Exhibit
10.1


 


EXECUTION
COPY


 


OPTIONAL INCREASE
AMENDMENT


 


OPTIONAL INCREASE
AMENDMENT, dated as of January 14, 2004 (this “Amendment”), to the
Amended and Restated Credit Agreement, dated as of July 8, 2002, as
amended, supplemented or otherwise modified from time to time (the “Credit
Agreement”), among SIX FLAGS, INC., a Delaware corporation (“Parent”),
SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX
FLAGS THEME PARKS INC., a Delaware corporation (the “Primary Borrower”),
the Foreign Subsidiary Borrowers from time to time parties to the Credit
Agreement, the several banks and other financial institutions or entities from
time to time parties to the Credit Agreement, THE BANK OF NEW YORK and BANK OF
AMERICA, N.A., as Syndication Agents, CREDIT LYONNAIS, NEW YORK BRANCH, as
Documentation Agent, and LEHMAN COMMERCIAL PAPER INC., as administrative agent
(in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


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


 


WHEREAS, the Primary
Borrower has delivered an optional increase request, dated as of
December 15, 2003 (the “Optional Increase Request”) to the
Administrative Agent and the Lenders pursuant to Section 6.18 of the
Credit Agreement;


 


WHEREAS, pursuant to such
Optional Increase Request, the Primary Borrower has indicated its desire to
increase the Tranche B Term Loan Facility by the making of additional Tranche B
Term Loans (the “Incremental Tranche B Term Loans”) in an aggregate
principal amount of $130,000,000;


 


WHEREAS, the Optional
Term Loan Lenders parties hereto are willing to provide Incremental Tranche B
Term Loans, on and subject to the terms and conditions set forth herein; and


 


WHEREAS, the Incremental
Tranche B Term Loans comprise a portion of the Optional Term Loans contemplated
by Section 6.18 of the Credit Agreement;


 


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


 


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


 

















 


SECTION 2.                                AMENDMENTS
TO THE CREDIT AGREEMENT. Amendments to Section 1.1 of the Credit
Agreement. Section 1.1 of the Credit Agreement is hereby amended
by inserting the following new definitions in the appropriate alphabetical order:


 


“Incremental
Tranche B Effective Date”:  the date
on which each of the conditions precedent specified in the Optional Increase
Amendment dated as of January 14, 2003 to this Agreement shall have been
satisfied, which date shall be no later than January 23, 2003.


 


“Incremental
Tranche B Term Loans”:  the Tranche
B Term Loans contemplated by Section 6.18 of this Agreement made on the
Incremental Tranche B Effective Date pursuant to Section 2.1(b) of this
Agreement.


 


(b)                                 Section 1.1
of the Credit Agreement is hereby amended by deleting the definitions of
“Lender Addendum”, “Tranche B Term Loan”, “Tranche B Term Loan Commitment” and
“Tranche B Term Loan Percentage” in their respective entireties and
substituting the following definitions in lieu thereof:


 


“Lender
Addendum”:  with respect to any
Lender, a Lender Addendum, substantially in the form of Exhibit J, to be
executed and delivered by such Lender on the Amendment and Restatement
Effective Date as provided in Section 13.17, or on the effective date of any
Optional Increase Amendment delivered pursuant to Section 6.18(d).


 


“Tranche B Term
Loan”:  the collective reference to
(a) the term loans made on the Closing Date pursuant to Section 2.1 of the
Existing Credit Agreement (of which an aggregate principal amount of
$595,500,000 is outstanding on the Amendment and Restatement Effective Date),
(b) the term loans made on the Amendment and Restatement Effective Date
pursuant to Section 2.1(a) of this Agreement and (c) the term loans made
on the Incremental Tranche B Effective Date pursuant to Section 2.1(b) of
this Agreement.


 


“Tranche B Term
Loan Commitment”:  as to any Lender,
the obligation of such Lender, if any, to make a Tranche B Term Loan to the
Primary Borrower hereunder in a principal amount not to exceed the amount set
forth under the heading “Tranche B Term Loan Commitment” opposite such Lender’s
name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as
the case may be, in the Assignment and Acceptance pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof.  The original
aggregate amount of the Tranche B Term Loan Commitments on the Amendment and
Restatement Effective Date is $4,500,000 and the original aggregate amount of
the Tranche B Term Loan Commitments on the Incremental Tranche B Effective Date
is $130,000,000.


 


“Tranche B Term Loan
Percentage”:  as to any Lender at
any time, the percentage which such Lender’s Tranche B Term Loan Commitment
then constitutes of the sum of (a) the Tranche B Term Loans then outstanding
and (b) the aggregate Tranche B Term Loan Commitments (or, at any time after
the Amendment and Restatement Effective


 


2

















 


Date (or, in the
case of the Incremental Tranche B Term Loans, at any time after the Incremental
Tranche B Effective Date), the percentage which the principal amount of such
Lender’s Tranche B Term Loans then outstanding constitutes of the aggregate
principal amount of all Tranche B Term Loans then outstanding).


 


2.2                                 Amendment
to Section 2.1 of the Credit Agreement. The first sentence of
Section 2.1 of the Credit Agreement is hereby amended in its entirety to
read as follows:


 


Subject to the terms and
conditions hereof, the Tranche B Term Loan Lenders severally agree to make
Tranche B Term Loans to the Primary Borrower (a) on the Amendment and
Restatement Effective Date in an amount for each Tranche B Term Loan Lender not
to exceed the amount of the Tranche B Term Loan Commitment of such Lender on
such date and (b) on the Incremental Tranche B Effective Date in an amount for
each Tranche B Term Loan Lender not to exceed the Tranche B Term Loan
Commitment of such Lender on such date.


 


2.3                                 Amendment
to Section 2.2 of the Credit Agreement. Section 2.2 of the
Credit Agreement is hereby amended in its entirety to read as follows:


 


2.2.          Procedure for Tranche B Term Loan
Borrowing.  The Primary Borrower
shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 10:00 A.M., New York City time,
one Business Day prior to (a) the anticipated Amendment and Restatement
Effective Date or (b) in the case of the Incremental Tranche B Term Loans, the
anticipated Incremental Tranche B Effective Date, in each case requesting that
the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment
and Restatement Effective Date (or, in the case of the Incremental Tranche B
Term Loans, on the Incremental Tranche B Effective Date) and specifying the
amount to be borrowed.  The Tranche B
Term Loans made on the Amendment and Restatement Effective Date shall initially
be Base Rate Loans.  Upon receipt of such
notice the Administrative Agent shall promptly notify each relevant Tranche B
Term Loan Lender thereof.  Not later
than 12:00 Noon, New York City time, on the Amendment and Restatement Effective
Date (or, in the case of the Incremental Tranche B Term Loans, on the
Incremental Tranche B Effective Date) each relevant Tranche B Term Loan Lender
shall make available to the Administrative Agent at the relevant Funding Office
an amount in immediately available funds equal to the Tranche B Term Loan to be
made by such Lender on such date.  The
Administrative Agent shall make available to the Primary Borrower the aggregate
of the amounts made available to the Administrative Agent by the Tranche B Term
Loan Lenders, in like funds as received by the Administrative Agent.


 


2.4                                 Amendment
to Section 6.11(a) of the Credit Agreement. Section 6.11(a)
of the Credit Agreement is hereby amended in its entirety to read as follows:


 


Each borrowing (other
than the borrowing of Incremental Tranche B Term Loans) by any Borrower from
the Lenders hereunder, each payment by any Borrower on account of any commitment
fee or Letter of Credit fee, and any reduction of the Commitments of the
Lenders, shall be made pro  rata according to the respective
Tranche B Term Loan 


 


3

















 


Percentages,
Multicurrency Percentages or Revolving Credit Percentages, as the case may be,
of the relevant Lenders.  Each borrowing
by the Primary Borrower of the Incremental Tranche B Term Loans shall be made pro
rata by the Lenders party to the Optional Increase Amendment dated as of
January 14, 2003 based on their respective Tranche B Term Loan Commitments
on the Incremental Tranche B Effective Date. 
Each reduction of the Total Multicurrency Commitments shall be applied
to the amounts of the scheduled reductions of the Total Multicurrency Commitments
pursuant to Section 4.3 pro  rata according to the
outstanding amounts thereof.


 


SECTION 3.                                USE
OF PROCEEDS. The proceeds of the Incremental Tranche B Term Loans made
on the Incremental Tranche B Effective Date (as defined below) shall be used
within 60 days after the Incremental Tranche B Effective Date to fund the
redemption of all of the Parent’s 9-3/4% Senior Notes due 2007 and to pay
accrued interest, fees and expenses related thereto.


 


SECTION 4.                                CONDITIONS
PRECEDENT. This Amendment shall become effective as of the date on or
prior to January 23, 2004 (the “Incremental Tranche B Effective Date”)
when each of the conditions precedent set forth below shall have been
fulfilled:


 


(a)                                  Amendment
Documents. The Administrative Agent shall have received (i) this
Amendment, executed and delivered by a duly authorized officer of the Primary
Borrower and the Administrative Agent, (ii) an Acknowledgment and Consent,
substantially in the form of Exhibit B hereto, executed and delivered by a duly
authorized officer of each Guarantor, (iii) a Lender Addendum, substantially in
the form of Exhibit A hereto, executed and delivered by a duly authorized
officer of each Lender providing Incremental Tranche B Term Loans, (iv) a
Mortgage Amendment with respect to each Mortgage in effect on the Incremental
Tranche B Effective Date, executed and delivered by a duly authorized officer
of each party thereto, and (v) for the account of each Lender providing
Incremental Tranche B Term Loans that so requests, a Note, substantially in the
form of Exhibit G-1 to the Credit Agreement, evidencing the Incremental Tranche
B Term Loan made by such Lender, conforming to the requirements of the Credit
Agreement and executed and delivered by a duly authorized officer of the
Primary Borrower.


 


(b)                                 Title
Insurance, Surveys and Flood Insurance. The Administrative Agent shall
have received, with respect to each Mortgaged Property, either (A) an
endorsement to each mortgagee’s title insurance policy previously delivered to
the Administrative Agent or (B) a binding marked up title commitment issued by
First American Title Insurance Company of New York (either directly or through
authorized agents) in substantially the same form as that previously delivered
to the Administrative Agent subject to subsequently filed Permitted Liens and
Dispositions and other transactions permitted under Section 10.4 of the
Credit Agreement.  Each such endorsement
or marked up title commitment shall (A) insure that the Mortgage insured by
such existing policy or marked up title commitment, as amended by the relevant
Mortgage Amendment, creates and continues to constitute a valid first Lien on
the Mortgaged Property described in such Mortgage, subject only to Permitted
Liens and such exceptions as were disclosed in such endorsement or marked up
title and (B) modify the effective date of such policy or commitment to be no
later than the date of recordation of the Mortgage Amendment.


 


4

















 


The Administrative Agent
shall have received evidence that all title insurance premiums, recording fees
and applicable mortgage recording taxes have been paid.


 


(c)                                  Collateral. All
necessary or, in the reasonable discretion of the Administrative Agent,
advisable additional or amended collateral filings shall have been duly made or
taken and all necessary or, in the reasonable discretion of the Administrative
Agent, reasonably advisable duly executed and delivered amendments to the
existing Security Documents shall have became effective.  On the Incremental Tranche B Effective Date
there shall be no Liens on any of the Collateral, except for Liens permitted by
Section 10.3 of the Credit Agreement.


 


(d)                                 Notice
of Refinancing. The Parent shall have delivered to the trustee for the
Parent’s 9-3/4% Senior Notes due 2007 irrevocable notice, in form and substance
reasonably satisfactory to the Administrative Agent, that the Parent shall
redeem such Senior Notes in full by the date that is no more than 60 days after
the Incremental Tranche B Effective Date.


 


(e)                                  Approvals. All
material Governmental Authority and third party approvals necessary or, in the
reasonable discretion of the Administrative Agent, advisable to be obtained by
Holdings or any of its Subsidiaries in connection with the Incremental Tranche
B Term Loans and the continuing operations of the Loan Parties shall have been
obtained and be in full force and effect as of the Incremental Tranche B
Effective Date.


 


(f)                                    Compliance
Certificate. The Administrative Agent shall have received a certificate
of the Chief Financial Officer of Holdings, certifying that each of Holdings
and its Subsidiaries are in pro  forma compliance with the
financial covenants set forth in Section 10.1 of the Credit Agreement for
the fiscal quarter most recently ended for which financial statements are
available after giving effect to the making of the Incremental Tranche B Term
Loans (as if such Incremental Tranche B Term Loans had been made on the first
day of the applicable period of four consecutive fiscal quarters) and the use
of proceeds thereof.


 


(g)                                 Officer’s
Certificate. The Administrative Agent shall have received a
certificate of a Responsible Officer of the Primary Borrower certifying that
(i) the making of the Incremental Tranche B Term Loans will not violate the
terms of the Indentures (other than the Indenture relating to the Parent’s
9-3/4% Senior Notes due 2007), (ii) no Default or Event of Default has occurred
and is continuing as of the Incremental Tranche B Effective Date or will occur
after giving effect to the making of the Incremental Tranche B Term Loans and
the use of proceeds thereof for the purposes set forth in Section 3
hereof, (iii) since December 31, 2002 and except for matters disclosed by
the Parent prior to the date hereof in the Parent’s public filings with the
SEC, there has been no development or event that has had or could reasonably be
expected to have a Material Adverse Effect and (iv) the conditions set forth in
Section 8.3 of the Credit Agreement are satisfied as of the Incremental
Tranche B Effective Date.


 


(h)                                 Payment
of Fees. The Lenders, the Administrative Agent and the Arranger shall
have received all fees required to be paid, and all expenses for which invoices
have been presented (including reasonable fees, disbursements and other charges
of counsel to the Administrative Agent), on or before the Incremental Tranche B
Effective Date.  All such amounts will
be paid with proceeds of Incremental Tranche B Term Loans made on the


 


5

















 


Incremental Tranche B
Effective Date and will be reflected in the funding instructions given by the
Primary Borrower to the Administrative Agent on or before the Incremental
Tranche B Effective Date.


 


(i)                                     Closing
Certificate. The Administrative Agent shall have received a
certificate of each Loan Party, dated the Incremental Tranche B Effective Date,
substantially in the form of Exhibit C hereto, with appropriate insertions and
attachments.


 


(j)                                     Legal
Opinions. The Administrative Agent shall have received the following
executed legal opinions, in form and substance reasonably satisfactory to the
Administrative Agent:


 


(i)                                     the
legal opinion of Nixon Peabody LLP, special counsel to the Parent, Holdings and
its Subsidiaries, and


 


(ii)                                  the
legal opinion of James Coughlin, Esq., general counsel of the Parent, Holdings
and its Subsidiaries.


 


Each such legal opinion
shall cover such matters relating to the transactions contemplated by this
Amendment as the Administrative Agent may reasonably require.


 


SECTION 5.                                REPRESENTATIONS
AND WARRANTIES. The representations and warranties set forth in the
Credit Agreement are, after giving effect to this Amendment, true and correct
in all material respects as if made on and as of the Incremental Tranche B
Effective Date, except as they may specifically relate to an earlier date.


 


SECTION 6.                                REFERENCE
TO AND EFFECT ON THE LOAN DOCUMENTS. On and after the Incremental
Tranche B Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.  Except as expressly
amended herein, all of the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect in accordance with
the terms thereof and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Agents or the Lenders may now have or may have in the future under or
in connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.


 


SECTION 7.                                COUNTERPARTS. This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.  A set of the copies
of this Amendment


 


6

















 


signed by all the parties
shall be lodged with the Primary Borrower and the Administrative Agent.


 


SECTION 8.                                PAYMENT
OF EXPENSES. The Primary Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with this Amendment and any other documents prepared in
connection herewith and the transactions contemplated hereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.


 


SECTION 9.                                GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 


7

















 


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


 


	
   

  	
  SIX FLAGS THEME PARKS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER
  INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT A


 


FORM OF LENDER ADDENDUM


 


Reference is made to the
Amended and Restated Credit Agreement, dated as of July 8, 2002 (as
amended, supplemented or modified from time to time, the “Credit Agreement”;
unless otherwise defined herein, terms defined therein being used herein as
therein defined), among Six Flags, Inc., a Delaware corporation (“Parent”),
Six Flags Operations Inc., a Delaware corporation (“Holdings”), Six
Flags Theme Parks Inc. (the “Primary Borrower”), a Delaware corporation,
each Foreign Subsidiary Borrower from time to time party thereto, the Lenders
from time to time parties thereto, The Bank of New York and Bank of America,
N.A., as Syndication Agents, Credit Lyonnais, New York Branch, as Documentation
Agent, and Lehman Commercial Paper Inc., as Administrative Agent.


 


Upon execution and
delivery of this Lender Addendum by the parties hereto as provided in Sections
6.18(d) and 13.17 of the Credit Agreement, the undersigned hereby becomes a
Lender thereunder having the Tranche B Term Loan Commitment set forth in
Schedule 1 hereto, effective as of the Incremental Tranche B Effective
Date.


 


THIS LENDER ADDENDUM
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


 


This Lender Addendum may
be executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. 
Delivery of an executed signature page hereof by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Lender Addendum to be duly executed and
delivered by their proper and duly authorized officers as of this 14th
day of January, 2004.


 


	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed:

  
	
   

  	
   

  	
   

  
	
  SIX FLAGS THEME PARKS
  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LEHMAN COMMERCIAL PAPER
  INC., as

  
	
  Administrative
  Agent

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


Schedule 1


 


TRANCHE B TERM LOAN
COMMITMENT AND NOTICE ADDRESS


 


	
  1.

  	
   

  	
  Name of Lender:

  
	
   

  	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Tranche B Term Loan Commitment:

  



 

















 


EXHIBIT B


 


ACKNOWLEDGMENT AND
CONSENT

TO THE OPTIONAL INCREASE AMENDMENT

TO THE AMENDED AND RESTATED CREDIT AGREEMENT


 


Reference is made to the
Amended and Restated Credit Agreement described in the foregoing Optional
Increase Amendment (the “Credit Agreement”; terms defined in the Credit
Agreement and used in this Acknowledgement and Consent shall have the meanings
given to such terms in the Credit Agreement). 
Each of the undersigned Guarantors hereby consents to the foregoing
Optional Increase Amendment and agrees and acknowledges that (i) the guarantees
and grants of security interests contained in the Guarantee and Collateral
Agreement shall secure the Incremental Tranche B Term Loans made pursuant to
the Credit Agreement, as modified by such Optional Increase Amendment, on a pari
passu basis with all other Loans and Commitments under the Credit
Agreement and (ii) all such guarantees and grants of security interests
contained in the Guarantee and Collateral Agreement are, and shall remain, in
full force and effect after giving effect to the foregoing Optional Increase
Amendment and all prior modifications, if any, to the Credit Agreement.


 


(Rest of page left intentionally
blank.)


 

















 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  SIX FLAGS OPERATIONS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  SIX FLAGS THEME PARKS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  ASTROWORLD GP LLC

  
	
   

  	
  ASTROWORLD LP LLC

  
	
   

  	
  AURORA CAMPGROUND, INC.

  
	
   

  	
  DARIEN
  LAKE THEME PARK AND CAMPING RESORT, INC.

  
	
   

  	
  ENCHANTED PARKS, INC.

  
	
   

  	
  FIESTA TEXAS, INC.

  
	
   

  	
  FRONTIER CITY
  PROPERTIES, INC.

  
	
   

  	
  FUNTIME, INC.

  
	
   

  	
  FUNTIME PARKS, INC.

  
	
   

  	
  GREAT ESCAPE HOLDING
  INC.

  
	
   

  	
  GREAT ESCAPE LLC

  
	
   

  	
  GREAT ESCAPE THEME PARK
  LLC

  
	
   

  	
  HURRICANE HARBOR GP LLC

  
	
   

  	
  HURRICANE HARBOR LP LLC

  
	
   

  	
  INDIANA PARKS, INC.

  
	
   

  	
  KKI, LLC

  
	
   

  	
  MWM HOLDINGS INC.

  
	
   

  	
  OHIO CAMPGROUNDS INC.

  
	
   

  	
  OHIO HOTEL LLC

  
	
   

  	
  PARK MANAGEMENT CORP.

  
	
   

  	
  PP DATA SERVICES INC.

  
	
   

  	
  PREMIER INTERNATIONAL
  HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS HOLDINGS
  INC.

  
	
   

  	
  PREMIER PARKS OF
  COLORADO INC.

  
	
   

  	
  PREMIER WATERWORLD
  CONCORD INC.

  
	
   

  	
  PREMIER WATERWORLD
  SACRAMENTO INC.

  
	
   

  	
  RIVERSIDE PARK
  ENTERPRISES, INC.

  
	
   

  	
  SAN ANTONIO PARK GP,
  LLC

  
	
   

  	
  SFJ MANAGEMENT INC.

  
	
   

  	
  SFTP INC.

  
	
   

  	
  SFTP SAN ANTONIO GP,
  INC.

  
	
   

  	
  SFTP SAN ANTONIO, INC.

  
	
   

  	
  SFTP SAN ANTONIO II,
  INC

  
	
   

  	
  STUART AMUSEMENT
  COMPANY

  
	
   

  	
  TIERCO MARYLAND, INC.

  
	
   

  	
  TIERCO WATER PARK, INC.

  
	
   

  	
  WYANDOT LAKE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  SF SPLASHTOWN INC.

  
	
   

  	
  SF SPLASHTOWN GP INC.

  
	
   

  	
  SIX FLAGS EVENTS INC.

  
	
   

  	
  SIX FLAGS EVENTS
  HOLDING CORP.

  
	
   

  	
  SIX FLAGS SERVICES,
  INC.

  
	
   

  	
  SIX FLAGS SERVICES OF
  ILLINOIS, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF
  MISSOURI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTROWORLD LP

  
	
   

  	
   

  
	
   

  	
  By:  Astroworld GP LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELITCH GARDENS L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Premier Parks of Colorado Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
								



 

















 


	
   

  	
  FRONTIER
  CITY PARTNERS LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:  Frontier City Properties, Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HURRICANE HARBOR LP

  
	
   

  	
   

  
	
   

  	
  By:  Hurricane Harbor GP LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SF PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:  Six Flags Theme Parks Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS SAN ANTONIO,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:  SFTP San Antonio GP, Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


	
   

  	
  SIX FLAGS SPLASHTOWN
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SF Splashtown GP Inc.,

  	
   

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX FLAGS EVENTS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Six Flags Events Inc.,

  	
   

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SAN ANTONIO THEME PARK,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  San Antonio Park GP,
  LLC,

  	
   

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President

  



 

















 


EXHIBIT C


 


FORM OF CLOSING
CERTIFICATE


 


Reference is made to the
Amended and Restated Credit Agreement, dated as of July 8, 2002 (as
amended, supplemented or modified from time to time, the “Credit Agreement”;
unless otherwise defined herein, terms defined therein being used herein as
therein defined), among Six Flags, Inc., a Delaware corporation, Six Flags
Operations Inc., a Delaware corporation, Six Flags Theme Parks Inc., a Delaware
corporation (the “Primary Borrower”), each Foreign Subsidiary Borrower
from time to time party thereto, the several banks and other financial
institutions or entities from time to time parties thereto (the “Lenders”)
and Lehman Commercial Paper Inc., as administrative agent (in such capacity,
the “Administrative Agent”). 
Pursuant to Section 4(i) of the Optional Increase Amendment, dated
as of January 14, 2003, between the Primary Borrower and the
Administrative Agent, each of the officers (as specified below) of [Insert Name
of Company], a
                        
[corporation/limited liability corporation/limited partnership] (the “Company”),
does hereby certify in such capacity, as follows:


 


1.                                       The
undersigned [Insert Officer’s Title] of the Company does hereby certify, in
such capacity, as follows:


 


(a)                                  The
representations and warranties of the Company set forth in each of the Loan
Documents to which it is a party, or which are contained in any certificate
furnished by or on behalf of the Company pursuant to any of the Loan Documents
to which it is a party, are true and correct in all material respects on and as
of the date hereof with the same effect as if made on the date hereof, except
for representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.


 


(b)                                 [Insert
Name of [Assistant] Secretary] is the duly elected and qualified [Assistant]
Secretary of the Company and the signature set forth for such officer below is
such officer’s true and genuine signature.


 


(c)                                  No
Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to the Incremental Tranche B Term Loans to be
made on the date hereof.


 


(d)                                 The
conditions precedent set forth in Section 4 of the Optional Increase
Amendment have been satisfied as of the Incremental Tranche B Effective Date,
except to the extent waived or modified by the Lenders.


 


2.                                       The
undersigned [Assistant] Secretary of the Company does hereby certify, in such
capacity, the following:


 


(a)                                  There
are no liquidation or dissolution proceedings pending or to my knowledge
threatened against the Company, nor has any other event occurred which is


 

















 


continuing and which has,
or would reasonably be expected to have, a material adverse effect upon or to
my knowledge which threatens the continued corporate existence of the Company.


 


(b)                                 The
Company is a [corporation/limited liability company/limited partnership] duly
[incorporated/formed], validly existing and in good standing under the laws of
the jurisdiction of its organization.


 


(c)                                  Attached
hereto as Annex 1 is a true and complete copy of [resolutions duly
adopted by the [unanimous] written consent of the Board of Directors] [consents
duly and [unanimously] granted by the [members]] of the Company on
[                  ],
200[3/4]; such [resolutions] [consents] have not in any way been amended,
modified, revoked or rescinded, have been in full force and effect since [their
adoption] [being granted] to and including the date hereof and are now in full
force and effect and are the only [corporate] proceedings of the Company now in
force relating to or affecting the matters referred to therein.


 


(d)                                 [Attached
hereto as Annex 2 is a true and complete copy of the Certificate of
[Incorporation] [Formation] of the Company as in effect on the date hereof, and
such [certificate] has not been amended, repealed, modified or restated, except
as set forth therein.]  [No amendments
to the Certificate of [Incorporation] [Formation] of the Company have been
adopted since the date of the most recent document which was attached as part
of the Certificate of [Incorporation] [Formation] of the Company included as an
Exhibit to the Closing Certificate of the Company delivered pursuant to
Section 8.2(k) of the Credit Agreement in connection with the
effectiveness of the Credit Agreement (the “Closing Certificate”).]


 


(e)                                  [Attached
hereto as Annex 3 is a true and complete copy of the [By-Laws] [limited
liability company agreement] of the Company as in effect on the date hereof and
such [By-Laws] [limited liability company agreement] have not been amended,
repealed, modified or restated, except as set forth therein.]  [No amendments to the [By-Laws] [limited
liability company agreement] of the Company have been adopted since the date of
the [By-Laws] [limited liability company agreement] included as an Exhibit to
the Closing Certificate of the Company, and such [By-Laws] [limited liability
company agreement] are in full force and effect on the date hereof.]


 


(f)                                    The
following persons are now duly elected and qualified officers of the Company
holding the offices indicated next to their respective names below, and the
signatures appearing opposite their respective names below are the true and
genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company each of the Loan
Documents to which it is a party and any certificate or other document to be
delivered by the Company pursuant to the Loan Documents to which it is a party:


 


2

















 


	
  Name

  	
   

  	
  Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


(g)                                 Attached
hereto as Annex 4 [Annex 2] is a copy of the certificate of good
standing or valid subsistence (or equivalent) for the Company recently issued
by the jurisdiction of its organization and by each jurisdiction where the
Company is qualified to conduct business.


 


This Certificate,
including Paragraph 2(f), may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


3

















 


IN WITNESS WHEREOF, the
undersigned have hereunto set our names as of the date set forth below.


 


	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  Date:  January 14, 2004

  	
   

  



 


4

















 


ANNEX 1


 


[Resolutions]
[Consents]


 

















 


ANNEX 2


 


[Certificate of
Incorporation] [Certificate of Formation]


 

















 


ANNEX 3


 


[By-Laws]
[Operating Agreement]


 

















 


ANNEX 4


 


[Certificate of
Good Standing]