Exhibit 10.2


 


GUARANTEE AGREEMENT


 


GUARANTEE AGREEMENT, dated
as of May 15, 2009 (this “Guarantee”),
made by SIX FLAGS, INC., a Delaware corporation (“SFI”),
SIX FLAGS OPERATIONS INC., a Delaware corporation (“SFO”),
and SIX FLAGS THEME PARKS INC., a Delaware corporation (“SFTP”)
(each, a “Guarantor”, and collectively, the “Guarantors”), in favor of TW-SF LLC, a Delaware limited
liability company (the “Lender”), as
lender under the Promissory Note, dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Note”),
evidencing a loan made to SFOG ACQUISITION A, INC., a Delaware corporation,
SFOG ACQUISITION B, L.L.C., a Delaware limited liability company, SFOT
ACQUISITION I, INC., a Delaware corporation, and SFOT ACQUISITION II,
INC., a Delaware corporation (each, a “Borrower” and
together, the “Borrowers”) in the principal
amount of $52,507,000.00 (the “Loan”).


 


W I T N E S S E T H:


 


WHEREAS, the Lender has
agreed to make the Loan to the Borrowers upon the terms and subject to the
conditions set forth in the Note;


 


WHEREAS, it is a condition
precedent to the obligation of the Lender to make the Loan to the Borrowers
that the Guarantors shall have executed and delivered this Guarantee in favor
of the Lender; and


 


WHEREAS, each Guarantor has
certain obligations pursuant to the 2009 Liquidity Put under the Subordinated
Indemnity Agreement and it is for the benefit of each Guarantor that the Lender
has agreed to make the Loan to enable the Borrowers to satisfy the 2009 Liquidity
Put obligations.


 


NOW, THEREFORE, in
consideration of the premises and to induce the Lender to enter into the Note
and to make the Loan to the Borrowers on the terms and conditions set forth in
the Note, each Guarantor hereby agrees with the Lender, for the benefit of the
Lender as follows:


 


SECTION 1.             Definitions.


 


(a)           Unless otherwise defined herein, terms defined in the Note
and used herein shall have the meanings given to them in the Note.


 


(b)           Unless the context requires otherwise, (i) the words “hereof”,
“herein” and “hereunder” and words of similar import when used in this
Guarantee shall refer to this Guarantee as a whole and not to any particular
provision of this Guarantee, and (ii) all Section, Schedule and Exhibit references
are to this Guarantee unless otherwise specified.


 


(c)           Except as specifically provided herein, the meanings given
to terms defined herein shall be equally applicable to both the singular and
plural forms of 


 

















 


such terms. 
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. 
The words, “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” 
The word “will” shall be construed to have the same meaning and effect
as the word “shall.”


 


When the payment of any
obligation or the performance of any covenant, duty or obligation is stated to
be due or performance required on a day which is not a Business Day, the date
of such payment or performance shall extend to the immediately succeeding
Business Day.


 


SECTION 2.             Guarantee.


 


(a)           Each Guarantor, jointly and severally, hereby
unconditionally and irrevocably guarantees to the Lender, for the benefit of
the Lender and its successors, endorsees, transferees and assigns, the prompt
and complete payment by the Borrowers as and when due (whether at the stated
maturity, by acceleration or otherwise) of the Guaranteed Obligations.  All Guaranteed Obligations shall be
conclusively presumed to have been created in reliance on this Guarantee.


 


(b)           Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which
can be guaranteed by such Guarantor, or secured by assets of such Guarantor,
under applicable federal and state laws relating to the insolvency of debtors.


 


(c)           If any of the Guaranteed Obligations, or any part thereof,
are not paid when due, either by its terms or as the result of exercise of any
power to accelerate, each Guarantor shall, on demand therefor by the Lender,
pay the amount due thereon to the Lender, and it shall not be necessary for the
Lender (and each Guarantor expressly waives any rights it might otherwise have
to require the Lender) to proceed against any Borrower, any other Guarantor or
any other Person; provided, however, that no demand shall be
required if such demand is impracticable or otherwise prohibited by a
Requirement of Law (including upon the occurrence of a Borrower Bankruptcy
Event or a Guarantor Bankruptcy Event).


 


(d)           This Guarantee shall remain in full force and effect until
the Guaranteed Obligations are paid in full.


 


(e)           Each Guarantor agrees that whenever, at any time, or from
time to time, it shall make any payment to the Lender on account of its
liability hereunder, it will notify the Lender in writing that such payment is
made under this Guarantee for such purpose.


 


(f)            No payment or payments made by the Borrowers, any
Guarantor or any other Person or received or collected by the Lender from the
Borrowers, any Guarantor or any other Person by virtue of any action or
proceeding or any setoff or appropriation or payment of the Guaranteed
Obligations shall be deemed to modify,


 


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reduce, release or otherwise affect the
liability of any other Guarantor hereunder who shall, notwithstanding any such
payment or payments (other than payments made by any Borrower, such Guarantor
or any other Guarantor in respect of the Guaranteed Obligations or payments
received or collected from any Borrower, such Guarantor or any other Guarantor
in respect of the Guaranteed Obligations), remain liable for the Guaranteed
Obligations, up to the maximum liability of such Guarantor hereunder until the
Guaranteed Obligations are paid in full.


 


(g)           Notwithstanding anything herein or in the Note to the
contrary, the maximum liability of the Guarantors in respect of the Guaranteed
Obligations shall in no event exceed $10,000,000, in the aggregate.


 


SECTION 3.             No Subrogation.  Notwithstanding any payment or payments made
by any Guarantor hereunder, or any setoff or application of funds of any
Guarantor by the Lender, no Guarantor shall be entitled to be subrogated to any
of the rights of the Lender against the Borrowers or any other Guarantor or
against any guarantee or right of setoff held by the Lender for the payment of
the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek
any contribution or reimbursement from the Borrowers or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing
to the Lender by the Borrowers on account of the Guaranteed Obligations are
paid in full.  Without limiting the
foregoing, if any amount shall be paid to any Guarantor on account of such
subrogation rights or otherwise at any time when all of the Guaranteed
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Lender, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Lender in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Lender, if required), to be applied against the
Guaranteed Obligations, whether matured or unmatured, in such order as the
Lender may determine.


 


SECTION 4.             Amendments,
etc. with Respect to the Guaranteed Obligations; Waiver of Rights.  Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor, and without notice to or further assent by any Guarantor, (a) any
demand for payment of any of the Guaranteed Obligations made by the Lender may
be rescinded by the Lender, and any of the Guaranteed Obligations continued, (b) the
Guaranteed Obligations, or the liability of any other Person upon or for any
part thereof, or any guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Lender, (c) the Note may be amended, modified, supplemented or
terminated, in whole or in part, and (d) any guarantee or right of offset
at any time held by the Lender for the payment of the Guaranteed Obligations
may be sold, exchanged, waived, surrendered or released.


 


SECTION 5.             Guarantee Absolute and
Unconditional.  Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Guaranteed Obligations and notice of or proof of reliance by the Lender
upon this Guarantee or acceptance of this Guarantee; the Guaranteed
Obligations, and any of them, shall


 


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conclusively
be deemed to have been created, contracted or incurred, or renewed, extended,
amended or waived, in reliance upon this Guarantee; and all dealings between
the Borrowers or any Guarantor, on the one hand, and the Lender, on the other,
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Guarantee.  Each
Guarantor waives diligence, presentment, protest, demand for payment and notice
of default or nonpayment to or upon the Borrowers or any Guarantor with respect
to the Guaranteed Obligations.  This
Guarantee shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity, regularity or
enforceability of the Note, any of the Guaranteed Obligations or any guarantee
or right of offset with respect thereto at any time or from time to time held
by the Lender, (b) any defense, setoff or counterclaim (other than a
defense of payment) which may at any time be available to or be asserted by the
Borrowers or any other Person against the Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the
Borrowers or the Guarantors) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrowers from the
Guaranteed Obligations, or of any or all of the Guarantors under this
Guarantee, in bankruptcy or in any other instance.  When making a demand hereunder or otherwise
pursuing its rights and remedies hereunder against any Guarantor, the Lender
may, but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the Borrowers, any other
Guarantor or any other Person or against any guarantee for the Guaranteed
Obligations or any right of offset with respect thereto, and any failure by the
Lender to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Borrowers or any such other Person or to realize
upon any or guarantee or to exercise any such right of offset, or any release
of the Borrowers or any such other Person or of any guarantee or right of
offset, shall not relieve any Guarantor of any liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Lender against any Guarantor.  For the purposes hereof “demand” shall
include the commencement and continuance of any legal proceedings.


 


SECTION 6.             Payments.  Each Guarantor hereby agrees
that payments hereunder will be paid to the Lender without setoff or counterclaim
by wire transfer of immediately available funds to an account or by such other
reasonable means as the Lender may specify.


 


SECTION 7.             Authorization. Each Guarantor
authorizes the Lender, without notice to or further assent by such Guarantor
and without affecting such Guarantor’s liability hereunder (regardless of
whether any subrogation or similar right that such Guarantor may have or any
other right or remedy of such Guarantor is extinguished or impaired), from time
to time to:


 


(a)           terminate, release, compromise, subordinate, extend,
accelerate or otherwise change the amount or time, manner or place of payment
of, or rescind any demand for payment or acceleration of, the Guaranteed
Obligations or any part thereof, or otherwise amend or waive the terms and
conditions of the Note, or any provision thereof;


 


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(b)           exercise, fail to exercise, waive, suspend, terminate or
suffer expiration of any of the remedies or rights of the Lender against any
Borrower or any other Guarantor in respect of any Guaranteed Obligations, as
the Lender may elect in its discretion;


 


(c)            release, partially release, add or settle with any
Borrower or any Guarantor, whether expressly, by operation of law or without
limitation otherwise;


 


(d)           accept partial payments on the Guaranteed Obligations and
apply any and all payments or recoveries from any Borrower or any Guarantor to
such of the Guaranteed Obligations as the Lender may elect in its discretion;


 


(e)           refund at any time, at the discretion of the Lender, any
payments or recoveries received by the Lender in question as the case may be,
in respect of any Guaranteed Obligations; and


 


(f)            otherwise deal with any Borrower and any Guarantor as the
Lender may elect in its or its discretion.


 


SECTION 8.         Certain Agreements and Waivers by
the Guarantors.  Each Guarantor hereby agrees that neither the
Lender’s rights or remedies nor such Guarantor’s obligations under this
Guarantee shall be released, diminished, impaired, reduced or affected by any
one or more of the following events, actions, facts or circumstances, and the
liability of such Guarantor under this Guarantee shall, be absolute,
unconditional and irrevocable irrespective of:


 


(a)           the insolvency, bankruptcy, dissolution, liquidation,
termination, receivership, reorganization, merger, consolidation, change of
form, structure or ownership, sale of all assets, or lack of corporate,
partnership, limited partnership, limited liability company or other power of
any Borrower, any Guarantor or any other Person at any time liable for the
payment of any or all of the Guaranteed Obligations;


 


(b)           all rights and benefits under applicable law purporting to
reduce a Guarantor’s obligations in proportion to the obligation of the
principal or providing that the obligation of a surety or guarantor must
neither be larger nor in other respects more burdensome than that of the
principal;


 


(c)           except as otherwise specifically provided in this
Guarantee, any requirement of marshaling or any other principle of election of
remedies and all rights and defenses arising out of an election of remedies by
the Lender, even though that election of remedies has destroyed a Guarantor’s rights of subrogation and
reimbursement against any Borrower or any other Guarantor;


 


(d)           any right to assert against the Lender any defense (legal
or equitable), set-off, counterclaim and other right that such Guarantor may
now or any time hereafter have against any Borrower or any other Guarantor;


 


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(e)           presentment, diligence in making demands hereunder, notice
of dishonor or nonperformance, protest, acceptance and notice of acceptance of
this Guarantee; or


 


(f)            any order, ruling or plan of reorganization emanating
from any proceeding under Title 11 of the United States Code (11 U.S.C. Section 101
et seq.), or any successor statute, in each case as amended from time to time
with respect to any Borrower or any other Person, including any extension,
reduction, composition, or other alteration of the Guaranteed Obligations,
whether or not consented to by the Lender.


 


SECTION 9.             Duty
of Inquiry. Each Guarantor assumes the responsibility for being
and keeping itself informed of the financial condition of each Borrower and
each other Guarantor and of all other circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations that diligent inquiry would reveal,
and agrees that the Lender shall have no duty to advise the Guarantor of
information regarding such condition or any such circumstances.


 


SECTION 10.          Bankruptcy
No Discharge.


 


(a)           This Guarantee shall not be discharged or otherwise
affected, with respect to any Guarantor, by any bankruptcy, reorganization or
similar proceeding commenced by or against any Borrower or any Guarantor,
including (i) any discharge of, or bar or stay against collecting, all or
any part of the Guaranteed Obligations in or as a result of any such
proceeding, whether or not assented to by the Lender, or (ii) any
disallowance of all or any portion of the Lender’s claim for repayment of the
Guaranteed Obligations.  If acceleration
of the time for payment of any Guaranteed Obligations is stayed or delayed as a
result of any such proceeding, all such amounts shall nonetheless be payable by
such Guarantor on demand by the Lender.


 


(b)           If a payment by any Borrower or any other Guarantor is
made and is later determined not to have been indefeasibly made in whole or in
part, such payment by any Borrower or Guarantor to the Lender shall not
constitute a release of any other Guarantor from any liability hereunder and (i) this
Guarantee shall continue to be effective or shall be reinstated notwithstanding
any prior release, surrender or discharge by the Lender of this Guarantee
and/or of the Guarantors, and (ii) this Guarantee shall apply to, any and
all amounts so refunded by the Lender or paid by the Lender to another Person
(including any interest included in such amount), all as though such payment
had not been made or such proceeds had not been received.


 


SECTION 11.          Representations and Warranties.


 


To induce the Lender to
enter into the Note and to induce the Lender to make the Loan to the Borrowers,
each Guarantor hereby jointly and severally represents and warrants to the
Lender that, as of the date hereof:


 


(a)           Existence; Compliance with
Law.  Each of the
Guarantors (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of


 


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its organization, (ii) has the corporate
(or equivalent) power and authority, and the legal right, to own and operate
its Property, to lease the Property it operates as lessee and to conduct the
Business in which it is currently engaged, (iii) is duly qualified as a
foreign entity and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of Property or the conduct of its Business
requires such qualification and (iv) is in compliance with all
Requirements of Law, except, in the case of clauses (ii) through (iv), to
the extent that the failure to comply therewith, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


(b)                                 Power;
Authorization; Enforceable Obligations.  Each Guarantor has the corporate power and authority,
and the legal right, to make, deliver and perform this Guarantee and the
Guaranteed Obligations.  Each Guarantor
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Guarantee on the terms and conditions herein and the
performance of the Guaranteed Obligations. 
No consent or authorization of, or filing with, any Person is required
in connection with the execution, delivery and performance by each Guarantor of
this Guarantee.  This Guarantee has been
duly executed and delivered on behalf of each Guarantor.  This Guarantee constitutes a legal, valid and
binding obligation of each Guarantor, enforceable against each such Guarantor
in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).


 


(c)                                  No
Legal Bar or Conflicts.  The execution, delivery and performance of
this Guarantee by the Guarantors, the payments hereunder, and the performance
of the Guaranteed Obligations do not and will not violate in any material
respect, result in a default (or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any material benefit)
under, or require a consent or waiver under, any Requirement of Law applicable
to, or any Contractual Obligation of, any Guarantor, and will not result in, or
require, the creation or imposition of any Lien on any of their respective
Properties or revenues pursuant to any such Requirement of Law applicable to
any of the Guarantors or any such Contractual Obligation of any of the
Guarantors.  No Event of Default has
occurred and is continuing.


 


(d)                                 Financial
Condition.


 


(i)              The unaudited
consolidated balance sheets of SFI as at March 31, 2009, and the related
unaudited consolidated statements of income and cash flows for the three-month
period ended on such date (all as included on SFI’s Form 10-Q filed with
the Securities and Exchange Commission), present fairly in all material
respects the consolidated financial condition of SFI as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
three-month period then ended (subject to normal year-end audit adjustments and
the absence of footnote disclosure thereto). 
All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved


 


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(except
as approved by the firm of accountants specified herein and disclosed
therein).  SFI and its Subsidiaries do
not have any material guarantee, contingent liabilities and liabilities for
taxes, or any material long-term leases or unusual forward or long-term
commitments, including any interest rate or foreign currency swap or exchange
transaction or other obligation in respect of derivatives, that are not
reflected or disclosed in the notes in the most recent financial statements of
SFI referred to in this paragraph or otherwise permitted by the Six Flags
Credit Agreement.  During the period from
December 31, 2008 to and including the date hereof there has been no sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof by SFI and its Subsidiaries, considered as a whole, of any
material part of its Business or Property or any agreement or commitment
(whether written or otherwise) to take any of the foregoing actions.


 


(ii)             The audited
consolidated balance sheets of SFI as at December 31, 2008 and the related
consolidated statements of income and of cash flows for the fiscal year ended
on such date (all as included on SFI’s Form 10-K filed with the Securities
and Exchange Commission), reported on by KPMG LLP, present fairly in all
material respects the consolidated financial condition of SFI as at such date,
and the consolidated results of its operations and its consolidated cash flows
for the fiscal year then ended.  All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein).


 


(iii)            The unaudited
consolidated balance sheets of each of the Georgia Park and the Texas Park as
at March 31, 2009, and the related unaudited consolidated statements of income
and cash flows for the three-month period ended on such date, present fairly in
all material respects the consolidated financial condition of the Georgia Park
and the Texas Park, respectively, as at such date, and the consolidated results
of their operations and their consolidated cash flows for the three-month
period then ended (subject to normal year-end audit adjustments and the absence
of footnote disclosure thereto).  All
such financial statements, including the related schedules and notes thereto,
have been prepared in accordance with GAAP applied consistently throughout the
periods involved.  The Georgia Park, the
Texas Park and their respective Subsidiaries do not have any material
guarantee, contingent liabilities and liabilities for taxes, or any material
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected or disclosed in
the notes in the most recent financial statements of the Georgia Park and the
Texas Park referred to in this paragraph or otherwise permitted under this
Guarantee.  During the period from March 31,
2009 to and including the date hereof there has been no sale, lease, sale and
leaseback, assignment, conveyance, transfer or other disposition thereof by the
Georgia Park, the Texas Park or any of their respective Subsidiaries of any
material part of its Business or Property or any agreement or commitment
(whether written or otherwise) to take any of the foregoing actions.


 


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(iv)            The audited
consolidated balance sheets of each of the Georgia Park and the Texas Park as
at December 31, 2008 and the related consolidated statements of income and
of cash flows for the fiscal year end on such date, reported on by and
accompanied by an unqualified report from KPMG LLP, present fairly in all
material respects the consolidated financial condition of each of the Georgia
Park and the Texas Park as at such date, and the consolidated results of its
operations and its consolidated cash flows for the fiscal year then ended.  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein).


 


(e)           Compliance.  Since July 1, 2008, (i) each
Guarantor has complied with the terms and provisions of such Guarantor’s
certificate of incorporation; (ii) GP Holdings Inc. has complied with the
terms and provisions of (x) its certificate of incorporation and (y) the
Subordinated Indemnity Agreement; and (iii) each Guarantor and its
Subsidiaries that are parties thereto have complied with the terms and
provisions of (w) the Subordinated Indemnity Agreement, (x) the
Subordinated Indemnity Escrow Agreement, (y) the GA Overall Agreement and (z) the
TX Overall Agreement.


 


(f)            Exchange Offer.  Except as set forth on Schedule 7(e) of
the Note, the Exchange Offer has not been terminated, extended, amended or
modified in any manner.


 


(g)           SFI Indentures.  On May 14, 2009, SFI shall have
irrevocably deposited in immediately available funds with the Paying Agent (as
such term is defined in the SFI Indenture for the SFI 2013 Notes) the
semi-annual interest payment due on April 15, 2009 under the SFI 2013
Notes (as defined in the Exchange Offer) in full.


 


(h)           Litigation.  No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of any Guarantor, threatened by or against any Guarantor or any of
its Subsidiaries or against any of their respective Properties or revenues (i) with
respect to any of the Loan Documents or any of the Transactions, or (ii) that,
either individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect.


 


(i)            Additional Representations
and Warranties.  The
representations and warranties set forth in Sections 6.8, 6.9, 6.10, 6.12,
6.13, and 6.17 of the Six Flags Credit Agreement as they relate to such
Guarantor, each of which is hereby incorporated herein by reference to the
benefit of the Lender, are true and correct in all respects as of the date
hereof as though made on the date hereof (or if they relate to an earlier date,
as of such earlier date), and the Lender shall be entitled to rely on each of
them as if they were fully set forth herein.


 


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SECTION 12.          Affirmative Covenants.


 


So long as this Guarantee
remains in effect and the principal of and interest on the Loan and all
Expenses have not been paid in full in cash, each Guarantor hereby jointly and
severally shall, and shall cause each of their respective Subsidiaries to:


 


(a)                                  Subordinated
Indemnity Agreement.  From
time to time execute and deliver, or cause to be executed and delivered, such
additional amendments, instruments, certificates or documents, and take all
such actions with respect to the Subordinated Indemnity Agreement and Related
Indemnity Agreements, in each case, as mutually agreed by the parties thereto;


 


(b)                                 Ratification.  Reaffirm, ratify and assume, as applicable,
its obligations under the License Agreements, this Guarantee, the Subordinated
Indemnity Agreement, the Related Indemnity Agreements and the Six Flags
Guarantees in connection with any bankruptcy case of SFI and its applicable
Subsidiaries or the assumption of the License Agreements or the Beneficial
Share Assignment Agreement;


 


(c)                                  Financial
Statement and Other Information.  Deliver the following financial statements,
reports, notices and other information:


 


(i)              as soon as
available and in any event within 45 days after the end of each of the first
three quarterly fiscal periods of each fiscal year of SFI, interim condensed
consolidated statements of operations, shareholders’ equity and cash flows of
SFI and its Subsidiaries for such period, and the related consolidated balance
sheets of SFI and its Subsidiaries;


 


(ii)             as soon as
available and in any event no later than 75 days after the end of each fiscal
year of SFI, a consolidated annual budget projection of SFI and its
Subsidiaries broken down on a month-by-month basis and with reasonable detail;


 


(iii)            as soon as
available and in any event within two (2) Business Days after the end of
each monthly fiscal period of SFI, the daily operating report of each of the
Georgia Park and the Texas Park for the last day of such monthly fiscal period;


 


(iv)            as soon as available
and in any event within 30 days after the end of each monthly fiscal period of
SFI, interim statements of operations, shareholders’ equity and cash flows of
each of the Georgia Park and the Texas Park for such period, and the related
balance sheets of each of the Georgia Park and the Texas Park;


 


(v)             as soon as
available, and in any event no later than 75 days after the end of each fiscal
year of SFI, a detailed annual budget projection of each of the Georgia Park
and the Texas Park broken down on a month-by-month basis;


 


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(vi)            as soon as
available and in any event within 90 days after the end of each fiscal year of
SFI, the information required by clauses (i) and (iv) hereof on
a year-end basis;


 


(vii)           to the extent
requested by the Lender, any updated budgets or any internal updates of the
information required by clauses (i) through (v) hereof to the extent
related to the periods for which such financial information was provided
promptly after such updates are produced; and


 


(viii)          any other
documents or information as may be reasonably requested by the Lender from time
to time;


 


provided, that the obligations in clauses (c)(i) and
(c)(vi) of this Section 12 may be satisfied with respect to financial
information of the Guarantors by furnishing SFI’s Form 10-K or 10-Q, as
applicable, filed with the Securities and Exchange Commission; provided,
further that such documents required to be delivered pursuant to clauses
(c)(i) and (c)(vi) of this Section 12 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date on which SFI posts such documents, or provides a link thereto on
SFI’s website on the Internet.


 


(d)                                 Notices
of Material Events. 
Furnish the following to the Lender in writing:


 


(i)              promptly after
any executive officer of a Guarantor has actual knowledge of facts that would
give him or her reason to believe that any Event of Default has occurred,
notice of such Event of Default;


 


(ii)             simultaneously
with the delivery thereof, a copy of any notice delivered to the Administrative
Agent (as defined in the Six Flags Credit Agreement) pursuant to Section 8.2
of the Six Flags Credit Agreement; and


 


(iii)          promptly after
receipt thereof, a copy of any notice of Default, Event of Default (each as
defined in the Six Flags Credit Agreement) or acceleration received from the
Administrative Agent or any Lender (as defined in the Six Flags Credit
Agreement) under the Six Flags Credit Agreement.


 


Each notice delivered under this Section 12(d) shall
be accompanied by a statement of a Responsible Officer of the applicable
Guarantor setting forth in reasonable detail the facts and circumstances of the
event or development requiring such notice and any action taken or proposed to
be taken with respect thereto;


 


(e)                                  Existence,
Etc.


 


(i)              (A) Preserve,
renew and maintain in full force and effect its legal existence under the laws
of the jurisdiction of its organization (other than with respect to any
Subsidiary that (x) has aggregate assets with a value not in excess of
$100,000, (y) conducts no Business and (z) does not Guarantee any
Guarantor Indebtedness under any Indenture or is not a loan party to the Six
Flags


 


11

















 


Credit
Agreement) and (B) take all reasonable action to maintain all rights,
privileges (including its good standing), permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except in the
case of clause (B) above, to the extent that failure to do so, either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect or other than as a consequence of the Bankruptcy Case;


 


(ii)             Pay and discharge
all Federal income taxes and all other material taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its Property prior to the date on which penalties attach thereto, except
for any such obligation, tax, assessment, charge or levy the payment of which
is being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained to the extent required by GAAP; provided
that, with respect to taxes assessed against Real Properties, such taxes can be
contested without payment under applicable law;


 


(iii)            Maintain and
preserve all of its Properties material to the conduct of the Business of SFI
and its Subsidiaries (taken as a whole) in good working order and condition,
except for failures that, either individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect;


 


(iv)            Keep adequate
records and books of account, in which complete entries will be made in
accordance with GAAP consistently applied; and


 


(v)             Permit representatives
of the Lender, upon reasonable notice and during normal business hours (and,
except if an Event of Default shall have occurred and be continuing, not more
frequently than once each calendar quarter), to examine, copy and make extracts
from its books and records, to visit and inspect any of its Properties, and to
discuss its business, finances, condition and affairs with its officers and
independent accountants and the general managers of its Parks, all to the
extent reasonably requested by the Lender. 
The Lender shall give the Guarantors the opportunity to participate in
any discussions with the Guarantors’ independent public accountants and the
general managers of its Parks (as such term is defined in the Six Flags Credit
Agreement).  Notwithstanding anything to
the contrary in this Section 12(e)(v), none of SFI or any Subsidiary will
be required to disclose, permit the inspection, examination or making copies or
abstracts of, or discussion of, any document, information or other matter that (A) constitutes
non-financial trade secrets or non-financial proprietary information or (B) in
respect of which disclosure to the Lender (or their respective representatives
or contractors) is prohibited by law or any binding agreement;


 


(f)                                    Insurance.  Maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or


 


12

















 


similar business, of such types and in such
amounts (after giving effect to any self-insurance reasonable and customary for
similarly situated Persons engaged in the same or similar businesses as SFI and
its Subsidiaries) as are customarily carried under similar circumstances by
such other Persons;


 


(g)           Compliance with
Contractual Obligations and Requirements of Law.  (i) Comply in all material respects with
the License Agreements and (ii) except as a consequence of the
commencement of the Bankruptcy Case, comply with all other Contractual
Obligations and Requirements of Law unless failure to comply with such other
Contractual Obligations or Requirements of Law, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect; provided,
that any noncompliance that does or could be reasonably expected to have (A) an
impairment on the ability of a Guarantor to perform the Guaranteed Obligations
or (B) an adverse effect upon the legality, validity, binding effect or
enforceability against a Guarantor of this Guarantee shall be deemed to be
material; and


 


(h)           Further Assurances.  From time to time execute and deliver, or
cause to be executed and delivered, such additional instruments, certificates
or documents, and take all such actions, as the Lender may reasonably request
for the purposes of implementing or effectuating the provisions of this
Guarantee.  Upon the exercise by the
Lender of any power, right, privilege or remedy pursuant to this Guarantee
which requires any consent, approval, recording, qualification or authorization
of any Governmental Authority, SFI will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and
other documents and papers that the Lender may be required to obtain from SFI
or any of its Subsidiaries for such governmental consent, approval, recording,
qualification or authorization.


 


SECTION 13.          Negative Covenants.   (a) To induce the
Lender to enter into the Note and to make the Loan to the Borrowers, each
Guarantor shall, and shall cause its Subsidiaries to, comply with the terms and
provisions of (i) Sections 9.2, 9.3 and 9.5 of the Six Flags Credit
Agreement (whether or not the Six Flags Credit Agreement is in effect) and (ii) so
long as the SFI Indentures are in effect, Sections 4.09 and 4.12 of the SFI
Indentures, in each case, as in effect on the date hereof or as amended in
accordance with Section 13(b), and to the extent such Guarantor is subject
to such covenants as of the date hereof, each of which is hereby incorporated
herein by reference;


 


(b)           The Guarantors shall not amend,
supplement, restate or otherwise modify the Six Flags Credit Agreement, any SFI
Indenture or the SFI Convertible Indenture in any manner that directly or
indirectly (i) restricts the ability of the Guarantors to pay the Lender
under this Guarantee in accordance with the terms hereof, (ii) restricts
the ability of the Borrowers to pay the Lender under the Note in accordance
with the terms thereof, (iii) restricts the ability of the Loan Parties
and their Subsidiaries to make loans to, or other investments (to a greater
extent than it is restricted on the date hereof) in, the Borrowers or (iv) restricts
the ability of the Loan Parties and their Subsidiaries to perform their
obligations under the License Agreements, the Partnership Parks Agreements, the
Subordinated Indemnity Agreement or the Related Indemnity Agreements in
accordance with the terms thereof; and


 


13

















 


(c)           The Guarantors shall not amend,
restate or otherwise modify their respective Certificates of Incorporation or
By-Laws in any manner that directly or indirectly (i) restricts the
ability of the Guarantors to pay the Lender under this Guarantee in accordance
with the terms hereof, (ii) restricts the ability of the Borrowers to pay
the Lender under the Note in accordance with the terms thereof, (iii) restricts
the ability of the Loan Parties and their Subsidiaries to make loans to, or
other investments in, the Borrowers, or (iv) restricts the ability of the
Loan Parties and their Subsidiaries to perform their obligations under the
License Agreements in accordance with the terms thereof.


 


SECTION 14.          Notices.  All notices, requests and demands to or upon
the Lender or any Guarantor shall be effected in the manner provided in Section 17
of the Note; any such notice, request or demand to or upon any Guarantor shall
be addressed to such Guarantor at its notice address set forth on Schedule 1
hereto.


 


SECTION 15.          Severability.  Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


SECTION 16.          Section Headings.  The section headings used in this Guarantee
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


SECTION 17.          No Offset; Interest.  No Guarantor may offset against amounts it is
to pay to the Lender under this Guarantee any amounts it claims are owed to it
by the Lender or any other Person.


 


SECTION 18.          Enforcement
Expenses.  Each
Guarantor agrees, jointly and severally, to pay or reimburse the Lender for all
its costs and expenses incurred in collecting against such Guarantor under this
Guarantee or otherwise enforcing or protecting any rights under the Loan
Documents, the Subordinated Indemnity Agreement and the Related Indemnity Agreements,
to which such Guarantor is a party and applicable law, including the fees and
disbursements of counsel to the Lender.


 


SECTION 19.          Acknowledgements.


 


Each Guarantor hereby
acknowledges that:


 


(a)           it has been advised by counsel in the negotiation,
execution and delivery of this Guarantee;


 


(b)           the Lender does not have any fiduciary relationship with
or fiduciary duty to such Guarantor arising out of or in connection with this
Guarantee or the Note, and the relationship between any or all of the
Guarantors, on the one hand, and


 


14

















 


the Lender, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and


 


(c)           no joint venture is
created hereby or by the Note or otherwise exists by virtue of the transactions
contemplated hereby among the Guarantors and the Lender.


 


SECTION 20.          No Waiver.  The Lender shall not by any act (except by a
written instrument signed by the Lender), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Event of Default.  No
failure to exercise, nor any delay in exercising, on the part of the Lender,
any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.  A waiver by the Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Lender would otherwise have hereunder on any future occasion.


 


SECTION 21.          Assignment,
Etc.  This Guarantee shall be binding upon the Guarantors
and shall inure to the benefit of the Lender and its successors and permitted
assigns; provided, however, no Guarantor may assign this Guarantee or otherwise
transfer any rights or obligations hereunder, and the Lender may assign its
benefits hereunder (a) to an Affiliate thereof or (b) with the prior
written consent of the Guarantors (such consent not to be unreasonably
withheld), to any other Person.


 


SECTION 22.          Entire
Agreement.  This
Guarantee constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all other prior letters and
understandings, both written and verbal, among the parties or any of them with
respect to the subject matter hereof; provided, however, that nothing
contained herein shall limit, affect, alter, amend or otherwise modify the
rights and obligations of the parties hereto and their respective Affiliates
under the Subordinated Indemnity Agreement, the Related Indemnity Agreements,
the Acquisition Company Liquidity Agreement or the Partnership Parks
Agreements.


 


SECTION 23.          Governing Law.  This Guarantee and the rights and obligations
of the Guarantors and the Lender under this Guarantee shall be governed by, and
construed and enforced in accordance with, the laws of the State of
New York, excluding any conflict-of-laws rule or principle that might
refer the governance or the construction of this Guarantee to the law of
another jurisdiction.


 


SECTION 24.          Waivers
of Jury Trial; Judicial Proceedings.


 


(a)           EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
GUARANTEE OR ANY OTHER DOCUMENTS RELATED HERETO AND FOR ANY COUNTERCLAIM
THEREIN.


 


15

















 


(b)           EACH GUARANTOR AGREES THAT ANY ACTION, SUIT OR PROCEEDING
AGAINST ANY OF THE PARTIES HERETO ARISING UNDER OR RELATING IN ANY WAY TO THIS
GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY ONLY BE BROUGHT OR
ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY
SUCH ACTION, SUIT OR PROCEEDING. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION, SUIT OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PRE-PAID, RETURN RECEIPT REQUESTED, PROPERLY ADDRESSED TO SUCH PARTY AT ITS
ADDRESSES PROVIDED FOR NOTICES HEREUNDER.


 


(c)           EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE THE LAYING OF VENUE OF ANY ACTION, SUIT
OR PROCEEDING ARISING UNDER OR RELATING IN ANY WAY TO DISAGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT LOCATED IN THE STATE OF NEW YORK
AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT A COURT LOCATED IN THE
STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR ANY SUCH ACTION, SUIT OR
PROCEEDING.


 


SECTION 25.          Confidentiality.  The Lender agrees to keep confidential all
non-public information provided to it by any Guarantor pursuant to this
Guarantee that is designated by such Guarantor as confidential; provided,  that nothing herein shall prevent the Lender
from disclosing any such information (a) to any Affiliate of the Lender, (b) to
any of the Lender’s or its Affiliate’s employees, directors, agents, attorneys,
accountants and other professional advisors, (c) upon the request or
demand of any Governmental Authority having jurisdiction over the Lender, (d) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (e) in
connection with any litigation or similar proceeding, (f) that has been
publicly disclosed other than in breach of this Section 25, or (g) in
connection with the exercise of any remedy hereunder or under the Note.


 


[Remainder of Page Intentionally Left Blank]


 


16

















 


IN WITNESS WHEREOF, the
undersigned has caused this Guarantee to be duly executed and delivered by its
duly authorized officer as of the day and year first above written.


 


 


	
   

  	
  SIX
  FLAGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIX
  FLAGS OPERATIONS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIX
  FLAGS THEME PARKS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED TO

  this 15th day of May, 2009

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TW-SF
  LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Edward B. Ruggiero

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:  Edward B. Ruggiero 

  	
   

  	
   

  	
   

  
	
   

  	
  Title:    Senior Vice President &
  Treasurer

  	
   

  	
   

  	
   

  
						



 


[Signature Page to Guarantee]


 

















 


SCHEDULE 1


 


Address for Notices


 


Guarantors:


 


c/o Six Flags, Inc.


1540 Broadway, 15th Floor


New York, New York
10036


Attention:  James M. Coughlin


Facsimile:  (212) 354-3089


 


With a copy to:


 


Paul, Hastings, Janofsky &
Walker LLP.


75 E. 55th Street, First
Floor


New York, New York
10022


Attention:  Michele J. Cohen


Facsimile:  (212) 230-7862