Exhibit
10.4


UNSECURED SUBORDINATED PROMISSORY NOTE


	
  US $37,000,000.00

  	
  New York, NY

  
	
   

  	
  (Place of Execution)

  
	
   

  	
   

  
	
   

  	
  April 6, 2007

  



 


FOR VALUE RECEIVED, PARC Operations, LLC, a Florida limited
liability company (“PARC Operations”), PARC 7F-Operations Corporation, a
Florida corporation, PARC Elitch Gardens, LLC, a Florida limited liability
company, PARC White Water Bay, LLC, a Florida limited liability company, PARC
Frontier City, LLC, a Florida limited liability company, PARC Splashtown, LLC,
a Florida limited liability company, PARC Waterworld, LLC, a Florida limited
liability company, PARC Darien Lake, LLC, a Florida limited liability company,
and PARC Enchanted Parks, LLC, a Florida limited liability company (each an “Obligor” and collectively the “Obligors”),
jointly and severally, promise to pay to the order of Six Flags, Inc., whose address is 1540
Broadway, 15th Floor;
New York, New York 10036 (“Holder”), the principal sum of THIRTY-SEVEN MILLION AND NO/100 DOLLARS
($37,000,000.00), together with interest (as then in effect, the “Interest Rate”) on the outstanding principal balance from
the date hereof, until paid, at the rate of seven and one-half percent per
annum through April 5, 2009 (“Period One”)
and at the rate of eight and one-half percent per annum from April 6, 2009
through April 6, 2017 (the “Maturity Date,”
and such period between Period One and the Maturity Date, “Period Two”),
in lawful money of the United States of America.  Accrued and unpaid interest only shall be due
and payable monthly on the outstanding principal balance at the applicable
Interest Rate beginning on May 1, 2007, and continuing on the first (1st) day of each month thereafter until the Maturity Date.  In addition, the principal shall be due and
payable in consecutive annual payments of ONE MILLION SEVEN HUNDRED
THOUSAND AND NO/100TH DOLLARS (US $1,700,000.00), on the first calendar day of January
beginning on January 1, 2008,  and
continuing on each anniversary thereof through and including January 1, 2016,
and the entire indebtedness evidenced hereby shall be due and payable in full,
together with a balloon principal payment of TWENTY ONE
MILLION SEVEN HUNDRED THOUSAND AND NO/100TH DOLLARS (US $21,700,000.00) on the Maturity Date; provided, however,
that if the amount of the Limited Rent Guaranty (Six Flags) to be provided by
Holder in favor of the Landlords (as defined therein) under the Leases as of
the date of this Note is less than $9,999,999 (the excess of $9,999,999 over
the amount of such guaranty, the “Deferred Amount”),
then payments of principal and interest under this Note shall be deferred until
such time as the total amount of deferred payments of principal and interest
(such deferred payments, the “Accrued Deferred Payments”)
equals the Deferred Amount, and the Deferred Amount shall be added to the
balloon payment due hereunder; provided, further, however,
that the Deferred Amount shall be reduced (but not below zero) by an amount
equal to (i) $1,000,000 on January 1 of each year plus (ii) the amount of any
Amount Funded (as such term is defined in the Limited Rent Guaranty (Six
Flags)); concurrently therewith, the amount, if any, by which the Accrued
Deferred Payments exceeds the Deferred Amount, as adjusted, shall be paid in
full to the Holder.  If an Equity Event
(as such term is defined in the Limited Rent Guaranty (Six Flags)) occurs after
the date of this Note, then the Deferred Amount shall be further reduced (but
not below zero) by the amount of the net proceeds received by Obligors upon consummation
of













such subsequent Equity Event
effective as of the date of such Equity Event; concurrently therewith, the
amount, if any, by which the Accrued Deferred Payments exceeds the Deferred
Amount, as adjusted, shall be paid in full to the Holder.  If any installment under this Note is due on
a day that is not a Business Day (as defined herein), such installment shall be
deemed to be due and payable on the next Business Day and such extension of
time shall be taken into account in calculating the amount of interest payable
under this Note.  All computation of
interest shall be made by Holder on the basis of a year of 360 days.


At any time from the date of this Note, the
Obligors may prepay the entire or any portion of the unpaid principal balance
of this Note in full or in part on the last Business Day before a scheduled
monthly payment date without any additional payment of a prepayment fee or
penalty.  Upon prepayment of this Note,
the Obligors shall simultaneously pay any and all interest accrued on this Note
through and including the date of such prepayment.


From time to time, without affecting the
obligations of the Obligors or their respective successors or assigns to pay
the outstanding principal balance of this Note and observe the covenants of the
undersigned contained herein (after any applicable notice or cure period, if
any), and without affecting the guaranty of any person, corporation,
partnership or other entity for payment of the outstanding principal balance of
this Note, without giving notice to or obtaining the consent of the Obligors,
the successors or assigns of the Obligors or guarantors, and without liability
on the part of Holder, Holder may, at the option of Holder, extend the time for
payment of said outstanding principal balance or any part thereof, reduce the
payments thereon, release anyone liable on any of said outstanding principal
balance, accept a renewal of this Note, modify the terms and time of payment of
said outstanding principal balance, join in any extension or subordination
agreement, release any security given herefor, take or release other or
additional security, and agree in writing with the Obligors to modify the rate
of interest or period of amortization of this Note or change the amount of the
monthly installments payable hereunder or otherwise modify, amend or waive any
term or provision of this Note.


Presentment, notice of dishonor, right to set
off and counterclaim, and protest are hereby waived by each of the Obligors.


Unless applicable law requires otherwise, so
long as no Event of Default (as defined below) occurs and is continuing, all
payments received by Holder under this Note shall be applied by Holder to the
interest, fees and costs and the principal (if applicable) of the Note.  If an Event of Default occurs and is
continuing, Holder may apply any payments received by Holder in any amount and
in any order as Holder shall determine in Holder’s sole discretion.


Any forbearance by Holder in exercising any
right or remedy under this Note shall not be a waiver of or preclude the
exercise of any right or remedy.


Capitalized terms used herein but not defined
herein have the respective meanings given them in the Leases (as defined in
Schedule A hereto).


I.    DEFAULTS.


A.  Events of Default.  The
occurrence of any one or more of the following events shall constitute an event
of default hereunder (an “Event of Default”):



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(1)          Any installment under this Note is not
received by Holder within five (5) calendar days after the due date and such
default is not cured by the undersigned within five (5) calendar days of the
receipt of written notice from Holder;


(2)          Any Obligor fails to observe or perform any
other term of this Note;


(3)          Any Obligor makes any materially incorrect or
misleading representation or warranty to Holder in connection with this Note or
in any certificate, report, financial statement or other information delivered
to the Holder;


(4)          Any provision of this Note for any reason
ceases to be valid and binding on or enforceable against the undersigned or the
undersigned so states in writing;


(5)          Any Obligor (i) defaults in any payment of
principal of or interest on any indebtedness or contingent obligation (other
than its obligation under this Note) or (ii) defaults in the observance or
performance of any agreement or condition relating to any indebtedness or
contingent obligation (other than this Note) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur, the effect of which is to permit such indebtedness or contingent
obligation to be declared due and payable or such indebtedness or contingent
obligation shall otherwise become due or required to be prepaid prior to its
stated maturity (determined without regard to whether any notice is required);
provided, that it shall not constitute an Event of Default pursuant to clause
(i) or (ii) above unless the aggregate principal amount of all such
indebtedness or contingent obligations as described in clauses (i) and (ii),
inclusive, exceeds $2,000,000 at any one time;


(6)          One or more judgments, orders or decrees is
entered against any Obligor involving a liability not paid or fully covered by
insurance in excess of $2,000,000 for all such judgments and decrees and all
such judgments or decrees shall not have been vacated, discharged or stayed or
bonded pending appeal within sixty (60) days from the entry thereof;


(7)          Any of the following occurs: (i) the merger
or consolidation of any Obligor with or into any other person other than an
affiliate of the undersigned, (ii) the dissolution or liquidation of any
Obligor (iii) the sale of all or substantially all of the assets of any
Obligor, without the prior written consent of Holder, which will not be
unreasonably withheld; or (iv) the transfer of a controlling interest in the
securities of any Obligor, without the prior written consent of Holder, which
will not be unreasonably withheld; or


(8)          Any of the events that may be deemed an event
of default, taking into account all applicable cure periods, if any, in
accordance with Section 12.1 of any of the Leases (as defined in Schedule A
hereto), as currently in effect as of the date of this Note and any amendment
of which in the Leases shall not be deemed to be an amendment for purposes of
this Note, occurs, and as a result thereof, the Landlord under such Leases
shall have declared a default.



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Holder shall deliver a written notice of any
Event of Default to the Obligor (the “Notice of Default”)
as soon as practicable after Holder has knowledge of such Event of Default.


Each Obligor shall deliver to Holder a copy
of any notice of default that the undersigned receives with respect to the
Leases upon its receipt thereof.


B.  Additional Interest; Late Charge.  Upon
an Event of Default, the balance of this Note shall bear additional interest
equal to four percent (4%) per annum in excess of the Interest Rate (except as
hereafter provided in Section V.C hereof) (the “Default Rate”),
computed from the date any Obligor receives the Notice of Default to the date
the Event of Default is no longer continuing, as evidenced by written notice
from Holder to the Obligors; provided, however, that if the
Default Rate is in excess of the amount permitted to be charged to the Obligors
under applicable federal or state law, Holder shall be entitled to collect
additional interest at the highest rate permitted by such law.  In addition to the foregoing, upon an Event
of Default pursuant to Section I.A.(1) hereof, the Obligors shall pay to Holder
a late charge equal to three percent (3%) of each payment past due for five (5)
or more calendar days, such late charge to be immediately due and payable
without demand by Holder.


C.  Acceleration. 
If the
Obligors fail to cure any Event of Default described in Section I.A.(1) hereof
within five (5) calendar days of any Obligor’s receipt of the Notice of Default
or any other Event of Default within thirty (30) calendar days of its receipt
of Notice of Default, then, pursuant to written notice to the Obligors, Holder
may, at any time that such Event of Default is continuing, accelerate this Note
and declare all outstanding and unpaid principal, interest, additional interest
and late charges then due and payable, regardless of any prior
forbearance.  If Holder elects to
accelerate the Note, the Obligors shall also pay to Holder all of Holder’s
reasonable expenses and costs in connection with Holder’s collection hereunder,
including, without limitation, reasonable attorneys’ fees, court costs and
expenses, including attorneys’ fees and expenses on any appeal and without
relief from valuation and appraisement laws.


II.    REPRESENTATIONS


By its execution hereof, each Obligor
represents that:


A.            Authority.  The
Obligor has the legal capacity, power and ability to execute and deliver this
Note and to perform all of its obligations hereunder.  This Note is the legal, valid and binding
obligation of the Obligor, enforceable against the Obligor in accordance with
the terms hereof.


B.            No Conflict; Consents.  The
execution, delivery and performance by the Obligor of this Note do not and will
not (i) violate any law, rule or regulation, conflict with any agreement,
instrument or other document or order, judgment, injunction or determination by
which the Obligor or any of its assets are bound or (ii) require the consent or
approval of any governmental authority or other person or entity.



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III.    ADDITIONAL COVENANTS.


In addition to the covenants
and agreements made in this Note, the Obligors further covenant and agree (and
shall cause its successors or assigns to covenant and agree) with and in favor
of Holder as follows:


A.            Monthly Financial
Statements.  Throughout the term of this Note each Obligor
shall deliver to Holder a copy of the information delivered to the Landlord
under Section 17.2 of the Lease.


B.            Audited Financial
Statements.  Each Obligor shall deliver to Holder within
forty-five (45) days after the end of each Fiscal Year, a profit and loss
statement, balance sheet and statement of cash flow showing results from
operations during such Fiscal Year.  The
aforesaid financial statements shall be accompanied by a Certificate of the
Chief Executive Officer or the Chief Financial Officer of the Obligor (or of
the Obligor’s general partner or managing member, if applicable) (an “Officer’s Certificate”) which, for purposes
hereof shall mean a Certificate of the Chief Executive Officer or the Chief
Financial Officer of the Obligor (which Certificate shall also be certified by
another officer, or partner or member of the undersigned) in which such Officer
shall certify to the best of such Officer’s knowledge (a) that such statements
have been properly prepared in accordance with GAAP and are true, correct and
complete in all material respects and fairly present the consolidated financial
condition of the Obligor at and as of the dates thereof and the results of its
operations for the period covered thereby, and (b) that no Event of Default has
occurred and is continuing hereunder or under the Leases.  If the Holder shall determine in its
reasonable discretion that the Holder could be required to include the assets,
liabilities and results of the activities of any Obligor and its Affiliates in
the consolidated financial statements of the Holder pursuant to applicable
accounting requirements and guidance (the foregoing, a “Consolidation Determination”), then the
Obligor shall also deliver to Holder at any time and from time-to-time, upon
not less than twenty (20) days notice from Holder, any financial statements or
other financial reporting information required to be filed by Holder with the
SEC or any other governmental authority or required pursuant to any order
issued by any Governmental Agencies or arbitrator in any litigation to which
Holder is a party for purposes of compliance therewith (“Additional Information”).  If the Obligor is required to incur any
additional out of pocket costs, fees and expenses in preparing such Additional
Information other than in the ordinary course of the Obligor’s obligations
hereunder, Holder shall reimburse the Obligor for all costs, fees and expenses
incurred in such preparation. 
Notwithstanding the foregoing, in the event that the Obligor’s financial
records are not otherwise being reviewed or audited by an independent certified
public accountant then the Holder will accept financial statements certified
true and correct by the Chief Financial Officer of the Obligor to the best of
such Officer’s knowledge (or of the Obligor’s general partner or managing
member, if applicable).  If Holder makes
a Consolidation Determination, in connection with Holder’s responsibility to
maintain effective internal controls over financial reporting and the
requirements for complying with the Sarbanes-Oxley Act of 2002 (“SOX”), each Obligor hereby agrees to
provide reasonable access to the Obligor’s books and records and properties,
upon reasonable prior oral or written notice to the Obligor and reasonable
assistance necessary to Holder that will allow Holder to conduct activities
necessary to satisfy such responsibilities, including but not limited to the
activities stipulated by the Public Company Accounting Oversight Board in its
release 2004-1, or other 



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similarly
promulgated guidance by other regulatory agencies.  Each Obligor shall be reimbursed its
reasonable expenses incurred for all such services and assistance requested by
Holder.  Holder agrees to provide the
Obligor with appropriate notice regarding the conduct of the activities
anticipated in this provision.  If Holder
makes a Consolidation Determination, the Obligor agrees to provide, at Holder’s
request and expense, evidence of the Obligor’s documented policies, if any,
regarding “whistle-blower” procedures and regarding the reporting of fraud or
misstatements involving financial reporting of the Obligor.


C.            Records.  Each
Obligor shall keep and maintain at all times in accordance with GAAP (separate
and apart from its other books, records and accounts) complete and accurate up
to date books and records adequate to reflect clearly and correctly the results
of operations of the Obligor.  Such books
and records shall be kept and maintained at the Leased Property or the Obligor’s
principal office.  Holder or its
representatives shall have, at all reasonable times during normal business
hours, reasonable access, on reasonable advance notice, to examine and copy
each Obligor’s books and records and properties.  Such books and records shall be available for
at least four (4) years for Holder’s inspection, copying, review and audit at
Holder’s expense during reasonable business hours and upon reasonable notice.


D.            Compliance with SOX.  If the Holder makes a Consolidation
Determination, each Obligor shall comply with any and all policies that Holder
has implemented in accordance with SOX, copies of all such policies to be
provided to each Obligor.  In addition to
the requirements contained in Section III.C. hereof, each Obligor shall provide
Holder and Holder’s accountants with all access to the Obligor’s books,
records, properties and personnel as Holder or its accountants may deem
reasonably necessary in order for (i) Holder to comply with SOX, (ii) Holder’s
officers to provide the required certifications under SOX and (iii) Holder to
perform the necessary audits and necessary reviews of procedures required by
SOX and the rules and regulations of the SEC.


E.                   No Distributions.  If the Obligors Net Worth (as defined below)
after the transactions contemplated herein, is less than the Guaranteed Funding
Limit (as defined in the Limited Rent Guaranty (Six Flags), no Obligor shall,
directly or indirectly: (i) declare or pay any dividend or make any other
payment or distribution on account of such Obligor’s equity interests to the
direct or indirect holders of such equity interests in their capacity as such
or (ii) purchase, redeem or otherwise acquire or retire for value any equity
interests in the Obligor or any direct or indirect parent of the Obligor, if,
in any such case, the aggregate stockholder’s equity of the Obligors determined
in accordance with GAAP after giving effect to any such transactions would be
less than the total aggregate stockholder’s equity of the Obligors determined
in accordance with GAAP as of the date of this Note.  “Obligors Net Worth” shall mean the net worth
of the Obligors, provided, the net worth of each Obligor shall be calculated in
accordance with GAAP and Obligors Net Worth shall include an Obligor (other
than PARC Operations) for only as long as such Obligor is owned by PARC
Operations or one of its Affiliates.


F.                   Limitation on Incurrence of
Indebtedness.  Except for liabilities incurred
in the ordinary course of business and any working capital credit facility
established by any of the Obligors in an aggregate amount not to exceed Twenty
Million Dollars ($20,000,000) (the “Working
Capital Facility”), each Obligor shall not create, incur, assume or
guarantee, or permit to exist or become or remain liable directly or indirectly
upon, any Indebtedness except



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Indebtedness of the Obligor to Landlord under the
applicable Lease and Indebtedness permitted under the terms of any Lease.  As used in this Section III.H. (and
notwithstanding any other definition of Indebtedness in the Lease),
Indebtedness shall mean all obligations, contingent or otherwise, to pay or
repay monies irrespective of whether, in accordance with GAAP, such obligations
should be reflected on the obligor’s balance sheet as debt.


G.                  Confidentiality.  Holder agrees that
any information provided to Holder pursuant to this Section III shall not be
used for any competitive purpose and shall be treated by Holder as confidential,
except to the extent that disclosure of any such information is required
by law, regulation, regulatory authority or other applicable judicial or
governmental requirement or order or stock exchange or other similar stock
listing requirements.


IV.    SUBORDINATION.


Holder, by its acceptance of this Note,
agrees that the payment of all obligations owing to it pursuant hereto are and
will be subordinated to the prior payment in full of any and all indebtedness
and other obligations incurred by the Obligors under (i) the Leases and related
loan documentation, (ii) the Working Capital Facility, provided that, such
subordination of Holder in favor of the Working Capital Facility lender shall
permit the payment of scheduled principal and interest payments under this Note
so long as no default or event of default has occurred and is continuing under
the Working Capital Facility, including without limitation any payment or
covenant default or event of default of any kind or nature whatsoever, without
regard to (A) the nature of the default or event of default or (B) whether the
Working Capital Facility lender has taken any steps to enforce any rights or
seek any remedies arising by virtue of such default or event of default, and
(iii) any other promissory note issued by Obligors in favor of Holder pursuant
to the Limited Rent Guaranty (Six Flags) (the “Additional
Notes”).  Upon any payment or
distribution of assets of any Obligor of any kind or character, including in
connection with any winding up, dissolution or liquidation of any Obligor, the
Leases, the Working Capital Facility and the Additional Notes shall first be
paid in full to the satisfaction of (i) the Landlords under the Leases, (ii)
the lender(s) under the Working Capital Facility and (iii) Holder with respect
to the Additional Notes, prior to any payment or distribution on this
Note.  Notwithstanding the foregoing to
the contrary, nothing contained in this Note shall impair or otherwise affect
the obligation of the Obligors to make regular monthly payments of interest and
annual payments of principal as provided in the first paragraph of this Note; provided,
however, that Holder shall not be entitled to receive, and the Obligors
shall not be obligated to make, any payments (including regular monthly payments
of interest and annual payments of principal under this Note) for so long as
any Obligor is in default with respect to payment under any Lease, the Working
Capital Facility or the Additional Notes. 
Holder hereby agrees to promptly execute and deliver any subordination
agreements, instruments and acknowledgments as may be required by the Landlord
of any Lease, the lender(s) under the Working Capital Facility or the Holder
with respect to the Additional Notes in order to further evidence the agreement
of Holder to subordinate its right to payment under this Note as described in
this Section IV.



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V.    GENERAL.


A.            Notice;
Business Day


Any notice to Holder or any Obligor provided
for in this Note shall be given in the manner provided in the applicable Lease.  The term “Business Day” means any day other
than a Saturday, a Sunday, or any other day which in Florida or New York is a
legal holiday or a day on which banking institutions are authorized or required
by law or government action to close.


B.            Assignment


This Note is freely assignable in whole or in
part, from time to time, by Holder and Holder may grant participation
interest(s) herein.  Without limiting the
foregoing, the Obligors understand and agree that Holder may sell, pledge,
grant a security interest in, collaterally assign, transfer, deliver or
otherwise dispose of this Note, from time to time.  This Note shall be binding upon each Obligor,
its heirs, devises, administrators, executives, personal representatives,
successors, receivers, trustees, permitted assignees, including all successors
in interest of each Obligor, and shall inure to the benefit of Holder hereof,
and the successors and assignees of Holder.


Each Obligor may, with the prior written
consent of Holder, require the assumption of this Note upon an assignment of
all of the Leases pursuant to the terms of the Leases by the assignee of the
Leases (the “Assuming Party”).  Upon any such assumption by the Assuming
Party of all obligations under this Note and the execution of all documents
required by Holder to evidence the Assigning Party’s obligations as set forth
herein, the Obligors or any subsequent Assuming Party shall be released from
liability under this Note.   The Obligors or the Assuming Party shall be
responsible for any and all costs, fees (including reasonable attorney’s fees),
documentary taxes, intangible taxes, transfer taxes, etc. incurred in
connection with any such assignment and assumption.


C.            Governing Law; Usury;
Miscellaneous


This Note shall be governed by and construed
in accordance with the laws of the State of New York.  The Obligors and Holder agree that any
dispute arising out of this Note shall be subject to the jurisdiction of both
the state and federal courts in New York. 
For that purpose, each Obligor hereby submits to the jurisdiction of the
state and federal courts of New York. 
Each Obligor further agrees to accept service of process out of any of
the aforesaid courts in any such dispute by registered or certified mail,
postage prepaid, addressed to the undersigned or by “express mail” or national
receipted overnight delivery service addressed to the Obligor.  Nothing herein contained, however, shall
prevent Holder from bringing any action or exercising any rights against (i)
any or all Obligors, (ii) any security or (iii) the assets of any or all
Obligors, within any other state or jurisdiction.


The parties hereto intend to conform strictly
to the applicable usury laws.  In no
event, whether by reason of demand for payment, prepayment, acceleration of the
maturity hereof or otherwise, shall the interest contracted for, charged or
received by Holder hereunder or otherwise exceed the maximum amount permissible
under applicable law.  If, from any
circumstance whatsoever, interest would otherwise be payable to Holder in
excess of the maximum lawful amount, the interest payable to Holder shall be
reduced automatically to the maximum amount permitted by applicable law.  If Holder shall ever receive anything of
value deemed interest under applicable law which would apart from this
provision be in excess of the maximum lawful



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amount, an amount equal to
any amount which would have been excessive interest shall be applied to the
reduction of the principal amount owing hereunder in the inverse order of its
maturity and not to the payment of interest, or if such amount which would have
been excessive interest exceeds the unpaid balance of principal, such excess
shall be refunded to the undersigned. 
All interest paid or agreed to be paid to Holder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term (including any renewal or extension) of such
indebtedness so that the amount of interest on account of such indebtedness
does not exceed the maximum permitted by applicable law.  The provisions of this paragraph shall
control all existing and future agreements between the undersigned and Holder.


Whenever possible this Note and each
provision hereof shall be interpreted in such manner as to be effective, valid
and enforceable under applicable law. 
Any provisions of this Note which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  In addition, any
determination that the application of any provision hereof to any person or
under any circumstance is illegal and unenforceable shall not affect the
legality, validity and enforceability of such provision as it may be applied to
any other person or in any other circumstance.


D.            WAIVER OF JURY TRIAL; NO
CONSEQUENTIAL OR PUNITIVE DAMAGES.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR AND HOLDER BY ITS ACCEPTANCE
HEREOF, FOR ITSELF AND FOR EACH HOLDER HEREOF, HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY AGREE, THAT:


(a)           NEITHER THE OBLIGOR NOR
HOLDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR LEGAL REPRESENTATIVE OF ANY OF THE
SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY
OTHER LITIGATION PROCEDURE ARISING FROM OR BASED UPON THIS NOTE, ANY INSTRUMENT
OR ANY LOAN DOCUMENT EVIDENCING, SECURING OR RELATING TO THE OBLIGATIONS OR TO
THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES THERETO;


(b)           NEITHER THE OBLIGOR NOR
HOLDER SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS
BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT
BE WAIVED;


(c)           THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE OBLIGOR AND HOLDER, AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;


(d)           NEITHER THE OBLIGOR NOR
HOLDER HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES;



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(e)           IN NO EVENT SHALL HOLDER BE
RESPONSIBLE OR LIABLE FOR CONSEQUENTIAL OR PUNITIVE DAMAGES TO THE EXTENT
PERMITTED BY LAW; AND


(f)            THIS PROVISION IS A MATERIAL
INDUCEMENT FOR HOLDER TO ENTER INTO THIS TRANSACTION AND IS SEPARATELY GIVEN,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


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IN WITNESS WHEREOF, the undersigned has caused this
Note to be duly executed as of the date first written above.


	
  

  	
  PARC 7F-OPERATIONS CORPORATION,

  a Florida corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  
	
   

  	
  Name:

  	
  Randal H. Drew

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC OPERATIONS, LLC, a
  Florida limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  
	
   

  	
  Name:

  	
  Randal H. Drew

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC ELITCH GARDENS, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  
	
   

  	
  Name:

  	
  Randal H. Drew

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC WHITE WATER BAY, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Randal H. Drew

  
	
   

  	
  Name: 

  	
  Randal H. Drew

  
	
   

  	
  Title: 

  	
  President

  
													



 











 


	
  

  	
  PARC FRONTIER CITY, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
  Name:

  	
  Randal H. Drew

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC SPLASHTOWN, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
  Name:

  	
  Randal H. Drew

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC WATERWORLD, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
  Name:

  	
  Randal H. Drew

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARC DARIEN LAKE, LLC, a
  Florida limited

  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  	
   

  
	
   

  	
  Name:

  	
  Randal H. Drew

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
												



 











 


	
  

  	
  PARC ENCHANTED PARKS, LLC, a
  Florida

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal H. Drew

  
	
   

  	
  Name:

  	
  Randal H. Drew

  
	
   

  	
  Title:

  	
  President

  
					



 











SCHEDULE A


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.


Each Tenant referenced in 1
through 7 above, herein, “Tenant” and each Lease referenced in 1 through 7
above, herein, “Lease.”