-----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, GYqyeDTwd4nwBSjDdB7tZZjzA96ER0ODikpUjGUHb/w9KDqyukejGnmnPnBhIgTh U0kQI6KLWnYe2A2t2CU48w== 0001005477-99-003003.txt : 19990630 0001005477-99-003003.hdr.sgml : 19990630 ACCESSION NUMBER: 0001005477-99-003003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19990624 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER PARKS INC CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 736137714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13703 FILM NUMBER: 99654687 BUSINESS ADDRESS: STREET 1: 11501 NE EXPWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73131 BUSINESS PHONE: 4054752500 MAIL ADDRESS: STREET 1: 11501 NORTHEAST EXPWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73131 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) - June 24, 1999 PREMIER PARKS INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13703 13-3995059 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 11501 Northeast Expressway Oklahoma City, Oklahoma 73131 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code - (405) 475-2500 (Former name or former address, if changed since last report): Not Applicable Item 5. Other Events On April 20, 1999, Premier Parks Inc. (the "Registrant") registered $1.0 billion of undesignated securities pursuant to a shelf registration statement on Form S-3 (File No. 333-76595) (the "Registration Statement"). The Registration Statement was declared effective by the Securities and Exchange Commission on May 7, 1999. On May 27, 1999, the Registrant announced that its two primary operating subsidiaries, Premier Parks Operations Inc. ("Premier Operations") and Six Flags Theme Parks Inc. ("SFTP"), had commenced tender offers to purchase up to an aggregate of $375.0 million of their outstanding senior notes. Concurrent with their respective tender offers, Premier Operations and SFTP have obtained consents to the adoption of certain proposed amendments to the indentures governing the tendered notes. On June 11, 1999, Premier Operations, SFTP and the United States Trust Company of New York, as trustee for the indentures governing the tendered notes, executed supplemental indentures effecting such proposed amendments. Upon consummation of the tender offers, the supplemental indentures will eliminate certain restrictive covenants and other provisions contained in such indentures. On June 18, 1999, the Registrant announced that it would finance the tender offers by its subsidiaries with the proceeds from the sale of a new issue of senior notes pursuant to the Registration Statement. On June 25, 1999, the Registrant filed a Prospectus Supplement to the Registration Statement, pursuant to Rule 424(b)(2), with respect to an offering of $430,000,000 principal amount of the Registrant's 9 3/4% Senior Notes due 2007, the proceeds of which would be used to fund the tender offers. The Bank of New York will serve as trustee for the indenture governing these new notes. As a condition to the consummation of the tender offers and the new note offering, each of Premier Operations' and SFTP's credit facilities have been amended to permit such subsidiaries to fund interest payments on the new notes. The Registrant is filing herewith the following exhibits in connection with its offering of the such 9 3/4% Senior Notes pursuant to the Registration Statement. Item 7. Financial Statements and Exhibits (c) Exhibits 1.1 Underwriting Agreement dated June 24, 1999 among the Registrant and the several underwriters with respect to the sale of the Registrant's 9 3/4% Senior Notes due 2007. 5.1 Opinion of Thelen Reid & Priest LLP as to the legality of the 9 3/4% Senior Notes. 23.3 Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1). 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York on Form T-1. 99.1 Second Supplemental Indenture dated as of June 11, 1999, among Six Flags Theme Parks Inc., the subsidiary guarantors thereto and the United States Trust Company of New York, as trustee. 99.2 Eighth Supplemental Indenture dated as of June 11, 1999, among Premier Parks Operations Inc., the subsidiary guarantors thereto and the United States Trust Company of New York, as trustee. 99.3 Amendment No. 2, dated as of May 28, 1999, to the Credit Agreement among Six Flags Theme Parks Inc., Six Flags Entertainment Corporation, S.F. Holdings Inc., certain subsidiaries of Six Flags Theme Parks Inc., The Bank of New York and the lenders named therein. 99.4 Amendment No. 3, dated as of May 28, 1999, to the Credit Agreement among Premier Parks Operations Inc., certain subsidiaries of Premier Parks Operations Inc., The Bank of New York and the lenders named therein. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PREMIER PARKS INC. By: /s/ James M. Coughlin ------------------------------ Name: James M. Coughlin Title: Vice President Exhibit Index Exhibit Description - ------- ----------- 1.1 Underwriting Agreement dated June 24, 1999 among the Registrant and the several underwriters with respect to the sale of the Registrant's 9 3/4% Senior Notes due 2007. 5.1 Opinion of Thelen Reid & Priest LLP as to the legality of the 9 3/4% Senior Notes. 23.3 Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1). 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York on Form T-1. 99.1 Second Supplemental Indenture dated as of June 11, 1999, among Six Flags Theme Parks Inc., the subsidiary guarantors thereto and the United States Trust Company of New York, as trustee. 99.2 Eighth Supplemental Indenture dated as of June 11, 1999, among Premier Parks Operations Inc., the subsidiary guarantors thereto and the United States Trust Company of New York, as trustee. 99.3 Amendment No. 2, dated as of May 28, 1999, to the Credit Agreement among Six Flags Theme Parks Inc., Six Flags Entertainment Corporation, S.F. Holdings Inc., certain subsidiaries of Six Flags Theme Parks Inc., The Bank of New York and the lenders named therein. 99.4 Amendment No. 3, dated as of May 28, 1999, to the Credit Agreement among Premier Parks Operations Inc., certain subsidiaries of Premier Parks Operations Inc., The Bank of New York and the lenders named therein. EX-1.1 2 UNDERWRITING AGREEMENT EXECUTION COPY PREMIER PARKS INC. $430,000,000 9 3/4% Senior Notes due 2007 UNDERWRITING AGREEMENT June 24, 1999 Lehman Brothers Inc. Salomon Smith Barney Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated ING Baring Furman Selz LLC Allen & Company Incorporated BNY Capital Markets, Inc. c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Premier Parks Inc., a Delaware corporation (the "Company"), proposes to sell to the several Underwriters (the "Offering") named on Schedule 1 hereto (the "Underwriters") $430,000,000 9 3/4% Senior Notes due 2007 of the Company (the "Notes"). The Notes are to be issued under an indenture, to be entered into and to be dated as of June 30, 1999 (the "Indenture"), between the Company and The Bank of New York, as Trustee. 1. Representations, Warranties and Agreements of the Company and Certain of the Subsidiaries. The Company, Premier Parks Operations Inc. ("Premier Operations") and Six Flags Theme Parks Inc. ("SFTP") represent, warrant and agree, jointly and severally, that: (a) A registration statement on Form S-3 (file number 333-76595), and amendments thereto, with respect to the Notes has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 2 1933 (the "Securities Act") and the rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and amendments thereto have been delivered by the Company to you as the Underwriters. Upon your written request, but not without your agreement, the Company will also file a Rule 462(b) Registration Statement in accordance with Rule 462(b). As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, the most recent post-effective amendment thereto, if any, or any Rule 462(b) Registration Statement became or becomes effective; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus relating to the Notes filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) or Rule 424(b) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information contained in the final prospectus relating to the Notes filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 5(a) hereof and deemed to be a part of the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations and, in the event any Rule 462(b) Registration Statement becomes effective prior to the First Delivery Date (as defined in Section 4), also means such registration statement as so amended, unless the context otherwise requires; "Prospectus" means such final prospectus, as first filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations; and "Rule 462(b) Registration Statement" means the registration statement and any amendments thereto filed pursuant to Rule 462(b) of the Rules and Regulations relating to the offering covered by the initial Registration Statement (file number 333-76595). Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. (b) The Registration Statement conforms, and the Prospectus, any further amendments or supplements to the Registration Statement or the Prospectus and any Rule 462(b) Registration Statement will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable Effective Time (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 3 statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for inclusion therein. (c) The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The Company and each of the Subsidiaries (as defined in Section 15) which is a corporation have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation; each of the Subsidiaries which is a partnership is validly existing as a limited partnership in good standing under the laws of its jurisdiction of formation; each of the Subsidiaries which is a limited liability company is validly existing as a limited liability company in good standing under the laws of its jurisdiction of formation; the Company and each of the Subsidiaries are duly qualified to do business and are in good standing as foreign entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to so qualify would not have in the aggregate a material adverse effect on the consolidated financial position, stockholders' equity (or partners' equity, as applicable), results of operations, business or prospects of the Company and the Subsidiaries taken as a whole (a "Material Adverse Effect") and have all corporate, partnership or equivalent power and authority, as the case may be, necessary to own or hold their respective properties and to conduct the businesses in which they are engaged; none of the subsidiaries (as defined in Rule 405 of the Rules and Regulations) of the Company (other than the Subsidiaries) is a "significant subsidiary", as such term is defined in Rule 405 of the Rules and Regulations; and the assets, liabilities and operations of such other subsidiaries are immaterial to the assets, liabilities, operations and prospects of the Company and the Subsidiaries taken as a whole. (e) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof contained in the Prospectus. All of the issued shares of capital stock of each Subsidiary which is a corporation have been duly and validly authorized and issued and are fully paid and non-assessable (subject in the case of Subsidiaries organized under foreign law, to such applicable foreign law) and are owned directly or indirectly by the Company, free and clear of all liens, 4 encumbrances, equities or claims except for liens, encumbrances, equities or claims arising under the Credit Facilities (as defined in Section 15), the Co-Venture Parks Agreements (as defined in Section 15) and the subordinated indemnity agreement among the Company and certain of its affiliates, Six Flags Entertainment Corporation ("SFEC") and certain of its affiliates and Time Warner Inc. and certain of its affiliates dated April 1, 1998 (the "Subordinated Indemnity Agreement"). 100% of the partnership interests in the Subsidiaries which are partnerships, except the 99% limited partnership interest in Six Flags Over Georgia II, L.P. (the "Georgia Co-Venture Partnership") indirectly held by investors in Six Flags Fund, Ltd. (L.P.), of which approximately 75% of the units are held by persons who are not affiliated with the Company, and the 99% limited partnership interest in Texas Flags, Ltd. (the "Texas Co-Venture Partnership") indirectly held by investors in Six Flags Fund II, Ltd. (L.P.), of which approximately 65% of the units are held by persons who are not affiliated with the Company, are held directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except for equities or claims under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement. 100% of the limited liability company interests in the Subsidiaries which are limited liability companies are held directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except for equities or claims under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement. (f) This Agreement has been duly authorized, executed and delivered by the Company, Premier Operations and SFTP. (g) The execution, delivery and performance of the Indenture by the Company and of this Agreement by the Company, Premier Operations and SFTP, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws or other constitutive documents of the Company or any of the Subsidiaries or, assuming that all consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state and foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters are obtained, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets except, in each case, breaches, violations or defaults which, in the aggregate, are not reasonably likely to have a Material Adverse Effect; and except for the registration of the Notes under the Securities Act, the qualification of the Indenture under the Trust Indenture Act of 1939 (the "Trust Indenture Act") and such consents, approvals, authorizations, registrations or qualifications as may 5 be required under the Exchange Act and applicable state and foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement by the Company, Premier Operations or SFTP or the Indenture by the Company and the consummation of the transactions contemplated hereby and thereby. (h) Except as disclosed in the Prospectus and as to those rights which have been duly and validly waived, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. (i) The Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than (i) 337,467 shares issued in May 1999 pursuant to the Company's acquisition of all of the membership interests of KKI, LLC on November 7, 1997, (ii) 1,080,000 shares issued in connection with the Company's acquisition of the White Water Atlanta water park and (iii) shares issued pursuant to the Company's employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants, which, in each case, are disclosed in the Prospectus. (j) Neither the Company nor any of the Subsidiaries has sustained, since the date of the latest audited financial statements included in the Prospectus, any loss or interference with its business from fire, explosion, flood, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, except losses or interferences which will not, in the aggregate, have a Material Adverse Effect; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity (or partners' equity, as applicable) or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Prospectus. (k) The historical financial statements (including the related notes and supporting schedules) filed as part of the Registration Statement or included or incorporated by reference in the Prospectus present fairly the financial condition and 6 results of operations of the entities purported to be shown thereby at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles in the United States (or, in the case of Subsidiaries organized under foreign law, generally accepted accounting principles in such applicable foreign jurisdictions) applied on a consistent basis throughout the periods involved, and, in the case of Subsidiaries organized under foreign law, have been reconciled to accounting principles generally accepted in the United States to the extent required by the applicable accounting requirements of the Securities Act and the Rules and Regulations. The pro forma financial statements included in the Prospectus have been prepared on a basis consistent with such historical financial statements, except for the pro forma adjustments specified therein, and comply in all material respects with Regulation S-X under the Securities Act, and the pro forma adjustments have been properly applied to historical amounts in the compilation of such pro forma financial statements. (l) KPMG LLP, who have certified certain financial statements of the Company, and Ernst & Young LLP, who have certified certain financial statements of SFEC, whose reports appear in the Prospectus or are incorporated by reference therein and who have each delivered the respective initial letters referred to in Section 7(g) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations. (m) The Company and each of the Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except for such liens arising under the Credit Facilities or contemplated in Section 1(e) hereof as are described in the Prospectus or such as would not have a Material Adverse Effect; and all real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as would not have a Material Adverse Effect. (n) The Company and each of the Subsidiaries carry, or are covered by insurance in such amounts and covering such risks (including the risk of earthquakes) as the Company has reasonably concluded, based on its experience, is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. (o) The Company and each of the Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of their respective businesses as presently conducted and, with respect to the Amended and Restated License Agreement among certain affiliates of Warner Bros., SFTP and the Company dated February 9, 1998 (the 7 "License Agreement"), as contemplated by the Prospectus, and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others with such exceptions as would not have a Material Adverse Effect. (p) Except as otherwise disclosed in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject which, if determined adversely to the Company or any of the Subsidiaries, might reasonably be expected to have a Material Adverse Effect or are otherwise required to be disclosed in the Prospectus; and to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (q) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied. (r) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations. (s) No relationship, direct or indirect, exists between or among the Company or any Subsidiary on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any Subsidiary on the other hand, which is required to be described or incorporated by reference in the prospectus which is not so described or incorporated by reference. (t) No labor disturbance by the employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent which might be reasonably expected to have a Material Adverse Effect. (u) The Company and each of the Subsidiaries are in compliance in all material respects with all presently and then applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company or any of the Subsidiaries would have any material liability; neither the Company nor any of the Subsidiaries has incurred and neither the Company nor any of the Subsidiaries expects to incur material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and each "pension plan" for which the Company or any of the Subsidiaries would have 8 any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred whether by action or by failure to act, which might reasonably be expected to cause the loss of such qualification. (v) The Company and each of the Subsidiaries are in compliance in all respects with (i) all presently applicable provisions of the Occupational Safety and Health Act of 1970, as amended, including all applicable regulations thereunder and (ii) all presently applicable state and local laws and regulations relating to the safety of its theme park and water park operations, in each case with such exceptions as would not have a Material Adverse Effect. (w) The Company and each of its Subsidiaries have filed all federal, and all material state and local income and franchise tax returns required to be filed through the date hereof other than those filings being contested in good faith. The Company and its Subsidiaries have paid all taxes of which it has notice are due thereon, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without penalty or interest and no tax deficiency has been determined adversely to the Company or any of the Subsidiaries which has had, nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of the Subsidiaries, might be reasonably expected to have, a Material Adverse Effect. (x) Since the date as of which information is given in the Prospectus through the date hereof, and except as may otherwise be disclosed in the Prospectus, the Company has not (i) issued or granted any securities or (ii) declared or paid any dividend on its capital stock, other than the regular dividend, declared on June 15, 1999, payable in respect of the Company's Premium Income Equity Securities, and neither the Company nor any of its Subsidiaries has (i) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business or (ii) entered into any material transaction not in the ordinary course of business. (y) The Company and each of its Subsidiaries (i) make and keep accurate books and records and (ii) maintain internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of their financial statements in conformity with generally accepted accounting principles in the United States (or, in the case of Subsidiaries organized under foreign law, generally accepted accounting principles in such applicable foreign jurisdictions) and to maintain accountability for their assets, (C) access to their assets is permitted only in accordance with management's authorization and (D) the recorded accountability for their assets is compared with existing assets at reasonable intervals. 9 (z) Neither the Company nor any of the Subsidiaries (i) is in violation of its charter or by-laws (or its partnership or operating agreement, as applicable), (ii) is in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation in any respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except, in the case of clauses (ii) and (iii), for defaults, events of default, violations and failures which do not or would not, individually or in the aggregate, have a Material Adverse Effect. (aa) Neither the Company nor any of the Subsidiaries nor, to its knowledge, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries, has used any corporate or partnership funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. (ab) There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company or any of the Subsidiaries (or, to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company or the Subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have, or could not be reasonably likely to have, singularly or in the aggregate with all such violations and remedial actions, a Material Adverse Effect; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any of the Subsidiaries or with respect to which the Company or any of the Subsidiaries have knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have or would not be reasonably likely to have, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms "hazardous wastes", "toxic 10 wastes", "hazardous substances" and "medical wastes" shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection. (ac) Neither the Company nor any Subsidiary is an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder. (ad) The statements set forth in the Prospectus under the captions "Business--Licenses," "Description of Other Indebtedness," "Certain United States Federal Income Tax Considerations" and "Description of Notes," insofar as they describe the terms of the agreements and securities referred to therein, are accurate in all material respects and fairly present the information required to be shown. (ae) The Company has full corporate power and authority to enter into the Indenture; the Indenture has been duly authorized by the Company; and on the First Delivery Date, the Indenture will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (af) The Company has full corporate power and authority to offer and sell the Notes; the Notes have been duly authorized by the Company; and when the Notes are delivered and paid for pursuant to this Agreement on the First Delivery Date, such Notes will have been duly executed, authenticated, issued and delivered (assuming due authentication of the Notes by the Trustee) and, assuming due authentication of the Notes by the Trustee, such Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (ag) The Indenture and the Notes conform in all material respects to the descriptions thereof contained in the Prospectus. (ah) Neither the Company nor any Subsidiary has taken, directly or indirectly, any action which is designed to or which has constituted or which might reasonably have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the Offering. 11 (ai) The Indenture has been qualified under and will comply in all material respects with the Trust Indenture Act. 2. Purchase of the Notes by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the Notes at a purchase price of 97.773% of the principal amount thereof plus accrued interest, if any, from June 30, 1999, to the First Delivery Date, the respective principal amount of Notes set forth opposite that Underwriter's name in Schedule 1 hereto. 3. Offering of Notes by the Underwriters. Upon authorization by the Underwriters of the release of the Notes, the several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in the Prospectus. 4. Delivery of and Payment for the Notes. Delivery of and payment for the Notes shall be made at the office of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York City time, on the fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Underwriters and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered several Notes in definitive form, registered in the name of Cede & Co., nominee of The Depository Trust Company ("DTC"), or such other names as the Underwriters may request upon at least two business days' notice to the Company (collectively, the "Global Notes") to the Underwriters against payment by the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence (except that the Company will not be responsible for any delay resulting from any action or inaction of any Underwriter) and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. For the purpose of expediting the checking and packaging of the Global Notes, the Company shall make the certificates representing the Global Notes available for inspection by the Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. 5. Further Agreements of the Company. The Company agrees: (a) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus and to file no Rule 462(b) Registration Statement except as permitted herein; to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any 12 supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; upon your request, to cause the Rule 462(b) Registration Statement, properly completed, to be filed with the Commission pursuant to Rule 462(b) and to provide evidence satisfactory to the Underwriters of such filing; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal; (b) To furnish reasonably promptly to each of the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, each amendment thereto and any Rule 462(b) Registration Statement filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission, each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and any Rule 462(b) Registration Statement, (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriters and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. 13 (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus, any document incorporated by reference in the Prospectus, any Prospectus pursuant to Rule 424 of the Rules and Regulations or any Rule 462(b) Registration Statement to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Underwriters an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) For so long as any of the Notes are outstanding, to deliver without charge to the Underwriters and the Trustee, promptly upon their becoming available, copies of (i) all reports or other publicly available information that the Company shall mail or otherwise make available to its securities holders generally and (ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities exchange and such other publicly available information concerning the Company or its Subsidiaries; (h) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Notes for offering and sale (or obtain an exemption from registration) under the securities laws of such jurisdictions as the Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided, however, that the Company shall not be required to qualify as a foreign corporation or a dealer in securities or to execute a general consent to service of process in any jurisdiction in any action other than one arising out of the offering or sale of the Notes; (i) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of any of the Company or any Subsidiary substantially similar to the Notes (other than the Notes); (j) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the 14 meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (k) In connection with the Offering, until the Underwriters shall have notified the Company and the other Underwriters of the completion of the resale of the Notes, the Company will not, and will use its best efforts to cause its affiliates not to, either alone or with one or more other persons, bid for or purchase for any account in which it or any of such affiliates has a beneficial interest any Notes or attempt to induce any person to purchase any Notes; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Notes; and (l) To not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Notes. 6. Expenses. The Company agrees to pay (a) the costs incident to the authorization, issuance, sale and delivery of the Notes and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (d) the costs of producing and distributing this Agreement, the Indenture, the Notes and any other related documents in connection with the offering, purchase, sale and delivery of the Notes; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of sale of the Notes; (f) the fees and expenses, if applicable, of qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 5(h) and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters); (g) if one is required pursuant to the rules of the NASD, all fees and expenses of a qualified independent underwriter; (h) all fees and expenses (including fees and expenses of counsel) of the Company in connection with approval of the Notes by DTC for "book-entry" transfer and (k) all other costs and expenses incident to the performance of the obligations of the Company, Premier Operations or SFTP under this Agreement; provided that, except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Notes which they may sell and the expenses of advertising any offering of the Notes made by the Underwriters. 7. Conditions of Underwriters' Obligations. The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on the First Delivery Date, of the representations and warranties of the Company, Premier Operations and SFTP 15 contained herein, to the performance by each of the Company, Premier Operations and SFTP of its obligations hereunder, and to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) No Underwriter shall have discovered and disclosed to the Company on or prior to the First Delivery Date that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of Cravath, Swaine & Moore, counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Indenture, the Notes, the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) James M. Coughlin, General Counsel of the Company, shall have furnished to the Underwriters his written opinion, addressed to the Underwriters and dated the First Delivery Date, in form reasonably satisfactory to the Underwriters, to the effect that: (i) The Company and each of the Subsidiaries which is a corporation have been duly incorporated and are validly existing as corporations in good standing under the laws of their respective jurisdictions of incorporation; each of the Subsidiaries which is a partnership is validly existing as a limited partnership in good standing under the laws of its jurisdiction of formation; each of the Subsidiaries which is a limited liability company is validly existing as a limited liability company in good standing under the laws of its jurisdiction of formation; and the Company and the Subsidiaries are each duly qualified to do business and are in good standing as foreign entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect; provided, however, that in giving the above opinion, such counsel need express no opinion with respect to Subsidiaries organized under the laws of 16 jurisdictions outside of the United States; and the Company and the Subsidiaries have all corporate, partnership or equivalent power and authority necessary to own or hold their respective properties and conduct the businesses in which they are engaged as described in the Prospectus; (ii) The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company now outstanding have been duly and validly authorized and issued, are fully paid and non-assessable and conform in all material respects to the description thereof contained in the Prospectus; (iii) To such counsel's knowledge, all of the issued shares of capital stock of each Subsidiary which is a corporation (A) have been duly and validly authorized and issued and (B) with respect to each such Subsidiary organized under the laws of a jurisdiction within the United States, are fully paid and non-assessable, and all of the issued shares of capital stock of such Subsidiary are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreement and the Subordinated Indemnity Agreement; and 100% of the partnership interest in each of the Subsidiaries which is a partnership is held directly or indirectly by the Company, except for the 99% limited partnership interest in the Georgia Co-Venture Partnership indirectly held by investors in Six Flags Fund, Ltd. (L.P.), of which approximately 75% of the units are held by persons who are not affiliated with the Company, and the 99% limited partnership interest in the Texas Co-Venture Partnership indirectly held by investors in Six Flags Funds II, Ltd. (L.P.), of which approximately 65% of the units are held by persons who are not affiliated with the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement; and 100% of the limited liability company interests in each of the Subsidiaries which is a limited liability company is held directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement; (iv) Except as set forth or incorporated by reference in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the capital stock of the Company pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; 17 (v) To such counsel's knowledge (specified in such opinion) and other than as set forth or incorporated by reference in the Prospectus, (A) there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject which, if determined adversely to the Company or any of the Subsidiaries, might reasonably be expected to have a Material Adverse Effect and (B) no such proceedings are overtly threatened by governmental authorities or by others or contemplated by governmental authorities; (vi) The Registration Statement and the Prospectus and any further amendments or supplements thereto made by the Company prior to the First Delivery Date (other than the financial statements and related schedules therein and other financial or statistical data included therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; and the documents incorporated by reference in the Prospectus (other than the financial statements and related schedules therein and other financial or statistical data included therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; (vii) To such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations; (viii) This Agreement has been duly authorized, executed and delivered by the Company, Premier Operations and SFTP; (ix) The issue and sale of the Notes being delivered on the First Delivery Date by the Company and the compliance by the Company, Premier Operations and SFTP with all of the provisions of this Agreement and the compliance by the Company with all of the provisions of the Indenture and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries 18 is subject, nor will such actions result in any violation of the provisions of the charter or by-laws or other constitutive documents of the Company or any of the Subsidiaries or, assuming that all consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters are obtained, any Federal or New York State statute, the General Corporation Law of the State of Delaware, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets; and, except for the registration of the Notes under the Securities Act, the qualification of the Indenture relating to the Notes under the Trust Indenture Act of 1939, as amended, and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Indenture by the Company or any of the Subsidiaries that is a party hereto or thereto and the consummation of the transactions contemplated hereby and thereby; (x) To such counsel's knowledge, no holders of securities of the Company have rights which have not been duly and validly waived to require the Company to include such securities with the Notes registered pursuant to the Registration Statement; (xi) The Company has full corporate power and authority to enter into the Indenture; the Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and (xii) The Company has full corporate power and authority to offer and sell the Notes; the Notes have been duly authorized, executed, authenticated, issued and delivered (assuming due authentication of the Notes by the Trustee) and, assuming due authentication of the Notes by the Trustee, such Notes constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and 19 other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware and that such counsel is not admitted in any state other than New York; and, in respect of matters of fact, may rely upon certificates of officers of the Company or the Subsidiaries, provided that such counsel shall state that it believes that both the Underwriters and it are justified in relying upon such certificates. (e) Thelen Reid & Priest LLP shall have furnished to the Underwriters its written opinion, as counsel to the Company, addressed to the Underwriters and dated the First Delivery Date, in form reasonably satisfactory to the Underwriters, to the effect that: (i) To such counsel's knowledge, all of the issued shares of capital stock of each Subsidiary which is a corporation (A) have been duly and validly authorized and issued and (B) with respect to each such Subsidiary organized under the laws of a jurisdiction within the United States, are fully paid and non-assessable, and all of the issued shares of capital stock of each such Subsidiary are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreement and the Subordinated Indemnity Agreement; and 100% of the partnership interest in each of the Subsidiaries which is a partnership is held directly or indirectly by the Company, except for the 99% limited partnership interest in the Georgia Co-Venture Partnership indirectly held by investors in Six Flags Fund, Ltd. (L.P.), of which approximately 75% of the units are held by persons who are not affiliated with the Company, and the 99% limited partnership interest in the Texas Co-Venture Partnership indirectly held by investors in Six Flags Funds II, Ltd. (L.P.), of which approximately 65% of the units are held by persons who are not affiliated with the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement; and 100% of the limited liability company interests in each of the Subsidiaries which is a limited liability company is held directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens, encumbrances, equities or claims arising under the Credit Facilities, the Co-Venture Parks Agreements and the Subordinated Indemnity Agreement; 20 (ii) Except as set forth or incorporated by reference in the Prospectus, there are no preemptive or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of the capital stock of the Company pursuant to the Company's charter or by-laws or any agreement or other instrument known to such counsel; (iii) To such counsel's knowledge (specified in such opinion) and other than as set forth or incorporated by reference in the Prospectus, (A) there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject which, if determined adversely to the Company or any of the Subsidiaries, might reasonably be expected to have a Material Adverse Effect and (B) no such proceedings are overtly threatened by governmental authorities or by others or contemplated by governmental authorities. (iv) Based solely upon oral confirmation from the staff of the Commission, the Registration Statement was declared effective under the Securities Act as of the date and time specified in such opinion; the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Rules and Regulations specified in such opinion on the date specified therein and no stop order suspending the effectiveness of the Registration Statement has been issued and, to the knowledge of such counsel, no proceeding for that purpose is pending or threatened by the Commission; (v) The Registration Statement and the Prospectus and any further amendments or supplements thereto made by the Company prior to the First Delivery Date (other than the financial statements and related schedules therein and other financial or statistical data included therein or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Rules and Regulations; and the documents incorporated by reference in the Prospectus (other than the financial statements and related schedules therein and other financial or statistical data included therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; (vi) To such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been described or filed as exhibits to the 21 Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations; (vii) This Agreement has been duly authorized, executed and delivered by the Company, Premier Operations and SFTP; (viii) The issue and sale of the Notes being delivered on the First Delivery Date by the Company and the compliance by the Company, Premier Operations and SFTP with all of the provisions of this Agreement and the compliance by the Company with all of the provisions of the Indenture and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, nor will such actions result in any violation of the provisions of the charter or by-laws or other constitutive documents of the Company or any of the Subsidiaries or, assuming that all consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters are obtained, any Federal or New York State statute, the General Corporation Law of the State of Delaware, or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets; and, except for the registration of the Notes under the Securities Act, the qualification of the Indenture relating to the Notes under the Trust Indenture Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state or foreign securities laws in connection with the purchase and distribution of the Notes by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Indenture by the Company or any of the Subsidiaries that is a party hereto or thereto and the consummation of the transactions contemplated hereby and thereby; (ix) To such counsel's knowledge, no holders of securities of the Company have rights which have not been duly and validly waived to require the Company to include such securities with the Notes registered pursuant to the Registration Statement; 22 (x) The Company has full corporate power and authority to enter into the Indenture; the Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (xi) The Company has full corporate power and authority to offer and sell the Notes; the Notes have been duly authorized, executed, authenticated, issued and delivered (assuming due authentication of the Notes by the Trustee) and, assuming due authentication of the Notes by the Trustee, such Notes constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except that the enforcement thereof may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (xii) The Indenture and the Notes conform in all material respects to the descriptions thereof contained in the Prospectus; and (xiii) The Indenture has been qualified under and complies in all material respects with the Trust Indenture Act of 1939, as amended. In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware and that such counsel is not admitted in any state other than New York; and, in respect of matters of fact, may rely upon certificates of officers of the Company or the Subsidiaries, provided that such counsel shall state that it believes that both the Underwriters and it are justified in relying upon such certificates. Further, the opinion of Thelen Reid and Priest LLP may rely on certain specified matters contained in the opinion of James M. Coughlin. Thelen Reid & Priest LLP shall also have furnished to the Underwriters a written statement, addressed to the Underwriters and dated the First Delivery Date, in form satisfactory to the Underwriters, to the effect that (x) such counsel has acted as counsel to the Company in connection with the preparation of the Registration Statement and (y) based on the foregoing, no facts have come to the attention of such counsel which lead it to believe that (I) the Registration Statement (other than the financial statements and other financial and statistical data contained therein, as to which such counsel need express no belief), as of the Effective Date, contained any untrue statement of a material fact or omitted 23 to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements and other financial and statistical data contained therein, as to which such counsel need express no belief) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (II) any documents incorporated by reference in the Prospectus (other than the financial statements and other financial and statistical data contained therein or incorporated by reference therein, as to which such counsel need express no belief) when they were filed with the Commission contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel does not assume any responsibility for the accuracy or fairness with respect to the information required to be shown under the Securities Act and the Rules and Regulations of the statements contained in the Registration Statement or the Prospectus except for the statements made in the Prospectus under the captions "Description of Other Indebtedness", "Description of Notes," and "Certain United States Federal Income Tax Considerations" insofar as such statements describe the documents or agreements referred to therein, the Notes, the Company's other debt instruments or other securities, and concern legal matters. (f) The Underwriters shall have received from Cravath, Swaine & Moore, counsel for the Underwriters, such opinion or opinions and such statement or statements, dated the First Delivery Date, with respect to the issuance and sale of the Notes, the Registration Statement, the Prospectus and other related matters as the Underwriters may reasonably require, and the Company and the Subsidiaries shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (g) At the time of execution of this Agreement, the Underwriters shall have received from (I) KPMG LLP a letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings, except for the financial information and other matters covered in the letter from Ernst & Young LLP, and; (II) Ernst & Young LLP a letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming 24 that they are independent accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof, the conclusions and findings of such firm with respect to certain financial information and other matters relating to SFEC and its subsidiaries as have been previously agreed to by such firm and the Underwriters. (h) With respect to the letters of KPMG LLP and Ernst & Young LLP referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (the "initial letters"), the Company shall have furnished to the Underwriters a letter (the "bring-down letters") of each of such accountants, addressed to the Underwriters and dated the First Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, in the case of the letter of KPMG LLP, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (i) The Company shall have furnished to the Underwriters a certificate, dated the First Delivery Date, of its Chairman of the Board, its President or a Vice President and its Chief Financial Officer stating that: (i) The representations, warranties and agreements of the Company and each of Premier Operations and SFTP in Section 1 are true and correct as of the First Delivery Date; the Company, Premier Operations and SFTP have complied with all their agreements contained herein; and the conditions set forth in Sections 7(a) and 7(j) have been fulfilled; and (ii) They have carefully examined the Registration Statement and the Prospectus and, in their opinion (A) as of the Effective Date, the Registration Statement and Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus. (j) Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus there shall not have been any change in the capital stock (or partners' equity, as applicable) or long-term debt of the Company or any of the Subsidiaries or any change, or any development involving a prospective 25 change, in or affecting the general affairs, management, financial position, stockholders' equity (or partners' equity, as applicable) or results of operations of the Company and its subsidiaries, taken as a whole, otherwise, in each case, than as set forth or contemplated in the Prospectus, the effect of which, in any such case, is, in the judgment of the Underwriters, so material (to the Company and its Subsidiaries, taken as a whole) and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on the First Delivery Date on the terms and in the manner contemplated in the Prospectus. (k) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities. (l) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of a majority in interest of the several Underwriters, impracticable or inadvisable to proceed with the public offering or delivery of the Notes being delivered on the First Delivery Date on the terms and in the manner contemplated in the Prospectus. (m) Substantially concurrently with the consummation of the issuance and sale of Notes by the Company to the Underwriters, the Company shall use the proceeds of the Offering to consummate the purchase of all notes validly tendered pursuant to the tender offer and consent solicitation of (i) Premier Operations for its 12% Senior Notes due 2003 and (ii) SFTP for its 12 1/4% Senior Subordinated Discount Notes due 2005, in each case with respect to holders holding no less than a majority in principal amount of such notes. 26 (n) Each of the Premier Credit Facility (as defined in Section 15) and the Six Flags Credit Facility (as defined in Section 15) shall be in effect and available for borrowing. (o) No default or event which, with notice or lapse of time or both, would constitute such a default shall have occurred and be continuing, or would result from the transactions contemplated hereby to occur prior to, concurrently with or immediately following the consummation of the Offering, under (i) the indentures relating to any of the Company's 10% Senior Discount Notes due 2008, the Company's 9 1/4% Senior Notes due 2006, Premier Operations' 9 3/4% Senior Notes due 2007, the SFEC Zero Coupon Senior Notes due 1999, and SFEC's 8 7/8% Senior Notes due 2006, or (ii) the credit agreement relating to either the Premier Credit Facility or the Six Flags Credit Facility. (p) The Company and the Trustee shall have entered into the Indenture and the Underwriters shall have received counterparts, conformed as executed, thereof and the Notes shall have been duly executed and delivered by the Company and authenticated by the Trustee. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and scope reasonably satisfactory to counsel for the Underwriters. 8. Indemnification and Contribution. (a) The Company, Premier Operations and SFTP jointly and severally, shall indemnify and hold harmless each Underwriter (including any Underwriter in its role as qualified independent underwriter pursuant to the rules of the NASD), its officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which that Underwriter, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto or (B) in any blue sky application or other document prepared or executed by the Company (or based upon any written information furnished by the Company) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any jurisdiction (any such application, document or information being hereinafter called a "Blue Sky Application"), (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating 27 in any manner to, the Notes or the Offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company, Premier Operations and SFTP shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company, Premier Operations and SFTP shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, or in any Blue Sky Application, in reliance upon and in conformity with written information concerning any Underwriter furnished to the Company through the Underwriters by or on behalf of any Underwriter specifically for inclusion therein; and provided further that with respect to any such untrue statement or omission made in the Preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not enure to the benefit of the Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Notes concerned if, to the extent that such sale was an initial sale by such Underwriter and any such loss, claim, damage or liability of such Underwriter is a result of the fact that both (A) a copy of the Prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Notes to such person, and (B) the untrue statement or omission in the Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of noncompliance by the Company with Section 5(c). The foregoing indemnity agreement is in addition to any liability which the Company, Premier Operations or SFTP may otherwise have to any Underwriter or to any officer, employee or controlling person of that Underwriter. (b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, Premier Operations and SFTP, each of their respective officers and employees, each of their respective directors, and each person, if any, who controls the Company, Premier Operations or SFTP within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, Premier Operations or SFTP or any such director, officer or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (B) in any Blue Sky Application or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or in any Blue Sky Application any material fact required 28 to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Underwriters by or on behalf of that Underwriter specifically for inclusion therein, and shall reimburse the Company, Premier Operations and SFTP and any such director, officer or controlling person for any legal or other expenses reasonably incurred by the Company, Premier Operations or SFTP or any such director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company, Premier Operations or SFTP or any such director, officer, employee or controlling person. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right, upon written notice to the Company, to employ counsel to represent jointly the Underwriters and those other Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company and the Subsidiaries that are parties hereto under this Section 8 if, in the reasonable judgment of the Underwriters, it is advisable for the Underwriters and those Underwriters, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid, jointly and severally, by the Company and the Subsidiaries that are parties hereto. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the 29 entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, Premier Operations and SFTP, on the one hand, and the Underwriters, on the other, from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, Premier Operations and SFTP, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, Premier Operations and SFTP, on the one hand, and the Underwriters, on the other, with respect to the Offering shall be deemed to be in the same proportion as the total net proceeds from the Offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Notes purchased under this Agreement, on the other hand, bear to the total gross proceeds from the Offering of the Notes under this Agreement, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. For purposes of the preceding two sentences, the net proceeds deemed to be received by the Company shall be deemed to be also for the benefit of Premier Operations and SFTP and information supplied by the Company shall also be deemed to have been supplied by Premier Operations and SFTP. The Company, Premier Operations and SFTP, and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the 30 loss, claim, damage or liability, or action in respect thereof, referred to above in this Section shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations and not joint. (e) The Underwriters severally confirm and the Company, Premier Operations and SFTP, acknowledge that the statements with respect to the public offering of the Notes by the Underwriters set forth in the last paragraphs on the cover page of and statements under the caption "Underwriting" in the Prospectus constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus. 9. Defaulting Underwriters. If, on the First Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Notes which the defaulting Underwriter agreed but failed to purchase on the First Delivery Date in the respective proportions which the aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the First Delivery Date if the total aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the First Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes which it agreed to purchase on the First Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the First Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase the shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on the First Delivery Date, this Agreement shall terminate without liability on the part of any non- 31 defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 6. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Underwriters or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement. 10. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(j), 7(k) or 7(l) shall have occurred or if the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement. 11. Reimbursement of Underwriters' Expenses. If the Company shall fail to tender the Notes for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled (other than by reason of any events described in Section 7(l) except for the suspension of trading or minimum prices of the securities of the Company), the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Notes, and promptly following demand the Company shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses. 12. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to Lehman Brothers Inc., Three World Financial Center, New York, New York 10285, Attention: Syndicate Department (Fax: 212-526-6588), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Lehman Brothers Inc., 3 World Financial Center, 10th Floor, New York, NY 10285; 32 (b) if to the Company or any of the Subsidiaries, shall be delivered or sent by mail, telex or facsimile transmission to 122 East 42nd Street, 49th Floor, New York, NY 10168, Attention: Kieran E. Burke (Fax: 212-949-6203); provided, however, that any notice to an Underwriter pursuant to Section 8(c) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to the Underwriters, which address will be supplied to any other party hereto by the Underwriters upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Lehman Brothers Inc. on behalf of the Underwriters. 13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, Premier Operations and SFTP and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company and Premier Operations and SFTP contained in this Agreement shall also be deemed to be for the benefit of the officers and employees of each Underwriter and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of directors of the Company, officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 13, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 14. Survival. The respective indemnities, representations, warranties and agreements of the Company, the applicable Subsidiaries and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them. 15. Definition of the Terms "Business Day," "Credit Facilities," "Premier Credit Facility", "Six Flags Credit Facility", "Subsidiary" and "Co-Venture Parks Agreements." For purposes of this Agreement, (a) "business day" means any day on which the New York Stock Exchange, Inc. is open for trading, (b) "Credit Facilities" means the Premier Credit Facility and the Six Flags Credit Facility, (c) "Premier Credit Facility" means the senior secured credit facility dated as of March 13, 1998, among Premier Operations and certain of its subsidiaries, The Bank of New York and the lenders named therein, as amended, (d) "Six Flags Credit Facility" means the senior secured credit facility dated as of April 1, 1998, among SFTP, S.F. Holdings, Inc., SFEC and certain subsidiaries of SFTP, The Bank of New York and the lenders named therein, as amended, (e) "Subsidiary" means 33 collectively each subsidiary (as defined in Rule 405 of the Rules and Regulations) of the Company which owns and/or operates a theme park or water park, the general partner of any of the foregoing which are partnerships, Premier Operations and SFEC, and (f) "Co-Venture Parks Agreements" has the same meaning as the defined term "Partnership Parks Agreements" in the Indenture. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York. 17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. 18. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing correctly sets forth the agreement among the Company, Premier Operations and SFTP and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, Premier Parks Inc. By /s/ Kieran E. Burke ----------------------------------- Name: Kieran E. Burke Title: Chairman of the Board and Chief Executive Officer Premier Parks Operations Inc. By /s/ Kieran E. Burke ----------------------------------- Name: Kieran E. Burke Title: Chairman of the Board and Chief Executive Officer Six Flags Theme Parks Inc. By /s/ Kieran E. Burke ----------------------------------- Name: Kieran E. Burke Title: Chairman of the Board and Chief Executive Officer Accepted: Lehman Brothers Inc. Salomon Smith Barney Inc. Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated ING Baring Furman Selz LLC Allen & Company Incorporated BNY Capital markets, Inc. By Lehman Brothers Inc. By /s/ -------------------------------- Authorized Representative SCHEDULE 1 Aggregate Principal Underwriters Amount of Notes - ------------ --------------- Lehman Brothers Inc................................. $204,250,000 Salomon Smith Barney Inc. .......................... 53,750,000 Goldman, Sachs & Co. ............................... 43,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated . 43,000,000 Morgan Stanley & Co. Incorporated................... 43,000,000 ING Baring Furman Selz LLC ......................... 23,650,000 Allen & Company Incorporated. ...................... 10,750,000 BNY Capital Markets, Inc. .......................... 8,600,000 ------------ Total......................................... $430,000,000 ============ EX-5.1 3 OPINION OF THELEN REID & PRIEST LLP June 28, 1999 Premier Parks Inc. 11501 Northeast Expressway Oklahoma City, Oklahoma 73131 Re: Premier Parks Inc. -- Registration Statement on Form S-3 (File No. 333-76595) Ladies and Gentlemen: We have acted as counsel to Premier Parks Inc., a Delaware corporation (the "Registrant"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the above-captioned Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), and the related Prospectus Supplement dated June 24, 1999 (the "Prospectus") filed pursuant to Rule 424(b)(2) of the Act, each in connection with Registrant's offering of $430.0 million aggregate principal amount of its 9 3/4% Senior Notes due 2007 (the "Senior Notes"). In connection therewith, we have examined the Certificate of Incorporation and the By-Laws of the Registrant, resolutions of the Board of Directors of the Registrant, the Registration Statement and the Prospectus. We also have made such inquiries and have examined originals or copies of other instruments as we have deemed necessary or appropriate for the purpose of this opinion. For purposes of such examination, we have assumed the genuineness of all signatures on and the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that the Senior Notes to be issued by the Registrant pursuant to the Registration Statement and Premier Parks Inc. June 28, 1999 Page 2 Prospectus and in accordance with the terms of the applicable indenture are duly authorized and, upon issuance and authentication by the trustee under such applicable indenture and receipt by the Company of payment therefore, will be, validly issued, fully paid and non-assessable and constitute binding obligations of the Registrant in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference therein to our firm under the caption "Legal Matters." In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, THELEN REID & PRIEST LLP EX-25.1 4 STATEMENT OF ELIGIBILITY ================================================================================ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |_| =========================== THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) =========================== PREMIER PARKS INC. (Exact name of obligor as specified in its charter) Delaware 13-3995059 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 11501 Northeast Expressway Oklahoma City, Oklahoma 73131 (Address of principal executive offices) (Zip code) =========================== Debt Securities (Title of the indenture securities) ================================================================================ 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. - -------------------------------------------------------------------------------- Name Address - -------------------------------------------------------------------------------- Superintendent of Banks of the 2 Rector Street, New York, N.Y. State of New York 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005 (b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 17th day of June, 1999. THE BANK OF NEW YORK By: /s/ ILIANA A. ARCIPRETE --------------------------- Name ILIANA A. ARCIPRETE Title ASSISTANT TREASURER - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1999, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.................................................... $4,508,742 Interest-bearing balances..................................... 4,425,071 Securities: Held-to-maturity securities................................... 836,304 Available-for-sale securities................................. 4,047,851 Federal funds sold and Securities purchased under agreements to resell.................................... 1,743,269 Loans and lease financing receivables: Loans and leases, net of unearned income......................................... 39,349,679 LESS: Allowance for loan and lease losses................................... 603,025 LESS: Allocated transfer risk reserve........................................ 15,906 Loans and leases, net of unearned income, allowance, and reserve...................................... 38,730,748 Trading Assets.................................................. 1,571,372 Premises and fixed assets (including capitalized leases)........................................... 685,674 Other real estate owned......................................... 10,331 Investments in unconsolidated subsidiaries and associated companies...................................... 182,449 Customers' liability to this bank on acceptances outstanding....................................... 1,184,822 Intangible assets............................................... 1,129,636 Other assets.................................................... 2,632,309 ----------- Total assets.................................................... $61,688,578 =========== LIABILITIES Deposits: In domestic offices........................................... $25,731,036 Noninterest-bearing.............................. 10,252,589 Interest-bearing................................. 15,478,447 In foreign offices, Edge and Agreement subsidiaries, and IBFs...................................... 18,756,302 Noninterest-bearing.............................. 111,386 Interest-bearing................................. 18,644,916 Federal funds purchased and Securities sold under agreements to repurchase................................ 3,276,362 Demand notes issued to the U.S.Treasury......................... 230,671 Trading liabilities............................................. 1,554,493 Other borrowed money: With remaining maturity of one year or less........................................................ 1,154,502 With remaining maturity of more than one year through three years.................................... 465 With remaining maturity of more than three years................................................. 31,080 Bank's liability on acceptances executed and outstanding............................................... 1,185,364 Subordinated notes and debentures............................... 1,308,000 Other liabilities............................................... 2,743,590 ----------- Total liabilities............................................... 55,971,865 ----------- EQUITY CAPITAL Common stock.................................................... 1,135,284 Surplus......................................................... 764,443 Undivided profits and capital reserves.......................... 3,807,697 Net unrealized holding gains (losses) on available-for-sale securities................................. 44,106 Cumulative foreign currency translation adjustments................................................... (34,817) ----------- Total equity capital............................................ 5,716,713 ----------- Total liabilities and equity capital............................ $61,688,578 =========== I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Thomas A. Reyni Alan R. Griffith } Directors Gerald L. Hassell - -------------------------------------------------------------------------------- EX-99.1 5 SECOND SUPPLEMENTAL INDENTURE 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 ------------------------------------- Name: James M. Coughlin Title: Vice President SIX FLAGS OVER GEORGIA, INC. Attest: By: /s/ James M. Coughlin ------------------------------------- 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 ------------------------------------- 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/ ------------------------------------- Name: Title: EX-99.2 6 EIGHTH SUPPLEMENTAL INDENTURE 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 ------------------------------------ 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: EX-99.3 7 AMENDMENT NO. 2, DATED AS OF MAY 28, 1999 [CONFORMED COPY] AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of May 28, 1999 to the Credit Agreement referred to below, between SIX FLAGS THEME PARKS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"); SIX FLAGS ENTERTAINMENT CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware ("SFEC"); S. F. HOLDINGS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware ("SFH"); each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"); and The Bank of New York, as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). The Borrower, SFEC, SFH, the Subsidiary Guarantors, the lenders party thereto (the "Lenders"), the Administrative Agent and Lehman Brothers Inc., as Advisor, Arranger and Syndication Agent, are parties to a Credit Agreement dated as of April 1, 1998 (as amended by Amendment No. 1 dated as of June 24, 1998, the "Credit Agreement"). The parties hereto wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Effective as of the date hereof, but subject to Section 3 below, the Credit Agreement shall be amended as follows: 1. (a) The following definitions shall be inserted into Section 1.01 of the Credit Agreement in their proper alphabetical places: "1998 Holdings Senior Notes" means the Holdings Senior Discount Notes and the Holdings Senior Notes. "Discount Notes Tender Offer" means the offer to purchase for cash any and all of the Discount Notes and the solicitation of consents to amendments of the Discount Notes Indenture and the Discount Notes, which purchase shall be consummated and amendments shall become effective no later than July 31, 1999. "1999 Holdings Senior Notes" means Indebtedness of Holdings evidenced by unsecured debt securities issued prior to July 31, 1999, on terms (other than with respect to pricing) substantially similar to, or not more restrictive (from the standpoint of the Borrower or any of its Subsidiaries) than, the 1998 Holdings Senior Notes in an aggregate original principal amount not exceeding $500,000,000. 2 (b) The following definition in Section 1.01 of the Credit Agreement shall be amended to read in its entirety as follows: "Holdings" means Premier Parks Inc., a Delaware corporation. 2. Section 9.05(b) of the Credit Agreement shall be amended by (i) replacing the word "and" at the end of clause (ii) thereof with a comma, (ii) replacing the period at the end of clause (iii) thereof with the word "and", and (iii) inserting a new clause (iv) at the end of said Section 9.05(b) to read as follows: "(iv) purchases, redemptions or retirements of Indebtedness permitted under Section 9.11." 3. Section 9.09(a) of the Credit Agreement shall be amended to read in its entirety as follows: "(a) the Borrower may make Restricted Payments (i) to SFH (which in turn shall make a dividend payment to SFEC) to enable SFEC to meet scheduled cash interest obligations with respect to the SFEC Senior Notes and (ii) to SFH (which in turn shall make a dividend payment to SFEC, which in turn shall make a dividend payment to Holdings) to enable Holdings to meet scheduled cash interest obligations with respect to not more than $380,000,000 in aggregate principal amount of the 1999 Holdings Senior Notes." 4. Section 9.11 of the Credit Agreement shall be amended by inserted a new sentence at the end thereof to read as follows: "Notwithstanding the foregoing, the Borrower may repurchase or redeem the Discount Notes pursuant to the Discount Notes Tender Offer with the proceeds of capital contributions to the Borrower made, directly or indirectly, by Holdings with a portion of the proceeds of the issuance of the 1999 Holdings Senior Notes; provided that holders of at least a majority of the aggregate principal amount of the Discount Notes shall have tendered the Discount Notes held by them and consented to the proposed amendments to the Discount Notes Indenture and the Discount Notes pursuant to the Discount Notes Tender Offer." 5. Section 9.16 of the Credit Agreement shall be amended by amending clause (b) thereof to read in its entirety as follows: "(b) any provision of (i) the Senior Subordinated Notes Indentures, except for any modification, supplement or waiver with respect to the Discount Notes Indenture made in connection with the Discount Notes Tender Offer that eliminates, or makes less restrictive (from the standpoint of the Borrower and its Subsidiaries), any provision of the Discount Notes Indenture or the Discount Notes or (ii) the SFEC Senior Notes Indenture." 3 Section 3. Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement set forth in said Section 2 shall become effective as of the date hereof, subject to the conditions precedent that the Administrative Agent shall have received (a) written consent to its execution and delivery of this Amendment No. 2 by the Majority Lenders and (b) one or more counterparts of this Amendment No. 2 duly executed and delivered by the Borrower, SFEC, SFH and the Subsidiary Guarantors (or other evidence of such execution and delivery satisfactory to the Administrative Agent). Section 4. Representations and Warranties. The Borrower represents and warrants to the Lenders that (a) the representations and warranties set forth in Section 8 of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and as if each reference to "this Agreement" included reference to this Amendment No. 2 and (b) both immediately before and after giving effect to the amendments to the Credit Agreement set forth above, no Default shall have occurred and be continuing. Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written. BORROWER SIX FLAGS THEME PARKS INC. By: /s/ James F. Dannhauser ------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer GUARANTORS SIX FLAGS ENTERTAINMENT CORPORATION S. F. HOLDINGS, INC. By: /s/ James F. Dannhauser ------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer SUBSIDIARY GUARANTORS SIX FLAGS SERVICES, INC. SIX FLAGS SERVICES OF GEORGIA, INC. SIX FLAGS SERVICES OF ILLINOIS, INC. SIX FLAGS SERVICES OF MISSOURI, INC. SIX FLAGS SERVICES OF TEXAS, INC. SFTP, INC. SFTP SAN ANTONIO, INC. SFTP SAN ANTONIO II, INC. SFTP SAN ANTONIO GP, INC. FIESTA TEXAS, INC. By: /s/ James F. Dannhauser ------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer 5 SF PARTNERSHIP By: SFTP, Inc. a partner By: /s/ James F. Dannhauser ------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer SIX FLAGS SAN ANTONIO, L.P. By: SFTP San Antonio GP, Inc., its general partner By: /s/ James F. Dannhauser ------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer ADMINISTRATIVE AGENT THE BANK OF NEW YORK, as Administrative Agent By: /s/ Brian Weddington ------------------------------- Name: Brian Weddington Title: Vice President EX-99.4 8 AMENDMENT NO. 3, DATED AS OF MAY 28, 1999 [CONFORMED COPY] AMENDMENT NO. 3 AMENDMENT NO. 3 dated as of May 28, 1999 to the Credit Agreement referred to below, between: PREMIER PARKS OPERATIONS INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"); each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"); and The Bank of New York, as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). The Borrower, the Subsidiary Guarantors, the lenders party thereto (the "Lenders"), the Administrative Agent and Lehman Brothers Inc., as Advisor, Arranger and Syndication Agent, are parties to a Credit Agreement dated as of March 13, 1998 (as amended by Amendment No. 1 dated as of March 31, 1998, Amendment No. 2 dated as of May 11, 1998 and the Consent dated as of September 16, 1998, the "Credit Agreement"). The parties hereto wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Effective as of the date hereof, but subject to Section 3 below, the Credit Agreement shall be amended as follows: 1. (a) The following definitions shall be inserted into Section 1.01 of the Credit Agreement in their proper alphabetical places: "1995 Senior Notes Tender Offer" means the offer to purchase for cash any and all of the 1995 Senior Notes and the solicitation of consents to amendments of the 1995 Senior Notes Indentures and the 1995 Senior Notes, which purchase shall be consummated and amendments shall become effective no later than July 31, 1999. "1998 Holdings Senior Notes" means (a) the 9 1/4% Senior Notes due 2006 of Holdings issued pursuant to an Indenture dated as of April 1, 1998 between Holdings and The Bank of New York, as Trustee and (b) the 10% Senior Discount Notes due 2008 of Holdings issued pursuant to an Indenture dated as of April 1, 1998 between Holdings and The Bank of New York, as Trustee. "1999 Holdings Senior Notes" means Indebtedness of Holdings evidenced by unsecured debt securities issued prior to July 31, 1999, on terms (other than with respect to pricing) substantially similar to, or not more restrictive (from the standpoint of the 2 Borrower or any of its Subsidiaries) than, the 1998 Holdings Senior Notes in an aggregate original principal amount not exceeding $500,000,000." (b) The following definition in Section 1.01 of the Credit Agreement shall be amended to read in its entirety as follows: "Holdings" means Premier Parks Inc., a Delaware corporation. (c) The definition of "Fixed Charges" in Section 1.01 of the Credit Agreement shall be amended by inserting, immediately following clause (c) thereof, the following: "plus (d) the amount paid in dividends or other Restricted Payments for such period (other than the dividend permitted under Section 9.09(a))". 2. Section 9.05(b) of the Credit Agreement shall be amended by (i) replacing the word "and" at the end of clause (iii) thereof with a comma, (ii) replacing the period at the end of clause (iv) thereof with the word "and", and (iii) inserting a new clause (v) at the end of said Section 9.05(b) to read as follows: "(v) purchases, redemptions or retirements of Indebtedness permitted under Section 9.17." 3. Section 9.09 of the Credit Agreement shall be amended by (i) deleting the word "and" at the end of clause (b) thereof, (ii) replacing the period at the end of clause (c) thereof with a semicolon immediately followed by the word "and" and (iii) inserting a new clause (d) at the end of said Section 9.09 to read as follows: "(d) make Restricted Payments to Holdings to enable Holdings to meet scheduled cash interest obligations with respect to not more than $120,000,000 in aggregate principal amount of the outstanding 1999 Holdings Senior Notes." 4. Section 9.16 of the Credit Agreement shall be amended by amending clause (b) thereof to read in its entirety as follows: "(b) any provision of the Senior Notes Indentures, except for any modification, supplement or waiver with respect thereto made in connection with the 1995 Senior Notes Tender Offer that eliminates, or makes less restrictive (from the standpoint of the Borrower), any provision of the Senior Notes Indentures or the 1995 Senior Notes." 5. Section 9.17 of the Credit Agreement shall be amended by inserting a new sentence at the end thereof to read as follows: "In addition to the foregoing, the Borrower may repurchase or redeem the 1995 Senior Notes pursuant to the 1995 Senior Notes Tender Offer with the proceeds of capital contributions to the Borrower from Holdings made with a portion of the proceeds of the issuance of the 1999 Holdings Senior Notes; provided that holders of at least a majority in the aggregate principal amount of the 1995 Senior Notes shall have tendered the 1995 3 Senior Notes held by them and consented to the proposed amendments to the 1995 Senior Notes Indenture and the 1995 Senior Notes pursuant to the 1995 Senior Notes Tender Offer." Section 3. Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement set forth in said Section 2 shall become effective as of the date hereof, subject to the conditions precedent that the Administrative Agent shall have received (a) written consent to its execution and delivery of this Amendment No. 3 by the Majority Lenders and (b) one or more counterparts of this Amendment No. 3 duly executed and delivered by the Borrower and the Subsidiary Guarantors (or other evidence of such execution and delivery satisfactory to the Administrative Agent). Section 4. Representations and Warranties. The Borrower represents and warrants to the Lenders that (a) the representations and warranties set forth in Section 8 of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and as if each reference to "this Agreement" included reference to this Amendment No. 3 and (b) both immediately before and after giving effect to the amendments to the Credit Agreement set forth above, no Default shall have occurred and be continuing. Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 3 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 3 by signing any such counterpart. This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day and year first above written. PREMIER PARKS OPERATIONS INC. By: /s/ James F. Dannhauser ------------------------------ Name: James F. Dannhauser Title: Chief Financial Officer 5 SUBSIDIARY GUARANTORS FUNTIME PARKS, INC. TIERCO MARYLAND, INC. TIERCO WATER PARK, INC. FRONTIER CITY PROPERTIES, INC. WYANDOT LAKE, INC. DARIEN LAKE THEME PARK AND CAMPING RESORT, INC. FUNTIME, INC. PREMIER WATERWORLD CONCORD INC. PREMIER WATERWORLD SACRAMENTO INC. PARK MANAGEMENT CORP. INDIANA PARKS, INC. AURORA CAMPGROUND, INC. OHIO CAMPGROUNDS INC. OHIO HOTEL LLC GREAT ESCAPE HOLDING INC. STUART AMUSEMENT COMPANY RIVERSIDE PARK ENTERPRISES, INC. RIVERSIDE PARK FOOD SERVICES, INC. PREMIER PARKS OF COLORADO INC. KKI, LLC GREAT ESCAPE LLC GREAT ESCAPE THEME PARK LLC PREMIER INTERNATIONAL HOLDINGS, INC. By: /s/ James F. Dannhauser ------------------------------ Name: James F. Dannhauser Title: Chief Financial Officer 6 ELITCH GARDENS L.P. By Premier Parks of Colorado, Inc., its general partner By: /s/ James F. Dannhauser --------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer FRONTIER CITY PARTNERS LIMITED PARTNERSHIP By Frontier City Properties, Inc. its general partner By: /s/ James F. Dannhauser --------------------------------- Name: James F. Dannhauser Title: Chief Financial Officer ADMINISTRATIVE AGENT THE BANK OF NEW YORK, as Administrative Agent By: /s/ Brian Weddington --------------------------------- Name: Brian Weddington Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----