remain outstanding any Investments
except:
(A)
INVESTMENTS OUTSTANDING ON THE DATE HEREOF AND IDENTIFIED ON SCHEDULE
7.8(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 (I) INDEBTEDNESS, LIENS, FUNDAMENTAL CHANGES AND
RESTRICTED PAYMENTS PERMITTED UNDER SECTIONS 7.3 (OTHER THAN SECTION 7.3(D) WITH
RESPECT TO PARENT), 7.4, 7.5 AND 7.6, RESPECTIVELY AND (II) INVESTMENTS BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES IN RIDES, INTELLECTUAL PROPERTY ASSETS AND
RELATED ASSETS SO LONG AS THE FAIR MARKET VALUE OF THE PROPERTY THAT IS INVESTED
DOES NOT EXCEED $115,000,000 IN THE AGGREGATE, PROVIDED THAT IN THE CASE OF ANY
INVESTMENT THAT WOULD BE A CAPITAL EXPENDITURE SUCH INVESTMENT SHALL BE
CONSIDERED A CAPITAL EXPENDITURE FOR PURPOSES OF SECTION 7.7 AND SHALL BE
DISREGARDED FOR PURPOSES OF THIS SECTION 7.8;
(F)
(I) INVESTMENTS (INCLUDING DEBT OBLIGATIONS AND CAPITAL STOCK) RECEIVED
IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF ANY PERSON OR IN
SETTLEMENT OF DELINQUENT OBLIGATIONS OF, OR OTHER DISPUTES WITH, ANY PERSON
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, (II) THE NON-CASH PROCEEDS OF ANY DISPOSITION PERMITTED BY
SECTION 7.5(C) AND (III) LIMITED PARTNERSHIP UNITS PURCHASED PURSUANT TO THE
PARTNERSHIP PARKS AGREEMENTS;
(G)
(I) LOANS AND ADVANCES TO HOLDINGS, PARENT OR ANY PARTNERSHIP PARK ENTITY
(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 HOLDINGS OR PARENT IN ACCORDANCE WITH SECTION 7.6 (WITH ANY SUCH LOAN OR
ADVANCE TO BE DEEMED TO BE A RESTRICTED PAYMENT FOR PURPOSES OF SECTION 7.6) AND
(II) INVESTMENTS BY PARENT OR ANY
85
OTHER SUBSIDIARY OF PARENT IN GP HOLDINGS, INC., SFT HOLDINGS, INC., SIX FLAGS
OVER TEXAS, INC., SFOG II, INC. AND/OR THE PARTNERSHIP PARKS ENTITIES THAT WILL
BE USED TO MAKE OR CONSTITUTE "AFFILIATE LOANS" FOR PURPOSES OF THE PARTNERSHIP
PARKS AGREEMENTS;
(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 WITH
QUALIFIED NET CASH EQUITY PROCEEDS OR WITH THE NET CASH PROCEEDS RECEIVED
(WITHOUT DUPLICATION) FROM THE ISSUANCE OF CAPITAL STOCK OF PARENT AND FROM THE
CONTRIBUTION OF CASH TO HOLDINGS FROM PARENT, IN EACH CASE AS CONTRIBUTED TO THE
BORROWER AND NOT OTHERWISE EXPENDED PURSUANT TO SECTION 7.5(E) OR 7.7 AND/OR
QUALIFIED CAPITAL STOCK OF PARENT;
(J)
INVESTMENTS HELD BY A SUBSIDIARY ACQUIRED AFTER THE CLOSING DATE OR OF A
CORPORATION MERGED INTO