Exhibit 10.1


 


EXECUTION COPY


	
   

  



 


FIRST AMENDMENT TO THE FIRST LIEN CREDIT AGREEMENT


 


$950,000,000 TRANCHE B TERM LOAN FACILITY


 


 


among


 


 


SIX FLAGS ENTERTAINMENT CORPORATION (FORMERLY KNOWN AS SIX FLAGS, INC.),


as Parent,


 


SIX FLAGS OPERATIONS INC.,


as Holdings,


 


SIX FLAGS THEME PARKS INC.,

as Borrower,


 


 


THE REQUIRED LENDERS,


 


 


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent,


 


 


and


 


 


J.P. MORGAN SECURITIES LLC,


As Sole Lead Arranger and Sole Bookrunner


	
   

  	
   

  



 

















 


FIRST AMENDMENT


 


FIRST
AMENDMENT, dated as of December 3, 2010 (this “Amendment”), to the
First Lien Credit Agreement, dated as of April 30, 2010 (the “Credit
Agreement”), among Six Flags Entertainment Corporation, a Delaware
corporation, Six Flags Operations Inc., a Delaware corporation, Six Flags Theme
Parks Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase
Bank, N.A., a national banking association, as the administrative agent (the “Administrative
Agent”), and the several banks and other financial institutions or entities
from time to time parties thereto (the “Lenders”).  J.P. Morgan Securities LLC is acting as the
sole lead arranger and sole bookrunner (in such capacities, the “Sole Lead
Arranger”) in connection with this Amendment and the Amended Tranche B Term
Loan Facility referred to below.


 


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, certain loans and other extensions of credit to the Borrower.


 


WHEREAS,
the Borrower has requested that the Credit Agreement be amended to, among other
things, provide for an extension of, and an increase to an aggregate principal
amount of $950,000,000 in, the Tranche B Term Loan Facility (as extended and
increased, the “Amended Tranche B Term Loan Facility”) by obtaining New
Tranche B Term Loan Commitments (as defined in Section 13 of this
Amendment) and having existing Tranche B Term Loans be continued as provided
herein.


 


WHEREAS,
the loans under the Amended Tranche B Term Loan Facility (the “New Tranche B
Term Loans”) will replace and refinance the currently outstanding Tranche B
Term Loans and together with cash on hand will be used to prepay $250,000,000
in aggregate principal amount of the Borrower’s term loans under the Second
Lien Credit Agreement (the “Second Lien Term Loans”).  Except as otherwise provided herein, the New
Tranche B Term Loans will have the same terms as the Tranche B Term Loans
currently outstanding under the Credit Agreement.


 


WHEREAS,
each existing Tranche B Term Loan Lender that executes and delivers a signature
page to this Amendment (a “Lender Addendum”) and in connection
therewith agrees to continue all or any part of its outstanding Tranche B Term
Loans into New Tranche B Term Loans (such continued Tranche B Term Loans, the “Continued
Tranche B Term Loans”, and such Lenders, collectively, the “Continuing
Tranche B Term Loan Lenders”) will thereby (i) agree to the terms of
this Amendment and (ii) agree to continue its existing Tranche B Term
Loans (such existing Tranche B Term Loans, the “Existing Tranche B Term
Loans”, and the Lenders of such Existing Tranche B Term Loans,
collectively, the “Existing Tranche B Term Loan Lenders”) outstanding on
the Amendment Effective Date (as defined below) into New Tranche B Term Loans
in a principal amount equal to the aggregate principal amount of such Existing
Tranche B Term Loans so continued. 
Existing Tranche B Term Loan Lenders which do not become Continuing
Tranche B Term Loan Lenders as contemplated by this recital shall not otherwise
be permitted to become an Additional Tranche B Term Loan Lender (as defined
below).


 


WHEREAS, subject to the
preceding recital, each Person (other than a Continuing Tranche B Term Loan
Lender in its capacity as such) that executes and delivers a Lender Addendum
and agrees in connection therewith to make New Tranche B Term Loans
(collectively, the “Additional Tranche B Term Loan Lenders”) will
thereby (i) agree to the terms of this Amendment and (ii) commit to
make New Tranche B Term Loans to the Borrower on the Amendment Effective Date
(the “Additional Tranche B Term Loans”) in such amount (not in excess of
any such commitment) as is determined by the Administrative Agent and notified
to such Additional Tranche B Term Loan Lender.  
The proceeds of the


 

















 


Additional Tranche B Term
Loans will be used by the Borrower to repay in full the outstanding principal
amount of the Existing Tranche B Term Loans that are not continued as New
Tranche B Term Loans by Continuing Tranche B Term Loan Lenders and to prepay
all of the Second Lien Term Loans.  At
the option of the Sole Lead Arranger with the consent of the Borrower, the
Additional Tranche B Term Loans may be made, to the extent of the amount
thereof to be used to repay in full the Existing Tranche B Term Loans that are
not so continued, by the replacement of such Existing Tranche B Term Loans
pursuant to Section 5.17 of the Credit Agreement and the continuation of
such Existing Tranche B Term Loans as Continued Tranche B Term Loans by the
replacement Lender.


 


WHEREAS, each Lender other
than a New Tranche B Term Loan Lender (as defined below) that is a Revolving
Credit Lender that executes and delivers a Lender Addendum solely in its
capacity as a Revolving Credit Lender or an Existing Tranche B Term Loan Lender
that executes and delivers a Lender Addendum solely in its capacity as an
Existing Tranche B Term Loan Lender and not as a New Tranche B Term Loan Lender
will thereby agree to the terms of this Amendment but will not thereby agree to
continue its Existing Tranche B Term Loans as New Tranche B Term Loans or to
have made any commitment to make New Tranche B Term Loans.


 


WHEREAS, the Borrower has
requested that the Credit Agreement be further amended to, among other things,
effect certain changes to the prepayment provisions and financial and negative
covenants, in each case on the terms set forth below.


 


WHEREAS, the Continuing
Tranche B Term Loan Lenders and the Additional Tranche B Term Loan Lenders
(collectively, the “New Tranche B Term Loan Lenders”) are severally
willing to continue their Existing Tranche B Term Loans as New Tranche B Term
Loans and/or to make New Tranche B Term Loans, as the case may be, subject to
the terms and conditions set forth in this Amendment.


 


WHEREAS,
the Required Lenders and the Administrative Agent are willing to agree to this
Amendment on the terms set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:


 


SECTION 1.  Defined
Terms.  Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.


 


SECTION 2.  Amendments
to Section 1.


 


(a)  Section 1.1
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the definitions of “First Lien Debt”, “First Lien Leverage Ratio”, “Permitted
Second Lien Refinancing Indebtedness” and “Purchase Price”.


 


(b)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by inserting, in its proper alphabetical order, the following new
definitions:


 


“First Amendment”: the First
Amendment, dated the First Amendment Effective Date, to this Agreement.


 


“First Amendment Effective Date”: December 3,
2010.


 


2

















 


(c)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Applicable Margin” by inserting the
following sentence at the end thereof:


 


“The Applicable Margin
applicable to Tranche B Term Loans during any Interest Period shall be
decreased by 0.25% for each day during such Interest Period (i) on which
the Borrower’s corporate family rating from Moody’s is Ba3 or better as of the
end of such day, (ii) on which the Borrower’s corporate credit rating from
S&P is BB- or better as of the end of such day or (iii) the Senior
Secured Leverage Ratio is equal to or less than 3.00 to 1.00, commencing with
respect to each such decrease on the third Business Day following receipt by
the Administrative Agent of a certificate from a Responsible Officer of Parent
certifying the same.”


 


(d)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Consolidated Interest Expense” by inserting
the phrase “, but excluding any Indebtedness under the New Time Warner Facility”
immediately after the phrase “during such period” where it appears in the
second parenthetical phrase therein”.


 


(e)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Consolidated Total Debt” by inserting the
parenthetical phrase “(including, for the avoidance of doubt, any Indebtedness
under the New Time Warner Facility)” immediately after the phrase “Parent and
its Subsidiaries” where it appears in clause (a) thereof.


 


(f)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Eurocurrency Base Rate” by replacing “2%”
where it appears in clause (a) thereof with “1.50%”.


 


(g)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by replacing the definitions of “Liquidity Put Threshold Amount” and “Tranche
B Term Loan”, respectively, with the following definitions:


 


“Liquidity Put Threshold Amount”: an
amount equal to (a) for the fiscal year ending December 31, 2010,
$10,000,000, (b) for the fiscal year ending December 31, 2011,
$12,500,000, and (c) for each fiscal year thereafter, $15,000,000.


 


“Tranche B Term Loan”: as defined in Section 2.1,
but shall include any Tranche B Term Loan made hereunder pursuant to the First
Amendment on the First Amendment Effective Date.”


 


(h)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “IP Percentage” by (i) replacing the
term “First Lien Leverage Ratio” where it appears in clause (b) thereof
with “Senior Secured Leverage Ratio”, and (ii) replacing the number “3.25”
where it appears in clause (b) thereof with “3.75”.


 


(i)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Loan Documents” by inserting “the First
Amendment,” immediately before the words “the Security Documents”.


 


(j)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Second Lien Credit Documents” by deleting
the phrase “or any Permitted Second Lien Refinancing Indebtedness” where it
appears in the fourth line thereof.


 


3

















 


(k)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by (i) amending the definition of “Senior Secured Debt” by deleting
the phrase “and under the Second Lien Credit Agreement” where it appears in
clause (a) thereof and (ii) inserting the parenthetical phrase “(excluding,
for the avoidance of doubt, any Indebtedness under the New Time Warner
Facility)” immediately after the phrase “the Borrower and its Subsidiaries”
where it appears in clause (a) thereof.


 


(l)  Section 1.1
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by amending the definition of “Loan Parties” by inserting the following
proviso immediately before the period at the end thereof:


 


“;
provided that any such Person shall cease to be a Loan Party at the time
such Person ceases to exist or is Disposed of to a non-Loan Party, in each
case, to the extent permitted by this Agreement”.


 


SECTION 3.  Amendments
to Section 2.


 


(a)  Section 2.1
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
inserting the following sentence immediately after the first sentence thereof:


 


“On
the First Amendment Effective Date, the New Tranche B Term Loans (as defined in
the First Amendment) shall constitute, on the terms provided in the First
Amendment, Tranche B Term Loans and the Continuing Tranche B Term Loans (as
defined in the First Amendment) shall be ratified and confirmed as Tranche B
Term Loans in all respects.”


 


(b)  Section 2.3
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the schedule set forth therein with the following schedule:


 


	
  “Installment

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2013

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  June 30, 2013

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  September 30, 2013

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  December 31, 2013

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  March 31, 2014

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  June 30, 2014

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  September 30, 2014

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  December 31, 2014

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  March 31, 2015

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  June 30, 2015

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  September 30, 2015

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  December 31, 2015

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  March 31, 2016

  	
   

  	
  $

  	
  2,375,000

  	
   

  
	
  Tranche B Maturity Date

  	
   

  	
  $

  	
  919,125,000

  	
  ”

  



 


SECTION 4.  Amendments
to Section 3.  Section 3.3 of the Credit Agreement is
hereby amended as of the Amendment Effective Date by (i) replacing the
amount “$150,000,000” where it appears therein with “$200,000,000”.


 


4

















 


SECTION 5.  Amendments
to Section 5.


 


(a)  Section 5.4
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the reference to “Closing Date” in the second to last sentence
thereof with a reference to “First Amendment Effective Date”.


 


(b)  Section 5.5(b) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) inserting
a new subclause (i) immediately before the existing subclause (i) in
the proviso thereof as follows: “(i) Net Cash Proceeds received by the
Borrower or any of its Subsidiaries from Asset Sales or Recovery Events in any
fiscal year not to exceed $10,000,000 in the aggregate,” and (ii) renumbering
existing clauses (i) and (ii) as (ii) and (iii).


 


(c)  Section 5.5(d) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) inserting
the word “and” immediately before “third” where it appears therein, and (ii) deleting
the phrase “to the prepayment of outstanding loans under the Second Lien Credit
Agreement and fourth,” where it appears therein.


 


(d)  Section 5.11(d) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) inserting
“and” immediately before clause (ii), deleting the phrase “, and (iii) the
Borrower shall use the remaining portion of the Tranche B Prepayment Amount not
accepted by the Tranche B Term Loan Lenders to prepay the loans under the
Second Lien Credit Agreement to the extent required thereby”, where it appears
therein and (iii) replacing the final proviso with the following:


 


“provided,
however, that if after giving pro forma effect to the transactions
described in clause (ii) the Senior Secured Leverage Ratio would be
greater than 3.50 to 1.00, the Tranche B Term Loan Lenders shall not have the
option to decline such mandatory prepayment and all such Net Cash Proceeds
shall be applied toward the Tranche B Term Loans.”


 


SECTION 6.  Amendment
to Section 6.


 


(a)  Section 6.4
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the (i) parenthetical phrase “(as well as the Intercreditor
Agreement)” where it appears in the second sentence thereof, and (ii) phrase
“and the Intercreditor Agreement” where it appears in the penultimate sentence
thereof.


 


(b)  Section 6.5
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the phrase “and the Liens created under the Second Lien Credit
Facility” where it appears at the end thereof.


 


SECTION 7.  Amendment
to Section 7.2. Section 7.2(b) of the Credit Agreement is
hereby amended as of the Amendment Effective Date by deleting the parenthetical
phrase “(including with respect to Section 9.17, which shall be calculated
for this purpose as if such extension of credit had occurred on a pro  forma
basis at the end of the most recent fiscal month)” where it appears therein.


 


SECTION 8.  Amendments
to Section 9.


 


(a)  Section 9.1
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing it with the following:


 


“9.1.       Senior Secured Leverage Ratio.  Permit the Senior Secured Leverage Ratio as
at the last day of any Measurement Period of the Borrower ending on or closest
to the applicable date set forth below to exceed the ratio set forth opposite
such date:


 


5

















 


	
  Date

  	
   

  	
  Senior Secured Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  June 30, 2012

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  March 31, 2013

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  June 30, 2013

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  September 30, 2013

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  December 31, 2013 and
  thereafter

  	
   

  	
  4.50 to 1.00

  	
   

  



 


(b)  Section 9.2
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing it with the following:


 


“9.2.       Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage
Ratio as at the last day of any Measurement Period of the Borrower to be less
than 2.00 to 1.00; provided that (i) Consolidated Interest Expense
for the Measurement Period ended December 31, 2010 shall be deemed to
equal $52,458,532 and (ii) for the purpose of determining Consolidated
Interest Coverage Ratio for the fiscal quarters ending March 31, 2011, June 30,
2011 and September 30, 2011, Consolidated Interest Expense for the
relevant period shall be deemed to equal Consolidated Interest Expense for each
such fiscal quarter (and, in the case of March 31, 2011, June 30,
2011 and September 30, 2011, respectively, each previous fiscal quarter
commencing after the Closing Date) multiplied by 4, 2 and 4/3,
respectively.”


 


(c)  Section 9.3(c) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) replacing
the term “First Lien Leverage Ratio” where it appears in subclause (iii) of
the proviso thereto with “Senior Secured Leverage Ratio”, and (ii) replacing
the number “3.00” where it appears in subclause (iii) of the proviso
thereto with “3.50”.


 


(d)  Section 9.3(g) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the amount “$100,000,000” where it appears in subclause (i) thereof
with “$150,000,000”.


 


(e)  Section 9.3(h) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the amount “$50,000,000” where it appears in subclause (i) thereof
with “$150,000,000”.


 


(f)  Section 9.3(i) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing it with the following:


 


“(i)          [Reserved];”


 


(g)  Section 9.3(n) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) replacing
the term “First Lien Leverage Ratio” in each place it appears therein with “Senior
Secured Leverage Ratio”, (ii) replacing the number “3.00” where it appears
in subclause (ii)


 


6

















 


thereof with “3.50”, (iii) replacing
the number “3.25” where it appears in subclause (iii) thereof with “3.75”
and (iv) replacing the number “5.00” where it appears in subclause (iii) thereof
with “5.50”.


 


(h)  Section 9.4(k) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing it with the following:


 


“(k)         [Reserved];”


 


(i)  Section 9.4(v) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the amount “$10,000,000” where it appears therein with “$25,000,000”.


 


(j)  Section 9.5(c)(vii)(C) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the term “First Lien Leverage Ratio” in each place it appears therein
with “Senior Secured Leverage Ratio”.


 


(k)  Section 9.5(e)(i)(A) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) replacing
the reference to “Sections 9.1 and 9.2” where it appears therein with a
reference to “Section 9.1”, (ii) replacing the term “First Lien
Leverage Ratio” where it appears therein with “Senior Secured Leverage Ratio”
and (iii) deleting “to 1.00 times” where it appears therein.


 


(l)  Section 9.5(e)(i) of
the Credit Agreement is hereby further amended as of the Amendment Effective
Date by (i) inserting the word “and” after subclause (D) thereof and (ii) deleting
subclause (E) thereof in its entirety and relettering subclause (F) thereof
as subclause (E).


 


(m)  Section 9.6(c)(vi) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the amount “$2,000,000” where it appears therein with “$10,000,000”.


 


(n)  Section 9.6(c)(xii) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing such clause with the following:


 


“(xii) Dispositions
related to Recovery Events (without giving effect to the dollar threshold set
forth in the definition thereof); provided that with respect to all
Dispositions permitted by this clause (xii) the requirements of Section 5.5(b) (giving
effect to the dollar threshold set forth in the definition of Recovery Events)
are complied with in connection therewith (subject to Section 5.11),”


 


(o)  Section 9.6(e) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
inserting “Parent,” immediately before the phrase “the Borrower and Holdings”
in the first line thereof.


 


(p)  Section 9.6(h) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) deleting
“(x)” where it appears in the third line thereof, (ii) deleting the phrase
“minus (y) the aggregate prepayments on account of the loans under
the Second Lien Credit Agreement as a result of the operation of Section 5.5(d) made
at any time when the pro forma First Lien Leverage Ratio exceeds 2.50 to 1.00”
where it appears therein, (iii) replacing the term “First Lien Leverage
Ratio” in subclause (ii)(x) of the proviso thereto with “Senior Secured
Leverage Ratio”, (iv) replacing the number “3.00” in subclause (ii)(x) of
the proviso thereto with “3.50”, and (v) replacing the number “2.50” in
subclause (ii)(x) of the proviso thereto with “3.00”.


 


7
















 


(q)  Section 9.6(i) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) replacing
the amount “$2,500,000” where it appears therein with “$5,000,000” and (ii) deleting
the word “and” where it appears at the end thereof.


 


(r)  Section 9.6
of the Credit Agreement is hereby further amended as of the Amendment Effective
Date by (i) replacing the period at the end of clause (j) thereof
with “; and” and (ii) inserting the following new clause (k) immediately
after clause (j) thereof:


 


“(k) 
Each of Parent, the Borrower and Holdings may make additional Restricted
Payments during any fiscal year of the Borrower commencing with the fiscal year
ending December 31, 2011 (i) up to an amount equal to 50% of that
portion of Excess Cash Flow in respect of the prior fiscal year not applied to
prepay Tranche B Term Loans pursuant to Section 5.5(c) if the Senior
Secured Leverage Ratio is greater than or equal to 3.00 to 1.00 or (ii) up
to an amount equal to 100% of that portion of Excess Cash Flow in respect of
the prior fiscal year not applied to prepay Tranche B Term Loans pursuant to Section 5.5(c) if
the Senior Secured Leverage Ratio is less than 3.00 to 1.00 (it being
understood and agreed that the Restricted Payments permitted to be made pursuant
to this proviso shall not be funded with the proceeds of Revolving Credit
Loans).”


 


(s)  Section 9.7
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
(i) replacing the amount “$110,000,000” where it appears in the second
sentence thereof with “$125,000,000” and (ii) deleting “9.5(e) or”
where it appears in the last line thereof.


 


(t)  Section 9.8
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
(i) deleting “9.5(e) or” where it appears in clause (i) thereof,
(ii) deleting “and” where it appears at the end of clause (v) thereof,
(iii) replacing the period where it appears at the end of clause (w) thereof
with “; and” (iv) inserting the following new clause (x) immediately
after clause (w) thereof:


 


“(x)          Investments consisting of the
acquisition of additional interests in HWP and HWP Management, Inc.”


 


(u)  Section 9.9
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
(i) deleting the phrases “, any Permitted Second Lien Refinancing
Indebtedness” and “or any Permitted Second Lien Refinancing Indebtedness
permitted under Section 9.3(i)” in each place such phrases appear therein,
and (ii) replacing clause (b) in the first parenthetical thereof with
the following new clause (b):


 


“(b) the
voluntary prepayment of all Indebtedness under the Second Lien Credit Agreement
and interest and fees thereon funded with cash on hand and Net Cash Proceeds of
New Tranche B Term Loans made pursuant to the First Amendment.”


 


(v)  Section 9.12
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the phrase “the Second Lien Credit Documents,” where it appears
therein.


 


(w)  
Section 9.14 of the Credit Agreement is hereby amended as of the Amendment
Effective Date by (i) inserting “or” at the end of clause (b), and (ii) deleting
clauses (d) and (e) in their entirety.


 


(x)  Section 9.15
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the phrase “the Second Lien Credit Documents,” in each place such
phrase appears therein.


 


8

















 


(y)  Section 9.17
of the Credit Agreement is hereby deleted in its entirety as of the Amendment
Effective Date.


 


SECTION 9.  Amendment
to Section 10.  Section 10(l)(iii) of
the Credit Agreement is hereby amended as of the Amendment Effective Date by
deleting the phrase “the Second Lien Credit Agreement,” where it appears
therein.


 


SECTION 10.  Amendments
to Section 11.


 


(a)  Section 11.11
of the Credit Agreement is hereby deleted in its entirety as of the Amendment
Effective Date.


 


(b)  Section 11.12
of the Credit Agreement is hereby renumbered as Section 11.11 as of the
Amendment Effective Date.


 


SECTION 11.  Amendments
to Section 12.


 


(a)  Section 12.2
of the Credit Agreement is hereby amended as of the Amendment Effective Date by
replacing the notice information set forth therein with respect to Parent or
Holdings with the following:


 


	
  Parent
  or Holdings

  	
   

  	
  c/o
  Six Flags Operations Inc.

  924
  Avenue J East,

  Grand Prairie, Texas 75050

  Attention: Chief Financial Officer

  Telecopy: 212-354-3089

  Electronic Mail: jmDuffey@sftp.com

  Telephone: 972-595-5106

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  Six
  Flags Operations Inc.

  924 Avenue J East,

  Grand Prairie, Texas 75050

  Attention: General Counsel

  Telecopy: 212-354-3089

  Electronic Mail: lBalk@sftp.com

  Telephone: 972-595-5192

  



 


(b)  Section 12.20
of the Credit Agreement is hereby deleted in its entirety as of the Amendment
Effective Date.


 


SECTION 12.  Conditions
to Effectiveness of Amendment.  This Amendment shall become effective on the
date on which the following conditions precedent have been satisfied or waived
(the “Amendment Effective Date”):


 


(a)  Amendment
Documentation.  The Administrative
Agent shall have received (i) a counterpart of this Amendment, executed
and delivered by a duly authorized officer of Parent, Holdings and the Borrower
and (ii) Lender Addenda, executed and delivered by the Required Lenders.


 


(b)  Fees.  The Lenders and the Administrative Agent
shall have received all fees required to be paid in connection herewith,
including for the account of (i) each Existing Tranche B Term Loan Lender
executing and delivering a Lender Addendum providing that it shall be a
Continuing Tranche B 


 


9

















 


Term Loan Lender for
Existing Tranche B Term Loans prior to 5:00 p.m. (EST) on November 30,
2010, a fee (each, an “Existing Tranche B Upfront Fee”) equal to 100
basis points of the outstanding principal amount of such Existing Tranche B
Term Loan Lender’s Existing Tranche B Term Loans so continued (consisting of (A) an
amendment consent fee of 50 basis points and (B) an upfront fee of 50
basis points) and (ii) each Additional Tranche B Term Loan Lender
executing and delivering a Lender Addendum providing that it shall be an
Additional Tranche B Term Loan Lender for Additional Tranche B Term Loans in an
amount equal to its commitment to make Additional Tranche B Term Loans prior to
5:00 p.m. (EST) on November 30, 2010, an upfront fee (each, an “Additional
Tranche B Upfront Fee”) equal to 50 basis points of the amount of such
commitment to provide Additional Tranche B Term Loans (it being understood that
a Lender shall be entitled to both an Existing Tranche B Upfront Fee and an
Additional Tranche B Upfront Fee to the extent such Lender is both a Continuing
Tranche B Term Loan Lender and an Additional Tranche B Term Loan Lender).  The Administrative Agent shall have been
reimbursed for all expenses for which invoices have been presented (including
reasonable fees, disbursements and other charges of counsel to the
Administrative Agent).  All such amounts
will be paid with cash on hand of Parent and its Subsidiaries or with proceeds
of Loans made on the Amendment Effective Date and will be reflected in the
funding instructions given by the Borrower to the Administrative Agent on or
before the Amendment Effective Date.


 


(c)  Legal
Opinion. The Administrative Agent shall have received a legal opinion from
Paul, Hastings, Janofsky & Walker LLP, special counsel to Parent,
Holdings and its Subsidiaries, in form and substance reasonably satisfactory to
the Administrative Agent.


 


(d)  
Closing Certificates.  The
Administrative Agent shall have received a certificate of each Loan Party,
dated the Amendment Effective Date, substantially in the form of Exhibit A
hereto, with appropriate insertions and attachments.


 


(e)  Lien
Searches.  The Administrative Agent
shall have received the results of a recent Uniform Commercial Code lien search
in Delaware with respect to the Borrower, and such search shall reveal no Liens
on any of the Property of the Borrower, except for Permitted Liens or Liens to
be discharged prior to or at the Amendment Effective Date.


 


(f)  Collateral.  The Borrower and the other Loan Parties shall
have executed an instrument of acknowledgement and confirmation reasonably
satisfactory to the Administrative Agent with respect to the guarantees,
security interests and liens created under the Security Documents and the
effectiveness and enforceability thereof for the benefit of the New Tranche B
Term Loans.  It is hereby further agreed
that:


 


(A)  with respect to
each Mortgaged Property, the Borrower will deliver to the Administrative Agent
within 60 days of the Amendment Effective Date (or within such other period as
to which the Administrative Agent may reasonably agree): (1) an amendment
to the Mortgage on such Mortgaged Property in form and substance reasonably
satisfactory to the Administrative Agent, (2) a “date-down” endorsement to
the existing title insurance policy (or a “reissued title policy”) for such
Mortgaged Property issued by the title company that issued such existing title
insurance policy, which endorsement shall update the effective date of such
existing title insurance policy and amend the description of the insured
existing Mortgage to include the amendment to such existing Mortgage and (3) reasonably
satisfactory evidence that the Borrower has paid all premiums in respect of the
endorsement to the existing title policy (or the reissued title policy) for
such Mortgaged Property, as well as any charges for mortgage recording taxes
and


 


10

















 


mortgage filing fees payable in connection with the
recording of the amendment to the Mortgage for such Mortgaged Property; and


 


(B)  legal opinions
with respect to the Mortgages on the Mortgaged Properties shall not be required
in connection with this Amendment.


 


(g)  Prepayment
of the Second Lien Term Loans and Existing Tranche B Term Loans.  The Administrative Agent shall have received
evidence satisfactory to it that all amounts owed and outstanding in connection
with the Second Lien Term Loans, including all accrued interest thereon, and
all amounts owed and outstanding to Existing Tranche B Term Loan Lenders in
connection with Existing Tranche B Term Loans that are not being continued as
New Tranche B Term Loans pursuant to this Amendment, including all accrued
interest thereon and all accrued interest on the other Existing Tranche B Term
Loans, shall have been paid in full in cash or arrangements satisfactory to the
Administrative Agent have been made therefor.


 


SECTION 13.  New
Tranche B Term Loans.  (a) Subject
to the terms and conditions set forth herein, (i) each Continuing Tranche
B Term Loan Lender agrees to continue its Existing Tranche B Term Loans (or the
portion thereof specified for continuation in its Lender Addendum to this
Amendment) as a New Tranche B Term Loan on the date requested by the Borrower
to be the Amendment Effective Date (which date shall not be later than December 10,
2010) in a principal amount equal to such Existing Tranche B Term Loans and (ii) each
Additional Tranche B Term Loan Lender agrees to make a New Tranche B Term Loan
on such date to the Borrower in a principal amount equal to such Additional
Tranche B Term Loan Lender’s New Tranche B Term Loan Commitment.  For purposes hereof, a Person may become a
party to the Credit Agreement as amended hereby and a New Tranche B Term Loan
Lender as of the Amendment Effective Date by executing and delivering to the
Administrative Agent, on or prior to the Amendment Effective Date, a Lender
Addendum in its capacity as a New Tranche B Term Loan Lender.  The Borrower shall give notice to the
Administrative Agent of the proposed Amendment Effective Date not later than
one Business Day prior thereto, and the Administrative Agent shall notify each
Tranche B Term Loan Lender and each Additional Tranche B Term Loan Lender
thereof.


 


(b) Each
Additional Tranche B Term Loan Lender will make its New Tranche B Term Loan on
the Amendment Effective Date by making available to the Administrative Agent,
in the manner contemplated by Section 2.2 of the Credit Agreement, an
amount equal to its New Tranche B Term Loan Commitment.  Any portion of an Existing Tranche B Term
Loan continued by a Continuing Tranche B Term Loan Lender as a New Tranche B
Term Loan as contemplated herein is referred to herein as a “Continued Loan”.  The “New Tranche B Term Loan Commitment”
(i) of any Continuing Tranche B Term Loan Lender will be such amount of
its Existing Tranche B Term Loans to be continued as an equal amount of New
Tranche B Term Loans and (ii) of any Additional Tranche B Term Loan Lender
will be such amount (not exceeding any commitment offered by such Additional
Tranche B Term Loan Lender) allocated to it by the Administrative Agent and
notified to it on or prior to the Amendment Effective Date.  The commitments of the Additional Tranche B
Term Loan Lenders and the continuation undertakings of the Continuing Tranche B
Term Loan Lenders are several and no such Lender will be responsible for any
other such Lender’s failure to make or acquire by continuation its New Tranche
B Term Loan.  The New Tranche B Term
Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as
determined by the Borrower and notified to the Administrative Agent as
contemplated by Sections 2.2 and 5.6. 
Upon continuation, the Continued Tranche B Term Loans shall be Base Rate
Loans or Eurocurrency Loans with Interest Periods as determined by the
Borrower, and the Lenders having Existing Tranche B Term Loans that are prepaid
or continued in connection with the making of the New Tranche B Term Loans
shall be entitled to the benefits of Section 5.14 of the Credit Agreement
with respect thereto.


 


11

















 


(c) The
obligation of each New Tranche B Term Loan Lender to make or acquire by
continuation New Tranche B Term Loans on the Amendment Effective Date is
subject to the satisfaction of the conditions set forth in Section 12 of
this Amendment.


 


(d)   On and after the Amendment Effective Date, each reference in the
Credit Agreement to “Tranche B Term Loans” shall be deemed a reference to the
New Tranche B Term Loans contemplated hereby, except as the context may
otherwise require.  Notwithstanding the
foregoing, the provisions of the Credit Agreement with respect to
indemnification, reimbursement of costs and expenses, increased costs and break
funding payments (other than to the extent set forth in Section 12 of this
Amendment) shall continue in full force and effect with respect to, and for the
benefit of, each Existing Tranche B Term Loan Lender in respect of such Lender’s
Existing Tranche B Term Loans.


 


SECTION 14.  Prepayment
Fee. The Borrower will pay the 1.0% fee required under Section 5.4 of
the Credit Agreement to each Existing Tranche B Term Loan Lender in respect
of  the repayment of such Lender’s
Existing Tranche B Term Loans (or, as contemplated by the fifth recital of this
Amendment, any replacement thereof pursuant to Section 5.17 of the Credit
Agreement); provided, however, that, notwithstanding anything in Section 5.4
of the Credit Agreement to the contrary, each Continuing Tranche B Term Loan
Lender hereby agrees that the fee required to be paid by the Borrower to each
Continuing Tranche B Term Loan Lender pursuant to Section 5.4 of the
Credit Agreement shall be satisfied by the receipt of the Existing Tranche B
Upfront Fee on the Continued Tranche B Term Loans continued as New Tranche B
Term Loans by such Continuing Tranche B Term Loan Lender on the Amendment
Effective Date.  For the avoidance of
doubt, the Lenders hereby acknowledge and agree that, at the sole option of the
Sole Lead Arranger, any Lender with Existing Tranche B Term Loans which are
replaced as contemplated hereby shall, automatically upon receipt of the amount
necessary to purchase such Lender’s Existing Tranche B Term Loans so replaced,
at par, and pay all accrued interest thereon and the prepayment fee described
herein, be deemed to have assigned such Loans pursuant to a form of Assignment
and Acceptance and, accordingly, no other action by the Lenders, the
Administrative Agent or the Loan Parties shall be required in connection
therewith.  The Lenders hereby agree to
waive the notice requirements of Sections 5.4 and 12.6(f) of the Credit
Agreement in connection with the prepayment or replacement of Existing Tranche
B Term Loans contemplated hereby.


 


SECTION 15.  Waiver.  Each of the Continuing Tranche B Term Loan
Lenders signatory hereto hereby waives any rights to payment or other claims
under Section 5.11 of the Credit Agreement that such Lender may otherwise
have against any Existing Tranche B Term Loan Lender which does not elect to
become a Continuing Tranche B Term Loan Lender pursuant to this Amendment for
payments of the 1.0% fee to the extent required under Section 5.4 of the
Credit Agreement that are made in accordance with Section 14 of this
Amendment.


 


SECTION 16.  Representations
and Warranties.  The
Borrower hereby represents and warrants that (a) each of the
representations and warranties made by any Loan Party in or pursuant to the
Loan Documents shall be, after giving effect to this Amendment, true and
correct in all material respects as if made on and as of the Amendment
Effective Date, except to the extent such representations and warranties
expressly relate to an earlier time, in which case such representations and
warranties were true and correct in all material respects as of such earlier
time; provided that, to the extent any such representation and warranty
is already qualified by materiality or by reference to material adverse effect,
such representation shall be true and correct in all respects; provided  further
that, each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment and (b) after
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing.


 


12

















 


SECTION 17.  Effects
on Credit Documents.  Except as
specifically amended herein, all Loan Documents shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.  Except as otherwise expressly provided
herein, the execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of the Loan Documents.


 


SECTION 18.  GOVERNING
LAW; WAIVER OF JURY TRIAL.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.  EACH PARTY HERETO HEREBY AGREES AS
SET FORTH FURTHER IN SECTION 12.13 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS
SET FORTH IN FULL HEREIN.


 


SECTION 19.  Loan Document.  This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan
Documents.


 


SECTION 20.  Amendments;
Execution in Counterparts.  This
Amendment shall not constitute an amendment of any other provision of the
Credit Agreement not referred to herein and shall not be construed as a waiver
or consent to any further or future action on the part of the Loan Parties that
would require a waiver or consent of the Required Lenders or the Administrative
Agent.  Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect.  This Amendment may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, including by means of facsimile or electronic
transmission, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.


 


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13

















 


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


 


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION,

  
	
   

  	
  as Parent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  John M. Duffey 

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX
  FLAGS OPERATIONS INC.

  
	
   

  	
  as Holdings

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  John M. Duffey

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX
  FLAGS THEME PARKS INC.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  John M. Duffey

  
	
   

  	
  Name:
  John M. Duffey

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A., as Administrative

  Agent, Sole Lead Arranger and Sole Bookrunner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christophe Vohmann

  
	
   

  	
  Name:
  Christophe Vohmann

  
	
   

  	
  Title:
  Executive Director