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                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 2, 2001

                                     Between

                                 SIX FLAGS, INC.

                                       and

                              LEHMAN BROTHERS INC.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                        MORGAN STANLEY & CO. INCORPORATED
                            SALOMON SMITH BARNEY INC.
                          ALLEN & COMPANY INCORPORATED
                            BNY CAPITAL MARKETS, INC.
                      CREDIT LYONNAIS SECURITIES (USA) INC.
                            SCOTIA CAPITAL (USA) INC.


                              as Initial Purchasers






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                                TABLE OF CONTENTS

                                                                     PAGE

1.       Definitions...................................................1

2.       Securities Subject to This Agreement..........................3

3.       Registered Exchange Offer.....................................3

4.       Shelf Registration............................................5

5.       Liquidated Damages............................................6

6.       Registration Procedures.......................................7

7.       Registration Expenses........................................14

8.       Indemnification and Contribution.............................15

9.       Rule 144A....................................................18

10.      Participation in Underwritten Registrations..................18

11.      Selection of Underwriters....................................18

12.      Miscellaneous................................................18



<PAGE>

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of February 2, 2001, by Six Flags, Inc., a Delaware
corporation (the "Company"), and Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith
Barney Inc., Allen & Company Incorporated, BNY Capital Markets, Inc., Credit
Lyonnais Securities (USA) Inc. and Scotia Capital (USA) Inc. (collectively, the
"Initial Purchasers").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of January 30, 2001, between the Company and the Initial
Purchasers (the "Purchase Agreement"), which provides for the sale by the
Company to the Initial Purchasers of $375,000,000 principal amount of the
Company's 9-1/2% Senior Notes due 2009 (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:

                  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.

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

                  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.


<PAGE>

                  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.

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

                  Indenture: The Indenture, dated as of February 2, 2001,
         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.



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                  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 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.

                  (a) 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 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 commercially reasonable efforts to cause such
Registration Statement to become effective no later than 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


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<PAGE>

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.

                  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-
<PAGE>

         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.



                                      -5-
<PAGE>

                  (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 Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder shall 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. Liquidated Damages

                  (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 ("Liquidated Damages") 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 Liquidated Damages 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 Liquidated Damages of $.50 per week per $1,000 principal
amount of Notes. All accrued Liquidated Damages 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 Liquidated Damages 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 Liquidated Damages 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
Liquidated Damages are required to be paid (an "Event Date"). Liquidated Damages
shall be paid by depositing Liquidated Damages with the Trustee, in trust, for


                                      -6-
<PAGE>

the benefit of the Holders of the Notes, on or before the applicable Interest
Payment Date (whether or not any payment other than Liquidated Damages is
payable on such Notes), in immediately available funds in sums sufficient to pay
the Liquidated Damages then due to such Holders. Each obligation to pay
Liquidated Damages 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 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


                                      -7-
<PAGE>

         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.

                  (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


                                      -8-
<PAGE>

         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 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


                                      -9-
<PAGE>

         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 Purchase, 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


                                      -10-
<PAGE>

         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;

                           (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 to a large
                           extent 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


                                      -11-
<PAGE>

                           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

                           (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;



                                      -12-
<PAGE>

                           (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 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


                                      -13-
<PAGE>

         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.



                                      -14-
<PAGE>

                  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 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,


                                      -15-
<PAGE>

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, 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


                                      -16-
<PAGE>

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.

                  (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


                                      -17-
<PAGE>

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.

         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.



                                      -18-
<PAGE>

                  (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 West Fifth Street
                                    New York, NY 10053
                                    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.



                                      -19-
<PAGE>

                  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 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.



                                      -20-
<PAGE>

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



                                    SIX FLAGS, INC.

                                    By:   _________________________________
                                          Name:
                                          Title:



Accepted as of the date thereof

LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
ALLEN & COMPANY INCORPORATED
BNY CAPITAL MARKETS, INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
SCOTIA CAPITAL (USA) INC.

By:   LEHMAN BROTHERS INC.

By:      _______________________
         Name:
         Title: