31, 2008 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND OF CASH FLOWS FOR THE FISCAL YEAR END ON SUCH DATE,
REPORTED ON BY AND ACCOMPANIED BY AN UNQUALIFIED REPORT FROM KPMG LLP, PRESENT
FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION OF EACH OF
THE GEORGIA PARK AND THE TEXAS PARK AS AT SUCH DATE, AND THE CONSOLIDATED
RESULTS OF ITS OPERATIONS AND ITS CONSOLIDATED CASH FLOWS FOR THE FISCAL YEAR
THEN ENDED.
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).
(E)
COMPLIANCE.
SINCE JULY 1, 2008, (I) EACH GUARANTOR HAS COMPLIED
WITH THE TERMS AND PROVISIONS OF SUCH GUARANTOR'S CERTIFICATE OF INCORPORATION;
(II) GP HOLDINGS INC. HAS COMPLIED WITH THE TERMS AND PROVISIONS OF (X) ITS
CERTIFICATE OF INCORPORATION AND (Y) THE SUBORDINATED INDEMNITY AGREEMENT; AND
(III) EACH GUARANTOR AND ITS SUBSIDIARIES THAT ARE PARTIES THERETO HAVE COMPLIED
WITH THE TERMS AND PROVISIONS OF (W) THE SUBORDINATED INDEMNITY AGREEMENT,
(X) THE SUBORDINATED INDEMNITY ESCROW AGREEMENT, (Y) THE GA OVERALL AGREEMENT
AND (Z) THE TX OVERALL AGREEMENT.
(F)
EXCHANGE OFFER.
EXCEPT AS SET FORTH ON SCHEDULE 7(E) OF THE
NOTE, THE EXCHANGE OFFER HAS NOT BEEN TERMINATED, EXTENDED, AMENDED OR MODIFIED
IN ANY MANNER.
(G)
SFI INDENTURES.
ON MAY 14, 2009, SFI SHALL HAVE IRREVOCABLY
DEPOSITED IN IMMEDIATELY AVAILABLE FUNDS WITH THE PAYING AGENT (AS SUCH TERM IS
DEFINED IN THE SFI INDENTURE FOR THE SFI 2013 NOTES) THE SEMI-ANNUAL INTEREST
PAYMENT DUE ON APRIL 15, 2009 UNDER THE SFI 2013 NOTES (AS DEFINED IN THE
EXCHANGE OFFER) IN FULL.
(H)
LITIGATION.
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR, TO THE KNOWLEDGE
OF ANY GUARANTOR, THREATENED BY OR AGAINST ANY GUARANTOR OR ANY OF ITS
SUBSIDIARIES OR AGAINST ANY OF THEIR RESPECTIVE PROPERTIES OR REVENUES (I) WITH
RESPECT TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS, OR (II) THAT,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, HAS HAD OR COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(I)
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTIONS 6.8, 6.9, 6.10, 6.12, 6.13, AND 6.17 OF THE
SIX FLAGS CREDIT AGREEMENT AS THEY RELATE TO SUCH GUARANTOR, EACH OF WHICH IS
HEREBY INCORPORATED HEREIN BY REFERENCE TO THE BENEFIT OF THE LENDER, ARE TRUE
AND CORRECT IN ALL RESPECTS AS OF THE DATE HEREOF AS THOUGH MADE ON THE DATE
HEREOF (OR IF THEY RELATE TO AN EARLIER DATE, AS OF SUCH EARLIER DATE), AND THE
LENDER SHALL BE ENTITLED TO RELY ON EACH OF THEM AS IF THEY WERE FULLY SET FORTH
HEREIN.
9
SECTION 12.
Affirmative Covenants.
So long as this Guarantee remains in effect and the principal of and interest on
the Loan and all Expenses have not been paid in full in cash, each Guarantor
hereby jointly and severally shall,