Exhibit 10.11


FIRST AMENDMENT
AND WAIVER

TO CREDIT AGREEMENT


THIS
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of October 9, 2006
(the “Effective Date”), by and
among PALACE ENTERTAINMENT
HOLDINGS, INC. (“Holdings”), FESTIVAL
FUN PARKS, LLC, the other
Borrowers signatory thereto (sometimes collectively referred to herein
as the “Borrowers” and
individually as a “Borrower”), the
other Credit Parties signatory thereto, the Lenders party to the Credit
Agreement, and GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, for itself, as a Lender, and as Agent for the Lenders
parties from time to time to the Credit Agreement described below (“Agent”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS,
Holdings, the Borrowers, the Lenders and the Agent are parties to that certain
Credit Agreement, dated as of April 12, 2006 (the “Credit
Agreement”; capitalized terms used herein and not otherwise defined
herein shall have the meanings given such terms in the Credit Agreement), pursuant
to which the Lenders have agreed to make certain loans and other extensions of
credit to Borrowers upon the terms and conditions set forth therein; and


WHEREAS,
Holdings, Borrowers, the Lenders and the Agent desire to make certain
amendments to the Credit Agreement in accordance with, and subject to the terms
and conditions set forth in, this Amendment.


NOW,
THEREFORE, in consideration of the premises, the covenants
and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree, subject to Section 6, as follows.


1.             Amendments to the Credit Agreement.  Subject to the terms and conditions of this
Amendment, the Credit Agreement shall be amended as follows:


(a)           Section 8.1(c) of the Credit
Agreement shall be deleted in its entirety and shall be replaced in its
entirety by the following:


(c)           Holdings
or any Borrower fails or neglects to perform, keep or observe any of the
provisions of Sections 1.6 or 4.1 or any provisions set forth in Annex
C or E, and the same shall remain unremedied for three (3) Business Days or
more.


(b)           Section (a) of Annex E to the
Credit Agreement shall be deleted in its entirety and shall be replaced in its
entirety by the following:













(a)           Monthly
Financials.  To Agent, within
forty-five (45) days after the end of the Fiscal Months for July and August in
each year, financial information regarding Holdings and its Subsidiaries,
certified by the Chief Financial Officer of Holdings, consisting of
consolidated (i) unaudited balance sheets as of the close of such Fiscal Month
and the related unaudited statements of income and cash flows for that portion
of the Fiscal Year ending as of the close of such Fiscal Month and (ii) unaudited
statements of income and cash flows for such Fiscal Month, setting forth in
comparative form the unaudited figures for the months of July and August in the
prior year and the unaudited figures contained in the Projections for such
Fiscal Year, all prepared based on GAAP fundamentals and consistent with past
practices of Holdings and its Subsidiaries but not requiring standard quarterly
or year-end adjustments.  Such financial
information shall be accompanied by the certification of the Chief Financial
Officer of Holdings to Agent and Lenders that (i) such financial information
has been prepared pursuant to the normal monthly reporting procedures of
Holdings in accordance with past practices consistently applied and fairly
represents in all material respects the financial position and results of
operations of Holdings and its Subsidiaries, on a consolidated basis, in each
case as at the end of such Fiscal Month and for that portion of the Fiscal Year
then ended on a basis consistent with the prior year and (ii) any other
information presented is accurate in all material respects and that there was
no Default or Event of Default in existence as of such time or, if a Default or
Event of Default has occurred and is continuing, describing the nature thereof
and all efforts undertaken to cure such Default or Event of Default.


(c)           Sections (b) and (d) of Annex E
and Sections (b) and (c) of Annex G to the Credit Agreement shall be
amended by deleting each reference to “Borrowers and their Subsidiaries” and
replacing each such reference with “Holdings and its Subsidiaries.”


(d)           Sections (b) and (d) of Annex E
shall be amended by deleting each reference to “Borrower Representative” and
replacing such reference with “Holdings.”


(e)           Section (b) of Annex E is
further amended by deleting each reference to “Borrower” and “Borrowers” in the
last sentence of such Section and replacing each such reference with “Holdings.”


2.             Waiver.  The Borrowers have not complied with Sections
(a) and (b) of Annex E of the Credit
Agreement regarding delivery of financial reports for the month ended July 31,
2006 and the quarter ended June 30, 2006. 
The Bank hereby waives as an Event of Default Borrowers’ non-compliance
with such Sections (a) and (b) of Annex E of the Credit Agreement with
respect to the periods and reports described in preceding sentence.  Each of Holdings and the Borrowers
acknowledge and agree that any failure to comply with Annex E of the
Credit Agreement or any other provision of the Credit Agreement as amended by
this Amendment shall be an Event of Default under the Agreement.



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3.             No Other Amendments
or Waivers.  Except for
the amendments and waivers expressly set forth and referred to in Section 1
and Section 2 hereof, the Credit Agreement shall remain unchanged and in
full force and effect.  Nothing in this
Amendment is intended or shall be construed to be a novation of any Obligations
or any part of the Credit Agreement or any of the other Loan Documents or to
affect, modify or impair the continuity or perfection of the Agent’s Liens
under the Collateral Documents.


4.             Representations and
Warranties.  To induce the
Lenders and the Agent to enter into this Amendment, Holdings and each of the
Borrowers hereby warrants, represents and covenants to and with to the Lenders
and the Agent that: (a) Holdings and each of the Borrowers has the corporate or
organizational power and authority (i) to enter into this Amendment and (ii) to
do all acts and things as are required or contemplated hereunder to be done,
observed and performed by it; (b) this Amendment has been duly authorized,
executed and delivered by Holdings and each Borrower; (c) after giving effect
to this Amendment, no Default or Event of Default has occurred and is
continuing as of this date; and (d) after giving effect to this Amendment, all
of the representations and warranties made by the Credit Parties in the Credit
Agreement are true and correct in all material respects on and as of the date
of this Amendment (except to the extent that any such representations or warranties
expressly referred to a specific prior date and except for changes therein
expressly permitted or expressly contemplated by the Credit Agreement or the
other Loan Documents).  Any breach in any
material respect by Holdings or any Borrower of any of its representations,
warranties and covenants contained in this Section 4 shall be an Event
of Default under the Credit Agreement.


5.             Ratification and
Acknowledgment.  Each of
the Holdings and Borrowers hereby ratifies and reaffirms each and every term,
covenant and condition set forth in the Credit Agreement and all other Loan
Documents executed or delivered by such Credit Party.


6.             Waiver, Release and
Disclaimer.  To induce the
Lenders and the Agent to enter into this Amendment, each of Holdings and the Borrowers
hereby waives and releases any claim, defense, demand, action or suit of any
kind or nature whatsoever against the Lenders or the Agent or their respective
Affiliates, and each such Persons’ respective officers, directors, partners,
trustees, shareholders, agents, attorneys, advisors and employees, arising on
or prior to the date of this Amendment in connection with the Credit Agreement
or any of the other Loan Documents, or any of the transactions contemplated
thereunder, except that this Section 6 shall not waive or release any of
the Lenders’ or Agent’s contractual obligations under the Credit Agreement or
any of the other Loan Documents.


7.             Conditions to
Effectiveness.  The
amendments and waivers of the Credit Agreement set forth in Section 1
and Section 2 of this Amendment shall not become effective unless and
until the Agent has received one or more counterparts of this Amendment, duly
executed, completed and delivered by Holdings, each Borrower, the other Credit
Parties, the Requisite Lenders and the Agent.


8.             Reimbursement of
Expenses.  The Borrowers
hereby jointly and severally agree to reimburse the Agent on demand for all
reasonable fees and reasonable out-of-pocket costs and expenses (including
without limitation the reasonable and actual fees and expenses of its



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counsel) incurred by the Agent in connection with the
negotiation, documentation and consummation of this Amendment and the other
documents executed in connection herewith and the transactions contemplated
hereby.


9.             Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS
TO BE PERFORMED ENTIRELY WITHIN SAID STATE AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.


10.           Severability
of Provisions.  Any
provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.  To the extent
permitted by applicable law, each Credit Party hereby waives any provision of
law that renders any provision hereof prohibited or unenforceable in any
respect.


11.           Counterparts.  This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to constitute but one
original and shall be binding upon all parties, their successors and permitted
assigns.


12.           Entire
Agreement.  The Credit Agreement
as amended through this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter thereof and supersedes all prior
agreements, representations and understandings, if any, relating to the subject
matter thereof.


13.           No
Strict Construction.  The
parties hereto have participated jointly in the negotiation and drafting of
this Amendment.  In the event an
ambiguity or question of intent or interpretation arises, this Amendment shall
be construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Amendment.


[Signature pages
follow]



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IN
WITNESS WHEREOF, the parties have caused this First Amendment
and Waiver to Credit Agreement to be duly executed by their respective officers
or representatives thereunto duly authorized, as of the date first above
written.


	
  

  	
  HOLDINGS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PALACE
  ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John A. Cora

  
	
   

  	
  Name:

  	
   John A. Cora

  
	
   

  	
  Title:

  	
   President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  FESTIVAL
  FUN PARKS, LLC

  
	
   

  	
  SPLISH
  SPLASH AT ADVERTURELAND, INC.

  
	
   

  	
  FAMILY
  FUN CENTER HOLDINGS, LLC

  
	
   

  	
  SMARTPARKS
  — SAN JOSE, INC.

  
	
   

  	
  SMARTPARKS
  — RIVERSIDE, INC.

  
	
   

  	
  SMARTPARKS
  — SAN DIMAS, INC.

  
	
   

  	
  RAGING
  WATERS GROUP, INC.

  
	
   

  	
  SMARTPARKS
  — CAROLINA, INC.

  
	
   

  	
  SMARTPARKS
  — FLORIDA, INC.

  
	
   

  	
  SMARTPARKS
  — SILVER SPRINGS, INC.

  
	
   

  	
  PALACE
  MANAGEMENT COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John A. Cora

  
	
   

  	
  Name:

  	
   John A. Cora

  
	
   

  	
  Title:

  	
   President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  AGENT:

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION,
  as a Lender and

  
	
   

  	
  as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jason A. Soto

  
	
   

  	
  Name:

  	
  Jason A. Soto

  
	
   

  	
   

  	
  Its Duly
  Authorized Signatory

  
								



 













The following Persons are signatories to this Agreement in their
capacity as Credit Parties and not as Borrowers.


	
  

  	
  PALACE
  FINANCE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John A. Cora

  
	
   

  	
  Name:

  	
   John A. Cora

  
	
   

  	
  Title:

  	
   President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WET
  ‘N WILD NEVADA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John A. Cora

  
	
   

  	
  Name:

  	
   John A. Cora

  
	
   

  	
  Title:

  	
   President & CEO