Exhibit 4.5
Execution Version
First Supplemental Indenture
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 1, 2024, among Six Flags Theme Parks Inc. (“SFTP”), a Delaware corporation, Six Flags Entertainment Corporation, a Delaware corporation (formerly known as CopperSteel HoldCo, Inc., as successor to former Six Flags Entertainment Corporation (“Six Flags”)) (“HoldCo,” and together with SFTP, the “Co-Issuers”), Canada’s Wonderland Company, a Nova Scotia unlimited liability company, Magnum Management Corporation, an Ohio corporation, and Millennium Operations LLC, a Delaware limited liability company (collectively, the “Additional Co-Issuers” and each, an “Additional Co-Issuer”), 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”) and collateral agent (the “Notes Collateral Agent”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 2, 2024, by and among Six Flags and SFTP, each as Co-Issuers, the Guarantors party thereto, the Trustee and the Notes Collateral Agent, providing for the issuance of 6.625% Senior Secured Notes due 2032 (the “Notes”);
WHEREAS, pursuant to an Agreement and Plan of Merger, dated November 2, 2023, by and among Six Flags, Cedar Fair, L.P. (“Cedar Fair”), Copper Merger Sub, LLC and HoldCo, each of Six Flags 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 Six Flags as a Co-Issuer under the Indenture and (ii) each direct or indirect wholly-owned subsidiary of Cedar Fair, including the Additional Co-Issuers and the Guaranteeing Subsidiaries, is becoming a direct or indirect wholly-owned subsidiary of HoldCo;
WHEREAS, the Merger is permitted under the Indenture, including pursuant to Section 5.01 thereof;
WHEREAS, the Indenture provides that upon the consummation of the Merger, a supplemental indenture shall be entered into, pursuant to which, (i) HoldCo will assume all obligations of Six Flags under the Indenture and under the Notes; (ii) SFTP will remain a Co-Issuer of the Notes; (iii) the Additional Co-Issuers will each become a Co-Issuer of the Notes; and (iv) each Cedar Fair Subsidiary Guarantor that guarantees indebtedness under the HoldCo Credit Agreement shall become parties to the Indenture as Guarantors;
WHEREAS, each of the Guaranteeing Subsidiaries is a Cedar Fair Subsidiary Guarantor that guarantees indebtedness under the HoldCo Credit Agreement and is required, pursuant to Section 5.01 of the Indenture, following the consummation of the Merger, to unconditionally guarantee all of the Co-Issuers’ 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, SFTP, the Additional Co-Issuers, 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. AGREEMENTTO ASSUME OBLIGATIONSOF SIX FLAGS. HoldCo, as the Person surviving the consummation of the Merger, hereby agrees to assume all obligations of Six Flags in its capacity as a Co-Issuer 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 HoldCo may exercise every right and power of the Company under the Indenture with the same effect as if HoldCo had originally been named as the Company under the Indenture on the Issue Date.
