Exhibit 4.1
Execution Version
Fourth Supplemental Indenture
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 2024, among Six Flags Entertainment Corporation, a Delaware corporation (formerly known as CopperSteel HoldCo, Inc., as successor to former Six Flags Entertainment Corporation (“SFEC”)) (“HoldCo”), the subsidiaries listed in Exhibit I hereto (collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), each a subsidiary of HoldCo, and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, SFEC has heretofore executed and delivered to the Trustee an indenture (as supplemented to the date hereof, the “Indenture”), dated as of June 16, 2016, by and among SFEC, Guarantors party thereto and the Trustee, providing for the issuance of 4.875% Senior Notes due 2024 (the “Notes”);
WHEREAS, pursuant to an Agreement and Plan of Merger, dated November 2, 2023, by and among SFEC, Cedar Fair, L.P. (“Cedar Fair”), Copper Merger Sub, LLC and HoldCo, each of SFEC and Cedar Fair has merged with and into HoldCo as of the date hereof, with HoldCo continuing as the surviving entity (the “Merger”);
WHEREAS, substantially concurrently with the consummation of the Merger, (i) HoldCo is assuming the obligations of SFEC as the Company under the Indenture and (ii) each direct or indirect wholly-owned subsidiary of Cedar Fair, including the Guaranteeing Subsidiaries, is becoming a direct or indirect wholly-owned subsidiary of HoldCo;
WHEREAS, Section 5.01 of the Indenture provides that SFEC, in its capacity as the Company under the Indenture, may merge with or into another Person if, among other things, the Person surviving such merger assumes all of the obligations of SFEC pursuant to a supplemental indenture under the Notes and the Indenture;
WHEREAS, Section 4.15 of the Indenture provides that if any of the Company’s Domestic Subsidiaries that is not a Guarantor guarantees or becomes otherwise obligated under a Credit Facility incurred under Section 4.09(b)(2) of the Indenture or Indebtedness incurred in reliance on Section 4.09(a) of the Indenture, then such Domestic Subsidiary or obligor shall execute and deliver to the Trustee a supplemental indenture to which such Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture;
WHEREAS, each of the Guaranteeing Subsidiaries is an obligor under a Credit Facility and/or is required, pursuant to Section 4.15 of the Indenture, to unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, HoldCo, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO ASSUME OBLIGATIONS OF THE COMPANY. HoldCo, as the Person surviving the consummation of the Merger, hereby agrees to assume all obligations of SFEC in its capacity as the Company under the Notes and the Indenture. Effective on the date hereof and pursuant to Section 5.02 of the Indenture, all provisions of the Indenture referring to the “Company” shall hereafter refer to HoldCo and not SFEC, and HoldCo may exercise every right and power previously held by SFEC under the Indenture with the same effect as if HoldCo had originally been named as the Company under the Indenture on the Issue Date.
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