GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • February 27th, 2012 • Six Flags Entertainment Corp • Services-miscellaneous amusement & recreation • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 20, 2011 made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented, restated, amended and restated, refinanced, replaced or otherwise modified from time to time, the “Credit Agreement”), among SIX FLAGS ENTERTAINMENT CORPORATION, a Delaware corporation (“Parent”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“Holdings”), SIX FLAGS THEME PARKS INC., a Delaware corporation (the “Borrower”), the Administrative Agent and the other agents named therein, for the ratable benefit of the Secured Parties.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE PROJECT 350 PERFORMANCE AWARD GRANTED UNDER THE SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM INCENTIVE PLANRestricted Stock Unit Agreement • February 27th, 2012 • Six Flags Entertainment Corp • Services-miscellaneous amusement & recreation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Six Flags Entertainment Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Project 350 Performance Award granted under Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee to grant Restricted Stock Units (“RSUs”) to the Participant;
DIVIDEND EQUIVALENT RIGHT AGREEMENT WITH RESPECT TO NUMBER OF SHARES UNDERLYING PROJECT 500 AWARDS PURSUANT TO THE SIX FLAGS ENTERTAINMENT CORPORATION LONG- TERM INCENTIVE PLANDividend Equivalent Right Agreement • February 27th, 2012 • Six Flags Entertainment Corp • Services-miscellaneous amusement & recreation • Delaware
THIS DIVIDEND EQUIVALENT RIGHT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Six Flags Entertainment Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DIVIDEND EQUIVALENT RIGHT AGREEMENT WITH RESPECT TO NUMBER OF SHARES UNDERLYING UNVESTED OPTIONS PURSUANT TO THE SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM INCENTIVE PLANDividend Equivalent Right Agreement • February 27th, 2012 • Six Flags Entertainment Corp • Services-miscellaneous amusement & recreation • Delaware
THIS DIVIDEND EQUIVALENT RIGHT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Six Flags Entertainment Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
