Exhibit 4.2


 




 





REGISTRATION RIGHTS AGREEMENT


 


Dated as of December 5, 2003


 


Between


 


SIX FLAGS, INC.


 


and


 


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.

ALLEN & COMPANY LLC


 


as Initial Purchasers




 





 

















 


Table of
Contents


 


	
  1.

  	
   

  	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Securities Subject to This Agreement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Registered Exchange Offer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Shelf Registration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Additional Interest

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registration Procedures

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Registration Expenses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Indemnification and Contribution

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Rule 144A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Participation in Underwritten Registrations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Selection of Underwriters

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Miscellaneous

  	
   

  	
   

  



 

















 


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
December 5, 2003, by Six Flags, Inc., a Delaware corporation (the “Company”),
and 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 (collectively, the
“Initial Purchasers”).


 


This Agreement
is entered into in connection with the Purchase Agreement, dated as of December
2, 2003, between the Company and the Initial Purchasers (the “Purchase
Agreement”), which provides for the sale by the Company to the Initial
Purchasers of $325,000,000 aggregate principal amount of the Company’s 95/8%
Senior Notes due 2014 (the “Notes”). Capitalized terms used but not
specifically defined herein have the respective meanings ascribed thereto in
the Purchase Agreement.  As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and
in satisfaction of a condition to its obligations thereunder, the Company
agrees with the Initial Purchasers, for the benefit of the holders of the Notes
(including the Initial Purchasers) (the “Holders”), as follows:


 


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


 


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


 


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


 


Closing Date:  The date hereof.


 


Commission:  The
Securities and Exchange Commission.


 


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


 


Effectiveness Target Date:  As
defined in Section 5.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


Initial Purchasers:  As
defined in the preamble hereto.


 


NASD: 
National Association of Securities Dealers, Inc.


 


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


 


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


 


Registration Default:  As
defined in Section 5 hereof.


 


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


 


2

















 


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


 


Shelf Filing Deadline:  As
defined in Section 4 hereof.


 


Shelf Registration Statement:  As
defined in Section 4 hereof.


 


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


 


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


 


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


 


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


 


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


 


3.             Registered
Exchange Offer.  (a)  Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with) or one of the events set forth in Section
4(a)(ii) has occurred the Company shall (i) cause to be filed with the
Commission on or prior to 90 days after the Closing Date a Registration
Statement under the Securities Act relating to the Exchange Notes and the Exchange
Offer, (ii) use all commercially reasonable efforts to cause such Registration
Statement to become effective no later than on or prior to 180 days after the
Closing Date, (iii) in connection with the foregoing, file (A) all
pre-effective amendments to such Registration Statement as may be necessary in
order to cause such Registration Statement to become effective, (B) if
applicable, a post-effective amendment to such Registration Statement pursuant
to Rule 430A under the Securities Act and (C) cause all necessary filings in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) unless the Exchange Offer would
not be permitted by applicable law or Commission policy, the Company will
commence the Exchange Offer and use all commercially reasonable efforts to
issue on or prior to 30 business days, or longer if required by the federal
securities laws, after the


 


3

















 


date on which such Registration Statement was declared effective by the
Commission, Exchange Notes in exchange for all Transfer Restricted Securities
tendered prior thereto in the Exchange Offer. 
The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Transfer
Restricted Securities and to permit resales of Exchange Notes held by
Broker-Dealers as contemplated by Section 3(c) below.  The 90, 180 and 30 business day periods
referred to in (i), (ii) and (iii) of this Section 3(a) shall not include any
period during which the Company is pursuing a Commission ruling pursuant to
Section 6(a)(i) below.


 


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


 


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


 


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


 


4

















 


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


 


4.             Shelf Registration.


 


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


 


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


 


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


 


The Company
shall use all commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Notes by the Holders of Transfer Restricted
Securities entitled to the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the second anniversary of the Closing Date; provided, however, that the Company shall
in no event be obligated to keep such Shelf Registration Statement effective
for a period of more than 180 days from the date the Shelf Registration
Statement is


 


5

















 


declared effective by the Commission if the Shelf Registration
Statement is required to be filed solely to permit resales by a Broker-Dealer
that holds Notes acquired directly from the Company or one of its affiliates or
such shorter period that will terminate when all the Notes or Exchange Notes,
as applicable, cease to be Transfer Restricted Securities.


 


(b)           Provision by Holders
of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 business days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  No Holder
of Transfer Restricted Securities shall be entitled to Additional Interest
pursuant to Section 5 hereof unless and until such Holder shall have used its
best efforts to provide all such reasonably requested information.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


5.             Additional Interest


 


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


 


All
obligations of the Company set forth in the preceding paragraph that have
accrued and are outstanding with respect to any Transfer Restricted Security at
the time such


 


6

















 


security
ceases to be a Transfer Restricted Security shall survive until such time as
all such obligations with respect to such Transfer Restricted Security shall
have been satisfied in full.


 


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


 


6.             Registration Procedures.


 


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


 


(i)            If
in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, the Company hereby
agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company to Consummate an Exchange Offer for such
Notes.  The Company hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall
not be required to take commercially unreasonable action to effect a change of
Commission policy.  The Company hereby
agrees, however, to (A) participate in telephonic conferences with the
Commission, (B) deliver to the Commission staff an analysis prepared by counsel
to the Company setting forth the legal bases, if any, upon which such counsel
has concluded that such an Exchange Offer should be permitted and (C)
diligently pursue a resolution (which need not be favorable) by the Commission
staff of such submission.


 


(ii)           As
a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish,
upon the request of the Company, prior to the Consummation thereof, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be issued in the Exchange Offer and (C) it is acquiring the
Exchange Notes in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities
shall otherwise cooperate in the Company’s preparations for the Exchange
Offer.  Each Holder hereby acknowledges
and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of


 


7

















 


the securities
to be acquired in the Exchange Offer (1) could not under Commission policy as
in effect on the date of this Agreement rely on the position of the Commission
enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted in
the Commission’s letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters (including Brown & Wood LLP (available
February 7, 1997), and any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by
an effective registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K if the resales
are of Exchange Notes obtained by such Holder in exchange for Notes acquired by
such Holder directly from the Company.


 


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


 


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


 


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


 


(i)            use
all commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the


 


8

















 


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


 


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


 


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


 


9

















 


reasonable
efforts to obtain the withdrawal or lifting of such order at the earliest
possible time;


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


(2)           an opinion, dated the date of the effectiveness of the Shelf
Registration Statement, of counsel for the Company, covering such matters as
such parties may reasonably request, and in any event including a statement to
the effect that such counsel has participated in conferences with officers and
other representatives of the Company, representatives of the independent public
accountants for the Company, the Initial Purchasers’ representatives and the
Initial Purchasers’ counsel in connection with the preparation of such
Registration Statement and the


 


11

















 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until such Holder’s


 


14

















 


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


 


7.             Registration Expenses.


 


All expenses
incident to the Company’s performance of or compliance with this Agreement will
be borne by the Company, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing
fees and expenses (including filings made by any Initial Purchaser with the NASD
(and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing certificates for the Exchange Notes to be issued in the
Exchange Offer and printing of Prospectuses), and associated messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company; and (v) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special audit and
comfort letters required by or incident to such performance).


 


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


 


8.             Indemnification
and Contribution.


 


(a)           In connection with a
Shelf Registration Statement or in connection with any delivery of a Prospectus
contained in an Exchange Offer Registration Statement by any participating
Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange
Notes, the Company shall indemnify and hold harmless each Holder of Transfer
Restricted Securities included within any such Shelf Registration Statement and
each participating Broker-Dealer or Initial Purchaser selling Exchange Notes,
and each person, if any, who controls any such person within the meaning of
Section 15 of the Securities Act (each, a “Participant”) from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to purchases


 


15

















 


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


 


(b)           Each Participant,
severally and not jointly, shall indemnify and hold harmless the Company, its
directors, officers, employees or agents and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof, to which the Company or any such director, officer,
employees or agents or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary Prospectus,
Registration Statement or Prospectus or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of that Participant specifically for inclusion herein, and shall
reimburse the Company and any such director, officer, employees or agents or
controlling person for any legal or other expenses reasonably incurred by the
Company or any such director, officer, employees or agents or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred.  The foregoing indemnity
agreement is in addition to any


 


16

















 


liability which any Participant may otherwise
have to the Company or any such director, officer or controlling person.


 


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


 


(d)           If the indemnification
provided for in this Section 8 shall for any reason be unavailable to or
insufficient to hold harmless an indemnified party under Section 8(a) or 8(b)
in


 


17

















 


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


 


9.             Rule 144A.


 


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


 


10.           Participation in Underwritten Registrations.


 


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


 


18

















 


11.           Selection of
Underwriters.


 


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


 


12.           Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


(ii)           if
to the Company:


 


Six Flags, Inc.


122 East 42nd Street


 


19

















 


49th Floor


New York, NY 10168


Attention: 
General Counsel


Facsimile: 
212-949-6203


 


With a copy to:


 


Weil, Gotshal & Manges LLP


767 Fifth Avenue


New York, NY 10153


Attention: 
David Lefkowitz, Esq.


Facsimile: 
212-310-8007


 


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


 


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


 


(e)           Successors and
Assigns.  This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
to the extent such successor or assign acquired Transfer Restricted Securities
from such Holder.


 


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


 


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


 


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


 


(i)            Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable,


 


20

















 


the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


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


 


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


 


21

















 


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


 


 


	
   

  	
  SIX
  FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  F. Dannhauser

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
  Accepted as of the date thereof

  	
   

  
	
   

  	
   

  
	
  LEHMAN BROTHERS INC.

  	
   

  
	
  BEAR, STEARNS & CO. INC.

  	
   

  
	
  CITIGROUP GLOBAL MARKETS INC.

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
  BNY CAPITAL MARKETS, INC.

  	
   

  
	
  CREDIT LYONNAIS SECURITIES (USA) INC.

  	
   

  
	
  ALLEN & COMPANY LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ illegible

  	
   

  	
   

  
	
   

  	
  Authorized Representative