(i) above and, second, in respect of amounts
permitted for such fiscal year as provided above.
For purposes of the
foregoing, the "Base Capital Expenditure Amount" shall be an amount equal to
$100,000,000 for the fiscal year ending December 31, 2010 and an amount equal to
$110,000,000 for any subsequent fiscal year plus, in each case, with respect to
each fiscal year in which an Acquisition is consummated and the immediately
following fiscal year, an amount for each such fiscal year equal to 40% of the
EBITDA of the Person so acquired for the four fiscal quarters of such Person
immediately preceding the date of such Acquisition (it being understood and
agreed that EBITDA shall be calculated as set forth in the definition of "Parent
Consolidated Adjusted EBITDA") plus, in each case, the Net Cash Proceeds
received from the issuance of Capital Stock of Parent and from the related
contribution of cash to Holdings from Parent, in each case as contributed to the
Borrower, that are not otherwise expended pursuant to Section 9.5(e) or 9.8(i).
9.8.
Investments.
Make or permit to remain
outstanding any Investments except:
(A)
INVESTMENTS OUTSTANDING ON THE DATE HEREOF AND IDENTIFIED ON
SCHEDULE 9.8(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 9.3 (OTHER THAN
SECTION 9.3(D) WITH RESPECT TO PARENT), 9.4, 9.5 AND 9.6, 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 $100,000,000 IN
THE
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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 9.7 AND SHALL BE DISREGARDED FOR PURPOSES OF THIS
SECTION 9.8;
(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 9.5(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