rent and any non-recurring income or expense items divided by the sum of scheduled debt principal (including capitalized lease obligations) and interest payments, rent expense, equipment rent and dividends. All calculations of fixed charge coverage ratio shall be calculated on a trailing twelve months' basis. In the event that Sybra or Sybra Conn fails to maintain the required fixed charge coverage ratio during any period, such failure may be cured by a contribution of cash equity by NewCo during the quarter immediately following such period in an amount such that, if such equity contribution were added to the numerator of the fixed charge coverage ratio calculation, the ratio for the period in question would then meet the required minimum. 3. For all Secured Loan Documents, all covenants requiring the furnishing of financial reports or information shall be amended to require that only the following financial reports be furnished: (a) Within 120 days after the end of each fiscal year of Sybra, Inc., the consolidated balance sheet of Sybra, Inc. and its subsidiaries as of the end of such fiscal year and the related consolidated statements of operations, cash flows and stockholders' equity for such D-1 fiscal year, and certified by independent certified public accountants of reorganized national standing. (b) Within 60 days after the end of each of the first three fisc (c) al quarters in each fiscal year of Sybra, Inc., the unaudited consolidated balance sheet of Sybra, Inc. and it subsidiaries as of the end of such quarterly period and related consolidated statements of operations, cash flows and stockholders' equity for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period. 4. No covenant under any of the Secured Loan Documents shall be deemed to prohibit the reincorporation in Delaware of Sybra, Inc. and Sybra Conn. 5. All pre-existing non-monetary defaults under any Secured Loan Document and any defaults that would be triggered by the Triarc Chapter 11 Plan or the transactions effected thereunder shall be deemed to be waived irrevocably and unconditionally as of the Effective Date. 6. At the option of a Secured Lender, its Secured Loan Documents may be modified to provide for cross-collateralization. D-2 SCHEDULE E BICKS/DRECHSLER LETTER AGREEMENT -------------------------------- E-1 TRIARC RESTAURANT HOLDINGS, LLC 280 PARK AVENUE, 41ST FLOOR NEW YORK, NEW YORK 10017 ================================================================================ November 15, 2002 PERSONAL AND CONFIDENTIAL - ------------------------- Mr. John A. Bicks Mr. Robert H. Drechsler c/o Sybra, Inc. 780 Third Avenue New York, NY 10017 Re: PROPOSED TERMS OF EMPLOYMENT Dear Messrs. Bicks and Drechsler: Reference is made to the First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc. (as amended from time to time, the "Triarc Plan") proposed by Triarc Companies, Inc. ("Triarc") in the jointly administered chapter 11 cases of ICH Corporation ("ICH"), Sybra, Inc. ("Sybra") and Sybra of Connecticut, Inc. ("Sybra-CT"; collectively, the "Debtors"). Subject to and conditioned upon (i) countersignature by each of you in the space provided below and (ii) the occurrence of the Effective Date1 of the Triarc Plan, this letter will confirm certain agreements that Triarc Restaurant Holdings, LLC ("Newco") has reached with you with respect to (x) your respective Second Amended and Restated Employment Agreements, dated as of May 15, 2001, as amended (the "Employment Agreements") with the Debtors and with Care Financial Corporation ("Care Financial"), a non-debtor subsidiary of ICH, and (y) your future arrangements with Sybra. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we hereby agree as follows: - ------------------------ 1 Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Triarc Plan. E-2 (i) The Employment Agreements will be rejected under the Triarc Plan and you shall not object to, or otherwise impede, such rejection. (ii) On or before the Effective Date, you shall cause the cancellation of all outstanding letters of credit that secure obligations owed and performance due to you under the Employment Agreements and you shall furnish Newco with adequate proof of such cancellation. (iii) Each of you agrees to vote in favor of the Triarc Plan in respect of your claims against ICH. In addition, each of you agrees not to (a) solicit acceptances or rejections of, or (b) unless compelled by an order of the Bankruptcy Court overseeing the Debtors' chapter 11 cases, to publicly or privately disclose a preference for, either of the competing chapter 11 plans proposed for the Debtors. In addition, you shall not directly or indirectly object to, or take any other action to frustrate or impede confirmation of, the Triarc Plan and occurrence of the Effective Date thereunder. (iv) On the later of the Effective Date and January 2, 2003: (a) you will each receive a Cash payment from Sybra in the amount of $454,000 (subject to any applicable withholding requirements) in full settlement and satisfaction of any and all claims that you may have against the Debtors and Care Financial including, but not limited to, those arising under the Employment Agreements; and (b) Sybra will reimburse you for actual legal fees and expenses incurred by you in connection with the matters described herein in an aggregate amount not to exceed $25,000, with the amounts referenced in (a) and (b) to be paid to you by wire transfer of immediately available funds in accordance with written instructions to be provided by each of you. You shall furnish Newco with copies of the statements for legal fees prior to receiving the payment under (iv)(b). (v) Each of you will be offered employment by reorganized Sybra for a period of one year commencing on the date of the closing of the transactions contemplated in the Triarc Plan (the "Employment Term"), at an annual salary, paid biweekly, of $454,000 (subject to applicable withholding requirements). Such annual salary, together with all other amounts due to each of you under this agreement, shall be paid notwithstanding the death or disability of either of you; and in such event, such amounts will be paid to your legal representative. Your employment obligations shall include, without limitation, assisting Triarc, Newco and the Debtors (a) to implement the Triarc Plan (including by assisting the ICH Plan Administrator), and (b) in the preparation of filings to be made by Triarc and its affiliates with the Securities and Exchange Commission containing information relating to the Debtors. Neither of you will be required to perform services that do not relate to Newco, the Debtors or Care Financial. (vi) During the Employment Term, you will each work on a full-time, exclusive basis for the first six months thereof; for the second six months, you will each be E-3 available on a part-time, non-exclusive basis as requested by Sybra upon reasonable notice. You may pursue, accept, undertake and perform other employment on a full-time basis while serving Sybra on a part-time basis. During the Employment Term, you may be terminated only for "Cause" as that term is defined in section 4(a)(i) of the Employment Agreements, and such defined term is incorporated herein by reference. (vii) During the Employment Term, each of you will continue to be included in the medical, life, and director and officer liability insurance programs available to Sybra executives at the levels of your current participation, and you shall receive the same premium and reimbursement coverages with respect thereto that you have, under the Employment Agreements (as of the date hereof). (viii) It is expected that during the Employment Term, each of you will continue to work from Sybra's New York office located at 780 Third Avenue, New York, New York, the lease for which is being assumed as part of the Triarc Plan. If during that first six months of the Employment Term this office is closed, comparable office space in Manhattan will be made available for your use and the cost of any move will be borne by Sybra. Essential support services shall be made available to you so that you may perform your duties hereunder, including a full time secretary/receptionist (compensation approximately $40,000 per annum) during the first six months of the Employment Term. (ix) As of the Effective Date, each of you hereby waive and release any and all claims (including, but not limited to, any and all severance, compensation, bonus, option or other claims arising under or related to your respective Employment Agreements and the rejection thereof) that you may have or may assert against the Debtors or Care Financial and you shall promptly withdraw any and all proofs of claim filed by you or on your behalf against the Debtors. (x) During the Employment Term, each of you will not, directly or indirectly, compete with any business Newco or the Debtors (or any of their affiliates or successors) is then conducting or which is then covered in a written proposal or business plan then in effect, in any place in which Newco or the Debtors (or any of their affiliates or successors) does business at the time you seek to engage in such business. (xi) For a period of three (3) years commencing on the Effective Date, neither of you shall (a) directly or indirectly solicit or attempt to solicit or participate in the solicitation of or otherwise advise or encourage any officer, employee, agent, consultant or representative of, Newco or the Debtors (or any of their affiliates or successors) to terminate his, her or its relationship with Newco or the Debtors (or any of their affiliates or successors), or (b) directly or indirectly solicit for employment or hire any officer, employee, agent, consultant or representative of Newco or the Debtors (or any of their affiliates or successors). E-4 (xii) Neither of you shall, during the Employment Term or at any time thereafter, except as required by law or as is necessary for the performance of your duties set forth herein, directly or indirectly, publish, make known or in any manner disclose any confidential records (as hereinafter defined) of Triarc, Newco, the Debtors or any of their affiliates, or permit any inspection or copying of confidential records of Triarc, Newco, the Debtors or any of their affiliates, by, any individual or entity. Neither of you shall retain any copies of any of such confidential records following termination of your employment hereunder. For purposes of this Agreement, "confidential records" means, without limitation, all information (whether written or oral), correspondence, memoranda, files, manuals, books, lists, financial, operating or marketing records and customer and vendor records relating to or containing any information not generally available to the public, any proprietary information (in any medium whether in writing, on magnetic tape or in electronic or other form) or any equipment of any kind which may be in your possession or under your control or accessible to you. In addition, during the Employment Term and thereafter, each of you shall refrain from making any statement, written or oral, which is disparaging to Triarc, Sybra, their affiliates, directors or officers, provided that Newco performs its obligations hereunder. During the Employment Term and thereafter, Triarc, Newco, Sybra, their affiliates, directors or officers shall refrain from making any statement, written or oral, which is disparaging to you, provided that you perform your obligations hereunder. (xiii) The Triarc Plan shall be amended to add: (a) a release from the Debtors arising in your favor effective as of, and covering all claims arising through, the Effective Date; (b) your names to the exculpation provision; and (c) a provision in your favor continuing the indemnification benefits available under Sybra's charter and by-laws. In addition, each of you, on the one hand, and Triarc and Newco, on the other hand, will execute and deliver mutual releases with respect to any and all claims arising through the Effective Date. A copy of such mutual release is attached hereto as Exhibit A. Each of you agrees to execute such other and further documents as may be necessary to effectuate the terms agreed to herein. (xiv) Newco agrees that following the Effective Date it shall cause Sybra to comply with its obligations hereunder. (xv) Each of you agrees that this Agreement shall be disclosed to the Bankruptcy Court. (xvi) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS E-5 PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEW YORK. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN THE CITY OF NEW YORK_ AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF COURTS SITUATED IN NEW YORK COUNTY. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. (xvii) THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT. E-6 If the foregoing accurately reflects the understanding that we have reached, please execute this letter agreement where indicated below and return a copy of this letter by facsimile to me (212-451-3216). Very truly yours, TRIARC RESTAURANT HOLDINGS, LLC By /s/ Jonathan P. May --------------------------------------- Jonathan P. May Senior Vice President- Corporate Development AGREED TO AND ACCEPTED: /s/ John A. Bicks - ---------------------------------- John A. Bicks /s/ Robert H. Drechsler - ---------------------------------- Robert H. Drechsler E-7 EXHIBIT A --------- GENERAL RELEASE AND COVENANT NOT TO SUE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW that: Each of John Bicks and Robert Drechsler (each, an "EXECUTIVE"), on his own behalf and on behalf of his descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable to the undersigned under that Letter Agreement dated as of November 15, 2002 (the "AGREEMENT") between each Executive and Triarc Restaurant Holdings, LLC (the "COMPANY"), does hereby covenant not to sue or pursue any litigation (or file any charge or otherwise correspond with any Federal, state or local administrative agency) against, and waives, releases and discharges the Company, Sybra, Inc., Arby's, Inc. and Triarc Companies, Inc. and each of their respective assigns, affiliates, subsidiaries, parents, predecessors and successors, and the past and present shareholders, employees, officers, directors, representatives and agents or any of them (collectively, the "Company GROUP"), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that each Executive ever had, now has or shall or may have or assert as of the date of this General Release against any of them, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to each of their Employment Agreements (as defined in the Agreement) or to the Age Discrimination in Employment Act of 1967 ("ADEA), as amended, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, and other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys' fees and costs; provided, however, that nothing herein shall release any member of the Company Group from any of its obligations under the Agreement or any rights to indemnification under any charter or by-laws (or similar documents) of any member of the Company Group or impair the right or ability of the Executive Releasees to enforce the terms thereof. Each Executive further agrees that this General Release and Covenant to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof which is or may be initiated, prosecuted or maintained by the Executive, his heirs or assigns. Notwithstanding the foregoing, each Executive understands and confirms that he is executing this General Release and Covenant Not to Sue voluntarily and knowingly, and this Covenant Not to Sue shall not affect the Executive's right to claim otherwise under ADEA. The Company Group, on its own behalf and on behalf of its assigns, affiliates, subsidiaries, parents, predecessors and successors, and its past and present shareholders, employees, officers, directors, representatives and agents or any of them, does hereby covenant E-8 not to sue or pursue any litigation (or file any charge or otherwise correspond with any Federal, state or local administrative agency) against, and waives, releases and discharges each Executive and his heirs, successors and assigns, descendants, dependents, executors and administrators, past and present, and any of his affiliates and each of them (collectively, the "EXECUTIVE RELEASEES") from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that the Company or any of its subsidiaries ever had, now has or shall or may have or assert as of the date of this General Release against any of them, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to each of their Employment Agreements (as defined in the Agreement), PROVIDED, HOWEVER, that nothing herein shall release the Executive Releasees from any obligations arising out of or related in any way to Executive's obligations under the Agreement or impair the right or ability of the Company to enforce the terms thereof. This General Release shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State. Each of the Executive and the Company acknowledge that they have entered into this General Release knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release. IN WITNESS WHEREOF, the parties hereto have caused this General Release to be executed on this _____ day of __________________, 2002. _______________________________ John A. Bicks ______________________________ Robert H. Drechsler TRIARC RESTAURANT HOLDINGS, LLC By: ____________________________ Name: Title: E-9 EX-2 4 ex2-2_form8k112602.txt EXHIBIT 2.2 EXHIBIT 2.2 ----------- PAUL, WEISS, RIFKIND, WHARTON & GARRISON ALAN W. KORNBERG (AK 0756) JOHN R. ASHMEAD (JA 4756) 1285 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Attorneys for Triarc Companies UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - --------------------------------------x : Chapter 11 : : Case No. 02-10485 (PCB) In re: : Case No. 02-10486 (PCB) : Case No. 02-10488 (PCB) : : (Jointly Administered) ICH CORPORATION, et al., : : : Debtors. : : : - --------------------------------------x FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER SECTION 1129(a) OF THE BANKRUPTCY CODE AND RULE 3020 OF THE BANKRUPTCY RULES CONFIRMING TRIARC COMPANIES, INC.'S THIRD AMENDED JOINT PLAN OF RE- ORGANIZATION UNDER CHAPTER 11 FOR ICH CORPORATION, SYBRA, INC. AND SYBRA OF CONNECTICUT, INC., DATED NOVEMBER 22, 2002 ------------------------------------------------------- RECITALS -------- A. On August 8, 2002, this Court terminated, as to only Triarc Companies, Inc. ("Triarc"), the exclusive periods of ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc. (collectively, the "Debtors"); thereafter, the Debtors and Triarc filed their competing chapter 11 plans (the "Plans") and related disclosure statements (the "Disclosure Statements"). B. Triarc filed its Third Amended Plan Joint Plan of Reorganization for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 22, 2002 (as amended or modified to date, the "Triarc Plan") and the Third Amended Disclosure Statement For Triarc Companies, Inc.'s Third Amended Joint Plan of Reorganization for ICH Corporation, Sybra, Inc. and Sybra of Connecticut, Inc., dated November 15, 2002 (as amended or modified to date, the "Triarc Disclosure Statement"). (1) C. The Debtors filed their Third Amended Joint Plan of Reorganization by ICH Corporation, Sybra, Inc., and Sybra of Connecticut, Inc., dated November 21, 2002 (as amended or modified to date, the "Debtors' Plan") and the Third Amended Disclosure Statement to Accompany Third Amended Joint Plan of Reorganization of ICH Corporation, Sybra, Inc., and Sybra of Connecticut, Inc., dated November 21, 2002 (the "Debtors' Disclosure Statement"). D. On October 24, 2002, this Court entered an order (the "Disclosure Statement and Solicitation Procedures Order") (a) approving the Disclosure Statements, (b) scheduling a hearing on confirmation of the Plans, (c) establishing deadlines and procedures for filing objections to confirmation of the Plans, (d) approving (1) solicitation packages and procedures for distributions, and (2) forms of ballot, (e) establishing procedures for solicitation and for tabulation of votes, and (f) establishing notice and procedures for assuming or rejecting executory contracts and unexpired leases. E. As required by the Disclosure Statement and Solicitation Procedures Order, Triarc and the Debtors, through their noticing agent, Bankruptcy Services, LLC ("BSI") on or about October 25, 2002, timely mailed the Information Packages containing a copy of the Disclosure Statement and Solicitation Procedures Order, the - ------------------ 1 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Triarc Plan (a copy of which is annexed hereto as Exhibit A). Any capitalized term used in the Triarc Plan or in this Confirmation Order that is not defined in the Triarc Plan or in this Confirmation Order, but that is used in title 11 of the United States Code, 11 U.S.C. Sections 101 ET SEQ. (the "Bankruptcy Code"), or in the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), shall have the meaning ascribed to them in the Bankruptcy Code or the Bankruptcy Rules, as the case may be. 2 Confirmation Hearing Notice, the Debtors' Disclosure Statement, the Debtors' Plan, the Triarc Disclosure Statement, the Triarc Plan and the Committee Solicitation Letter, together with all exhibits thereto, to the holders of Claims and Equity Interests and those entitled to be served under Bankruptcy rules 2002 and 3017. An Affidavit of service has been filed with the Court. F. Also on or about October 25, 2002, pursuant to the terms of the Disclosure Statement and Solicitation Procedures Order, the Debtors and Triarc, through their noticing agent, BSI, timely mailed (i) to all holders of Claims in classes entitled to vote to accept or reject the Plan an appropriate form of Ballot and a Ballot return envelope as part of their Information Packages and (ii) to all holders of Claims and Equity Interests not entitled to vote a notice of non-voting status. G. On November 20, 2002, BSI filed the Certification and Transaction of voting attesting to and certifying the method and results of the ballot tabulation for the Class of Claims voting to accept or reject the Debtor's Plan and the Triarc Plan (the "Voting Report"). H. Triarc received five objections to confirmation of its Plan: one from the Creditors Committee (the "Creditors Committee Objection"); one from Wells Fargo, a Secured Lender (the "Wells Fargo Objection"); one from Finova Capital Corporation (the "Finova Objection"), a Secured Lender; one from J. Corman Family Limited Partnership (the "J. Corman Objection"), an unsecured creditor, and one from Bowie, County of Brazos, City of College Station, College Station ISD, County of Denton, City of the Colony, County of Erath, County of Leon, Buffalo ISD, Midland CAD (the "Texas Tax Authority Objection"). The Finova Objection has been resolved as stated on the record at the Confirmation Hearing. The Texas Tax Authority Objection has been consensually resolved in its entirety, as set forth in subparagraph ____ hereof. The Wells Fargo Objection, the Creditors Committee Objection and the J. Corman Objection have been resolved or overruled. 3 I. On November 21, 2002, Triarc filed (i) a memorandum of law (the "Confirmation Memorandum") and (ii) the Declaration of Jon P. May (the "May Declaration"). J. The Confirmation Hearing was held on November 25, 2002 at 11:00 a.m. NOW, THEREFORE, based upon the Court's review of the Confirmation Memorandum, the May Declaration and the Voting Report previously filed with the Court and upon (i) all of the evidence proffered or adduced and arguments of counsel made at the Confirmation Hearing and (ii) the entire record of the chapter 11 cases (the "Chapter 11 Cases"), and after due deliberation thereon and good cause appearing therefor: FINDINGS OF FACT AND CONCLUSIONS OF LAW (2) --------------------------------------- IT IS HEREBY FOUND AND DETERMINED THAT: 1. EXCLUSIVE JURISDICTION; VENUE; CORE PROCEEDING (28 U.S.C. SECTIONS 157, 1334(a), 1408 AND 1409). This Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. Sections 157 and 1334. Venue is proper before the Court pursuant to 28 U.S.C. Sections 1408 and 1409. Confirmation of the Triarc Plan is a core proceeding under 28 U.S.C. Section 157(b)(2), and this Court has exclusive jurisdiction to determine whether the Triarc Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. 2. JUDICIAL NOTICE. This Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence and arguments made, proffered or adduced at the hearings held - -------------------- 2 Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. SEE Fed. R. Bankr. P. 7052. 4 before the Court during the Chapter 11 Cases, including, without limitation, the hearing to consider the adequacy of the Triarc Disclosure Statement. 3. BURDEN OF PROOF. Triarc, as proponent of the Triarc Plan, has the burden of proving the elements of subsections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence. 4. TRANSMITTAL AND MAILING OF MATERIALS; NOTICE. The Information Package was transmitted and served in compliance with the Disclosure Statement and Solicitation Procedures Order and the Bankruptcy Rules, and such transmittal and service were adequate and sufficient. Adequate and sufficient notice of the Confirmation Hearing and the other dates and hearings described in the Disclosure Statement and Solicitation Procedures Order was given in compliance with the Bankruptcy Rules and the Disclosure Statement and Solicitation Procedures Order, and no other or further notice is or shall be required. 5. TRIARC PLAN'S COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE (11 U.S.C. SECTION 1129(a)(1)). As set forth below, the Triarc Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. (i) PROPER CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS (11 U.S.C. SECTIONS 1122, 1123(a)(1)). In addition to Administrative Claims, Fee Claims and Priority Tax Claims, which need not be classified, the Triarc Plan provides for the classification of Claims and Equity Interests into seven (7) separate Classes (with additional subclasses) based upon differences in the legal nature and/or priority of such Claims and Equity Interests. The Claims or Equity Interests placed in each Class are substantially similar to other Claims or Equity Interests, as the case may be, in such Class. Valid business, factual and/or legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Triarc Plan, and, 5 therefore, the Plan does not unfairly discriminate among holders of Claims or Equity Interests. Thus, the Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code. (ii) SPECIFICATION OF UNIMPAIRED CLASSES (11 U.S.C. SECTIONS 1123(a)(2)). Section IV of the Triarc Plan specifies that Classes 1A, 1B, 1C, 3A, 3B, 3C, 6A, 6B, 7B and 7C are not impaired, thereby satisfying section 1123(a)(2) of the Bankruptcy Code. (iii) SPECIFICATION OF TREATMENT OF IMPAIRED CLASSES (11 U.S.C. SECTIONS 1123(a)(3)). Section IV of the Triarc Plan designates Classes 2A, 2B, 2C, 4, 5 and 7A as impaired and specifies the treatment of Claims and Equity Interests in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code. (iv) EQUAL TREATMENT WITHIN CLASSES (11 U.S.C. SECTIONS 1123(a)(4)). The Triarc Plan in Section IV provides for the same treatment by Triarc for each Claim or Equity Interest in a particular Class unless the holder of a particular Claim or Equity Interest in such Class has agreed to a less favorable treatment of its Claim or Equity Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code. (v) IMPLEMENTATION OF THE TRIARC PLAN (11 U.S.C. SECTIONS 1123(a)(5)). The Triarc Plan provides adequate and proper means for implementation of the Triarc Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code. (vi) CHARTER PROVISIONS (11 U.S.C. SECTIONS 1123(a)(6)). Pursuant to Sections VII.B and IX.E of the Triarc Plan, the certificates of incorporation, which were filed with the Court on November 8, 2002 as part of the Plan Supplement, prohibit the issuance of non-voting equity securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code. (vii) SELECTION OF OFFICERS AND DIRECTORS (11 U.S.C. SECTIONS 1123(a)(7)). Section VII.C of the Triarc Plan provides that the Plan Administrator shall serve as the sole officer and sole director of Reorganized ICH. Section VI.D.4 of the Triarc Plan further provides that the Plan Administrator shall be compensated from the 6 ICH Operating Reserve pursuant to the terms of the Plan Administrator Agreement, which was filed with the Court on November 8, 2002 as part of the Plan Supplement. (viii) Section VIII.B of the Triarc Plan provides that the initial board of directors of Reorganized Sybra will consist of four (4) members, and they are as follows: Nelson Peltz, Peter W. May, Michael C. Howe and Jonathan P. May, none of which is currently affiliated with the Debtors. The Board of Directors of Reorganized Sybra will select a Chairman of the Board of Directors at its initial meeting. Article VIII.B of the Triarc Plan further provides that the initial board of directors of Reorganized Sybra Conn. will consist of three (3) members, and they are as follows: Brian Schorr, Kenneth A. Thomas and Curtis S. Gimson, none of which is currently affiliated with the Debtors. The Board of Directors of Reorganized Sybra Conn. will select a Chairman of the Board of Directors at its initial meeting. The Triarc Plan also provides that the Officers of Reorganized Sybra and Sybra Conn. will be disclosed prior to the Confirmation Hearing. The Officers were disclosed on November 15, 2002, as Michael Howe, Chief Executive Officer, David J. Fitnitch, Senior Vice President/Chief Operating Officer, Glen V. Freter, Senior Vice President/Chief Financial Officer and F. Edward Chappell, Senior Vice President/Business Development. John Bicks and Robert Drechsler will continue their employment for one year in titles to be determined. The foregoing provisions of the Triarc Plan for the selection of directors and officers are consistent with the interests of creditors and equity holders and with public policy, thereby satisfying section 1123(a)(7) of the Bankruptcy Code. (ix) RULE 3016(a) OF THE BANKRUPTCY RULES. The Triarc Plan is dated and identifies the entity submitting it, thereby satisfying Rule 3016(a) of the Bankruptcy Rules. 6. TRIARC'S COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE (11 U.S.C. SECTIONS 1129(a)(2)). Triarc has complied with the applicable 7 provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code. Specifically: (i) Triarc is a proper proponent of the Triarc Plan under section 1121(c) of the Bankruptcy Code; (ii) Triarc has complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Court; and (iii) Triarc has complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure Statement and Solicitation Procedures Order transmitting the Confirmation Hearing Notice and the Information Packages and in soliciting and tabulating votes on the Triarc Plan. 7. PLAN PROPOSED IN GOOD FAITH (11 U.S.C. SECTIONS 1129(a)(3)). Triarc has proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. In determining that the Triarc Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases and the formulation of the Triarc Plan. The Triarc Plan clearly has been proposed with the legitimate and honest purposes of reorganizing an continuing Sybra and Sybra Conn. as going concerns, liquidating ICH and providing substantial distributions to the Debtors' respective creditors (100% + to Sybra and Sybra Conn. unsecured creditors; 90% + to ICH unsecured creditors). The Triarc Plan furthers the chapter 11 goals of restructuring the Debtors' obligations and businesses in a manner that makes economic and business sense and maximizes value to the Debtors' estates. 8. PAYMENTS FOR SERVICES OR COSTS AND EXPENSES (11 U.S.C. SECTIONS 1129(a)(4)). Except as otherwise provided or permitted by the Triarc Plan, including, without limitation, pursuant to Sections III.C (governing payment of the reasonable fees and expenses of the Creditors' Committee or other Professionals and X.H (governing payment of the reasonable fees and expenses of Professionals that are incurred by the 8 Reorganized Debtors after entry of this Confirmation Order), any payment made or to be made by the Debtors or Triarc for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Triarc Plan and incident to the Chapter 11 Cases, have been approved by, or are subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code. Section XI of the Triarc Plan provides the Court will retain jurisdiction after the Effective Date to hear and determine all applications for allowance of compensation or reimbursement of expenses of Professionals pursuant to Sections 330, 331 and 503(b) of the Bankruptcy Code or the Triarc Plan. 9. DIRECTORS, OFFICERS AND INSIDERS (11 U.S.C. SECTIONS 1129(a)(5)). The Debtors have complied with section 1129(a)(5) of the Bankruptcy Code. (i) SELECTION OF OFFICERS AND DIRECTORS (11 U.S.C. SECTIONS 1129(a)(5). Section VII.C of the Triarc Plan provides that the Plan Administrator shall serve as the sole officer and sole director of Reorganized ICH. Section VI.D.4 of the Triarc Plan further provides that the Plan Administrator shall be compensated from the ICH Operating Reserve pursuant to the terms of the Plan Administrator Agreement, which was filed with the Court on November 8, 2002 as part of the Plan Supplement. (ii) Section VIII.B of the Triarc Plan provides that the initial board of directors of Reorganized Sybra will consist of four (4) members, and they are as follows: Nelson Peltz, Peter W. May, Michael C. Howe and Jonathan P. May, none of which is currently affiliated with the Debtors. The Board of Directors of Reorganized Sybra will select a Chairman of the Board of Directors at its initial meeting. Section VIII.B of the Triarc Plan further provides that the initial board of directors of Reorganized Sybra Conn. will consist of three (3) members, and they are as follows: Brian Schorr, Kenneth A. Thomas and Curtis S. Gimson, none of which is currently affiliated with the Debtors. The Board of Directors of Reorganized Sybra Conn. will select a Chairman of the Board of Directors at its initial meeting. The Triarc Plan also 9 provides that the Officers of Reorganized Sybra and Sybra Conn. will be disclosed prior to the Confirmation Hearing. The Officers were disclosed on November 15, 2002, as Michael Howe, Chief Executive Officer, David J. Fitnitch, Senior Vice President/Chief Operating Officer, Glen V. Freter, Senior Vice President/Chief Financial Officer and F. Edward Chappell, Senior Vice President/Business Development. John Bicks and Robert Drechsler will continue their employment for one year in titles to be determined. The foregoing provisions of the Triarc Plan for the selection of directors and officers are consistent with the interests of creditors and equity holders and with public policy, thereby satisfying section 1129(a) (5) of the Bankruptcy Code. 10. NO RATE CHANGES (11 U.S.C. SECTIONS 1129(a)(6)). The Debtors' prices are not subject to governmental regulation. Thus, section 1129(a)(6) of the Bankruptcy Code is not applicable in the Chapter 11 Cases. 11. BEST INTERESTS OF CREDITORS TEST (11 U.S.C. SECTIONS 1129(a)(7)). The Triarc Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The evidence proffered or adduced at the Confirmation Hearing, including the proffered testimony, and the affidavit, of Jon P. May, Senior Vice President of Triarc, and the proffered testimony of the Debtors' representative, (i) is persuasive and credible, (ii) has not been controverted by other evidence or challenged, and (iii) establishes that each holder of a Claim or Equity Interest in an impaired Class either (x) has accepted the Triarc Plan or (y) will receive or retain under the Triarc Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date of the Triarc Plan, that is not less than the amount that it would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. 12. ACCEPTANCE BY CERTAIN CLASSES (11 U.S.C. SECTIONS 1129(a)(8)). Each Class of Claims that is impaired under, and entitled to vote on, the Triarc Plan (i.e. Classes 2A, 2B, 2C, 4 and 5) has voted to accept the Triarc Plan in accordance with section 1126(c) of the Bankruptcy Code. Classes 1A, 1B, 1C, 3A, 3B, 3C, 6A, 6B, 7B 10 and 7C are unimpaired under the Triarc Plan and are conclusively presumed to have accepted the Triarc Plan under section 1126(f) of the Bankruptcy Code. Class 7A is not entitled to receive or retain any property under the Triarc Plan, and, therefore, is deemed to have rejected the Triarc Plan pursuant to section 1126(g) of the Bankruptcy Code. Although section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to Class 7A, the Triarc Plan is confirmable because it satisfies section 1129(b) of the Bankruptcy Code with respect to such Class, as found below. 13. TREATMENT OF PRIORITY CLAIMS (11 U.S.C. SECTIONS 1129(a)(9)). The Triarc Plan's treatment of Allowed Administrative Claims, Allowed Other Priority Claims and Allowed Priority Tax Claims satisfies the requirements of sections 1129(a)(9)(A), (B), and (C) of the Bankruptcy Code, respectively. Sections III.A and IV.A of the Triarc Plan provides that, except to the extent that a holder of an Allowed Administrative Claim or Allowed Other Priority Claim agrees otherwise, each Allowed Administrative Claim and Other Priority Claims will be paid in Cash. In the case of Allowed Priority Tax Claims, the Triarc Plan provides, unless the holder of an Allowed Priority Tax Claim agrees otherwise, each holder of an Allowed Priority Tax Claim shall either receive payment in full in Cash or equal annual payments in an aggregate amount equal to such Allowed Priority Tax Claim together with interest at a fixed annual rate equal to the federal statutory rate, over a six-year period from the date of the assessment of such Allowed Priority Tax Claim. 14. ACCEPTANCE OF AT LEAST ONE IMPAIRED CLASS (11 U.S.C. SECTIONS 1129(a)(10)). Five (5) voting impaired Classes under the Triarc Plan (I.E., Classes 2A, 11 2B, 2C, 4 and 5) have voted to accept the Triarc Plan in requisite numbers and amounts without the need to include any acceptance of the Triarc Plan by any insider. 15. FEASIBILITY (11 U.S.C. SECTIONS 1129(a)(11)). As part of an analysis to determine whether the Debtors have the ability to meet their obligations under the Triarc Plan, Triarc prepared projections of the financial performance for Reorganized Sybra and Reorganized Sybra Conn. for 2003, 2004 and 2005. These projections, and the assumptions on which they are based, are included in the Financial Projections attached to the Triarc Disclosure Statement as Exhibit D. Based upon such projections, Triarc believes that the Reorganized Debtors will be able to fulfill all of their obligations under the Triarc Plan and, therefore, that confirmation of the Triarc Plan is not likely to be followed by liquidation or the need for further reorganization of the Debtors. The Triarc Disclosure Statement and the evidence proffered or adduced at the Confirmation Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence or challenged, and (iii) establish that the Triarc Plan is feasible, thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code. 16. PAYMENT OF CERTAIN FEES (11 U.S.C. SECTIONS 1129(a)(12)). All fees payable on or before the Effective Date under 28 U.S.C. ss. 1930 either have been paid or will be paid on the Effective Date pursuant to Section XII.A of the Triarc Plan. Accordingly, the Triarc Plan satisfies section 1129(a)(12) of the Bankruptcy Code. 17. CONTINUATION OF RETIREE BENEFITS (11 U.S.C. SECTIONS 1129(a)(13)). Pursuant to Section IV.D of the Triarc Plan, all retiree benefits will continue at levels established pursuant to section 1114 of the Bankruptcy Code. Thus, the Triarc Plan satisfies section 1129(a)(13) of the Bankruptcy Code. 18. FAIR AND EQUITABLE; NO UNFAIR DISCRIMINATION (11 U.S.C. SECTIONS 1129(b)). Class 7A is a impaired Class that has not accepted the Triarc Plan. This is the only Class that has not accepted, or been deemed to have not accepted, the Triarc Plan. Triarc presented uncontroverted evidence at the Confirmation Hearing that the 12 Triarc Plan does not discriminate unfairly and is fair and equitable with respect to Class 7A, as required by section 1129(b)(1) of the Bankruptcy Code. Thus, although section 1129(a)(8) has not been satisfied with respect to Class 7A, the Triarc Plan is confirmable because the Triarc Plan satisfies section 1129(b) of the Bankruptcy Code with respect to Class 7A. 19. GOOD FAITH SOLICITATION (11 U.S.C. SECTIONS 1125(e)). Based upon the record before the Court, Triarc and the balloting agent, BSI, have solicited votes on the Triarc Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpatory and injunctive provisions set forth in Section X.E of the Triarc Plan. 20. NO OBJECTIONS TO ASSUMED CONTRACTS AND LEASES. No non-Debtor party to any of the executory contracts and unexpired leases pursuant to Section VI of the Triarc Plan has objected to its assumption. 21. ICH HAS CORPORATE AUTHORITY TO EXECUTE THE NEWCO PURCHASE AND FUNDING AGREEMENT. ICH has full corporate power and authority to execute the NewCo Purchase and Funding Agreement and all other documents contemplated thereby, and to consummate the transactions contemplated by the NewCo Purchase and Financing Agreement. No consents or approvals, other than those expressly provided for in the NewCo Purchase and Funding Agreement, are required for ICH to consummate such transactions. 22. ASSET SALE IS IN THE BEST INTERESTS OF DEBTORS' ESTATES AND CREDITORS. Approval of ICH's entry into the NewCo Purchase and Funding Agreement and the sale of the ICH Assets (the "Asset Sale") at this time are in the best interests of the Debtors' estates and their creditors and (i) a good, sufficient, and sound business purpose and justification and (ii) compelling circumstances for the Asset Sale pursuant to section 1123(a)(5)(d) of the Bankruptcy Code have been demonstrated. 13 23. NEWCO PURCHASING AND FUNDING AGREEMENT WAS NEGOTIATED IN GOOD FAITH. The NewCo Purchase and Funding Agreement was proposed and entered into by and between Triarc Restaurant Holdings, LLC ("NewCo") and the Debtors without collusion and in good faith. NewCo is a good faith purchaser under section 363(m) of the Bankruptcy Code and, as such, is entitled to all of the protections afforded thereby. Neither Triarc, NewCo nor the Debtors have engaged in any conduct that would cause or permit the NewCo Purchase and Funding Agreement to be avoided under section 363(n) of the Bankruptcy Code. 24. NEWCO WILL ACT IN GOOD FAITH. In the absence of a stay pending appeal, NewCo will be acting in good faith within the meaning of section 363(m) of the Bankruptcy Code in closing the transactions contemplated by the NewCo Purchase and Funding Agreement at any time after the entry of this Order. 25. NEWCO PURCHASE AND FUNDING AGREEMENT IS THE HIGHEST AND BEST OFFER. The NewCo Purchase and Funding Agreement is the highest and best offer for the ICH Assets and will provide a greater recovery for the Debtors' estates than would be provided by any other practical, available, or offered alternative, including, without limitation, under the Debtors' Plan. 26. FAIR CONSIDERATION. The consideration provided by NewCo for the ICH Assets pursuant to the NewCo Purchase and Funding Agreement constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable non-bankruptcy law. 27. LEGAL, VALID AND EFFECTIVE TRANSFER. The transfer of the ICH Assets to Newco pursuant to the NewCo Purchase and Funding Agreement will be a legal, valid, and effective transfer of the ICH Assets, and vests or will vest NewCo with all right, title, and interest of ICH to the ICH Assets free and clear of mortgages, security interests, conditional sales or other title retention agreements, pledges, liens, claims, judgments, demands, encumbrances (including, without limitation, claims and 14 encumbrances that purport to give to any party a right or option to effect any forfeiture, modification or termination of ICH's or NewCo's interests in the ICH Assets in respect of taxes, easements, restrictions, rights of first refusal, charges or interests of any kind or nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, the "Interests")), with the exception of those Interests expressly assumed in connection with the NewCo Purchase and Funding Agreement, all such non-assumed Interest(s) to attach to the Debtors' interest in the proceeds of the Asset Sale (the "Sale Proceeds") in order of priority as set forth in the Triarc Plan. 28. ICH ASSETS ARE FREE AND CLEAR OF ALL INTERESTS. ICH may sell the ICH Assets free and clear of all Interests because, in each case, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. 29. SATISFACTION OF CONFIRMATION REQUIREMENTS. The Triarc Plan satisfies the requirements for confirmation set forth in subsections 1129(a) and (b) of the Bankruptcy Code. 30. RETENTION OF JURISDICTION. The Court may properly retain jurisdiction over the matters set forth in Section X of the Triarc Plan, the NewCo Purchasing and Funding Agreement and paragraph 67 below. 31. SATISFACTION OF 11 U.S.C. SECTIONS 1129(c). The Triarc Plan satisfies the requirement for confirmation set forth in subsection 1129(c) of the Bankruptcy Code, as, among other things, creditors prefer the Triarc Plan to the Debtors' Plan as evidenced by the Voting Report. 15 DECREES ------- NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED THAT: APPROVAL OF THE TRIARC PLAN --------------------------- 32. CONFIRMATION. The Triarc Plan (a copy of which is annexed hereto as Exhibit A), is approved and confirmed under section 1129 of the Bankruptcy Code. All objections to the Triarc Plan not heretofore withdrawn are overruled in their entirety. 33. PROVISIONS OF THE TRIARC PLAN AND ORDER NON-SEVERABLE AND MUTUALLY DEPENDENT. The provisions of the Triarc Plan and this Confirmation Order, including the findings of fact and conclusions of law set forth herein, are non-severable and mutually dependent. 34. THE TRIARC PLAN CLASSIFICATION CONTROLLING. The classification of Claims and Equity Interests for purposes of the distributions to be made under the Triarc Plan shall be governed solely by the terms of the Triarc Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors' creditors and equity holders in connection with voting on the Triarc Plan (i) were set forth on the Ballots solely for purposes of voting to accept or reject the Triarc Plan, (ii) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims or Equity Interests under the Triarc Plan for distribution purposes, and (iii) shall not be binding on the Debtors, their estates, the Reorganized Debtors or Triarc. 35. BINDING EFFECT. Pursuant to section 1141 of the Bankruptcy Code, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, and except as expressly provided in the Triarc Plan or this Confirmation Order, the provisions of the Triarc Plan (including the exhibits to, and all documents and agreements executed pursuant to, the Triarc Plan) and the Confirmation Order shall be binding on (i) the Debtors, (ii) Reorganized Debtors (iii) all holders of Claims against and Equity 16 Interests in the Debtors, whether or not impaired under the Triarc Plan and whether or not, if impaired, such holders accepted the Triarc Plan, and (iv) each person acquiring property under the Triarc Plan. 36. REVESTING OF ASSETS. Pursuant to Section X.C. of the Triarc Plan, the property of the ICH Estate other than the ICH Assets shall be revested in Reorganized ICH on the Effective Date. The property of the Sybra Estate and the Sybra Conn. Estates shall be revested in Reorganized Sybra and Reorganized Sybra Conn., respectively, on the Effective Date. All of the property of the Reorganized Debtors' Estates shall be revested free and clear of all claims, liens, encumbrances, charges and other interests of creditors and equity security holders. The Reorganized Debtors may operate their businesses free of any restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules or by the Court, subject only to the terms and conditions of the Triarc Plan and this Order. 37. INJUNCTION. Except as otherwise expressly provided in the Triarc Plan, or under any assumed executory contract or unexpired lease or Secured Loan Document, this Confirmation Order, or a separate order of the Court, shall provide, all entities who have held, hold or may hold Claims against or Equity Interests in the Debtors, which arose before or were held as of the Effective Date, are permanently enjoined on, and after the Effective Date, from (a) commencing or continuing, in any manner or in any place, any action or other proceeding of any kind against the Debtors or with respect to such Claim or Equity Interest; (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtors on account of such Claim or Equity Interest; (c) creating, perfecting or enforcing any encumbrance of any kind against the Debtors or against the property of the Debtors on account of any such Claim or Equity Interest and (d) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim 17 or Equity Interest. Such injunction shall extend to successors of the Debtors (including, without limitation, the Reorganized Debtors, the ICH Plan Administrator, Triarc and NewCo) and their respective properties and interests in property. 38. CONTINUATION OF AUTOMATIC STAY. All injunctions or stays provided for in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect through and including the Effective Date. 39. REJECTED AND ASSUMED CONTRACTS AND LEASES. Except as otherwise provided in the Triarc Plan, or in any contract, instrument, release or other agreement or document entered into in connection with the Triarc Plan, (i) each of the executory contracts and unexpired leases on Schedule A to the Triarc Plan are assumed by the Reorganized Debtor party thereto, (ii) each of the executory contracts and unexpired leases on Schedule B to the Triarc Plan are rejected by the Reorganized Debtors, in each case effective on and subject to the occurrence of the Effective Date. The Reorganized Debtors shall have thirty (30) days after the Effective Date to assume or reject any remaining executory contracts, otherwise such remaining executory contracts will be deemed rejected. The Reorganized Debtors, except as otherwise agreed by the parties, will cure any and all undisputed defaults within 60 days of the Effective Date under any executory contract, unexpired lease or employment agreement assumed pursuant to this Plan in accordance with section 365 of the Bankruptcy Code. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors or the Reorganized Debtors' liability with respect thereto, or as may otherwise be agreed to by the parties. This Order shall constitute an order of the Court approving the rejections and assumptions described in Section VI of the Triarc Plan, pursuant to section 365 of the Bankruptcy Code, as of the Effective Date. 18 40. GENERAL AUTHORIZATIONS; PLAN MODIFICATIONS. Pursuant to section 1142(b) of the Bankruptcy Code, (i) the Debtors, (ii) Reorganized Debtors, and (iii) all other necessary parties are authorized and empowered to (x) execute and deliver any instrument, agreement or document and (y) perform any act that is necessary, desirable, or required to comply with the terms and conditions of the Triarc Plan and consummation of the Triarc Plan, and are authorized and empowered, without limitation, to take all actions necessary or appropriate to enter into, implement, and consummate the contracts, instruments, and other agreements or documents created in connection with the Triarc Plan. After entry of this Order, the Reorganized Debtors may amend or modify the Triarc Plan or remedy any defect or omission or reconcile any inconsistency in the Triarc Plan in such a manner as may be necessary to carry out the purpose and intent of the Triarc Plan. Subject to Triarc's right to amend, modify or withdraw the Triarc Plan prior to entry of this Order, any provision of the Triarc Plan that is determined by the Court to cause the Triarc Plan to be not comfortable shall be ineffective without affecting in any way the remaining provisions of the Triarc Plan. 41. PLAN SUPPLEMENT APPROVED. The forms, terms and provisions of each of the Plan Supplement documents (collectively, the "Plan Documents") filed with the Court on November 8, 2002 are hereby approved. The Reorganized Debtors and Triarc are hereby authorized, until the Triarc Plan shall have become effective in accordance with its terms, to make non-material amendments, supplements or modifications to any of the Plan Documents, consistent with the terms of each of the Plan Documents. Each of the Plan Documents shall constitute a legal, valid, binding and authorized obligation of the respective parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by any bankruptcy or insolvency proceeding filed by any party thereto subsequent to the date of the execution of such document). 19 42. ICH PLAN ADMINISTRATOR APPROVED. From and after the Effective Date, Hobart G. Truesdell and Walker, Truesdell, Radick & Associates, Inc. are approved to serve as the ICH Plan Administrator pursuant to the terms of the ICH Plan Administrator Agreement. 43. AUTHORIZATIONS UNDER APPLICABLE LAW. The Debtors are authorized, empowered, and directed pursuant to section 303 of the Delaware General Corporation Law, or such other similar law that may apply in the jurisdiction where such Debtor is incorporated, to take any and all actions necessary or desirable to implement the transactions contemplated by the Triarc Plan and this Order, all without further corporate action or action of the directors or stockholders of the Reorganized Debtors. 44. EXEMPTION FROM TRANSFER TAXES. Pursuant to section 1146(c) of the Bankruptcy Code, any transfer from the Debtors to the Reorganized Debtors or otherwise pursuant to the Triarc Plan shall not be subject to any stamp, real estate transfer, recording or other similar tax or governmental assessment, and this Order shall direct the appropriate state or local governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment. 45. BAR DATE FOR ADMINISTRATIVE CLAIMS. Except as otherwise ordered by this Court, all holders of asserted Administrative Claims shall submit proofs of Claim on or before the 30th day after the Confirmation Date (the "Administrative Claims Bar Date") or be forever barred from doing so. The Reorganized Debtors shall have 30 days (or such longer period as may be allowed by order of this Court) following the Administrative Claims Bar Date to review and object to such Administrative Claims and serve such objections upon the holders of such Administrative Claims. The following persons or entities need not file a proof of Administrative Claim: 20 (i) any person who, or entity which, has already filed a proof of Administrative Claim against the Debtors with the Clerk of the Court; (ii) any holder of a Claim for compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 327, 328, 330, 331, or 503(b) of the Bankruptcy Code; and (iii) any holder of an Administrative Claim that has heretofore been deemed Allowed under the Triarc Plan or been Allowed by order of the Court. 46. PROFESSIONAL COMPENSATION AND REIMBURSEMENT CLAIMS. As provided in Section III.C of the Triarc Plan, all entities requesting compensation or reimbursement Fee Claims pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered to the Debtors prior to the Effective Date shall file and serve on the Reorganized Debtors counsel to the Reorganized Debtors, the ICH Plan Administrator and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Court, an application for final allowance of compensation and reimbursement of expenses no later than thirty (30) days after the Effective Date. Objections to any Fee Claims must be filed and served on the Reorganized Debtors and counsel for the Reorganized Debtors and the requesting Party by thirty (30) days (or such longer period as may be allowed by order of the Court) after the date an application for final allowance of such Fee Claim was served. 47. OBJECTIONS TO AND RESOLUTION OF CLAIMS AND EQUITY INTERESTS. Except as otherwise provided in the Triarc Plan, Reorganized ICH, Reorganized Sybra Conn. and Reorganized Sybra, as applicable, shall have the exclusive right to make and file objections to Claims subsequent to the Confirmation Date. Except as provided in the Triarc Plan, all objections shall be litigated to a Final Order. Unless otherwise ordered by the Court, all such objections shall be filed and served upon holders of the Claim of Equity Interest objected to as soon as practicable, but in no event later than 60 days after the Effective Date (or such later date as may be approved by the Court.) The time frame 21 in which the Reorganized Debtors can object to Administrative Clams shall be governed by paragraph 45 above. APPROVAL OF THE NEWCO PURCHASE AND FUNDING AGREEMENT ---------------------------------------------------- 48. APPROVAL OF THE NEWCO PURCHASE AND FUNDING AGREEMENT. The Purchase and Funding Agreement, and all of the transactions contemplated thereby be, and hereby are, approved in all respects. 49. DEBTORS AND AUTHORIZED TO CONSUMMATE THE ASSET SALE. Pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, the Debtors are authorized and directed to consummate the Asset Sale, pursuant to and in accordance with the terms and conditions of the NewCo Purchase and Funding Agreement and the instruments and agreements contemplated thereby. 50. AUTHORITY TO DELIVER AND PERFORM UNDER THE NEWCO PURCHASE AND FUNDING AGREEMENT. ICH is authorized and directed to execute and deliver, and empowered to perform under, consummate and implement, the NewCo Purchase and Funding Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the NewCo Purchase and Funding Agreement, and to take all further actions as may reasonably be requested by NewCo for the purpose of assigning, transferring, granting, conveying and conferring to NewCo, or reducing to possession, the ICH Assets, or as may be necessary or appropriate, to the performance of the obligations as contemplated by the NewCo Purchase and Funding Agreement. 51. TRANSFER OF ICH ASSETS IS FREE AND CLEAR. Pursuant to sections 105(a) and 1123(a)(5)(D) of the Bankruptcy Code, the ICH Assets shall be transferred to NewCo, and upon consummation of the NewCo Purchase and Funding Agreement, shall be, free and clear of (a) all Interests (as defined in Paragraph 12 above), and (b) all debts 22 arising under, relating to, or in connection with any acts of ICH, claims (as that term is defined in section 101(5) of the Bankruptcy Code), obligations, demands, guaranties, options, rights, contractual commitments, restrictions, interest and matters of any kind and nature, whether arising prior to or subsequent to the commencement of the Chapter 11 cases, and whether imposed by agreement, understanding, law, equity or otherwise (including, without limitation, claims and encumbrances (i) that purport to give to any party a right or option to effect any forfeiture, modification, right of first refusal, or termination of any of ICH's or NewCo's interests in the ICH Assets, or any similar rights, or (ii) in respect of taxes) (collectively, "Claims"), with the exception of those Claims and Interests expressly assumed in connection with the NewCo Purchase and Funding Agreement, with all such non-assumed Interests and Claims to attach to ICH's interest in the proceeds of the Asset Sale in the order of their priority, with the same validity, force and effect which they now have as against the ICH Assets, subject to any claims and defenses ICH may possess with respect thereto. 52. HOLDERS OF CLAIMS AND INTERESTS ARE ENJOINED. Except as expressly permitted by the NewCo Purchase and Funding Agreement, all persons and entities holding Interests or Claims of any kind and nature with respect to the ICH Assets are hereby enjoined from asserting, prosecuting or otherwise pursuing such Interests and Claims of any kind and nature against NewCo, its successors or assigns, or the ICH Assets. 53. CONSIDERATION FOR ICH ASSETS CONSTITUTES REASONABLY EQUIVALENT VALUE. The consideration provided by NewCo for the ICH Assets under the NewCo Purchase and Funding Agreement shall be deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory, possession, or the District of Columbia. 54. CONSIDERATION FOR ICH ASSETS IS FAIR AND REASONABLE. The consideration provided by NewCo for the ICH Assets under the NewCo Purchase and 23 Funding Agreement is fair and reasonable and may not be avoided under section 363(n) of the Bankruptcy Code. 55. TRANSFER TITLE IN ICH ASSETS TO NEWCO. On the Effective Date, this Order will be construed and shall constitute for any and all purposes a full and complete general assignment, conveyance and transfer of the ICH Assets or a bill of sale transferring good and marketable title in such ICH Assets to NewCo. Each and every federal, state, and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the NewCo Purchase and Funding Agreement. 56. CREDITORS ARE AUTHORIZED AND DIRECTED TO RELEASE INTERESTS OR CLAIMS. On the Effective Date, each of the Debtors' creditors is authorized and directed to execute such documents and take all other actions as may be necessary to release its Interests in or Claims against the ICH Assets, if any, as may have been recorded or may otherwise exist. 57. INTERESTS AND CLAIMS HAVE BEEN RELEASED. This Order (a) is and shall be effective as a determination that, subject to those Claims and Interests expressly assumed in connection with the NewCo Purchase and Funding Agreement, on the Effective Date, all Interests and Claims of any kind or nature whatsoever existing as to ICH or the ICH Assets prior to the Effective Date have been unconditionally released, discharged and terminated, and that the conveyances described herein have been effected, and (b) shall be binding upon and shall govern the acts of all entities, including without limitation all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or 24 instruments, or who may be required to report or insure any title or state of title in or to any of the ICH Assets. 58. AUTHORITY TO FILE RELEASES. If any person or entity that has filed financing statements, mortgages, mechanic's liens, LIS PENDENS, or other documents or agreements evidencing Claims against or Interests in the ICH Assets shall not have delivered to ICH prior to the Effective Date, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, and/or releases of all Claims or Interests which such person or entity has with respect to the ICH Assets, ICH is hereby authorized and directed to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the ICH Assets. 59. SURRENDER POSSESSION OF ICH ASSETS. All entities who are presently, or on the Effective Date may be, in possession of some or all of the ICH Assets are hereby directed to surrender possession of the ICH Assets to NewCo on the Effective Date. 60. ICH ASSETS ARE FREE AND CLEAR OF ALL CLAIMS AND INTERESTS. The sale, transfer, assignment and delivery of the ICH Assets shall not be subject to any Interests or Claims, and Interests or Claims of any kind or nature whatsoever shall remain with, and continue to be obligations of, ICH. All persons holding Interests in or Claims against ICH or the ICH Assets of any kind or nature whatsoever shall be, and hereby are, forever barred, estopped, and permanently enjoined from asserting, prosecuting, or otherwise pursuing such Interests or Claims of any kind or nature whatsoever against NewCo, its property, its successors and assigns, its affiliates or ICH Assets, with respect to any Interest or Claims of any kind or nature whatsoever such person or entity had, has, or may have against or in ICH, its estate, or the ICH Assets. Following the Effective Date, no holder of an Interest in or Claim against ICH shall interfere with NewCo's title to use and enjoyment of the ICH Assets based on or related to such Interests or Claims 25 and all such Claims and Interests, if any, shall be and hereby are channeled, transferred and attached solely and exclusively to the distributions provided to ICH creditors under the Triarc Plan. All persons who hold any interests in ICH are forever barred, estopped and permanently enjoined from asserting or prosecuting any claims or causes of action against ICH or its affiliates, or any of their respective officers, directors, employees, attorneys or advisors, arising out of or in connection with the Asset Sale. 61. TRANSACTION UNDERTAKEN IN GOOD FAITH. Upon the granting of this Order by this Court, with respect to the NewCo Purchase and Funding Agreement, Triarc and NewCo shall be entitled to the protection of section 363(m) of the Bankruptcy Code. The transactions contemplated by the NewCo Purchase and Funding Agreement are undertaken by NewCo in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and, accordingly, the reversal or modification on appeal of this Order and the authorization to consummate the transactions provided herein shall not affect the validity of any transfer under the NewCo Purchase and Funding Agreement and this Order to NewCo, unless such transfer is duly stayed pending such appeal. 62. BINDING EFFECT OF THE PURCHASE AND FUNDING AGREEMENT. The terms and provisions of the NewCo Purchase and Funding Agreement and this Order shall be binding in all respects upon, and shall insure to the benefit of, the Debtors, their estates, and their creditors and interest holders, Triarc, NewCo and their respective affiliates, successors and assigns, and any affected third parties including, but not limited to, all persons asserting a Claim against or Interest in the ICH Assets to be sold to NewCo pursuant to the NewCo Purchase and Funding Agreement, notwithstanding any subsequent appointment of any trustee for the Debtors under any chapter of the Bankruptcy Code, as to which trustee such terms and provisions likewise shall be binding in all respects. 63. REFERENCES TO NEWCO PURCHASE AND FUNDING AGREEMENT PROVISIONS. The failure specifically to include or to reference any particular provision of 26 the NewCo Purchase and Funding Agreement in this Order shall not diminish or impair the effectiveness of such provision. 64. Modifications to the NewCo Purchase and Funding Agreement. The NewCo Purchase and Funding Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by the parties thereto, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement is not material. GENERAL PROVISIONS ------------------ 65. PAYMENT OF FEES. All fees payable by the Debtors on or before the Effective Date pursuant to 28 U.S.C. ss. 1930 shall be paid by the Debtors on or before the Effective Date and all such fees payable thereafter shall be paid by the Reorganized Debtors. 66. FAILURE TO CONSUMMATE PLAN. In accordance with Section X.D of the Triarc Plan, if the Effective Date does not occur on or before sixty (60) days after the Confirmation Date, upon notification submitted by Triarc to this Court: (i) this Confirmation Order shall be vacated, (ii) no distributions under the Triarc Plan shall be made, (iii) the Debtors and all holders of Claims and Equity Interests shall be restored to the STATUS QUO ANTE as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred, and (iv) the Debtors' obligations with respect to the Claims and Equity Interests shall remain unchanged and nothing contained in the Triarc Plan shall constitute or be deemed a waiver or release of any Claims or Equity Interests by or against the Debtors or any other person or to prejudice in any manner the rights of the Debtors or any person in any further proceedings involving the Debtors. 67. RETENTION OF JURISDICTION. This Court shall have exclusive jurisdiction of all matters arising out of, or related to, the Chapter 11 Cases, the Triarc 27 Plan and the NewCo Purchase and Funding Agreement, all amendments thereto, pursuant to, and for the purposes of, section 105(a) and section 1142 of the Bankruptcy Code and for, among other things, the following purposes: (i) to hear and determine applications for the assumption or rejection of executory contracts or unexpired leases pending on the Confirmation Date, and the allowance of Claims resulting therefrom; (ii) to determine any other applications, adversary proceedings, and contested matters pending on the Effective Date; (iii) to ensure that distributions to holders of Allowed Claims are accomplished as provided in the Triarc Plan; (iv) to resolve disputes as to the ownership of any Claim or Equity Interest; (v) to hear and determine timely objections to Administrative Claims, Claims and Equity Interests; (vi) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (vii) to issue such orders as are necessary in aid of execution of the Triarc Plan, to the extent authorized by section 1142 of the Bankruptcy Code; (viii) to consider any modifications of the Triarc Plan, to cure any defect or omission, or to reconcile any inconsistency in any order of the Court, including, without limitation, this Order; (ix) to hear and determine all applications for compensation and reimbursement of expenses of Professionals under sections 330, 331, and 503(b) of the Bankruptcy Code; (x) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Triarc Plan; 28 (xi) to hear and determine any issue for which the Triarc Plan requires a Final Order of the Court; (xii) to hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code; (xiii) to hear any other matter not inconsistent with the Bankruptcy Code; (xiv) to hear and determine disputes arising in connection with compensation and reimbursement of expenses of Professionals for services rendered during the period commencing on the Confirmation Date through and including the Effective Date; (xv) to hear and determine all avoidance actions commenced by Reorganized Derby pursuant to sections 544, 545, 547, 548, 549 and 553 of the Bankruptcy Code; (xvi) to enter a final decree closing the Chapter 11 Cases. 68. ACCEPTANCE AND EXECUTION OF PLAN SUPPLEMENT. Each and every federal, state and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Triarc Plan and the Plan Documents including, without limitation, documents and instruments for recording in county and state offices where any Plan Document may need to be filed in order to effectuate the Triarc Plan. 69. NOTICE OF ENTRY OF CONFIRMATION ORDER; NOTICE OF ADMINISTRATIVE CLAIMS BAR DATE. On or before the tenth (10th) Business Day following the date of entry of this Confirmation Order, the Reorganized Debtors shall serve notice of entry of this Confirmation Order (which notice shall include notice of the Administrative Claims Bar Date) pursuant to Rules 2002(f)(7), 2002(k) and 3020(c) of the Bankruptcy Rules on all creditors, the United States Trustee and other parties in interest, by causing a notice of entry of the Confirmation Order and the Administrative Claims Bar Date in substantially 29 the form of the notice annexed hereto as Exhibit B, which form is hereby approved (the "Notice of Confirmation and Administrative Claims Bar Date"), to be delivered to such parties by first class mail, postage prepaid; PROVIDED, HOWEVER, that notice need not be given or served under the Bankruptcy Code, the Bankruptcy Rules, or this Confirmation Order to any person to whom the Debtors mailed a notice of the Confirmation Hearing but received such notice returned marked "undeliverable as addressed," "moved - left no forwarding address" or "forwarding order expired," or similar marking, unless the Debtors have been informed in writing by such person of that person's correct address. 70. REFERENCES TO TRIARC PLAN PROVISIONS. The failure specifically to include or reference any particular provision of the Triarc Plan in this Confirmation Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Triarc Plan be confirmed in its entirety. 71. CONFIRMATION ORDER CONTROLLING. If there is any direct conflict between the Triarc Plan and this Order, the terms of this Order shall control. 72. EXCULPATION AND CODE OF PROFESSIONAL RESPONSIBILITY. The exculpation provided for herein shall not limit any professional's liability to its client contrary to the requirements of DR 6-102 of the Code of Professional Responsibility, as applicable. 73. REVERSAL. If any or all of the provisions of this Order are hereafter reversed, modified or vacated by subsequent order of this Court or any other court, such reversal, modification or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Triarc Plan prior to Triarc's receipt of written notice of any such order. Notwithstanding any such reversal, modification, or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall be governed in all respects by the provisions of this Order and the Triarc Plan and all Plan Documents or any amendments or modifications thereto. 30 74. APPLICABLE NON-BANKRUPTCY LAW. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of this Order, the Triarc Plan, and the Plan Documents shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law. 31 75. Notwithstanding Bankruptcy Rule 7062, this Order shall be effective and enforceable immediately upon entry. Dated: New York, New York November __, 2002 ______________________________________ HONORABLE PRUDENCE BEATTY CARTER UNITED STATES BANKRUPTCY JUDGE 32 EXHIBIT A THE THIRD AMENDED PLAN WAS FILED ON NOVEMBER 22, 2002 EXHIBIT B SOUTHERN DISTRICT OF NEW YORK - --------------------------------------x : Chapter 11 : : Case No. 02-10485 (PCB) In re: : Case No. 02-10486 (PCB) : Case No. 02-10488 (PCB) : : (Jointly Administered) ICH CORPORATION, et al., : : : Debtors. : : : - --------------------------------------x NOTICE OF (A) ENTRY OF ORDER CONFIRMING TRIARC COMPANIES, INC.'S THIRD AMENDED JOINT PLAN OF REORGANIZATION FOR ICH CORPORATION, SYBRA, INC AND SYBRA OF CONNECTICUT, INC. DATED NOVEMBER 22, 2002 AND (B) ADMINISTRATIVE CLAIMS BAR DATE TO ALL CREDITORS, EQUITY INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST OF THE ICH CORPORATION, SYBRA, INC. AND SYBRA OF CONNECTICUT, INC.: PLEASE TAKE NOTICE that on November 25, 2002 (the "Confirmation Date"), the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") entered Findings of Fact, Conclusions of Law, and Order (the "Confirmation Order") under Section 1129(a) of the Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming Triarc Companies, Inc.'s ("Triarc") Third Amended Joint Plan of Reorganization for ICH Corporation, Sybra, Inc., and Sybra of Connecticut, Inc.(collectively, the "Debtors") dated November 22, 2002 (the "Plan") (unless otherwise defined, capitalized terms used in this notice shall have the meanings ascribed to them in the Plan). PLEASE TAKE FURTHER NOTICE that, pursuant to section 1141(a) of the Bankruptcy Code, the provisions of the Plan (including the exhibits to, and all documents and agreements executed pursuant to, the Plan) and the Confirmation Order shall bind (i) the Debtors and their estates, (ii) the Reorganized Debtors, (iii) all holders of claims against and equity interests in the Debtors, whether or not impaired under the Plan and whether or not, if impaired, such holders accepted the Plan or received or retained any property under the Plan and (iv) each person acquiring property under the Plan. PLEASE TAKE FURTHER NOTICE that, other than executory contracts and unexpired leases which (x) were the subject of a motion to reject pending on the Confirmation Date, (y) were previously assumed or rejected by the Debtors, or (z) have expired or terminated pursuant to their own terms during the pendency of the Chapter 11 Cases, the Reorganized Debtors shall have thirty (30) days after the Effective Date to assume any remaining executory contracts, otherwise such remaining executory contracts will be deemed rejected, pursuant to the Plan. The Reorganized Debtors, except as otherwise agreed by the parties, will cure any and all undisputed defaults within 60 days of the Effective Date under any executory contract or unexpired lease or employment agreement assumed pursuant to the Plan in accordance with section 365 of the Bankruptcy Code. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors' or the Reorganized Debtors' liability with respect thereto, or as may otherwise be agreed to by the parties. PLEASE TAKE FURTHER NOTICE that any party in interest wishing to obtain a copy of the Confirmation Order may request such copy at its own expense by contacting John R. Ashmead, Paul, Weiss, Rikfind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064, (212) 373-3000. Copies of the Confirmation Order may also be reviewed during regular business hours at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004 or at https://ecf.nysb.uscourts.gov/. ADMINISTRATIVE CLAIMS BAR DATE ------------------------------ PLEASE TAKE FURTHER NOTICE that, except as otherwise ordered by the Bankruptcy Court, all holders of Administrative Claims, which are claims arising on or after February 5, 2002 that constitute a cost or expense of administration of the Debtors' Chapter 11 Cases allowed under sections 503(b) and 507(a)(1) of the Bankruptcy Code, or as otherwise defined in the Plan, shall submit an Administrative Proof of Claim on or before the 30th day after the Confirmation Date, [January 10, 2003] (the "Administrative Claims Bar Date") or be forever barred from doing so. The Debtors shall have 30 days (or such longer period as may be allowed by order of the Bankruptcy Court) following the Administrative Claims Bar Date to review and object to such Administrative Claims and serve such objections upon the holders of such Administrative Claims. The following persons or entities need not file a proof of Administrative Claim: (i) any person who, or entity which, has already filed a proof of Administrative Claim against the Debtors with the Clerk of the Bankruptcy Court; (ii) any holder of a Claim for compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code; (iii) any holder of an Administrative Claim that has heretofore been deemed Allowed under the Plan or been Allowed by order of the Bankruptcy Court; and 35 (iv) Claims by employees for accrued wages, salaries, medical insurance, sick pay, sick leave, long-term disability, vacation benefits, and other employee benefits earned in the ordinary course of the Debtors' businesses. PLEASE TAKE FURTHER NOTICE that all holders of Administrative Claims must send their Administrative Proofs of Claim to the Debtors' agent, Bankruptcy Services LLC, if by mail, to P.O. Box 5014, FDR Station, New York, New York 10150-5014, or if by hand or overnight delivery, to Heron Tower, 70 East 55th Street, 6th Floor, New York, New York 10022. Administrative Proofs of Claim can also be hand delivered to: Office of the Clerk of the Bankruptcy Court, Southern District of New York, One Bowling Green, New York, New York 10004-1408. Administrative Proofs of Claim must be received no later than 5:00 p.m. eastern standard time on the Administrative Claims Bar Date. Dated: New York, New York BY ORDER OF THE BANKRUPTCY COURT November 25, 2002 Prudence Carter Beatty, United States Bankruptcy Judge PAUL, WEISS, RIFKIND, WHARTON & GARRISON Alan W. Kornberg (AWK/0756) John R. Ashmead (JRA/4756) 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 Attorneys for Triarc Companies, Inc., 36 EX-99 5 ex99-1_form8k112602.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE CONTACT: ANNE A. TARBELL TRIARC COMPANIES, INC. 212/451-3030 WWW.TRIARC.COM TRIARC TO ACQUIRE SYBRA, INC. NEW YORK, NY, NOVEMBER 26, 2002 - Triarc Companies, Inc. (NYSE: TRY) announced today the United States Bankruptcy Court for the Southern District of New York has confirmed Triarc's plan of reorganization pursuant to which Triarc will acquire Sybra, Inc., the second largest franchisee of the Arby's(R) brand. The acquisition is expected to close in the fourth quarter of 2002. Sybra, Inc., a subsidiary of I.C.H. Corporation, and currently in Chapter 11, owns and operates 239 Arby's restaurants in nine states located primarily in Michigan, Texas, Pennsylvania, New Jersey and Florida. In return for 100% of the equity of a reorganized Sybra, Triarc will pay $8 million to ICH's creditors . In addition, Triarc will make a $14.5 million investment in Sybra and Sybra will remain exclusively liable for its long-term debt and capital lease obligations, which aggregated approximately $104 million as of December 31, 2001. Triarc will also make available to, or obtain for, Sybra a $5.0 million standby financing facility for each of three years (up to $15.0 million in the aggregate) to fund any operating shortfalls of Sybra. Commenting on the planned acquisition, Nelson Peltz, Triarc's Chairman and Chief Executive Officer, said: "The Sybra acquisition represents a unique opportunity to own a group of highly profitable Arby's restaurants with a bright future. Sybra also has an excellent operating management team." Peltz added: "We believe that the acquisition of Sybra solidifies Triarc's commitment to the Arby's brand and the Arby's system. We envision the Sybra acquisition as presenting opportunities to strengthen the Arby's brand. We also believe that ownership of these restaurants will increase the value of the Arby's brand and thus enhance Triarc shareholder value." In February 2002, ICH and its principal subsidiaries, including Sybra, each voluntarily filed petitions for reorganization under chapter 11 of the Bankruptcy Code. Sybra has stated that the purpose of the filings was to separate Sybra's Arby's operations from certain ongoing ICH liabilities related to ICH's former ownership of the California-based Lyon's restaurant chain. To date, the filings appear to have helped preserve Sybra's Arby's operations, allowing essentially all of Sybra's restaurants to continue to operate without disruption. Triarc is a holding company and, through its subsidiaries, is the franchisor of Arby's(R) restaurants. # # # Notes To Follow NOTES 1. There can be no assurance that the proposed acquisition of Sybra will be successfully integrated with the operations of Triarc and its subsidiaries, including Arby's, Inc. In addition, there can be no assurance that Triarc will be able to identify and effect any other acquisitions or business combinations or, if completed, that any such acquisitions or business combinations will be successfully integrated with the operations of Triarc and its subsidiaries. 2. The statements in this press release that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of Triarc Companies, Inc. and its subsidiaries (collectively, "Triarc" or the "Company") and statements preceded by, followed by, or that include the words "may," "believes," "expects," "anticipates" or the negation thereof, or similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). All statements which address operating performance, events or developments that are expected or anticipated to occur in the future, including statements relating to revenue growth, earnings per share growth or statements expressing general optimism about future operating results, are forward-looking statements within the meaning of the Reform Act. These forward-looking statements are based on our current expectations, speak only of the date of this press release and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For those statements, we claim the protection of the safe-harbor for forward-looking statements contained in the Reform Act. Many important factors could affect our future results and could cause those results to differ materially from those expressed in the forward-looking statements contained herein. Such factors include, but are not limited to, the following: competition, including pricing pressures; the impact of competitors' new units on sales by franchisees and consumers' perceptions of the relative quality, variety and value of the food products offered; success of operating initiatives; development and operating costs; advertising and promotional efforts; brand awareness; the existence or absence of positive or adverse publicity; market acceptance of new product offerings; new product and concept development by competitors; changing trends in consumer tastes and preferences (including changes resulting from health or safety concerns with respect to the consumption of beef, french fries or other foods) and in spending and demographic patterns; the business and financial viability of key franchisees; availability, location and terms of sites for restaurant development by franchisees; the ability of franchisees to open new restaurants in accordance with their development commitments, including the ability of franchisees to finance restaurant development; the ability to identify, attract and retain potential franchisees with sufficient experience and financial resources to develop and operate Arby's restaurants; changes in business strategy or development plans; quality of the Company's and franchisees' management; availability, terms and deployment of capital; business abilities of the Company's and franchisees' personnel; availability of qualified personnel to the Company and to franchisees; labor and employee benefit costs; availability and cost of raw materials, ingredients and supplies and the potential impact on royalty revenues and franchisees' restaurant level sales that could arise from interruptions in the distribution of supplies of food and other products to franchisees; general economic, business and political conditions in the countries and territories in which franchisees operate; changes in government regulations, including franchising laws, accounting standards, environmental laws and taxation requirements; the costs, uncertainties and other effects of legal, environmental and administrative proceedings; the impact of general economic conditions on consumer spending, including a slower consumer economy and the effects of war or other terrorist activities; adverse weather conditions; and other risks and uncertainties affecting the Company and its subsidiaries detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2001, and in our other current and periodic filings with the Securities and Exchange Commission, all of which are difficult or impossible to predict accurately and many of which are beyond our control. We will not undertake and specifically decline any obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is our policy generally not to make any specific projections as to future earnings, and we do not endorse any projections regarding future performance that may be made by third parties. -----END PRIVACY-ENHANCED MESSAGE-----