Exhibit
10.2


 


THIRD
AMENDMENT


 


THIRD AMENDMENT, dated as of March 26, 2004 (this “Amendment”),
to the Amended and Restated Credit Agreement, dated as of July 8, 2002 (as
amended, supplemented or otherwise modified, including by the First Amendment,
dated as of November 25, 2003, and the Optional Increase Amendment, dated as of
January 14, 2004, the “Credit Agreement”), among SIX FLAGS, INC., a
Delaware corporation (“Parent”), SIX FLAGS OPERATIONS INC., a Delaware
corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware
corporation (the “Primary Borrower”), the Foreign Subsidiary Borrowers
from time to time parties to the Credit Agreement (together with the Primary
Borrower, the “Borrowers”), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement, THE
BANK OF NEW YORK and BANK OF AMERICA, N.A., as syndication agents, CREDIT
LYONNAIS, NEW YORK BRANCH, as documentation agent, and LEHMAN COMMERCIAL PAPER
INC., as administrative agent (in such capacity, the “Administrative Agent”).


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, pursuant to the Credit Agreement, the Lenders
have agreed to make and have made loans and other extensions of credit to the
Borrowers;


 


WHEREAS, the Borrowers have requested and, upon this Amendment
becoming effective, the Lenders will have agreed, that certain provisions of
the Credit Agreement be amended in the manner provided for in this Amendment;
and


 


NOW THEREFORE, in consideration of the premises and
mutual covenants contained herein, and for other valuable consideration the
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


SECTION 1.      DEFINITIONS.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.


 


SECTION 2.      AMENDMENTS TO THE CREDIT AGREEMENT.


 


2.1           Amendments
to Section 1.1 of the Credit Agreement.


 


(a)           Section
1.1 of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:


 


“Cleveland Park”:  Six Flags Worlds of Adventure.


 


“European Parks”:  the collective reference to the following
European parks operated by the Primary Borrower or any of its
Subsidiaries:  Six Flags Belgium, Six
Flags Holland, Bellewaerde, Walibi Aquitaine, Walibi Lorraine, Walibi
Rhone-Alpes and Warner Bros. Movie World Germany.


 

















 


“Net Park Proceeds”:  as defined in Section 10.5(c)(vi).


 


(b)           The
definition of “Asset Sale” in Section 1.1 of the Credit Agreement is hereby
amended by deleting therefrom the first parenthetical in its entirety and
substituting in lieu thereof the following parenthetical:  “(excluding any such Disposition permitted
by clauses (i) through (vii) of Section 10.4(c))”.


 


(c)           The
definition of “Consolidated Fixed Charges” in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting from clause (d) thereof the words
“clause (iv) or (v)” and substituting in lieu thereof the words “clause (iv),
(v) or (vi)” and (ii) inserting the following three sentences at the end
thereof:


 


Notwithstanding the foregoing, if during any period
for which Consolidated Fixed Charges is being determined, the Primary Borrower
or any of its Subsidiaries shall have consummated the sale of the Cleveland
Park or the European Parks in a transaction permitted by Section 10.4(c)(viii)
then, for purposes of calculating the Consolidated Fixed Charges Coverage Ratio
for such period, Consolidated Fixed Charges shall be calculated after giving
pro forma effect to the refinancing or repayment of an aggregate principal
amount of Indebtedness under the Indentures of the Parent that is equal to the
Net Park Proceeds in respect of such sale divided by 1.08, as if the
same had occurred on the first day of such period, whether or not such
Indebtedness was so refinanced or repaid during such period. Notwithstanding
the foregoing, if during any period for which Consolidated Fixed Charges is
being determined, Parent shall have refinanced or repaid any Indebtedness under
any of its Indentures, for purposes of calculating the Consolidated Fixed
Charges Coverage Ratio for such period, Consolidated Fixed Charges shall be
calculated after giving pro forma effect to the refinancing or repayment of
such Indebtedness as if the same had occurred on the first day of such
period.  For purposes of this
definition, when such pro forma effect is given to the refinancing or repayment
of such Indebtedness, the pro forma calculations shall be made as determined in
good faith by a Responsible Officer of the Borrower and shall be reasonably
satisfactory to the Administrative Agent.


 


2.2           Amendment
to Section 6.5(b) of the Credit Agreement. 
Section 6.5(b) of the Credit Agreement is hereby amended by inserting
the following at the end thereof and before the period:


 


and provided, further, that no
prepayment of the Tranche B Term Loans or reduction of the Multicurrency
Commitments shall be required to be made under this Section 6.5(b) in respect
of the Net Cash Proceeds received by Holdings or any of its Subsidiaries from
the sales of the Cleveland Park and/or the European Parks that are in excess of
(A) $45,000,000 if, on such date, the sale of the Cleveland Park has been
consummated but the sale or the European Parks has not been consummated, (B)
$125,000,000 if, on such date, the sale of the European Parks has been
consummated or (C) $125,000,000 if, on such date, the sale of the European
Parks and the Cleveland Park have been consummated


 


2

















 


2.3           Amendments
to Section 10.4(c) of the Credit Agreement.  Section 10.4(c) of the Credit Agreement is hereby amended by (a)
deleting the word “and” at the end of clause (vi) thereof and (b) inserting the
following at the end thereof before the period:


 


and (viii) the sale of the Cleveland Park and the
European Parks, provided that the requirements of Section 6.5(b) are
complied with in connection therewith and that, notwithstanding any declination
pursuant to Section 6.11(d) by the Tranche B Term Lenders of any portion of the
required mandatory prepayment, the Borrowers shall have prepaid, pursuant to
Section 6.5(b) and, to the extent necessary, Section 6.4, at least $75,000,000
(or if, at the time of the consummation of the sale of the Cleveland Park, the
sale of the European Parks has not been consummated, $45,000,000) aggregate
principal amount of Tranche B Term Loans by the date that is 45 days after the
receipt of the Net Cash Proceeds of such sale


 


2.4           Amendments
to Section 10.5(c) of the Credit Agreement.  Section 10.5(c) of the Credit Agreement is hereby amended by (a)
deleting the word “and” at the end of clause (iv) thereof, (b) deleting the “.”
at the end of clause (v) thereof and substituting “; and” in lieu thereof and
(c) inserting the following at the end thereof:


 


(vi) up to $215,000,000
of amounts payable in respect of any refinancing or repayment of Indebtedness
under any Indenture of Parent, provided that (A) any such Restricted
Payment is funded solely with any Net Cash Proceeds of the sale of the
Cleveland Park and the European Parks remaining after giving effect to (x) the
aggregate amount of all mandatory and optional prepayments required to be made
in connection therewith pursuant to Section 10.4(c)(viii), (y) the aggregate
amount then paid in respect of acquisitions pursuant to the Marine World
Agreements as permitted by Section 10.4(e)(iv) and not previously deducted in
determining such amount and (z) the aggregate amount of such Net Cash Proceeds
applied to the payment, prepayment, repurchase or redemption of Indebtedness of
Holdings or any of its Subsidiaries (such remaining amount, the “Net Park
Proceeds”) and (B) such Restricted Payment is made within 11 months after
the receipt of such Net Park Proceeds.


 


2.5           Amendments
to Section 10.7 of the Credit Agreement. 
Section 10.7 of the Credit Agreement is hereby amended by (a) deleting
the reference to “(iv)” in clause (h) thereof and substituting “(ii)” in lieu
thereof, (b) deleting the word “and” at the end of clause (m) thereof, (c)
deleting the “.” at the end of clause (n) thereof and substituting “; and” in
lieu thereof and (d) inserting the following at the end thereof:


 


(o) promissory notes
received as consideration for the sale of the European Parks in a transaction
permitted by Section 10.4(c)(viii); provided that (i) such promissory
notes shall be pledged and delivered to the Administrative Agent to the extent
required by the Guarantee and Collateral Agreement and (ii) the aggregate
principal amount of all such notes at any time outstanding shall not exceed
$20,000,000.


 


3

















 


2.6           Amendment
to Section 10.14(a) of the Credit Agreement.  Section 10.14(a) of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:


 


In the case of Parent, notwithstanding anything to the
contrary in this Agreement or any other Loan Document, apply all or any portion
of any Restricted Payment made to it as permitted by Section 10.5(c)(vi) to
refinance or repay Indebtedness under any Indenture of Parent after the day
that is 30 days after the date of the making of such Restricted Payment (it
being understood and agreed that, to the extent such Restricted Payment is not
applied to refinance or repay Indebtedness under any Indenture of Parent within
30 days after the making thereof, Parent shall make to Holdings, and Holdings
shall make to the Primary Borrower, on the first Business Day that is at least
31 days after the date of such Restricted Payment, a cash equity contribution
in an amount equal to such unapplied amount of the Restricted Payment).


 


4

















 


SECTION 3.      CONDITIONS PRECEDENT.  This Amendment shall become effective on and
as of the date (the “Amendment Effective Date”) on which (a) the Administrative
Agent shall have received (i) an executed counterpart of this Amendment, duly
executed and delivered by a duly authorized officer of each of Parent, Holdings
and the Primary Borrower, (ii) executed Lender Consent Letters (or facsimile
transmissions thereof), substantially in the form of Exhibit A hereto (“Lender
Consent Letters”), from the Required Lenders and, for the effectiveness of
Section 2.2 hereof, the Required Prepayment Lenders and (iii) an executed
Acknowledgment and Consent, substantially in the form of Exhibit B hereto, from
each Guarantor and (b) the Primary Borrower shall have paid all fees required
to be paid, and expenses for which invoices have been presented (including
fees, disbursements and other charges of counsel to the Agents), in connection
with the Credit Agreement.


 


SECTION 4.      REPRESENTATIONS AND WARRANTIES; NO
DEFAULT.  On and as of the date
hereof, and after giving effect to this Amendment, (a) each of Parent, Holdings
and the Primary Borrower certifies that no Default or Event of Default has
occurred and is continuing and (b) each of Parent, Holdings and the Primary
Borrower confirms, reaffirms and restates that the representations and
warranties made by the Loan Parties in the Loan Documents are true and correct
in all material respects, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects
as of such earlier date.


 


SECTION 5.      AFFIRMATIVE COVENANT.  The Primary Borrower shall deliver to the
Administrative Agent, promptly but in no event later than 60 days after the
consummation of any of the following events: 
(i) the sale of the Cleveland Park as permitted by Section 10.4(c)(viii)
of the Credit Agreement, (ii) the sale of the European Parks as permitted by
Section 10.4(c)(viii) of the Credit Agreement and (iii) any acquisitions
pursuant to the Marine World Agreements as permitted by Section 10.4(e)(iv) of
the Credit Agreement, updated versions of Schedules 1.1(b), 7.8 and 7.15 to the
Credit Agreement, reflecting the consummation of such transaction.


 


SECTION 6.      REFERENCE TO AND EFFECT ON THE LOAN
DOCUMENTS.  On and after the
Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby.  Except as expressly amended
herein, all of the provisions of the Credit Agreement and the other Loan
Documents are and shall remain in full force and effect in accordance with the
terms thereof and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of
this Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Agents or the Lenders may now have or may have in the future under or
in connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.


 


SECTION 7.      COUNTERPARTS.  This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts and all of
said counterparts 


 


5

















 


taken together shall be
deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.  A set of the copies
of this Amendment signed by all the parties shall be lodged with the Primary
Borrower and the Administrative Agent.


 


SECTION 8.      PAYMENT OF EXPENSES.  The Primary Borrower agrees to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with this Amendment and any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.


 


SECTION 9.      GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


6

















 


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


 


 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M.
  Coughlin

  	
   

  
	
   

  	
  Name:

  	
  James M. Coughlin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M.
  Coughlin

  	
   

  
	
   

  	
  Name:

  	
  James M. Coughlin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS THEME PARKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M.
  Coughlin

  	
   

  
	
   

  	
  Name:

  	
  James M. Coughlin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis
  Chang

  	
   

  
	
   

  	
  Name:

  	
  Francis Chang

  
	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


EXHIBIT A


 


LENDER CONSENT LETTER


 


SIX FLAGS AMENDED AND
RESTATED CREDIT AGREEMENT

DATED AS OF JULY 8, 2002


 


	
  To:

  	
  Lehman Commercial Paper Inc.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
  745 Seventh Avenue

  
	
   

  	
  New York, New York 10019

  
	
   

  	
  Attention: 
  Michelle Rosolinsky

  



 


Ladies and Gentlemen:


 


Reference is made to the Amended and Restated Credit
Agreement, dated as of July 8, 2002 (as amended, supplemented or otherwise
modified, including by the First Amendment, dated as of November 25, 2003, and
the Optional Increase Amendment, dated as of January 14, 2004, the “Credit
Agreement”), among Six Flags, Inc., a Delaware corporation, Six Flags
Operations Inc., a Delaware corporation, Six Flags Theme Parks Inc., a Delaware
corporation (the “Primary Borrower”), each Foreign Subsidiary Borrower
(together with the Primary Borrower, the “Borrowers”), the Lenders from
time to time parties to the Credit Agreement, The Bank of New York and Bank of
America, N.A., as Syndication Agents, Credit Lyonnais, New York Branch, as
Documentation Agent, and Lehman Commercial Paper Inc., as Administrative
Agent.  Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement are used
herein as therein defined.


 


The Borrowers have requested that the Lenders consent
to amend the Credit Agreement on the terms described in the Third Amendment
(the “Amendment”) to which a form of this Lender Consent Letter is
attached as Exhibit A.


 


Pursuant to Section 13.1(a) of the Credit Agreement,
the undersigned Lender hereby irrevocably consents to the execution by the
Administrative Agent of the Amendment.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (NAME OF LENDER)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


Dated as of March 26, 2004


 

















 


EXHIBIT B


 


ACKNOWLEDGMENT AND
CONSENT

TO THE THIRD AMENDMENT

TO THE AMENDED AND RESTATED CREDIT AGREEMENT


 


Reference is made to the Amended and Restated Credit
Agreement described in the foregoing Third Amendment (the “Credit Agreement”;
terms defined in the Credit Agreement and used in this Acknowledgement and
Consent shall have the meanings given to such terms in the Credit Agreement)
and the Guarantee and Collateral Agreement, dated as of July 8, 2002, made by
the Grantors in favor of the Administrative Agent, for the benefit of the
Lenders.  Each of the undersigned
Guarantors hereby (a) consents to the foregoing Third Amendment and the
transactions contemplated thereby and (b) agrees and acknowledges that all
guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement are, and shall remain, in full force and effect after
giving effect to the foregoing Third Amendment and all prior modifications, if
any, to the Credit Agreement.


 


(Rest
of page left intentionally blank.)


 

















 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  



 

















 


	
   

  	
   

  
	
   

  	
  ASTROWORLD GP LLC

  
	
   

  	
  ASTROWORLD LP LLC

  
	
   

  	
  AURORA CAMPGROUND, INC.

  
	
   

  	
  DARIEN LAKE THEME PARK AND CAMPING RESORT, INC.

  
	
   

  	
  ENCHANTED PARKS, INC.

  
	
   

  	
  FIESTA TEXAS, INC.

  
	
   

  	
  FRONTIER CITY PROPERTIES, INC.

  
	
   

  	
  FUNTIME, INC.

  
	
   

  	
  FUNTIME PARKS, INC.

  
	
   

  	
  GREAT ESCAPE HOLDING INC.

  
	
   

  	
  GREAT ESCAPE LLC

  
	
   

  	
  GREAT ESCAPE THEME PARK LLC

  
	
   

  	
  HURRICANE HARBOR GP LLC

  
	
   

  	
  HURRICANE HARBOR LP LLC

  
	
   

  	
  INDIANA PARKS, INC.

  
	
   

  	
  KKI, LLC

  
	
   

  	
  MWM HOLDINGS INC.

  
	
   

  	
  OHIO CAMPGROUNDS INC.

  
	
   

  	
  OHIO HOTEL LLC

  
	
   

  	
  PARK MANAGEMENT CORP.

  
	
   

  	
  PP DATA SERVICES INC.

  
	
   

  	
  PREMIER INTERNATIONAL HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS OF COLORADO INC.

  
	
   

  	
  PREMIER WATERWORLD CONCORD INC.

  
	
   

  	
  PREMIER WATERWORLD SACRAMENTO

  INC.

  
	
   

  	
  RIVERSIDE PARK ENTERPRISES, INC.

  
	
   

  	
  SAN ANTONIO PARK GP, LLC

  
	
   

  	
  SFJ MANAGEMENT INC.

  
	
   

  	
  SFTP INC.

  
	
   

  	
  SFTP SAN ANTONIO GP, INC.

  
	
   

  	
  SFTP SAN ANTONIO, INC.

  
	
   

  	
  SFTP SAN ANTONIO II, INC

  
	
   

  	
  STUART AMUSEMENT COMPANY

  
	
   

  	
  TIERCO MARYLAND, INC.

  
	
   

  	
  TIERCO WATER PARK, INC.

  
	
   

  	
  WYANDOT LAKE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  



 

















 


	
   

  	
  SF SPLASHTOWN INC.

  
	
   

  	
  SF SPLASHTOWN GP INC.

  
	
   

  	
  SIX FLAGS EVENTS INC.

  
	
   

  	
  SIX FLAGS EVENTS HOLDING CORP.

  
	
   

  	
  SIX FLAGS SERVICES, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF ILLINOIS, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF MISSOURI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASTROWORLD LP

  
	
   

  	
   

  
	
   

  	
  By:  Astroworld GP LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELITCH GARDENS L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Premier Parks of Colorado Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  



 

















 


	
   

  	
  FRONTIER CITY
  PARTNERS LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:  Frontier City Properties, Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HURRICANE HARBOR LP

  
	
   

  	
   

  
	
   

  	
  By:  Hurricane Harbor GP LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SF PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  Six Flags Theme Parks Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS SAN ANTONIO,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:  SFTP San Antonio GP, Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  



 

















 


	
   

  	
  SIX FLAGS SPLASHTOWN
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:  SF Splashtown GP Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX FLAGS EVENTS L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Six Flags Events Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAN ANTONIO THEME PARK,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:  San Antonio Park GP, LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  James M. Coughlin

  
	
   

  	
  Vice President