Exhibit 10.1


EXECUTION VERSION


 




 





$1,125,000,000


SECOND AMENDED AND RESTATED
CREDIT AGREEMENT


among


SIX FLAGS, INC.,


SIX FLAGS OPERATIONS INC.,


SIX FLAGS THEME PARKS INC., 

as Primary Borrower,


THE FOREIGN SUBSIDIARY
BORROWERS

From Time to Time Parties Hereto,


The Several Lenders

from Time to Time Parties Hereto,


CREDIT SUISSE, CAYMAN ISLANDS BRANCH


and


LEHMAN COMMERCIAL PAPER
INC.,


as Co-Syndication Agents,


and


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


Dated as of May 25, 2007




 





 


J.P. MORGAN SECURITIES INC.,


CREDIT SUISSE SECURITIES
(USA) LLC


and


LEHMAN BROTHERS INC.,


as Joint Lead Arrangers and
Joint Bookrunners


















TABLE OF
CONTENTS


	
  SECTION 1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  1.1.

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  1.2.

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  AMOUNT AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS

  	
   

  	
  39

  
	
  2.1.

  	
   

  	
  Tranche B Term Loan Commitments

  	
   

  	
  39

  
	
  2.2.

  	
   

  	
  Procedure for Term Loan Borrowing

  	
   

  	
  39

  
	
  2.3.

  	
   

  	
  Repayment of Tranche B Term Loans

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  AMOUNT AND TERMS OF THE
  REVOLVING FACILITIES COMMITMENTS AND SWING LINE COMMITMENT

  	
   

  	
  41

  
	
  3.1.

  	
   

  	
  Revolving Credit Commitments

  	
   

  	
  41

  
	
  3.2.

  	
   

  	
  Procedure for Revolving Credit Borrowing

  	
   

  	
  41

  
	
  3.3.

  	
   

  	
  Swing Line Commitment

  	
   

  	
  42

  
	
  3.4.

  	
   

  	
  Procedure for Swing Line Borrowing; Refunding of
  Swing Line Loans

  	
   

  	
  42

  
	
  3.5.

  	
   

  	
  Multicurrency Commitments

  	
   

  	
  44

  
	
  3.6.

  	
   

  	
  Procedure for Multicurrency Borrowing

  	
   

  	
  44

  
	
  3.7.

  	
   

  	
  Certain Prepayments

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  LETTERS OF CREDIT

  	
   

  	
  45

  
	
  4.1.

  	
   

  	
  L/C Commitment

  	
   

  	
  45

  
	
  4.2.

  	
   

  	
  Procedure for Issuance of Letter of Credit

  	
   

  	
  45

  
	
  4.3.

  	
   

  	
  Fees and Other Charges

  	
   

  	
  46

  
	
  4.4.

  	
   

  	
  L/C Participations

  	
   

  	
  46

  
	
  4.5.

  	
   

  	
  Reimbursement Obligation of the Borrowers

  	
   

  	
  47

  
	
  4.6.

  	
   

  	
  Obligations Absolute

  	
   

  	
  47

  
	
  4.7.

  	
   

  	
  Letter of Credit Payments

  	
   

  	
  48

  
	
  4.8.

  	
   

  	
  Applications

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  CERTAIN PROVISIONS APPLICABLE TO THE LOANS AND THE
  LETTERS OF CREDIT

  	
   

  	
  48

  
	
  5.1.

  	
   

  	
  Repayment of Loans; Evidence of Debt

  	
   

  	
  48

  
	
  5.2.

  	
   

  	
  Commitment Fees, Etc.

  	
   

  	
  49

  
	
  5.3.

  	
   

  	
  Termination or Reduction of Revolving Credit
  Commitments; Multicurrency Commitments

  	
   

  	
  50

  
	
  5.4.

  	
   

  	
  Optional Prepayments

  	
   

  	
  50

  
	
  5.5.

  	
   

  	
  Mandatory Prepayments and Commitment Reductions

  	
   

  	
  50

  
	
  5.6.

  	
   

  	
  Conversion and Continuation Options

  	
   

  	
  52

  
	
  5.7.

  	
   

  	
  Minimum Amounts and Maximum Number of Eurocurrency
  Tranches

  	
   

  	
  53

  
	
  5.8.

  	
   

  	
  Interest Rates and Payment Dates

  	
   

  	
  53

  
	
  5.9.

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  54

  
	
  5.10.

  	
   

  	
  Inability to Determine Interest Rate

  	
   

  	
  54

  
	
  5.11.

  	
   

  	
  Pro Rata Treatment and Payments

  	
   

  	
  55

  
	
  5.12.

  	
   

  	
  Requirements of Law

  	
   

  	
  58

  



 



 i
 









 


	
  5.13.

  	
   

  	
  Taxes

  	
   

  	
  59

  
	
  5.14.

  	
   

  	
  Indemnity

  	
   

  	
  62

  
	
  5.15.

  	
   

  	
  Illegality

  	
   

  	
  62

  
	
  5.16.

  	
   

  	
  Change of Lending Office

  	
   

  	
  62

  
	
  5.17.

  	
   

  	
  Replacement of Lenders under Certain Circumstances

  	
   

  	
  63

  
	
  5.18.

  	
   

  	
  Optional Increase of Facilities

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  66

  
	
  6.1.

  	
   

  	
  Financial Condition

  	
   

  	
  66

  
	
  6.2.

  	
   

  	
  No Change

  	
   

  	
  67

  
	
  6.3.

  	
   

  	
  Existence; Compliance with Law

  	
   

  	
  67

  
	
  6.4.

  	
   

  	
  Corporate Power; Authorization; Enforceable
  Obligations

  	
   

  	
  67

  
	
  6.5.

  	
   

  	
  No Legal Bar

  	
   

  	
  67

  
	
  6.6.

  	
   

  	
  Litigation

  	
   

  	
  68

  
	
  6.7.

  	
   

  	
  No Default

  	
   

  	
  68

  
	
  6.8.

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  68

  
	
  6.9.

  	
   

  	
  Intellectual Property

  	
   

  	
  68

  
	
  6.10.

  	
   

  	
  Taxes

  	
   

  	
  68

  
	
  6.11.

  	
   

  	
  Federal Regulations

  	
   

  	
  69

  
	
  6.12.

  	
   

  	
  Labor Matters

  	
   

  	
  69

  
	
  6.13.

  	
   

  	
  ERISA

  	
   

  	
  69

  
	
  6.14.

  	
   

  	
  Investment Company Act; Other Regulations

  	
   

  	
  70

  
	
  6.15.

  	
   

  	
  Subsidiaries

  	
   

  	
  70

  
	
  6.16.

  	
   

  	
  Use of Proceeds

  	
   

  	
  70

  
	
  6.17.

  	
   

  	
  Environmental Matters

  	
   

  	
  71

  
	
  6.18.

  	
   

  	
  Accuracy of Information, Etc.

  	
   

  	
  72

  
	
  6.19.

  	
   

  	
  Security Documents

  	
   

  	
  72

  
	
  6.20.

  	
   

  	
  Solvency

  	
   

  	
  73

  
	
  6.21.

  	
   

  	
  Regulation H

  	
   

  	
  73

  
	
  6.22.

  	
   

  	
  Parks

  	
   

  	
  74

  
	
  6.23.

  	
   

  	
  Senior Indebtedness

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
  74

  
	
  7.1.

  	
   

  	
  Conditions Precedent to Initial Borrowing

  	
   

  	
  74

  
	
  7.2.

  	
   

  	
  Conditions to Each Extension of Credit

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  78

  
	
  8.1.

  	
   

  	
  Financial Statements and Other Information

  	
   

  	
  78

  
	
  8.2.

  	
   

  	
  Notices of Material Events

  	
   

  	
  81

  
	
  8.3.

  	
   

  	
  Existence, Etc.

  	
   

  	
  82

  
	
  8.4.

  	
   

  	
  Insurance

  	
   

  	
  83

  
	
  8.5.

  	
   

  	
  Compliance with Contractual Obligations and
  Requirements of Law

  	
   

  	
  83

  
	
  8.6.

  	
   

  	
  Additional Collateral, Etc.

  	
   

  	
  84

  
	
  8.7.

  	
   

  	
  Further Assurances

  	
   

  	
  86

  
	
  8.8.

  	
   

  	
  Environmental Laws

  	
   

  	
  87

  
	
  8.9.

  	
   

  	
  Post-Closing Matters

  	
   

  	
  87

  



 



 ii
 









 


	
  SECTION 9.

  	
   

  	
  NEGATIVE COVENANTS

  	
   

  	
  87

  
	
  9.1.

  	
   

  	
  Consolidated Senior Secured Leverage Ratio

  	
   

  	
  87

  
	
  9.2.

  	
   

  	
  Indebtedness

  	
   

  	
  88

  
	
  9.3.

  	
   

  	
  Liens

  	
   

  	
  90

  
	
  9.4.

  	
   

  	
  Prohibition of Fundamental Changes

  	
   

  	
  93

  
	
  9.5.

  	
   

  	
  Restricted Payments

  	
   

  	
  96

  
	
  9.6.

  	
   

  	
  Capital Expenditures

  	
   

  	
  99

  
	
  9.7.

  	
   

  	
  Investments

  	
   

  	
  100

  
	
  9.8.

  	
   

  	
  Prepayment of Certain Indebtedness

  	
   

  	
  102

  
	
  9.9.

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  102

  
	
  9.10.

  	
   

  	
  Changes in Fiscal Periods

  	
   

  	
  103

  
	
  9.11.

  	
   

  	
  Certain Restrictions

  	
   

  	
  103

  
	
  9.12.

  	
   

  	
  Lines of Business

  	
   

  	
  103

  
	
  9.13.

  	
   

  	
  Modifications of Certain Documents

  	
   

  	
  103

  
	
  9.14.

  	
   

  	
  Limitation on Activities of Parent and Holdings

  	
   

  	
  104

  
	
  9.15.

  	
   

  	
  Limitation on Hedging Agreements

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  104

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
   

  	
  THE AGENTS

  	
   

  	
  109

  
	
  11.1.

  	
   

  	
  Appointment

  	
   

  	
  109

  
	
  11.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  109

  
	
  11.3.

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  109

  
	
  11.4.

  	
   

  	
  Reliance by Agents

  	
   

  	
  110

  
	
  11.5.

  	
   

  	
  Notice of Default

  	
   

  	
  110

  
	
  11.6.

  	
   

  	
  Non-Reliance on Agents and Other Lenders

  	
   

  	
  110

  
	
  11.7.

  	
   

  	
  Indemnification

  	
   

  	
  111

  
	
  11.8.

  	
   

  	
  Agent in Its Individual Capacity

  	
   

  	
  111

  
	
  11.9.

  	
   

  	
  Successor Agents

  	
   

  	
  111

  
	
  11.10.

  	
   

  	
  Authorization to Release Liens and Guarantees

  	
   

  	
  112

  
	
  11.11.

  	
   

  	
  The Arrangers and Syndication Agents

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  112

  
	
  12.1.

  	
   

  	
  Amendments and Waivers

  	
   

  	
  112

  
	
  12.2.

  	
   

  	
  Notices

  	
   

  	
  115

  
	
  12.3.

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  117

  
	
  12.4.

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  117

  
	
  12.5.

  	
   

  	
  Payment of Expenses

  	
   

  	
  117

  
	
  12.6.

  	
   

  	
  Successors and Assigns; Participations and
  Assignments

  	
   

  	
  118

  
	
  12.7.

  	
   

  	
  Adjustments; Set-off

  	
   

  	
  121

  
	
  12.8.

  	
   

  	
  U.S.A. Patriot Act

  	
   

  	
  122

  
	
  12.9.

  	
   

  	
  Counterparts

  	
   

  	
  122

  
	
  12.10.

  	
   

  	
  Severability

  	
   

  	
  123

  
	
  12.11.

  	
   

  	
  Integration

  	
   

  	
  123

  
	
  12.12.

  	
   

  	
  GOVERNING LAW

  	
   

  	
  123

  
	
  12.13.

  	
   

  	
  Submission To Jurisdiction; Waivers

  	
   

  	
  123

  
	
  12.14.

  	
   

  	
  Acknowledgments

  	
   

  	
  124

  



 



 iii
 









 


	
  12.15.

  	
   

  	
  Confidentiality

  	
   

  	
  124

  
	
  12.16.

  	
   

  	
  Release of Collateral and Guarantee Obligations

  	
   

  	
  125

  
	
  12.17.

  	
   

  	
  Accounting Changes

  	
   

  	
  126

  
	
  12.18.

  	
   

  	
  Delivery of Lender Addenda

  	
   

  	
  126

  
	
  12.19.

  	
   

  	
  WAIVERS OF JURY TRIAL

  	
   

  	
  126

  
	
  12.20.

  	
   

  	
  Effect of Amendment and Restatement of the Existing
  Credit Agreement

  	
   

  	
  126

  



 



 iv
 









 


	
  ANNEXES:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
  Pricing Grid

  	
   

  	
   

  
	
  B

  	
  Existing Letters of Credit

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1(a)

  	
   

  	
  Mortgaged Property

  	
   

  	
   

  
	
  1.1(b)

  	
   

  	
  Existing Parks

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Consents, Authorizations, Filings and Notices

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Material Real Properties

  	
   

  	
   

  
	
  6.13

  	
   

  	
  ERISA

  	
   

  	
   

  
	
  6.15

  	
   

  	
  Subsidiaries

  	
   

  	
   

  
	
  6.19(a)-1

  	
   

  	
  UCC Filing Jurisdictions

  	
   

  	
   

  
	
  6.19(a)-2

  	
   

  	
  UCC Financing Statements to Remain on File

  	
   

  	
   

  
	
  6.19(a)-3

  	
   

  	
  UCC Financing Statements to be Terminated

  	
   

  	
   

  
	
  6.19(b)

  	
   

  	
  Mortgage Amendment Filing Jurisdictions

  	
   

  	
   

  
	
  6.21

  	
   

  	
  Mortgaged Properties in Flood Zones

  	
   

  	
   

  
	
  7.1(m)

  	
   

  	
  Real Properties for which Mortgagee’s Title
  Insurance Policies or Endorsements Shall be Obtained

  	
   

  	
   

  
	
  9.2(b)

  	
   

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  9.3(b)

  	
   

  	
  Existing Liens

  	
   

  	
   

  
	
  9.7(a)

  	
   

  	
  Existing Investments

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Form of Amended and Restated Guarantee and
  Collateral Agreement

  	
   

  	
   

  
	
  B

  	
   

  	
  Form of Compliance Certificate

  	
   

  	
   

  
	
  C

  	
   

  	
  Form of Closing Certificate

  	
   

  	
   

  
	
  D-1

  	
   

  	
  Form of Mortgage Amendment

  	
   

  	
   

  
	
  D-2

  	
   

  	
  Form of Mortgage

  	
   

  	
   

  
	
  E

  	
   

  	
  Form of Assignment and Acceptance

  	
   

  	
   

  
	
  F-1

  	
   

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

  	
   

  	
   

  
	
  F-2

  	
   

  	
  Form of Legal Opinion of General Counsel

  	
   

  	
   

  
	
  F-3

  	
   

  	
  Form of Legal Opinion of Sonnenschein Nath & Rosenthal
  LLP

  	
   

  	
   

  
	
  G-1

  	
   

  	
  Form of Term Note

  	
   

  	
   

  
	
  G-2

  	
   

  	
  Form of Revolving Credit Note

  	
   

  	
   

  
	
  G-3

  	
   

  	
  Form of Swing Line Note

  	
   

  	
   

  
	
  H

  	
   

  	
  Form of Prepayment Option Notice

  	
   

  	
   

  
	
  I

  	
   

  	
  Form of Exemption Certificate

  	
   

  	
   

  
	
  J

  	
   

  	
  Form of Lender Addendum

  	
   

  	
   

  
	
  K

  	
   

  	
  Form of Joinder Agreement

  	
   

  	
   

  
	
  L

  	
   

  	
  Form of Foreign Subsidiary Opinion

  	
   

  	
   

  
	
  M

  	
   

  	
  Form of Borrowing Notice

  	
   

  	
   

  
	
  N

  	
   

  	
  Form of Solvency Certificate

  	
   

  	
   

  
	
  O

  	
   

  	
  Form of Subordination Agreement

  	
   

  	
   

  
						



 



 v















SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of May 25, 2007, 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”),
each FOREIGN SUBSIDIARY BORROWER (as hereinafter defined), the several banks
and other financial institutions or entities from time to time parties to this
Agreement (as defined below) (the “Lenders”), CREDIT SUISSE SECURITIES
(USA) LLC and LEHMAN COMMERCIAL PAPER INC., as co-syndication agents
(collectively, in such capacity, the “Syndication Agents”), and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).


WHEREAS, the Primary Borrower is a party to the Credit
Agreement, dated as of November 5, 1999 (as amended, supplemented, amended and
restated or otherwise modified from time to time prior to the date hereof, the “Existing
Credit Agreement”), among Parent, Holdings, the Primary Borrower, the Foreign
Subsidiary Borrowers from time to time parties thereto, the lenders party
thereto, Lehman Commercial Paper Inc., as administrative agent, and others,
pursuant to which such lenders have agreed to extend, and have extended, credit
to the Primary Borrower and the Foreign Subsidiary Borrowers;


WHEREAS, the Primary Borrower has requested that the
Existing Credit Agreement be amended and restated as set forth below; and


WHEREAS, it is the intent of the parties hereto that
this Agreement not constitute a novation of the obligations and liabilities
existing under the Existing Credit Agreement and which remain outstanding or
evidence repayment of any such obligations and liabilities and that this
Agreement amend and restate in its entirety the Existing Credit Agreement and
re-evidence the obligations of the Borrowers outstanding thereunder;


NOW, THEREFORE, in consideration of the premises and
the agreements hereinafter set forth, the parties hereto hereby agree that on
the Amendment and Restatement Effective Date (as defined below), the Existing
Credit Agreement shall be amended and restated in its entirety 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.


“Accepting Lenders”:  as defined in Section 5.11(d).


“Accounting Changes”: as defined in Section
12.17.


“Acquisition”: 
any acquisition, whether in a single transaction or series of related
transactions, by Holdings 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.













“Additional Available Amounts”: the sum of (a)
the Net Cash Proceeds received from the issuance or sale of Capital Stock of
Holdings and from the contribution of cash to Holdings from the Parent, in each
case as contributed to the Primary Borrower, that are Not Otherwise Applied,
(b) the Declined Proceeds and (c) Excess Cash Flow not required to be used to
make a prepayment pursuant to Section 5.5(c) on an Excess Cash Flow Application
Date that is Not Otherwise Applied.


“Additional Extensions of Credit”: as defined
in Section 12.1.


“Adjustment Date”:  as defined in the Pricing Grid.


“Administrative Agent”:  as defined in the preamble hereto; it being
understood that matters concerning Loans denominated in euros will be administered
by J.P. Morgan Europe Limited and therefore all notices concerning such Loans
will be required to be given at the office of J.P. Morgan Europe Limited
specified in Section 12.2.


“Affiliate”: 
any Person that directly or indirectly controls, or is under common
control with, or is controlled by, Holdings 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, Holdings or any of its Subsidiaries and (b) none of (i) the Wholly
Owned Subsidiaries of Holdings, (ii) Six Flags Discovery Kingdom in Vallejo,
California, (iii) Marine World Joint Powers Authority, a joint exercise of
powers authority created under the laws of the State of California, or (iv) the
joint venture established pursuant to the Great Escape Agreements, shall be
Affiliates.


“Agents”: 
the collective reference to the Syndication Agents and the
Administrative Agent.


“Aggregate Exposure”:  with respect to any Lender at any time, an
amount equal to (a) until the Amendment and Restatement Effective Date, the sum
of (i) the aggregate then unpaid principal amount of such Lender’s Tranche B
Term Loans and (ii) the aggregate amount of such Lender’s Commitments at such
time and (b) thereafter, the sum of (i) the aggregate then unpaid principal
amount of such Lender’s Tranche B Term Loans, (ii) the aggregate then unpaid
principal amount of such Lender’s Optional Term Loans, (iii) the amount of such
Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit
Commitments have been terminated, the amount of such Lender’s Revolving
Extensions of Credit then outstanding and (iv) the amount of such Lender’s
Multicurrency Commitment then in effect or, if the Multicurrency Commitments
have 



 2
 









been terminated, the
amount of such Lender’s Multicurrency Extensions of Credit then outstanding.


“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the
ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such
time to the sum of the Aggregate Exposures of all Lenders at such time.


“Agreement”: 
this Second Amended and Restated Credit Agreement, as amended,
supplemented or otherwise modified from time to time.


“Amendment and Restatement Effective Date”:  the date on which each of the conditions
precedent specified in Section 7.1 shall have been satisfied, which date shall
be no later than June 30, 2007.


“Applicable Exchange Date”:  (a) with respect to any Multicurrency Loan to
be made, the date on which the Eurocurrency Rate therefor is determined for the
initial Interest Period for such Multicurrency Loan, and (b) with respect to any
outstanding Multicurrency Loan, the date on which the Eurocurrency Rate was
determined for the then-current Interest Period with respect to such
Multicurrency Loan.


“Applicable Margin”:  


	
  

  	
   

  	
  Base Rate Loans

  	
   

  	
  Eurocurrency Loans

  	
   

  
	
  Revolving Credit Loans, Multicurrency Loans and
  Swingline Loans

  	
   

  	
  1.50%

  	
   

  	
  2.50%

  	
   

  
	
  Term Loans

  	
   

  	
  1.25%

  	
   

  	
  2.25%

  	
   

  



 


provided
that on and after the first Adjustment Date, the Applicable Margin with respect
to any Revolving Credit Loans, Multicurrency Loans or Swing Line Loans will be
the rate per annum determined for such Type of Loan pursuant to the Pricing
Grid.


“Applicable Period”:  as defined in the Pricing Grid.


“Application”: 
an application, in such form as the relevant Issuing Lender may specify
from time to time, requesting such Issuing Lender to issue a Letter of Credit.


“Approved Fund”:  as defined in Section 12.6(b).


“Arrangers”: 
the collective reference to J.P. Morgan Securities Inc., Credit Suisse
Securities (USA) LLC and Lehman Brothers Inc., in their capacities as joint
lead arrangers and joint bookrunners.



 3
 









“Asset Sale”: 
any Disposition of Property or series of related Dispositions of
Property (excluding any such Disposition permitted by clauses (i) through (vii)
and clauses (x) through (xiv) of Section 9.4(c)) which yields gross proceeds to
Holdings, or any of its Subsidiaries (valued at the initial principal amount
thereof in the case of non-cash proceeds 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.


“Assignee”: 
as defined in Section 12.6(b)(i).


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


“Available Multicurrency Commitment”:  with respect to any Multicurrency Lender at
any time, an amount equal to the excess, if any, of (a) such Lender’s
Multicurrency Commitment then in effect over (b) such Lender’s Multicurrency
Extensions of Credit then outstanding; provided that (i) with respect to
any determination of the Available Multicurrency Commitment hereunder, such
determination shall be based on the Spot Exchange Rate in effect on the
Business Day immediately preceding the date of determination of the Available
Multicurrency Commitment and (ii) with respect to any determination of fees
payable under Section 5.2(b), such determination shall be based on the Spot
Exchange Rate in effect on the Business Day immediately preceding the last
Business Day of the quarter in respect of which such payment is being made.


“Available Revolving Credit Commitment”:  with respect to any Revolving Credit Lender
at any time, an amount equal to the excess, if any, of (a) such Lender’s
Revolving Credit Commitment then in effect over (b) such Lender’s Revolving
Extensions of Credit then outstanding; provided, that in calculating any
Lender’s Revolving Extensions of Credit for the purpose of determining such
Lender’s Available Revolving Credit Commitment pursuant to Section 5.2(a), the
aggregate principal amount of Swing Line Loans then outstanding shall be deemed
to be zero.


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


“Base Capital Expenditure Amount”:  as defined in Section 9.6.


“Base 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 Prime Rate in effect on such
day and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%.  Any change in the Base Rate due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective
as of the opening of business on the effective day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.


“Base Rate Loans”:  Loans for which the applicable rate of
interest is based upon the Base Rate.


“Benefited Lender”:  as defined in Section 12.7(a).



 4
 









“Board”: 
the Board of Governors of the Federal Reserve System of the United
States (or any successor).


“Borrowers”: 
the collective reference to the Primary Borrower and the Foreign Subsidiary
Borrowers.


“Borrowing Date”:  any Business Day specified by a Borrower as a
date on which such Borrower requests the relevant Lenders to make Loans, or
issue Letters of Credit, hereunder.


“Business”: 
as defined in Section 6.17(b).


“Business Day”: 
(a) for all purposes other than as covered by clause (b) below, 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 and (b) with respect to
all notices and determinations in connection with, and payments of principal
and interest on, Eurocurrency Loans, any day which is a Business Day described
in clause (a) and which is also a day for trading by and between banks deposits
in Dollars and euros in the London Interbank Eurocurrency market; provided,
that when such term is used for the purpose of determining the date on which
the Eurocurrency Base Rate is determined under this Agreement for any Loan
denominated in euro for any Interest Period therefor and for purposes of determining
the first and last day of any such Interest Period, references in this
Agreement to Business Days shall be deemed to be references to Target Operating
Days.


“Canadian Subsidiary”:  the collective reference to Parc Six Flags
Montreal, S.E.C., a Quebec limited partnership, and Parc Six Flags Montreal
Inc., a Quebec corporation, the general partner thereof.


“Capital Expenditures”:  for any period, expenditures made in cash by
Holdings or any of its Subsidiaries 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, (B) awards of compensation arising from the taking by eminent
domain or condemnation of assets being replaced, or (C) any Disposition
permitted hereunder, (ii) as part of an Acquisition permitted hereunder,
or (iii) that is equal to all or a portion of the Unused Equity Proceeds
Amount, (c) expenditures that are accounted for as capital
expenditures made in cash by Holdings or any of its Subsidiaries and that
actually are paid for by a Person other than Holdings or any
Subsidiary 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 Holdings and its Subsidiaries.


“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 



 5
 









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.


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


“Collateral”: 
all Property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.


“Commitment”: 
with respect to any Lender, each of the Tranche B Term Loan Commitment,
the Revolving Credit Commitment, the Multicurrency Commitment and the Optional
Term Loan Commitment of such Lender.


“Commitment Fee Rate”:  the rate per annum determined pursuant to the
Pricing Grid.


“Compliance Certificate”:  a certificate duly executed by a Responsible
Officer substantially in the form of Exhibit B.


“Confidential Information Memorandum”:  the Confidential Information Memorandum dated
April 2007 and furnished to the Lenders prior to the Amendment and Restatement Effective
Date.


“Consolidated Current Assets”:  at any date, all amounts (other than cash and
Permitted Investments) that would, in conformity with GAAP, be set forth
opposite the caption “total current assets” (or any like caption) on a
consolidated balance sheet of Holdings and its Subsidiaries at such date.


“Consolidated Current Liabilities”:  at any date, all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of Holdings
and its Subsidiaries at such date, but excluding (a) the current portion of
interest, income taxes or any Funded Debt of Holdings and its Subsidiaries and
(b), without duplication, all Indebtedness consisting of Revolving Credit Loans,
Multicurrency Loans or Swing Line Loans, to the extent otherwise included
therein.


 “Consolidated
Leverage Ratio”:  as at any date, the
ratio of (a) Consolidated Total Debt as at such date to (b) Credit Facility
EBITDA for the period of four consecutive fiscal quarters ending on or most
recently ended prior to such date.


“Consolidated Net Income”:  of any Person for any period, the
consolidated net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided,
that in calculating Consolidated 



 6
 









Net Income of Holdings
and its consolidated Subsidiaries for any period, there shall be excluded
(a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of Holdings or is merged into or consolidated with
Holdings or any of its Subsidiaries or that is accounted for by the equity
method of accounting, (b) the income (or deficit) of any Person (other
than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has
an ownership interest, except to the extent that any such income is actually
received by Holdings or such Subsidiary in the form of dividends or
distributions or other payments, (c) any after-tax effect of extraordinary,
non-recurring or unusual gains or losses (less all fees and expenses relating
thereto) or expenses, severance, relocation costs and curtailments or
modifications to pension and post-retirement employee benefit plans, (d) any
net after-tax gains or losses on disposal of disposed, abandoned or
discontinued operations, (e) any after-tax effect of gains or losses (less all
fees and expenses relating thereto) attributable to asset dispositions or
abandonments or the sale or other disposition of any Capital Stock of any Person
other than in the ordinary course of business, (f) the cumulative effect of a
change in accounting principles and changes as a result of the adoption or
modification of accounting policies during such period, (g) any after-tax
effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii)
obligations under any Hedging Agreement or (iii) other derivative instruments,
(h) the effects of adjustments in the inventory, property and equipment,
software, goodwill, other intangible assets, in-process research and
development, deferred revenue and debt line items in such Person’s consolidated
financial statements pursuant to GAAP resulting from the application of
purchase accounting in relation to any consummated acquisition or the
amortization or write-off of any amounts thereof, net of taxes, and
(i) the undistributed earnings of any Subsidiary of Holdings to the extent
that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any Contractual
Obligation (other than under any Loan Document) or Requirement of Law
applicable to such Subsidiary.


“Consolidated
Senior Secured Debt”:  as at the last
day of any fiscal quarter, the sum of (a) the aggregate outstanding principal amount
of all Indebtedness (other than Revolver Indebtedness and the undrawn portion
of any outstanding letters of credit) of Holdings and its Subsidiaries that is
secured and that would, in conformity with GAAP, be set forth on the balance
sheet of Holdings and its Subsidiaries on such date (determined on a
consolidated basis without duplication in accordance with GAAP) plus (b)
the average of the amounts of Revolver Indebtedness outstanding on such last
day and on the last day of each of the three immediately preceding fiscal
quarters; provided that, for purposes of determining Revolver
Indebtedness for the fiscal quarters ending June 30, 2007, September 30, 2007
and December 31, 2007, the average amounts of Revolver Indebtedness pursuant to
clause (b) above shall be calculated after giving pro  forma
effect to the incurrence of the Tranche B Term Loans and the application of a
portion of the proceeds thereof to repay Revolver Indebtedness (as if such
Tranche B Term Loans had been made, and such Revolver Indebtedness had been
repaid, on the first day of such period).


“Consolidated
Senior Secured Leverage Ratio”:  as
at any date, the ratio of (a) Consolidated Senior Secured Debt as at such date
to (b) Credit Facility EBITDA for the 



 7
 









period
of four consecutive fiscal quarters ending on or most recently ended prior to
such date.


“Consolidated
Total Debt”:  as at the last day of
any fiscal quarter, the sum of (a) the aggregate outstanding principal amount
of all Indebtedness (other than Revolver Indebtedness and the undrawn portion
of any outstanding letters of credit) of Holdings and its Subsidiaries that
would, in conformity with GAAP, be set forth on the balance sheet of Holdings
and its Subsidiaries on such date (determined on a consolidated basis without
duplication in accordance with GAAP) plus (b) the average of the amounts of
Revolver Indebtedness outstanding on such last day and on the last day of each
of the three immediately preceding fiscal quarters; provided that, for
purposes of determining Revolver Indebtedness for the fiscal quarters ending
June 30, 2007, September 30, 2007 and December 31, 2007, the average amounts of
Revolver Indebtedness pursuant to clause (b) above shall be calculated after
giving pro  forma effect to the incurrence of the Tranche B Term
Loans and the application of a portion of the proceeds thereof to repay
Revolver Indebtedness (as if such Tranche B Term Loans had been made, and such
Revolver Indebtedness had been repaid, on the first day of such period).


 “Consolidated
Working Capital”:  at any date, the
difference of (a) Consolidated Current Assets on such date less (b)
Consolidated Current Liabilities on such date.


“Continuing Tranche B
Term Loan Lender”:  any Lender that
holds an Existing Tranche B Term Loan prior to the Amendment and
Restatement Effective Date and a
Tranche B Term Loan from and after the Amendment and Restatement
Effective Date.  Any Continuing Tranche B Term Loan Lender
shall be deemed to be a Tranche B Term Loan Lender from and after the Amendment
and Restatement Effective Date.


“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.


“Control Investment Affiliate”:  as to any Person, any other Person that (a)
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person and (b) is organized by such Person primarily for the
purpose of making equity or debt investments in one or more companies.  For purposes of this definition, “control” of
a Person means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.


“Current Interest Period”:  as defined in Section 2.2(b).


“Converted Term Loan”:  as defined in Section 2.1(b).


“Credit Facility EBITDA”:  for any period, the sum, for Holdings and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following, in each case determined before
interest income or expense and extraordinary, nonrecurring or unusual items
(and excluding all barter and trade transactions):  (a) operating income (or loss) for such
period ((i) excluding any gains or 



 8
 









losses for such period
attributable to the Disposition of any property or assets of Holdings or any of
its Subsidiaries, including any Capital Stock of any Person other than in the
ordinary course of business, (ii) excluding any earnings or charges for such
period resulting from the write-up or write-down of any property or assets of
Holdings or any of its Subsidiaries, (iii) excluding any other non-cash
charges, including any write-offs or write-downs reducing operating income for
such period (provided that if any such non-cash charges represent an
accrual or reserve for potential cash items in any future period, the cash
payment in respect thereof in such future period shall be subtracted from
Credit Facility EBITDA to such extent, and excluding amortization of a prepaid
cash item that was paid in a prior period and that reduced Credit Facility
EBITDA in such prior period), (iv) excluding any expenses or charges (other
than depreciation or amortization expense) related to any equity offering,
Investment, acquisition, disposition, or recapitalization permitted hereunder
or the incurrence of Indebtedness permitted to be incurred hereunder (including
a refinancing thereof) (whether or not successful), including (A) such fees,
expenses or charges related to this Agreement and (B) any amendment or other
modification of such Indebtedness and, in each case, deducted (and not added
back) in computing operating income (in each case, including any such
transaction consummated prior to the Amendment and Restatement Effective Date),
(v) excluding the effects of adjustments in the inventory, property and
equipment, software, goodwill, other intangible assets, in-process research and
development, deferred revenue and debt line items in such Person’s consolidated
financial statements pursuant to GAAP resulting from the application of
purchase accounting in relation to any consummated acquisition or the
amortization or write-off of any amounts thereof, net of taxes, (vi) excluding
any non-cash compensation charge or expense, including any such charge arising
from the grants of stock appreciation or similar rights, stock options,
restricted stock or other rights, (vii) excluding an amount equal to the
percentage interest of Holdings and any Subsidiary of Holdings in the EBITDA
(determined in accordance with this definition) of any Person in which Holdings
or such Subsidiary has an Investment accounted for under the equity method
unless, at the time of such calculation, Holdings or such Subsidiary is
contractually entitled to receive a distribution thereof and such cash is then
available for distribution to Holdings or such Subsidiary and (viii) excluding:
(A) any net unrealized gain or loss (after any offset) resulting in such period
from obligations under any Hedging Agreement and the application of Statement
of Financial Accounting Standards No. 133 and (B) any net unrealized gain or
loss (after any offset) resulting in such period from currency translation
gains or losses including those (x) related to currency remeasurements of
Indebtedness and (y) resulting from Hedging Agreements for currency exchange
risk (provided that the cash costs of any such Hedging Agreements or
currency remeasurements in such period shall be subtracted from Credit Facility
EBITDA) plus (b) cash received for such period from investments of
Holdings or any of its Subsidiaries in partnerships or any Person for which the
investment is accounted for by the equity method), plus (c)
depreciation, amortization and other non-cash charges (to the extent deducted
in determining operating income, provided that with respect to any such
non-cash charge that constitutes an accrual of or a reserve for cash charges
for any future period, the cash payment in respect thereof in such future
period shall be subtracted from Credit Facility EBITDA) for such period.  Notwithstanding the foregoing, if during any
period for which Credit Facility EBITDA is being determined 



 9
 









Holdings and its
Subsidiaries shall have consummated any Acquisition or Disposition then, for
all purposes of this Agreement, Credit Facility EBITDA shall be determined on a
pro forma basis as if such Acquisition or Disposition had been made or
consummated on the first day of such period. 
The parties hereby agree that the Credit Facility EBITDA for the fiscal
quarter ending (a) June 30, 2006 was $51,306,000, (b) September 30, 2006 was
$202,513,000, (c) December 31, 2006 was $(6,297,000) and (d) March 31, 2007 was
$(58,386,000).


“C$”: 
lawful currency of Canada.


“Declined Proceeds”:  as defined in Section 5.11(d).


“Default”: 
any of the events specified in Section 10, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


“Delivery Date”:  as defined in Section 8.4.


“Disposition”: 
with respect to any Property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose”
and “Disposed of” shall have correlative meanings.


“Disposition Investment”:  with respect to any Disposition, any
promissory notes or other evidences of indebtedness or Investments received by
Holdings or any of its Subsidiaries in connection with such Disposition.


“Dollar Equivalent Amount”:  on any date of determination thereof, with
respect to the principal amount of any Multicurrency Loan denominated in euro,
the amount of Dollars that may be purchased with such amount of euro at the
Spot Exchange Rate on the Applicable Exchange Date.


“Dollars” and “$”:  lawful currency of the United States of America.


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


“EMU”: 
Economic and Monetary Union as contemplated in the Treaty on European
Union.


“EMU Legislation”:  legislative measures of the European Union
for the introduction of, changeover to or operation of the euro in one or more
member states.


“Environmental Claim”:  with respect to any Person, any written
notice, claim, demand or other communication (collectively, a “claim”)
by any other Person alleging or asserting such Person’s liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or Release into
the environment, of any Hazardous Material at any location, whether or not
owned by such Person, or (b) circumstances forming the basis of any violation,
or alleged violation, of 



 10
 









any Environmental
Law.  The term “Environmental Claim”
shall include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment,
as a result of any of the foregoing.


“Environmental Laws”:  any and all present and future Federal,
state, local and foreign laws, rules or regulations, and any orders or decrees,
in each case as now or hereafter in effect, relating to the regulation or
protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.


“Environmental Permits”:  any and all permits, licenses, approvals,
registrations, notifications, exemptions and other authorizations required
under any Environmental Law.


“ERISA”: 
the Employee Retirement Income Security Act of 1974, as amended from
time to time.


“ERISA Affiliate”:  any corporation or trade or business that is
a member of any group of organizations (a) described in Section 414(b) or (c)
of the Code of which Parent is a member and (b) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, described in Section 414(m) or (o) of the Code of which Parent is
a member.


“ERISA Event”: 
any of the following events or conditions:


(a)          any Reportable Event and any request for a waiver under Section 412(d)
of the Code for any Plan;


(b)         the distribution under Section 4041 of ERISA of a notice of intent to
terminate any Plan or any action taken by Parent or an ERISA Affiliate to
terminate any Plan, or the incurrence by Parent or an ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Single
Employer Plan;


(c)          the institution by the PBGC of proceedings under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any
Single Employer Plan, or the receipt by Parent or any ERISA Affiliate of a
notice from a Multiemployer Plan that such action has been taken by the PBGC
with respect to such Multiemployer Plan;



 11
 









(d)         the complete or partial withdrawal from a Multiemployer Plan by Parent
or any ERISA Affiliate that results in any Withdrawal Liability (including the
obligation to satisfy secondary liability as a result of a purchaser default)
or the receipt by Parent or any ERISA Affiliate of notice from a Multiemployer
Plan that it is, or is expected to be, in reorganization, insolvent or in
endangered or critical status, within the meaning of Section 432 of the Code or
Section 305 or Title IV of ERISA or that it intends to terminate or has
terminated under Section 4041-A of ERISA;


(e)          the institution of a proceeding by a fiduciary of any Multiemployer
Plan against Parent or any ERISA Affiliate to enforce Section 515 of ERISA,
which proceeding is not dismissed within 60 days;


(f)            the adoption of an amendment to any Plan
that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would
result in the loss of tax-exempt status of the trust of which such Plan is a
part if Parent or an ERISA Affiliate fails to timely provide security to the
Plan in accordance with the provisions of such Sections; or


(g)          a determination that any Single Employer Plan is, or is expected to
be, in “at risk” status (within the meaning of Title IV of ERISA).


“euro” and “€”:  the single currency of the EMU as constituted
by the Treaty on European Union and as referred to in EMU Legislation.


“euro unit”: 
the currency unit of the euro as defined in the EMU Legislation.


“Eurocurrency Base Rate”:  with respect to each day during each Interest
Period pertaining to a Eurocurrency Loan, the rate per annum determined on the
basis of the rate for deposits in the currency of such Loan for a period equal
to such Interest Period commencing on the first day of such Interest Period appearing
on the applicable page of the Telerate screen as of 11:00 A.M., London time,
two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear
on the Telerate screen, the “Eurocurrency Base Rate” for purposes of this
definition shall be determined by reference to such other comparable publicly
available service for displaying eurocurrency rates as may be selected by the
Administrative Agent or, in the absence of such availability, by reference to
the rate at which the Administrative Agent is offered deposits in the currency
of such Loan at or about 11:00 AM, New York City time (or, if such Loan is
denominated in euros, London time), two Business Days prior to the beginning of
such Interest Period in the interbank eurocurrency market where its
eurocurrency and foreign currency and exchange operations are then being
conducted for delivery on the first day of such Interest Period for the number
of days comprised therein.


“Eurocurrency Loans”:  Loans under any Facility for which the
applicable rate of interest is based upon the Eurocurrency Rate.


“Eurocurrency Rate”:  with respect to each day during each Interest
Period, a rate per annum determined for such day in accordance with the
following formula (rounded upward to the nearest 1/100th of 1%):



 12
 









 




	
  Eurocurrency Base Rate

  
	
  1.00 - Eurocurrency Reserve Requirements

  






 


“Eurocurrency Reserve Requirements”:  for any day, as applied to a Eurocurrency
Loan, the aggregate (without duplication) of the maximum rates (expressed as a
decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves) under
any regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.


“Eurocurrency Tranche”:  the collective reference to Eurocurrency
Loans of the same currency under any Facility, the then current Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Loans shall originally have been made on the
same day).


“Event of Default”:  any of the events specified in Section 10, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.


“Excess Cash Flow”:  for any fiscal year of Holdings, the
difference, if any, of (a) the sum, without duplication, of (i) Consolidated
Net Income for such fiscal year, (ii) the amount of all non-cash charges
(including depreciation and amortization) deducted in arriving at such
Consolidated Net Income, (iii) the amount of the decrease, if any, in
Consolidated Working Capital for such fiscal year (other than any decrease
arising from acquisitions by Holdings or its Subsidiaries completed during such
period or the application of purchase accounting), (iv) the aggregate net
amount of  non-cash loss on the
Disposition of Property by Holdings and its Subsidiaries during such fiscal
year (other than Dispositions in the ordinary course of business), to the
extent deducted in arriving at such Consolidated Net Income and (v) the net
increase during such fiscal year (if any) in deferred tax accounts of Holdings minus
(b) the sum, without duplication, of (i) the amount of all non-cash credits
included in arriving at such Consolidated Net Income and cash charges included
in clauses (a) through (g) in the definition of “Consolidated Net Income”, (ii)
the aggregate amount actually paid by Holdings and its Subsidiaries in cash
during such fiscal year on account of Capital Expenditures and cash acquisitions
of intellectual property (minus the principal amount of Indebtedness incurred
in connection with such expenditures, and excluding any such expenditures
financed with the proceeds of any Reinvestment Deferred Amount and any such
expenditures financed with the Unused Equity Proceeds Amount), (iii) the
aggregate amount of all prepayments or repayments of Revolving Credit Loans,
Swing Line Loans and Multicurrency Loans during such fiscal year to the extent
accompanying permanent reductions (to the extent not replaced) of the Revolving
Credit Commitments or Multicurrency Commitments, as the case may be, and all
optional prepayments of the Tranche B Term Loans and other Funded Debt during
such fiscal year, (iv) the aggregate amount of all regularly scheduled
principal payments of Funded Debt (including, without limitation, the Tranche B
Term Loans) of Holdings and its Subsidiaries made during such fiscal year
(other than in respect of any revolving credit facility to the extent there is
not an equivalent permanent 



 13
 









reduction in commitments
thereunder), (v) the amount of the increase, if any, in Consolidated Working
Capital for such fiscal year (other than any increase arising from acquisitions
by Holdings or its Subsidiaries completed during such period or the application
of purchase accounting), (vi) the aggregate net amount of  non-cash gain on the Disposition of Property
by Holdings and its Subsidiaries during such fiscal year (other than
Dispositions in the ordinary course of business), to the extent included in
arriving at such Consolidated Net Income, (vii) the net decrease during such
fiscal year (if any) in deferred tax accounts of Holdings, (viii) the aggregate
amount of Restricted Payments made in cash during such fiscal year (to the
extent permitted under Section 9.5), (ix) the aggregate amount of Investments
made in cash during such fiscal year (to the extent permitted under Section
9.7) except to the extent such Investments are financed with (A) the Unused
Equity Proceeds Amount, (B) the proceeds of any Indebtedness of Holdings or any
Subsidiary or (C) the proceeds of any Reinvestment Deferred Amount, (x) the
aggregate amount of expenditures actually made by Holdings and its Subsidiaries
in cash during such period (including expenditures for the payment of financing
fees) to the extent that such expenditures are not expensed during such period
(with such expenditures to be excluded in the fiscal period when they are
expensed), and (xi) the amount of cash taxes paid or tax reserves set aside or
payable (without duplication) in such period to the extent they exceed the
amount of tax expense deducted in determining Consolidated Net Income for such
period.


“Excess Cash Flow Application Date”:  as defined in Section 5.5(c).


“Excluded Foreign Subsidiaries”:  any Foreign Subsidiary in respect of which
either (a) the pledge of all of the Capital Stock of, or any Property of, such
Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of Holdings, result in adverse
tax consequences to Holdings or Parent. 
Any Subsidiary that Guarantees Indebtedness under any Indenture shall
not be an Excluded Foreign Subsidiary.


“Existing Credit Agreement”:  as defined in the recitals hereto.


“Existing Issuing Lender”:  each issuer of an Existing Letter of Credit.


“Existing Letters of Credit”:  the letters of credit described on Annex B.


“Existing Parks”:  as defined in Section 6.22.


 “Existing Tranche B Term Loans”:  the term loans made or converted on the Seventh
Amendment Effective Date pursuant to Section 2.1 of the Existing Credit
Agreement.  As of the Amendment and
Restatement Effective Date, after giving effect to the transactions under this
Agreement consummated on the Amendment and Restatement Effective Date, the
aggregate outstanding principal amount of Existing Tranche B Term Loans is $0.


 “Facility”:  each of (a) the Tranche B Term Loan
Commitments and the Tranche B Term Loans made thereunder (the “Tranche B
Term Loan Facility”), (b) the Revolving Credit Commitments and the
extensions of credit made thereunder (the “Revolving 



 14
 









Credit Facility”),
(c) the Multicurrency Commitments and the extensions of credit made thereunder
(the “Multicurrency Facility”) and (d) the Optional Term Loan
Commitments, if any, and the Optional Term Loans made thereunder (the “Optional
Term Loan Facility”).


“Federal Funds
Effective Rate”:  for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for the day of such transactions received
by JPMorgan Chase Bank, N.A. from three federal funds brokers of recognized
standing selected by it.


“Fixed-to-Floating Swap”:  as defined in Section 9.15.


“Foreign Security Documents”:  the collective reference to all security
documents hereafter delivered to the Administrative Agent granting a Lien on
any Property of any Person that becomes a Foreign Subsidiary Borrower (or any
Guarantor thereof) after the Amendment and Restatement Effective Date to secure
the Obligations of any Foreign Subsidiary Borrower (or of any Guarantor
thereof) under any Loan Document, as the same may be amended, supplemented or
otherwise modified from time to time.


“Foreign Subsidiary”:  any Subsidiary of Holdings or Parent, as
applicable, that is not a Domestic Subsidiary.


“Foreign Subsidiary Borrower”:  any Foreign Subsidiary of Holdings that is or
becomes a Foreign Subsidiary Borrower on or prior to the Amendment and
Restatement Effective Date, or after the Amendment and Restatement Effective
Date pursuant to Section 12.1(b).


“Foreign Subsidiary Opinion”:  with respect to any Person that becomes a
Foreign Subsidiary Borrower after the Amendment and Restatement Effective Date,
a legal opinion of counsel to such Foreign Subsidiary Borrower addressed to the
Administrative Agent and the Lenders concluding that such Foreign Subsidiary
Borrower and the Loan Documents to which it is a party substantially comply
with the matters listed on Exhibit L, with such assumptions, qualifications and
deviations therefrom as the Administrative Agent shall approve (such approval
not to be unreasonably withheld).


“Funded Debt”: 
with respect to any Person at any date of determination, all
Indebtedness of such Person of the types described in clauses (a) through (e)
of the definition of “Indebtedness” in this Section that matures more than one
year from such date of determination.


“Funding Office”:  with respect to Loans in any currency, the
office specified from time to time by the Administrative Agent as its funding
office for such currency by notice to Holdings and the Lenders.



 15
 









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


“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 Holdings and its
Subsidiaries.


“Governmental Incentives”:  the benefits afforded or available through
any economic incentive program sponsored, offered, or otherwise provided by a
Governmental Authority in connection with the development, redevelopment or
other improvement of a Park in the ordinary course of business.


“Great Escape Agreements”:  collectively, (a) that certain Amended and
Restated Operating Agreement of HWP Development LLC dated as of December 30,
2004 among Great Escape Theme Park 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
Led Duke, and Aquatic Development Group Inc., BBL Construction Services, LLC
and Kubricky Construction Corp. (as may, subject to Section 9.13, be modified,
amended, restated and/or substituted), (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 indorsement, a contingent agreement to purchase or to
furnish funds for the payment or maintenance of, or otherwise to be or become
contingently liable under or with respect to, the Indebtedness, other
obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor’s
obligations or an agreement to assure a creditor against loss, and including,
without limitation, causing a bank or other financial institution to issue a
letter of credit or other similar instrument for the benefit of another Person,
but excluding endorsements for collection or deposit in the ordinary course of
business. The terms “Guarantee” and “Guaranteed” used as verbs have the
correlative meanings.


“Guarantee and Collateral Agreement”:  the Amended and Restated Guarantee and
Collateral Agreement to be executed and delivered by Holdings, the Primary
Borrower and each Subsidiary Guarantor in favor of the Administrative Agent,
substantially in the form of Exhibit A as the same may be amended, supplemented
or otherwise modified from time to time.



 16
 









“Guarantors”: 
the collective reference to Holdings, the Primary Borrower (in its
capacity as a guarantor) and the Subsidiary Guarantors.


“Hazardous Material”:  any chemical or other material or substance
which is now or hereafter prohibited, limited or otherwise regulated in any way
under any Environmental Law.


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


“Holdings”: 
as defined in the preamble hereto.


“Inactive Subsidiary”:  any Subsidiary of Holdings or Parent, as
applicable, 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
under any Indenture.


“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 of the (i) Revolving Facilities
Termination Date, (ii) maturity date of the Tranche B Term Loans and (iii)
maturity date of any Optional Term Loans, and (g) Indebtedness of others
Guaranteed by such Person; provided, however, that the provision
by Holdings or any of its Subsidiaries of covenants, Guarantees and indemnities
that are customary for non-



 17
 









recourse financings (as
determined by Holdings in good faith) with respect to Indebtedness incurred by
a Person that is not a Subsidiary of Holdings and that is otherwise
non-recourse to Holdings 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.  Anything herein to the contrary
notwithstanding, the following shall not constitute Indebtedness: (i)
obligations under Hedging Agreements, (ii) obligations with respect to the
payment of taxes, fees, costs and expenses, Capital Expenditures and other
payments required to be made pursuant to the Marine World Agreements, (iii)
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, (iv) obligations under the Subordinated Indemnity Agreement or
the Partnership Parks Agreements; provided, that obligations described
in the foregoing clause (iv) shall constitute Indebtedness for purposes of
Section 10(e) and (v) obligations in respect of any Subordinated Parent
Advances.


“Indemnified Liabilities”:  as defined in Section 12.5.


“Indemnitee”: 
as defined in Section 12.5.


“Indentures”: 
collectively, (a) the Parent Indentures and (b) any other indenture
pursuant to which Indebtedness of Parent, Holdings or the Primary Borrower may
be outstanding at any time, in each case as amended as permitted by this
Agreement.


“Insolvency”: 
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.


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


“Interest Payment Date”:  (a) as to any Base Rate Loan, the last day of
each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any
Eurocurrency Loan having an Interest Period of three months or shorter, the
last day of such Interest Period, (c) as to any 



 18
 









Eurocurrency Loan having
an Interest Period longer than three months, each day that is three months, or
a whole multiple thereof, after the first day of such Interest Period and the
last day of such Interest Period and (d) as to any Loan (other than any
Revolving Credit Loan or Multicurrency Loan that is a Base Rate Loan and any
Swing Line Loan), the date of any repayment or prepayment made in respect
thereof.


“Interest Period”:  as to any Eurocurrency Loan, (a) initially,
the period commencing on the borrowing or conversion date, as the case may be,
with respect to such Eurocurrency Loan and ending one, two, three or six months
(or, to the extent available to all applicable Lenders, nine or twelve months)
thereafter, as selected by the relevant Borrower in its notice of borrowing or
notice of conversion, as the case may be, given with respect thereto; and (b)
thereafter, each period commencing on the last day of the next preceding
Interest Period applicable to such Eurocurrency Loan and ending one, two, three
or six months (or, to the extent available to all applicable Lenders, nine or
twelve months) thereafter, as selected by the relevant Borrower by irrevocable
notice to the Administrative Agent not less than three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject
to the following:


(i)                                     if any Interest Period would otherwise end on
a day that is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month in which event such
Interest Period shall end on the immediately preceding Business Day;


(ii)                                  any Interest Period that would otherwise
extend beyond the  Revolving Facilities
Termination Date or beyond the date final payment is due on the Tranche B Term
Loans or the Optional Term Loans, as the case may be, shall end on the
Revolving Facilities Termination Date or such due date, as applicable; and


(iii)                               any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period.


“Investment”: 
for any Person: (a) the acquisition (whether for cash, Property,
services or securities or otherwise) of capital stock, bonds, notes,
debentures, partnership or other ownership interests or other securities of any
other Person or any agreement to make any such acquisition (including, without
limitation, any “short sale” or any sale of any securities at a time when such
securities are not owned by the Person entering into such sale); (b) the making
of any deposit with, or advance, loan or other extension of credit to, any
other Person (including the purchase of Property from another Person subject to
an understanding or agreement, contingent or otherwise, to resell such Property
to such Person), but excluding any such advance, loan or extension of credit
having a stated term not exceeding 360 days arising in connection with the sale
of inventory, supplies or patron services by such Person in the ordinary course
of business, and 



 19
 









excluding also any
deposit made by such Person in the ordinary course of business of such Person
or as an advance payment in respect of a Capital Expenditure (to the extent the
making of such Capital Expenditure will not result in a violation of any of the
provisions of Section 9.6); (c) the entering into of any Guarantee of, or other
contingent obligation with respect to, Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person, other than any Guarantee under the Partnership
Parks Agreements or the Subordinated Indemnity Agreement; provided, however,
that the provision by Holdings or any of its Subsidiaries of covenants,
Guarantees and indemnities that are customary for non-recourse financings (as
determined by Holdings in good faith) with respect to Indebtedness incurred by
a Person that is not a Subsidiary of Holdings and that is otherwise
non-recourse to Holdings and its Subsidiaries shall not be deemed an
Investment; or (d) the entering into of any Hedging Agreement.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.


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


“Issuing Lender”:  the Existing Issuing Lender, JPMorgan Chase
Bank, N.A., and any other Revolving Credit Lender from time to time designated
by the Primary Borrower as an Issuing Lender with the consent of such Revolving
Credit Lender and the Administrative Agent, or any of their respective
affiliates, in each case in its capacity as issuer of any Letter of Credit.


“Joinder Agreement”:  each Joinder Agreement, substantially in the
form of Exhibit K, entered into pursuant to Section 12.1(b).


“L/C Commitment”:  $60,000,000.


“L/C Fee Payment Date”:  the last day of each March, June, September
and December and the last day of the Revolving Facilities Commitment Period.


“L/C Obligations”:  at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then outstanding
Letters of Credit and (b) the aggregate amount of drawings under Letters of
Credit that have not then been reimbursed pursuant to Section 4.5.


“L/C Participants”:  with respect to any Letter of Credit, the
collective reference to all the Revolving Credit Lenders other than the Issuing
Lender that issued such Letter of Credit.


“Lender Addendum”:  with respect to any Lender, a Lender
Addendum, substantially in the form of Exhibit J, to be executed and delivered
by such Lender on the Amendment and Restatement Effective Date as provided in
Section 12.18 or on the effective date of any Optional Increase Amendment as
provided in Section 5.18(d).



 20















“Lenders”:  as defined in the preamble hereto.


“Letters of Credit”:  as defined in Section 4.1.


“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”:  the sum of (a) unrestricted cash and
Permitted Investments held by Holdings and its Subsidiaries, (b) the Available
Revolving Credit Commitments on such date (with satisfaction of the applicable
conditions precedent to Revolving Extensions of Credit to be tested as of such
date) and (c) the Available Multicurrency Commitments on such date (with
satisfaction of the applicable conditions precedent to Multicurrency Extensions
of Credit to be tested as of such date).


“Loan”:  any loan made by any Lender pursuant to this
Agreement.


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


“Loan Parties”:  Holdings, the Borrowers and each Subsidiary
of Holdings that is a party to a Loan Document and, from and after the date
that Parent becomes a party to the Guarantee and Collateral Agreement, Parent.


“Majority Revolving
Facilities Lenders”:  the holders of
more than 50% of the sum of (i) the Total Revolving Credit Commitments then in
effect or, if the Revolving Credit Commitments have been terminated, the Total
Revolving Extensions of Credit then outstanding and (ii) the Total
Multicurrency Commitments then in effect or, if the Multicurrency Commitments
have been terminated, the Total Multicurrency Extensions of Credit then
outstanding.


“Majority Term Lenders”:  the holders of more than 50% of the aggregate
unpaid principal amount of the Tranche B Term Loans and any Optional Term
Loans.


“Margin Stock”:  “margin stock” within the meaning of
Regulations T, U and X of the Board.


“Marine World”:  as defined in the definition of “Marine World
Agreements” in this Section 1.1.


“Marine World
Agreements”:  collectively, (a) the
Parcel Lease dated as of November 7, 1997 between the Marine World Joint Powers
Authority (“Marine World”), as landlord, and Park Management Corp. (“Tenant”),
as tenant, a Memorandum of which was recorded in the Solano County Recorder’s
Office on November 10, 1997 in the Official Records at Series No. 97-76697, as
amended by Amendment to Parcel Lease, 



 21
 









dated as of May
18, 1999, between Marine World and Tenant, a Memorandum of which was recorded
in the Solano County Recorder’s Office on January 7, 2000 in the Official
Records at Series No. 2000-2096, and by Second Amendment to Parcel Lease dated
as of February 1, 2000, a Memorandum of which was recorded in the Solano County
Recorder’s Office on March 27, 2000 in the Official Records at Series No.
2000-23416, and as is being further amended by Third Amendment to Parcel Lease;
(b) Reciprocal Easement Agreement dated as of November 7, 1997 between Marine
World and Tenant, recorded November 10, 1997 in the Official Records at Series
No. 97-76698; (c) Revenue Sharing Agreement dated as of November 7, 1997 by and
among Marine World, Tenant and the Redevelopment Agency of the City of Vallejo
(“Agency”), as modified or amended by Delegation and Assumption of
Obligations Under Revenue Sharing Agreement dated November 7, 1997 and
Amendment No. 1 to Revenue Sharing Agreement dated as of January 16, 2003; (d)
Amended and Restated 1997 Management Agreement Relating to Marine World entered
into as of December 19, 2001 between Marine World and Tenant, as amended by
2005 Amendment to Amended and Restated 1997 Management Agreement Relating to
Marine World dated as of March 15, 2005; (e) Cash Flow Management Agreement
dated as of January 1, 1993, as modified by Fifth Supplement to Cash Flow
Management Agreement dated as of November 1, 1997; (f) Amended and Restated
Purchase Option Agreement dated as of 
April 21, 2005, with Memorandum of Purchase Option Agreement, recorded
in the Official Records of Solano County on July 20, 2005 as Document #200500107582;
(g) Development Agreement dated as of April 21, 2005, with the Conditions of
Approval from Conditional Use Permit No. 04-0011, recorded in the Official
Records of Solano County on June 23, 2005 as Document #200500093467; (h) 1997
Site Lease Relating to Marine World dated as of January 1, 1997 by and between
City of Vallejo (the “City”), as Lessor, and Marine World, as Lessee,
recorded on January 30, 1997 in the Official Records at Series No. 97-5759; (i)
1997 Lease Agreement Relating to Marine World dated as of January 1, 1997 by
and between Marine World, as Lessor, and the City, as Lessee, a Memorandum of
which was recorded on January 30, 1997 in the Official Records at Series No.
97-5760, as modified by 1997 First Assignment dated as of January 1, 1997,
recorded January 30, 1997 in the Official Records at Series No. 97-5761, 1997
Second Assignment dated as of January 1, 1997, recorded on January 30, 1997 in
the Official Records at Series No. 97-5763, 1997 Third Assignment dated as of
January 1, 1997, recorded on January 30, 1997 in the Official Records at Series
No. 97-5765, First Amendment dated as of December 1, 1999 and Second Amendment
dated as of February 1, 2000; (j) 1997 First Sublease Agreement Relating to
Marine World dated as of January 1, 1997 by and between the City, as Lessor,
and the Agency, as Lessee, with Memorandum thereof recorded January 30,1997 in
the Official Records at Series No. 97-5762, as modified by First Amendment
dated as of December 1, 1999 and Second Amendment dated as of February 1, 2000;
and (k) 1997 Second Sublease Agreement Relating to Marine World by and between
the Agency, as Lessor, and Marine World, as Lessee dated as of January 1, 1997,
with Memorandum thereof recorded January 30, 1997 in the Official Records at
Series No. 97-5764, First Amendment dated as of December 1, 1999 and Second
Amendment dated as of February 1, 2000, as any or all of the foregoing has
been, or may be, amended, modified, restated and/or assigned, subject to
Section 9.13.



 22
 









“Marine World
Contributed Capital Expenditures”: 
Capital Expenditures made by Holdings consisting of items which are
useful to the business of Marine World, and are, concurrently with the purchase
thereof, contributed by Holdings to Marine World.


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


“Materials of
Environmental Concern”:  any gasoline
or petroleum (including crude oil or any fraction thereof) or petroleum
products or any hazardous or toxic substances, materials or wastes, defined or
regulated as such in or under any Environmental Law, including asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.


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


“Mortgage Amendment”:  as defined in the definition of “Mortgages”.


“Mortgage Assignments”:  as defined in Section 7.1(a).


“Mortgaged Properties”:  the Real Properties listed on Schedule
1.1(a), as to which the Administrative Agent for the benefit of the Lenders has
been granted a Lien pursuant to the Mortgages.


“Mortgages”:  each of the mortgages and deeds of trust
encumbering the Mortgaged Properties made by the Loan Party party thereto in
favor of, or for the benefit of, the Administrative Agent (or its predecessor
under the Existing Credit Agreement) for the benefit of the Lenders, as has
been amended and are amended by the amendments thereto (or amendments and
restatements thereof) delivered on the Amendment and Restatement Effective Date
(collectively, the “Mortgage Amendments”), substantially in the form of
Exhibit D-1 (with such changes thereto as shall be reasonably advisable under
the law of the jurisdiction in which each such Mortgage Amendment is to be
recorded), together with any other mortgages and deeds of trust made by any Loan
Party in accordance with Section 8.6(b) in favor of, or for the benefit of, the
Administrative Agent for the benefit of the Lenders, substantially in the form
of Exhibit D-2 (with such changes thereto as shall be reasonably advisable
under the law of the jurisdiction in which such mortgage or deed of trust is to
be recorded), in each case as the same may be amended, supplemented,
substituted or otherwise modified from time to time.


“Multicurrency
Commitment”:  as to any Lender, the
obligation of such Lender, if any, to make Multicurrency Loans, in an aggregate
principal amount not to exceed the amount set forth under the heading “Multicurrency
Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. 



 23
 









The aggregate
amount of the Total Multicurrency Commitments on the Amendment and Restatement
Effective Date is $85,000,000.


“Multicurrency
Extensions of Credit”:  as to any
Multicurrency Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Multicurrency Loans denominated in Dollars
made by such Lender then outstanding and (b) the Dollar Equivalent Amount of
all Multicurrency Loans denominated in euro made by such Lender then
outstanding.


“Multicurrency
Facility”:  as defined in the
definition of “Facility” in this Section 1.1.


“Multicurrency Lender”:  each Lender that has a Multicurrency
Commitment or that is the holder of Multicurrency Loans.


“Multicurrency Loans”:  as defined in Section 3.5.


“Multicurrency
Percentage”:  as to any Multicurrency
Lender at any time, the percentage which such Lender’s Multicurrency Commitment
then constitutes of the Total Multicurrency Commitments (or, at any time after
the Multicurrency Commitments shall have expired or terminated, the percentage
which the aggregate amount of such Lender’s Multicurrency Extensions of Credit
then outstanding constitutes of the amount of the Total Multicurrency
Extensions of Credit then outstanding).


“Multicurrency
Sublimit”:  with respect to all
Foreign Subsidiary Borrowers organized under the laws of Mexico, an aggregate
amount of $40,000,000.


“Multiemployer Plan”:  a Plan that is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which contributions have been made by
Parent or any ERISA Affiliate and that is covered by Title IV of ERISA.


“Net Cash Proceeds”:  (a)  in
connection with any Asset Sale or any Recovery Event, the proceeds thereof
received by Holdings or any Subsidiary in the form of cash and Permitted
Investments (including 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 (other than any Lien pursuant to a Security Document) 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 Holdings or any of its 



 24
 









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, 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.


“New Lender”:  as defined in Section 5.18(e).


“New York Collateral”:
as defined in Section 12.7(a).


“Non-Excluded Taxes”:  as defined in Section 5.13.


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


“Non-U.S. Lender”:  as defined in Section 5.13(d).


“Note”:  any promissory note evidencing any Loan.


“Not Otherwise Applied”:  with reference to any amount of Net Cash
Proceeds of any transaction or event or of the Excess Cash Proceeds that are
proposed to be applied to a particular use or transaction, that such amount (a)
was not required to be applied to prepay the Loans pursuant to Section 5.5 and
(b) has not previously been (and is not simultaneously being) applied to
anything other than that such particular use or transaction.


“Obligations”:  the unpaid principal of and interest on
(including, without limitation, interest accruing after the maturity of the
Loans and Reimbursement Obligations 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,
the Reimbursement Obligations and all other obligations and liabilities of any
Borrower to the Administrative Agent or to any Lender (or, in the case of
Specified Hedge Agreements, any affiliate of any Lender or any Person that was
a Lender or an affiliate of a Lender at the time of entry into a Specified
Hedge Agreement), 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 Agreement, any other Loan Document, the Letters
of Credit, any Specified Hedge Agreement 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, all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by any Borrower pursuant hereto) or otherwise; provided,
that (a) obligations of any Borrower or any Subsidiary of any Borrower under
any Specified Hedge Agreement shall be secured and guaranteed pursuant to the
Security Documents only to the extent that, and for so long as, the other
Obligations are so secured and guaranteed and (b) any release of Collateral or
Guarantors effected in the manner permitted by this Agreement shall not require
the consent of holders of obligations under Specified Hedge Agreements.



 25
 









“Operated Properties”:  as defined in Section 6.17(a).


“Optional Increase
Amendment”:  an amendment to this
Agreement, in form and substance acceptable to the Primary Borrower, the
Administrative Agent and each Lender providing an Optional Term Loan
Commitment, executed and delivered pursuant to Section 5.18 to establish an
Optional Term Loan Tranche.


“Optional Increase
Request”:  as defined in Section
5.18(a).


“Optional Term Loan
Commitment”:  as to any Optional Term
Loan Lender, the obligation of such Lender, if any, to make an Optional Term
Loan to the Primary Borrower hereunder in a principal amount not to exceed the
amount set forth in the Optional Increase Amendment related thereto.


“Optional Term Loan
Lender”:  each Lender that has an
Optional Term Loan Commitment or is the holder of an Optional Term Loan.


“Optional Term Loan
Tranche”:  as defined in Section
5.18(b)


“Optional Term Loans”:  as defined in Section 5.18(b).


“Other Taxes”:  any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.


“Parent”:  as defined in the preamble hereto.


“Parent Indentures”:  collectively, (a) the Indentures dated as of
December 5, 2003, April 16, 2003, February 11, 2002 and June 30, 1999,
respectively, between Parent and The Bank of New York, as trustee, in each case
as amended or supplemented through the Amendment and Restatement Effective Date
and thereafter as permitted by this Agreement, and (b) any loan agreement,
indenture, note purchase agreement or other instrument or agreement relating to
any Indebtedness that is meant to refinance any Indebtedness incurred under any
Parent Indenture, in each case as amended as permitted by this Agreement.


“Park”:  collectively, the Existing Parks and any
other amusement or attraction park acquired by any of Holdings and its
Subsidiaries after the date hereof.


“Parks Disposition”:  collectively, (a) the Disposition completed
on April 6, 2007 of the following parks: 
Six Flags Darien Lake (outside Buffalo, New York); Six Flags Waterworld
(Concord, California); Six Flags Elitch Gardens (Denver, Colorado); Enchanted
Village and Wild Waves (outside Seattle, Washington); Six Flags Splashtown
(Houston, Texas); and Frontier City and White Water Bay (Oklahoma City,
Oklahoma) and (b) the Disposition completed on March 7, 2007 of Six Flags
Waterworld/Sacramento (Sacramento, CA) (the “Sacramento Disposition”).



 26
 









“Participant”:  as defined in Section 12.6(c).


“Participating Member
State”:  any member state of EMU
which has the euro as its lawful currency.


“Partnership Parks
Agreements”:  (a) the Overall
Agreement, dated as of February 15, 1997, among Six Flags Fund, Ltd.
(L.P.), Salkin Family Trust, SFG, Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over
Georgia, Ltd., SFOG II, Inc., SFOG II Employee, Inc., SFOG Acquisition A, Inc.,
SFOG Acquisition B, L.L.C., Six Flags Over Georgia, Inc., Six Flags Services of
Georgia, Inc., the Primary Borrower and Six Flags Entertainment Corporation and
the Related Agreements (as defined therein) and (b) the Overall Agreement dated
as of November 24, 1997 among Six Flags Over Texas Fund, Ltd., Flags’
Directors, L.L.C., FD-II, L.L.C., Texas Flags, Ltd., SFOT Employee, Inc., SFOT
Acquisition I, Inc., SFOT Acquisition II, Inc., Six Flags Over Texas, Inc., the
Primary Borrower and 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., and the Related Agreements (as defined therein),
in each case, as the same may be modified or amended at any time from time to
time, provided such modification or amendment does not violate Section 9.13.


“Payment Amount”:
as defined in Section 4.5.


“Payment Office”:  with respect to payments in any currency, the
office specified from time to time by the Administrative Agent as its payment
office for such currency by notice to the Primary Borrower and the Lenders.


“PBGC”:  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA (or any successor).


“Permitted Investments”:  (a) Dollars; (b)(i) Pounds Sterling, Euros or
any national currency of any participating member state of the EMU or (ii) in
the case of any Foreign Subsidiary, such local currencies held by it from time
to time in the ordinary course of business; (c) securities issued or directly
and fully and unconditionally guaranteed or insured by the United States
government or any agency or instrumentality thereof the securities of which are
unconditionally guaranteed as a full faith and credit obligation of such
government with maturities of 24 months or less from the date of acquisition;
(d) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’ acceptances
with maturities not exceeding one year and overnight bank deposits, in each
case with any domestic or foreign commercial bank having capital and surplus of
not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the
Dollar equivalent as of the date of determination) in the case of non-U.S.
banks; (e) repurchase obligations for underlying securities of the types
described in clauses (c), (d) and (h) entered into with any financial
institution meeting the qualifications specified in clause (d) above; (f)
commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and
in each case maturing within 24 months after the date of creation thereof and
Indebtedness or preferred stock issued by Persons with a rating of “A” or
higher from S&P or “A2” or 



 27
 









higher from Moody’s
with maturities of 24 months or less from the date of acquisition; (g)
marketable short-term money market and similar securities having a rating of at
least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any
time neither Moody’s nor S&P shall be rating such obligations, an
equivalent rating from another nationally recognized statistical rating agency
selected by the Primary Borrower) and in each case maturing within 24 months
after the date of creation or acquisition thereof; (h) readily marketable
direct obligations issued by any state, commonwealth or territory of the United
States or any political subdivision or taxing authority thereof having an
Investment Grade Rating from either Moody’s or S&P with maturities of 24
months or less from the date of acquisition; (i) readily marketable direct
obligations issued by any foreign government or any political subdivision or
public instrumentality thereof, in each case having an Investment Grade Rating
from either Moody’s or S&P with maturities of 24 months or less from the
date of acquisition; (j) Investments with average maturities of 12 months or
less from the date of acquisition in money market funds; (k) investment funds
investing 90% of their assets in securities of the types described in clauses
(a) through (j) above; and (l) in the case of Foreign Subsidiaries,
substantially similar investments to those set forth in clauses (a) through (k)
above denominated in foreign currencies, provided that references to the
United States of America (or any agency or instrumentality thereof) shall be
deemed to mean foreign countries having a sovereign rating of “A” or better
from either S&P or Moody’s (or another nationally recognized statistical
rating agency selected by the Primary Borrower and reasonably acceptable to the
Administrative Agent).


 “Permitted Liens”:  as defined in Section 9.3.


“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.


“PIERS”:  the 11,500,000 Preferred Income Equity
Redeemable Securities representing interests in the Parent’s 7-1⁄4% Convertible
Preferred Stock or any Indebtedness or security of Parent, the proceeds of
which are used to refinance the PIERS.


“PIERS Repurchase”:  the repayment, repurchase or redemption of
the PIERS in full.


“Plan”:  an employee benefit plan (within the meaning
of Section 3(3) of ERISA) established or maintained by Parent or any ERISA
Affiliate and that is covered by ERISA, other than a Multiemployer Plan.


“Prepayment Date”:  as defined in Section 5.11(d).


“Prepayment Option
Notice”:  as defined in Section
5.11(d).


“Pricing Grid”:  the pricing grid attached hereto as Annex A.


“Primary Borrower”:  as defined in the preamble hereto.



 28
 









“Prime
Rate”:  the rate of interest per
annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its
prime rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged JPMorgan Chase
Bank, N.A. in connection with extensions of credit to debtors).


“Pro Forma Balance Sheet”:  as defined in Section 6.1.


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


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


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


“Qualified
Counterparty”:  with respect to any
Specified Hedge Agreement, any counterparty thereto that, at the time such
Specified Hedge Agreement was entered into, was a Lender or an affiliate of a
Lender.


“Qualified Net Cash
Equity Proceeds”:  the Net Cash
Proceeds of any offering of Capital Stock of Parent or any of its Subsidiaries
so long as (a) such offering was made in 



 29
 









express
contemplation of an Acquisition, (b) such Capital Stock is not mandatorily
redeemable and (c) such Acquisition is consummated within 180 days after
receipt by Holdings or such Subsidiary of such Net Cash Proceeds.


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


“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 Holdings or any of its
Subsidiaries.


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


“Refunded Swing Line
Loans”:  as defined in Section
3.4(b).


“Refunding Date”:  as defined in Section 3.4(c).


“Register”:  as defined in Section 12.6(b)(iv).


“Regulation H”:  Regulation H of the Board as in effect from
time to time.


“Regulation U”:  Regulation U of the Board as in effect from
time to time.


“Reimbursement
Obligation”:  the obligation of the
relevant Borrower to reimburse each Issuing Lender pursuant to Section 4.5 for
amounts drawn under Letters of Credit issued by such Issuing Lender for the
account of the relevant Borrower.


“Reinvestment Deferred
Amount”:  with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by Holdings or any
of its Subsidiaries in connection therewith that, as a result of the delivery
of a Reinvestment Notice, are not applied to repay the Loans pursuant to Sections
5.5(b) and 5.11(d).


“Reinvestment Event”:  any Asset Sale or Recovery Event in respect
of which Holdings or the Primary Borrower has delivered a Reinvestment Notice.


“Reinvestment Notice”:  a written notice executed by a Responsible
Officer of Holdings or the Primary Borrower stating that no Default or Event of
Default has occurred and is continuing and that Holdings or the Primary
Borrower (directly or indirectly through a Subsidiary) intends and expects to
use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to acquire, restore or reconstruct assets useful in its business
(including for Subsequent Acquisitions) or reimburse amounts spent in
anticipation of the receipt of such Net Cash Proceeds.


“Reinvestment Prepayment
Amount”:  with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to 



 30
 









the relevant
Reinvestment Prepayment Date to acquire, restore, or reconstruct assets useful
in business of Holdings and its Subsidiaries (including for Subsequent
Acquisitions).


“Reinvestment
Prepayment Date”:  with respect to
any Reinvestment Event, the earlier of (a) the date occurring one year after
such Reinvestment Event and (b) the date on which Holdings or the Primary
Borrower shall have determined not to, or shall have otherwise ceased to,
acquire, restore or reconstruct assets useful in the business of Holdings and
its Subsidiaries (including for Subsequent Acquisitions) with all or any
portion of the relevant Reinvestment Deferred Amount.


“Related Fund”:  with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
affiliate of such investment advisor.


“Release”:  any release, threatened release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the indoor or outdoor environment, including,
without limitation, the movement of Hazardous Materials through ambient air,
soil, surface water, ground water, wetlands, land or subsurface strata that
violates or creates any liability under any Environmental Law.


“Reorganization”:  with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of
ERISA.


“Reportable Event”:  any of the events set forth in Section
4043(c) of ERISA and the regulations issued thereunder, with respect to a
Single Employer Plan, as to which the PBGC has not by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event (provided that a failure of any Single
Employer Plan to meet the minimum funding standard of Section 412 of the Code
or Section 302 of ERISA, including, without limitation, the failure to make on
or before its due date a required installment under Section 412(m) of the Code
or Section 302(e) of ERISA, shall be a reportable event in accordance with
Section 412(d) of the Code).


“Required Lenders”:  at any time, the holders of more than 50% of
the sum of (a) the aggregate unpaid principal amount of the Tranche B Term
Loans then outstanding,(b) the aggregate unpaid principal amount of the
Optional Term Loans then outstanding, (c) the Total Revolving Credit
Commitments then in effect or, if the Revolving Credit Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding and (d)
the Total Multicurrency Commitments then in effect or, if the Multicurrency
Commitments have been terminated, the Total Multicurrency Extensions of Credit
then outstanding.


“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.



 31
 









“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.


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


“Restricted Payment
Deferred Amount”:  with respect to
any Restricted Payment Event, the aggregate Net Cash Proceeds received by
Holdings or any of its Subsidiaries in connection therewith that, as a result
of the delivery of a Restricted Payment Notice, are not applied to repay the
Loans pursuant to Section 5.11(d).


“Restricted Payment
Event”:  any Asset Sale or Recovery
Event in respect of which Holdings or the Primary Borrower has delivered a
Restricted Payment Notice.


“Restricted Payment
Notice”:  a written notice executed
by a Responsible Officer of Holdings or the Primary Borrower stating that no
Default or Event of Default has occurred and is continuing and that Holdings or
the Primary Borrower (directly or indirectly through a Subsidiary) intends and
expects to use all or a specified portion of the Net Cash Proceeds of an Asset
Sale or Recovery Event to make a Restricted Payment permitted by Section
9.5(c)(v).


“Restricted Payment
Prepayment Amount”:  with respect to
any Restricted Payment Event, the Restricted Payment Deferred Amount relating
thereto less any amount expended prior to the relevant Restricted Payment
Prepayment Date to make a Restricted Payment permitted by Section 9.5(c)(v).


“Restricted Payment
Prepayment Date”:  with respect to
any Restricted Payment Event, the earlier of (a) the date occurring one year
after such Restricted Payment Event and (b) the date on which Holdings or the
Primary Borrower shall have determined not to, or shall have otherwise ceased
to, to make Restricted Payments permitted by Section 9.5(c)(v) with all or any
portion of the relevant Restricted Payment Deferred Amount.


“Revolver Indebtedness”: 
Indebtedness of Holdings and its Subsidiaries in respect of Revolving
Credit Loans, Multicurrency Loans and Swing Line Loans.



 32
 









“Revolving Credit
Commitment”:  as to any Lender, the
obligation of such Lender, if any, to make Revolving Credit Loans and
participate in Swing Line Loans and Letters of Credit in an aggregate principal
and/or face amount not to exceed the amount set forth under the heading “Revolving
Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender
Addendum delivered by such Lender, or, as the case may be, in the Assignment
and Acceptance pursuant to which such Lender became a party hereto, as the same
may be changed from time to time pursuant to the terms hereof.  The original aggregate amount of the Total
Revolving Credit Commitments is $190,000,000.


“Revolving Credit
Facility”:  as defined in the
definition of “Facility” in this Section 1.1


“Revolving Credit
Lender”:  each Lender that has a
Revolving Credit Commitment or that is the holder of Revolving Credit Loans.


“Revolving Credit Loans”:  as defined in Section 3.1.


“Revolving Credit
Percentage”:  as to any Revolving
Credit Lender at any time, the percentage which such Lender’s Revolving Credit
Commitment then constitutes of the Total Revolving Credit Commitments (or, at
any time after the Revolving Credit Commitments shall have expired or
terminated, the percentage which the aggregate amount of such Lender’s
Revolving Extensions of Credit then outstanding constitutes of the amount of
the Total Revolving Extensions of Credit then outstanding).


“Revolving Extensions
of Credit”:  as to any Revolving
Credit Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then
outstanding, (b) such Lender’s Revolving Credit Percentage of the aggregate
principal amount of Swing Line Loans then outstanding and (c) such Lender’s
Revolving Credit Percentage of the L/C Obligations then outstanding.


“Revolving Facilities”:  the collective reference to the Multicurrency
Facility and the Revolving Credit Facility.


“Revolving Facilities
Commitment”:  the collective reference
to the Multicurrency Commitments and the Revolving Credit Commitments.


“Revolving Facilities
Commitment Period”:  the period from
and including the Amendment and Restatement Effective Date to the Revolving
Facilities Termination Date.


“Revolving Facilities
Extensions of Credit”:  the
collective reference to the Multicurrency Extensions of Credit and the
Revolving Credit Extensions of Credit.


“Revolving Facilities
Lenders”:  the collective reference
to the Multicurrency Lenders and the Revolving Credit Lenders.


“Revolving Facilities
Termination Date”:  March 31, 2013.



 33
 









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


“Sacramento
Disposition”:  as defined in the
definition of “Parks Disposition” in this Section 1.1.


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


“Security Documents”:  the collective reference to the Guarantee and
Collateral Agreement (and all assumptions thereof), the Mortgages and the
Mortgage Amendments, any Foreign Security Documents and all other security
documents which shall have been delivered on or prior to the Amendment and
Restatement Effective Date, or are hereafter delivered to the Administrative
Agent granting a Lien on any Property of any Person to secure the obligations
and liabilities of any Loan Party under any Loan Document, as the same have
been, and on and after the Amendment and Restatement Effective Date shall be
modified, amended or supplemented in accordance herewith.


“Seventh Amendment”:  the Seventh Amendment, dated as of April 21,
2006, to the Existing Credit Agreement.


“Seventh Amendment Effective Date”:  as
defined in Section 4 of the Seventh Amendment, which date was April 21, 2006.


“Shared Services
Agreement”:  the Amended and Restated
Shared Services Agreement, dated as of January 1, 2006, among Parent,
Holdings, the Primary Borrower and PP Data Services Inc., a Subsidiary of
Holdings, as the same may be amended in a manner not materially adverse to the
interests of the Lenders.


“Single Employer Plan”:  any Plan that is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.


“Solvent”:  with respect to any Person, as of any date of
determination, (a) the amount of the “present fair saleable value” of the
assets of such Person will, as of such date, exceed the amount of all “liabilities
of such Person, contingent or otherwise”, as of such date, as such quoted terms
are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (b) the present fair saleable
value of the assets of such Person will, as of such date, be greater than the
amount that will be required to pay the liability of such Person on its debts
as such debts become absolute and matured, (c) such Person will not have, as of
such date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) “debt”
means liability on a “claim”, (ii) “claim” means any (x) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured or unmatured, disputed, undisputed, secured or unsecured and 



 34
 









(iii) assets shall
include insurance coverage and/or indemnification available with respect to any
liability.


“Specified Hedge
Agreement”:  any Hedging Agreement
entered into by Holdings, the Primary Borrower or any Subsidiary Guarantor and
any Qualified Counterparty.


“Spot Exchange Rate”:
with respect to any exchange of euro for Dollars, at any date of determination
thereof, the spot rate of exchange in London at the opening of business that
appears on the display page applicable to euro on the Reuters System (or such
other page as may replace such page on such service for the purpose of
displaying the spot rate of exchange in London) for the conversion of euro into
Dollars; provided that if there shall at any time no longer exist such a
page on such service, the spot rate of exchange shall be determined by
reference to another similar rate publishing service selected by the
Administrative Agent and if no such similar rate publishing service is
available, by reference to the published rate of the Reference Lender in effect
at such date for similar commercial transactions.


“Subordinated
Indemnity Agreement”:  the
Subordinated Indemnity Agreement, dated as of April 1, 1998, among Parent, GP
Holdings Inc., Time Warner Inc., Time Warner Entertainment Company, L.P.,
TW-SPV Co., Holdings, the Primary Borrower, SFOG II, Inc. and SFT Holdings,
Inc., as the same has been amended on or prior to the Amendment and Restatement
Effective Date, and as the same may be further amended from time to time in a
manner not materially adverse to the interests of the Lenders.


“Subordinated Parent
Advances”:  unsecured advances from
Parent to Holdings subordinated on the terms set forth on Exhibit O, subject to
any immaterial changes thereto that are reasonably acceptable to the
Administrative Agent.


“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.  Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of Holdings, except that such reference shall not
include the joint venture established pursuant to the Great Escape Agreements
or any Inactive Subsidiary.


“Subsidiary Guarantor”:  each Subsidiary of Holdings other than (a)
the Primary Borrower, (b) any Excluded Foreign Subsidiary, (c) Flags Beverages,
Inc., Fiesta Texas Hospitality LLC and Spring Beverage Holding Corp. and any
other Subsidiary whose only material asset is a liquor license, (d) HWP
Development LLC, (e) any Inactive Subsidiary and (f) after the Amendment and
Restatement Effective Date, any non-Wholly 



 35
 









Owned Subsidiary
that does not execute the Guarantee and Collateral Agreement as permitted by
Section 8.6.


“Swing Line Commitment”:  the obligation of the Swing Line Lender to
make Swing Line Loans pursuant to Section 3.3 in an aggregate principal amount
at any one time outstanding not to exceed $20,000,000.


“Swing Line Lender”:  JPMorgan Chase Bank, N.A., in its capacity as
the lender of Swing Line Loans.


“Swing Line Loans”:  as defined in Section 3.3.


“Swing Line
Participation Amount”:  as defined in
Section 3.4(c).


“Syndication Agents”:  as defined in the preamble hereto.


“Target Operating Day”:  any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year’s Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative
Agent).


 “Tax Sharing Agreement”:  that certain Tax Sharing Agreement, effective
as of January 1, 1999 and as amended on or prior to the Amendment and
Restatement Effective Date, among Parent, Holdings, and those Subsidiaries
which are parties thereto, as the same may be further amended in a manner not
materially adverse to the interests of the Lenders.


“Total Multicurrency
Commitments”:  at any time, the
aggregate amount of the Multicurrency Commitments then in effect.


“Total Multicurrency
Extensions of Credit”:  at any time,
the aggregate amount of the Multicurrency Extensions of Credit of the
Multicurrency Lenders outstanding at such time.


“Total Revolving
Credit Commitments”:  at any time,
the aggregate amount of the Revolving Credit Commitments then in effect.


“Total Revolving
Extensions of Credit”:  at any time,
the aggregate amount of the Revolving Extensions of Credit of the Revolving
Credit Lenders outstanding at such time.


“Tranche B Maturity
Date”:  April 30, 2015.


“Tranche B Prepayment
Amount”:  as defined in Section
5.11(d).


“Tranche B Term Loan”:  as defined in Section 2.1.



 36
 









“Tranche B Term Loan
Commitment”:  as to any Lender, the
obligation of such Lender, if any, to make a Tranche B Term Loan (or convert
its Existing Tranche B Term Loans into a Tranche B Term Loan) to the Primary
Borrower hereunder in a principal amount not to exceed the amount set forth
under the heading “Tranche B Term Loan Commitment” opposite such Lender’s name
on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case
may be, in the Assignment and Acceptance pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the
terms hereof.  The aggregate amount of
the Tranche B Term Loan Commitments on the Amendment and Restatement Effective
Date is $850,000,000.


“Tranche B Term Loan
Facility”:  as defined in the
definition of “Facility” in this Section 1.1.


“Tranche B Term Loan
Lender”:  each Lender that has a
Tranche B Term Loan Commitment or is the holder of a Tranche B Term Loan.


“Tranche B Term Loan
Percentage”:  as to any Lender at any
time, the percentage which the principal amount of such Lender’s Tranche B Term
Loan then outstanding constitutes of the aggregate principal amount of all
Tranche B Term Loans then outstanding.


“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 and the issuance of Letters
of Credit hereunder.


“Transferee”:  as defined in Section 12.15.


“Treaty on European
Union”:  the Treaty of Rome of March
25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.


“Type”:  as to any Loan, its nature as a Base Rate
Loan or a Eurocurrency Loan.


“Uniform Commercial
Code”:  the Uniform Commercial Code
as the same may, from time to time, be in effect in the State of New York; provided,
however, that in the event that, by reason of mandatory provisions of
law, any or all of the perfection or priority of the security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “Uniform Commercial
Code” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or priority (but not attachment) and for purposes of definitions related to
such provisions.


“Unused Equity
Proceeds Amount”:  on any date, the
difference of (a) the amount of cash equity contributed by Parent to Holdings
during the period between the Amendment and Restatement Effective Date and such
date, minus (b) the amount expended by Holdings and its Subsidiaries
during such period in respect of (i) expenditures which would otherwise be
Capital Expenditures but for the exclusion set 



 37
 









forth in clause
(b)(iv) of the definition thereof in this Section 1.1 and (ii) Investments made
pursuant to Section 9.4(e)(i) (other than any such Investments made with
existing cash, cash flow generated by operations and/or the proceeds of Loans
hereunder to the extent permitted under this Agreement).


“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.


“Withdrawal Liability”:  liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part 1 of Subtitle E of Title IV of ERISA.


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.


(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.


(e)          Each reference to the “Credit Agreement” in
any Loan Document shall be deemed to be a reference to this Agreement, as
amended, restated and supplemented 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, 



 38
 









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.


SECTION
2.    AMOUNT
AND TERMS OF TRANCHE B

TERM LOAN COMMITMENTS


2.1.                              Tranche B Term
Loan Commitments.  (a) Subject
to the terms and conditions hereof, the Tranche B Term Loan Lenders severally
agree to make term loans (or, in the case of a Continuing Tranche B Term Loan
Lender, pursuant to clause (b) below, elects to convert all or a portion of
such Continuing Tranche B Term Loan Lender’s Existing Tranche B Term Loans)
denominated in Dollars (each, a “Tranche B Term Loan”) to the Primary
Borrower on the Amendment and Restatement Effective Date in an amount for each
Tranche B Term Loan Lender not to exceed the Tranche B Term Loan Commitment of
such Lender.  The Tranche B Term Loans
may from time to time be Eurodollar Loans or Base Rate Loans, as determined by
the Primary Borrower and notified to the Administrative Agent in accordance
with Sections 2.2 and 5.6.


(b)         In connection with the making of the Tranche B
Term Loans pursuant to clause (a) above, by delivering written notice to the
Administrative Agent on or prior to the Amendment and Restatement Effective
Date, any Continuing Tranche B Term Loan Lender may elect to make all or any
portion of such Lender’s Tranche B Term Loan requested by the Primary Borrower
to be made on the Amendment and Restatement Effective Date by converting all or
a portion of the outstanding principal amount of the Existing Tranche B Term
Loans held by such Lender into a Tranche B Term Loan in a principal amount
equal to the amount of the loans so converted (each, a “Converted Term Loan”).  On the Amendment and Restatement Effective
Date, the Converted Term Loans shall be converted for all purposes of this
Agreement into Tranche B Term Loans, and the Administrative Agent shall record
in the Register the aggregate amounts of Converted Term Loans converted into
Tranche B Term Loans.  Any written notice
to the Administrative Agent delivered by an applicable Continuing Tranche B
Term Loan Lender pursuant to this Section shall specify the amount of such
Lender’s Tranche B Term Loan Commitment and the principal amount of the
Existing Tranche B Term Loans held by such Lender that are to be converted into
a Tranche B Term Loan.


2.2.                              Procedure for Term Loan Borrowing. 
(a) The Primary Borrower shall deliver to the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 12:00 Noon, New York City time, (i) three Business Days prior to the
anticipated Amendment and Restatement Effective Date, in the case of
Eurocurrency Loans and (ii) one Business Day prior to the anticipated Amendment
and Restatement Effective Date, in the case of Base Rate Loans) requesting that
the Tranche B Term Loan Lenders make the Tranche B Term Loans on the Amendment
and Restatement Effective Date and specifying the amount to be borrowed.  No Tranche B Term Loan may be converted into
or continued as a Eurocurrency Loan having an interest period in excess of one
month prior to the date that is 30 days after the Amendment and Restatement
Effective Date.  Upon receipt of such
notice the Administrative Agent shall promptly notify each Tranche B Term Loan
Lender thereof.  Not later than 12:00
Noon, New York City time, on the Amendment and Restatement Effective Date each
Tranche B Term Loan Lender shall make available to the Administrative Agent at
the Funding Office an amount in immediately available funds equal to the
Tranche B Term Loan to 



 39
 









be made by such Lender, provided
that any Converted Term Loan of such Lender shall be applied toward
satisfaction of the foregoing funding requirement.  Subject to the immediately preceding
sentence, the Administrative Agent shall use the amounts made available to the
Administrative Agent by the Tranche B Term Loan Lenders to prepay the Existing
Tranche B Term Loans outstanding on such date.


(b)         Notwithstanding anything to the contrary in
this Agreement, the Interest Period in effect on the Amendment and Restatement
Effective Date in respect of any Converted Term Loan (each a “Current
Interest Period”) will continue to be in effect for such Loan following the
Amendment and Restatement Effective Date, and the initial Interest Period of
any Tranche B Term Loan funded on the Amendment and Restatement Effective Date
will end on the last day of a Current Interest Period agreed to by the Primary
Borrower and the Administrative Agent.


2.3.                              Repayment of Tranche B Term Loans.  The
Tranche B Term Loan of each Tranche B Term Loan Lender shall mature in 32
installments, commencing on September 30, 2007, each of which shall be in an
amount equal to such Lender’s Tranche B Term Loan Percentage multiplied by the
amount set forth below opposite such installment and on the date indicated for
such installment:


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2008

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2010

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2012

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2013

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2013

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2013

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  



 



 40
 









 


 


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2013

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2014

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  June 30, 2014

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  September 30, 2014

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  December 31, 2014

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  March 31, 2015

  	
   

  	
  $

  	
  2,125,000.00

  	
   

  
	
  April 30, 2015

  	
   

  	
  $

  	
  784,125,000.00

  	
   

  



SECTION 3.    AMOUNT AND TERMS OF THE REVOLVING FACILITIES

COMMITMENTS AND SWING LINE COMMITMENT


3.1.                              Revolving Credit Commitments. 
(a) Subject to the terms and conditions hereof, the Revolving Credit
Lenders severally agree to make revolving credit loans denominated in Dollars (“Revolving
Credit Loans”) to the Primary Borrower from time to time during the
Revolving Facilities Commitment Period in an aggregate principal amount at any
one time outstanding for each Revolving Credit Lender which, when added to such
Lender’s Revolving Credit Percentage of the sum of (i) the L/C Obligations then
outstanding and (ii) the aggregate principal amount of the Swing Line Loans
then outstanding, does not exceed the amount of such Lender’s Revolving Credit
Commitment.  During the Revolving
Facilities Commitment Period the Primary Borrower may use the Revolving Credit
Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in
part, and reborrowing, all in accordance with the terms and conditions hereof, provided,
that the aggregate amount of Revolving Credit Loans made on the Amendment and
Restatement Effective Date shall not exceed $110,000,000.  The Revolving Credit Loans may from time to
time be Eurocurrency Loans or Base Rate Loans, as determined by the Primary
Borrower and notified to the Administrative Agent in accordance with Sections
3.2 and 5.6, provided that no Revolving Credit Loan shall be made as a
Eurocurrency Loan after the day that is one month prior to the Revolving
Facilities Termination Date.


(b)         The Primary Borrower shall repay all
outstanding Revolving Credit Loans on or before the Revolving Facilities
Termination Date.


3.2.                              Procedure for Revolving Credit Borrowing.  The
Primary Borrower may borrow under the Revolving Credit Commitments on any
Business Day during the Revolving Facilities Commitment Period, provided
that the Primary Borrower shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to
12:00 Noon, New York City time, (a) three Business Days prior to the requested
Borrowing Date, in the case of Eurocurrency Loans, or (b) one Business Day
prior to the requested Borrowing Date, in the case of Base Rate Loans),
specifying (i) the amount and Type of Revolving Credit Loans to be borrowed,
(ii) the requested Borrowing Date and (iii) in the case of Eurocurrency Loans,
the length of the initial Interest Period therefor.  Any Revolving Credit Loans made on the
Amendment and Restatement Effective Date shall initially be Base Rate
Loans.  Each borrowing of Revolving
Credit Loans under the Revolving Credit Commitments shall be in an amount equal
to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple 



 41
 









thereof
(or, if the then aggregate Available Revolving Credit Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided,
that the Swing Line Lender may request, on behalf of the Primary Borrower,
borrowings of Base Rate Loans under the Revolving Credit Commitments in other
amounts pursuant to Section 3.4.  Upon
receipt of any such notice from the Primary Borrower, the Administrative Agent
shall promptly notify each Revolving Credit Lender thereof.  Each Revolving Credit Lender will make its
Revolving Credit Percentage of the amount of each borrowing of Revolving Credit
Loans available to the Administrative Agent for the account of the Primary
Borrower at the relevant Funding Office prior to 12:00 Noon, New York City
time, on the Borrowing Date requested by the Primary Borrower in funds
immediately available to the Administrative Agent.  Such borrowing will then be made available to
the Primary Borrower by the Administrative Agent in like funds as received by
the Administrative Agent.


3.3.                              Swing Line Commitment. 
(a) Subject to the terms and conditions hereof, the Swing Line Lender
agrees that, during the Revolving Facilities Commitment Period, it will make
available to the Primary Borrower in the form of swing line loans denominated
in Dollars (“Swing Line Loans”) a portion of the credit otherwise
available to the Primary Borrower under the Revolving Credit Commitments; provided
that (i) the aggregate principal amount of Swing Line Loans outstanding at any
time shall not exceed the Swing Line Commitment then in effect (notwithstanding
that the Swing Line Loans outstanding at any time, when aggregated with the
Swing Line Lender’s other outstanding Revolving Extensions of Credit hereunder,
may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s
Revolving Credit Commitment then in effect) and (ii) the Primary Borrower shall
not request, and the Swing Line Lender shall not make, any Swing Line Loan if,
after giving effect to the making of such Swing Line Loan, the aggregate amount
of the Available Revolving Credit Commitments would be less than zero.  During the Revolving Facilities Commitment
Period, the Primary Borrower may use the Swing Line Commitment by borrowing,
repaying and reborrowing, all in accordance with the terms and conditions
hereof.  Swing Line Loans shall be Base
Rate Loans only.


(b)         The Primary Borrower shall repay all
outstanding Swing Line Loans on or before the Revolving Facilities Termination
Date.


3.4.                              Procedure for Swing Line Borrowing;
Refunding of Swing Line Loans.  (a) The
Primary Borrower may borrow under the Swing Line Commitment on any Business Day
during the Revolving Facilities Commitment Period, provided, such Borrower
shall give the Swing Line Lender irrevocable telephonic notice confirmed
promptly in writing (which telephonic notice must be received by the Swing Line
Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing
Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date.  Each borrowing under the
Swing Line Commitment shall be in an amount equal to $500,000 or a whole
multiple of $100,000 in excess thereof. 
Not later than 3:00 P.M., New York City time, on the Borrowing Date
specified in the borrowing notice in respect of any Swing Line Loan, the Swing
Line Lender shall make available to the Administrative Agent at the relevant
Funding Office an amount in immediately available funds equal to the amount of such
Swing Line Loan.  The Administrative
Agent shall make the proceeds of such Swing Line Loan available to the Primary
Borrower on such Borrowing Date in like funds as received by the Administrative
Agent.



 42















(b)
The Swing Line Lender, at any
time and from time to time in its sole and absolute discretion may, on behalf
of the Primary Borrower (which hereby irrevocably directs the Swing Line Lender
to act on its behalf), on one Business Day’s notice given by the Swing Line
Lender no later than 12:00 Noon, New York City time, request each Revolving
Credit Lender to make, and each Revolving Credit Lender hereby agrees to make,
a Revolving Credit Loan to the Primary Borrower, in an amount equal to such
Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount
of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on
the date of such notice, to repay the Swing Line Lender.  Each Revolving Credit Lender shall make the
amount of such Revolving Credit Loan available to the Administrative Agent at
the relevant Funding Office in immediately available funds, not later than
10:00 A.M., New York City time, one Business Day after the date of such
notice.  The proceeds of such Revolving
Credit Loans shall be made immediately available by the Administrative Agent to
the Swing Line Lender for application by the Swing Line Lender to the repayment
of the Refunded Swing Line Loans.


(c)
If prior to the time a
Revolving Credit Loan would have otherwise been made pursuant to Section
3.4(b), one of the events described in Section 10(g), (h) or (i) shall have
occurred and be continuing with respect to the Primary Borrower, or if for any
other reason, as determined by the Swing Line Lender in its sole discretion,
Revolving Credit Loans may not be made as contemplated by Section 3.4(b), each
Revolving Credit Lender shall, on the date such Revolving Credit Loan was to
have been made pursuant to the notice referred to in Section 3.4(b) (the “Refunding
Date”), purchase for cash an undivided participating interest in the then
outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing
Line Participation Amount”) equal to (i) such Revolving Credit Lender’s
Revolving Credit Percentage times (ii) the sum of the aggregate principal
amount of Swing Line Loans then outstanding which were to have been repaid with
such Revolving Credit Loans.


(d)
Whenever, at any time
after the Swing Line Lender has received from any Revolving Credit Lender such
Lender’s Swing Line Participation Amount, the Swing Line Lender receives any
payment on account of the Swing Line Loans, the Swing Line Lender will
distribute to such Lender its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s participating interest was outstanding and funded
and, in the case of principal and interest payments, to reflect such Lender’s pro
rata portion of such payment if such payment is not sufficient to pay
the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line
Lender is required to be returned, such Revolving Credit Lender will return to
the Swing Line Lender any portion thereof previously distributed to it by the
Swing Line Lender.


(e)
Each Revolving Credit
Lender’s obligation to make the Revolving Credit Loans referred to in Section
3.4(b) and to purchase participating interests pursuant to Section 3.4(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any setoff, counterclaim, recoupment,
defense or other right which such Revolving Credit Lender or any Borrower may
have against the Swing Line Lender, any Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of a Default or an Event
of Default or the failure to satisfy any of the other conditions specified in
Section 7.2; (iii) any adverse change in the condition (financial or otherwise)
of Parent,



 43
 









Holdings or any Borrower; (iv) any breach of
this Agreement or any other Loan Document by Parent, Holdings or any Borrower,
any other Loan Party or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


3.5.                              Multicurrency Commitments. 
(a) Subject to the terms and conditions hereof, the Multicurrency
Lenders severally agree to make revolving credit loans denominated in Dollars
or euro (at the option of the relevant Borrower) (“Multicurrency Loans”)
to the Primary Borrower or any Foreign Subsidiary Borrower from time to time
during the Revolving Facilities Commitment Period; provided, that (i)
after giving effect to the Multicurrency Loans made on any Borrowing Date, (a)
the Available Multicurrency Commitment shall not be less than zero and (ii) no
Multicurrency Loans shall be made to any Foreign Subsidiary Borrower if, after
giving effect thereto, the amount of the Multicurrency Extensions of Credit
outstanding to such Foreign Subsidiary Borrower would exceed the Multicurrency
Sublimit of such Foreign Subsidiary Borrower, if any.  During the Revolving Facilities Commitment
Period the Borrowers may use the Multicurrency Commitments by borrowing,
prepaying the Multicurrency Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.  The Multicurrency Loans may from time to time
be Eurocurrency Loans or (in the case only of Multicurrency Loans denominated
in Dollars) Base Rate Loans, as determined by the relevant Borrower and
notified to the Administrative Agent in accordance with Sections 3.6 and 5.6;
provided that no Multicurrency Loan shall be made as a Eurocurrency Loan after
the day that is one month prior to the Revolving Facilities Termination Date.


(b)
The Primary Borrower
shall (and shall cause the other relevant Borrowers to) repay all outstanding
Multicurrency Loans on or prior to the Revolving Facilities Termination Date.


3.6.                              Procedure for Multicurrency Borrowing.  Any
Borrower may borrow under the Multicurrency Commitments on any Business Day
during the Revolving Facilities Commitment Period, provided that the
relevant Borrower shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to 12:00 Noon, New
York City time (or, in the case of Loans denominated in euros, London time),
(a) three Business Days prior to the requested Borrowing Date, in the case of
Eurocurrency Loans, or (b) one Business Day prior to the requested Borrowing
Date, in the case of Base Rate Loans), specifying (i) the amount, Type and
currency of the Multicurrency Loans to be borrowed, (ii) the requested
Borrowing Date and (iii) in the case of Eurocurrency Loans, the length of the
initial Interest Period therefor.  No
Multicurrency Loans may be made on the Amendment and Restatement Effective Date
and no Multicurrency Loans may be made in euro prior to the date which is three
Business Days following the Amendment and Restatement Effective Date.  Each borrowing of Multicurrency Loans under
the Multicurrency Commitments shall be in an amount equal to (x) in the case of
Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then
aggregate Available Multicurrency Commitments are less than $1,000,000, such
lesser amount), (y) in the case of Eurocurrency Loans denominated in Dollars,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and (z) in the
case of Eurocurrency Loans denominated in euro, €5,000,000 or a whole multiple
of €1,000,000 in excess thereof.  Upon
receipt of any such notice from a Borrower, the Administrative Agent shall
promptly notify each Multicurrency Lender thereof.  Each Multicurrency Lender will make its
Multicurrency Percentage of the amount of each borrowing of Multicurrency Loans
available to the Administrative Agent for the



 44
 









account
of the relevant Borrower at the relevant Funding Office prior to 12:00 Noon,
New York City time (in the case of Multicurrency Loans denominated in Dollars),
or prior to 12:00 Noon, London time (in the case of Multicurrency Loans
denominated in euro), on the Borrowing Date requested by the relevant Borrower
in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to
the relevant Borrower by the Administrative Agent in like funds as received by
the Administrative Agent.


3.7.                              Certain Prepayments.  If,
on the date on which the interest rate is to be determined for any Interest
Period in respect of a Eurocurrency Loan under the Multicurrency Facility, the
amount of the Total Multicurrency Extensions of Credit exceeds 105% of the
Total Multicurrency Commitments, the Primary Borrower shall, or shall cause the
relevant Borrower to, as soon as practicable and in any event within three
Business Days after such date, prepay outstanding Multicurrency Loans in an
amount so that after giving effect to any such prepayments, the amount of the
Total Multicurrency Extensions of Credit does not exceed the Total Multicurrency
Commitments.


SECTION
4.    LETTERS
OF CREDIT


4.1.                              L/C Commitment. 
(a) Prior to the Amendment and Restatement Effective Date, the Existing
Issuing Lender has issued the Existing Letters of Credit under the Existing
Credit Agreement which, from and after the Amendment and Restatement Effective
Date, shall constitute Letters of Credit hereunder.  Subject to the terms and conditions hereof,
each Issuing Lender, in reliance on the agreements of the other Revolving Credit
Lenders set forth in Section 4.4(a), agrees to issue letters of credit (the
letters of credit issued on and after the Amendment and Restatement Effective
Date pursuant to this Section 4, together with the Existing Letters of Credit,
collectively, the “Letters of Credit”) for the account of any Borrower
on any Business Day during the Revolving Facilities Commitment Period in such
form as may be approved from time to time by such Issuing Lender; provided,
that no Issuing Lender shall have any obligation to issue any Letter of Credit
if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate amount of the Available Revolving
Credit Commitments would be less than zero. 
Each Letter of Credit shall (i) be denominated in Dollars and (ii)
expire no later than the earlier of (x) the first anniversary of its date of
issuance and (y) the date which is five Business Days prior to the Revolving
Facilities Termination Date, provided that any Letter of Credit with a one-year
term may provide for the renewal thereof for additional one-year periods (which
shall in no event extend beyond the date referred to in clause (y) above).


(b)
No Issuing Lender shall
at any time be obligated to issue any Letter of Credit hereunder if such
issuance would conflict with, or cause such Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of Law.


4.2.                              Procedure for Issuance of Letter of Credit.  Any
Borrower may from time to time request that an Issuing Lender issue a Letter of
Credit by delivering to such Issuing Lender at its address for notices
specified herein an Application therefor, completed to the reasonable
satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as such Issuing Lender may request.  Upon receipt of any Application, an Issuing
Lender will process such Application and the certificates, documents and other
papers



 45
 









and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby by issuing the original of such Letter of Credit to the beneficiary
thereof or as otherwise may be agreed to by such Issuing Lender and the
relevant Borrower (but in no event shall any Issuing Lender be required to
issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and
other papers and information relating thereto). 
Promptly after issuance by an Issuing Lender of a Letter of Credit, such
Issuing Lender shall furnish a copy of such Letter of Credit to the relevant
Borrower.  Each Issuing Lender shall
promptly furnish to the Administrative Agent, notice of the issuance of each
Letter of Credit issued by it (including the amount thereof).


4.3.                              Fees and Other Charges. 
(a) Each Borrower will pay a fee on the aggregate daily average drawable
amount of all outstanding Letters of Credit issued for such Borrower’s account
at a per annum rate equal to the Applicable Margin then in effect with respect
to Eurocurrency Loans under the Revolving Credit Facility, shared ratably among
the Revolving Credit Lenders in accordance with their respective Revolving
Credit Percentages and payable quarterly in arrears on each L/C Fee Payment
Date after the issuance date of any such Letter of Credit.  In addition, each Borrower shall pay to the
relevant Issuing Lender for its own account a fronting fee on the aggregate
daily average drawable amount of all outstanding Letters of Credit issued for
such Borrower’s account by such Issuing Lender of an amount to be agreed upon
by the relevant Borrower and the relevant Issuing Lender, payable on such terms
as are agreed to by such Borrower and the Issuing Lender.


(b)
In addition to the
foregoing fees, each Borrower shall pay or reimburse each Issuing Lender for
such normal and customary costs and expenses as are incurred or charged by such
Issuing Lender in issuing, negotiating, effecting payment under, amending or
otherwise administering any Letter of Credit issued for such Borrower’s
account.


4.4.                              L/C Participations. 
(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce each Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from each Issuing Lender, on the
terms and conditions hereinafter stated, for such L/C Participant’s own account
and risk an undivided interest equal to such L/C Participant’s Revolving Credit
Percentage in each Issuing Lender’s obligations and rights under each Letter of
Credit issued by such Issuing Lender hereunder and the amount of each draft
paid by such Issuing Lender thereunder. 
Each L/C Participant unconditionally and irrevocably agrees with each
Issuing Lender that, if a draft is paid under any Letter of Credit issued by
such Issuing Lender for which such Issuing Lender is not reimbursed in full by
the relevant Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s
address for notices specified herein an amount equal to such L/C Participant’s
Revolving Credit Percentage of the amount of such draft, or any part thereof,
that is not so reimbursed.


(b)
If any amount required to
be paid by any L/C Participant to an Issuing Lender pursuant to Section 4.4(a) in respect of any unreimbursed portion of
any payment made by such Issuing Lender under any Letter of Credit is not paid
to such Issuing Lender within three Business Days after the date such payment
is due, such L/C Participant shall pay to such Issuing



 46
 









Lender on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds
Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to such
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any
L/C Participant pursuant to Section 4.4(a) is not made available to such Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Credit Facility.  A certificate of such Issuing Lender
submitted to any L/C Participant with respect to any such amounts owing under
this Section shall be conclusive in the absence of manifest error.


(c)
Whenever, at any time
after an Issuing Lender has made payment under any Letter of Credit and has
received from any L/C Participant its pro  rata share of such
payment in accordance with Section 4.4(a), such Issuing Lender receives any payment related to such Letter of
Credit (whether directly from a Borrower or otherwise, including proceeds of
collateral applied thereto by such Issuing Lender), or any payment of interest
on account thereof, such Issuing Lender will distribute to such L/C Participant
its pro  rata share thereof; provided, however, that
in the event that any such payment received by such Issuing Lender shall be
required to be returned by such Issuing Lender, such L/C Participant shall
return to such Issuing Lender the portion thereof previously distributed by
such Issuing Lender to it.


4.5.                              Reimbursement Obligation of the Borrowers.  Each
Borrower agrees to reimburse each Issuing Lender for the amount of (a) such
draft so paid and (b) any Other Taxes or expenses incurred by such Issuing
Lender in connection with such payment (the amounts described in the foregoing
clauses (a) and (b) in respect of any drawing, collectively, the “Payment
Amount”), on the Business Day that such Borrower receives notice of such
draft, if such notice is received on such day (or if such Borrower shall have
received such notice later than 10:00 A.M. New York City time on such Business
Day, on the immediately following Business Day).  Each such payment shall be made to such
Issuing Lender at its address for notices specified herein in Dollars and in
immediately available funds.  Interest
shall be payable on each Payment Amount from the date of the applicable drawing
until payment in full at the rate set forth in (i) until the second Business
Day following the date of the applicable drawing, Section 5.8(b) and (ii)
thereafter, Section 5.8(c).  Each drawing
under any Letter of Credit shall (unless an event of the type described in
Section 10(g), (h) or (i) shall have occurred and be continuing with respect to
the Borrower for whose account such Letter of Credit was issued, in which case
the procedures specified in Section 4.4(a) for funding by L/C Participants shall apply) constitute a request by
such Borrower to the Administrative Agent for a borrowing pursuant to Section
3.2 of Base Rate Loans in the amount of such drawing.  The Borrowing Date with respect to such
borrowing shall be the first date on which a borrowing of Revolving Credit
Loans could be made, pursuant to Section 3.2, if the Administrative Agent had
received a notice of such borrowing at the time the Administrative Agent
receives notice from the relevant Issuing Lender of such drawing under such
Letter of Credit.


4.6.                              Obligations Absolute.  Each
Borrower’s obligations under this Section 4 shall be absolute and unconditional
under any and all circumstances and irrespective of any



 47
 









setoff,
counterclaim or defense to payment that any Borrower may have or have had
against any Issuing Lender, any beneficiary of a Letter of Credit or any other
Person.  Each Borrower also agrees with
each Issuing Lender that such Issuing Lender shall not be responsible for, and
such Borrower’s Reimbursement Obligations under Section 4.5 shall not be
affected by, among other things, the validity or genuineness of documents or of
any endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among any Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of any Borrower against
any beneficiary of such Letter of Credit or any such transferee.  No Issuing Lender shall be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions found to have resulted from the gross
negligence or willful misconduct of such Issuing Lender.  Each Borrower agrees that any action taken or
omitted by an Issuing Lender under or in connection with any Letter of Credit
issued by it for such Borrower’s account, or the related drafts or documents,
if done in the absence of gross negligence or willful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York, shall be binding on such Borrower and shall not
result in any liability of such Issuing Lender to such Borrower.


4.7.                              Letter of Credit Payments.  If
any draft shall be presented for payment under any Letter of Credit, the
relevant Issuing Lender shall promptly notify the relevant Borrower of the date
and amount thereof.  The responsibility
of the relevant Issuing Lender to the relevant Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to
any payment obligation expressly provided for in such Letter of Credit issued
by such Issuing Lender, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.


4.8.                              Applications.  To
the extent that any provision of any Application related to any Letter of
Credit is inconsistent with the provisions of this Section 4, the provisions of
this Section 4 shall apply.


SECTION
5.    CERTAIN
PROVISIONS APPLICABLE TO

THE LOANS AND THE LETTERS OF CREDIT


5.1.                              Repayment of Loans; Evidence of Debt. 
(a) Each Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate Lender (i) the then unpaid
principal amount of each Revolving Credit Loan and each Multicurrency Loan made
by such Lender to such Borrower, on the Revolving Facilities Termination Date
(or on such earlier date on which the Loans become due and payable pursuant to
Section 10) and (ii) the principal amount of the Tranche B Term Loan made by
such Lender to such Borrower, in installments according to the amortization
schedule set forth in Section 2.3 (or on such earlier date on which the Loans
become due and payable pursuant to Section 10). 
Each Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans made to it from time to time outstanding from the
date of such Loans until payment in full thereof at the rates per annum, and on
the dates, set forth in Section 5.8.



 48
 









(b) Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing indebtedness of each Borrower
to such Lender resulting from each Loan of such Lender to such Borrower from
time to time, including the amounts of principal and interest payable and paid
to such Lender from time to time under this Agreement.


(c)
The Administrative Agent,
on behalf of each Borrower, shall maintain the Register pursuant to Section 10,
and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made or continued hereunder and any Note evidencing such
Loan, the Type of such Loan and each Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder and (iii) both the amount
of any sum received by the Administrative Agent hereunder from each Borrower
and each Lender’s share thereof.


(d)
The entries made in the
Register and the accounts of each Lender maintained pursuant to Section 5.1(b)
shall, to the extent permitted by applicable law, be prima  facie
evidence of the existence and amounts of the obligations of each Borrower
therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain the Register or any such account, or
any error therein, shall not in any manner affect the obligation of any
Borrower to repay (with applicable interest) the Loans made to such Borrower by
such Lender in accordance with the terms of this Agreement.


(e)
Each Borrower agrees
that, upon the request to the Administrative Agent by any Lender, such Borrower
will execute and deliver to such Lender a promissory note of such Borrower
evidencing any Tranche B Term Loans or Revolving Credit Loans, as the case may
be, of such Lender, substantially in the forms of Exhibit G-1 or G-2,
respectively, with appropriate insertions as to date and principal amount.


5.2.                              Commitment
Fees, Etc.  (a) The Primary Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender a
commitment fee for the period from and including the Amendment and Restatement
Effective Date to the last day of the Revolving Facilities Commitment Period,
computed at the Commitment Fee Rate on the average daily amount of the
Available Revolving Credit Commitment of such Lender during the period for
which payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the Revolving Facilities Termination
Date, commencing on the first of such dates to occur after the date hereof.


(b)
The Primary Borrower agrees to pay to the Administrative Agent for the
account of each Multicurrency Lender a commitment fee for the period from and
including the Amendment and Restatement Effective Date to the last day of the
Revolving Facilities Commitment Period, computed at the Commitment Fee Rate on
the average daily amount of the Available Multicurrency Commitment of such
Lender during the period for which payment is made, payable quarterly in
arrears on the last day of each March, June, September and December and on the
Revolving Facilities Termination Date, commencing on the first of such dates to
occur after the date hereof.



 49
 









(c)
The Primary Borrower agrees
to pay to the Administrative Agent the fees in the amounts and on the dates
from time to time agreed to in writing by the Primary Borrower and the
Administrative Agent.


5.3.                              Termination or Reduction of Revolving
Credit Commitments; Multicurrency Commitments.  (a) The
Primary Borrower shall have the right, upon not less than three Business Days’
notice to the Administrative Agent, to terminate the Revolving Credit
Commitments or, from time to time, to reduce the aggregate amount of the
Revolving Credit Commitments; provided, that such termination or
reduction of Revolving Credit Commitments shall be permitted only to the extent
that, after giving effect thereto and to any prepayments of the Revolving
Credit Loans or Swing Line Loans made on the effective date thereof, the Total
Revolving Extensions of Credit do not exceed the Total Revolving Credit
Commitments.  Any such reduction shall be
in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce
permanently the Revolving Credit Commitments then in effect.


(b) The Primary Borrower shall have the right, upon not
less than three Business Days’ notice to the Administrative Agent, to terminate
the Multicurrency Commitments or, from time to time, to reduce the aggregate
amount of the Multicurrency Commitments; provided that such termination
or reduction of Multicurrency Commitments shall be permitted only to the extent
that, after giving effect thereto and to any prepayments of the Multicurrency
Loans made on the effective date thereof, the Total Multicurrency Extensions of
Credit do not exceed the Total Multicurrency Commitments.  Any such reduction shall be in an amount
equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the
Multicurrency Commitments then in effect.


5.4.                              Optional Prepayments.  Any
Borrower may at any time and from time to time prepay the Loans made to it, in
whole or in part, without premium or penalty (except as otherwise provided in
Section 5.11(b)), upon irrevocable notice delivered to the Administrative Agent
at least three Business Days prior thereto in the case of Eurocurrency Loans
and at least one Business Day prior thereto in the case of Base Rate Loans,
which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurocurrency Loans or Base Rate Loans; provided, that
(a) if a Eurocurrency Loan is prepaid on any day other than the last day of the
Interest Period applicable thereto, the relevant Borrower shall also pay any
amounts owing pursuant to Section 5.14 and (b) no prior notice is required for
the prepayment of Swing Line Loans.  Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.  If any such
notice is given, the amount specified in such notice shall be due and payable
on the date specified therein, together with (except in the case of Revolving
Credit Loans that are Base Rate Loans, Multicurrency Loans that are Base Rate
Loans and Swing Line Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Loans (other than
Swing Line Loans) shall be in an aggregate principal amount of $1,000,000 or a
whole multiple thereof (in the case of Loans denominated in Dollars) or
€1,000,000 or a whole multiple thereof (in the case of Loans denominated in
euro).  Partial prepayments of Swing Line
Loans shall be in an aggregate principal amount of $100,000 or a whole multiple
thereof.


5.5.                              Mandatory
Prepayments and Commitment Reductions.  (a) If any
Indebtedness shall be incurred by Holdings or any of its Subsidiaries
(excluding any



 50
 









Indebtedness permitted by
Section 9.2), then, on the date of such incurrence the Loans shall be prepaid,
by an amount equal to the amount of the Net Cash Proceeds of such incurrence,
as set forth in Section 5.5(d), together with any amounts required by Section 5.11(b).


(b)
If on any date Holdings
or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale
or Recovery Event, the Loans shall be prepaid, on or before the date which is
30 days following the date of receipt of such Net Cash Proceeds, by an amount
equal to the amount of such Net Cash Proceeds, as set forth in Section 5.5(d); provided
that, notwithstanding the foregoing:


(i)                                     no prepayment of the Loans shall be required
to be made under this Section 5.5(b) in respect of the Net Cash Proceeds
received by Holdings or any of its Subsidiaries from any Asset Sale or Recovery
Event in respect of which a Reinvestment Notice has been delivered (or is
delivered within 30 days), so long as, on each Reinvestment Prepayment Date,
the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Asset Sale or Recovery Event, as set forth
in Section 5.5(d) and


(ii)                                  no prepayment of the Loans shall be required
to be made under this Section 5.5(b) in respect of $500,000,000 in the
aggregate of Net Cash Proceeds received by Holdings or any of its Subsidiaries
from any Asset Sale or Recovery Event in respect of which a Restricted Payment
Notice has been delivered that specifies the amount of such Net Cash Proceeds
to be applied by Parent in respect of the PIERS Repurchase or refinancing or
repayment of Indebtedness under any Indenture of Parent, as applicable, so long
as, on each Restricted Payment Prepayment Date, the Loans shall be prepaid by
an amount equal to the Restricted Payment Prepayment Amount with respect to the
relevant Asset Sale or Recovery Event as set forth in Section 5.5(d).


(c)
Subject to the last
sentence of this paragraph, if, for any fiscal year of Holdings commencing with
the fiscal year ending December 31, 2007, there shall be Excess Cash Flow,
then, on the relevant Excess Cash Flow Application Date, the Tranche B Term
Loans shall be prepaid by an amount equal to 50% of such Excess Cash Flow, as
set forth in Section 5.5(d).  Each such
prepayment shall be made on a date (an “Excess Cash Flow Application Date”)
no later than ten days after the earlier of (i) the date on which the financial
statements of Holdings referred to in Section 8.1, for the fiscal year with
respect to which such prepayment is made, are required to be delivered to the
Lenders and (ii) the date such financial statements are actually
delivered.  No prepayment shall be
required pursuant to this paragraph (c) in respect of any fiscal year if the
Consolidated Leverage Ratio at the end of such fiscal year was less than 3.5 to
1.0.


(d)
Amounts to be applied in
connection with prepayments made pursuant to this Section shall be applied, first,
to the prepayment of the Tranche B Term Loans and, second, after the
Tranche B Term Loans have been prepaid in full, to prepay the Revolving Credit
Loans, Multicurrency Loans and/or Swing Line Loans pro  rata
according to the respective Revolving Credit Percentages and Multicurrency
Percentages of the relevant Lender (in each case without any corresponding
reduction of the Commitments hereunder). 
The application of any



 51
 









prepayment of Loans under any Facility
pursuant to this Section shall be made, first, to Base Rate Loans under such
Facility and, second, to Eurocurrency Loans under such Facility.  Each prepayment of the Loans under this
Section (except in the case of Revolving Credit Loans and Multicurrency Loans
that are Base Rate Loans and Swing Line Loans) shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.  Pending the final application of Net Cash
Proceeds, the Borrowers may temporarily prepay outstanding Revolving Credit
Loans, Multicurrency Loans and/or Swing Line Loans or otherwise make Permitted
Investments.


Notwithstanding any of
the other provisions of this Section 5.5, so long as no Event of Default shall
have occurred and be continuing, if any prepayment of Eurocurrency Loans is
required to be made under this Section 5.5, prior to the last day of the
Interest Period therefor and less than three months are remaining in such
Interest Period, in lieu of making any payment pursuant to this Section 5.5 in
respect of any such Eurocurrency Loan prior to the last day of the Interest
Period therefor, the relevant Borrower may, in its sole discretion, deposit the
amount of any such prepayment otherwise required to be made thereunder into a
cash collateral account maintained with the Administrative Agent until the last
day of such Interest Period, at which time the Administrative Agent shall be
authorized (without any further action by or notice to or from the Borrowers or
any other Loan Party) to apply such amount to the prepayment of such Loans in
accordance with this Section 5.5.  Upon
the occurrence and during the continuance of any Event of Default, the
Administrative Agent shall also be authorized (without any further action by or
notice to or from the Borrowers or any other Loan Party) to apply such amount
to the prepayment of the outstanding Loans in accordance with the relevant
provisions of this Section 5.5.


5.6.                              Conversion and Continuation Options. 
(a) Any Borrower may elect from time to time to convert Eurocurrency
Loans of such Borrower under any Facility denominated in Dollars to Base Rate
Loans under such Facility by giving the Administrative Agent at least two
Business Days’ prior irrevocable notice of such election, provided that
any such conversion of Eurocurrency Loans may be made only on the last day of
an Interest Period with respect thereto. 
Any Borrower may elect from time to time to convert Base Rate Loans
under any Facility to Eurocurrency Loans in Dollars under such Facility by
giving the Administrative Agent at least three Business Days’ prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest Period therefor), provided that no Base Rate Loan under a
particular Facility may be converted into a Eurocurrency Loan (i) when any
Event of Default has occurred and is continuing and the Administrative Agent
has, or the Majority Term Lenders or the Majority Facilities Lenders, as
applicable, have determined in its or their sole discretion not to permit such
conversions or (ii) after the date that is one month prior to the final
scheduled termination or maturity date of such Facility.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.


(b)
Any Borrower may elect to
continue any Eurocurrency Loan under any Facility as Eurocurrency Loans in the
same currency under such Facility upon the expiration of the then current
Interest Period with respect thereto by giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term “Interest
Period” set forth in Section 1.1, of the length of the next Interest Period
to be applicable to such Loans, provided that no Eurocurrency Loan under
a particular Facility may be continued as such (i)



 52
 









when any Event of Default has occurred and is
continuing and the Administrative Agent has, or the Majority Term Lenders or
the Majority Revolving Facilities Lenders, as applicable, have determined in
its or their sole discretion not to permit such continuations or (ii) after the
date that is one month prior to the final scheduled termination or maturity
date of such Facility, and provided, further, that if the
relevant Borrower shall fail to give any required notice as described above in
this paragraph or if such continuation is not permitted pursuant to the
preceding proviso, such Loans (A) in the case of Loans in Dollars, shall be
converted automatically to Base Rate Loans on the last day of such then
expiring Interest Period and (B) in the case of Loans in euro, shall be
continued for Interest Periods of one month or such shorter duration as the
Administrative Agent shall select.  Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.


5.7.                              Minimum Amounts and Maximum Number of
Eurocurrency Tranches.  Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions, continuations and
optional prepayments of Eurocurrency Loans and all selections of Interest
Periods shall be in such amounts and be made pursuant to such elections so
that, (a) after giving effect thereto, the aggregate principal amount of the
Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof, in the case of
Eurocurrency Loans denominated in Dollars, or €5,000,000 or a whole multiple of
€1,000,000 in excess thereof, in the case of Eurocurrency Loans denominated in
euro, and (b) no more than 12 Eurocurrency Tranches shall be outstanding at any
one time.


5.8.                              Interest Rates and Payment Dates. 
(a) Each Eurocurrency Loan under each Facility shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum
equal to the Eurocurrency Rate determined for such day plus the Applicable
Margin for such Facility.


(b)
Each Base Rate Loan under
each Facility shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin for such Facility.


(c)
(i) If all or a
portion of the principal amount of any Loan or Reimbursement Obligation shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), all outstanding Loans and Reimbursement Obligations (whether or not
overdue) shall bear interest at a rate per annum that is equal to (x) in the
case of the Loans, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section plus 2% or (y) in the case
of Reimbursement Obligations, the rate applicable to Base Rate Loans under the
Revolving Credit Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to Base Rate
Loans under the relevant Facility plus 2% (or, in the case of any such
other amounts that do not relate to a particular Facility, the rate then
applicable to Base Rate Loans under the Revolving Credit Facility plus
2%), in each case, with respect to clauses (i) and (ii) above, from the date of
such non-payment until such amount is paid in full (after as well as before
judgment).



 53
 









(d)
Interest shall be payable
in arrears on each Interest Payment Date, provided that interest accruing
pursuant to paragraph (c) of this Section shall be payable from time to time on
demand.


5.9.                              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, except
that, with respect to Base Rate Loans on which interest is calculated on the
basis of the Prime Rate, the interest thereon shall be calculated on the basis
of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as
practicable notify the relevant Borrower and the relevant Lenders of each
determination of a Eurocurrency Rate. 
Any change in the interest rate on a Loan resulting from a change in the
Base Rate or the Eurocurrency Reserve Requirements shall become effective as of
the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as
practicable notify the relevant Borrower and the relevant Lenders of the
effective date and the amount of each such change in interest rate.


(b)
Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
each Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the
request of the relevant Borrower, deliver to such Borrower a statement showing
the quotations used by the Administrative Agent in determining any interest
rate pursuant to Section 5.8(a).


5.10.                        Inability to Determine Interest Rate. 
If prior to the first day of any Interest Period:


(a) the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the relevant
Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurocurrency
Rate for the relevant currency for such Interest Period, or


(b) the Administrative Agent shall have received
notice from the Majority Term Lenders or the Majority Revolving Facilities
Lenders, as applicable, that the Eurocurrency Rate for the relevant currency
determined or to be determined for such Interest Period will not adequately and
fairly reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Loans during such Interest
Period,


the Administrative Agent
shall give telecopy or telephonic notice thereof to the relevant Borrower and
the relevant Lenders as soon as practicable thereafter.  If such notice is given (x)(i) any
Eurocurrency Loans denominated in Dollars under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate
Loans, and (ii) any Eurocurrency Loans denominated in euro under the relevant
Facility requested to be made on the first day of such Interest Period shall be
made at the rate determined by the Administrative Agent as its cost of funding
such Loans plus the Applicable Margin for Eurocurrency Loans under such
Facility, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurocurrency Loans shall
be continued as Base Rate Loans and (z)(i) any outstanding Eurocurrency Loans
denominated in Dollars under the relevant Facility



 54
 









shall be converted, on
the last day of the then current Interest Period with respect thereto, to Base
Rate Loans and (ii) any Eurocurrency Loans denominated in euro shall be repaid
on the last day of the current Interest Period and may be reborrowed in Dollars
in accordance with the provisions of Section 3.2.  Until such notice has been withdrawn by the
Administrative Agent, no further Eurocurrency Loans under the relevant Facility
shall be made or continued as such, nor shall any Borrower have the right to
convert Loans under the relevant Facility to Eurocurrency Loans.


5.11.                        Pro Rata Treatment and Payments. 
(a) Each borrowing (other than the borrowing of Optional Term Loans) by
any Borrower from the Lenders hereunder, each payment by any Borrower on
account of any commitment fee or Letter of Credit fee, and any reduction of the
Commitments of the Lenders, shall be made pro  rata according to
the respective Tranche B Term Loan Percentages, Multicurrency Percentages or
Revolving Credit Percentages, as the case may be, of the relevant Lenders.


(b)
Except as provided in
Section 5.11(d), each payment (including each prepayment) of the Tranche B Term
Loans shall be allocated among the Tranche B Term Loan Lenders holding such
Tranche B Term Loans pro  rata based on the principal amount of
Tranche B Term Loans held by such Tranche B Term Loan Lenders, and shall be
applied to the installments of such Tranche B Term Loans pro  rata
based on the remaining outstanding principal amount of such installments.  Amounts prepaid on account of the Tranche B
Term Loans may not be reborrowed.  All
prepayments of the Tranche B Term Loans effected on or prior to the first
anniversary of the Amendment and Restatement Effective Date with the proceeds
of a substantially concurrent borrowing or repricing of loans under any secured
credit facilities pursuant to this Agreement or otherwise (excluding a
refinancing of all of the Loans outstanding under this Agreement in connection
with another transaction not permitted by this Agreement (as determined prior
to giving effect to any amendment or waiver of this Agreement being adopted in
connection with such transaction), provided that the primary purpose of such
transaction is not to refinance Indebtedness hereunder at an Applicable Margin
or similar interest rate spread more favorable to the Borrowers), shall be
accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such
prepayments if the Applicable Margin or similar interest rate spread applicable
to such new loans is or, upon the satisfaction of certain conditions, would be
less than the Applicable Margin applicable to the Tranche B Term Loans as of
the date hereof.


(c)
Each payment (including
each prepayment) by any Borrower on account of principal of and interest on the
Revolving Credit Loans or the Multicurrency Loans shall be made pro  rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans or Multicurrency Loans, as the case may be, then held by the
Lenders.  Each payment in respect of
Reimbursement Obligations in respect of any Letter of Credit shall be made to
the Issuing Lender that issued such Letters of Credit.  In relation to the payment of any amount of
euro, such amount shall be made available to the Administrative Agent in
immediately available, freely transferable, cleared funds to such account with
such bank in London as the Administrative Agent shall from time to time
nominate for this purpose.


(d)
Notwithstanding anything
to the contrary in Sections 5.5 or 5.11, so long as any of the Revolving
Facilities Commitments are in effect, each Tranche B Term Loan Lender may, at
its option, decline all or any portion of any mandatory payment applicable to
the Tranche



 55
 









B Term Loan of such Lender; accordingly, with
respect to the amount of any mandatory prepayment described in Section 5.5 that
is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment
Amount”), at any time when any of the Revolving Facilities Commitments are
in effect, Holdings will, in lieu of applying such amount to the prepayment of
Tranche B Term Loans, as provided in Section 5.5(d), on the date specified in
Section 5.5 for such prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) requesting that the Administrative Agent
prepare and provide to each Tranche B Term Loan Lender a notice (each, a “Prepayment
Option Notice”) as described below. 
As promptly as practicable after receiving such notice from Holdings,
the Administrative Agent will send to each Tranche B Term Loan Lender a
Prepayment Option Notice, which shall be in the form of Exhibit H, and shall
include an offer by Holdings to cause the Primary Borrower to prepay on the
date (each a “Prepayment Date”) that is 2 Business Days after the date
of the Prepayment Option Notice, the Tranche B Term Loan of such Lender by an
amount equal to the portion of the Prepayment Amount indicated in such Lender’s
Prepayment Option Notice as being applicable to such Lender’s Tranche B Term
Loan.  On the Prepayment Date, (i) the
Primary Borrower shall pay to the Administrative Agent the aggregate amount
necessary to prepay that portion of the outstanding Tranche B Term Loans in
respect of which Tranche B Term Loan Lenders have accepted prepayment as
described above (such Lenders, the “Accepting Lenders”), and such amount
shall be applied to reduce the Tranche B Prepayment Amounts, as applicable,
with respect to each Accepting Lender, (ii) the Primary Borrower shall pay to
the Administrative Agent an amount equal to 50% of the portion of the Tranche B
Prepayment Amount not accepted by the Tranche B Term Loan Lenders (or, if the
aggregate outstanding principal amount of Revolving Credit Loans, Multicurrency
Loans and Swing Line Loans is less than such portion, such lesser amount), and
the outstanding Revolving Credit Loans, Multicurrency Loans and Swing Line
Loans shall be automatically prepaid by such amount, pro  rata
according to the respective Revolving Credit Percentages and Multicurrency
Percentages of the relevant Lender (but without any corresponding permanent
reduction in any of the Revolving Facilities Commitments), and (iii) the
Primary Borrower shall be entitled to retain the remaining portion of the
Tranche B Prepayment Amount not accepted by the Tranche B Term Loan Lenders
(the “Declined Proceeds”).


(e)
All payments (including
prepayments) to be made by any Borrower 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, local time in the city of
the relevant Payment Office, on the due date thereof to the Administrative
Agent, for the account of the Lenders, at the relevant Payment Office, in
Dollars (or in euro, in the case of payments of principal or interest in
respect of Loans denominated in euro) and in immediately available funds.  Any payment made by the Borrower after 12:00
Noon, local time in the city of the relevant Payment Office, on any Business
Day shall be deemed to have been made on the next following Business Day. The
Administrative Agent shall distribute such payments to the Lenders entitled
thereto promptly upon receipt in like funds as received.  If any payment hereunder (other than payments
on the Eurocurrency Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day.  If any payment on a Eurocurrency
Loan becomes due and payable on a day other than a Business Day, the maturity
thereof shall be extended to the next succeeding Business Day unless the result
of such extension would be to extend such payment into another calendar month,
in which event such payment shall be made on the immediately preceding Business
Day.  In the case of any



 56
 









extension of any payment of principal
pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.


(f)
Unless the Administrative
Agent shall have been notified in writing by any Lender prior to a borrowing
that such Lender will not make the amount that would constitute its share of
such borrowing available to the Administrative Agent, the Administrative Agent
may assume that such Lender is making such amount available to the
Administrative Agent, and the Administrative Agent may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding
amount.  If such amount is not made
available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate (in the case of amounts in Dollars) or at the rate
determined by the Administrative Agent as its cost of funding such amounts (in the
case of amounts in euro), in each case for the period until such Lender makes
such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this paragraph
shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is
not made available to the Administrative Agent by such Lender within three
Business Days after such Borrowing Date, the Administrative Agent shall also be
entitled to recover such amount (but only to the extent theretofore made
available by it to the relevant Borrower) with interest thereon at the rate per
annum applicable to Base Rate Loans under the relevant Facility (in the case of
Loans denominated in Dollars) or the rate determined by the Administrative
Agent as its cost of funding such amounts, plus the Applicable Margin
for Eurocurrency Loans under such Facility (in the case of Loans denominated in
euro) on demand, from the relevant Borrower.


(g)
Unless the Administrative
Agent shall have been notified in writing by the relevant Borrower prior to the
date of any payment due to be made by such Borrower hereunder that the Borrower
will not make such payment to the Administrative Agent, the Administrative
Agent may assume that such Borrower is making such payment, and the
Administrative Agent may, but shall not be required to, in reliance upon such
assumption, make available to the Lenders their respective pro  rata
shares of a corresponding amount.  If
such payment is not made to the Administrative Agent by such Borrower within
three Business Days after such due date, the Administrative Agent shall be
entitled to recover, on demand, from each Lender to which any amount was made
available pursuant to the preceding sentence, such amount with interest thereon
at the rate per annum equal to the daily average Federal Funds Effective Rate
(in the case of Loans denominated in Dollars) or the rate determined by the
Administrative Agent as its cost of funding such amounts, plus the
Applicable Margin for Eurocurrency Loans under such Facility (in the case of
Loans denominated in euro).  Nothing
herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against any Borrower.


(h)
In the event that (i) a
Borrower gives notice to the Administrative Agent that (A) such Borrower
intends to make a borrowing under Section 3.6 of Multicurrency Loans
denominated in euro, (B) such Borrower intends, on the requested Borrowing Date
for such Eurocurrency Loans, to prepay under Section 5.4 Multicurrency Loans
denominated in Dollars and (C) after giving effect to such borrowing and
prepayment, the Available Multicurrency Commitment shall not be less than zero,
and (ii) if (after giving effect to such requested Multicurrency Loans, but
before giving effect to such prepayment) the Available Multicurrency



 57
 









Commitment shall be less than zero, the
Administrative Agent may, in reliance on the foregoing notice, make available
to such Borrower the amount of such requested Multicurrency Loans; provided,
however, that, in the event that such Borrower fails to make such
prepayment on the requested Borrowing Date, such Borrower shall, without notice
or demand, immediately prepay the Multicurrency Loans made to it in an
aggregate principal amount equal to the amount by which the aggregate
Multicurrency Extensions of Credit exceeds the aggregate Multicurrency
Commitments then in effect, together with interest accrued to the date of such
prepayment and any amounts payable under Section 5.14.


(i)             A payment shall be deemed to have been made
by the Administrative Agent on the date on which it is required to be made
under this Agreement if the Administrative Agent has, on or before that date,
taken all relevant steps to make that payment. 
With respect to the payment of any amount denominated in euro, the
Administrative Agent shall not be liable to any Borrower or any of the Lenders
in any way whatsoever for any delay, or the consequences of any delay, in the
crediting to any account of any amount required by this Agreement to be paid by
the Administrative Agent if the Administrative Agent shall have taken all
relevant steps to achieve, on the date required by this Agreement, the payment
of such amount in immediately available, freely transferable, cleared funds in
the euro unit to the account with the bank in the principal financial center in
the Participating Member State which the relevant Borrower or, as the case may
be, any Lender shall have specified for such purpose.  In this paragraph (i), “all relevant steps”
means all such steps as may be prescribed from time to time by the regulations
or operating procedures of such clearing or settlement system as the
Administrative Agent may from time to time determine for the purpose of
clearing or settling payments of euro.


5.12.                        Requirements of Law. 
(a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:


(i)                                     shall subject any Lender to any tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit, any
Application or any Eurocurrency Loan made by it, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-Excluded
Taxes and changes in the rate of tax on the overall net income of such Lender);


(ii)                                  shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances,
loans or other extensions of credit by, or any other acquisition of funds by,
any office of such Lender that is not otherwise included in the determination
of the Eurocurrency Rate hereunder; or


(iii)                               shall impose on such Lender any other condition;


and the result of any of
the foregoing is to increase the cost to such Lender, by an amount which such
Lender reasonably deems to be material, of making, converting into, continuing
or maintaining Eurocurrency Loans or issuing or participating in Letters of
Credit, or to reduce any



 58
 









amount receivable
hereunder in respect thereof, then, in any such case, the Primary Borrower
shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable.  If any Lender becomes
entitled to claim any additional amounts pursuant to this Section, it shall
promptly notify the Primary Borrower (with a copy to the Administrative Agent)
of the event by reason of which it has become so entitled.  No amount shall be payable pursuant to this
Section 5.12 with respect to taxes, except to the extent the amount would be
payable pursuant to, and subject to the requirements of, Section 5.13.


(b) If any Lender shall have determined that the adoption
of or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender’s or such corporation’s capital as a
consequence of its obligations hereunder or under or in respect of any Letter
of Credit to a level below that which such Lender or such corporation could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, after submission by such Lender to the Primary Borrower (with a
copy to the Administrative Agent) of a written request therefor, the Primary
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such corporation for such reduction.


(c) A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender to the Primary Borrower (with
a copy to the Administrative Agent) shall be conclusive in the absence of
manifest error.  The obligations of the
Primary Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


(d) The Primary Borrower shall not be required to
compensate a Lender pursuant to Section 5.12 for any such increased cost or
reduction incurred more than 180 days prior to the date that such Lender
demands, or notifies the Primary Borrower of its intention to demand,
compensation therefor, provided that, if the circumstance giving rise to such increased
cost or reduction is retroactive, then such 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.


5.13.                        Taxes.  (a) All payments made by any Borrower under this Agreement
shall be made free and clear of, and without deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority,
excluding net income taxes and franchise taxes (imposed in lieu of net income
taxes) imposed on any Agent, Lender or Transferee as a result of a present or
former connection between such Agent, Lender or Transferee and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from such Agent’s, Lender’s or Transferee’s having executed, delivered
or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). 
If any such non-excluded taxes, levies,



 59
 









imposts, duties, charges,
fees, deductions or withholdings other than such excluded net income and
franchise taxes (“Non-Excluded Taxes”) or any Other Taxes are required
to be withheld from any amounts payable to any Agent, Lender or Transferee
hereunder, the amounts so payable to such Agent, Lender or Transferee shall be
increased to the extent necessary to yield to such Agent, Lender or Transferee
(after payment of all Non-Excluded Taxes or Other Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in
this Agreement; provided, however, that no Borrower shall be
required to increase any such amounts payable to any Agent, Lender or
Transferee with respect to any Non-Excluded Taxes (i) that are attributable to
any extent to such Agent’s, Lender’s or Transferee’s failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Agent, Lender or
Transferee at the time such Agent, Lender or Transferee becomes a party to this
Agreement (or, in the case of a Participant, the Lender selling participations
to such Participant), except to the extent that such Agent’s, Lender’s or
Transferee’s assignor (if any) (or, in the case of a Participant, the Lender
selling participations to such Participant) was entitled, at the time of
assignment (or the sale of the participations), to receive additional amounts
from the relevant Borrower with respect to such Non-Excluded Taxes pursuant to
this Section 5.13.


(b) In addition, each Borrower shall pay any Other Taxes
to the relevant Governmental Authority in accordance with applicable law.


(c) Whenever any Non-Excluded Taxes or Other Taxes are
payable by any Borrower, reasonably promptly thereafter, such Borrower shall
send to the Administrative Agent for the account of the relevant Agent or
Lender, as the case may be, a certified copy of an original official receipt
received by such Borrower showing payment thereof.  If the relevant Borrower fails to pay any
Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority
or fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, such Borrower shall indemnify the Agents and the
Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure.  The agreements in this Section 5.13 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.


(d) Each Lender (or Transferee) or Agent that is not a
citizen or resident of the United States of America, a corporation, partnership
or other entity created or organized in or under the laws of the United States
of America (or any jurisdiction thereof), or any estate or trust that is
subject to federal income taxation regardless of the source of its income (each
a “Non-U.S. Lender”) shall deliver to the Primary Borrower and the
Administrative Agent (or, in the case of a Participant, to the Lender from
which the related participation shall have been purchased for transmittal to the
Primary Borrower and the Administrative Agent) two copies of U.S. Internal
Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY (together with all
additional documentation required to be transmitted with Form W-8IMY, including
the appropriate forms described in this Section), as applicable, or any
subsequent versions thereof or successors thereto properly completed and duly
executed by such Non-U.S. Lender (i) certifying each such Form W-8BEN or W-8ECI
filer’s entitlement to a zero rate of, or a complete exemption from, or a
reduced rate of, U.S. federal withholding tax on all payments by any Borrower
under this Agreement and the other Loan Documents, or (ii) if the Non-U.S.
Lender is claiming exemption from U.S. federal withholding tax under Section 871(h)
or 881(c) of the 



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Code with respect to payments
of “portfolio interest”, attaching to such Non-U.S. Lender’s Form W-8BEN a
statement substantially in the form of Exhibit I.  Such forms shall be true and accurate and
shall be delivered by each Non-U.S. Lender on or before the date it becomes a
party to this Agreement (or, in the case of any Participant, on or before the
date such Participant purchases the related participation) and promptly from
time to time thereafter upon the reasonable request of the Primary Borrower or
the Administrative Agent.  In addition,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify the
Primary Borrower at any time it determines that it is no longer in a position
to provide any previously delivered certificate to the Primary Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding any other
provision of this paragraph, a Non-U.S. Lender shall not be required to deliver
any form pursuant to this paragraph that such Non-U.S. Lender is not legally
able to deliver.  Each Lender (or Transferee)
or Agent that is not a Non-U.S. Lender shall furnish an accurate and complete
U.S. Internal Revenue Service Form W-9 (or successor form) establishing that
such Lender (or Transferee) or Agent is not subject to U.S. backup withholding,
and to the extent it may lawfully do so at such times, provide a new Form W-9
(or successor form) upon the expiration or obsolescence of any previously
delivered form.


(e) A Lender (or Transferee) or Agent that is entitled to
an exemption from or reduction of non-U.S. withholding tax under the law of the
jurisdiction in which a Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall
deliver to such Borrower (with a copy to the Administrative Agent or, in the
case of a Participant, to the Lender from which the related participation has
been purchased for transmittal to the Borrower and the Administrative Agent) at
the time or times prescribed by law or as reasonably requested by such
Borrower, such properly completed and executed true and accurate documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate, provided that such Borrower furnishes
such documentation to such Lender, such Lender (or Transferee) or Agent is
legally entitled to complete, execute and deliver such documentation and in
such Lender’s reasonable judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.


(f) If any Agent, Lender or Transferee determines, in its
sole discretion, exercised in good faith, that it has received a refund of any
Non-Excluded Taxes or Other Taxes as to which it has been indemnified by a
Borrower or with respect
to which a Borrower has paid additional amounts pursuant to this Section 5.13,
it shall pay over such refund to such Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under
this Section 5.13 with respect to the Non-Excluded Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of such Agent, Lender
or Transferee (as determined in the sole discretion exercised in good
faith,  of the Agent, Lender or
Transferee) and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that such
Borrower, upon the request of such Agent, Lender or Transferee, agrees to repay
the amount paid over to that Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such Agent, Lender
or Transferee in the event such Agent, Lender or Transferee is required to
repay such refund to such Governmental Authority.  This paragraph shall not be construed to
require any Agent, Lender or



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Transferee to make available
its tax returns (or any other information relating to its taxes which it deems
confidential) to any Borrower or any other Person. 


5.14.                        Indemnity.  Each Borrower agrees to
indemnify each Lender for, and to hold each Lender harmless from, any loss or expense
that such Lender may sustain or incur as a consequence of (a) default by such
Borrower in making a borrowing of, conversion into or continuation of
Eurocurrency Loans after such Borrower has given a notice requesting the same
in accordance with the provisions of this Agreement, (b) default by such
Borrower in making any prepayment after such Borrower has given a notice
thereof in accordance with the provisions of this Agreement or (c) the making
by such Borrower of a prepayment or conversion of Eurocurrency Loans on a day
that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest that would have accrued
on the amount so prepaid, or not so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert
or continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of
interest for such Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as
reasonably determined by such Lender) that would have accrued to such Lender on
such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank Eurocurrency market.  A certificate as to any amounts payable
pursuant to this Section submitted to the Primary Borrower, on behalf of the
relevant Borrower, by any Lender shall be conclusive in the absence of manifest
error.  This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


5.15.                        Illegality.  Notwithstanding any other
provision herein, if the adoption of or any change after the date hereof in any
Requirement of Law or in the interpretation or application thereof after the
date hereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans as contemplated by this Agreement, (a) the commitment of
such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans
as such and convert Base Rate Loans to Eurocurrency Loans shall forthwith be
canceled and (b) such Lender’s Loans then outstanding as Eurocurrency Loans, if
any, shall be converted automatically to Base Rate Loans on the respective last
days of the then current Interest Periods with respect to such Loans or within
such earlier period as required by law (such conversion to be effected at the
Spot Exchange Rate in effect on such conversion date, in the case of conversion
of Loans in euro to Base Rate Loans).  If
any such conversion of a Eurocurrency Loan occurs on a day which is not the
last day of the then current Interest Period with respect thereto, the Borrower
in respect of such Eurocurrency Loans shall pay to such Lender such amounts, if
any, as may be required pursuant to Section 5.14.


5.16.                        Change of Lending Office.  Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Sections 5.12, 5.13 or 5.15 with respect to such Lender, it will,
if requested by the Primary Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending
office for any Loans affected by such event with the object of avoiding the
consequences of such event; provided, that such designation is made on
terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided,



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further, that
nothing in this Section shall affect or postpone any of the obligations of any
Borrower or the rights of any Lender pursuant to Sections 5.12, 5.13 or 5.15.


5.17.                        Replacement of Lenders under Certain
Circumstances.  The Primary Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant
to Section 5.12 or 5.13, or gives a notice of illegality pursuant to Section
5.15, or (b) defaults in its obligation to make Loans hereunder, with a
replacement financial institution; provided that (i) such replacement
does not conflict with any Requirement of Law, (ii) no Default or Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall not have taken all
actions under Section 5.16 so as to eliminate the continued need for payment of
amounts owing pursuant to Section 5.12 or 5.13 or to eliminate any illegality
described in a notice of illegality under Section 5.15, (iv) if applicable, the
replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement,
(v) if applicable, the Primary Borrower shall be liable to such replaced Lender
under Section 5.14 (as though Section 5.14 were applicable) if any Eurocurrency
Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) if applicable, the replacement
financial institution, if not already a Lender, shall be reasonably
satisfactory to the Administrative Agent, (vii) 
if applicable, the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 12.6 (provided
that the Primary Borrower shall be obligated to pay the registration and
processing fee referred to therein), (viii) the Primary Borrower shall pay all
additional amounts (if any) required pursuant to Section 5.12 or 5.13, as the
case may be, in respect of any period prior to the date on which such
replacement shall be consummated, and (ix) any such replacement shall not be
deemed to be a waiver of any rights that any Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender.


5.18.                        Optional Increase of Facilities. 
(a) In accordance with the provisions of this Section 5.18, the Primary
Borrower may, at its option, at any one time after the Amendment and
Restatement Effective Date, request in writing (an “Optional Increase
Request”) that the Facilities be increased by up to $300,000,000 (which
Optional Increase Request may include a request for a delayed draw term loan
facility), provided that (i) no Default or Event of Default shall exist
at the time of or after giving effect to such increase and the use of proceeds
thereof, (ii) the Loan Parties shall be in pro  forma compliance
with Section 9.1 (regardless of whether there are any outstanding Revolving
Facilities Extensions of Credit) after giving effect to such increase (as if
such increase had become effective on the first day of the applicable period of
four consecutive fiscal quarters) and the use of proceeds thereof, (iii) the
Consolidated Leverage Ratio, calculated as at the last day of the most recently
ended period of four consecutive fiscal quarters of Holdings for which
financial statements have been delivered pursuant to Section 8.1(b)) or (e)
after giving pro  forma effect to such increase (as if such
increase had become effective on the first day of such period) and the use of
proceeds thereof, shall be less than or equal to 6.5 to 1.0, (iv) the
Administrative Agent shall have received evidence satisfactory to it that the
incurrence of such additional Indebtedness will not violate the terms of the
Indentures (other than any such Indenture the Indebtedness under which will be
simultaneously refinanced in full with the proceeds of such increase) and (v)
the proceeds of such Loans shall be applied in accordance with the last
sentence of Section 6.16.



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(b) Any optional increase under this Section
shall be on terms and conditions to be agreed upon by the Primary Borrower, the
Administrative Agent and each Lender providing an Optional Term Loan
Commitment, and shall consist of one additional term loan tranche (which may be
a delayed draw term facility) (the “Optional Term Loan Tranche”; the
loans thereunder, the “Optional Term Loans”), provided that (i)
any such Optional Term Loans shall not amortize (on a percentage basis) any
faster than the Tranche B Term Loans and shall not mature prior to the final
maturity date of the Tranche B Term Loans in accordance with Section 2.3 and
(ii) any such Optional Term Loans shall have such pricing as may be agreed by
the Primary Borrower and the Lenders providing such Optional Term Loans, provided
that if the applicable margin for such Optional Term Loans exceeds the
Applicable Margin for the Tranche B Term Loans by more than 0.25% on a weighted
average basis (including any such increase in the form of original issue discount
or upfront or similar fees), the Applicable Rate relating to the existing
Tranche B Term Loans shall be adjusted to be equal to the Applicable Rate for
such Optional Term Loans (which, for such purposes only, shall be deemed to
include all original issue discount or upfront or similar fees payable to all
Lenders providing such Optional Term Loans) minus 0.25%.  Any Optional Increase Request shall be
submitted by the Primary Borrower to the Lenders through Administrative Agent
not less than 30 days prior to the proposed increase, specify the proposed
effective date, type and amount of such increase and be accompanied by (i) a
certificate of a Responsible Officer of the Primary Borrower stating that no
Default or Event of Default exists as of the date of the request or will result
from the requested increase, (ii) a written consent to the increase in the
amount of the Commitments executed by the Guarantors and (iii) such information
as the Administrative Agent may reasonably request for use in syndication of
the requested Optional Term Loan Tranche. 
The Primary Borrower may also specify any fees offered to those Lenders
which agree to provide an Optional Term Loan Commitment (which fees may be
variable based upon the amount which any such Lender is willing to provide of
such Commitments).  The consent of the
Lenders (other than the Optional Term Loan Lenders) parties at the time of such
Optional Increase Request shall not be required for any Optional Term Loan
Commitment pursuant to this Section.


(c) Each Lender may approve or reject an Optional
Increase Request in its sole and absolute discretion and, absent an affirmative
written response within 15 days after receipt of such request, shall be deemed
to have rejected the request.  The
rejection of such a request by any number of Lenders shall not affect the
Primary Borrower’s right to request Optional Term Loan Commitments pursuant to
this Section as a result of, and with respect to those Lenders that approve
such Commitments and such additional Lenders that join this Agreement in
accordance with clause (f) of this Section. 
Notwithstanding any other provision hereof, no Lender which rejects an
Optional Increase Request shall be (i) subject to removal as a Lender as a
result of such rejection, (ii) obligated to lend any amount in respect of
such Optional Term Loan Commitments or (iii) as a result of such
rejection, deemed to be in default in any respect hereunder.


(d) In responding to any Optional Increase
Request under this Section, each Lender that is willing to provide an Optional
Term Loan Commitment shall specify the amount of the proposed Optional Term
Loan Commitment which it is willing to provide. 
The effectiveness of any Optional Term Loan Tranche shall be contingent
upon (i) execution and delivery by the Administrative Agent and the Primary
Borrower of an Optional Increase Amendment relating to such Optional Term Loan
Tranche, (ii) execution and delivery by each



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Lender providing Optional Term Loan Commitments under such Optional
Term Loan Tranche of a Lender Addendum, with such changes thereto as are
necessary to reflect that such Lender Addendum relates to the Optional Increase
Amendment rather than this Agreement, pursuant to which each such Lender
becomes a party to the Optional Increase Amendment relating to such Optional
Term Loan Tranche, (iii) execution and delivery by the Primary Borrower (and,
if applicable, Parent, Holdings and any of its Subsidiaries) of such amendments
to the Security Documents (including amendments to the Mortgages) or such other
documents as the Administrative Agent reasonably deems necessary or desirable
to reflect the terms of the Optional Increase Amendment, (iv) receipt by the
Administrative Agent of endorsements to each mortgagee’s title insurance policy
or binding marked up title commitments satisfying the requirements of Section
7.1(m) and (v) receipt by the Administrative Agent of such corporate
resolutions and officer’s certificates of the Loan Parties and legal opinions
of counsel to the Loan Parties as the Administrative Agent shall reasonably
request with respect thereto, in each case, in form and substance reasonably
satisfactory to the Administrative Agent. 
In the case of any Lender Addendum with respect to an Optional Increase
Amendment executed by any Person that was not theretofore a Lender, upon the
effectiveness of such Optional Increase Amendment such Person shall be a party
hereto and a Lender hereunder.


(e) If the aggregate principal amount committed
to by the consenting Lenders is less than the amount requested, the Primary
Borrower may (i) reject the proposed Optional Term Loan Commitments in their
respective entireties, (ii) accept the offered amounts, (iii) designate one or
more additional banks, financial institutions or other entities which are reasonably
acceptable to Administrative Agent as additional Lenders hereunder in
accordance with clause (f) of this Section (each, a “New Lender”), which
New Lenders may commit to the amount of the Optional Term Loan Commitment that
has not been committed to by the consenting Lenders, or (iv) request the
consenting Lenders to commit to the amount of such request not previously
committed to by the consenting Lenders.


(f) Each New Lender designated by the Primary
Borrower and reasonably acceptable to Administrative Agent shall become an
additional party hereto as a Lender concurrently with the effectiveness of an
Optional Increase Amendment executed by such Lender and which, in any event,
contains the representations, warranties, indemnities and other protections
afforded to the Administrative Agent and the other Lenders which would be
granted or made by an Assignee under Section 12.6 by means of the
execution of an Assignment and Acceptance.


(g) Subject to the foregoing, any Optional
Increase Amendment requested under this Section shall be effective as of the
date proposed by the Primary Borrower and shall provide for Optional Term Loan
Commitments in an aggregate principal amount equal to, without duplication, (i)
the amount to which consenting Lenders are willing to commit plus (ii)
the amount committed to by any New Lenders. 
Upon the effectiveness of any such Optional Increase Amendment, the
Primary Borrower shall, at the request of any Lender, issue new Notes to each
such affected Lender and new Notes to each such New Lender, and the percentage pro
rata share of each Lender will be adjusted, higher or lower as needed,
to give effect to the increase in the outstanding Loans and Commitments.



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SECTION 6.    REPRESENTATIONS AND WARRANTIES


To induce the Agents and the Lenders to enter into
this Agreement and to make the Loans and issue or participate in the Letters of
Credit, Parent, Holdings and each Borrower hereby jointly and severally
represent and warrant to each Agent and each Lender that:


6.1.                              Financial Condition. 
(a) The unaudited pro  forma consolidated balance sheet of
Parent and its consolidated Subsidiaries as at March 31, 2007 (the “Pro
Forma Balance Sheet”), copies of which have heretofore been furnished to
each Lender, has been prepared giving effect (as if such events had occurred on
such date) to (i) the Loans to be made or continued on the Amendment and
Restatement Effective Date and the use of proceeds thereof and (ii) the payment
of fees and expenses in connection with the foregoing.  The Pro Forma Balance Sheet has been prepared
in good faith based on assumptions believed by Holdings and each Borrower to be
reasonable and as of the date of delivery thereof, and presents fairly in all
material respects on a pro  forma basis the estimated financial position
of Parent and its consolidated Subsidiaries as at March 31, 2007, assuming that
the events specified in the preceding sentence had actually occurred at such
date and giving effect to the other assumptions set forth therein.


(b) The audited consolidated balance sheets of
Parent as at December 31, 2006, December 31, 2005 and December 31, 2004, and
the related consolidated statements of income and of cash flows for the fiscal
years ended on such dates, reported on by and accompanied by an unqualified report
from KPMG LLP, present fairly in all material respects the consolidated
financial condition of Parent as at such dates, and the consolidated results of
its operations and its consolidated cash flows for the respective fiscal years
then ended.  The audited consolidated
balance sheets of Holdings as at December 31, 2006 and December 31, 2005, and
the related consolidated statements of income and of cash flows for the fiscal
years ended on such dates, reported on by and accompanied by an unqualified report
from KPMG LLP, present fairly in all material respects the consolidated
financial condition of Holdings as at such dates, and the consolidated results
of their operations and their consolidated cash flows for the respective fiscal
years then ended.


(c) The unaudited consolidated balance sheets of
each of Parent and Holdings as at March 31, 2007, and the related unaudited
consolidated statements of income and cash flows for the three-month period
ended on such date, present fairly in all material respects the consolidated
financial condition of Parent and Holdings, respectively, as at such date, and
the consolidated results of their operations and their consolidated cash flows
for the three-month period then ended (subject to normal year-end audit adjustments
and the absence of footnote disclosure thereto).  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein).  Parent and its Subsidiaries do not have any
material Guarantee, contingent liabilities and liabilities for taxes, or any
long-term leases or unusual forward or long-term commitments, including any
interest rate or foreign currency swap or exchange transaction or other
obligation in respect of derivatives, that are not reflected or disclosed in
the notes in the most recent financial statements of Parent referred to in this
paragraph or otherwise permitted by this Agreement and disclosed to the Lenders
in writing.  During the period from
December 31, 2006



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


6.2.                              No Change.  Since January 1, 2007, except
for the Parks Disposition, there has been no development or event that has had
or could reasonably be expected to have a Material Adverse Effect.


6.3.                              Existence; Compliance with Law.  Each
of Parent, Holdings and its Subsidiaries (other than the Inactive Subsidiaries)
(a) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (b) has the corporate (or equivalent) power
and authority, and the legal right, to own and operate its Property, to lease
the Property it operates as lessee and to conduct the Business in which it is
currently engaged, except to the extent that such failures could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign entity and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of Property or the conduct
of its Business requires such qualification, except where the failure to be so
qualified would not have a Material Adverse Effect and (d) is in compliance
with all Requirements of Law except to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


6.4.                              Corporate Power; Authorization; Enforceable
Obligations.  Each Loan Party and Parent 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 and, in the case of the Borrowers, to borrow hereunder.  Each Loan Party and Parent 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 and the
consummation of the Transactions and, in the case of the Borrowers, to
authorize the borrowings on the terms and conditions of this Agreement.  No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required to be obtained by any Loan Party or Parent in
connection with the Transactions and the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement
or any of the Loan Documents, except (i) consents, authorizations, filings and
notices described in Schedule 6.4 and Schedule 6.19(b), which consents,
authorizations, filings and notices have been obtained or made and are in full
force and effect and (ii) the filings referred to in Schedule 6.19(a)-1 and
Schedule 6.19(a)-2.  Each Loan Document
has been duly executed and delivered on behalf of Parent and each Loan Party
that is a party thereto.  This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of Parent and each Loan Party that is a
party thereto, enforceable against Parent and each such Loan Party 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).


6.5.                              No Legal Bar.  The
execution, delivery and performance of this Agreement and the other Loan
Documents by the Loan Parties and Parent, the issuance of Letters of Credit,
the borrowings hereunder, the use of the proceeds thereof and the consummation
of the Transactions will not violate in any material respect any material
Requirement of Law applicable



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to, or any Contractual
Obligation of, Parent, Holdings or any of its Subsidiaries and will not result
in, or require, the creation or imposition of any Lien on any of their
respective Properties or revenues pursuant to any such Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security
Documents).


6.6.                              Litigation.  No litigation, investigation
or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of Parent, Holdings or the Primary Borrower, threatened by
or against Parent, Holdings or any of its Subsidiaries or against any of their
respective Properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.


6.7.                              No Default.  Neither Parent, Holdings, nor
any of its Subsidiaries is in default under or with respect to any of its
Contractual Obligations in any respect that could reasonably be expected to
have a Material Adverse Effect.  No
Default or Event of Default has occurred and is continuing.


6.8.                              Ownership of Property; Liens.  Each
of Holdings and its Subsidiaries has title in fee simple to, or a valid
leasehold interest in, all its material Real Property, and good title to, or a
valid leasehold interest in, all its other material Property, and none of such
Property (including the Real Property) is subject to any Lien except a
Permitted Lien.  Attached as Schedule 6.8
is a list of all Real Property and Operated Property, and which are material to
the operation of the Business of, Holdings or its Subsidiaries as of the
Amendment and Restatement Effective Date.


6.9.                              Intellectual Property. 
Holdings and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property material to the conduct of its business as currently
conducted, free and clear of all Liens other than Permitted Liens, and
takes reasonable actions to protect, preserve and maintain such Intellectual
Property.  Except as could not reasonably be expected to
have a Material Adverse Effect, all such Intellectual Property is valid and
enforceable and all registrations and applications for such Intellectual
Property have not expired or been abandoned. 
No action or proceeding is pending by any Person or, to the
knowledge of Holdings or the Primary Borrower, threatened, or imminent, on the
date hereof, and no holding, decision or judgment has been rendered by any
Governmental Authority or arbitrator which may limit, cancel or challenge the
validity, enforceability, ownership or use of, or such Intellectual Property in
any material respect, nor does Holdings
or the Primary Borrower know of any valid basis for any such claim except for
claims, actions, proceedings, holdings, decisions or judgments which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  The operation
of the Business of Holdings and its Subsidiaries does not infringe, impair,
misappropriate or otherwise violate the rights of any Person to an extent which
could reasonably be expected to have a Material Adverse Effect, and to the
knowledge of Holdings or the Primary Borrower, no Person is infringing,
impairing, misappropriating or otherwise violating any Intellectual Property
owned by any of Holdings or its Subsidiaries to an extent which could
reasonably be expected to have a Material Adverse Effect.


6.10.                        Taxes.  Each
of Parent, Holdings and each of its Subsidiaries has filed or caused to be
filed all Federal, state and other material tax returns that it is required to
be filed and



 68
 









has 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 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 Parent, Holdings or its Subsidiaries, as the case may be, and those which,
with respect to taxes or other assessments on Real Properties, can be contested
without payment under applicable law); no material tax Lien has been filed,
and, to the knowledge of Parent, Holdings and the Primary Borrower, no claim is
being asserted with respect to any such tax, fee or other charge except claims
that individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect.


6.11.                        Federal Regulations.  No
part of the proceeds of any Loans will be used for “buying” or “carrying” any
Margin Stock within the respective meanings of each of the quoted terms under
Regulation U as now and from time to time hereafter in effect or for any
purpose that violates the provisions of the Regulations of the Board.  If requested by the Administrative Agent, the
Borrowers will furnish to the Administrative Agent a statement to the foregoing
effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as
applicable, referred to in Regulation U.


6.12.                        Labor Matters. 
Except as, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:  (a) there are
no strikes or other labor disputes against Holdings or any of its Subsidiaries
pending or, to the knowledge of Holdings or the Primary Borrower, threatened;
(b) hours worked by and payment made to employees of Holdings and its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) all
payments due from Holdings or any of its Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of Holdings or the relevant Subsidiary.


6.13.                        ERISA. 
(a) Except as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (i) no ERISA Event has occurred during the
three-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied, and is in
compliance, with its terms and the applicable provisions of ERISA and the Code;
(ii) no termination of a Single Employer Plan has occurred, and no Lien in
favor of the PBGC or a Plan has arisen, during such three-year period, (iii)
the present value of all accrued benefits under each Single Employer Plan (based
on those assumptions used to fund such Plans) did not, as of the last annual
valuation date prior to the date on which this representation is made or deemed
made, exceed the value of the assets of such Plan allocable to such accrued
benefits resulting in an “at risk” status for the Single Employer Plan; and,
except as described in Schedule 6.13, the present value of all accrued benefit
obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) does not exceed
the value of the assets of all such underfunded Plans; (iv) neither Parent,
Holdings, nor any ERISA Affiliate would become subject to any Withdrawal
Liability if Parent, Holdings, or any ERISA Affiliate were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding
the date on which this representation is made or deemed made; and (v) none of
Parent, Holdings, the Subsidiaries and the ERISA Affiliates has received any
written notification that any Multiemployer Plan is in



 69
 









Reorganization or is in
endangered or critical status or has been terminated within the meaning of
Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably
expected to be in Reorganization or in endangered or critical status or to be
terminated.


(b)
With respect to each employee benefit arrangement mandated by
non-US law (a “Foreign Benefit Arrangement”) and with respect to each employee
benefit plan (within the meaning of Section 3(3) of ERISA, whether or not
subject to ERISA) maintained or contributed by any of Parent, Holdings, the
Subsidiaries or any ERISA Affiliate that is not subject to U.S. law (a “Foreign
Plan”), except as, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, (i) any employer and employer contributions required
by applicable law or by the terms of such Foreign Arrangement or Foreign Plan
have been made, or, if applicable, accrued in accordance with normal accounting
practices; (ii) the accrued benefit obligations of each Foreign Plan (based on
those assumptions used to fund such Foreign Plan) with respect to all current
and former participants do not exceed the assets of such Foreign Plan; (iii)
each Foreign Plan that is required to be registered has been registered and has
been maintained in good standing with applicable regulatory authorities; and
(iv) each such Foreign Benefit Arrangement and Foreign Plan is in compliance
(A) with all applicable provisions of law and all applicable regulations and
published interpretations thereunder with respect to such Foreign Plan or
Foreign Benefit Arrangement and (B) with the terms of such plan, except, in
each case, for such noncompliance that could not reasonably be expected to have
a Material Adverse Effect.


6.14.                        Investment Company Act; Other Regulations.  No
Loan Party is an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as
amended.  No Loan Party is subject to regulation
under any Requirement of Law (other than Regulation X of the Board) that limits
its ability to incur Indebtedness.


6.15.                        Subsidiaries. 
Except as disclosed to the Administrative Agent by the Primary Borrower
in writing from time to time after the Amendment and Restatement Effective
Date, Schedule 6.15 sets forth the name and jurisdiction of formation of each
Subsidiary (other than Inactive Subsidiaries and other than Subsidiaries that
are included in Excluded Assets (as defined in the Guarantee and Collateral
Agreement)) of Holdings and, as to each such Subsidiary, the percentage of each
class of Capital Stock owned by any Loan Party and, except as so disclosed,
there are no outstanding subscriptions, options, warrants, calls, rights or
other agreements or commitments (other than stock options granted to employees
or directors and directors’ qualifying shares) of any nature relating to any
Capital Stock of Holdings, the Primary Borrower or any such Subsidiary, except
as created by the Loan Documents.


6.16.                        Use of Proceeds.  The
proceeds of the Tranche B Term Loans made on the Amendment and Restatement
Effective Date shall be used, together with the Net Cash Proceeds of the Parks
Disposition (other than the Sacramento Disposition), to prepay the outstanding
Indebtedness under the Existing Credit Agreement (except to the extent such
Indebtedness is being converted and continued pursuant to Section 2.1) and for
general corporate purposes.  The proceeds
of the Revolving Credit Loans, the Multicurrency Loans and the Swing Line
Loans, and the Letters of Credit, shall be used for general corporate purposes,
including Acquisitions, Capital Expenditures, Restricted Payments and other
uses permitted hereunder and to pay transaction costs incurred in respect of the
transactions contemplated herein.  The
proceeds of the



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Optional Term Loans shall be
used to make a Restricted Payment to enable Parent to pay amounts payable in
respect of (a) the PIERS Repurchase, (b) after January 1, 2009, if the PIERS
outstanding on the date hereof have been repaid, replaced or refinanced, any
refinancing or repayment of (i) Indebtedness under any Indenture of Parent and
(ii) any Indebtedness or security of Parent the proceeds of which were used to
refinance the PIERS or (c) distributions or other required payments under one
or more of the Partnership Parks Agreements.


6.17.                        Environmental Matters. 
Except as, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect:


(a)
the Real Properties, and such other amusement parks, attractions or real
properties operated solely by Holdings or its Subsidiaries, or in respect of
which Holdings or any of its Subsidiaries would be liable as an owner, operator
or other occupant under any Environmental Law (collectively, together with the
Real Properties, the “Operated Properties”), do not contain, and, to
their knowledge, have not previously contained, any Materials of Environmental
Concern in amounts or concentrations or under circumstances that constitute or
constituted a violation of, or could give rise to liability under, any
Environmental Law;


(b)
neither Holdings nor any of its Subsidiaries has received or is aware of any
notice of violation or alleged violation (which have not been remediated and
finally settled in accordance with Environmental Law) of, non-compliance with,
or its respective liability or potential liability under, Environmental Laws
with regard to any of the Operated Properties or the business operated by
Holdings or any of its Subsidiaries (the “Business”), nor does Holdings
or the Primary Borrower have knowledge that any such notice will be received or
is being threatened;


(c)
Materials of Environmental Concern have not been transported or disposed of
from the Operated Properties by or on behalf of Holdings, Primary Borrower or
their Subsidiaries in violation of, or in a manner or to a location that could
give rise to liability under, any Environmental Law, nor have any Materials of
Environmental Concern been generated, treated, stored or disposed of at, on or
under any of the Operated Properties in violation of, or in a manner that could
give rise to liability to Holdings, the Primary Borrower or any Subsidiary
under, any applicable Environmental Law which have not been remediated and
finally settled in accordance with Environmental Law;


(d)
no Environmental Claim is pending or, to the knowledge of Holdings and the
Primary Borrower, threatened, under any Environmental Law to which Holdings or
any Subsidiary is or would reasonably be expected to be named as a party with
respect to the Operated Properties or the Business, nor have any of Holdings or
any Subsidiary received written notice of any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other requirements of
any Governmental Authority outstanding under any Environmental Law with respect
to the Operated Properties or the Business;


(e)
there has been no Release or threat of Release of Materials of Environmental
Concern at or from the Operated Properties or arising from or related to the
operations of Holdings or any Subsidiary in connection with the Operated
Properties or otherwise in



 71
 









connection
with the Business, in violation of or in amounts or in a manner that could
reasonably be expected to give rise to liability under Environmental Laws which
have not been remediated and finally settled in accordance with Environmental
Law;


(f)
the Operated Properties and the Business are in compliance, and have during the
last five years been in compliance, with all applicable Environmental Laws, and
there is no contamination at, under or about the Operated Properties nor any
violation of any Environmental Law with respect to the Operated Properties or
the Business; and


(g)
neither Holdings nor any Subsidiary has assumed or retained any liability of
any other Person under Environmental Laws (other than assumptions by operation
of law in connection with Acquisitions or with the acquisition of any Real
Properties).


6.18.                        Accuracy of Information, Etc.  No
statement or information (other than projections and pro  forma
financial information or information of a general industry or economic nature)
contained in this Agreement or any other Loan Document, or furnished by or on
behalf of any Loan Party in the Confidential Information Memorandum, or
contained in any other document, certificate or statement furnished by or on
behalf of any Loan Party to the Administrative Agent or the Lenders, or any of
them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement,
information, document or certificate was so furnished (or, in the case of the
Confidential Information Memorandum, as of the date of this Agreement), 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
Holdings to be reasonable at the time made, it being recognized by the Lenders
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. 
There is no fact known to any Loan Party that could reasonably be expected
to have a Material Adverse Effect that has not been expressly disclosed herein,
in the other Loan Documents, in the Confidential Information Memorandum or in
any other documents, certificates and written statements furnished to the
Administrative Agent and the Lenders for use in connection with the
transactions contemplated hereby and by the other Loan Documents.


6.19.                        Security Documents.  (a) The
Guarantee and Collateral Agreement is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Collateral (other than the Mortgaged
Properties) described therein and proceeds thereof.  In the case of the Pledged Stock described in
the Guarantee and Collateral Agreement, when any certificates representing such
Pledged Stock are delivered to the Administrative Agent, and in the case of the
other Collateral described in the Guarantee and Collateral Agreement (other
than any Deposit Accounts and future Commercial Tort Claims, each as defined
therein), when financing statements in appropriate form are filed in the
offices specified on Schedule 6.19(a)-1 (which financing statements have been
duly completed and delivered to the Administrative Agent) and such other
filings or agreements as are specified on Schedule 3 to the Guarantee and
Collateral Agreement (all documentation in respect



 72
 









of which other filings
have been or will have been duly completed and executed and delivered to the
Administrative Agent on or prior to the Amendment and Restatement Effective
Date), the Guarantee and Collateral Agreement shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for
the Obligations (as defined in the Guarantee and Collateral Agreement), in each
case prior and superior in right to any other Person (except, in the case of
Collateral other than Pledged Stock, Liens permitted by Section 9.3).  Schedule 6.19(a) -2 lists each UCC Financing Statement
that (i) names any Loan Party as debtor and (ii) will remain on file after the
Amendment and Restatement Effective Date. 
Schedule 6.19(a)-3 lists each UCC Financing Statement that (i) names
any Loan Party as debtor and (ii) will be terminated on or prior to the
Amendment and Restatement Effective Date; and on or prior to the Amendment and
Restatement Effective Date, the Primary Borrower will have delivered to the
Administrative Agent, or caused to be filed, duly completed UCC termination
statements, authorized by the relevant secured party, in respect of each UCC
Financing Statement listed in Schedule 6.19(a)-3.


(b) Each of the Mortgages, when filed (or which
have been filed) in the offices specified on Schedule 6.19(b) (in the case of
the Mortgages executed and delivered in connection with the Existing Credit
Agreement or to be executed and delivered on the Amendment and Restatement
Effective Date) or in the appropriate recording office in the jurisdiction
where the Mortgaged Property is located (in the case of any Mortgage to be
executed and delivered pursuant to Section 8.6(b)), will be (or, in the case of
Mortgages executed and delivered in connection with the Existing Credit
Agreement, are) in form sufficient (or in the case of Mortgages executed and
delivered in connection with the Existing Credit Agreement were effective) to
create in favor of the Administrative Agent, for the benefit of the Lenders, a
legal, valid and enforceable Lien on the Mortgaged Properties described therein
and proceeds thereof; and shall upon due filing constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan
Parties in the Mortgaged Properties described therein and the proceeds thereof,
as security for the Obligations (as defined in the relevant Mortgage), in each
case prior and superior in right to any other Person (other than Persons
holding Permitted Liens or other encumbrances or rights permitted hereunder or
by the relevant Mortgage).


(c) Each Foreign Security Document, when executed
and delivered hereunder, will be effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds
thereof.  When the actions specified in
such Foreign Security Document for the perfection of the security interest
created thereby have been taken, such Foreign Security Document will constitute
a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and the proceeds thereof, as
security for the obligations specified therein, prior and superior in right to
any other Person (except, in the case of Collateral other than Pledged Stock,
Liens permitted by Section 9.3).


6.20.                        Solvency.  Holdings and its Subsidiaries
(taken as a whole) are, and after giving effect to the Transactions and the
incurrence of all Indebtedness and Obligations being incurred in connection
herewith and therewith will be and will continue to be, Solvent.


6.21.                        Regulation H. 
Except as set forth on Schedule 6.21, no Mortgage shall encumber
improved Real Property that is located in an area that has been identified by
the



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Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has not been made available under the National Flood Insurance Act of
1968.


6.22.                        Parks.  Set forth on Schedule 1.1(b)
is a complete and correct list of all of the amusement and attraction parks owned
or leased, and currently operated (the “Existing Parks”), by Holdings or
its Subsidiaries as of the Amendment and Restatement Effective Date.


6.23.                        Senior
Indebtedness.  The
Obligations of the Borrowers and the Guarantees of such Obligations by the Guarantors
under the Guarantee and Collateral Agreement constitute “Senior Debt” or “Guarantor
Senior Debt”, as applicable (or the equivalent thereof), and to the extent
applicable and after giving effect to appropriate notices to be delivered on
the Amendment and Restatement Effective Date, the sole “Designated Senior Debt”
(or the equivalent thereof), under and as defined in, and for all purposes of,
Indebtedness of any Borrower that is subordinated in right of payment to the
Obligations and the Guarantees of such Indebtedness by Holdings and its
Subsidiaries, under the Indentures.


SECTION 7.    CONDITIONS PRECEDENT


7.1.                              Conditions
Precedent to Initial Borrowing.  The agreement
of each Lender to make the initial extension of credit requested to be made by
it hereunder is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Amendment and Restatement Effective
Date, of the following conditions precedent:


(a) Loan Documents.  The
Administrative Agent shall have received (i) this Agreement, executed and
delivered by a duly authorized officer of Parent, Holdings and each Foreign
Subsidiary Borrower, if any, that is to become a party hereto on the Amendment
and Restatement Effective Date, (ii) the Guarantee and Collateral Agreement,
executed and delivered by a duly authorized officer of Holdings, the Primary
Borrower and each Subsidiary Guarantor, (iii) a Mortgage Amendment with respect
to each Mortgage in effect on the Amendment and Restatement Effective Date,
executed and delivered by a duly authorized officer of each party thereto,
together with assignments of each of the Mortgages to the Administrative Agent
in substantially the form of Exhibit D-2 annexed hereto (the “Mortgage
Assignments”), all except to the extent otherwise provided in Section 8.9,
(iv) a Lender Addendum, executed and delivered by a duly authorized officer of
each party thereto, and (v) for the account of each relevant Lender that so
requests, Notes conforming to the requirements hereof and executed and
delivered by a duly authorized officer of each relevant Borrower.


(b) Pro Forma Balance Sheet; Financial Statements.  The
Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) the audited
consolidated financial statements described in Section 6.1(b) and (iii) the
unaudited interim consolidated financial statements described in Section
6.1(c).


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



 74
 









(d) Related Agreements.  The
Administrative Agent shall have received (in a form reasonably satisfactory to
the Administrative Agent) true and correct copies, certified as to authenticity
by Parent or Holdings, of the Indentures, the Partnership Parks Agreements, the
Marine World Agreements, the Shared Services Agreement, the Tax Sharing
Agreement and such other documents or instruments as may be reasonably
requested by the Administrative Agent, including, without limitation, a copy of
any other debt instrument, security agreement or other material contract to
which the Loan Parties and Parent may be a party.


(e) Existing Credit Agreement.  The
Administrative Agent shall have received evidence satisfactory to the
Administrative Agent that all amounts outstanding under the Existing Credit
Agreement shall be simultaneously paid in full (or converted and continued
hereunder) on the Amendment and Restatement Effective Date and arrangements
reasonably satisfactory to the Administrative Agent shall have been made for
the assignment of the Liens and security interests granted in connection
therewith.


(f) Fees.  The Lenders and the
Administrative Agent shall have received all fees required to be paid, and all
expenses for which invoices have been presented (including reasonable fees,
disbursements and other charges of counsel to the Agents), on or before the
Amendment and Restatement Effective Date. 
All such amounts will be paid with proceeds of Loans made on the
Amendment and Restatement Effective Date and will be reflected in the funding
instructions given by Holdings to the Administrative Agent on or before the
Amendment and Restatement Effective Date.


(g) Business Plan.  The
Lenders shall have received a satisfactory business plan for fiscal years 2007
through 2015, including on a monthly basis through December 31, 2007, and a
satisfactory written analysis of the business and prospects of Holdings and its
Subsidiaries for the period from the Amendment and Restatement Effective Date
through final maturity of the Loans and the Commitments, in each case covering
such matters and in such level of detail as is customary in comparable
financing transactions.


(h) Lien Searches.  The
Administrative Agent shall have received the results of recent Uniform
Commercial Code and other lien searches in each relevant domestic jurisdiction
with respect to all Property of the Loan Parties (except that with respect to
the Real Property, such lien searches shall be limited to the Mortgaged
Properties), and such search shall reveal no Liens on any of the Property of
the Loan Parties, except for Permitted Liens or Liens to be discharged prior to
or at the Amendment and Restatement Effective Date.


(i) Closing Certificate.  The
Administrative Agent shall have received a certificate of Parent and each Loan
Party, dated the Amendment and Restatement Effective Date, substantially in the
form of Exhibit C, with appropriate insertions and attachments.


(j) Legal Opinions.  The
Administrative Agent shall have received the following executed legal opinions:


(i)                                     the legal opinion of Paul, Hastings,
Janofsky & Walker LLP, special
counsel to Parent, Holdings and its Subsidiaries, substantially in the form of
Exhibit F-1;



 75
 









(ii)                                  the legal opinion of James Coughlin, Esq.,
general counsel of Parent, Holdings and its Subsidiaries, substantially in the
form of Exhibit F-2;


(iii)                               the legal opinion of Sonnenschein Nath &
Rosenthal LLP, special counsel to Holdings and its Subsidiaries, substantially
in the form of Exhibit F-3, except to the extent the New York Collateral is
being delivered pursuant to Section 8.9; and


(iv)                              the legal opinions of counsel to Holdings and
its Subsidiaries in Canada in respect of the pledge of the Capital Stock of
Subsidiaries of Holdings incorporated in Canada, in form and substance
reasonably satisfactory to the Administrative Agent.


Each such legal opinion shall cover such
other matters incident to the transactions contemplated by this Agreement as
the Administrative Agent may reasonably require.


(k) Pledged Stock; Stock Powers; Acknowledgment
and Consent; Pledged Notes.  The Administrative Agent shall have received
(i) the certificates representing the Capital Stock pledged pursuant to the
Guarantee and Collateral Agreement, together with an undated stock power for
each such certificate executed in blank by a duly authorized officer of the
pledgor thereof, (other than the certificate representing 65% of the Capital
Stock of, and stock power for, Servicios de Restaurantes Especializados, S.A.
de C.V. to the extent such certificate and related stock power are being
delivered pursuant to Section 8.9), (ii) an Acknowledgment and Consent,
substantially in the form of Annex II to the Guarantee and Collateral
Agreement, duly executed by any issuer of Capital Stock pledged pursuant to the
Guarantee and Collateral Agreement that is not itself a party to the Guarantee
and Collateral Agreement and (iii) each promissory note, if any, pledged
pursuant to the Guarantee and Collateral Agreement endorsed (without recourse)
in blank (or accompanied by an executed transfer form in blank satisfactory to
the Administrative Agent) by the pledgor thereof.


(l) Filings, Registrations and Recordings.  Each
document (including, without limitation, any Uniform Commercial Code financing
statement) required by the Security Documents or under any Requirement of
Law or reasonably requested by the Administrative Agent to be filed, registered
or recorded in order to create in favor of the Administrative Agent, for the
benefit of the Lenders, a perfected Lien on the Collateral described therein,
prior and superior in right to any other Person (other than with respect to
Liens expressly permitted by Section 9.3), shall have been filed, registered or
recorded or shall have been delivered to the Administrative Agent in proper
form for filing, registration or recordation.


(m)  Title
Insurance, Surveys and Flood Insurance.


(i)                                     The Administrative Agent shall have received,
except to the extent set forth in Section 8.9, with respect to each Mortgaged
Property, either (A) an endorsement to each mortgagee’s title insurance policy
previously delivered to Administrative Agent under the Existing Credit
Agreement or (B) a pro forma title policy (reissue) or binding marked up title
commitment issued by First American Title Insurance Company of New York and/or
Chicago Title Insurance Company (either directly or through authorized
agents).  Each such endorsement, pro
forma policy or marked



 76
 









commitment
shall (A) insure that the Mortgage insured thereby continues to constitute a
valid first Lien on the Mortgaged Property described in such Mortgage, subject
only to Permitted Liens; (B) name the Administrative Agent for the benefit of
the Lenders as the insured; (C) be in the amounts listed on Schedule
7.1(m).  The Administrative Agent shall
have received evidence that all title insurance premiums have been paid.


(ii)                                  If requested by the Administrative Agent, the
Administrative Agent shall have received (A) written confirmation that a policy
of flood insurance that covers any Mortgaged Property complies with the
Agreement and (B) confirmation that the Borrower has received the notice
required pursuant to Section 208(e)(3) of Regulation H of the Board.


(iii)                               The Administrative Agent shall have received
a copy of all material documents affecting the Mortgaged Properties which has
not been delivered pursuant to the Existing Credit Agreement, or which is not
disclosed initially by a title commitment, policy or endorsement being
delivered pursuant to Section 8.9.


(n) Insurance.  The Administrative Agent shall
have received insurance certificates satisfying the requirements of Section
8.4.


(o) Solvency Certificate.  The
Administrative Agent shall have received a solvency certificate, substantially
in the form of Exhibit N, signed by a Responsible Officer of the Primary
Borrower and dated as of the Amendment and Restatement Effective Date.


(p) The U.S.A. PATRIOT Act.  No later than five Business days
prior to the Amendment and Restatement Effective Date, the Administrative Agent
shall have received the documentation and other information as required by bank
regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the U.S.A. PATRIOT Act.


7.2.                              Conditions to
Each Extension of Credit.  The agreement of each Lender
to make any extension of credit requested to be made by it hereunder on any
date (including, without limitation, its initial extension of credit) 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 on and as of such date as if made on and as of
such date, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date.


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


(c)
Senior Secured Leverage Ratio.  For the purposes of the first borrowing
under, or utilization of, any of the Revolving Facilities in any fiscal quarter
when there are no



 77
 









outstanding Revolving Facilities Extensions of
Credit, a Responsible Officer of Holdings shall have certified to the
Administrative Agent that Holdings and its Subsidiaries were in compliance with
the Consolidated Senior Secured Leverage Ratio set forth in Section 9.1 on the
last day of the immediately preceding fiscal quarter for which financial
statements have been delivered pursuant to Section 7.1(b), or 8.1(b) or (e) (as
applicable) and shall have provided the Administrative Agent with satisfactory
calculations with respect thereto.


(d) Foreign Subsidiary Opinion.  If
such extension of credit is the initial extension of credit to a Foreign
Subsidiary Borrower, (i) such Foreign Subsidiary Borrower shall have become a
party hereto on the Amendment and Restatement Effective Date, or after the
Amendment and Restatement Effective Date pursuant to Section 12.1(b), (ii) the
Administrative Agent shall have received such executed Foreign Security
Documents as it may request in accordance with Section 8.6(e), (iii) the
Administrative Agent shall have received a Foreign Subsidiary Opinion in
respect of such Foreign Subsidiary Borrower and any such Foreign Security
Documents and (iv) if by reason of the incurrence of Indebtedness by such
Foreign Subsidiary Borrower hereunder such Foreign Subsidiary Borrower shall be
required to Guarantee Indebtedness under any Indenture, such Foreign Subsidiary
Borrower shall have become a Guarantor party to the Guarantee and Collateral
Agreement.


Each borrowing by, and issuance of a Letter of Credit
on behalf of, a Borrower hereunder shall constitute a representation and
warranty by Parent, Holdings and such Borrower as of the date of such extension
of credit that the conditions contained in this Section 7.2 have been
satisfied.


SECTION 8.    AFFIRMATIVE COVENANTS


Parent, Holdings and the Borrowers hereby jointly and
severally agree that, so long as the Commitments remain in effect, any Letter
of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, each of Parent, Holdings and each of the
Borrowers shall and shall cause each of their respective Subsidiaries to:


8.1.                              Financial Statements and Other Information. 
Deliver to the Administrative Agent for prompt distribution to each of
the Lenders:


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


(b)
as soon as available and in any event within 90 days after the end of each
fiscal year of Holdings, consolidated statements of operations, shareholders’
equity and cash flows of Holdings and its Subsidiaries for such fiscal year and
the related



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consolidated
balance sheets of Holdings 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 Holdings and its Subsidiaries as at the end of,
and for, such fiscal year in accordance with GAAP, and a statement of such
accountants to the effect that, in making the examination necessary for their
opinion, nothing came to their attention that caused them to believe that
Holdings was not in compliance with Section 9.1 or Section 9.6, in each case
insofar as such Section relates to accounting matters;


(c)
as soon as available and in any event within 90 days after the end of each
fiscal year of each of Texas Flags, Ltd. and Six Flags Over Georgia II, L.P.,
consolidated statements of operations, partners’ equity and cash flows of each
of Texas Flags, Ltd. and Six Flags Over Georgia II, L.P. and its Subsidiaries
for such fiscal year and the related consolidated balance sheets of each of
Texas Flags, Ltd. and Six Flags Over Georgia II, L.P. 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 Texas
Flags, Ltd. and Six Flags Over Georgia II, L.P. and its Subsidiaries as at the
end of, and for, such fiscal year in accordance with GAAP;


(d)
as soon as available and in any event within 45 days after the end of each
quarterly fiscal period of each fiscal year of Parent, interim condensed
consolidated statements of operations, shareholders’ equity and cash flows of
Parent and its Subsidiaries for such period and for the period from the
beginning of the respective fiscal year to the end of such period, and the
related consolidated balance sheets of Parent and its Subsidiaries, as at the
end of such period, setting forth in each case in comparative form the
corresponding consolidated figures for the corresponding periods in the
preceding fiscal year (except that, in the case of balance sheets, such
comparison shall be to the last day of the prior fiscal year), accompanied by a
certificate of a Responsible Officer of Parent, which certificate shall state that
such consolidated financial statements present fairly in all material respects
the interim condensed consolidated financial condition and results of
operations of Parent and its Subsidiaries, in each case in accordance with
GAAP, consistently applied, as at the end of, and for, such period (subject to
normal year-end audit adjustments);


(e)
as soon as available and in any event within 45 days after the end of each
quarterly fiscal period of each fiscal year of Holdings, interim condensed
consolidated statements of operations, shareholder’s equity and cash flows of
Holdings and its Subsidiaries for such period and for the period from the
beginning of the respective fiscal year to the end of such period, and the
related consolidated balance sheets of Holdings and its Subsidiaries, as at the
end of such period, setting forth in each case in comparative form the
corresponding consolidated figures for the corresponding periods in the



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preceding
fiscal year (except that, in the case of balance sheets, such comparison shall
be to the last day of the prior fiscal year), accompanied by a certificate of a
Responsible Officer of Holdings, which certificate shall state that such
consolidated financial statements present fairly in all material respects the
consolidated financial condition and results of operations of Holdings and its
Subsidiaries, in each case in accordance with GAAP, consistently applied, as at
the end of, and for, such period (subject to normal year-end audit
adjustments);


(f)
concurrently with any delivery of financial statements under clause (a), (b),
(d) or (e) of this Section 8.1, a certificate of a Responsible Officer of
Parent or Holdings, as the case may be, (i) to the effect that no Default or
Event of Default has occurred and is continuing (or, if any Default or Event of
Default has occurred and is continuing, describing the same in reasonable
detail and describing the action that Holdings has taken or proposes to take
with respect thereto) and (ii) setting forth in reasonable detail the computations
necessary to determine whether Holdings and the Primary Borrower were in
compliance with Sections 9.1, 9.5, 9.7(v) and 9.7(x) as of the end of the
respective quarterly fiscal period or fiscal year;


(g)
as soon as available, and in any event no later than 60 days after the end of
each fiscal year of Holdings, a detailed consolidated budget for the following
fiscal year;


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


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


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


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



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(l)
from time to time such other information regarding the financial condition,
operations, business or prospects of Parent or any of its Subsidiaries
(including, without limitation, any Plan or Multiemployer Plan and any reports
or other information required to be filed under ERISA), or compliance with the
terms of this Agreement, as any Lender or the Administrative Agent may
reasonably request.


Notwithstanding the foregoing, the obligations in
paragraphs (a), (b), (d), (e) and (h) of this Section 8.1 may be satisfied with
respect to financial information of Parent and its Subsidiaries or by Holdings
and its Subsidiaries by furnishing Parent’s Form 10-K or 10-Q, as applicable,
filed with the SEC; provided that (i) such information is accompanied by
consolidating information that explains in reasonable detail the differences
between the information relating to Parent, on the one hand, and the
information relating to Holdings and its Subsidiaries on a standalone basis, on
the other hand and (ii) to the extent such information is in lieu of
information required to be provided under Section 6.1(b), such materials are
accompanied by a report and opinion of independent certified public accountants
of nationally recognized standing with respect to such consolidating
information, which report and opinion shall be prepared in accordance with
generally accepted auditing standards.


Documents required to be delivered pursuant to Section
8.1(a), (b), (d), (e), (g) or (h) or 6.1(c) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date (i) on
which Parent posts such documents, or provides a link thereto on Parent’s
website on the Internet; or (ii) on which such documents are posted on Parent’s
behalf on IntraLinks/IntraAgency or another relevant website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided
that: (i) upon written request by the Administrative Agent, the Primary
Borrower shall deliver paper copies of such documents to the Administrative
Agent for further distribution to each Lender until a written request to cease
delivering paper copies is given by the Administrative Agent and (ii) the
Primary Borrower shall notify (which may be by facsimile or electronic mail)
the Administrative Agent of the posting of any such documents and provide to
the Administrative Agent by electronic mail electronic versions (i.e., soft
copies) of such documents. 
Notwithstanding anything contained herein, in every instance the Primary
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 8.1(f) to the Administrative Agent.  Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of
such documents from the Administrative Agent and maintaining its copies of such
documents.


8.2.                              Notices of Material Events. 
Furnish the following to the Administrative Agent in writing:


(a)
promptly after any executive officer of Parent, Holdings or the Primary
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;


(b)
as soon as any executive officer of Parent, Holdings or the Primary Borrower
has actual knowledge of the facts that would give him or her reason to know of
the occurrence thereof, prompt notice of all legal or arbitral proceedings, and
of all proceedings by or before any governmental or regulatory authority or
agency, and of any



 81
 









material
development in respect of such legal or other proceedings, affecting Parent or
any of its Subsidiaries that, if adversely determined, could reasonably be
expected to result in aggregate liabilities or damages in excess of $5,000,000
over available insurance or indemnification by creditworthy third parties;


(c)
(i) as soon as possible, and in any event within ten days after Parent,
Holdings or the Primary Borrower knows or has reason to believe that any ERISA
Event has occurred or exists, notice of the occurrence of such ERISA Event (and
as soon as practicable thereafter, a copy of any report or notice required to
be filed with or given to the PBGC by Parent, Holdings or an ERISA Affiliate
with respect to such ERISA Event), if such ERISA Event could reasonably be
expected to result in aggregate liabilities in excess of $5,000,000 and (ii)
promptly following any request therefor, copies of (A) any documents described
in Section 101(k) of ERISA that the Primary Borrower, Parent, Holdings, any of
their Subsidiaries or any ERISA Affiliate may request with respect to any
Multiemployer Plan and (B) any notices described in Section 101(l) of ERISA
that the Primary Borrower, Parent, Holdings, any of their Subsidiaries or any
ERISA Affiliate may request with respect to any Plan or Multiemployer Plan;


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


(e)
prompt notice of the assertion of any Environmental Claim by any Person
against, or with respect to the activities of, Parent or any of its
Subsidiaries and notice of any alleged violation of or non-compliance with any
Environmental Laws or any Environmental Permits other than any Environmental
Claim or alleged violation that, if adversely determined, could not (either
individually or in the aggregate) reasonably be expected to result in
remediation costs of more than $5,000,000 or materially adversely affect the
operation of any Park; and


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


Each notice delivered under this Section 8.2 shall be
accompanied by a statement of a Responsible Officer of Parent, Holdings or the
Primary 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.


8.3.                              Existence, Etc.


(a) Preserve, renew and maintain in full force
and effect its legal existence under the laws of the jurisdiction of its
organization (other than with respect to Inactive Subsidiaries) and (b) take
all reasonable action to maintain all rights, privileges (including its good standing),
permits, licenses and franchises necessary or desirable in the normal conduct
of its business, except (i) in the case of clause (b) above, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect or (ii) in the case of clause (a) or (b) above, pursuant to a
transaction permitted by Section 9.4;



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(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; provided that, with respect
to taxes assessed against Real Properties, such taxes can be contested without
payment under applicable law;


(c) maintain and preserve all of its Properties
material to the conduct of the Business of Parent, Holdings and its
Subsidiaries (taken as a whole) in good working order and condition, except for
failures that could not reasonably be expected to result in a Material Adverse
Effect;


(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 any Lender or the
Administrative Agent, upon reasonable notice and during normal business hours
(and, except if a Default shall have occurred and be continuing, not more
frequently than once each calendar quarter), to examine, copy and make extracts
from its books and records, to visit and inspect any of its Properties, and to
discuss its business, finances, condition and affairs with its officers and
independent accountants and the general managers of its Parks, all to the
extent reasonably requested by such Lender or the Administrative Agent (as the
case may be); provided that, excluding any such visits and inspections
during the continuance of an Event of Default, only the Administrative Agent on
behalf of the Lenders may exercise rights of the Administrative Agent and the
Lenders under this Section 8.3(e).  The
Administrative Agent and the Lenders shall give the Borrowers the opportunity
to participate in any discussions with the Borrowers’ independent public accountants.  Notwithstanding anything to the contrary in
this Section 8.3(e), none of Holdings or any Subsidiary will be required to
disclose, permit the inspection, examination or making copies or abstracts of,
or discussion of, any document, information or other matter that (i)
constitutes non-financial trade secrets or non-financial proprietary
information or (ii) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective representatives or contractors) is
prohibited by law or any binding agreement.


8.4.                              Insurance.  Maintain with financially
sound and reputable insurance companies, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and
in such amounts (after giving effect to any self-insurance reasonable and
customary for similarly situated Persons engaged in the same or similar
businesses as Holdings and its Subsidiaries) as are customarily carried under
similar circumstances by such other Persons.


8.5.                              Compliance with Contractual Obligations and
Requirements of Law.  Comply with Contractual Obligations and
Requirements of Laws, unless failure to comply with such Contractual
Obligations or Requirements of Law could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.



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8.6.                              Additional Collateral, Etc. 
(a) With respect to any personal Property acquired after the Amendment
and Restatement Effective Date by Holdings or any of its Subsidiaries (other
than (w) any personal Property described in paragraph (c) of this Section, (x)
any Property subject to a Lien expressly permitted by Section 9.3(h), (y) any
Property acquired by an Excluded Foreign Subsidiary and (z) any Property
acquired after the date hereof to the extent that the creation of a security
interest therein would be prohibited by a Contractual Obligation binding on
Holdings or the Subsidiary that is the owner of such Property, provided that such
Contractual Obligation existed at the time such Property was acquired and was
not entered into in anticipation of such acquisition) as to which the
Administrative Agent, for the benefit of the Lenders, does not have a perfected
Lien, promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement or such other documents as
the Administrative Agent reasonably deems necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a security interest
in such Property and (ii) take all actions necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in such Property (subject to Permitted Liens), including
without limitation, the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Administrative
Agent.


(b) With respect to any fee interest in any Real
Property having a value (together with improvements thereof) of at least
$10,000,000 acquired after the Amendment and Restatement Effective Date by
Holdings or any of its Subsidiaries (other than any such Real Property owned by
an Excluded Foreign Subsidiary, Properties subject to the Great Escape
Agreements, Properties subject to the Partnership Parks Agreements or Marine
World Agreements or Properties subject to a Lien expressly permitted by Section
9.3(h)), promptly (i) execute and deliver a first priority Mortgage (subject to
Permitted Liens) in favor of the Administrative Agent, for the benefit of the
Lenders, covering such Real Property, (ii) if reasonably requested by the
Administrative Agent, provide the Administrative Agent with (x) mortgagee title
and extended coverage insurance insuring the first priority Lien of the
Mortgage upon such Real Property in an amount at least equal to the purchase
price of such Real Property (or such lesser amount as shall be reasonably
acceptable to the Administrative Agent) as well as a current or updated ALTA
survey thereof, certified to the Administrative Agent and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such Mortgage, each of the foregoing in form and substance
reasonably satisfactory to the Administrative Agent (provided, that
Holdings and its Subsidiaries shall only be required to use commercially
reasonable good faith efforts to obtain such consents and estoppels) and (iii)
if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.


(c) With respect to any new Subsidiary (other
than an Excluded Foreign Subsidiary or an Inactive Subsidiary) created or
acquired after the Amendment and Restatement Effective Date (which, for the
purposes of this paragraph, shall include any existing Subsidiary that ceases
to be an Excluded Foreign Subsidiary or an Inactive Subsidiary), by Holdings or
any of its Subsidiaries, promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent deems



 84
 









necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest (subject
to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned
by Holdings or any of its Subsidiaries, (ii) deliver to the Administrative
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of Holdings
or such Subsidiary, as the case may be, and (iii) with respect to any such new
Subsidiary which is a Wholly Owned Subsidiary of Holdings or any of its
Subsidiaries if such Subsidiary is a Wholly Owned Subsidiary, cause such new
Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and
(B) to take such actions necessary or advisable to grant to the Administrative
Agent for the benefit of the Lenders a perfected first priority security
interest (subject to Permitted Liens) in the Collateral described in the
Guarantee and Collateral Agreement with respect to such new Subsidiary,
including, without limitation, the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be reasonably requested by the Administrative
Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.


(d) With respect to any new Foreign Subsidiary
created or acquired after the Amendment and Restatement Effective Date by
Holdings or any of its Subsidiaries (other than any Excluded Foreign
Subsidiaries), promptly (i) execute and deliver to the Administrative Agent
such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable in order to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected
first priority security interest (subject to Permitted Liens) in the Capital
Stock of such new Subsidiary that is owned by Holdings or any of its
Subsidiaries (other than any Excluded Foreign Subsidiaries), provided
that in no event shall more than 65% of the total outstanding Capital Stock of
any such new Excluded Foreign Subsidiary be required to be so pledged, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by
a duly authorized officer of Holdings or such Subsidiary, as the case may be,
and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Lien of the Administrative Agent
thereon, and (iii) if reasonably requested by the Administrative Agent, deliver
to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.


(e) In the event any Foreign Subsidiary of
Holdings shall propose to become a Foreign Subsidiary Borrower, Holdings shall
give notice of such fact to the Administrative Agent, including a summary of
the Properties owned by such Foreign Subsidiary and its Subsidiaries; within 10
days after receipt of such information, the Administrative Agent shall provide
such information to the Lenders; and if, within 10 days after such information
is provided to the Lenders, Lenders whose Aggregate Exposure Percentages equal
or exceed 25% shall so request by written notice to the Administrative Agent,
the Administrative Agent shall so advise Holdings, and Holdings shall (i)
promptly cause such Foreign Subsidiary and, if applicable, the Subsidiaries
thereof, to create in favor of the Administrative Agent, for the benefit of the
Lenders, as security for all obligations of such Foreign Subsidiary under this



 85
 









Agreement and the other Loan Documents, a security interest in
substantially all of the Property of such Foreign Subsidiary and, if
applicable, Subsidiaries thereof, except, in each case, with respect to
Property as to which the Administrative Agent determines, in its reasonable
discretion, that the cost or difficulty of obtaining a security interest
therein would be disproportionate to the value of such security interest, (ii)
cause each Subsidiary, if any, of such Foreign Subsidiary to provide guarantees
to the Administrative Agent in respect of the obligations of such Foreign
Subsidiary under this Agreement and the other Loan Documents and (iii) provide
to the Administrative Agent and the Lenders such legal opinions with respect to
such security interests and guarantees as the Administrative Agent shall
reasonably request.


(f) Notwithstanding the provisions of this
Section, neither Parent nor Holdings shall be required to create, or to cause
their respective Subsidiaries to create, a security interest in the Capital Stock
of any Subsidiary acquired after the date hereof to the extent that the
creation of such a security interest would be prohibited by a Contractual
Obligation binding on Parent, Holdings or the Subsidiary that is the owner of
such Capital Stock; provided, that such Contractual Obligation either
(i) was negotiated in good faith in an arm’s length transaction with a Person
that is not an Affiliate of Parent or Holdings or (ii) existed at the time such
Subsidiary was acquired and was not entered into in anticipation of such
acquisition.


(g) In the event that Parent owns, directly or
indirectly, 100% of the partnership interests described in the Partnership
Parks Agreements, Parent shall promptly (i) become a party to the Guarantee and
Collateral Agreement as a guarantor and grantor thereunder, (ii) take such
actions necessary or advisable to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest (subject to
Permitted Liens) in the Collateral of Parent described in the Guarantee and
Collateral Agreement including, without limitation, the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required
by the Guarantee and Collateral Agreement or by law or as may be reasonably requested
by the Administrative Agent, and (iii) if reasonably requested by the
Administrative Agent deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.  Following such event, the
provisions of the foregoing paragraphs (a), (b), (c) and (d) shall apply to the
personal Property, Real Property and new Subsidiaries of the Parent mutatis
mutandis.


8.7.                              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 Administrative Agent may reasonably request for the purposes of implementing
or effectuating the provisions of this Agreement and the other Loan Documents,
or of more fully perfecting or renewing the rights of the Administrative Agent
and the Lenders with respect to the Collateral (or with respect to any
additions thereto or replacements or proceeds thereof or with respect to any
other Property or assets hereafter acquired by Parent, Holdings or any
Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or
thereto.  Upon the exercise by the
Administrative Agent or any Lender of any power, right, privilege or remedy
pursuant to this Agreement or the other Loan Documents which requires any
consent, approval, recording, qualification or authorization of any
Governmental Authority, Holdings will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and
other documents and papers that the Administrative Agent or such Lender may be
required to obtain



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from Holdings or any of its
Subsidiaries for such governmental consent, approval, recording, qualification
or authorization.


8.8.                              Environmental Laws. 
Except to the extent that, in the aggregate, the failure to do so could
not reasonably be expected to have a Material Adverse Effect:  (a) comply with, and ensure compliance by all
tenants and subtenants, if any, with, all applicable Environmental Laws, and
obtain and comply with and maintain, and ensure that all tenants and subtenants
obtain and comply with and maintain, any and all Environmental Permits, and (b)
conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and
promptly comply with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws.


8.9.                              Post-Closing
Matters.  Within 30 days after the
Amendment and Restatement Effective Date (or such longer period as is agreed by
the Administrative Agent in its sole discretion), the Primary Borrower shall
cause to be provided to the Administrative Agent, to the extent not previously
provided pursuant to (a) Section 7.1(a)(iii), the Mortgage Amendments and
Mortgage Assignments, (b) Section 7.1(j)(iii), the legal opinion of
Sonnenschein Nath & Rosenthal LLP described therein, (c) Section 7.1(m), final
title policies (reissue) and endorsements (as well as any outstanding
commitments) described therein, together with all other documents, affidavits
and other instruments required or to be delivered in connection therewith and
(d) Section 7.1(k)(i), the certificate representing 65% of the Capital Stock of
Servicios de Restaurantes Especializados, S.A. de C.V., together with an
undated stock power for such certificate executed in blank by a duly authorized
officer of the pledgor thereof.


SECTION 9.    NEGATIVE COVENANTS


Holdings and the Borrowers and, with respect to
Section 9.14(b) only, Parent, hereby jointly and severally agree that, so long
as the Commitments remain in effect, any Letter of Credit remains outstanding
or any Loan or other amount is owing to any Lender or any Agent hereunder, each
of Holdings and each of the Borrowers and, with respect to Section 9.14(b)
only, Parent, shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly:


9.1.                              Consolidated
Senior Secured Leverage Ratio.  (a) 
Until the earlier of (x) the Revolving Facilities Termination Date and
(y) the date on which all of the Revolving Facilities Commitments are
terminated in accordance with Section 5.3, if any Revolving Facilities
Extensions of Credit are outstanding on the last day of any fiscal quarter
(unless, with respect to any outstanding Letters of Credit, the relevant
Borrower shall at such time have on deposit in a cash collateral account
maintained with the Administrative Agent an amount at least equal to 102% of
the aggregate then undrawn and unexpired amount of such Letters of Credit),
permit the Consolidated Senior Secured Leverage Ratio as at the last day of any
period of four consecutive fiscal quarters of Holdings ending with any fiscal
quarter of Holdings ending on or closest to the respective dates set forth
below to exceed the ratio set forth opposite such date:



 87
 









 


	
  Date

  	
   

  	
  Consolidated Senior Secured

  Leverage Ratio

  	
   

  
	
  June 30, 2007

  	
   

  	
  6.00
  to 1.00

  	
   

  
	
  September 30, 2007

  	
   

  	
  6.00
  to 1.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  6.00
  to 1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  September 30, 2008

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  December 31, 2008

  	
   

  	
  5.75
  to 1.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  5.25
  to 1.00

  	
   

  
	
  March 31, 2010
  and thereafter

  	
   

  	
  4.75 to 1.00

  	
   

  



 


provided, that if proceeds of any
Optional Term Loans shall have been used to make a Restricted Payment to Parent
to enable Parent to effect the PIERS Repurchase in full on the mandatory
redemption date therefor, the Consolidated Senior Secured Leverage Ratio for
the fiscal quarters ending on or about March 31, 2010, June 30, 2010, September
30, 2010 and December 31, 2010 shall not be greater than 5.25 to 1.00.


9.2.                              Indebtedness. 
Create, incur or suffer to exist any Indebtedness except:


(a)
Indebtedness of any Loan Party pursuant to any Loan Document;


(b)
Indebtedness of any Person outstanding on the date hereof and listed on
Schedule 9.2(b), and any Indebtedness of such Person incurred to refinance,
refund, replace or renew any such outstanding Indebtedness, provided
that the principal amount of such refunding, replacement or renewal of
Indebtedness does not exceed the amount of Indebtedness being so refinanced,
refunded, replaced or renewed plus the Refinancing Expenses and any costs and
premiums associated with such refinancing, refunding, replacement or renewal;


(c)
Indebtedness of Holdings or any Subsidiary Guarantor to Holdings or to any
Subsidiary, and Guarantees by Holdings or any of its Subsidiaries of
obligations of Holdings or any Subsidiary Guarantor;


(d)
Indebtedness of any Non-Guarantor Subsidiary to Holdings or to any other
Subsidiary of Holdings, and Guarantees by Holdings or any Subsidiary of
Indebtedness of any such Non-Guarantor Subsidiary, in an aggregate amount
outstanding for all such Indebtedness and Guarantees (without duplication),
together with the aggregate outstanding amount of Investments in such
Non-Guarantor Subsidiaries made as permitted by Section 9.7(x), not exceeding
at any time $250,000,000, provided that the aggregate amount of
Indebtedness of, and Guarantees of Indebtedness of, and Investments made as
permitted by Section 9.7(x) in, Foreign Subsidiaries shall not exceed $50,000,000
at any one time outstanding;



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


(f)
(i) Indebtedness consisting of Purchase Money Indebtedness and Capital Lease
Obligations incurred after the date hereof in an aggregate principal amount not
in excess of $85,000,000 at any one time outstanding, (ii) any Indebtedness
incurred to refinance, refund, replace or renew the Indebtedness described in
the foregoing clause (i), provided that the principal amount of such
refinancing, refunding, replacement or renewal of Indebtedness does not exceed
the amount of the Indebtedness being so refinanced, refunded, replaced or
renewed plus the Refinancing Expenses and (iii) any Indebtedness in an aggregate
amount not in excess of $20,000,000 at any one time outstanding incurred in
connection with Governmental Incentives;


(g)
(i) Indebtedness of any Person outstanding on the date on which such Person
becomes a Subsidiary of Holdings; provided, that (A) such Indebtedness
was not created in connection with, or in anticipation of, such acquisition and
(B) the amount of such Indebtedness is not increased thereafter, and (ii) any
Indebtedness incurred to refinance the Indebtedness described in the foregoing
clause (i), provided that the principal amount of such refinancing
Indebtedness does not exceed the amount of the Indebtedness being so refinanced
plus any Refinancing Expenses associated therewith;


(h)
Indebtedness
of the Canadian Subsidiary in an aggregate principal amount not in excess of
C$35,000,000 at any one time outstanding;


(i)
Indebtedness
of (x) the Primary Borrower or Holdings consisting of unsecured or subordinated
Indebtedness, the Net Cash Proceeds of which are used to make Restricted
Payments to Parent to enable Parent to refinance or repay Indebtedness under
any Indenture of Parent or to fund the PIERS Repurchase or (y) Holdings
consisting of unsecured or subordinated Guarantees of Indebtedness of Parent,
the net cash proceeds of which are used by Parent to refinance or repay
Indebtedness under any Indenture of Parent or to fund the PIERS Repurchase, provided
that (i) before and after giving affect to such incurrence and the use of
proceeds thereof, no Default or Event of Default shall have occurred and be
continuing, (ii) the
Consolidated Leverage Ratio, calculated as at the last day of the most recently
ended period of four consecutive fiscal quarters of Holdings for which
financial statements have been delivered pursuant to Section 8.1(b) or (e)
after giving pro  forma effect to such incurrence and any other
Indebtedness or Guarantee, as applicable, incurred as permitted by this clause
(i) after the end of such period (as if such Indebtedness or Guarantee, as
applicable, had been incurred on the first day of such period) and the use of
proceeds thereof, shall be less than or equal to 6.5 to 1.0, (iii) such
Indebtedness (including any such Indebtedness of Parent that is Guaranteed) has
no scheduled principal payments prior to the date that is six months after the
latest maturity date then in effect for Loans hereunder and (iv) if such
Indebtedness or Guarantee is subordinated, the subordination terms applicable
thereto shall be reasonably satisfactory to the Administrative Agent;



 89
 









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


(k) Indebtedness incurred by Subsidiaries in an acquisition permitted
hereunder, any other Investment expressly permitted hereunder or any
Disposition, in each case to the extent constituting indemnification
obligations or obligations in respect of purchase price (including earn-outs)
or other similar adjustments;


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


(m) obligations in respect of performance, bid, appeal and surety bonds
and performance and completion guarantees and similar obligations provided by
Holdings or any of its Subsidiaries in the ordinary course of business or
consistent with past practice; and


(n) other Indebtedness incurred by Holdings or any of its Subsidiaries
in an amount not to exceed $15,000,000 outstanding at any one time.


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


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


(a)
Liens created pursuant to the Security Documents;


(b)
Liens in existence on the date hereof and listed on Schedule 9.3(b) and any
extension, renewal or replacement thereof; provided that such extension
renewal or replacement does not increase the outstanding principal amount of
the Indebtedness secured thereby except by the amount of the Refinancing
Expenses associated therewith;


(c)
Liens imposed by any Governmental Authority for taxes, assessments or charges
not yet due or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of Holdings or the affected Subsidiaries, as the case may be, to the
extent required by



 90
 









GAAP
or, in the case of any Foreign Subsidiary, generally accepted accounting
principles in effect from time to time in the jurisdiction of organization of
such Foreign Subsidiary;


(d)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s,
brokers’ or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days (or if more than 30 days
overdue, are unfiled and no other action has been taken to enforce such Lien)
or that are being contested in good faith and by appropriate proceedings, and
Liens securing judgments but only to the extent for an amount and for a period
not resulting in an Event of Default under clause (j) of Section 10;


(e)
pledges or deposits under workers’ compensation, unemployment insurance and
other social security legislation (other than ERISA);


(f)
deposits to secure the performance of bids, trade contracts (other than for
Indebtedness), leases (including any precautionary Uniform Commercial Code
financing statements filed by a lessor with respect to any equipment lease),
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;


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


(h)
Liens securing Purchase Money Indebtedness, Capital Lease Obligations or
Governmental Incentives to the extent such Indebtedness is permitted to be
incurred under Section 9.2(f); provided, that such Liens shall encumber
only the Property that is the subject of such Purchase Money Indebtedness,
Capital Lease Obligations or Governmental Incentives; provided that individual financings of equipment provided by one
lender may be cross-collateralized to other financings of equipment by such
lender;


(i)
Liens securing Indebtedness to the extent such Indebtedness is permitted under
Section 9.2(g); provided, that such Liens shall encumber only the
Property that is the subject of such Indebtedness;


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


(k) Liens on the Property of the Canadian
Subsidiary securing Indebtedness to the extent such Indebtedness is permitted
under Section 9.2(h);


(l) Liens securing judgments for the payment of money not constituting
an Event of Default under Section 10(j);



 91
 









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


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


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


(p) Liens (i) on cash advances in favor of the seller of any property
to be acquired in an Investment permitted pursuant to Section 9.7 to be applied
against the purchase price for such Investment and (ii) consisting of an
agreement to Dispose of any property in a Disposition permitted under Section
9.4, in each case, solely to the extent such Investment or Disposition, as the
case may be, would have been permitted on the date of the creation of such
Lien;


(q) any interest or title of a lessor under leases entered into by
Holdings or any of its Subsidiaries in the ordinary course of business;


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


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


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


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


(v) other Liens securing Indebtedness or other obligations in an
aggregate principal amount at any time outstanding not to exceed $10,000,000.



 92
 









9.4.                              Prohibition of Fundamental Changes.


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


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


(ii)                                  (A) any Subsidiary of
the Primary Borrower that is not a Loan Party may merge or consolidate with or
into any other Subsidiary of the Primary Borrower that is not a Loan Party and
(B) any Subsidiary of the Primary Borrower (other than a Borrower) may liquidate
or dissolve or change its legal form if Holdings determines in good faith that
such action is in the best interests of Holdings and its Subsidiaries and is
not materially disadvantageous to the Lenders;


(iii)                               any Subsidiary of the
Primary Borrower may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to another Subsidiary of the Primary
Borrower; provided that if the transferor in such a transaction is a Loan
Party, then (A) the transferee must be a Loan Party or (B) to the extent
constituting an Investment, such Investment must be permitted Indebtedness or a
permitted Investment of a Subsidiary which is not a Loan Party in accordance
with Sections 9.2 and 9.7, respectively;


(iv)                              so long as no Default
exists or would result therefrom, any Subsidiary of the Primary Borrower may
merge with any other Person in order to effect an Investment permitted pursuant
to Section 9.7; and


(v)                                 so long as no Default
exists or would result therefrom, a merger, dissolution, liquidation,
consolidation or Disposition, the purpose of which is to effect a Disposition
permitted pursuant to Section 9.4(c) shall be permitted.


(b) Restrictions on Acquisitions. 
Acquire all or substantially all of the business or Property from, or
all or substantially all of Capital Stock of, any Person except for (i)
purchases of inventory and other Property to be sold or used in the ordinary
course of business, (ii) Investments permitted under Sections 9.4(e) and 9.7
and (iii) Capital Expenditures (to the extent the making of such Capital
Expenditures will not result in a violation of any of the provisions of Section
9.6).



 93
 









(c) Restrictions
on Dispositions.  Consummate any
Disposition other than (i) any Disposition of any inventory or other Property
Disposed of in the ordinary course of business (including allowing any
registrations or any applications for registration of any immaterial
intellectual property rights to lapse or go abandoned in the ordinary course of
business), (ii) during any fiscal year, up to $15,000,000 of sales of used,
obsolete or worn out equipment or other Property not used in the business of
Holdings and its Subsidiaries, (iii) any Disposition of any Property to
Holdings or a Wholly Owned Subsidiary of Holdings which is a Subsidiary Guarantor
or the Primary Borrower, (iv) any Disposition of any Property to a
Non-Guarantor Subsidiary, provided that the book value of the Property
so Disposed of shall be deemed to constitute an Investment under Section
9.7(x), (v) any Property swap or exchange entered into pursuant to the Marine
World Agreements, (vi) the sale (whether through a sale, swap or exchange) of
any timeshare in any of the campground parks or pursuant to the Great Escape
Agreements permitted under Section 9.4(e)(iii), (vii) the sale of other
Property having a fair market value not to exceed $25,000,000 in the aggregate
for any fiscal year of Holdings, (viii) the sale of other Property having a
fair market value not to exceed $500,000,000 in the aggregate, provided
that with respect to all Dispositions permitted by this clause (viii), (A) such
Dispositions shall be made for at least fair market value, as determined in
good faith by the Board of Directors of Holdings or the Primary Borrower, and
for at least 75% cash or cash equivalent consideration and (B) the requirements
of Section 5.5(b) are complied with in connection therewith (subject to Section
5.11), (ix) the sale of unused Real Property that is unimproved (except for
parking lots) and that is adjacent to a Park, provided that with respect
to all Dispositions permitted by this clause (ix), (A) such Dispositions shall
be made for at least fair market value as determined in good faith by the Board
of Directors of Holdings or the Primary Borrower, and for at least 75% cash or cash
equivalent consideration and (B) the requirements of Section 5.5(b) are
complied with in connection therewith (subject to Section 5.11), (x)
Dispositions permitted by Sections 9.2(f), 9.4(a), 9.5 and 9.7 and Permitted
Liens, (xi) Dispositions in the ordinary course of business of Permitted
Investments, (xii) leases, subleases, licenses or sublicenses (including the
provision of software under an open source license), in each case in the
ordinary course of business and which do not materially interfere with the
business of Holdings and its Subsidiaries, taken as a whole, (xiii) transfers
of property subject to Recovery Events upon receipt of the Net Cash Proceeds of
such Recovery Event or (xiv) Dispositions of Investments in joint ventures to
the extent required by, or made pursuant to customary buy/sell arrangements
between, the joint venture parties set forth in joint venture arrangements and
similar binding arrangements.


To the extent any Collateral is Disposed of as
expressly permitted by this Section 9.4 to any Person other than Parent or any
of its Subsidiaries, such Collateral shall be sold free and clear of the Liens
created by the Loan Documents, and, if requested by the Administrative Agent,
upon the certification by the Borrower that such Disposition is permitted by
this Agreement, the Administrative Agent or the Collateral Agent, as
applicable, shall be authorized to take any actions deemed appropriate in order
to effect the foregoing.


(d) Sale and Leaseback. 
Enter into any transaction pursuant to which it shall convey, sell,
transfer or otherwise dispose of any Property and, as part of the same
transaction or series of transactions, rent or lease as lessee or similarly
acquire the right to possession or use of, such Property, or other Property which
it intends to use for the same purpose or purposes as such



 94
 









Property, to the extent such transaction gives rise to Indebtedness,
unless any Indebtedness arising in connection with such transaction shall be
permitted under Section 9.2(f).


(e) Certain Permitted Transactions. 
Notwithstanding the foregoing provisions of this Section 9.4:


(i)                                     Subsequent Acquisitions. 
Holdings, the Primary Borrower, any Subsidiary Guarantor or any Foreign
Subsidiary may acquire any amusement or attraction park, and the related assets
(and the assets of any related, ancillary or complementary business), of any
other Person (whether by way of purchase of assets or stock, by merger or
consolidation or otherwise) after the date hereof (each, a “Subsequent
Acquisition”) with existing cash, cash flow generated by operations, the
Unused Equity Proceeds Amount, Subordinated Parent Advances and/or the proceeds
of Loans hereunder to the extent permitted under this Agreement so long as:


(A) (i) if any
Revolving Facilities Extensions of Credit are outstanding at any time during
the most recently ended period of four consecutive fiscal quarters Holdings for
which financial statements have been delivered pursuant to Section 8.1(b) or
(e), the Loan Parties shall be in pro  forma compliance with
Section 9.1 after giving effect to such Subsequent Acquisition (as if such
Subsequent Acquisition had been consummated on the first day of such period)
and (ii) the Consolidated Leverage Ratio, calculated as at the last day of such
period after giving pro  forma effect to such Subsequent
Acquisition (as if such Subsequent Acquisition had been consummated on the
first day of such period), shall be less than 6.5 to 1.0, provided, however,
that (x) any Indebtedness incurred or repaid in connection with such Subsequent
Acquisition shall be deemed to have be incurred or repaid, as the case may be,
on such first day, and (y) Holdings shall have delivered to the Administrative
Agent, at least ten Business Days prior to the date of any such Subsequent
Acquisition, a certificate of a Responsible Officer of Holdings setting forth
(A) computations in reasonable detail demonstrating satisfaction of the
foregoing conditions as at the date of such certificate and (B) the respective
amounts of cash, cash flow generated by operations, the Unused Equity Proceeds
Amount and the proceeds of Loans hereunder being used to effect such Subsequent
Acquisition;


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



 95
 









(C) Holdings shall
deliver to the Administrative Agent (which shall promptly forward copies
thereof to each Lender) (i) as soon as possible and in any event no later than
ten days prior to the consummation of each such Subsequent Acquisition (or such
earlier date as shall be five Business Days after the execution and delivery
thereof), copies of the respective agreements or instruments pursuant to which
such Subsequent Acquisition is to be consummated (including, without
limitation, any related management, non-compete, employment, option or other
material agreements), any schedules to such agreements or instruments and all
other material ancillary documents to be executed or delivered in connection
therewith and (ii) promptly following request therefor (but in any event within
three Business Days following such request), copies of such other information
or documents (including, without limitation, environmental risk assessments)
relating to such Subsequent Acquisition as the Administrative Agent or the
Required Lenders shall have reasonably requested (and which is available, or
obtainable within such period by Holdings with reasonable efforts);


(D) to the extent
applicable, Holdings shall have complied with the provisions of Section 8.6,
including, without limitation, to the extent not theretofore delivered,
delivery to the Administrative Agent of (x) the certificates evidencing 100%
(or, in the case of any new Foreign Subsidiary the Capital Stock of which is
held by a Domestic Subsidiary, 65%) of the Capital Stock of any new Subsidiary
formed or acquired in connection with such Subsequent Acquisition, accompanied
by undated stock powers executed in blank, and (y) the agreements, instruments,
opinions of counsel and other documents required under Section 8.6;


(E) the aggregate
Purchase Price for each such Subsequent Acquisition shall not exceed the sum of
the Additional Available Amounts plus $175,000,000 (inclusive of the aggregate
amount by which the Base Capital Expenditure Amount is increased pursuant to
Section 9.6 by reason of such Subsequent Acquisition); and


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


(ii)                                  Other Acquisitions. 
Holdings or any Subsidiary of Holdings may acquire (whether through an
acquisition, swap or exchange) any amusement or attraction park or portions
thereof, and the related assets thereof, pursuant to the Marine World
Agreements.


(iii)                               Other Dispositions. 
Holdings or any Subsidiary of Holdings may Dispose of (whether through a
sale, swap or exchange) (i) any timeshare or fractional interest in any of the
campground parks or pursuant to the Great Escape Agreements and (ii) Property
that is the subject of the Marine World Agreements to the extent such
Dispositions are contemplated by the Marine World Agreements.


9.5.                              Restricted Payments. 
Declare or make any Restricted Payment, except that so long as at the
time thereof and after giving effect thereto no Default or Event of Default
shall have occurred and be continuing, Holdings may:



 96
 









(a)
make Restricted Payments to Parent in cash to enable Parent to pay
out-of-pocket accounting fees, legal fees and other administrative expenses
incurred in the ordinary course of business pursuant to the Shared Services
Agreement;


(b)
make Restricted Payments to Parent in respect of income tax liabilities of
Holdings and its Subsidiaries in accordance with the Tax Sharing Agreement; and


(c)
make Restricted Payments to Parent in cash to enable Parent to pay:


(i)                                     cash interest payable in respect of (A)
Indebtedness under the Parent Indentures outstanding on the date hereof and (B)
any other Indebtedness that refinances, refunds, replaces or renews the
Indebtedness under any Indenture of Parent and finances Refinancing Expenses
(including tender fees and premiums) associated with such refinancing,
refunding, replacement or renewal, provided that in the case of the
foregoing clause (B), (w) there shall be no scheduled payment of principal on
such Indebtedness prior to the date that is one year after the final maturity
of the Tranche B Term Loans, (x) the terms of such Indebtedness shall not, in
the good faith judgment of Parent, impose on Parent and its Subsidiaries
covenants or events of default that are in the aggregate materially more
restrictive on Parent and its Subsidiaries than those applicable under the
Parent Indenture dated as of December 5, 2003, (y) such Indebtedness shall not
be Guaranteed by any Loan Party (other than Holdings) and (z) such Indebtedness
shall not be secured by any Property of any Loan Party;


(ii)                                  distributions and other required payments
under the Partnership Parks Agreements as in effect on the date hereof as the
same may be amended in a manner not adverse to the interests of the Lenders, provided
that any amendment that increases the financial obligations of Parent and its
Subsidiaries thereunder in any material respect shall be approved by the
Required Lenders;


(iii)                               cash dividends or interest payable on the
PIERS;


(iv)                              up to $255,000,000 of amounts payable in
respect of (x) any refinancing or repayment of Indebtedness under any Indenture
of Parent or (y) the PIERS Repurchase, provided that (A) any such
Restricted Payment is funded solely with the Net Cash Proceeds of the Parks
Disposition, (B) such Restricted Payment is made within one year after the
receipt of such Net Cash Proceeds, (C) the Consolidated Leverage Ratio, calculated
as at the last day of the most recently ended period of four consecutive fiscal
quarters of Holdings for which financial statements have been delivered
pursuant to Section 8.1(b) or (e) after giving pro  forma effect
to such Disposition (as if such Disposition had been made on the first day of
such period), is less than 6.5 to 1.0 and (D) after giving effect to such
Restricted Payment, the Loan Parties have Liquidity of at least $150,000,000;
and


(v)                                 up to $500,000,000 of amounts payable in
respect of (x) any refinancing or repayment of Indebtedness under any Indenture
of Parent, or (y) the PIERS Repurchase, provided that (A) any such
Restricted Payment is funded



 97
 









solely
with the Net Cash Proceeds of any Disposition permitted under Section
9.4(c)(viii), (B) such Restricted Payment is made within one year after the
receipt of such Net Cash Proceeds, (C) the Consolidated Leverage Ratio and the
Consolidated Senior Secured Leverage Ratio, in each case calculated as at the
last day of the most recently ended period of four consecutive fiscal quarters
of Holdings for which financial statements have been delivered pursuant to
Section 8.1(b) or (e) after giving pro  forma effect to such
Disposition (as if such Disposition had been made on the first day of such period),
are less than 6.50 to 1.0 and 4.50 to 1.0, respectively;


(vi)                              amounts payable in respect of (x) any
refinancing or repayment of Indebtedness under any Indenture of Parent, or (y)
the PIERS Repurchase, provided that (A) any such Restricted Payment is funded
solely with the Net Cash Proceeds of any Disposition permitted under Section
9.4(c)(ix) or with the Net Cash Proceeds of any Recovery Event with respect to
Six Flags New Orleans, (B) such Restricted Payment is made within one year
after the receipt of such Net Cash Proceeds, (C) the Consolidated Leverage
Ratio and the Consolidated Senior Secured Leverage Ratio, in each case
calculated as at the last day of the most recently ended period of four
consecutive fiscal quarters of Holdings for which financial statements have
been delivered pursuant to Section 8.1(b) or (e) after giving pro  forma
effect to such Disposition (as if such Disposition had been made on the first
day of such period), are less than 6.50 to 1.0 and 4.50 to 1.0, respectively;


(vii)                           amounts payable in respect of (x) any
refinancing or repayment of Indebtedness under any Indenture of Parent or (y)
the PIERS Repurchase, provided, that (A) any such Restricted Payment is
funded solely with the Net Cash Proceeds of Indebtedness permitted by Section
9.2(i), (B) such Restricted Payment is made within one year after the receipt
of such Net Cash Proceeds and (C) the Consolidated Leverage Ratio, calculated
as at the last day of the most recently ended period of four consecutive fiscal
quarters of Holdings for which financial statements have been delivered
pursuant to Section 8.1(b) or (e) after giving pro  forma effect
to the incurrence of such Indebtedness (as if such Indebtedness had been
incurred on the first day of such period), is less than 6.50 to 1.00;


(viii)                        amounts payable in respect of the PIERS
Repurchase, provided, that the Consolidated Leverage Ratio, calculated
as at the last day of the most recently ended period of four consecutive fiscal
quarters of Holdings for which financial statements have been delivered
pursuant to Section 8.1(b) or (e) is less than 6.50 to 1.0;


(ix)                                amounts payable in respect of (x) the PIERS
Repurchase, (y) after January 1, 2009, if the PIERS outstanding on the date
hereof have been repaid, replaced or refinanced, any refinancing or repayment
of (1) Indebtedness under any Indenture of Parent and (2) any Indebtedness or
security of Parent the proceeds of which were used to refinance the PIERS or
(z) distributions or other



 98
 









required
payments under one or more of the Partnership Parks Agreements, provided,
that (A) any such Restricted Payment is funded solely with the Net Cash
Proceeds of Optional Term Loans and (B) such Restricted Payment is made within
one year after the receipt of such Net Cash Proceeds; and


(x)                                   to the extent constituting Restricted
Payments, Holdings and its Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 9.4, 9.7 or 9.9.


Nothing herein shall be deemed to prohibit the payment
of Restricted Payments by any Subsidiary of Holdings to Holdings or to any
other Wholly Owned Subsidiary of Holdings which is a Subsidiary Guarantor or to
the Primary Borrower, or by an Excluded Foreign Subsidiary to any other
Subsidiary of Holdings or to deliver and make dividend payments or other
distributions payable solely in Capital Stock of such Person.


9.6.                              Capital Expenditures.  Make
or commit to make any Capital Expenditure, except Capital Expenditures of
Holdings and its Subsidiaries not exceeding the Base Capital Expenditure Amount
during any fiscal year or period of Holdings; provided, that (i) any
such amount referred to above, if not so expended in the fiscal year or period
for which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year and (ii) Capital Expenditures made during any fiscal
year shall be deemed made, first, in respect of amounts carried over from the
prior fiscal year pursuant to subclause (i) above and, second, in respect of
amounts permitted for such fiscal year as provided above.  For purposes of the foregoing, the “Base
Capital Expenditure Amount” for any fiscal year shall be the amount set
forth below opposite such fiscal year:


	
  Fiscal Year

  	
   

  	
  Base Capital

  Expenditure Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $

  	
  120,000,000

  	
   

  
	
  2008

  	
   

  	
  $

  	
  120,000,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  125,000,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  130,000,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  135,000,000

  	
   

  
	
  2012

  	
   

  	
  $

  	
  140,000,000

  	
   

  
	
  2013

  	
   

  	
  $

  	
  145,000,000

  	
   

  
	
  2014

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  2015

  	
   

  	
  $

  	
  155,000,000

  	
   

  



 


plus, in each case, Additional Available Amounts
and with respect to each fiscal year in which a Subsequent Acquisition is
consummated and the immediately following fiscal year, an amount for each such
fiscal year equal to the lesser of (1) 25% of the aggregate Purchase Prices of
such Subsequent Acquisition and (2) $175,000,000 less the aggregate
Purchase Prices of such Subsequent Acquisition, in each case, for purposes of
this clause (b), the Purchase Price of any such Subsequent Acquisition to be
calculated without giving effect to the parenthetical in 9.4(e)(i)(E).



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9.7.                              Investments. 
Make or permit to remain outstanding any Investments except:


(a)
Investments outstanding on the date hereof and identified on Schedule 9.7(a);


(b)
operating deposit accounts with banks;


(c)
Permitted Investments;


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


(e)
Investments consisting of Indebtedness, Liens, fundamental changes and
Restricted Payments permitted under Sections 9.2 (other than Section 9.2(d)),
9.3, 9.4 and 9.5, respectively;


(f)
Investments (including debt obligations and Capital Stock) received in
connection with the bankruptcy or reorganization of suppliers and customers or
in settlement of delinquent obligations of, or other disputes with, customers
and suppliers arising in the ordinary course of business or upon the
foreclosure with respect to any secured Investment or other transfer of title
with respect to any secured Investment;


(g)
loans and advances to Parent (or any direct or indirect parent thereof) in lieu
of, and not in excess of the amount of (after giving effect to any other loans,
advances or Restricted Payments in respect thereof), Restricted Payments to the
extent permitted to be made to Parent in accordance with Section 9.5 (with any
such loan or advance to be deemed to be a Restricted Payment for purposes of
Section 9.5);


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


(i)
Investments to the extent that payment for such Investments is made solely with
common stock of Parent;


(j)
Investments held by a Subsidiary acquired after the Amendment and Restatement
Effective Date or of a corporation merged into the Primary Borrower or merged
or consolidated with a Subsidiary of the Primary Borrower in accordance with
Section 9.4 after the Amendment and Restatement Effective Date to the extent
that such Investments were not made in contemplation of or in connection with
such acquisition, merger or consolidation and were in existence on the date of
such acquisition, merger or consolidation;


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



 100















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


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


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


(o)         Investments constituting (i) contributions to
the equity of HWP Development LLC whether directly or through the joint venture
contemplated by the Great Escape Agreements, (ii) contributions to such joint
venture as contemplated by the Great Escape Agreements and additional
Investments therein and (iii) Investments in a joint venture to be formed for
the lease of property and construction of a time share hotel to be located in
Lake George, New York; provided that the aggregate outstanding amount of
all such Investments permitted by this clause (o) shall not exceed $10,000,000;


(p)         Investments
by Holdings and its Subsidiaries in  the
Primary Borrower and any Subsidiary Guarantor including Guarantees by Holdings
or any of its Subsidiaries of obligations of Holdings, the Primary Borrower or
any Subsidiary Guarantor;


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


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


(s)          Disposition
Investments received in connection with any Disposition permitted under Section
9.4 or any Disposition to which the Required Lenders shall have consented in
accordance with Section 12.1;


(t)            any
Acquisition permitted by Section 9.4(b) or 9.4(e);


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


(v)         
additional Investments up to but not exceeding $75,000,000 at any time
outstanding;


(w)         loans to officers, directors and employees of
Holdings or any of its Subsidiaries in an aggregate amount (as to all such
officers, director and employees) up to $1,000,000 at any one time outstanding;


(x)           
Investments, including, without limitation, the aggregate book value of
Property transferred in transactions permitted by Section 9.4(c)(iv), by
Holdings and its 



 101
 









Subsidiaries in any Non-Guarantor Subsidiaries in an aggregate amount,
together with the aggregate amount of outstanding Indebtedness of and
Guarantees of Indebtedness of Non-Guarantor Subsidiaries permitted by Section
9.2(d), not exceeding $250,000,000 at any time outstanding; provided
that the aggregate amount of Investments in Foreign Subsidiaries, together with
the aggregate amount of outstanding Indebtedness of and Guarantees of
Indebtedness of Foreign Subsidiaries permitted by Section 9.2(d), shall not
exceed $50,000,000 at any time outstanding;


(y)          Investments by Holdings or any Domestic
Subsidiary constituting the contribution to Marine World of the Marine World
Contributed Capital Expenditures in an aggregate amount of up to but not
exceeding $20,000,000; and


(z)            Investments with Additional Available
Amounts.


9.8.                              Prepayment of Certain Indebtedness.
 Purchase, redeem, retire or otherwise
acquire for value, or set apart any money for a sinking, defeasance or other
analogous fund for the purchase, redemption, retirement or other acquisition
of, or make any voluntary payment or prepayment of the principal of or interest
on, or any other amount owing in respect of, or enter into any derivative
transaction or similar transaction obligating Holdings or any of its
Subsidiaries to make payments to any other Person as a result of a change in
market value of, Indebtedness outstanding under any Indenture (it being
understood that payments of regularly scheduled principal and interest and
mandatory prepayments of Indebtedness of Holdings and its Subsidiaries shall be
permitted, and payments of Indebtedness of Holdings and its Subsidiaries shall
be permitted, with the Net Cash Proceeds of Indebtedness (to the extent such
Indebtedness constitutes a refinancing thereof and is permitted pursuant to
Section 9.2, to the extent not required to prepay any Loans or Facility pursuant
to Section 5.5))


9.9.                              Transactions with Affiliates. 
Enter into any transaction with any Affiliate unless such transaction is
upon fair and reasonable terms no less favorable to Holdings, such Borrower or
such Subsidiary, as the case may be, than it would obtain in a comparable arm’s
length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing, (i) any
Affiliate who is an individual may serve as a director, officer or employee of
Holdings or any of its Subsidiaries and receive reasonable compensation for his
or her services in such capacity, (ii) Holdings and its Subsidiaries may enter
into transactions (other than extensions of credit by Holdings or any of its
Subsidiaries to an Affiliate) providing for the leasing of Property, the
rendering or receipt of services or the purchase or sale of inventory and other
Property in the ordinary course of business if the monetary or business
consideration arising therefrom would be substantially as advantageous to
Holdings and its Subsidiaries as the monetary or business consideration that
would obtain in a comparable transaction with a Person not an Affiliate, (iii)
Holdings or any of its Subsidiaries may make an Acquisition of assets of any
Person which is an Affiliate solely by reason of such Person being controlled
by Holdings or any of its Subsidiaries and may make Investments in such Person,
provided that such Acquisitions and Investments are (A) permitted under
Section 9.4(e)(i) or 9.7 and (B) made upon fair and reasonable terms no less
favorable to Holdings or such Subsidiary, as the case may be, than it would
obtain in a comparable arm’s length transaction with a Person that is not an
Affiliate, (iv) Holdings or any of its Subsidiaries may enter into any
transaction required of it pursuant to the Great Escape Agreements, permitted
Governmental Incentives or the Marine World Agreements, (v) Holdings 



 102
 









and
its Subsidiaries may be parties to and may perform their respective obligations
under the Shared Services Agreement and the Tax Sharing Agreement and (vi)
Holdings or any of its Subsidiaries may enter into or consummate any
transaction permitted by Sections 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(h),
9.2(i)(y), 9.2(j), 9.2(k), 9.2(n), 9.4(a), 9.4(c)(iii), 9.4(c)(iv), 9.4(c)(v),
9.4(c)(vi), 9.4(c)(xii), 9.4(c)(xiv), 9.4(e)(ii), 9.4(e)(iii), 9.5, 9.7(a),
9.7(g), 9.7(h), 9.7(i), 9.7(j), 9.7(m), 9.7(n), 9.7(o), 9.7(p), 9.7(q), 9.7(u),
9.7(w) or 9.7(y).


9.10.                        Changes in Fiscal Periods. 
Permit the fiscal year of Holdings to end on a day other than December
31 or change Holdings’ method of determining fiscal quarters.


9.11.                        Certain Restrictions. 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 (a) set forth in any agreement providing for the
disposition of Property (so long as such prohibition or restraint relates only
to the Property to be disposed of), (b) set forth in any of the Loan Documents,
any Indenture (so long as such prohibition or restraint is not, in the good
faith judgment of Parent, more restrictive than those applicable under the
Parent Indenture dated as of December 5, 2003), or any other document relating
to any existing Indebtedness or any Indebtedness referred to in Section 9.2(b),
9.2(f)(iii), 9.2(g), 9.2(h), 9.2(i), or 9.2(n) (and any comparable prohibitions
or restraints in any document governing any Indebtedness incurred to refinance
any of the foregoing, so long as such prohibitions or restraints are, in the
good faith judgment of Parent, no more restrictive than those applicable to the
Indebtedness being refinanced), (c) set forth in any Real Property lease
agreement, licenses, joint venture agreements, contracts entered into in the
ordinary course of business or the Marine World Agreements otherwise permitted
hereunder to the extent that such prohibition or restraint relates only to the
Property which is the subject of such instrument and could not reasonably be
expected to result in a Material Adverse Effect and (d) set forth in any
instrument relating to a Permitted Lien, so long as such prohibitions or
restraints relate only to the Property encumbered by such Permitted Lien.


9.12.                        Lines of Business. 
Engage to any substantial extent in any line or lines of business
activity other than the business of owning and operating amusement and
attraction parks, and businesses related, ancillary or complementary thereto.


9.13.                        Modifications of Certain Documents. 
Consent to any modification, supplement or waiver of:


(a)          any
provision of the Indentures, the effect of which would be materially adverse to
the Lenders;


(b)         its
articles of incorporation or by-laws in any manner adverse, in any material
respect, to the Lenders; or


(c)          any
provision of the Marine World Agreements, the Partnership Parks Agreements, the
Great Escape Agreements, the Tax Sharing Agreement or any agreement 



 103
 









relating to any Subsequent Acquisition or any lease of Real Property
with respect to any Park if such modification, supplement or waiver would have
a Material Adverse Effect.


9.14.                        Limitation on Activities of Parent and
Holdings.  (a)  In
the case of Holdings, conduct, transact or otherwise engage in any business or
operations other than those incidental to (i) its ownership of the Capital
Stock of the Primary Borrower and PP Data Services Inc., (ii) the maintenance
of its legal existence (including the ability to incur fees, costs and expenses
relating to such maintenance), and (iii) the performance of its obligations in
the Loan Documents.


(b)  In the case of Parent, (i) conduct, transact
or otherwise engage in any business other than those incidental to (A) its
ownership of the Capital Stock of its Subsidiaries and the parks subject to the
Partnership Parks Agreements, (B) the maintenance of its legal existence
(including the ability to incur fees, cost and expenses relating to such
maintenance), (C) the performance of its obligations in the Loan Documents, the
Parent Indentures, the Partnership Parks Agreements or the PIERS, (D) any public offering or
other issuance of its Capital Stock or (E) its operation and maintenance
of assets used in the same line of business (or businesses related, ancillary
or complimentary thereto) as Parent and its Subsidiaries operate on the date
hereof, provided that the aggregate book value of the assets referred to in
this clause (E) shall not, at the time of acquisition of any such asset, exceed
an amount equal to the sum of (x) 10% of the consolidated assets of Parent and
its Subsidiaries (including Holdings and its Subsidiaries) at such time plus
(y) cash and Permitted Investments held on the Amendment and Restatement
Effective Date directly by Parent (and not through any Subsidiary of Parent)
and that are not being held in connection with the defeasance of any securities
or otherwise restricted in any way, or
(ii) 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 material adverse
conditions upon, the Parent entering into the Guarantee and Collateral
Agreement, and Guaranteeing the Obligations and granting Liens on its Property
as provided therein.


9.15                           Limitation on Hedging Agreements. 
Enter into any Hedging Agreement other than Hedging Agreements entered
into not for speculative purposes, in respect of interest rates or foreign
exchange rates; provided, that Holdings and its Subsidiaries will not
enter into any Hedging Agreement providing for payment by Holdings or any
Subsidiary of amounts based upon a floating interest rate in exchange for
receipt by Holdings or any Subsidiary of amounts based upon a fixed interest rate
(each, a “Fixed-to-Floating Swap”) if, on the date of such Hedging
Agreement and after giving effect thereto, the sum of (i) the aggregate
notional principal amount covered by all such Fixed-to-Floating Swaps plus (ii)
the aggregate principal amount of all then outstanding consolidated
Indebtedness of Parent and its Subsidiaries (determined without duplication in
accordance with GAAP) that as of such date bears interest at a floating rate
(and is not effectively bearing interest at a fixed rate through a Hedging
Agreement) would exceed 50% of then outstanding consolidated Indebtedness of
Parent and its Subsidiaries (determined in accordance with GAAP).


SECTION
10.                          EVENTS
OF DEFAULT


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



 104
 









(a)          any
Borrower shall default in the payment when due in accordance with the terms
hereof of any principal of any Loan or Reimbursement Obligation, or shall
default for five or more Business Days in the payment when due of any interest
on any Loan or Reimbursement Obligation or any fee or any other amount payable
by it hereunder or under any other Loan Document;


(b)         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
Parent or any Loan Party, or any certificate furnished to any Lender or the
Administrative Agent 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 material Park or have a Material Adverse Effect;


(c)          (i)
Parent, Holdings or the Primary Borrower shall default in the performance of
any of its obligations under (A) any of Section 8.2(a), Section 8.6 or Section
9 of this Agreement or Section 5.5 or 5.7(b) of the Guarantee and Collateral
Agreement, and such default shall continue unremedied for a period of 30 days
or (ii) an “Event of Default” under and as defined in any Mortgage shall have
occurred and be continuing, provided, that any breach of Section 9.1 of
this Agreement shall not, by itself, constitute an Event of Default pursuant to
this clause (c) in respect of the Tranche B Term Loan Facility or any Optional
Term Loan Facility until the earlier of (x) the date that is 45 days after the
date the compliance certificate reflecting such breach is required to be
delivered to the Revolving Facilities Lenders (unless the Majority Revolving
Facilities Lenders waive such compliance before the end of such 45 day period)
and (y) the date on which the Majority Revolving Credit Facilities Lenders
request that the Administrative Agent (A) declare the Revolving Facilities to
be terminated forthwith or (B) declare the Loans under the Revolving Facilities
to be due and payable forthwith;


(d)         Parent
or 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 10) or any other Loan Document and such failure
shall continue unremedied for a period of 30 days after notice thereof to the
Primary Borrower by the Administrative Agent or any Lender (through the Administrative
Agent);


(e)          Parent
or any Loan Party shall default in the payment when due of any principal of or
interest on any of its Indebtedness aggregating $25,000,000 or more or any Loan
Party shall default in the payment when due of any amount aggregating
$25,000,000 or more under any Hedging Agreement (in each case after the
expiration of all applicable grace periods);


(f)            any
event specified in any note, agreement, indenture or other document evidencing
or relating to any Indebtedness aggregating $25,000,000 or more (other than
Indebtedness under the Loan Documents) of Parent or any Loan Party shall occur
if the effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit the holder or holders of such Indebtedness
(or a trustee or agent on behalf of such holder or holders) to cause, such
Indebtedness to become due, or to be prepaid in 



 105
 









full (whether by redemption, purchase, offer to purchase or otherwise),
prior to its stated maturity or any event specified in any Hedging Agreement
shall occur if the effect of such event is to cause, or (with the giving of any
notice or the lapse of time or both) to permit, termination or liquidation
payment or payments aggregating $25,000,000 or more to become due, provided
that this clause shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of Property securing such
Indebtedness, if such sale or transfer is permitted hereunder and under the
documents providing for such Indebtedness; provided further that such
failure is unremedied and is not waived by the holders of such Indebtedness;


(g)         a
proceeding or case shall be commenced, without the application or consent of
Parent, Holdings, the Primary Borrower or any Subsidiary, in any court of
competent jurisdiction, seeking (i) its reorganization, liquidation,
dissolution, arrangement or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a receiver, custodian, trustee, examiner,
liquidator or the like of Parent, Holdings, the Primary Borrower or such
Subsidiary or of all or any substantial part of its Property, or (iii) similar
relief in respect of Parent, Holdings, the Primary Borrower or such Subsidiary
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 Parent, Holdings, the
Primary Borrower or any Subsidiary shall be entered in an involuntary case
under the Bankruptcy Code or any other applicable bankruptcy, insolvency or
similar laws;


(h)         Parent,
Holdings, the Primary Borrower or any Subsidiary shall (i) 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, (ii) make a general assignment for the benefit of its creditors,
(iii) commence a voluntary case under the Bankruptcy Code or any other
applicable bankruptcy, insolvency or similar laws, (iv) 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, (v) 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 other applicable
bankruptcy, insolvency or similar laws or take any corporate action for the
purpose of effecting any of the foregoing;


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


(j)             a
final judgment or judgments for the payment of money of $25,000,000 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 Parent, Holdings, the Primary Borrower or any Subsidiary 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 



 106
 









procured, within 60 days from the date of entry thereof, and Parent,
Holdings, the Primary Borrower or the relevant Subsidiary 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;


(k)          (i)
an ERISA Event shall have occurred, (ii) a trustee shall be appointed by a
United States district court to administer any Plan; (iii) the PBGC shall
institute proceedings to terminate any Plan or Plans, (iv) Parent, Holdings,
the Primary Borrower, any Subsidiary or any ERISA Affiliate shall have been notified
by the sponsor of a Multiemployer Plan that it has incurred or will be assessed
Withdrawal Liability to such Multiemployer Plan to such Multiemployer Plan and
such entity does not have reasonable grounds for contesting such Withdrawal
Liability or is not contesting such Withdrawal Liability in a timely and
appropriate manner, or (v) Parent, Holdings, the Primary Borrower, any
Subsidiary or any ERISA Affiliate shall engage in any “prohibited transaction”
as defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan’ and in each case in clauses (i) through (v) above, such event or
condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect;


(l)             
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 Securities and Exchange Act of 1934 (the “Exchange
Act”) 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;


(ii)                                  during any period of two consecutive years,
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, Holdings or any of its Subsidiaries is a party; or


(iv)                              Parent shall cease to own directly or indirectly 100% of the Capital
Stock of Holdings and each of the Borrowers;



 107
 









(m)(i) any Security Document, after delivery
thereof pursuant to Section 7.1 or 8.6, shall for any reason (other than
pursuant to the terms hereof or thereof) cease to create a valid and perfected
lien, with the priority required by the Security Documents (or other security
purported to be created on the applicable Collateral) on and security interest
in any material portion of the Collateral purported to be covered thereby,
subject to Permitted Liens, except to the extent that any such loss of
perfection or priority results from the failure of the Administrative Agent or
the Collateral Agent to maintain possession of certificates actually delivered
to it representing securities pledged under the Security Documents and except
as to Collateral consisting of real property to the extent that such losses are
covered by a lender’s title insurance policy and such insurer has not disputed
coverage or (ii) the Guarantee contained in Section 2 of the Guarantee and
Collateral Agreement shall cease, for any reason, to be in full force and
effect or any Loan Party or any Affiliate of any Loan Party 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 a Borrower under the United States Bankruptcy Code,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) 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) with the consent of the
Majority Revolving Facilities Lenders, the Administrative Agent may, or upon
the request of the Majority Revolving Facilities Lenders, the Administrative
Agent shall, by notice to the Primary Borrower, (A) declare the Revolving
Facilities Commitments to be terminated forthwith, whereupon the Revolving
Facilities Commitments shall immediately terminate and (B) in the case of any
Event of Default under Section 10(c) in respect of the Revolving Facilities
(but not the Tranche B Term Loan Facility or any Optional Term Loan Facility),
declare the Revolving Facilities Extensions of Credit (with accrued interest
thereon and all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith whereupon the same shall
immediately become due and payable; (ii) with the consent of the Required
Lenders (or, in the case of any Event of Default under Section 10(c) in respect
of the Revolving Facilities (but not the Tranche B Term Loan Facility or any
Optional Term Loan Facility), the Majority Revolving Facilities Lenders), the
Administrative Agent may, or upon the request of the Required Lenders (or, in
the case of any Event of Default under Section 10(c) in respect of the
Revolving Facilities (but not the Tranche B Term Loan Facility or any Optional
Term Loan Facility), the Majority Revolving Facilities Lenders), the
Administrative Agent shall, exercise any remedy with respect to the Collateral
provided for in any Security Document and (iii) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Primary
Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable.  In the case of all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of
an acceleration pursuant to this paragraph, the 



 108
 









relevant Borrower shall
at such time deposit in a cash collateral account opened by the Administrative
Agent an amount equal to the aggregate then undrawn and unexpired amount of
such Letters of Credit.  Amounts held in
such cash collateral account shall be applied by the Administrative Agent to
the payment of drafts drawn under such Letters of Credit, and the unused
portion thereof after all such Letters of Credit shall have expired or been
fully drawn upon, if any, shall be applied to repay other obligations of the
Borrowers hereunder and under the other Loan Documents.  After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been
satisfied and all other obligations of the Borrowers hereunder and under the
other Loan Documents shall have been paid in full, the balance, if any, in such
cash collateral account shall be returned to the Primary Borrower (or such
other Person as may be lawfully entitled thereto).


SECTION
11.                          THE AGENTS


11.1.                        Appointment. 
Each Lender hereby irrevocably designates and appoints the Agents as the
agents of such Lender under this Agreement and the other Loan Documents, and
each Lender irrevocably authorizes each Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against any Agent.


11.2.                        Delegation of Duties.  Each
Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties.  No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


11.3.                        Exculpatory Provisions. 
Neither any Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person’s own gross
negligence or willful misconduct) or (b) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party a
party thereto to perform its obligations hereunder or thereunder.  The Agents shall not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of
any of the 



 109
 









agreements
contained in, or conditions of, this Agreement or any other Loan Document, or
to inspect the properties, books or records of any Loan Party.


11.4.                        Reliance by Agents.  Each
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex, electronic mail or teletype message, statement, order
or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel
to the Loan Parties), independent accountants and other experts selected by
such Agent.  The Agents may deem and
treat the payee of any Note as the owner thereof for all purposes unless such
Note shall have been transferred in accordance with Section 12.6 and all
actions required by such Section in connection with such transfer shall have
been taken.  Each Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders (or, if so specified by this Agreement, all Lenders or any
other instructing group of Lenders specified by this Agreement) as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.  Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders or any other instructing group
of Lenders specified by this Agreement), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and
all future holders of the Loans.


11.5.                        Notice of Default.  No
Agent shall be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless such Agent shall have received
notice from a Lender, Holdings or a Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice
of default”.  In the event that the
Administrative Agent shall receive such a notice, the Administrative Agent
shall give notice thereof to the Lenders. 
The Administrative Agent shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders
(or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement); provided that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.


11.6.                        Non-Reliance on Agents and Other Lenders.  Each
Lender expressly acknowledges that neither any of the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of a Loan Party
or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender.  Each Lender represents to the Agents that it
has, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, Property,
financial and other condition and creditworthiness of the Loan Parties and
their affiliates and made its own decision to make its 



 110
 









Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance upon any Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, Property,
financial and other condition and creditworthiness of the Loan Parties and
their affiliates.  Except for notices,
reports and other documents expressly required to be furnished to the Lenders
by the Administrative Agent hereunder, no Agent shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the Business, Property, condition (financial or otherwise),
prospects or creditworthiness of any Loan Party or any affiliate of a Loan
Party that may come into the possession of such Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.


11.7.                        Indemnification.  The
Lenders agree to indemnify each Agent in its capacity as such (to the extent
not reimbursed by Holdings or the Borrowers and without limiting the obligation
of Holdings or the Borrowers to do so), ratably according to their respective
Aggregate Exposure Percentages in effect on the date on which indemnification
is sought under this Section (or, if indemnification is sought after the date
upon which the Commitments shall have terminated and the Loans shall have been
paid in full, ratably in accordance with such Aggregate Exposure Percentages
immediately prior to such date), for, and to save each Agent harmless from and
against, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against such Agent in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent’s gross negligence or willful
misconduct.  The Administrative Agent
shall have the right to deduct any amount owed to it by any Lender under this
Section from any payment made by it to such Lender hereunder.  The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.


11.8.                        Agent in Its Individual Capacity.  Each
Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though such Agent were
not an Agent.  With respect to its Loans
made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms “Lender” and “Lenders” shall
include each Agent in its individual capacity.


11.9                           Successor Agents.  The
Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
the Lenders and Holdings.  If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan 



 111
 









Documents,
then the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall (unless an Event of Default
under Section 10(g), (h) or (i) with respect to Holdings or a Borrower shall
have occurred and be continuing) be subject to approval by Holdings (which
approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans.  If no successor
agent has accepted appointment as Administrative Agent by the date that is 10
days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.  Any Syndication Agent may, at any time, by
notice to the Lenders and the Administrative Agent, resign as Syndication Agent
hereunder, whereupon the duties, rights, obligations and responsibilities of
such Syndication Agent hereunder shall automatically be assumed by, and inure
to the benefit of, the Administrative Agent, without any further act by such
Syndication Agent, the Administrative Agent or any Lender.  After any retiring Agent’s resignation as
Agent, the provisions of this Section 11 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement and the other Loan Documents.


11.10.                  Authorization to Release Liens and Guarantees.  The
Administrative Agent is hereby irrevocably authorized by each of the Lenders to
effect any release of Liens or guarantee obligations contemplated by Section
12.5.


11.11.                  The Arrangers and Syndication Agents. 
Neither the Arrangers nor the Syndication Agents, in their respective
capacities as such, shall have any duties or responsibilities, and none of them
shall incur any liability, under this Agreement and the other Loan Documents.


SECTION
12.                          MISCELLANEOUS


12.1                           Amendments and Waivers. 
(a) 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 12.1.  The Required Lenders (or, in respect of any
waiver, amendment or other modification of Section 9.1, the Majority Revolving
Facilities Lenders rather than the Required Lenders) and each Loan Party party
to the relevant Loan Document may, or (with the written consent of the Required
Lenders (or, in respect of any waiver, amendment or other modification of
Section 9.1, the Majority Revolving Facilities Lenders rather than the Required
Lenders)) the Administrative Agent 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 or Parent hereunder or
thereunder or (ii) waive, on such terms and conditions as may be 



 112
 









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; provided,
however, that no such waiver and no such amendment, supplement or
modification shall:


(A)      
forgive the principal amount or extend the final scheduled date of maturity of
any Loan or Reimbursement Obligation, extend the scheduled date or decrease the
amount of any amortization payment in respect of any Loan, reduce the stated
rate of any interest or fee payable hereunder or extend the scheduled date of
any payment thereof, or increase the amount or extend the expiration date of
any Commitment of any Lender, in each case without the consent of each Lender
directly affected thereby (it being understood that a waiver of any condition
precedent set forth in Section 7.2 or the waiver of any Default, mandatory
prepayment or mandatory reduction of the Commitments shall not constitute an
extension or increase of any Commitment of any Lender and it being further
understood that the waiver of (or amendment to the terms of ) any mandatory
prepayment of the Loans shall not constitute a postponement of any date
scheduled for the payment of principal or interest);


(B)        
amend, modify or waive any provision of this Section or reduce any percentage
specified in the definition of Required Lenders, consent to the assignment or
transfer by any Borrower of any of its rights and obligations under this
Agreement, release all or substantially all of the Collateral or release all or
substantially all of the value of the Guarantees of the Obligations, in each
case without the consent of all Lenders (except (i) as permitted by any Loan
Document or (ii) that such obligations of any Subsidiary Borrower may be
transferred to any other Subsidiary Borrower or the Primary Borrower in a
transaction permitted by Section 9.4(a) or with the consent of the Required
Lenders);


(C)        
change the percentage specified in the definition of the Majority Term Lenders
without the written consent of all Lenders under such Facility;


(D)       
change the percentage specified in the definition of Majority Revolving
Facilities Lenders without the written consent of all Lenders under such
Facilities;


(E)         amend,
modify or waive any provision of Section 11, or any other provision affecting
any Agent or Arrangers without the consent of such Agent or Arrangers directly
affected thereby;


(F)         amend,
modify or waive any provision of Sections 3.3 or 3.4 without the written
consent of the Swing Line Lender;


(G)        
except as permitted by Section 12.1(b)(iv), amend, modify or waive any
provision of Section 5.11 without the consent of each Lender directly affected
thereby;


(H)       
amend, modify or waive any provision of Section 4 without the consent of the
Issuing Lender;



 113
 









(I)            amend,
modify or waive any provision of the proviso to Section 10(c) as it may relate
to a Default or an Event of Default arising from the Revolving Facilities being
in default as a result of a breach of Section 9.1 without the written consent
of the Majority Term Lenders.


(b)         In addition to amendments effected pursuant
to the foregoing paragraph (a):


(i)                                     this
Agreement will be amended to add any Foreign Subsidiary of the Primary Borrower
as a Foreign Subsidiary Borrower with respect to the Multicurrency Facility
upon (A) execution and delivery by the Primary Borrower, any such Foreign
Subsidiary Borrower and the Administrative Agent, of a Joinder Agreement
providing for such Subsidiary to become a Foreign Subsidiary Borrower, and (B)
delivery to the Administrative Agent of (I) a Foreign Subsidiary Opinion in
respect of such additional Foreign Subsidiary Borrower and (II) such other
documents (including Foreign Security Documents) with respect thereto as the
Administrative Agent shall reasonably request;


(ii)                                  this
Agreement will be amended to remove any Subsidiary as a Foreign Subsidiary
Borrower upon (A) written notice by the Primary Borrower to the Administrative
Agent to such effect and (B) repayment in full of all outstanding extensions of
credit made to such Foreign Subsidiary Borrower hereunder;


(iii)                               this Agreement will be
amended to provide for increases in the Commitments and matters related thereto
upon (A) execution and delivery by the Primary Borrower, the Administrative
Agent and each Lender providing an Optional Term Loan Commitment of the
Optional Increase Amendment and (B) such other documents with respect thereto
as the Administrative Agent shall reasonably request; and


(iv)                              this
Agreement will be amended to provide for decreases in the percentage specified
in Section 5.11(d)(ii) with the written consent of the Primary Borrower and the
Majority Revolving Facilities Lenders.


Any such waiver and any
such amendment, supplement or modification effected pursuant to the foregoing
paragraphs (a) or (b) shall apply equally to each of the Lenders and shall be
binding upon the Loan Parties, Parent, the Lenders, the Administrative Agent
and all future holders of the Loans.  In
the case of any waiver, the Loan Parties, Parent, the Lenders and the
Administrative Agent 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.


For the avoidance of
doubt, this Agreement may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and each 



 114
 









Loan Party to each
relevant Loan Document (x) to add one or more additional credit facilities to
this Agreement and to permit the extensions of credit from time to time
outstanding thereunder and the accrued interest, fees and other amounts in
respect thereof (collectively, the “Additional Extensions of Credit”) to
share ratably in the benefits of this Agreement and the other Loan Documents
with the Tranche B Term Loans, the Multicurrency Extensions of Credit and
Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (y) to include appropriately the Lenders holding such credit
facilities in any determination of the Required Lenders and Majority Revolving
Credit Facilities Lenders; provided, however, that no such
amendment shall permit the Additional Extensions of Credit to share ratably
with or with preference to the Loans in the application of prepayments without
the consent of the Required Lenders, and no such amendment shall, without the
consent of all Lenders, subordinate any of the Loans, or any of the rights in
the Collateral of any Lenders, to any such Additional Extension of Credit; provided,
further, that the consent of the Required Lenders shall not be required
for any increase in Commitments pursuant to Section 5.18.


12.2.                        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 Administrative Agent),
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, the Agents and the Issuing Lenders as
follows and (ii) in the case of the Lenders, as set forth in an administrative
questionnaire delivered to the Administrative Agent or on Schedule I to the
Lender Addendum to which such Lender is a party or, in the case of a Lender
which becomes a party to this Agreement pursuant to an Assignment and
Acceptance, in such Assignment and Acceptance or (iii) in the case of any
party, to such other address as such party may hereafter notify to the other
parties hereto:


	
  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 Primary Borrower:

  	
   

  	
  Six Flags Theme
  Parks Inc. 

  c/o Holdings, as set forth above

  



 



 115
 









 


	
  The Subsidiary Borrowers:

  	
   

  	
  c/o Holdings, as
  set forth above.

  
	
   

  	
   

  	
   

  
	
  The Syndication Agents:

  	
   

  	
  Credit Suisse,
  Cayman Islands Branch 

  11 Madison Avenue 

  RDU2 

  New York, New York 10010 

  Attention:Matthew Carter 

  Telecopy:212-538-9884 

  Electronic Mail: matthew.carter.2@credit-suisse.com 

  Telephone: 919-994-5751

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lehman
  Commercial Paper Inc. 

  745 Seventh Avenue 

  New York, NY 10019 

  Attention:Theresa Siu 

  Telecopy:212-520-0450 

  Electronic Mail: tsiu@lehman.com 

  Telephone: 212-526-2683

  
	
   

  	
   

  	
   

  
	
  The Administrative Agent:

  	
   

  	
  JPMorgan Chase
  Bank, N.A. 

  111 Fannin Street, Floor 10 

  Houston, TX  77002 

  Attention:Maria Arredondo 

  Telecopy:713-750-2358 

  Electronic Mail: Maria.Arredondo@jpmchase.com Telephone: 713-750-2131

  
	
   

  	
   

  	
   

  
	
  with a copy to:

  	
   

  	
  JPMorgan Chase
  Bank, N.A. 

  270 Park Avenue, 4th Floor 

  New York, NY 10017 

  Attention:Christophe Vohmann 

  Telecopy:212-270-5127 

  Electronic Mail: christophe.vohmann@jpmorgan.com 

  Telephone: 212-270-1722

  



 



 116
 









 


	
  and, in the case of any notice relating to
  Loans denominated in euros, with a copy to:

  	
   

  	
  J.P. Morgan
  Europe Limited 

  125 London Wall, 

  London 

  EC2Y 5AJ 

  Attention: Loans Agency 

  Telephone: 44 207 777 2352.2355 

  Telecopy: 44 207 777 2360

  
	
   

  	
   

  	
   

  
	
  Issuing Lender:

  	
   

  	
  As notified by
  such Issuing Lender to the Administrative Agent and the Primary 

  Borrower

  



 


provided
that any notice, request or demand to or upon the any Agent, the Issuing Lender
or any 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.


12.3.                        No Waiver; Cumulative Remedies.  No
failure to exercise and no delay in exercising, on the part of any Agent or any
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.


12.4                           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.


12.5.                        Payment of Expenses.  The
Primary Borrower agrees (a) to pay or reimburse the Administrative Agent and
the Arrangers for all their reasonable and documented out-of-pocket costs and
expenses incurred in connection with the syndication of the Facilities
(including the charges of Intralinks but excluding fees payable to syndicate
members) and the development, preparation and execution of, and any amendment,
supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including, without limitation, the reasonable fees and disbursements
and other charges of one primary counsel to the Administrative Agent (and, if
necessary, one local counsel in each relevant jurisdiction (which, for the
avoidance of doubt, may include each jurisdiction where a Mortgaged Property is
located and, without duplication, each other jurisdiction where a Guarantor is
organized)), (b) to pay or reimburse each Lender and the Agents for all their
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents (including in connection with any workout, restructuring or
negotiations in respect thereof), including, without limitation, the fees and
disbursements of counsel to the Lenders and the Agents, (c) to pay, indemnify,
or reimburse each Lender and the Agents for, and hold each Lender and the
Agents harmless from, any and all recording and filing fees and any and all 



 117
 









liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) to pay, indemnify or
reimburse each Lender, each Agent, their respective affiliates, and their
respective officers, directors, trustees, employees, advisors, agents and
controlling persons (each, an “Indemnitee”) for, and hold each
Indemnitee harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of Holdings or any of its
Subsidiaries or any of the Properties and the fees and disbursements and other
charges of legal counsel in connection with claims, actions or proceedings by
any Indemnitee against any Loan Party hereunder (all the foregoing in this
clause (d), collectively, the “Indemnified Liabilities”), provided,
that the Primary Borrower shall have no obligation hereunder to any Indemnitee
with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnitee or of any
director, officer, or employee of such Indemnitee.  Without limiting the foregoing, and to the
extent permitted by applicable law, Holdings agrees not to assert and to cause
its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries so to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee.  All
amounts due under this Section shall be payable not later than 30 days after
written demand therefor.  Statements for
amounts payable by the Primary Borrower pursuant to this Section shall be
submitted to the attention of the Chief Financial Officer (Telephone No.
212-652-9384) (Fax No. 212-354-3089), at the address of the Primary Borrower
set forth in Section 12.2, or to such other Person or address as may be
hereafter designated by the Primary Borrower in a written notice to the
Administrative Agent.  The agreements in
this Section shall survive repayment of the Loans and all other amounts payable
hereunder.


12.6.                        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 (including any affiliate of
the Issuing Lender that issues any Letter of Credit), except that (i) no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Borrower without such consent shall be null and
void) and (ii) no Lender may 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, any Lender may assign to one or more assignees
(each, an “Assignee”) all or a portion of its rights and 



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obligations under this Agreement (including
all or a portion of its Commitments and the Loans at the time owing to it) with
the prior written consent (such consent not to be unreasonably withheld or
delayed) of:


(A)      the
Primary Borrower, provided that no consent of the Primary Borrower shall
be required for an assignment to a Lender, an affiliate of a Lender, an
Approved Fund (as defined below) or, if an Event of Default under Section
10(g), (h) or (i) has occurred and is continuing, any other Person; and


(B)        the
Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Tranche B
Term Loan or an Optional Term Loan to a Lender, an Affiliate of a Lender or an
Approved Fund.


(ii)                                  Assignments shall be subject to the following
additional conditions:


(A)      except
in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitments or Loans under any Facility, the amount of the Commitments
or Loans of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (or,
in the case of the Tranche B Term Loan Facility or any Optional Term Loan
Facility, $1,000,000) unless each of the Primary Borrower and the Administrative
Agent otherwise consent, provided that (1) no such consent of the
Primary Borrower shall be required if an Event of Default has occurred and is
continuing and (2) such amounts shall be aggregated in respect of each Lender
and its affiliates or Approved Funds, if any;


(B)        (1)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500 (which shall be paid once in connection with simultaneous
assignments for a Lender and its affiliates and Approved Funds) and (2) the
assigning Lender shall have paid in full any amounts owing by it to the
Administrative Agent; and


(C)        the
Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an administrative questionnaire in which the Assignee designates one or
more credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Primary Borrower and its Affiliates
and their related parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state
securities laws.


For the purposes of this
Section 12.6, “Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business
and that is administered or managed by (a) a Lender, (b) an affiliate of a
Lender or (c) an entity or an affiliate of an entity that administers or
manages a Lender.



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(iii)                               Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) below, from and after the effective date specified
in each Assignment and Acceptance the 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 thereunder 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 the assigning 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 Sections 5.12, 5.13, 5.14 and 12.5).  An Assignee shall not be entitled to the
benefits of Section 5.13 unless such Assignee complies with Section
5.13(d).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 12.6 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.


(iv)                              The Administrative Agent, acting for this
purpose as an agent of the Borrowers, shall maintain at one of its offices a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, in the absence of manifest error and the Borrowers, the
Administrative Agent, the Issuing Lender and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by any Lender from time to time upon reasonable prior
notice to the Administrative Agent.


(v)                                 Upon its receipt of a duly completed Assignment
and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall
accept such Assignment and Acceptance and record the information contained
therein in the Register.  No assignment
shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.


(c)          (i) Any Lender may, without the consent
of any Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such
Lender’s rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrowers, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 
Any agreement pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such 



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agreement may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 12.1
and (2) directly affects such Participant. 
Subject to paragraph (c)(ii) of this Section, each Borrower agrees that
each Participant shall be entitled to the benefits of Sections 5.12, 5.13 and
5.14 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 12.7(b) as
though it were a Lender, provided such Participant shall be subject to Section
12.7(a) as though it were a Lender.


(ii)                                  A
Participant shall not be entitled to receive any greater payment under Section
5.12 or 5.13 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Primary Borrower’s
written consent.  Any Participant that is
a Non-U.S. Lender shall not be entitled to the benefits of Section 5.13
unless such Participant complies with Section 5.13(d).


(d)         Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or Assignee for such
Lender as a party hereto.


(e)          The Primary Borrower, upon receipt of written
notice from the relevant Lender, agrees to issue Notes to any Lender requiring
Notes to facilitate transactions of the type described in paragraph (d) above.


(f)            If the Primary Borrower wishes to replace the
Loans or Commitments under any Facility with ones having different terms, it
shall have the option, with the consent of the Administrative Agent and subject
to at least three Business Days’ advance notice to the Lenders under such
Facility, instead of prepaying the Loans or reducing or terminating the
Commitments to be replaced, to (i) require the Lenders under such Facility to
assign such Loans or Commitments to the Administrative Agent or its designees
and (ii) amend the terms thereof in accordance with Section 12.1.  Pursuant to any such assignment, all Loans
and Commitments to be replaced shall be purchased at par (allocated among the
Lenders under such Facility in the same manner as would be required if such
Loans were being optionally prepaid or by payment of any accrued interest and
fees thereon and any amounts owing pursuant to Sections 5.11(b) and 5.14.  By receiving such purchase price, the Lenders
under such Facility shall automatically be deemed to have assigned the Loans or
Commitments under such Facility pursuant to an Assignment and Acceptance, and
accordingly no other action by such Lenders shall be required in connection
therewith.  The provisions of this
paragraph are intended to facilitate the maintenance of the perfection and
priority of existing security interests in the Collateral during any such
replacement.


12.7.                        Adjustments; Set-off. 
(a) Except to the extent that this Agreement provides for payments to be
allocated to a particular Lender or to the Lenders under a particular 



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Facility, (i) except to
the extent that the Loan Documents provide that only the Tranche B Term Loans
shall be secured by the Mortgaged Property of the Primary Borrower or any
Subsidiary thereof located in the State of New York (the “New York
Collateral”), if any Lender shall at any time receive any payment of all or
part of the Obligations owing to it, or receive any Collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in Section 10(g), (h) or (i), or
otherwise), in a greater proportion than any such payment to or Collateral
received by any other Lender, if any, in respect of the Obligations owing to
such other Lender, or (ii) if, as a result of any exercise of rights and
remedies with respect to the New York Collateral, any Lender holding a Tranche
B Term Loan shall at any time receive any payment of all or part of the
Obligations owing to it (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 10(g),
(h) or (i), or otherwise), in a greater proportion than any such payment to any
other Lender, if any, in respect of the Obligations owing to such other Lender,
such benefited Lender (each benefited Lender referred to in clauses (i) and
(ii) above, a “Benefited Lender”) shall purchase for cash from the other
Lenders a participating interest in such portion of the Obligations owing to
each such other Lender, or shall provide such other Lenders with the benefits
of any such Collateral, or the proceeds thereof, as shall be necessary to cause
such Benefited Lender to share the excess payment or benefits of such
Collateral, or the proceeds thereof, ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment, benefits or
proceeds is thereafter recovered from such Benefited Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest.


(b)         In addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to Parent, Holdings or any Borrower, any such notice being expressly waived by
Parent, Holdings and each Borrower to the extent permitted by applicable law,
upon any amount becoming due and payable by any Borrower hereunder (whether at
the stated maturity, by acceleration or otherwise), to set off and appropriate
and apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of Parent, Holdings or any Borrower, as the case may be.  Each Lender agrees promptly to notify Parent
and the Administrative Agent after any such setoff and application made by such
Lender, provided that the failure to give such notice shall not affect
the validity of such setoff and application.


12.8.                        U.S.A. Patriot Act.  Each
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 Lenders to identify
the Borrowers in accordance with the U.S.A. Patriot Act.


12.9                           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 or of a Lender Addendum by facsimile or other 



 122
 









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 Holdings and the Administrative Agent.


12.10.                  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.


12.11.                  Integration.  This Agreement and the other
Loan Documents represent the entire agreement of the parties hereto with
respect to the subject matter hereof and thereof, and there are no promises,
undertakings, representations or warranties by the Arrangers, any Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.


12.12.                  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.


12.13.                  Submission To Jurisdiction; Waivers.  Each
of Parent, Holdings and each Borrower 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)          in
the case of each Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower
hereby irrevocably designates Holdings (and Holdings hereby irrevocably accepts
such designation) as its agent to receive service of process in any such action
or proceeding, and agrees that such service upon Holdings shall be effective
whether or not Holdings shall inform such Foreign Subsidiary Borrower thereof;


(d)         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 Parent or Holdings, as the case may
be, (and, in the case of any Foreign Subsidiary Borrower, to such Foreign
Subsidiary Borrower c/o Holdings) at its address set forth in Section 12.2 or
at such other address of which the Administrative Agent shall have been
notified pursuant thereto;



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(e)          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


(f)            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.


12.14.                  Acknowledgments.  Each
of Parent, Holdings and each Borrower 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)         neither
any Arranger, any Agent nor any Lender has any fiduciary relationship with or
duty to Parent, Holdings or any Borrower arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Arrangers, the Agents and the Lenders, on one hand, and Parent, Holdings
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 Arrangers,
the Agents and the Lenders or among Parent, Holdings, the Borrowers and the
Lenders.


12.15.                  Confidentiality.  Each of the Agents and the Lenders 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 any Agent or any
Lender from disclosing any such information (a) to any Arranger, any Agent, any
other Lender or any affiliate of any thereof, (b) to any Participant or
Assignee (each, a “Transferee”) or prospective Transferee 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)
to any financial institution that is a direct or indirect contractual
counterparty in swap agreements or such contractual counterparty’s professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section), (e) upon the request or demand of any Governmental Authority having
jurisdiction over it, (f) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (g) in connection with any litigation or similar
proceeding, (h) that has been publicly disclosed other than in breach of this
Section, (g) to the National Association of Insurance Commissioners or any
similar organization or any nationally recognized rating agency that requires
access to information about a Lender’s investment portfolio in connection with
ratings issued with respect to such Lender or (i) in connection with the
exercise of any remedy hereunder or under any other Loan Document.


EACH LENDER ACKNOWLEDGES
THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC 



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INFORMATION CONCERNING
THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND
CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.


ALL INFORMATION,
INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE
ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS
AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND THEIR RELATED PARTIES OR THEIR
RESPECTIVE SECURITIES.  ACCORDINGLY, EACH
LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS
IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


12.16.                  Release of Collateral and Guarantee Obligations.


(a)                                                          Notwithstanding anything to the contrary
contained herein or in any other Loan Document, upon request of Holdings in
connection with any Disposition of Property permitted by the Loan Documents,
the Administrative Agent shall (without notice to, or vote or consent of, any
Lender, or any affiliate of any Lender that is a party to any Specified Hedge
Agreement) take such actions as shall be required to release or subordinate its
security interest in any Collateral being Disposed of in such Disposition, and
to release or subordinate any guarantee obligations (or execute a
subordination, non-disturbance or attornment agreement) under any Loan Document
of any Person being Disposed of in such Disposition, to the extent necessary to
permit consummation of such Disposition in accordance with the Loan Documents.


(b)                                                         Notwithstanding anything to the contrary
contained herein or any other Loan Document, when all Obligations (other than
obligations in respect of any Specified Hedge Agreement) have been paid in
full, all Commitments have terminated or expired and no Letter of Credit shall
be outstanding, upon request of Holdings, the Administrative Agent shall
(without notice to, or vote or consent of, any Lender, or any affiliate of any
Lender that is a party to any Specified Hedge Agreement) take such actions as
shall be required to release its security interest in all Collateral, and to
release all guarantee obligations under any Loan Document, whether or not on
the date of such release there may be outstanding Obligations in respect of
Specified Hedge Agreements.  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 any Borrower 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, any Borrower or any Guarantor or any substantial part of its
Property, or otherwise, all as though such payment had not been made.



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12.17.                  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 covenants,
standards or terms in this Agreement, then Holdings, the Borrowers and the
Administrative Agent 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 Holdings 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 Parent, Holdings, the Borrowers, the
Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement 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.


12.18.                  Delivery of Lender Addenda. Each initial Lender shall become a
party to this Agreement by delivering to the Administrative Agent a Lender
Addendum duly executed by such Lender, the Primary Borrower and the
Administrative Agent.


12.19.                  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.


12.20.                  Effect of Amendment and Restatement of the
Existing Credit Agreement.  On the Amendment and Restatement Effective
Date, the Existing Credit Agreement shall be amended and restated in its
entirety.  The parties hereto acknowledge
and agree that (a) this Agreement and the other Loan Documents, whether
executed and delivered in connection herewith or otherwise, do not constitute a
novation, payment and reborrowing, or termination of the “Obligations” (as
defined in the Existing Credit Agreement) under the Existing Credit Agreement
as in effect prior to the Amendment and Restatement Effective Date and which
remain outstanding; (b) such “Obligations” are in all respects continuing (as
amended and restated hereby); (c) the Liens and security interests as granted
under the Security Documents securing payment of such “Obligations” are in all
respects continuing and in full force and effect; and (d) references in the
Security Documents to the “Credit Agreement” shall be deemed to be references
to this Agreement, and to the extent necessary to effect the foregoing, each
such Security Document is hereby deemed amended accordingly.


[Remainder
of the page intentionally left blank.]



 126















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.


	
  

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeffrey R. Speed

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey R. Speed

  
	
   

  	
  Title:

  	
  Executive Vice President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX FLAGS OPERATIONS INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeffrey R. Speed

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey R. Speed

  
	
   

  	
  Title:

  	
  Executive Vice President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX FLAGS THEME
  PARKS INC.,

  as Primary Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeffrey R. Speed

  	
   

  
	
   

  	
  Name:

  	
  Jeffrey R. Speed

  
	
   

  	
  Title:

  	
  Executive Vice President and 

  Chief Financial Officer

  
						



 


[Signature Page to Six Flags Credit Agreement]













 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A., as 

  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Christophe Vohmann

  	
   

  
	
   

  	
   

  	
  Name: Christophe Vohmann

  
	
   

  	
   

  	
  Title:    Authorized Signatory

  



 


[Signature Page to Six
Flags Credit Agreement]













 


	
  

  	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  BRANCH, as Co-Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Doreen Barr

  	
   

  
	
   

  	
   

  	
  Name: Doreen Barr

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mikhail Faybusovich

  	
   

  
	
   

  	
   

  	
  Name: Mikhail Faybusovich

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
						



 


[Signature Page to Six
Flags Credit Agreement]













 


	
  

  	
  LEHMAN COMMERCIAL PAPER INC., as 

  Co-Syndication Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig Malloy

  	
   

  
	
   

  	
  Name: Craig Malloy

  
	
   

  	
  Title: Authorized Signatory

  



 


[Signature Page to Six
Flags Credit Agreement]


















ANNEX A


PRICING GRID


	
  Consolidated Senior 

  Secured

  Leverage Ratio

  	
   

  	
  Applicable Margin

  Eurocurrency Loans

  	
   

  	
  Applicable Margin

  Base Rate Loans

  	
   

  	
  Commitment Fee 

  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   > 3.50 to 1.00

  	
   

  	
  2.50%

  	
   

  	
  1.50%

  	
   

  	
  0.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   < 3.50 to 1.00

  	
   

  	
  2.25%

  	
   

  	
  1.25%

  	
   

  	
  0.50%

  	
   

  



 


Changes in the Applicable Margin or in the Commitment Fee Rate
resulting from changes in the Consolidated Senior Secured Leverage Ratio shall
become effective on each date (each, an “Adjustment Date”) on which
financial statements of Holdings are delivered to the Lenders pursuant to
Section 8.1 (but in any event not later than the 45th day after the end of each
of the first three quarterly periods of each fiscal year or the 90th day after
the end of each fiscal year, as the case may be) and shall remain in effect
until the next change to be effected pursuant to this paragraph.  If any financial statements referred to above
are not delivered within the time periods specified above, then, until such
financial statements are delivered, the Consolidated Senior Secured Leverage
Ratio as at the end of the fiscal period that would have been covered thereby
shall for the purposes of this definition be deemed to be greater than 3.50 to
1.00.


In the event that
any financial statement or Compliance Certificate is inaccurate (regardless of
whether this Agreement or the Commitments are in effect when such inaccuracy is
discovered), and such inaccuracy, if corrected, would have led to the
application of a higher Applicable Rate for any period (an “Applicable Period”)
than the Applicable Rate applied for such Applicable Period, then (i) Holdings
shall immediately deliver to the Administrative Agent a corrected financial
statement and a corrected Compliance Certificate for such Applicable Period,
(ii) the Applicable Rate shall be determined based on the corrected Compliance
Certificate for such Applicable Period, and (iii) the Primary Borrower shall
immediately pay to the Administrative Agent the accrued additional interest
owing as a result of such increased Applicable Rate for such Applicable Period,
which payment shall be promptly applied by the Administrative Agent in
accordance with Section 5.11.













ANNEX B


EXISTING LETTERS OF
CREDIT


	
  Letter of Credit 

  Issuer

  	
   

  	
  Letter of Credit 

  Number

  	
   

  	
  Beneficiary

  	
   

  	
  Principal Amount

  	
   

  	
  Expiration 

  Date

  	
   

  
	
  None.