Exhibit 10.5


 


EXECUTION VERSION




 





 


 


$150,000,000

MULTIPLE DRAW TERM CREDIT AGREEMENT


 


among


 


SFOG ACQUISITION A, INC.,


 


SFOG ACQUISITION B, L.L.C.,


 


SFOT ACQUISITION I, INC.


 


and


 


SFOT ACQUISITION II, INC., 

as Borrowers,


 


and


 


TW-SF LLC,

as Lender


 


Dated as of April 30, 2010


 


 


	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Defined
  Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Other
  Definitional Provisions

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNT
  AND TERMS OF COMMITMENT

  	
  15

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Commitment

  	
  15

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Procedure
  for Borrowing

  	
  15

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Repayment
  of Loans

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  CERTAIN
  PROVISIONS APPLICABLE TO THE LOANS

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Repayment
  of Loans; Evidence of Debt

  	
  15

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Optional
  Prepayments

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Mandatory
  Prepayments

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  Interest
  Rates and Payment Dates

  	
  16

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  Computation
  of Interest and Fees

  	
  17

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  Payments

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Existence;
  Compliance with Law

  	
  17

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Power;
  Authorization; Enforceable Obligations

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  No
  Legal Bar or Conflicts; No Default

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  No
  Liabilities

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Litigation

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Subordinated
  Indemnity Agreement

  	
  18

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Ownership
  of Property

  	
  19

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Taxes

  	
  19

  
	
   

  	
   

  	
   

  
	
  4.9

  	
  Accuracy
  of Information

  	
  19

  
	
   

  	
   

  	
   

  
	
  4.10

  	
  Use of
  Proceeds; Funding of Liquidity Puts

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  CONDITIONS
  PRECEDENT

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Conditions
  Precedent to Closing

  	
  19

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Conditions
  to Each Extension of Credit

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  AFFIRMATIVE
  COVENANTS

  	
  22

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Financial
  Statements and Other Information

  	
  22

  



 

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Financial
  Statement and Other Information of the Georgia Park and Texas Park

  	
  22

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Notices
  of Material Events

  	
  23

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Existence,
  Etc.

  	
  23

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Compliance
  with Contractual Obligations and Requirements of Law

  	
  24

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Further
  Assurances

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  NEGATIVE
  COVENANTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Indebtedness

  	
  24

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Liens

  	
  24

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Prohibition
  of Fundamental Changes

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Prohibition
  on Sale of Assets; Issuance of Equity

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Limitation
  on Investments, Loans and Advances

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Transactions
  with Affiliates

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Dividends

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Negative
  Pledge

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  EVENTS
  OF DEFAULT

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  MISCELLANEOUS

  	
  28

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Amendments
  and Waivers

  	
  28

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Notices

  	
  28

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  No
  Waiver; Cumulative Remedies

  	
  30

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Survival
  of Representations and Warranties

  	
  30

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Payment
  of Expenses; Indemnification

  	
  30

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Successors
  and Assigns; Participations and Assignments

  	
  31

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  U.S.A. Patriot Act

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  Counterparts

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.9

  	
  Severability

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.10

  	
  GOVERNING
  LAW

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.11

  	
  Submission
  To Jurisdiction; Waivers

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.12

  	
  Acknowledgments

  	
  33

  
	
   

  	
   

  	
   

  
	
  9.13

  	
  Confidentiality

  	
  33

  



 


ii

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  9.14

  	
  Release of Guarantee Obligations

  	
  33

  
	
   

  	
   

  	
   

  
	
  9.15

  	
  Accounting Changes

  	
  33

  
	
   

  	
   

  	
   

  
	
  9.16

  	
  Releases

  	
  34

  
	
   

  	
   

  	
   

  
	
  9.17

  	
  Non-Recourse

  	
  35

  
	
   

  	
   

  	
   

  
	
  9.18

  	
  Waivers
  of Jury Trial

  	
  35

  



 


iii

















 


	
  EXHIBITS:

  	
   

  
	
   

  	
   

  
	
  A

  	
  Form of
  Assignment and Acceptance

  
	
  B

  	
  Form of
  Guarantee Agreement

  
	
  C

  	
  Form of
  Borrowing Notice

  
	
  D

  	
  Form of
  Note

  
	
  E

  	
  Form of
  Amendment to Subordinated Indemnity Agreement

  
	
  F

  	
  Form of
  Escrow Waiver Agreement

  
	
  G

  	
  Form of
  Legal Opinion of Paul, Hastings, Janofsky & Walker LLP

  
	
  H

  	
  Form of
  Closing Certificate

  
	
  I

  	
  Form of
  Intercompany Subordinated Note

  



 


i

















 


MULTIPLE DRAW TERM CREDIT
AGREEMENT, dated as of April 30, 2010, among SFOG ACQUISITION A, INC., a
Delaware corporation (“SFOG A”), SFOG ACQUISITION B, L.L.C., a Delaware
limited liability company (“SFOG B”), SFOT ACQUISITION I, INC., a
Delaware corporation (“SFOT I”), SFOT ACQUISITION II, INC., a Delaware
corporation (“SFOT II”, together with SFOG A, SFOG B and SFOT I, each
individually, a “Borrower” and collectively, the “Borrowers”),
and TW-SF LLC, as lender (in such capacity, the “Lender”).


 


WHEREAS, SFOG A and SFOG B
are parties to that certain Overall Agreement, dated as of February 15,
1997, by and among Six Flags Fund, Ltd. (L.P.) (“GA Fund”), the Salkin Family
Trust, SFG, Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over Georgia, Ltd.
(now known as Six Flags Over Georgia, LLC), SFOG A, SFOG B, Six Flags Over
Georgia, Inc., SFOG II, Inc., SFOG II Employee, Inc., Six Flags
Services of Georgia, Inc., Six Flags Theme Parks, Inc. (“SFTP”),
and Six Flags Operations Inc. (as successor to Six Flags Entertainment
Corporation) (“Holdings”), as the same may be amended, supplemented or
modified from time to time, the “GA Overall Agreement”;


 


WHEREAS, SFOT I and SFOT II
are parties to that certain Overall Agreement, dated as of November 24,
1997, by and among Six Flags Over Texas Fund, Ltd. (“TX Fund”), Flags’
Directors L.L.C., FD-II, L.L.C., Texas Flags, Ltd., SFOT Employee, Inc.,
SFOT I, SFOT II, Six Flags Over Texas, Inc., SFTP, and Holdings (as
successor to Six Flags Entertainment Corporation), as amended by the Agreement
dated as of December 6, 1999 between and among the foregoing parties and
Six Flags Fund II, Ltd. (as the same may be amended, supplemented or modified from
time to time, “TX Overall Agreement”);


 


WHEREAS, pursuant to the GA
Overall Agreement or the TX Overall Agreement, as applicable, the Borrowers
have certain obligations to purchase limited partnership units (“Units”)
in the GA Fund, or the TX Fund, as the case may be, pursuant to certain annual
Liquidity Puts (as defined below); and


 


WHEREAS, the Borrowers have
requested the Lender to make term loans available to them to enable the
Borrowers to purchase Units pursuant to the Liquidity Puts and the Lender has
agreed, subject to the terms and conditions hereof, to enter into this
Agreement and to make such term loans available.


 


Accordingly, the parties
hereto hereby agree as follows:


 


SECTION 1.           DEFINITIONS


 


1.1           Defined Terms. 
As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.


 


“Accounting Changes”:
as defined in Section 9.15.


 


“Acquisition”:  any acquisition, whether in a single
transaction or series of related transactions, by Parent or any one or more of
its Subsidiaries of (a) all or a substantial part of the assets, or of a
business, unit or division, of any Person, whether through purchase of assets
or securities, by merger or otherwise; or (b) any Person that becomes a Subsidiary
after giving effect to such acquisition.


 

















 


“Acquisition Company
Guarantees”: collectively, the Secured General Continuing Guarantee And
Pledge Agreement of SFOG A and SFOG B dated as of March 18, 1997, in
respect of the Georgia Park, and the General Continuing Guarantee Agreement of
SFOT I and SFOT II, dated as of January 6, 1998, in respect of the Texas
Park.


 


“Acquisition Company
Liquidity Agreement”: that certain Acquisition Company Liquidity Agreement,
dated as of December 8, 2006, by and among Parent, Holdings, SFTP, the
Borrowers, GP Holdings, Inc., SFOG II, Inc., SFT Holdings, Inc.,
SFOT Acquisition I Holdings, Inc., SFOT Acquisition II Holdings, Inc.,
SFOG Acquisition A Holdings, Inc., SFOG Acquisition B Holdings, Inc.,
TW-SPV Co., Time Warner, Time Warner Entertainment Company, L.P. and Historic
TW Inc. (formerly known as Time Warner Inc.).


 


“Affiliate”:  any Person that directly or indirectly
controls, or is under common control with, or is controlled by, Parent and, if
such Person is an individual, any member of the immediate family (including
parents, spouse, children) of such individual and any trust whose principal
beneficiary is such individual or one or more members of such immediate family
and any Person who is controlled by any such member or trust. As used in this
definition, “control” (including, with its correlative meanings, “controlled by”
and “under common control with”) means possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise). Notwithstanding the foregoing, (a) no individual
shall be an Affiliate solely by reason of his or her being a director, officer
or employee of Parent or any of its Subsidiaries and (b) none of the
Wholly Owned Subsidiaries of Parent or HWP shall be Affiliates.


 


“Aggregate Escrow Amount”:  as defined in the Subordinated Indemnity
Escrow Agreement and determined by the Lender in its reasonable discretion.


 


“Agreement”:  this Multiple Draw Term Credit Agreement, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.


 


“Applicable Margin”:  a rate per annum equal to the then applicable
“Applicable Margin” with respect to the Tranche B Term Loans that are “Eurocurrency
Loans” (whether or not any such loans are then outstanding) under and as each
term, or any substantially equivalent term, is defined in the Six Flags First
Lien Credit Agreement; provided that if after the repayment in full of
the Tranche B Term Loans there is no Successor Six Flags First Lien Facility,
or if the “Applicable Margin” under the Successor Six Flags First Lien Facility
is less than that in effect under the Six Flags First Lien Credit Agreement
upon such repayment in full, then the Applicable Margin will remain at the rate
applicable under the Six Flags First Lien Credit Agreement at the time of such
repayment in full. Notwithstanding the foregoing, in the event that (a) any
Loan Party issues any long-term senior unsecured bonds or other debt, and (b) as
of any CDS Determination Date, the Credit Default Swap Spread is greater than
the “Applicable Margin” as determined in the preceding sentence, the Applicable
Margin shall be the lower of (i) the Credit Default Swap Spread, and (ii) 9.00%.


 


“Asset Sale”:  any Disposition of Property or series of
related Dispositions of Property (excluding any such Disposition permitted by
clauses (A) through (F) and clauses (I) through (L) and
clauses (N) through (Q) of Section 12(e)(iii) of the
Guarantee Agreement except for clause (B) to the extent referred to
therein) which yields gross proceeds to the Parent, or any of its Subsidiaries
(valued at the initial principal amount thereof in the case of non-cash
proceeds 


 


2

















 


consisting
of notes or other debt securities and valued at fair market value in the case
of other non-cash proceeds) in excess of $2,500,000.


 


“Assignment and
Acceptance”:  an Assignment and
Acceptance substantially in the form of Exhibit A.


 


“Availability Period”:  the period from and including the Closing
Date to the earliest of (a) April 30, 2015, (b) the occurrence
of any event or condition that results in Indebtedness under the Six Flags
First Lien Credit Agreement or the Six Flags Second Lien Credit Agreement
becoming due prior to its scheduled maturity, or (c) the occurrence of any
refinancing or replacement of the loans and other obligations under the Six
Flags First Lien Credit Agreement or the Six Flags Second Lien Credit Agreement
with refinancing or replacement Indebtedness other than Indebtedness incurred
in reliance on Section 12(c)(xiv) of the Guarantee Agreement in an
aggregate principal amount not to exceed $415,000,000.


 


“Bankruptcy Code”:  the Federal Bankruptcy Code of 1978, as
amended from time to time.


 


“Bankruptcy Court”:
the United States Bankruptcy Court for the District of Delaware.


 


“Borrowers”:  as defined in the preamble hereto.


 


“Beneficial Share
Assignment Agreement”: that certain Beneficial Share Assignment Agreement,
dated as of April 1, 1998, by and among TW-SPV Co., GP Holdings Inc. and
Parent (as successor to Premier Parks Inc.), as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time.


 


“Borrowing Date”:  May 14th of each year during the
Availability Period, beginning and including the first May 14th to occur
following the Closing Date and through and including the fourth anniversary of
such first date; provided that if May 14 of any year is not a
Business Day, then such date will be the immediately preceding Business Day.


 


“Business”:  means the business operated by Parent or any
of its Subsidiaries.


 


“Business Day”:  for all purposes, a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to close.


 


“Capital Expenditures”:  for any period, expenditures made in cash by
Parent or any of its Subsidiaries or any of the Partnership Park Entities to
acquire or construct fixed assets, plant and equipment (including renewals,
improvements and replacements) during such period, computed in accordance with
GAAP, but excluding (a) repairs or restorations in respect of any such
assets paid in cash, (b) the amount of cash expended (i) with, or in
an amount equal to, the Net Cash Proceeds of (A) Recovery Events or (B) awards
of compensation arising from the taking by eminent domain or condemnation of
assets being replaced, (ii) as part of an Acquisition permitted under the
Six Flags First Lien Credit Agreement (other than an Acquisition permitted by Section 9.5(b)(iii) of
the Six Flags First Lien Credit Agreement), or (c) expenditures that are
accounted for as capital expenditures made in cash by Parent or any of its
Subsidiaries or any of the Partnership Park Entities and that actually are paid
for by a Person other than Parent or any Subsidiary or any Partnership Park
Entity and (d) any non-cash compensation or other non-cash costs reflected
as additions to property, plant or equipment in the consolidated balance sheet
of Parent and its Subsidiaries or in the balance sheet of any Partnership Park
Entity.


 


3

















 


“Capital Lease
Obligations”:  for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.


 


“Capital Stock”:  any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a
corporation) and any and all warrants, rights or options to purchase any of the
foregoing.


 


“CDS Determination Date”:
initially, the Borrowing Date for the applicable Loans and thereafter, the
Business Day on which the one month interest period is determined as described
in clause (a) of the defined term “Standard Rate.”


 


“Change of Control”:
any one or more of the following shall occur and be continuing:


 


(i)            any “Person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act, other than the Permitted Holders, is or becomes
the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the voting stock of Parent (for
purposes of calculating the voting stock held by a group, the voting stock
beneficially owned by a Permitted Holder shall be excluded to the extent such
Permitted Holder is part of such group);


 


(ii)           during any period of two consecutive years (commencing
immediately following the Closing Date), individuals who at the beginning of
such period constituted the board of directors of Parent (together with any new
directors whose election by such board of directors or whose nomination for
election by Parent’s shareholders was approved by a vote of a majority of
Parent’s directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of Parent’s
directors then in office;


 


(iii)          any change in control with respect to Parent (or similar
event, however denominated) shall occur under and as defined in any Indenture
or other agreement in respect of Indebtedness in an aggregate principal amount
of at least $25,000,000 to which Parent or any of its Subsidiaries is a party;
or


 


(iv)          Parent shall cease to own directly or indirectly 100% of
the Capital Stock of SFTP or Holdings (except as otherwise permitted by Section 12(e)(i) of
the Guarantee Agreement).


 


“Closing Date”:  the date on which the conditions precedent
set forth in Section 5.1 shall have been satisfied, which date shall be no
later than May 28, 2010.


 


“Commitment”:  the commitment of the Lender during the
Availability Period to make Loans to the Borrowers hereunder in a principal
amount not to exceed the Maximum Commitment Amount.


 


4

















 


“Contractual Obligation”:  as to any Person, any provision of any
security issued by such Person or of any material agreement, lease, instrument
or other undertaking to which such Person is a party or by which it or any of
its Property is bound.


 


“Credit Default Swap
Spread”: at any CDS Determination Date, the credit default swap spread applicable
to Parent’s long-term senior unsecured debt interpolated to the applicable
Maturity Date (or if the period between the CDS Determination Date and the
applicable Maturity Date is less than one year, then the one year credit
default swap mid-rate spread applicable to Parent’s long-term senior unsecured
debt), determined as of the close of business on the Business Day immediately
preceding such CDS Determination Date, as reported and interpolated, if
applicable, by Markit Group Limited or Bloomberg LP (or the respective
successor(s) thereto), as selected by the Lender in its sole discretion.


 


“Debtors”:  Parent, Holdings, SFTP and certain of SFTP’s
Domestic Subsidiaries.


 


“Default”:  any of the events specified in Section 8, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Disposition”:  with respect to any Property, any sale,
lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof, but excluding any termination of the economic and voting
rights of GP Holdings Inc. pursuant to the Beneficial Share Assignment
Agreement; and the terms “Dispose” and “Disposed of” shall have correlative
meanings. “Dollars” and “$”: 
lawful currency of the United States of America.


 


“Domestic Subsidiary”:  any Subsidiary of Parent organized under the
laws of any jurisdiction within the United States of America.


 


“Eligible Assignee”: (a) any
affiliate of the Lender that has creditworthiness that is reasonably acceptable
to the Borrowers and Parent, (b) with respect to the assignment of any
unused Commitment, any other Person with the prior written consent (such
consent not to be unreasonably withheld or delayed) of the Borrowers and
Parent, and (c) with respect to any outstanding Loans, any other Person.


 


“Escrow Amounts
Determination Date”:  as defined in
the Subordinated Indemnity Escrow Agreement.


 


“Event of Default”:  any of the events specified in Section 8, provided that
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Excess Proceeds”:  in any calendar year, any and all proceeds
received by the Borrowers (a) in respect of the Units held by them or (b) from
any other sources, less (i) amounts necessary to pay for the
expenses of the Borrowers in an amount not to exceed $50,000 in the aggregate
per annum, (ii) the amount of any interest paid or payable in accordance
with Section 3.4 hereof, and (iii) amounts necessary to pay any and
all Expenses due and owing from time to time after the Closing Date under Section 9.5.


 


“Exchange Act”:  the Securities and Exchange Act of 1934, as
amended.


 


“Existing Time Warner
Facility”: the loan facility provided by the Lender to the Borrowers (and
guaranteed by SFTP, Holdings and Parent) as evidenced by (i) that certain
Promissory Note, dated as of May 15, 2009, by and among the Lender and the
Borrowers, in the 


 


5

















 


original
principal amount of $52,507,000, and each other loan document entered into in
connection therewith and (ii) that certain Guarantee Agreement, dated as
of May 15, 2009, made by Parent, Holdings and SFTP in favor of the Lender.


 


“Expenses”: as
defined in Section 9.5.


 


“Facility”:  the Commitments and the Loans made hereunder.


 


“Fee Letter”: the Fee
Letter dated as of November 30, 2009 by and among the Borrowers, Parent,
Holdings, SFTP and the Lender, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.


 


“GA Fund”:  as defined in the recitals hereto.


 


“GA Overall Agreement”:  as defined in the recitals hereto.


 


“GAAP”:  generally accepted accounting principles in
the United States of America as in effect from time to time.


 


“Georgia Park”: has
the meaning set forth in the Subordinated Indemnity Agreement.


 


“Governmental Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners)
having jurisdiction over the Business or the Property of Parent and its
Subsidiaries.


 


“Great Escape Agreements”:  collectively, (a) that certain Second
Amended and Restated Operating Agreement of HWP, dated as of October 29,
2007 among HWP Management, Inc., HWP Development Holdings LLC, BBL HWP
LLC, DACWP LLC and Leisure Water LLC, as members, and the following as
guarantors or pledgors with respect to certain obligations:  Parent, Donald R. Led Duke, DACWP, LLC and
Leisure Water, LLC (as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time), (b) any and all
agreements delivered pursuant thereto or in connection therewith or with the
development and operation of the Property described therein, including the
financing and refinancing thereof and (c) any and all agreements,
documents or instruments entered into in connection with any expansion or
development of the Great Escape’s lodge or any hotel or timeshare arrangements
located on or adjacent to it.


 


“Guarantee”:  a guarantee, an endorsement, 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”, “Guarantees” and “Guaranteed” used as verbs
have the correlative meanings.


 


6
















 


“Guarantee Agreement”:  the Guarantee Agreement to be executed and
delivered by Parent, Holdings, SFTP and each Subsidiary Guarantor in favor of
the Lender, substantially in the form of Exhibit B, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time.


 


“Guarantors”:  the collective reference to Parent, Holdings,
SFTP and the Subsidiary Guarantors and any other Person that Guarantees the
obligations under the Six Flags First Lien Credit Agreement or the Six Flags
Second Lien Credit Agreement.


 


“Holdings”:  as defined in the recitals hereto.


 


“HWP”:  HWP Development LLC, a New York limited
liability company.


 


“Inactive Subsidiary”:  any Subsidiary of Parent that (a) has
aggregate assets with a value not in excess of $100,000, (b) conducts no
Business and (c) does not Guarantee any Indebtedness of Parent or any of
its Subsidiaries.


 


“Indebtedness”:  for any Person, without duplication:  (a) obligations created, issued or
incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of Property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such
Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than (i) trade
accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts
payable are payable within 180 days (365 days in the case of payables arising
out of the purchase of inventory or Capital Expenditures determined without
regard to the exclusion contained in the definition of Capital Expenditures in
this Section 1.1) of the date the respective goods are delivered or the
respective services are rendered and (ii) any earn-out obligation until
such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP and is not paid after becoming due and payable; (c) Indebtedness
of others secured by a Lien on the Property of such Person, whether or not the
respective Indebtedness so secured has been assumed by such Person; (d) obligations
of such Person in respect of letters of credit or similar instruments
(including negotiable instruments) issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) the liquidation value of all redeemable
preferred Capital Stock of such Person to the extent redeemable prior to the
date which is 91 days after the latest Maturity Date, and (g) Indebtedness
of others Guaranteed by such Person; 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 to be Indebtedness. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person
is a general partner to the extent such Indebtedness is recourse, provided
that if such Person’s liability for such Indebtedness is contractually limited,
only such Person’s share thereof shall be so included.  The amount of Indebtedness for any Person for
purposes of clause (c) above shall be deemed equal to the lesser of (i) the
aggregate unpaid amount of such Indebtedness, and (ii) the fair market
value of the Property encumbered thereby as determined in good faith by such
Person.  Anything herein to the contrary
notwithstanding, the following shall not constitute Indebtedness: (i) obligations
under Hedging Agreements, (ii) obligations in respect of any Indebtedness
that has been defeased (either covenant or legal) pursuant to the terms of the
instrument creating or governing such Indebtedness and 


 


7

















 


(iii) obligations
under the Partnership Parks Agreements; provided, that obligations
described in the foregoing clause (iii) shall constitute Indebtedness
for purposes of Section 8(j).


 


“Indemnified Parties”:
as defined in Section 9.5(b).


 


“Indentures”:  collectively, any indenture or other agreement
pursuant to which Indebtedness of Parent, Holdings or SFTP may be outstanding
at any time, in each case as amended as permitted by the Guarantee Agreement.


 


“Initial Escrow
Replenishment Date”:  the first
Escrow Amounts Determination Date occurring after the end of the Availability
Period.


 


“Interest Payment Date:      as defined in Section 3.4(c).


 


“Intercompany
Subordinated Note”: as defined in Section 7.1.


 


“Lender”:  as defined in the preamble hereto.


 


“Liabilities”: has
the meaning set forth in Section 4.4 hereto.


 


“License Agreements”:
collectively, the Retail License (#8898-TOON), dated as of January 1,
1998, by and between Warner Bros. Consumer Products Inc. (as successor to
Warner Bros. Consumer Products Division, a division of Time Warner Entertainment
Company, L.P.) and SFTP, and the Amended and Restated License Agreement
#5854-WB/DC, dated as of April 1, 1998, by and among Warner Bros. Consumer
Products Inc. (as successor to Warner Bros. Consumer Products Division, a
division of Time Warner Entertainment Company, L.P.), DC Comics, Parent (as
successor to Premier Parks Inc.) and SFTP, in each case, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to
time.


 


“Lien”:  with respect to any Property, any mortgage,
lien, pledge, charge, security interest or encumbrance having the effect of
security in respect of such Property. 
For purposes of this Agreement and the other Loan Documents, a Person
shall be deemed to own subject to a Lien any Property that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.


 


“Liquidity Put”: has
the meaning as set forth in the GA Overall Agreement and the TX Overall
Agreement, respectively, and as applicable.


 


“Liquidity Put Funded
Amount”: an amount equal to the excess, if any, of (a) the aggregate
obligations (excluding any costs or expenses) of the Borrowers to purchase
Units in any fiscal year pursuant to a Liquidity Put, over (b) the amount
of the Liquidity Put Threshold Amount for such fiscal year.


 


“Liquidity Put Threshold
Amount”: an amount equal to (a) for the fiscal year ending December 31,
2010, the first $10,000,000 required to satisfy Liquidity Puts in such fiscal
year, (b) for the fiscal year ending December 31, 2011, the first
$12,500,000 required to satisfy Liquidity Puts in such fiscal year, and (c) for
each fiscal year thereafter, the first $15,000,000 required to satisfy
Liquidity Puts in such fiscal year, which in the case of each of the foregoing
amounts shall exclude costs or expenses incurred in connection with such
Liquidity Puts.


 


8

















 


“Loan”:  as defined in Section 2.1.


 


“Loan Documents”:  this Agreement, the Guarantee Agreement and
the Notes.


 


“Loan Parties”:  Parent, Holdings, SFTP, each Subsidiary of
SFTP that is a party to a Loan Document and the Borrowers.


 


“Losses”: as defined
in Section 9.5(b).


 


“Material Adverse Effect”:  a material adverse effect on (a) the
Loans, (b) the Business, Property or financial condition of Parent and its
Subsidiaries taken as a whole, or (c) the validity or enforceability of
this Agreement or any of the other Loan Documents or the rights or remedies of
the Lender hereunder or thereunder.


 


“Maturity Date”: as
defined in Section 2.3.


 


“Maximum Commitment
Amount”:  $150,000,000; provided,
that such amount shall be permanently reduced on a dollar-for-dollar basis in
the amount of each Loan made pursuant to Section 2.1.


 


“Net  Cash  Proceeds”:   in
connection with any Asset Sale or any Recovery Event, the proceeds thereof
received by Parent or any Subsidiary in the form of cash and Permitted
Investments (as defined under the Six Flags First Lien Credit Agreement and
which shall include any such proceeds received in such form by way of deferred
payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise, but only as and when received) of
such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees,
investment banking fees, amounts required to be applied to the repayment of
Indebtedness and other obligations secured by a Lien expressly permitted
hereunder on, or amount required to be paid under Capital Lease Obligations
relating to, any asset which is the subject of such Asset Sale or Recovery
Event and other customary fees and expenses actually incurred in connection
therewith and net of (i) taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements applicable to the transactions) and
(ii) any reserve for adjustment in respect of (A) the sale price of
such asset or assets established in accordance with GAAP and (B) any
liabilities associated with such asset or assets retained by Parent or any of
its Subsidiaries after such sale or other disposition thereof and (b) in
connection with any issuance or sale of debt securities or instruments or the
incurrence of loans or other Indebtedness, the cash proceeds received from such
issuance or incurrence, net of attorneys’ fees, investment banking fees,
accountants’ fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.


 


“Note”:  a promissory note evidencing any Loan which
shall substantially be in the form of Exhibit D.


 


“Obligations”:  the unpaid principal of and interest on
(including, without limitation, all Expenses and interest accruing after the
maturity of the Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) the Loans, and all other
obligations and liabilities of any Borrower to the Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this 


 


9

















 


Agreement,
any other Loan Document or any other document made, delivered or given by any
Loan Party in connection herewith or therewith, whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including, without limitation, any commitment fee and all fees,
charges and disbursements of counsel to the Lender that are required to be paid
by the Borrowers pursuant hereto) or otherwise.


 


“Parent”:  Six Flags Entertainment Corporation (formerly
known as Six Flags, Inc.), a Delaware corporation.


 


“Parent Backstop Group”: as defined in Section 5.1(1).


 


“Partnership Distributions”:
as defined in Section 3.4(c).


 


“Partnership Parks
Agreements”: the GA Overall Agreement, the TX Overall Agreement, the
Related Agreements (as such term is defined in the GA Overall Agreement and the
TX Overall Agreement, respectively), the Subordinated Indemnity Agreement and each related agreement entered into in
connection therewith (including, without limitation, the Related
Indemnity Agreements).


 


“Partnership Parks
Entities”: (i) Six Flags Over Georgia II, L.P., a Delaware limited
partnership, Texas Flags, Ltd., a Texas limited partnership, GP Holdings Inc.,
a Delaware corporation, SFOT Acquisition I Holdings, Inc., a Delaware
corporation, SFOT Acquisition II Holdings, Inc., a Delaware corporation,
SFOG Acquisition A Holdings, Inc., a Delaware corporation, SFOG
Acquisition B Holdings, Inc., a Delaware corporation, Six Flags Over
Georgia, Inc., a Delaware corporation, and the Borrowers and (ii) any
of their respective Subsidiaries.


 


“Payment Office”:  the office specified from time to time by the
Lender as its payment office by notice to the Borrowers.


 


“Permitted Holders”:  any fund affiliated with Stark Investments,
CQS, Tricadia Capital Management, LLC, 1798 Global Partners, Capital Ventures
International, Altai Capital Management, H Partners Management LLC, Bay Harbour
Management, Pentwater Capital Management LP, Fortelus Capital Management LLP,
Credit Suisse Securities (USA) LLC and Candlewood Special Situations Master
Fund Ltd.


 


“Person”:  an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.


 


“Plan of Reorganization”:
the Debtors’ Modified Fourth Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code, dated April 1, 2010, as in effect on the date
of confirmation thereof and as thereafter may be amended.


 


“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.


 


“Real Properties”:  all real property, including the improvements
thereon, owned by, or leased by, the Borrowers.


 


10

















 


“Recovery Event”:  any settlement of or payment in excess of
$2,500,000 in respect of any Property or casualty insurance claim or any
condemnation proceeding relating to any Property of SFTP or any of its
Subsidiaries.


 


“Related Indemnity
Agreements”:  the Subordinated
Indemnity Escrow Agreement, the Beneficial Share Assignment Agreement and the
Acquisition Company Liquidity Agreement.


 


“Repricing Transaction
Prepayment Date”: as defined in Section 3.4(a).


 


“Requirement of Law”:  as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its Property or to which
such Person or any of its Property is subject.


 


“Responsible Officer”:  as to any Person, the chief executive
officer, president, chief financial officer, senior vice president or treasurer
of such Person, but in any event, with respect to financial matters, the chief
financial officer, senior vice president-finance or treasurer of such Person.


 


“SEC”:  the Securities and Exchange Commission (or
successors thereto or an analogous federal Governmental Authority).


 


“Six Flags First Lien
Credit Agreement”: the First Lien Credit Agreement, dated as of April 30,
2010, among Parent, Holdings and SFTP, as borrower, certain of its subsidiaries
named therein, the several banks and other financial institutions or entities
from time to time party thereto, and JPMorgan Chase Bank, N.A., as
administrative agent, in the original principal amount of $890,000,000, as
the same may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, and including any
agreement, instrument or other document extending the maturity of, refinancing,
replacing, renewing, refunding or otherwise restructuring all or a portion of
the Indebtedness under such agreement or any successor or replacement agreement
and whether by the same or any other agent, lender or group of lenders, in each
case, in accordance with the Loan Documents.


 


“Six Flags First Lien
Guarantee and Collateral Agreement”: 
the First Lien Guarantee and Collateral Agreement, dated as of the date
hereof, by and among Parent, Holdings, SFTP and each subsidiary guarantor party
thereto in favor of JPMorgan Chase Bank, N.A., as administrative agent, as the
same may be amended (including any amendment and restatement or any assumption
thereof), supplemented or otherwise modified from time to time, and including
any successor or replacement agreement and whether by the same or any other
agent, lender or group of lenders which grants a Lien on any Property of any
Person to secure the obligations and liabilities of any Guarantor, in each
case, in accordance with the Loan Documents.


 


“Six Flags Guarantees”:
collectively, the General and Continuing Guarantee of SFTP and Holdings (as
successor to Six Flags Entertainment Corporation), dated as of March 18,
1997, in respect of the Georgia Park, and the General and Continuing Guarantee
of SFTP and Holdings (as successor to Six Flags Entertainment Corporation),
dated as of January 6, 1998, in respect of the Texas Park.


 


“Six Flags Second Lien
Credit Agreement”: the Second Lien Credit Agreement, dated as of April 30,
2010, among Parent, Holdings and SFTP, as borrower, certain of its subsidiaries



 


11

















 


named
therein, the several banks and other financial institutions or entities from
time to time party thereto, and Goldman Sachs Lending Partners LLC, as
administrative agent, in the original principal amount of $250,000,000, as the
same may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, and including any
agreement, instrument or other document extending the maturity of, refinancing,
replacing, renewing, refunding or otherwise restructuring all or a portion of
the Indebtedness under such agreement or any successor or replacement agreement
and whether by the same or any other agent, lender or group of lenders, in each
case, in accordance with the Loan Documents.


 


“Six Flags Second Lien
Guarantee and Collateral Agreement”: the Second Lien Guarantee and
Collateral Agreement, dated as of the date hereof, by and among Parent,
Holdings, SFTP and each subsidiary guarantor party thereto in favor of Goldman Sachs Lending Partners LLC, as
administrative agent, as the same may be amended (including any amendment and
restatement or any assumption thereof), supplemented or otherwise modified from
time to time, and including any successor or replacement agreement and whether
by the same or any other agent, lender or group of lenders which grants a Lien
on any Property of any Person to secure the obligations and liabilities of any
Guarantor, in each case, in accordance with the Loan Documents.


 


“SFO Notes”: as defined in Section 5.1(1).


 


“SFOG A”: as defined
in the preamble hereto.


 


“SFOG B”: as defined
in the preamble hereto.


 


“SFOT I”: as defined
in the preamble hereto.


 


“SFOT II”: as defined
in the preamble hereto.


 


“SFTP”:  as defined in the recitals hereto.


 


“Standard Rate”: for
any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of
1%) equal to the greater of (a) the rate for deposits in Dollars for a one
month interest period beginning on such day (or if such day is not a Business
Day, the immediately preceding Business Day) appearing on the Reuters Screen
LIBOR01 Page (or on any successor or substitute page) at approximately
11:00 a.m. London time on such day, and (b) the greater of (i) 2.50%
per annum and (ii) the rate floor set forth in the definition of “Eurocurrency
Base Rate”, or any substantially similar term, in the Six Flags First Lien
Credit Agreement.  Any change in the
Standard Rate due to a change in the rate set forth in clause (b)(ii) of
the immediately preceding sentence shall be effective as of the opening of
business on the effective day of such change. 
In the event that the rate described in clause (a) does not appear
on such page, such rate shall be determined by reference to such other
comparable publicly available service for displaying eurocurrency rates as may
be selected by the Lender.


 


“Subordinated Indemnity
Agreement”: that certain Subordinated Indemnity Agreement, dated as of April 1,
1998, by and among Parent (as successor to Premier Parks Inc.), Holdings (as
successor to Six Flags Entertainment Corporation), SFTP, SFOG II, Inc.,
SFT Holdings, Inc., Historic TW Inc. (formerly known as Time Warner Inc.),
Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment
Company, L.P.), TW-SPV Co. and GP Holdings Inc., as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof.


 


12

















 


“Subordinated Indemnity
Escrow Agreement”:  that certain
Subordinated Indemnity Escrow Agreement, dated as of September 28, 2006,
by and among Parent, Historic TW Inc. (formerly known as Time Warner Inc.),
Warner Bros. Entertainment Inc. (as successor to Time Warner Entertainment
Company, L.P.) and the Bank of New York Mellon, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof.


 


“Successor Six Flags
First Lien Facility”: any loan facility that amends, restates, amends and
restates, refinances, modifies or extends all of the Tranche B Term Loan
Facility under the Six Flags First Lien Credit Agreement.


 


“Subsidiary”:  as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening of
a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership, limited liability company or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person; provided
that, notwithstanding the foregoing, each of the Partnership Parks Entities
will be deemed to be a Subsidiary of Parent for all purposes under this
Agreement, provided  further that none of the joint ventures
established pursuant to the Great Escape Agreements, any Inactive Subsidiary,
TX Fund or GA Fund will be deemed to be a Subsidiary of Parent for any purpose
under this Agreement.  Unless otherwise
qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of Parent.


 


“Subsidiary Guarantor”:  each Subsidiary of SFTP that is a “Subsidiary
Guarantor” under the Six Flags First Lien Credit Agreement or the Six Flags
Second Lien Credit Agreement.


 


“Texas Park”: has the
meaning set forth in the Subordinated Indemnity Agreement.


 


“Time Warner”: Time
Warner Inc. and/or its affiliates.


 


“Tranche B Term Loan
Facility”: the “Tranche B Term Loan Facility” or any substantially similar
defined term under and as defined in the Six Flags First Lien Credit Agreement.


 


“Tranche B Term Loans”:
the “Tranche B Term Loans” or any substantially similar defined term under and
as defined in the Six Flags First Lien Credit Agreement.


 


“Transactions”:  the execution, delivery and performance by
each Loan Party of the Loan Documents to which it is or is to be a party, the
borrowing of Loans, the use of the proceeds thereof to purchase Units pursuant
to Liquidity Puts and the transactions consummated in connection with the Plan
of Reorganization.


 


“Triggering Default”:
has the meaning set forth in the Subordinated Indemnity Agreement.


 


“TX Fund”:  as defined in the recitals hereto.


 


“TX Overall Agreement”:  as defined in the recitals hereto.


 


13

















 


“Units”: as defined
in the recitals hereto.


 


“U.S.A. PATRIOT Act”:  (a) the Trading with the Enemy Act, as
amended, and each of the foreign asset control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other
enabling legislation or executive order relating thereto, and (b) the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, as amended or
modified from time to time.


 


“Wholly Owned Subsidiary”:  with respect to any Person, any corporation,
partnership, limited liability company or other entity of which all of the
equity securities or other ownership interests (other than, in the case of a
corporation, directors’ qualifying shares or equity interests held by foreign
nationals, in each case to the extent mandated by applicable law) are directly
or indirectly owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person.


 


1.2           Other
Definitional Provisions.  (a)  Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.


 


(b)   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 Section 1.1 and accounting terms partly defined in Section 1.1, 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.


 


(c)   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 Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified.


 


(d)   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.  Furthermore,
the words “include”, “includes”, and “including” shall be deemed to be followed
by the phrase “without limitation”.


 


(e)   Each reference to the “Multiple Draw Term Credit Agreement” in any
Loan Document shall be deemed to be a reference to this Agreement, as amended,
amended and restated, supplemented or otherwise modified from time to time
after the date hereof.


 


(f)    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 (other than as
described in the definition of Interest Period) or performance shall extend to
the immediately succeeding Business Day (except where otherwise noted).


 


(g)   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 “Financial
Instruments” (or any other financial accounting standard having a similar 


 


14

















 


result or effect) to value
any Indebtedness or other liabilities of the Borrowers at “fair value” as
defined therein.


 


SECTION 2.           AMOUNT
AND TERMS OF

COMMITMENT


 


2.1           Commitment. 
During the Availability Period, subject to the terms and conditions hereof, the
Lender agrees to make term loans denominated in Dollars (each, a “Loan”)
to the Borrowers on each Borrowing Date in a principal amount not to exceed for
each Loan, the lesser of (a) the Liquidity Put Funded Amount as of such
date, and (b) the Commitment. 
Amounts borrowed under this Section 2.1 and subsequently repaid or
prepaid may not be reborrowed.


 


2.2           Procedure for Borrowing. 
The Borrowers shall deliver to the Lender an irrevocable notice
substantially in the form of Exhibit C (which notice must be
received by the Lender prior to 12:00 Noon, New York City time, at least three
Business Days prior (and no more than 5 Business Days prior) to the anticipated
Borrowing Date), signed by a Responsible Officer of each Borrower and
requesting that the Lender make a Loan on the Borrowing Date. Such Borrowing
Notice shall (i) specify the amount to be borrowed, (ii) the
allocation of the Loans among the Borrowers, if any (it being understood that
the Lender shall only make one wire of the aggregate Loan amount to the
Borrowers), (iii) the bank account and other pertinent wire transfer
instructions of the Borrowers to which such Loan is to be deposited by the Lender,
and (iv) contain a certification that all applicable conditions to such
borrowing hereunder have been satisfied.  Subject to
the satisfaction of all applicable closing conditions to each borrowing, not later than 3:00 P.M., New York City time, on the
applicable Borrowing Date the Lender shall make available to the Borrowers in
accordance with the Borrowing Notice an amount in immediately available funds
equal to the applicable Loan to be made by the Lender on such date.


 


2.3           Repayment of Loans. 
Each Loan shall mature on the fifth (5th) anniversary of the Borrowing
Date on which it was made (each, a “Maturity Date”).  The Obligations of the Borrowers with respect
to each Loan shall be joint and several. 
The Borrowers may, at their discretion and as necessary, allocate the
proceeds of each Loan among themselves to meet their respective Liquidity Put
obligations.


 


SECTION 3.           CERTAIN
PROVISIONS APPLICABLE TO

THE LOANS


 


3.1           Repayment of Loans; Evidence of
Debt.  (a)  The Borrowers hereby
unconditionally agree, jointly and severally, to pay to the Lender the
remaining outstanding principal balance of the Loan made by the Lender to the
Borrowers on the applicable Maturity Date (or on such earlier date on which the
Loans become due and payable pursuant to Section 8).  The
Borrowers hereby further agree to pay interest on the unpaid principal amount
of the outstanding Loans from the Borrowing Date of each such Loan until
payment in full thereof at the rates per annum, and on the dates, set forth in Section 3.4.


 


(b)   The Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrowers to the Lender
resulting from each Loan of the Lender 


 


15

















 


to the Borrowers from time
to time, including the amounts of principal and interest payable and paid to
the Lender from time to time under this Agreement.


 


(c)   The entries made pursuant to Section 3.1(b) shall, to
the extent permitted by applicable law, be prima  facie evidence
of the existence and amounts of the obligations of the Borrowers therein
recorded and shall be conclusive, in the absence of manifest error; provided,
however, that the failure of the Lender to maintain such account, or any
error therein, shall not in any manner affect the obligation of the Borrowers
to repay (with applicable interest) the Loans made to the Borrowers by the
Lender in accordance with the terms of this Agreement.


 


(d)   The Borrowers agree that, upon the request by the Lender, the
Borrowers will execute and deliver to the Lender a Note evidencing any Loan or
Loans made by the Lender, with appropriate insertions as to date and principal
amount.


 


3.2           Optional Prepayments. 
The Borrowers may at any time and from time to time prepay the Loans, in
whole or in part, without premium or penalty, upon irrevocable notice delivered
to the Lender at least one Business Day prior thereto, which notice shall
specify the date and amount of prepayment. 
If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with accrued
interest to such date on the amount prepaid. 
Partial prepayments of Loans shall be in an aggregate principal amount
of at least $1,000,000.


 


3.3           Mandatory Prepayments.  (a)  If
any Borrower receives Excess Proceeds in excess of $20,000 in the aggregate,
the Loans shall be prepaid as soon as practicable and in no event later than
two (2) Business Days following the date of receipt of such Excess
Proceeds, by an amount equal to 100% of such Excess Proceeds.


 


(b)   The Borrowers shall prepay the Loans (i) within three (3) Business
Days of the Initial Escrow Replenishment Date, in an amount equal to the
Aggregate Escrow Amount as of the Initial Escrow Replenishment Date, and (ii) within
three (3) Business Days of each subsequent Escrow Amounts Determination
Date until the first Escrow Amounts Determination Date occurring after all of
the Loans have been paid in full and this Agreement is terminated, in an amount
equal to the excess of (x) the Aggregate Escrow Amount as of such Escrow
Amounts Determination Date over (y) the amounts prepaid pursuant to this Section 3.4(b);
provided, however, that if the Aggregate Escrow Amount for any Escrow Amounts
Determination Date is less than the amounts prepaid pursuant to this Section 3.4(b),
the Borrowers shall not be required to make any prepayments on such Escrow
Amounts Determination Date.


 


(c)   Amounts to be applied in connection with prepayments made pursuant
to this Section 3.3 shall be applied, first, to accrued and unpaid
Expenses payable under Section 9.5, second, to accrued and unpaid
interest on the Loans that has not been capitalized, and last, to the
outstanding principal amount of the Loans in direct order of maturity.


 


3.4           Interest Rates and Payment Dates.  (a)  Each
Loan shall bear interest on the unpaid principal amount thereof on each day
from the applicable Borrowing Date until payment in full in cash at a rate per
annum equal to (i) 1.00%, plus (ii) the Standard Rate on such
day plus (iii) the Applicable Margin on such day.  If any Tranche B Term Loans are prepaid at a
premium as a result of a “Repricing Transaction” under Section 5.4 of the
Six Flags First Lien Credit Agreement, the same proportion of any Loans
outstanding on the date of such prepayment (a “Repricing Transaction
Prepayment Date”) shall bear additional interest on the unpaid principal
amount thereof at a rate per annum equal to 1% for a period beginning on such
Repricing Transaction Prepayment Date through the first anniversary of such
Repricing Transaction Prepayment Date. 
Such additional interest described in 


 


16

















 


the immediately
preceding sentence shall be in addition to the rate that is otherwise applicable
pursuant to the first sentence of this clause (a).


 


(b)   Upon the occurrence and during the continuance of any Event of
Default, all outstanding Loans shall bear interest, payable on demand, at a
rate per annum that is equal to the rate that would otherwise be applicable
thereto pursuant to clause (a) of this Section 3.4 plus 2%,
from the date of the occurrence of such Event of Default until such Event of
Default is cured or waived or such amount is paid in full.


 


(c)   All accrued and unpaid interest on all outstanding Loans shall be
paid in arrears out of, and within two (2) Business Days (such date of
payment, an “Interest Payment Date”) following receipt by the Borrowers
of, any cash distributions on Units held by the Borrowers in the GA Fund and
the TX Fund, as applicable (the “Partnership Distributions”); provided
that if on any Interest Payment Date, Partnership Distributions have not been
sufficient to pay all amounts owing under this Section 3.4(c), all of the
accrued and unpaid interest on each Loan (after application of cash from the
Partnership Distributions) on such Interest Payment Date shall be paid in kind
by capitalizing such interest and adding it to the principal amount of the
applicable Loan.


 


3.5           Computation of Interest and Fees.  (a)  Interest, fees and commissions
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed.  Any change in
the interest rate on a Loan resulting from a change in the Applicable Margin or
Standard Rate shall become effective as of the opening of business on the day
on which such change becomes effective.


 


(b)   Each determination of an interest rate by the Lender pursuant to
any provision of this Agreement shall be conclusive and binding on the
Borrowers in the absence of manifest error. 
The Lender shall, at the request of the Borrowers, deliver to the
Borrowers a statement showing the quotations used by the Lender in determining
any interest rate pursuant to Section 3.4(a).


 


3.6           Payments.  (a)  Each
payment (including each prepayment) of the Loans shall be applied to the Loans
in direct order of maturity.


 


(b)   All payments (including prepayments) to be made by the Borrowers
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Lender, at the Payment
Office, in Dollars and in immediately available funds.  Any payment made by the Borrowers after 12:00
Noon, New York City time, on any Business Day shall be deemed to have been made
on the next following Business Day.  If
any payment hereunder becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day.  In the case of any extension of any payment
of principal pursuant to the preceding sentence, interest thereon shall be
payable at the then applicable rate during such extension.


 


SECTION 4.           REPRESENTATIONS
AND WARRANTIES


 


To induce the Lender to
enter into this Agreement and to make the Loans, the Borrowers hereby jointly
and severally represent and warrant to the Lender that:


 


4.1           Existence; Compliance with Law. 
Each of the Borrowers (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 


 


17

















 


the Property it
operates as lessee and to conduct the Business in which it is currently
engaged, (iii) is duly qualified in all material respects 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 in all material
respects with all Requirements of Law.


 


4.2           Power; Authorization; Enforceable
Obligations.  Each Borrower 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 Borrower has taken
all necessary corporate (or equivalent) action to authorize the execution, delivery
and performance of the Loan Documents to which it is a party on the terms and
conditions herein.  No consent or
authorization of, or filing with, any Person is required in connection with the
execution, delivery and performance by each Borrower of the Loan Documents to
which it is a party, except for those that have been obtained and are in full
force and effect.  Each Loan Document to
which it is a party has been duly executed and delivered on behalf of each
Borrower.  Each Loan Document to which it
is a party constitutes a legal, valid and binding obligation of each Borrower,
enforceable against each such Borrower 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).


 


4.3           No Legal Bar or Conflicts; No
Default.  The execution, delivery and performance of
the Loan Documents by the Borrowers, the payments hereunder and thereunder, and
the performance of the Transactions do not and will not, in any material
respects, conflict with, result in any violation or breach of, constitute (with
or without notice or lapse of time, or both) a default (or give rise to a right
of termination, cancellation or acceleration of any obligation or loss of any
material benefit) under, require a consent or waiver under, or result in the
imposition of any Lien on any Borrower’s assets pursuant to, any Requirement of
Law or any Contractual Obligation of any of the Borrowers.  No event has occurred that with the lapse of
time or the giving of notice or both would constitute a default by any Borrower
under, or a termination or acceleration event under, in any material respect,
any Contractual Obligation.  No Event of
Default has occurred or is continuing (without giving effect to any cure
period).


 


4.4           No Liabilities. 
The Borrowers do not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility, known
or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated,
secured or unsecured, accrued, absolute, contingent or otherwise, whether or
not of a kind required by GAAP to be set forth on a financial statement or in
the notes thereto (“Liabilities”) other than pursuant to the Partnership
Parks Agreements, or as otherwise permitted hereunder.  None of the Borrowers has any knowledge of
any circumstance, condition, event or arrangement that may hereafter give rise
to such Liabilities of the Borrowers other than as set forth under the
documents specified in the prior sentence or as set forth herein.


 


4.5           Litigation. 
No litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority (i) in which any Borrower is named as a primary
defendant or (ii) in which any Borrower is named as a co-defendant (A) with
respect to any of the Loan Documents or any of the Transactions or (B) that
if adversely determined, either individually or in the aggregate, has had or
could reasonably be expected to have a Material Adverse Effect, is pending or,
to the knowledge of any Borrower, threatened by or against any of the Borrowers
or against any of their respective Properties or revenues.


 


4.6           Subordinated Indemnity Agreement. 
Since July 1, 2009, except as otherwise disclosed to the Lender in
writing, each of the Borrowers has complied in all material respects with the
terms and provisions of (a) the Subordinated Indemnity Agreement, (b) the
GA Overall Agreement and (c) the TX Overall Agreement.


 


18
















 


4.7           Ownership of Property. 
Each of the Borrowers has good and valid title to the Units held by
them.


 


4.8           Taxes. 
Each of the Borrowers has (a) filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed, (b) paid
all taxes shown to be due and payable on said returns or on any assessments
made against it or any of its Property, and (c) paid all other material
taxes, fees or other charges imposed on it or any of its Property by any
Governmental Authority (in each case other than any taxes, fees or charges the
amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves (to the extent
required by GAAP)) have been provided on the books of the Borrowers.  No material tax Lien has been filed, and, to
the knowledge of the Borrowers, no claim is being asserted with respect to any
such tax, fee or other charge.


 


4.9           Accuracy of Information. 
No financial statement or written information (other than pro forma
financial information and projections, estimates, forecasts and other forward
looking information, including budgets or information of a general industry or
economic nature) contained in the Loan Documents or contained in any other
document, certificate or statement furnished by or on behalf of any Borrower to
the Lender for use in connection with the Transactions, considered as a whole
as of the date such statement, information, document or certificate was so
furnished, contained 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
misleading.  The projections and pro
forma financial information contained in the materials referenced above were
based upon good faith estimates and assumptions believed by the management of
such Borrower to be reasonable at the time made, it being recognized by the
Lender that such financial 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 financial information may differ from the projected or pro forma
results set forth therein by a material amount.


 


4.10         Use of Proceeds; Funding of Liquidity
Puts.  The proceeds of each Loan shall be used
solely to purchase Units pursuant to the Liquidity Puts.  With respect to each Loan, 100% of the
Liquidity Put Threshold Amount for the fiscal year such Loan was made shall
have been used to purchase Units pursuant to the Liquidity Put for such fiscal
year.


 


SECTION 5.           CONDITIONS
PRECEDENT


 


5.1           Conditions Precedent to Closing. 
The effectiveness of this Agreement is subject to the satisfaction,
prior to or concurrently with the Closing Date, of the following conditions
precedent:


 


(a)   Loan Documents. 
The Lender shall have received (i) this Agreement, executed and
delivered by a duly authorized officer of the Borrowers, (ii) the
Guarantee Agreement, executed and delivered by a duly authorized officer of Parent,
Holdings, SFTP and each Subsidiary Guarantor and (iii) a Note, for the
account of the Lender and executed and delivered by a duly authorized officer
of the Borrowers.


 


(b)   Confirmation Order. 
The Bankruptcy Court shall have entered an order confirming the Plan of
Reorganization, in form and substance satisfactory to the Lender, 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.  The effective date under the
Plan of Reorganization shall have occurred (and all conditions 


 


19

















 


precedent thereto as set
forth therein shall have been satisfied (or shall be concurrently satisfied) or
waived).


 


(c)   Assumption of Certain Agreements.  The applicable Guarantors shall have assumed
their obligations under the License Agreements and the Partnership Parks
Agreements to which any Guarantor is a party, upon confirmation of the Plan of
Reorganization, or shall have entered into a new such agreement, in form and
substance satisfactory to the Lender, effective as of the effectiveness of the
Plan of Reorganization.


 


(d)   Amendments to the Subordinated Indemnity Agreement and the
Subordinated Indemnity Escrow Agreement. 
The Borrowers, each Guarantor and each of their Subsidiaries party
thereto shall have executed and delivered to the Lender (i) an amendment
to the Subordinated Indemnity Agreement substantially in the form attached
hereto as Exhibit E, and (ii) a waiver of the Subordinated
Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit F.


 


(e)   Approvals.  All
material Governmental Authority and third party approvals necessary or, in the
reasonable discretion of the Lender, advisable to be obtained by Parent or any
of its Subsidiaries in connection with the transactions contemplated hereby
shall have been obtained and be in full force and effect.


 


(f)    Six Flags First Lien Credit Agreement and Six Flags Second
Lien Credit Agreement.  The Lender
shall have received a true and correct copy, certified as to authenticity by
Parent or Holdings, of the Six Flags First Lien Credit Agreement, the Six Flags
First Lien Guarantee and Collateral Agreement, the Six Flags Second Lien Credit
Agreement and the Six Flags Second Lien Guarantee and Collateral Agreement,
each in a form reasonably satisfactory to the Lender, which in each case (i) provides
a first lien term loan facility and a first lien revolving credit facility with
an aggregate committed principal amount as of the Closing Date of not less than
$890,000,000, and a second lien term loan facility with an aggregate committed
principal amount as of the Closing Date of not less than $250,000,000 (in each
case, subject to adjustments for funding a portion of such term facility at
original issue discount), (ii) contains terms and conditions that, in the
sole discretion of the Lender, are consistent with the Plan of Reorganization
and are not in conflict with the terms of this Agreement and do not directly or
indirectly restrict the ability of the Loan Parties to perform their
obligations hereunder, under the Partnership Parks Agreements or the License
Agreements and (iii) with respect to the Six Flags First Lien Credit
Agreement and the Six Flags Second Lien Credit Agreement, contain terms and
conditions that are no more onerous to the Loan Parties than those set forth in
the draft Credit Agreement among Parent, Holdings, SFTP, the lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, filed with the
Bankruptcy Court on April 12, 2010.


 


(g)   Payment of Indebtedness under the Existing Time
Warner Facility.  The Lender
shall have received on or prior to the Closing Date a fully executed payoff
letter or other evidence of payment in full in cash of all principal, interest
and other amounts due under the Existing Time Warner Facility and all
commitments thereunder relating to the foregoing shall have been terminated, in
each case, in form and substance satisfactory to the Lender.


 


(h)   Fees.  The Lender
shall have received all fees required to be paid under the Fee Letter, and all
expenses for which invoices have been presented (including reasonable fees,
disbursements and other charges of counsel to the Lender), on or before the
Closing Date.


 


(i)    Management.  The
senior management of the Loan Parties as of November 30, 2009 shall
continue to be senior management of Parent upon confirmation of the Plan of
Reorganization and no change of such senior management shall have been publicly
announced.


 


20

















 


(j)    Management Plan. The management plan for Parent, Holdings
and SFTP on the Closing Date shall be consistent with that described in the
Plan of Reorganization.


 


(k)   Legal Opinion.  The
Lender shall have received (i) the legal opinion of Paul, Hastings, Janofsky & Walker
LLP, special counsel to Parent, Holdings and its Subsidiaries and the
Borrowers, substantially in the form of Exhibit G and (ii) the
legal opinions of local counsel to certain Subsidiaries incorporated and
otherwise organized in Texas, Ohio, Massachusetts, Maryland, New Jersey,
Missouri and such other applicable jurisdictions as requested by the Lender
and, in each case, dated the Closing Date, addressed to the Lender and in form
and substance satisfactory to the Lender.


 


(l)    Equity
Proceeds.  Parent shall have received (i) net
proceeds in a minimum amount of $650,000,000 from the sale of new Parent common
stock (comprised of at least (A) $505,500,000 from the sale of Parent
common stock pursuant to a rights offering to Parent noteholders that is fully
backstopped by a group of Parent noteholders (the “Parent Backstop Group”),
(B) $75,000,000 from a direct discounted purchase of Parent common stock
by the Parent Backstop Group, (C) $50,000,000 from a direct undiscounted
purchase of Parent common stock by the Parent Backstop Group and (D) $19,500,000
from the conversion of claims in respect of the 12 1⁄4% Notes due 2016 of
Holdings (the “SFO Notes”)) and (ii) additional equity capital of
at least (A) $25,000,000 from the sale of additional common stock pursuant
to the Delayed Draw Equity Commitment (as defined in the Six Flags First Lien
Credit Agreement) under which at least $25,000,000 can be raised from the sale
of additional common stock if the board of directors of Parent determines that
such additional equity contribution is necessary between the date on which the
Confirmation Order becomes effective and June 1, 2011, and (B) $50,000,000
from the conversion of claims in respect of the SFO Notes to fund the payment
of post-petition interest in respect of the SFO Notes if the Bankruptcy Court
allows such claims; provided, however, that in the case of clause
(i)(D) and (ii)(B) above, Parent may receive cash in such amounts
from such holders of claims (as opposed to and in lieu of a conversion of
claims).


 


(m)  Closing
Certificate.  The Lender shall have received a certificate
of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit H
with appropriate insertions and attachments.


 


5.2           Conditions to Each Extension of
Credit.  The agreement of the Lender to make any Loan
requested to be made by it hereunder on any Borrowing Date is subject to the
satisfaction of the following conditions precedent:


 


(a)   Representations and Warranties.  Each of the representations and warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and
correct in all material respects (except for the representation and warranty
set forth in Section 4.10, which shall be true and correct in all
respects) on and as of such Borrowing Date as if made on and as of such
Borrowing 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, provided, that, to the extent any such representation and warranty
is already qualified by materiality or by reference to material adverse effect,
such representation shall be true and correct in all respects.


 


(b)   No Default.  No
Default or Event of Default shall have occurred and be continuing on such
Borrowing Date or after giving effect to the extensions of credit requested to
be made on such Borrowing Date.


 


Each borrowing by any
Borrower of a Loan hereunder shall constitute a representation and warranty by
such Borrower as of the Borrowing Date of such Loan that the conditions contained
in this Section 5.2 have been satisfied.


 


21

















 


SECTION 6.           AFFIRMATIVE
COVENANTS


 


The Borrowers hereby jointly
and severally agree that, so long as the Commitment remains in effect or any
Loan or other amount is owing to the Lender hereunder, each Borrower jointly
and severally shall:


 


6.1           Financial Statements and Other
Information.  Deliver to the Lender the following financial
statements, reports, notices and other information:


 


(a)   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 each Borrower, interim condensed consolidated statements of
operations, shareholders’ equity and cash flows of such Borrower for such period,
and the related consolidated balance sheets of such Borrower;


 


(b)   as soon as available and in any event no
later than 75 days after the end of each fiscal year of each Borrower, an
annual budget projection of such Borrower broken down on a month-by-month
basis;


 


(c)   as soon as available and in any event no
later than 90 days after the end of each fiscal year of each Borrower, the
information required by clause (a) on a year-end basis;


 


(d)   to the extent requested by the Lender, any
updated budgets or any internal updates of the information required by clauses (a) -
(c) hereof promptly after such updates are produced in their final form;
and


 


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


 


6.2           Financial Statement and Other
Information of the Georgia Park and Texas Park.  Use
commercially reasonable efforts to cause Parent to deliver the following
financial statements, reports, notices and other information:


 


(a)   as soon as available and in any event within
90 days after the end of each fiscal year of each of the Texas Park and the
Georgia Park, consolidated statements of operations, partners’ equity and cash
flows of each of the Texas Park and the Georgia Park and its Subsidiaries for
such fiscal year and the related consolidated balance sheets of each of the
Texas Park and the Georgia Park 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 each of the Texas Park and the Georgia Park and
its Subsidiaries as at the end of, and for, such fiscal year in accordance with
GAAP;


 


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


 


(c)   as soon as available and in any event within
five (5) Business Days after the end of each monthly fiscal period of
Parent, the daily operating report of each of the Georgia Park and the Texas
Park for the last day of such monthly fiscal period; and


 


22

















 


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


 


6.3           Notices of Material Events. 
Furnish the following to the Lender in writing:


 


(a)   promptly after any officer of a Borrower 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; and


 


(b)   as soon as any officer of a Borrower has
actual knowledge of the facts that would give him or her reason to know of the
occurrence thereof, prompt notice of (i) all legal or arbitral proceedings
in which any Borrower is named as a primary defendant, 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 a
Borrower that, if adversely determined, could reasonably be expected to result
in aggregate liabilities of or damages to the Borrowers in excess of $100,000
over available insurance or indemnification by creditworthy third parties and (ii) all
legal or arbitral proceedings in which any Borrower is named as a co-defendant,
and of any material development in respect of such legal or other proceedings,
affecting a Borrower that, if adversely determined, could reasonably be
expected to result in aggregate liabilities of or damages to the Borrowers in
excess of $1,000,000 over available insurance or indemnification by
creditworthy third parties;


 


Each notice delivered under
this Section 6.3 shall be accompanied by a statement of a Responsible
Officer of the applicable Borrower 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;


 


6.4           Existence, Etc.


 


(a)   (i)    Preserve, renew and
maintain in full force and effect its legal existence under the laws of the
jurisdiction of its organization and (ii) take all reasonable action to
maintain all material rights, privileges (including its good standing),
permits, licenses and franchises necessary or desirable in the normal conduct
of its business;


 


(b)   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;


 


(c)   Maintain
and preserve all of its Properties material to the conduct of the Business of
such Borrower in good working order and condition;


 


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


 


(e)   Permit representatives of the Lender, upon reasonable notice and
during normal business hours (and, except if an Event of Default shall have
occurred and be continuing, not more frequently than once each calendar
quarter), to examine, copy and make extracts from its books and 


 


23

















 


records and to discuss its
business, finances, condition and affairs with its officers, all to the extent
reasonably requested by the Lender. 
Notwithstanding anything to the contrary in this Section 6.4(e),
none of the Borrowers or any Subsidiary thereof 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 (i) constitutes
non-financial trade secrets or non-financial proprietary information or (ii) in
respect of which disclosure to the Lender (or their respective representatives
or contractors) is prohibited by law or any binding agreement.


 


6.5           Compliance with Contractual
Obligations and Requirements of Law.  Comply with
Contractual Obligations and Requirements of Laws in all material respects.


 


6.6           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 Guarantee
Agreement.  Upon the exercise by the
Lender of any power, right, privilege or remedy pursuant to this Agreement
which requires any consent, approval, recording, qualification or authorization
of any Governmental Authority, each Borrower will execute and deliver, or will
cause the execution and delivery of, all applications, certifications,
instruments and other documents and papers that the Lender may be required to
obtain from such Borrower for such governmental consent, approval, recording,
qualification or authorization.


 


SECTION 7.           NEGATIVE
COVENANTS


 


Without limiting, modifying
or abrogating the Borrowers’ rights, obligations and restrictions under the
Partnership Parks Agreements, the Borrowers hereby jointly and severally agree
that, so long as the Commitment remains in effect or any Loan or other
obligation is owing to the Lender hereunder, the Borrowers shall not, directly
or indirectly:


 


7.1           Indebtedness. 
Create, incur, assume or suffer to exist any Indebtedness or any other
Liabilities, except (a) Indebtedness outstanding and other obligations
owing under the Loan Documents and any Indebtedness of such Person incurred to
refinance, refund, replace, renew, extend or otherwise restructure any such
outstanding Indebtedness, provided that such refinanced, refunded,
replaced, renewed, extended or restructured Indebtedness shall not exceed the
principal amount of such outstanding Indebtedness being so refinanced,
refunded, replaced, renewed, extended or restructured plus all interest
capitalized in connection therewith, plus accrued and unpaid interest (or
dividends) and premium thereon, plus any other amounts paid and fees, costs and
expenses incurred in connection therewith, (b) Liabilities for which not
more than $50,000 per annum is required to be expended in any year, in the
aggregate among all of the Borrowers, (c) Indebtedness (x) owing to
any of the Guarantors as a result of the funding by such Guarantor of amounts
owing under Section 9.5, and (y) Indebtedness to Parent or any of its
Subsidiaries for amounts used to pay for Units required to be purchased
pursuant to Liquidity Puts, provided that any such intercompany
Indebtedness described in the foregoing clauses (x) and (y) shall in
each case be subordinated to the Obligations pursuant to an intercompany
subordinated note substantially in the form attached hereto as Exhibit I
(“Intercompany Subordinated Note”).


 


7.2           Liens. 
Create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, except (a) Liens not
prohibited by the Acquisition Company Guarantees, and (b) Liens pursuant
to the Acquisition Company Guarantees.


 


24

















 


7.3           Prohibition of Fundamental Changes.  (i) Enter
into any merger, consolidation, amalgamation or any other transaction
fundamentally changing the organization or structure of the Borrowers or (ii) engage
in any type of business other than as set forth in such Borrower’s
organizational documents effective as of the date hereof.


 


7.4           Prohibition on Sale of Assets;
Issuance of Equity.  Convey, sell, lease, assign, transfer or
otherwise dispose of any assets or Property (including the Units), or issue any
shares of Capital Stock of such Borrower, except as otherwise permitted by this
Section 7.


 


7.5           Limitation on Investments, Loans
and Advances.  Make any advance, investment, loan, extension
of credit or capital contribution to, in or for the benefit of any Person,
except (a) deposit accounts with one or more third-party financial institutions,
and (b) investments in Units purchased pursuant to Liquidity Puts.


 


7.6           Transactions with Affiliates. 
Enter into any transaction, including any purchase, sale, lease or
exchange of Property or the rendering of any service, with any Affiliate,
except (a) as permitted by Section 7.1, (b) as otherwise not
prohibited by the Guarantee Agreement, or (c) to purchase Units pursuant
to Liquidity Puts.


 


7.7           Dividends. 
Make dividends (in cash, Property or obligations) on, or other payments
or distributions on account of, or set apart of money for a sinking or other
analogous fund for, or purchase, redeem, retire or otherwise acquire any shares
of Capital Stock of such Borrower or of any warrants, options or other rights
to acquire the same (or to make any payments to any Person such as “phantom
stock” payments, where the amount thereof is calculated with reference to the
fair market or equity value of such Borrower). 
So long as there are no amounts outstanding, whether for principal,
interest or other amounts, under (i) this Agreement or (ii) any
Intercompany Subordinated Note, payments or distributions may be made by the
Partnership Parks Entities to GP Holdings Inc. under and in accordance with the
Beneficial Share Assignment Agreement, notwithstanding the provisions of this Section 7.7.


 


7.8           Negative Pledge. Enter into,
after the date hereof, any indenture, agreement, instrument or other
arrangement that, directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, the incurrence or payment of Indebtedness, the granting of Liens, the
declaration or payment of dividends, the making of loans, advances or
Investments or the sale, assignment, transfer or other disposition of Property,
other than any such prohibition or restraint set forth in (a) any
Partnership Park Agreement, (b) any Loan Document or (c) any
agreement refinancing or replacing obligations under clause (b) provided
that the terms of such indenture, agreement, instrument or other arrangement
are no more adverse to the Borrowers than the terms contained in the Loan
Documents.


 


Notwithstanding the
foregoing, nothing contained herein shall limit the Borrowers’ obligations to
make payments in respect of the Loans.


 


SECTION 8.           EVENTS
OF DEFAULT


 


If any of the following
events shall occur and be continuing:


 


(a)   the Borrowers shall default in the payment
when due in accordance with the terms hereof of any principal of, or interest
on, any Loan and any fee payable by it hereunder or under 


 


25

















 


any other Loan Document or
shall default in the payment when due for five or more Business Days of any
other amount hereunder or under any other Loan Document;


 


(b)   (i) any representation, warranty or
certification made or deemed made herein or in any other Loan Document (or in
any modification or supplement hereto or thereto) by a Loan Party, or any
certificate furnished to the Lender pursuant to the provisions hereof or
thereof, shall prove to have been false or misleading as of the time made or
furnished in any material respect, in any such case that could reasonably be
expected to (either individually or in the aggregate) materially adversely
affect the operations of any the Georgia Park or the Texas Park or have a
Material Adverse Effect or (ii) the Borrowers shall be in breach of the
representation or warranty under Section 4.10;


 


(c)   (i) the Borrowers shall be in material
breach of any covenant, provision or agreement, under Sections 6.3(a), 6.4(a)(i) or
7 hereof, or (ii) the Guarantors shall be in material breach of any
covenant, provision or agreement under Sections 11(c)(i) or 12 of the
Guarantee Agreement;


 


(d)   any Loan Party shall fail to observe or
perform any covenant, condition or agreement contained in this Agreement (other
than those specified in clause (a), (b) or (c) of this Section 8)
or any other Loan Document and such failure shall continue unremedied for a
period of 30 days after notice thereof to the Borrowers for any such failure;


 


(e)   the occurrence of any one or more of the
following:


 


(i)            a proceeding or case shall be
commenced, without the application or consent of any Borrower, Parent,
Holdings, SFTP or any of their respective Subsidiaries, in any court of competent
jurisdiction, seeking (A) its reorganization, liquidation, dissolution,
arrangement or winding up, or the composition or readjustment of its debts, (B) the
appointment of a receiver, custodian, trustee, examiner, liquidator or the like
of such Borrower, Parent, Holdings, SFTP or any of their respective
Subsidiaries or of all or any substantial part of such Borrower’s, Parent’s,
Holdings’, SFTP’s or any of their respective Subsidiaries’ Property, or (C) similar
relief in respect of such Borrower, Parent, Holdings, SFTP or any of their
respective Subsidiaries under any law relating to bankruptcy, insolvency,
reorganization, winding up, or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of 60 or more days; or an order for relief
against such Borrower, Parent, Holding, SFTP or any of their respective
Subsidiaries shall be entered in an involuntary case under the Bankruptcy Code
or any other applicable bankruptcy, insolvency or similar laws;


 


(ii)           such Borrower, Parent, Holdings, SFTP
or any of their respective Subsidiaries shall (A) apply for or consent to
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, examiner or liquidator of itself or of all or a substantial part of
its Property, (B) make a general assignment for the benefit of its
creditors, (C) commence a voluntary case under the Bankruptcy Code or any
other applicable bankruptcy, insolvency or similar laws, (D) file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement or winding
up, or composition or readjustment of debts, or (E) fail to controvert in
a timely and appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Bankruptcy Code or any 


 


26

















 


other applicable bankruptcy,
insolvency or similar laws or take any corporate action for the purpose of
effecting any of the foregoing; or


 


(iii)          such Borrower, Parent, Holdings, SFTP
or Subsidiary shall admit in writing its inability to, or be generally unable
to, pay its debts as such debts become due;


 


(f)    judgments against, or with respect to the
Property of, any of the Borrowers in excess of $100,000 in the aggregate
(exclusive or in excess of judgment amounts to the extent covered by insurance
or indemnification of creditworthy third parties) shall be rendered by one or
more courts, administrative tribunals or other bodies having jurisdiction, and
the same shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within 60
days from the date of entry thereof, and the relevant Borrower shall not,
within such period of 60 days, or such longer period during which execution of
the same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal;


 


(g)   a final judgment or judgments for the payment
of money of $28,750,000 or more in the aggregate (exclusive of judgment amounts
to the extent covered by insurance or indemnification of creditworthy third
parties) shall be rendered by one or more courts, administrative tribunals or
other bodies having jurisdiction against any Guarantor and the same shall not
be discharged (or provision shall not be made for such discharge), or a stay of
execution thereof shall not be procured, within 60 days from the date of entry
thereof, and such Guarantor shall not, within such period of 60 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal;


 


(h)   defaults by any Borrower under Contractual Obligations
to which such Borrower is bound and under which it could reasonably be expected
to incur liabilities as a result of such default in excess of $100,000;


 


(i)    the occurrence of a Triggering Default under
the Subordinated Indemnity Agreement, subject to the expiration of any
applicable cure periods therein;


 


(j)    any Guarantor fails to pay any principal or
interest due on any Indebtedness of $25,000,000 or more after the final
maturity date thereof or the acceleration of the final maturity date of any
Indebtedness of $25,000,000 or more;


 


(k)   the failure of Parent or any of its
Subsidiaries to (i) pay any amount due under the License Agreements, and
such failure shall continue unremedied for a period of 10 Business Days after
the occurrence thereof, or (ii) perform any of their material obligations
under the License Agreements, and such failure shall continue unremedied for a
period of 10 Business Days after receiving notice from the Lender;


 


(l)    a Change of Control shall occur; or


 


(m)  the Guarantee Agreement shall cease, for any
reason, to be in full force and effect or any Guarantor shall so assert;


 


then, and in any such event,
(A) upon the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrowers under the Bankruptcy Code, automatically
the Commitment shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts 


 


27

















 


owing under this Agreement
and the other Loan Documents shall immediately become due and payable, and (B) if
such event is any other Event of Default, then, any or all of the following
actions may be taken:  (i) the Lender
may, by notice to the Borrowers, declare the Commitment to be terminated
forthwith, whereupon the Commitment shall immediately terminate; and (ii) 
the Lender may, by notice to the Borrowers, declare the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the other Loan Documents to be due and payable forthwith, whereupon the same
shall immediately become due and payable.


 


SECTION 9.           MISCELLANEOUS


 


9.1           Amendments and Waivers.  Neither this
Agreement or any other Loan Document, nor any terms hereof or thereof, may be
amended, supplemented or modified except in accordance with the provisions of
this Section 9.1.  The Lender and
each Loan Party party to the relevant Loan Document may, from time to time, (i) enter
into written amendments, supplements or modifications hereto and to the other
Loan Documents (including amendments and restatements hereof or thereof) for
the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan
Parties hereunder or thereunder or (ii) waive, on such terms and
conditions as may be specified in the instrument of waiver, any of the
requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences.


 


Any such waiver and any such
amendment, supplement or modification effected pursuant to the foregoing shall
apply equally to the Lender and shall be binding upon the Loan Parties, the
Lender and all future holders of the Loans. 
In the case of any waiver, the Loan Parties and the Lender shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.  Any such waiver, amendment, supplement or
modification shall be effected by a written instrument signed by the parties
required to sign pursuant to the foregoing provisions of this Section; provided,
that delivery of an executed signature page of any such instrument by
facsimile or other electronic transmission shall be effective as delivery of a
manually executed counterpart thereof.


 


9.2           Notices. 
Unless otherwise expressly provided herein, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by (including by telecopy or electronic mail pursuant to
procedures approved by the Lender), and shall be deemed to have been duly given
or made when delivered, or three Business Days after being deposited in the
mail, postage prepaid, or, in the case of telecopy or electronic mail notice,
when received, addressed (i) in the case of Parent, Holdings, the
Borrowers and the Lender as set forth below, or (ii) in the case of any
party, to such other address as such party may hereafter notify to the other
parties hereto:


 


	
  The
  Borrowers:

  	
   

  	
  SFOG Acquisition A, Inc.

  SFOG Acquisition B, L.L.C.

  SFOT Acquisition I, Inc.

  SFOT Acquisition
  II, Inc.

  c/o Lord/SPV

  48 Wall Street, 27th Floor

  New York, New York 10005

  Facsimile: (212) 346-9012

  



 


28

















 


	
  with
  a copy to:

  	
   

  	
  c/o
  Six Flags Entertainment Corporation (formerly known as Six Flags, Inc.)

  1540 Broadway, 15th Floor

  New York, New York 10036

  Attention: General Counsel

  Facsimile: (212) 354-3089

  
	
   

  	
   

  	
   

  
	
  Parent
  or Holdings

  	
   

  	
  c/o
  Six Flags Operations Inc.

  1540 Broadway, 15th Floor

  New York, New York 10036

  Attention: Chief Financial Officer

  Telecopy: 212-354-3089

  Electronic Mail: jspeed@sftp.com

  Telephone: 212-652-9384

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  Six
  Flags Operations Inc.

  1540 Broadway, 15th Floor

  New York, New York 10036

  Attention:  General Counsel

  Telecopy:  212-354-3089

  Electronic Mail: jcoughli@sftp.com

  Telephone: 212-652-9380

  
	
   

  	
   

  	
   

  
	
  The
  Lender:

  	
   

  	
  TW-SF
  LLC

  c/o Time Warner

  One Time Warner Center

  New York, New York 10019

  Attention:  Chief Financial Officer

  Facsimile:  (212) 484-7175

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  TW-SF
  LLC

  c/o Time Warner

  One Time Warner Center

  New York, New York 10019

  Attention: Treasurer

  Facsimile: (212) 484-7151

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TW-SF
  LLC

  c/o Time Warner

  One Time Warner Center

  New York, New York 10019

  Attention:  General Counsel

  Facsimile:  (212) 484-7167

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Paul,
  Weiss, Rifkind, Wharton & Garrison LLP

  1285 Avenue of the Americas

  New York, New York 10019-6064

  Attention: Robert B. Schumer, Esq.

  Ariel J. Deckelbaum, Esq.

  Facsimile:
  (212) 757-3990

  



 


29
















 


provided that
any notice, request or demand to or upon the Lender shall not be effective
until received.  The attorneys for any
party may, but shall not be required to, give any notice on behalf of their
respective client.


 


9.3           No
Waiver; Cumulative Remedies. 
No failure to exercise and no delay in exercising, on the part of the
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.


 


9.4           Survival
of Representations and Warranties. 
All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the making of the Loans and other extensions of credit
hereunder.


 


9.5           Payment
of Expenses; Indemnification.


 


(a)   Each of the Borrowers
agrees, jointly and severally, (i) on the Closing Date, to pay and
reimburse the Lender for reasonable out-of-pocket costs and expenses
(including, without limitation, fees and disbursements of counsel (including
reasonable fees and disbursements of Paul, Weiss, Rifkind, Wharton &
Garrison LLP) and accountants, costs and expenses of due diligence, duplication
and messenger costs and expenses) of the Lender in connection with the
Transactions and (ii) from time to time after the Closing Date, to pay and
reimburse the Lender for reasonable out-of-pocket costs and expenses (including
reasonable fees and disbursements of counsel) in connection with any subsequent
waiver, amendment or modification of the Loan Documents and/or the Subordinated
Indemnity Agreement and Related Indemnity Agreements necessary in connection
therewith and (iii) all fees and expenses of the Lender (including fees
and disbursements of counsel (including Paul, Weiss, Rifkind, Wharton &
Garrison LLP)) incurred in connection with the enforcement of any of its rights
and remedies under the Loan Documents (including in connection with any
workout, restructuring or negotiations in respect thereof) (collectively, “Expenses”).  All Expenses shall be paid within three (3) Business
Days following demand by the Lender and (except for Expenses incurred on or
prior to the Closing Date which shall be paid on the Closing Date) made
together with the delivery by the Lender of a reasonable invoice therefor, in
immediately available funds.  Once paid,
none of the Expenses shall be refundable under any circumstances.  The Expenses shall not be creditable against
any other amount payable in connection with the Loan Documents or otherwise.


 


(b)   Each of the Borrowers agrees
to pay, indemnify, and hold harmless the Lender and its
affiliates and their officers, directors, employees, agents and advisors (together
the “Indemnified Parties”) from and against any and all losses, damages,
deficiencies, awards, assessments, amounts paid in good faith settlement,
judgments, fines, penalties, actions, suits, interests, costs and expenses
(including reasonable legal and other advisory fees, costs and expenses) or
disbursements of any kind or nature whatsoever (“Losses”) arising out
of, relating to or otherwise in connection with (i) the enforcement of any
rights of the Lender under this Agreement or any other Loan Document in
accordance with this Agreement or such other Loan Document, (ii) any claim
(whether or not asserted in any legal proceeding), litigation, investigation,
arbitration or proceeding arising out of, relating to or otherwise in
connection with this Agreement or any other Loan Document, and (iii) the
use of the proceeds of the Loans; provided that the Indemnified Parties
shall not be indemnified for any Losses suffered or incurred by the Indemnified
Parties that are found in a non-appealable judgment by a court of competent
jurisdiction to have resulted primarily from such Indemnified Party’s (or such
Indemnified Party’s affiliates’, officers’, directors’, employees’, agents’ or
advisors’) gross negligence, willful misconduct or 


 


30

















 


fraud.  This Section 9.5(b) shall survive
the termination of this Agreement for the benefit of the Indemnified Parties.


 


9.6           Successors
and Assigns; Participations and Assignments.


 


(a)   The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that (i) no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and
void) and (ii) the Lender may not assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section.


 


(b)           (i)            Subject to the conditions
set forth in paragraph (b)(ii) below, the Lender may assign to one or more
Eligible Assignees, upon 10 days prior written notice to the Borrowers (unless
to an Eligible Assignee described in clause (a) of the definition
thereof), all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing
to it).


 


(ii)           From and after the effective
date specified in each Assignment and Acceptance the Eligible Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of such Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to
be entitled to the benefits of Section 9.5).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 9.6
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations.


 


(c)   The Borrowers, upon receipt
of written notice from any Lender, agree to issue a Note to any Eligible
Assignee requiring a Note to facilitate transactions of the type described in
paragraph (b) above.


 


(d)   The Lender may participate
to one or more Person(s), upon 10 days prior written notice to the Borrowers,
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it),  provided that (i) the
Lender’s obligations under this Agreement shall remain unchanged, (ii) the
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers shall continue to
deal solely and directly with the Lender in connection with the Lender’s rights
and obligations under this Agreement. 
The prior written consent of the Borrowers (not to be unreasonably
withheld or delayed) shall be required for any participation in respect of any
unfunded commitment in which the Lender transfers any voting rights to such
participant.


 


(e)   Each of the Borrowers hereby covenants and agrees
that, at any time after the Closing Date at the request of any Lender, each
Borrower shall promptly execute and deliver any amendment or other modification
to this Agreement or any other Loan Documents (each an “Assignment Amendment”),
in each case,  as necessary or appropriate
in the opinion of such Lender, to incorporate such additional provisions to
allow, or otherwise provide, for any assignment or participation of the Loans
(including, without limitation, amendments providing for the appointment of an
administrative agent, voting rights amongst the Lenders, participations, tax
gross-up, increased costs indemnity or any other lender indemnities or other
customary lender protections), provided that such Assignment Amendment
shall not 


 


31

















 


contain terms and conditions more adverse to the Loan
Parties than the terms and conditions set forth in the Six Flags First Lien
Credit Agreement.


 


9.7           U.S.A. Patriot Act.  The Lender
hereby notifies the Borrowers that pursuant to the requirements of the U.S.A.
Patriot Act, it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of
the Borrowers and other information that will allow the Lender to identify the
Borrowers in accordance with the U.S.A. Patriot Act.


 


9.8           Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart
hereof. A set of the copies of this Agreement signed by all the parties shall
be lodged with the Borrowers and the Lender.


 


9.9           Severability.  Any provision of this Agreement that 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.


 


9.10         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.


 


9.11         Submission
To Jurisdiction; Waivers. 
Each of the Lender and the Borrowers 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 or at such other address of which the
Lender shall have been notified pursuant thereto;


 


(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


 


32

















 


(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.


 


9.12         Acknowledgments.  Each of the Borrowers hereby acknowledges
that:


 


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


 


(b)   the Lender has no fiduciary
relationship with or duty to the Borrowers arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Lender, on one hand, and the Borrowers, 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 other Loan Documents or otherwise exists by virtue of the
transactions contemplated hereby among the Borrowers and the Lender.


 


9.13         Confidentiality.  The Lender agrees to keep confidential all
non-public information provided to it by any Loan Party pursuant to this
Agreement that is designated by such Loan Party as confidential; provided that
nothing herein shall prevent the Lender from disclosing any such information (a) to
any affiliate of the Lender (b) to any Eligible Assignee or prospective
Eligible Assignee that agrees to comply with the provisions of this Section, (c) to
any of its employees, directors, agents, attorneys, accountants and other
professional advisors, (d) upon the request or demand of any Governmental
Authority having jurisdiction over it, (e) in response to any order of any
court or other Governmental Authority or as may otherwise be required pursuant
to any Requirement of Law, (f) in connection with any litigation or
similar proceeding, (g) that has been publicly disclosed other than in
breach of this Section 9.13, or (h) in connection with the exercise
of any remedy hereunder or under any other Loan Document.


 


9.14         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.


 


9.15         Accounting
Changes.  In the event that
any “Accounting Change” (as defined below) shall occur and such change results
in a change in the method of calculation of financial 


 


33

















 


covenants, standards or terms in this Agreement, then
the Borrowers and the Lender agree to enter into negotiations in order to amend
such provisions of this Agreement so as to equitably reflect such Accounting
Changes with the desired result that the criteria for evaluating the financial
condition of Parent and the Borrowers shall be the same after such Accounting
Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall
have been executed and delivered by the Borrowers and the Lender, all financial
covenants, standards and terms in the Loan Documents shall continue to be
calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes
in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC.


 


9.16         Releases.


 


(a)   Each of the
Borrowers, 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 Borrower 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 Borrower 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 “Borrower 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
“Borrower 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 Borrower 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 Borrower Claims arising from or with respect to: (i) (A) the
agreements governing the sale of certain 


 


34

















 


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 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.


 


9.17         Non-Recourse.  No affiliate (other than the Loan Parties),
equity holder, member, officer, employee or director of the Loan Parties shall
have any liability in respect of any of the Obligations, and the Lender shall
have no recourse against any of them in respect of any of the Obligations
(other than the Loan Parties).


 


9.18         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.


 


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left blank.]


 


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


 


 


	
   

  	
   

  	
  SFOG
  ACQUISITION A, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Mark Shapiro

  
	
   

  	
   

  	
  Name:
  

  	
  Mark
  Shapiro

  
	
   

  	
   

  	
  Title:
  

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SFOG ACQUISITION B, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Mark Shapiro

  
	
   

  	
   

  	
  Name:
  

  	
  Mark
  Shapiro

  
	
   

  	
   

  	
  Title:
  

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SFOT
  ACQUISITION I, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Mark Shapiro

  
	
   

  	
   

  	
  Name:
  

  	
  Mark
  Shapiro

  
	
   

  	
   

  	
  Title:
  

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SFOT
  ACQUISITION II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Mark Shapiro

  
	
   

  	
   

  	
  Name:
  

  	
  Mark
  Shapiro

  
	
   

  	
   

  	
  Title:
  

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  
					



 


36

















 


	
   

  	
   

  	
  TW-SF
  LLC, as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Edward B. Ruggiero

  
	
   

  	
   

  	
  Name:
  

  	
  Edward
  B. Ruggiero

  
	
   

  	
   

  	
  Title:
  

  	
  Senior
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For
  purposes of Section 9.16(b):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TIME
  WARNER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Edward B. Ruggiero

  
	
   

  	
   

  	
  Name:
  

  	
  Edward
  B. Ruggiero

  
	
   

  	
   

  	
  Title:
  

  	
  Senior
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TW-SF
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  Edward B. Ruggiero

  
	
   

  	
   

  	
  Name:
  

  	
  Edward
  B. Ruggiero

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President & Treasurer

  
					



 


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