Replacement revolving facility AND INCREMENTAL AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

Replacement revolving facility AND INCREMENTAL AMENDMENT

TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS REPLACEMENT REVOLVING FACILITY AND INCREMENTAL AMENDMENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Replacement and Increase Amendment”) dated as of May 3, 2023, is by and among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (the “Parent”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereof, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), the Replacement Revolving Lenders and the Incremental Revolving Lenders (as defined below).

R E C I T A L S

A.            The Borrower, Parent, Holdings, the Lenders, the Administrative Agent and the other agents referred to therein are parties to that certain Second Amended and Restated Credit Agreement dated as of April 17, 2019, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of October 18, 2019, that certain Replacement Revolving Facility Amendment to Second Amended and Restated Credit Agreement, dated as of April 8, 2020, that certain First Incremental Amendment to Second Amended and Restated Credit Agreement, dated as of April 8, 2020, that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2020, that certain Third Amendment to Second Amended and Restated Credit Agreement, dated as of August 26, 2020, and that certain Consent to Second Amended and Restated Credit Agreement, dated as of December 28, 2020, (as further amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement as amended by this Replacement and Increase Amendment, the “Credit Agreement”), pursuant to which the Lenders have made certain financial accommodations (subject to the terms and conditions thereof) to the Borrower.

B.            The Borrower has requested and the lenders identified on Schedule A hereto (the “Replacement Revolving Lenders”) have agreed to Refinance the Revolving Credit Commitments under the Existing Credit Agreement in full with Replacement Revolving Commitments as set forth herein, in accordance with Section 3.4 of the Credit Agreement.

C.            The Borrower has requested and the lenders identified on Schedule B hereto (the “Incremental Revolving Lenders”) have agreed to provide incremental Series C Replacement Revolving Commitments in the aggregate amount of $150,000,000 (the “Incremental Revolving Credit Commitments”; the Loans made pursuant thereto, the “Incremental Revolving Credit Loans”) in accordance with Section 3.3 of the Credit Agreement.

E.             Pursuant to Section 3.3(c) and Section 3.4(c) of the Existing Credit Agreement, the Borrower, the Administrative Agent, the Replacement Revolving Lenders and the Incremental Revolving Lenders desire to amend the Existing Credit Agreement on the terms as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.              Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all article, schedule, exhibit and section references in this Replacement and Increase Amendment refer to articles, schedules, exhibits and sections of the Credit Agreement.

Section 2.              Amendments to Existing Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, the Administrative Agent and the Replacement Revolving Lenders hereby consent to the following amendments to the Existing Credit Agreement:

2.1            Amendments to Section 1.1 (Defined Terms).

(a)            The definition of “Agreement” is hereby amended by adding the words “, the Fourth Amendment and the Replacement and Increase Amendment” before the period at the end thereof.

(b)            The definition of “Applicable Margin” is hereby amended by amending and restating clause (b) thereof in its entirety as follows:

(b)           in the case of Revolving Credit Loans that are pursuant to Series C Replacement Revolving Commitments, the corresponding percentages per annum as set forth below based on the Senior Secured Leverage Ratio:

					Revolving Credit Loans
Pricing Level	Senior Secured Leverage Ratio	Commitment Fee Rate			Eurocurrency Loans			Base Rate Loans
I	Less than 1.25:1.00		0.375	%		3.00	%		2.00	%
II	Greater than or equal to 1.25:1.00, but less than 2.50:1.00		0.500	%		3.25	%		2.25	%
III	Greater than or equal to 2.50:1.00		0.500	%		3.50	%		2.50	%

(c)            The definition of “Applicable Margin” is hereby further amended by amending and restating the penultimate paragraph thereof in its entirety as follows:

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “Calculation Date”) three Business Days following receipt by the Administrative Agent of a certificate from a Responsible Officer of Parent delivered pursuant to Section 8.1(f); provided that (a) the Applicable Margin for Revolving Credit Loans shall be based on Pricing Level II, in each case until the first Calculation Date after March 31, 2023, and thereafter the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date and (b) if the Borrower fails to provide the certificate of a Responsible Officer of Parent as required by Section 8.1(f) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level III (in the case of Revolving Credit Loans) until such time as an appropriate certificate is provided, at which time the Pricing Level shall be determined by reference to the Senior Secured Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date.

(d)            The following definitions are hereby added to Section 1.1 of the Credit Agreement where alphabetically appropriate:

“Replacement and Increase Amendment”: the Replacement Revolving Facility and Incremental Amendment to Second Amended and Restated Credit Agreement, dated as of May 3, 2023, by and among Holdings, Parent, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Replacement Revolving Lenders and Incremental Revolving Lenders party thereto.

“Series C Replacement Revolving Commitments”: the Replacement Revolving Commitments established pursuant to the Replacement and Increase Amendment. For the avoidance of doubt, the Series C Replacement Revolving Commitments constitute Revolving Credit Commitments and Commitments for all purposes.

Section 3.              Replacement Revolving Facility.

3.1           Replacement Revolving Commitments.

(a)            Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto (collectively, the “Series C Replacement Revolving Commitments”) and (y) that on the Effective Date (as defined below) all of its Revolving Credit Commitment under the Existing Credit Agreement (if any) shall be Refinanced and replaced in its entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement and Increase Amendment. For the avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement and Increase Amendment (such Revolving Credit Commitments, the “Exiting Commitments” and such Lender an “Exiting Lender”) shall be Refinanced or replaced by a Replacement Revolving Commitment hereunder in its entirety and from and after the Effective Date, (i) upon receipt by each Exiting Lender of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Revolving Credit Loans and other Obligations owing to such Exiting Lender under the Credit Agreement and the other Loan Documents arising from its Revolving Credit Commitment, such Exiting Lender shall cease with immediate effect to be a party to and a Revolving Credit Lender under the Credit Agreement and the other Loan Documents, (ii) no Exiting Lender shall have any obligations or liabilities under the Credit Agreement as a Revolving Credit Lender with respect to the period from and after the Effective Date and, without limiting the foregoing, no Exiting Lender shall have any Revolving Credit Commitment under the Credit Agreement or any L/C Obligations outstanding under the Credit Agreement and (iii) no Exiting Lender shall have any rights under the Credit Agreement or any other Loan Document as a Revolving Credit Lender; provided that the rights under the Credit Agreement expressly stated to survive the termination of the Credit Agreement and the repayment of amounts outstanding thereunder shall survive for the benefit of each Exiting Lender. After giving effect to the Replacement Revolving Commitments hereunder, the Credit Agreement’s Revolving Credit Commitments as of the date hereof shall be comprised solely of Series C Replacement Revolving Commitments.

(b)            Class of Revolving Credit Loans. The Replacement Revolving Commitments hereunder will constitute a new class of Revolving Credit Commitments and shall be a separate “Facility” for purposes of the Credit Agreement and the other Loan Documents with the terms set forth herein and in the Credit Agreement and will constitute “Revolving Credit Commitments” and “Commitments”. The amendments pursuant to this Replacement and Increase Amendment constitute a “Replacement Revolving Facility Amendment” under the Credit Agreement and with effect from the Effective Date, any Loans made pursuant to the Replacement Revolving Commitments shall be “Revolving Credit Loans”. For the avoidance of doubt, from and after the Effective Date, there shall continue to be a single Swing Line Commitment and L/C Commitment, shared ratably by Lenders in accordance with their Revolving Credit Commitments.

(c)            Agreements of the Replacement Revolving Lenders. Each Replacement Revolving Lender agrees that (i) effective on and at all times after the Effective Date, such Replacement Revolving Lender will be bound by all obligations of a Lender and a Revolving Credit Lender under the Credit Agreement and (ii) on the Effective Date, (A) immediately after the effectiveness of the Replacement Revolving Commitments, each Replacement Revolving Lender shall purchase and accept such interests in the outstanding Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans outstanding on the Effective Date immediately prior to giving effect to the Replacement Revolving Commitments that will result in, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans being held by the Replacement Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the effectiveness of the Replacement Revolving Commitments hereby, (B) each Replacement Revolving Commitment shall be deemed, for all purposes, a Revolving Credit Commitment and each loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and other than as provided herein have the same terms as all other Revolving Credit Loans and (C) each Replacement Revolving Lender shall become a Revolving Credit Lender with respect to the Replacement Revolving Commitments and all matters relating thereto. Each Replacement Revolving Lender (w) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Replacement and Increase Amendment; (x) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (y) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (z) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and a Revolving Credit Lender. To the extent any loss or expense is incurred as a consequence of the transactions contemplated hereby, each of the Revolving Credit Lenders party hereto hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to its Revolving Credit Loans.

(d)            Use of Proceeds. The Borrower will use the proceeds of the Replacement Revolving Commitments (i) to refinance and replace the existing Revolving Credit Commitments in full, (ii) to finance the working capital needs and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries and (iii) to pay fees and expenses in connection with the foregoing and the preparation and negotiation of this Replacement and Increase Amendment.

(e)            Credit Agreement Governs. Except as otherwise stated herein (which modifications are permitted by Section 3.4 of the Credit Agreement), the terms of the Replacement Revolving Commitments shall be the same as the terms of the Series B Replacement Revolving Commitments as set forth in the Existing Credit Agreement.

(f)            Pari Passu; Maturity. The Replacement Revolving Commitments shall rank pari passu in right of payment and of security with any other Revolving Credit Commitments and mature on May 3, 2028; provided that that the Revolving Facility Termination Date shall be (a) April 1, 2025, if the aggregate principal amount of the outstanding Senior Secured Notes exceeds $200,000,000 on such date, (b) January 16, 2026, if the aggregate principal amount of the outstanding Tranche B Term Loans (other than any Tranche B Term Loans that have become Extending Term Loans with a final maturity date on or after August 2, 2028) exceeds $200,000,000 on such date and (c) January 14, 2027, if the aggregate principal amount outstanding of the Parent’s 5.50% unsecured notes due April 15, 2027, exceeds $200,000,000 on such date. For the avoidance of doubt, the Replacement Revolving Commitments shall share in mandatory prepayments of Revolving Credit Loans under Section 5.5 of the Credit Agreement on a pro rata basis with any other Revolving Credit Commitments and in voluntary prepayments of Revolving Credit Loans under Section 5.4 of the Credit Agreement on a pro rata basis with any other Revolving Credit Commitments.

Section 4.              Incremental Revolving Facility.

4.1            Incremental Revolving Credit Commitments.

(a)            Immediately after giving effect to the Replacement Revolving Commitments in accordance with Section 3 above, subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, each Incremental Revolving Lender hereby agrees to provide its respective Incremental Revolving Credit Commitments to the Borrower in a principal amount not to exceed the amount set forth opposite such Incremental Revolving Lender’s name in Schedule B attached hereto. The Administrative Agent has notified each Incremental Revolving Lender of its allocated Incremental Revolving Credit Commitment, and each Incremental Revolving Lender is a signatory to this Replacement and Increase Amendment.

(b)            Class of Revolving Credit Loans and Agreements of the Incremental Revolving Lenders. The Incremental Revolving Credit Commitments shall be in the form of an increase to the Series C Replacement Revolving Commitments (such Series C Replacement Revolving Commitments, for the purposes of this Section 4, herein called the “Existing Revolving Credit Commitments”), and thereafter, the Incremental Revolving Credit Commitments and the Existing Revolving Credit Commitments shall be treated as a single class and a single Facility of Revolving Credit Commitments for all purposes under the Credit Agreement and the other Loan Documents. As of the Effective Date, after giving effect to the Incremental Revolving Credit Commitments, the aggregate amount of the Total Revolving Credit Commitments pursuant to the Credit Agreement shall be $500,000,000 and each Lender’s Revolving Credit Commitment shall be set forth on Schedule C attached hereto.

(c)            Agreements of the Incremental Revolving Lenders. Each Incremental Revolving Lender agrees that (i) effective on and at all times after the Effective Date, such Incremental Revolving Lender will be bound by all obligations of a Lender and a Revolving Credit Lender under the Credit Agreement and (ii) on the Effective Date, after giving effect to the Incremental Revolving Credit Commitments, (A) each of the Revolving Credit Lenders holding Existing Revolving Credit Commitments (the “Existing Revolving Credit Lenders”) shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Existing Revolving Credit Lenders, at the principal amount thereof, such interests in the outstanding Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans outstanding on the Effective Date immediately prior to giving effect to the Incremental Revolving Credit Commitments that will result in, after giving effect to all such assignments and purchases, such Revolving Credit Loans and participations in Letters of Credit and Swing Line Loans being held by Existing Revolving Credit Lenders and the Incremental Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the Incremental Revolving Credit Commitments hereby, (B) each Incremental Revolving Credit Commitment shall be deemed, for all purposes, a Revolving Credit Commitment and a Series C Replacement Revolving Commitment and each loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and have the same terms as all Revolving Credit Loans made pursuant to the Series C Replacement Revolving Commitments and (C) each Incremental Revolving Lender shall become a Revolving Credit Lender with respect to the Incremental Revolving Credit Commitments and all matters relating thereto. Each Incremental Revolving Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender and a Revolving Credit Lender.

(d)            Incremental Incurrence Basket. The Borrower hereby acknowledges that all of the Incremental Revolving Credit Commitments are being incurred under the Incremental Incurrence Basket.

(e)            Use of Proceeds. The Borrower will use the proceeds of the Incremental Revolving Credit Commitments (i) to finance the working capital needs and general corporate purposes of Parent, Holdings, the Borrower and its Subsidiaries and (ii) to pay fees and expenses in connection with the foregoing and the preparation and negotiation of this Incremental Amendment.

(f)            Credit Agreement Governs. Except as otherwise stated herein, the terms of the Incremental Revolving Credit Commitments shall be the same as the terms of the Existing Revolving Credit Commitments as set forth in the Credit Agreement. The Applicable Margin for the Incremental Revolving Credit Loans shall be the same as for the Existing Revolving Credit Loans and the Commitment Fee Rate for the Incremental Revolving Credit Commitments shall be the same for the Existing Revolving Credit Commitments.

(g)            Pari Passu; Maturity. The Incremental Revolving Credit Commitments shall rank pari passu in right of payment and of security with the Existing Revolving Credit Commitments and mature on the same date that the Existing Revolving Credit Commitments mature. For the avoidance of doubt, the Incremental Revolving Credit Commitments shall share in mandatory prepayments of Revolving Credit Loans under Section 5.5 of the Credit Agreement on a pro rata basis with the Existing Revolving Credit Commitments, in voluntary prepayments of Revolving Credit Loans under Section 5.4 of the Credit Agreement on a pro rata basis with the Existing Revolving Credit Commitments and in connection with a voluntary termination or permanent reduction of the Revolving Credit Commitments under Section 5.3 of the Credit Agreement on a pro rata basis with the Existing Revolving Credit Commitments.

Section 5.              Conditions Precedent.

5.1            Effectiveness. The amendments set forth in this Replacement and Increase Amendment, the obligation of the Replacement Revolving Lenders to provide the Replacement Revolving Commitments hereunder and the obligation of the Incremental Revolving Lenders to provide the Incremental Revolving Credit Commitments hereunder shall not become effective until the date (the “Effective Date”) on which each of the following conditions has been satisfied (or waived in accordance with Section 12.1 of the Credit Agreement):

(a)            Counterparts. Administrative Agent shall have received executed counterparts of this Replacement and Increase Amendment from the Administrative Agent, each of the Loan Parties, each Replacement Revolving Lender and each Incremental Revolving Lender.

(b)            Notes. The Administrative Agent shall have received, for the account of each Replacement Revolving Lender and each Incremental Revolving Lender, if requested at least two Business Days in advance of the Effective Date, Notes conforming to the requirements set forth in the Credit Agreement and executed and delivered by a duly authorized officer of the Borrower.

(c)            Senior Unsecured Notes. On the Effective Date, after giving effect to the transactions contemplated hereby, no more than $200,000,000 in aggregate principal amount of the Parent’s 4.875% senior unsecured notes due 2024 will remain outstanding (it being understood and agreed that this condition may be satisfied by delivery to the Administrative Agent of an unconditional written notice of redemption on or prior to the Effective Date with respect to a sufficient amount of such notes such that no more than $200,000,000 in aggregate principal amount would remain outstanding after giving effect to such redemption).

(d)            No Default or Event of Default. As of the Effective Date after giving effect to this Replacement and Increase Amendment, no Default or Event of Default shall have occurred and be continuing.

(e)            Representations and Warranties. Each of the Loan Parties does hereby represent and warrant to the Replacement Revolving Lenders that, as of the Effective Date after giving effect to this Replacement and Increase Amendment, all of the representations and warranties of each Loan Party contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Effective Date or such earlier date;

(f)            Fees. Subject to the terms and conditions of Section 12.5 of the Credit Agreement, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, or substantially simultaneously with the effectiveness of this Replacement and Increase Amendment, including to the extent invoiced at least one Business Day prior thereto, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid to the Administrative Agent by the Borrower under the Credit Agreement.

(g)            Lien Searches. The Administrative Agent shall have received the results of recent Uniform Commercial Code and other lien searches in each relevant domestic jurisdiction with respect to all Property of the Loan Parties (except that with respect to the Real Property, such lien searches shall be limited to the Mortgaged Properties), and such search shall reveal no Liens on any of the Property of the Loan Parties, except for Permitted Liens.

(h)            The U.S.A. PATRIOT Act. No later than three Business Days prior to the Effective Date, to the extent requested in writing by the Administrative Agent at least five Business Days prior to the Effective Date, the Administrative Agent shall have received the documentation and other information as required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act (including, without limitation, a Beneficial Ownership Certification in relation to the Borrower).

(i)             Documentary Conditions.         The Administrative Agent shall have received each of the following, dated as of the Effective Date:

(i) (A) copies of resolutions of the board of directors of the Borrower and the other Loan Parties approving and authorizing the execution, delivery and performance of this Replacement and Increase Amendment, certified as of the Effective Date by a Responsible Officer of the Borrower and such other Loan Parties as being in full force and effect without modification or amendment, (B) good standing certificates for each Loan Party, in each case, from the jurisdiction in which they are organized, (C) a certificate of a Responsible Officer, the secretary or the assistant secretary of the Loan Parties with appropriate insertions and attachments and (D) a solvency certificate from the chief financial officer of Parent (after giving effect to the establishment of the Replacement Revolving Commitments and the Incremental Revolving Credit Commitments) substantially in the form of Exhibit D to the Credit Agreement;

(ii) a certificate of a Responsible Officer of the Parent certifying that the Borrower, on a Pro Forma Basis after giving effect to this Replacement and Increase Amendment and the transactions contemplated hereby (and assuming that the Incremental Revolving Credit Commitments established hereby are fully funded), is in compliance with (x) the Senior Secured Leverage Ratio as set forth in clause (iii) of the definition of “Incremental Amount” in Section 1.1 of the Existing Credit Agreement and (y) the covenant set forth in Section 9.1 of the Credit Agreement, as of the latest Measurement Period; and

(iii) the signed legal opinion of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, and of other local counsel reasonably acceptable to the Administrative Agent, in each case, addressed to the Administrative Agent and each Replacement Revolving Lender and Incremental Revolving Lender, in form and substance reasonably satisfactory to the Administrative Agent, shall cover such other matters incident to the transactions contemplated by this Replacement and Increase Amendment as the Administrative Agent may reasonably require.

Section 6.              Post-Closing Obligations. Within 90 days after the Effective Date (or such longer period as the Administrative Agent may reasonably agree), Administrative Agent and the applicable Loan Parties shall have entered into such amendments to the Security Documents (including modifications to the Mortgages) and received such title related documentation, in each case as may be reasonably requested by the Administrative Agent in connection with the Replacement Revolving Commitments and the Incremental Revolving Credit Commitments and the Borrower shall have delivered such other documents and certificates in connection therewith as may be reasonably requested by the Administrative Agent, in each case as are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Lenders, Liens on the Collateral that are duly perfected (subject to Permitted Liens) in accordance with the requirements of, or the obligations of the Loan Parties under, the Credit Agreement, the other Loan Documents and applicable Law.

Section 7.              Representations and Warranties. To induce the Administrative Agent and each Replacement Revolving Lender and Incremental Revolving Lender party hereto to enter into this Replacement and Increase Amendment, each of the Loan Parties represents and warrants to the Administrative Agent and each Replacement Revolving Lender and Incremental Revolving Lender party hereto on and as of the Effective Date that:

(a)            all of the representations and warranties of each Loan Party contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on and as of the Effective Date or such earlier date; and

(b)            no Default or Event of Default exists as of the Effective Date or would result from this Replacement and Increase Amendment and the transactions contemplated hereby.

Section 8.              Reaffirmation of Guaranty. Each Guarantor reaffirms its guarantee of the Obligations (as defined in the Guarantee and Collateral Agreement) under the terms and conditions of the Guarantee and Collateral Agreement and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each Guarantor hereby confirms that it consents to the terms of this Replacement and Increase Amendment and that the extension of credit to the Borrower pursuant to the Replacement Revolving Commitments and the additional extension of credit to the Borrower pursuant to the Incremental Revolving Credit Commitments shall constitute “Obligations” of such Guarantor under the Guarantee and Collateral Agreement. Each Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that the Guarantee and Collateral Agreement and each of the other Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the Replacement and Increase Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations (as defined in the Guarantee and Collateral Agreement) with respect to such Guarantor).

Section 9.              Reaffirmation of Security Agreement.

(a)            Each Loan Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Replacement and Increase Amendment and the transactions contemplated hereby. In addition, each Loan Party reaffirms the security interests previously granted by such Loan Party under the terms and conditions of the Guarantee and Collateral Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Guarantee and Collateral Agreement secures the Replacement Revolving Commitments and Incremental Revolving Credit Commitments as part of the Obligations. Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral (as defined in the Guarantee and Collateral Agreement) encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Loan Party now or hereafter existing, (ii) confirms its respective prior grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral (as defined in the Guarantee and Collateral Agreement), whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Replacement and Increase Amendment), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective guarantees, prior pledges, prior grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party.

(b)            Each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Replacement and Increase Amendment.

Section 10.            Reference to and Effect on the Credit Agreement and the Loan Documents.

10.1         Replacement and Increase Amendment.          This Replacement and Increase Amendment constitutes (i) the written notice required to be delivered by the Borrower to the Administrative Agent under Section 3.4(a) of the Existing Credit Agreement, (ii) a “Replacement Revolving Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents, (iii) the written notice required to be delivered by the Borrower to the Administrative Agent under Section 3.3(a) of the Existing Credit Agreement, and (iv) an “Incremental Amendment” for all purposes of the Credit Agreement and the other Loan Documents.

10.2         Loan Document.

(a)            This Replacement and Increase Amendment is a “Loan Document” as defined and described in the Existing Credit Agreement and all of the terms and provisions of the Loan Documents relating to other Loan Documents shall apply hereto. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” 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 or otherwise modified by this Replacement and Increase Amendment.

(b)            On and after the Effective Date, (i) the Replacement Revolving Commitments and Incremental Revolving Credit Commitments shall constitute “Commitments” and “Revolving Credit Commitments”, (ii) any Loans pursuant to the Replacement Revolving Commitments and Incremental Revolving Credit Commitments are “Revolving Credit Loans” and “Loans” and (iii) each Replacement Revolving Lender shall be a “Lender”, a “Revolving Credit Lender” and a “Replacement Revolving Lender”, and each Incremental Revolving Lender shall be a “Lender”, a “Revolving Credit Lender” and an “Incremental Revolving Lender”, as each term is defined in the Credit Agreement, in each case, for all purposes under the Credit Agreement and the other Loan Documents.

10.3          No Waiver. The execution, delivery and effectiveness of this Replacement and Increase Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

10.4          No Novation. This Replacement and Increase Amendment shall not constitute a novation of the Existing Credit Agreement or of any other Loan Document.

Section 11.            Miscellaneous.

11.1         Confirmation. The provisions of the Loan Documents, as amended by this Replacement and Increase Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Replacement and Increase Amendment.

11.2         Ratification and Affirmation. Each of the undersigned does hereby adopt, ratify, and confirm the Existing Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein.

11.3         Amendment, Modification and Waiver. This Replacement and Increase Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.

11.4         Counterparts. This Replacement and Increase Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Replacement and Increase Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Replacement and Increase Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.5         No Oral Agreement. This REPLACEMENT AND INCREASE Amendment, the EXISTING Credit Agreement and the other LOAN Documents executed in connection herewith and therewith represent the final agreement AMONG the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

11.6            GOVERNING LAW. THIS REPLACEMENT AND INCREASE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11.7            Severability. Any provision of this Replacement and Increase Amendment that 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, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.8            Headings. The headings of this Replacement and Increase Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

11.9            Notice Acknowledgment. The Administrative Agent xxxxxx agrees and acknowledges that it has received the notice from the Borrower contemplated by Section 3.4(a) of the Credit Agreement within the required time period provided in such Section with respect to the Replacement Revolving Commitments contemplated hereunder.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Replacement and Increase Amendment to be duly executed as of the date first written above.

	SIX FLAGS ENTERTAINMENT CORPORATION,
	as Parent

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

	SIX FLAGS OPERATIONS INC.,
	as Holdings

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	President

	SIX FLAGS THEME PARKS INC.,
	as Borrower

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	FIESTA TEXAS, INC.
	FUNTIME, INC.
	FUNTIME PARKS, INC.
	GREAT AMERICA LLC
	GREAT ESCAPE HOLDING INC.
	HURRICANE HARBOR GP LLC
	HURRICANE HARBOR LP LLC
	MAGIC MOUNTAIN LLC
	PARK MANAGEMENT CORP.
	PREMIER INTERNATIONAL HOLDINGS INC.
	PREMIER PARKS HOLDINGS INC.
	SIX FLAGS AMERICA INC.
	RIVERSIDE PARK ENTERPRISES, INC.
	SIX FLAGS AMERICA PROPERTY CORPORATION
	SIX FLAGS GREAT ADVENTURE LLC
	SIX FLAGS INTERNATIONAL DEVELOPMENT CO.
	SIX FLAGS SERVICES, INC.
	SIX FLAGS SERVICES OF ILLINOIS, INC.
	SIX FLAGS ST. LOUIS LLC
	STUART AMUSEMENT COMPANY
	SF Great America Holding LLC
	SIX FLAGS CONCORD LLC
	SIX FLAGS DARIEN LLC
	SIX FLAGS DARIEN SEASONAL LLC
	SIX FLAGS SPLASHTOWN LLC
	SIX FLAGS FRONTIER LLC
	SIX FLAGS WW BAY LLC
	SIX FLAGS PHOENIX LLC
	HWP DEVELOPMENT HOLDINGS LLC
	Six Flags MW LLC
	SIX FLAGS ECOMMERCE LLC

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	HURRICANE HARBOR LP

	By:	Hurricane Harbor GP LLC,
		its General Partner

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

	SIX FLAGS AMERICA LP

	By:	Funtime, Inc.,
		its General Partner

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

	SIX FLAGS GREAT ESCAPE L.P.
	GREAT ESCAPE THEME PARK L.P.
	GREAT ESCAPE RIDES L.P.

	By:	Great Escape Holding Inc.,
		their General Partner

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

	HWP DEVELOPMENT LLC

	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Chief Financial Officer

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, an Issuing Bank, the Swing Line Lender, a Replacement Revolving Lender and an Incremental Revolving Lender

	By:	/s/ Devin Reasons
		Name: Devin Reasons
		Title: Vice President

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	Bank of America, N.A.	,
	as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Director

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	JPMORGAN CHASE BANK, N.A., as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	Xxxxxxx Xxxxx Bank USA,
	as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Authorized Signatory

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	PNC BANK, NATIONAL ASSOCIATION,
	as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Sr. Vice President

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	Citizens Bank, N.A.	,
	as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Vice President

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	BARCLAYS BANK PLC, as a Replacement Revolving Lender and Incremental Revolving Lender

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Director

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

	HSBC BANK USA, N.A.,
	as a Replacement Revolving Lender [and Incremental Revolving Lender]

	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Senior Vice President

[Signature Page to Replacement Revolving Facility and Incremental Amendment]

RESTRICTED

Schedule A

Replacement Revolving Commitments

Replacement Revolving Lender	Replacement Revolving Commitment
Xxxxx Fargo Bank, National Association	$	60,000,000
Bank of America, N.A.	$	50,000,000
JPMorgan Chase Bank, N.A.	$	40,000,000
Xxxxxxx Xxxxx Bank USA	$	40,000,000
PNC Bank, National Association	$	40,000,000
Citizens Bank, N.A.	$	40,000,000
Barclays Bank PLC	$	40,000,000
HSBC Bank USA, N.A.	$	40,000,000
Total	$	350,000,000

Schedule B

Incremental Revolving Credit Commitments

Incremental Revolving Lender	Incremental Revolving Credit Commitment
Xxxxx Fargo Bank, National Association	$	30,000,000
Bank of America, N.A.	$	20,000,000
JPMorgan Chase Bank, N.A.	$	30,000,000
Xxxxxxx Xxxxx Bank USA	$	30,000,000
PNC Bank, National Association	$	25,000,000
Citizens Bank, N.A.	$	7,500,000
Barclays Bank PLC	$	7,500,000
Total	$	150,000,000

Schedule C

Total Revolving Credit Commitments

Revolving Credit Lender	Revolving Credit Commitment
Xxxxx Fargo Bank, National Association	$	90,000,000
Bank of America, N.A.	$	70,000,000
JPMorgan Chase Bank, N.A.	$	70,000,000
Xxxxxxx Xxxxx Bank USA	$	70,000,000
PNC Bank, National Association	$	65,000,000
Citizens Bank, N.A.	$	47,500,000
Barclays Bank PLC	$	47,500,000
HSBC Bank USA, N.A.	$	40,000,000
Total	$	500,000,000

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Replacement revolving facility AND INCREMENTAL AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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