Exhibit
10.5


LIMITED RENT GUARANTY


(Six
Flags)


THIS LIMITED RENT GUARANTY (Six Flags) (this “Guaranty”) is
made as of the 6th day of April,
2007 (the “Effective Date”), by and among (i) SIX FLAGS,
INC., a Delaware corporation (“Guarantor”), (ii) CNL INCOME DARIEN LAKE, LLC, CNL INCOME ELITCH GARDENS, LLC, CNL INCOME
ENCHANTED VILLAGE, LLC, CNL INCOME FRONTIER CITY, LLC, CNL INCOME SPLASHTOWN,
LLC, CNL INCOME WATERWORLD, LLC and CNL INCOME
WHITE WATER BAY, LLC, each a Delaware limited liability company (the
“Real Property Landlord(s)”); and
(iii) CNL INCOME DARIEN LAKE TRS CORP., CNL INCOME
ELITCH GARDENS TRS CORP., CNL INCOME ENCHANTED VILLAGE TRS CORP., CNL INCOME
FRONTIER CITY TRS CORP., CNL INCOME SPLASHTOWN TRS CORP., CNL INCOME WATERWORLD
TRS CORP. and CNL INCOME WHITE WATER
BAY TRS CORP., each a Delaware corporation (the “Personal Property Landlord(s)” and,
collectively with the Real Property Landlords, the “Landlord(s)”).


RECITALS:


A.            Six Flags Theme Parks Inc., Funtime, Inc.,
Elitch Garden Holdings G.P., Frontier City Properties, Inc., SF Splashtown GP
Inc., SF Splashtown Inc. and Spring Beverage Holding Corp. (collectively, the “Securities Sellers”), as “Sellers,”
and PARC 7-F Operations Corporation, a Florida corporation (“PARC”), as “Buyer,” entered into
that certain Securities Purchase Agreement dated January 10, 2007 (the “Securities Purchase Agreement”),
pursuant to which, among other things, Securities Sellers sold and transferred
to PARC, and PARC purchased and acquired from Securities Sellers, all of the
equity interests and partnership interests, as applicable, in: (i) Darien Lake
Theme Park and Camping Resort, Inc., (ii) Elitch Gardens, L.P., (iii) Enchanted
Parks, Inc., (iv) Frontier City Limited Partnership, (v) Premier Waterworld
Concord, Inc., and (vi) Tierco Water Park, Inc. (collectively, the “Owners”).


B.            PARC, as “Seller” and CNL Income Properties,
Inc., a Maryland corporation (“CIP”), as “Purchaser”
entered into that certain Asset Purchase Agreement dated January 10, 2007, as
the same may be amended, and as assigned by CIP to the Landlords pursuant to
those certain Partial Assignments of Asset Purchase Agreement dated April
6, 2007 (together, the “Asset Purchase Agreement”),
pursuant to which and contemporaneously with the closing of the transactions
under the Securities Purchase Agreement, PARC has caused the Owners to sell,
transfer and convey to Landlords all of the Assets (as defined in the Asset
Purchase Agreement).  Accordingly, as of
the Effective Date, each Real Property Landlord is the fee and/or
leasehold owner of the real property, improvements and certain personal
property related to the theme park facility set forth opposite its name on Exhibit A attached hereto (the
“Property(ies)”) and each Personal
Property Landlord is the owner of certain other personal property (which other
personal property together with the Properties shall hereinafter be
collectively referred to as the “Proper(ties)”)
related to the theme park facility set forth opposite its name on Exhibit A attached hereto.













C.            Pursuant to the Asset Purchase Agreement and as
a condition precedent to the closing thereunder, the Landlords and PARC Darien
Lake, LLC, PARC Elitch Gardens, LLC, PARC Enchanted Parks, LLC, PARC Frontier
City, LLC, PARC Splashtown, LLC, PARC Waterworld, LLC and PARC White Water Bay,
LLC, each a Florida limited liability company (individually, a “Tenant” and collectively, the “Tenants”) have entered into
those certain lease/sublease agreements set forth on Exhibit B
attached hereto, governing the leasing of the Properties from Landlords to
Tenants (the “Lease(s)”).


D.            Each Landlord is an Affiliate of each other
Landlord, each Tenant is an Affiliate of each other Tenant.


E.             As a further condition precedent to the closing
under the Securities Purchase Agreement and the Asset Purchase Agreement,
Guarantor has agreed, subject to certain terms, conditions and limitations more
particularly set forth herein, to guarantee payment of Guaranteed Rent under
the Leases (the “Limited Rent Guaranty (Six
Flags)”).


F.             The transactions contemplated by the Securities
Purchase Agreement and the Asset Purchase Agreement are of direct, material and
substantial benefit to Guarantor.


NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Guarantor and Landlords hereby covenant and agree as
follows:


SECTION 1


DEFINED TERMS


Terms not otherwise defined herein shall have meaning
given them in the Leases. The following terms, as used in this Guaranty, shall
have the meanings set forth below:


“Accounting Period”
shall have the meaning given such term in the Leases.


“Affiliate”
shall have the meaning given such term in the Leases.


“Aggregate Amount Funded”
shall mean, as of any given point in time, the Amount Funded for all prior
Fiscal Years plus the Amount Funded for the current Fiscal Year.


“Amount Funded”
shall mean all Guaranteed Rent paid during a Fiscal Year by Guarantor pursuant
to the terms of this Guaranty.  The
Amount Funded shall be calculated cumulatively for all Accounting Periods
elapsed during a Fiscal Year.


“Applicable Laws”
shall have the meaning given such term in the Leases.


“Asset Purchase Agreement”
shall have the meaning given such term in the Recitals.



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“Business Day”
shall have the meaning given such term in the Leases.


“CIP” shall have
the meaning given such term in the Recitals.


“Default” shall
have the meaning given such term in Section 2.A. hereof.


“Equity Event”
shall mean the occurrence of a receipt of cash proceeds by the Parc Guarantors
from the issuance of equity on a combined basis, including, without limitation,
a Triggering Equity Event, which Equity Event is confirmed by providing
evidence to Guarantor that is reasonably satisfactory to Guarantor.


“Event of Default” shall have the meaning given such term in the
Leases.


“Fiscal Year”
shall have the meaning given such term in the Leases.


“Guarantee Payment Date”
shall have the meaning given such term in Section 2.A hereof.


“Guaranteed Rent”
shall have the meaning given such term in Section 2.A hereof.


“Guarantor” shall have the meaning given
such term in the Preamble.


“Guaranty Funding Limit” shall mean the
lesser of (i) one dollar less than the aggregate net cash proceeds received by
the Parc Guarantors as a result of an Equity Event, which amount shall be
measured on the effective date of the closing of the transactions contemplated
by the Securities Purchase Agreement and thereafter on the date a subsequent
Equity Event occurs (but in no event more than two (2) times during the twelve
month period following the Effective Date and each twelve month period
thereafter) and (ii) Nine Million Nine Hundred Ninety-Nine Thousand Nine
Hundred Ninety-Nine and No/100 Dollars ($9,999,999); provided, however,
that the Guaranty Funding Limit shall be reduced by (x) $1,000,000 on January 1
of each year during the Guaranty Term plus (y) any Amount Funded hereunder,
with such reduction to occur automatically on the date of funding.  For the avoidance of doubt, if an Equity
Event occurs after the date hereof, then the amount of such Equity Event shall
be taken into account in the determination of the Guaranty Funding Limit, but,
in no event, shall (i) the Guaranty Funding Limit be increased by an amount
that exceeds the amount by which the Deferred Amount (as defined in the
Promissory Note) is decreased, solely as the result of an Equity Event,
pursuant to the terms of the Promissory Note or (ii) the subsequent Equity
Event affect any annual reduction of the Guaranty Funding Limit that occurred
prior to the date of any such subsequent Equity Event.


“Guaranty Term” shall have the meaning
given such term in Section 3 hereof.


“Landlord” shall have the meaning given
such term in the Preamble.


“Lease(s)” shall have the meaning given
such term in the Recitals.



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“Legal Requirements” shall have the
meaning given such term in the Leases.


“Limited Rent Guaranty (PARC)” shall mean that certain Limited Rent Guarnaty (PARC) of even date
herewith among PARC Guarantors and Landlords.


“Limited Rent Guaranty (Six Flags)”
shall have the meaning given such term in the Recitals.


“Overdue Rate” shall mean, on any date,
a per  annum rate of interest equal to the lesser of (i) twelve
percent (12%) or (ii) the maximum rate then permitted under applicable law.


“Owners” shall have the meaning given
such term in the Recitals.


“PARC” shall have the meaning given such
term in the Recitals.


“PARC Aggregate Amount Funded” shall mean the aggregate amount funded by the PARC Guarantors pursuant
to the Limited Rent Guaranty (PARC).


“PARC Guarantor Default Notice” shall
have the meaning given such term in Section 2.A. hereof.


“Parc Guarantors”
shall mean PARC Management, LLC, a Florida limited liability company, PARC
Operations LLC, a Florida limited liability company, PARC Investors, LLC, a
Florida limited liability company, and any Affiliate thereof.


“PARC Guarantor Unfunded Rent Due” shall
have the meaning given such term in Section 2.A. hereof.


“PARC Guaranty Funding Limit” shall mean the guaranty funding limit applicable to the PARC
Guarantors pursuant to the Limited Rent Guaranty (PARC).


“Persons” shall have the meaning given
such term in the Leases.


“Personal Property Landlord(s)” shall
have the meaning given such term in the Preamble.


“Preamble” shall mean the first
paragraph of this Agreement.


“Promissory Note”
shall have the meaning given such term in the Securities Purchase Agreement.


“Propert(ies)” shall have the meaning
given such term in the Recitals.


“Personal Property Landlord(s)” shall
have the meaning given such term in the Preamble.



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“Recitals” shall
mean paragraphs A through F under the heading “Recitals” in this Agreement.


“Rent” shall have the meaning given such
term in the Leases.


“Rent Default Notice” shall have the
meaning given such term in Section 2.A. hereof.


“Rent Due” shall have the meaning given
such term in Section 2.A. hereof.


“Securities Sellers” shall have the
meaning given such term in the Recitals.


“Tenant(s)” shall have the meaning given
such term in the Recitals.


“Triggering Equity Event” shall have the
meaning given such term in Section 3 hereof.


“Transfer” shall have the meaning given
such term in the Leases.


“Unlawful Provisions” shall have the
meaning given such term in Section 12 hereof.


SECTION
2


GUARANTY


Subject to the following provisions of this Section 2, Guarantor hereby
absolutely, unconditionally and irrevocably guarantees to Landlord the full,
complete and timely payment to Landlord of all Rent, up to a maximum amount
equal to the Guaranty Funding Limit (collectively, “Guaranteed
Rent”).  Subject to the
terms, provisions and limitations of this Guaranty, this Guaranty is an
absolute, irrevocable and unconditional guaranty of payment.  For purposes hereof, and notwithstanding
anything to the contrary contained in the Leases, it is expressly understood
and agreed that the Guaranteed Rent guaranteed hereunder shall not include any
additional amounts, including, without limitation, any sums for damages arising
from an Event of Default or termination of the Leases, specifically including
damages computed on the basis of the acceleration of any Rent due under the
Leases, it being understood and agreed that Guarantor’s agreement to pay
Guaranteed Rent hereunder shall not exceed the amount of Rent payable during
the Guaranty Term in accordance with the Leases. The parties hereto agree to
the following:


A.            In the event that Tenant shall fail to pay when
due (taking into account any applicable cure period) any Rent (the “Rent Due”) under the Lease (a “Default”), Landlords shall deliver
written notice of such Default by Tenant to Guarantor and to PARC Guarantors
(the “Rent Default Notice”).  In the event that PARC Guarantors fail to pay
to Landlords any portion or all of the Rent Due within ten (10) calendar days
after the Rent Default Notice, the Landlords shall provide Guarantor with
written notice of any Rent Due (the “PARC Guarantor Unfunded
Rent Due”) that PARC Guarantors have failed or refused to pay
(the “PARC Guarantor Default Notice”).  Guarantor shall pay to Landlords, the PARC
Guarantor Unfunded Rent Due,



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within
ten (10) calendar days following Guarantor’s receipt of the PARC Guarantor
Default Notice (the “Guarantee Payment Date”).


B.            Subject to the terms, provisions and
limitations of this Guaranty, this Guaranty is a continuing Guaranty and shall
remain in full force and effect until the termination or expiration of the
Guaranty Term.


C             Guarantor also agrees, as principal obligor and
not as a guarantor only, to pay to Landlord, in immediately available funds,
all interest on amounts recoverable under this Guaranty, from the date of
Guarantee Payment Date until payment, at the Overdue Rate.


F.             Any payment of Rent made to Landlord in
accordance with this Guaranty shall be deemed to cure any Event of Default
under the Lease with respect solely as to an Event of Default with respect to
payment of Rent and only to the extent of Rent actually paid hereunder.


SECTION 3


GUARANTY TERM


The term of this Guaranty (the “Guaranty Term”)
shall be the period commencing on the Effective Date and ending on the earliest
to occur of:


1.                                       the first date on which the Aggregate Amount
Funded equals the Guaranty Funding Limit;


2.                                       the date the Guaranty Funding Limit equals
zero;


3.                                       the date on which the last of the Leases
terminates pursuant to the terms thereof, other than a termination due to an
Event of Default by Tenant (except that Rent accrued up to the date of such
termination and unpaid shall be and remain guaranteed amounts hereunder until
paid); and


4.                                       the date of a transfer of the Leases to a
Permitted Third-Party Assignee pursuant to Section 16.1 of the Leases.


Notwithstanding
the foregoing, a termination of this Guaranty in accordance with (1) or (2)
above shall become null and void and this Guaranty shall recommence on any date
that an Equity Event occurs after such termination (such Equity Event, a “Triggering Equity Event”); provided, that the sum of
(i) the initial Guaranty Funding Limit; (ii) the Triggering Equity Event and
(iii) all other Equity Events and Triggering Equity Events hereunder does not
exceed $9,999,999; provided, further, that the Guaranty shall at
all times be subject to the Guaranty Funding Limit.



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SECTION
4


LEASES


Guarantor has received copies of the Leases and hereby
acknowledges the terms, covenants and conditions of the Leases.  The Leases shall not be amended, modified or
supplemented in any material respect without Guarantor’s prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.   Landlord agrees to provide notice of any
Event of Default under the Leases to Guarantor as soon as practicable after
Landlord has knowledge of such Event of Default.


SECTION 5


WAIVERS BY GUARANTOR


Subject to Section 2 hereof, Guarantor hereby waives
(a) notice of any default hereunder and any default, breach or nonperformance
or any Default or Event of Default with respect to any of the Guaranteed Rent
under the Leases, (b) demand for performance or observance of, and any
enforcement of any provision of, or any pursuit or exhaustion of rights or
remedies against Tenants, under or pursuant to the Leases, or any agreement
directly or indirectly relating thereto and any requirements of diligence or
promptness on the part of Landlords in connection therewith, and (c) to the
extent Guarantors lawfully may do so, any and all demand and notices of every
kind and description with respect to the foregoing or which may be required to
be given by any statute or rule of law and, subject to Section 16 hereof, any
defense of any kind which it may now or hereafter have with respect to this
Guaranty, the Leases or the Guaranteed Rent guaranteed hereunder.  Guarantor agrees that the liability of
Guarantor hereunder shall in no way be affected, diminished, or released by (i)
any forbearance or indulgence which may be granted to a Tenant (or to any
successor thereto or to any Person which shall have assumed the obligations
thereof) under the Lease, except if such forbearance or indulgence amends,
alters, modifies or otherwise affects the amount of Rent or the Tenant’s
obligation to pay the Rent and, in such event only to the extent of such effect
on the amount of Rent or Tenant’s obligation to pay the Rent, (ii) any waiver
or amendment of any term, covenant or condition in the Leases, except if such
waiver or amendment amends, alters, modifies or otherwise affects the amount of
Rent or the Tenant’s obligation to pay the Rent and, in such event only to the
extent of such effect on the amount of Rent or Tenant’s obligation to pay the
Rent or (iii) the acceptance of additional security.


SECTION 6


ENFORCEMENT


A.            Subject to the terms and provisions of this
Section, Guarantors agree that this Guaranty may be enforced by any one or more
Landlords.  Guarantor agrees that nothing
herein contained shall prevent Landlords from suing on the Leases, or from
exercising any other right



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available to Landlords under the Leases.  The exercise of any of the aforementioned
rights shall not constitute a legal or equitable discharge of Guarantor, it
being the purpose and intent of Guarantor that its obligations under this
Guaranty shall be absolute and unconditional until the termination of this
Guaranty pursuant to the terms of this Guaranty.  Guarantor’s covenants and agreements set
forth in this Section shall survive the expiration or termination of this
Guaranty.


B.            If any litigation or other court action,
arbitration or similar adjudicatory proceeding is commenced by Landlords to
enforce this Guaranty, all fees, costs and expenses, including, without
limitation, reasonable attorneys fees and court costs, incurred by Landlords in
such litigation, action, arbitration or proceeding shall be reimbursed by
Guarantor, as principal obligor and not as a guarantor only, if Landlords are
the prevailing party.  If Landlords
prevail in part in such litigation, action, arbitration or proceeding, and
loses in part, the court, arbitrator or other adjudicator presiding over such
litigation, action, arbitration or proceeding shall award reimbursement of the
fees, costs and expenses incurred by Landlords on an equitable basis.  Guarantor’s covenants and agreements set
forth in this Section shall survive the expiration or termination of this
Guaranty and shall be due and payable notwithstanding, and may in fact exceed,
any and all limits set forth in this Guaranty..


C.            It is expressly understood and agreed by
Guarantor and Landlords that Landlords may appoint any one or more Landlord to
exercise the rights of Landlords hereunder.


SECTION 7


CLAIMS BY GUARANTOR AGAINST
TENANTS


Nothing hereunder contained shall operate as a
release or discharge, in whole or in part, of any claim of Guarantor against
Tenants by subrogation or otherwise, by reason of any act done or any payment
made by Guarantor pursuant to the provisions of this Guaranty; but all such
claims shall be subordinate to the claims of Landlords.


SECTION 8


FAILURE TO FUND BY GUARANTOR


If Guarantor is required to provide funds to
Landlords pursuant to this Guaranty and fails to do so at such time Guarantor
is required to do so hereunder, interest at the Overdue Rate shall accrue and
be due and owing by Guarantor to Landlord for any Guaranteed Rent not paid when
due (which interest shall accrue from the date on which such amounts were
required to be funded hereunder until the date on which such amounts are actually
funded); it being understood and agreed that to the extent any amounts required
to be paid by Guarantor hereunder already include interest at the Overdue Rate
pursuant to Section 3.6 of the Leases, Guarantor shall not be required to pay
such interest twice.  Guarantor’s
covenants and agreements set forth in this Section shall survive the expiration
or termination of this Guaranty.



 8
 









SECTION
9


NOTICES


Notices, statements and other communications to
be given under the terms of this Guaranty shall be in writing and delivered by
hand against receipt or sent by certified or registered mail or Express Mail
service, postage prepaid, return receipt requested or by nationally utilized
overnight delivery service, addressed to the parties as follows:


	
   

  	
  To Landlords:

  	
  c/o CNL Income Partners, LP

  
	
   

  	
   

  	
  CNL Center at City Commons, 12th Floor

  
	
   

  	
   

  	
  450 South Orange Avenue

  
	
   

  	
   

  	
  Orlando, Florida 32801

  
	
   

  	
   

  	
  Attn:     Tammie
  A. Quinlan, Chief Financial Officer

  
	
   

  	
   

  	
               Amy
  Sinelli, Vice President and Corporate Counsel

  
	
   

  	
   

  	
  Fax:     (407)
  540-2544

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lowndes Drosdick Doster Kantor & Reed, P.A.

  
	
   

  	
   

  	
  215 North Eola Drive

  
	
   

  	
   

  	
  Orlando, Florida 32801

  
	
   

  	
   

  	
  Attn:     William
  T. Dymond, Jr., Esquire

  
	
   

  	
   

  	
  Fax:      (407)
  843-4444

  
	
   

  	
   

  	
   

  
	
   

  	
  To Guarantor:

  	
  Six Flags, Inc.

  
	
   

  	
   

  	
  1540 Broadway, 15th Floor

  
	
   

  	
   

  	
  New York, New York 10036

  
	
   

  	
   

  	
  Attn:     James
  M. Coughlin, Esquire

  
	
   

  	
   

  	
  Fax:      (212)
  354-3089

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cadwalader, Wickersham & Taft LLP

  
	
   

  	
   

  	
  One World Financial Center

  
	
   

  	
   

  	
  New York, New York 10281

  
	
   

  	
   

  	
  Attn:     Dennis
  J. Block, Esquire

  
	
   

  	
   

  	
  Fax:      (212)
  504-5557

  



 


or at such other address as is from time to time
designated by the party receiving the notice. 
Any such notice that is mailed in accordance herewith shall be deemed
received when delivery is received or refused, as the case may be.



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SECTION
10


APPLICABLE LAW;
JURISDICTION


This Guaranty shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to any conflicts of law provisions thereof.  The parties hereto submit to the
personal jurisdiction of the courts of the State of New York and the Federal
courts of the United States sitting in New York City, New York, and any
appellate court to which an appeal from any such state or Federal court may be
taken, and hereby irrevocably and unconditionally agree that all claims with
respect to any such claim may be heard and determined in such state court or,
to the extent permitted by law, in such Federal court.  The parties agree that a final judgment in
any such claim shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment
or in any other manner provided by law. 
Each of the parties hereto irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Guaranty or any related matter in
any New York state or Federal court located in New York City, New York and the
defense that such court is an inconvenient forum for the maintenance of such
claim.


SECTION 11


CUMULATIVE RIGHTS


All the rights of the parties herein are
cumulative and not alternative and may be enforced successively or concurrently.  Failure of any party to exercise any of its
rights shall not be deemed a waiver thereof, and no waiver of any of a party’s
rights shall be deemed to apply to any other rights.


SECTION 12


SEVERABILITY


In case any provision (or any part of any
provision) contained in this Guaranty shall for any reason be held to be
invalid, illegal or unenforceable in any respect (an “Unlawful
Provision”), such Unlawful Provision shall not affect any other
provision (or remaining part of the affected provision) of this Guaranty, but
this Guaranty shall be construed as if such Unlawful Provision had never been a
part of this Guaranty unless such Unlawful Provision materially affects the
benefits and burdens anticipated by the parties in entering into this Guaranty.



 10
 









SECTION 13


GRAMMAR


When used herein, the singular shall include
the plural; the plural the singular; and the use of any gender shall be
applicable to all genders.


SECTION 14


TIME OF THE ESSENCE


Time is of the essence in the performance of
the obligations and undertakings of the parties hereto.


SECTION 15


CAPTIONS


The captions appearing in this Guaranty are
inserted only as a matter of convenience and do not define, limit, construe or
describe the scope or intent of the sections of this Guaranty or in any way
affect this Guaranty.


SECTION 16


MISCELLANEOUS


A.            Limitation of Liability. 
Nothing in this Guaranty shall create any liability or obligation for
Guarantor to pay the Guaranteed Rent or any of the other amounts due hereunder
to the extent Tenants would not have liability or otherwise be responsible to
Landlords for Rent under the Leases. 
Guarantor shall have the right to assert as a defense to any of its
liabilities and obligations hereunder any defense that is available to Tenants
under the Leases.  Notwithstanding the
foregoing to the contrary, the obligations of Guarantor contained in this
Guaranty shall nevertheless remain in full force and effect and shall be
binding upon Guarantor if Tenant is under no legal obligation to pay any Rent
under the Lease as a result of insolvency, bankruptcy, or other similar
proceedings affecting Tenant or any assets of Tenant.


B.            Reimbursement, Subrogration, Etc.  In the
event that Guarantor pays any amount of Guaranteed Rent hereunder, such
amount paid by Guarantor, including any interest thereon, plus the amount of
any fees, expenses or costs paid by Guarantor in accordance with Section 6
hereof, shall become a debt obligation of Tenant and the Parc Guarantors to
Guarantor and, notwithstanding any prohibition to the contrary contained in the Leases, Tenant shall
deliver a promissory note to Guarantor, substantially in the form of the
Promissory Note, in the amount of the Guaranteed Rent paid, and any interest
paid thereon, in accordance with this Guaranty. 
The



 11
 









obligations
under such note shall rank senior to the Promissory Note but shall be expressly
subordinate to the Lease and the Limited Rent Guaranty (PARC).  Until
all obligations of Tenants under the Leases shall have been paid and performed
in full, Guarantor shall have no right of subrogation, and Guarantor waives any
defense it may have based upon any election of remedies by Landlords which
destroy Guarantor’s subrogation rights or Guarantor’s rights to proceed against
Tenants for reimbursement, (including, without limitation, any loss of rights
Guarantor may suffer by reason of any rights, powers or remedies of Tenants in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging the indebtedness to Landlord). 
If, notwithstanding such waiver, any funds shall be paid or transferred
to Guarantor on account of such subrogation, contribution, or other similar
rights at any time when all of the obligations of Tenants have not been paid in
full, Guarantor shall hold such funds in trust for Landlords and shall
forthwith pay over to Landlords such funds to be applied by Landlords to the
obligations of Tenants.  Nothing
contained in this paragraph shall limit Holder’s right to be paid under the
Promissory Note or any other note issued in accordance herewith so long as
Tenants are current in all Rent due and payable to Landlords so long as there
is no continuing Event of Default under the Leases.


C.            Continuing Enforcement.  If,
after receipt of any payment under this Guaranty, Landlords are compelled or
agree, for settlement purposes, to surrender such payment to any Person
relating to Guarantor’s insolvency, bankruptcy or inability to pay its debts as
they become due or as a direct result of Guarantor’s actions (including,
without limitation, a determination that such payment is void or voidable as a
preference or fraudulent conveyance, an impermissible setoff, or a diversion of
trust funds), Guarantor’s obligation to fund under this Guaranty shall continue
(subject to such other limitations as are set forth herein) as if the payment
(which was so surrendered) had not been made. 
The provisions of this Section shall survive the termination of this
Guaranty.


D.            Remedies Cumulative.  No
remedy herein conferred upon a party hereto is intended to be exclusive of any
other remedy, and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity (including, without limitation, the right to seek the remedy
of specific performance) or by statute or otherwise.


E.             Entire Agreement.  This
Guaranty constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof and shall supersede and take the place of
any other instruments purporting to be an  agreement of
the parties hereto relating to the subject matter hereof.


F.             Counterparts.  The parties agree that this
Guaranty may be signed and delivered in counterparts.


[Signatures Begin on Next Page]



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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Guaranty with the intention of creating an instrument under seal.


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  	
   

  
	
   

  	
  Name:

  	
  James M. Coughlin

  	
   

  
	
   

  	
  Title:

  	
  General Counsel

  	
   

  
	
   

  
	
   

  
	
   

  	
  LANDLORDS:

  
	
   

  	
   

  
	
   

  	
  CNL INCOME DARIEN LAKE, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CNL INCOME ELITCH GARDENS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CNL INCOME ENCHANTED VILLAGE, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CNL INCOME FRONTIER CITY, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
  Title:   Senior Vice President

  
										



 


Signature Page to Limited Rent Guaranty











 


	
   

  	
  CNL INCOME SPLASHTOWN, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME WATERWORLD, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME WHITE WATER BAY, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME DARIEN LAKE TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME ELITCH GARDENS TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME ENCHANTED VILLAGE TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
  Title:   Senior Vice President

  



 


Signature Page to Limited Rent
Guaranty











 


	
   

  	
  CNL INCOME FRONTIER CITY TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
   Name:  Amy
  Sinelli

  
	
   

  	
   

  	
   Title:   Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME SPLASHTOWN TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME WATERWORLD TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNL INCOME WHITE WATER BAY TRS CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Amy Sinelli

  	
   

  
	
   

  	
   

  	
  Name:  Amy Sinelli

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANTS:

  
	
   

  	
   

  
	
   

  	
  PARC DARIEN LAKE, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
  Name:  Randal H. Drew

  
	
   

  	
  Title:   President

  
							



 


Signature
Page to Limited Rent Guaranty











 


	
   

  	
  PARC ELITCH GARDENS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  	
   

  
	
   

  	
  PARC ENCHANTED PARKS, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  	
   

  
	
   

  	
  PARC FRONTIER CITY, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  	
   

  
	
   

  	
  PARC SPLASHTOWN, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
  Title:   President

  
					



 


Signature
Page to Limited Rent Guaranty











 


	
   

  	
  PARC WATERWORLD, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  	
   

  
	
   

  	
  PARC WHITE WATER BAY, LLC,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PARC OPERATIONS, LLC,

  
	
   

  	
   

  	
  a Florida limited liability company,

  
	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
   

  	
  Name: Randal H. Drew

  
	
   

  	
   

  	
  Title:   President

  



 


Signature Page to Limited Rent Guaranty











EXHIBIT A


List of
Properties


	
  Landlord

  	
   

  	
  Property

  
	
   

  	
   

  	
   

  
	
  CNL Income Darien Lake, LLC

  	
   

  	
  Six Flags Darien Lake, Darien Center, NY

  
	
  CNL Income Darien Lake TRS
  Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income Elitch Gardens,
  LLC

  	
   

  	
  Elitch Gardens, Denver, CO

  
	
  CNL Income Elitch Gardens
  TRS Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income Enchanted
  Village, LLC

  	
   

  	
  Enchanted Village & Wild Waves, Federal Way, WA

  
	
  CNL Income Enchanted Village
  TRS Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income Frontier City,
  LLC

  	
   

  	
  Frontier City, Oklahoma City, OK

  
	
  CNL Income Frontier City TRS
  Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income Splashtown, LLC

  	
   

  	
  Splashtown, Spring, Texas

  
	
  CNL Income Splashtown TRS
  Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income Waterworld, LLC

  	
   

  	
  Waterworld, Concord, CA

  
	
  CNL Income Waterworld TRS
  Corp.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CNL Income White Water Bay,
  LLC

  	
   

  	
  White Water Bay, Oklahoma City, OK

  
	
  CNL Income White Water Bay
  TRS Corp.

  	
   

  	
   

  



 











EXHIBIT B


Leases


1.                                       Lease
Agreement, dated as of April 6, 2007, between CNL Income Darien Lake, LLC, as
landlord, and PARC Darien Lake, LLC, as tenant.


2.                                       Lease
Agreement, dated as of April 6, 2007, between CNL Income Elitch Gardens, LLC,
as landlord, and PARC Elitch Gardens, LLC, as tenant.


3.                                       Sublease
Agreement, dated as of April 6, 2007, between CNL Income Enchanted Village, LLC,
as landlord, and PARC Enchanted Parks, LLC, as tenant.


4.                                       Lease
Agreement, dated as of April 6, 2007, between CNL Income Frontier City, LLC, as
landlord, and PARC Frontier City, LLC, as tenant.


5.                                       Lease
Agreement, dated as of April 6, 2007, between CNL Income Splashtown, LLC, as
landlord, and PARC Splashtown, LLC, as tenant.


6.                                       Sublease
Agreement, dated as of April 6, 2007, between CNL Income Waterworld, LLC, as
landlord, and PARC Waterworld, LLC, as tenant.


7.                                       Lease
Agreement, dated as of April 6, 2007, between CNL Income White Water Bay, LLC,
as landlord, and PARC White Water Bay, LLC, as tenant.


8.                                       Personal
Property Lease Agreement, dated as of April 6, 2007, between CNL Income Darien
Lake TRS Corp., as landlord, and PARC Darien Lake, LLC, as tenant.


9.                                       Personal
Property Lease Agreement, dated as of April 6, 2007, between CNL Income Elitch
Gardens TRS Corp., as landlord, and PARC Elitch Gardens, LLC, as tenant.


10.                                 Personal
Property Sublease Agreement, dated as of April 6, 2007, between CNL Income
Enchanted Village TRS Corp., as landlord, and PARC Enchanted Parks, LLC, as
tenant.


11.                                 Personal
Property Lease Agreement, dated as of April 6, 2007, between CNL Income
Frontier City TRS Corp., as landlord, and PARC Frontier City, LLC, as tenant.


12.                                 Personal
Property Lease Agreement, dated as of April 6, 2007, between CNL Income
Splashtown TRS Corp., as landlord, and PARC Splashtown, LLC, as tenant.


13.                                 Personal
Property Sublease Agreement, dated as of April 6, 2007, between CNL Income
Waterworld TRS Corp., as landlord, and PARC Waterworld, LLC, as tenant.


14.                                 Personal
Property Lease Agreement, dated as of April 6, 2007, between CNL Income White
Water Bay TRS Corp., as landlord, and PARC White Water Bay, LLC, as tenant.