EXHIBIT E
July ____, 1995
To the Purchaser
of the Corporation's
9.5% Senior Subordinated
Convertible Notes
Reference is made to the Convertible Note Purchase Agreement
(the "Agreement"), entered into between Premier Parks Inc.
(formerly The Tierco Group, Inc., the "Corporation") and you, dated
March 3, 1995. Capitalized terms used herein and not otherwise
defined herein shall have the meaning ascribed to them under the
Agreement.
The Corporation hereby offers to you the opportunity to
convert, pursuant to Article XII of the Agreement, all of the
unpaid principal amount of the Notes held by you into shares of
Common Stock of the Corporation at a conversion price per share
equal to $1.25 (subject to adjustment as set forth under said
Article XII), provided such conversion occurs on or prior to the
date of the consummation (the "Closing") of the merger of the
Corporation's wholly-owned subsidiary into Funtime Parks, Inc.
pursuant to the Agreement and Plan of Merger dated June 30, 1995.
The Corporation will give to you at least five business days' prior
written notice of the Closing ("business day" for purposes hereof
to mean any day on which banks are not authorized or required to
close in the City of New York).
Notwithstanding the foregoing, upon such conversion, the
Corporation will also issue you as a premium for your conversion an
additional number of shares of Common Stock. The number of
additional shares will depend on the date of the Closing. If the
Closing occurs on August 15, 1995, the premium would aggregate
275,312 shares for all Notes (or 3,933 shares for each $100,000
principal amount of Notes) (allocated pro rata among the Notes
based on the principal thereof). If the Closing occurs earlier or
later, the premium will be proportionately increased or decreased,
respectively, on the basis of 1,350 shares per day for all Notes
(allocated pro rata among the Notes based on the principal
thereof). The foregoing premium shall be subject to appropriate
adjustment in the event of any adjustment in such conversion price
as set forth under said Article XII.
In order to exercise the conversion privilege, you must
surrender the Note accompanied by a completed notice of conversion,
annexed thereto as Exhibit A to the Corporation at the offices of
the Corporation at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attn: Xxxxxx X. Xxxxx, as contemplated by Section 12.2
of the Agreement.
PREMIER PARKS INC.
By: s/Xxxxxx X. Xxxxx
---------------------------
Chairman and
Chief Executive Officer
The undersigned hereby consents to the conversion of all of the
unpaid principal amount of the Notes held by the undersigned,
subject to the occurrence of Closing pursuant to the Subscription
Agreement dated this date executed by the undersigned to the
Corporation. This consent shall operate through September 30,
1995, at which time it shall have no further effect.
HANSEATIC CORPORATION
By: s/Xxxx X. Xxxxxxxxx
---------------------------
Xxxx X. Xxxxxxxxx
