Exhibit (4).2-1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE dated as of November , 1995, between
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PREMIER PARKS INC., a Delaware corporation (the "Company"); FUNTIME PARKS, INC.,
an Ohio corporation, FUNTIME, INC., an Ohio corporation, WYANDOT LAKE, INC., an
Ohio corporation, DARIEN LAKE THEME PARK AND CAMPING RESORT, INC., a New York
corporation, D.L. HOLDINGS, INC., an Ohio corporation, TIERCO WATER PARK, INC.,
an Oklahoma corporation, FRONTIER CITY PROPERTIES, INC., an Oklahoma
corporation, and FRONTIER CITY PARTNERS, LIMITED PARTNERSHIP, an Oklahoma
limited partnership (collectively, the "Note Guarantors"); and UNITED STATES
TRUST Company, a New York corporation, (the "Trustee").
RECITALS
WHEREAS, the Company, the Note Guarantors and the Trustee entered into an
Indenture, dated as of August 15, 1995 (the "Indenture"), pursuant to which the
Company issued $90,000,00 in principal amount of 12% Senior Notes due 2003 (the
"Securities") (capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Indenture); and
WHEREAS, Section 9.01 of the Indenture provides that the Company, the Note
Guarantors and the Trustee may amend the Indenture without notice to or consent
of the Holders to (A) cure any ambiguity, omission, defect or inconsistency in
the Indenture, and (B) make any change in the Indenture that does not adversely
affect the rights of any Securityholder; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the
Certificate of Incorporation and By-Laws of the Company, the Note Guarantors and
of the Trustee necessary to make this First Supplemental Indenture a valid
instrument legally binding on the Company and the Trustee, in accordance with
its terms, have been duly done and performed.
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Note Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Securities as follows:
ARTICLE 1
Section 1.1 First Supplemental Indenture. This First Supplemental
Indenture is supplemental to the Indenture and does and shall be deemed to form
a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.
Section 1.2 Effective Date. This First Supplemental Indenture shall
become effective immediately upon its execution and delivery by each of the
Company, the Note Guarantors and the Trustee.
Section 1.3 Amendment to Section 2.02 of Indenture. The fourth
paragraph of Section 2.02 of the Indenture is hereby amended by deleting
therefrom the figure "$85,000,000" and replacing such figure with the figure
"$90,000,000".
Section 1.4 Amendment to Section 6.07 of Indenture. Section 6.07 of the
Indenture is hereby amended by adding the phrase "(including against any Note
Guarantor)" immediately after the word "enforcement" in the ninth line of
Section 6.07.
Section 1.5 Amendment to Section 10.01 of Indenture. The sixth
paragraph of Section 10.01 of the Indenture is hereby amended by deleting from
the ninth line thereof the phrase ", upon receipt of written demand by the
Trustee,".
ARTICLE 2
Section 2.1 Incorporation of First Supplemental Indenture, Ratification
of Indenture. All of the provisions of this First Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this First Supplemental Indenture,
shall be read, taken and construed as one and the same instrument. Except as
otherwise expressly modified herein, the Indenture shall remain in full force
and effect and is hereby ratified.
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Section 2.2 Headings. The headings of the Articles and Sections of this
First Supplemental Indenture have been inserted for convenience of reference
only and are not to be considered a part of this First Supplemental Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.3 Counterpart Originals. The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them taken together represent the same agreement.
Section 2.4 Conflict with Trust Indenture Act. If any provision of this
First Supplemental Indenture limits, qualifies or conflicts with the duties
imposed by TIA Sec. 318(c), the imposed duties shall control.
Section 2.5 Successors. All agreements of the Company and the Note
Guarantors in this First Supplemental Indenture shall bind their successors.
All agreements of the Trustee in this First Supplemental Indenture shall bind
its successors.
Section 2.6 Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture, express or implied, shall give to any person other
than the parties hereto and their successors hereunder and the Holders, any
benefit or legal or equitable right, remedy or claim under this First
Supplemental Indenture.
Section 2.7 Defined Terms. Unless otherwise defined in this First
Supplemental Indenture, all terms used in this First Supplemental Indenture
which are defined in the Indenture shall have the meanings ascribed to them in
the Indenture.
Section 2.8 No Representation. The Trustee makes no representation as
to the validity or sufficiency of this First Supplemental Indenture. The
recitals contained herein are recitals of the Company, and the Trustee makes no
representation with respect thereto and shall have no responsibility therefor.
Section 2.9 Governing Law. The internal law of the State of New York
shall govern and be used to construe this First Supplemental Indenture without
regard to principles of conflict of laws.
IN WITNESS WHEREOF, the Company, the Note Guarantors and the Trustee have
caused this First Supplemental Indenture to be duly executed and attested, all
as of the day and year first above written.
PREMIER PARKS INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
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FUNTIME PARKS INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
FUNTIME, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
WYANDOT LAKE, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
DARIEN LAKE THEME PARK AND
CAMPING RESORT, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
D.L. HOLDINGS, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
TIERCO MARYLAND, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
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TIERCO WATER PARK, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
FRONTIER CITY PROPERTIES, INC.,
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
FRONTIER CITY PARTNERS,
Limited Partnership,
by Frontier City Properties,
Inc., as General Partner
by
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Name: Xxxxxx X. Xxxxx
Title: Chairman
UNITED STATES TRUST COMPANY OF
NEW YORK
by
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Name:
Title:
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