Exhibit 10.6


 


EXECUTION VERSION


 


GUARANTEE
AGREEMENT


 


GUARANTEE AGREEMENT, dated as of April 30,
2010 (this “Agreement”), made by SIX FLAGS ENTERTAINMENT CORPORATION
(formerly known as SIX FLAGS, INC.), a Delaware corporation (“Parent”),
SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX
FLAGS THEME PARKS INC., a Delaware corporation (“SFTP”) and each of the
other signatories hereto (together with any other entity that may become a
party hereto as provided herein, each, a “Guarantor”, and collectively,
the “Guarantors”), in favor of TW-SF LLC, a Delaware limited liability
company, and its successors and assigns, as lender (the “Lender”), the
Multiple Draw Term Credit Agreement, dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Credit  Agreement”), by and among the Lender, 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”).


 


WITNESSETH:


 


WHEREAS, the Lender has agreed to make the
Loans to the Borrowers upon the terms and subject to the conditions set forth
in the Credit Agreement;


 


WHEREAS, the Borrowers and the other
Guarantors are engaged in related businesses, and each Guarantor will derive
substantial direct and indirect benefits from the making of the extensions of
credit under the Credit Agreement;


 


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


 


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


 


SECTION 1.                 Definitions.


 


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


 


(b)           The following
terms shall have the following meanings:


 


“Cap
Amount”:  $1.03 billion in the
aggregate less all mandatory payments of the principal of the Tranche B Term
Loans and any permanent reductions of the First Lien Revolving Credit
Commitments (specifically excluding, however, any such repayments and
commitment reductions occurring solely as a result of any Permitted First Lien
Refinancing Indebtedness permitted hereunder).


 


“Cases”:  the cases of the Debtors before the
Bankruptcy Court.


 


“Code”:  the Internal Revenue Code of 1986, as amended
from time to time.


 


“Confidential
Information Memorandum”:  the
Confidential Information Memorandum dated January, 2010, as supplemented by the
Lenders Update Materials, dated April 8, 2010 and furnished to the Lender
prior to the Closing Date.


 

















 


“Confirmation
Order”:  subject to waiver by mutual
agreement of the parties hereto, an order entered by the Bankruptcy Court
confirming the Debtors’ Modified Fourth Amended Joint Plan of Reorganization,
which order (including the Plan of Reorganization) shall be in full force and
effect and shall not have been reversed or modified and shall not be stayed or
subject to a motion to stay or subject to appeal or petition for review,
rehearing or certiorari, and the period for appealing the confirmation order
shall have elapsed.


 


“Consolidated
Interest Coverage Ratio”:  as at any
date, the ratio of (a) Parent Consolidated Adjusted EBITDA for such
Measurement Period to (b) Consolidated Interest Expense for such
Measurement Period.


 


“Consolidated
Interest Expense”:  for any
Measurement Period, total interest expense that has been paid in cash during
such period (including that attributable to Capital Lease Obligations) of
Parent and its Subsidiaries for such period with respect to all outstanding
Indebtedness of Parent and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net costs under Hedging Agreements in respect
of interest rates to the extent such net costs have been or are required to be
paid in cash during such period), minus cash interest income for such
Measurement Period.


 


“Consolidated
Leverage Ratio”: as at any date, the ratio of (a) Consolidated Total
Debt as at such date to (b) Parent Consolidated Adjusted EBITDA for such
Measurement Period.


 


“Consolidated
Net Income”:  of any Person for any
period, the consolidated net income (or loss) of such Person and its
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP; provided, that in calculating Consolidated Net Income for any
period, there shall be excluded (i) the income (or deficit) of any Person
accrued prior to the date it becomes a Subsidiary of Parent or is merged into
or consolidated with Parent or any of its Subsidiaries, (ii) the income
(or deficit) of any Person (other than a Subsidiary of Parent) in which Parent
or any of its Subsidiaries has an ownership interest accounted for under the
equity method, (iii) the cumulative effect of a change in accounting
principle and changes as a result of the adoption or modification of accounting
policies during such period, (iv) any effect of income (loss) from the
early extinguishment of (A) Indebtedness and (B) obligations under
any Hedging Agreement or other derivative instruments, (v) the effects of
non-cash acquisition accounting adjustments and non-cash adjustments from the
application of fresh start reporting, (vi) any net gains, losses, income
or expense attributable to non-controlling interests and (vii) the
undistributed earnings of any Subsidiary of Parent to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any Contractual Obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary.


 


“Consolidated Total Debt”:  as at the last day of any fiscal quarter, the
sum of (a) the aggregate outstanding principal amount of all Indebtedness
(other than Revolver Indebtedness and the undrawn portion of any outstanding
letters of credit) of Parent and its Subsidiaries that would, in conformity
with GAAP, be set forth on the balance sheet of Parent and its Subsidiaries on
such date (determined on a consolidated basis without duplication in accordance
with GAAP), plus (b) the average of the amounts of Revolver Indebtedness
outstanding on such last day and on the last day of each of the three
immediately preceding fiscal quarters. 
For purposes of computing clause (b) above, the parties agree that the
Revolver Indebtedness as of each of September 30, 2009, December 31, 2009 and
March 31, 2010 was $0.


 


“Covenant Loan Parties”:  Parent, Holdings, SFTP and each Subsidiary of
SFTP that is a party to a “loan document” as specified under the Six Flags
First Lien Credit Agreement and the Six Flags Second Lien Credit Agreement.


 


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“Credit Agreement”:  has the meaning set forth in the preamble
hereto.


 


“Dick
Clark”:  dick clark productions,
inc., a Delaware corporation.


 


“Disqualified
Capital Stock”:  shall mean any
Capital Stock of Parent that, by its terms (or by the terms of any security or
other Capital Stock into which it is convertible or for which it is putable or
exchangeable) or upon the happening of any event or condition, (a) matures
or is mandatorily redeemable (other than solely for Qualified Capital Stock of
Parent), pursuant to a sinking fund or otherwise, (b) is redeemable or
exchangeable, in whole or in part, at the option of the holder thereof (other
than solely for Qualified Capital Stock of Parent), or (c) provides for
the scheduled payment of dividends in cash, in each case prior to the date that
is one year after the final maturity date of the Tranche B Term Loans; provided
that (i) if such Capital Stock is issued pursuant to any plan for the
benefit of employees of Parent or any of its Subsidiaries or by any such plan
to such employees, such Capital Stock shall not constitute Disqualified Capital
Stock solely because it may be required to be repurchased by Parent or any of
its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations and (ii) any Capital Stock that would not constitute
Disqualified Capital Stock but for the provisions thereof giving holders
thereof the right to require Parent to purchase or redeem such Capital Stock
upon the occurrence of an “asset sale” or “change of control” prior to the date
that is one year after the final maturity date of the Tranche B Term Loans
shall not constitute Disqualified Capital Stock so long as the terms of such
Capital Stock provide that the Loans and all other Obligations are repaid in
full prior to such purchase or redemption and the Commitment is terminated.


 


“First
Lien Debt”:  as at the last day of
any Measurement Period, the sum of (a) the aggregate outstanding principal
amount of all Indebtedness (other than Revolver Indebtedness and the undrawn
portion of any outstanding letters of credit), including, without limitation,
Capital Lease Obligations, of SFTP and its Subsidiaries that is secured on a
first lien basis by Property or assets of SFTP and its Subsidiaries and that
would, in conformity with GAAP, be set forth on the balance sheet of SFTP and
its Subsidiaries on such date (determined on a consolidated basis without
duplication in accordance with GAAP), plus (b) the average of the amount
of Revolver Indebtedness outstanding on such last day and on the last day of
each of the three immediately preceding fiscal quarters.  For purposes of computing clause (b) above,
the parties agree that the Revolver Indebtedness as of each of September 30,
2009, December 31, 2009 and March 31, 2010 was $0.


 


“First Lien
Leverage Ratio”:  as at any date, the
ratio of (i) First Lien Debt as at such date to (ii) SFTP
Consolidated Adjusted EBITDA for the Measurement Period most recently ended
prior to such date.


 


“First Lien Revolving Credit Commitments”:  the “Revolving Credit Commitments” or any
substantially similar defined term under and as defined in the Six Flags First
Lien Credit Agreement.


 


“Foreign
Subsidiary”: any Subsidiary of Parent that is not a Domestic Subsidiary.


 


“Guarantee”:  a guarantee, an indorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor’s obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business.  The terms “Guarantee”
and “Guaranteed” used as verbs have the correlative meanings.


 


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“Hedging Agreement”:  all interest rate or currency swaps, caps or
collar agreements, foreign exchange agreements, commodity contracts or similar
arrangements entered into by Parent or any of its Subsidiaries providing for
protection against fluctuations in interest rates, currency exchange rates,
commodity prices or the exchange of nominal interest obligations, either
generally or under specific contingencies. 
For avoidance of doubt, Hedging Agreements shall include any interest
rate swap or similar agreement that provides for the payment by Parent or any
of its Subsidiaries of amounts based upon a floating rate in exchange for
receipt by Parent or such Subsidiary of amounts based upon a fixed rate.


 


“Intellectual Property”:  the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including,
without limitation, copyrights and copyrightable works, copyright licenses,
patents, inventions, discoveries and developments, patent licenses, trademarks,
service marks, trade names, brand names, corporate names, domain names, logos,
trade dress and other source indicators and the goodwill of any business
symbolized thereby, trademark licenses, technology, know-how, processes, trade
secrets and confidential or proprietary business information, all registrations
and applications related thereto, the right to obtain renewals, extensions,
substitutions, continuations, continuations-in-part, divisions, reissues,
re-examinations or similar legal protections related thereto, and all rights to
sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.


 


“Investment”:  for any Person: (i) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any “short sale” or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (ii) the making of any deposit with, or advance, loan or
other extension of credit to, any other Person (including the purchase of
Property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such Property to such Person), but excluding
any such advance, loan or extension of credit having a stated term not
exceeding 360 days arising in connection with the sale of inventory, supplies
or patron services by such Person in the ordinary course of business, and
excluding also any deposit made by such Person in the ordinary course of
business of such Person or as an advance payment in respect of a Capital
Expenditure; (iii) the entering into of any Guarantee of, or other
contingent obligation with respect to, Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person, other than any Guarantee under the Partnership
Parks Agreements; provided, however, that the provision by Parent
or any of its Subsidiaries of covenants, Guarantees and indemnities that are
customary for non-recourse financings (as determined by Parent in good faith)
with respect to Indebtedness incurred by a Person that is not a Subsidiary of
Parent and that is otherwise non-recourse to Parent and its Subsidiaries shall
not be deemed an Investment; or (iv) the entering into of any Hedging
Agreement.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment and shall include any and all fees, expenses, commission costs and
charges related to such Investment.


 


“Investment Grade Rating”:  a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


 


“Liquidity”: the sum of (a) Unrestricted
Cash and Permitted Investments held by the Loan Parties and their consolidated
subsidiaries, (b) the Available Revolving Commitments (as defined in the
Six Flags First Lien Credit Agreement) on such date (with satisfaction of the
applicable conditions precedent to Revolving Extensions of Credit (as defined
in the Six Flags First Lien Credit Agreement) to 


 


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be tested as
of such date) and (c) cash proceeds available to be received by the Loan
Parties in exchange for the issuance of shares of Parent common stock pursuant
to the commitment of Pentwater Capital Management LP or its Affiliates [(or any
assignee or transferee thereof or successor thereto)] to Parent to purchase
additional shares of common stock of Parent after the Closing Date pursuant to Section 5.2
of the Plan of Reorganization.


 


“Measurement Period”:  for any determination under this Agreement,
the four consecutive fiscal quarters of Parent or SFTP, as applicable, then
last ended for which financial statements are required to be delivered pursuant
to Section 11(a)(i) or (a)(iii).


 


“Moody’s”:  Moody’s Investors Service, Inc. and any
successor thereto.


 


“Non-Guarantor Subsidiary”:  any Subsidiary of SFTP that is not a
Guarantor.


 


“Parent Consolidated Adjusted EBITDA”:  for any period, the sum, for Parent and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following:


 


(i)            Consolidated Net Income of
Parent and its Subsidiaries for such period excluding those amounts which, in
the determination of Consolidated Net Income for such period, have been added
or deducted for (A) total interest expense and, to the extent not
reflected in such total interest expense, any losses on hedging or other
derivative instruments, net of interest income and gains on such hedging
obligations, (B) provisions for federal, state, local and foreign income
tax, franchise taxes and similar taxes imposed in lieu of income tax, (C) depreciation
and amortization expense (including, without limitation, amortization of
goodwill and other intangible assets) and any impairment of property,
equipment, goodwill or other intangible assets, (D) any effect of
extraordinary, non-recurring or unusual gains or losses or expenses and
curtailments or modifications to pension and post-retirement employee benefit
plans, provided that the amount of cash expenditures added back as a
result of this clause (D) shall not exceed $15,000,000 in any twelve-month
period, (E) any net gains or losses of disposed, abandoned or discontinued
assets or operations except for income and expenses prior to disposition, (F) any
fees, expenses, commissions, costs or other charges related to (I) any
securities offering, Investment, acquisition, disposition or other similar
transaction permitted hereunder or the incurrence of Indebtedness permitted to
be incurred hereunder (including any extension, renewal, refinancing or
replacement thereof), in each case whether or not successful and whether or not
consummated prior to, on, or after the Closing Date, (II) the Cases, the
Plan of Reorganization and the transactions contemplated by the Cases and the
Plan of Reorganization, and (III) emergence compensation, the termination
or settlement of leases and executory contracts, litigation costs and
settlements, asset write-ups or write-downs, income and gains recorded in
connection with the corporate reorganization effected in connection with the
administration of the Debtors’ Cases, (G)(I) any net unrealized gain or
loss (after any offset) resulting in such period from obligations under any
hedging obligations or other derivative instruments and the application of
Statement of Financial Accounting Standards No. 133 and (II) any net
unrealized gain or loss (after any offset) resulting in such period from
currency translation, in each case to the extent not incurred in cash and (H) the
Consolidated Net Income of any Person (adjusted for items (A) through (G) of
this paragraph (i)) to the extent (I) attributable to interests held by
third parties in Subsidiaries of Parent that are not wholly-owned by Parent or (II) attributable
to interests in Persons accounted for under the equity method except to the
extent of the cash received by Parent or any of its Subsidiaries from such
Person, net of the Investments therein, in respect of such period, plus


 


(ii)           any non-cash or stock-based
compensation costs or expenses incurred by Parent or any of its Subsidiaries
pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or
shareholder agreement, less any cash costs of such plans or agreements
incurred during such period.


 


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Calculations of Parent Consolidated Adjusted
EBITDA shall be as set forth on Exhibit A attached hereto.


 


Notwithstanding the foregoing if, during any
period for which Parent Consolidated Adjusted EBITDA is being determined,
Parent or any of its Subsidiaries shall have consummated any Acquisition or
Disposition then, for all purposes of this Agreement, Parent Consolidated
Adjusted EBITDA shall be determined on a pro forma basis as if such Acquisition
or Disposition had been made or consummated on the first day of such
period.  The parties hereby agree that
Parent Consolidated Adjusted EBITDA for the fiscal quarter ending (i) June 30,
2009 was $53,241,000, (ii) September 30, 2009 was $205,755,000 and (iii) December 31,
2009 was ($16,926,000).


 


“Parks”:  collectively, the Existing Parks (as defined
in the Six Flags First Lien Credit Agreement) and any other amusement or
attraction park acquired by any of Parent and its Subsidiaries after the date
hereof.


 


“Permitted Acquisition”:  has the meaning set forth in Section 12(e)(iv)(A) hereto.


 


“Permitted First Lien Refinancing
Indebtedness”:  has the meaning set
forth in Section 12(c)(iii) hereto.


 


“Permitted Investments”:  (i) Dollars; (ii)(A) Pounds
Sterling or Euros or (B) in the case of any Foreign Subsidiary, such local
currencies held by it from time to time in the ordinary course of business; (iii) securities
issued or directly and fully and unconditionally guaranteed or insured by the
United States government or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of 24 months or less from the
date of acquisition; (iv) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any domestic or foreign commercial
bank having capital and surplus of not less than $500,000,000 in the case of
U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of
determination) in the case of non-U.S. banks; (v) repurchase obligations
for underlying securities of the types described in clauses (iii), (iv) and
(viii) entered into with any financial institution meeting the
qualifications specified in clause (iv) above; (vi) commercial paper
rated at least P-1 by Moody’s or at least A-1 by S&P and in each case
maturing within 24 months after the date of creation thereof and Indebtedness
or preferred stock issued by Persons with a rating of “A” or higher from
S&P or “A2” or higher from Moody’s with maturities of 24 months or less
from the date of acquisition; (vii) marketable short-term money market and
similar securities having a rating of at least P-2 or A-2 from either Moody’s
or S&P, respectively (or, if at any time neither Moody’s nor S&P shall
be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency selected by SFTP) and in each case
maturing within 24 months after the date of creation or acquisition thereof; (viii) readily
marketable direct obligations issued by any state, commonwealth or territory of
the United States or any political subdivision or taxing authority thereof
having an Investment Grade Rating from either Moody’s or S&P with
maturities of 24 months or less from the date of acquisition; (ix) readily
marketable direct obligations issued by any foreign government or any political
subdivision or public instrumentality thereof, in each case having an
Investment Grade Rating from either Moody’s or S&P with maturities of 24
months or less from the date of acquisition; (x) Investments with average
maturities of 12 months or less from the date of acquisition in money market
funds; (xi) investment funds investing 90% of their assets in securities
of the types described in clauses (i) through (x) above; and
(xii) in the case of Foreign Subsidiaries, substantially similar
investments to those set forth in clauses (i) through (xi) above
denominated in foreign currencies, provided that references to the
United States of America (or any agency or instrumentality thereof) shall be
deemed to mean foreign countries having a sovereign rating of “A” or better
from either S&P or 


 


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Moody’s (or
another nationally recognized statistical rating agency selected by SFTP and
reasonably acceptable to the Lender).


 


“Permitted Liens”:  has the meaning set forth in Section 12(d) hereto.


 


“Permitted Second Lien Refinancing
Indebtedness”:  has the meaning set
forth in Section 12(c)(ix) hereto.


 


“Property”:
any right or interest in or to property of any kind whatsoever, whether Real
Property, personal or mixed and whether tangible or intangible, including,
without limitation, Capital Stock.


 


“Purchase Money Indebtedness”:  (i) Indebtedness consisting of the
deferred purchase price of Property, conditional sale or other obligations
under any title retention agreement, installment sales and other purchase money
obligations, in each case where the maturity of such Indebtedness does not
exceed the anticipated useful life of the Property being financed, and (ii) Indebtedness
incurred to finance the acquisition of Property (including Acquisitions),
including additions and improvements; provided, however, that any
Lien arising in connection with any such Indebtedness shall be limited to the
specified asset being financed (or replacement items) or, in the case of Real
Property, the Real Property on which such asset is attached; and provided
further, that such Indebtedness is incurred within 180 days after such
acquisition, addition or improvement by SFTP or a Subsidiary of such asset.


 


“Purchase Price”:  with respect to any Acquisition, the sum
(without duplication) of (i) the amount of cash paid by Parent and its
Subsidiaries in connection with such Acquisition, (ii) the value (as
determined for purposes of such Acquisition in accordance with the applicable
acquisition agreement) of all Capital Stock of Parent or any of its
Subsidiaries issued or given as consideration in connection with such
Acquisition (other than Qualified Net Cash Equity Proceeds applied to finance
such Acquisition within 180 days of such Acquisition or Capital Stock of Parent
that is issued in connection with and as consideration for an Acquisition), (iii) the
principal amount (or, if less, the accreted value) at the time of such
Acquisition of all Indebtedness incurred, assumed or acquired by Parent and its
Subsidiaries in connection with such Acquisition, (iv) all additional
purchase price amounts in connection with such Acquisition in the form of
earnouts, deferred purchase price and other contingent obligations that are
required to be recorded as a liability on the balance sheet of Parent and its
Subsidiaries in accordance with GAAP, Regulation S-X under the Securities Act
of 1933, as amended, or any other rule or regulation of the SEC, (v) all
amounts paid by Parent and its Subsidiaries in respect of covenants not to compete,
consulting agreements and other affiliated contracts in connection with such
Acquisition, and (vi) the aggregate fair market value of all other
consideration given by Parent and its Subsidiaries in connection with such
Acquisition.


 


“Qualified Capital Stock”:  any Capital Stock that is not Disqualified
Capital Stock.


 


“Qualified Net Cash Equity Proceeds”:  the Net Cash Proceeds of any offering of
Capital Stock of Parent so long as (i) such offering was made in express
contemplation of an Acquisition or an Investment, as the case may be, (ii) such
Capital Stock is not mandatorily redeemable prior to the date that is one year
after the final maturity date of the Tranche B Term Loans and (iii) such
Acquisition or  Investment, as the case
may be, is consummated within 180 days after receipt by Parent of such Net Cash
Proceeds.


 


“Real Properties”:  all real property, including the improvements
thereon, owned by, or leased by, any Guarantor or its Subsidiaries.


 


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“Refinancing Expenses”:  with respect to any refinancing, refunding,
replacement or renewal of any Indebtedness, accrued and unpaid interest (or
dividends) and premium thereon plus other reasonable amounts paid and fees and
expenses incurred in connection therewith.


 


“Restricted Payment”:  dividends (in cash, Property or obligations)
on, or other payments or distributions on account of, or the setting apart of
money for a sinking or other analogous fund for, or the purchase, redemption,
retirement or other acquisition of, any shares of any Capital Stock of Parent,
Holdings or SFTP or of any warrants, options or other rights to acquire the
same (or to make any payments to any Person (except “earn-out” payments or
similar payments in connection with an Acquisition or pursuant to any agreement
entered into in connection therewith, in each case where such obligation does
not constitute Indebtedness) such as “phantom stock” payments, where the amount
thereof is calculated with reference to the fair market or equity value of
Parent, Holdings or SFTP), but excluding dividends payable solely in shares of
common stock of Parent, Holdings or SFTP.


 


“Revolver Indebtedness”:  Indebtedness of SFTP in respect of Revolving
Credit Loans and Swing Line Loans (each as defined in the Six Flags First Lien
Credit Agreement).


 


“RP Eligible Proceeds”: Net Cash
Proceeds from Dispositions permitted under Sections 12(e)(iii)(B),
12(e)(iii)(F), 12(e)(iii)(G), 12(e)(iii)(H) and 12(e)(iii)(M).


 


“S&P”:  Standard & Poor’s Ratings Services,
a subsidiary of The McGraw-Hill Companies, Inc., and any successor
thereto.


 


“Second Lien Cap Amount”:  $275,000,000 at any time outstanding, in the
aggregate, less all payments of principal under the Six Flags Second Lien
Credit Documents.


 


“Senior Secured Debt”: as at the last
day of any Measurement Period, the sum of (i) the aggregate outstanding
principal amount of all Indebtedness (other than Revolver Indebtedness and the
undrawn portion of any outstanding letters of credit) of SFTP and its Subsidiaries
under the Six Flags First Lien Credit Agreement and under the Six Flags Second
Lien Credit Agreement or that otherwise is secured by property or assets of
SFTP and its Subsidiaries and that would, in conformity with GAAP, be set forth
on the balance sheet of SFTP and its Subsidiaries on such date (determined on a
consolidated basis without duplication in accordance with GAAP), plus (ii) the
average of the amount of Revolver Indebtedness outstanding on such last day and
on the last day of each of the three immediately preceding fiscal quarters. For
purposes of computing clause (b) above, the parties agree that the
Revolver Indebtedness as of each of September 30, 2009, December 31,
2009 and March 31, 2010 was $0.


 


“Senior Secured Leverage Ratio”: as at
any date, the ratio of (i) Senior Secured Debt as at such date to (i) SFTP
Consolidated Adjusted EBITDA for the Measurement Period most recently ended
prior to such date.


 


“SFTP Consolidated Adjusted EBITDA”:
for any period, for SFTP and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP) means Parent Consolidated
Adjusted EBITDA plus (i) administrative and other corporate charges
of Parent that are not allocated to or paid by SFTP or its Subsidiaries and excluding
(ii) any portion of Parent Consolidated Adjusted EBITDA (calculated on a
net basis, taking into account positive and negative items) attributable to any
Person (other than SFTP or its Subsidiaries) to the extent that SFTP or any of
its Subsidiaries is not the owner of the interests in, or recipients of the
cash received from, such Person.  The
parties hereby agree that SFTP Consolidated Adjusted EBITDA for the fiscal
quarter ending (i) June 30, 2009 was $47,603,000, (ii) September 30,
2009 was $190,348,000 and (iii) December 31, 2009 was ($15,780,000).


 


8

















 


“Shared Services Agreement”:  the Amended and Restated Shared Services
Agreement, dated as of January 1, 2006, among Parent, Holdings, SFTP and
PP Data Services Inc., a Subsidiary of Holdings, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time.


 


“Six Flags First Lien Credit Documents”:  the Six Flags First Lien Credit Agreement and
all agreements, instruments and documents executed and delivered pursuant to or
in connection with any of the foregoing (including indentures, notes,
guarantees, security agreements, mortgages and other collateral documents), in
each case, as such agreements, instruments or other documents may be amended,
amended and restated, supplemented, modified, refunded, renewed or extended,
refinanced, replaced or otherwise restructured as permitted under this
Agreement, in whole or in part from time to time with respect to all or any portion
of the Indebtedness under such agreement or agreements or any successor
replacement agreement or agreements and whether by the same or any other agent,
lender or group of lenders.


 


“Six Flags Second Lien Credit Documents”:  the Six Flags Second Lien Credit Agreement
and all agreements, instruments and documents executed and delivered pursuant
to or in connection with any of the foregoing (including indentures, notes,
guarantees, security agreements, mortgages and other collateral documents), in
each case, as such agreements, instruments or other documents may be amended,
amended and restated, supplemented, modified, refunded, renewed or extended,
refinanced, replaced or otherwise restructured as permitted under this
Agreement, in whole or in part from time to time with respect to all or any
portion of the Indebtedness under such agreement or agreements or any successor
replacement agreement or agreements and whether by the same or any other agent,
lender or group of lenders.


 


“Six Flags Second Lien Obligations”:  the “Obligations” under and as defined in the
Six Flags Second Lien Credit Agreement (and the corresponding term in any
Permitted Second Lien Refinancing Indebtedness).


 


“Tax Sharing Agreement”:  that certain Tax Sharing Agreement, effective
as of January 1, 1999 and as amended on or prior to the Closing Date,
among Parent, Holdings, and those Subsidiaries which are parties thereto, as
the same may be amended, amended and restated, supplemented or otherwise
modified from time to time.


 


“Unrestricted Cash”:  all cash that is not restricted cash, as
determined in accordance with GAAP.


 


“Wholly Owned Non-Guarantor Foreign
Subsidiary”:  has the meaning set
forth in Section 12(c)(vi) hereto.


 


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


 


(b)           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.”


 


9
















 


(c)           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.


 


(d)           As used herein and in the other Loan
Documents, and any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms relating to Parent, Holdings and its
Subsidiaries not defined in the Credit Agreement or Section 1(b) and
accounting terms partly defined in the Credit Agreement or in Section 1(b),
to the extent not defined, shall have the respective meanings given to them
under GAAP; provided that to the extent any Person does not constitute a
Subsidiary of the Parent and the Parent and its Subsidiaries do not own more
than a majority of the Capital Stock of such Person, such Person shall not be
required to be consolidated with the Parent or any of its Subsidiaries for any
purposes of the Loan Documents regardless of the requirements of GAAP.


 


(e)           Notwithstanding
any other provision contained herein, all computations of amounts and ratios
referred to in this Agreement shall be made without giving effect to any
election under FASB ASC Topic 825 “Instruments” (or any other financial
accounting standard having a similar result or effect) to value any
Indebtedness or other liabilities of SFTP at “fair value” as defined therein.


 


SECTION 2.                 Guarantee.


 


(a)           Each Guarantor,
jointly and severally, hereby unconditionally and irrevocably guarantees to 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 Obligations.  All Obligations shall be conclusively
presumed to have been created in reliance on this Agreement.


 


(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
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 an Event
of Default under Section 8(e) of the Credit Agreement).


 


(d)           The guarantee
contained in this Section 2 shall remain in full force and effect until
all of the Obligations and the obligations of each Guarantor under the
guarantee contained in this Section 2 shall have been satisfied by payment
in full in cash and the Commitment shall be terminated, notwithstanding that
from time to time the Borrowers may be free from any Obligations.


 


(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 Agreement 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 Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any other Guarantor hereunder who 


 


10

















 


shall,
notwithstanding any such payment or payments (other than payments made by any
Borrower, such Guarantor or any other Guarantor in respect of the Obligations
or any payment in cash received or collected from any Borrower, such Guarantor
or any other Guarantor in respect of the Obligations), remain liable for the
Obligations, up to the maximum liability of such Guarantor hereunder until the
Obligations are paid in full in cash and the Commitment is terminated.


 


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 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 Obligations are paid in full in cash and the
Commitment is terminated.  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 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 Obligations, whether matured or unmatured,
in such order as the Lender may determine.


 


SECTION 4.                 Amendments,
etc. with Respect to the 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 Obligations made by the Lender may be
rescinded by the Lender, and any of the Obligations continued, (b) the
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
Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith 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 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 Obligations and notice of
or proof of reliance by the Lender upon the guarantee contained in Section 2
or acceptance of the guarantee contained in Section 2; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee
contain in Section 2; 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 the
guarantee contained in Section 2. 
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 Obligations. 
The guarantee contained in Section 2 shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the
validity, regularity or enforceability of the Credit Agreement or any other
Loan Document, any of the 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 Obligations, or of any or all of the Guarantors
under the guarantee contained in Section 2, in bankruptcy or in any other
instance.  


 


11

















 


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 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.                 Bankruptcy No Discharge;
Duty of Inquiry.


 


(a)           This Agreement 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 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 Obligations.  If acceleration of the time for payment of
any 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
Agreement shall continue to be effective or shall be reinstated notwithstanding
any prior release, surrender or discharge by the Lender, of this Agreement
and/or of the Guarantors, and (ii) this Agreement 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.


 


(c)           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 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 7.                 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 8.                 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 Obligations or
any part thereof, or otherwise amend or waive the terms and conditions of the
Credit Agreement, or any provision thereof;


 


12

















 


(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 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 Obligations and apply
any and all payments or recoveries from any Borrower or any Guarantor to such
of the 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 Obligations; and


 


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


 


SECTION 9.                 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 Agreement 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
Agreement 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 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
Agreement, 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;


 


(e)           presentment, diligence in making demands hereunder,
notice of dishonor or nonperformance, protest, acceptance and notice of
acceptance of this Agreement; 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 Obligations, whether or not
consented to by the Lender.


 


13

















 


SECTION 10.               Representations
and Warranties.


 


(a)           To induce the Lender to enter into the
Credit Agreement and to induce the Lender to make the Loans to the Borrowers,
each Guarantor hereby jointly and severally represents and warrants to the
Lender on the Closing Date that:


 


(i)            Financial Condition.


 


(A)          The unaudited pro  forma
consolidated balance sheet of Parent and its consolidated Subsidiaries as at December 31,
2009 (the “Pro Forma Balance Sheet”), copies of which have heretofore
been furnished to the Lender, has been prepared in good faith based on
assumptions believed by Parent to be reasonable and as of the date of delivery
thereof, and presents fairly in all material respects on a pro  forma
basis the estimated financial position of Parent and its consolidated
Subsidiaries as at December 31, 2009, assuming that the events contemplated
under the Six Flags First Lien Credit Agreement, the Six Flags Second Lien
Credit Agreement and the Credit Agreement (including, in each case, the use of
proceeds thereunder) had actually occurred at such date and giving effect to
the other assumptions set forth therein.


 


(B)           The audited consolidated
balance sheets of Parent as at December 31, 2009 and December 31,
2008, and the related consolidated statements of income and of cash flows for
the fiscal years ended on December 31, 2009, December 31, 2008 and December 31,
2007, reported on by and accompanied by a report from KPMG LLP, present fairly
in all material respects the consolidated financial condition of Parent as at
such dates, and the consolidated results of its operations and its consolidated
cash flows for the respective fiscal years then ended.


 


(C)           The audited consolidated
balance sheets of each of the Georgia Park and the Texas Park as at December 31,
2009 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).  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 Agreement.  During the period from December 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.


 


(D)          Parent and its Subsidiaries do not have
any material Guarantee, contingent liabilities and liabilities for taxes, or
any 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 Parent referred to in this
paragraph or otherwise permitted by this Agreement and disclosed to the Lender in writing.  During the period from December 18,


 


14

















 


2009 to  and including the date hereof there has been no Disposition
by Parent or any of its Subsidiaries of any material part of its Business or
Property.


 


(ii)           No  Change. 
Since December 31, 2009, except as otherwise described in the
Confidential Information Memorandum and the Plan of Reorganization, there has
been no development or event that has had or could reasonably be expected to
have a Material Adverse Effect.


 


(iii)          Existence; Compliance with
Law.  Each of
Parent, Holdings and its Subsidiaries (other than the Inactive Subsidiaries) (i) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of 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 each case referred to in clauses, (ii), (iii) or (iv), to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(iv)          Corporate Power; Authorization;
Enforceable Obligations.  Upon entry by the Bankruptcy Court of the
Confirmation Order, each Guarantor has the corporate (or equivalent) power and
authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and to consummate the Transactions.  Each Guarantor has taken all necessary
corporate (or equivalent) action to authorize the execution, delivery and
performance of this Agreement and the consummation of the Transactions.  No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required to be obtained by any Guarantor in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
except (i) consents, authorizations, filings and notices described in
Schedule 10(d) which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and (ii) those
approvals, consents, exemptions, authorizations or other actions, notices or
filings, the failure of which to obtain or make could not reasonably be
expected to have a Material Adverse Effect. 
This Agreement has been duly executed and delivered on behalf of each
Guarantor.  This Agreement 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).


 


(v)           No Legal Bar.  The execution, delivery and performance of
this Agreement by the Guarantors, and the consummation of the Transactions will
not violate any Requirement of Law applicable to, or any Contractual Obligation
of, Parent, Holdings or any of its Subsidiaries except to the extent such
violation could not reasonably be expected to have a Material Adverse Effect
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 or any such Contractual Obligation (other than the Liens created under the Six Flags
First Lien Credit Documents and/or the Six Flags Second Lien Credit Documents).


 


(vi)          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 contemplated
hereby or thereby, or (ii) that if adversely determined, could reasonably
be expected to have a Material Adverse Effect.


 


15

















 


(vii)         No  Default. 
No Guarantor nor any of its Subsidiaries is in default under or with
respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred
and is continuing.


 


(viii)        Ownership of Property; Liens. 
Each of Holdings and its Subsidiaries has title in fee simple to, or a
valid leasehold interest in, all its material Real Property, and good title to,
or a valid leasehold interest in, all its other material Property, and none of
such Property (including the Real Property) is subject to any Lien except a
Permitted Lien.


 


(ix)           Subsidiaries.  Schedule
10(i), as of the Closing Date, sets forth the name and jurisdiction of
formation of each Subsidiary (other than Inactive Subsidiaries but including
all Subsidiary Guarantors) of Parent and, as to each such Subsidiary, the percentage
of each class of Capital Stock owned by any Loan Party, and, except as so
disclosed, there are no outstanding subscriptions, options, warrants, calls,
rights or other agreements or commitments (other than directors’ qualifying
shares) of any nature relating to any Capital Stock of Holdings, SFTP or any
such Subsidiary, except as created by the Six Flags First Lien Credit Documents
and the Six Flags Second Lien Credit Documents.


 


(x)            Accuracy of Information, Etc.  No financial statement or written information
(other than projections, estimates, forward-looking information and information
of a general industry or economic nature) contained in this Agreement, or
contained in any other document, certificate or financial statement furnished
by or on behalf of any Guarantor to the Lender, the Bankruptcy Court or any of
them, for use in connection with the transactions contemplated by this
Agreement and the Credit Agreement, when considered as a whole, contained as of
the date such financial statement, written information, document or certificate
was so furnished, any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they were made not materially
misleading.  The projections, estimates
and forward-looking information contained in the materials referenced above
were based upon good faith estimates and assumptions believed by the management
of Holdings to be reasonable at the time made, it being recognized by the
Lender that such projections, estimates and forward-looking information as it
relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such projections, estimates and forward-looking
information may differ from the projected results set forth therein, and such
differences may be material.  There is no
fact known to any Guarantor that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein, in the
Credit Agreement or in any other documents, certificates and written financial
statements furnished to the Lender for use in connection with the transactions
contemplated hereby and by the Credit Agreement.


 


(xi)           Intellectual Property. No action or
proceeding is pending by any Person or, to the knowledge of Holdings or SFTP,
threatened, or imminent, on the date hereof, and no holding, decision or
judgment has been rendered by any Governmental Authority or arbitrator which
may limit, cancel or challenge the validity, enforceability, ownership or use
of, any intellectual property owned or licensed by Holdings or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect, nor does any Guarantor know of any valid basis for any such claim
except for claims, actions, proceedings, holdings, decisions or judgments
which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.  Each
Guarantor, and any of their respective Subsidiaries, has complied in all
material respects with the terms and provisions of each License Agreement to
which it is a party.  To the knowledge of
each Guarantor and any of their respective Subsidiaries, no Person is
infringing, impairing, misappropriating or otherwise violating any intellectual
property subject to any License Agreement. 
To the knowledge of each Guarantor and any of their respective
Subsidiaries, no event has occurred which permits, or after notice or lapse of
time or both


 


16

















 


would permit, the revocation
or termination of the rights of any Guarantor or any of their Subsidiaries
under any License Agreement to which it is a party.


 


(xii)          Additional Representations and
Warranties.  The
representations and warranties set forth in Sections 6.10, 6.12, 6.13,
6.14, 6.17, 6.20 and 6.22 of the Six Flags First Lien Credit Agreement (as in
effect on the Closing Date) as they relate to such Guarantor, each of which is
hereby incorporated herein by reference to the benefit of the Lender and the
Lender shall be entitled to rely on each of them as if they were fully set
forth herein.


 


(b)           Representations
and Warranties on each Borrowing Date.  Each of the representations and warranties
made by any Guarantor in or pursuant to this Agreement shall be true and
correct in all material respects on and as of each Borrowing Date as if made on
and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and
warranties were true and correct in all material respects as of such earlier
date.


 


SECTION 11.               Affirmative
Covenants.


 


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


 


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


 


(i)         as
soon as available and in any event within 90 days after the end of each fiscal
year of Parent, consolidated statements
of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries for such fiscal year
and the related consolidated balance sheets of Parent and its Subsidiaries as at the end of such
fiscal year, setting forth in each case in comparative form the corresponding
consolidated figures for the preceding fiscal year, accompanied by an opinion
thereon of independent certified public accountants of recognized national
standing, which opinion shall state that such consolidated financial statements
present fairly in all material respects the consolidated financial condition
and results of operations of Parent and its Subsidiaries as at the end of, and for, such fiscal year in
accordance with GAAP (it being agreed that such financial statements will be
accompanied by a reconciliation statement to the operations of SFTP and its
Subsidiaries);


 


(ii)        the
financial statements and other information set forth in Section 6.1(a) of
the Credit Agreement;


 


(iii)       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 Parent, interim condensed consolidated statements
of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries for such period and for
the period from the beginning of the respective fiscal year to the end of such
period, and the related consolidated balance sheets of Parent and its Subsidiaries, as at the end of such
period, setting forth in each case in comparative form the corresponding
consolidated figures for the corresponding periods in the preceding fiscal year
(except that, in the case of balance sheets, such comparison shall be to the
last day of the prior fiscal year), accompanied by a reconciliation statement
to the operations of SFTP and its Subsidiaries and a certificate of a Responsible
Officer of Parent, which
certificate shall state that such consolidated financial statements present
fairly in all material respects the interim condensed consolidated financial
condition and results of operations of Parent and its Subsidiaries, in each case in 


 


17

















 


accordance with
GAAP, consistently applied, as at the end of, and for, such period (subject to
normal year-end audit adjustments);


 


(iv)       concurrently with any
delivery of financial statements under clauses (i), (ii) or (iii) of
this Section 11(a), a certificate of a Responsible Officer of Parent, (A) to
the effect that no Default or Event of Default has occurred and is continuing
(or, if any Default or Event of Default has occurred and is continuing,
describing the same in reasonable detail and describing the action that being
taken or proposed to be taken with respect thereto), (B) setting forth in
reasonable detail the computations necessary to determine whether the
Guarantors were in compliance with Sections 12(a), 12(b),
12(c)(xiii) and 12(g)(xxii) as of the end of the respective quarterly
fiscal period or fiscal year, (C) setting forth the aggregate Restricted
Payments made pursuant to Section 12(f)(vi)(A) and Section 12(f)(viii) and
(D) including a description of such Restricted Payment or Investment by
category and aggregate Investments made pursuant to Section 12(g)(vii) during
the applicable quarterly fiscal period or fiscal year;


 


(v)        as soon as available, and in
any event no later than 75 days after the end of each fiscal year of Parent, a
detailed consolidated budget for the following fiscal year;


 


(vi)       within 45 days after the end
of each of the first three fiscal quarters of Parent and within 90 days after
each fiscal year of Parent, a narrative discussion and analysis of the
financial condition and results of operations of Parent and its Subsidiaries
for such fiscal period and, if applicable, for the period from the beginning of
the then current fiscal year to the end of such fiscal quarter, as compared to
the comparable periods of the previous year;


 


(vii)      promptly upon their becoming
available, copies of all registration statements and regular periodic reports,
if any, that Parent, Holdings or SFTP shall have filed with the Securities and
Exchange Commission (or any governmental agency substituted therefor) or any
national securities exchange (other than amendments to any registration
statement (to the extent such registration statement, in the form it became
effective, is delivered), exhibits to any registration statement and, if
applicable, any registration statement on Form S-8);


 


(viii)     promptly upon receipt
thereof, copies of any final management letters (other than special letters)
prepared by Parent’s independent public accountants with respect to the audit
of the financial statements of Parent and its Subsidiaries;


 


(ix)       within 15 Business Days
after the end of each of the calendar months of June, July, August, September and
October, a performance report in respect of the Georgia Park and the Texas Park
detailing on a park-by-park basis attendance and revenue for the preceding
calendar month and showing a comparison to budget, to the same period in the
prior year and year-to-date in the prior year; and


 


(x)        from time to time such other
information regarding the financial condition, operations, business or
prospects of Parent or any of its Subsidiaries, or compliance with the terms of
this Agreement, as the Lender may reasonably request.


 


Notwithstanding the foregoing, the obligations
in clauses (i), (iii) and (vi) of this Section 11(a) may be
satisfied with respect to the financial information of Parent and its
Subsidiaries by furnishing Parent’s Form 10-K or 10-Q, as applicable, to
the extent filed with the SEC.


 


Documents required to be delivered pursuant
to clauses (i), (iii), (v), (vi) and (vii) of this Section 11(a) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which Parent posts such documents, or
provides a link to the Lender thereto on Parent’s 


 


18

















 


website on the
Internet; or (ii) on which such documents are posted on Intralinks,
SyndTrak, DataSite or a substantially similar electronic transmission, in each
case, providing access thereto for the Lender (each a “Platform”); provided
that (A) upon written request by the Lender, Parent or SFTP shall deliver
paper copies of such documents to the Lender until a written request to cease
delivering paper copies is given by the Lender and (B) Parent or SFTP
shall notify (which may be by facsimile or electronic mail) the Lender of the
posting of any such documents and provide to the Lender by electronic mail
electronic versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in
every instance SFTP shall be required to provide paper copies of the
certificate required by Section 11(a)(iv) to the Lender.


 


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


 


(i)         promptly after any
Responsible Officer of Parent, Holdings or SFTP has actual knowledge of facts
that would give him or her reason to believe that any Default or Event of
Default has occurred, notice of such Default or Event of Default;


 


(ii)        promptly after receipt or
delivery thereof, a copy of any notice of (x) of any Event of Default (as
defined in the Six Flags First Lien Credit Agreement), any Event of Default (as
defined in the Six Flags Second Lien Credit Agreement) or acceleration
thereunder, (y) any notice of any amendment of the definitions of “Applicable
Margin” or “Eurocurrency Base Rate” under the Six Flags First Lien Credit
Agreement or any substantially similar terms under any Successor Six Flags
First Lien Facility; and (z) any notice delivered pursuant to Sections 8.2(c) and
8.2(e) of the Six Flags First Lien Credit Agreement and any notice
delivered pursuant to Sections 6.2(c) and 6.2(e) of the Six Flags
Second Lien Credit Agreement;


 


(iii)       as soon as any executive
officer of Parent, Holdings or SFTP has actual knowledge of the facts that
would give him or her reason to know of the occurrence thereof, prompt notice
of all legal or arbitral proceedings, and of all proceedings by or before any
governmental or regulatory authority or agency, and of any material development
in respect of such legal or other proceedings, affecting Parent or any of its
Subsidiaries that, if adversely determined, could reasonably be expected to
result in aggregate liabilities or damages in excess of $5,000,000 over available
insurance or indemnification by creditworthy third parties;


 


(iv)       as soon as possible, and in
any event within five days prior to the incurrence by Parent of Indebtedness
pursuant to any Indenture, notice of such incurrence; and


 


(v)        prompt notice of any other
development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.


 


Each notice delivered under this Section 11(b) 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.


 


(c)           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 Inactive
Subsidiaries) 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 (x) in
the case of clause (B) above, to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect or (y) in the
case of clause (A) or (B) above, pursuant to a transaction permitted
by Section 12(e);


 


19
















 


(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 Parent, Holdings and
its Subsidiaries (taken as a whole) in good working order and condition, except
for failures that 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 a 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
public accountants and the park presidents of the Georgia Park and the Texas
Park, all to the extent reasonably requested by the Lender.  The Lender shall give Parent the opportunity
to participate in any such discussion with the park presidents of the Georgia
Park and the Texas Park and Parent’s independent public accountants.  Notwithstanding anything to the contrary in
this Section 11(c)(v), none of Parent 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 its representatives or
contractors) is prohibited by law or any binding agreement.


 


(d)           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 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
Holdings and its Subsidiaries) as are customarily carried under similar
circumstances by such other Persons.


 


(e)           Compliance with Contractual
Obligations and Requirements of Law.  (i) Comply in all material respects with
the License Agreements and (ii) 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.


 


(f)            Additional Guarantors.  With respect to any new
Subsidiary of SFI or any of its Wholly Owned Subsidiaries created or acquired
after the Closing Date which becomes a guarantor under the Six Flags First Lien
Credit Agreement or the Six Flags Second Lien Credit Agreement, promptly, and
in any event concurrently with such Subsidiary becoming a guarantor under the
Six Flags First Lien Credit Agreement or Six Flags Second Lien Credit Agreement
(or such longer period as the Lender may agree in its reasonable discretion) (i) cause
such new Subsidiary to become a party to this Agreement pursuant to a joinder
in the form of Exhibit B attached hereto and (ii) if reasonably
requested by the 


 


20

















 


Lender
legal opinions relating to the guarantee by such Subsidiary of the Obligations,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Lender.


 


(g)           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 Agreement and the other Loan
Documents.  Upon the exercise by the
Lender of any power, right, privilege or remedy pursuant to this Agreement or
the other Loan Documents which requires any consent, approval, recording,
qualification or authorization of any Governmental Authority, Parent will, or
will cause the relevant Subsidiary to, 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
Parent or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.


 


SECTION 12.               Negative
Covenants.  To induce
the Lender to enter into the Credit Agreement and to make the Loans to the
Borrowers, so long as
this Agreement remains in effect and the principal of and interest on the Loans
and all Expenses have not been paid in full in cash or the Commitment has not
been terminated, each of Parent, Holdings and SFTP shall not and
shall not permit any of its Subsidiaries to, directly or indirectly:


 


(a)           Leverage Ratios.


 


(i)         First
Lien Leverage Ratio.  Permit
the First Lien Leverage Ratio as at the last day of any Measurement Period of
SFTP ending on or closest to the applicable date set forth below to exceed the
ratio set forth opposite such date:


 




	
  Date

  	
   

  	
  First Lien Leverage Ratio

  
	
  September 30, 2010

  	
   

  	
  5.75 to 1.00

  
	
  December 31, 2010

  	
   

  	
  5.75 to 1.00

  
	
  March 31, 2011

  	
   

  	
  5.50 to 1.00

  
	
  June 30, 2011

  	
   

  	
  5.50 to 1.00

  
	
  September 30, 2011

  	
   

  	
  5.50 to 1.00

  
	
  December 31, 2011

  	
   

  	
  5.00 to 1.00

  
	
  March 31, 2012

  	
   

  	
  5.00 to 1.00

  
	
  June 30, 2012

  	
   

  	
  5.00 to 1.00

  
	
  September 30, 2012

  	
   

  	
  5.00 to 1.00

  
	
  December 31,
  2012

  	
   

  	
  4.50 to 1.00

  
	
  March 31,
  2013

  	
   

  	
  4.50 to 1.00

  
	
  June 30,
  2013

  	
   

  	
  4.50 to 1.00

  






 


21

















 




	
  Date

  	
   

  	
  First Lien Leverage Ratio

  
	
  September 30,
  2013

  	
   

  	
  4.50 to 1.00

  
	
  December 31,
  2013 and thereafter

  	
   

  	
  4.25 to 1.00

  






 


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


 




	
  Date

  	
   

  	
  First Lien Leverage Ratio

  
	
  September 30, 2010

  	
   

  	
  7.50 to 1.00

  
	
  December 31, 2010

  	
   

  	
  7.50 to 1.00

  
	
  March 31, 2011

  	
   

  	
  7.25 to 1.00

  
	
  June 30, 2011

  	
   

  	
  7.25 to 1.00

  
	
  September 30, 2011

  	
   

  	
  7.25 to 1.00

  
	
  December 31, 2011

  	
   

  	
  6.50 to 1.00

  
	
  March 31, 2012

  	
   

  	
  6.50 to 1.00

  
	
  June 30, 2012

  	
   

  	
  6.50 to 1.00

  
	
  September 30, 2012

  	
   

  	
  6.50 to 1.00

  
	
  December 31,
  2012

  	
   

  	
  6.00 to 1.00

  
	
  March 31,
  2013

  	
   

  	
  6.00 to 1.00

  
	
  June 30,
  2013

  	
   

  	
  6.00 to 1.00

  
	
  September 30,
  2013

  	
   

  	
  6.00 to 1.00

  
	
  December 31,
  2013 and thereafter

  	
   

  	
  5.75 to 1.00

  






 


(b)           Consolidated
Interest Coverage Ratio.  Permit
the Consolidated Interest Coverage Ratio as at the last day of any Measurement Period of SFTP ending on or closest
to the applicable date set forth below to be less than the ratio set forth opposite such date:


 




	
  Date

  	
   

  	
  Consolidated Interest Coverage

  Ratio

  
	
  September 30, 2010

  	
   

  	
  1.75 to 1.00

  
	
  December 31, 2010

  	
   

  	
  1.75 to 1.00

  






 


22

















 




	
  Date

  	
   

  	
  Consolidated Interest Coverage

  Ratio

  
	
  March 31, 2011

  	
   

  	
  1.75 to 1.00

  
	
  June 30, 2011

  	
   

  	
  1.75 to 1.00

  
	
  September 30, 2011

  	
   

  	
  1.75 to 1.00

  
	
  December 31, 2011

  	
   

  	
  2.00 to 1.00

  
	
  March 31, 2012

  	
   

  	
  2.00 to 1.00

  
	
  June 30, 2012

  	
   

  	
  2.00 to 1.00

  
	
  September 30,
  2012

  	
   

  	
  2.00 to 1.00

  
	
  December 31,
  2012

  	
   

  	
  2.25 to 1.00

  
	
  March 31,
  2013

  	
   

  	
  2.25 to 1.00

  
	
  June 30,
  2013

  	
   

  	
  2.25 to 1.00

  
	
  September 30,
  2013

  	
   

  	
  2.25 to 1.00

  
	
  December 31,
  2013

  	
   

  	
  2.25 to 1.00

  
	
  March 31,
  2014 and thereafter

  	
   

  	
  2.25 to 1.00

  






 


provided that for
the purpose of determining Consolidated Interest Coverage Ratio for the fiscal
quarters ending September 30, 2010, December 31, 2010 and March 31,
2011, Consolidated Interest Expense for the relevant period shall be deemed to
equal Consolidated Interest Expense for each such fiscal quarter (and, in the
case of September 30, 2010, December 31, 2010 and March 31,
2011, each previous fiscal quarter commencing after the Closing Date) multiplied
by 2 and 4/3, respectively.


 


(c)           Indebtedness. 
Create, incur or suffer to exist any Indebtedness except:


 


(i)         Indebtedness of any Covenant
Loan Party pursuant to any Loan Document and any Indebtedness of such Covenant
Loan Party incurred to refinance, refund, replace or renew any such
Indebtedness;


 


(ii)        Indebtedness of any Person
outstanding on the date hereof and listed on Schedule 10(c)(ii), and any
Indebtedness of such Person incurred to refinance, refund, replace or renew any
such outstanding Indebtedness, provided that the principal amount (or
accreted value, if applicable) of such refinancing, refunding, replacement or
renewal of Indebtedness does not exceed the principal amount of Indebtedness
(or accreted value, if applicable) being so refinanced, refunded, replaced or
renewed plus all interest capitalized in connection therewith, plus the
Refinancing Expenses and any costs and premiums associated with such
refinancing, refunding, replacement or renewal;


 


(iii)       Indebtedness under the Six
Flags First Lien Credit Documents in an aggregate principal amount not to
exceed the Cap Amount and any Indebtedness incurred to 


 


23

















 


refinance, refund, replace, renew, amend,
amend and restate, supplement, modify, extend, replace or otherwise restructure
the Six Flags First Lien Credit Agreement (any such Indebtedness, “Permitted
First Lien Refinancing Indebtedness”); provided that the terms and
conditions thereof do not (A) restrict the ability of the Guarantors to
pay and perform the Obligations in accordance with the terms hereof, (B) restrict
the ability of the Borrowers to pay the Lender under the Credit Agreement in
accordance with the terms thereof (to a greater extent than it is restricted on
the date hereof), (C) restrict the ability of the Loan Parties and their
Subsidiaries to make restricted payments to, make loans to, or other
investments (to a greater extent than it is restricted on the date hereof) in,
the Borrowers, or (D) restrict the ability of the Loan Parties and their
Subsidiaries to perform their obligations under the License Agreements and the
Partnership Parks Agreements in accordance with the terms thereof;


 


(iv)       (A) Indebtedness of any
Covenant Loan Party to any other Covenant Loan Party and (B) Guarantees by
any Covenant Loan Party of obligations of any other Covenant Loan Party; provided,
that the Indebtedness of Parent to Holdings, SFTP or any Subsidiary of SFTP
shall only be permitted to the extent such funds may be distributed to Parent
in compliance with Section 12(f);


 


(v)        Indebtedness of any
Non-Guarantor Subsidiary to Holdings or to any other Subsidiary of Holdings,
and Guarantees by Holdings or any Subsidiary of Indebtedness of any such
Non-Guarantor Subsidiary, in an aggregate amount outstanding for all such
Indebtedness and Guarantees (without duplication), together with the aggregate
outstanding amount of Investments in such Non-Guarantor Subsidiaries made as
permitted by Section 12(g)(xxii), not exceeding $57,500,000 at any one
time outstanding; provided that the aggregate amount of such
Indebtedness of, and such Guarantees of Indebtedness of, and Investments made
as permitted by Section 12(g)(xxii) in, Foreign Subsidiaries shall not
exceed $57,500,000 at any one time outstanding;


 


(vi)       Indebtedness of any
Non-Guarantor Subsidiary which is both a Wholly Owned Subsidiary and a Foreign
Subsidiary (a “Wholly Owned Non-Guarantor Foreign Subsidiary”) to any
other Wholly Owned Non-Guarantor Foreign Subsidiary, and Guarantees by any
Wholly Owned Non-Guarantor Foreign Subsidiary of obligations of any other
Wholly Owned Non-Guarantor Foreign Subsidiary;


 


(vii)      (A) Indebtedness
consisting of Purchase Money Indebtedness (including, for the avoidance of
doubt, Indebtedness financing Investments permitted under Section 12(g) in
connection with Permitted Acquisitions) and Capital Lease Obligations incurred
after the date hereof in an aggregate principal amount not in excess of
$115,000,000 at any one time outstanding and (B) any Indebtedness incurred
to refinance, refund, replace or renew the Indebtedness described in the
foregoing clause (A), provided that the principal amount (or accreted
value, if applicable) of such refinancing, refunding, replacement or renewal of
Indebtedness does not exceed the principal amount of the Indebtedness (or
accreted value, if applicable) being so refinanced, refunded, replaced or
renewed plus all interest capitalized in connection therewith and the
Refinancing Expenses;


 


(viii)     (A) Indebtedness of any Person outstanding on the
date on which such Person becomes a Subsidiary of SFTP or is merged into or
consolidated with or into SFTP or any of its Subsidiaries in an aggregate
principal amount not in excess of $57,500,000 at any one time outstanding; provided,
that (x) such Indebtedness was not created in connection with, or in
anticipation of, such acquisition and (y) the amount of such Indebtedness
is not increased thereafter unless solely as a result of capitalization of
interest or otherwise incurred under another 


 


24

















 


subsection of this Section 12(c) substantially
contemporaneously with such merger or consolidation, and (B) any
Indebtedness incurred to refinance the Indebtedness described in the foregoing
clause (A), provided that the principal amount (or accreted value, if
applicable) of such refinancing Indebtedness does not exceed the principal
amount of the Indebtedness being so refinanced plus capitalized interest and
any Refinancing Expenses associated therewith;


 


(ix)       Indebtedness under the Six
Flags Second Lien Credit Documents in an aggregate principal amount not to
exceed the Second Lien Cap Amount and any Indebtedness incurred to refinance,
refund, replace or renew such Indebtedness (or previous refinancing, refunding,
replacement or renewal thereof) (any such Indebtedness, “Permitted Second
Lien Refinancing Indebtedness”); provided that (A) there are no
direct or contingent obligors with respect to such Indebtedness other than
Persons that are obligors under the Loan Documents, (B) such Indebtedness
shall have a final maturity date equal to or later than the final maturity date
of the refinanced, refunded, replaced or renewed Indebtedness and a weighted
average life to maturity equal to or longer than that of the refinanced
Indebtedness, and (C) the terms and conditions of any such Indebtedness,
taken as a whole, are not materially less favorable to the Lender than the
terms and conditions of the refinanced, refunded, replaced or renewed Indebtedness
and would be permitted for an amendment of the Six Flags Second Lien Credit
Agreement under Section 12(i);


 


(x)        Indebtedness representing
deferred compensation to employees of Parent and its Subsidiaries incurred in
the ordinary course of business;


 


(xi)       Indebtedness incurred by
Parent and its Subsidiaries in a Permitted Acquisition, any other Investment
expressly permitted hereunder or any Disposition, in each case to the extent
constituting (A) contingent liabilities in respect of any indemnification,
adjustment of purchase price, earn-out, non-compete, consulting, deferred
compensation and similar obligations of Parent and its Subsidiaries incurred in
connection therewith and (B) obligations in respect of purchase price
adjustments or similar adjustments incurred by Parent or its Subsidiaries under
agreements governing Permitted Acquisitions, Investments permitted hereunder or
Dispositions;


 


(xii)      Indebtedness consisting of (A) the
financing of insurance premiums or (B) take-or-pay obligations contained
in supply arrangements, in each case, in the ordinary course of business;


 


(xiii)     obligations in respect of
performance, bid, appeal, stay, customs and surety bonds, performance and
completion guarantees, bank guarantees, bankers’ acceptances, including in
respect of self-insurance, workers compensation claims or other Indebtedness
with respect to reimbursement type obligations regarding workers compensation
claims, deferred compensation, severance, pension and health and welfare
retirement benefits or the equivalent thereof to current and former employees
of Parent and its Subsidiaries and similar obligations provided by Parent or
any of its Subsidiaries or obligations in respect of letters of credit related
thereto, in each case, in the ordinary course of business, existing on the
Closing Date or consistent with past practice;


 


(xiv)     unsecured Indebtedness of
Parent or Holdings so long as after giving pro  forma effect to
the incurrence of such Indebtedness and the use of the Net Cash Proceeds thereof
the Consolidated Leverage Ratio would not exceed 5.25 to 1.00; provided
that, in the case of such Indebtedness, (x) after giving effect to such
Indebtedness and the use of the Net Cash Proceeds thereof, the Loan Parties
shall be in compliance on a pro  forma basis with Sections 12(a) and
(b), and (y) the terms and conditions of such Indebtedness (excluding
rate, fees and yield), taken as a 


 


25

















 


whole, shall not be materially more
restrictive on the Loan Parties than the terms and conditions contained herein;


 


(xv)      other Indebtedness incurred
by Parent or any of its Subsidiaries in an amount not to exceed $23,000,000
outstanding at any time;


 


(xvi)     cash management obligations
and other Indebtedness in respect of netting services, automatic clearinghouse
arrangements, employees credit or purchase cards, overdraft protections and
similar arrangements, in each case, in connection with deposit accounts;


 


(xvii)    Indebtedness of GP Holdings, Inc.,
SFT Holdings, Inc., Six Flags Over Texas, Inc., SFOG II, Inc.
and/or the Partnership Parks Entities owed to Parent or to any other Subsidiary
of Parent that constitute “affiliate loans” for purposes of the Partnership
Parks Agreements;


 


(xviii)   other Indebtedness of the
Partnership Parks Entities and any Guarantees of the obligations thereunder to
the extent such Guarantees are not provided by or recourse to a Covenant Loan
Party; and


 


(xix)      Guarantees
incurred in the ordinary course of business in respect of obligations to suppliers,
advertisers, licensees or similar Persons that are not for borrowed money.


 


For purposes of determining compliance with
any Dollar-denominated restriction on the incurrence of Indebtedness, the
Dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term debt, or
first committed, in the case of revolving credit debt; provided that if
such Indebtedness is incurred to extend, replace, refund, refinance, renew or
defease other Indebtedness denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would
cause the applicable Dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such
extension, replacement, refunding, refinancing, renewal or defeasance, such
Dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being extended, replaced, refunded,
refinanced, renewed or defeased.


 


(d)           Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except
the following (“Permitted Liens”):


 


(i)         Liens
created pursuant to the Six Flags First Lien Credit Documents;


 


(ii)        Liens
in existence on the date hereof and listed on Schedule 12(d)(ii) and
any extension, modification, renewal or replacement thereof; provided
that such extension, modification, renewal or replacement does not increase the
outstanding principal amount of the Indebtedness secured thereby except by the
amount of the Refinancing Expenses associated therewith or, to cover
Indebtedness not otherwise prohibited under Section 12(c) and, provided
further that any such Lien does not extend to any additional Property
other than after-acquired Property that is affixed or incorporated into the
Property covered by such Lien or financed by Indebtedness permitted under Section 12(c);


 


(iii)       Liens
imposed by any Governmental Authority for taxes, assessments and other charges
or levies that are (A) not yet due, (B) being contested in good faith
and by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of 


 


26

















 


Parent or
the affected Subsidiaries, as the case may be, to the extent required by GAAP
or, in the case of any Foreign Subsidiary, generally accepted accounting
principles in effect from time to time in the jurisdiction of organization of
such Foreign Subsidiary or (C) not otherwise required to be paid under Section 11(c)(ii);


 


(iv)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’, landlords’,
brokers’ or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days (or if more than 30 days
overdue, are unfiled and no other action has been taken to enforce such Lien)
or that are being contested in good faith and by appropriate proceedings, and
Liens securing judgments but only to the extent for an amount and for a period
not resulting in an Event of Default under Sections 8(f) or (g) of
the Credit Agreement;


 


(v)        Liens
not securing Indebtedness or hedging obligations incurred or deposits made in
the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other types of social security legislation and other
similar obligations incurred in the ordinary course of business;


 


(vi)       Liens
securing obligations in respect of the performance of bids, trade contracts,
governmental contracts and leases (other than for Indebtedness for borrowed
money including any precautionary Uniform Commercial Code financing statements
filed by a lessor with respect to any equipment lease), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations
of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business;


 


(vii)      easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business and encumbrances consisting of zoning restrictions,
easements, licenses, restrictions on the use of Property or minor imperfections
in title thereto that, in the aggregate that do not interfere in any material
respect with the ordinary conduct of the business of Parent or any of its Subsidiaries;


 


(viii)     Liens
securing Purchase Money Indebtedness or Capital Lease Obligations to the extent
such Indebtedness is permitted to be incurred under Section 12(c)(vii); provided,
that such Liens shall encumber only the Property that is the subject of such
Purchase Money Indebtedness or Capital Lease Obligations; provided that individual financings of equipment provided by one
lender may be cross-collateralized to other financings of equipment by such
lender;


 


(ix)       Liens
securing Indebtedness to the extent such Indebtedness is permitted under Section 12(c)(viii);
provided, that such Liens shall encumber only the Property that is the
subject of such Indebtedness;


 


(x)        Liens
pursuant to the Great Escape Agreements or pursuant to leases, concessions and
similar arrangements, or other arrangements entered into in the ordinary course
of business by Holdings and its
Subsidiaries, that could not reasonably be expected to have a Material Adverse
Effect;


 


(xi)       Liens
securing any Indebtedness permitted by Section 12(c)(ix);


 


(xii)      Liens
on any asset of a Person existing at the time such Person becomes a Subsidiary
of SFTP or is merged into or consolidated with or into SFTP or any of its
Subsidiaries and not created in contemplation of such event;


 


27

















 


(xiii)     leases,
licenses, subleases or sublicenses (including the provision of software under
an open source license) granted to others in the ordinary course of business
which do not (A) interfere in any material respect with the business of Holdings or any material Subsidiary, taken as a whole, or
(B) secure any Indebtedness;


 


(xiv)     Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in
the ordinary course of business;


 


(xv)      Liens (A) of
a collection bank arising under Section 4-210 of the Uniform Commercial
Code on the items in the course of collection, (B) attaching to commodity
trading accounts or other commodities brokerage accounts incurred in the
ordinary course of business and (C) in favor of a banking or other
financial institution arising as a matter of law encumbering deposits or other
funds maintained with a financial institution (including the right of set off)
and which are within the general parameters customary in the banking industry;


 


(xvi)     Liens (A) on
cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 12(g) to be applied against
the purchase price for such Investment, (B) consisting of an agreement to
Dispose of any property in a Disposition permitted under Section 12(e), in
each case, solely to the extent such Investment or Disposition, as the case may
be, would have been permitted on the date of the creation of such Lien, and (C) on
securities that are the subject of repurchase agreements constituting Permitted
Investments;


 


(xvii)    (A) any
interest or title of a lessor under leases entered into by Holdings or any of its Subsidiaries in the ordinary
course of business and (B) ground leases in respect of Real Property on
which facilities owned or leased by the Covenant Loan Parties are located;


 


(xviii)   Liens
that are contractual rights of set-off (A) relating to the establishment
of depository relations with banks or other financial institutions not given in
connection with the issuance of Indebtedness, (B) relating to pooled
deposit or sweep accounts of Parent or
any of its Subsidiaries to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of Parent and its Subsidiaries or (C) relating to
purchase orders and other agreements entered into with customers of Parent or any of its Subsidiaries in the ordinary
course of business;


 


(xix)      Liens
arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by SFTP or any of the Subsidiaries
in the ordinary course of business;


 


(xx)       Liens
solely on any cash earnest money deposits made by Holdings or any of the Subsidiaries in connection with
any letter of intent or purchase agreement permitted hereunder;


 


(xxi)      Liens
arising from precautionary Uniform Commercial Code financing statement filings;


 


(xxii)     other
Liens securing Indebtedness or other obligations in an aggregate principal
amount at any time outstanding not to exceed $11,500,000;


 


(xxiii)    Liens
securing Indebtedness to the extent such Indebtedness is permitted under
Sections 12(c)(xii) and (xvi);


 


28

















 


(xxiv)   pledges
and deposits in the ordinary course of business securing deductibles,
self-insurance, co-payments (or insurance of similar obligations) or
liabilities for reimbursement obligations of (including in respect of letters
of credit or bank guarantees for the benefit of), insurance carriers providing
property, casualty or liability insurance to any Covenant Loan Party;


 


(xxv)    Liens
securing Indebtedness permitted by Section 12(c)(xviii); provided
that such Lien shall not encumber Property of any Covenant Loan Party; and


 


(xxvi)   Liens
pursuant to the Partnership Parks Agreements or on limited partnership units
owned by any of the Partnership Parks Entities.


 


(e)           Prohibition of Fundamental
Changes.


 


(i)         Mergers.  Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that:


 


(A)          Holdings or any Subsidiary of SFTP may
merge with (I) SFTP (including a merger, the purpose of which is to
reorganize SFTP into a new jurisdiction), provided that (x) SFTP
shall be the continuing or surviving Person and (y) such merger does not result
in SFTP ceasing to be incorporated under the laws of the United States, any
state thereof or the District of Columbia or (II) any one or more other
Subsidiaries of SFTP, provided that when any Subsidiary that is a
Covenant Loan Party is merging with another Subsidiary of SFTP, a Covenant Loan
Party shall be the continuing or surviving Person;


 


(B)           (I) any Subsidiary of Parent that is
not a Covenant Loan Party may merge or consolidate with or into any other
Subsidiary of Parent, provided that if such Subsidiary is a Covenant
Loan Party, the Covenant Loan Party shall be the continuing or surviving Person
and (II) any Subsidiary of Parent may liquidate or dissolve or change its
legal form if Parent determines in good faith that such action is in the best
interests of Parent and its Subsidiaries and is not materially disadvantageous
to the Lender;


 


(C)           any Subsidiary of SFTP may Dispose of all
or substantially all of its assets (upon voluntary liquidation or otherwise) to
SFTP or another Subsidiary of SFTP; provided that if the transferor in
such a transaction is a Covenant Loan Party, then (I) the transferee must
be a Covenant Loan Party or (II) to the extent constituting an Investment,
such Investment must be permitted Indebtedness or a permitted Investment of a
Subsidiary which is not a Covenant Loan Party in accordance with
Sections 12(c) and (g), respectively;


 


(D)          so long as no Default exists or would
result therefrom, any Subsidiary of Parent may merge with any other Person in
order to effect an Investment permitted pursuant to Section 12(e)(iv) or
(g); and


 


(E)           so long as no Default exists or would
result therefrom, a merger, dissolution, liquidation, consolidation or
Disposition, the purpose of which is to effect a Disposition permitted pursuant
to Section 12(e)(iii) shall be permitted.


 


29
















 


(ii)        Restrictions on
Acquisitions.  Acquire all
or substantially all of the business or Property from, or all or substantially
all of Capital Stock of, any Person except for (A) purchases of inventory
and other Property to be sold or used in the ordinary course of business, (B) Investments
permitted under Sections 12(e)(iv) and (g) and Dispositions
permitted under Section 12(e)(iii)(C), (C) Capital Expenditures and (D) acquisitions
made with Qualified Net Cash Equity Proceeds and/or with Qualified Capital Stock
of Parent.


 


(iii)       Restrictions on Dispositions. 
Consummate any Disposition other than (A) any Disposition of any
inventory or other Property Disposed of in the ordinary course of business
(including allowing any registrations or any applications for registration of
any immaterial intellectual property rights to lapse or go abandoned in the
ordinary course of business), (B) sales of used, obsolete or worn out
equipment or other Property not used in the business of Parent and its
Subsidiaries; provided that in the judgment of Parent, the sale of such
equipment or other Property will not result in more than a nominal reduction in
the SFTP Consolidated Adjusted EBITDA for the four fiscal quarters following
such sale from what it would otherwise have been, (C) any Disposition of
any Property to SFTP or one of its respective Wholly Owned Subsidiaries which
is a Subsidiary Guarantor, (D) any Disposition of any Property to a
Non-Guarantor Subsidiary of SFTP, provided that the book value of the
Property so Disposed of shall be deemed to constitute an Investment under Section 12(g),
(E) the sale (whether through a sale, swap or exchange) of any timeshare
in any of the campground parks or pursuant to the Great Escape Agreements
permitted under Section 12(e)(iv)(B), (F) the sale of other Property
having a fair market value not to exceed $28,750,000 in the aggregate for any
fiscal year of Parent, (G) the sale of other Property having a fair market
value not to exceed $287,500,000 in the aggregate, provided that with respect
to all Dispositions permitted by this clause (G), (i) such Dispositions
shall be made for at least fair market value, as determined in good faith by
the board of directors of Parent or SFTP, and for at least 75% cash or cash
equivalent consideration and (ii) in connection with any such Disposition
as to which the fair market value of the related Property is in excess of
$17,250,000, SFTP shall be in pro  forma compliance with
Sections 12(a) and 12(b) (provided that in determining
such compliance, the First Lien Leverage Ratio shall be deemed to be 0.25 to
1.00 lower than the otherwise applicable First Lien Leverage Ratio), (H) the
sale of unused Real Property that is unimproved (except for parking lots) and
that is adjacent to a Park, provided that with respect to all
Dispositions permitted by this clause (H) such Dispositions shall be made
for at least fair market value as determined in good faith by the board of
directors of Parent or SFTP, and for at least 75% cash or cash equivalent
consideration, (I) Dispositions permitted by Sections 12(c)(vii),
12(d), 12(e)(i), 12(f) and 12(g), (J) Dispositions in the ordinary
course of business of Permitted Investments, (K) leases, subleases,
licenses or sublicenses (including the provision of software under an open
source license), in each case in the ordinary course of business, which do not
materially interfere with the business of Parent and its Subsidiaries, taken as
a whole, (L) Dispositions related to Recovery Events, (M) Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements, (N) Dispositions
of Property (other than Capital Stock of the Partnership Parks Entities) to the
extent that (I) such Property is exchanged for credit against the purchase
price of similar replacement Property or (II) the proceeds of such
Disposition are promptly applied to the purchase price of such replacement
property, and the fair market value of all Property disposed of pursuant to
this clause (N) does not exceed $11,500,000, (O) Dispositions of
accounts receivables in connection with the collection or compromise thereof, (P) Dispositions
in the ordinary course of business consisting of the abandonment of
Intellectual Property rights, which in the reasonable good faith determination
of Parent or any of its Subsidiaries, are uneconomical, negligible, obsolete or
otherwise not material 


 


30

















 


in the conduct of its business, and (Q) Dispositions of all or any
portion of the Capital Stock or the Property of KKI, LLC.


 


(iv)       Certain Permitted
Transactions. 
Notwithstanding the foregoing provisions of this Section 12(e):


 


(A)          Permitted Acquisitions. 
SFTP, any Subsidiary of SFTP that is a Guarantor or any Foreign
Subsidiary may acquire all or substantially all of the assets or business of,
any Person, or of assets constituting a business unit, a line of business or a
division of, such Person (whether by way of purchase of assets or stock, by
merger or consolidation or otherwise) after the date hereof (each, a “Permitted
Acquisition”) so long as:


 


(I)            the Covenant Loan Parties shall be in pro
forma compliance with Sections 12(a) and (b) after giving
effect to such Permitted Acquisition (as if such Permitted Acquisition had been
consummated on the first day of such period), with the First Lien Leverage
Ratio being deemed, for this purpose, to be 0.25 to 1.00 times lower than that
required under Section 12(a); provided, however, that (x) any
Indebtedness incurred or repaid in connection with such Permitted Acquisition
shall be deemed to have be incurred or repaid, as the case may be, on such
first day, and (y) Parent shall have delivered to the Lender at least five Business Days prior to the
date of any such Permitted Acquisition, a certificate of a Responsible Officer
of Parent setting forth computations in reasonable detail demonstrating
satisfaction of the foregoing conditions as at the date of such certificate
reflecting the terms of the transaction as of such date; provided,  further
that if prior to consummation of such Permitted Acquisition changes are made to
the terms that would alter the computations previously delivered, Parent shall
deliver a revised certificate demonstrating satisfaction of the foregoing
conditions on the date of the consummation of such Permitted Acquisition;


 


(II)           such Permitted Acquisition (if by
purchase of assets, merger or consolidation) shall be effected in such manner
so that the acquired business, and the related assets, are owned either by
SFTP, a Subsidiary Guarantor or a Foreign Subsidiary and, if effected by merger
or consolidation involving SFTP, a Subsidiary Guarantor or a Foreign Subsidiary,
then SFTP, such Subsidiary Guarantor or such Foreign Subsidiary shall be the
continuing or surviving entity and, if effected by merger or consolidation
involving a Wholly Owned Subsidiary of SFTP, a Wholly Owned Subsidiary shall be
the continuing or surviving entity; provided, however, that with
respect to any Permitted Acquisition effected in such manner so that the
acquired business, and the related assets, are owned by a Foreign Subsidiary,
such acquired business, and the related assets, shall be located outside of the
United States of America;


 


(III)         SFTP
shall deliver to the Lender (i) as soon as possible and in any event no
later than five days prior to the consummation of each such Permitted
Acquisition (or, if executed, such earlier date as shall be five Business Days
after the execution and delivery thereof), the most recent drafts of the
respective agreements or instruments pursuant to which such Permitted
Acquisition is to be consummated (including, without limitation, any related
management, non-compete, employment, option or other material agreements), any
schedules to such agreements or instruments and all other material ancillary
documents to be executed or delivered in connection therewith and (ii) promptly
following request therefor (but in any event within three Business Days
following such request), copies of such other information or documents 


 


31

















 


(including, without limitation, environmental risk
assessments) relating to such Permitted Acquisition as the Lender shall have
reasonably requested (and which is available, or obtainable within such period
by Parent with reasonable efforts);


 


(IV)         to the extent applicable, SFTP shall have
complied with the provisions of Section 11(f);


 


(V)           the aggregate Purchase Price for each
such Permitted Acquisition shall not exceed $287,500,000 or, at any time the
First Lien Leverage Ratio is less than 3.50 to 1.00 after giving effect to such
Permitted Acquisition and the incurrence of any related Indebtedness,
$402,500,000, plus, in each case, the Net Cash Proceeds received from the
issuance of Capital Stock of Parent and from the related contribution of cash
to Holdings from Parent, in each case as contributed to SFTP, that are not
otherwise expended pursuant to Section 12(g)(ix), plus the portion of any
consideration paid with Qualified Net Cash Equity Proceeds and/or in Qualified
Capital Stock of Parent; and


 


(VI)         immediately prior to such Permitted
Acquisition and after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing.


 


(B)           Other Dispositions. 
SFTP or any of its Subsidiaries may Dispose of (whether through a sale,
swap or exchange) any timeshare or fractional interest in any of the campground
parks or any assets or interests pursuant to the Great Escape Agreements.


 


(f)            Restricted
Payments.  Declare or
make any Restricted Payment, except that:


 


(i)         each Subsidiary of Parent may make
Restricted Payments to, or on behalf of or for the benefit of, Parent to enable
Parent to pay out-of-pocket accounting fees, legal fees and other amounts
incurred or owing by Parent in the ordinary course of business pursuant to the
Shared Services Agreement;


 


(ii)        each Subsidiary of Parent may make
Restricted Payments to, or on behalf of or for the benefit of, Parent in
respect of (i) income tax liabilities of Parent and its Subsidiaries in
accordance with the Tax Sharing Agreement and (ii) value added tax,
franchise taxes and similar taxes to enable Parent to pay any such taxes imposed
on Parent on behalf or on account of its Subsidiaries;


 


(iii)       each
of Holdings and SFTP may make Restricted Payments in cash to enable Parent and
its Subsidiaries:


 


(A)          to pay obligations of Parent or any of
its Subsidiaries under the Partnership Parks Agreements to the extent such
obligations cannot be met with cash flow available to Parent from the
Partnership Parks Entities and other payment obligations of Parent or any of
its Subsidiaries thereunder and to pay any principal and interest under the
Credit Agreement to the extent such payment obligations or such principal and
interest amounts cannot be met with cash flow available to Parent from the
Partnership Park Entities and cannot be funded under the Credit Agreement; provided
that nothing set forth in this Section 12(f) shall be construed so as
to prohibit the payment by Parent or any of its Subsidiaries of any amounts due
under the Loan Documents; and


 


32

















 


(B)           to purchase Units under the Partnership
Parks Agreements;


 


(C)           to make Capital Expenditures for the
Partnership Parks Entities;


 


(D)          so long as at the time thereof and after
giving effect thereto no Default or Event of Default shall have occurred and be
continuing, to finance any Investment permitted to be made pursuant to Section 12(g);
provided that (i) such Restricted Payment shall be made substantially
concurrently with the closing or consummation of such Investment and (ii) Parent
shall, immediately following the closing or consummation thereof, cause (1) all
property acquired (whether assets or equity interests) to be contributed to
SFTP or a Loan Party (or a Person that will become a Loan Party upon receipt of
such  contribution) or (2) the
merger (to the extent permitted in Section 12(e)(i)) of the Person formed
or acquired into SFTP or a Loan Party in order to consummate such Permitted
Acquisition;


 


(E)           so long as at the time thereof and after
giving effect thereto no Default or Event of Default shall have occurred and be
continuing, make cash payments in lieu of the issuance of fractional shares in
connection with the exercise of warrants, options or other securities
convertible into or exchangeable for equity interests of Parent; provided
that any such cash payment shall not be for the purpose of evading the
limitations set forth in this Section 12(f) (as determined in good
faith by the board of directors or the managing board, as the case may be, of
Parent (or any authorized committee thereof));


 


(F)           so long as at the time thereof and after
giving effect thereto no Default or Event of Default shall have occurred and be
continuing, to pay fees and expenses (other than to Affiliates) related to any
unsuccessful equity or debt offering permitted by this Agreement not in excess
of $2,300,000 in the aggregate; and


 


(G)           to pay fees, costs and expenses related
to the Transactions on the Closing Date;


 


(iv)       to the extent constituting Restricted
Payments, Parent and its Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 12(e), 12(g) or
12(k);


 


(v)           each of SFTP and Holdings may make other
Restricted Payments (including (i) to enable Parent or Holdings to pay
principal payments permitted to be due, and interest due, on Indebtedness of
Parent or Holdings and (ii) to enable Parent to redeem warrants that may
be issued as part of the Plan of Reorganization); provided that for purposes of
distributions under this clause (v), (x) after giving effect to any such
Restricted Payment and its use no Default or Event of Default shall exist and
the Guarantors shall be in pro forma compliance with Sections 12(a) and 12(b) and
(y) the amount of all such other Restricted Payments in any fiscal year
shall not exceed (A) for the fiscal year ended December 31, 2010,
$11,500,000, (B) for the fiscal year ended December 31, 2011,
$23,000,000 (C) for the fiscal year ended December 31, 2012,
$34,500,000 and (D) for any subsequent fiscal year, $46,000,000;


 


(vi)       Parent and its Subsidiaries may make
Restricted Payments in the form of noncash repurchases of Capital Stock of
Parent deemed to occur upon the exercise of stock options or warrants if such
repurchased Capital Stock represents all or a portion of the exercise price of
such options or warrants and cash payments in lieu of the issuance of
fractional shares in connection with the exercise of such stock options or
warrants;


 


33

















 


(vii)      Parent
may (A) redeem warrants that may be issued as part of the Plan of
Reorganization to the extent it receives a related Restricted Payment under
clause (v) of this Section 12(f) and (B) make any other
Restricted Payments required to be made in connection with the Transactions;


 


(viii)     Each
of Holdings and SFTP may make Restricted Payments in cash to enable Parent, and
Parent may make Restricted Payments in an aggregate amount not to exceed
$300,000,000 from RP Eligible Proceeds; provided that after giving pro
forma effect to (A) each Disposition which is the source of such RP
Eligible Proceeds and (B) the corresponding Restricted Payment, (x) the
First Lien Leverage Ratio shall not exceed 3.25 to 1.00 (or in the case of RP
Eligible Proceeds in respect of a Disposition under 12(e)(iii)(G), 2.75 to
1.00) and (y) SFTP shall have minimum Liquidity of at least $150,000,000;


 


(ix)       Each of Holdings and SFTP may make
Restricted Payments in cash in an aggregate amount not to exceed $2,875,000 to
enable Parent to repurchase, retire or acquire for value equity interests of
Parent from any future, present or former employee or director of Parent or any
of its Subsidiaries pursuant to any employee or director equity plan, employee
or director stock option plan or any other employee or director benefit plan or
any agreement (including any stock subscription or shareholder agreement) with
any employee or director of Parent or any of its Subsidiaries; and


 


(x)        Each of Holdings and SFTP may make
Restricted Payments in cash to executives of Parent when restricted Capital
Stock of Parent vests (in lieu of payment of income tax by such executives).


 


Nothing herein shall be deemed to prohibit
the payment of Restricted Payments by (i) any Subsidiary of Holdings to
Holdings or SFTP or to any other Wholly Owned Subsidiary of Holdings which is a
Subsidiary Guarantor, or by an Excluded Foreign Subsidiary to any other
Subsidiary of Holdings or (ii) any Subsidiary of Parent (other than
Holdings or any of its Subsidiaries) to Parent or to any other Subsidiary of
Parent or to prohibit any dividend payments or other distributions payable
solely in Capital Stock of such Person.


 


(g)           Investments.  Make or permit to remain outstanding any
Investments except:


 


(i)         Investments outstanding on
the date hereof and identified on Schedule 12(g)(i);


 


(ii)        operating deposit accounts
with banks;


 


(iii)       Permitted Investments;


 


(iv)       Investments consisting of
extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors and other credits to suppliers in the
ordinary course of business;


 


(v)        Investments consisting of (A) Indebtedness,
Liens, fundamental changes and Restricted Payments permitted under
Sections 12(c) (other than Section 12(c)(iv) with respect
to Parent), 12(d), 12(e) and 12(f), respectively and (B) Investments
by SFTP or any of its Subsidiaries in rides, Intellectual Property assets and
related assets so long as the fair market value of the Property that is
invested does not exceed $115,000,000 in the aggregate;


 


34

















 


(vi)       (A) Investments
(including debt obligations and Capital Stock) received in connection with the
bankruptcy or reorganization of any Person or in settlement of delinquent
obligations of, or other disputes with, any Person arising in the ordinary
course of business or upon the foreclosure with respect to any secured
Investment or other transfer of title with respect to any secured Investment, (B) the
non-cash proceeds of any Disposition permitted by Section 12(e)(iii), and (C) limited
partnership units purchased pursuant to the Partnership Parks Agreements;


 


(vii)      (A) loans and advances
to Holdings, Parent or any Partnership Park Entity (or any direct or indirect
parent thereof) and (B) Investments by Parent or any other Subsidiary of
Parent in GP Holdings, Inc., SFT Holdings, Inc., Six Flags Over Texas, Inc.,
SFOG II, Inc. and/or the Partnership Parks Entities that will be used
to make or constitute “affiliate loans” for purposes of the Partnership Parks
Agreements;


 


(viii)     advances of payroll payments
to employees in the ordinary course of business;


 


(ix)       Investments to the extent
that payment for such Investments is made with Qualified Net Cash Equity
Proceeds or with the Net Cash Proceeds received (without duplication) from the
issuance of Capital Stock of Parent and from the contribution of cash to
Holdings from Parent, in each case as contributed to SFTP and not otherwise
expended pursuant to Section 12(e)(iv) and/or Qualified Capital Stock
of Parent;


 


(x)        Investments held by a
Subsidiary acquired after the Closing Date or of a corporation merged into SFTP
or merged or consolidated with a Subsidiary of SFTP in accordance with Section 12(e) after
the Closing Date to the extent that such Investments were not made in
contemplation of or in connection with such acquisition, merger or
consolidation and were in existence on the date of such acquisition, merger or
consolidation;


 


(xi)       Investments by Parent or any
of its Subsidiaries in assets that were Permitted Investments when such
Investment was made;


 


(xii)      asset purchases (including
purchases of inventory, supplies and materials) and the licensing or
contribution of intellectual property pursuant to joint marketing arrangements
with other Persons, in each case in the ordinary course of business;


 


(xiii)     Guarantees by Parent or any
of its Subsidiaries of leases (other than capitalized leases) or of other
obligations of Subsidiaries that do not constitute Indebtedness, in each case
entered into in the ordinary course of business;


 


(xiv)     Investments in joint
ventures pursuant to which, among other things, Parent or any of its
Subsidiaries is granted intellectual property rights for its Parks;


 


(xv)      Investments constituting (A) contributions
to the equity of HWP whether directly or through the joint venture contemplated
by the Great Escape Agreements, (B) contributions to such joint venture as
contemplated by the Great Escape Agreements and additional Investments therein
and (C) Investments in a joint venture formed for the lease of property
and construction of a time share hotel to be located in Lake George,
New York; provided that the aggregate outstanding amount of all
such Investments permitted by this clause (xv) shall not exceed
$11,500,000;


 


35

















 


(xvi)     Investments by Parent and
its Subsidiaries in Holdings and any Subsidiary of Holdings including
Guarantees by Parent or any of its Subsidiaries of obligations of Parent,
Holdings, SFTP or any other Guarantor; provided that with respect to
Non-Guarantor Subsidiaries, such Investments (together with Indebtedness of any
Non-Guarantor Subsidiaries permitted under Section 12(c)(v)) may not be in
excess of the amount permitted under Section 12(c)(v);


 


(xvii)    Investments by Foreign
Subsidiaries in Wholly Owned Subsidiaries which are Foreign Subsidiaries,
including Guarantees by Foreign Subsidiaries of obligations of other Wholly
Owned Subsidiaries which are Foreign Subsidiaries;


 


(xviii)   Hedging Agreements entered
into in the normal course of business and consistent with industry practice and
not for speculative purposes;


 


(xix)      Investments received in
connection with any Disposition permitted under Section 12(e) or any
Disposition to which the Lender shall have consented;


 


(xx)       any Acquisition permitted by
Sections 12(e)(ii) or 12(e)(iv);


 


(xxi)      Investments in an aggregate
amount of up to but not exceeding $100,000 during any fiscal year in 229 East
79th Street Associates L.P.;


 


(xxii)     additional Investments
(including Investments in any Non-Guarantor Subsidiaries of SFTP and in Dick
Clark) up to but not exceeding the sum of (i) $86,250,000 and (ii) the
aggregate amount of Excess Cash Flow (as defined in the Six Flags Credit First
Lien Agreement) for completed fiscal years of SFTP since the Closing Date not
applied or to be applied pursuant to Section 5.5(c) of the Six Flags
First Lien Credit Agreement; minus the amount of Restricted Payments made
pursuant to Sections 9.6(c) and 9.6(e) of the Six Flags First Lien
Credit Agreement, provided,
that the aggregate amount of Investments permitted by this Section 9(g)(xxii)
shall not exceed $115,000,000 at any time outstanding; provided, further,
that the aggregate amount of Investments in Foreign Subsidiaries, together with
the aggregate amount of outstanding Indebtedness of and Guarantees of
Indebtedness of Foreign Subsidiaries permitted by Section 12(c)(v) shall
not exceed $57,500,000 at any time outstanding; provided, further
that notwithstanding the foregoing, additional Investments under this clause
(xxii) may be made with amounts available under Section 12(g)(ix);
and


 


(xxiii)    loans or advances to
officers, directors, members of management, employees consultants and
independent contractors of Parent or any of its Subsidiaries (i) in an
aggregate amount (as to all such officers, directors, members of management,
employees, consultants and independent contractors) up to $1,150,000 at any one
time outstanding and (ii) in connection with such Person’s purchase of
equity interests of Parent in an aggregate amount not to exceed $1,150,000 at
any time outstanding, determined without regard to any write-downs or
write-offs of such loans or advances.


 


(h)           Changes
in Fiscal Periods. 
Permit the fiscal year of Parent, Holdings or SFTP to end on a day other
than December 31 or change Parent’s, Holdings’ or SFTP’s method of
determining fiscal quarters.


 


(i)            Certain Restrictions.


 


(i)         The Guarantors shall not (i) amend,
supplement, restate or otherwise modify the Six Flags First Lien Credit
Agreement, the Six Flags Second Lien Credit Agreement 


 


36

















 


or any Indenture in any manner or (ii) enter into any agreement,
instrument or other arrangement that, in either case, directly or indirectly (A) restricts
the ability of the Guarantors to pay the Lender and perform under this
Agreement in accordance with the terms hereof, (B) restricts the ability
of the Borrowers to pay the Lender under the Credit Agreement in accordance
with the terms thereof, (C) 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 (D) restricts
the ability of the Loan Parties and their Subsidiaries to perform their
obligations under the License Agreements or the Partnership Parks Agreements in
accordance with the terms thereof;


 


(ii)        The Guarantors shall not amend, supplement,
restate or otherwise modify any provision of the Six Flags Second Lien Credit
Agreement or any Permitted Second Lien Refinancing Indebtedness (i) to
increase any applicable margin thereunder (or impose a fee in lieu thereof) by
more than 2.0% per annum or (ii) to extend the scheduled maturity of the
Six Flags Second Lien Obligations or any Permitted Second Lien Refinancing
Indebtedness beyond the latest Maturity Date; and


 


(iii)       The
Guarantors shall not amend, restate or otherwise modify their respective
certificates of incorporation or bylaws in any manner in any manner that
directly or indirectly (A) restricts the ability of the Guarantors to pay
the Lender under this Agreement in accordance with the terms hereof, (B) restricts
the ability of the Borrowers to pay the Lender under the Credit Agreement in
accordance with the terms thereof, (C) restricts the ability of the Loan
Parties and their Subsidiaries to make loans to, or other investments in, the
Borrowers or (D) restricts the ability of the Loan Parties and their
Subsidiaries to perform their obligations under the License Agreements in
accordance with the terms thereof.


 


(j)            Lines of Business. 
Engage to any substantial extent in any line or lines of business
activity other than the business of owning and operating amusement and
attraction parks, and businesses related, ancillary or complementary thereto
and the businesses and activities related thereto more fully described on
Schedule 12(j) attached hereto.


 


(k)           Transactions with Affiliates. Enter into any transaction with any
Affiliate unless such transaction is upon fair and reasonable terms no less
favorable to Parent, Holdings, SFTP or such Subsidiary, as the case may be,
than it would obtain in a comparable arm’s length transaction with a Person
that is not an Affiliate. 
Notwithstanding the foregoing, (i) any Affiliate who is an
individual may serve as a director, officer or employee of Parent or any of its
Subsidiaries and such Person may receive, and Parent and its Subsidiaries may
engage in any transaction or series of transactions related to, reasonable
compensation, severance, indemnities and reimbursement of reasonable expenses,
including stock incentive and option plans and agreements relating thereto, (ii) Parent
and its Subsidiaries may enter into transactions (other than extensions of
credit by Parent or any of its Subsidiaries to an Affiliate) providing for the
leasing of Property, the rendering or receipt of services or the purchase or
sale of inventory and other Property in the ordinary course of business if the
monetary or business consideration arising therefrom would be substantially as
advantageous to Parent and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not
an Affiliate, (iii) SFTP or any of its Subsidiaries may make an
Acquisition of assets of any Person which is an Affiliate solely by reason of
such Person being controlled by Parent or any of its Subsidiaries and may make
Investments in such Person, provided that such Acquisitions and
Investments are (A) permitted under Section 12(e)(i) or 12(g) and
(B) made upon fair and reasonable terms no less favorable to Parent or
such Subsidiary, as the case may be, than it would obtain in a comparable arm’s
length transaction with a Person that is not an Affiliate, (iv) Parent or
any of its Subsidiaries may enter into any transaction required of it pursuant
to (A) Section 12(g), (B) its agreement with Dick Clark, or (C) the
Great Escape 


 


37

















 


Agreements, (v) Parent
and its Subsidiaries may be parties to and may perform their respective
obligations under the Shared Services Agreement and the Tax Sharing Agreement, (vi) Parent
or any of its Subsidiaries may perform their duties and obligations under the
Partnership Parks Agreements and (vii) Parent or any of its Subsidiaries
may enter into or consummate any transaction permitted for it by
Sections 12(c)(ii), 12(c)(iii), 12(c)(iv), 12(c)(v), 12(c)(vi), 12(c)(ix),
12(c)(x), 12(c)(xi), 12(c)(xiv), 12(c)(xv), 12(c)(xvii), 12(c)(xviii),
12(d)(x), 12(d)(xi), 12(d)(xii), 12(d)(xxii), 12(e)(i), 12(e)(iii)(C),
12(e)(iii)(D), 12(e)(iii)(E), 12(e)(iii)(I), 12(e)(iii)(K), 12(e)(iii)(N),
12(e)(iv)(B), 12(f), 12(g)(i), any of 12(g)(v) through (xvii), or any of
12(g)(xix) through 12(g)(xxiii).


 


(l)            Negative Pledge.  Amend, amend
and restate, supplement or otherwise modify Section 8.6 of the Six Flags
First Lien Credit Agreement or Section 6.6 of the Six Flags Second Lien
Credit Agreement, either directly or through the addition or amendment of other
terms and provisions in the Six Flags First Lien Credit Agreement, the Six
Flags Second Lien Credit Agreement or the entering into of any other
Contractual Obligation, that would remove or alter the protections afforded to
the Partnership Parks Entities and their Property on the Closing Date or any
substantially similar provisions in any successor or replacement agreement or
agreements pursuant to which the Six Flags First Lien Credit Agreement or the
Six Flags Second Lien Credit Agreement is refunded, renewed or extended,
refinanced, replaced or otherwise restructured.


 


SECTION 13.               Notices.  All notices, requests and demands to or upon
the Lender or any Guarantor shall be effected in the manner provided in Section 9.2
of the Credit Agreement; 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 14.               Severability.  Any provision of this Agreement 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 15.               Section Headings.  The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


SECTION 16.               No
Offset; Interest.  No
Guarantor may offset against amounts it is to pay to the Lender under this
Agreement any amounts it claims are owed to it by the Lender or any other
Person.


 


SECTION 17.               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
Agreement 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 18.               Acknowledgements.


 


Each Guarantor hereby acknowledges that:


 


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


 


(b)           the Lender has
no fiduciary relationship with or fiduciary duty to such Guarantor arising out
of or in connection with this Agreement or the Credit Agreement, and the
relationship between 


 


38

















 


any
or all of the Guarantors, on the one hand, and 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 Credit Agreement or otherwise exists by
virtue of the transactions contemplated hereby among the Guarantors and the
Lender.


 


SECTION 19.               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 20.               Assignment,
Etc.  This Agreement 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 Agreement or otherwise transfer any rights or
obligations hereunder, and the Lender may assign its benefits hereunder in
accordance with Section 9.6 of the Credit Agreement.


 


SECTION 21.               Entire
Agreement.  This
Agreement 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 License Agreements, the Acquisition Company Liquidity Agreement or
the Partnership Parks Agreements.


 


SECTION 22.               GOVERNING
LAW.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.


 


SECTION 23.               Submission
To Jurisdiction; Waivers.  Each of the Lender and the Guarantors hereby
irrevocably and unconditionally:


 


(a)           submits for
itself and its Property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York,
the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof;


 


(b)           consents that
any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same.


 


(c)           agrees that
service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Lender or the Borrowers, as the case may
be, at its address set forth in Section 9.2 of the Credit Agreement or at
such other address of which the Lender shall have been notified pursuant
thereto;


 


39
















 


(d)           agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and


 


(e)           waives, to the
maximum extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.


 


SECTION 24.               Releases.


 


(a)           Each of the Guarantors, on behalf of
themselves and their respective affiliates, and each of their respective
successors in title or interest, past, present, and future officers, directors,
employees, limited partners, general partners, members, investors, attorneys,
assigns, subsidiaries, shareholders, trustees, agents and other professionals,
hereby waives, releases, remises and forever discharges Time Warner, the
Lender, and their respective affiliates, and each of their respective
successors in title or interest, past, present, and future officers, directors,
employees, limited partners, general partners, members, investors, attorneys,
assigns, subsidiaries, shareholders, trustees, agents and other professionals
(collectively, the “TW Releasees”), from any and all claims, suits,
liens, lawsuits, adverse consequences, amounts paid in settlement, debts,
deficiencies, diminution in value, disbursements, demands, obligations,
liabilities, causes of action, damages, losses, costs and expenses of any kind
or character whatsoever, whether in law, equity or otherwise (collectively, the
“TW Claims”), whether known or unknown, fixed or contingent, direct,
indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen
or unforeseen, liquidated or unliquidated, suspected or unsuspected, both at
law or in equity, which any Guarantor ever had, now has, or might hereafter
have against such TW Releasee, arising or in existence on, or at any and all
times prior to the Closing Date but in any case to the extent relating to Time
Warner’s relationship to the Parent and its Subsidiaries, other than the
Existing Time Warner Facility and TW Claims arising from or with respect to
ordinary course business arrangements among Parent and its Affiliates, on the
one hand, and any TW Releasee, on the other hand, including, without
limitation, advertising, marketing or similar commercial arrangements and any
trade payables with respect thereto.


 


(b)           Each of Time Warner and the Lender,
on behalf of themselves and their respective affiliates, and each of their
respective successors in title or interest, past, present, and future officers,
directors, employees, limited partners, general partners, members, investors,
attorneys, assigns, subsidiaries, shareholders, trustees, agents and other
professionals, hereby waives, releases, remises and forever discharges each
Guarantor and their respective affiliates, and each of their respective
successors in title or interest, past, present, and future officers, directors,
employees, limited partners, general partners, members, investors, attorneys,
assigns, subsidiaries, shareholders, trustees, agents and other professionals
(collectively, the “Guarantor Releasees”), from any and all claims,
suits, liens, lawsuits, adverse consequences, amounts paid in settlement,
debts, deficiencies, diminution in value, disbursements, demands, obligations,
liabilities, causes of action, damages, losses, costs and expenses of any kind
or character whatsoever, whether in law, equity or otherwise (collectively, the
“Guarantor Claims”), whether known or unknown, fixed or contingent, direct,
indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen
or unforeseen, liquidated or unliquidated, suspected or unsuspected, both at
law or in equity, which the Lender or Time Warner ever had, now has, or might
hereafter have against such Guarantor Releasee, arising or in existence on, or
at any and all times prior to the Closing Date but in any case to the
extent relating to Time Warner’s relationship to the Parent and its
Subsidiaries, other
than the Guarantor Claims arising from or with respect to: (i) (A) the
agreements governing the sale of certain Spanish and German parks to Parent, (B) the
Existing Time Warner Facility, (C) the License Agreements, (D) other
licensing agreements relating to Europe and Latin America, (E) the
Subordinated Indemnity Agreement, (F) the Subordinated Indemnity Escrow
Agreement, (G) the Beneficial Share Assignment Agreement, (H) the
Acquisition Company Liquidity Agreement, (I) any 


 


40

















 


other Partnership Parks
Agreement, (J) this Agreement and the Guarantee Agreement, (K) any
other agreement or instrument relating to the documents identified in clauses (A) to
(J), and (L) any Borrower claims that are not being released by the
express provisions of the Plan or (ii) ordinary course business
arrangements among Parent, its Subsidiaries or its Affiliates, on the one hand,
and Time Warner, the Lender or any of their respective affiliates, on the other
hand, including,
without limitation, advertising, marketing or similar commercial arrangements
and any trade payables with respect thereto.


 


SECTION 25.               Waivers of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 26.               Confidentiality. 
The Lender agrees to keep confidential all non-public information
provided to it by any Guarantor pursuant to this Agreement that is designated
by such Guarantor as confidential; provided, that nothing herein shall
prevent the Lender from disclosing any such information in accordance with Section 9.13
of the Credit Agreement.


 


SECTION 27.               Release of Guarantee
Obligations.  Notwithstanding anything to the contrary
contained herein or any other Loan Document, when all Obligations have been
paid in full in cash and the Commitment has terminated or expired, upon request
of the Borrowers, the Lender shall take such actions as shall be required to
release all guarantee obligations under any Loan Document.  Any such release of guarantee obligations
shall be deemed subject to the provision that such guarantee obligations shall
be reinstated if after such release any portion of any payment in respect of
the Obligations guaranteed thereby shall be rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrowers or any Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Borrowers or any Guarantor or any substantial part of
its Property, or otherwise, all as though such payment had not been made.  Notwithstanding anything to the contrary
contained herein or any other Loan Document, when any Subsidiary Guarantor has
been released as a guarantor under (a) the Six Flags First Lien Guarantee
and Collateral Agreement and (b) the Six Flags Second Lien Guarantee and
Collateral Agreement, the Lender shall take such actions to release such
Subsidiary Guarantor under the Guarantee for so long as (i) the release
under the foregoing clauses (a) and (b) is not in connection with a
transaction (or series of transactions) that would cause or otherwise result in
(without giving effect to any applicable cure periods) a Default or Event of
Default under the Loan Documents and (ii) such Subsidiary Guarantor
remains so released under the Six Flags First Lien Guarantee and Collateral
Agreement and the Six Flags Second Lien Guarantee and Collateral Agreement.


 


[Remainder of Page Intentionally
Left Blank]


 


41

















 


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


 


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Shapiro

  
	
   

  	
  Name:
  Mark Shapiro

  
	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Shapiro

  
	
   

  	
  Name:
  Mark Shapiro

  
	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS THEME PARKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Shapiro

  
	
   

  	
  Name:
  Mark Shapiro

  
	
   

  	
  Title: President and Chief
  Executive Officer

  



 


42

















 


	
   

  	
  FIESTA
  TEXAS, INC.

  
	
   

  	
  FUNTIME,
  INC.

  
	
   

  	
  FUNTIME
  PARKS, INC.

  
	
   

  	
  GREAT
  AMERICA LLC

  
	
   

  	
  GREAT
  ESCAPE HOLDING INC.

  
	
   

  	
  HURRICANE HARBOR GP LLC

  
	
   

  	
  HURRICANE
  HARBOR LP LLC

  
	
   

  	
  KKI,
  LLC

  
	
   

  	
  MAGIC
  MOUNTAIN LLC

  
	
   

  	
  PARK
  MANAGEMENT CORP.

  
	
   

  	
  PREMIER
  INTERNATIONAL HOLDINGS INC.

  
	
   

  	
  PREMIER
  PARKS HOLDINGS INC.

  
	
   

  	
  PREMIER
  PARKS OF COLORADO INC.

  
	
   

  	
  RIVERSIDE
  PARK ENTERPRISES, INC.

  
	
   

  	
  SF
  HWP MANAGEMENT LLC

  
	
   

  	
  SFJ
  MANAGEMENT INC.

  
	
   

  	
  SIX
  FLAGS AMERICA PROPERTY CORPORATION

  
	
   

  	
  SIX
  FLAGS GREAT ADVENTURE LLC

  
	
   

  	
  SIX FLAGS SERVICES, INC.

  
	
   

  	
  SIX
  FLAGS SERVICES OF ILLINOIS, INC.

  
	
   

  	
  SIX FLAGS
  ST. LOUIS LLC

  
	
   

  	
  SOUTH
  STREET HOLDINGS LLC

  
	
   

  	
  STUART
  AMUSEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


43

















 


	
   

  	
  HURRICANE HARBOR LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  HURRICANE HARBOR GP LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS AMERICA LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  FUNTIME, INC.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS GREAT ESCAPE L.P.

  
	
   

  	
  GREAT ESCAPE THEME PARK L.P.

  
	
   

  	
  GREAT ESCAPE RIDES L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GREAT
  ESCAPE HOLDING INC.,

  
	
   

  	
   

  	
  their
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


44

















 


	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  
	
  TW-SF LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Edward B. Ruggiero

  	
   

  
	
  Name:
  Edward B. Ruggiero

  	
   

  
	
  Title:
  Senior Vice President & Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  With respect to
  Section 24 only:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  TIME WARNER INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Edward
  B. Ruggiero

  	
   

  
	
  Name:
  Edward B. Ruggiero

  	
   

  
	
  Title: Senior Vice
  President & Treasurer

  	
   

  



 


45

















 


SCHEDULE l


 


Address
for Notices


 


If to any Guarantors:


 


c/o Six Flags Entertainment
Corporation


(formerly known as Six Flags, Inc.)


1540 Broadway, 15th Floor 


New York,
New York  10036 


Attention:  James M. Coughlin 


Facsimile:  (212) 354-3089


 


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