Exhibit 4.1
                              TRIARC BEVERAGE GROUP
                             709 Westchester Avenue
                             White Plains, NY 10604


                                          Dated as of April 1, 2000

To the Lenders party to the Credit Agreement referred to below:

        Re:   First Amendment

Ladies and Gentlemen:

        Reference is made to the Amended and Restated Credit Agreement, dated as
of February 25, 1999 (the "Existing Credit  Agreement"),  among Snapple Beverage
Corp.,  a Delaware  corporation  ("Snapple"),  Mistic  Brands,  Inc., a Delaware
corporation  ("Mistic"),  Stewart's  Beverages,  Inc.  (f/k/a Cable Car Beverage
Corporation),  a Delaware corporation  ("Stewart's"),  RC/Arby's Corporation,  a
Delaware  corporation  ("RC/Arby's")  and Royal Crown Company,  Inc., a Delaware
corporation  ("Royal Crown") (Snapple,  Mistic,  Stewart's,  RC/Arby's and Royal
Crown are collectively referred to as the "Borrowers", and each, individually, a
"Borrower"),  the various  financial  institutions  as are or may become parties
thereto  (collectively,  the  "Lenders"),  DLJ  Capital  Funding,  Inc.,  as the
Syndication  Agent,  Morgan Stanley Senior Funding,  Inc., as the  Documentation
Agent, and The Bank of New York, as the Administrative  Agent.  Unless otherwise
defined in this first amendment to the Credit  Agreement (this  "Amendment" and,
together with the Existing Credit Agreement, the "Credit Agreement"), terms used
herein have the meanings provided in the Credit Agreement.

SECTION 1.    AMENDMENT.  We hereby request that the Lenders amend the chart
              in Section 7.2.7 of the Existing Credit in its entirety to read
              as follows:

                 Closing Date
                 Through 1999 Fiscal Year        $9,500,000

                 2000 Fiscal Year                $16,500,000 ($16,000,000 if
                                                 the Arby's Securitization
                                                 Residual Payment has been
                                                 made)

                 2001 Fiscal Year                $10,000,000 ($9,500,000 if
                                                 the Arby's Securitization
                                                 Residual Payment has been
                                                 made)

                 2002 Fiscal Year and each       $11,000,000 ($10,500,000 if
                 Fiscal Year thereafter          the Arby's Securitization
                                                 Residual Payment has been
                                                 made);

SECTION 2.  CONDITIONS TO EFFECTIVENESS.  This Amendment shall become
            effective as of the date first above written (the "Amendment
            Effective Date") upon receipt:

      A.    by the Syndication Agent (or its counsel) of counterparts of this
            Amendment duly executed by the Borrower and the Required Lenders;
            and

      B.    by the Syndication  Agent, for the account of each Lender consenting
            to this Amendment (each a "Consenting  Lender") at or prior to 12:00
            noon on Monday May 15, 2000, a  non-refundable  amendment  fee in an
            amount equal to 0.10% of such Consenting  Lenders' Percentage of the
            Total Exposure Amount.

SECTION 3.  MISCELLANEOUS.

      A.    Loan Document.  This Amendment is a Loan Document executed
            pursuant to the Credit Agreement and shall (unless otherwise
            expressly indicated therein) be construed, administered, and
            applied in accordance with all of the terms and provisions of the
            Credit Agreement.

      B.    Representations and Warranties.   The Borrower hereby represents
            and warrants that, both before and after giving effect to this
            Amendment, the following statements shall be true and correct:

             (i)  the representations and warranties set forth in Article VI of
                  the Credit Agreement (excluding, however, those contained in
                  Section 6.7 of the Credit Agreement) and in each other Loan
                  Document shall be true and correct in all material respects
                  with the same effect as if made on the Amendment Effective
                  Date (unless stated to relate solely to an earlier date, in
                  which case such representations and warranties shall be
                  true and correct in all material respects as of such
                  earlier date);

            (ii)  except as disclosed by the Borrowers to the Agents and the
                  Lenders pursuant to Section 6.7(i) of the Credit Agreement,
                  no labor controversy, litigation, arbitration, action or
                  governmental investigation or proceeding shall be pending
                  or, to the knowledge of any Borrower, overtly threatened
                  against any Borrower or any of its Subsidiaries, or any of
                  their respective properties, which could reasonably be
                  expected to have a Material Adverse Effect, and (y) no
                  development shall have occurred in any labor controversy,
                  litigation, arbitration, action or governmental
                  investigation or proceeding disclosed pursuant to
                  Section 6.7 of the Credit Agreement which could reasonably
                  be expected to have a Material Adverse Effect;

           (iii)  the sum of (x) the aggregate  outstanding  principal amount of
                  all Revolving Loans and Swing Line Loans and (y) the Letter of
                  Credit   Outstandings  does  not  exceed  the  lesser  of  the
                  Revolving Loan  Commitment  Amount (as currently in effect) or
                  the currently existing Borrowing Base Amount; and

            (iv)  no Default has occurred and is continuing,  and no Borrower or
                  any other  Material  Obligor is in material  violation  of any
                  material  law or  governmental  regulation  or court  order or
                  decree.

      C.   Miscellaneous.  Except as expressly modified hereby, the Existing
           Credit Agreement shall remain unmodified and shall be in full
           force and effect in accordance with its terms, and this Amendment
           shall be limited to the express provisions modified hereby and to
           this occasion alone.  No modification by the any Agent or any
           Lender hereunder shall be applicable to subsequent transactions.
           No modification hereunder shall require any similar or dissimilar
           modification hereafter to be granted. This Amendment may be
           executed by facsimile in separate counterparts, each of which
           shall be deemed to be an original and all of which shall
           constitute together but one and the same Amendment and SHALL BE
           GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 4. GRANT OF MODIFICATIONS. If the foregoing constitutes an agreement
           among us, and you are agreeable to granting the  amendment  provided
           for herein on the terms set forth herein, kindly sign a copy of this
           Amendment in the location set forth below.

                                          MISTIC BRANDS, INC.


                                           By: JOHN L. BARNES, JR.
                                             ------------------------
                                             Title: Executive Vice
                                                    President


                                          SNAPPLE BEVERAGE CORP.


                                          By: JOHN L. BARNES, JR.
                                             ------------------------
                                             Title: Executive Vice
                                                    President


                                          STEWART'S BEVERAGE, INC.


                                          By: JOHN L. BARNES, JR.
                                             ------------------------
                                             Title: Executive Vice
                                                    President

                                          RC/ARBY'S CORPORATION


                                          By: JOHN L. BARNES, JR.
                                             ------------------------
                                             Title: Executive Vice
                                                    President


                                          ROYAL CROWN COMPANY, INC.


                                          By: JOHN L. BARNES, JR.
                                             ------------------------
                                             Title: Executive Vice
                                                    President



ACKNOWLEDGED, AGREED
& ACCEPTED:


GALAXY CLO 1999-1
By:   SAI Investment Advisor, Inc.,
      Its Collateral Manager

By: CHRIS OCHS
    ------------------------
    Title: Authorized Agent

FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)


By: RENEE NADLER
    ------------------------
    Title: Managing Director

MORGAN STANLEY SENIOR FUNDING, INC.


By: T. MORGAN EDWARDS II
    ------------------------
    Title: Vice President

KZH HIGHLAND-2 LLC


By: PETER CHIN
    ------------------------
    Title: Authorized Agent

QT LTD.


By: ASHLEY R. HAMILTON
   ------------------------
   Title: Authorized Agent


GLENEAGLES TRADING LLC


By: KELLEY C. WALKER
    ------------------------
    Title: Vice President

PPM SPYGLASS FUNDING TRUST


By: KELLEY C. WALKER
    ------------------------
    Title: Authorized Agent

OLYMPIC FUNDING TRUST, SERIES 1999-1


By: ASHLEY R. HAMILTON
    ------------------------
    Title: Authorized Agent

SRF TRADING, INC.


By: KELLEY C. WALKER
    ------------------------
    Title: Vice President

SRV - HIGHLAND, INC.


By: KELLEY C. WALKER
    ------------------------
    Title: Vice President

WINGED FOOT FUNDING TRUST


By: ASHLEY R. HAMILTON
    ------------------------
    Title: Authorized Agent


OAK MOUNTAIN LIMITED
By:   Alliance Capital Management L.P., as Investment Manager
      Alliance Capital Management Corp., as General Partner


By: JOEL SEREBRANSKY
    ------------------------
    Title: Senior Vice President

SUMMIT BANK


By: THOMAS D. KNOOP
    ------------------------
    Title: Vice President - Director

FIRST UNION NATIONAL BANK


By: CHARLES EDMONSON
    ------------------------
    Title: Assistant Vice President

BLACK DIAMOND CLO, 1999-1 LTD.


By: JOHN H. CULLINANE
    ------------------------
    Title: Director

BLACK DIAMOND INTERNATIONAL FUNDING, LTD.


By: JOHN H. CULLINANE
    ------------------------
    Title: Director

CANADIAN IMPERIAL BANK OF COMMERCE


By: KOREN VOLK
    ------------------------
    Title: Authorized Signatory


CAPTIVA FINANCE LTD.


By: JOHN H. CULLINANE
    ------------------------
    Title: Director

CARLYLE HIGH YIELD PARTNERS, LP


By: LINDA PACE
    ------------------------
    Title: Vice President

CARLYLE HIGH YIELD PARTNERS II, LP


By: LINDA PACE
    ------------------------
    Title: Vice President

ELC (CAYMAN) LTD.


By: E. A. KRATZMAN, III
    ------------------------
    Title: Managing Director, IDM

ELC (CAYMAN) LTD.  1999-II


By: E. A. KRATZMAN, III
    ------------------------
    Title: Managing Director, IDM

ELC (CAYMAN) LTD.  1999-III


By: E. A. KRATZMAN, III
    ------------------------
    Title: Managing Director, IDM


FC CBO LIMITED


By: DAVID WALES
    ------------------------
    Title: Director

FIRST DOMINION FUNDING I


By: ANDREW H. MARSHAK
    ------------------------
    Title: Authorized Signatory

FIRST DOMINION FUNIDNG II


By: ANDREW H. MARSHAK
    ------------------------
    Title: Authorized Signatory

FOOTHILL INCOME TRUST, L.P.
BY:   FIT GP, LLC, its general partner


By: DENNIS R. ASCHEN
    ------------------------
    Title: Managing Member

HARCH CLO I, LTD.


By: MICHAEL E. LEWITT
    ------------------------
    Title: Authorized Signatory

OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD.


By: ANNE M. McCARTHY
    ------------------------
    Title: Authorized Signatory


MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.


By: ANTHONY HEYMAN
    ------------------------
    Title: Authorized Signatory

LONGHORN CDO (CAYMAN) LTD.
By:   Merrill Lynch Asset Management, L.P. as Investment Advisor



By: ANTHONY HEYMAN
    ------------------------
    Title: Authorized Signatory

GREAT POINT CLO 1999-1 LTD
By:   Sankaty Advisors, Inc.  as Collateral Manager

By: DIANE J. EXTER
    ------------------------
    Title: Executive Vice President, Portfolio Manager

SANKATY HIGH YIELD PARTNERS II,  L.P.


By: DIANE J. EXTER
    ------------------------
    Title: Executive Vice President, Portfolio Manager

SENIOR DEBT PORTFOLIO
By:   Boston Management and Research, as Investment Advisor

By: SCOTT H. PAGE
    ------------------------
    Title: Vice President


EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By:   Eaton Vance Management, as Investment Advisor

By: SCOTT H. PAGE
    ------------------------
    Title: Vice President

STEIN ROE & FARNHAM INCORPORATED, AS AGENT
FOR KEYPORT LIFE INSURANCE COMPANY


By: JAMES R. FELLOWS
    ------------------------
    Title: Vice President

STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY


By: JAMES R. FELLOWS
    ------------------------
    Title: Vice President
           Stein Roe & Farnham Incorporated,
           as Advisor to the Stein Roe Floating Rate
           Limited Liability

OSPREY INVESTMENTS PORTFOLIO


By: DANIEL SLOTKIN
    ------------------------
    Title: Vice President

STRATEGIC MANAGED LOAN FUND


By: DANIEL SLOTKIN
    ------------------------
    Title: Vice President