QuickLinks
 -- Click here to rapidly navigate through this document
Exhibit 4.1  


EXECUTION COPY 






 

REGISTRATION RIGHTS AGREEMENT  


Dated as of January 18, 2005 


Between



SIX FLAGS, INC.  


and 


LEHMAN BROTHERS INC.

BEAR, STEARNS & CO. INC

ALLEN & COMPANY LLC

BANC OF AMERICA SECURITIES LLC

BNY CAPITAL MARKETS, INC.

CALYON SECURITIES (USA) INC.  


as Initial Purchasers 






 







  



 
 

Table of Contents    
    



	 
	 	 
	 	Page

	1.	 	Definitions	 	3
	2.	 	Securities Subject to This Agreement	 	4
	3.	 	Registered Exchange Offer	 	4
	4.	 	Shelf Registration	 	6
	5.	 	Additional Interest	 	7
	6.	 	Registration Procedures	 	7
	7.	 	Registration Expenses	 	13
	8.	 	Indemnification and Contribution	 	14
	9.	 	Rule 144A	 	16
	10.	 	Participation in Underwritten Registrations	 	16
	11.	 	Selection of Underwriters	 	16
	12.	 	Miscellaneous	 	17




2









   
        This Registration Rights Agreement (this "Agreement") is made and entered into as of January 18, 2005, by Six Flags, Inc., a Delaware corporation (the "Company"), and
Lehman Brothers Inc., Bear, Stearns & Co. Inc., Allen & Company LLC, Banc of America Securities LLC, BNY Capital Markets, Inc. and Calyon Securities
(USA) Inc. (collectively, the "Initial Purchasers"). 


        This
Agreement is entered into in connection with the Purchase Agreement, dated as of January 6, 2005, between the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of $195,000,000 aggregate principal amount of the Company's 9?% Senior Notes due 2014 (the "Notes"). Capitalized terms used but not
specifically defined herein have the respective meanings ascribed thereto in the Purchase Agreement. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction
of a condition to its obligations thereunder, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Notes (including the Initial Purchasers) (the "Holders"), as
follows: 


        1.    Definitions.    As used in this Agreement, the following capitalized terms shall have the following meanings: 



            Additional Interest Payment Date:    With respect to the Notes, each Interest Payment Date until
the earlier of (i) the date on which Additional Interest is no longer payable or (ii) maturity of the Notes. 


            Broker-Dealer:    Any broker or dealer registered under the Exchange Act. 



            Closing Date:    The date hereof. 


            Commission:    The Securities and Exchange Commission. 


            Consummate:    A Registered Exchange Offer shall be deemed "Consummated" for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required
pursuant to Section 3(b) hereof, and (iii) the delivery by the Company of the Exchange Notes in the same aggregate principal
amount as the aggregate principal amount of Transfer Restricted Securities that were validly tendered by Holders thereof pursuant to the Exchange Offer. 


            Effectiveness Target Date:    As defined in Section 5. 


            Exchange Act:    The Securities Exchange Act of 1934, as amended. 



            Exchange Notes:    The Notes to be issued pursuant to the Indenture in the Exchange Offer. 


            Exchange Offer:    The registration by the Company under the Securities Act of the Exchange Notes
pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate amount equal to the aggregate amount of the Transfer Restricted Securities tendered in such exchange offer by such
Holders. 


            Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange
Offer, including the Prospectus which forms a part thereof. 


            Exempt Resales:    The transactions in which the Initial Purchasers propose to sell the Notes to
certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act, and to certain non-U.S. persons. 



3







 




            Holders:    As defined in Section 2(b) hereof. 


            Indenture:    The Indenture, dated as of December 5, 2003, between the Company and The Bank
of New York, as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. 



            Initial Purchasers:    As defined in the preamble hereto. 


            NASD:    National Association of Securities Dealers, Inc. 


            Person:    An individual, partnership, corporation, limited liability company, trust or
unincorporated organization, or a government or agency or political subdivision thereof. 



            Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 


            Registration Default:    As defined in Section 5 hereof. 


            Registration Statement:    Any registration statement of the Company relating to (a) an
offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed
pursuant to the provisions of this Agreement, in either case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein. 


            Securities Act:    The Securities Act of 1933, as amended. 


            Shelf Filing Deadline:    As defined in Section 4 hereof. 



            Shelf Registration Statement:    As defined in Section 4 hereof. 


            TIA:    The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb), as
amended. 


            Transfer Restricted Securities:    Each Note, until the earliest to occur of (a) the date on
which such Note has been exchanged by a person other than a Broker-Dealer for Exchange Notes in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of such
Note for one or more Exchange Notes, the date on which such Exchange Notes are sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (c) the date on which such Notes have been effectively registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (d) the date on which such Notes are eligible to be distributed to the public pursuant to Rule 144(k) under the Securities Act; 


            Underwritten Registration or Underwritten
Offering:    A registration in which securities of the Company are sold to an underwriter for reoffering to the public. 




        2.    Securities Subject to This Agreement.    Transfer Restricted Securities. The securities entitled to the benefits
of this Agreement are the Transfer Restricted Securities. 



            Holders of Transfer Restricted Securities.    A Person is deemed to be a holder of Transfer
Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. 




        3.    Registered Exchange Offer.    (a) Unless the Exchange Offer shall not be permissible under applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the events set forth in Section 4(a)(ii) has occurred the Company shall
(i) cause to be filed with the Commission on or prior to 90 days after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Notes and the Exchange
Offer, (ii) use all 


4







 

commercially
reasonable efforts to cause such Registration Statement to become effective no later than on or prior to 180 days after the Closing Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with
the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) unless
the Exchange Offer would not be permitted by applicable law or Commission policy, the Company will commence the Exchange Offer and use all commercially reasonable efforts to issue on or prior to 30
business days, or longer if required by the federal securities laws, after the date on which such Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all
Transfer Restricted Securities tendered prior thereto in the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in exchange
for the Transfer Restricted Securities and to permit resales of Exchange Notes held by Broker-Dealers as contemplated by Section 3(c) below. The 90, 180 and 30 business day periods referred to
in (i), (ii) and (iii) of this Section 3(a) shall not include any period during which the Company is pursuing a Commission ruling pursuant to Section 6(a)(i) below. 


        (b)   The
Company shall use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The Company shall cause the Exchange Offer to comply in all material respects with all applicable
federal and state securities laws. The Company shall use all commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30 business days thereafter. 


        (c)   The
Company shall indicate in a "Plan of Distribution" section contained in the Prospectus contained in the Exchange Offer Registration Statement that any Broker-Dealer
who holds Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted
Securities acquired directly from the Company), may exchange such Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such
"Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Exchange Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a
change in policy announced after the date of this Agreement or otherwise. 


        The
Company shall use all commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions
of Section 6(c) below to the extent necessary to ensure that it is available for resales of Exchange Notes (that are Transfer Restricted Securities) acquired by Broker-Dealers for their own
accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is declared effective. 


5







 



        The
Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day period in order
to facilitate such resales. 


        4.    Shelf Registration.    



        (a)    Shelf Registration.    If (i) the Company is not required to file an Exchange Offer Registration
Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been
complied with) or (ii) if any Holder of Transfer Restricted Securities that is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) shall notify the
Company prior to the 20th day following the Consummation of the Exchange Offer (A) that such Holder is prohibited by applicable law or Commission policy from participating in the Exchange
Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) that such Holder is a Broker-Dealer and holds Notes acquired directly from the
Company or one of its affiliates, then the Company shall in lieu of, or in the event of (ii) above, in addition to effecting the registration of the Exchange Notes pursuant to the Exchange
Offer Registration Statement, use all commercially reasonable efforts to: 



        (x)   cause
to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the "Shelf Registration Statement"), on or prior to the earlier to occur of (1) the 60th day after the date on which the Company determines that it is not required
to file the Exchange Offer Registration Statement or (2) the 60th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by
clause (ii) above (such earlier date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which
shall have provided the information required pursuant to Section 4(b) hereof; and 


        (y)   cause
such Shelf Registration Statement to be declared effective by the Commission on or before the 120th day after the Shelf Filing Deadline. 




        The
Company shall use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Notes by the Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the second anniversary of the Closing Date; provided, however, that the Company shall in no event be obligated to keep such
Shelf Registration Statement effective for a period of more than 180 days from the date the Shelf Registration Statement is declared effective by the Commission if the Shelf Registration
Statement is required to be filed solely to permit resales by a Broker-Dealer that holds Notes acquired directly from the Company or one of its affiliates or such shorter period that will terminate
when all the Notes or Exchange Notes, as applicable, cease to be Transfer Restricted Securities. 


        (b)    Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until such
Holder shall 


6







 



have
used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company
all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 


        5.    Additional Interest    


        (a)   If
(a) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this
Agreement, (b) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the
"Effectiveness Target Date"), (c) the Exchange Offer has not been Consummated within 30 business days after the Effectiveness Target Date with respect to the Exchange Offer Registration
Statement or (d) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded within 10 business days by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each
such event referred to in clauses (a) through (d), a "Registration Default"), the Company will be obligated to pay additional cash interest ("Additional Interest") to each Holder of the Notes
commencing upon the occurrence of such Registration Default in an amount equal to $.05 per week per $1,000 principal amount of Notes held by such Holder. The amount of Additional Interest will
increase by an additional $.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum
amount of Additional Interest of $.50 per week per $1,000 principal amount of Notes. All accrued Additional Interest shall be paid to Holders by the Company in the same manner as interest is made
pursuant to the Indenture. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities, the accrual of Additional Interest with respect to such Transfer Restricted Securities will cease. 


        All
obligations of the Company set forth in the preceding paragraph that have accrued and are outstanding with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. 


        (b)   The
Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest are required to
be paid (an "Event Date"). Additional Interest shall be paid by depositing Additional Interest with the Trustee, in trust, for the benefit of the Holders of the Notes, on or before the applicable
Interest Payment Date (whether or not any payment other than Additional Interest is payable on such Notes), in immediately available funds in sums sufficient to pay the Additional Interest then due to
such Holders. Each obligation to pay Additional Interest shall be deemed to accrue from the applicable date of the occurrence of the Registration Default. 


        6.    Registration Procedures.    


        (a)    Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Company shall comply with
all of the provisions of Section 6(c) below, shall use all commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: 



        (i)    If
in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company hereby agrees to
seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an 



7







 

Exchange
Offer for such Notes. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to
effect a change of Commission policy. The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a resolution (which need not be favorable) by the Commission staff of such submission. 


        (ii)   As
a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all
such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any
such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (including Brown & Wood LLP (available
February 7, 1997), and any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired
by such Holder directly from the Company. 


        (iii)  Prior
to the effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the
Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991), Brown & Wood
LLP (available February 7, 1997) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a
representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the
Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes received in the Exchange Offer. 




        (b)    Shelf Registration Statement.    In connection with the Shelf Registration Statement, the Company shall comply
with all the provisions of Section 6(c) below and shall use all commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company will as expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the
intended method or methods of distribution thereof. 


8







 

        (c)    General Provisions.    In connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Notes by
Broker-Dealers), the Company shall: 



        (i)    use
all commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omit to state a
material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this
Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of
either clause (A) or (B), use all commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable
for their intended purpose(s) as soon as practicable thereafter; 


        (ii)   prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 


        (iii)  in
the case of a Shelf Registration, advise any Holders at their record address and, if requested by such Persons, to confirm such advice in writing, (A) when
the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to
make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or
other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company
shall use all commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 


        (iv)  in
the case of a Shelf Registration, furnish to each of the selling or exchanging Holders that are Initial Purchasers upon request (and upon receipt of such
confidentiality agreements as may reasonably be requested by the Company) and each of their underwriter(s), if any, before 



9







 




filing
with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s), if any, for a period of
at least five business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all
such documents incorporated by reference) to which selling Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement or the
underwriter(s), if any, shall reasonably object within five business days after the receipt thereof. A selling Holder or underwriter, if any, shall be deemed to have reasonably objected to such filing
if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 


        (v)   in
the case of a Shelf Registration, make available at reasonable times for inspection by the selling Holders that are Initial Purchasers and any of their underwriters
participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such selling Holders or any of the underwriter(s), all financial and other records,
pertinent corporate documents and properties of the Company and cause the Company's officers, directors, managers and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness; 


        (vi)  in
the case of a Shelf Registration, if requested by any selling Holders that are Initial Purchasers or any of their underwriter(s), promptly incorporate in any
Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably
request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal
amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold
in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; 


        (vii) in
the case of a Shelf Registration, furnish to each selling Holder and, in the case of any selling Holder that is an Initial Purchaser, each of their underwriter(s),
if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference); 


        (viii)    in
the case of a Shelf Registration, deliver to each selling Holder and, in the case of any selling Holder that is an Initial Purchaser, each of their underwriter(s),
if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 



10









  



        (ix)    in
the case of a Shelf Registration requested by an Initial Purchaser, enter into such agreements (including an underwriting agreement), and make such representations
and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement
contemplated by this Agreement, all to such extent as may be requested by any Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant
to any Registration Statement contemplated by this Agreement; and in connection with an Underwritten Registration, the Company shall: 



        (A)    upon
request, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to
underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement: 



        (1)    a
certificate, dated the date of the effectiveness of the Shelf Registration Statement, signed by (y) the Chairman of the Board, its President or a Vice President
and (z) the Chief Financial Officer of the Company, confirming, as of the date thereof, such matters as such parties may reasonably request; 


        (2)    an
opinion, dated the date of the effectiveness of the Shelf Registration Statement, of counsel for the Company, covering such matters as such parties may reasonably
request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the
independent public accountants for the Company, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the
related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness
or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality upon facts provided to such counsel by officers and other representatives
of the Company and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time
such Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing,
such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial and statistical data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and 



        (3)    a
customary comfort letter, dated the date of the effectiveness of the Shelf Registration Statement, from the Company's independent accountants, in the customary form
and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings. 




        (B)    set
forth in full or incorporated by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with
respect to all parties to be indemnified pursuant to said Section; and 




11







 


        (C)    deliver
such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary
conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this clause (xi), if any. 


        If
at any time the representations and warranties of the Company contemplated in clause (A)(1) above cease to be true and correct, the Company shall so advise the Initial
Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 




        (x)    in
the case of a Shelf Registration, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders that are Initial Purchasers,
their underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders or underwriter(s) may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or
qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; 


        (xi)    in
the case of a Shelf Registration, shall issue, upon the request of any Holder of Notes covered by the Shelf Registration Statement, Exchange Notes in the same amount
as the Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the
purchaser(s) of such Exchange Notes, as the case may be; in return, the Notes held by such Holder shall be surrendered to the Company for cancellation; 


        (xii)    in
the case of a Shelf Registration, cooperate with the selling Holders and, in the case of any selling Holder that is an Initial Purchaser, each of their
underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable
such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s) acting on behalf of any Initial Purchaser, if any, may request at
least two business days prior to any sale of Transfer Restricted Securities made by such underwriter(s); 


        (xiii)    use
all commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or, in the case Initial Purchasers are selling Holders, the underwriter(s), if any, to consummate
the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) above; 



        (xiv)    if
any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; 


        (xv)    provide
CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide certificates for the Transfer
Restricted Securities; 


        (xvi)    cooperate
and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any Initial Purchaser or any
underwriter acting 



12







 




on
its behalf (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use all commercially reasonable efforts
to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to
consummate the disposition of such Transfer Restricted Securities; provided, however, that the Company shall not be required to register or qualify as a
foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating
to the Registration Statement, in any jurisdiction where it is not now so subject; 


        (xvii)    otherwise
use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their
security holders, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal
quarter in which Transfer Restricted Securities are sold to underwriters acting on behalf of any Initial Purchaser in a firm or best efforts Underwritten Offering or (B) if not sold to
underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; 


        (xviii)    cause
the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms
of the TIA; and execute and use all commercially reasonable efforts to cause the Trustee to execute all documents that may be required to effect such changes and all other forms and documents required
to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 


        (xix)    provide
promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act. 




        Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will
deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D)
hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xvi) hereof or shall have received the Advice. 


        7.    Registration Expenses.    


        All
expenses incident to the Company's performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser with the NASD (and, if applicable, the fees and expenses of any
"qualified independent 


13







 



underwriter"
and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), and associated messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for the Company; and (v) all fees and disbursements of independent certified public accountants of the Company
(including the expenses of any special audit and comfort letters required by or incident to such performance). 


        The
Company will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. 


        8.    Indemnification and Contribution.    



        (a)    In
connection with a Shelf Registration Statement or in connection with any delivery of a Prospectus contained in an Exchange Offer Registration Statement by any
participating Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange Notes, the Company shall indemnify and hold harmless each Holder of Transfer Restricted Securities included
within any such Shelf Registration Statement and each participating Broker-Dealer or Initial Purchaser selling Exchange Notes, and each person, if any, who controls any such person within the meaning
of Section 15 of the Securities Act (each, a "Participant") from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited
to, any loss, claim, damage, liability or action relating to purchases and sales of Notes) to which such Participant or controlling person may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and shall reimburse each Participant promptly upon demand for any legal or other expenses reasonably incurred by such
Participant in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred;  provided, however, that
(i) the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement or any prospectus forming part thereof or in
any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Participant specifically for inclusion therein; and  provided further that as to any preliminary Prospectus, the indemnity agreement contained in this Section 8(a) shall not inure to the benefit of
any such Participant or any controlling person of such
Participant on account of any loss, claim, damage, liability or action arising from the sale of the Exchange Notes to any person by that Participant if (i) that Participant failed to send or
give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act and (ii) the untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact in such preliminary Prospectus was corrected in the Prospectus, unless, in each case, such failure resulted from
non-compliance by the Company with Section 6(c). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Participant or to any
controlling person of that Participant. 


        (b)    Each
Participant, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers, employees or agents and each person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which
the Company or any such director, officer, employees or agents or controlling person may become subject, under the Securities Act or otherwise, 


14







 



insofar
as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
Prospectus, Registration Statement or Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the Company by or on behalf of that Participant specifically for inclusion herein, and shall reimburse the Company and any such
director, officer, employees or agents or controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer, employees or agents or controlling person
in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which any Participant may otherwise have to the Company or any such director, officer or controlling person. 



        (c)    Promptly
after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action;  provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this
Section 8 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an
indemnified party, and it shall have notified the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently
incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the
indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other Participants and its respective officers, employees and controlling persons who may
be subject to liability arising out of any claim in respect of which indemnity may be sought by the Participants against the indemnifying party under this Section 8 if, in the reasonable
judgment of the indemnified party it is advisable for the indemnified party and those Participants, officers, employees and controlling persons to be jointly represented by separate counsel, and in
that event the fees and expenses of such separate counsel shall be paid by the indemnifying party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel). Each indemnified party, as a condition of the indemnity agreements contained in Section 8, shall use its best efforts to cooperate with the indemnifying
party in the defense of any such action or claim. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably
withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent
(which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. 


15







 



        (d)    If
the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under
Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as shall be
appropriate to reflect the relative fault of the Company on the one hand and the Participants on the other with respect to the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or the Participants, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Participants agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the
Participants were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 8(d), no Participant shall be required to contribute any amount in excess of the amount by which proceeds received by such Participant from an offering of the
Notes exceeds the amount of any damages which such Participant has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Participants' obligations to contribute as provided in this Section 8(d) are several and not joint. 


        9.    Rule 144A.    


        The
Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. 


        10.    Participation in Underwritten Registrations.    


        No
Initial Purchaser may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 


        11.    Selection of Underwriters.    


        Initial
Purchasers of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Company;  provided, that such
investment bankers
and managers must be reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering. 


16









   
        12.    Miscellaneous.    


        (a)    No Inconsistent Agreements.    The Company will not on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 


        (b)    Adjustments Affecting the Notes.    The Company will not take any action, or permit any change to occur, with
respect to Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer unless such action or change is required by applicable law. 


        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered. 



        (d)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 



        (i)    if
to a Holder, at the address of such Holder maintained by the Registrar under the Indenture; and 



        (ii)   if
to the Company: 




Six
Flags, Inc.

122 East 42nd Street

49th Floor

New York, NY 10168

Attention: General Counsel

Facsimile: 212-949-6203 


With
a copy to: 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: David Lefkowitz, Esq.

Facsimile: 212-310-8007 






        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight
delivery. 


        Copies
of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 


        (e)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including without limitation and without the need for 


17







 



an
express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or
be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 


        (f)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 


        (g)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (h)    Governing Law.    This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


        (i)    Severability.    In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 


        (j)    Entire Agreement.    This Agreement together with the other transaction documents is intended by the parties as
a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter. 


        (k)    Required Consents.    Whenever the consent or approval of Holders of a specified percentage of Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or any of its respective affiliates (as such term is defined in Rule 405 under the Securities
Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


18








   
EXECUTION COPY 


        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	

 	

 	
 	

SIX FLAGS, INC.
	

 	

 	
 	

By:	

/s/  JAMES F. DANNHAUSER      
 Name: James F. Dannhauser

Title: Chief Financial Officer
	

Accepted as of the date thereof



LEHMAN BROTHERS INC.

BEAR, STEARNS & CO. INC

ALLEN & COMPANY LLC

BANC OF AMERICA SECURITIES LLC

BNY CAPITAL MARKETS, INC.

CALYON SECURITIES (USA) INC	
 	

 	

 
	

By:	

LEHMAN BROTHERS INC.	
 	

 	

 
	

By:	

/s/  ILLEGIBLE      
 Authorized Representative	
 	

 	

 




19











QuickLinks


Table of Contents