DRAFTS OF (I) THE MULTIPLE DRAW TERM CREDIT
AGREEMENT AMONG THE ACQUISITION PARTIES AND TW AND (II) THE GUARANTEE AGREEMENT
AMONG THE LOAN PARTIES AND TW, IN EACH CASE AS FILED WITH THE BANKRUPTCY COURT
ON FEBRUARY 11, 2010 WITH ANY MATERIAL CHANGE TO ANY TERM OR CONDITION SET FORTH
IN SUCH DOCUMENTS TO BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(D)
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) TO THE EXTENT
AVAILABLE ON THE CLOSING DATE, THE FINANCIAL STATEMENTS DESCRIBED IN
SECTION 8.1(A).
(E)
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.
(F)
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 SECOND LIEN
CREDIT DOCUMENTS, THE NEW TIME WARNER FACILITY, THE PARTNERSHIP PARKS
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; PROVIDED THAT ANY AGREEMENT, DOCUMENT,
INSTRUMENT OR CONTRACT POSTED ON INTRALINKS, SYNDTRAK, DATASITE OR A
SUBSTANTIALLY SIMILAR ELECTRONIC TRANSMISSION (EACH, A "PLATFORM") WILL BE
DEEMED TO HAVE BEEN PROVIDED, AND CERTIFIED AS TO ITS AUTHENTICITY, BY PARENT
AND/OR HOLDINGS.
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(G)
PAYMENT OF EXISTING INDEBTEDNESS; NO MATERIAL INDEBTEDNESS.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT THAT (I) ALL AMOUNTS OUTSTANDING UNDER THE EXISTING CREDIT
AGREEMENT AND THE EXISTING TIME WARNER FACILITY SHALL HAVE BEEN PAID IN FULL IN
CASH, ALL COMMITMENTS RELATING TO THE FOREGOING SHALL HAVE BEEN TERMINATED AND
ALL LIENS AND SECURITY INTERESTS RELATED THERETO SHALL HAVE BEEN TERMINATED OR
RELEASED AND (II) THE OUTSTANDING PRINCIPAL AND ALL ACCRUED AND UNPAID
PRE-PETITION INTEREST OF SIX FLAGS OPERATIONS INC. UNDER ITS 12 1⁄4% NOTES DUE
2016 SHALL HAVE BEEN PAID.
AFTER GIVING EFFECT TO THE REPAYMENTS AND
REFINANCING OF INDEBTEDNESS OF THE LOAN PARTIES THAT SHALL OCCUR ON THE CLOSING
DATE, THE LOAN PARTIES SHALL HAVE NO MATERIAL INDEBTEDNESS OTHER THAN UNDER THE
LOAN DOCUMENTS, THE SECOND LIEN CREDIT DOCUMENTS, THE NEW TIME WARNER FACILITY,
THE PARTNERSHIP PARKS AGREEMENTS AND CERTAIN EXISTING INDEBTEDNESS (INCLUDING
CERTAIN EXISTING INTERCOMPANY INDEBTEDNESS) REASONABLY SATISFACTORY TO THE
ARRANGERS.
(H)
FEES.
THE LENDERS, THE ADMINISTRATIVE AGENT AND THE ARRANGERS SHALL
HAVE RECEIVED ALL FEES (INCLUDING, WITHOUT LIMITATION, THE TICKING FEES AND
OTHER FEES SET FORTH IN THAT CERTAIN FEE LETTER, DATED AS OF APRIL 7, 2010,
BETWEEN BORROWER, THE ARRANGERS AND GOLDMAN SACHS LENDING PARTNERS LLC) REQUIRED
TO BE