Exhibit 4.1


 


SIX FLAGS,
INC.


 


$325,000,000


 


95/8%
SENIOR NOTES DUE 2014












 


 


INDENTURE


 


Dated as of
December 5, 2003












 


 












THE BANK OF
NEW YORK


 


as Trustee












 

















 


Table of
Contents


 


	
  ARTICLE I
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
  Section 1.01.  
  Definitions

  	
   

  
	
  Section 1.02.  
  Other Definitions

  	
   

  
	
  Section 1.03.  
  One Class of Securities

  	
   

  
	
  Section 1.04.  
  Trust Indenture Act

  	
   

  
	
  Section 1.05.  
  Rules of Construction

  	
   

  
	
   

  	
   

  
	
  ARTICLE II THE NOTES

  	
   

  
	
  Section 2.01.  
  Issuance of Additional Notes

  	
   

  
	
  Section 2.02.  
  Payments by Company by Wire Transfer

  	
   

  
	
  Section 2.03.  
  Form and Dating

  	
   

  
	
  Section 2.04.  
  Execution and Authentication

  	
   

  
	
  Section 2.05.  
  Registrar and Paying Agent

  	
   

  
	
  Section 2.06.  
  Paying Agent to Hold Money in Trust

  	
   

  
	
  Section 2.07.  
  Holder Lists

  	
   

  
	
  Section 2.08.  
  Transfer and Exchange

  	
   

  
	
  Section 2.09.  
  Replacement Notes

  	
   

  
	
  Section 2.10.  
  Outstanding Notes

  	
   

  
	
  Section 2.11.  
  Treasury Notes

  	
   

  
	
  Section 2.12.  
  Temporary Notes

  	
   

  
	
  Section 2.13.  
  Cancellation

  	
   

  
	
  Section 2.14.  
  Defaulted Interest

  	
   

  
	
  Section 2.15.  
  Cusip Numbers.

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  REDEMPTION AND PREPAYMENT

  	
   

  
	
  Section 3.01.  
  Notices to Trustee

  	
   

  
	
  Section 3.02.  
  Selection of Notes to Be Redeemed

  	
   

  
	
  Section 3.03.  
  Notice of Redemption

  	
   

  
	
  Section 3.04.  
  Effect of Notice of Redemption

  	
   

  
	
  Section 3.05.  
  Deposit of Redemption Price

  	
   

  
	
  Section 3.06.  
  Notes Redeemed in Part

  	
   

  
	
  Section 3.07.  
  Optional Redemption

  	
   

  
	
  Section 3.08.  
  Mandatory Redemption

  	
   

  
	
  Section 3.09.  
  Offer to Purchase by Application of Excess Proceeds

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  
	
  Section 4.01.  
  Payment of Notes

  	
   

  
	
  Section 4.02.  
  Maintenance of Office or Agency

  	
   

  
	
  Section 4.03.  
  Reports

  	
   

  
	
  Section 4.04.  
  Compliance Certificate

  	
   

  
	
  Section 4.05.  
  Taxes

  	
   

  
	
  Section 4.06.  
  Stay, Extension and Usury Laws

  	
   

  
	
  Section 4.07.  
  Restricted Payments

  	
   

  



 

















 


	
  Section 4.08.  
  Dividend and Other Payment Restrictions Affecting Subsidiaries

  	
   

  
	
  Section 4.09.  
  Incurrence of Indebtedness and Issuance of Preferred Stock

  	
   

  
	
  Section 4.10.   Asset
  Sales

  	
   

  
	
  Section 4.11.  
  Transactions with Affiliates

  	
   

  
	
  Section 4.12.   Liens

  	
   

  
	
  Section 4.13.   Line
  of Business

  	
   

  
	
  Section 4.14.  
  Corporate Existence

  	
   

  
	
  Section 4.15.   Offer
  to Repurchase Upon Change of Control

  	
   

  
	
  Section 4.16.  
  Limitation on Sale and Leaseback Transactions

  	
   

  
	
  Section 4.17.  
  Payments for Consent

  	
   

  
	
  Section 4.18.  
  Limitation on Leases

  	
   

  
	
   

  	
   

  
	
  ARTICLE V SUCCESSORS

  	
   

  
	
  Section 5.01.  
  Merger, Consolidation, or Sale of Assets

  	
   

  
	
  Section 5.02.  
  Successor Corporation Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI
  DEFAULTS AND REMEDIES

  	
   

  
	
  Section 6.01.   Events
  of Default

  	
   

  
	
  Section 6.02.  
  Acceleration

  	
   

  
	
  Section 6.03.   Other
  Remedies

  	
   

  
	
  Section 6.04.   Waiver
  of Past Defaults

  	
   

  
	
  Section 6.05.  
  Control by Majority

  	
   

  
	
  Section 6.06.  
  Limitation on Suits

  	
   

  
	
  Section 6.07.   Rights
  of Holders to Receive Payment

  	
   

  
	
  Section 6.08.  
  Collection Suit by Trustee

  	
   

  
	
  Section 6.09.  
  Trustee May File Proofs of Claim

  	
   

  
	
  Section 6.10.  
  Priorities

  	
   

  
	
  Section 6.11.  
  Undertaking for Costs

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII TRUSTEE

  	
   

  
	
  Section 7.01.   Duties
  of Trustee.

  	
   

  
	
  Section 7.02.   Rights
  of Trustee

  	
   

  
	
  Section 7.03.  
  Individual Rights of Trustee

  	
   

  
	
  Section 7.04.  
  Trustee’s Disclaimer

  	
   

  
	
  Section 7.05.   Notice
  of Defaults

  	
   

  
	
  Section 7.06.  
  Reports by Trustee to Holders of the Notes

  	
   

  
	
  Section 7.07.  
  Compensation and Indemnity

  	
   

  
	
  Section 7.08.  
  Replacement of Trustee

  	
   

  
	
  Section 7.09.  
  Successor Trustee by Merger, etc

  	
   

  
	
  Section 7.10.  
  Eligibility; Disqualification

  	
   

  
	
  Section 7.11.  
  Preferential Collection of Claims Against Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
  Section 8.01.   Option
  to Effect Legal Defeasance or Covenant Defeasance

  	
   

  
	
  Section 8.02.   Legal
  Defeasance and Discharge

  	
   

  
	
  Section 8.03.  
  Covenant Defeasance

  	
   

  
	
  Section 8.04.  
  Conditions to Legal or Covenant Defeasance

  	
   

  



 


ii

















 


	
  Section 8.05.   Deposited
  Money and Government Securities to be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  
	
  Section 8.06.  
  Repayment to Company

  	
   

  
	
  Section 8.07.  
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX
  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  
	
  Section 9.01.  
  Without Consent of Holders

  	
   

  
	
  Section 9.02.   With
  Consent of Holders.

  	
   

  
	
  Section 9.03.  
  Compliance with Trust Indenture Act

  	
   

  
	
  Section 9.04.  
  Revocation and Effect of Consents

  	
   

  
	
  Section 9.05.  
  Notation on or Exchange of Notes

  	
   

  
	
  Section 9.06.  
  Trustee to Sign Amendments, etc.

  	
   

  
	
   

  	
   

  
	
  ARTICLE X
  SATISFACTION AND DISCHARGE

  	
   

  
	
  Section 10.01.  
  Satisfaction and Discharge

  	
   

  
	
  Section 10.02.   Deposited
  Cash and Government Securities

  	
   

  
	
  Section 10.03.  
  Repayment to Company

  	
   

  
	
  Section 10.04.  
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI MISCELLANEOUS

  	
   

  
	
  Section 11.01.  
  Trust Indenture Act Controls

  	
   

  
	
  Section 11.02.  
  Notices

  	
   

  
	
  Section 11.03.  
  Communication by Holders with Other Holders

  	
   

  
	
  Section 11.04.  
  Certificate and Opinion as to Conditions Precedent

  	
   

  
	
  Section 11.05.  
  Statements Required in Certificate or Opinion

  	
   

  
	
  Section 11.06.  
  Rules by Trustee and Agents

  	
   

  
	
  Section 11.07.   No
  Personal Liability of Directors, Officers, Employees and Stockholders

  	
   

  
	
  Section 11.08.  
  Governing Law

  	
   

  
	
  Section 11.09.   No
  Adverse Interpretation of Other Agreements

  	
   

  
	
  Section 11.10.  
  Successors

  	
   

  
	
  Section 11.11.  
  Severability

  	
   

  
	
  Section 11.12.  
  Counterpart Originals

  	
   

  
	
  Section 11.13.  
  Table of Contents, Headings, etc.

  	
   

  



 


iii

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture 

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
  11.03

  
	
  (c)

  	
   

  	
  11.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  11.03

  
	
  (b)(2)

  	
   

  	
  7.06, 7.07

  
	
  (c)

  	
   

  	
  7.06, 11.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03, 11.02

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  11.04

  
	
  (c)(2)

  	
   

  	
  11.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  11.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05, 11.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  316(a) (last sentence)

  	
   

  	
  2.11

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  2.14

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.06

  
	
  318(a)

  	
   

  	
  11.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  11.01

  



 












N.A. means not applicable


 


*This Cross-Reference Table is not part of the Indenture


 


v

















 


INDENTURE, dated as of December 5, 2003, between
Six Flags, Inc., a Delaware corporation (the “Company”), and The Bank of New
York, a New York banking corporation, as trustee (the “Trustee”).


 


The Company
and the Trustee agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders of the 95/8%
Senior Notes due 2014 (the “Initial Notes”) and the 95/8%
Senior Notes due 2014 if and when issued in the Exchange Offer (the “New Notes”
and, together with the Initial Notes, the “Notes”).


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.  Definitions.


 


“144A Global
Note” means one or more global notes in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or
on behalf of, and registered in the name of, the Depositary or its nominee that
will represent the aggregate principal amount of the Notes sold in reliance on
Rule 144A.


 


“Acquired
Debt” means, with respect to any specified Person, (i) Indebtedness of any
other Person existing at the time such other Person is merged with or into or
becomes a Subsidiary of such specified Person, including, without limitation,
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person,
and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.


 


“Additional
Interest” means all additional interest then owing pursuant to Section 5
of the Registration Rights Agreement.


 


“Affiliate” of
any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person.  For purposes of this
definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with
respect to any Person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement
or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control.


 


“Agent” means
any Registrar, Paying Agent or co-registrar.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.


 


“Asset Sale”
means (i) the sale, conveyance or other disposition of any assets or rights
(including, without limitation, by way of a sale and leaseback) other than
sales of inventory in the ordinary course of business; provided that the
sale, conveyance or other disposition of all or substantially all of the assets
of the Company and its Restricted Subsidiaries


 

















 


taken as a
whole will be governed by Section 4.15 and/or Section 5.01 hereof and
not by Section 4.10 hereof, and (ii) the issue or sale by the Company or
any of its Restricted Subsidiaries of Equity Interests of any of the Company’s
Restricted Subsidiaries, in the case of either clause (i) or (ii), whether in a
single transaction or a series of related transactions (a) that have a fair
market value in excess of $10.0 million or (b) for net proceeds in excess of
$10.0 million.  Notwithstanding the
preceding, the following items shall not be deemed to be Asset Sales: (i) a
transfer of assets by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary, (ii) an issuance
of Equity Interests by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary, (iii) the transfer of Equity Interests in any Restricted
Subsidiary pursuant to the Subordinated Indemnity Agreement or the Partnership
Parks Agreements, (iv) the issuance of Equity Interests by a Restricted
Subsidiary to any employee thereof or as consideration for the acquisition of
all or substantially all of the assets of, or a majority of the Voting Stock
of, any Person (or a business unit or division of such Person), provided
that the primary business of such Person (or such unit or division) is a
Permitted Business, (v) the substitution of property in accordance with the
terms of the Parcel Lease, dated November 7, 1997, between Marine World
and Park Management Corp., as the same may be modified or amended from time to
time after the Issue Date, provided such modification or amendment does
not adversely affect the interests of the Holders in any material respect, and
(vi) a Restricted Payment that is permitted by Section 4.07 hereof.


 


“Attributable
Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit
in such transaction, determined in accordance with GAAP) of the obligation of
the lessee for net rental payments during the remaining term of the lease
included in such sale and leaseback transaction (including any period for which
such lease has been extended or may, at the option of the lessor, be extended).


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.


 


“Beneficial
Share Assignment Agreement” means the Beneficial Share Assignment Agreement,
dated as of April 1, 1998, between TW-SPV Co. and the Company.


 


“Board of
Directors” means the Board of Directors of the Company, or any authorized
committee of the Board of Directors.


 


“Broker-Dealer”
has the meaning set forth in the Registration Rights Agreement.


 


“Business Day”
means any day other than a Legal Holiday.


 


“Capital Lease
Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time
be required to be capitalized on a balance sheet in accordance with GAAP.


 


“Capital
Stock” means (i) in the case of a corporation, corporate stock, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and


 


2

















 


(iv) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing
Person.


 


“Cash
Equivalents” means (i) United States dollars or foreign currency, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) having maturities of not more than one year from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any lender party to the Credit Facilities or with
any commercial bank having capital and surplus in excess of $500.0 million and
a Thompson Bank Watch Rating of “B” or better, (iv) repurchase obligations with
a term of not more than thirty days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from Moody’s Investors
Service, Inc. or Standard & Poor’s Corporation and in each case maturing
within one year after the date of acquisition, (vi) securities with maturities
of six months or less from the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any state, commonwealth or territory, the
securities of which state, commonwealth, territory, political subdivision or
taxing authority (as the case may be) are rated at least “A” by Standard &
Poor’s Corporation or “A” by Moody’s Investors Service, Inc. and (vii) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (i) through (vi) of this definition.


 


“Change of
Control” means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any “person” (as such term is used in Section 13(d)(3) of the
Exchange Act), (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company, (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any “person” becomes the “beneficial owner” (as such terms are
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of more than 35% of the Voting Stock of the Company, or (iv) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.


 


“Clearstream”
means Clearstream Banking S.A.


 


“Company”
means Six Flags, Inc., and any and all successors thereto.


 


“Consolidated
Cash Flow” means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus (i) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was included in computing
such Consolidated Net Income, plus
(ii) Consolidated Interest Expense of such Person and its Restricted
Subsidiaries for such period, to the extent that any such expense was deducted
in computing such Consolidated Net Income; plus
(iii) depreciation, amortization (including any depreciation or amortization
arising out of purchases by the Company or any Restricted Subsidiary of Equity
Interests in the partners of the


 


3

















 


Co-Venture
Partnerships and amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period
or amortization of a prepaid cash expense that was paid in a prior period) of
such Person and its Restricted Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; minus
(iv) non-cash items increasing such Consolidated Net Income for such period, in
each case, on a consolidated basis and determined in accordance with GAAP
(other than accrual of income in the ordinary course of business in respect of
a future cash payment).


 


Notwithstanding
any other provision of this Indenture to the contrary, “Consolidated Cash Flow”
of the Company for any period will be deemed to include 100% of the cash
distributions to the Company or any of its Restricted Subsidiaries in respect
of such period from the Co-Venture Partnerships, directly or indirectly, out of
the Consolidated Cash Flow of the Co-Venture Partnerships in respect of such
period.


 


“Consolidated
Indebtedness” means, with respect to any Person as of any date of
determination, the sum, without duplication, of (i) the total amount of
Indebtedness and Attributable Debt of such Person and its Restricted
Subsidiaries, plus (ii) the total
amount of Indebtedness and Attributable Debt of any other Person, to the extent
that the same has been guaranteed by the referent Person or one or more of its
Restricted Subsidiaries, plus
(iii) the aggregate liquidation value of all Disqualified Stock of such Person
and all preferred stock of Restricted Subsidiaries of such Person, in each
case, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, the sum of
(i) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued (including, without
limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
imputed interest with respect to Attributable Debt, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations); and (ii) the consolidated interest expense of such Person and its
Restricted Subsidiaries that was capitalized during such period; and (iii) any
interest expense on Indebtedness or Attributable Debt of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (whether or
not such guarantee or Lien is called upon). 
The term “Consolidated Interest Expense” shall not include the
consolidated interest expense of any Person with respect to (i) Indebtedness of
the Co-Venture Partnerships (or the general partners thereof), except to the
extent guaranteed by the Company or any Restricted Subsidiary (other than such
general partners); or (ii) any obligations of the Company or any Restricted
Subsidiary under the Partnership Parks Agreements, the Marine World Agreements
or the Subordinated Indemnity Agreement.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period,
on a consolidated basis, and prior to any deduction in respect of dividends on
any series of preferred


 


4

















 


stock of such
Person, determined in accordance with GAAP; provided that (i) the Net
Income (but not loss) of the Co-Venture partnerships or any Person that is not
a Restricted Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof and (ii) the cumulative effect of a change in accounting
principles shall be excluded.


 


“Continuing
Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors on the
date of this Indenture or (ii) was nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of the Board of Directors at the time of such nomination or
election.


 


“Convertible
Preferred Stock” means the 115,000 shares of the Company’s 7-1/4% Convertible
Preferred Stock underlying the PIERS.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified
in Section 11.02 hereof or such other address as to which the Trustee may
give notice in writing to the Company.


 


“Co-Venture
Partnerships” means (i) Six Flags Over Georgia II, L.P., a Delaware limited
partnership and (ii) Texas Flags, Ltd., a Texas limited partnership.


 


“Credit
Facilities” means, with respect to the Company or any of its Restricted
Subsidiaries, one or more debt facilities (including, without limitation, the
Six Flags Credit Facility) or commercial paper facilities with banks or other
institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.


 


“Currency
Agreement” means in respect of a Person any foreign exchange contract, currency
swap agreement or other similar agreement as to which such Person is a party or
a beneficiary.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


“Debt to Cash
Flow Ratio” means, as of any date of determination, the ratio of (a) the
Consolidated Indebtedness of the Company as of such date to (b) the
Consolidated Cash Flow of the Company for the four most recent full fiscal
quarters ending immediately prior to such date for which financial statements
have been filed with the SEC, determined on a pro forma basis after giving
effect to all acquisitions or Asset Sales made by the Company and its Restricted
Subsidiaries from the beginning of such four-quarter period through and
including such date of determination (including any related financing
transactions) as if such acquisitions and dispositions had occurred at the
beginning of such four-quarter period. 
In addition, for purposes of calculating the Debt to Cash Flow Ratio,
(i) acquisitions that have been made by the Company or any of its Restricted
Subsidiaries, including through mergers or consolidations and


 


5

















 


including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the calculation date
shall be deemed to have occurred on the first day of the four-quarter reference
period and (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the calculation date, shall be excluded.


 


“Default”
means any event that is or with the passage of time or the giving of notice or
both would be an Event of Default.


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof
and issued in accordance with Section 2.08 hereof, in the form of Exhibit
A hereto except that such Note shall not bear the Global Note Legend and shall
not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in
global form, The Depository Trust Company and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.


 


“Disqualified
Stock” means any Capital Stock (other than the PIERS and the underlying
Convertible Preferred Stock) that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, at the
option of the holder thereof), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder thereof, in whole or in part, on or
prior to the date that is 91 days after the date on which the Notes
mature.  Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Change of Control or an Asset Sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any of such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof.


 


“Distribution
Compliance Period” means the 40-day period as defined in Regulation S.


 


 “Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock (but, without
limiting the generality of the foregoing, excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).


 


“Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels office, as operator
of the Euroclear system.


 


“Event of
Default” has the meaning specified in Section 6.01.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.08(f) hereof.


 


6

















 


“Exchange
Offer” means the exchange and issuance by the Company of a principal amount of
New Notes (which shall be registered pursuant to the Exchange Offer
Registration Statement) equal to the outstanding principal amount of Notes that
are tendered by such Holders in connection with such exchange and issuance.


 


“Exchange
Offer Registration Statement” means the Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


“Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the
Company and its Restricted Subsidiaries (other than Indebtedness under the Six
Flags Credit Facility and the Notes) in existence on the Issue Date, until such
amounts are repaid.


 


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in other statements by another entity that have
been approved by a significant segment of the accounting profession, which are
in effect from time to time.


 


“Global Note
Legend” means the legend set forth in Section 2.08(g)(ii), which is
required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means, individually and collectively, each of the Restricted Global Note and
the Unrestricted Global Note, in the form of Exhibit A hereto issued in
accordance with Sections 2.03 and 2.08 hereof.


 


“Government
Securities” means (i) direct obligations of, or obligations guaranteed by, the
United States of America for the payment of which guarantee or obligations the
full faith and credit of the United States of America is pledged and (ii) money
market funds at least 95% of the assets of which constitute Government
Securities of the kinds described in clause (i) of this definition.


 


“Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof), of all or
any part of any Indebtedness.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person
under (i) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements and (ii) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates.


 


“Holder” means
a Person in whose name a Note is registered.


 


“Indebtedness”
means, with respect to any Person, any indebtedness of such Person, whether or
not contingent:  (i) in respect of
borrowed money; (ii) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof) or; (iii) banker’s acceptances; (iv) representing Capital Lease
Obligations; (v) representing the balance deferred and unpaid of the purchase
price of any property, except any


 


7

















 


such balance
that constitutes an accrued expense or trade payable or (vi) representing any
Hedging Obligations, if and to the extent any of the foregoing (other than
letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP, as well as all
Indebtedness of others secured by a Lien on any asset of such Person (whether
or not such Indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other Person.  The amount of any
Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness issued with original issue discount,
and (ii) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.  The term “Indebtedness” shall not include
(i) any obligations of the Company or any Restricted Subsidiary under the
Partnership Parks Agreements, the Marine World Agreements or the Subordinated
Indemnity Agreement or (ii) any Indebtedness of the Co-Venture Partnerships (or
the general partners thereof), except to the extent guaranteed by the Company
or any Restricted Subsidiary (other than such general partners).


 


“Indenture”
means this Indenture, as amended or supplemented from time to time.


 


“Indirect
Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.


 


“Initial
Notes” is defined in the preamble hereto.


 


“Interest
Payment Date” shall have the meaning set forth in paragraph 1 of each Note and,
if applicable, any Additional Notes.


 


“Investments”
means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the forms of direct or indirect loans
(including guarantees of Indebtedness or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees and any deposit or advance made pursuant to any contract
entered into in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.  If the Company or any Restricted Subsidiary
of the Company sells or otherwise disposes of any Equity Interests of any
direct or indirect Restricted Subsidiary of the Company (other than pursuant to
the terms of the Partnership Parks Agreements or the Subordinated Indemnity
Agreement) such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Company, the Company shall
be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07 hereof.


 


“Issue Date”
means the date the Initial Notes are first issued.


 


“Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York or at a place of payment are authorized by law, regulation
or executive order to remain closed.  If
a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.


 


8

















 


“Letter of
Transmittal” means the letter of transmittal, or its electronic equivalent in
accordance with the Applicable Procedures, to be prepared by the Company and
sent to all Holders of the Initial Notes or any Additional Notes for use by
such Holders in connection with an Exchange Offer.


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).


 


“Marine World”
means the Marine World Joint Powers Authority or any successor thereto.


 


“Marine World
Agreements” means:


 


(1)               the Parcel Lease,
dated November 7, 1997, between Marine World and Park Management Corp.
(“PMC”);


 


(2)               the Reciprocal
Easement Agreement, dated November 7, 1997, between Marine World and PMC;


 


(3)               the Revenue Sharing
Agreement, dated November 7, 1997, among Marine World, PMC and the
Redevelopment Agency of the City of Vallejo (the “Agency”);


 


(4)               the Purchase Option
Agreement, dated as of August 29, 1997, among Marine World, the Agency,
the City of Vallejo and PMC; and


 


(5)               the 1997 Management
Agreement, dated as of February 1, 1997, between Marine World and PMC, as
amended;


 


in each case,
as the same may be modified or amended from time to time after the Issue Date, provided
such modification or amendment does not adversely affect the interests of the
Holders in any material respects.


 


“Net Income”
means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of
preferred stock dividends, excluding, however, (i) any gain or loss, together
with any related provision for taxes on such gain or loss, realized in
connection with any Asset Sale (including, without limitation, dispositions
pursuant to sale and leaseback transactions) and (ii) any extraordinary gain or
loss, together with any related provision for taxes on such extraordinary gain
or loss.


 


“Net Proceeds”
means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation,


 


9

















 


legal,
accounting and investment banking fees, and sales commissions) and any relocation
expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements), amounts required to be applied to the repayment
of Indebtedness secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP.


 


“New Notes” is
defined in the preamble hereto.


 


“Non-Recourse
Debt” means Indebtedness (i) as to which neither the Company nor any of its
Restricted Subsidiaries (a) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Indebtedness), (b)
is directly or indirectly liable (as a guarantor or otherwise), or (c)
constitutes the lender; (ii) no default with respect to which (including any
rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any
holder of any other Indebtedness of the Company or any of its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and
(iii) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of the Company or any of its
Restricted Subsidiaries.


 


“Notes” has
the meaning assigned to it in the preamble hereto.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting
officer of the Company, that meets the requirements of Section 11.05 hereof.


 


“Opinion of
Counsel” means an opinion from legal counsel that meets the requirements of
Section 11.05 hereof.  The counsel
may be an employee of or internal or other counsel to the Company or any
Subsidiary of the Company.


 


“Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to The Depository Trust Company, shall include Euroclear and
Clearstream).


 


“Partnership
Parks Agreements” means:


 


10

















 


(1)               the Overall
Agreement, dated as of February 15, 1997, among Six Flags Fund, Ltd.
(L.P.), Salkin Family Trust, SFG, Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over
Georgia, Ltd., SFOG II, Inc., SFOG II Employee, Inc., SFOG Acquisition A, Inc.,
SFOG Acquisition B, L.L.C., Six Flags Over Georgia, Inc., Six Flags Services of
Georgia, Inc., Six Flags Theme Parks Inc. and Six Flags Entertainment
Corporation and the Related Agreements (as defined therein); and


 


(2)               the Overall
Agreement, dated as of November 24, 1997, among Six Flags Over Texas Fund,
Ltd., Flags’ Directors, L.L.C., FD-II, L.L.C., Texas Flags, Ltd., SFOT
Employee, Inc., SFOT Acquisition I, Inc., SFOT Acquisition II, Inc., Six Flags
Over Texas, Inc., Six Flags Theme Parks Inc. and Six Flags Entertainment
Corporation and the Related Agreements (as defined therein);


 


in each case,
as the same may be modified or amended from time to time after the Issue Date, provided
such modification or amendment does not adversely affect the interests of the
Holders in any material respect.


 


“Permitted
Business” means any business related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of this
Indenture.


 


“Permitted
Investments” means an Investment by the Company or any Restricted Subsidiary in
(i) cash or Cash Equivalents, (ii) the Company, a Restricted Subsidiary or a
Person which will, upon the making of such Investment, become a Restricted
Subsidiary; provided, however, that the primary business of such
Restricted Subsidiary is a Permitted Business; (iii) another Person if as a
result of such Investment such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets (or the
assets of any business unit or division of such Person) to, the Company or a
Restricted Subsidiary; provided, however, that such Person’s (or
such unit’s or division’s) primary business is a Permitted Business; (iv)
another Person if the aggregate amount of all Investments in all such other
Persons does not exceed $25.0 million at any one time outstanding (with each
Investment being valued as of the date made and without giving effect to
subsequent changes in value); provided, however, that such
Person’s primary business is a Permitted Business; (v) promissory notes
received as consideration for an Asset Sale which are secured by a Lien on the
asset subject to such Asset Sale; provided that the aggregate amount of
all such promissory notes at any one time outstanding does not exceed $5.0
million; (vi) non-cash consideration from an Asset Sale that was made pursuant
to and in compliance with Section 4.10 hereof; (vii) assets acquired
solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (viii) receivables owing to the Company or
any Restricted Subsidiary, if created or acquired in the ordinary course of
business; (ix) payroll, travel and similar advances that are made in the
ordinary course of business; (x) loans or advances to employees made in the
ordinary course of business consistent with past practices of the Company or
such Restricted Subsidiary; (xi) stock, obligations or securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of judgments; and (xii)
other Investments in any Person at any time outstanding (each such Investment
being measured on the date each such Investment was made and without giving
effect to subsequent changes in value) not to exceed $150 million.


 


11

















 


“Permitted
Liens” means (i) Liens to secure Indebtedness of a Restricted Subsidiary of the
Company that was permitted to be incurred under this Indenture; (ii) Liens
existing on the Issue Date; (iii) Liens on property or shares of Capital Stock
of another Person at the time such other Person becomes a Restricted Subsidiary
of such Person; provided, however, that such Liens are not
created, incurred or assumed in connection with, or in contemplation of, such
other Person becoming a Restricted Subsidiary; provided,  further,
however, that such Lien may not extend to any other property owned by
such Person or any of its Restricted Subsidiaries; (iv) Liens on property at
the time such Person or any of its Restricted Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with
or into such Person or a Restricted Subsidiary of such Person; provided,
however, that such Liens are not created, incurred or assumed in
connection with, or in contemplation of, such acquisition; provided,  further,
however, that the Liens may not extend to any other property owned by
such Person or any of its Restricted Subsidiaries; (v) Liens securing
Indebtedness or other obligations; of a Restricted Subsidiary of such Person
owing to such Person or a Restricted Subsidiary of such Person; (vi) Liens
securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same type of
property securing such Hedging Obligations; (vii) Liens to secure any Permitted
Refinancing Indebtedness; provided, however, that (x) such new
Lien shall be limited to all or part of the same property that secured the
original Indebtedness (plus improvements on such property) and (y) the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of:  (A) the outstanding
principal amount or, if greater, committed amount of the Indebtedness
refinanced at the time the original Lien became a Permitted Lien; and (B) an
amount necessary to pay any fees and expenses, including premiums, related to
such refinancing, refunding, extension, renewal or replacement; (viii)(a)
mortgages, liens, security interests, restrictions or encumbrances that have
been placed by any developer, landlord or other third party on property over
which the Company or any Restricted Subsidiary of the Company has easement
rights or on any real property leased by the Company or any Restricted
Subsidiary of the Company and subordination or similar agreements relating
thereto and (b) any condemnation or eminent domain proceedings affecting any
real property; (ix) pledges or deposits by such Person under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Indebtedness) or leases to which such Person is a party, or deposits
to secure public or statutory obligations of such Person or deposits of cash or
United States government bonds to secure surety or appeal bonds to which such
Person is a party, or deposits as security for contested taxes or import duties
or for the payment of rent, in each case incurred in the ordinary course of
business; (x) Liens imposed by law, such as carriers’, warehousemen’s and
mechanic’s Liens, in each case for sums not yet due or being contested in good faith
by appropriate proceedings or other Liens arising out of judgments or awards
against such Person with respect to which such Person shall then be proceeding
with an appeal or other proceedings for review; (xi) Liens for property taxes
not yet due or payable or subject to penalties for non-payment or which are
being contested in good faith and by appropriate proceedings; (xii) minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not
incurred in connection with Indebtedness and which do not in the aggregate
materially impair the use of such properties in the operation of the business
of such Person; (xiii) Liens securing Purchase Money Indebtedness;


 


12

















 


provided, however, that (a) the
Indebtedness secured by such Liens is otherwise permitted to be incurred under
this Indenture, (b) the principal amount of any Indebtedness secured by any
such Lien does not exceed the cost of assets or property so acquired or
constructed and (c) the amount of Indebtedness secured by any such Lien is not
subsequently increased; (xiv) Liens arising out of the transactions
contemplated by the Partnership Parks Agreements, the Marine World Agreements, the
Subordinated Indemnity Agreement or the Six Flags Agreement; and (xv) Liens
incurred in the ordinary course of business of the Company or any Subsidiary of
the Company with respect to obligations that do not exceed $20.0 million at any
one time outstanding.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that: (i) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses,
including premiums, incurred in connection therewith); (ii) such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;
and (iv) such Indebtedness is incurred either by the Company or by a Restricted
Subsidiary.


 


“Person” means
any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or agency
or political subdivision thereof (including any subdivision or ongoing business
of any such entity or substantially all of the assets of any such entity,
subdivision or business).


 


“PIERS” means
the Company’s 11,500,000 Preferred Income Equity Redeemable Shares issued on
January 23, 2001.


 


“Predecessor
Note” of any particular Note means every previous Note evidencing all or
portion of the same Indebtedness as that evidenced by such particular Note; and
any Note authenticated and delivered under Section 2.09 in lieu of a lost,
destroyed or stolen Note shall be deemed to evidence the same Indebtedness as
the lost, destroyed or stolen Note.


 


“Private
Placement Legend” means the legend set forth in Section 2.08(g)(i) to be
placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“Prospectus”
means the prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any


 


13

















 


prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.


 


“Public Equity
Offering” means an underwritten primary public offering of Equity Interests
(other than Disqualified Stock) of the Company pursuant to an effective
registration statement under the Securities Act.


 


“Purchase
Money Indebtedness” means Indebtedness (i) consisting of the deferred purchase
price of property, conditional sale obligations, obligations under any title
retention agreement and other purchase money obligations, in each case where
the maturity of such Indebtedness does not exceed the anticipated useful life
of the asset being financed; and (ii) incurred to finance the acquisition by
the Company or a Restricted Subsidiary of the Company of such asset, including
additions and improvements; provided, however, that any Lien
arising in connection with this type of Indebtedness shall be limited to the
specified asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property on which such asset is
attached; and provided  further, that such Indebtedness is
incurred within 180 days after such acquisition, addition or improvement by the
Company or Restricted Subsidiary of such asset.


 


“QIB” means a
“qualified institutional buyer” as defined in Rule 144A.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the date
hereof, among the Company, Lehman Brothers Inc., Bear, Stearns & Co. Inc.,
Citigroup Global Markets Inc., Banc of America Securities LLC, BNY Capital
Markets, Inc., Credit Lyonnais Securities (USA) Inc. and Allen & Company
LLC, as such agreement may be amended, modified or supplemented from time to
time and, with respect to any Additional Notes, one or more registration rights
agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes
to register such Additional Notes, or exchange such Additional Notes for
registered notes, under the Securities Act.


 


“Registration
Statement” means any registration statement of the Company relating to (a) an
offering of New Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case, (i) that is filed pursuant to the provisions of the
Registration Rights Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date means the
applicable date specified as a “Record Date” on the face of the Note.


 


“Regulation S”
means Regulation S promulgated under the Securities Act.


 


“Regulation S
Global Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued
in a denomination


 


14

















 


equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.


 


“Responsible
Officer” when used with respect to the Trustee, means (a) any officer within
the corporate trust department of the Trustee, including any vice president,
assistant vice president, assistant secretary, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular
subject and (b) who shall have direct responsibility for the administration of
this Indenture.


 


“Restricted
Definitive Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted
Global Note” means a Global Note bearing the Private Placement Legend.


 


“Restricted
Investment” means an Investment other than a Permitted Investment.


 


“Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not
an Unrestricted Subsidiary.


 


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


 


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


 


“Rule 903”
means Rule 903 promulgated under the Securities Act.


 


“Rule 904”
means Rule 904 promulgated the Securities Act.


 


“SEC” means
the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Senior Debt”
means (i) all Indebtedness of the Company or any Restricted Subsidiary
outstanding under Credit Facilities and all Hedging Obligations with respect
thereto; (ii) any other Indebtedness of the Company or any Restricted
Subsidiary permitted to be incurred under the terms of this Indenture, unless
the instrument under which such Indebtedness is incurred expressly provides
that it is subordinated in right of payment to the Notes; and (iii) all
Obligations with respect to the items in the preceding clauses (i) and
(ii).  Notwithstanding anything to the
contrary in the preceding, Senior Debt will not include (i) any liability for
federal, state, local or other taxes owed or owing by the Company; (ii) any
Indebtedness of the Company to any of its Subsidiaries or other Affiliates;
(iii) any trade payables; or (iv) the portion of any Indebtedness that is
incurred in violation of this Indenture.


 


“Shelf
Registration Statement” means the Shelf Registration Statement as defined in
the Registration Rights Agreement.


 


15

















 


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to
the Securities Act, as such regulation is in effect on the date of this
Indenture.


 


“Six Flags
Agreement” means that certain Agreement and Plan of Merger dated as of
February 9, 1998, by and among Premier Parks, Inc. (predecessor to the
Company), Premier Parks Holdings Corporation, Premier Parks Merger Corporation,
a certain group of sellers listed therein and Six Flags Entertainment
Corporation (predecessor to Six Flags Operations, Inc.).


 


“Six Flags
Credit Facility” means the $1.0 billion amended and restated credit agreement,
dated as of July 8, 2002, among Six Flags, Inc., Six Flags Operations
Inc., Six Flags Theme Parks Inc., certain foreign subsidiaries from time to
time parties thereto, the lenders party thereto, Lehman Commercial Paper Inc.,
as administrative agent, and the other agents named therein, as the same may be
modified or amended from time to time.


 


“Specified
Amount” means, as of any date, the Consolidated Cash Flow of the Company for
the most recently ended four-quarter period for which financial statements have
been filed with the SEC determined on a pro forma basis after giving effect to
all acquisitions or Asset Sales made by the Company and its Restricted
Subsidiaries from the beginning of such four-quarter period through and
including such date of determination (including any related financing
transactions) as if such acquisitions and dispositions had occurred at the
beginning of such four-quarter period.


 


“Stated
Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which the payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 


“Strategic
Equity Investment” means a cash contribution to the common equity capital of
the Company or a purchase from the Company of common Equity Interests (other
than Disqualified Stock), in either case by or from a Strategic Equity Investor
and for aggregate cash consideration of at least $25.0 million.


 


“Strategic
Equity Investor” means, as of any date, any Person (other than an Affiliate of
the Company) engaged in a Permitted Business which, as of the day immediately
before such date, had a Total Equity Market Capitalization of at least $1.0
billion.


 


“Subordinated
Indemnity Agreement” means the Subordinated Indemnity Agreement, dated as of
April 1, 1998, among the Company, Six Flags Entertainment Corporation and
its subsidiaries, Time Warner Inc., Time Warner Entertainment Company, L.P. and
TW-SPV Co., as the same may be modified or amended from time to time after
April 1, 1998, provided such modification or amendment does not adversely
affect the interests of the Holders in any material fashion.


 


“Subsidiary”
means with respect to any Person (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital


 


16

















 


Stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); provided that,
notwithstanding the foregoing, each of SFOG A Holdings, SFOG B Holdings, SFOT I
Holdings and SFOT II Holdings will be deemed to be a Subsidiary of the Company
for all purposes under the Indenture so long as the Subordinated Indemnity
Agreement and the Beneficial Share Assignment Agreement will each be in full
force and effect and no default or event of default will have occurred
thereunder, and (ii) any partnership or limited liability company (a) the sole
general partner or the managing general partner (or equivalent) of which is
such Person or a Subsidiary of such Person; or (b) the only general partners of
which are such Person or one or more Subsidiaries of such Person (or any
combination thereof).


 


“TIA” means
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date on which this Indenture is qualified under the TIA.


 


“Total Equity
Market Capitalization” of any Person means, as of any day of determination, the
sum of (i) the product of (A) the aggregate number of outstanding primary
shares of (x) common stock of such Person on such day (which shall not include
any options or warrants on, or securities convertible or exchangeable into,
shares of common stock of such Person) and (y) preferred stock of such Person
on such day (to the extent listed on a national securities exchange or the
Nasdaq National Market System) multiplied by (B) the average closing price of
such common stock or such preferred stock, as the case may be, listed on a
national securities exchange or the Nasdaq National Market System over the 20
consecutive business days immediately preceding such day, plus (ii) the
liquidation value of any outstanding shares of preferred stock of such Person
on such day not listed on a national securities exchange or the Nasdaq National
Market System.


 


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


 


“Trustee”
means the party named as such in the preamble hereto until a successor replaces
it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are
not required to bear the Private Placement Legend.


 


“Unrestricted
Global Note” means a permanent Global Note in the form of Exhibit A attached
hereto that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, and that is deposited
with or on


 


17

















 


behalf of and
registered in the name of the Depositary, representing Notes that do not bear
the Private Placement Legend.


 


“Unrestricted
Subsidiary” means any Subsidiary (other than Six Flags Operations Inc. or Six
Flags Theme Parks Inc. or any successor to either of them) that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company; (c) is a Person with respect to which neither
the Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person’s financial condition or to cause such Person to
achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries; and (e) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries.  Any
such designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing conditions and was permitted by
Section 4.07 hereof.  If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be
in default of such covenant).  The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary
of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary
and such designation shall only be permitted if (i) such Indebtedness is
permitted under Section 4.09 hereof, calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference
period, and (ii) no Default or Event of Default would be in existence following
such designation.


 


“U.S. Person”
means a U.S. person as defined in Rule 902(a) under the Securities Act.


 


“Voting Stock”
of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote by the holder thereof in the election of the Board of
Directors (or comparable body) of such Person.


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date,
the number of years obtained by dividing (i) the sum of the products obtained
by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect thereof, by (b) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date


 


18

















 


and the making
of such payment, by (ii) the then outstanding principal amount of such
Indebtedness.


 


“Wholly Owned
Restricted Subsidiary” of any Person means a Restricted Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Restricted Subsidiaries of such
Person or by such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.


 


Section 1.02.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Notes”

  	
   

  	
  2.01

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  
	
  “Asset Sale Offer”

  	
   

  	
  4.10

  
	
  “Authentication Order”

  	
   

  	
  2.04

  
	
  “Basket Period”

  	
   

  	
  4.07

  
	
  “Change of Control Offer”

  	
   

  	
  4.15

  
	
  “Change of Control Payment”

  	
   

  	
  4.15

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.05

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Excess Proceeds”

  	
   

  	
  4.10

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.09

  
	
  “Offer Period”

  	
   

  	
  3.09

  
	
  “Paying Agent”

  	
   

  	
  2.05

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  
	
  “Purchase Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.05

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  



 


Section 1.03.  One
Class of Securities.  The Initial Notes and the New Notes shall vote and consent
together on all matters as one class and none of the Initial Notes or the New
Notes shall have the right to vote or consent as a separate class on any matter.


 


Section 1.04.  Trust
Indenture Act. 
Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.


 


The following
TIA terms used in this Indenture have the following meanings:


 


“indenture
securities” means the Notes;


 


19

















 


“indenture
security Holder” means a Holder of a Note;


 


“indenture to
be qualified” means this Indenture;


 


“indenture
trustee” or “institutional trustee” means the Trustee; and


 


“obligor” on
the Notes means the Company and any successor obligor upon the Notes.


 


All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.


 


Section 1.05.  Rules
of Construction. 
Unless the context otherwise requires:


 


(1)                                  a
term has the meaning assigned to it;


 


(2)                                  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(3)                                  “or”
is not exclusive;


 


(4)                                  words
in the singular include the plural, and in the plural include the singular;


 


(5)                                  provisions
apply to successive events and transactions; and


 


(6)                                  references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from
time to time.


 


ARTICLE II

THE NOTES


 


Section 2.01.  Issuance
of Additional Notes.  The Company may, subject to Section 4.09 hereof, issue
additional Notes (“Additional Notes”) under this Indenture which will have
identical terms as the Initial Notes issued on the Issue Date other than with
respect to the date of issuance, issue price, first payment of interest and
rights under a related Registration Rights Agreement, if any.  The Initial Notes issued on the Issue Date,
any Additional Notes and all Exchange Notes issued in exchange therefor shall
be treated as a single class for all purposes under this Indenture.


 


With respect to any Additional Notes, the Company
shall set forth in a Board Resolution and an Officers’ Certificate, a copy of
each of which shall be delivered to the Trustee, the following information:


 


(a)  the aggregate principal amount of such
Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


20

















 


(b)  the issue price, the issue date and the
CUSIP number of such Additional Notes; and


 


(c)  whether such Additional Notes shall be
subject to the restrictions on transfer set forth in Section 2.08 hereof
relating to Restricted Global Notes and Restricted Definitive Notes.


 


Section 2.02.  Payments
by Company by Wire Transfer.  The Company shall make all interest,
premium, if any, and principal payments by wire transfer of immediately available
funds to any Holder who shall have given written directions to the Company or
the Paying Agent to make such payments by wire transfer pursuant to the wire
transfer instructions supplied to the Company or the Paying Agent by such
Holder on or prior to the applicable record date.


 


Section 2.03.  Form
and Dating. 
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with
the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.  Notes
shall be dated the date of their authentication.


 


(a)  Global
Notes.


 


Notes issued
in global form shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the
form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto).  Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and
redemptions.  Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Note Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.08
hereof.


 


(b)  Euroclear
and Clearstream Procedures Applicable.


 


The provisions
of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream” and “Customer Handbook” of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Global Notes that are
held by Participants through Euroclear or Clearstream.


 


Section 2.04.  Execution
and Authentication.  An Officer shall sign the Notes for the Company by manual or
facsimile signature.


 


21

















 


If an Officer
whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.


 


A Note shall
not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee
shall, upon a written order of the Company signed by an Officer (an “Authentication
Order”), authenticate Notes for original issue up to the aggregate
principal amount stated in paragraph 4 of the Notes.  The aggregate principal amount of Notes outstanding at any time
may not exceed such amount except as provided in Section 2.09 hereof.


 


The Trustee
may appoint an authenticating agent acceptable to the Company to authenticate
Notes.  An authenticating agent may
authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.


 


Section 2.05.  Registrar
and Paying Agent. 
The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and
an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term
“Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.  The Company
may change any Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any
of its Subsidiaries may act as Paying Agent or Registrar.


 


The Company
initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.


 


The Company
initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Note Custodian with respect to the Global Notes.


 


Section 2.06.  Paying
Agent to Hold Money in Trust.The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium or
Additional Interest, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment.  While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the
money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent. Upon any bankruptcy or reorganization proceedings
relating to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


22

















 


Section 2.07.  Holder
Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a).  If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at least seven Business
Days before each Interest Payment Date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).


 


Section 2.08.  Transfer
and Exchange.  (a)  Transfer and Exchange of Global Notes.  A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary, (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee or (iii) there shall have occurred and be continuing a Default or Event
of Default with respect to the Notes. 
Upon the occurrence of any of the preceding events in (i), (ii) or (iii)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee.  Global Notes also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.09
and 2.12 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.08 or Section 2.09 or
2.12 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note.  A Global Note may not be
exchanged for another Note other than as provided in this Section 2.08(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.08(b), (c) or (f) hereof.


 


(b)  Transfer and Exchange
of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (i) or (ii) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(i)   Transfer of Beneficial Interests in the Same Global
Note.  Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement
Legend and any Applicable Procedures; provided, however, that
prior to the expiration of the Distribution Compliance Period, transfers of
beneficial interests in the Regulation S Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser or a “distributor” (as defined in Rule 902(d) of Regulation S)).  Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who


 


23

















 


take delivery
thereof in the form of a beneficial interest in an Unrestricted Global
Note.  Except as may be required by
Applicable Procedures, no written orders or instructions shall be required to
be delivered to the Registrar to effect the transfers described in this
Section 2.08(b)(i).


 


(ii)   All Other Transfers and Exchanges of Beneficial
Interests in Global Notes.  In
connection with all transfers and exchanges of beneficial interests that are
not subject to Section 2.08(b)(i) above, the transferor of such beneficial
interest must deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase or (B) if
permitted under Section 2.08(a) hereof, (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (B)(1)
above; provided that in no event shall Definitive Notes be issued upon
the transfer or exchange of beneficial interests in the Regulation S Global
Note prior to (x) the expiration of the Distribution Compliance Period and (y)
the receipt by the Registrar of any certificates pursuant to Rule 903 under the
Securities Act.  Upon consummation of an
Exchange Offer by the Company in accordance with Section 2.08(f) hereof,
the requirements of this Section 2.08(b)(ii) shall be deemed to have been
satisfied upon receipt by the Registrar of the instructions contained in the
Letter of Transmittal delivered by the Holder of such beneficial interests in
the Restricted Global Notes.  Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall adjust the
principal amount of the relevant Global Note(s) pursuant to
Section 2.08(h) hereof.


 


(iii)   Transfer of Beneficial Interests in a Restricted
Global Note to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.08(b)(ii) above and the Registrar receives the
following:


 


(A)                              if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)                                if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof.


 


24

















 


(iv)   Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only
if the exchange or transfer complies with the requirements of
Section 2.08(b)(ii) above and:


 


(A)                              such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of the beneficial interest
to be transferred, in the case of an exchange, or the transferee, in the case
of a transfer, makes any and all certifications in the applicable Letter of
Transmittal or is deemed to have made such certifications if delivery is made
through the Applicable Procedures as may be required by the Registration Rights
Agreement;


 


(B)                                such
transfer is effected pursuant to a Shelf Registration Statement in accordance
with a Registration Rights Agreement;


 


(C)                                such
transfer is effected by a participating Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with a Registration Rights
Agreement; or


 


(D)                               the
Registrar receives the following:


 


(1)                                  if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or


 


(2)                                  if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests, or the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


 


If any such
transfer is effected pursuant to subparagraph (B) or (D) above at a time when
an Unrestricted Global Note has not yet been issued, the Company shall issue
and,


 


25

















 


upon receipt
of an Authentication Order in accordance with Section 2.04 hereof, the
Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.


 


(v)  Transfer or Exchange of
Beneficial Interests in Unrestricted Global Notes for Beneficial Interests in
Restricted Global Notes Prohibited. 
Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of,
beneficial interests in a Restricted Global Note.


 


(c)  Transfer or Exchange
of Beneficial Interests in Global Notes for Definitive Notes.


 


(i)   Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. 
Subject to Section 2.08(a) hereof, if any holder of a beneficial
interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following
documentation:


 


(A)                              if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;


 


(B)                                if
such beneficial interest is being transferred to a QIB in accordance with Rule
144A under the Securities Act, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;


 


(C)                                if
such beneficial interest is being transferred to a “non-U.S. Person” (as
defined in Rule 902(k) of Regulation S) in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)                               if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144
under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;


 


(E)                                 if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(F)                                 if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a


 


26

















 


certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof


 


the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.08(h) hereof, and the Company
shall execute and upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.08(c)(i) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver
such Restricted Definitive Notes to the Persons in whose names such Notes are
so registered.  Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.08(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.


 


(ii)   Notwithstanding Sections 2.08(c)(i)(A) and (C) hereof,
a beneficial interest in the Regulation S Global Note may not be exchanged for
a Definitive Note or transferred to a Person who takes delivery thereof in the
form of a Definitive Note prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.


 


(iii)   Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. 
Subject to Section 2.08(a) hereof, a holder of a beneficial
interest in a Restricted Global Note may exchange such beneficial interest for
an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if:


 


(A)                              such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, makes any and all certifications in the applicable Letter of
Transmittal;


 


(B)                                such
transfer is effected pursuant to a Shelf Registration Statement in accordance
with a Registration Rights Agreement;


 


(C)                                such
transfer is effected by a participating Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with a Registration Rights
Agreement; or


 


(D)                               the
Registrar receives the following:


 


27

















 


(1)                                  if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or


 


(2)                                  if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4)
thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar so requests, or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


Upon satisfaction of the
conditions of any of the clauses of this Section 2.08(c)(iii), the Company
shall execute, and, upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate and deliver to the
Person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount, and the Trustee shall cause the aggregate
principal amount of the applicable Restricted Global Note to be reduced in a
corresponding amount pursuant to Section 2.08(h) hereof.


 


(iv)   Beneficial Interests in Unrestricted Global Notes
to Unrestricted Definitive Notes. 
Subject to Section 2.08(a) hereof, if any holder of a beneficial
interest in an Unrestricted Global Note proposes to exchange such beneficial
interest for an Unrestricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note, then, upon satisfaction of the applicable conditions set forth
in Section 2.08(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Unrestricted Global Note to be reduced
accordingly pursuant to Section 2.08(h) hereof, and the Company shall
execute and, upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate and deliver to the
person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount.  Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.08(c)(iv) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Registrar through instructions from
the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Unrestricted
Definitive Notes to the Persons in whose names such Notes are so registered.  Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.08(c)(iv)
shall not bear the Private Placement Legend.


 


28

















 


(d)  Transfer and Exchange
of Definitive Notes for Beneficial Interests in Global Notes.


 


(i)   Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes.  If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:


 


(A)                              if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(2)(b) thereof;


 


(B)                                if
such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;


 


(C)                                if
such Restricted Definitive Note is being transferred to a “non-U.S. Person” (as
defined in Rule 902(k) of Regulation S) in an offshore transaction in
accordance with Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)                               if
such Restricted Definitive Note is being transferred pursuant to an exemption from
the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)                                 if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(F)                                 if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,


 


the Trustee
shall cancel the Restricted Definitive Note, increase or cause to be increased
the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the 144A
Global Note, and in the case of clause (C) above, the Regulation S Global Note.


 


(ii)   Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes.  A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial


 


29

















 


interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:


 


(A)                              such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, makes any and all
certifications in the applicable Letter of Transmittal;


 


(B)                                such
transfer is effected pursuant to a Shelf Registration Statement in accordance
with a Registration Rights Agreement;


 


(C)                                such
transfer is effected by a participating Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with a Registration Rights
Agreement; or


 


(D)                               the
Registrar receives the following:


 


(1)                                  if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in an Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in
item (1)(c) thereof; or


 


(2)                                  if
the Holder of such Restricted Definitive Note proposes to transfer such Note to
a Person who shall take delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), if the Registrar requests or if the Applicable Procedures so require, an
Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


 


Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.08(d)(ii), the Trustee shall cancel such Restricted Definitive
Note and increase or cause to be increased the aggregate principal amount of
the Unrestricted Global Note.


 


(iii)   Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. 
A Holder of an Unrestricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such
Unrestricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an


 


30

















 


Unrestricted
Global Note at any time.  Upon receipt
of a request for such an exchange or transfer, the Trustee shall cancel the
applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


(iv)   Transfer or Exchange of
Unrestricted Definitive Notes to Beneficial Interests in Restricted Global
Notes Prohibited.  An Unrestricted
Definitive Note may not be exchanged for, or transferred to Persons who take
delivery thereof in the form of, beneficial interests in a Restricted Global
Note.


 


(v)   Issuance of Unrestricted Global Notes. If any
such exchange or transfer from a Definitive Note to a beneficial interest in an
Unrestricted Global Note is effected pursuant to subparagraphs (ii)(B), (ii)(D)
or (iii) above at a time when an Unrestricted Global Note has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.04 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


 


(e)  Transfer and Exchange
of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.08(e), the Registrar
shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by such Holder’s attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.08(e).


 


(i)   Restricted Definitive Notes to Restricted Definitive
Notes.  Any Restricted Definitive
Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar
receives the following:


 


(A)                              if
the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;


 


(B)                                if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and


 


(C)                                if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.


 


31

















 


(ii)   Restricted Definitive Notes to Unrestricted
Definitive Notes.  Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof
in the form of an Unrestricted Definitive Note only if:


 


(A)                              such
exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, makes any and all
certifications in the applicable Letter of Transmittal;


 


(B)                                any
such transfer is effected pursuant to a Shelf Registration Statement in
accordance with a Registration Rights Agreement;


 


(C)                                any
such transfer is effected by a participating Broker-Dealer pursuant to an
Exchange Offer Registration Statement in accordance with a Registration Rights
Agreement; or


 


(D)                               the
Registrar receives the following:


 


(1)                                  if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(2)                                  if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph
(D), an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


Upon satisfaction of the
conditions of any of the clauses of Section 2.08(e)(ii), the Trustee shall
cancel the prior Restricted Definitive Note and the Company shall execute, and,
upon receipt of an Authentication Order in accordance with Section 2.04
hereof, the Trustee shall authenticate and deliver to the Person designated in
the instructions an Unrestricted Definitive Note in the appropriate principal amount.


 


(iii)   Unrestricted Definitive Notes to Unrestricted
Definitive Notes.  A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to


 


32

















 


register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.


 


(f)  Exchange Offer.  Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.04,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the applicable Restricted Global Notes tendered for acceptance by
Persons that make any and all certifications in the applicable Letter of
Transmittal or are deemed to have made such certifications if delivery is made
through the Applicable Procedures as may be required by such Registration
Rights Agreement, and accepted for exchange in the Exchange Offer and (ii)
Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes tendered for acceptance by
Persons who made the foregoing certifications and accepted for exchange in the
Exchange Offer.  Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Unrestricted Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.


 


(g)  Legends.  The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.


 


(i)   Private Placement Legend.


 


(A)                              Except
as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form.


 


THE SECURITIES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION”
PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X)
THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF


 


33

















 


ANY
PREDECESSOR OF THE SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO SIX FLAGS, INC., (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
GIVE TO EACH PERSON TO WHICH THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT SIX FLAGS, INC. AND
THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1)
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OR TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE.  THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.  AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


 


(B)                                Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii)
or (f) of this Section 2.08 (and all Notes issued in exchange therefor or
substitution thereof) shall not bear the Private Placement Legend.


 


(ii)   Global Note Legend.  Each Global Note shall bear a legend in substantially the
following form:


 


UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY
THE DEPOSITARY OR NOMINEE OF A


 


34

















 


SUCCESSOR
DEPOSITARY, OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.  TRANSFERS OF THE
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF PORTIONS OF THE GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


(h)  Cancellation and/or
Adjustment of Global Notes.


 


At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.13 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such increase.


 


(i)  General Provisions
Relating to Transfers and Exchanges.


 


(i)   To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon the Company’s order.


 


(ii)   No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any


 


35

















transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to
Sections  2.12, 3.06, 3.09, 4.10, 4.15 and
9.05).


 


(iii)   The Registrar shall not be required to register the
transfer of or to exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.


 


(iv)   All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Global Notes or Definitive
Notes surrendered upon such registration of transfer or exchange.


 


(v)   The Registrar shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02  hereof
and ending at the close of business on the day of selection or (B) to register
the transfer of or to exchange any Note so selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


(vi)   The Trustee, any Agent and the Company may deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.


 


(vii)   The Trustee shall authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.04 hereof.


 


(viii)   All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this
Section 2.08 to effect a registration of transfer or exchange may be
submitted by facsimile.


 


(ix)   The Trustee is hereby authorized and directed to enter
into a letter of representation with the Depositary in the form provided by the
Company and to act in accordance with such letter.


 


Section 2.09.  Replacement
Notes.  If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee’s
requirements are met.  If required by
the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect
the Company, the Trustee, any Agent and any authenticating agent from any loss
that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in replacing a Note.


 


36

















 


Every
replacement Note issued in accordance with this Section 2.09 is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.10.  Outstanding
Notes.  The
Notes outstanding at any time are all the Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this
Section as not outstanding.  Except
as set forth in Section 2.11 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall not be
deemed to be outstanding for purposes of Section 3.07(b) hereof.


 


If a Note is
replaced pursuant to Section 2.09 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser.


 


If the
principal amount of any Note is considered paid under Section 4.01  hereof, it ceases to be outstanding and
interest on it ceases to accrue.


 


If the Paying
Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes
payable on that date, then on and after that date such Notes shall be deemed to
be no longer outstanding and shall cease to accrue interest.


 


Section 2.11.  Treasury
Notes.  In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Company, or
by any Affiliate of the Company, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.


 


Section 2.12.  Temporary
Notes. 
Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. 
Temporary Notes shall be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes.


 


Holders of
temporary Notes shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.


 


Section 2.13.  Cancellation.  The Company at any time may deliver Notes to
the Trustee for cancellation.  The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such canceled Notes (subject to the record


 


37

















 


retention
requirement of the Exchange Act in its customary manner).  The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.


 


Section 2.14.  Defaulted
Interest. 
If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01  hereof.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. 
The Company shall fix or cause to be fixed each such special record date
and payment date; provided that no such special record date shall be less than
10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


 


Section 2.15.  CUSIP
Numbers.


 


The Company in
issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if
so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Notes,
and any such redemption shall not be affected by any defect in or omission of
such numbers.  The Company will promptly
notify the Trustee of any change in the “CUSIP” numbers.


 


ARTICLE III

REDEMPTION AND PREPAYMENT


 


Section 3.01.  Notices
to Trustee  .  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the
Trustee, at least 60 days before a redemption date (or such shorter period
as allowed by the Trustee), an Officers’ Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the principal amount of Notes to be redeemed and (iv)
the redemption price.


 


Section 3.02.  Selection
of Notes to Be Redeemed.  If less than all of the Notes are to be redeemed or purchased in
an offer to purchase at any time, the Trustee shall select the Notes to be
redeemed or purchased among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis,
by lot or in accordance with any other method the Trustee considers fair and
appropriate; provided that no Notes of $1,000 or less shall be redeemed
in part.  In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days
prior to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.


 


38

















 


The Trustee
shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. 
Notes and portions of Notes selected shall be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed, the entire outstanding amount of Notes held by such Holder, even
if not a multiple of $1,000, shall be redeemed.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.


 


Section 3.03.  Notice
of Redemption. 
Subject to the provisions of Section 3.09 hereof, at least
30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.


 


The notice
shall identify the Notes (including CUSIP numbers) to be redeemed and shall
state:


 


(a)  the redemption date;


 


(b)  the redemption price;


 


(c)  if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal
to the unredeemed portion shall be issued upon cancelation of the original
Note;


 


(d)  the name and address of the Paying Agent;


 


(e)  that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;


 


(f)  that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;


 


(g)  the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and


 


(h)  that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.


 


At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided,  however, that the Company shall have
delivered to the Trustee, at least 60 days prior to the redemption date (or
such shorter period as allowed by the Trustee), an Officers’ Certificate
requesting that the Trustee give such notice (in the name and at the expense of
the Company) and setting forth the information to be stated in such notice as
provided in the preceding paragraph.


 


Section 3.04.  Effect
of Notice of Redemption.  Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption shall become


 


39

















 


irrevocably
due and payable on the redemption date at the redemption price.  A notice of redemption may not be
conditional.


 


Section 3.05.  Deposit
of Redemption Price.  One Business Day prior to any redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and, if applicable, accrued interest and Additional
Interest, if any, on all Notes to be redeemed on that date.  The Trustee
or the Paying Agent shall promptly return to the Company any money deposited
with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to
be redeemed.


 


If the Company
complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Notes or the portions of
Notes called for redemption.  If a Note
is redeemed on or after a Regular Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest shall be paid to
the Person in whose name such Note was registered at the close of business on
such Regular Record Date.  If any Note
called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.


 


Section 3.06.  Notes
Redeemed in Part. 
Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company’s written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.


 


Section 3.07.  Optional
Redemption. 
(a)  Except as set forth in clause (b) of this
Section 3.07, the Company shall not have the option to redeem the Notes
pursuant to this Section 3.07 prior to June 1, 2009.  On or after June 1, 2009, the Company
may redeem all or part of the Notes upon not less than 30 nor more than 60
days’ notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest and Additional
Interest, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  104.813

  	
  %

  
	
  2010

  	
   

  	
  103.208

  	
  %

  
	
  2011

  	
   

  	
  101.604

  	
  %

  
	
  2012 and
  thereafter 

  	
   

  	
  100.000

  	
  %

  



 


(b)  Notwithstanding the foregoing, at any time prior to
June 1, 2007, the Company may on any one or more occasions redeem up to
35% of the aggregate principal amount of Notes (which includes Additional
Notes, if any) originally issued under this Indenture at a redemption price of
109.625% of the principal amount thereof, plus accrued and unpaid interest to
the redemption date, with the net cash proceeds of one or more Public Equity
Offerings and/or the net cash proceeds of a Strategic Equity Investment; provided
that (i) at least 65% of the aggregate principal amount of Notes (which
includes Additional Notes, if any) 


 


40

















 


originally issued remains outstanding
immediately after the occurrence of each such redemption (excluding the Notes
held by the Company and its Subsidiaries); and (ii) any such redemption shall
occur within 60 days of the date of the closing of each such Public Equity
Offering and/or Strategic Equity Investment.


 


(c)  Any redemption pursuant to this Section 3.07 shall
be made pursuant to the provisions of Section 3.01 through 3.06 hereof.


 


(d)  If the optional redemption date is on or after an
interest record date and on or before the related Interest Payment Date, the
accrued and unpaid interest, if any, will be paid to the Person in whose name
the Note is registered at the close of business on such record date, and no
additional interest will be payable to holders whose Notes will be subject to
redemption by the Company.


 


Section 3.08.  Mandatory
Redemption. 
Except as set forth in Sections 4.10 and 4.15, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


Section 3.09.  Offer
to Purchase by Application of Excess Proceeds.  In the event that, pursuant to
Section 4.10 hereof, the Company shall be required to commence an offer to
all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the
procedures specified below.


 


The Asset Sale
Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the
Offer Period (the “Purchase Date”), the Company shall purchase the principal
amount of Notes required to be purchased pursuant to Section 4.10 hereof
(the “Offer Amount”) or, if less than the Offer Amount has been tendered, all
Notes tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.


 


If the
Purchase Date is on or after an interest record date and on or before the
related Interest Payment Date, any accrued and unpaid interest and Additional
Interest, if any, shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset
Sale Offer.


 


Upon the
commencement of an Asset Sale Offer, the Company shall send, by first class
mail, a notice to the Trustee and each of the Holders, with a copy to the
Trustee.  The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer.  The
Asset Sale Offer shall be made to all Holders. 
The notice, which shall govern the terms of the Asset Sale Offer, shall
state:


 


(a)  that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Asset
Sale Offer shall remain open;


 


(b)  the Offer Amount, the purchase price and the Purchase
Date;


 


41

















 


(c)  that any Note not tendered or accepted for payment shall
continue to accrue interest;


 


(d)  that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer shall
cease to accrue interest after the Purchase Date;


 


(e)  that Holders electing to have a Note purchased pursuant
to an Asset Sale Offer may only elect to have all of such Note purchased and
may not elect to have only a portion of such Note purchased;


 


(f)  that Holders electing to have a Note purchased pursuant
to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a Depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;


 


(g)  that Holders shall be entitled to withdraw their
election if the Company, the Depositary or the Paying Agent, as the case may
be, receives, not later than the expiration of the Offer Period, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note
purchased;


 


(h)  that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Company so that only Notes in denominations of
$1,000, or integral multiples thereof, shall be purchased); and


 


(i)  that Holders whose Notes were purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).


 


On or before
the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or
portions thereof tendered pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Notes tendered, and shall deliver to the
Trustee an Officers’ Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 3.09.  The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case
not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Note, and the Trustee, upon written request from the
Company shall authenticate and mail or deliver such new Note to such Holder, in
a principal amount equal to any unpurchased portion of the Note
surrendered.  Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder
thereof.  The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.


 


42

















 


Other than as
specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.


 


ARTICLE IV

COVENANTS


 


Section 4.01.  Payment
of Notes.  The Company shall pay or
cause to be paid the principal of, premium, if any, and interest and Additional
Interest, if any, on the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, and
interest and Additional Interest, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest and Additional Interest, if any,
then due.


 


The Company
shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
if applicable, it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace period) at
the same rate to the extent lawful.


 


Section 4.02.  Maintenance
of Office or Agency.  The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.


 


The Company
may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. 
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


The Company
hereby designates the Corporate Trust Office of the Trustee as one such office
or agency of the Company in accordance with Section 2.05.


 


Section 4.03.  Reports.  Whether
or not required by the rules and regulations of the SEC, so long as any Notes
are outstanding, the Company shall furnish to the Holders and the Trustee
(i) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file such


 


43

















 


forms,
including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” that describes the financial condition and results of
operations of the Company and its consolidated Subsidiaries (showing in
reasonable detail, either on the face of the financial statements or in the
footnotes thereto and in Management’s Discussion and Analysis of Financial
Condition and Results of Operations, the financial condition and results of
operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company) and, with respect to the annual information only, a report
thereon by the Company’s certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports, in each case, within the time
periods specified in the SEC’s rules and regulations.  In addition, whether or not required by the rules and regulations
of the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (i) and (ii) with the SEC for public availability within
the time periods specified in the SEC’s rules and regulations (unless the SEC
will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request.  The Company shall at all times comply with
TIA § 314(a).  Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to conclusively rely exclusively on
Officers’ Certificates).


 


Section 4.04.  Compliance
Certificate. 
(a)  The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, an Officers’ Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.


 


(b)  So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03 shall be
accompanied by a written statement of the Company’s independent public
accountants (who shall be a firm of established national reputation) that in
connection with the audit for certification of such financial statements
contained in such reports, nothing has come to their attention that would lead
them to believe that the Company has failed to comply with any provisions of
Article 4 or Article 5 hereof insofar as the provisions relate to
accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.


 


44

















 


(c)  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith and in any event within five
days upon any Officer becoming aware of any Default or Event of Default or an
event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.


 


Section 4.05.  Taxes.  The
Company shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.


 


Section 4.06.  Stay,
Extension and Usury Laws.  The
Company covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted.


 


Section 4.07.  Restricted
Payments.  The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: (i) declare or pay any dividend or make any other payment or
distribution on account of any Equity Interests of the Company (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company) or to the direct or indirect holders of any Equity
Interests of the Company in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of
the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving
the Company) any Equity Interests of the Company or any direct or indirect
parent of the Company; (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes, except a payment of interest or
principal at Stated Maturity; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as “Restricted Payments”), unless, at the time of and
after giving effect to such Restricted Payment:


 


(a)  no Default or Event of Default shall have occurred and
be continuing or would occur as a consequence thereof; and


 


(b)  the Company would, at the time of such Restricted
Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Debt to Cash Flow test set forth in the first paragraph of Section 4.09
hereof; and


 


(c)  such Restricted Payment, together with the aggregate
amount of all other Restricted Payments declared or made after the Issue Date
(excluding Restricted Payments permitted by clauses (ii) and (iii) of the next
succeeding paragraph) shall not exceed, at the date


 


45

















 


of determination, the sum, without
duplication, of (A) an amount equal to the Company’s Consolidated Cash Flow for
the period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after June 30, 1999 to the end of the Company’s
most recently ended full fiscal quarter for which financial statements have
been filed with the SEC (the “Basket Period”) less the product of 1.4 times the
Company’s Consolidated Interest Expense for the Basket Period, plus (B) 100% of
the aggregate net cash proceeds received by the Company after June 30,
1999 as a contribution to its common equity capital or from the issue or sale
of Equity Interests of the Company (other than Disqualified Stock) or from the
issue or sale after June 30, 1999 of Disqualified Stock or debt securities
of the Company that have been converted into Equity Interests (other than (x)
Equity Interests, Disqualified Stock or convertible debt securities sold to a
Subsidiary of the Company and (y) any sale of Equity Interests of the Company
the net cash proceeds of which are applied pursuant to clause (ii) of the
immediately succeeding paragraph), plus (C) to the extent that any Restricted
Investment that was made after the Issue Date is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (x) the cash return of capital
with respect to such Restricted Investment (less the cost of disposition, if
any) and (y) the initial amount of such Restricted Investment, plus (D) to the
extent that any Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary after the Issue Date, the fair market value of the Company’s or its
Restricted Subsidiary’s, as the case may be, Investment in such Subsidiary as
of the date of such redesignation.


 


The preceding
provisions shall not prohibit: (i) the payment of any dividend within 60 days
after the date of declaration thereof, if at the date of declaration the
payment would have complied with the provisions of this Indenture; (ii) the
redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness or Equity Interests of the Company in exchange for,
or out of the net cash proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition shall be excluded from clause (c)(B) of the
preceding paragraph; (iii) the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; (iv) so long as no Default or
Event of Default shall have occurred and be continuing (or would result
therefrom), the purchase, redemption, retirement or other acquisition by the
Company or any Restricted Subsidiary of the Company of partnership interests
held by the partners in the limited partners of the Co-Venture Partnerships,
the co-general partner of the Co-Venture Partnerships or, in each case, their
successors, in accordance with and in the manner required or permitted by the
terms of the Partnership Parks Agreements; (v) so long as no Default or Event
of Default shall have occurred and be continuing (or would result therefrom),
any transactions pursuant to or contemplated by, and payments made in
connection with, and in accordance with the terms of, the Partnership Parks
Agreements and the Marine World Agreements; (vi) so long as no Default or Event
of Default shall have occurred and be continuing (or would result therefrom),
any transactions pursuant to or contemplated by, and payments made in
connection with, and in accordance with the terms of, the Subordinated
Indemnity Agreement; (vii) in the event the Company issues common stock in
exchange for or upon conversion of PIERS (or Convertible Preferred Stock
underlying the PIERS), cash payments made in lieu of the issuance of fractional
shares of common stock, not to exceed $500,000 in the aggregate in any fiscal
year; (viii) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company from employees,


 


46

















 


former
employees, directors or former directors of the Company or any of its
Restricted Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors); provided, however,
that the aggregate amount of such repurchases shall not exceed $5.0 million in
any twelve-month period; and (ix) so long as no Default or Event of Default
shall have occurred and be continuing (or would result therefrom), the payment
of dividends on the PIERS (or the underlying Convertible Preferred Stock) or
the redemption of the then outstanding PIERS (or the underlying Convertible
Preferred Stock) on August 15, 2009, in each case in accordance with the
terms thereof as in effect on the date of this Indenture.


 


The amount of
all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Subsidiary, as the case may be,
pursuant to the Restricted Payment.  The
fair market value of any assets or securities that are required to be valued by
this Section 4.07 shall be determined by the Board of Directors of the
Company whose resolution with respect thereto shall be delivered to the
Trustee.  The Board of Directors’
determination shall be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if such fair market
value exceeds $10.0 million.  Not later
than the date of making any Restricted Payment (other than any Restricted
Payment permitted pursuant to clause (i) through (ix) of the immediately
preceding paragraph), the Company shall deliver to the Trustee an Officers’
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.


 


The Board of
Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if such designation would not cause a Default; provided that
in no event shall the business currently operated by Six Flags Operations Inc.
or Six Flags Theme Parks Inc. be transferred to or held by any Unrestricted
Subsidiary.  If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, all outstanding Investments owned
by the Company and its Restricted Subsidiaries (except to the extent repaid in
cash) in the Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under the first paragraph of this Section 4.07.  All such outstanding Investments will be
valued at their fair market value at the time of such designation.  That designation will only be permitted if
such Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


Section 4.08.  Dividend
and Other Payment Restrictions Affecting Subsidiaries.  The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends
or make any other distributions to the Company or any of its Restricted
Subsidiaries on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, or (b) pay any Indebtedness owed
to the Company or any of its Restricted Subsidiaries, (ii) make loans or
advances to the Company or any of its Restricted Subsidiaries or (iii) transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.  However, the preceding
restrictions will not apply to encumbrances or restrictions existing under or
by reason


 


47

















 


of (1)
Existing Indebtedness and Indebtedness under Credit Facilities and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of Existing Indebtedness and
Indebtedness under Credit Facilities, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
the agreements governing the Existing Indebtedness and Indebtedness under
Credit Facilities on the date of this Indenture, (2) the Partnership Parks
Agreements, the Marine World Agreements or the Subordinated Indemnity
Agreement, (3) the terms of any Indebtedness permitted by this Indenture to be
incurred by any Restricted Subsidiary of the Company, (4) this Indenture and
the Notes, (5) applicable law, (6) any instrument governing Indebtedness or
Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred, (7) customary non-assignment provisions in leases,
licenses or other contracts entered into in the ordinary course of business,
(8) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (iii) above
on the property so acquired, (9) any agreement for the sale of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending
its sale, (10) obligations otherwise permitted to be incurred pursuant to the
provisions of Section 4.12 that limit the right of the obligee to dispose
of the assets securing such obligations, (11) provisions with respect to the
disposition or distribution of assets or property in joint venture agreements
and other similar agreements entered into in the ordinary course of business
and (12) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business.


 


Section 4.09.  Incurrence
of Indebtedness and Issuance of Preferred Stock.  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur
Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock
and the Company’s Restricted Subsidiaries may incur Indebtedness (including
Acquired Debt) or issue shares of preferred stock if the Company’s Debt to Cash
Flow Ratio at the time of incurrence of such Indebtedness or the issuance of
such Disqualified Stock or such preferred stock, as the case may be, after
giving pro forma effect to such incurrence or issuance as of such date and to
the use of the proceeds therefrom as if the same had occurred at the beginning
of the most recently ended four full fiscal quarter period of the Company for
which financial statements have been furnished or are required to be furnished
to Holders of the Notes in reports pursuant to Section 4.03 hereof, would
have been no greater than 6.0 to 1.


 


The Company
shall not incur any Indebtedness that is contractually subordinated in right of
payment to any other Indebtedness of the Company unless such Indebtedness is
also


 


48

















 


contractually
subordinated in right of payment to the Notes on substantially identical terms;
provided, however, that no Indebtedness of the Company shall be
deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Company solely by virtue of being unsecured.


 


The first
paragraph of this Section 4.09 will not apply to the incurrence of any of
the following items of Indebtedness (collectively, “Permitted Debt”):


 


(i)   the incurrence by the Company and its Restricted
Subsidiaries of additional Indebtedness under Credit Facilities, in an amount
up to $1.5 billion;


 


(ii)   the incurrence by the Company and its Restricted
Subsidiaries of additional revolving credit Indebtedness and letters of credit
pursuant to Credit Facilities in an aggregate principal amount (with letters of
credit being deemed to have a principal amount equal to the maximum potential
liability of the Company and its Restricted Subsidiaries thereunder) at any one
time outstanding not to exceed the Specified Amount as of such date of
incurrence; provided that the aggregate principal amount of all
Indebtedness incurred pursuant to this clause (ii) is reduced to an outstanding
balance of $1.0 million or less for at least 30 consecutive days in each fiscal
year;


 


(iii)   the incurrence by the Company and its Restricted
Subsidiaries of the Existing Indebtedness;


 


(iv)   the incurrence by the Company of Indebtedness
represented by the Notes (other than any Additional Notes);


 


(v)   the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the Company
or such Restricted Subsidiary, in an aggregate principal amount not to exceed
$50.0 million at any time outstanding;


 


(vi)   the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness (other
than intercompany Indebtedness and Indebtedness incurred pursuant to clauses
(i) and (ii) above) that was permitted by this Indenture to be incurred;


 


(vii)   the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness between or among the
Company and any of its Restricted Subsidiaries; provided, however,
that (a) if the Company is the obligor on any such intercompany Indebtedness,
such Indebtedness is, if any Default or Event of Default with respect to the
Company occurs and is continuing, expressly subordinated to the prior payment
in full in cash of all Obligations with respect to the Notes and (b)(1) any
subsequent issuance or transfer of Equity Interests that results in any such
intercompany Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary thereof and (2) any sale or other transfer of any such
intercompany Indebtedness to a


 


49

















 


Person that is
not either the Company or a Restricted Subsidiary of the Company shall be
deemed, in each case, to constitute an incurrence of such intercompany
Indebtedness by the Company or such Restricted Subsidiary, as the case may be,
that was not permitted by this clause (vii);


 


(viii)   the incurrence by the Company or any of its
Restricted Subsidiaries of (a) Hedging Obligations that are incurred for the
purpose of fixing or hedging interest rate risk with respect to any floating
rate Indebtedness that is permitted by the terms of this Indenture to be incurred
and (b) Currency Agreements that do not increase the Indebtedness of the
Company and its Restricted Subsidiaries outstanding at any time other than as a
result of fluctuations in foreign currency exchange rates or interest rates or
by reason of fees, indemnities and compensation payable thereunder;


 


(ix)   Indebtedness in respect of performance bonds, letters
of credits, surety or appeal bonds, prior to any drawing thereunder, for or in
connection with pledges, deposits or payments made or given in the ordinary
course of business;


 


(x)   the guarantee by the Company or any of its Restricted
Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this
Section 4.09 (including, without limiting the generality of the foregoing,
the guarantee by the Company or any Restricted Subsidiary of the Company of
Existing Indebtedness);


 


(xi)   the incurrence by the Company’s Unrestricted
Subsidiaries of Non-Recourse Debt, provided, however, that if any
such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary,
such event shall be deemed to constitute an incurrence of Indebtedness by a
Restricted Subsidiary of the Company that was not permitted by this clause
(xi); and


 


(xii)   the incurrence by the Company or any of its
Restricted Subsidiaries of additional Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including
all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any Indebtedness incurred pursuant to this clause (xii), not to exceed $100.0
million.


 


For purposes
of determining compliance with this Section 4.09, in the event that an
item of Indebtedness (including Acquired Debt) meets the criteria of more than
one of the categories of Permitted Debt described in clauses (i) through (xii)
above or is entitled to be incurred pursuant to the first paragraph of this
Section 4.09, the Company shall, in its sole discretion, classify (or later
reclassify in whole or in part, in its sole discretion) such item of
Indebtedness in any manner that complies with this Section 4.09.  Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on preferred stock in the form of additional shares of
the same class of preferred stock will not be deemed to be an incurrence of
Indebtedness or an issuance of preferred stock for purposes of this
Section 4.09; provided, in each such case, that the amount thereof
is included in Consolidated Indebtedness of the Company as accrued.


 


50

















 


Section 4.10.  Asset
Sales.  The Company shall not, and
shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale
unless (i) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the fair
market value, as determined in good faith by the Board of Directors of the
Company or such Restricted Subsidiary, of the assets or Equity Interests issued
or sold or otherwise disposed of and (ii) at least 75% of the consideration
therefor received by the Company or such Restricted Subsidiary is in the form
of cash or Cash Equivalents.  For
purposes of this Section 4.10 each of the following shall be deemed to be
cash: (a) any liabilities (as shown on the Company’s or such Restricted
Subsidiary’s most recent balance sheet) of the Company or any Restricted
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinate to the Notes) that are assumed by the transferee of any such
assets that releases the Company or such Restricted Subsidiary from further
liability or, in the case of the sale of Capital Stock, that are assumed by the
transferee by operation of law and (b) any securities, notes or other
obligations received by the Company or such Restricted Subsidiary from such
transferee that are promptly (subject to ordinary settlement periods) converted
by the Company or such Restricted Subsidiary into cash (to the extent of the
cash received in that conversion).


 


Notwithstanding
the immediately preceding paragraph, the Company and its Restricted
Subsidiaries shall be permitted to consummate an Asset Sale without complying
with such paragraph if (1) the Company or the applicable Restricted Subsidiary,
as the case may be, receives consideration at the time of that Asset Sale at
least equal to the fair market value of the assets or other property sold,
issued or otherwise disposed of (as determined in good faith by the Board of
Directors of the Company or the applicable Restricted Subsidiary) and (2) at
least 75% of the consideration of that Asset Sale constitutes assets or other
property of a kind usable by the Company or its Restricted Subsidiaries in the
business of the Company and its Restricted Subsidiaries as conducted by the
Company and its Restricted Subsidiaries on the date of this Indenture; provided
that any consideration not constituting assets or property of a kind usable by
the Company and its Restricted Subsidiaries in the business conducted by them
on the date of this Indenture and received by the Company or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph will constitute Net Proceeds subject to the
provisions of the two succeeding paragraphs.


 


Within 365
days after the receipt of any Net Proceeds from an Asset Sale, the Company or
the applicable Restricted Subsidiary may apply such Net Proceeds (i) to repay
Senior Debt and, if Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto, (ii) to acquire all or
substantially all of the assets of, or a majority of the Voting Stock of,
another Person (or business unit or division of such Person); provided
that the primary business of such Person (or unit or division) is a Permitted
Business, (iii) to fund obligations of the Company or any Restricted Subsidiary
under the Partnership Parks Agreements or the Subordinated Indemnity Agreement,
(iv) to acquire Capital Stock of a Restricted Subsidiary of the Company held by
Persons other than the Company or any Restricted Subsidiary, (v) to make a
capital expenditure, (vi) to acquire other long-term assets that are used or
useful in a Permitted Business or (vii) to commit to undertake any of the
actions specified in clauses (ii), (iii), (iv), (v) or (vi) above, provided
that such action is consummated within 90 days from the end of such 365-day
period.  Pending the final application
of any such Net Proceeds,


 


51

















 


the Company or
such Restricted Subsidiary may temporarily reduce revolving credit borrowings
or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture.


 


Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph will constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $20.0 million, the Company will be required
to make an offer to all Holders and all holders of other Indebtedness of the
Company that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redemptions with the proceeds of sales of
assets (an “Asset Sale Offer”) to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness
of the Company that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will
be equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Additional Interest, if any, thereon, to the date of repurchase and
will be payable in cash.  If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture.  If the aggregate principal
amount of Notes and such other Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other Indebtedness to be purchased on a pro rata basis.  Upon completion of such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.


 


The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant
to an Asset Sale Offer.


 


To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this covenant by virtue thereof.


 


Section 4.11.  Transactions
with Affiliates.  The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
“Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms
that are no less favorable to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the
Company or such Restricted Subsidiary with an unrelated Person and (ii) the
Company delivers to the Trustee (a) with respect to any Affiliate Transaction
or series of related Affiliate Transactions involving aggregate consideration
in excess of $10.0 million, a certificate from the Chief Financial Officer
certifying that such Affiliate Transaction complies with clause (i) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $25.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.  Notwithstanding the
foregoing, the following items shall not be deemed to be Affiliate
Transactions: (i) any employment agreement entered into by the Company or any
of its


 


52

















 


Restricted
Subsidiaries in the ordinary course of business, or any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment or indemnification arrangements, stock
options and stock ownership plans approved by the Board of Directors, or the
grant of stock options or similar rights to employees and directors of the
Company pursuant to plans approved by the Board of Directors, (ii) transactions
between or among the Company and/or its Restricted Subsidiaries, (iii) payment
of reasonable directors fees to Persons who are not otherwise employees of the
Company or its Restricted Subsidiaries, (iv) loans or advances to employees in
the ordinary course of business, (v) Restricted Payments that are permitted by
Section 4.07 hereof, (vi) transactions pursuant to or contemplated by, and
in accordance with, the terms of the Subordinated Indemnity Agreement, (vii)
transactions pursuant to or contemplated by and payments in connection with,
and, in each case, in accordance with, the terms of the Partnership Parks
Agreements and (viii) transactions pursuant to or contemplated by, and in
accordance with, the Marine World Agreements.


 


Section 4.12.  Liens.  The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly create, incur,
assume or suffer to exist any Lien securing trade payables, Attributable Debt
or Indebtedness on any asset now owned or hereafter acquired, except Permitted
Liens, unless (i) in the case of Liens securing Indebtedness that is expressly
subordinate or junior in right of payment to the Notes, the Notes are secured
by a Lien on that property or those assets or proceeds that is senior in priority
to those Liens, with the same relative priority as that subordinate or junior
Indebtedness will have with respect to the Notes and (ii) in all other cases,
the Notes are secured by such Lien on an equal and ratable basis.


 


Section 4.13.  Line
of Business.  The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent that the
activity would not be material to the Company and its Restricted Subsidiaries
taken as a whole.


 


Section 4.14.  Corporate
Existence.  Subject to
Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as
the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.


 


Section 4.15.  Offer
to Repurchase Upon Change of Control. 
(a)  Upon the occurrence of a Change of Control, the Company
shall make an offer (a “Change of Control Offer”) to each Holder of Notes to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder’s Notes at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, thereon, if any, to the date of purchase (the “Change of
Control Payment”).  Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
stating: (1) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes


 


53

















 


tendered will
be accepted for payment; (2) the purchase price and the purchase date, which
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”); (3) that any Note not
tendered will continue to accrue interest; (4) that, unless the Company
defaults in the payment of the Change of Control Payment, all Notes accepted
for payment pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Payment Date; (5) that Holders electing to
have any Notes purchased pursuant to a Change of Control Offer will be required
to surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders
will be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Notes purchased; and (7) that Holders whose Notes are
being purchased only in part will be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple
thereof.  The Company will comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes as a result of a Change
of Control.


 


(b)  On the Change of Control Payment Date, the Company will,
to the extent lawful, (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officers’ Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company.  The Paying
Agent will promptly mail to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if
any; provided that each such new Note will be in a principal amount of
$1,000 or an integral multiple thereof. 
The Company will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.


 


If the Change
of Control Payment Date is on or after an interest record date and on or before
the related Interest Payment Date, any accrued and unpaid interest will be paid
to the Person in whose name a Note is registered at the close of business on
such record date, and no additional interest will be payable to holders who
tender in the Change of Control Offer.


 


The Company
shall fix the Change of Control Payment Date no earlier than 30 days and no
later than 60 days after the Change of Control Offer is mailed as set forth
above.  Prior to complying with the
provisions of the preceding sentence, but in any event within 90 days following
a Change of Control, the Company shall either repay all of its and its
Subsidiaries’ outstanding Indebtedness or obtain the requisite consents, if
any, under all agreements governing


 


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all such
outstanding Indebtedness to the extent necessary to permit the repurchase of
Notes required by this Section 4.15.


 


Notwithstanding
the foregoing, the Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15 and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.


 


To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this Section 4.15, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15, by virtue thereof.


 


Section 4.16.  Limitation
on Sale and Leaseback Transactions. 
The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided
that the Company or a Restricted Subsidiary of the Company may enter into a
sale and leaseback transaction if (i) the Company could have (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such sale
and leaseback transaction pursuant to the Debt to Cash Flow Ratio test set
forth in the first paragraph of Section 4.09 hereof or pursuant to clause
(vi) of the third paragraph of Section 4.09 hereof and (b) incurred a Lien
to secure such Indebtedness pursuant to Section 4.12 hereof, (ii) the
gross cash proceeds of such sale and leaseback transaction are at least equal
to the fair market value (as determined in good faith by the Board of Directors
and set forth in an Officers’ Certificate delivered to the Trustee) of the
property that is the subject of such sale and leaseback transaction and (iii)
the transfer of assets in such sale and leaseback transaction is permitted by,
and the Company or such Restricted Subsidiary applies the proceeds of such
transaction in compliance with, Section 4.10 hereof.


 


Section 4.17.  Payments
for Consent.  The Company shall not,
and shall not permit any of its Subsidiaries to, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder of any Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Indenture or the
Notes unless such consideration is offered to be paid or is paid to all Holders
of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.


 


Section 4.18.  Limitation
on Leases.  The Company shall not,
directly or indirectly, lease all or substantially all of its assets to any
Person.


 


ARTICLE V

SUCCESSORS


 


Section 5.01.  Merger,
Consolidation, or Sale of Assets. 
The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another corporation, Person or entity
unless (i) either (a) the Company is the surviving corporation or (b) the
entity or the Person formed by or


 


55

















 


surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia; (ii) the entity or Person formed by
or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture
in form reasonably satisfactory to the Trustee, as well as under the
Registration Rights Agreement and the Exchange Notes; (iii) immediately after
such transaction no Default or Event of Default exists; and (iv) except in the
case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary
of the Company, the Company or the entity or Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have
been made will, immediately after such transaction and after giving pro forma
effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, either (a) be permitted to incur at least $1.00
of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set
forth in the first paragraph of Section 4.09 hereof or (b) have a Debt to
Cash Flow Ratio that equals or exceeds the Debt to Cash Flow Ratio immediately
prior to such transaction.


 


Section 5.02.  Successor
Corporation Substituted.  Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the assets of the Company
in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however,
that the predecessor Company shall not be relieved from the obligation to pay
the principal of and interest on the Notes except in the case of a sale of all
of the Company’s assets that meets the requirements of Section 5.01
hereof.


 


ARTICLE VI

DEFAULTS AND REMEDIES


 


Section 6.01.  Events
of Default.  An “Event of Default”
occurs if:


 


(a)  the Company defaults in the payment when due of interest
on, or Additional Interest with respect to, the Notes and such default
continues for a period of 30 days;


 


(b)  the Company defaults in the payment when due of
principal of or premium, if any, on the Notes when the same becomes due and
payable at maturity, upon redemption (including in connection with an offer to
purchase) or otherwise;


 


(c)  the Company fails to comply for (i) a period of 30 days
with any of the provisions of Section 4.10 or 4.15 hereof or (ii) 30 days
after notice to the Company by the


 


56

















 


Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class, with other provisions of Article 4 or Section 5.01 hereof;


 


(d)  the Company fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture or the
Notes for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding voting
as a single class;


 


(e)  the Company or any Restricted Subsidiary fails to pay
Indebtedness within any applicable grace period after final maturity or the
acceleration of any Indebtedness by the holders thereof because of a default
and the total amount of such Indebtedness unpaid or accelerated at any time
exceeds $20.0 million;


 


(f)  a final judgment or final judgments for the payment of
money are entered by a court or courts of competent jurisdiction against the
Company or any of its Restricted Subsidiaries and such judgment or judgments
are not paid, discharged or stayed for a period (during which execution shall
not be effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $20.0 million;


 


(g)  the Company or any Restricted Subsidiary that
constitutes a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary pursuant to
or within the meaning of Bankruptcy Law:


 


(i)   commences a voluntary case,


 


(ii)   consents to the entry of an order for relief against
it in an involuntary case,


 


(iii)   consents to the appointment of a Custodian of it or
for all or substantially all of its property,


 


(iv)   makes a general assignment for the benefit of its
creditors, or


 


(v)   generally is not paying its debts as they become due;
or


 


(h)  a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:


 


(i)   is for relief against the Company or any Restricted Subsidiary
that constitutes a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
in an involuntary case;


 


(ii)   appoints a Custodian of the Company or any Restricted
Subsidiary that constitutes a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
or for all or substantially all of the property of the Company or any
Restricted Subsidiary that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or


 


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(iii)   orders the liquidation of the Company or any
Restricted Subsidiary that constitutes a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary;


 


and the order
or decree remains unstayed and in effect for 60 consecutive days.


 


Section 6.02.  Acceleration.  If any Event of Default (other than an Event
of Default specified in clause (g) or (h) of Section 6.01 hereof with
respect to the Company, any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing,
either the Trustee or the Holders of at least 25% in principal amount of the
then outstanding Notes may declare all the Notes to be due and payable
immediately.  Upon any such declaration,
the Notes shall become due and payable immediately.  Notwithstanding the foregoing, if an Event of Default specified
in clause (g) or (h) of Section 6.01 hereof occurs with respect to the
Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary, all outstanding Notes shall become due and payable
without further action or notice.  The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.


 


If an Event of Default occurs on or after June 1,
2009 by reason of any willful action or inaction taken or not taken by or on
behalf of the Company with the intention of avoiding payment of the premium
that the Company would have had to pay if the Company then had elected to
redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration
of the Notes, an equivalent premium shall also become and be immediately due
and payable, to the extent permitted by law, anything in this Indenture or in
the Notes to the contrary notwithstanding. 
If an Event of Default occurs prior to June 1, 2009 by reason of
any willful action or inaction taken or not taken by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Notes prior to such date, then, upon acceleration of the Notes, the premium
specified for the twelve months commencing on such date pursuant to
Section 3.07 hereof shall also become and be immediately due and payable
to the extent permitted by law.


 


Section 6.03.  Other
Remedies.  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium and Additional Interest, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Notes or does
not produce any of them in the proceeding. 
A delay or omission by the Trustee or any Holder of a Note in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  All remedies are cumulative to
the extent permitted by law.


 


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Section 6.04.  Waiver
of Past Defaults.  Holders of not
less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes
waive any existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium and Additional Interest, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration).  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.


 


Section 6.05.  Control
by Majority.  Holders of a majority
in principal amount of the then outstanding Notes may direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture that the Trustee
determines may be unduly prejudicial to the rights of other Holders or that may
involve the Trustee in personal liability.


 


Section 6.06.  Limitation
on Suits.  A Holder of a Note may
pursue a remedy with respect to this Indenture or the Notes only if:


 


(a)  the Holder of a Note gives to the Trustee written notice
of a continuing Event of Default;


 


(b)  the Holders of at least 25% in principal amount of the
then outstanding Notes make a written request to the Trustee to pursue the
remedy;


 


(c)  such Holder of a Note or Holders offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;


 


(d)  the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the
provision of indemnity; and


 


(e)  during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.


 


A Holder of a
Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.


 


Section 6.07.  Rights
of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due
dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.


 


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Section 6.08.  Collection
Suit by Trustee.  If an Event of
Default specified in Section 6.01(a) or (b) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium on and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09.  Trustee
May File Proofs of Claim.  The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of the
Notes allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled
and empowered to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
to it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 hereof.  To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be
secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. 
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 6.10.  Priorities.  If the Trustee collects any money pursuant
to this Article, it shall pay out the money in the following order:


 


First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


 


Second: to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and


 


Third: to the
Company or to such party as a court of competent jurisdiction shall direct in
writing.


 


60

















 


The Trustee
may fix a record date and payment date for any payment to Holders pursuant to
this Section 6.10.


 


Section 6.11.  Undertaking
for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit
by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.


 


ARTICLE VII

TRUSTEE


 


Section 7.01.  Duties
of Trustee.


 


(a)  If
an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in its exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


 


(b)  Except during the continuance of an Event of Default:


 


(i)   the duties of the Trustee shall be determined solely by
the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and


 


(ii)   in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.  However,
the Trustee shall examine the certificates and opinions which by any provision
hereof are specifically required to be furnished to the Trustee to determine
whether or not they substantially conform to the requirements of this Indenture
but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein.


 


(c)  The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(i)   this paragraph does not limit the effect of paragraph
(b) of this Section;


 


(ii)   the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 


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(iii)   the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.


 


(d)  Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), and (c) of this Section.


 


(e)  No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.


 


(f)  The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.  Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.


 


Section 7.02.  Rights
of Trustee.  (a)  The Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person.  The Trustee need not investigate any fact
or matter stated in such document.


 


(b)  Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on such Officers’
Certificate or Opinion of Counsel.  The Trustee may consult with counsel
of its selection and the advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(c)  The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.


 


(d)  The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(e)  Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.


 


(f)  The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.


 


(g)  The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice,


 


62

















 


request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.


 


(h)  The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture.


 


(i)  The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and to each agent, custodian and other Person employed to act hereunder.


 


(j)  The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specific actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificates.


 


Section 7.03.  Individual
Rights of Trustee.  The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Company or any Affiliate of the Company with the same rights it would have
if it were not Trustee.  However, in the event that the Trustee acquires
any conflicting interest it must eliminate such conflict within 90 days, apply
to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights
and duties.  The Trustee is also subject
to Sections 7.10 and 7.11 hereof.


 


Section 7.04.  Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the
Notes, it shall not be accountable for the Company’s use of the proceeds from
the Notes or any money paid to the Company or upon the Company’s direction
under any provision of this Indenture, it shall not be responsible for the use
or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.


 


Section 7.05.  Notice
of Defaults.  If a Default or Event of Default occurs and is
continuing and if it is actually known to a Responsible Officer of the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default
within 90 days after it occurs.  Except in the case of a Default or Event
of Default in payment of principal of, premium on, or Additional Interest, if
any, or interest on any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


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Section 7.06.  Reports
by Trustee to Holders of the Notes.  Within 60 days after each
May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a)
has occurred within the twelve months preceding the reporting date, no report
need be transmitted).  The Trustee also shall comply with TIA
§ 313(b)(2).  The Trustee shall
also transmit by mail all reports as required by TIA § 313(c).


 


A copy of each
report at the time of its mailing to the Holders shall be mailed to the Company
and filed with the SEC and each stock exchange on which the Notes are listed,
if any, in accordance with TIA § 313(d).  The Company shall promptly
notify the Trustee if the Notes are listed on any stock exchange or delisted
therefrom.


 


Section 7.07.  Compensation
and Indemnity.  The Company shall pay to the Trustee from time to
time such compensation as the Company and the Trustee shall from time to time
agree in writing for its acceptance of this Indenture and services hereunder. 
The Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services.  Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee’s agents and counsel.


 


The Company
shall indemnify each of the Trustee or any predecessor Trustee and their agents
for, and hold them harmless against any and all losses, liabilities, damages,
claims or expenses including reasonable attorneys’ fees and expenses and taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense shall have been caused by its
own negligence or bad faith.  The
Trustee shall notify the Company promptly of any claim of which a Responsible
Officer receives written notice for which it may seek indemnity.  Failure
by the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder.  The Company
shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.


 


The
obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.


 


To secure the
Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal and interest on particular
Notes.  Such Lien shall survive the
satisfaction and discharge of this Indenture.


 


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When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(g) or (h) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel)
are intended to constitute expenses of administration under any Bankruptcy Law.


 


The Trustee
shall comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Section 7.08.  Replacement
of Trustee.  A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section.


 


The Trustee
may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. 
The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Company in
writing.  The Company may remove the
Trustee if:


 


(a)  the Trustee fails to comply with Section 7.10
hereof;


 


(b)  the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(c)  a Custodian or public officer takes charge of the
Trustee or its property; or


 


(d)  the Trustee becomes incapable of acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any reason,
the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.


 


If a successor
Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee (at the expense of the Company), the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


If the
Trustee, after written request by any Holder of a Note who has been a Holder of
a Note for at least six months, fails to comply with Section 7.10, such
Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders of the Notes.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
provided all sums owing to the Trustee hereunder have


 


65

















 


been paid and
subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under
Section 7.07 hereof shall continue for the benefit of the retiring
Trustee.


 


Section 7.09.  Successor
Trustee by Merger, etc.  If the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee.


 


Section 7.10.  Eligibility;
Disqualification.  There shall at all times be a Trustee
hereunder that is a corporation organized and doing business under the laws of
the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital
and surplus of at least $100 million as set forth in its most recent published
annual report of condition.


 


This Indenture
shall always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA
§ 310(b).


 


Section 7.11.  Preferential
Collection of Claims Against Company.  The Trustee is subject to
TIA § 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.  Option
to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at the option of its Board
of Directors evidenced by a resolution set forth in an Officers’ Certificate,
at any time, elect to have either Section 8.02 or 8.03 hereof be applied
to all outstanding Notes upon compliance with the conditions set forth below in
this Article Eight.


 


Section 8.02.  Legal
Defeasance and Discharge.  Upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”).  For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to
in (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive solely from the trust fund described in Section 8.04
hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, Additional Interest, if any, and interest on
such Notes when such payments are due, (b) the Company’s obligations with
respect to such Notes under Article 2 and Section 4.02


 


66

















 


hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company’s obligations in connection therewith and (d) this
Article Eight.  Subject to
compliance with this Article Eight, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.


 


Section 8.03.  Covenant
Defeasance.  Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in
Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the
Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected
thereby.  In addition, upon the
Company’s exercise under Section 8.01 hereof of the option applicable to
this Section 8.03 hereof, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(d) through 6.01(f) hereof
shall not constitute Events of Default.


 


Section 8.04.  Conditions
to Legal or Covenant Defeasance. 
The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:


 


In order to
exercise either Legal Defeasance or Covenant Defeasance:


 


(a)  the Company must irrevocably deposit with the Trustee,
in trust, for the benefit of the Holders, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts
as will be sufficient, in the opinion of a firm of independent public
accountants, to pay the principal of, premium, if any, Additional Interest, if
any, and interest on the outstanding Notes on the Stated Maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;


 


(b)  in the case of an election under Section 8.02
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States confirming that (A) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling or (B) since
the date of this Indenture, there has been a change in the applicable federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal 


 


67

















 


income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(c)  in the case of an election under Section 8.03
hereof, the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States confirming that the Holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a result
of such Covenant Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred;


 


(d)  no Default or Event of Default shall have occurred and
be continuing, either (x) on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit); or (y) insofar as Sections 6.01(g) or 6.01(h) hereof is concerned, at
any time in the period ending on the 91st day after the date of deposit;


 


(e)  such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any
of its Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;


 


(f)  the Company shall have delivered to the Trustee an
Opinion of Counsel (which may be subject to customary exceptions) to the effect
that after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally;


 


(g)  the Company shall have delivered to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders over the other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company or others; and


 


(h)  the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.


 


Section 8.05.  Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.  Subject to
Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium on , if any, Additional
Interest, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest
received in respect thereof other than


 


68

















 


any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.


 


Anything in
this Article Eight to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the written request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.


 


Section 8.06.  Repayment
to Company.  Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, premium on, if any, Additional Interest, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest or Additional Interest, if any, has
become due and payable shall be paid to the Company on its written request or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter, as an unsecured creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times
and The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


Section 8.07.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium on, if any, Additional Interest, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.


 


ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.  Without
Consent of Holders.  Notwithstanding Section 9.02 of this
Indenture, the Company and the Trustee may amend or supplement this Indenture
or the Notes without the consent of any Holder of a Note:


 


(a)  to cure any ambiguity, defect or inconsistency;


 


69

















 


(b)  to provide for uncertificated Notes in addition to or in
place of certificated Notes;


 


(c)  to provide for the assumption of the Company’s obligations
to the Holders of the Notes by a successor to the Company pursuant to
Article 5 hereof;


 


(d)  to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights hereunder of any Holder of the Note; or


 


(e)  to comply with requirements of the SEC in order to
effect or maintain the qualification of this Indenture under the TIA.


 


Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of any amended
or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that adversely affects its own rights,
duties or immunities under this Indenture or otherwise.


 


Section 9.02.  With
Consent of Holders.


 


Except as
provided below in this Section 9.02, the Company and the Trustee may amend
or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof)
and the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding voting as
a single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, Additional Interest, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). 
Section 2.10 hereof shall determine which Notes are considered to
be “outstanding” for purposes of this Section 9.02.


 


Upon the
request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 7.02 hereof, the Trustee shall join with
the Company in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture directly adversely affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.


 


70

















 


It shall not
be necessary for the consent of the Holders under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


After an
amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such amended or supplemental Indenture or
waiver.  Subject to Sections 6.04 and
6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes.  However, without the consent of each Holder affected, an amendment
or waiver under this Section 9.02 may not (with respect to any Notes held
by a non-consenting Holder):


 


(a)  reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver;


 


(b)  reduce the principal of or change the fixed maturity of
any Note or alter any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.09, 4.10 and 4.15
hereof;


 


(c)  reduce the rate of or change the time for payment of
interest on any Note;


 


(d)  waive a Default or Event of Default in the payment of
principal of or premium, if any, Additional Interest, if any, or interest on
the Notes (except a rescission of acceleration of the Notes by the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);


 


(e)  make any Note payable in money other than that stated in
the Notes;


 


(f)  make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders to receive
payments of principal of or premium, if any, Additional Interest, if any, or
interest on the Notes;


 


(g)  waive a redemption payment with respect to any Note
(other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); or


 


(h)  make any change in Section 6.04 or 6.07 hereof or
in the foregoing amendment and waiver provisions.


 


Section 9.03.  Compliance
with Trust Indenture Act.  Every
amendment or supplement to this Indenture or the Notes shall be set forth in a
amended or supplemental Indenture that complies with the TIA as then in effect.


 


Section 9.04.  Revocation
and Effect of Consents.  Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing


 


71

















 


consent by the
Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any Note. 
However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05.  Notation
on or Exchange of Notes.  The Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated.  The Company in exchange for all Notes may issue and the
Trustee shall, upon receipt of an Authentication Order, authenticate new Notes
that reflect the amendment, supplement or waiver.


 


Failure to
make the appropriate notation or issue a new Note shall not affect the validity
and effect of such amendment, supplement or waiver.


 


Section 9.06.  Trustee
to Sign Amendments, etc.   The Trustee shall sign any amended or
supplemental Indenture authorized pursuant to this Article Nine if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee.  The Company may not sign an
amendment or supplemental Indenture until the Board of Directors approves
it.  In executing any amended or
supplemental indenture, the Trustee shall be provided with and (subject to
Section 7.01 hereof) shall be fully protected in relying upon, in addition
to the documents required by Section 11.04 hereof, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture.


 


ARTICLE X

SATISFACTION AND DISCHARGE


 


Section 10.01.  Satisfaction
and Discharge


 


This Indenture will be discharged and will cease to be of further
effect, except as to surviving rights of registration of transfer or exchange
of the Notes, as to all Notes issued hereunder, when:


 


(a)  either:


 


(i)   all Notes that have been previously authenticated (except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for
whose payment money has previously been deposited in trust or segregated and
held in trust by the Company and is thereafter repaid to the Company or
discharged from the trust) have been delivered to the Trustee for cancellation;
or


 


(ii)   all Notes that have not been previously delivered to
the Trustee for cancellation (A) have become due and payable or (B) will become
due and payable at their maturity within one year or (C) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of a notice of redemption by the Trustee, and the Company has
irrevocably deposited or caused to be deposited with


 


72

















 


the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the Notes not
previously delivered to the Trustee for cancellation for principal, premium, if
any, and interest and Additional Interest, if any, on the Notes to the date of
deposit, in the case of Notes that have become due and payable, or to the
Stated Maturity or redemption date, as the case may be;


 


(b)  the Company has paid or caused to be paid all other sums
payable by it under this Indenture;


 


(c)  no Default or Event of Default has occurred and is
continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company is a
party or by which the Company is bound; and


 


(d)  the Company delivers to the Trustee an Officers’
Certificate and Opinion of Counsel stating that all conditions precedent under
this Indenture relating to the satisfaction and discharge of this Indenture
have been satisfied.


 


Section 10.02.  Deposited Cash and Government Securities.  Subject to Section 10.03 hereof, all cash
and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 10.02, the “Trustee”) pursuant to Section 10.01 hereof
in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest and Additional Interest, if any, but such cash
and securities need not be segregated from other funds except to the extent
required by law.


 


Section 10.03.  Repayment
to Company.  Any cash or non-callable Government Securities
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest or
Additional Interest, if any, on, any Note and remaining unclaimed for two years
after such principal, and premium, if any, or interest or Additional Interest,
if any, has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust; and the
Holder shall thereafter, as an unsecured creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such cash and securities, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such cash and
securities remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such cash and securities then remaining
will be repaid to the Company.


 


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Section 10.04.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Sections 10.01 and 10.02, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Sections 10.01 and 10.02 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Sections 10.01 and 10.02 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium on, if
any, or interest or Additional Interest, if any, on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.01.  Trust
Indenture Act Controls.  If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA § 318(c),
the imposed duties shall control.


 


Section 11.02.  Notices.  Any notice or communication by the Company
or the Trustee to the others is duly given if in writing (which may be via
facsimile) and delivered in Person or mailed by first class mail.


 


	
  If to the Company:

  	
   

  	
   

  
	
  Six Flags, Inc.

  	
   

  	
   

  
	
  122 East 42nd Street

  	
   

  	
   

  
	
  New York, New York
  10168

  	
   

  	
   

  
	
  Attention:  Chief Financial Officer

  	
   

  	
   

  
	
  Facsimile number:

  	
  (212) 949-6203

  
	
  Telephone number:

  	
  (212) 599-4690

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Weil, Gotshal &
  Manges LLP

  	
   

  	
   

  
	
  767 Fifth Avenue

  	
   

  	
   

  
	
  New York, New York  10153

  	
   

  	
   

  
	
  Attention:

  	
  David Lefkowitz, Esq.

  
	
  Facsimile number:

  	
  (212) 310-8007

  
	
   

  	
   

  	
   

  
	
  If to the Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Bank of New York

  	
   

  	
   

  
	
  101 Barclay Street- 8W

  	
   

  	
   

  
	
  New York, New York
  10286

  	
   

  	
   

  
	
  Attention:

  	
  Julie Salovitch-Miller

  
	
  Facsimile number: (212)
  815-5707

  	
   

  	
   

  
					



 


74

















 


The Company or
the Trustee, by notice to the others may designate additional or different
addresses for subsequent notices or communications.


 


All notices
and communications (other than those sent to Holders) shall be in writing and
shall be deemed to have been duly given when received.


 


Any notice or
communication to a Holder shall be mailed by first class mail to its address
shown on the register kept by the Registrar.  Any notice or communication
shall also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.


 


If the Company
mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.


 


Section 11.03.  Communication
by Holders with Other Holders.  Holders may communicate pursuant
to TIA § 312(b) with other Holders with respect to their rights under this
Indenture or the Notes.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA § 312(c).


 


Section 11.04.  Certificate
and Opinion as to Conditions Precedent.  Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


(a)  an Officers’ Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of the signers,
all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and


 


(b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.


 


Section 11.05.  Statements
Required in Certificate or Opinion. 
Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA
§ 314(e) and shall include:


 


(a)  a statement that the Person making such certificate or
opinion has read such covenant or condition;


 


(b)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


 


(c)  a statement that, in the opinion of such Person, he or
she has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been satisfied; and


 


75

















 


(d)  a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied.


 


Section 11.06.  Rules
by Trustee and Agents.  The Trustee
may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make
reasonable rules and set reasonable requirements for its functions.


 


Section 11.07.  No
Personal Liability of Directors, Officers, Employees and Stockholders.  No
past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes.


 


Section 11.08.  Governing
Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 11.09.  No
Adverse Interpretation of Other Agreements.  This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.10.  Successors.  All agreements of the Company in this
Indenture and the Notes shall bind its successors.  All agreements of the
Trustee in this Indenture shall bind its successors.


 


Section 11.11.  Severability.  In
case any provision in this Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 11.12.  Counterpart
Originals.  The parties may sign any
number of copies of this Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


Section 11.13.  Table
of Contents, Headings, etc.  The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.


 


[Signatures on
following page]


 


76

















 


SIGNATURES


 


	
  Dated as of
  December 5, 2003

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX FLAGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James
  F. Dannhauser

  	
   

  
	
   

  	
   

  	
    Name:

  	
  James F. Dannhauser

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Julie
  Salovitch-Miller

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Julie Salovitch-Miller

  	
   

  
	
   

  	
   

  	
    Title:

  	
  Vice President

  	
   

  



 


77

















 


EXHIBIT A


 


CUSIP


 


[Face of Note]


 


95/8%
Senior Notes due 2014


 


Principal Amount $


 


SIX FLAGS,
INC.


 


promises to
pay to CEDE & CO., or registered assigns, the principal sum
of                    DOLLARS
($                    )
on June 1, 2014.


 


Interest
Payment Dates:  June 1 and
December 1, commencing
                       ,
20    


 


Record
Dates:  May 15 and November 15


 


	
   

  	
  Dated:  December 5, 2003

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


This is one of
the Global Notes referred

to in the within-mentioned Indenture:


 


	
  THE BANK OF
  NEW YORK,

  
	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized Signatory

  



 


1

















 


[Back of Note]


 


95/8%
Senior Notes due 2014


 


[Insert the Global Note Legend, if applicable, pursuant to the
provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable, pursuant to the
provisions of the Indenture]


 


95/8%
Senior Notes due 2014


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


 


1.   Interest.  Six Flags, Inc., a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Note at 95/8%
per annum from
                   ,
20     until maturity and shall pay the Additional
Interest, if any, payable pursuant to Section 5 of the Registration Rights
Agreement.  The Company will pay
interest and Additional Interest, if any, semi-annually on June 1 and
December 1 of each such year, or if any such day is not a business day, on
the next succeeding business day (each an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be
the first of June 1 or December 1 to occur after the date of
issuance, unless such June 1 or December 1 occurs within one calendar
month of such date of issuance, in which case the first Interest Payment Date
shall be the second of June 1 or December 1 to occur after the date
of issuance.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and Additional
Interest, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.


 


2.   Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons in
whose name(s) this Note (or one or more Predecessor Notes) is registered at the
close of business on the May 15 or November 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in
Section 2.14 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, Additional Interest, if any, and interest at the office or
agency of the Company maintained for such purpose within or without The City
and State of New York, or, at the option of the Company, payment of interest
and Additional Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; and provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and Additional Interest, if any, and
premium on, the Global Note and all other Notes the


 


2

















 


Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent on or prior to the applicable
record date.  Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


3.   Paying Agent and Registrar.  Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The
Company or any of its Subsidiaries may act in any such capacity.


 


4.   Indenture.  The Company issued the Notes under an Indenture, dated as of
December 5, 2003 (the “Indenture”), between the Company and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are obligations of the Company
initially in the aggregate principal amount of $325,000,000.  Subject to compliance with Section 2.01
of the Indenture, the Company is permitted to issue Additional Notes under the
Indenture in an unlimited principal amount. 
Any such Additional Notes that are actually issued will be treated as
issued and outstanding Notes (and as the same class as the initial Notes) for
all purposes of the Indenture, unless the context clearly indicated otherwise.


 


5.   Optional Redemption.  (a) 
Except as set forth in subparagraph (b) of this Paragraph 5, the Company
shall not have the option to redeem the Notes prior to June 1, 2009.  On or after June 1, 2009, the Company
shall have the option to redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on June 1 of
the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2009

  	
   

  	
  104.813

  	
  %

  
	
  2010

  	
   

  	
  103.208

  	
  %

  
	
  2011

  	
   

  	
  101.604

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)   Notwithstanding the provisions of
subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2007,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes (which includes Additional Notes, if any) originally
issued under the Indenture at a redemption price of 109.625% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, to the redemption date with the net cash proceeds of one or more Public
Equity Offerings and/or the net cash proceeds of a Strategic Equity Investment;
provided that at least 65% of the aggregate principal amount of Notes
(which includes Additional Notes, if any) originally issued remains outstanding
immediately after the occurrence of each such redemption (excluding Notes held
by the Company and its Subsidiaries); and provided  further, that
any such redemption shall occur within


 


3

















 


60 days of the
date of the closing of each such Public Equity Offering and/or Strategic Equity
Investment.


 


6.   Mandatory Redemption.  Except as set forth in paragraph 7 below,
the Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.


 


7.   Repurchase at Option of Holder.  (a) 
If there is a Change of Control, the Company shall be required to make
an offer (a “Change of Control Offer”) to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest, if any, thereon, if any,
to the date of purchase (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.


 


(b)   If the Company or a Restricted Subsidiary
consummates any Asset Sales, when the aggregate amount of Excess Proceeds
exceeds $20.0 million, the Company shall commence an offer to all Holders (as
“Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase
the maximum principal amount of Notes and such other Indebtedness of the
Company that is pari passu with the Notes containing provisions similar to
those set forth in the Indenture with respect to offers to purchase or
redemptions with the proceeds of sales of assets, that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, thereon, if any, to the date fixed for the closing of such
offer, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes and other indebtedness tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Company (or such Subsidiary) may use such
deficiency for any purpose not otherwise prohibited by the Indenture.  If the aggregate amount of Notes and other
indebtedness surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis.  Holders that are the subject of
an offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Notes.


 


8.   Notice of Redemption.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption.


 


9.   Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes


 


4

















 


and fees required by law or permitted by the
Indenture.  The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part.  Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


 


10.   Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


11.   Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in principal amount of the then outstanding Notes voting as
a single class, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes voting as
a single class.  Without the consent of
any Holder of a Note, the Indenture or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company’s obligations to Holders of the Notes in case of a
merger or consolidation or sale of all or substantially all of the Company’s
assets, to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder, to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.


 


12.   Defaults and Remedies.  Events of Default include: (i) default for
30 days in the payment when due of interest on, or Additional Interest with
respect to, the Notes; (ii) default in payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable, upon
redemption (including in connection with an offer to purchase) or otherwise,
(iii) failure by the Company to comply for (A) a period of 30 days with any of
the provisions of Section 4.10 or 4.15 of the Indenture or (B) 30 days
after notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class with any other provisions of Article 4 or Section 5.01 of the
Indenture (in each case, other than a failure to purchase Notes); (iv) failure
by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in principal amount of the Notes then outstanding
voting as a single class to comply with certain other agreements in the
Indenture or the Notes; (v) failure to pay Indebtedness within any applicable
grace period after final maturity or the acceleration of such Indebtedness
because of a default where the total amount of such Indebtedness unpaid or
accelerated at any time exceed $20.0 million; (vi) certain final judgments for
the payment of money that remain undischarged for a period of 60 days provided
that the aggregate of all such undischarged judgments exceeds $20.0 million and
(vii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Restricted Subsidiaries.  If
any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. 
Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes
will become due and payable without further action or notice.  Holders may not enforce the


 


5

















 


Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. 
The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. 
The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Additional Interest on or the principal
of, the Notes.  The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


 


13.   Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


14.   No Recourse Against Others.  A director, officer, employee, incorporator
or stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


15.   Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


16.   Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
NET (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


17.   CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.


 


The Company
will furnish to any Holder upon written request and without charge a copy of
the Indenture.  Requests may be made to:


 


	
  Six Flags, Inc.

  
	
  122 East 42nd Street

  
	
  49th Floor

  
	
  New York, New York  10168

  
	
  Attention:  General Counsel

  



 


6

















 


ASSIGNMENT FORM


 


To assign this
Note, fill in the form below: (I) or (we) assign and transfer this Note to


 


 


(Insert
assignee’s soc. or tax I.D. no.)


 


 


 


 


(Print or type
assignee’s name, address and zip code)


 


and irrevocably
appoint                                                                                                                       to
transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the face of this

  Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee.

  	
   

  
	
   

  	
   

  
	
  (Participant
  in a Recognized Signature

  Guarantee Medallion Program)

  	
   

  



 


7

















 


OPTION OF
HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Note purchased by the Company pursuant to Section 4.10
or 4.15 of the Indenture, check the box below:


 


	
   o
  Section 4.10

  	
   

  	
  o
  Section 4.15

  



 


If you want to
elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

$              


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the face of this

  Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee.

  	
   

  
	
   

  	
   

  
	
  (Participant
  in a Recognized Signature

  Guarantee Medallion Program)

  	
   

  



 


8

















 


SCHEDULE OF
EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)


 


The following
exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of
  increase

  in Principal Amount

  of this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature
  of

  authorized officer

  of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












(1) Insert
this table only in a Global Note.


 


9

















 


EXHIBIT B


 


FORM OF
CERTIFICATE OF TRANSFER


 


Six Flags,
Inc.

122 East 42nd Street

49th Floor

New York, New York  10168


 


[Registrar
address block]


 


Re:  95/8% Senior Notes Due
2014


 


Reference is
hereby made to the Indenture, dated as of December 5, 2003 (the “Indenture”),
between Six Flags, Inc., as issuer (the “Company”), and The Bank of New
York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


                          ,
(the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of
$                         
in such Note[s] or interests (the “Transfer”), to
                        
(the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the
Transferor hereby certifies that:


 


1.   o  CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
RULE 144A.  The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the “Securities Act”), and accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is
a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States.  Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.


 


2.   o   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
PURSUANT TO REGULATION S.  The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and
(x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated


 


B-1

















 


offshore securities market and neither such Transferor nor any Person acting
on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note, the Temporary Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.


 


3.   o  Check if Transferee will take delivery of a
beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)   o  CHECK IF TRANSFER IS PURSUANT TO RULE 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(b)   o  CHECK IF TRANSFER IS PURSUANT TO REGULATION
S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


 


(c)   o  CHECK IF TRANSFER IS PURSUANT TO OTHER
EXEMPTION.  (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.


 


B-2

















 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 
             ,
        

  	
   

  
					



 


B-3

















 


ANNEX A TO
CERTIFICATE OF TRANSFER


 


4.   The Transferor owns and
proposes to transfer the following:


 


[CHECK ONE OF
(a) OR (b)]


 


(a)          o                                    a
beneficial interest in the :


 


(i)                                     o  144A Global Note (CUSIP
                ),
or


 


(ii)                                  o  Regulation S Global Note (CUSIP
                ),
or


 


(b)         o                                    a
Restricted Definitive Note.


 


5.    After the Transfer the
Transferee will hold:


 


[CHECK ONE]


 


(a)          o                                    a
beneficial interest in the:


 


(i)                                     o  144A Global Note (CUSIP
                ),
or


 


(ii)                                  o  Regulation S Global Note (CUSIP
                ),
or


 


(iii)                               o  Unrestricted Global Note (CUSIP
                );
or


 


(b)         o                                    a
Restricted Definitive Note; or


 


(c)          o                                    an
Unrestricted Definitive Note,


 


in accordance
with the terms of the Indenture.


 


B-4

















 


EXHIBIT C


 


FORM OF
CERTIFICATE OF EXCHANGE


 


Six Flags,
Inc.

122 East 42nd Street

49th Floor

New York, New York  10168


 


[Registrar
address block]*


 


	
  Re:

  	
  95/8%
  Senior Notes due 2014

  



 


 


(CUSIP                  )


 


Reference is
hereby made to the Indenture, dated as of December 5, 2003 (the “Indenture”),
between Six Flags, Inc., as issuer (the “Company”), and The Bank of New
York, as trustee.  Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.


 


                             ,
(the “Owner”) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified herein, in the principal amount of
$                             
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:


 


1.   EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR
UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL
NOTE


 


(d)   o  CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED
GLOBAL NOTE.  In connection with the
Exchange of the Owner’s beneficial interest in a Restricted Global Note for a
beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any
state of the United States.


 


(e)   o  CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in


 


C-1

















 


compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.


 


(f)   o  CHECK IF EXCHANGE IS FROM RESTRICTED
DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


(g)   o  CHECK IF EXCHANGE IS FROM RESTRICTED
DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


2.   EXCHANGE OF RESTRICTED
DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR
RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES


 


(h)   o  CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.


 


(i)   o  CHECK IF EXCHANGE IS FROM RESTRICTED
DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 144A
Global Note, Regulation S Global Note, with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer and (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities


 


C-2

















 


Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


 


This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name of
  Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 
              ,     

  	
   

  



 


C-3