Exhibit 4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
made as of April 30, 2010, by and among Six Flags Entertainment
Corporation, a Delaware corporation formerly known as Six Flags, Inc.
(the “Company”), and each of the other Persons signatory hereto or that
executes and delivers a joinder agreement pursuant to Section 10
hereof.  Capitalized terms used but not
otherwise defined herein are defined in Section 11  hereof.


 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


 


1.           Demand and Shelf Registrations.


 


(a)           Demand
Registrations.  At any time that the
Company has not effected or is not diligently pursuing a Shelf Registration
pursuant to Section 1(b), after the date that is one hundred and twenty
(120) days after the Effective Date, Holder(s) of at least twenty percent
(20%) of the Registrable Securities then issued and outstanding (the “Initiating
Holders”) may request registration under the Securities Act of all or any
portion of their Registrable Securities in an Underwritten Offering (an “Underwritten
Demand Offering”) on (i) Form S-1 or any similar long-form
registration statement (a “Long-Form Registration”), or, if
available, (ii) Form S-3 or any similar short-form registration
statement (a “Short-Form Registration”) (any registration under this
Section 1(a), a “Demand Registration”).


 


(b)           Shelf
Registration.  The Company shall, as
soon as reasonably practicable, but in any event within thirty (30) days
following the Effective Date, file a registration statement on any permitted
form that qualifies, and is available for, the sale of Registrable Securities,
with the Securities and Exchange Commission in accordance with and pursuant to Rule 415
promulgated under the Securities Act (or any successor rule then in
effect) (the “Shelf Registration”), and shall thereafter, subject to Section 1(c),
use its reasonable best efforts to cause such Registration Statement to be
declared effective as promptly as practicable. If any Registrable Securities
remain issued and outstanding after three (3) years following the initial
effective date of such Shelf Registration (the “Initial Shelf Effective Date”),
the Company shall, prior to the expiration of such Shelf Registration, file a
new Shelf Registration covering such Registrable Securities and shall
thereafter use its best efforts to cause to be declared effective as promptly
as practical, such new Shelf Registration. 
The Company shall use its reasonable best efforts to convert any Shelf
Registration effected as a Long-Form Registration (a “Long-Form Shelf”)
to a Short-Form Registration (a “Short-Form Shelf,” and
together with any Long-Form Shelf, the “Shelf”) as promptly as
reasonably practicable after the Company is eligible to use a Short-Form Registration.


 


(c)           Information
from Holders.  In order to be named
as a selling securityholder in the Shelf Registration as of the Initial Shelf
Effective Date, each Holder must no later than five (5) Business Days
prior to the Initial Shelf Effective Date, which will be at least twenty (20)
days following notice by the Company of the expected Initial Shelf Effective
Date, furnish to the Company in writing such information in writing as may be
reasonably requested by the 


 

















 


Company for the purpose of including such Holder’s
Registrable Securities in the Shelf Registration (the “Selling Holder
Information”).  The Company shall
include in the Shelf Registration Selling Holder Information received by the
Company at least five (5) Business Days prior to the Initial Shelf
Effective Date, to the extent necessary and in a manner so that upon Initial
Shelf Effective Date the Holder shall be named as a selling securityholder and
be permitted to deliver (or be deemed to deliver) a prospectus relating to the
Shelf Registration to purchasers of the Registrable Securities in accordance
with applicable law.


 


From and after the Initial Shelf Effective Date
(including with respect to a Shelf that is not the initial Shelf Registration),
upon receipt of Selling Holder Information (including any updated Selling
Holder Information) that the Company may reasonably request in writing
(including any amendments to any prior Selling Holder Information), if any, but
in any event within ten (10) Business Days (in the case of a supplement)
or within thirty (30) calendar days (in the case of an amendment), as
applicable, after the Company receives such requested Selling Holder
Information, if any, the Company shall use its reasonable best efforts to file
any amendments or supplements, as applicable, to the Shelf Registration or a
prospectus relating to the Shelf Registration or the documents incorporated by
reference therein necessary for such Holder to be named as a selling
securityholder and permit such Holder to deliver (or be deemed to deliver) a
prospectus relating to the Shelf Registration to purchasers of the Registrable
Securities (subject to the Company’s rights during any Delay Period or
Suspension Period); provided, however, that the Company shall not
be required to file more than one (1) such amendment.  Holders that do not deliver Selling Holder
Information as provided for in this Section 1(c) shall not be
named as selling securityholders in the prospectus relating to the Shelf
Registration until such Holder delivers such information.  If the Company shall file a post-effective
amendment to the Shelf Registration, it shall use reasonable best efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is reasonably practicable and notify such Holder
as promptly as is reasonably practicable after the effectiveness under the
Securities Act of any post-effective amendment. 
If such Selling Holder Information is delivered during a Delay Period or
Suspension Period, the Company shall so inform the Holder delivering such
Selling Holder Information and shall take the actions set forth in this Section 1(c) upon
expiration of the Delay Period or Suspension Period, as applicable, as though
such Holder’s Selling Holder Information had been delivered on the expiration
date of such Delay Period or Suspension Period.


 


(d)           Demand
Notices and Requests for Underwritten Shelf Takedowns.  One or more Holders may request (i) pursuant
and subject to Section 1(a) and the other terms and conditions
hereof, a Demand Registration, or (ii) pursuant and subject to Section 1(b) and
the other terms and conditions hereof, to sell all or any portion of their
Registrable Securities in an Underwritten Offering that is registered pursuant
to the Shelf (an “Underwritten Shelf Takedown”).  Each such request shall be made by giving written
notice (an “Underwritten Offering Notice”) to the Company.  Each Underwritten Offering Notice shall
specify the approximate number of Registrable Securities requested to be
registered, in the case of a Demand Registration, or sold, in the case of an
Underwritten Shelf Takedown, and the anticipated per share price range for such
offering (net of underwriting discounts or commissions).  Within ten (10) days after receipt of
any Underwritten Offering Notice, the Company shall give written notice of such
requested registration or requested Underwritten Shelf Takedown, as applicable,
to all other Holders of Registrable Securities and, subject to the provisions
of Section 1(g) below, shall include in such 


 


1

















 


Demand Registration or Underwritten Shelf Takedown, as
applicable, all Registrable Securities with respect to which the Company has
received written requests for inclusion therein within fifteen (15) days after
the receipt of the Company’s notice. 
Following the delivery of an Underwritten Offering Notice in connection
with a Demand Registration, the Company shall use its reasonable best efforts
to make such filing within forty-five (45) days of receipt of such Underwritten
Offering Notice, and use its reasonable best efforts to cause such registration
statement to become effective within one hundred and twenty (120) days after
receipt of an Underwritten Offering Notice.


 


(e)           Registrations;
Takedowns.


 


(i)         A registration shall not count as one of
the permitted Demand Registrations until it has become effective, and any
Demand Registration shall not count as a Demand Registration unless the
Initiating Holder(s) is able to register and sell at least eighty percent
(80%) of the Registrable Securities requested to be registered by such
Initiating Holder(s) in such Demand Registration; provided that the
Company shall in any event pay all Registration Expenses in connection with any
registration initiated as a Demand Registration whether or not it has become
effective and whether or not such registration has counted as one of the
permitted Demand Registrations; provided  further  that a Demand Registration which is
withdrawn at the sole request of the Initiating Holder(s) who demanded such Demand Registration will count as
a Demand Registration unless the Company is reimbursed by such Initiating Holder(s) for all
reasonable out-of-pocket expenses incurred by the Company in connection with
such registration.


 


(ii)        An underwritten sale
of Registrable Securities shall not count as one of the permitted Underwritten
Shelf Takedowns unless the Holder(s) requesting any such Underwritten
Shelf Takedown is able sell at least eighty percent (80%) of the Registrable
Securities requested to be sold in such Underwritten Shelf Takedown; provided
that an Underwritten
Shelf Takedown which is withdrawn at the sole request of such Holder(s) will count as
an Underwritten Shelf
Takedown unless the Company is reimbursed by such Holder(s) for all reasonable
out-of-pocket expenses incurred by the Company in connection with any such Underwritten Shelf Takedown.


 


(f)            Short-Form Registrations.  Demand Registrations shall be Short-Form Registrations
whenever the Company is permitted to use any applicable short form.


 


(g)           Priority
on Demand Registrations and Underwritten Shelf Takedowns.  Subject to Section 1(k), the
Company shall not include in any Demand Registration or Underwritten Shelf
Takedown any securities which are not Registrable Securities without the prior
written consent of the Holder(s) of a majority of the Registrable
Securities included in such registration. 
If any managing underwriter(s) advises the Company in writing that
in its opinion the number of Registrable Securities and, if permitted
hereunder, other securities requested to be included in an Underwritten Demand
Offering or Underwritten Shelf Takedown exceeds the number of Registrable
Securities and other securities, if any, which can be sold in an orderly manner
in such offering within a price range acceptable to the Holder(s) of a
majority of the Registrable Securities requesting such Demand Registration or
requesting to be included in the Underwritten Shelf Takedown, as applicable,
the Company shall include in such Demand Registration or 


 


2

















 


Underwritten Shelf Takedown the number which can be so
sold in the following order of priority: 
first, the Registrable Securities requested to be included in
such registration, which in the opinion of such underwriter(s) can be sold
in an orderly manner within the price range of such offering, pro rata among the respective Holder(s) of such
Registrable Securities on the basis of the number of shares of Common Stock
owned by each such Holder(s), second, the securities to be sold for the
account of the Company, and third, any other securities requested to be
included in such registration to the extent permitted hereunder.


 


(h)           Effectiveness
Period.  The Company shall use
commercially reasonable efforts to keep each Registration Statement filed
pursuant to this Section 1 continuously effective and usable for
the resale of the Registrable Securities covered thereby (i) in the case
of a registration that is not a Shelf Registration, for a period of one hundred
twenty (120) days from the date on which the SEC declares such
Registration Statement effective and (ii) in the case of a Shelf
Registration, for a period of three (3) years from the date on which the
SEC declares such Registration Statement effective; provided, however,
that the time period for which the Company is required to maintain the
effectiveness of any Registration Statement relating to a Demand Registration
shall be extended by the aggregate number of days of all applicable Delay
Periods and Suspension Periods occurring with respect to such registration, and
such period and any extension thereof is hereinafter referred to as the “Effectiveness
Period.”  Notwithstanding the
foregoing, the Company shall have no obligation to keep a Registration
Statement effective after the date all securities covered by such Registration
Statement have been sold by the Holder and the Effectiveness Period shall end
on such date.


 


(i)            Restrictions
on Demand Registrations and Underwritten Offerings.  Notwithstanding anything contained herein to
the contrary, the Company shall not be obligated to:


 


(i)         effect in the
aggregate, more than five (5) Underwritten Offerings (whether by Short-Form Registration,
Long-Form Registration or Underwritten Shelf Takedown);


 


(ii)        effect in the
aggregate, more than five (5) Long-Form Demand Registrations;


 


(iii)       file
a registration statement for a Demand Registration within one-hundred eighty
(180) days after the effective date of a previous Demand Registration;


 


(iv)       effect an Underwritten Offering prior to August 31,
2010 unless (x) the Company’s independent registered public accounting
firm agrees to render and does render to the Company and the underwriters for
such offering a standard and customary comfort letter in accordance with
Auditing Standard AU Section 634 — “Letters for Underwriters and Certain
Other Requesting Parties” of the Public Companies Accounting Oversight Board,
and (y) such Underwritten Offering is approved be each member of an audit
committee of the Company that has at least two members and that all members of
such audit committee meet the audit committee independence requirements of the
New York Stock Exchange, Inc.


 


3

















 


(v)        effect an Underwritten
Offering within one-hundred eighty (180) days after the later of the closing of
(x) an Underwritten Offering pursuant to Section 1 hereof, or (y) a
Piggyback Registration in which Holders were able to sell at least 80% of the
Registrable Securities requested to be included in such Piggyback Registration;
or


 


(vi)       effect a Demand
Registration  or an Underwritten Shelf Takedown
unless the Fair Value of the amount of Registrable Securities to be registered
and/or sold by the Holders pursuant to such Demand Registration or Underwritten
Shelf Takedown, as applicable, is in excess of $100 million.


 


(j)            Selection
of Underwriters.  The Holder(s) of
a majority of the Registrable Securities included in an Underwritten Demand
Offering or an Underwritten Shelf Takedown, as applicable, shall have the right
to select the investment banker(s) and manager(s), subject to the Company’s
approval (such approval not to be unreasonably withheld, conditioned or
delayed).


 


(k)           Other
Registrations.  The Company
shall not grant to any Person the right (other than as set forth herein and
except to employees and directors of the Company with respect to registrations
on Form S-8 and with respect to registrations on Form S-4 (or any
successor forms thereto)), to request the Company to register any securities of
the Company, except such rights as are (i) not more favorable than or
inconsistent with the rights granted to the Holders, and (ii) that do not
adversely affect the priorities of the Holders set forth herein.


 


(l)            Limitation.  Notwithstanding the foregoing, the Company
shall not be obligated to effect, or take action to effect, any Demand
Registration or Underwritten Shelf Takedown during the period in which the Board of
Directors of the Company determines that in the Board’s reasonable judgment and
in good faith that the registration and distribution of the Registrable
Securities covered or to be covered by such Demand Registration or Underwritten Shelf Takedown, as
applicable, would materially interfere with any pending material
financing, acquisition or corporate reorganization or other material corporate
development involving the Company or any of its subsidiaries or would require
premature disclosure thereof, and such disclosure would be materially adverse
to the Company, and
the Company may, at its option, direct that such request be delayed for a
reasonable period of time (a “Delay Period”) and the Company shall notify the Holder(s) requesting
such Demand Registration or Underwritten Shelf Takedown, as applicable, to such
effect; provided, however, that (i) the aggregate number
of days included in all Delay Periods during any consecutive twelve (12) months
shall not exceed the aggregate of one-hundred twenty (120) days and (ii) a
period of at least thirty (30) days shall elapse between the termination of any
Delay Period and the commencement of the immediately succeeding Delay Period.


 


Furthermore, in the event that the Board of Directors
of the Company determines that in the Board’s reasonable judgment and in
good faith it is
advisable to suspend for a period of time (a “Suspension Period”) the
use of a prospectus included in a Registration Statement because the use of
such prospectus would materially interfere with any pending material
financing, acquisition or corporate reorganization or other material corporate
development involving the Company or any of its subsidiaries or would require
premature disclosure thereof, and such disclosure would be materially adverse
to the Company, the
Company shall, in connection with a prospectus relating to an offering that is
not underwritten, notify the Holders whose securities are 


 


4

















 


included
in such prospectus and, if the prospectus relates to an underwritten offering,
notify the managing underwriter(s), to such effect, and, upon receipt of such
notice, such Holders or managing underwriter(s), as applicable, shall
immediately discontinue any sales of Registrable Securities pursuant to such
Registration Statement until:


 


(i)         such Holders or
managing underwriter(s), as applicable, have been advised that the supplemented
or amended prospectus has been filed with the SEC on EDGAR and, if required by
terms of an underwriting agreement relating to Registrable Securities covered
by such Registration Statement, the managing underwriter(s) has received
copies of a supplemented or amended prospectus, or


 


(ii)        such Holders and
managing underwriter(s), as applicable, are advised in writing by the Company
that the then current prospectus may be used and, if required by terms of an
underwriting agreement relating to Registrable Securities covered by such
Registration Statement, the managing underwriter has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such prospectus.


 


Notwithstanding anything to the contrary contained
herein, the Company shall not exercise its rights under the preceding sentence
to suspend sales pursuant to a Suspension Period for a period in excess of forty-five (45)
days consecutively or
one-hundred twenty (120) days in any twelve (12) month period.  In the event of any Delay Period or
Suspension Period, the Holder(s) of Registrable Securities initially
requesting an Underwritten Demand Offering or Underwritten Shelf Takedown that
is delayed or suspended by operation of this Section 1(l) shall have the right (i) in the case
of a delay of the filing or effectiveness of a registration statement in
connection with a Demand Registration, upon the affirmative approval of the
Holders of not less than a majority of the Registrable Securities initially
requesting such Demand Registration, to withdraw such request by giving written
notice to the Company within twenty (20) days after receipt of such notice of delay or, if earlier,
the termination of such Delay Period, and, if such request is withdrawn, such
Demand Registration shall not count as one of the permitted Demand
Registrations hereunder, and the Company shall pay all Registration Expenses in
connection with such registration, (ii) in the case of a suspension of a
prospectus (including the suspension of filing any prospectus supplement) in
connection with an Underwritten Shelf Takedown, upon the affirmative approval
of the Holders of not less than a majority of the Registrable Securities
requesting to be included in such Underwritten Shelf Takedown, to withdraw such
request by giving written notice to the Company within twenty (20) days
after receipt of such
notice of suspension or, if earlier, the termination of such Suspension Period,
and, if such request is withdrawn, such Underwritten Shelf Takedown shall not
count as one of the permitted Underwritten Shelf Takedowns hereunder and (iii) in
the case of a suspension of sales  in
connection with a Demand Registration, to receive an extension of the
registration period equal to the number of days of the Suspension Period.  The Company shall not be
entitled to initiate or continue a Delay Period or a Suspension Period unless
it shall (A) concurrently prohibit sales by all other security holders
under registration statements covering securities held by such other security
holders and (B) in accordance with the Company’s policies from time to
time in effect, if applicable, forbid purchases and sales in the open market by
executive officers of the Company.  The
Company shall not be entitled to suspend sales pursuant to a Suspension Period  


 


5

















 


unless it shall have given
notice of the Suspension Period before the commencement of marketing activities
in connection with any Underwritten Offering.


 


2.           Piggyback Offerings.


 


(a)           Right
to Piggyback.  Whenever the Company
proposes to register any of its equity securities under the Securities Act
(other than pursuant to a Demand Registration and other than pursuant to a
registration statement on Form S-8, Form S-4 or any successor forms
thereto), or otherwise proposes to offer any of its equity securities under the
Securities Act in an Underwritten Offering either for its own account or for the
account of one or more securityholders and the Company is eligible to use a registration
form for such offering that may be used for the registration of Registrable
Securities (a “Piggyback Offering”), the Company shall give prompt
written notice to all Holders of Registrable Securities of its intention to
effect such a registration (which notice shall be given not less than
fifteen (15) days prior to the expected filing date of the Company’s
registration statement; provided, however, that in the case of an
Underwritten Offering under a Shelf Registration, such notice shall be given
not less than five (5) Business Days prior to the date of commencement of
marketing efforts for such offering) and shall, subject to the provisions of Section 2(c) below,
include in such Piggyback Offering all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within
ten (10) days after the receipt of the Company’s notice.  Notwithstanding anything to the contrary
contained herein, the Company may determine not to proceed with a registration
which is the subject of such notice.  A
Piggyback Offering shall not be considered a Demand Registration for purposes
of this Agreement and the rights to Piggyback Offerings may be exercised an
unlimited number of occasions.


 


(b)           Piggyback
Expenses.  The Registration Expenses
of the Holders of Registrable Securities shall be paid by the Company in  all Piggyback Offerings.


 


(c)           Priority
on Registrations.


 


(i)         If a Piggyback Offering is an
Underwritten Offering on behalf of the Company, and the managing underwriter(s) advises
the Company in writing that in its opinion the number of securities requested
to be included in such registration exceeds the number which can be sold in an
orderly manner in such offering within a price range acceptable to the Company,
the Company shall include in such registration the number which can be so sold
in the following order of priority:  first,
the securities to be sold for the account of the Company, second,
the Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable
Securities on the basis of the number of shares of Common Stock owned by each
such Holder), and third,
any other securities requested to be included in such registration.


 


(ii)        If a Piggyback Offering
is an Underwritten Offering on behalf of holders of the Company’s equity
securities who are not Holders of Registrable Securities (“Other Holders”),
and the managing underwriter(s) advises the Company in writing that in its
opinion the number of equity securities requested to be included in such
Piggyback Offering exceeds the number which can be sold in an orderly manner in
such offering within a price range acceptable to the Other Holders, the Company
shall include in such 


 


6

















 


registration the
number which can be so sold in the following order of priority:  first, the securities requested to be
included therein by the Other Holders requesting such registration, second, the
Registrable Securities requested to be included in such registration (pro rata among the Holder(s) of such Registrable
Securities on the basis of the number of shares of Common Stock owned by each
such Holder) and third, other securities
requested to be included in such registration.


 


(iii)       If, as a result
of the proration provisions of this Section 2(c), any Holder shall
not be entitled to include all Registrable Securities in a Piggyback Offering
that such Holder has requested be included, such Holder may elect to withdraw
its request to include Registrable Securities in such Piggyback Offering or may
reduce the number requested to be included; provided, however,
that (A) such request must be made in writing prior to commencement of
marketing activities in connection with such Piggyback Offering and (B) such
withdrawal shall be irrevocable and, after making such withdrawal, such Holder
shall no longer have any right to include Registrable Securities in the
Piggyback Offering as to which such withdrawal was made.


 


(d)           Selection
of Underwriters.  If any Piggyback
Offering is an Underwritten Offering, the Company will have the right to select
the investment banker(s) and manager(s) for the offering.


 


3.           Holdback Agreements.


 


(a)           Holders
of Registrable Securities.  If requested by the lead managing
underwriter, each
Holder who “beneficially owns” (as such term is defined under and determined
pursuant to Rule 13d-3 promulgated under the Exchange Act) five percent
(5.0%) or more of the issued and outstanding Common Stock of the Company and
each Holder including Registrable Securities in any Underwritten Demand
Offering, Underwritten Shelf Takedown or Piggyback Offering shall not effect
any public sale or distribution (including sales pursuant to Rule 144) of
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for such securities, during (i) with respect to any Underwritten Demand
Offering, Underwritten Shelf Takedown or Piggyback Offering in which
Registrable Securities are included, the seven (7) days prior to and the
ninety (90)-day period beginning on the effective date of such registration,
and (ii) upon notice from the Company of the commencement of a
distribution in connection with any Underwritten Offering (including, but not
limited to, any distribution in connection with any Shelf Registration) by or
on behalf of the Company, the seven (7) days prior to and the ninety
(90)-day period beginning on the date of commencement of such distribution (in
the case of (i) and (ii), the “Lock-Up Period”), in each case
except as part of such Underwritten Offering, and in each case unless the
underwriters managing such Underwritten Offering otherwise agree; provided, however, that if any
other Holder of Registrable
Securities of the Company shall be subject to a shorter period or receives more
advantageous terms relating to the Lock-Up Period, then the Lock-Up Period
shall be such shorter period and also on such more advantageous terms and
notwithstanding the foregoing, the Holders shall not be subject to the
provisions hereof unless all of the Company’s directors and officers have
signed lock-up agreements with the managing underwriters. The restrictions set
forth in this Section 3(a) shall not be applicable to
Transfers by Holders to Affiliates who agree to be bound by the provisions
hereof, Transfers related to securities owned by Holders as a result of open
market purchases 


 


7

















 


made following the closing
of the applicable offerings, and other Transfers to which the underwriters
managing such Underwritten
Offering agree; provided, however, that nothing herein shall prevent a Holder
that is a partnership or corporation from making a distribution of Registrable
Securities to the partners or shareholders thereof that is otherwise in
compliance with applicable securities laws, so long as such distributees agree
to be bound by the terms hereof.  The
provisions of this Section 3(a) will no longer apply to a
Holder once such Holder ceases to hold Registrable Securities.


 


(b)           The
Company.  If requested by the lead
managing underwriter, the
Company (i) shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities (except pursuant to registrations on Form S-8, Form S-4
or any successor forms thereto), with respect to any Underwritten Demand
Offering, Underwritten Shelf Takedown or any Piggyback Offering that is an
Underwritten Offering in which Registrable Securities are included, during the
seven (7) days prior to and the ninety (90)-day period beginning on the
pricing of such Underwritten Offering, and (ii) shall, to the extent
permitted by Regulation FD of the Exchange Act, use its reasonable best efforts
to cause each Person who “beneficially owns” (as such term is defined under and
determined pursuant to Rule 13d-3 promulgated under the Exchange Act) five
percent (5.0%) or more of the issued and outstanding Common Stock, or any
securities convertible into or exchangeable or exercisable for Common Stock,
purchased from the Company at any time after the date of this Agreement (other
than in a registered public offering or pursuant to Rule 144) to agree not
to effect any public sale or distribution (including sales pursuant to Rule 144)
of any such securities during such period, in each case except as part of such
Underwritten Offering, and in each case unless the underwriters managing the
Underwritten Offering otherwise agree.


 


4.             Registration Procedures.  Whenever any Holder(s) of
Registrable Securities has requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its reasonable
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as promptly as practicable:


 


(a)           prepare
and file with the Securities and Exchange Commission a registration statement
with respect to such Registrable Securities in accordance with the provisions
hereof, provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall furnish
to one counsel selected by the Holders of a majority of the Registrable
Securities covered by such registration statement (“Counsel to the Holders”)
copies of all such documents proposed to be filed, which documents shall be
subject to the prompt review and comment of such Counsel to the Holders;


 


(b)           notify
each Holder of Registrable Securities of the effectiveness of each registration
statement filed pursuant hereto and prepare and file with the Securities and
Exchange Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective during the Effectiveness Period and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition set forth in such
registration statement;


 


8
















 


(c)           furnish to each seller of Registrable
Securities, at such seller’s request, a copy of such registration statement,
each amendment and supplement thereto, and the prospectus included in such
registration statement (including each preliminary prospectus); provided,
however, that the Company shall have no such obligation to furnish
copies of a final prospectus if the conditions of Rule 172(c) under
the Securities Act are satisfied by the Company;


 


(d)           use its reasonable best efforts (i) to
register or qualify such Registrable Securities under such other securities or
blue sky laws of any jurisdictions as any underwriter reasonably requests, (ii) to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and (iii) to do any and all other acts and things which may be
reasonably necessary or advisable to enable any such underwriter to consummate
the disposition in such jurisdictions of the Registrable Securities (provided
that the Company shall not be required to (x) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subsection, (y) subject itself to taxation in any
such jurisdiction or (z) consent to general service of process in any such jurisdiction);


 


(e)           notify Counsel to the Holders and
each underwriter (i) at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, as soon as practicable after
(A) discovery that, or after the happening of any event as a result of
which, the prospectus included in such registration statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in light of the circumstances in which they
were made, and, at the request of such Holder or any underwriter, the Company
shall promptly prepare a supplement or amendment to such prospectus, furnish
(or make available) a reasonable number of copies of such supplement or
amendment to each seller of such Registrable Securities, Counsel to the Holders
and the underwriters and file such supplement or amendment with the Securities
and Exchange Commission so that, as thereafter delivered (or deemed to be
delivered) to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any
fact necessary to make the statements therein not misleading in light of the
circumstances in which they were made, (B) the Company becomes aware of
any request by the Securities and Exchange Commission or any Federal or state
governmental authority for amendments or supplements to a registration
statement or related prospectus covering Registrable Securities or for
additional information relating thereto, (C) the Company becomes aware of the issuance
or threatened issuance by the Securities and Exchange Commission of any stop
order suspending or threatening to suspend the effectiveness of a registration
statement covering the Registrable Securities, or (D) the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any Registrable Security for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, and (ii) as soon as reasonably practicable after each
registration statement or any amendment thereto has been filed with the
Securities and Exchange Commission and after each registration statement or any
post-effective amendment thereto has become effective;


 


(f)            for a reasonable period prior to the
filing of any Registration Statement or the commencement of marketing efforts
for an Underwritten Shelf Takedown, as applicable, provide any Participating
Holder holding more than twenty percent (20%) of all participating Registrable
Securities, any underwriter participating in any disposition pursuant to a
registration statement, Counsel to the Holders and counsel to the underwriters
(each, an “Inspector”
and, collectively, 


 


9

















 


the “Inspectors”), a reasonable opportunity to
participate (including, but not limited to, reviewing, commenting on and
attending all meetings) in the preparation of such registration statement, each
prospectus included therein or filed with the SEC and each amendment or
supplement thereto;


 


(g)           provide and cause to be maintained a
transfer agent and registrar for all such Registrable Securities registered
pursuant hereto and a CUSIP number for all such Registrable Securities, in each
case, no later than the effective date of such registration;


 


(h)           enter into such customary agreements
(including underwriting agreements in customary form) and take all such other
actions as the underwriter(s) reasonably requests in order to expedite or
facilitate the disposition of such Registrable Securities;


 


(i)            make available for inspection and
copying by the Inspectors all financial and other records, pertinent corporate
documents and properties of the Company, and its subsidiaries and cause the
officers, directors, employees and independent accountants of the Company and
its subsidiaries to respond to such inquiries and to supply all information
reasonably requested by any such Inspector in connection with such registration
statement, provided that recipients of such financial and other records
and pertinent corporate documents agree in writing to keep the confidentiality
thereof pursuant to a written agreement reasonably acceptable to the Company
(which shall contain customary exceptions thereto);


 


(j)            use reasonable best efforts to (i) prevent
the issuance of any stop order by the SEC, and in the event of such issuance,
to obtain the withdrawal of any such stop order and (ii) obtain the
withdrawal of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any Registrable Securities
included in such registration statement for sale in any jurisdiction at the
earliest practicable date;


 


(k)           otherwise use its best efforts to
comply with all applicable rules and regulations of the Securities and
Exchange Commission, obtain all other approvals, consents, exemptions or
authorizations from such governmental agencies or authorities as may be
necessary and required of the Company to enable the Participating Holders and underwriters
to consummate the disposition of Registrable Securities, and make available to
its security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve (12) months beginning with the first day
of the Company’s first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(l)            use reasonable best efforts to
timely file all material required to be filed pursuant to Section 13, 14
or 15(d) of the Exchange Act;


 


(m)          use reasonable best efforts to cause
all such Registrable Securities to be listed on each securities exchange on which similar
securities issued by the Company are then listed;


 


(n)           cause appropriate officers as are
reasonably requested by an managing underwriter to participate in a “road show”
or similar marketing effort being conducted by such underwriter with respect to
an Underwritten Offering;


 


10

















 


(o)           with respect to an Underwritten
Demand Offering or an Underwritten Shelf Takedown, use its reasonable best
efforts to obtain and furnish to each Participating Holder a signed counterpart
of (i) a cold comfort letter from the Company’s independent public
accountants addressed to the underwriter(s) and to the Participating
Holders (provided that if such accountants refuse to deliver such letter
to the Participating Holders, then to the Company) and (ii) a legal opinion
of counsel to the Company addressed to the underwriter(s) and to the
Participating Holders, in each case, in customary form and covering such
matters of the type customarily covered by such letters as the holders of a
majority of the Registrable Securities being sold reasonably request;


 


(p)           (i) prepare and file with the
SEC such amendments and supplements to each Registration Statement as may be
necessary to comply with the provisions of the Securities Act, including post
effective amendments to each Registration Statement as may be necessary to keep
such Registration Statement continuously effective for the applicable time
period required hereunder and if applicable, file any Registration Statements
pursuant to Rule 462(b) promulgated under the Securities Act, (ii) cause
the related prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) promulgated under the Securities Act; and
(iii) provide additional information related to each Registration
Statement as requested by, and obtain any required approval necessary from, the
SEC or any Federal or state governmental authority;


 


(q)           if requested by any Participating
Holder or underwriter, promptly include in a prospectus supplement or amendment
such information as the Holder or managing underwriters may reasonably request,
including in order to permit the intended method of distribution of such
securities, and make all required filings of such prospectus supplement or such
amendment as soon as reasonably practicable after the Company has received such
request;


 


(r)            in the case of certificated
Registrable Securities, cooperate with any Participating Holder and the
underwriters to facilitate the timely preparation and delivery of certificates
(not bearing any legends) representing Registrable Securities to be sold after
receiving written representations from each Participating Holder that the
Registrable Securities represented by the certificates so delivered by such
Holder will be transferred in accordance with the Registration Statement, and
enable such Registrable Securities to be in such denominations and registered
in such names as the Participating Holders or underwriters may reasonably
request at least three (3) Business Days prior to any sale of Registrable
Securities;


 


(s)           use reasonable best efforts to assist
a Holder in facilitating private sales of Registrable Securities by, among
other things, providing officers’ certificates and other customary closing
documents; and


 


(t)            use reasonable best efforts to take
all other actions necessary to effect the registration of the Registrable
Securities contemplated hereby.


 


5.             Registration Expenses.


 


(a)           Expenses.  Except as otherwise provided in this Agreement,
all expenses incident to the Company’s performance of or compliance with this
Agreement, including all registration 


 


11

















 


and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, fees and disbursements of custodians, and fees and disbursements of
counsel for the Company and of all independent certified public accountants,
underwriters (excluding discounts and commissions) and other Persons retained
by the Company (all such expenses being herein called “Registration Expenses”),
shall be borne by the Company.  For the
avoidance of doubt, the Company shall, in any event, pay its internal expenses
(including all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly
review, the expense of any liability insurance and the expenses and fees for
listing the securities to be registered on each securities exchange on which
similar securities issued by the Company may then be listed.


 


(b)           Reimbursement of Counsel.  In connection with each Demand Registration,
each Underwritten Shelf Takedown and each Piggyback Offering, the Company shall
reimburse the Holders of Registrable Securities included in such registration
for the reasonable fees and disbursements of Counsel to the Holders.


 


(c)           Payment of Certain Expenses by
Holders of Registrable Securities. 
Underwriting discounts and commissions and transfer taxes relating to
the Registrable Securities included in any registration hereunder, and all fees
and expenses of counsel for any Holders of Registrable Securities (other than
fees and expenses to be reimbursed by the Company as set forth in Section 5(b) above)
shall be borne and paid by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.


 


6.             Indemnification; Contribution.


 


(a)           The Company agrees to indemnify, to
the extent permitted by applicable law, each Holder of Registrable Securities,
its officers, directors, employees, agents and Affiliates and each Person that
controls such Holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses (including attorneys’ fees
and expenses, and expenses of investigation), arising out of or resulting from
any untrue or alleged untrue statement of material fact contained in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto, any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any applicable state securities law (or any rule or
regulation promulgated under any applicable state securities law), except
insofar as the same are contained in any information furnished in writing to
the Company by such Holder expressly for use therein or by such Holder’s
failure to deliver a copy of the registration statement or prospectus or any
amendments or supplements thereto after the Company has furnished such Holder
with a sufficient number of copies of the same. 
In connection with an Underwritten Offering, the Company shall indemnify
the underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the Holders of
Registrable Securities.


 


(b)           To the extent permitted by applicable law,
each Holder shall indemnify the Company, its directors, officers, employees,
agents and Affiliates and each Person that controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, 


 


12

















 


liabilities and expenses (including attorneys’ fees
and expenses, and expenses of investigation) arising out of or resulting from
any untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing
by such Holder; provided
that the obligation to indemnify shall be individual, not joint and several,
for each Holder and shall be
limited to the net amount of proceeds received by such Holder from the sale of
Registrable Securities pursuant to such registration statement.


 


(c)           Any Person entitled to indemnification
hereunder shall (i) give prompt written notice to the indemnifying party
of any claim with respect to which it seeks indemnification (provided that the
failure to give prompt notice shall not impair any Person’s right to
indemnification hereunder to the extent such failure has not materially
prejudiced the indemnifying party) and (ii) permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party’s rights in the prior
sentence, the indemnified party shall have the right to employ its own counsel
(and one local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would in
the reasonable judgment of the indemnified party present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and, based on advice of counsel to the indemnified party,
the indemnified party shall have legal defenses available to it and/or other
indemnified parties that are inconsistent with or in addition to those
available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after written notice
of the institution of such action has been delivered to the indemnifying party;
or (iv) the indemnifying party shall have requested the indemnified party
to employ separate counsel at the expense of the indemnifying party.  No indemnifying party shall, in connection
with any one action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general circumstances or
allegations, be liable for the fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) for all indemnified
parties.  If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not
be unreasonably withheld).  No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement or compromise that does not include as an
unconditional term thereof the giving by the claimant or plaintiff therein, to
such indemnified party, of a release from all liability in respect of such
claim or litigation.


 


(d)           The indemnification provided for
under this Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the
Transfer of Registrable Securities.


 


13

















 


(e)           If the indemnification required by
this Section 6 from the indemnifying party is unavailable to an
indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to in this Section 6:


 


(i)         The
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any violation referred to in this Section 6
has been committed by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such
violation.  The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 6(a) and Section 6(b), any legal
or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.


 


(ii)        The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(e) were determined by a pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred to in Section 6(e)(i).  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.


 


7.             Holders’ Obligations.


 


(a)           It shall be a condition precedent to
the obligations of the Company to include Registrable Securities of any Holder
in any Registration Statement or prospectus, as the case may be, that such
Holder shall timely furnish to the Company (as a condition precedent to such
Holder’s participation in such registration) its Selling Holder Information in
accordance with the terms hereof.  Each
Selling Holder shall timely provide the Company with such information as may be
reasonably requested to enable the Company to prepare a supplement or post-effective
amendment to any Shelf Registration or a supplement to any prospectus relating
to such Shelf Registration.


 


(b)           At the managing underwriter’s
request, no Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements in customary
form approved by the Person or Persons entitled hereunder to approve such
arrangements and (ii) completes and executes such underwriting agreement
and other documents reasonably required in connection with such underwriting
arrangements, provided that no Holder of Registrable Securities included
in any underwritten registration shall be required to make any representations
or warranties to the Company or the underwriters (other than representations
and warranties regarding such Holder 


 


14

















 


(including with respect to such Holder’s ownership of
and title to its Registrable Securities) and such Holder’s intended method of
distribution) or to undertake any indemnification obligations to the Company
with respect thereto, except as otherwise provided in Section 6(b) hereof,
or to the underwriters with respect thereto, except to the extent of the indemnification
being given to the Company and its controlling persons in Section 6(b) hereof.


 


8.             Transfer of Registration Rights.


 


The rights of a Holder hereunder may be Transferred in
connection with a Transfer of Registrable Securities to (i) any Affiliate
of a Holder, (ii) any subsidiary, parent, partner, retired partner,
limited partner, shareholder or member of a Holder or (iii) any family
member or trust for the benefit of any Holder, or (iv) any transferee who,
after such transfer, holds Registrable Securities representing at least one
percent (1.0%) of the Company’s issued and outstanding Common Stock.  Notwithstanding the foregoing, such rights
may only be Transferred provided that all of the following additional
conditions are satisfied:  (a) such
Transfer is effected in accordance with applicable securities laws; (b) such
transferee agrees in writing to become subject to the terms of this Agreement
as a Holder; and (c) the Company is given written notice by such Holder of
such Transfer, stating the name and address of the transferee and identifying
the Registrable Securities with respect to which such rights are being
Transferred.


 


9.             Rule 144 and Rule 144A; Other Exemptions


 


With a view to making available to the Holders of
Registrable Securities the benefits of Rule 144 and Rule 144A
promulgated under the Securities Act (“Rule 144A”), the Company
covenants that it will (i) file in a timely manner all reports and other
documents required, if any, to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations promulgated thereunder and (ii) make
available information necessary to comply with Rule 144 and Rule 144A
(if available with respect to resales of the Registrable Securities under the
Securities Act), at all times, all to the extent required to enable such Holder
to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (x) Rule 144 and Rule 144A
(if available with respect to resales of the Registrable Securities), as such rules may
be amended from time to time or (y) any other similar rules or
regulations hereafter adopted by the SEC. 
Upon the reasonable request of any Holder of Registrable Securities, the Company
will deliver to such Holder a written statement as to whether it has complied
with such information requirements.


 


10.          Joinder


 


Any Person who demonstrates
that it is a Holder as of the Effective Date (or that it is entitled to become
a Holder pursuant to Section 8 hereof) that is not a party hereto
may acquire the rights of a Holder hereunder if it agrees in writing to become subject to the terms of
this Agreement as a Holder by delivering to the Company a duly executed joinder
agreement in form attached hereto as Exhibit A.


 


15
















 


11.         Definitions.


 


“Affiliate” of any Person means any other Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such Person. 
The term “control” (including the terms “controlling,” “controlled by”
and “under common control with”) as used with respect to any Person means the
possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agreement” has the meaning specified in the preamble hereto.


 


“Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in New York City are generally authorized
or obligated by law or executive order to close.


 


“Common Stock” means the common stock, par
value $0.025 per share, of the Company,  having the rights and preferences set forth
with respect thereto in the Certificate of Incorporation of the Company.


 


“Company” has the meaning specified in the
preamble hereto.


 


“Counsel
to the Holders” has the meaning specified in Section 4(a).


 


“Delay Period” has the meaning specified in
Section 1(l).


 


“Demand Registration” has the meaning
specified in Section 1(a).


 


“Effective Date” has the meaning assigned to
such term in the Plan.


 


“Effectiveness
Period” has the meaning specified in Section 1(h).


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to  time, and the rules and regulations
promulgated thereunder.


 


“Fair
Value” means, with respect to shares of Common Stock, as of any specified
date (i) if any Common Stock is publicly traded on such date, the market
price per share, or (ii) if no Common Stock is publicly traded on such
date, the fair market value thereof determined in good faith by the Board of
Directors of the Company.  For the
purposes hereof, “market price” means as of any specified date the average of
the daily market price of the Common Stock for the twenty (20) consecutive
Business Days immediately preceding such date. 
The “daily market price” for each such Business Day shall be: (a) if
the Common Stock is then listed on a national securities exchange, the last
sale price on such day on the principal stock exchange on which such Common
Stock is then listed or admitted to trading or, if no such sale takes place on
such day, the average of the closing bid and ask prices for the Common Stock on
such day as reported on such stock exchange or (b) if the Common Stock is
not then listed or admitted to trading on any national securities exchange but
is traded over the counter, the average of the reported closing bid and ask
prices for the Common Stock.


 


“Holder”
means (i) any Person (including each Person signatory hereto (other than
the Company)), who together with its Affiliates, holds Registrable Securities
representing at 


 


16

















 


least one percent (1.0%) of the Company’s issued and
outstanding Common Stock as of the Effective Date, or (ii) any Person who
becomes a signatory hereto pursuant to Section 10.


 


“Initial
Shelf Effective Date” has the meaning specified in Section 1(b).


 


“Initiating
Holders” has the meaning specified in Section 1(a).


 


“Inspector”
has the meaning specified in Section 4(f).


 


“Lock-Up
Period” has the meaning specified in Section 3(a).


 


“Long-Form Registration” has the meaning
specified in Section 1(a).


 


“Long-Form Shelf” has the meaning
specified in Section 1(b).


 


“Other
Holders” has the meaning specified in Section 2(c)(ii).


 


“Participating
Holders” means Holders participating, or electing to participate, in
an offering of Registrable Securities.


 


“Person” means an individual, a partnership,
a corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.


 


“Piggyback Offering” has the meaning
specified in Section 2(a).


 


“Plan” means the Debtors’ Modified Fourth Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code filed on April    ,
2010 in the United States Bankruptcy Court for the District of Delaware (as the
same may be hereafter modified, amended or supplemented).


 


“Registrable Securities” means any Common
Stock issued on or after the Effective Date to Persons who are parties hereto or become a party
hereto, including any Common Stock issued pursuant to the Plan and in the
Offering, the Conversion Purchase, the Direct Equity Purchase or the Additional
Equity Purchase (each as defined in the Plan), and any Common Stock issued or
issuable with respect to any of the foregoing securities by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, or upon
conversion or exercise of any such securities; provided that such
securities shall cease to be Registrable Securities when (A) they have
been sold pursuant to
an effective registration statement, (B) they have been
distributed to the public through a broker, dealer or market maker pursuant to Rule 144
or (C) with
respect to any Person and such Person’s Affiliates, the number of Registrable
Securities held by such Persons (x) represents less than five percent (5%)
of the outstanding Common Stock of the Company and (y) such securities may
be sold under Rule 144(b)(1).  For the purposes of this Agreement, a Person
shall be deemed to be a holder of Registrable Securities whenever such Person
has the right to acquire such Registrable Securities (upon conversion or
exercise in 


 


17

















 


connection with a Transfer of securities or otherwise,
but disregarding any restrictions or limitation upon the exercise of such
right), whether or not such acquisition has been effected.


 


“Registration Expenses” has the meaning
specified in Section 5(a).


 


“Registration
Notice” has the meaning specified in Section 1(b).


 


“Registration Statement” means each Demand
Registration filed pursuant to Section 1(a) and each Shelf
Registration filed pursuant to Section 1(b).


 


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


 


“SEC” or “Securities and Exchange
Commission” means the United States Securities and Exchange Commission or
any successor governmental agency.


 


“Securities Act” means the Securities Act of
1933, as amended from time to time, and the rules and regulations
promulgated thereunder.


 


“Selling
Holder Information” has the meaning specified in Section 1(c).


 


“Shelf” has the meaning specified in Section 1(b).


 


“Shelf Registration” has the meaning
specified in Section 1(b).


 


“Short-Form Registration” has the
meaning specified in Section 1(a).


 


“Short-Form Shelf” has the meaning
specified in Section 1(b).


 


“Suspension Period” has the meaning specified
in Section 1(l).


 


“Transfer”
or “Transferred” means any direct or indirect sale, assignment,
transfer, gift, hypothecation, pledge, encumbrance or other disposition of
Registrable Securities, in a single transaction or a series of related
transactions, whether with or without consideration, whether voluntarily or
involuntarily, or by operation of law.


 


“Underwritten
Demand Offering” has the meaning specified in Section 1(a).


 


“Underwritten
Offering” means an offering in which securities of the Company are sold to
one or more underwriter (as defined in Section 2(a)(11) of the Securities
Act) in a firm commitment underwritten offering for resale to the public.


 


“Underwritten
Offering Notice” has the meaning specified in Section 1(d).


 


“Underwritten
Shelf Takedown” has the meaning specified in Section 1(d).


 


12.         Amendment; Waivers; Further
Assurances.


 


(a)           Amendment.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to or 


 


18

















 


departures from the provisions hereof may not be
given, without the written consent of the Company and the Holders holding at
least fifty percent (50%) of the Registrable Securities then issued and
outstanding.


 


(b)           No
Waivers.  No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


(c)           Further
Assurances.  Each of the parties
hereto shall execute all such further instruments and documents and take all
such further action as any other party hereto may reasonably require in order
to effectuate the terms and purposes of this Agreement.


 


13.         Miscellaneous.


 


(a)           Remedies;
Specific Performance.  Any Person
having rights under any provision of this Agreement shall be entitled to
enforce such rights specifically, to recover damages caused by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in their favor.  The parties
hereto agree and acknowledge that money damages would not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in
its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief (without posting
any bond or other security) in order to enforce or prevent violation of the
provisions of this Agreement and shall not be required to prove irreparable
injury to such party or that such party does not have an adequate remedy at law
with respect to any breach of this Agreement (each of which elements the
parties admit).  The parties hereto
further agree and acknowledge that each and every obligation applicable to it
and contained in this Agreement shall be specifically enforceable against it
and hereby waives and agrees not to assert any defenses against an action for
specific performance of their respective obligations hereunder.


 


(b)           Successors
and Assigns.  All provisions of this
Agreement shall bind and inure to the benefit of the respective successors and
permitted assigns of the parties hereto (including any trustee in bankruptcy)
whether so expressed or not.


 


(c)           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.


 


(d)           Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, anyone of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.


 


(e)           Descriptive
Headings; Interpretation; No Strict Construction.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of
this Agreement.  Whenever required by the
context, any pronoun used in this Agreement 


 


19

















 


shall include the corresponding masculine, feminine or
neuter forms, and the singular forms of nouns, pronouns, and verbs shall
include the plural and vice versa. 
Reference to any agreement, document, or instrument means such
agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof,
and, if applicable, hereof.  The words “include,”
“includes” or “including” in this Agreement shall be deemed to be followed by “without
limitation.”  The use of the words “or,” “either”
or “any” shall not be exclusive.  The
parties hereto have participated jointly in the negotiation and drafting of
this Agreement.  If an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of
the authorship of any of the provisions of this Agreement.


 


(f)            Governing
Law.  The
internal laws of the State of Delaware shall govern the enforceability and
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties, without regard to its
principles of conflicts of laws that would implicate the substantive or
procedural laws of any other jurisdiction.


 


(g)           Jurisdiction.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be brought in any federal or state court located in the County and State of New
York, and each party hereby consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 13(i) shall
be deemed effective service of process on such party.


 


(h)           Waiver
of Jury Trial.  Each of the parties
to this Agreement hereby agrees to waive its respective rights to a jury trial
of any claim or cause of action based upon or arising out of this
Agreement.  The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this Agreement, including
contract claims, tort claims and all other common law and statutory
claims.  Each party hereto acknowledges
that this waiver is a material inducement to enter into this Agreement, that
each has already relied on this waiver in entering into this Agreement, and
that each will continue to rely on this waiver in their related future dealings.  Each party hereto further warrants and
represents that it has reviewed this waiver with its legal counsel and that it
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 13(H) AND
EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.  In the event of litigation, this Agreement
may be filed as a written consent to a trial by the court.


 


20

















 


(i)            Notices.  All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail or by
facsimile transmission (with immediate telephone confirmation thereafter) and,
in the case of the Holders, shall also be sent via e-mail,


 


If to the Company, to: 

SIX FLAGS, INC.

1540 Broadway


New York, NY 10036


Attn:    James Coughlin

Telephone:      (212) 652-9380


Facsimile:       (212)
354-3089


 


with copies to (which
copy shall not constitute notice):


 


PAUL, HASTINGS, JANOFSKY & WALKER LLP


191 North Wacker Drive, 30th Floor


Chicago, Illinois 
60606


Telephone:  (312) 499-6000


Facsimile:   (312) 499-6100


Attn:   Paul E. Harner


Steven T. Catlett


 


and


 


PAUL, HASTINGS, JANOFSKY & WALKER LLP


75 East 55th Street


New York, New York 
10022


Telephone:  (212) 318-6000


Facsimile:   (212) 319-4090


Attn:   William
F. Schwitter


Luke P.
Iovine, III


 


If to the Holders to the
address set forth in Exhibit B and if to any transferee of any Holder, to the
address of such transferee set forth in
the Transfer documentation provided to the Company, in each case with copies to
(which copies shall not constitute notice) their respective counsel at the
address set forth in Exhibit B, or at such other address as such
party each may specify by written notice to the others, and each such notice,
request, consent and other communication shall for all purposes of the
Agreement be treated as being effective or having been given when delivered
personally, upon one Business Day after being deposited with a courier if
delivered by courier, upon receipt of facsimile confirmation (if transmitted
during the normal business hours of the recipient, otherwise such notice shall
be deemed to be effective or have been given on the next Business Day), or, if
sent by mail, at the earlier of its receipt or seventy two (72) hours after the
same has been deposited in a regularly maintained receptacle for the deposit of
United States mail, addressed and postage prepaid as aforesaid.


 


21

















 


(j)            Delivery by Facsimile.  This
Agreement, the agreements referred to herein, and each other agreement or
instrument entered into in connection herewith or therewith or contemplated
hereby or thereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine, shall be treated in all manner
and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version
thereof delivered in person.  At the
request of any party hereto or to any such agreement or instrument, each other
party hereto or thereto shall reexecute original forms thereof and deliver them
to all other parties.  No party hereto or
to any such agreement or instrument shall raise the use of a facsimile machine
to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation or enforceability of a contract
and each such party forever waives any such defense.


 


(k)           Entire
Agreement.  This Agreement contains
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes and replaces all other prior agreements, written
or oral, among the parties hereto with respect to the subject matter hereof.


 


(l)            Termination.  This Agreement may be terminated at any time
by a written instrument signed by all parties hereto. Unless sooner terminated
in accordance with the preceding sentence, this Agreement (other than Section 6
hereof) shall terminate in its entirety on such date as there shall be no
Registrable Securities issued and outstanding.


 


(m)          No
Third Party Beneficiaries.  Nothing
herein expressed or implied is intended to confer upon any Person, other than
the parties hereto or their respective permitted assigns and successors any
rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as set forth in Section 6 hereof.


 


(n)           Sophisticated
Parties; Advice of Counsel.  Each of
the parties to this Agreement specifically acknowledges that (i) it is a
knowledgeable, informed, sophisticated Person capable of understanding and
evaluating the provisions set forth in this Agreement and (ii) it has been fully advised and represented
by legal counsel of its own independent selection and has relied wholly upon
its independent judgment and the advice of such counsel in negotiating and
entering into this Agreement.


 


[SIGNATURE PAGES FOLLOW]


 


22

















 


IN WITNESS WHEREOF, this Agreement has been duly executed by each of the
parties hereto as of the date first above written.


 


	
   

  	
  SIX FLAGS ENTERTAINMENT
  

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James Coughlin

  
	
   

  	
   

  	
  Name: James Coughlin

  
	
   

  	
   

  	
  Title: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stark Master Fund Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Stark Offshore Management 

  LLC, its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald T. Bobbs

  
	
   

  	
   

  	
  Name: Donald T. Bobbs

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stark Criterion Master Fund
  Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Stark Criterion Management 

  LLC, its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald T. Bobbs

  
	
   

  	
   

  	
  Name: Donald T. Bobbs

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  



 

















 


	
   

  	
  Kivu Investment Fund Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Marc Nitsch

  
	
   

  	
   

  	
  Name: Marc Nitsch

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CQS Convertible and
  Quantitative 

  Strategies Master Fund Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin Jones

  
	
   

  	
   

  	
  Name: Kevin Jones

  
	
   

  	
   

  	
  Title: Authorised
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CQS Directional Opportunities
  Master

  Fund Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin Jones

  
	
   

  	
   

  	
  Name: Kevin Jones

  
	
   

  	
   

  	
  Title: Authorised
  Signatory

  



 
















 


	
   

  	
  Credit Suisse Securities (USA)
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Christopher S.
  Campbell

  
	
   

  	
   

  	
  Name: Christopher S. Campbell

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Credit Suisse Candlewood
  Special Situations 

  Master Fund Ltd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Lau

  
	
   

  	
   

  	
  Name: Michael Lau

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 

















 


	
   

  	
  Capital Ventures International

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Susquehanna Advisors
  Group, Inc., its 

  authorized agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joel Greenberg

  
	
   

  	
   

  	
   

  	
  Name: Joel Greenberg

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  Mariner Tricadia Credit
  Strategies Master Fund 

  Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Tricadia Capital
  Management, LLC, as 

  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Barry Monday

  
	
   

  	
   

  	
  Name: Barry Monday

  
	
   

  	
   

  	
  Title: Chief
  Administrative Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tricadia Distressed and Special
  Situations 

  Master Fund Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Tricadia Capital
  Management, LLC, as 

  Investment Manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Barry Monday

  
	
   

  	
   

  	
  Name: Barry Monday

  
	
   

  	
   

  	
  Title: Chief
  Administrative Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Structured Credit Opportunities
  Fund II, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Tricadia Capital
  Management, LLC, as 

  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Barry Monday

  
	
   

  	
   

  	
  Name: Barry Monday

  
	
   

  	
   

  	
  Title: Chief
  Administrative Officer

  



 

















 


	
   

  	
  1798 Relative Value Master
  Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gary Lehrman

  
	
   

  	
   

  	
  Name: Gary Lehrman

  
	
   

  	
   

  	
  Title: PM

  



 

















 


	
   

  	
  Altai Capital Master Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Altai Capital Management,
  L.P., its 

  investment advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Toby E. Symonds

  
	
   

  	
   

  	
  Name: Toby E. Symonds

  
	
   

  	
   

  	
  Title: Managing
  Principal

  



 

















 


	
   

  	
  H Partners Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lloyd Blumberg

  
	
   

  	
   

  	
  Name: Lloyd Blumberg

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H Offshore Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: H Partners Management LLC, 

  its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lloyd Blumberg

  
	
   

  	
   

  	
  Name: Lloyd Blumberg

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  



 

















 


	
   

  	
  BHR Master Fund, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Thompson

  
	
   

  	
   

  	
  Name: Michael Thompson

  
	
   

  	
   

  	
  Title: MD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BHCO Master, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Thompson

  
	
   

  	
   

  	
  Name: Michael Thompson

  
	
   

  	
   

  	
  Title: MD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Eternity Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael Thompson

  
	
   

  	
   

  	
  Name: Michael Thompson

  
	
   

  	
   

  	
  Title: MD

  



 

















 


	
   

  	
  Pentwater Growth Fund Ltd.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Pentwater Capital Management LP, its investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Name: Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pentwater Equity Opportunities Master Fund 

  Ltd.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Pentwater Capital Management LP, its 

  investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Name: Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Oceana Master Fund Ltd.

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Pentwater Capital Management LP, its investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Name: Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LMA SPC on behalf of MAP 98 Segregated 

  Portfolio

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By: Pentwater Capital Management LP, its 

  investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Name: Neil Nenadovic

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  



 

















 


	
   

  	
  Fortelus Capital Management LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Exhibit A


 


Form of Joinder
Agreement


 


Attention: President


 


Ladies and Gentlemen:


 


Reference is made to the
Registration Rights Agreement, dated as of                        
        , 2010 (as such
agreement may have been or may be amended from time to time) (the “Registration Rights Agreement”),
by and among Six Flags, Inc., a Delaware
corporation (the “Company”), each of the other parties signatory thereto
and any other parties
identified on the signature pages of any joinder agreements substantially
similar to this joinder agreement executed and delivered pursuant to Section 10
of the Registration Rights Agreement.  Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Registration Rights
Agreement.


 


In consideration of the transfer to the undersigned of Registrable
Securities of the Company, the undersigned represents that it is a transferee
of [insert name of transferor] and agrees that, as of the date written below,
the undersigned shall become a party to the Registration Rights Agreement, and
shall be fully bound by, and subject to, all of the covenants, terms and
conditions of the Registration Rights Agreement as though an original party
thereto.


 


[SIGNATURE PAGE
FOLLOWS]


 

















 


 


 


Executed as of the                
day of                              ,
           .


 


TRANSFEREE: [insert name of transferee]


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


Address:


 


 


 


Acknowledged and agreed by:


 


 


SIX FLAGS ENTERTAINMENT
CORPORATION


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:
  President