Exhibit 10.1


 


FIFTH AMENDMENT


 


FIFTH
AMENDMENT, dated as of April 22, 2005 (this “Amendment”), to the Amended
and Restated Credit Agreement, dated as of July 8, 2002 (as amended,
supplemented or otherwise modified, including by the First Amendment, dated as
of November 25, 2003, the Optional Increase Amendment, dated as of January 14,
2004, the Third Amendment, dated as of March 26, 2004, and the Fourth
Amendment, dated as of November 4, 2004, the “Credit Agreement”), among
SIX FLAGS, INC., a Delaware corporation (“Parent”), SIX FLAGS OPERATIONS
INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a
Delaware corporation (the “Primary Borrower”), the Foreign Subsidiary
Borrowers from time to time parties to the Credit Agreement (together with the
Primary Borrower, the “Borrowers”), the several banks and other
financial institutions or entities from time to time parties to the Credit
Agreement, THE BANK OF NEW YORK and BANK OF AMERICA, N.A., as syndication
agents, CREDIT LYONNAIS, NEW YORK BRANCH, as documentation agent, and LEHMAN
COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative
Agent”).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have agreed to make and have made
loans and other extensions of credit to the Borrowers;


 


WHEREAS,
the Borrowers have requested and, upon this Amendment becoming effective, the
Lenders will have agreed, that certain provisions of the Credit Agreement be
amended in the manner provided for in this Amendment; and


 


NOW
THEREFORE, in consideration of the premises and mutual covenants contained
herein, and for other valuable consideration the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


SECTION 1.                  DEFINITIONS.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


SECTION 2.                  AMENDMENTS
TO THE CREDIT AGREEMENT.


 


2.1                                 Amendments
to Section 1.1 of the Credit Agreement (Defined Terms).


 


(a)                                  The
definition of “L/C Commitment” in Section 1.1 of the Credit Agreement is hereby
amended by deleting therefrom the number “$25,000,000” and substituting in lieu
thereof the number “$40,000,000”.


 


(b)                               Section
1.1 of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:


 


“C$”:  lawful currency of Canada.


 





















 


“Canadian
Subsidiary”:  the collective
reference to Parc Six Flags Montreal, S.E.C., a Quebec limited partnership, and
Parc Six Flags Montreal Inc., a Quebec corporation, the general partner
thereof.


 


2.2                                 Amendments
to Section 10.2 of the Credit Agreement (Indebtedness).  Section 10.2 of the Credit Agreement is
hereby amended by (a) deleting the word “and” at the end of Section 10.2(h),
(b) deleting the “.” at the end of Section 10.2(i) and substituting “; and” in
lieu thereof and (c) inserting the following at the end thereof:


 


(j)                  Indebtedness of the Canadian Subsidiary in an aggregate principal amount
not in excess of C$35,000,000 at any one time outstanding.


 


2.3                                 Amendments
to Section 10.3 of the Credit Agreement (Liens).  Section 10.3 of the Credit Agreement is
hereby amended by (a) deleting the word “and” at the end of Section 10.3(i),
(b) deleting the “.” at the end of Section 10.3(j) and substituting “; and” in
lieu thereof and (c) inserting the following at the end thereof:


 


(k)               Liens
on the Property of the Canadian Subsidiary securing Indebtedness to the extent
such Indebtedness is permitted under Section 10.2(j).


 


SECTION 3.                  CONDITIONS
PRECEDENT.  This Amendment shall
become effective on and as of the date (the “Amendment Effective Date”)
on which (a) the Administrative Agent shall have received (i) an executed
counterpart of this Amendment, duly executed and delivered by a duly authorized
officer of each of Parent, Holdings and the Primary Borrower, (ii) executed
Lender Consent Letters (or facsimile transmissions thereof), substantially in
the form of Exhibit A hereto (“Lender Consent Letters”), from the
Required Lenders and each Issuing Lender and (iii) an executed Acknowledgment
and Consent, substantially in the form of Exhibit B hereto, from each Guarantor
and (b) the Primary Borrower shall have paid all fees required to be paid, and
expenses for which invoices have been presented (including fees, disbursements
and other charges of counsel to the Agents), in connection with the Credit
Agreement.


 


SECTION 4.                  REPRESENTATIONS
AND WARRANTIES; NO DEFAULT. On and as of the date hereof, and after giving
effect to this Amendment, (a) each of Parent, Holdings and the Primary Borrower
certifies that no Default or Event of Default has occurred and is continuing
and (b) each of Parent, Holdings and the Primary Borrower confirms, reaffirms
and restates that the representations and warranties made by the Loan Parties
in the Loan Documents are true and correct in all material respects, except to
the extent such representations and warranties expressly relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.


 


SECTION 5.                  REFERENCE
TO AND EFFECT ON THE LOAN DOCUMENTS. 
On and after the Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby. 
Except as expressly amended


 


2





















 


herein, all of the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect in accordance with
the terms thereof and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Agents or the Lenders may now have or may have in the future under or
in connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.


 


SECTION 6.                  COUNTERPARTS.  This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.  A set of the copies of this Amendment signed
by all the parties shall be lodged with the Primary Borrower and the
Administrative Agent.


 


SECTION 7.                  PAYMENT
OF EXPENSES.  The Primary Borrower
agrees to pay or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Amendment and
any other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.


 


SECTION 8.                  GOVERNING
LAW.  THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


3





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year
first above written.


 


 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS OPERATIONS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS THEME
  PARKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN
  COMMERCIAL PAPER INC.,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Fifth Amendment to
Amended and Restated Credit Agreement


 





















 


EXHIBIT A


 


LENDER CONSENT LETTER


 


SIX FLAGS AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JULY 8, 2002


 


To:                Lehman
Commercial Paper Inc.,

as Administrative Agent


745
Seventh Avenue


New
York, New York 10019


Attention:  Michelle Rosolinsky


 


Ladies and Gentlemen:


 


Reference
is made to the Amended and Restated Credit Agreement, dated as of July 8, 2002
(as amended, supplemented or otherwise modified, including by the First
Amendment, dated as of November 25, 2003, the Optional Increase Amendment,
dated as of January 14, 2004, the Third Amendment, dated as of March 26,
2004, and the Fourth Amendment, dated as of November 4, 2004, the “Credit
Agreement”), among Six Flags, Inc., a Delaware corporation, Six Flags
Operations Inc., a Delaware corporation, Six Flags Theme Parks Inc., a Delaware
corporation (the “Primary Borrower”), each Foreign Subsidiary Borrower
(together with the Primary Borrower, the “Borrowers”), the Lenders from
time to time parties to the Credit Agreement, The Bank of New York and Bank of
America, N.A., as Syndication Agents, Credit Lyonnais, New York Branch, as
Documentation Agent, and Lehman Commercial Paper Inc., as Administrative
Agent.  Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement are used
herein as therein defined.


 


The
Borrowers have requested that the Lenders consent to amend the Credit Agreement
on the terms described in the Fifth Amendment (the “Amendment”) to which
a form of this Lender Consent Letter is attached as Exhibit A.


 


Pursuant
to Section 13.1(a) of the Credit Agreement, the undersigned Lender hereby
irrevocably consents to the execution by the Administrative Agent of the
Amendment.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (NAME OF LENDER)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


Dated as of April 22, 2005


 


Lender Consent


 





















 


EXHIBIT B


 


ACKNOWLEDGMENT AND CONSENT

TO THE FIFTH AMENDMENT

TO THE AMENDED AND RESTATED CREDIT AGREEMENT


 


Reference
is made to the Amended and Restated Credit Agreement described in the foregoing
Fifth Amendment (the “Credit Agreement”; terms defined in the Credit
Agreement and used in this Acknowledgement and Consent shall have the meanings
given to such terms in the Credit Agreement) and the Guarantee and Collateral
Agreement, dated as of November 5, 1999, made by the Grantors in favor of the
Administrative Agent, for the benefit of the Lenders.  Each of the undersigned Guarantors hereby (a)
consents to the foregoing Fifth Amendment and the transactions contemplated
thereby and (b) agrees and acknowledges that all guarantees and grants of
security interests contained in the Guarantee and Collateral Agreement are, and
shall remain, in full force and effect after giving effect to the foregoing
Fifth Amendment and all prior modifications, if any, to the Credit Agreement.


 


(Rest
of page left intentionally blank.)


 





















 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS
  OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  



 


Acknowledgment and
Consent


 





















 


	
   

  	
  ASTROWORLD GP
  LLC

  
	
   

  	
  ASTROWORLD LP
  LLC

  
	
   

  	
  AURORA
  CAMPGROUND, INC.

  
	
   

  	
  DARIEN LAKE
  MANAGEMENT COMPANY, INC.

  
	
   

  	
  DARIEN
  LAKE THEME PARK AND CAMPING RESORT, INC.

  
	
   

  	
  ENCHANTED PARKS,
  INC.

  
	
   

  	
  FIESTA TEXAS,
  INC.

  
	
   

  	
  FRONTIER CITY
  PROPERTIES, INC.

  
	
   

  	
  FUNTIME, INC.

  
	
   

  	
  FUNTIME PARKS,
  INC.

  
	
   

  	
  GREAT ESCAPE
  HOLDING INC.

  
	
   

  	
  GREAT ESCAPE LLC

  
	
   

  	
  GREAT ESCAPE
  THEME PARK LLC

  
	
   

  	
  HURRICANE HARBOR
  GP LLC

  
	
   

  	
  HURRICANE HARBOR
  LP LLC

  
	
   

  	
  INDIANA PARKS,
  INC.

  
	
   

  	
  KKI, LLC

  
	
   

  	
  MWM HOLDINGS
  INC.

  
	
   

  	
  OHIO CAMPGROUNDS
  INC.

  
	
   

  	
  OHIO HOTEL LLC

  
	
   

  	
  PARK MANAGEMENT
  CORP.

  
	
   

  	
  PP DATA SERVICES
  INC.

  
	
   

  	
  PREMIER
  INTERNATIONAL HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS
  HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS OF
  COLORADO INC.

  
	
   

  	
  PREMIER
  WATERWORLD CONCORD INC.

  
	
   

  	
  PREMIER
  WATERWORLD SACRAMENTO INC.

  
	
   

  	
  RIVERSIDE PARK
  ENTERPRISES, INC.

  
	
   

  	
  SAN ANTONIO PARK
  GP, LLC

  
	
   

  	
  SFJ MANAGEMENT
  INC.

  
	
   

  	
  SFTP INC.

  
	
   

  	
  SFTP SAN ANTONIO
  GP, INC.

  
	
   

  	
  SFTP SAN
  ANTONIO, INC.

  
	
   

  	
  SFTP SAN ANTONIO
  II, INC

  
	
   

  	
  STUART AMUSEMENT
  COMPANY

  
	
   

  	
  TIERCO MARYLAND,
  INC.

  
	
   

  	
  TIERCO WATER
  PARK, INC.

  
	
   

  	
  WYANDOT LAKE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  



 





















 


	
   

  	
  SF SPLASHTOWN
  INC.

  
	
   

  	
  SF SPLASHTOWN GP
  INC.

  
	
   

  	
  SIX FLAGS EVENTS
  INC.

  
	
   

  	
  SIX FLAGS EVENTS
  HOLDING CORP.

  
	
   

  	
  SIX FLAGS
  SERVICES, INC.

  
	
   

  	
  SIX FLAGS
  SERVICES OF ILLINOIS, INC.

  
	
   

  	
  SIX FLAGS
  SERVICES OF MISSOURI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTROWORLD LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Astroworld GP
  LLC,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELITCH GARDENS
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Premier Parks of
  Colorado Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
						



 





















 


	
   

  	
  FRONTIER
  CITY PARTNERS LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Frontier City
  Properties, Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HURRICANE HARBOR
  LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hurricane Harbor
  GP LLC,

  its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SF PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Six Flags Theme
  Parks Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS SAN
  ANTONIO, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SFTP San Antonio
  GP, Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  



 





















 


	
   

  	
  SIX FLAGS
  SPLASHTOWN L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SF Splashtown GP
  Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS EVENTS
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Six Flags Events
  Inc.,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAN ANTONIO
  THEME PARK, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  San Antonio Park
  GP, LLC,

  its General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M.
  Coughlin

  
	
   

  	
   

  	
  Vice President