SECOND SUPPLEMENTAL INDENTURE dated as of June 11, 1999, among SIX FLAGS
THEME PARKS INC., a Delaware corporation ("Six Flags"), 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131, SIX FLAGS OVER GEORGIA, INC.,
SIX FLAGS OVER TEXAS, INC., S. F. PARTNERSHIP, FIESTA TEXAS, INC., SFTP
SAN ANTONIO II, INC. and SAN ANTONIO THEME PARK, L.P. (collectively, the
"Note Guarantors"), and UNITED STATES TRUST COMPANY OF NEW YORK, AS
TRUSTEE ("Trustee").
WHEREAS there has heretofore been executed and delivered to the Trustee an
Indenture dated as of June 23, 1995 (the "Original Indenture" and, as may be
amended or supplemented from time to time by one or more indentures supplemental
thereto entered into pursuant to the applicable provisions thereof, the
"Indenture"), providing for the issuance of Six Flags' 12 1/4% Senior
Subordinated Discount Notes Due 2005 and Six Flags' 12 1/4% Series A Senior
Subordinated Discount Notes Due 2005 (collectively, the "Securities");
WHEREAS there are now outstanding under the Indenture Securities in the
aggregate principal amount of $285 million;
WHEREAS Section 9.02 of the Indenture provides that Six Flags, the Note
Guarantors and the Trustee may amend the Indenture with the written consent of
the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding;
WHEREAS Six Flags desires to amend certain provisions of the Indenture, as
set forth in Article I hereof;
WHEREAS the Holders of at least a majority in aggregate principal amount
of the Securities outstanding have consented to the amendments effected by this
Second Supplemental Indenture; and
WHEREAS all things necessary to make this Second Supplemental Indenture a
valid agreement, in accordance with its terms, have been done.
NOW THEREFORE, this Second Supplemental Indenture witnesseth that, for and
in consideration of the premises, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
SECTION 1.01. Amendments to Articles Four and Five. Effective upon the
date (the "Payment Date") Six Flags accepts for purchase and pays for all
Securities validly tendered pursuant to the Offer to Purchase and Consent
Solicitation Statement and accompanying Consent and Letter of Transmittal dated
as of May 27, 1999, and any amendments, modifications or supplements thereto,
unless, prior to that time, Six Flags, by written notice to the Trustee, has
terminated this Second Supplemental Indenture, Sections 4.02, 4.03, 4.04, 4.05,
4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14 and 5.01(iii) and (iv) of the Original
Indenture are hereby amended by deleting all such sections (or, in the case of
Section 4.02, amending it in its entirety) and all references thereto in their
entirety, including without limitation all references, direct or indirect,
thereto in Section 6.01, "Events of Default."
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Instruments To Be Read Together. This Second Supplemental
Indenture is an indenture supplemental to and in implementation of the Original
Indenture, and said Original Indenture and this Second Supplemental Indenture
shall henceforth be read together.
SECTION 2.02. Confirmation. The Indenture as amended and supplemented by
this Second Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.03. Terms Defined. Capitalized terms used in this Second
Supplemental Indenture have been inserted for convenience of reference only, and
are not to be considered a part hereof and shall in no way modify or restrict
any of the terms and provisions hereof.
SECTION 2.04. Headings. The headings of the Articles and Sections of this
Second Supplemental Indenture have been inserted for convenience of reference
only, and are not to be considered a part hereof and shall in no way modify or
restrict any of the terms and provisions hereof.
SECTION 2.05. Governing Law. The laws of the State of New York shall
govern this Second Supplemental Indenture.
SECTION 2.06. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.07. Effectiveness; Termination. The provisions of this Second
Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of Sections 9.02 and
9.06 of the Indenture; provided, that the amendments to the Original Indenture
set forth in Section 1.01 of this Second Supplemental Indenture shall become
operative as specified in Section 1.01 hereof. Prior to the Payment Date, Six
Flags may terminate this Second Supplemental Indenture upon written notice to
the Trustee (it being understood that Six Flags may, subsequent thereto, enter
into a substitute first supplemental indenture).
SECTION 2.08. Acceptance by Trustee. The Trustee accepts the amendments to
the Original Indenture effected by this Second Supplemental Indenture and agrees
to execute the trusts created by the Indenture as hereby amended, but only upon
the terms and conditions set forth in the Indenture.
SECTION 2.09. Responsibility of Trustee. The recitals contained herein
shall be taken as the statements of Six Flags, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Second Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first written
above.
SIX FLAGS THEME PARKS INC.
Attest: By: /s/ James M. Coughlin
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Name: James M. Coughlin
Title: Vice President
SIX FLAGS OVER GEORGIA, INC.
Attest: By: /s/ James M. Coughlin
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Name: James M. Coughlin
Title: Vice President
SIX FLAGS OVER TEXAS, INC.
Attest: By: /s/ James M. Coughlin
-------------------------------------
Name: James M. Coughlin
Title: Vice President
S.F. PARTNERSHIP
Attest: By: /s/ James M. Coughlin
-------------------------------------
Name: James M. Coughlin
Title: Vice President
FIESTA TEXAS, INC.
Attest: By: /s/ James M. Coughlin
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Name: James M. Coughlin
Title: Vice President
SFTP SAN ANTONIO II, INC.
Attest: By: /s/ James M. Coughlin
-------------------------------------
Name: James M. Coughlin
Title: Vice President
SAN ANTONIO THEME PARK, L.P.
By: Six Flags San Antonio, L.P., its general
partner
By: SFTP San Antonio G.P. Inc., its general
partner
Attest: By: /s/ James M. Coughlin
-------------------------------------
Name: James M. Coughlin
Title: Vice President
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
Attest: By: /s/
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Name:
Title: