Exhibit 10.4
EXECUTION VERSION
ADDITIONAL SUBSIDIARY BORROWER AGREEMENT
THIS ADDITIONAL SUBSIDIARY BORROWER AGREEMENT dated as of July 1, 2024 (this “Agreement”), is entered into among SIX FLAGS ENTERTAINMENT CORPORATION (f/k/a CopperSteel HoldCo, Inc.), a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation (the “Additional Subsidiary Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent.
Reference is hereby made to the Credit Agreement, dated as of May 1, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, Millennium Operations LLC, a Delaware limited liability company, Canada’s Wonderland Company, a Nova Scotia unlimited company, the other Subsidiary Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to Section 1.04 of the Credit Agreement, Holdings and the Additional Subsidiary Borrower desire that the Additional Subsidiary Borrower become a Subsidiary Borrower under the Credit Agreement. Holdings represents that (a) the Additional Subsidiary Borrower is organized in Delaware as a corporation and is a Wholly Owned Subsidiary of Holdings and (b) the representations and warranties of Holdings and the Additional Subsidiary Borrower (after giving effect to this Agreement) set forth in Sections 3.01, 3.02, 3.03 and 3.04 of the Credit Agreement are true and correct in all material respects (or in the case of any such representation or warranty qualified by “materiality” or Material Adverse Effect, true and correct in all respects) as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (or in the case of any such representation or warranty qualified by “materiality” or Material Adverse Effect, true and correct in all respects) as of such earlier date).
Subject to Section 1.04 of the Credit Agreement, upon execution of this Agreement by each of Holdings, the Additional Subsidiary Borrower and the Administrative Agent, the Additional Subsidiary Borrower shall be a party to the Credit Agreement and shall constitute a “Subsidiary Borrower” and a “Borrower” with respect to the Post-Merger Revolving Facility for all purposes thereof, and the Additional Subsidiary Borrower hereby agrees to be bound by, and shall have all the rights under, all of the terms, provisions and conditions contained in the Credit Agreement applicable to it as a Subsidiary Borrower and a Borrower under the Post-Merger Revolving Facility, including all of the payment and performance obligations, contingent or otherwise, on the part of a Subsidiary Borrower under the Credit Agreement.
This Agreement shall become effective when the Administrative Agent shall have executed a counterpart hereof and shall have received copies hereof which, when taken together, bear the signatures of the Additional Subsidiary Borrower and Holdings, and thereafter shall be binding upon and inure to the benefit of the Additional Subsidiary Borrower, Holdings, the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks, and their
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