GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO
BE PERFORMED ENTIRELY WITHIN SAID STATE AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.
10.
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AMENDMENT WHICH
IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY
HEREBY WAIVES ANY PROVISION OF LAW THAT RENDERS ANY PROVISION HEREOF PROHIBITED
OR UNENFORCEABLE IN ANY RESPECT.
11.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
SEVERAL COUNTERPARTS, ALL OF WHICH SHALL BE DEEMED TO CONSTITUTE BUT ONE
ORIGINAL AND SHALL BE BINDING UPON ALL PARTIES, THEIR SUCCESSORS AND PERMITTED
ASSIGNS.
12.
ENTIRE AGREEMENT.
THE CREDIT AGREEMENT AS AMENDED THROUGH THIS
AMENDMENT EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO
THE SUBJECT MATTER THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER THEREOF.
13.
NO STRICT CONSTRUCTION.
THE PARTIES HERETO HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AMENDMENT.
IN THE EVENT AN
AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS AMENDMENT SHALL
BE CONSTRUED AS IF DRAFTED JOINTLY BY THE PARTIES HERETO AND NO PRESUMPTION OR
BURDEN OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE
AUTHORSHIP OF ANY PROVISIONS OF THIS AMENDMENT.
[Signature pages follow]
4
IN WITNESS WHEREOF, the parties have caused this First Amendment and Waiver to
Credit Agreement to be duly executed by their respective officers or
representatives thereunto duly authorized, as of the date first above written.
HOLDINGS:
PALACE ENTERTAINMENT HOLDINGS, INC.
By:
/s/ John A. Cora
Name:
John A. Cora
Title:
President & CEO
BORROWERS:
FESTIVAL FUN PARKS, LLC
SPLISH SPLASH AT ADVERTURELAND, INC.
FAMILY FUN CENTER HOLDINGS, LLC
SMARTPARKS - SAN JOSE, INC.
SMARTPARKS - RIVERSIDE, INC.
SMARTPARKS - SAN DIMAS, INC.
RAGING WATERS GROUP, INC.
SMARTPARKS - CAROLINA, INC.
SMARTPARKS - FLORIDA, INC.
SMARTPARKS - SILVER SPRINGS, INC.
PALACE MANAGEMENT COMPANY, LLC
By:
/s/ John A. Cora
Name:
John A. Cora
Title:
President & CEO
AGENT:
GENERAL ELECTRIC CAPITAL
CORPORATION, as a Lender and
as Agent
By:
/s/ Jason A. Soto
Name:
Jason A. Soto
Its Duly Authorized Signatory
The following Persons are signatories to this Agreement in their capacity as
Credit Parties and not as Borrowers.
PALACE FINANCE, INC.
By:
/s/ John A. Cora
Name:
John A. Cora
Title:
President & CEO
WET 'N WILD NEVADA, INC.
By:
/s/ John A. Cora
Name:
John A. Cora
Title:
President & CEO