Exhibit 10.3


 


SIX
FLAGS, INC.

1540 Broadway, 15th Floor

New York, NY 10036


 


June 13, 2009


 


To the Holders of Lender Claims 

Referred to Below


 


Ladies and Gentlemen:


 


This
letter agreement (the “Agreement”) sets forth certain terms and
conditions pursuant to which Six Flags, Inc. (“SFI”), Six Flags
Operations Inc. (“SFO”) and Six Flags Theme Parks Inc. (“SFTP”)
and certain of SFTP’s domestic subsidiaries (collectively the “Debtors”)
will propose their jointly filed chapter 11 plan of reorganization (the “Plan”)
on a consensual basis with the support of the lenders (the “Lenders”)
party to the Second Amended and Restated Credit Agreement dated as of May 25,
2007 (as amended, modified or otherwise supplemented from time to time, the “Credit
Agreement”), among SFI, SFO, SFTP (as the primary borrower), certain of
SFTP’s foreign subsidiaries party thereto, the Lenders, the agent banks party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”) signatory hereto.


 


Capitalized
terms not defined herein shall have the meaning ascribed to such terms in the
Restructuring Term Sheet (as defined below).


 


1.                                       Proposed Plan of Reorganization


 


Each
of the Debtors proposes to commence cases (collectively, the “Chapter 11 Cases”)
under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”) to be jointly administered. 
As part of the Chapter 11 Cases, the Debtors intend to file a
disclosure statement and related Plan, which will provide for, among other
things, certain distributions on account of the claims of the Lenders under the
Credit Agreement (the “Lender Claims”).


 


2.                                       Due Authority


 


Each
holder of Lender Claims identified as such on the signature page hereto
(such Lenders, the “Participating Lenders”) represents and warrants to
the Debtors that, as of the date hereof, (i) such Participating Lender
either (A) is the beneficial owner of the principal amount of Lender
Claims set forth below under its signature hereto, or (B) has investment
or voting discretion with respect to the principal amount of Lender Claims set
forth below under its signature and has the power and authority to bind the
beneficial owner(s) of such Lender Claims to the terms of this Agreement
and (ii) such Participating Lender has full power and authority to vote
and consent to matters concerning such Lender Claims and to exchange, assign
and transfer such Lender Claims.


 

















 


3.                                       Support for a Qualified Plan


 


Subject
to the terms and conditions hereof and for so long as its obligations hereunder
have not terminated as provided herein, each Participating Lender and, in the
case of the following clauses (a), (b) and (c), its affiliates,
subsidiaries, representatives, agents and employees (a) shall support and
take all reasonable actions to facilitate the solicitation, confirmation and
consummation of a Plan incorporating the terms and conditions set forth on Exhibit 1
annexed hereto (the “Restructuring Term Sheet”) and consistent in all
material respects with the Restructuring Term Sheet, as may be modified in
accordance with Section 9 hereof, and in form and substance reasonably
satisfactory to the Supermajority Participating Lenders(1) (a “Qualified
Plan”), including, as applicable, provided that such Participating Lender
has been properly solicited pursuant to Bankruptcy Code sections 1125 and 1126,
timely voting its Lender Claims to accept such plan, (b) will not object
to confirmation of, or vote its Lender Claims to reject, a Qualified Plan or
otherwise take any action or commence any proceeding to oppose or to seek any
modification of a Qualified Plan, the Disclosure Statement (as defined below)
related to a Qualified Plan, or any other reorganization documents containing
terms and conditions consistent in all material respects with the Restructuring
Term Sheet and this Agreement and (c) will not directly or indirectly
seek, solicit, support, encourage, vote its Lender Claims for, consent to, or
participate in the negotiation or formulation of (i) any plan of
reorganization, proposal, offer, dissolution, winding up, liquidation,
reorganization, merger, consolidation, business combination, joint venture,
partnership, sale of assets or restructuring for any of the Debtors (each, an “Alternative
Proposal”) other than a Qualified Plan or (ii) any other action that
is inconsistent with, or that would delay or obstruct the proposal,
solicitation, confirmation, or consummation of, a Qualified Plan.  Notwithstanding the foregoing, nothing in
this Agreement shall limit any Participating Lender’s rights under any
applicable bankruptcy, insolvency or similar proceeding (including, without
limitation, appearing as a party in interest in any matter to be adjudicated in
any case under the Bankruptcy Code concerning the Debtors) so long as the
exercise of such rights are not inconsistent with the Qualified Plan and are
not for the purpose of hindering, delaying or preventing the consummation of
the Qualified Plan.


 


Each Participating
Lender agrees to permit disclosure in the Disclosure Statement and any filings
by the Debtors with the Securities and Exchange Commission and any other
regulatory agency to which the Debtors may be subject of the contents of this
Agreement, including, but not limited to, the aggregate Lender Claims held by
all Lenders; provided that (i) the Debtors shall provide a draft of such
disclosure to the Participating Lenders and a reasonable amount of time to
review such draft prior to such disclosure being made and (ii) the Debtors
shall not disclose the amount of any individual Lender Claim, except as
otherwise required by applicable law.


 


4.                                       Transfer of Lender Claims


 


Each
Participating Lender agrees that so long as this Agreement has not been terminated
it shall not (a) grant any proxies to any person in connection with its
Lender Claims 


 






(1) For this Agreement “Supermajority
Participating Lenders” shall mean the Participating Lenders holding more than
60% of the Lender Claims bound under this Agreement.


 


2

















 


to vote on the Plan except as is consistent with the
intention of the Participating Lenders as set forth in this Agreement, or (b) sell,
transfer or otherwise dispose of its Lender Claims except in accordance with
the terms of the Credit Agreement and to a party that agrees in writing to be
subject to the terms and conditions of this Agreement as a “Participating
Lender”, which writing shall be in form and substance reasonably satisfactory
to the Administrative Agent and the Debtors. 
Each Participating Lender agrees to notify the Debtors in writing before
the close of two (2) business days after such transfer, sale or assignment
of its Lender Claims and to provide the Debtors with a signed agreement of the
transferee agreeing to be subject to the terms and conditions of this Agreement
before the close of two (2) business days after such transfer, sale or
assignment.  This Agreement shall in no
way be construed to preclude any Lender from acquiring additional Lender
Claims, which Lender Claims shall become subject to the terms hereof.  This Agreement shall in no way be construed
to (x) preclude any Lender from acquiring any other claims against the
Debtors or (y) restrict any Lender with respect to the voting of such
other claims either in connection with these Chapter 11 cases or otherwise.


 


5.                                       The Debtors’ Covenants


 


As
long as a Termination Event (as defined below) has not occurred, or has
occurred but has been duly waived in accordance with the terms hereof, the
Debtors, subject to Section 6(b) herein, shall use their commercially
reasonable efforts to:


 


(a)                                  file a disclosure statement in form and
substance reasonably satisfactory to the Supermajority Participating Lenders
(the “Disclosure Statement”) and prosecute its approval by the
Bankruptcy Court within the timeframe set forth herein;


 


(b)                                 implement all steps necessary or
appropriate to obtain from the Bankruptcy Court an order confirming a Qualified
Plan (the “Confirmation Order”) within the time frame set forth herein,
which Confirmation Order shall be in form and substance reasonably satisfactory
to the Supermajority Participating Lenders;


 


(c)                                  effectuate and consummate a Qualified
Plan within the timeframe set forth herein; and


 


(d)                                 take no action (directly or indirectly)
that is inconsistent with, or that would delay or otherwise impede approval of
the Disclosure Statement or a Qualified Plan or the expeditious confirmation
and consummation of a Qualified Plan.


 


(e)                                  None of the materials and information
provided by or on behalf of the Debtors to the Lenders or the Administrative
Agent in connection with the restructuring contemplated by this Agreement, when
read or considered together, contained or will contain any untrue statement of
a material fact or omitted or will omit to state a material fact necessary in
order to prevent the statements made therein from being materially misleading.


 


6.                                       Termination of Obligations


 


(a)                                  The obligations of a Participating Lender
under this Agreement shall immediately terminate and be of no further force and
effect on the date that is three business days following the occurrence of any
of the events listed below (each, a “Termination Event”)  


 


3

















 


unless no later than three business days following the
Termination Event the occurrence of such Termination Event is waived by the
Participating Lenders:


 


(i)                           the bankruptcy cases of the Debtors shall
not have been filed by June 17, 2009;


 


(ii)                        a Qualified Plan and the Disclosure
Statement shall not have been filed by August 15, 2009;


 


(iii)                     the Disclosure Statement shall not have
been approved by the Bankruptcy Court by October 15, 2009;


 


(iv)                    the Bankruptcy Court shall not have
entered the Confirmation Order by December 31, 2009;


 


(v)                       a Qualified Plan shall not have been
consummated by February 15, 2010;


 


(vi)                    the Debtors shall take any action
inconsistent with the Debtors’ covenants set forth in Section 5 above,
including without limitation (A) publicly announcing their intention not
to pursue a Qualified Plan or (B) proposing, accepting or filing a motion
with the Bankruptcy Court seeking approval of an Alternative Proposal;


 


(vii)                 (A) an examiner with expanded powers
or a trustee shall have been appointed in any of the Chapter 11 Cases, or (B) any
of the Chapter 11 Cases shall have been converted to a case under Chapter 7;


 


(viii)              any of the Chapter 11 Cases is dismissed;


 


(ix)                      a Confirmation Order is reversed on
appeal or vacated;


 


(x)                         the Bankruptcy Court does not enter, (i) within
five business days after the Petition Date, an interim order and, (ii) within
thirty days after the Petition Date, a final order, governing the use by the
Debtors of the Lenders’ cash collateral and granting adequate protection to the
Lenders, in form and substance reasonably satisfactory to the Administrative
Agent (collectively, the “Cash Collateral Orders”);


 


(xi)                      the occurrence of a termination event
under the Cash Collateral Orders, unless no later than three business days
following the termination event such termination event is waived pursuant to
the terms thereunder; or


 


(xii)                   there shall have occurred any event,
development or circumstance since the Petition Date (other than any event,
claim, or circumstance relating to the Chapter 11 Cases or the commencement
thereof) that shall have resulted or could reasonably be expected to result in
a material adverse change in the business, condition (financial or otherwise),
income, operations or prospects of the Debtors.


 


4

















 


(b)                                 Notwithstanding anything to the contrary
contained in this Agreement, (i) the Debtors may furnish or cause to be
furnished information concerning SFI and its subsidiaries and affiliates to a
party (an “Alternative Proposal Proponent”) that SFI’s board of
directors (the “Board”) believes in good faith has expressed an
unsolicited legitimate interest in, and has the financial wherewithal to
consummate, an Alternative Proposal on terms, including confidentiality terms,
approved by the Board, (ii) the Debtors shall deliver to the
Administrative Agent any proposal or offer for an Alternative Proposal received
from an Alternative Proposal Proponent promptly following receipt thereof and (iii) promptly
following the good faith determination by SFI and the Board that such a
proposal or offer for an Alternative Proposal is likely to be more favorable to
the Debtors’ estates and their creditors and other parties to whom the Debtors
owe fiduciary duties than is proposed under the Restructuring Term Sheet,
taking into account, among other factors, the identity of the Alternative
Proposal Proponent, the likelihood that any such Alternative Proposal will be
negotiated to finality within a reasonable time, the litigation risks
associated with obtaining Bankruptcy Court approval of the Alternative Proposal
and the potential loss to the Debtors’ estates and their creditors and other
parties to whom the Debtors owe fiduciary duties if any such Alternative
Proposal is not consummated, the Debtors shall notify the Participating Lenders
of such determination and, unless within ten (10) business days of such
notification the Participating Lenders have agreed to a modification of the
Restructuring Term Sheet that would provide comparable treatment to the Debtors’
estates and their creditors and other parties to whom the Debtors owe fiduciary
duties as provided by the Alternative Proposal, either of the Debtors or any
Participating Lender may terminate its obligations under this Agreement by
written notice to the Administrative Agent. 
Nothing in this Section 6(b) shall obligate any Participating
Lender to agree to any Alternative Proposal or to any modification of the
Restructuring Term Sheet.


 


(c)                                  Upon termination of this Agreement, each
Participating Lender shall be released from its commitments, undertakings and
agreements under or related to this Agreement and shall have the rights and
remedies that it would have had and shall be entitled to take all actions that
it would have been entitled to take had it not entered into this
Agreement.  Upon the occurrence of any
termination of this Agreement any and all votes delivered by a Participating
Lender prior to such termination shall be deemed, for all purposes, to be null
and void from the first instance and shall not be considered or otherwise used
in any manner by the Debtors.


 


7.                                       Specific Performance


 


It is
understood and agreed by the parties that money damages would not be a
sufficient remedy for any breach of this Agreement by any party and each non-breaching
party shall be entitled to seek specific performance and injunctive or other
equitable relief, including attorneys fees and costs, as a remedy of any such
breach, and each party agrees to waive any requirement for the securing or
posting of a bond in connection with such remedy.


 


8.                                       Prior Negotiations


 


This
Agreement supersedes all prior negotiations, and documents reflecting such
prior negotiations, between and among the Debtors and the Lenders (and their
respective advisors), with respect to the subject matter hereof.


 


5

















 


9.                                       Amendments


 


No
amendment, modification, waiver or other supplement of the terms of this
Agreement or the Restructuring Term Sheet shall be valid unless such amendment,
modification, waiver or other supplement is in writing and has been signed by
the Debtors and the Supermajority Participating Lenders, provided, however,
(a) the written consent of each Participating Lender shall be required for
any amendment, modification, waiver or other supplement of this Agreement or
the Restructuring Term Sheet, as the case may be, that (i) effects
non-ratable or otherwise disparate treatment of funded Lender Claims, (ii) amends
or modifies in any way the definition of Conflicted Lender (as defined below)
as used in this Agreement or (iii) effects a material and adverse change
to the treatment of the Lender Claims from that reflected in the Restructuring
Term Sheet as of the date hereof and (b) a Conflicted Lender shall have no
vote on any matter herein and its Lender Claims will not count for any purposes
in calculating Supermajority Participating Lenders or whether all Participating
Lenders have consented as required by the preceding clause (a).


 


“Conflicted
Lender” shall be any Lender that, as of any date of determination, holds
nominal claims against (i) SFI, and/or (ii) SFO that (determined on a
percentage basis of the total bond claims against SFI or SFO, as applicable),
individually or in the aggregate, exceed 50% of its nominal Lender Claims
(determined on a percentage basis of the total Lender Claims of all
Lenders).  By way of example, if a Lender
held 30% of the aggregate Lender Claims, it would be a Conflicted Lender if it
held more than 15% of either the bond claims against SFI or SFO or the combined
bond claims against SFI and SFO.


 


For
the purposes hereof, immaterial changes to the Restructuring Term Sheet shall
not constitute a modification or amendment thereof or of this Agreement.


 


10.                                 Independent Analysis


 


Each
Participating Lender hereby confirms that it has made its own decision to
execute this Agreement based upon its own independent assessment of documents
and information available to it, as it deemed appropriate.


 


11.                                 Governing Law


 


This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York.  By its
execution and delivery of this Agreement, each of the parties hereto hereby
irrevocably and unconditionally agrees for itself that any legal action, suit
or proceeding against it with respect to any matter under or arising out of or
in connection with this Agreement or for recognition or enforcement of any
judgment rendered in any such action, suit or proceeding, may be brought in
either a state or federal court of competent jurisdiction in the State of New
York.  By execution and delivery of this
Agreement, each of the parties hereto hereby irrevocably accepts and submits
itself to the nonexclusive jurisdiction of each such court, generally and
unconditionally, with respect to any such action, suit or proceeding.  Notwithstanding the foregoing consent to
jurisdiction in either a state or federal court of competent jurisdiction in
the State of New York, upon the commencement of the Chapter 11 Cases, each of
the parties hereto hereby agrees that, if the petitions have been filed 


 


6

















 


and the Chapter 11 Cases are pending, the Bankruptcy
Court shall have exclusive jurisdiction of all matters arising out of or in
connection with this Agreement.


 


12.                                 Effective Date


 


This
Agreement shall become effective when the Debtors have received counterparts
hereof duly executed and delivered by the Debtors and each member of the
steering committee of Lenders party to the Credit Agreement (the “Effective
Date”).


 


Upon
the Effective Date, the Restructuring Term Sheet shall be deemed effective for
purposes of this Agreement and thereafter the terms and conditions therein may
only be amended, modified, waived or otherwise supplemented as set forth in Section 9
above.


 


13.                                 Third-Party Beneficiary


 


This
Agreement is intended for the benefit of the parties hereto and no other person
shall have any rights hereunder.


 


14.                                 Counterparts


 


This
Agreement may be executed in several counterparts, each of which shall be
deemed to be an original, and all of which together shall be deemed to be one
and the same agreement.  Execution copies
of this agreement may be delivered by facsimile or otherwise, which shall be
deemed to be an original for the purposes of this paragraph.


 


15.                                 Headings


 


The
section headings of this Agreement are for convenience of reference only and
shall not, for any purpose, be deemed a part of this Agreement.


 


16.                                 Acknowledgment


 


This
Agreement is not and shall not be deemed to be a solicitation of consents to
the Plan.  The acceptance of the Lenders
will not be solicited until the Lenders have received the Disclosure Statement
and related ballot, as approved by the Bankruptcy Court.


 


17.                                 Settlement Discussions


 


This
Agreement and the Restructuring Term Sheet are part of a proposed settlement of
matters that could otherwise be the subject of litigation among the parties
hereto. Nothing herein shall be deemed an admission of any kind.  Pursuant to Federal Rule of Evidence 408
and any applicable state rules of evidence, this Agreement and all
negotiations relating thereto shall not be admissible into evidence in any
proceeding other than a proceeding to enforce the terms of this Agreement.


 


7

















 


18.                                 No Waiver of Participation and
Preservation of Rights


 


Except
as expressly provided in this Agreement, nothing herein is intended to, does or
shall be deemed in any manner to waive, limit, impair or restrict the ability
of each of the Lenders to protect and preserve its rights, remedies and
interests, including, but not limited to, its claims against any of the
Debtors, any liens or security interests it may have in any assets of any of
the Debtors, or its full participation in the Chapter 11 Cases.  Without limiting the foregoing sentence in any way, if the transactions contemplated
by this Agreement or otherwise set forth in a Qualified Plan are not
consummated as provided herein, if a Termination Event occurs, or if this
Agreement is otherwise terminated for any reason, the parties hereto each fully
reserve any and all of their respective rights, remedies and interests.


 


8

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their respective duly authorized officers, solely in their
respective capacity as officers of the undersigned and not in any other
capacity, as of the date first set forth above.


 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS THEME PARKS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Astroworld GP  LLC 

  
	
   

  	
  Astroworld
  LP 

  
	
   

  	
  Astroworld
  LP LLC 

  
	
   

  	
  Fiesta
  Texas Inc.

  
	
   

  	
  Funtime, Inc.

  
	
   

  	
  Funtime
  Parks, Inc.

  
	
   

  	
  Great
  America LLC

  
	
   

  	
  Great
  Escape Holding Inc. 

  
	
   

  	
  Great
  Escape Rides L.P.

  
	
   

  	
  Great
  Escape Theme Park L.P.  

  
	
   

  	
  Hurricane
  Harbor GP LLC 

  
	
   

  	
  Hurricane
  Harbor LP 

  
	
   

  	
  Hurricane
  Harbor LP LLC 

  
	
   

  	
  KKI,
  LLC

  
	
   

  	
  Magic
  Mountain LLC 

  
	
   

  	
  Park
  Management Corp.

  
	
   

  	
  PP
  Data Services Inc.

  
	
   

  	
  Premier
  International Holdings Inc. 

  
	
   

  	
  Premier
  Parks of Colorado Inc.

  
	
   

  	
   

  



 


[Signature Page Plan Support Agreement]


 

















 


	
   

  	
  Premier
  Parks Holdings Inc.

  
	
   

  	
  Premier
  Waterworld Sacramento Inc. 

  
	
   

  	
  Riverside
  Park Enterprises Inc.

  
	
   

  	
  SF HWP
  Management LLC

  
	
   

  	
  SFJ
  Management Inc. 

  
	
   

  	
  SFRCC
  Corp.

  
	
   

  	
  Six
  Flags Inc.

  
	
   

  	
  Six
  Flags America LP 

  
	
   

  	
  Six
  Flags America Property Corporation 

  
	
   

  	
  Six
  Flags Great Adventure LLC 

  
	
   

  	
  Six
  Flags Great Escape L.P.

  
	
   

  	
  Six
  Flags Operations Inc. 

  
	
   

  	
  Six
  Flags Services Inc.

  
	
   

  	
  Six
  Flags Services of Illinois, Inc.

  
	
   

  	
  Six Flags St. Louis LLC 

  
	
   

  	
  Six
  Flags Theme Parks Inc.

  
	
   

  	
  South
  Street Holdings LLC

  
	
   

  	
  Stuart
  Amusement Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED BY EACH OF THE FOLLOWING LENDERS

  	
   

  	
   

  



 
















 


JPMORGAN CHASE BANK, N.A.


 


	
  Claims under the Credit
  Agreement:

  	
  $47,500,000

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  4.279%

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Alex Goldenberg

  	
   

  	
   

  
	
   

  	
  Name:  Alex Goldenberg

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


BEACH
POINT CAPITAL MANAGEMENT LP 


 


on behalf of each of the
funds and accounts it manages or advises,


 


on a several but not
joint basis, that are beneficial owners of the


 


amount of Lender Claims
set forth below (“Beach Point”)


 


	
  Principal
  amount of Lender Claims under the Credit Agreement:

  	
  $58,607,384.79
  (*)

  
	
   

  	
   

  
	
  Pro
  Rata Percentage:

  	
  5.279%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Scott M. Klein

  	
   

  	
   

  
	
   

  	
  Name:  Scott M. Klein

  	
   

  
	
   

  	
  Title:  Managing Partner

  	
   

  
				



 






(*)
The amount set forth above excludes $15,000,000 of Lender Claims that may be
listed as being beneficially owned by Beach Point but that are subject to
assignment agreements entered into prior to the date hereof that have yet to
settle.  Such $15,000,000 and the
assignee(s) are not subject to this agreement.


 


[Signature Page Plan Support Agreement]


 

















 


	
  DK Acquisition Partners, L.P.

  	
   

  
	
   

  	
   

  
	
  Claims
  under the Credit Agreement:

  	
  $108mm

  
	
   

  	
   

  
	
  Pro
  Rata Percentage:

  	
  10%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Conor Bastable

  	
   

  	
   

  
	
  Name:  Conor Bastable

  	
   

  
	
  Title:  Managing Member

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  Eaton
  Vance Management &

  	
   

  
	
  Boston
  Management and Research 

  	
   

  
	
  As
  investment Advisor 

  	
   

  
	
   

  	
   

  
	
  Claims
  under the Credit Agreement:

  	
    $50,178,986.51

  
	
   

  	
   

  
	
  Pro Rata percentage: 

  	
    .06008860

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
  On behalf of:

  
	
   

  	
  The Norinchukin Bank, New York
  Branch

  
	
   

  	
  Big Sky III Senior Loan Trust

  
	
  By:

  	
  /s/
  Craig P. Russ

  	
   

  	
  Eaton Vance CDO IX Ltd.

  
	
  Name:  Craig P. Russ

  	
  Eaton
  Vance Senior Floating-Rate Trust

  
	
  Title:  Vice President

  	
  Eaton
  Vance Floating-Rate Income Trust

  
	
   

  	
   

  	
  Eaton Vance Loan Opportunities
  Fund

  
	
   

  	
   

  	
  Eaton Vance Medallion
  Floating-Rate Income Portfolio 

  
	
   

  	
   

  	
  Eaton
  Vance Senior Income Trust

  
	
   

  	
   

  	
  Eaton
  Vance Short Duration Diversified Income Fund

  
	
   

  	
   

  	
  Eaton
  Vance Institutional Senior Loan Fund

  
	
   

  	
   

  	
  Eaton
  Vance Limited Duration Income Fund

  
	
   

  	
   

  	
  Grayson &
  Co

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Senior
  Debt Portfolio

  
	
   

  	
   

  	
  Eaton
  Vance VT Floating-Rate Income Fund

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  SANKATY ADVISORS, LLC

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $12.91mm

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  1.2%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Jeff Hawkins

  	
   

  	
   

  
	
  Name:  Jeff Hawkins

  	
   

  
	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  SPCP GROUP, LLC

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $118,333,333.33

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  10.66%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Michael A. Gatto

  	
   

  	
   

  
	
  Name:  Michael A. Gatto

  	
   

  
	
  Title:  Authorized Signatory

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  Grand Central Asset Trust, SIL
  Series

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $63,166,666.67

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  5.69%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Malia Baynes

  	
   

  	
   

  
	
  Name:  Malia Baynes

  	
   

  
	
  Title:  Attorney-in-Fact

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  TACONIC MARKET DISLOCATION
  MASTER FUND II L.P.

  	
   

  
	
  By:  Taconic Capital Advisors L.P., its
  investment advisor

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $676,691.00

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  0.08%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Josh Miller

  	
   

  	
   

  
	
  Name:  Josh Miller

  	
   

  
	
  Title:  Principal

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  TACONIC MARKET DISLOCATION FUND
  II L.P.

  	
   

  
	
  By:  Taconic Capital Advisors L.P., its
  investment advisor

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $2,909,375.00

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  0.35%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Josh Miller

  	
   

  	
   

  
	
  Name:  Josh Miller

  	
   

  
	
  Title:  Principal

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


	
  TACONIC CAPITAL PARTNERS 1.5
  L.P.

  	
   

  
	
  By:  Taconic Capital Advisors L.P., its
  investment advisor

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $28,426,697.00

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  3.40%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Josh Miller

  	
   

  	
   

  
	
  Name:  Josh Miller

  	
   

  
	
  Title:  Principal

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 
















 


	
  TACONIC OPPORTUNITY FUND L.P.

  	
   

  
	
  By:  Taconic Capital Advisors L.P., its
  investment advisor

  	
   

  
	
   

  	
   

  
	
  Claims under the Credit
  Agreement:

  	
  $36,775,469.00

  
	
   

  	
   

  
	
  Pro Rata Percentage:

  	
  4.40%

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorized Signatory:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Josh Miller

  	
   

  	
   

  
	
  Name:  Josh Miller

  	
   

  
	
  Title:  Principal

  	
   

  
				



 


[Signature Page Plan Support Agreement]


 

















 


EXHIBIT 1


 






 


SIX
FLAGS INC.

SIX FLAGS OPERATIONS, INC. 

SIX FLAGS THEME PARKS, INC.


 


RESTRUCTURING
TERM SHEET








 


THIS TERM SHEET IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY
SECURITIES OF SIX FLAGS OR ITS SUBSIDIARIES OR A SOLICITATION OF ACCEPTANCES OF
A CHAPTER 11 PLAN.  ANY SUCH OFFER OR
SOLICITATION SHALL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS
OF THE BANKRUPTCY CODE.


 


THIS TERM SHEET IS PROVIDED IN CONFIDENCE AND
MAY NOT BE DISTRIBUTED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE STEERING
COMMITTEE LENDERS (AS DEFINED BELOW). 
THIS TERM SHEET IS A SETTLEMENT PROPOSAL IN FURTHERANCE OF SETTLEMENT
DISCUSSIONS AND IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND
ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF
CONFIDENTIAL SETTLEMENT DISCUSSIONS.


 


THIS TERM SHEET IS SUBJECT TO ONGOING REVIEW AND APPROVAL BY, AND IS
NOT BINDING UPON, THE PREPETITION CREDIT AGREEMENT LENDERS AND THE PREPETITION
ADMINISTRATIVE AGENT, IS SUBJECT TO MATERIAL CHANGE AND IS BEING DISTRIBUTED
FOR DISCUSSION PURPOSES ONLY.


 


1.                                       Summary of Transaction.  This term sheet (this “Term Sheet”)
describes a proposed
restructuring (the “Restructuring”) for Six Flags, Inc. (“SFI”), Six Flags
Operations, Inc. (“SFO”) and Six Flags Theme Parks, Inc. (“SFTP”)
and certain of SFTP’s domestic subsidiaries (the “SFTP Subsidiaries”; together with SFI, SFO and SFTP, the “Debtors”) pursuant to joint plans of reorganization
(collectively, the “Plan”) which would be filed by the Debtors in connection
with a contemplated chapter 11 filing. 
Subject to the satisfaction or waiver of the conditions described below,
the Restructuring described herein is supported by the steering committee of
lenders (the “Steering Committee Lenders”)(1) party to the Second Amended and Restated
Credit Agreement dated as of May 25, 2007 (as amended, the “Credit
Agreement”) among
SFI, SFO and SFTP, JPMorgan Chase Bank N.A., as administrative agent (the “Agent”), the Steering Committee Lenders and the
other lenders parties thereto (collectively, the “Lenders”).  This Term Sheet does not include a
description of all of the terms, conditions 


 






(1) The Steering Committee Lenders are JPMorgan, Beach Point Capital,
Davidson Kempner Capital Management LLC, Eaton Vance Management, Sankaty
Advisors LLC, Taconic Capital Advisors and Silver Point Capital, L.P.


 

















 


and other provisions that are to be contained in the
Plan and the related definitive documentation governing the Restructuring.


 


The
Plan will provide for the restructuring of the Debtors’ balance sheets.  Except for the Credit Agreement obligations
(and swap obligations secured ratably therewith, collectively the “Credit
Agreement Obligations”), all claims against or interests in SFTP and the
SFTP Subsidiaries (collectively, the “SFTP Debtors”) will be unimpaired.  The Credit Agreement Obligations will be
impaired and each holder thereof will receive distributions equal to its Credit
Agreement Obligations claims comprised of its ratable share of the New Term
Loans (as defined below) and shares of New Common Stock (as defined below) for
the balance of such claims.  SFO will
retain its equity in SFTP and the holders of SFO general unsecured claims, including
the SFO Notes,(2) shall receive, in the aggregate, shares of New Common
Stock having a value equal to the residual enterprise value of the SFTP Debtors
after satisfaction in full of the claims against them (including the Credit
Agreement Obligations).  SFI shall retain
its equity interests in SFO and holders of general unsecured claims against
SFI, including the SFI Notes(3) and the SFO Notes (on account of their
guarantee claim), shall receive, in the aggregate, shares of New Common Stock
having a value equal to the residual enterprise value of SFI’s direct and
indirect interests in Six Flags Over Georgia and Six Flags Over Texas
(collectively the “Partnership Parks”).


 


2.                                       Chapter 11 Financing


 


(a)                                  Use of
Cash Collateral.  The Debtors shall be permitted to use the
Lenders’ cash collateral on a consensual basis on the following key terms:


 


(i)                                     Provision of adequate protection to the
Lenders in the form of (i) to the extent of any diminution in value, superpriority
claims under Bankruptcy Code section 364(c)(1) and 507(b), with priority
over all other administrative claims, and replacement liens on all  property
of SFO and the SFTP Debtors with a first priority on any unencumbered property
and priming the collateral securing the Credit Agreement Obligations, (ii) monthly
payment of an amount equal to interest accrued on the Credit Agreement
Obligations at the non-default LIBOR-based rates set forth in the Credit 


 






(2) “SFO Notes” refers to the $400 million
aggregate principal amount of senior unsecured notes (plus accrued and unpaid
interest) comprising of the unsecured 12.25% senior notes due 2016 issued
pursuant to that certain Indenture dated as of June 16, 2008, among SFO,
SFI and HSBC Bank USA, National Association.


 


(3) “SFI Notes” refers to the approximately
$868 million aggregate principal amount (plus accrued and unpaid interest) of
the following senior unsecured notes: (a) the unsecured 8.875% senior
notes due 2010 issued pursuant to that certain Indenture dated as of February 11,
2002, between SFI and The Bank of New York (“BONY”), (b) the unsecured
9.75% senior notes due 2013 issued pursuant to that certain Indenture dated as
of April 13, 2003, between SFI and BONY, (c) the unsecured 9.625%
senior notes due 2014 issued pursuant to that certain Indenture dated as of December 5,
2008, between SFI and BONY, and (d) the unsecured 4.5% convertible senior
notes due 2015 issued pursuant to that certain Indenture dated as of November 19,
2004, between SFI and BONY.


 


 


2

















 


Agreement (with an
additional 2% in respect of default interest accruing) and (iii) the
prompt payment, following submission of invoices, of agency fees, letter of
credit fees, and fees and expenses of counsel and financial advisors to the
Agent


 


(ii)                                  The Debtors’ diligent prosecution of the
Restructuring described herein (and not supporting an alternative
restructuring)


 


(iii)                               Additional reasonable covenants regarding
use of cash collateral outside the ordinary course of business acceptable to
the Lender Steering Committee.


 


(b)                                  Letters
of Credit; New Money LC Facility/DIP Financing. 
Subject to approval of the Required Lenders, the Debtors shall have the
ability to renew and/or extend the maturity date of existing letters
of credit prior to the Effective Date (as defined below) without any increase
in the amount available to be drawn thereunder. 
Debtors shall have the ability to obtain a post-petition bilateral
letter of credit facility in an amount to be agreed (secured solely by cash collateral)
to address post-filing incremental letter of credit requirements.


 


3.                                       Reorganized Company
Capital Structure.


 


(a)                                  Post-Emergence
Working Capital Facility.  On the
effective date of the Plan (the “Effective Date”), the Debtors shall
obtain a new four-year secured revolving or  multi-draw term
credit facility in an amount of $150 million (the “New Revolver”).  The New Revolver shall be secured by first
liens on substantially all of the assets of the Debtors, with such liens being
pari passu with the liens securing the New Term Loans but with the New Revolver
ranking as “first out” in the payment waterfall relative to the New Term Loans,
including without limitation, the right to receive upon the occurrence and
continuation of an event of default, 100% of all cash flows until the New
Revolver is paid in full.  The New
Revolver shall otherwise have terms acceptable to the Debtors, the Steering
Committee Lenders and the providers of such New Revolver, including an annual
clean-up requirement.  In addition the
New Revolver shall have the following material terms:


 


·                                     4 year maturity


·                                     Interest at LIBOR + 5.00%, with a LIBOR
floor of 2.50%


·                                     5.00% upfront fee, payable in cash on the
closing date


 


3

















 


·                                     Undrawn line fee of 1.50%


·                                     Usual and
customary affirmative and negative covenants to be negotiated


 


(b)                                  New Term
Loans.  Reorganized SFTP shall enter into a new
$600 million secured term loan agreement (the “New Term Loans”), which
shall be guaranteed by SFI, SFO and the SFTP Subsidiaries and have the
following material terms and conditions:


 


·                                     5 year maturity


·                                     Interest at LIBOR + 7.00%, with a
LIBOR floor of 2.50%; provided that prior to the second anniversary of
the Effective Date, 1.50% of such interest may, at the Debtors’ option, be paid
in kind with any such paid in kind interest to be added to principal and deemed
additional New Term Loans


·                                     Call protection as follows: year 1 —
103%; year 2 — 101.5%; thereafter — par


·                                     Secured by
first liens on substantially all assets, with such liens being pari passu with
the New Revolver but with the New Term Loans ranking “last out” relative to the
New Revolver in payment waterfall(4)


·                                     Usual and
customary financial covenants, including leverage covenants to be negotiated by
the parties, minimum interest coverage and maximum capital expenditures, in
each case, measured from SFI down


·                                     Usual and
customary affirmative and negative covenants (that would be binding on SFI),
including, without limitation, limitations on indebtedness, liens, restricted
payments, asset dispositions and investments, in each case with baskets and
allowances to be negotiated, including permission for SFI to incur up to $150
million in unsecured indebtedness to finance future Partnership Park “liquidity
put” obligations on terms and conditions acceptable to the Lender Steering
Committee.  The amount of SFTP cash flow
available for all Partnership Park-related obligations, including “liquidity
put” obligations, debt service and amortization, will be subject to a cap to be
agreed.


 






(4) Traditional first lien/second lien structure could be
considered if necessary to raise New Revolver.


 


4

















 


(c)                                  New
Common Stock.  Subject to the right of the stockholders to amend
the certificate of incorporation, reorganized SFI shall issue a single class of
common stock (the “New Common Stock”) on the Effective Date of the Plan
of Reorganization (the “Effective Date”), which stock shall be deemed
fully paid and non-assessable.  All New
Common Stock issued will be subject to dilution from the exercises of options
and/or the granting of restricted stock in connection with the Long Term
Incentive Plan (as
defined below).


 


(d)                                  Options / Restricted Stock.  There shall be allocated sufficient shares of New
Common Stock to provide the Long Term Incentive Plan (as defined below).


 


4.                                       Plan
Distributions/Treatment.


 


(a)                                  SFTP Debtors.


 


(i)                                     The Credit Agreement Obligations shall be
paid in full by distribution of New Term Loans and shares of New Common Stock
having a value equal to the balance of such claim and representing 92% of the
issued and outstanding New Common Stock.


 


(ii)                                  All other creditors and interest holders
of the SFTP Debtors shall be unimpaired and the Plan shall not alter such
creditors and interest holders’ legal, equitable or contractual rights.  Each such claim shall be paid in full in cash
on the later to occur of the Effective Date and the date on which such claim
becomes due and payable.


 


(b)                                  SFO.  Each holder of a claim against SFO (other than the
claim on account of SFO’s guarantee of the Credit Agreement Obligations) shall
receive shares of New Common Stock having a value equal to the residual
enterprise value of the SFTP Debtors after satisfaction in full of the claims
against them (including the Credit Agreement Obligations) and representing 7%
of issued and outstanding New Common Stock.


 


(c)                                  SFI.  Holders of general unsecured claims against SFI,
including the SFI Notes and the SFO Notes (on account of their guarantee claim)
shall receive, in the aggregate, shares of New Common Stock having a value
equal to the residual enterprise value of SFI’s direct and indirect interests
in the Partnership Parks and representing 1% of issued and outstanding New
Common Stock.


 


5

















 


(d)                                  Other Distributions.


 


(i)                                   Each holder of an allowed administrative
claim, including claims of the type described in section 503(b)(9) of the
Bankruptcy Code, shall receive payment in full (in cash) of the unpaid portion
of its allowed administrative claim on the Effective Date or as soon thereafter
as practicable (or, if payment is not then due, shall be paid in
accordance with its terms) or pursuant to such other terms as may be agreed to
by the holder of such claim and the Debtors.


 


(ii)                                Allowed secured tax claims and allowed
other secured claims shall be unimpaired.


 


(iii)                             Intercompany claims will be (at the
election of the Debtor or Reorganized Debtor holding such claim and with the
consent of the Steering Committee Lenders) (1) released, waived and
discharged as of the Effective Date, (2) contributed to the capital of the
obligor corporation, (3) dividended or (4) remain unimpaired.


 


(iv)                              Holders of the existing equity interests
in SFI (both preferred and common) (collectively, “Old Interests”) shall
receive no recovery.  Such Old Interests
shall include any options, warrants or other agreements to acquire or be issued
any Old Interests (whether or not arising under or in connection with any
employment agreement), including without limitation, any claim against the
Debtors that is subordinated pursuant to section 510(b) of the Bankruptcy
Code, which shall include any claim arising from the rescission of a purchase
or sale of any equity interest, any claim for damages arising from the purchase
or sale of any equity interest, or any claim for reimbursement, contribution or
indemnification for such claim.


 


5.                                       Other Plan Provisions/Means for
Implementation.


 


(a)                                  Board of Directors of Reorganized SFI.  Reorganized Six Flags shall have an eleven-person
board of directors (the “Board”), seven of whom shall be selected by the
Steering Committee Lenders (it being understood that the Steering
Committee Lenders shall consider Robert McGuire and Perry Rogers among the candidates
for such Board seats), one of whom shall be the CEO and three of whom shall be
the following three current directors: Daniel M. Snyder, Mark Jennings and
Dwight Schar.  Mr. Snyder will be
designated Chairman.  All directors shall
stand for election annually.


 


6

















 


(b)                                  Retention
of Senior Management.  The Steering Committee Lenders support
the retention of the following executives (“Management”):  (i) Mark Shapiro, President and Chief
Executive Officer; (ii) Jeffrey R. Speed, Executive Vice President and
Chief Financial Officer; (iii) Louis Koskovolis, Executive Vice President,
Corporate Alliances-Sponsorship; (iv) Mark Quenzel, Executive Vice
President, Park Strategy and Management; (v) Andrew M. Schleimer,
Executive Vice President, Strategic Development and In-Park Services; (vi) Michael
Antinoro, Executive Vice President, Entertainment and Marketing and (vii) James
Coughlin, General Counsel.  All existing
executive employment agreements for Management will be assumed in accordance
with their terms; provided that any provisions in such employment agreements
providing for Old Interests in SFI shall not be assumed and shall be treated
under Section 4(d)(iv) above; provided  further that the
provisions regarding a
change of control in Mr. Shapiro’s employment agreement shall be clarified
so as to (i) exclude from the definition of “Change in Control”:  (a) the Chapter 11 cases and the
occurrence of the Effective Date and (b) the replacement of any current directors
with directors appointed by the Steering Committee Lenders, (ii) modify
the definition of “Significant Change in Board Composition” so that it is
triggered only by the failure of more than one of Mark Shapiro, Daniel M.
Snyder, Mark Jennings and Dwight Schar, or their respective successors, to be a
“Continuing Director” and (iii) exclude the Lenders from the definition of “person” to the extent that the Lenders, as a
collective, could be deemed to be acting as a “group” for the purposes of the
Securities Exchange Act of 1934;  provided  further that cash severance for Mr. Shapiro
shall be limited to three years base salary plus bonus.


 


(c)                                  Long
Term Incentive Plan.  The Reorganized Debtors shall implement a
management incentive plan for Management, selected employees and directors of
Reorganized SFI, providing incentive compensation in the form of stock options
and/or restricted stock in the Reorganized Company equal to 10% of the equity
in SFI, on a fully diluted basis (the “Long Term Incentive Plan”).  The Long Term Incentive Plan shall be
effective as of the Effective Date and shall be subject to such terms and
conditions as the Debtors and the Steering Committee Lenders shall mutually
agree.  Immediately following the
Effective Date, the aggregate allocations to Management under the Long Term
Incentive Plan shall consist of 3.75% of the equity of SFI on a fully diluted
basis in the form of restricted stock and 3.75% of the equity of SFI on a fully
diluted basis in the form of options. 
Such stock and options shall be allocated to the members of Management
consistent with their respective employment agreements.  Any additional allocations 


 


7

















 


following the
Effective Date shall be determined by the Board, provided  that Management shall not be able
to participate therein for the year following the Effective Date absent full
Board approval.


 


(d)                                  Releases,
Indemnification and D&O Insurance.  The Plans shall provide for general
mutual releases and exculpation by the Debtors, the estates and the reorganized
Debtors for the benefit of (1) all individuals serving as directors and
officers of the Debtors as of the Effective Date, (2) the Agent and the
Lenders, and (3) the advisors, attorneys and consultants to each of the
foregoing.  The terms of such general
mutual releases and exculpation shall be in form and substance customary for
transactions of this type and mutually agreed to.  In addition, the reorganized Debtors shall
assume all existing indemnification obligations of the Debtors in favor of the
directors and officers described in clause (1) above (whether in the
Debtors’ bylaws, contracts or otherwise), and the Plan shall include
provisions for the purchase of director and officer liability insurance for the
directors and officers of the Reorganized Debtors (in form and substance
satisfactory to the Directors of the Reorganized Debtors).


 


(e)                                  Charter; Bylaws.  The charter and bylaws of each of the Debtors shall
have been restated in a manner reasonably satisfactory to the Steering
Committee Lenders and consistent with section 1123(a)(6) of the
Bankruptcy Code.


 


(f)                                    Tax
Issues.  The terms of the Plan and the restructuring
contemplated by this Term Sheet shall be structured to preserve favorable tax
attributes of the Debtors to the extent reasonably practicable.  The Debtors shall consult with the Steering
Committee Lenders on tax issues and matters of tax structure relating to the
Plan and the restructuring contemplated by this Term Sheet.


 


(g)                                 Executory
Contracts.  The assumption or rejection of any material contract,
(a “Park”)(5) and the Time Warner license agreement, shall 


 






(5) The Parks include Six Flags America, Largo,
Maryland, Six Flags Discovery Kingdom, Vallejo, California, Six Flags Fiesta
Texas, San Antonio, Texas, Six Flags Great Adventure, Hurricane Harbor &
Wild Safari, Jackson, New Jersey, Six Flags Great America, Gurnee,
Illinois, Six Flags Hurricane Harbor, Arlington, Texas, Six Flags Hurricane
Harbor, Valencia, California, Six Flags Kentucky Kingdom, Louisville, Kentucky,
Six Flags Magic Mountain, Valencia, California, Six Flags Mexico, Mexico City,
Mexico, Six Flags New England, Agawam, Massachusetts, Six Flags New Orleans,
New Orleans, Louisiana, Six Flags St. Louis, Eureka, Missouri, Six Flags White
Water Atlanta, Marietta, Georgia, La Ronde, Montreal, Canada, The Great Escape,
Lake George, New York and the Partnership Parks.


 


8

















 


be subject to the
prior approval of the Steering Committee Lenders.


 


6.                                       Conditions Precedent. 
The support of the Steering Committee Lenders for the Restructuring
described herein is subject to the satisfaction (in their sole discretion) of
the following conditions:


 


(a)                                  Due Diligence.  The Steering Committee Lenders’ satisfaction with the
results of ongoing due diligence investigations regarding the business,
operations, assets, liabilities, condition (financial or otherwise) or
prospects of the Debtors.


 


(b)                                  Partnership
Parks; IP Issues.  Arrangements satisfactory to the Steering Committee
Lenders regarding (i) ongoing investments in, and third party financing of
future liquidity puts relating to, the Partnership Parks and (ii) the
Debtors continued access to the intellectual property currently used in the
business or satisfaction with strategies for the de-theming and re-theming of
the Parks including all costs associated therewith.


 


(c)                                  New
Orleans Park.  Claims relating to the New Orleans park shall not
exceed an amount acceptable to the Steering Committee Lenders.


 


(d)                                  Limit on Non-Trade SFTP Claims.  Allowed claims (other than trade claims incurred in
the ordinary course of business) against the SFTP Debtors shall not exceed an
amount acceptable to the Steering Committee Lenders.


 


(e)                                  Documentation.  The Plan, including any amendments,
modifications or supplements thereto, and all other documentation contemplated
by this Restructuring shall be acceptable to the Steering Committee Lenders.


 


(f)                                    Confirmation Order.  Entry of an order confirming the Plan in
form and substance satisfactory to the Steering Committee Lenders.


 


(g)                                 No MAE.  There shall not have occurred any event,
development or circumstance since the petition date (other than any event,
claim, or circumstance relating to the Chapter 11 cases or the commencement
thereof) that shall have resulted or could reasonably be expected to result in
a material adverse change in the business, condition (financial or otherwise),
income, operations or prospects of the Debtors.


 


(h)                                 No Force Majeure.  There shall not have occurred a force
majeure event (to be defined as a significant global disruption in the
financial markets caused by outbreak of war, terrorism, or other incidents, but
not adverse changes in the financial, banking or capital markets generally).


 


9