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 FIRST 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.
(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 FIRST 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
ARRANGER.
(H)
FEES.
THE LENDERS, THE ADMINISTRATIVE AGENT AND THE ARRANGER SHALL HAVE
RECEIVED ALL FEES (INCLUDING, WITHOUT LIMITATION, A TICKING FEE, PAYABLE TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF EACH LENDER WHICH HAS DELIVERED AN
EXECUTED COPY OF ITS INSTITUTIONAL ALLOCATION CONFIRMATION, COMMENCING ON THE
DATE ON WHICH EACH SUCH LENDER SHALL HAVE DELIVERED A COPY OF ITS INSTITUTIONAL
ALLOCATION CONFIRMATION, OR OTHER INDICATION OF ITS COMMITMENT TO THE FACILITY
SATISFACTORY TO THE ARRANGER, AND ENDING ON THE EARLIER TO OCCUR OF THE DATE OF
TERMINATION OR EXPIRATION OF THE COMMITMENTS AND THE CLOSING DATE, CALCULATED AT
THE RATE OF 0.50% PER ANNUM ON THE AGGREGATE AMOUNT OF THE COMMITMENTS) AND THE
OTHER FEES SET FORTH IN THAT CERTAIN FEE LETTER, DATED AS OF APRIL 7, 2010,
BETWEEN BORROWER AND THE ARRANGER 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