EXHIBIT 10.1
EIGHTH AMENDMENT
EIGHTH AMENDMENT, dated as of July 28, 2006 (this "Amendment"), to
the Amended and Restated Credit Agreement, dated as of July 8, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among SIX FLAGS, INC., a Delaware corporation ("Parent"), SIX FLAGS OPERATIONS
INC., a Delaware corporation ("Holdings"), SIX FLAGS THEME PARKS INC., a
Delaware corporation (the "Primary Borrower"), the Foreign Subsidiary Borrowers
from time to time parties to the Credit Agreement (together with the Primary
Borrower, the "Borrowers"), the several banks and other financial institutions
or entities from time to time parties to the Credit Agreement, THE BANK OF NEW
YORK and BANK OF AMERICA, N.A., as syndication agents, CREDIT LYONNAIS, NEW YORK
BRANCH, as documentation agent, and LEHMAN COMMERCIAL PAPER INC., as
administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make and have made loans and other extensions of credit to the Borrowers;
WHEREAS, the Borrowers have requested and, upon this Amendment
becoming effective, the Lenders will have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment; and
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 Amendments to Section 1.1 of the Credit Agreement.
(a) The definition of "Applicable Margin" set forth Section 1.1 of
the Credit Agreement is hereby amended in its entirety to read as follows:
"Applicable Margin": (a) with respect to Base Rate Loans, 2.00% per
annum and (b) with respect to Eurocurrency Loans, 3.00% per annum; provided that
on and after the first Adjustment Date, the Applicable Margin with respect to
any Loans will be the rate per annum determined for such Type of Loan pursuant
to the applicable Pricing Grid.
(b) The definition of "Consolidated EBITDA" set forth in Section 1.1
of the Credit Agreement is hereby amended by deleting clause (a) thereof in its
entirety and substituting in lieu thereof the following clause (a):
(a) operating income (or loss) for such period ((i) excluding any gains or
losses for such period attributable to the Disposition of any property or
assets of Holdings or any of its Subsidiaries, (ii) excluding any earnings
or charges for such period resulting from the write-up or write-down of
any property or assets of Holdings or any of its Subsidiaries and (iii)
plus cash received for such period from investments of Holdings or any of
its Subsidiaries in partnerships or any Person for which the investment is
accounted for by the equity method), plus
(c) The definition of "Consolidated Total Debt" set forth in Section
1.1 of the Credit Agreement is hereby amended by inserting the words "and in the
Pricing Grids set forth in Annex A" immediately following the phrase "as such
term is used in Section 10.1(a)".
(d) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following definition in the appropriate alphabetical order:
"Identified Parks": the collective reference to Six Flags Darien
Lake (outside Buffalo, New York); Six Flags Waterworld (Concord,
California); Six Flags Elitch Gardens (Denver, Colorado); Wild Waves and
Enchanted Village (outside Seattle, Washington); Six Flags Splashtown
(Houston, Texas); Six Flags Magic Mountain and Hurricane Harbor (near Los
Angeles, California); and Frontier City and White Water Bay (Oklahoma
City, Oklahoma).
2.2 Amendment to Section 6.5(b) of the Credit Agreement. Section
6.5(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:
(b) Unless the Required Prepayment Lenders shall otherwise agree, if
on any date Holdings or any of its Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event, the Tranche B Term Loans
shall be prepaid, and/or the Multicurrency Commitments shall be reduced,
on or before the date which is thirty days following the date of receipt
of such Net Cash Proceeds, by an amount equal to the amount of such Net
Cash Proceeds, as set forth in Section 6.5(d); provided that,
notwithstanding the foregoing:
(i) no prepayment of the Tranche B Term Loans or reduction of
the Multicurrency Commitments shall be required to be made under
this Section 6.5(b) in respect of the Net Cash Proceeds received by
Holdings or any of its Subsidiaries from any Recovery Event in
respect of which a Reinvestment Notice has been delivered, so long
as, on each Reinvestment Prepayment Date, the Tranche B Term Loans
shall be prepaid, and/or the Multicurrency Commitments shall be
reduced, by an amount equal to the Reinvestment Prepayment Amount
with respect to the relevant Recovery Event, as set forth in Section
6.5(d);
(ii) no prepayment of the Tranche B Term Loans or reduction of
the Multicurrency Commitments shall be required to be made under
this Section 6.5(b) in respect of the Net Cash Proceeds received by
Holdings or any of its Subsidiaries from the sales of the Cleveland
Park and/or the European Parks that are in excess of (A) $45,000,000
if, on such date, the sale of the Cleveland Park has been
consummated but the sale of the European Parks has not been
consummated, (B) $125,000,000 if, on such date, the sale of the
European Parks has been consummated or (C) $125,000,000 if, on such
date, the sale of the European Parks and the Cleveland Park have
been consummated; and
(iii) no prepayment of the Tranche B Term Loans or reduction
of the Multicurrency Commitments shall be required to be made under
this Section 6.5(b) in respect of the Net Cash Proceeds received by
Holdings or any of its Subsidiaries from the sale of the Houston
Park.
2.3 Amendment to Section 7.2 of the Credit Agreement. Section 7.2 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
7.2 No Change. Since January 1, 2006, except for the events and
developments discussed or referred to in the mid-quarter investor
conference call of Parent and its Subsidiaries on June 22, 2006, the
letter to Lenders from Parent dated July 17, 2006 and/or the conference
call among representatives of Parent, the Administrative Agent and the
Lenders on July 18, 2006, there has been no development or event that has
had or could reasonably be expected to have a Material Adverse Effect.
2.4 Amendments to Section 10.1 of the Credit Agreement.
(a) Section 10.1(a) of the Credit Agreement is hereby amended by
deleting the ratios set forth therein for fiscal quarters FQ3 2006 through and
including FQ4 2007 and substituting in lieu thereof the following:
- --------------------------------------------------------------------------------
Fiscal Quarter Consolidated Leverage Ratio
- --------------------------------------------------------------------------------
FQ3 2006 4.50 to 1.00
FQ4 2006 4.50 to 1.00
FQ1 2007 4.50 to 1.00
FQ2 2007 4.00 to 1.00
FQ3 2007 3.75 to 1.00
FQ4 2007 3.50 to 1.00
- --------------------------------------------------------------------------------
(b) Section 10.1(b) of the Credit Agreement is hereby amended by
deleting the ratios set forth therein for fiscal quarters FQ3 2006 through and
including FQ4 2007 and substituting in lieu thereof the following:
- --------------------------------------------------------------------------------
Consolidated
Fiscal Quarter Interest Coverage Ratio
- --------------------------------------------------------------------------------
FQ3 2006 2.50 to 1.00
FQ42006 2.50 to 1.00
FQ1 2007 2.50 to 1.00
FQ2 2007 2.75 to 1.00
FQ3 2007 3.00 to 1.00
FQ4 2007 3.25 to 1.00
- --------------------------------------------------------------------------------
(c) Section 10.1(c) of the Credit Agreement is hereby amended by
deleting the ratios set forth therein for fiscal quarters FQ3 2006 through and
including FQ4 2007 and substituting in lieu thereof the following:
- --------------------------------------------------------------------------------
Consolidated Debt
Fiscal Quarter Service Coverage Ratio
- --------------------------------------------------------------------------------
FQ3 2006 2.00 to 1.00
FQ4 2006 2.00 to 1.00
FQ1 2007 2.00 to 1.00
FQ2 2007 2.25 to 1.00
FQ3 2007 2.50 to 1.00
FQ4 2007 2.75 to 1.00
- --------------------------------------------------------------------------------
(d) Section 10.1(d) of the Credit Agreement is hereby amended by
deleting the ratios set forth therein for fiscal quarters FQ3 2006 through and
including FQ4 2007.
2.5 Amendment to Section 10.4(c)(x) of the Credit Agreement. Section
10.4(c)(x) of the Credit Agreement is hereby amended in its entirety to read as
follows:
(x) the Disposition of the Identified Parks, provided that with respect to
all Dispositions permitted by this clause (x), (A) such Dispositions shall
be made for at least fair market value, as determined in good faith by the
Board of Directors of Holdings or the Primary Borrower, and for at least
75% cash or cash equivalent consideration, (B) the requirements of Section
6.5(b) are complied with in connection therewith (subject to Section 6.11)
and (C) to the extent that more than $300,000,000 of Net Cash Proceeds in
respect of all such Dispositions have been distributed (or will, within
ten Business Days after the receipt thereof, be distributed) to Parent as
permitted by Section 10.5(c)(ix), then the Borrowers shall have prepaid
pursuant to Section 6.4, by the date that is 45 days after the receipt of
Net Cash Proceeds in respect of the Disposition of an Identified Park, an
aggregate principal amount of Tranche B Term Loans that is at least equal
to (I) the Consolidated EBITDA attributable to the Identified Park so
Disposed of multiplied by three (it being understood and agreed that the
Consolidated EBITDA of such Identified Park (x) shall be calculated for
the most recently ended period of four consecutive fiscal quarters for
which consolidated financial statements of Holdings or Parent have been
delivered pursuant to Section 9.1 (but without giving effect to the last
sentence of the definition of "Consolidated EBITDA") and (y) shall not
include the portion of Consolidated EBITDA (as so calculated) attributable
to such Identified Park to the extent that the Net Cash Proceeds in
respect of the Disposition of such Identified Park, together with the Net
Cash Proceeds then received in respect of all other Dispositions of
Identified Parks, that have been distributed (or will, within ten Business
Days after the receipt thereof, be distributed) to Parent as permitted by
Section 10.5(c)(ix) does not exceed $300,000,000) minus (II) the amount of
the Tranche B Prepayment Amount resulting from such Disposition that has
been paid to Accepting Lenders.
2.6 Amendments to Section 10.5(c)(ix) of the Credit Agreement.
Section 10.5(c)(ix) of the Credit Agreement is hereby amended in its entirety to
read as follows:
(ix) amounts payable in respect of any refinancing or repayment of
Indebtedness under any Indenture of Parent or any redemption of Parent
Preferred Stock, provided that (A) any such Restricted Payment is funded
solely with any Net Cash Proceeds of any sale of assets permitted by
Section 10.4(c)(x) remaining after giving effect to the aggregate amount
of such Net Cash Proceeds then paid (1) in accordance with Section
10.4(c)(x), (2) to acquire, restore or construct up to $100,000,000 of
assets useful in the business of the Primary Borrower and its Subsidiaries
and/or (3) in respect of payments under the Partnership Parks Agreements
permitted by Section 10.5(c)(ii) (such remaining amount, the "Net Sale
Proceeds") and (B) such Restricted Payment is made within 11 months after
the receipt of such Net Sale Proceeds.
2.7 Amendment to Section 10.6 of the Credit Agreement. Section 10.6
of the Credit Agreement is hereby amended by deleting therefrom the last
sentence in its entirety and substituting in lieu thereof the following:
For purposes of the foregoing, the "Base Capital Expenditure Amount" for
any fiscal year shall be (a) in the case of the 2002 fiscal year
(commencing with the Amendment and Restatement Effective Date and ending
on December 31, 2002), $150,000,000 and (b) in the case of any fiscal year
thereafter (other than the 2007 fiscal year), $100,000,000, plus, in each
case, with respect to each fiscal year in which a Subsequent Acquisition
is consummated and the immediately following fiscal year, an amount for
each such fiscal year equal to the lesser of (1) 25% of the aggregate
Purchase Price of such Subsequent Acquisition and (2) $175,000,000 less
the aggregate Purchase Price of such Subsequent Acquisition, in each case,
for purposes of this clause (b), such Purchase Price to be calculated
without giving effect to the parenthetical in Section 10.4(e)(iii)(E).
Notwithstanding the foregoing, Holdings and the Primary Borrower will not,
and will not permit any Subsidiary to, directly or indirectly, make any
Capital Expenditures in excess of $120,000,000 during the 2007 fiscal year
of Holdings (it being understood and agreed that, notwithstanding anything
to the contrary in this Section 10.6, the amount permitted to be expended
in such 2007 fiscal year shall not be increased in respect of any
Subsequent Acquisitions as provided for in clause (b) above and shall not
be increased by the amount of any amounts carried over from the prior
fiscal year pursuant to subclause (i) above).
2.8 Amendment to Annex A to the Credit Agreement. Annex A to the
Credit Agreement is hereby amended by deleting such Annex in its entirety and
substituting in lieu thereof Annex A attached hereto.
SECTION 3. WAIVER. The Lenders hereby waive (a) compliance with
Section 10.1 of the Credit Agreement for the period of four consecutive fiscal
quarters ending June 30, 2006 and (b) any Defaults or Events of Default arising
under Section 11(c) of the Credit Agreement from such non-compliance.
SECTION 4. CONDITIONS PRECEDENT. This Amendment shall become
effective on and as of the date (the "Amendment Effective Date") on which (a)
the Administrative Agent shall have received (i) an executed counterpart of this
Amendment, duly executed and delivered by a duly authorized officer of each of
Parent, Holdings and the Primary Borrower, (ii) executed Lender Consent Letters
(or facsimile transmissions thereof), substantially in the form of Exhibit A
hereto ("Lender Consent Letters"), from the Required Lenders, (iii) an executed
Acknowledgment and Consent, substantially in the form of Exhibit B hereto, from
each Guarantor and (iv) for the account of each Lender which shall have executed
and delivered a Lender Consent Letter to counsel to the Administrative Agent by
5:00 P.M. (New York City time) on July 28, 2006, an amendment fee in an amount
equal to 0.25% of such Lender's Aggregate Exposure at such time, and (b) the
Primary Borrower shall have paid all fees required to be paid, and expenses for
which invoices have been presented (including fees, disbursements and other
charges of counsel to the Agents), in connection with the Credit Agreement.
SECTION 5. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. On and as of
the date hereof, and after giving effect to this Amendment, (a) each of Parent,
Holdings and the Primary Borrower certifies that no Default or Event of Default
has occurred and is continuing and (b) each of Parent, Holdings and the Primary
Borrower confirms, reaffirms and restates that the representations and
warranties made by the Loan Parties in the Loan Documents are true and correct
in all material respects, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such
representations and warranties were true and correct in all material respects as
of such earlier date.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On and
after the Amendment Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended and otherwise modified hereby. Except as expressly amended or waived
herein, all of the provisions of the Credit Agreement and the other Loan
Documents are and shall remain in full force and effect in accordance with the
terms thereof and are hereby in all respects ratified and confirmed. Except as
expressly provided herein, the execution, delivery and effectiveness of this
Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Agents or the Lenders may now have or may have in the future under or
in connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended and otherwise modified from time
to time.
SECTION 7. COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Primary Borrower and the Administrative Agent.
SECTION 8. PAYMENT OF EXPENSES. The Primary Borrower agrees to pay
or reimburse the Administrative Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with this Amendment and any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.
SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the day and year first above written.
SIX FLAGS, INC.
By: /s/ Jeffrey R. Speed
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS OPERATIONS INC.
By: /s/ Jeffrey R. Speed
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS THEME PARKS INC.
By: /s/ Jeffrey R. Speed
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By: /s/ Craig Malloy
---------------------------------
Name: Craig Malloy
Title: Vice President
ANNEX A
PRICING GRIDS
Category 1. Corporate family rating of B3 or lower by Moody's Investors Service,
Inc. ("Moody's") or corporate rating of CCC+ or lower by Standard & Poor's
("S&P"):
Consolidated Applicable Margin Applicable Margin Commitment
Leverage Ratio Eurocurrency Loans Base Rate Loans Fee Rate
- ------------------ ------------------ ----------------- ----------
> 4.25 to 1.00 3.75% 2.75% 0.50%
< 4.25 to 1.00 and
- -
> 4.00 to 1.00 3.50% 2.50% 0.50%
-
< 4.00 to 1.00 and
> 3.50 to 1.00 3.25% 2.25% 0.50%
-
< 3.50 to 1.00 3.00% 2.00% 0.50%
Category 2. Corporate family rating of B2 by Moody's or corporate rating of B-
by S&P:
Consolidated Applicable Margin Applicable Margin Commitment
Leverage Ratio Eurocurrency Loans Base Rate Loans Fee Rate
- ------------------ ------------------ ----------------- ----------
> 4.25 to 1.00 3.50% 2.50% 0.50%
< 4.25 to 1.00 and
- -
> 4.00 to 1.00 3.25% 2.25% 0.50%
-
< 4.00 to 1.00 and
> 3.50 to 1.00 3.00% 2.00% 0.50%
-
< 3.50 to 1.00 2.75% 1.75% 0.50%
Category 3. Corporate family rating of B1 or higher by Moody's or corporate
rating of B or higher by S&P:
Consolidated Applicable Margin Applicable Margin Commitment
Leverage Ratio Eurocurrency Loans Base Rate Loans Fee Rate
- ------------------ ------------------ ----------------- ----------
> 4.25 to 1.00 3.25% 2.25% 0.50%
< 4.25 to 1.00 and
- -
> 4.00 to 1.00 3.00% 2.00% 0.50%
-
< 4.00 to 1.00 and
> 3.00 to 1.00 2.75% 1.75% 0.50%
< 3.00 to 1.00 2.50% 1.50% 0.50%
-
For purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a corporate family or corporate rating, as applicable, for the Primary
Borrower (other than by reason of the circumstances referred to in the last
sentence of this paragraph), then such rating agency shall be deemed to have
established a rating of less than B2 or less than B-, as applicable; (ii) if the
ratings established or deemed to have been established by Moody's and S&P for
the Primary Borrower shall fall within different Categories, (A) the Applicable
Margin shall be based on the higher of the two ratings if one such rating falls
within Category 3 and (B) the Applicable Margin shall be based on the lower of
the two ratings in all other cases; and (iii) if the rating established or
deemed to have been established by Moody's or S&P for the Primary Borrower shall
be changed, such change shall be effective as of the date on which such change
is first announced by the applicable rating agency. Each change in the
Applicable Margin resulting from changes in ratings shall apply during the
period commencing on the effective date of such change (the "Ratings Adjustment
Date") and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, or if
either such rating agency shall cease to be in the business of rating corporate
obligors, the Primary Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Margin shall be determined by reference to
the rating most recently in effect prior to such change or cessation.
Changes in the Applicable Margin or in the Commitment Fee Rate resulting from
changes in the Consolidated Leverage Ratio shall become effective on each date
(each, a "Leverage Adjustment Date"; each Leverage Adjustment Date and each
Ratings Adjustment Date being an "Adjustment Date") on which financial
statements of Holdings are delivered to the Lenders pursuant to Section 9.1 (but
in any event not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Leverage
Ratio as at the end of the fiscal period that would have been covered thereby
shall for the purposes of this definition be deemed to be greater than 4.25 to
1.0. Each determination of the Consolidated Leverage Ratio pursuant to this
Pricing Grid shall be made for the periods and in the manner contemplated by
Section 10.1(a).
EXHIBIT A
LENDER CONSENT LETTER
SIX FLAGS AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 8, 2002
To: Lehman Commercial Paper Inc.,
as Administrative Agent
745 Seventh Avenue
New York, New York 10019
Attention: Michelle Rosolinsky
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement,
dated as of July 8, 2002 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Six Flags, Inc., a Delaware
corporation, Six Flags Operations Inc., a Delaware corporation, Six Flags Theme
Parks Inc., a Delaware corporation (the "Primary Borrower"), each Foreign
Subsidiary Borrower (together with the Primary Borrower, the "Borrowers"), the
Lenders from time to time parties to the Credit Agreement, The Bank of New York
and Bank of America, N.A., as Syndication Agents, Credit Lyonnais, New York
Branch, as Documentation Agent, and Lehman Commercial Paper Inc., as
Administrative Agent. Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement are used herein as therein defined.
The Borrowers have requested that the Lenders consent to amend the
Credit Agreement on the terms described in the Eighth Amendment (the
"Amendment") to which a form of this Lender Consent Letter is attached as
Exhibit A.
Pursuant to Section 13.1(a) of the Credit Agreement, the undersigned
Lender hereby irrevocably consents to the execution by the Administrative Agent
of the Amendment.
Very truly yours,
------------------------------------
(NAME OF LENDER)
By:
------------------------------------
Name:
Title:
Dated as of July 28, 2006
EXHIBIT B
ACKNOWLEDGMENT AND CONSENT
TO THE EIGHTH AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Reference is made to the Amended and Restated Credit Agreement
described in the foregoing Eighth Amendment (the "Credit Agreement"; terms
defined in the Credit Agreement and used in this Acknowledgement and Consent
shall have the meanings given to such terms in the Credit Agreement). Each of
the undersigned Guarantors hereby (a) consents to the foregoing Eighth Amendment
and the transactions contemplated thereby and (b) agrees and acknowledges that
all guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and other Security Documents are, and shall remain, in full
force and effect after giving effect to the foregoing Eighth Amendment and all
prior modifications, if any, to the Credit Agreement.
THIS ACKNOWLEDGMENT AND CONSENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(Rest of page left intentionally blank.)
SIX FLAGS, INC.
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS OPERATIONS INC.
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
ASTROWORLD GP LLC
ASTROWORLD LP LLC
AURORA CAMPGROUND, INC.
DARIEN LAKE MANAGEMENT COMPANY, INC.
DARIEN LAKE THEME PARK AND CAMPING RESORT,
INC.
ENCHANTED PARKS, INC.
FIESTA TEXAS, INC.
FRONTIER CITY PROPERTIES, INC.
FUNTIME, INC.
FUNTIME PARKS, INC.
GREAT ESCAPE HOLDING INC.
GREAT ESCAPE LLC
GREAT ESCAPE THEME PARK LLC
HURRICANE HARBOR GP LLC
HURRICANE HARBOR LP LLC
INDIANA PARKS, INC.
KKI, LLC
MWM HOLDINGS INC.
OHIO CAMPGROUNDS INC.
OHIO HOTEL LLC
PARK MANAGEMENT CORP.
PP DATA SERVICES INC.
PREMIER INTERNATIONAL HOLDINGS INC.
PREMIER PARKS HOLDINGS INC.
PREMIER PARKS OF COLORADO INC.
PREMIER WATERWORLD CONCORD INC.
PREMIER WATERWORLD SACRAMENTO INC.
RIVERSIDE PARK ENTERPRISES, INC.
SAN ANTONIO PARK GP, LLC
SFJ MANAGEMENT INC.
SFTP INC.
SFTP SAN ANTONIO GP, INC.
SFTP SAN ANTONIO, INC.
SFTP SAN ANTONIO II, INC
STUART AMUSEMENT COMPANY
TIERCO MARYLAND, INC.
TIERCO WATER PARK, INC.
WYANDOT LAKE, INC.
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SF SPLASHTOWN INC.
SF SPLASHTOWN GP INC.
SIX FLAGS EVENTS INC.
SIX FLAGS EVENTS HOLDING CORP.
SIX FLAGS SERVICES, INC.
SIX FLAGS SERVICES OF ILLINOIS, INC.
SIX FLAGS SERVICES OF MISSOURI, INC.
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
ASTROWORLD LP
By: Astroworld GP LLC,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
ELITCH GARDENS L.P.
By: Premier Parks of Colorado Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
FRONTIER CITY PARTNERS LIMITED PARTNERSHIP
By: Frontier City Properties, Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
HURRICANE HARBOR LP
By: Hurricane Harbor GP LLC,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SF PARTNERSHIP
By: Six Flags Theme Parks Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS SAN ANTONIO, L.P.
By: SFTP San Antonio GP, Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS SPLASHTOWN L.P.
By: SF Splashtown GP Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SIX FLAGS EVENTS L.P.
By: Six Flags Events Inc.,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer
SAN ANTONIO THEME PARK, L.P.
By: San Antonio Park GP, LLC,
its General Partner
By:
---------------------------------
Name: Jeffrey R. Speed
Title: Chief Financial Officer