EIGHTH SUPPLEMENTAL INDENTURE dated as of June 11, 1999, among PREMIER
PARKS OPERATIONS INC., a Delaware corporation ("Premier Operations"),
11501 Northeast Expressway, Oklahoma City, Oklahoma 73131, FUNTIME PARKS
MERGER CORP., FUNTIME, INC., WYANDOT LAKE, INC., DARIEN LAKE THEME PARK
AND CAMPING RESORT, INC., D.L. HOLDINGS, INC., TIERCO MARYLAND, INC.,
TIERCO WATER PARK, INC., FRONTIER CITY PROPERTIES, INC., FRONTIER CITY
PARTNERS, LIMITED PARTNERSHIP, STUART AMUSEMENT COMPANY, RIVERSIDE PARK
ENTERPRISES, INC., RIVERSIDE PARK FOOD SERVICES, INC., GREAT ESCAPE THEME
PARK LLC, GREAT ESCAPE LLC, GREAT ESCAPE HOLDING INC., ELITCH GARDENS
L.P., OHIO HOTEL LLC, PREMIER PARKS OF COLORADO INC., PREMIER WATERWORLD
CONCORD INC., PREMIER WATERWORLD SACRAMENTO INC. and KKI, LLC
(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 August 15, 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 Premier Operations' 12% Series A
Senior Notes Due 2003 (the "Securities");
WHEREAS there are now outstanding under the Indenture Securities in the
aggregate principal amount of $90 million;
WHEREAS Section 9.02 of the Indenture provides that Premier Operations,
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 Premier Operations 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
Eighth Supplemental Indenture; and
WHEREAS all things necessary to make this Eighth Supplemental Indenture a
valid agreement, in accordance with its terms, have been done.
NOW THEREFORE, this Eighth 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") Premier Operations 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, Premier Operations, by written notice to the
Trustee, has terminated this Eighth 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, 4.15 and 5.01(iii) and
(iv) of the Original Indentureare 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 Eighth Supplemental
Indenture is an indenture supplemental to and in implementation of the Original
Indenture, and said Original Indenture and this Eighth Supplemental Indenture
shall henceforth be read together.
SECTION 2.02. Confirmation. The Indenture as amended and supplemented by
this Eighth Supplemental Indenture is in all respects confirmed and preserved.
SECTION 2.03. Terms Defined. Capitalized terms used in this Eighth
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
Eighth 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 Eighth Supplemental Indenture.
SECTION 2.06. Counterparts. This Eighth 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 Eighth
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 Eighth Supplemental Indenture shall become
operative as specified in Section 1.01 hereof. Prior to the Payment Date,
Premier Operations may terminate this Eighth Supplemental Indenture upon written
notice to the Trustee (it being understood that Premier Operations 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 Eighth 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 Premier Operations, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Eighth Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Supplemental Indenture to be duly executed, all as of the date first written
above.
PREMIER PARKS OPERATIONS INC.
Attest: By: /s/ James M. Coughlin
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Name: James M. Coughlin
Title: Vice President
FUNTIME PARKS MERGER CORP.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
FUNTIME, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
WYANDOT LAKE, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
DARIEN LAKE THEME PARK AND CAMPING RESORT, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
D.L. HOLDINGS, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
TIERCO MARYLAND, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
TIERCO WATER PARK, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
FRONTIER CITY PROPERTIES, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
FRONTIER CITY PARTNERS, LIMITED PARTNERSHIP
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
STUART AMUSEMENT COMPANY
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
RIVERSIDE PARK ENTERPRISES, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
RIVERSIDE PARK FOOD SERVICES, INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
GREAT ESCAPE THEME PARK LLC
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
GREAT ESCAPE LLC
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
GREAT ESCAPE HOLDING INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
ELITCH GARDENS L.P.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
OHIO HOTEL LLC
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
PREMIER PARKS OF COLORADO INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
PREMIER WATERWORLD CONCORD INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
PREMIER WATERWORLD SACRAMENTO INC.
Attest: By: /s/ James M. Coughlin
------------------------------------
Name: James M. Coughlin
Title: Vice President
KKI, LLC
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/
------------------------------------
Name:
Title: