ex4-1.htm


     

     

     

    Exhibit 4.1

     

    Execution
Copy

    
 

    SIX
FLAGS OPERATIONS INC.,

    as
Issuer

    


    SIX
FLAGS, INC.,

    as
Parent Guarantor

    


    $400,000,000

    121⁄4%
SENIOR NOTES DUE 2016

    INDENTURE

     

    HSBC
BANK USA, NATIONAL ASSOCIATION,

    as
Trustee

     

    


     

    


     

    Dated as
of June 16, 2008

     

    


     

     

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Table of Contents

     

    Page

     

    ARTICLE I

    DEFINITIONS
AND INCORPORATION BY REFERENCE

    


    
      	
              Section 1.01

            	
              Definitions

            	
              1

            
	
              Section 1.02

            	
              Other
      Definitions

            	
              19

            
	
              Section 1.03

            	
              Reserved

            	
              19

            
	
              Section 1.04

            	
              Trust
      Indenture Act

            	
              20

            
	
              Section 1.05

            	
              Rules
      of Construction

            	
              20

            


    

    


    ARTICLE II

    THE
NOTES

    


    
      	
              Section 2.01

            	
              Issuance
      of Additional Notes

            	
              20

            
	
              Section 2.02

            	
              Payments
      by Company by Wire Transfer

            	
              21

            
	
              Section 2.03

            	
              Form
      and Dating

            	
              21

            
	
              Section 2.04

            	
              Execution
      and Authentication

            	
              22

            
	
              Section 2.05

            	
              Registrar
      and Paying Agent

            	
              22

            
	
              Section 2.06

            	
              Paying
      Agent to Hold Money in Trust

            	
              22

            
	
              Section 2.07

            	
              Holder
      Lists

            	
              23

            
	
              Section 2.08

            	
              Transfer
      and Exchange

            	
              23

            
	
              Section 2.09

            	
              Replacement
      Notes

            	
              34

            
	
              Section 2.10

            	
              Outstanding
      Notes

            	
              34

            
	
              Section 2.11

            	
              Treasury
      Notes

            	
              35

            
	
              Section 2.12

            	
              Temporary
      Notes

            	
              35

            
	
              Section 2.13

            	
              Cancellation

            	
              35

            
	
              Section 2.14

            	
              Defaulted
      Interest

            	
              35

            
	
              Section 2.15

            	
              CUSIP
      Numbers

            	
              35

            


    

    


    ARTICLE III

    REDEMPTION
AND PREPAYMENT

    


    
      	
              Section 3.01

            	
              Notices
      to Trustee

            	
              36

            
	
              Section 3.02

            	
              Selection
      of Notes to Be Redeemed

            	
              36

            
	
              Section 3.03

            	
              Notice
      of Redemption

            	
              36

            
	
              Section 3.04

            	
              Effect
      of Notice of Redemption

            	
              37

            
	
              Section 3.05

            	
              Deposit
      of Redemption Price

            	
              37

            
	
              Section 3.06

            	
              Notes
      Redeemed in Part

            	
              38

            
	
              Section 3.07

            	
              Optional
      Redemption

            	
              38

            
	
              Section 3.08

            	
              Mandatory
      Redemption

            	
              38

            
	
              Section 3.09

            	
              Offer
      to Purchase by Application of Excess Proceeds

            	
              38

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE IV

    COVENANTS

    


    
      	
              Section 4.01

            	
              Payment
      of Notes

            	
              40

            
	
              Section 4.02

            	
              Maintenance
      of Office or Agency

            	
              41

            
	
              Section 4.03

            	
              Reports

            	
              41

            
	
              Section 4.04

            	
              Compliance
      Certificate

            	
              42

            
	
              Section 4.05

            	
              Taxes

            	
              43

            
	
              Section 4.06

            	
              Stay,
      Extension and Usury Laws

            	
              43

            
	
              Section 4.07

            	
              Restricted
      Payments

            	
              43

            
	
              Section 4.08

            	
              Dividend
      and Other Payment Restrictions Affecting Subsidiaries

            	
              45

            
	
              Section 4.09

            	
              Incurrence
      of Indebtedness and Issuance of Preferred Stock

            	
              46

            
	
              Section 4.10

            	
              Asset
      Sales

            	
              49

            
	
              Section 4.11

            	
              Transactions
      with Affiliates

            	
              51

            
	
              Section 4.12

            	
              Liens

            	
              52

            
	
              Section 4.13

            	
              Line
      of Business

            	
              52

            
	
              Section 4.14

            	
              Corporate
      Existence

            	
              52

            
	
              Section 4.15

            	
              Offer
      to Repurchase Upon Change of Control

            	
              52

            
	
              Section 4.16

            	
              Limitation
      on Sale and Leaseback Transactions

            	
              54

            
	
              Section 4.17

            	
              Payments
      for Consent

            	
              54

            
	
              Section 4.18

            	
              Limitation
      on Leases

            	
              54

            
	
              Section 4.19

            	
              Future
      Subsidiary Guarantors

            	
              54

            


    

    


    ARTICLE V

    SUCCESSORS

    


    
      	
              Section 5.01

            	
              Merger,
      Consolidation, or Sale of Assets

            	
              55

            
	
              Section 5.02

            	
              Successor
      Corporation Substituted

            	
              56

            


    

    


    ARTICLE VI

    DEFAULTS
AND REMEDIES

    


    
      	
              Section 6.01

            	
              Events
      of Default

            	
              56

            
	
              Section 6.02

            	
              Acceleration

            	
              58

            
	
              Section 6.03

            	
              Other
      Remedies

            	
              58

            
	
              Section 6.04

            	
              Waiver
      of Past Defaults

            	
              59

            
	
              Section 6.05

            	
              Control
      by Majority

            	
              59

            
	
              Section 6.06

            	
              Limitation
      on Suits

            	
              59

            
	
              Section 6.07

            	
              Rights
      of Holders to Receive Payment

            	
              60

            
	
              Section 6.08

            	
              Collection
      Suit by Trustee

            	
              60

            
	
              Section 6.09

            	
              Trustee
      May File Proofs of Claim

            	
              60

            
	
              Section 6.10

            	
              Priorities

            	
              60

            
	
              Section 6.11

            	
              Undertaking
      for Costs

            	
              61

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE VII

    TRUSTEE

    


    
      	
              Section 7.01

            	
              Duties
      of Trustee

            	
              61

            
	
              Section 7.02

            	
              Rights
      of Trustee

            	
              62

            
	
              Section 7.03

            	
              Individual
      Rights of Trustee

            	
              63

            
	
              Section 7.04

            	
              Trustee’s
      Disclaimer

            	
              64

            
	
              Section 7.05

            	
              Notice
      of Defaults

            	
              64

            
	
              Section 7.06

            	
              Reports
      by Trustee to Holders

            	
              64

            
	
              Section 7.07

            	
              Compensation
      and Indemnity

            	
              64

            
	
              Section 7.08

            	
              Replacement
      of Trustee

            	
              65

            
	
              Section 7.09

            	
              Successor
      Trustee by Merger, etc.

            	
              66

            
	
              Section 7.10

            	
              Eligibility;
      Disqualification

            	
              66

            
	
              Section 7.11

            	
              Preferential
      Collection of Claims Against Company

            	
              66

            


    

    


    ARTICLE VIII

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

    


    
      	
              Section 8.01

            	
              Option
      to Effect Legal Defeasance or Covenant Defeasance

            	
              66

            
	
              Section 8.02

            	
              Legal
      Defeasance and Discharge

            	
              67

            
	
              Section 8.03

            	
              Covenant
      Defeasance

            	
              67

            
	
              Section 8.04

            	
              Conditions
      to Legal or Covenant Defeasance

            	
              68

            
	
              Section 8.05

            	
              Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions

            	
              69

            
	
              Section 8.06

            	
              Repayment
      to Company

            	
              69

            
	
              Section 8.07

            	
              Reinstatement

            	
              70

            


    

    


    ARTICLE IX

    AMENDMENT,
SUPPLEMENT AND WAIVER

    


    
      	
              Section 9.01

            	
              Without
      Consent of Holders

            	
              70

            
	
              Section 9.02

            	
              With
      Consent of Holders

            	
              71

            
	
              Section 9.03

            	
              Compliance
      with Trust Indenture Act

            	
              72

            
	
              Section 9.04

            	
              Revocation
      and Effect of Consents

            	
              72

            
	
              Section 9.05

            	
              Notation
      on or Exchange of Notes

            	
              72

            
	
              Section 9.06

            	
              Trustee
      to Sign Amendments, etc.

            	
              72

            


    

    


    ARTICLE X

    SATISFACTION
AND DISCHARGE

    


    
      	
              Section 10.01

            	
              Satisfaction
      and Discharge

            	
              73

            
	
              Section 10.02

            	
              Deposited
      Cash and Government Securities

            	
              74

            
	
              Section 10.03

            	
              Repayment
      to Company

            	
              74

            
	
              Section 10.04

            	
              Reinstatement

            	
              74

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
ARTICLE XI

    MISCELLANEOUS

    


    
      	
              Section 11.01

            	
              Trust
      Indenture Act Controls

            	
              75

            
	
              Section 11.02

            	
              Notices

            	
              75

            
	
              Section 11.03

            	
              Communication
      by Holders with Other Holders

            	
              76

            
	
              Section 11.04

            	
              Certificate
      and Opinion as to Conditions Precedent

            	
              76

            
	
              Section 11.05

            	
              Statements
      Required in Certificate or Opinion

            	
              76

            
	
              Section 11.06

            	
              Rules
      by Trustee and Agents

            	
              76

            
	
              Section 11.07

            	
              No
      Personal Liability of Directors, Officers, Employees and
      Stockholders

            	
              76

            
	
              Section 11.08

            	
              Governing
      Law; Waiver of Jury Trial

            	
              77

            
	
              Section 11.09

            	
              No
      Adverse Interpretation of Other Agreements

            	
              77

            
	
              Section 11.10

            	
              Successors

            	
              77

            
	
              Section 11.11

            	
              Severability

            	
              77

            
	
              Section 11.12

            	
              Counterpart
      Originals

            	
              77

            
	
              Section 11.13

            	
              Table
      of Contents, Headings, etc.

            	
              77

            
	
              Section 11.14

            	
              Force
      Majeure

            	
              77

            


    

    


    ARTICLE XII

    GUARANTEES

    


    
      	
              Section 12.01

            	
              Notes
      Guarantee

            	
              78

            
	
              Section 12.02

            	
              Subrogation

            	
              79

            
	
              Section 12.03

            	
              Limitation
      of Guarantee

            	
              79

            
	
              Section 12.04

            	
              Notation
      Not Required

            	
              79

            
	
              Section 12.05

            	
              Successors
      and Assigns

            	
              79

            
	
              Section 12.06

            	
              No
      Waiver

            	
              79

            
	
              Section 12.07

            	
              Modification

            	
              79

            


    

    


     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE

     

    
      	
              Trust
      Indenture Act Section

            	
              Indenture
      Section

            
	
              310(a)(1)

            	
              7.10

            
	
              (a)(2)

            	
              7.10

            
	
              (a)(3)

            	
              N.A.

            
	
              (a)(4)

            	
              N.A.

            
	
              (a)(5)

            	
              7.10

            
	
              (b)

            	
              7.10

            
	
              (c)

            	
              N.A.

            
	
              311(a)

            	
              7.11

            
	
              (b)

            	
              7.11

            
	
              (c)

            	
              N.A.

            
	
              312(a)

            	
              2.05

            
	
              (b)

            	
              11.03

            
	
              (c)

            	
              11.03

            
	
              313(a)

            	
              7.06

            
	
              (b)(1)

            	
              11.03

            
	
              (b)(2)

            	
              7.06,
      7.07

            
	
              (c)

            	
              7.06,
      11.02

            
	
              (d)

            	
              7.06

            
	
              314(a)

            	
              4.03,
      11.02

            
	
              (b)

            	
              N.A.

            
	
              (c)(1)

            	
              11.04

            
	
              (c)(2)

            	
              11.04

            
	
              (c)(3)

            	
              N.A.

            
	
              (d)

            	
              N.A.

            
	
              (e)

            	
              11.05

            
	
              (f)

            	
              N.A.

            
	
              315(a)

            	
              7.01

            
	
              (b)

            	
              7.05,
      11.02

            
	
              (c)

            	
              7.01

            
	
              (d)

            	
              7.01

            
	
              (e)

            	
              6.11

            
	
              316(a)
      (last sentence)

            	
              2.11

            
	
              (a)(1)(A)

            	
              6.05

            
	
              (a)(1)(B)

            	
              6.04

            
	
              (a)(2)

            	
              N.A.

            
	
              (b)

            	
              6.07

            
	
              (c)

            	
              2.14

            
	
              317(a)(1)

            	
              6.08

            
	
              (a)(2)

            	
              6.09

            
	
              (b)

            	
              2.06

            
	
              318(a)

            	
              11.01

            
	
              (b)

            	
              N.A.

            
	
              (c)

            	
              11.01

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

        
          

        

      

      N.A.
means not applicable

       

    

    *This
Cross-Reference Table is not part of the Indenture

     

     

     

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INDENTURE, dated as of
June 16, 2008, among Six Flags Operations Inc., a Delaware corporation (the
“Company”), Six
Flags, Inc., a Delaware corporation (the “Parent Guarantor”)
and HSBC Bank USA, National Association, a national banking association, as
trustee (the “Trustee”).

     

    The
Company, the Parent Guarantor and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 121⁄4%
Senior Notes due 2016 (the “Notes”).

     

    ARTICLE
I

    
DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01     Definitions.

     

    “144A Global Note”
means one or more global notes in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that
will represent the aggregate principal amount of the Notes sold in reliance on
Rule 144A.

     

    “Accredited Investor”
means an “accredited investor” as defined in Rule 501(a) under the Securities
Act, that is not also a QIB.

     

    “Acquired Debt” means,
with respect to any specified Person, (i) Indebtedness of any other Person
existing at the time the other Person is merged with or into or becomes a
Subsidiary of the specified Person, including, without limitation, Indebtedness
incurred in connection with, or in contemplation of, the other Person merging
with or into or becoming a Subsidiary of the specified Person, and
(ii) Indebtedness secured by a Lien encumbering any asset acquired by the
specified Person.

     

    “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the specified
Person.  For purposes of this definition, “control” (including,
with correlative meanings, the terms “controlling,” “controlled by” and
“under common control
with”), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of the Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10%
or more of the Voting Stock of a Person shall be deemed to be
control.

     

    “Agent” means any
Registrar, Paying Agent or co-registrar.

     

    “AI Restricted Definitive
Note” means a Definitive Note in the form of Exhibit A hereto bearing the
Private Placement Legend, the Holder of which is an Accredited
Investor.

     

    “Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Asset Sale” means
(i) the sale, conveyance or other disposition of any assets or rights
(including, without limitation, by way of a sale and leaseback) other than sales
of inventory in the ordinary course of business; provided that the sale,
conveyance or other disposition of all or substantially all of the assets of the
Company and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.15 and/or Section 5.01 hereof and not by Section 4.10
hereof, and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company’s Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $10.0 million or (b) for net proceeds in excess of $10.0
million. Notwithstanding the preceding, the following items will not be
deemed to be Asset Sales:  (i) a transfer of assets by the
Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company
or to another Restricted Subsidiary, (ii) an issuance of Equity Interests
by a Restricted Subsidiary to the Company or to another Restricted Subsidiary,
(iii) the issuance of Equity Interests by a Restricted Subsidiary to any
employee thereof or as consideration for the acquisition of all or substantially
all of the assets of, or a majority of the Voting Stock of, any Person (or a
business unit or division of the Person), provided that the primary business of
such Person (or the unit or division) is a Permitted Business, and (iv) a
Restricted Payment that is permitted by Section 4.07 hereof.

     

    “Attributable Debt” in
respect of a sale and leaseback transaction means, at the time of determination,
the present value (discounted at the rate of interest implicit in the
transaction, determined in accordance with GAAP) of the obligation of the lessee
for net rental payments during the remaining term of the lease included in the
sale and leaseback transaction (including any period for which the lease has
been extended or may, at the option of the lessor, be extended).

     

    “Bankruptcy Law” means
Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.

     

    “Board of Directors”
of a Person means the Board of Directors of such Person or any authorized
committee of such Board of Directors.

     

    “Business Day” means
any day other than a Legal Holiday.

     

    “Capital Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at this
time be required to be capitalized on a balance sheet in accordance with
GAAP.

     

    “Capital Stock” means
(i) in the case of a corporation, corporate stock, (ii) in the case of
an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

     

    “Cash Equivalents”
means (i) United States dollars or foreign currency, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (iii) certificates of deposit
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any lender party to the Credit
Facilities or with any commercial bank having capital and surplus in excess of
$500.0 million and a Fitch Rating of “B” or better,
(iv) repurchase obligations with a term of not more than thirty days for
underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial institution meeting the qualifications
specified in clause (iii) above, (v) commercial paper having the highest
rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s
Corporation and in each case maturing within one year after the date of
acquisition, (vi) securities with maturities of six months or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority
of any state, commonwealth or territory, the securities of which state,
commonwealth, territory, political subdivision or taxing authority (as the case
may be) are rated at least “A” by Standard &
Poor’s Corporation or “A” by Moody’s
Investors Service, Inc. and (vii) money market funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds described in
clauses (i) through (vi) of this definition.  For the avoidance
of doubt, Cash Equivalents shall not include auction rate or similar securities
where the obligor is not absolutely required to redeem or repay the Indebtedness
in question within the applicable time period set forth above.

     

    “Change of Control”
means the occurrence of any of the following:  (i) the sale,
lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Parent Guarantor and its Subsidiaries or
the Company and its Subsidiaries, in each case, taken as a whole to any “person” (as this term
is used in Section 13(d)(3) of the Exchange Act), (ii) the adoption of
a plan relating to the liquidation or dissolution of the Parent Guarantor or the
Company, (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that (a) any
“person” (other
than the Parent Guarantor or a Wholly Owned Parent Subsidiary) becomes the
“beneficial
owner” (as such terms are defined in Rule 13d-3 and Rule 13d-5
under the Exchange Act), directly or indirectly, of more than 35% of the Voting
Stock of the Company or the Parent Guarantor, or (b) the Parent Guarantor or a
Wholly Owned Parent Subsidiary ceases to be the “beneficial owner” (as that term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act),
directly or indirectly, of 50% or more of the Voting Stock of the Company, and
(iv) the first day on which a majority of the members of the Board of
Directors of the Company or the Parent Guarantor are not Continuing
Directors.

     

    “Clearstream” means
Clearstream Banking, S.A.

     

    “Company” means Six
Flags Operations Inc., and any and all successors thereto.

     

    “Consolidated Cash
Flow” means, for any period, the sum, for the Company and its Restricted
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following, in each case determined before interest
income or expense and extraordinary, nonrecurring or unusual items (and
excluding all barter and trade transactions): (i) operating income (or loss) for
such period, excluding (a) any gains or losses for such period

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    attributable
to any sale, lease, sale and leaseback, assignment, conveyance, transfer or
other disposition of any right or interest in or to property of any kind
whatsoever, whether real property, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock or assets (each, a
“Disposition”), other than in the ordinary course of business, (b) any earnings
or charges for such period resulting from the write-up or write-down of any
property or assets of the Company or any of its Restricted Subsidiaries, (c) any
other non-cash charges, including any write-offs or write-downs reducing
operating income for such period (provided that if any such non-cash charges
represent an accrual or reserve for potential cash items in any future period,
the cash payment in respect thereof in such future period shall be subtracted
from Consolidated Cash Flow to such extent, and excluding amortization of a
prepaid cash item that was paid in a prior period and that reduced Consolidated
Cash Flow in such prior period), (d) any expenses or charges (other than
depreciation or amortization expense) related to any equity offering,
Investment, acquisition, disposition, or recapitalization permitted hereunder or
the incurrence of Indebtedness permitted to be incurred hereunder (including a
refinancing thereof) (whether or not successful), including (A) such fees,
expenses or charges related to the Six Flags Credit Facility and (B) any
amendment or other modification of such Indebtedness and, in each case, deducted
(and not added back) in computing operating income, (e) the effects of
adjustments in the inventory, property and equipment, software, goodwill, other
intangible assets, in-process research and development, deferred revenue and
debt line items in such Person’s consolidated financial statements pursuant to
GAAP resulting from the application of purchase accounting in relation to any
consummated acquisition or the amortization or write-off of any amounts thereof,
net of taxes, (f) any non-cash compensation charge or expense, including any
such charge arising from the grants of stock appreciation or similar rights,
stock options, restricted stock or other rights, (g) an amount equal to the
percentage interest of the Company and any Restricted Subsidiary of the Company
in the Consolidated Cash Flow (determined in accordance with this definition) of
any Person in which the Company or such Restricted Subsidiary has an Investment
accounted for under the equity method unless, at the time of such calculation,
the Company or such Restricted Subsidiary is contractually entitled to receive a
distribution thereof and such cash is then available for distribution to the
Company or such Restricted Subsidiary and (h) (A) any net unrealized gain or
loss (after any offset) resulting in such period from obligations under any all
interest rate or currency swaps, caps or collar agreements, foreign exchange
agreements, commodity contracts or similar arrangements entered into by the
Company or any of its Subsidiaries providing for protection against fluctuations
in interest rates, currency exchange rates, commodity prices or the exchange of
nominal interest obligations, either generally or under specific
contingencies.  For avoidance of doubt, Hedging Agreements shall
include any interest rate swap or similar agreement that provides for the
payment by the Company or any of its Subsidiaries of amounts based upon a
floating rate in exchange for receipt by the Company or such Subsidiary of
amounts based upon a fixed rate (each, a “Hedging Agreement”) and the
application of Statement of Financial Accounting Standards No. 133 and (B) any
net unrealized gain or loss (after any offset) resulting in such period from
currency translation gains or losses including those (x) related to currency
remeasurements of Indebtedness and (y) resulting from Hedging Agreements for
currency exchange risk (provided that the cash costs of any such Hedging
Agreements or currency remeasurements in such period shall be subtracted from
Consolidated Cash Flow), plus (ii) cash received for such period from
investments of the Company or any of its Restricted Subsidiaries in partnerships
or any Person for which the investment is accounted for by the equity
method),

     

    
      
        
        

      

      
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    plus
(iii) depreciation, amortization and other non-cash charges (to the extent
deducted in determining operating income, provided that with respect to any such
non-cash charge that constitutes an accrual of or a reserve for cash charges for
any future period, the cash payment in respect thereof in such future period
shall be subtracted from Consolidated Cash Flow) for such
period.  Notwithstanding the foregoing, if during any period for which
Consolidated Cash Flow is being determined the Company and its Restricted
Subsidiaries shall have consummated any acquisition, whether in a single
transaction or series of related transactions, of (i) all or a substantial part
of the assets, or of a business, unit or division, of any Person, whether
through purchase of assets or securities, by merger or otherwise; or (ii) any
Person that becomes a Restricted Subsidiary after giving effect to such
acquisition (each, an “Acquisition”) or Disposition then, for all purposes of
the Indenture, Consolidated Cash Flow shall be determined on a pro forma basis
as if such Acquisition or Disposition had been made or consummated on the first
day of such period.

     

    “Consolidated
Indebtedness” means, with respect to any Person as of any date of
determination, the sum, without duplication, of (i) the total amount of
Indebtedness and Attributable Debt of the Person and its Restricted Subsidiaries
(other than Revolver Indebtedness and the undrawn portion of any outstanding
letters of credit), plus (ii) the average of the amounts of Revolver
Indebtedness outstanding on each of the last day of the four most recent full
fiscal quarters ending immediately prior to the date for which financial
statements have been furnished or are required to be furnished to Holders
pursuant to Section 4.03 hereof, plus (iii) the total amount of
Indebtedness and Attributable Debt of any other Person, to the extent that the
same has been guaranteed by the referent Person or one or more of its Restricted
Subsidiaries, plus (iv) the aggregate liquidation value of all Disqualified
Stock of the Person and all preferred stock of Restricted Subsidiaries of the
Person, in each case, determined on a consolidated basis in accordance with
GAAP.

     

    “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
the Company or the Parent Guarantor who (i) was a member of such Board of
Directors on the date of this Indenture or (ii) was nominated for election
or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
the nomination or election.

     

    “Convertible Preferred
Stock” means the 115,000 shares of the Parent Guarantor’s 7-1/4%
Convertible Preferred Stock underlying the PIERS.

     

    “Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in
Section 11.02 hereof or such other address as to which the Trustee may give
notice in writing to the Company.

     

    “Co-Venture
Partnerships” means (i) Six Flags Over Georgia II, L.P., a Delaware
limited partnership and (ii) Texas Flags, Ltd., a Texas
partnership.

     

    “Credit Facilities”
means, with respect to the Company or any of its Restricted Subsidiaries, one or
more debt facilities (including, without limitation, the Six Flags Credit
Facility) or commercial paper facilities with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of

     

    
      
        
        

      

      
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    receivables
to these lenders or to special purpose entities formed to borrow from these
lenders against the receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

     

    “Currency Agreement”
means in respect of a Person any foreign exchange contract, currency swap
agreement or other similar agreement as to which the Person is a party or a
beneficiary.

     

    “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor
entity thereto.

     

    “Default” means any
event that is or with the passage of time or the giving of notice or both would
be an Event of Default.

     

    “Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Sections 2.03 and 2.08 hereof, in the form of
Exhibit A hereto except that such Note shall not bear the Global Note
Legend and shall not have the “Schedule of Exchanges of
Interests in the Global Note” attached thereto.

     

    “Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form,
The Depository Trust Company and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

     

    “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, at the option of the
holder thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes
mature.  Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof have
the right to require the Company to repurchase the Capital Stock upon the
occurrence of a Change of Control or an Asset Sale will not constitute
Disqualified Stock if the terms of the Capital Stock provide that the Company
may not repurchase or redeem any of the Capital Stock pursuant to such
provisions unless the repurchase or redemption complies with Section 4.07
hereof.

     

    “Distribution Compliance
Period” means the 40-day period as defined in
Regulation S.

     

    “Domestic Subsidiary”
means any Restricted Subsidiary of the Company that is organized under the laws
of the United States of America or any state thereof or the District of
Columbia.

     

    “Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but, without limiting the generality of the foregoing, excluding any debt
security that is convertible into, or exchangeable for, Capital
Stock).

     

    “Euroclear” means
Euroclear S.A./N.V., as operator of the Euroclear system.

     

    
      
        
        

      

      
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    “Event of Default” has
the meaning specified in Section 6.01.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Existing
Indebtedness” means the Indebtedness of the Company and its Restricted
Subsidiaries (other than Indebtedness represented by the Notes and the Six Flags
Credit Facility) in existence on the Issue Date, until such amounts are
repaid.

     

    “Existing Notes” means
up to $280.0 million aggregate principal amount of the 8.875% senior notes due
2010 of the Parent Guarantor (the “2010 Notes”), up to
$374.0 million aggregate principal amount of the 9.75% senior notes due 2013 of
the Parent Guarantor, up to $465.0 million aggregate principal amount of the
9.625% senior notes due 2014 of the Parent Guarantor and up to $280.0 million
aggregate principal amount of the 4.5% convertible senior notes due 2015 of the
Parent Guarantor.

     

    “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in other statements by another entity that have been approved
by a significant segment of the accounting profession, which are in effect from
time to time.

     

    “Global Note Legend”
means the legend set forth in Section 2.08(g)(ii), which is required to be
placed on all Global Notes issued under this Indenture.

     

    “Global Notes” means,
individually and collectively, each of the Restricted Global Note and the
Unrestricted Global Note, in the form of Exhibit A hereto issued in
accordance with Sections 2.03 and 2.08 hereof.

     

    “Government
Securities” means (i) direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of America is
pledged and (ii) money market funds at least 95% of the assets of which
constitute Government Securities of the kinds described in clause (i) of
this definition.

     

    “Governmental
Incentives” means the benefits afforded or available through any economic
incentive program sponsored, offered, or otherwise provided by any nation or
government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities exchange
and any self-regulatory organization (including the National Association of
Insurance Commissioners) having jurisdiction over the business or the property
of the Company and its Subsidiaries, in each case,  in connection with
the development, redevelopment or other improvement in the ordinary course of
business of an amusement park or attraction park owned or leased and operated by
the Company or its Restricted Subsidiaries as of the Issue Date or
thereafter.

     

    “Great Escape
Agreements” means, collectively, (i) that certain Amended and Restated
Operating Agreement of HWP Development LLC dated as of October 29, 2007,
among

     

    
      
        
        

      

      
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    HWP
Management, Inc., BBL HWP LLC, HWP Development Holdings LLC and Leisure Water
LLC, as members, and the following as guarantors or pledgors with respect to
certain obligations (as may be modified, amended, restated and/or substituted,
provided that any such amendment, restatement or substitution would not have a
material adverse effect on the business, property or financial condition of the
Company and its Subsidiaries taken as a whole or the Parent Guarantor and its
Subsidiaries taken as a whole), (ii) any and all agreements delivered pursuant
thereto or in connection therewith or with the development and operation of the
property described therein, including the financing and refinancing thereof and
(iii) any and all agreements, documents or instruments entered into in
connection with any expansion or development of the Great Escape’s lodge or any
hotel or timeshare arrangements located on or adjacent to it.

     

    “Guarantee” means a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner (including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

     

    “Guarantor” means the
Parent Guarantor or any Subsidiary Guarantor.

     

    “Hedging Obligations”
means, with respect to any Person, the obligations of the Person under
(i) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements and (ii) other agreements or arrangements
designed to protect the Person against fluctuations in interest
rates.

     

    “Holder” means a
Person in whose name a Note is registered.

     

    “Indebtedness” means,
with respect to any Person, any indebtedness of the Person, whether or not
contingent:  (i) in respect of borrowed money;
(ii) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);
(iii) in respect of banker’s acceptances; (iv) representing Capital
Lease Obligations; (v) representing the balance deferred and unpaid of the
purchase price of any property, except any balance that constitutes an accrued
expense or trade payable or (vi) representing any Hedging Obligations, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of the Person (whether or not the Indebtedness is assumed
by the Person) and, to the extent not otherwise included, the guarantee by the
Person of any indebtedness of any other Person. The amount of any Indebtedness
outstanding as of any date will be (i) the accreted value thereof, in the
case of any Indebtedness issued with original issue discount, and (ii) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness.  The term
“Indebtedness”
will not include (i) any obligations of the Company or any Restricted
Subsidiary under the Partnership Parks Agreements or the Subordinated Indemnity
Agreement or (ii) any Indebtedness of the Co-Venture Partnerships (or the
general partners thereof), except to the extent guaranteed by the Company or any
Restricted Subsidiary (other than the general partners).

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time.

     

    
      
        
        

      

      
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    “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.

     

    “Interest Payment
Date” shall have the meaning set forth in paragraph 1 of each Note
and, if applicable, any Additional Notes.

     

    “Investments” means,
with respect to any Person, all investments by the Person in other Persons
(including Affiliates) in the form of direct or indirect loans (including
guarantees of Indebtedness or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees and any deposit or advance made pursuant to any contract entered into
in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Equity Interests of
any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to such a sale or disposition, the Person is no longer a
Restricted Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of the sale or disposition equal to the fair market value
of the Equity Interests of the Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07
hereof.

     

    “Issue Date” means
June 16, 2008.

     

    “Leverage Ratio”
means, as of any date of determination, the ratio of: (i) the Consolidated
Indebtedness of the Company as of the date to (ii) the Consolidated Cash Flow of
the Company for the four most recent full fiscal quarters ending immediately
prior to the date for which financial statements have been furnished or are
required to be furnished to Holders pursuant to Section 4.03 hereof,
determined on a pro forma basis after giving effect to all acquisitions or Asset
Sales made by the Company and its Restricted Subsidiaries from the beginning of
the four-quarter period through and including the date of determination
(including any related financing transactions) as if the acquisitions and
dispositions had occurred at the beginning of the four-quarter
period.  In addition, for purposes of calculating the Leverage Ratio:
(i) Acquisitions and Dispositions that have been made by the Company or any of
its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to the reference period and on or prior to the calculation
date will be deemed to have occurred on the first day of the four-quarter
reference period; and (ii) the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the calculation date, will be
excluded.

     

    “Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed.  If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of the asset, whether or not filed,


     

    
      
        
        

      

      
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    recorded
or otherwise perfected under applicable law (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).

     

    “Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to the Asset Sale
(including, without limitation, legal, accounting and investment banking fees,
and sales commissions) and any relocation expenses incurred as a result thereof,
taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), amounts
required to be applied to the repayment of Indebtedness secured by a Lien on the
asset or assets that were the subject of such Asset Sale (other than pursuant to
any Credit Facility) and any reserve for adjustment in respect of the sale price
of the asset or assets established in accordance with GAAP.

     

    “Non-Recourse Debt”
means Indebtedness (i) as to which neither the Company nor any of its
Restricted Subsidiaries (a) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute Indebtedness),
(b) is directly or indirectly liable (as a guarantor or otherwise), or
(c) constitutes the lender; (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness of the Company or any of its
Restricted Subsidiaries to declare a default on the other Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity;
and (iii) as to which the lenders have been notified in writing that they
will not have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.

     

    “Notes” has the
meaning assigned to it in the preamble hereto.

     

    “Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

     

    “Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice
President of such Person.

     

    “Officers’
Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer or the principal accounting officer of the
Company, that meets the requirements of Section 11.05 hereof.

     

    “Opinion of Counsel”
means an opinion from legal counsel that meets the requirements of
Section 11.05 hereof.  The counsel may be an employee of or
internal or other

     

    
      
        
        

      

      
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    counsel
to the Parent Guarantor, the Company or any Subsidiary of the Company or the
Parent Guarantor.

     

    “Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to The Depository Trust Company, shall include Euroclear and
Clearstream).

     

    “Partnership Parks
Agreements” means:

     

    (1)            the
Overall Agreement, dated as of February 15, 1997, as amended as of
May 14, 2008, among Six Flags Fund, Ltd. (L.P.), Salkin Family Trust, SFG,
Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over Georgia, Ltd., SFOG II, Inc., SFOG
II Employee, Inc., SFOG Acquisition A, Inc., SFOG Acquisition B, L.L.C., Six
Flags Over Georgia, Inc., Six Flags Services of Georgia, Inc., Six Flags Theme
Parks Inc. and Six Flags Entertainment Corporation and the Related Agreements
(as defined therein); and

     

    (2)            the
Overall Agreement, dated as of November 24, 1997, as amended as of
May 14, 2008, among Six Flags Over Texas Fund, Ltd., Flags’ Directors,
L.L.C., FD-II, L.L.C., Texas Flags, Ltd., SFOT Employee, Inc., SFOT Acquisition
I, Inc., SFOT Acquisition II, Inc., Six Flags Over Texas, Inc., Six Flags Theme
Parks Inc. and Six Flags Entertainment Corporation and the Related Agreements
(as defined therein);

     

    in each
case, as the same may be modified or amended from time to time after the Issue
Date, provided the modification or amendment does not adversely affect the
interests of the Holders in any material respect.

     

    “Permitted Business”
means any business related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of this
Indenture.

     

    “Permitted
Investments” means an Investment by the Company or any Restricted
Subsidiary in (i) cash or Cash Equivalents, (ii) the Company, a
Restricted Subsidiary or a Person which will, upon the making of the Investment,
become a Restricted Subsidiary; provided, however, that the primary business of
the Restricted Subsidiary is a Permitted Business; (iii) another Person if
as a result of the Investment the other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets (or the assets
of any business unit or division of the Person) to, the Company or a Restricted
Subsidiary; provided, however, that the Person’s (or such unit’s or division’s)
primary business is a Permitted Business; (iv) another Person if the
aggregate amount of all Investments in all the other Persons does not exceed
$25.0 million at any one time outstanding (with each Investment being valued as
of the date made and without giving effect to subsequent changes in value);
provided, however, that the Person’s primary business is a Permitted Business;
(v) promissory notes received as consideration for an Asset Sale which are
secured by a Lien on the asset subject to the Asset Sale; provided that the
aggregate amount of all the promissory notes at any one time outstanding does
not exceed $5.0 million; (vi) non-cash consideration from an Asset Sale
that was made pursuant to and in compliance with Section 4.10 hereof;
(vii) assets acquired solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company;
(viii) receivables owing to the Company or any Restricted Subsidiary, if
created or acquired in

     

    
      
        
        

      

      
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    the
ordinary course of business; (ix) payroll, travel and similar advances that
are made in the ordinary course of business; (x) loans or advances to
employees made in the ordinary course of business consistent with past practices
of the Company or the Restricted Subsidiary; (xi) stock, obligations or
securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments; (xii) Investments in joint ventures pursuant to
which, among other things, the Company or any of its Restricted Subsidiaries is
granted intellectual property rights for the amusement parks and attraction
parks owned or leased and operated by the Company or its Restricted Subsidiaries
as of the Issue Date or thereafter; (xiii) Investments constituting (a)
contributions to the equity of HWP Development LLC whether directly or through
the joint venture contemplated by the Great Escape Agreements, (b) contributions
to such joint venture as contemplated by the Great Escape Agreements and
additional Investments therein and (c) Investments in a joint venture to be
formed for the lease of property and construction of a time share hotel to be
located in Lake George, New York; provided that the aggregate outstanding amount
of all such Investments permitted by this clause (xiii) shall not exceed
$10.0 million; and (xiv) other Investments in any Person at any time
outstanding (such an Investment being measured on the date the Investment was
made and without giving effect to subsequent changes in value) not to exceed
$100.0 million.

     

    “Permitted Liens”
means (i) Liens securing Indebtedness incurred pursuant to clauses (i) and
(iv) of the third paragraph of Section 4.09 hereof; (ii) Liens existing on
the Issue Date (including Liens securing Indebtedness under the Six Flags Credit
Facility); (iii) Liens on property or shares of Capital Stock of another Person
at the time the other Person becomes a Restricted Subsidiary of the Person;
provided, however, that the Liens are not created, incurred or assumed in
connection with, or in contemplation of, the other Person becoming a Restricted
Subsidiary; provided further, however, that the Lien may not extend to any other
property owned by the Person or any of its Restricted Subsidiaries; (iv) Liens
on property at the time the Person or any of its Restricted Subsidiaries
acquires the property, including any acquisition by means of a merger or
consolidation with or into the Person or a Restricted Subsidiary of the Person;
provided, however, that the Liens are not created, incurred or assumed in
connection with, or in contemplation of, the acquisition; provided further,
however, that the Liens may not extend to any other property owned by the Person
or any of its Restricted Subsidiaries; (v) Liens securing Indebtedness or other
obligations of a Restricted Subsidiary of the Company owing to the Company or to
a Subsidiary Guarantor; (vi) Liens securing Hedging Obligations so long as the
related Indebtedness is, and is permitted to be under this Indenture, secured by
a Lien on the same type of property securing the Hedging Obligations; (vii)
Liens to secure any Permitted Refinancing Indebtedness; provided, however, that
(a) the new Lien will be limited to all or part of the same property that
secured the original Indebtedness (plus improvements on the property); and (b)
the Indebtedness secured by the Lien at that time is not increased to any amount
greater than the sum of (A) the outstanding principal amount or, if greater,
committed amount of the Indebtedness refinanced at the time the original Lien
became a Permitted Lien; and (B) an amount necessary to pay any fees and
expenses, including premiums, related to the refinancing, refunding, extension,
renewal or replacement; (viii) licenses, sublicenses, leases and subleases which
do not materially interfere with the ordinary conduct of the business of the
Company and its Restricted Subsidiaries in the ordinary course of business or
materially prejudice the value of any asset subject to any such Lien; (ix) (a)
mortgages, liens, security interests, restrictions or encumbrances that have
been placed by any developer, landlord or other third party on property


     

    
      
        
        

      

      
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    over
which the Company or any Restricted Subsidiary of the Company has easement
rights or on any real property leased by the Company or any Restricted
Subsidiary of the Company and subordination or similar agreements relating
thereto and (b) any condemnation or eminent domain proceedings affecting any
real property; (x) pledges or deposits by the Person under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Indebtedness) or leases to which the Person is a party, or deposits
to secure public or statutory obligations of the Person or deposits of cash or
United States government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case incurred in the ordinary course of
business; (xi) Liens imposed by law, such as carriers’, warehousemen’s and
mechanic’s Liens, in each case for sums not yet due or being contested in good
faith by appropriate proceedings or other Liens arising out of judgments or
awards against such Person with respect to which such Person will then be
proceeding with an appeal or other proceedings for review; (xii) Liens for
property taxes not yet due or payable or subject to penalties for non-payment or
which are being contested in good faith and by appropriate proceedings; (xiii)
minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights of way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions
as to the use of real properties or Liens incidental to the conduct of the
business of the Person or to the ownership of its properties which were not
incurred in connection with Indebtedness and which do not in the aggregate
materially impair the use of the properties in the operation of the business of
the Person; (xiv) Liens securing Purchase Money Indebtedness; provided, however,
that (a) the Indebtedness secured by the Liens is otherwise permitted to be
incurred under this Indenture; (b) the principal amount of any Indebtedness
secured by such a Lien does not exceed the cost of assets or property so
acquired or constructed; and (c) the amount of Indebtedness secured by such a
Lien is not subsequently increased; (xv) Liens arising out of the transactions
contemplated by the Partnership Parks Agreement and the Subordinated Indemnity
Agreement; and (xvi) Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company with respect to obligations
that do not exceed $20.0 million at any one time outstanding.

     

    “Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Indebtedness
of the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: (i) the principal amount (or accreted value,
if applicable) of the Permitted Refinancing Indebtedness does not exceed
the principal amount of (or accreted value, if applicable), plus accrued
interest on, the Indebtedness so extended, refinanced, renewed, replaced,
defeased or refunded (plus the amount of reasonable expenses, including
premiums, incurred in connection therewith); (ii) the Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes, the Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, 

     

    
      
        
        

      

      
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    defeased
or refunded; and (iv) if the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded is Indebtedness of the Company or a Subsidiary
Guarantor, the Permitted Refinancing Indebtedness is incurred only by the
Company or a Subsidiary Guarantor.

     

    “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

     

    “PIERS” means the
Parent Guarantor’s 11,500,000 Preferred Income Equity Redeemable Shares issued
on January 23, 2001.

     

    “Predecessor Note” of
any particular Note means every previous Note evidencing all or portion of the
same Indebtedness as that evidenced by such particular Note; and any Note
authenticated and delivered under Section 2.09 in lieu of a lost, destroyed
or stolen Note shall be deemed to evidence the same Indebtedness as the lost,
destroyed or stolen Note.

     

    “Private Placement
Legend” means the legend set forth in Section 2.08(g)(i) to be
placed on all Notes issued under this Indenture except where otherwise permitted
by the provisions of this Indenture.

     

    “Public Equity
Offering” means an underwritten primary public offering of Equity
Interests (other than Disqualified Stock) of the Company (or of the Parent
Guarantor, provided that the Parent Guarantor promptly contributes the cash
proceeds of such public offering to the common equity capital of the Company)
pursuant to an effective registration statement under the Securities
Act.

     

    “Purchase Money
Indebtedness” means Indebtedness (i) consisting of the deferred
purchase price of property, conditional sale obligations, obligations under any
title retention agreement and other purchase money obligations, in each case
where the maturity of the Indebtedness does not exceed the anticipated useful
life of the asset being financed; and (ii) incurred to finance the
acquisition by the Company or a Restricted Subsidiary of the Company of the
asset, including additions and improvements; provided, however, that any Lien
arising in connection with this type of Indebtedness will be limited to the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property on which the asset is
attached; and provided further, that the Indebtedness is incurred within 180
days after the acquisition, addition or improvement by the Company or Restricted
Subsidiary of the asset.

     

    “QIB” means a “qualified institutional
buyer” as defined in Rule 144A.

     

    “Regular Record Date”
for the interest payable on any Interest Payment Date means the applicable date
specified as a “Record
Date” on the face of the Note.

     

    “Regulation S”
means Regulation S promulgated under the Securities Act.

     

    “Regulation S Global
Note” means a Global Note in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on


     

    
      
        
        

      

      
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    behalf of
and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

     

    “Responsible Officer”
when used with respect to the Trustee, means (a) any officer within the
corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by such Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such Person’s knowledge of and familiarity with the particular
subject and (b) who shall have direct responsibility for the administration
of this Indenture.

     

    “Restricted Definitive
Note” means a Definitive Note bearing the Private Placement
Legend.

     

    “Restricted Global
Note” means a Global Note bearing the Private Placement
Legend.

     

    “Restricted
Investment” means an Investment other than a Permitted
Investment.

     

    “Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that
is not an Unrestricted Subsidiary.

     

    “Restricted Subsidiary
Leverage Ratio” means, as of any date of determination, the ratio of: (i)
the aggregate amount of Consolidated Indebtedness incurred by each Restricted
Subsidiary of the Company (other than the Subsidiary Guarantors) as of the date,
to (ii) the Consolidated Cash Flow of the Company for the four most recent full
fiscal quarters ending immediately prior to the date for which financial
statements have been furnished or are required to be furnished to Holders
pursuant to Section 4.03 hereof, determined on a pro forma basis after
giving effect to all acquisitions or Asset Sales made by the Company and its
Restricted Subsidiaries from the beginning of the four-quarter period through
and including the date of determination (including any related financing
transactions) as if the acquisitions and Asset Sales had occurred at the
beginning of the four-quarter period.  In addition, for purposes of
calculating the Restricted Subsidiary Leverage Ratio: (i) Acquisitions and
Dispositions that have been made by the Company or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to the reference period and on or prior to the calculation date will
be deemed to have occurred on the first day of the four-quarter reference
period; and (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the calculation date, will be excluded.

     

    “Revolver
Indebtedness” means Indebtedness of the Company and its Restricted
Subsidiaries in respect of the revolving credit loans and swingline loans under
the Six Flags Credit Facility.

     

    “Rule 144” means
Rule 144 promulgated under the Securities Act.

     

    
      
        
        

      

      
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    “Rule 144A” means
Rule 144A promulgated under the Securities Act.

     

    “Rule 903” means
Rule 903 promulgated under the Securities Act.

     

    “Rule 904” means
Rule 904 promulgated the Securities Act.

     

    “SEC” means the
Securities and Exchange Commission.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Shared Services
Agreement” means the Amended and Restated Shared Services Agreement,
dated as of January 1, 2006, among the Parent Guarantor, the Company, Six
Flags Theme Parks Inc. and PP Data Services Inc., as the same may be amended
from time to time in a manner not materially adverse to the interests of the
Holders.

     

    “Significant
Subsidiary” means any Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as the
Regulation is in effect on the date of this Indenture.

     

    “Six Flags Credit
Facility” means the $1.125 billion second amended and restated credit
agreement (the size of the facilities under which may be increased to $1.425
billion in accordance with the terms thereof), dated as of May 25, 2007,
among the Parent Guarantor, the Company, Six Flags Theme Parks Inc., certain
foreign subsidiaries from time to time parties thereto, the lenders party
thereto, Lehman Commercial Paper Inc., as co-syndication agent, and the other
agents named therein, as the same may be modified or amended from time to
time.

     

    “Stated Maturity”
means, with respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the original documentation governing the Indebtedness,
and will not include any contingent obligations to repay, redeem or repurchase
the interest or principal prior to the date originally scheduled for the payment
thereof.

     

    “Strategic Equity
Investment” means (i) a cash contribution to the common equity capital of
the Company (or to the common equity capital of the Parent Guarantor, provided
that the Parent Guarantor promptly contributes the cash proceeds to the common
equity capital of the Company) or (ii) a purchase from the Company (or from the
Parent Guarantor, provided that the Parent Guarantor promptly contributes the
cash proceeds to the common equity capital of the Company) of common Equity
Interests (other than Disqualified Stock), in either case by or from a Strategic
Equity Investor and for aggregate cash consideration of at least $25.0
million.

     

    “Strategic Equity
Investor” means, as of any date, any Person (other than an Affiliate of
the Company) engaged in a Permitted Business which, as of the day immediately
before the date, had a Total Equity Market Capitalization of at least $1.0
billion.

     

    “Subordinated Indemnity
Agreement” means the Subordinated Indemnity Agreement, dated as of
April 1, 1998, among the Parent Guarantor, the Company and its
subsidiaries, Time Warner Inc., Time Warner Entertainment Company, L.P. and TW
SPV Co., 

     

    
      
        
        

      

      
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    as the
same may be modified or amended from time to time in a manner not materially
adverse to the interests of the Holders.

     

    “Subsidiary” means
with respect to any Person (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by the Person or one or more of the
other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership or limited liability company (a) the sole general partner or
the managing general partner (or equivalent) of which is the Person or a
Subsidiary of the Person; or (b) the only general partners of which are the
Person or one or more Subsidiaries of the Person (or any combination
thereof).

     

    “Subsidiary Guarantee”
means an unconditional guarantee, on the terms set out in Article XII
hereof, on a joint and several basis, of the full and prompt payment of the
principal of, premium, if any, and interest in respect of the Notes on a senior
basis and all of the Company’s other obligations under this
Indenture.

     

    “Subsidiary Guarantor”
means any Restricted Subsidiary of the Company that has provided a Subsidiary
Guarantee.

     

    “Tax Sharing
Agreement” means that certain Tax Sharing Agreement, effective as of
January 1, 1999 and as amended on or prior to the Issue Date, among the
Parent Guarantor, the Company and those Subsidiaries of the Company that are
parties thereto, as the same may be further amended in a manner not materially
adverse to the interests of the Holders.

     

    “TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA.

     

    “Total Equity Market
Capitalization” of any Person means, as of any day of determination, the
sum of (i) the product of (A) the aggregate number of outstanding
primary shares of (x) common stock of the Person on that day (which will
not include any options or warrants on, or securities convertible or
exchangeable into, shares of common stock of the Person) and (y) preferred
stock of the Person on that day (to the extent listed on a national securities
exchange) multiplied by (B) the average closing price of the common stock
or the preferred stock, as the case may be, listed on a national securities
exchange over the 20 consecutive business days immediately preceding that day,
plus (ii) the liquidation value of any outstanding shares of preferred
stock of the Person on that day not listed on a national securities
exchange.

     

    “Trustee” means the
party named as such in the preamble hereto until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.

     

    “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend.

     

    
      
        
        

      

      
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    “Unrestricted Global
Note” means a permanent Global Note in the form of Exhibit A
attached hereto that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is
deposited with or on behalf of and registered in the name of the Depositary,
representing Notes that do not bear the Private Placement Legend.

     

    “Unrestricted
Subsidiary” means any Subsidiary (other than Six Flags Theme Parks Inc.
or any successor thereto) that is designated by the Board of Directors of the
Company as an Unrestricted Subsidiary pursuant to a Board Resolution; but only
to the extent that the Subsidiary:  (a) has no Indebtedness other
than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of the agreement, contract, arrangement or
understanding are no less favorable to the Company or the Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (c) is a Person with respect to which neither
the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve the Person’s financial condition or to cause the Person to
achieve any specified levels of operating results; (d) has not guaranteed
or otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries; and (e) has at least
one director on its Board of Directors that is not a director or executive
officer of the Company or any of its Restricted Subsidiaries and has at least
one executive officer that is not a director or executive officer of the Company
or any of its Restricted Subsidiaries. Such a designation by the Company’s Board
of Directors will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to the designation and an
Officers’ Certificate certifying that the designation complied with the
foregoing conditions and was permitted by Section 4.07.01
hereof.  If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of the Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Company as of that date (and, if the Indebtedness
is not permitted to be incurred as of that date under Section 4.09 hereof,
the Company will be in default of the covenant).  The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that the designation will be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of the Unrestricted Subsidiary and the designation
will only be permitted if (i) the Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if the designation
had occurred at the beginning of the four-quarter reference period, and
(ii) no Default or Event of Default would be in existence following the
designation.

     

    “U.S. Person” means a
U.S. person as defined in Rule 902(a) under the Securities
Act.

     

    “Voting Stock” of any
Person as of any date means the Capital Stock of the Person that is at the time
entitled to vote by the holder thereof in the election of the Board of Directors
(or comparable body) of the Person.

     

    
      
        
        

      

      
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    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing (i) the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including payment
at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between that date and
the making of the payment, by (ii) the then outstanding principal amount of
the Indebtedness.

     

    “Wholly Owned Parent
Subsidiary” means a Subsidiary of the Parent Guarantor all of the
outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) will at the time be owned by the Parent Guarantor,
or by one or more Wholly Owned Parent Subsidiaries, or by the Parent Guarantor
and one or more Wholly Owned Parent Subsidiaries.

     

    “Wholly Owned Restricted
Subsidiary” of any Person means a Restricted Subsidiary of the Person all
of the outstanding Capital Stock or other ownership interests of which (other
than directors’ qualifying shares) will at the time be owned by the Person or by
one or more Wholly Owned Restricted Subsidiaries of the Person or by the Person
and one or more Wholly Owned Restricted Subsidiaries of the Person.

     

    Section
1.02     Other
Definitions.

     

    
      	
              Term

            	
              Defined
      in
Section

            
	
              “Additional
      Notes”

            	
                 2.01

            
	
              “Affiliate
      Transactions”

            	
               
               4.11

            
	
              “Asset Sale
      Offer”

            	
                   
           4.10

            
	
              “Authentication
      Order”

            	
                        
      2.04

            
	
              “Basket
      Period”

            	
                 4.07

            
	
              “Change of Control
      Offer”

            	
                 4.15

            
	
              “Change of Control
      Payment”

            	
                 4.15

            
	
              “Change of Control
      Payment Date”

            	
                 4.15

            
	
              “Covenant
      Defeasance”

            	
                 8.03

            
	
              “DTC”

            	
                 2.05

            
	
              “Event of
      Default”

            	
                 6.01

            
	
              “Excess
      Proceeds”

            	
                 4.10

            
	
              “incur”

            	
                 4.09

            
	
              “Legal
      Defeasance”

            	
                 8.02

            
	
              “Offer
      Amount”

            	
                 3.09

            
	
              “Offer
      Period”

            	
                 3.09

            
	
              “Paying
      Agent”

            	
                 2.05

            
	
              “Permitted
      Debt”

            	
                 4.09

            
	
              “Purchase
      Date”

            	
                 3.09

            
	
              “Registrar”

            	
                 2.05

            
	
              “Restricted
      Payments”

            	
                 4.07

            


    

    


    Section
1.03     Reserved.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    Section
1.04     Trust
Indenture Act.  Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.

     

    The
following TIA terms used in this Indenture have the following
meanings:

     

    “indenture securities”
means the Notes;

     

    “indenture security
Holder” means a Holder of a Note;

     

    “indenture to be
qualified” means this Indenture;

     

    “indenture trustee” or
“institutional
trustee” means the Trustee; and

     

    “obligor” on the Notes
means the Company and any successor obligor upon the Notes.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    Section
1.05     Rules of
Construction.  Unless
the context otherwise requires:

     

    (1)           a
term has the meaning assigned to it;

     

    (2)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    (3)           “or”
is not exclusive;

     

    (4)           words
in the singular include the plural and in the plural include the
singular;

     

    (5)           provisions
apply to successive events and transactions;

     

    (6)           references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from
time to time; and

     

    (7)           “will”
shall be interpreted to express a command.

     

    ARTICLE
II

     

    THE
NOTES

     

    Section
2.01     Issuance of Additional
Notes.  The
Company may, subject to Section 4.09 hereof, issue additional Notes (“Additional Notes”)
under this Indenture which will have identical terms as the Notes issued on the
Issue Date other than with respect to the date of issuance, issue price and
first payment of interest. The Notes issued on the Issue Date and any Additional
Notes shall be treated as a single class for all purposes under this
Indenture.

     

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    With
respect to any Additional Notes, the Company shall set forth in a Board
Resolution and an Officers’ Certificate, a copy of each of which shall be
delivered to the Trustee, the following information:

     

    (a)           the
aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;

     

    (b)           the
issue price, the issue date and the CUSIP number of such Additional Notes;
and

     

    (c)           whether
such Additional Notes shall be subject to the restrictions on transfer set forth
in Section 2.08 hereof relating to Restricted Global Notes and Restricted
Definitive Notes.

     

    Section
2.02     Payments by Company by Wire
Transfer.  The
Company shall make all interest, premium, if any, and principal payments by wire
transfer of immediately available funds to any Holder who shall have given
written directions to the Company or the Paying Agent to make such payments by
wire transfer pursuant to the wire transfer instructions supplied to the Company
or the Paying Agent by such Holder on or prior to the applicable record
date.

     

    Section
2.03     Form and
Dating.  The
terms and provisions contained in the Notes shall constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be
controlling.  Notes shall be dated the date of their
authentication.

     

    (a)           Global
Notes.

     

    Notes
issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend thereon and the “Schedule of
Exchanges of Interests in the Global Note” attached thereto).  Notes
issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached
thereto).  Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.  Any endorsement of
a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Note Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.08
hereof.

     

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    (b)           Euroclear
and Clearstream Procedures Applicable.

     

    The
provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are
held by Participants through Euroclear or Clearstream.

     

    Section
2.04     Execution and
Authentication.  An
Officer shall sign the Notes for the Company by manual or facsimile
signature.  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

     

    A Note
shall not be valid until authenticated by the manual signature of the
Trustee.  The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

     

    The
Trustee shall, upon a written order of the Company signed by an Officer (an
“Authentication
Order”), authenticate Notes for original issue up to the aggregate
principal amount stated in such Authentication Order.  The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.09 hereof.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Company.

     

    Section
2.05     Registrar and Paying
Agent.  The
Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying
Agent”).  The Registrar shall keep a register of the Notes and
of their transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The term
“Registrar”
includes any co-registrar and the term “Paying Agent”
includes any additional paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company
shall notify the Trustee in writing of the name and address of any Agent not a
party to this Indenture.  If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any of its Subsidiaries may act as Paying Agent
or Registrar.

     

    The
Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.

     

    The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
and to act as Note Custodian with respect to the Global Notes.

     

    Section
2.06      Paying Agent to Hold Money
in Trust.  The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the

     

    


    
      
        
           


        

        
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    payment
of principal, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such
payment.  While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee.  The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee.  Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the
money.  If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

     

    Section
2.07     Holder
Lists.  The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA § 312(a).  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee at least seven Business Days
before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders and the Company
shall otherwise comply with TIA § 312(a).

     

    Section
2.08     Transfer and
Exchange.  (a)  Transfer
and Exchange of Global Notes.  A Global Note may not be transferred as
a whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary,
(ii) the Company in its sole discretion determines that the Global Notes
(in whole but not in part) should be exchanged for Definitive Notes and delivers
a written notice to such effect to the Trustee or (iii) there shall have
occurred and be continuing a Default or Event of Default with respect to the
Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee.  Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.09 and 2.12
hereof.  Every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.08 or Section 2.09 or 2.12 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Note.  A Global
Note may not be exchanged for another Note other than as provided in this
Section 2.08(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.08(b), or (c)
hereof.

     

    (b)           Transfer and Exchange of
Beneficial Interests in the Global Notes.  The transfer and
exchange of beneficial interests in the Global Notes shall be effected through
the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Beneficial interests in the Restricted Global
Notes shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act.  Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or
more of the other following subparagraphs, as applicable:

     

    


    
      
        
           


        

        
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     (i)           Transfer of Beneficial
Interests in the Same Global Note.  Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend and any Applicable Procedures; provided, however, that prior to the
expiration of the Distribution Compliance Period, transfers of beneficial
interests in the Regulation S Global Note may not be made to a U.S. Person
or for the account or benefit of a U.S. Person. Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in an Unrestricted Global
Note.  Except as may be required by Applicable Procedures, no written
orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.08(b)(i).

     

    (ii)           All Other Transfers and
Exchanges of Beneficial Interests in Global Notes.  In
connection with all transfers and exchanges of beneficial interests that are not
subject to Section 2.08(b)(i) above, the transferor of such beneficial
interest must deliver to the Registrar either (A) (1) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase or (B) if permitted under Section 2.08(a) hereof,
(1) a written order from a Participant or an Indirect Participant given to
the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (B)(1) above; provided that in no event
shall Definitive Notes be issued upon the transfer or exchange of beneficial
interests in the Regulation S Global Note prior to (x) the expiration
of the Distribution Compliance Period and (y) the receipt by the Registrar
of any certificates pursuant to Rule 903 under the Securities Act. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.08(h)
hereof.

     

    (iii)           Transfer of Beneficial
Interests in a Restricted Global Note to Another Restricted Global
Note.  A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.08(b)(ii) above and the Registrar
receives the following:

     

    (A)           if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;
and

     

    


    
      
        
           


        

        
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    (B)           if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2)
thereof.

     

    (iv)           Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial
interest in an Unrestricted Global Note or transferred to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note only if the exchange or transfer complies with the requirements of
Section 2.08(b)(ii) above and the Registrar receives the
following:

     

    (A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof;
or

     

    (B)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the
certifications in item (3) thereof;

     

    and, in
each such case, if the Registrar so requests, or the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.

     

    If any
such transfer is effected pursuant to this clause (iv) at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.04
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to this clause (iv).

     

    (v)           Transfer or Exchange of
Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in
Restricted Global Notes Prohibited.  Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, beneficial interests in a Restricted
Global Note.

     

    (c)           Transfer or Exchange of
Beneficial Interests in Global Notes for Definitive Notes.

     

    (i)           Beneficial Interests in
Restricted Global Notes to Restricted Definitive
Notes.  Subject to Section 2.08(a) hereof, if any holder
of a beneficial interest in a

     

    


    
      
        
           


        

        
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    Restricted
Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:

     

    (A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;

     

    (B)           if
such beneficial interest is being transferred to a QIB in accordance with
Rule 144A under the Securities Act, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1)
thereof;

     

    (C)           if
such beneficial interest is being transferred to a “non-U.S. Person” (as defined
in Rule 902(k) of Regulation S) in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2)
thereof;

     

    (D)           if
such beneficial interest is being transferred to an Accredited Investor in
reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) and (C) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (4)
thereof; or

     

    (E)           if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in items (3)(b) thereof.

     

    (ii)           Notwithstanding
Sections 2.08(c)(i)(A) and (C) hereof, a beneficial interest in the
Regulation S Global Note may not be exchanged for a Definitive Note or
transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to (x) the expiration of the Distribution Compliance Period and
(y) the receipt by the Registrar of any certificates required pursuant to
Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a
transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.

     

    (iii)           Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive
Notes.  Subject to Section 2.08(a) hereof, a holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if the Registrar receives the following:

     

    (A)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or

     

    


    
      
        
           


        

        
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    (B)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (3)
thereof;

     

    and, in
each such case, if the Registrar so requests, or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to
the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act.

     

    Upon
satisfaction of the conditions of this clause (iii), the Company shall
execute, and, upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate and deliver to the
Person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount, and the Trustee shall cause the aggregate
principal amount of the applicable Restricted Global Note to be reduced in a
corresponding amount pursuant to Section 2.08(h) hereof.

     

    (iv)           Beneficial Interests in
Unrestricted Global Notes to Unrestricted Definitive
Notes.  Subject to Section 2.08(a) hereof, if any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then, upon satisfaction of the applicable
conditions set forth in Section 2.08(b)(ii) hereof, the Trustee shall cause
the aggregate principal amount of the applicable Unrestricted Global Note to be
reduced accordingly pursuant to Section 2.08(h) hereof, and the Company
shall execute and, upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate and deliver to the
Person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount. Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.08(c)(iv)
shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall deliver such Unrestricted
Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Unrestricted Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.08(c)(iv) shall not bear the
Private Placement Legend.

     

    (d)           Transfer and Exchange of
Definitive Notes for Beneficial Interests in Global Notes.

     

    (i)           Restricted Definitive Notes
to Beneficial Interests in Restricted Global Notes.  If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:

     

    


    
      
        
           


        

        
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    (A)           if
the Holder of such Restricted Definitive Note (other than an AI Restricted
Definitive Note) proposes to exchange such Note for a beneficial interest in a
Restricted Global Note, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (2)(b)
thereof;

     

    (B)           if
such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;

     

    (C)           if
such Restricted Definitive Note is being transferred to a “non-U.S. Person” (as
defined in Rule 902(k) of Regulation S) in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2)
thereof, or

     

    (D)           if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof,

     

    the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B)
above, the 144A Global Note, and in the case of clause (C) above, the
Regulation S Global Note.

     

    (ii)           Restricted Definitive Notes
to Beneficial Interests in Unrestricted Global Notes.  A Holder
of a Restricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if the Registrar receives the
following:

     

    (A)           if
the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in an Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (1)(c) thereof; or

     

    (B)           if
the Holder of such Restricted Definitive Note proposes to transfer such Note to
a Person who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (3)
thereof;

     

    and, in
each such case set forth in this clause (ii) if the Registrar requests or
if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

     

    Upon
satisfaction of the conditions of any of the subparagraphs in this
Section 2.08(d)(ii), the Trustee shall cancel such Restricted Definitive
Note and

     

    


    
      
        
           


        

        
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    increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

     

    (iii)           Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes.  A
Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Unrestricted
Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note at any time.  Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.

     

    (iv)           Transfer or Exchange of
Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes
Prohibited.  An Unrestricted Definitive Note may not be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, beneficial interests in a Restricted Global Note.

     

    (v)           Issuance of Unrestricted
Global Notes.  If any such exchange or transfer from a
Definitive Note to a beneficial interest in an Unrestricted Global Note is
effected pursuant to clauses (ii) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.04
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of Definitive Notes
so transferred.

     

    (e)           Transfer and Exchange of
Definitive Notes for Definitive Notes.  Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 2.08(e), the Registrar shall register the transfer or exchange
of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by such Holder’s attorney, duly authorized in writing.  In addition,
the requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.08(e).

     

    (i)           Restricted Definitive Notes
to Restricted Definitive Notes.  Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:

     

    (A)           if
the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;

     

    (B)           if
the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof;

     

    


    
      
        
           


        

        
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    (C)           if
the transfer will be made to an Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed
in subparagraphs (A) and (B) above, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (4) thereof;
and

     

    (D)           if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.

     

    (ii)           Restricted Definitive Notes
to Unrestricted Definitive Notes.  Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of
an Unrestricted Definitive Note only if the Registrar receives the
following:

     

    (A)           if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d)
thereof; or

     

    (B)           if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (3) thereof;

     

    and, in
each such case set forth in this clause (ii), an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

     

    Upon
satisfaction of the conditions of any of the clauses of
Section 2.08(e)(ii), the Trustee shall cancel the prior Restricted
Definitive Note and the Company shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.04 hereof, the Trustee
shall authenticate and deliver to the Person designated in the instructions an
Unrestricted Definitive Note in the appropriate principal amount.

     

    (iii)           Unrestricted Definitive
Notes to Unrestricted Definitive Notes.  A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note at any
time.  Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.

     

    (f)           Reserved.

     

    


    
      
        
           


        

        
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    (g)           Legends.  The
following legends shall appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

     

    (i)           Private Placement
Legend.

     

    (A)           Except
as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form.

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
“QIB”); (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR
(C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A) UNDER
REGULATION D OF THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT
IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1)
(TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES
ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE
TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER
REASONABLY BELIEVES IS A QIB OR AN ACCREDITED INVESTOR PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB OR AN ACCREDITED INVESTOR, RESPECTIVELY, IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED
THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL
ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE

     

    


    
      
        
           


        

        
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    SECURITIES
LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO
CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY
INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK
THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF
SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.  AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.

     

    (B)           Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(iv), (c)(ii), (c)(iii), (c)(iv), (d)(ii), (d)(iii),
(e)(ii) or (e)(iii) of this Section 2.08 (and all Notes issued in exchange
therefor or substitution thereof) shall not bear the Private Placement
Legend.

     

    (ii)           Global Note
Legend.  Each Global Note shall bear a legend in substantially
the following form:

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THE
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

     

    (h)           Cancellation and/or
Adjustment of Global Notes.

     

    At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.13
hereof.  At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a

     

    


    
      
        
           


        

        
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    Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

     

    (i)           General Provisions Relating
to Transfers and Exchanges.

     

    (i)            A
Holder may transfer or exchange Notes in accordance with this
Indenture.  The Registrar, the Trustee and the Company may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents, and the Company may require a Holder to pay any taxes and fees
required by law or permitted by this Indenture.

     

    (ii)           To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon the
Company’s order.

     

    (iii)           No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.12, 3.06, 3.09, 4.10, 4.15 and
9.05).

     

    (iv)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.

     

    (v)           The
Registrar shall not be required (A) to issue, to register the transfer of
or to exchange any Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of
selection, or (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

     

    (vi)           The
Trustee, any Agent and the Company may deem and treat the Person in whose name
any Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Company shall be affected by
notice to the contrary.

     

    


    
      
        
           


        

        
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    (vii)           The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.04 hereof.

     

    (viii)                      All
certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.08 to effect a registration of
transfer or exchange may be submitted by facsimile.

     

    (ix)           The
Trustee is hereby authorized and directed to enter into a letter of
representation with the Depositary in the form provided by the Company and to
act in accordance with such letter.

     

    (x)            The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depositary Participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

     

    Section
2.09     Replacement
Notes.  If
any mutilated Note is surrendered to the Trustee or the Company or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an Authentication
Order, shall authenticate a replacement Note if the Trustee’s requirements are
met.  An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced.  The Company may charge
for its expenses in replacing a Note.  Every replacement Note issued
in accordance with this Section 2.09 is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

     

    Section
2.10     Outstanding
Notes.  The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this
Section as not outstanding.  Except as set forth in
Section 2.11 hereof, a Note does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Note; however, Notes held by
the Company or a Subsidiary of the Company shall not be deemed to be outstanding
for purposes of Section 3.07(b) hereof.

     

    If a Note
is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser.

     

    If the
principal amount of any Note is considered paid under Section 4.01 hereof,
it ceases to be outstanding and interest on it ceases to accrue.

     

    


    
      
        
           


        

        
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    If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue
interest.

     

    Section
2.11     Treasury
Notes.  In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or by
any Affiliate of the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.

     

    Section
2.12     Temporary
Notes.  Until
certificates representing Notes are ready for delivery, the Company may prepare
and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes.  Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee.  Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

     

    Section
2.13     Cancellation.  The
Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of such canceled Notes (subject to the record
retention requirement of the Exchange Act) in its customary
manner.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for
cancellation.

     

    Section
2.14     Defaulted
Interest.  If
the Company defaults in a payment of interest on the Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof.  The Company shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment.  The Company shall fix or cause
to be fixed each such special record date and payment date; provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest.  At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

     

    Section
2.15     CUSIP
Numbers.  The
Company in issuing the Notes may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the

     

    


    
      
        
           


        

        
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    Notes or
as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee in writing of any change in the
“CUSIP” numbers.

     

    ARTICLE
III

     

    REDEMPTION
AND PREPAYMENT

     

    Section
3.01     Notices to
Trustee.  If
the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at
least 60 days before a redemption date (or such shorter period as allowed by the
Trustee), an Officers’ Certificate setting forth (i) the clause of
this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

     

    Section
3.02      Selection of Notes to Be
Redeemed.  If
less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or in accordance with any
other method the Trustee considers fair and appropriate; provided that no Notes
of $1,000 or less shall be redeemed in part. In the event of partial redemption
by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.  The Trustee shall promptly notify the Company in writing
of the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be
redeemed.  Notes and portions of Notes selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder
are to be redeemed, the entire outstanding amount of Notes held by such Holder,
even if not a multiple of $1,000, shall be redeemed.  Except as
provided in the preceding sentence, provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

     

    Section
3.03     Notice of
Redemption.  Subject
to the provisions of Section 3.09 hereof, at least 30 days but not more
than 60 days before a redemption date, the Company shall mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address.

     

    The
notice shall identify the Notes (including CUSIP numbers) to be redeemed and
shall state:

     

    (a)           the
redemption date;

     

    (b)           the
redemption price;

     

    (c)           if
any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of
such

     

    


    
      
        
           


        

        
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    Note, a
new Note or Notes in principal amount equal to the unredeemed portion shall be
issued upon cancellation of the original Note;

     

    (d)           the
name and address of the Paying Agent;

     

    (e)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;

     

    (f)           that,
unless the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

     

    (g)           the
paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     

    (h)           that
no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Notes.

     

    At the
Company’s written request, the Trustee shall give the notice of redemption in
the Company’s name and at its expense; provided, however, that the Company shall
have delivered to the Trustee, at least 60 days prior to the redemption date (or
such shorter period as allowed by the Trustee), an Officers’ Certificate
requesting that the Trustee give such notice (in the name and at the expense of
the Company) and setting forth the information to be stated in such notice as
provided in the preceding paragraph.

     

    Section
3.04     Effect of Notice of
Redemption.  Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption shall become irrevocably due and payable on the
redemption date at the redemption price.  A notice of redemption may
not be conditional.

     

    Section
3.05     Deposit of Redemption
Price.  One
Business Day prior to any redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and, if applicable, accrued interest on all Notes to be redeemed on that
date.  The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Notes or the portions
of Notes called for redemption.  If a Note is redeemed on or after a
Regular Record Date but on or prior to the related Interest Payment Date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such Regular Record
Date.  If any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

     

    


    
      
        
           


        

        
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    Section
3.06     Notes Redeemed in Part.  Upon
surrender of a Note that is redeemed in part, the Company shall issue and, upon
the Company’s written request, the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

     

    Section
3.07     Optional
Redemption.  (b)  Except
as set forth in clause (b) of this Section 3.07, the Company shall not
have the option to redeem the Notes pursuant to this Section 3.07 prior to
July 15, 2013.  On or after July 15, 2013, the Company may
redeem all or part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on
July 15 of the years indicated below:

     

    
      	
              Year

            	
              Percentage

            
	
              2013

            	
              106.125
      %

            
	
              2014

            	
              103.063
      %

            
	
              2015
      and thereafter

            	
              100.000
      %

            


    

    


    (b)           Notwithstanding
the foregoing, at any time prior to July 15, 2011, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of
Notes (which includes Additional Notes, if any) originally issued under this
Indenture at a redemption price of 112.25% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date, with the net cash proceeds
of one or more Public Equity Offerings and/or the net cash proceeds of a
Strategic Equity Investment; provided that (i) at least 65% of the
aggregate principal amount of Notes (which includes Additional Notes, if any)
originally issued remains outstanding immediately after the occurrence of each
such redemption (excluding registered Notes held by the Company and its
Subsidiaries); and (ii) any such redemption shall occur within 60 days of
the date of the closing of each such Public Equity Offering and/or Strategic
Equity Investment.

     

    (c)           Any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Section 3.01 through 3.06 hereof.

     

    (d)           If
the optional redemption date is on or after a Regular Record Date and on or
before the related Interest Payment Date, the accrued and unpaid interest, if
any, will be paid to the Person in whose name the Note is registered at the
close of business on such record date and no additional interest will be payable
to holders whose Notes will be subject to redemption by the
Company.

     

    Section
3.08     Mandatory
Redemption.  Except
as set forth in Sections 4.10 and 4.15, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the
Notes.

     

    Section
3.09     Offer to Purchase by
Application of Excess Proceeds.  In
the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”),
it shall follow the procedures specified below.

     

    


    
      
        
           


        

        
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    The Asset
Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer
Period”).  No later than five Business Days after the
termination of the Offer Period (the “Purchase Date”), the
Company shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.10 hereof (the “Offer Amount”) or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Asset Sale Offer.  Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

     

    If the
Purchase Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered at the close of business on such
record date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.

     

    Upon the
commencement of an Asset Sale Offer, the Company shall send, by first class
mail, a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer.  The Asset Sale Offer shall be made to all
Holders.  The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

     

    (a)           that
the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

     

    (b)           the
Offer Amount, the purchase price and the Purchase Date;

     

    (c)           that
any Note not tendered or accepted for payment shall continue to accrue
interest;

     

    (d)           that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after
the Purchase Date;

     

    (e)           that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
only elect to have all of such Note purchased and may not elect to have only a
portion of such Note purchased;

     

    (f)           that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice at least three days before the
Purchase Date;

     

    (g)           that
Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased;

     

    


    
      
        
           


        

        
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    (h)           that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Company shall select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Company so that
only Notes in denominations of $1,000, or integral multiples thereof, shall be
purchased); and

     

    (i)           that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).

     

    On or
before the Purchase Date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes
or portions thereof tendered pursuant to the Asset Sale Offer, or if less than
the Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 3.09.  The Company, the Depositary or the Paying Agent,
as the case may be, shall promptly (but in any case not later than five days
after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company, shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder
thereof.  The Company shall publicly announce the results of the Asset
Sale Offer on the Purchase Date.  Other than as specifically provided
in this Section 3.09, any purchase pursuant to this Section 3.09 shall
be made pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     

    ARTICLE
IV

     

    COVENANTS

     

    Section
4.01     Payment of
Notes.  The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest, if any, then
due.

     

    The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum
in excess of the then applicable interest rate on the Notes to the extent
lawful; if applicable, it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest,
if any, (without regard to any applicable grace period) at the same rate to the
extent lawful.

     

    


    
      
        
           


        

        
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    Section
4.02     Maintenance of Office or Agency.  The
Company shall maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     

    The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with
Section 2.05.

     

    Section
4.03     Reports.  Whether
or not required by the rules and regulations of the SEC, so long as any Notes
are outstanding, the Company will furnish to the Holders, by posting on its
internet website (and notifying the Trustee of such posting), within the time
periods specified in the SEC’s rules and regulations: (i) all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC on Forms 10-Q and 10-K if the Company were required to file
such forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” that describes the financial condition and
results of operations of the Company and its consolidated Subsidiaries (showing
in reasonable detail, either on the face of the financial statements or in
the footnotes thereto and in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company) and, with respect to the annual information only, a report
thereon by the Company’s certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K
if the Company were required to file these reports, provided that if the Company
is then a Wholly Owned Parent Subsidiary, the Company’s obligations under the
foregoing clauses (i) and (ii) will be deemed to be satisfied if, in lieu
of the Company’s furnishing within such time periods such information and
reports of the Company, the Parent Guarantor (a) furnishes, by filing with the
SEC and/or posting on its internet website, within such time periods, such
information and reports of the Parent Guarantor (provided that the Parent
Guarantor’s financial statements need not contain any of the information
required by Section 3-10 of Regulation S-X promulgated by the SEC or any
successor provision or interpretation thereof) and (b) furnishes in its earnings
release or such reports for each quarter (including the fourth quarter), the
Leverage Ratio and Restricted Subsidiary Leverage Ratio for the Company as of
the end of each quarter (or, if furnishing the Leverage Ratio in its
earnings

     

    


    
      
        
           


        

        
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    releases
or reports would be prohibited by the rules and regulations of the SEC, makes
the Leverage Ratio available to the Holders no later than the time that such
reports are required to be filed with the SEC).

     

    In
addition, whether or not required by the rules and regulations of the SEC, the
Company or the Parent Guarantor, as the case may be, will file a copy of all of
the information and reports referred to in clauses (i) and (ii) above with
the SEC for public availability within the time periods specified in the SEC’s
rules and regulations (unless the SEC will not accept such a filing) and
make this information available to securities analysts and prospective investors
upon request.

     

    Section
4.04      Compliance
Certificate.  (c)  The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year, an Officers’ Certificate stating that a review of the activities of
the Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect
thereto.

     

    (b)           So
long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03 shall be accompanied by a written
statement of the Company’s independent public accountants (who shall be a firm
of established national reputation) that in connection with the audit for
certification of such financial statements contained in such reports, nothing
has come to their attention that would lead them to believe that the Company has
failed to comply with any provisions of Article 4 or Article 5 hereof
insofar as the provisions relate to accounting matters or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such
violation.

     

    The
Company shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith and in any event within five days upon any Officer becoming
aware of any Default or Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.  In
addition, upon the making of any Restricted Payment for which it is necessary to
calculate the Leverage Ratio, the Company shall deliver an Officers’ Certificate
to the Trustee setting out the Leverage Ratio of the Company and its
consolidated subsidiaries for the relevant period.

     

    


    
      
        
           


        

        
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    Section
4.05     Taxes.  The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to the
Holders.

     

    Section
4.06     Stay, Extension and Usury
Laws.  The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

     

    Section
4.07     Restricted
Payments.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:  (i) declare or pay any dividend or make
any other payment or distribution on account of any Equity Interests of the
Company (including, without limitation, any payment in connection with any
merger or consolidation involving the Company) or to the direct or indirect
holders of any Equity Interests of the Company in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including, without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company; (iii) make any
payment on or with respect to, or purchase, redeem, defease or otherwise acquire
or retire for value any Indebtedness of the Parent Guarantor or Indebtedness of
the Company and its Restricted Subsidiaries that is subordinated to the Parent
Guarantee or the Notes, as applicable, except a payment of interest or principal
at Stated Maturity; or (iv) make any Restricted Investment (all the
payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as “Restricted
Payments”).  The preceding provisions will not
prohibit:  (i) the payment of any dividend within 60 days after
the date of declaration thereof, if at the date of declaration the payment would
have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement, defeasance or other acquisition of any subordinated
Indebtedness or Equity Interests of the Company in exchange for, or out of the
net cash proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Company) of, Equity Interests of the Company (other than
Disqualified Stock); (iii) the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness of the Company and its Restricted
Subsidiaries with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness; (iv) in the event the Parent Guarantor issues
Indebtedness or Equity Interests in exchange for or upon conversion of PIERS (or
Convertible Preferred Stock underlying the PIERS) or the Existing Notes,
Restricted Payments to the Parent Guarantor in cash solely for the purpose of
enabling (and provided the Parent Guarantor uses such cash only for such
purpose) the Parent Guarantor to make cash payments in lieu of the issuance of
fractional shares or denominations of less than $1,000 of Indebtedness, not to
exceed $500,000 in the aggregate in any fiscal year; (v)  the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or the Parent Guarantor from employees, former
employees, directors or former directors of the Parent Guarantor, the Company or
any of its Restricted Subsidiaries (or permitted transferees of employees,
former

     

    


    
      
        
           


        

        
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    employees,
directors or former directors); provided, however, that the aggregate amount of
the repurchases will not exceed $5.0 million in any 12-month period;
(vi)  so long as no Default or Event of Default has occurred and is
continuing (or would result therefrom), Restricted Payments to the Parent
Guarantor in cash solely for the purpose of enabling (and provided the Parent
Guarantor uses such cash only for such purpose) the Parent Guarantor to fund its
obligations under the Partnership Parks Agreements and the Subordinated
Indemnity Agreement; (vii)  so long as no Default or Event of Default
has occurred and is continuing (or would result therefrom), Restricted Payments
to the Parent Guarantor in cash solely for the purpose of enabling (and provided
the Parent Guarantor uses such cash only for such purpose) the Parent Guarantor
to pay cash dividends or interest payable on the PIERS in accordance with the
terms thereof as in effect on the Issue Date or any amendment or modification
after the Issue Date provided the amendment or modification does not adversely
affect the interests of the holders in any material respect (or on any
Indebtedness or preferred stock issued in exchange for, or the net proceeds of
which were used to extend, refinance, renew, replace, defease or refund, the
PIERS), provided that such Indebtedness or preferred stock does not contain
terms that are materially more adverse to the holders on the whole than those
contained in the PIERS); (viii) so long as no Default or Event of Default has
occurred and is continuing (or would result therefrom), Restricted Payments to
the Parent Guarantor in cash solely for the purpose of enabling (and provided
the Parent Guarantor uses such cash only for such purpose) the Parent Guarantor
to pay interest payable on the Existing Notes in accordance with the terms
thereof as in effect on the Issue Date or any amendment or modification after
the Issue Date provided the amendment or modification does not adversely affect
the interests of the holders in any material respect (or on any Indebtedness or
preferred stock issued in exchange for, or the net proceeds of which were used
to extend, refinance, renew, replace, defease or refund, the Existing Notes),
provided that such Indebtedness or preferred stock does not contain terms that
are materially more adverse to the holders on the whole than those contained in
the Existing Notes; (ix) so long as no Default or Event of Default has occurred
and is continuing (or would result therefrom), Restricted Payments to the Parent
Guarantor in cash from the proceeds of borrowings under Credit Facilities that
are drawn after the Issue Date solely for the purpose of enabling (and provided
the Parent Guarantor uses such cash only for such purpose) the Parent Guarantor
to (a) redeem, repay or repurchase the then outstanding PIERS (or the underlying
Convertible Preferred Stock), in each case in accordance with the terms thereof
as in effect on the Issue Date or on such terms or pursuant to any amendment or
modification after the Issue Date provided that such terms or any such amendment
or modification do not adversely affect the interests of the holders in any
material respect, (b) repay the then outstanding principal amount of any of the
2010 Notes or (c) repay the then outstanding principal amount of Indebtedness or
preferred stock issued in exchange for, or the net proceeds of which were used
to extend, refinance, renew, replace, defease or refund, the PIERS or the 2010
Notes, provided that such Indebtedness or preferred stock does not contain terms
that are materially more adverse to the holders on the whole than those
contained in the PIERS or the 2010 Notes; (x) so long as no Default or Event of
Default has occurred and is continuing (or would result therefrom), Restricted
Payments to the Parent Guarantor in cash solely for the purpose of enabling (and
provided the Parent Guarantor uses such cash for only such purpose) to enable
the Parent Guarantor to pay out-of-pocket accounting fees, legal fees and other
administrative expenses incurred in the ordinary course of business pursuant to
the Shared Services Agreement; (xi) so long as no Default or Event of Default
has occurred and is continuing (or would result therefrom), Restricted Payments
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    tax
liabilities of the Parent Guarantor, the Company and their Restricted
Subsidiaries in accordance with the Tax Sharing Agreement; and (xii) so long as
no Default or Event of Default has occurred and is continuing (or would result
therefrom), any other Restricted Payment, provided that the Company would, at
the time of the Restricted Payment and after giving pro forma effect thereto
(including any Indebtedness incurred to finance such Restricted Payment) as if
the Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Leverage Ratio test set forth in the first
paragraph of Section 4.09 hereof.

     

    The
amount of all Restricted Payments (other than cash) will be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or the Subsidiary, as the
case may be, pursuant to the Restricted Payment.  The fair market
value of any assets or securities that are required to be valued by this
Section 4.07 will be determined by the Board of Directors of the Company
whose resolution with respect thereto will be delivered to the
Trustee.  The Board of Directors’ determination will be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if the fair market value exceeds $10.0
million.

     

    Section 4.07.01    
Designation of
Restricted and Unrestricted Subsidiaries.  The
Company’s Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if the designation would not cause a Default; provided
that in no event will the business currently operated by Six Flags Theme Parks
Inc. be transferred to or held by any Unrestricted Subsidiary.  If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, all
outstanding Investments owned by the Company and its Restricted Subsidiaries
(except to the extent repaid in cash) in the Subsidiary so designated will be
deemed to be an Investment at the time of the designation.  All
outstanding Investments will be valued at their fair market value at the time of
the designation.  That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

     

    Section
4.08     Dividend and Other Payment
Restrictions Affecting Subsidiaries.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (i)(a) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits,
or (b) pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries, (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries or (iii) transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. However, the preceding
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (1) Existing Indebtedness and Indebtedness under Credit
Facilities and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of Existing Indebtedness
and Indebtedness under Credit Facilities, provided that the amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to dividend and other payment restrictions than those contained in the
agreements governing the Existing Indebtedness and Indebtedness under Credit
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    Partnership
Parks Agreements or the Subordinated Indemnity Agreement, (3) this
Indenture and the Notes, (4) applicable law, (5) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of the acquisition
(except to the extent the Indebtedness was incurred in connection with or in
contemplation of the acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired, provided that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of
this Indenture to be incurred, (6) customary non-assignment
provisions in leases, licenses or other contracts entered into in the
ordinary course of business, (7) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired,
(8) any agreement for the sale of a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending its sale,
(9) obligations otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 that limit the right of the obligee to dispose
of the assets securing the obligations, (10) provisions with respect to the
disposition or distribution of assets or property in joint venture agreements
and other similar agreements entered into in the ordinary course of business and
(11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business.

     

    Section
4.09     Incurrence of Indebtedness
and Issuance of Preferred Stock.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, “incur”) any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue shares of Disqualified
Stock, and any Subsidiary Guarantor may incur Indebtedness (including Acquired
Debt) or issue shares of preferred stock if the Leverage Ratio would have been
no greater than 6.5 to 1 at the time of incurrence of the Indebtedness or the
issuance of Disqualified Stock or preferred stock, as the case may be, after
giving pro forma effect to the incurrence or issuance as of that date and to the
use of the proceeds therefrom as if the same had occurred at the beginning of
the most recently ended four full fiscal quarter period of the Company for which
financial statements have been furnished or are required to be furnished to
Holders in reports pursuant to Section 4.03 hereof.

     

    The
Company and any Subsidiary Guarantor also will not incur any Indebtedness that
is contractually subordinated in right of payment to any other Indebtedness of
the Company or such Subsidiary Guarantor unless the Indebtedness is also
contractually subordinated in right of payment to the Notes or such Subsidiary
Guarantor’s Subsidiary Guarantee, as the case may be, on substantially identical
terms; provided, however, that no Indebtedness of the Company or a Subsidiary
Guarantor will be deemed to be contractually subordinated in right of payment to
any other Indebtedness of the Company or such Subsidiary Guarantor solely by
virtue of being unsecured.

     

    The first
paragraph of this Section 4.09 will not apply to the incurrence or issuance
of any of the following items (collectively, “Permitted
Debt”):

     

    


    
      
        
           


        

        
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    (i)           the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness under
Credit Facilities (including Guarantees thereof), the incurrence by the Company
and its Restricted Subsidiaries of other Indebtedness (including Acquired Debt
and including Guarantees thereof), the issuance by the Company of Disqualified
Stock and the issuance by Restricted Subsidiaries of preferred stock, in an
amount equal to the greater of (a) $1.425 billion and (b) an amount of
Indebtedness or preferred stock such that both (x) the Restricted Subsidiary
Leverage Ratio would have been no greater than 4.5:1 and (y) the Leverage Ratio
would have been no greater than 6.5 to 1, in the case of both this
clause (b)(x) and (b)(y) at the time of incurrence of the Indebtedness or
the issuance of Disqualified Stock or preferred stock, as the case may be, after
giving pro forma effect to the incurrence or issuance as of that date and to the
use of the proceeds therefrom as if the same had occurred at the beginning of
the most recently ended four full fiscal quarter period of the Company for which
financial statements have been furnished or are required to be furnished to
Holders pursuant to Section 4.03 hereof;

     

    (ii)           the
incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;

     

    (iii)           the
incurrence by the Company of Indebtedness represented by the Notes (other than
any Additional Notes);

     

    (iv)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or the Restricted Subsidiary,
in an aggregate principal amount not to exceed $50.0 million at any time
outstanding;

     

    (v)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace Indebtedness incurred pursuant to the first
paragraph of this Section 4.09, clause (i)(b), (ii) or (iii) above,
this clause (v), or clause (xiii) below;

     

    (vi)           the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however, that:

     

    (a)  if
the Company or a Subsidiary Guarantor is the obligor on any intercompany
Indebtedness, the Indebtedness is, if any Default or Event of Default occurs and
is continuing, expressly subordinated to the prior payment in full in cash of
all Obligations with respect to the Notes (if the Company is such obligor) or
the Subsidiary Guarantee of such Subsidiary Guarantor (if such Subsidiary
Guarantor is such obligor); and

     

    (b)  (A)
any subsequent issuance or transfer of Equity Interests that results in any
intercompany Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary thereof and (B) any sale or other transfer of
any

     

    


    
      
        
           


        

        
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    intercompany
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company will be deemed, in each case, to constitute an
incurrence of intercompany Indebtedness by the Company or the Restricted
Subsidiary, as the case may be, that was not permitted by this
clause (vi);

     

    (vii)           the
incurrence by the Company or any of its Restricted Subsidiaries of (a) Hedging
Obligations that are incurred for the purpose of fixing or hedging interest rate
risk with respect to any floating rate Indebtedness that is permitted by the
terms of this Indenture to be incurred and (b) Currency Agreements that do not
increase the Indebtedness of the Company and its Restricted Subsidiaries
outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates or interest rates or by reason of fees, indemnities and
compensation payable thereunder;

     

    (viii)                      Indebtedness
in respect of performance bonds, letters of credits, surety or appeal bonds,
prior to any drawing thereunder, for or in connection with pledges, deposits or
payments made or given in the ordinary course of business;

     

    (ix)           the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or a Restricted Subsidiary of the Company that was permitted to
be incurred by another provision of this Section 4.09 (including, without
limiting the generality of the foregoing, the guarantee by the Company or any
Subsidiary Guarantor of Existing Indebtedness), subject to the limitations on
Subsidiary Guarantees set forth below in Section 4.19 hereof.

     

    (x)           the
incurrence of any Indebtedness in an aggregate amount not in excess of $20.0
million at any one time outstanding incurred in connection with Governmental
Incentives;

     

    (xi)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in an acquisition permitted under this Indenture, any Permitted Investment or
any sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition of any property permitted under this Indenture, in each case to the
extent constituting indemnification obligations or obligations in respect of
purchase price (including earn-outs) or other similar adjustments;

     

    (xii)           the
incurrence of Indebtedness consisting of (a) the financing of insurance premiums
or (b) take-or-pay obligations contained in supply arrangements, in each case,
in the ordinary course of business; and

     

    (xiii)                      the
incurrence by the Company or any Restricted Subsidiary of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (xiii), not to exceed $75.0 million.

     

    Notwithstanding
the foregoing, any Indebtedness or Disqualified Stock issued by the Company or
any Indebtedness or preferred stock of its Restricted Subsidiaries (other than
pursuant to clause (i) above) in exchange for, or the net proceeds of which
were used to extend,

     

    


    
      
        
           


        

        
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    refinance,
renew, replace, defease or refund, the PIERS and/or the Existing Notes (other
than the 2010 Notes), including any Guarantee of any such refinancing, shall be
required to have a final maturity date later than the final maturity date of,
and have a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Notes.

     

    For
purposes of determining compliance with this Section 4.09, in the event
that an item of Indebtedness (including Acquired Debt) meets the criteria
of more than one of the categories of Permitted Debt described in
clauses (i) through (xiii) above or is entitled to be incurred pursuant to
the first paragraph of this Section 4.09, the Company will, in its
sole discretion, classify (or later reclassify in whole or in part, in its sole
discretion) the item of Indebtedness in any manner that complies with this
Section 4.09; provided, however, that any Indebtedness represented by the
Six Flags Credit Facility that is outstanding on the Issue Date (the
“Outstanding SFCF Indebtedness”), and any Indebtedness issued in exchange for,
or the net proceeds of which were used to extend, refinance, renew, replace,
defease or refund, the Outstanding SFCF Indebtedness, shall be deemed to have
incurred pursuant to clause (i)(a) above and may not later be
reclassified.  Accrual of interest, accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, and the payment of dividends on
preferred stock in the form of additional shares of the same class of preferred
stock will not be deemed to be an incurrence of Indebtedness or an issuance of
preferred stock for purposes of this Section 4.09; provided, in each case,
that the amount thereof is included in Consolidated Indebtedness of the Company
as accrued.

     

    Section
4.10     Asset
Sales.  The
Company will not, and will not permit any of its Restricted Subsidiaries to
consummate an Asset Sale unless (i) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of the Asset
Sale at least equal to the fair market value, as determined in good faith by the
Board of Directors of the Company, of the assets or Equity Interests issued or
sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents. For purposes of this Section 4.10, each of the
following will be deemed to be cash:  (a) any liabilities (as
shown on the Company’s or the Restricted Subsidiary’s most recent balance sheet)
of the Company or any Restricted Subsidiary (other than contingent liabilities
and liabilities that are by their terms subordinate to the Notes) that are
assumed by the transferee of any assets that releases the Company or the
Restricted Subsidiary from further liability or, in the case of the sale of
Capital Stock, that are assumed by the transferee by operation of law and
(b) any securities, notes or other obligations received by the Company or
the Restricted Subsidiary from the transferee that are promptly (subject to
ordinary settlement periods) converted by the Company or the Restricted
Subsidiary into cash (to the extent of the cash received in that
conversion).

     

    Notwithstanding
the immediately preceding paragraph, the Company and its Restricted Subsidiaries
will be permitted to consummate an Asset Sale without complying with that
paragraph if (1) the Company or the applicable Restricted Subsidiary,
as the case may be, receives consideration at the time of that Asset Sale at
least equal to the fair market value of the assets or other property sold,
issued or otherwise disposed of (as determined in good faith by the Board of
Directors of the Company or the applicable Restricted Subsidiary) and
(2) at least 75% of the consideration of that Asset Sale constitutes assets
or other property of a kind usable by the

     

    


    
      
        
           


        

        
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    Company
or its Restricted Subsidiaries in the business of the Company and its Restricted
Subsidiaries as conducted by the Company and its Restricted Subsidiaries on the
date of this Indenture; provided that any consideration not constituting assets
or property of a kind usable by the Company and its Restricted Subsidiaries in
the business conducted by them on the date of this Indenture and received by the
Company or any of its Restricted Subsidiaries in connection with any Asset Sale
permitted to be consummated under this paragraph will constitute Net
Proceeds subject to the provisions of the two succeeding
paragraphs.

     

    Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or the applicable Restricted Subsidiary may, to the extent otherwise permissible
under this Indenture, apply the Net Proceeds (i) to repay Indebtedness of
the Company or its Restricted Subsidiaries that is secured by a Lien, and if
such Indebtedness repaid is revolving credit Indebtedness, to correspondingly
permanently  reduce commitments with respect thereto, (ii) to
acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Person (or business unit or division of the Person); provided
that the primary business of the Person (or unit or division) is a Permitted
Business, (iii) to acquire Capital Stock of a Restricted Subsidiary of the
Company held by Persons other than the Company or any Restricted Subsidiary,
(iv) to make a capital expenditure, (v) to acquire other long-term
assets that are used or useful in a Permitted Business, (vi) to fund payments
made by the Parent Guarantor in order to (a) redeem, repay or repurchase the
then outstanding PIERS (or the underlying Convertible Preferred Stock), in each
case in accordance with the terms thereof as in effect on the Issue Date or on
such terms or pursuant to any amendment or modification after the Issue Date
provided that such terms or any such amendment or modification do not adversely
affect the interests of the Holders in any material respect, (b) repay the then
outstanding principal amount of any of the Existing Notes or (c) repay the then
outstanding principal amount of Indebtedness or preferred stock issued in
exchange for, or the net proceeds of which were used to extend, refinance,
renew, replace, defease or refund, the PIERS or the Existing Notes, or
(vii) to commit to undertake any of the actions specified in
clauses (ii), (iii), (iv), (v) or (vi) above, provided that the action is
consummated within 90 days from the end of the 365-day period. Pending the final
application of any of the Net Proceeds, the Company or the Restricted Subsidiary
may temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

     

    Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph will constitute “Excess
Proceeds.”  When the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company will be required to make an offer to all
Holders and all holders of other Indebtedness of the Company that rank equally
with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redemptions with the proceeds of
sales of assets (an “Asset Sale Offer”) to
purchase the maximum principal amount of Notes and other equally ranking
Indebtedness of the Company that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of the principal
amount plus accrued and unpaid interest, if any, to the date of repurchase and
will be payable in cash.  If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use the Excess Proceeds for
any purpose not otherwise prohibited by this Indenture.  If the
aggregate principal amount of Notes and other Indebtedness tendered into the
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes, and the agent for such other Indebtedness shall select such other
Indebtedness,

     

    


    
      
        
           


        

        
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    to be
purchased on a pro rata basis (with such adjustments as needed so that no Notes
in an unauthorized denomination is purchased in part) based on amounts
tendered.  Upon completion of the Asset Sale Offer, the amount of
Excess Proceeds will be reset at zero.

     

    If the
Asset Sale purchase date is on or after a Regular Record Date and on or before
the related Interest Payment Date, any accrued and unpaid interest will be paid
to the person in whose name a Note is registered at the close of business on
that Regular Record Date, and no additional interest will be payable to Holders
who tender Notes in the Asset Sale Offer.

     

    The
Company will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent the
laws and regulations are applicable in connection with the repurchase of Notes
pursuant to an Asset Sale Offer.

     

    To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.10 by virtue
thereof.

     

    Section
4.11     Transactions with
Affiliates.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate, (an “Affiliate
Transaction”), unless: (i)  the Affiliate Transaction is on terms that
are no less favorable to the Company or the relevant Restricted Subsidiary than
those that would have been obtained in a comparable transaction by the Company
or the Restricted Subsidiary with an unrelated Person; and (ii)  the
Company delivers to the Trustee: (a)  with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $10.0 million, a certificate from the Chief Financial
Officer certifying that the Affiliate Transaction complies with clause (i)
above and that the Affiliate Transaction has been approved by a majority of the
disinterested members of the Company’s Board of Directors; and
(b)  with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $25.0
million, an opinion as to the fairness to the Holders of the Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.  Notwithstanding the
foregoing, the following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of this Section 4.11:
(i) any employment agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business, or any issuance of
securities, or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment or indemnification arrangements,
stock options and stock ownership plans approved by the Company’s Board of
Directors, or the grant of stock options or similar rights to employees and
directors of the Company pursuant to plans approved by the Company’s Board of
Directors; (ii)  transactions between or among the Company and/or its
Restricted Subsidiaries; (iii) payment of reasonable directors’ fees to Persons
who are not otherwise employees of the Company or its Restricted Subsidiaries;
(iv) loans or advances to employees of the Parent Guarantor, the Company or
their Subsidiaries in the ordinary course of business; (v) Restricted Payments
that are permitted by the

     

    


    
      
        
           


        

        
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    provisions
of this Indenture described above under Section 4.07 hereof; (vi)
transactions pursuant to or contemplated by, and in accordance with, the terms
of the Subordinated Indemnity Agreement; and (vii) transactions pursuant to or
contemplated by and payments in connection with, and, in each case, in
accordance with, the terms of the Partnership Parks Agreements.

     

    Section
4.12     Liens.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
securing trade payables, Attributable Debt or Indebtedness on any asset now
owned or hereafter acquired, except Permitted Liens, unless (i) in the case
of Liens securing Indebtedness that is expressly subordinate or junior in right
of payment to the Notes, the Notes are secured by a Lien on that property or
those assets or proceeds that is senior in priority to those Liens, with the
same relative priority as that subordinate or junior Indebtedness will have with
respect to the Notes and (ii) in all other cases, the Notes are secured by
that Lien on an equal and ratable basis.

     

    Section
4.13     Line of
Business.  The
Company will not, and will not permit any Restricted Subsidiary to, engage in
any business other than Permitted Businesses, except to the extent that the
activity would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

     

    Section
4.14      Corporate
Existence.  Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and its Restricted Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Restricted Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the
Holders.

     

    Section
4.15     Offer to Repurchase Upon
Change of Control.  Upon
the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control
Offer”) to each Holder of Notes to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of that Holder’s Notes at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control
Payment”).  Within 30 days following any Change of Control, the
Company will mail a notice to each Holder stating:  (1) that the
Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment; (2) the purchase
price and the purchase date, which shall be no earlier than 30 days and no later
than 60 days from the date the notice is mailed (the “Change of Control Payment
Date”); (3) that any Note not tendered will continue to accrue
interest; (4) that, unless the Company defaults in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control
Payment Date; (5) that Holders electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of
the Notes completed, to the Paying Agent at the address specified in the notice


     

    


    
      
        
           


        

        
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    prior to
the close of business on the third Business Day preceding the Change of Control
Payment Date; (6) that Holders will be entitled to withdraw their election
if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the Change of Control Payment Date, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and (7) that Holders
whose Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. The Company will comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent the laws and regulations are applicable in
connection with the repurchase of Notes as a result of a Change of
Control.

     

    On the
Change of Control Payment Date, the Company will, to the extent lawful: (i)
accept for payment all Notes or portions thereof properly tendered pursuant to
the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal
to the Change of Control Payment in respect of all Notes or portions thereof so
tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by the Company.

     

    The
Paying Agent will promptly mail to each Holder of Notes so tendered the Change
of Control Payment for the Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each new Note will be in a principal amount of $1,000 or an
integral multiple thereof.  The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

     

    If the
Change of Control Payment Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest will
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest will be payable to
Holders who tender in the Change of Control Offer.

     

    The
Company will fix the Change of Control Payment Date no earlier than 30 days and
no later than 60 days after the Change of Control Offer is mailed as set forth
above. Prior to complying with the provisions of the preceding sentence, but in
any event within 90 days following a Change of Control, the Company will either
repay all of its and its Subsidiaries’ outstanding Indebtedness or obtain the
requisite consents, if any, under all agreements governing all the outstanding
Indebtedness to the extent necessary to permit the repurchase of Notes required
by this Section 4.15.

     

    Notwithstanding
the foregoing, the Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

     

    


    
      
        
           


        

        
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    To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.15, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15 by virtue
thereof.

     

    Section
4.16     Limitation on Sale and
Leaseback Transactions.  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any sale and leaseback transaction; provided that the Company or a
Restricted Subsidiary of the Company may enter into a sale and leaseback
transaction if (i) the Company could have (a) incurred Indebtedness in
an amount equal to the Attributable Debt relating to the sale and leaseback
transaction pursuant to Section 4.09 hereof (and any such Attributable Debt
shall reduce the availability to incur Indebtedness pursuant to such covenant by
such amount) and (b) incurred a Lien to secure the Indebtedness or
Attributable Debt pursuant to Section 4.12 hereof, (ii) the gross cash
proceeds of the sale and leaseback transaction are at least equal to the fair
market value (as determined in good faith by the Company’s Board of Directors
and set forth in an Officers’ Certificate delivered to the Trustee) of the
property that is the subject of the sale and leaseback transaction and
(iii) the transfer of assets in the sale and leaseback transaction is
permitted by, and the Company or the Restricted Subsidiary applies the proceeds
of the transaction in compliance with, Section 4.10 hereof.

     

    Section
4.17     Payments for
Consent.  The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to the consent, waiver or
agreement.

     

    Section
4.18     Limitation on
Leases.  Neither
the Company nor the Parent Guarantor shall, directly or indirectly, lease all or
substantially all of its assets to any Person.

     

    Section
4.19     Future Subsidiary
Guarantors.  The
Company will cause each Domestic Subsidiary that Guarantees any Indebtedness of
the Company or any Subsidiary Guarantor (other than Indebtedness incurred
pursuant to clause (i) of the third paragraph of Section 4.09 hereof)
or that Guarantees any Indebtedness of the Parent Guarantor, to execute and
deliver to the Trustee a supplemental indenture, in the form of Exhibit E
hereof, pursuant to which such Domestic Subsidiary will unconditionally
guarantee, on the terms set out in Article XII hereof, on a joint and
several basis, the full and prompt payment of the principal of, premium, if any,
and interest in respect of the Notes, in the case of Indebtedness of the Company
or any Subsidiary Guarantor, on a pari passu or senior basis, and, in the case
of Indebtedness of Parent Guarantor, on a senior basis, and all of the Company’s
other obligations under this Indenture.

     

    In the
event a Subsidiary Guarantor is sold or disposed of (whether by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets (other than by lease)) to a Person which is not the Company or
a Restricted Subsidiary of the Company, such Subsidiary Guarantor will be
released from its obligations under its Subsidiary Guarantee

     

    


    
      
        
           


        

        
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    if: (i)
the sale or other disposition is in compliance with this Indenture, including
Section 4.10 hereof (it being understood that only such portion of the Net
Available Cash as is required to be applied on or before the date of such
release in accordance with the terms of the Indenture needs to be applied in
accordance therewith at such time); and (ii) all the obligations of such
Subsidiary Guarantor under all Credit Facilities and related documentation and
any other agreements relating to any other Indebtedness of the Company or its
Restricted Subsidiaries terminate upon consummation of such
transaction.

     

    In the
event that a Subsidiary Guarantor is released and discharged in full from all of
its obligations under Indebtedness of the Company and any other Subsidiary
Guarantors, then such Subsidiary Guarantor will be released from its obligations
under its Subsidiary Guarantee.  Any Subsidiary Guarantors will also
be released from their obligations under their Subsidiary Guarantees upon the
satisfaction and discharge of the Indenture in accordance with the procedures
described in Section 10.01 hereof or upon Legal Defeasance (as described in
Section 8.02 hereof).

     

    ARTICLE
V

     

    SUCCESSORS

     

    Section
5.01     Merger, Consolidation, or
Sale of Assets.  Neither
the Parent Guarantor nor the Company may consolidate or merge with or into
(whether or not the Parent Guarantor or the Company, as the case may be, is the
surviving corporation), or sell, assign, transfer, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more related
transactions, to another corporation, Person or entity unless (i) either
(a) the Company or the Parent Guarantor, as the case may be, is the
surviving corporation or (b) the entity or the Person formed by or
surviving any such consolidation or merger (if other than the Company or the
Parent Guarantor, as the case may be) or to which the sale, assignment,
transfer, conveyance or other disposition will have been made is a corporation
organized or existing under the laws of the United States, any state thereof or
the District of Columbia; (ii) the entity or Person formed by or surviving
any the consolidation or merger (if other than the Company or the Parent
Guarantor, as the case may be) or the entity or Person to which such sale,
assignment, transfer, conveyance or other disposition will have been made
assumes all the obligations of the Company or the Parent Guarantor under the
Notes or the Parent Guarantee, as the case may be, and this Indenture pursuant
to a supplemental indenture in form reasonably satisfactory to the Trustee;
(iii) in the case of the Company, immediately after the transaction no
Default or Event of Default exists; and (iv) in the case of the Company,
except in the case of a merger of the Company with or into a Wholly Owned
Restricted Subsidiary of the Company, the Company or the entity or Person formed
by or surviving the consolidation or merger (if other than the Company), or to
which the sale, assignment, transfer, lease, conveyance or other disposition
will have been made will, immediately after the transaction and after giving pro
forma effect thereto as if the transaction had occurred at the beginning of the
applicable four-quarter period, either (a) be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth
in the first paragraph of Section 4.09 hereof or (b) have a
Leverage Ratio that equals or exceeds the Leverage Ratio immediately prior to
the transaction.

     

    


    
      
        
           


        

        
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    In
addition, the Company will not permit any Subsidiary Guarantor to consolidate
with or merge with or into any Person other than another Subsidiary Guarantor or
the Company; and the Company will not permit any Subsidiary Guarantor to sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of such Subsidiary Guarantor other than to another
Subsidiary Guarantor or the Company in one or more related transactions, to
another corporation, Person or entity unless either: (i) (a) (A) such Subsidiary
Guarantor is the surviving corporation; or (B) the entity or the Person formed
by or surviving the consolidation or merger (if other than such Subsidiary
Guarantor) or to which the sale, assignment, transfer, conveyance or other
disposition will have been made is a corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia;
(b)  the entity or Person formed by or surviving the consolidation or
merger (if other than such Subsidiary Guarantor) or the entity or Person to
which such sale, assignment, transfer, conveyance or other disposition will have
been made assumes all the obligations of such Subsidiary Guarantor under the
Indenture and its Subsidiary Guarantee of the Notes pursuant to a supplemental
indenture in form reasonably satisfactory to the trustee; and (c) immediately
after the transaction no Default or Event of Default exists; or (ii) such sale,
assignment, transfer, conveyance or other disposition complies with
Section 4.10 hereof.

     

    Section
5.02     Successor Corporation
Substituted.  Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company or a Guarantor in accordance with Section 5.01 hereof, the
successor corporation formed by such consolidation or into or with which the
Company or such Guarantor, as the case may be, is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” or such “Guarantor,”
as  the case may be, shall refer instead to the successor corporation
and not to the Company or such Guarantor, as the case may be), and may exercise
every right and power of the Company or such Guarantor, as the case may be,
under this Indenture with the same effect as if such successor Person had been
named as the Company or such Guarantor, as the case may be, herein; provided,
however, that the predecessor Company or such Guarantor, as the case may be,
shall not be relieved from the obligation to pay the principal of and interest
on the Notes except in the case of a sale of all of the Company’s or such
Guarantor’s, as the case may be, assets that meets the requirements of
Section 5.01 hereof.

     

    ARTICLE
VI

     

    DEFAULTS
AND REMEDIES

     

    Section
6.01     Events of
Default.  Each
of the following is an “Event of Default”
with respect to the Notes:

     

    (a)           the
Company defaults in the payment when due of interest on the Notes and such
default continues for a period of 30 days;

     

    


    
      
        
           


        

        
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    (b)           the
Company defaults in the payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise;

     

    (c)           the
Company fails to comply for (i) a period of 30 days with any of the
provisions of Section 4.10 or 4.15 hereof or (ii) 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class, with
other provisions of Article 4 or Section 5.01
hereof;

     

    (d)           the
Company fails to observe or perform any other covenant, representation, warranty
or other agreement in this Indenture or the Notes for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class;

     

    (e)           the
failure by the Company or any Restricted Subsidiary to pay Indebtedness within
any applicable grace period after final maturity or the acceleration of any
Indebtedness by the holders thereof because of a default and the total amount of
the Indebtedness unpaid or accelerated at any time exceeds $20.0
million;

     

    (f)           a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any of its
Restricted Subsidiaries and such judgment or judgments are not paid, discharged
or stayed for a period (during which execution shall not be effectively stayed)
of 60 days, provided that the aggregate of all such undischarged judgments
exceeds $20.0 million;

     

    (g)           the
Company or any Restricted Subsidiary that constitutes a Significant Subsidiary
or any group of Restricted Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary pursuant to or within the meaning of Bankruptcy
Law:

     

    (i)           commences
a voluntary case,

     

    (ii)           consents
to the entry of an order for relief against it in an involuntary
case,

     

    (iii)           consents
to the appointment of a Custodian of it or for all or substantially all of its
property,

     

    (iv)           makes
a general assignment for the benefit of its creditors, or

     

    (v)           generally
is not paying its debts as they become due; or

     

    (h)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

     

    (i)           is
for relief against the Company or any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary in an involuntary
case;

     

    


    
      
        
           


        

        
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    (ii)           appoints
a Custodian of the Company or any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary or for all or substantially all
of the property of the Company or any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary; or

     

    (iii)           orders
the liquidation of the Company or any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary;

     

    and the
order or decree remains unstayed and in effect for 60 consecutive
days.

     

    Section
6.02     Acceleration.  If
any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company,
any Restricted Subsidiary that constitutes a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary) occurs and is continuing, either the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable
immediately.  Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs with
respect to the Company, any Restricted Subsidiary that constitutes a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, all outstanding Notes shall become due and
payable without further action or notice.  The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

     

    If an
Event of Default occurs on or after July 15, 2013 by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent
premium shall also become and be immediately due and payable, to the extent
permitted by law, anything in this Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default occurs prior to July 15, 2013 by
reason of any willful action or inaction taken or not taken by or on behalf of
the Company with the intention of avoiding the prohibition on redemption of the
Notes prior to such date, then, upon acceleration of the Notes, the premium
specified for the twelve months commencing on such date pursuant to
Section 3.07 hereof shall also become and be immediately due and payable to
the extent permitted by law.

     

    Section
6.03     Other
Remedies.  If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and interest on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture.

     

    


    
      
        
           


        

        
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    The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  All
remedies are cumulative to the extent permitted by law.

     

    Section
6.04     Waiver of Past
Defaults.  Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent
thereon.

     

    Section
6.05     Control by
Majority.  Holders
of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on
it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders or that may involve the Trustee in
personal liability.

     

    Section
6.06     Limitation on
Suits.  A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes
only if:

     

    (a)           the
Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;

     

    (b)           the
Holders of at least 25% in principal amount of the then outstanding Notes make a
written request to the Trustee to pursue the remedy;

     

    (c)           such
Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

     

    (d)           the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity;
and

     

    (e)           during
such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the
request.

     

    A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder
of a Note or to obtain a preference or priority over another Holder of a Note,
it being understood and intended that no one or more of such Holders will have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb, or

     

    


    
      
        
           


        

        
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    prejudice
the rights of any other of such Holders (it being understood that the Trustee
does not have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).

     

    Section
6.07     Rights of Holders to Receive
Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     

    Section
6.08     Collection Suit by
Trustee.  If
an Event of Default specified in Section 6.01(a) or (b) hereof occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium on, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

    Section
6.09     Trustee May File Proofs
of Claim.  The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any
such proceeding, shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     

    Section
6.10     Priorities.  If
the Trustee collects any money pursuant to this Article, it shall pay out the
money in the following order:

     

    


    
      
        
           


        

        
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    First:  to
the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of
collection;

     

    Second:  to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and

     

    Third:  to
the Company or to such party as a court of competent jurisdiction shall direct
in writing.

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10.

     

    Section
6.11     Undertaking for
Costs.  In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

                                    

    ARTICLE
VII

     

    TRUSTEE

     

    Section
7.01     Duties of
Trustee.

     

    (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own
affairs.

     

    (b)           Except
during the continuance of an Event of Default:

     

    (i)           the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

     

    (ii)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, the Trustee shall
examine the certificates and opinions which by any provision hereof are
specifically required to be furnished to the Trustee to

     

    


    
      
        
           


        

        
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    determine
whether or not they substantially conform to the requirements of this Indenture
but need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein.

     

    (c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:

     

    (i)           this
paragraph does not limit the effect of paragraph (b) of this
Section;

     

    (ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

    (iii)           the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof.

     

    (d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c)
of this Section.

     

    (e)           No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.

     

    (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     

    Section
7.02     Rights of
Trustee.  (a)  The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in such document.

     

    (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both.  The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers’ Certificate or Opinion of Counsel.  The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

     

    (c)           The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent or attorney appointed with due
care.

     

    (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

     

    


    
      
        
           


        

        
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    (e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company.

     

    (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

     

    (g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

     

    (h)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture.

     

    (i)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and to
each agent, custodian and other Person employed to act hereunder.

     

    (j)           The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specific actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any person authorized to sign an Officers’ Certificate,
including any person specified as so authorized in any such
certificates.

     

    (k)           In
no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

     

    Section
7.03     Individual Rights of
Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.  However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign.  Any Agent may do the same with like
rights and duties.  The Trustee is also subject to Sections 7.10
and 7.11 hereof.

     

    


    
      
        
           


        

        
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    Section
7.04     Trustee’s Disclaimer.  The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Company’s use of the proceeds from the Notes or any money paid to the
Company or upon the Company’s direction under any provision of this Indenture,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

     

    Section
7.05     Notice of
Defaults.  If
a Default or Event of Default occurs and is continuing and if it is actually
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
a notice of the Default or Event of Default within 90 days after it
occurs.  Except in the case of a Default or Event of Default in
payment of principal of, premium on, if any, or interest on any Note, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders.

     

    Section
7.06     Reports by Trustee to
Holders.  Within
60 days after each May 15 beginning with the May 15 following the date
of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA §
313(a) has occurred within the twelve months preceding the reporting date,
no report need be transmitted).  The Trustee also shall comply with
TIA § 313(b)(2).  The Trustee shall also transmit by mail all reports
as required by TIA § 313(c).

     

    A copy of
each report at the time of its mailing to the Holders shall be mailed to the
Company and filed with the SEC and each stock exchange on which the Notes are
listed, if any, in accordance with TIA § 313(d).  The Company shall
promptly notify the Trustee in writing if the Notes are listed on any stock
exchange or delisted therefrom.

     

    Section
7.07     Compensation and
Indemnity.  The
Company shall pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for its
acceptance of this Indenture and services hereunder.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall reimburse the Trustee promptly upon
request for all reasonable disbursements, advances and expenses incurred or made
by it in addition to the compensation for its services.  Such expenses
shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel.

     

    The
Company shall indemnify each of the Trustee or any predecessor Trustee and their
agents for, and hold them harmless against any and all losses, liabilities,
damages, claims or expenses including reasonable attorneys’ fees and expenses
and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted
by the Company or any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or

     

    


    
      
        
           


        

        
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    duties
hereunder, except to the extent any such loss, liability or expense shall have
been caused by its own negligence or bad faith. The Trustee shall notify the
Company promptly of any claim of which a Responsible Officer receives written
notice for which it may seek indemnity.  Failure by the Trustee to so
notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

     

    The
obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

     

    To secure
the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular
Notes.  Such Lien shall survive the satisfaction and discharge of this
Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

    The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent
applicable.

     

    Section
7.08     Replacement of
Trustee.  A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

     

    The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company.  The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing.  The Company may
remove the Trustee if:

     

    (a)           the
Trustee fails to comply with Section 7.10 hereof;

     

    (b)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

     

    (c)           a
Custodian or public officer takes charge of the Trustee or its property;
or

     

    (d)           the
Trustee becomes incapable of acting.

     

    If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor
Trustee.  Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

     

    


    
      
        
           


        

        
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    If a
successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the expense of the Company), the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    If the
Trustee, after written request by any Holder of a Note who has been a Holder of
a Note for at least six months, fails to comply with Section 7.10, such
Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof.  Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under
Section 7.07 hereof shall continue for the benefit of the retiring
Trustee.

     

    Section
7.09     Successor Trustee by Merger,
etc.  
If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor
Trustee.

     

    Section
7.10     Eligibility;
Disqualification.  There
shall at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $50 million as set forth
in its most recent published annual report of condition.

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA §
310(a)(1), (2) and (5).  The Trustee is subject to TIA §
310(b).

     

    Section
7.11     Preferential Collection of
Claims Against Company.  The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.

    


    ARTICLE
VIII

     

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

    Section
8.01     Option to Effect Legal
Defeasance or Covenant Defeasance.  The
Company may, at the option of its Board of Directors evidenced by a resolution
set forth in an

     

    


    
      
        
           


        

        
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    Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof
be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article VIII.

     

    Section
8.02     Legal Defeasance and
Discharge.  Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal Defeasance means that the
Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:  (a)
the rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on the Notes when the payments are due, (b) the Company’s obligations with
respect to the Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article Eight, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

     

    Section
8.03     Covenant
Defeasance.  Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.07.01, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 hereof, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, Sections 6.01(c)(i) and (d) through
6.01(f) hereof shall not constitute Events of Default.

     

    


    
      
        
           


        

        
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    Section
8.04     Conditions to Legal or Covenant
Defeasance.  The
following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Notes:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

    (a)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in United States dollars, non-callable Government Securities,
or a combination thereof, in such amounts as will be sufficient, in the opinion
of a firm of independent public accountants, to pay the principal of, premium,
if any, and interest on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

     

    (b)           in
the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States confirming
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

     

    (c)           in
the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States confirming
that the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

     

    (d)           no
Default or Event of Default shall have occurred and be continuing, either (x) on
the date of such deposit (other than a Default or Event of Default resulting
from the borrowing of funds to be applied to such deposit); or (y) insofar as
Sections 6.01(g) or 6.01(h) hereof is concerned, at any time in the period
ending on the 91st day after the date of deposit;

     

    (e)           such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

     

    (f)           the
Company shall have delivered to the Trustee an Opinion of Counsel (which may be
subject to customary exceptions) to the effect that after the 91st day following
the deposit, the trust funds will not be subject to the effect of any
applicable

     

    


    
      
        
           


        

        
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    bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally;

     

    (g)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders over the other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Company or others;
and

     

    (h)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.

     

    Section
8.05     Deposited Money and
Government Securities to be Held in Trust; Other Miscellaneous
Provisions.  Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium on, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

     

    Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the written request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

     

    Section
8.06     Repayment to
Company.  Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium on, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its written request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense of the Company cause to be
published once, in the New

     

    


    
      
        
           


        

        
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    York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the
Company.

     

    Section
8.07     Reinstatement.  If
the Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; provided, however, that, if the Company makes
any payment of principal of, premium on, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

     

    ARTICLE
IX

     

    AMENDMENT,
SUPPLEMENT AND WAIVER

     

    Section
9.01     Without Consent of
Holders.  Notwithstanding
Section 9.02 of this Indenture, the Company and the Trustee may amend or
supplement this Indenture or the Notes without the consent of any Holder of a
Note:

     

    (a)           to
cure any ambiguity, defect or inconsistency;

     

    (b)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes;

     

    (c)           to
provide for the assumption of the Company’s or any Guarantor’s obligations to
the Holders and Guarantees by a successor to the Company or a Guarantor pursuant
to Article 5 hereof;

     

    (d)           to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Note; or

     

    (e)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.

     

    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 9.06
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter
into

     

    


    
      
        
           


        

        
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    such
amended or supplemental Indenture that adversely affects its own rights, duties
or immunities under this Indenture or otherwise.

     

    Section
9.02     With Consent of
Holders.  Except
as provided below in this Section 9.02, the Company and the Trustee may
amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15
hereof) and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
voting as a single class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes). Section 2.10 hereof shall determine which Notes are considered to
be “outstanding” for
purposes of this Section 9.02.

     

    Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.06 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture directly adversely affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     

    It shall
not be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.

     

    After an
amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental Indenture or
waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding voting as
a single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes.  However, without the
consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

     

    (a)           reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;

     

    


    
      
        
           


        

        
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    (b)           reduce
the principal of or change the fixed maturity of any Note or alter any of the
provisions with respect to the redemption of the Notes except as provided above
with respect to Sections 3.09, 4.10 and 4.15 hereof;

     

    (c)           reduce
the rate of or change the time for payment of interest on any Note;

     

    (d)           waive
a Default or Event of Default in the payment of principal of or premium, if any,
or interest on the Notes (except a rescission of acceleration of the Notes by
the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such
acceleration);

     

    (e)           make
any Note payable in money other than that stated in the Notes;

     

    (f)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or
premium, if any, or interest on the Notes;

     

    (g)           waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.10 or 4.15 hereof); or

     

    (h)           make
any change in clauses 9.02(a) through (h) of this Indenture.

     

    Section
9.03     Compliance with Trust
Indenture Act.  Every
amendment or supplement to this Indenture or the Notes shall be set forth in a
amended or supplemental Indenture that complies with the TIA as then in
effect.

     

    Section
9.04     Revocation and Effect of
Consents.  Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder’s Note, even if notation of the consent is not made on any
Note.  However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.

     

    Section
9.05     Notation on or Exchange of
Notes.  The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Company in exchange
for all Notes may issue and the Trustee shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or
waiver.

     

    Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

     

    Section
9.06     Trustee to Sign Amendments,
etc. 
The Trustee shall sign any amended or supplemental Indenture authorized pursuant
to this Article IX if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee.

     

    


    
      
        
           


        

        
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    The
Company may not sign an amendment or supplemental Indenture until the Board of
Directors approves it.  In executing any amended or supplemental
indenture, the Trustee shall be provided with and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents
required by Section 11.04 hereof, an Officers’ Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture.

     

    ARTICLE
X

     

    SATISFACTION
AND DISCHARGE

     

    Section
10.01   Satisfaction and
Discharge.

     

    This
Indenture will be discharged and will cease to be of further effect, except as
to surviving rights of registration of transfer or exchange of the Notes, as to
all Notes issued hereunder, when:

     

    (a)           either:

     

    (i)           all
Notes that have been previously authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
previously been deposited in trust or segregated and held in trust by the
Company and is thereafter repaid to the Company or discharged from the trust)
have been delivered to the Trustee for cancellation; or

     

    (ii)           all
Notes that have not been previously delivered to the Trustee for cancellation
(A) have become due and payable or (B) will become due and payable at
their maturity within one year or (C) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
a notice of redemption by the Trustee, and in the case of (A), (B) or (C), the
Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the Notes not
previously delivered to the Trustee for cancellation for principal, premium, if
any, and interest on the Notes to the date of deposit, in the case of Notes
that have become due and payable, or to the Stated Maturity or redemption date,
as the case may be;

     

    (b)           the
Company has paid or caused to be paid all other sums payable by it under this
Indenture;

     

    (c)           no
Default or Event of Default has occurred and is continuing on the date of such
deposit or will occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound;
and

     

    


    
      
        
           


        

        
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    (d)           the
Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel
stating that all conditions precedent under this Indenture relating to the
satisfaction and discharge of this Indenture have been satisfied.

     

    Section
10.02     Deposited Cash and
Government Securities.  Subject
to Section 10.03 hereof, all cash and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 10.02, the “Trustee”) pursuant to
Section 10.01 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such cash
and securities need not be segregated from other funds except to the extent
required by law.

     

    Section
10.03     Repayment to
Company.  Any
cash or non-callable Government Securities deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, or interest on, any Note and remaining unclaimed
for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder shall
thereafter, as an unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, shall at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining will be repaid to the
Company.

     

    Section
10.04     Reinstatement.  If
the Trustee or Paying Agent is unable to apply any United States dollars or
non-callable Government Securities in accordance with Sections 10.01 and
10.02, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Sections 10.01 and 10.02 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with
Sections 10.01 and 10.02 hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium on, if any, or
interest, on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying
Agent.

     

    


    
      
        
           


        

        
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    ARTICLE
XI

     

    MISCELLANEOUS

     

    Section
11.01     Trust Indenture Act
Controls.  If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA § 318(c), the imposed duties shall control.

     

    Section
11.02     Notices.  Any
notice or communication by the Company or the Trustee to the others is duly
given if in writing (which may be via facsimile) and delivered in Person or
mailed by first class mail.

     

    
      If to the
Company or the Parent Guarantor:

    

    
      	 	
              Six
      Flags, Inc.

              1540
      Broadway

              15th
      Floor

              New
      York, New York 10036

              Attention:  Chief
      Financial Officer

              Facsimile
      number:  (212) 354-3089

              Telephone
      number:  (212) 652-9384

            	 


    

     

    
      	
              With
      a copy to:

            	
              Paul
      Hastings, Janofsky & Walker LLP

              Park
      Avenue Tower

              75
      E. 55th
      Street

              New
      York, New York 10022

              Attention:  William
      Schwitter, Esq.

              Facsimile
      number:  (212) 319-4090

              Telephone
      number: (212) 318-6000

            	 


    

     

    
      	
              If
      to the Trustee:

            	
              
                HSBC
      Bank USA, National Association

                452
      Fifth Avenue

                New
      York, New York  10018

                Attention:  Corporate
      Trust & Loan Agency

                Facsimile
      number:  (212) 525-1300

              

            	 


    

     

    The
Company or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.

     

    All
notices and communications (other than those sent to Holders) shall be in
writing and shall be deemed to have been duly given when received.

     

    Any
notice or communication to a Holder shall be mailed by first class mail to its
address shown on the register kept by the Registrar.  Any notice or
communication shall also be so mailed to any Person described in TIA § 313(c),
to the extent required by the TIA.  Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

    

      
        
           


        

        
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    If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

     

    Section
11.03     Communication by Holders with Other
Holders.  Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to
their rights under this Indenture or the Notes.  The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c).

     

    Section
11.04     Certificate and Opinion as
to Conditions Precedent.  Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

     

    (a)           an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     

    (b)           an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

     

    Section
11.05     Statements Required in
Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
include:

     

    (a)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

     

    (c)           a
statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     

    (d)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.

     

    Section
11.06     Rules by Trustee and
Agents.  The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

     

    Section
11.07     No Personal Liability of
Directors, Officers, Employees and Stockholders.  No
past, present or future director, officer, employee, incorporator or stockholder
of the Company or any Guarantor, as such, will have any liability for any
obligations of the 

    


    
      
        
           


        

        
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    Company
or any Guarantor under the Notes or Guarantees, or this Indenture or for any
claim based on, in respect of, or by reason of, these such obligations or their
creation.  Each Holder of Notes and Guarantees by accepting a Note and
Guarantee waives and releases all such type of  liability.  The
waiver and release are part of the consideration for issuance of the Notes and
Guarantees.  This waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the Commission that such
a waiver is against public policy.

     

    Section
11.08     Governing Law; Waiver of Jury
Trial.  THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE AND THE NOTES AND GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    Section
11.09     No Adverse Interpretation of
Other Agreements.  This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

     

    Section
11.10     Successors.  All
agreements of the Company and the Guarantors in this Indenture and the Notes and
Guarantees shall bind their successors.  All agreements of the Trustee
in this Indenture shall bind its successors.

     

    Section
11.11     Severability.  In
case any provision in this Indenture or in the Notes or Guarantees shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.

     

    Section
11.12     Counterpart
Originals.  The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.

     

    Section
11.13     Table of Contents, Headings,
etc.   The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.

     

    Section
11.14     Force
Majeure. 
In no event shall the Trustee be responsible or liable for any failure or delay
in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that 

    


    
      
        
           


        

        
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    the
Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

    


    ARTICLE
XII

     

    GUARANTEES

     

    Section
12.01     Notes
Guarantee.  (a)   Each
Guarantor hereby fully and unconditionally  guarantees, on an
unsecured, senior, joint and several basis, to each Holder and to the Trustee
and its successors and assigns on behalf of each Holder, the full payment of all
Obligations of the Company under this Indenture and the Notes (including
Obligations to the Trustee) with respect to each Note authenticated and
delivered by the Trustee or its agent pursuant to and in accordance with this
Indenture, in accordance with the terms of this Indenture.  Each
Guarantor further agrees that the Obligations may be extended or renewed, in
whole or in part, without notice or further assent from such Guarantor and that
such Guarantor will remain bound under this Article XII notwithstanding any
extension or renewal of any Obligation.  All payments under such
Guarantee will be made in United States Dollars.

     

    (b)            Each
Guarantor hereby agrees that its obligations hereunder shall be as if it were
principal debtor and not merely surety , unaffected by, and irrespective of, any
validity, irregularity or unenforceability of any Note or this Indenture, any
failure to enforce the provisions of any Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto by the
Holders or the Trustee, or any other circumstance which may otherwise constitute
a legal or equitable discharge of a surety or guarantor (except payment in full)
; provided, however, that, notwithstanding the foregoing, no such waiver,
modification, indulgence or circumstance shall without the written consent of
such Guarantor increase the principal amount of a Note or the interest rate
thereon or change the currency of payment with respect to any Note, or alter the
Stated Maturity thereof.  Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require that the Trustee
pursue or exhaust its legal or equitable remedies against the Company prior to
exercising its rights under its Guarantee hereunder (including, for the
avoidance of doubt, any right which such Guarantor may have to require the
seizure and sale of the assets of the Company to satisfy the outstanding
principal of, interest on or any other amount payable under each Note prior to
recourse against such Guarantor or its assets), protest or notice with respect
to any Note or the Indebtedness evidenced thereby and all demands whatsoever,
and covenants that such Guarantee will not be discharged with respect to any
Note except by payment in full of the principal thereof and interest thereon or
as otherwise provided in this Indenture.  If at any time any payment
of principal of, premium, if any, or interest, if any, on such Note is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Company, each Guarantor’s obligations hereunder with
respect to such payment shall be reinstated as of the date of such rescission,
restoration or returns as though such payment had become due but had not been
made at such times.

     

    (c)            Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
in enforcing any rights under this Section.

     

     

    


    
      
        
           


        

        
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      Section
12.02     Subrogation.  Each
Guarantor shall be subrogated to all rights of the Holders against the Company
in respect of any amounts paid to such Holders by such Guarantor pursuant to the
provisions of its Guarantee.  Each Guarantor agrees that it shall not
be entitled
to any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full of all
Obligations.  Each Guarantor further agrees that, as between it, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Section 6.02  for the purposes of its Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Section 6.02 , such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 12.02 subject to Section 12.01(c) above.

    

     

    Section
12.03     Limitation of
Guarantee.  The
Guarantee of each Guarantor under this Article XII is limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any Guarantees
under the Six Flags Credit Facility) and after giving effect to any collections
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Guarantor under its Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

     

    Section
12.04     Notation Not
Required.  Neither
the Company nor any Guarantor shall be required to make a notation on the Notes
to reflect any Guarantee or any release, termination or discharge
thereof.

     

    Section
12.05     Successors and
Assigns.  This
Article XII shall be binding upon each Guarantor and each of their
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assigns, all subject to the terms
and conditions of this Indenture.

     

    Section
12.06     No Waiver.  Neither
a failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article XII shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or
privilege.  The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and are not exclusive of any
other rights, remedies or benefits which either may have under this
Article XII at law, in equity, by statute or otherwise.

     

    Section
12.07     Modification.  No
modification, amendment or waiver of any provision of this Article XII, nor
the consent to any departure by any Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  No notice to or demand on any
Guarantor in any case shall entitle such Guarantor to any other or further
notice or demand in the same, similar or other circumstance.

     

     

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    [Signatures
on following page]

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
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    SIGNATURES

     

    Dated
as of June 16, 2008

     

    
      
        	 
      	SIX FLAGS OPERATIONS
      INC.  	 
      
	 
      	 
      	 
      
	 
      	
                By:  
      

              	/s/
      William Prip  	 
      
	 
      	 
      	
                Name:  
      

              	William
      Prip  	 
      
	 
      	 
      	
                Title:

              	
                Senior
      Vice President – Corporate 

                  Finance
      and Treasurer

                

              	 
      


      

    

     

     

     

     

     

     

     

     

    


     

     

    
 

    
      
        
           


        

        
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    SIGNATURES

     

    Dated
as of June 16, 2008

     

    
      	 
      	
              SIX
      FLAGS, INC.

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	/s/
      William Prip  	 
      
	 
      	 
      	
              Name:  
      

            	William
      Prip  	 
      
	 
      	 
      	
              Title:

            	
              Senior
      Vice President – Corporate 

                Finance
      and Treasurer

              

            	 
      


    

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
           


        

        
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    SIGNATURES

     

    Dated
as of June 16, 2008

     

    
      	 
      	
              HSBC
      BANK USA, NATIONAL 
ASSOCIATION

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	/s/
      Andres E. Serrano  	 
      
	 
      	 
      	
              Name:  
      

            	Andres
      E. Serrano  	 
      
	 
      	 
      	
              Title:

            	
              Vice
      President

            	 
      


    

     

     

     

     

     

     

     

     

     

     

     

    


    


    
      
        
           


        

        
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    EXHIBIT
A

    CUSIP

    [Face of
Note]

    12
1/4% Senior Notes due 2016

    Principal
Amount $

    SIX
FLAGS OPERATIONS INC.

     

    promises
to pay to [CEDE & CO.] [●], or registered assigns, the principal sum of
DOLLARS ($) on July 15, 2016 [insert if Global Note:] [, as such amount may
be modified from time to time in accordance with the terms of the Indenture and
as indicated on the Schedule of Exchanges of Interests in the Global Note
attached hereto].

     

    Interest
Payment Dates:  January 15 and July 15, commencing
January 15, 2009

     

    Record
Dates:  January 1 and July 1

     

    Dated:  June 16,
2008

     

    
      	
            	
              SIX
      FLAGS OPERATIONS INC.

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

    This is
one of the [Global Notes] [Definitive Notes] referred to in the within-mentioned
Indenture:

     

    HSBC
BANK USA, NATIONAL ASSOCIATION,

     

    as
Trustee

     

    By: ________________________________                                                   

          
Authorized Signatory

     

     

     

     

    
 

    
      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    [Back of
Note]

     

    12
1/4% Senior Notes due 2016

     

    [Insert
the Global Note Legend, if applicable, pursuant to the provisions of the
Indenture]

     

    [Insert
the Private Placement Legend, if applicable, pursuant to the provisions of the
Indenture]

     

    12
1/4% Senior Notes due 2016

     

    Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

     

    1.           Interest.  Six
Flags Operations Inc., a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Note at 12 1/4% per annum from
_________ until maturity.  The Company will pay interest,
semi-annually on January 15 and July 15 of each such year, or if any
such day is not a business day, on the next succeeding business day (each an
“Interest Payment
Date”).  Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be the first of January 15 or
July 15 to occur after the date of issuance, unless such January 15 or
July 15 occurs within one calendar month of such date of issuance, in which
case the first Interest Payment Date shall be the second of January 15 or
July 15 to occur after the date of issuance. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

     

    2.           Method of
Payment.  The Company will pay interest on the Notes (except
defaulted interest) to the Persons in whose name(s) this Note (or one or more
Predecessor Notes) is registered at the close of business on the January 1
or July 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.14 of the Indenture with respect to
defaulted interest.  The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without The City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, and premium on, the Global Note and
all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent on or prior to the applicable
record date.  Such payment shall be in such coin or currency of the
United

     

    


    
      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

    

    


    States of
America as at the time of payment is legal tender for payment of public and
private debts.

     

    3.           Paying Agent and
Registrar.  Initially, HSBC Bank USA, National Association, the
Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The Company or any of its Subsidiaries
may act in any such capacity.

     

    4.           Indenture.  The
Company issued the Notes under an Indenture, dated as of June 16, 2008 (the
“Indenture”),
between the Company, Six Flags, Inc. (the “Parent Guarantor”) and the
Trustee.  The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the provisions
of the Indenture shall govern and be controlling.  The Notes are
obligations of the Company initially in the aggregate principal amount of up to
$400,000,000.  Subject to compliance with Section 2.01 of the
Indenture, the Company is permitted to issue Additional Notes under the
Indenture in an unlimited principal amount.  Any such Additional Notes
that are actually issued will be treated as issued and outstanding Notes (and as
the same class as the initial Notes) for all purposes of the Indenture, unless
the context clearly indicated otherwise.

     

    5.           Optional
Redemption.  (a) Except as set forth in
subparagraph (b) of this Paragraph 5, the Company shall not have
the option to redeem the Notes prior to July 15, 2013.  On or
after July 15, 2013, the Company shall have the option to redeem the Notes,
in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on July 15 of the years
indicated below:

     

    
      
        	Year 	Percentage 
	2013 	106.125
      % 
	2014 	103.063
      % 
	2015 	100.000
      % 


      

    

    


    (b)           Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time
prior to July 15, 2011, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes (which includes Additional
Notes, if any) originally issued under the Indenture at a redemption price of
112.25% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date with the net cash proceeds of one or more Public Equity
Offerings and/or the net cash proceeds of a Strategic Equity Investment;
provided that at least 65% of the aggregate principal amount of Notes (which
includes Additional Notes, if any) originally issued remains outstanding
immediately after the occurrence of each such redemption (excluding Notes held
by the Company and its Subsidiaries); and provided further, that any such
redemption shall occur within 60 days of the date of the closing of each
such Public Equity Offering and/or Strategic Equity Investment.

     

    


    
      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

    

    


    6.           Mandatory
Redemption.  Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

     

    7.           Repurchase at Option of
Holder.  (a) If there is a Change of Control, the Company shall
be required to make an offer (a “Change of Control Offer”) to repurchase all or
any part (equal to $1,000 or an integral multiple thereof) of each Holder’s
Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the “Change of Control Payment”).  Within 30 days following
any Change of Control, the Company shall mail a notice to each Holder setting
forth the procedures governing the Change of Control Offer as required by the
Indenture.

     

    (b)           If
the Company or a Restricted Subsidiary consummates any Asset Sales, when the
aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall
commence an offer to all Holders (as “Asset Sale Offer”) pursuant to
Section 4.10 of the Indenture to purchase the maximum principal amount of
Notes and such other Indebtedness of the Company that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redemptions with the proceeds of sales of
assets, that may be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes and other indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture.  If the aggregate amount of Notes and
other indebtedness tendered into the Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes, and the agent for such
other indebtedness shall select such other indebtedness, to be purchased on a
pro rata basis (with such adjustments as needed so that no Note in an
unauthorized denomination is purchased in part) based on amounts
tendered.  Holders that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled
“Option of Holder to Elect Purchase” on the reverse of the Notes.

     

    8.           Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue
on Notes or portions thereof called for redemption.

     

    9.           Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000.  The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the

     

    


    
      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

    

    


    unredeemed
portion of any Note being redeemed in part.  Also, the Company need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     

    10.           Persons Deemed
Owners.  The registered Holder of a Note may be treated as its
owner for all purposes.

     

    11.           Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as a
single class.  Without the consent of any Holder of a Note, the
Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company’s
or any Guarantor’s obligations to Holders of the Notes and Guarantees in case of
a merger or consolidation or sale of all or substantially all of the Company’s
assets, to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder, to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.

     

    12.           Defaults and
Remedies.  Events of Default include:  (i) default
for 30 days in the payment when due of interest on the Notes; (ii) default in
payment when due of principal of or premium, if any, on the Notes when the same
becomes due and payable, upon redemption (including in connection with an offer
to purchase) or otherwise, (iii) failure by the Company to comply for (A) a
period of 30 days with any of the provisions of Section 4.10 or 4.15 of the
Indenture or (B) 30 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class with any other provisions of Article 4
or Section 5.01 of the Indenture (in each case, other than a failure to
purchase Notes); (iv) failure by the Company for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding voting as a single class to comply with certain other
agreements in the Indenture or the Notes; (v) failure to pay Indebtedness within
any applicable grace period after final maturity or the acceleration of such
Indebtedness because of a default where the total amount of such Indebtedness
unpaid or accelerated at any time exceed $20.0 million; (vi) certain final
judgments for the payment of money that remain undischarged for a period of 60
days provided that the aggregate of all such undischarged judgments exceeds
$20.0 million and (vii) certain events of bankruptcy or insolvency with respect
to the Company or any of its Restricted Subsidiaries. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.  Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice.  Holders may not enforce the Indenture or the Notes
except as provided in the Indenture.  Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power.

     

    


    
      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      

    

    


    The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is in
their interest.  The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest on or the principal of, the
Notes.  The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

     

    13.           Trustee Dealings with
Company.  The Trustee, in its individual or any other capacity,
may make loans to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with the Company or its Affiliates, as if
it were not the Trustee.

     

    14.           No Recourse Against
Others.  No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes or Guarantees, or this Indenture or for any claim based on, in
respect of, or by reason of, these obligations or their
creation.  Each Holder of Notes and Guarantees by accepting a Note
waives and releases all such type of liability.  The waiver and
release are part of the consideration for issuance of the Notes and
Guarantees.

     

    15.           Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

     

    16.           Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN NET (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

     

    17.           CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

     

    The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.

     

    
      	
              Requests
      may be made to:
 	
              
                Six
      Flags Operations Inc.

              

              1540
      Broadway

              15th
      Floor

              New
      York, New York 10036

              
                Attention:  General
      Counsel

              

            	 


    

     

    
      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    (I) or
(we) assign and transfer this Note to

     

     

    
      	
               

            
	(Insert assignee’s
      soc. or tax I.D. no.)


    

     

     

    
       

      
        	
                 

              
	(Print or type
      assignee’s name, address and zip code)


      

       

    

     

    and
irrevocably appoint to transfer this Note on the books of the
Company.  The agent may substitute another to act for
him.

     

    Date: _______________________________                                                               

     

    Your
Signature:________________________                                                                

     

    (Sign
exactly as your name appears on the face of this Note)

     

    Signature
Guarantee.

     

     

    
      
         

        
          	
                   

                


        

        (Participant in a Recognized Signature Guarantee Medallion
Program)

      

    

     

     

     

     

    


    
      
        
           


        

        
          A-7

          
            

          

        

        
           


        

      

    

    


    OPTION
OF HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the box below:

     

    [ ]
Section 4.10 [ ] Section 4.15

     

    If you
want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

     

    $ ____________________________                               

     

    Your
Signature: 
____________________________                                                               

     

    (Sign
exactly as your name appears on the face of this Note)

     

    Signature
Guarantee.

     

    
       

      
        
          	
                   

                


        

        (Participant in a Recognized Signature Guarantee Medallion
Program)

      

    

     

     

     

     

    
 

    
      
        
           


        

        
          A-8

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1

     

    The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been
made:

     

    
      	
              Date
      of Exchange

            	
              Amount
      of decrease in Principal Amount of this Global Note

            	
              Amount
      of increase in Principal Amount of this Global Note

            	
              Principal
      Amount of this Global Note following such decrease (or
      increase)

            	
              Signature
      of authorized

              officer
      of Trustee

              or
      Note

              Custodian

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


     

     

     

     

    

      

    

    
      
        	
                 
      

              	
                1  Insert
      this table only in a Global Note

              


      

       


    


    
      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

    FORM
OF CERTIFICATE OF TRANSFER

     

    Six Flags
Operations Inc.

    1540
Broadway

    15th
Floor

    New York,
New York 10036

    Attention:  General
Counsel

     

    [Registrar
address block]

     

    Re:  12
1/4% Senior Notes Due 2016

     

    Reference
is hereby made to the Indenture, dated as of June 16 , 2008 (the “Indenture”), among
Six Flags Operations Inc., as issuer (the “Company”), Six Flags,
Inc. (the “Parent
Guarantor”) and HSBC Bank USA, National Association, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     

    __________________________,
(the “Transferor”) owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the
“Transferee”),
as further specified in Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:

     

    1.  [
] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the “Securities Act”), and
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

     

    2.  [
] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION
S.  The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made
to a Person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf
knows

     

    


    
      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

    

    


    that the
transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     

    3.  [
] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

     

    (a)  [
] CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and

     

    (ii)  the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     

    (b)  [
] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

     

    (c)  [
] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Definitive Notes and in the Indenture.

     

    


    
      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      

    

    


    4.  [
]  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF AN AI RESTRICTED
DEFINITIVE NOTE.  The Transfer is being effected to an Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144, Rule 903 or
Rule 904 and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions
applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in
the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of
a principal amount of Notes at the time of transfer of less than $250,000, an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification) to the effect that such
Transfer is in compliance with the Securities Act.  Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Definitive Notes and in the Indenture and the Securities Act.

     

    


     

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.

     

    
      	
            	
              [Insert
      Name of Transferor]

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

     

     

    Dated:  _____________,
______

     

    


    
      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      

    

    


    ANNEX
A TO CERTIFICATE OF TRANSFER

     

    1.  The
Transferor owns and proposes to transfer the following:

     

    [CHECK
ONE OF (a) OR (b)]

     

    (a)  [
] a beneficial interest in the:

     

    (i)  [
] 144A Global Note (CUSIP), or

     

    (ii)  [
] Regulation S Global Note (CUSIP), or

     

    (b)  [
] a Restricted Definitive Note.

     

    2.  After
the Transfer the Transferee will hold:

     

    [CHECK
ONE]

     

    (a)  [
] a beneficial interest in the:

     

    (i)  [
] 144A Global Note (CUSIP), or

     

    (ii)  [
] Regulation S Global Note (CUSIP), or

     

    (iii)  [
] Unrestricted Global Note (CUSIP); or

     

    (b)  [
] a Restricted Definitive Note; or

     

    (c)  [
] an Unrestricted Definitive Note,

     

    in
accordance with the terms of the Indenture.

     

    


     

    


    
      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
C

    FORM
OF CERTIFICATE OF EXCHANGE

     

    Six Flags
Operations Inc.

    1540
Broadway

    15th
Floor

    New York,
New York 10036

    Attention:  General
Counsel

     

    [Registrar
address block]*

     

    Re:  12
1/4% Senior Notes due 2016

     

    (CUSIP)

     

    Reference
is hereby made to the Indenture, dated as of June 16, 2008 (the “Indenture”), among
Six Flags Operations Inc., as issuer (the “Company”), Six Flags,
Inc. (the “Parent
Guarantor”) and HSBC Bank USA, National Association, a national banking
association, as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

     

    __________________________,
(the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:

     

    1.  EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE

     

    (a)  [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global Note
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

     

    (b)  [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the

     

    


    
      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      

    

    


    Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United
States.

     

    (c)  [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     

    (d)  [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED
DEFINITIVE NOTE.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United
States.

     

    2.  EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES

     

    (a)  [
] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

     

    (b)  [
] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note, Regulation S Global Note, with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Owner’s Restricted Definitive
Note is not an AI Restricted Definitive Note and (iii) such Exchange has been
effected in compliance with the transfer restrictions applicable to

     

    


    
      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      

    

    


    the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.

     

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.

     

    
      	
            	
              [Insert
      Name of Transferor]

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

     

     

    Dated:  _____________,
______

     

    


     

    


    
      
        
          C-3  

        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
D

    FORM
OF CERTIFICATE

    ACQUIRING
ACCREDITED INVESTOR

    


    Six Flags
Operations Inc.

    1540
Broadway

    15th
Floor

    New York,
New York 10036

    Attn:  General
Counsel

    


    [Registrar
address block]

    


    


    Re:           12
1/4% Notes Due 2016

    


    Reference is hereby made to the
Indenture, dated as June 16, 2008 (the “Indenture”), among Six Flags
Operations Inc., as issuer (the “Company”), Six Flags, Inc. (the “Parent
Guarantor”) and HSBC Bank USA, National Association, a national banking
association, as trustee.  Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

    


    In connection with our proposed
purchase of a Definitive Note, we confirm that:

    


    1.           We
understand that any subsequent transfer of the Notes and Guarantees or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes and Guarantees or any interest therein
except in compliance with, such restrictions and conditions and the United
States Securities Act of 1933, as amended (the “Securities Act”).

    


    2.           We
understand that the offer and sale of the Notes and Guarantees have not been
registered under the Securities Act, and that the Notes and Guarantees and any
interest therein may not be offered or sold except as permitted in the following
sentence.  We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Notes
and Guarantees or any interest therein, we will do so only (A) to the Company or
any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C) to
an “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to
the Company a signed letter substantially in the form of this letter and, if
such transfer is in respect of a principal amount of Notes, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) pursuant to the provisions of Rule 144(d)(1) under
the Securities Act or (E) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the
Definitive Note from us in a transaction meeting the requirements of
clauses (A) through (D) of this paragraph a notice advising such purchaser
that resales thereof are restricted as stated herein.

    


    
      
        
          D-1  

        

        
           


          
            

          

        

        
           


        

      

    

    


    3.           We
understand that, on any proposed resale of the Notes and Guarantees or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions.  We further understand that the Notes and
Guarantees purchased by us will bear a legend to the foregoing
effect.

    


    4.           We
are an “accredited investor” (as defined in Rule 501(a) of Regulation D under
the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes and Guarantees, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its investment
indefinitely.

    


    5.           We
are acquiring the Notes and Guarantees or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
“accredited investor”) as to each of which we exercise sole investment
discretion.

    


    You and the Company are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby.

     

    
      	
            	
              [Insert
      Name of Accredited Investor]

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

    


     

    
 

    Dated:__________________,___

    


    
      
        
           
D-2

        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
E

    FORM
OF SUPPLEMENTAL INDENTURE

    TO
BE DELIVERED BY SUBSEQUENT GUARANTORS

    


    


    SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of ________________, among __________________ (the
“New
Guarantor”), Six Flags Operations Inc., a Delaware corporation (the “Company”), Six Flags,
Inc., a Delaware corporation (the “Parent Guarantor”),
and HSBC Bank USA, National Association, a national banking association, as
trustee under the Indenture referred to below (the “Trustee”).

     

    W I T N E
S S E T H

     

    WHEREAS,
the Company and the Parent Guarantor have heretofore executed and delivered to
the Trustee an Indenture (as amended, supplemented or otherwise modified, the
“Indenture”),
dated as of June 16, 2008 providing for the issuance of 121⁄4% Senior Notes
due 2016 (the “Notes”);

     

    WHEREAS,
Section 4.19 of the Indenture provides that under certain circumstances the
New Guarantor shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor shall unconditionally guarantee all of the
Company’s obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”);
and

     

    WHEREAS,
pursuant to Section 9.02 of the Indenture, the Trustee, the Company, and
the Parent Guarantor are authorized to execute and deliver this Supplemental
Indenture;

     

    NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor,
the Company, the Parent Guarantor and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as
follows:

     

    1.           DEFINED
TERMS.  Defined terms used herein without definition shall have the
meanings assigned to them in the Indenture.

     

    2.           AGREEMENT
TO GUARANTEE.  The New Guarantor hereby agrees, jointly and severally
with all existing Guarantors, to provide an unconditional guarantee on the terms
and subject to the conditions set forth in Article XII of the Indenture and
to be bound by all other applicable provisions of the Indenture and the Notes
applicable to Subsidiary Guarantor and to perform all of the obligations and
agreements of a Subsidiary Guarantor under the Indenture; provided that such
guarantee shall be released in accordance with Section 4.19 of the
Indenture under the circumstances and in the manner set out in such
section.

     

    3.           NOTICES.  All
notices or other communications to the New Guarantor shall be given as provided
in Section 11.02 of the Indenture.

     

    4.           RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE.  Except as
expressly amended hereby, the Indenture is in all respects

     

    


    
      
        
           E-1  

        

        
           


          
            

          

        

        
           


        

      

    

    


    ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect.  This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.

     

    5.           GOVERNING
LAW.  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEE OF THE
NOTES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

     

    6.           COUNTERPARTS.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

     

    7.           EFFECT
OF HEADINGS.  The section headings herein are for convenience only and
shall not affect the construction hereof.

     

    8.           TRUSTEE
MAKES NO REPRESENTATION.  The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.  The
recitals and statements contained herein are deemed to be solely those of the
New Guarantor, the Company and the Parent Guarantor.

     

     

     

     

     

     

     

    
 

    
      
        
          E-2  

        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above
written.

     

    Dated:  _______________

     

     

    
      	
            	
              [NEW
      GUARANTOR]

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

    
      	
            	
              SIX
      FLAGS OPERATIONS INC.

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

    
      	
            	
              SIX
      FLAGS, INC.

            	 
      
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

    
      	
            	
              HSBC
      BANK USA, NATIONAL ASSOCIATION,

            	 
      
	 	as
      Trustee 	 
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 
      	 
      
	 
      	 
      	
              Name:  
      

            	 
      	 
      
	 
      	 
      	
              Title:

            	
               

            	 
      


    

     

     

     

    E-3