10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to

Commission File Number:  1-13703

SIX FLAGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	13-3995059
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

122 E. 42nd Street, New York, NY 10168
(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code:  (212) 599-4690

Securities registered pursuant to Sec. 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Shares of common stock, par value $.025 per share,with Rights to Purchase Series A Junior Preferred Stock	New York Stock Exchange
Preferred Income Equity Redeemable Shares, representing 1/100 of a share of 71/4% Convertible Preferred Stock	New York Stock Exchange

Securities registered pursuant to Sec. 12(g) of the Act:  NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  x    No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  o    No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Check one:  Large accelerated filer  o    Accelerated filer  ý    Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  ý

As of June 30, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was approximately $392,804,000. For purposes of this information, the outstanding shares of common stock owned by directors and executive officers of the Registrant were deemed to be shares of common stock held by affiliates.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest most practicable date:

The number of shares of Common Stock of the Registrant outstanding as of March 1, 2006 was 93,480,385 shares.

DOCUMENTS INCORPORATED BY REFERENCE

The information required in Part III by Item 10, as to directors, and by Items 11, 12, 13 and 14 is incorporated by reference to the Registrant’s proxy statement in connection with the annual meeting of stockholders to be held in May 2006, which will be filed by the Registrant within 120 days after the close of its 2005 fiscal year.

TABLE OF CONTENTS

		Page No.
	Part I
Item 1	Business	3
Item 1A	Risk Factors	20
Item 1B	Unresolved Staff Issues	27
Item 2	Properties	28
Item 3	Legal Proceedings	29
Item 4	Submission of Matters to a Vote of Security Holders	29
	Part II
Item 5	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	31
Item 6	Selected Financial Data	32
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	47
Item 8	Financial Statements and Supplementary Data	47
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 9A	Controls and Procedures	48
Item 9B	Other Information	48
	Part III
Item 10	Directors and Executive Officers of the Registrant	49
Item 11	Executive Compensation	49
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	49
Item 13	Certain Relationships and Related Transactions	49
Item 14	Principal Accountant Fees and Services	49
	Part IV
Item 15	Exhibits and Financial Statement Schedules	50
Signatures		51

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding (i) our belief that cash flows from operations, available cash and available amounts under our credit agreement will be adequate to meet our future liquidity needs for at least the next several years and (ii) our expectation to refinance all or a portion of our existing debt on or prior to maturity.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include the following:

·factors impacting attendance, such as local conditions, events, natural disasters, disturbances and terrorist activities;

·our success in implementing our new business strategy;

·accidents occurring at our parks;

·adverse weather conditions;

·competition with other theme parks and other recreational alternatives;

·management change and success of new operating plan;

·changes in consumer spending patterns;

·pending, threatened or future legal proceedings; and

·the other factors that are described in “Business—Risk Factors.”

Any forward-looking statement made by us in this document speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

*              *              *              *              *

·As used in this Report, unless the context requires otherwise, the terms “we,” “our” or “Six Flags” refer to Six Flags, Inc. and its consolidated subsidiaries.

·Looney Tunes, characters, names and all related indicia are trademarks of Warner Bros. © 2006, a division of Time Warner Entertainment Company, L.P. (“TWE”). Batman and Superman and all related characters, names and indicia are copyrights and trademarks of DC Comics © 2006, Cartoon Network and logo are trademarks of Cartoon Network © 2006. Six Flags and all related indicia are federally registered trademarks of Six Flags Theme Parks Inc. © 2006, a subsidiary of Six Flags. Fiesta Texas and all related indicia are trademarks of Fiesta Texas, Inc. © 2006, a subsidiary of Six Flags.

2

PART I

ITEM 1.BUSINESS

Introduction

We are the largest regional theme park operator in the world engaged solely in the theme park business. The 29 parks we operate (excluding the Houston theme park which we closed at the end of the 2005 season) had attendance during 2005 of approximately 33.7 million. These parks include 13 of the 50 most highly attended theme parks in North America and the largest paid admission theme park in Mexico. Our parks serve nine of the 10 largest metropolitan areas in the United States. We estimate that approximately two-thirds of the population of the continental United States live within a 150-mile radius of one of these parks.

In December 2005, Mark Shapiro became our President and Chief Executive Officer following a consent solicitation that resulted in the removal of three directors and the election of Daniel M. Snyder as Chairman of the Board and the addition of Mr. Shapiro and Dwight Schar to the Board. See “Recent Developments—Management Change”.

In 1998, we acquired the former Six Flags, which had operated regional theme parks under the Six Flags name for nearly forty years and established a nationally recognized brand name. We have worldwide ownership of the “Six Flags” brand name. To capitalize on this name recognition, 22 of our parks are branded as “Six Flags” parks, including twelve parks that we have rebranded since the 1998 acquisition.

We hold exclusive long-term licenses for theme park usage throughout the United States (except the Las Vegas metropolitan area), Canada, Mexico and other countries of certain Warner Bros. and DC Comics characters. These characters include Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman and others. In addition, our international license with Warner Bros. includes the Hanna-Barbera and Cartoon Network characters, including Yogi Bear, Scooby-Doo, Flintstones and others. We use these characters to market our parks and to provide an enhanced family entertainment experience. Our licenses include the right to sell merchandise featuring the characters at the parks, and to use the characters in our advertising, as walk-around characters and in theming for rides, attractions and retail outlets. We believe using these characters promotes increased attendance, supports higher ticket prices, increases lengths-of-stay and enhances in-park spending.

Our parks are located in geographically diverse markets across North America. Our theme parks offer a complete family-oriented entertainment experience. Our theme parks generally offer a broad selection of state-of-the-art and traditional thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and merchandise outlets. In the aggregate, during 2005 our theme parks (excluding Houston) offered more than 1,100 rides, including over 130 roller coasters, making us the leading provider of “thrill rides” in the industry.

We believe that our parks benefit from limited direct competition, since the combination of a limited supply of real estate appropriate for theme park development, high initial capital investment, long development lead-time and zoning restrictions provides each of our parks with a significant degree of protection from competitive new theme park openings. Based on our knowledge of the development of other theme parks in the United States, we estimate that it would cost at least $200 million and would take a minimum of two years to construct a new regional theme park comparable to one of our Six Flags theme parks.

3

Recent Developments

Management Change

Following a consent solicitation by Red Zone LLC, an entity controlled by Daniel M. Snyder, in December 2005 Mr. Snyder became Chairman of our Board of Directors and two other designees of Red Zone became directors, including Mark Shapiro, who was elected President and Chief Executive Officer at that time. Subsequently, six new directors were elected to our Board and five directors resigned, including two of the six new directors.

In 2006, our Board of Directors has approved substantial changes to senior management, including several park general managers (see “Business—Executive Officers of the Registrant”), and new management has begun to effectuate a series of long-term operating initiatives including (i) expanding the family entertainment offering of the parks by adding additional shows, parades, fireworks and character events utilizing the Warner Bros. licensed property, (ii) enhancing the guest experience by improving the overall appearance and cleanliness of the parks, (iii) reviewing our asset base to determine whether any non-core assets, including underutilized land, should be sold, (iv) redesigning our 2006 advertising campaign to emphasize the 45th anniversary of Six Flags and increasing the use of direct marketing and (v) increasing sponsorship and promotional revenues as well as driving increased value from admissions and in-park revenues.

These initiatives will not be fully implemented for the 2006 season. Even when fully implemented, there can be no assurance they will result in increased attendance and/or revenue. See “ Risk Factors—Implementation of a new operational plan—a change in our strategy may adversely impact our operations” and “- New Executive Officers/Board of Directors—our new management does not have proven success with the Company.”

Closing of AstroWorld

We closed Six Flags AstroWorld in Houston following the end of its 2005 season and are seeking to sell the underlying 104 acre site. Our lenders have approved the sale and we will use the proceeds to reduce debt and for other corporate purposes. There can be no assurance when any such sale will occur. We are transferring select rides and other property from AstroWorld to other parks we own or operate. Based on our current estimate of anticipated sale proceeds and after taking into account rides and other equipment transferred to other parks and/or sold, we have established a loss of approximately $20.4 million related to this asset. See Note 2 to Notes to Consolidated Financial Statements.

Six Flags New Orleans

Our New Orleans park was extensively damaged by Hurricane Katrina in August 2005, and did not operate the balance of 2005 and will not open for the 2006 season. We have determined that our carrying value of the assets destroyed is approximately $32.4 million. This amount does not include the property and equipment owned by the lessor, which is also covered by our insurance policies. The park is covered by up to approximately $180 million in property insurance, subject to a deductible in the case of named storms of approximately $5.5 million. The property insurance covers the full replacement value of the assets destroyed and includes business interruption coverage. Although the flood insurance provisions of the policies contain a $27.5 million sublimit, the separate “Named Storm” provision, which explicitly covers flood damage, is not similarly limited. Based on advice from our insurance advisors, we do not believe the flood sublimit to be applicable. We have initiated property insurance claims, including business interruption, with our insurers. Since we expect to recover therefrom an amount in excess of our net book value of the impaired assets,  we have established an insurance receivable at December 31, 2005, in an amount equal to the prior carrying value of those assets, $32.4 million. We cannot estimate at this time when the park will be back in operation. We are contractually committed to rebuild the park, but only to

4

the extent of insurance proceeds received, including proceeds from the damage to the lessor’s assets. We cannot be certain that our current estimates of the extent of the damage will be correct.

Oklahoma City Properties

We announced in January 2006 that we will be selling our Oklahoma City theme park and separate water park following the 2006 season. We intend to market the parks as operating parks. We also announced that we are closing our corporate offices adjacent to Frontier City and relocating corporate staff to our principal executive office in New York City and, to a lesser extent, our office in Dallas. We cannot offer any assurance concerning the price or timing of any sale of either or both parks. The sale will likely require the approval of our lenders. We intend to use any proceeds to reduce debt and for other corporate purposes.

Description of Parks

Six Flags America

Six Flags America, a combination theme and water park located in Largo, Maryland (approximately 15 miles east of Washington, D.C. and 30 miles southwest of Baltimore, Maryland) is the 48th largest theme park in North America. The park’s primary market includes Maryland, northern Virginia, Washington, D.C. and parts of Pennsylvania and Delaware. This market provides the park with a permanent resident population of approximately 7.4 million people within 50 miles and 12.4 million people within 100 miles. Based on a 2005 survey of television households within designated market areas (“DMAs”) published by A.C. Nielsen Media Research, the Washington, D.C. and Baltimore markets are the number 8 and number 24 DMAs in the United States, respectively.(1)

Six Flags America is located on a site of 523 acres, with 131 acres currently used for park operations (2). The remaining 392 acres, which are zoned for entertainment and recreational uses, provide us with ample expansion opportunity, as well as the potential to develop complementary operations. We may also determine to dispose of some of the additional acreage not necessary for the park’s operations.

Six Flags America’s principal competitors are King’s Dominion Park, located in Doswell, Virginia (near Richmond); Hershey Park, located in Hershey, Pennsylvania; and Busch Gardens, located in Williamsburg, Virginia. These parks are located approximately 120, 125 and 175 miles, respectively, from Six Flags America.

Six Flags Darien Lake & Camping Resort

Six Flags Darien Lake, a combination theme and water park, is the largest theme park in the State of New York and the 45th largest theme park in North America. Six Flags Darien Lake is located off Interstate 90 in Darien Center, New York, approximately 30, 40 and 120 miles from Buffalo, Rochester and Syracuse, New York, respectively. The park’s primary market includes upstate New York, western and northern Pennsylvania and southern Ontario, Canada. This market provides the park with a permanent resident population of approximately 2.1 million people within 50 miles of the park and 3.1 million within 100 miles. The Buffalo, Rochester and Syracuse markets are the number 49, number 79 and number 76 DMAs in the United States, respectively.

(1)Park rankings are based on 2005 attendance as published in Amusement Business, an industry trade publication. All DMA rankings are based on the referenced survey.

(2)Acreage figures for park operations as used in this section captioned “Description of Parks” include land used for parking, support facilities and other ancillary uses.

5

The Six Flags Darien Lake property consists of approximately 978 acres, including 164 acres for the theme park, 242 acres of campgrounds and approximately 390 usable excess acres. Six Flags Darien Lake also has a 20,000 seat amphitheater. We have a long-term arrangement with an independent concert promoter to lease and operate the amphitheater.

 Adjacent to the Six Flags Darien Lake theme park are a 163 room hotel and a camping resort, each owned and operated by us. The campgrounds include 700 developed campsites, including 440 recreational vehicles (RV’s) available for daily and weekly rental. The campground is one of the largest in the United States. In 2005, approximately 346,000 people used the Six Flags Darien Lake hotel and campgrounds. Substantially all of the hotel and camping visitors visit the theme park.

Six Flags Darien Lake’s principal competitor is Paramount Canada’s Wonderland Park located in Toronto, Canada, approximately 125 miles from Six Flags Darien Lake. In addition, Six Flags Darien Lake competes to a lesser degree with three smaller amusement parks located within 50 miles of the park. Six Flags Darien Lake is significantly larger with a more diverse complement of entertainment than any of these three smaller facilities. The park will also compete with a hotel/indoor water park being built in Niagara Falls, approximately 50 miles from the park, which is expected to open in April 2006.

Six Flags Elitch Gardens

Six Flags Elitch Gardens is a combination theme and water park located on approximately 67 acres in the downtown area of Denver, Colorado, next to the Pepsi Center Arena, and close to Invesco Field at Mile High Stadium and Coors Field. Six Flags Elitch Gardens is the 49th largest theme park in North America. The park’s primary market includes the greater Denver area, as well as most of central Colorado. This market provides the park with a permanent resident population of approximately 2.9 million people within 50 miles of the park and approximately 3.9 million people within 100 miles. The Denver area is the number 18 DMA in the United States. Six Flags Elitch Gardens has no significant direct competitors.

Six Flags Fiesta Texas

Six Flags Fiesta Texas, the 39th largest theme park in North America, is a combination theme and water park located on approximately 216 acres in San Antonio, Texas. The San Antonio, Texas market provides the park with a permanent resident population of approximately 2.0 million people within 50 miles and approximately 3.6 million people within 100 miles. The San Antonio market is the number 37 DMA in the United States.

Six Flags Fiesta Texas’ principal competitor is Sea World of Texas, also located in San Antonio. In addition, the park competes to a lesser degree with Schlitterbahn, a water park located in New Braunfels, Texas (approximately 33 miles from the park) and Six Flags Over Texas located in Arlington, Texas (approximately 285 miles from the park).

Six Flags Great Adventure, Six Flags Hurricane Harbor and Six Flags Wild Safari

Six Flags Great Adventure, the 20th largest theme park in North America, the separately gated adjacent Six Flags Hurricane Harbor, the 12th largest water park in the United States, and Six Flags Wild Safari are each located in Jackson, New Jersey, approximately 70 miles south of New York City and 50 miles east of Philadelphia. The New York and Philadelphia markets provide the parks with a permanent resident population of approximately 14.3 million people within 50 miles and approximately 28.1 million people within 100 miles. The New York and Philadelphia markets are the number 1 and number 4 DMAs in the United States, respectively.

These parks are located on a site of approximately 2,279 acres, of which approximately 635 acres are currently used for park operations. Approximately 825 acres of the balance of the site are available for

6

future development. The animal park is home to over 1,200 animals representing more than 55 species, which can be seen over a four and one-half mile drive. Six Flags Great Adventure’s principal competitors are Hershey Park, located in Hershey, Pennsylvania, approximately 150 miles from the park and Dorney Park, located in Allentown, Pennsylvania, approximately 75 miles from the park. The water park competes with several other water parks in the market.

Six Flags Great America

Six Flags Great America, the 21st largest theme park in North America, is a combination theme and water park, located in Gurnee, Illinois, between Chicago, Illinois and Milwaukee, Wisconsin. The Chicago and Milwaukee markets provide the park with a permanent resident population of approximately 8.8 million people within 50 miles and approximately 13.5 million people within 100 miles. The Chicago and Milwaukee markets are the number 3 and number 33 DMAs in the United States, respectively.

Six Flags Great America is located on a site of approximately 324 acres of which approximately 208 acres are used for the park operations. A substantial portion of the unused acres is unsuitable for development. Six Flags Great America currently has no direct theme park competitors in the region, but does compete to some extent with Kings Island, located near Cincinnati, Ohio, approximately 350 miles from the park; Cedar Point, located in Sandusky, Ohio, approximately 340 miles from the park; and Six Flags St. Louis, our park located outside St. Louis, Missouri, approximately 320 miles from the park. The water park competes with numerous water parks in the Wisconsin Dells area, approximately 170 miles from the park.

Six Flags Kentucky Kingdom

Six Flags Kentucky Kingdom is a combination theme and water park, located on approximately 59 acres on and adjacent to the grounds of the Kentucky Fair and Exposition Center in Louisville, Kentucky. Of the 59 acres, approximately 38 acres are leased under ground leases with terms (including renewal options) expiring between 2021 and 2049, with the balance owned by us. The park’s primary market includes Louisville and Lexington, Kentucky, Evansville and Indianapolis, Indiana and Nashville, Tennessee. This market provides the park with a permanent resident population of approximately 1.5 million people within 50 miles and approximately 4.8 million people within 100 miles. The Louisville and Lexington markets are the number 50 and number 63 DMAs in the United States.

Six Flags Kentucky Kingdom’s only significant direct competitors are Kings Island, located near Cincinnati, Ohio, approximately 100 miles from the park and Holiday World located in Santa Claus, Indiana, approximately 75 miles from the park.

Six Flags Magic Mountain and Six Flags Hurricane Harbor

Six Flags Magic Mountain, the 22nd largest theme park in North America, and the separately gated adjacent Six Flags Hurricane Harbor, the 15th largest waterpark in the United States, are located in Valencia, California, 30 miles north of Los Angeles. The Los Angeles, California market provides the parks with a permanent resident population of approximately 10.6 million people within 50 miles and approximately 17.7 million people within 100 miles. The Los Angeles market is the number 2 DMA in the United States.

The parks are located on a site of approximately 262 acres with approximately 258 acres used for park operations. Six Flags Magic Mountain’s principal competitors include Disneyland and Disney’s California Adventure, each in Anaheim, California, located approximately 60 miles from the park, Universal Studios Hollywood in Universal City, California, located approximately 20 miles from the park, Knott’s Berry Farm in Buena Park, California, located approximately 50 miles from the park, Sea World of California in San

7

Diego, California, located approximately 150 miles from the park and Legoland in Carlsbad, California, located approximately 120 miles from the park.

Six Flags Hurricane Harbor’s competitors include Soak City USA Waterpark and Raging Waters, each located approximately 50 miles from the water park.

Six Flags Marine World

Six Flags Marine World, a theme park which also features marine mammals and exotic land animals, is the 36th largest theme park in North America. Six Flags Marine World is located in Vallejo, California, approximately 30 miles from San Francisco, 20 miles from Oakland and 60 miles from Sacramento. This market provides the park with a permanent resident population of approximately 5.7 million people within 50 miles and approximately 10.7 million people within 100 miles. The San Francisco/Oakland and Sacramento areas are the number 6 and number 19 DMAs in the United States, respectively.

We manage a portion of the operations of Six Flags Marine World under a management agreement, pursuant to which we are entitled to receive an annual base management fee of $250,000 and up to $250,000 annually in additional fees based on park revenues. In addition, we operate the rest of the park pursuant to our lease of approximately 55 acres of land at the site on a long-term basis and at nominal rent, which entitles us to receive, in addition to the management fee, 80% of the cash flow generated by the combined operations of the park after operating expenses and debt service. Finally, we have the option to purchase the entire park exercisable through February 2010.

Six Flags Marine World is located on approximately 135 acres and offers various rides and other traditional theme park attractions, as well as presentation stadiums, animal habitats and picnic areas, bordering a 55-acre man-made lake. The park provides for the shelter and care for marine mammals, land animals, sharks, birds and reptiles, tropical and cold water fish and marine invertebrates, all featured in a variety of exhibits and participatory attractions.

Six Flags Marine World’s principal competitors are Underwater World at Pier 39 in San Francisco, Great America in Santa Clara, Bonfante Gardens in Gilroy and Outer Bay at Monterey Bay Aquarium. These attractions are located approximately 30, 60, 100 and 130 miles from Six Flags Marine World, respectively.

Six Flags Mexico

In May 1999, we acquired Reino Aventura, the largest paid admission theme park in Mexico, which was rebranded as Six Flags Mexico in the 2000 season. The park first opened in 1982 and is located on approximately 107 acres in Mexico City, which we occupy on a long-term basis pursuant to a concession agreement with the Federal District of Mexico. More than 30 million people live within 100 miles of Six Flags Mexico. Six Flags Mexico’s principal competitors are Chapultepec and Divertido, both amusement parks located in Mexico City.

Six Flags New England

Six Flags New England is a combination theme and water park, located off Interstate 91 near Springfield, Massachusetts, approximately 90 miles west of Boston. Six Flags New England is the 35th largest theme park in North America with a primary market that includes Springfield and western Massachusetts, Hartford and western Connecticut, as well as portions of eastern Massachusetts (including Boston) and eastern New York. This market provides the park with a permanent resident population base of approximately 3.2 million people within 50 miles and 15.8 million people within 100 miles. Springfield, Providence, Hartford/New Haven and Boston are the number 108, number 51, number 28 and number 5 DMAs in the United States. Six Flags New England is comprised of approximately 263 acres, with approximately 134 acres currently used for park operations. A substantial portion of the excess land is not suitable for development due to wetlands and other restrictions.

8

Six Flags New England’s only significant competitor is Lake Compounce located in Bristol, Connecticut, approximately 50 miles from Six Flags New England. To a lesser extent, Six Flags New England competes with The Great Escape, our park located in Lake George, New York, approximately 150 miles from Six Flags New England.

Six Flags New Orleans

Six Flags New Orleans, a theme park located in New Orleans, Louisiana, was extensively damaged by Hurricane Katrina and will not open for the 2006 season. The facility is located on approximately 140 acres. The New Orleans market is the number 43 DMA in the United States. We lease, on a long-term basis, the land on which the park is located together with most of the rides and attractions existing at the park. We also own a separate 86 acre parcel available for complementary uses.

Six Flags Over Georgia and Six Flags White Water Atlanta

Six Flags Over Georgia, the 32nd largest theme park in North America is located on approximately 290 acres, 10 miles outside of Atlanta, Georgia. The Atlanta, Georgia market provides the park with a permanent resident population of approximately 4.8 million people within 50 miles and approximately 7.7 million people within 100 miles. The Atlanta market is the number 9 DMA in the United States.

In May 1999, the partnership that owns Six Flags Over Georgia purchased White Water Atlanta, a water park and related entertainment park located approximately 20 miles from the theme park. Six Flags White Water Atlanta, which is the 11th largest water park in the United States, is located on approximately 69 acres. Approximately 12 acres remain undeveloped.

Six Flags Over Georgia’s primary competitors include Carowinds in Charlotte, North Carolina, located approximately 250 miles from the park, Visionland in Birmingham, Alabama, located approximately 160 miles from the park, Dollywood in Pigeon Forge, Tennessee, located approximately 200 miles from the park and Wild Adventures in Valdosta, Georgia, located approximately 240 miles from the park. Six Flags White Water’s primary competitors include Sun Valley Beach, Atlanta Beach and Lake Lanier Islands. These competitors are located approximately 15, 40 and 45 miles away from the water park, respectively. The Georgia Limited Partner (as defined below) owns the theme park site of approximately 283 acres, including approximately 50 acres of usable, undeveloped land, all of which is leased to Six Flags Over Georgia II, L.P. (the “Georgia Partnership”).

Partnership Structure.The Georgia park is owned (excluding real property) by Six Flags Over Georgia II, L.P. (“the Georgia Partnership”) of which our wholly-owned subsidiary is the 1% managing general partner. We purchased approximately 25% of the limited partnership units of the 99% limited partner (the “Georgia Limited Partnership”) of the Georgia Partnership  in a 1997 tender offer at an aggregate price of $62.7 million. The Georgia partnership arrangements expire in 2027. See “Business—Partnership Park Arrangements” for a more detailed discussion of our obligations under these arrangements.

Six Flags Over Texas and Six Flags Hurricane Harbor

Six Flags Over Texas, the 26th largest theme park in North America, and the separately gated Six Flags Hurricane Harbor, the 9th largest water park in the United States, are located across Interstate 30 from each other in Arlington, Texas, between Dallas and Fort Worth, Texas. The Dallas/Fort Worth market provides the parks with a permanent resident population of approximately 5.7 million people within 50 miles and approximately 6.8 million people within 100 miles. The Dallas/Fort Worth market is the number 7 DMA in the United States.

9

Six Flags Over Texas’ principal competitors include Sea World of Texas and our Six Flags Fiesta Texas park, both located in San Antonio, Texas, approximately 285 miles from the park. Six Flags Hurricane Harbor has no direct competitors in the area other than a municipal water park. The Texas Limited Partner (as defined below) owns a site of approximately 217 acres of which 187 acres are used for the theme park. In addition, we own directly approximately 47 acres, of which approximately 45 acres are currently used for Hurricane Harbor and 2 acres remain undeveloped.

Partnership Structure.Six Flags Over Texas is owned (excluding real property) by Texas Flags, Ltd. (the “Texas Partnership”), a Texas limited partnership of which the 1% managing general partner is our wholly-owned subsidiary.The 99% limited partner (the “Texas Limited Partner”) is unaffiliated with us except that we own approximately 37% of the limited partnership units in the Texas Limited Partner. We purchased approximately 33% of the units in a tender offer in 1998 at an aggregate price of $126.2 million. Six Flags Hurricane Harbor is 100% owned by us and is not included in these partnership arrangements. The Texas partnership arrangements expire in 2028. See “Business—Partnership Park Arrangements” for a more detailed discussion of our obligations under these arrangements.

Six Flags Splashtown

Six Flags Splashtown is a water park located in Houston, Texas. The Houston, Texas market provides the park with a permanent resident population of 5.1 million people within 50 miles and 6.3 million people within 100 miles. The Houston market is the number 10 DMA in the United States.

We own approximately 60 acres for Six Flags Splashtown. The park’s main competitor is a water park located in Galveston, Texas.

Six Flags St. Louis

Six Flags St. Louis, the 42nd largest theme park in North America, is a combination theme and water park located in Eureka, Missouri, about 35 miles west of St. Louis, Missouri. The St. Louis market provides the park with a permanent resident population of approximately 2.7 million people within 50 miles and approximately 3.9 million people within 100 miles. The St. Louis market is the number 21 DMA in the United States.

We own a site of approximately 503 acres of which approximately 260 acres are used for park operations. Six Flags St. Louis competes with Kings Island, located near Cincinnati, Ohio, approximately 350 miles from the park; Worlds of Fun in Kansas City, Missouri, located approximately 250 miles from the park; Cedar Point, located in Sandusky, Ohio, approximately 515 miles from the park; Silver Dollar City, located in Branson, Missouri, approximately 250 miles from the park; and Six Flags Great America, our park located near Chicago, Illinois, approximately 320 miles from the park.

Six Flags Waterworld Parks

The Waterworld Parks consist of two water parks (Six Flags Waterworld USA/Concord and Waterworld USA/Sacramento).

Six Flags Waterworld USA/Concord is located in Concord, California, in the East Bay area of San Francisco. The park’s primary market includes nearly all of the San Francisco Bay area. This market provides the park with a permanent resident population of approximately 7.6 million people within 50 miles of the park and 11.3 million people within 100 miles. The San Francisco Bay market is the number 6 DMA in the United States.

Waterworld USA/Sacramento is located on the grounds of the California State Fair in Sacramento, California. The facility’s primary market includes Sacramento and the immediate surrounding area. Sacramento’s only significant competitor is Sunsplash located in northeast Sacramento, approximately 20

10

miles from the Sacramento facility. Subsequent to December 31, 2005, we exercised our rights under the Sacramento lease to terminate the lease prior to the 2007 season. At the end of the lease term, the State Fair will owe us a net amount of approximately $200,000, and we are entitled to remove our personal property, including slides and other rides.

The Concord park is leased under a ground lease expiring in 2025, with five five-year renewal options. The Concord site includes approximately 21 acres. Concord’s only significant direct competitor is Raging Waters located in San Jose, approximately 50 miles from the Concord park.

Enchanted Village and Wild Waves

Enchanted Village and Wild Waves is a water and rides park located near Seattle, Washington. The facility is located on approximately 66 acres. The Seattle-Tacoma market provides the park with a permanent resident population of approximately 3.5 million people within 50 miles and approximately 4.6 million people within 100 miles. The Seattle-Tacoma market is the number 13 DMA in the United States. The park does not have any significant direct competitors.

Frontier City

Frontier City is a western theme park located along Interstate 35 in northeast Oklahoma City, Oklahoma, approximately 100 miles from Tulsa. The park’s market includes nearly all of Oklahoma and certain parts of Texas and Kansas, with its primary market in Oklahoma City and Tulsa. This market provides the park with a permanent resident population of approximately 1.3 million people within 50 miles of the park and 2.6 million people within 100 miles. The Oklahoma City and Tulsa markets are the number 45 and number 60 DMAs in the United States, respectively. We have announced that we intend to sell the park as a going concern following the 2006 season.

We own a site of approximately 113 acres, with approximately 40 acres currently used for park operations. Frontier City’s only significant competitor is Six Flags Over Texas, located in Arlington, Texas, approximately 225 miles from Frontier City.

La Ronde

La Ronde, a theme park located in the City of Montreal, is located on the 146 acre site of the 1967 Montreal Worlds Fair. Montreal has a metropolitan population of approximately 3.7 million and is a major tourist destination. This market provides the park with a permanent resident population of approximately 4.3 million people within 50 miles of the park and 5.8 million people within 100 miles. The park’s only competitors are our park at Lake George, The Great Escape, and Paramount Canada’s Wonderland, approximately 170 miles and 370 miles, respectively, from La Ronde.

The Great Escape and Six Flags Great Escape Lodge & Indoor Waterpark

The Great Escape, which opened in 1954, is a combination theme and water park located off Interstate 87 in the Lake George, New York resort area, 180 miles north of New York City and 40 miles north of Albany. The park’s primary market includes the Lake George tourist population and the upstate New York and western New England resident population. This market provides the park with a permanent resident population of approximately 1.1 million people within 50 miles of the park and  3.2 million people within 100 miles. According to information released by local governmental agencies, approximately 10.7 million tourists visited the Lake George area in 2004. The Albany market is the number 55 DMA in the United States.

In February 2006, the Six Flags Great Escape Lodge & Indoor Waterpark, which is located across from The Great Escape & Splashwater Kingdom, opened. In addition to a 200 suite hotel, the facility

11

features a 38,000-square foot indoor waterpark. The facility is owned by a joint venture in which we hold a 41% interest. We also manage the facility for a management fee equal to 5% of the hotel’s gross receipts. We have guaranteed the payment of a $31.0 million construction loan incurred by the joint venture. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity, Capital Commitments and Resources—Off-balance sheet arrangements and aggregate contractual obligations.”

The Great Escape is located on a site of approximately 351 acres, with approximately 132 acres currently used for park operations. Approximately 17 undeveloped acres are suitable for park expansion. The Great Escape’s only significant direct competitor is Six Flags New England, our park located in Springfield, Massachusetts, approximately 150 miles from The Great Escape. In addition, there is a smaller water park located in Lake George.

White Water Bay

White Water Bay is a tropical themed water park situated on approximately 21 acres located along Interstate 40 in southwest Oklahoma City, Oklahoma. The park’s primary market includes the greater Oklahoma City metropolitan area. Oklahoma City is the number 45 DMA in the United States. This market provides the park with a permanent resident population of approximately 1.3 million people within 50 miles of the park and 2.6 million people within 100 miles. We have announced that we intend to sell the park as a going concern following the 2006 season.

Wyandot Lake

Wyandot Lake is mainly a water park, but also offers traditional amusement park attractions with 15 “dry” rides, games, shows and a large catering facility. It is located just outside of Columbus, Ohio, adjacent to the Columbus Zoo on property subleased from the Columbus Zoo. The park’s primary market includes the Columbus metropolitan area and other central Ohio towns. This market provides the park with a permanent resident population of approximately 2.2 million people within 50 miles of the park and approximately 6.8 million people within 100 miles. The Columbus market is the number 32 DMA in the United States.

We lease from the Columbus Zoo the land, the buildings and several rides which existed on the property at the time the lease was entered into in 1983. The lease will expire at the end of the 2006 season. Under the lease we are permitted to remove our personal property, including rides and slides. Subsequent to December 31, 2005, we agreed in principle to sell the park to the Zoo at the end of the 2006 season for approximately $2.0 million. There is no assurance that this sale will be consummated. The land leased by Wyandot Lake consists of approximately 18 acres. The park shares parking facilities with the Columbus Zoo.

Wyandot Lake’s direct competitors are Kings Island, located near Cincinnati, Ohio, and Cedar Point, located in Sandusky, Ohio. Each of these parks is located approximately 100 miles from Wyandot Lake. Although the Columbus Zoo is located adjacent to the park, it is considered a complementary attraction, with many patrons visiting both facilities.

Partnership Park Arrangements

In connection with our 1998 acquisition of the former Six Flags, we guaranteed certain obligations relating to Six Flags Over Georgia and Six Flags Over Texas (the “Partnership Parks”). These obligations continue until 2027, in the case of the Georgia park, and 2028, in the case of the Texas park. Among such obligations are (i) minimum annual distributions (including rent) of approximately $56.8 million in 2006 (subject to cost of living adjustments in subsequent years) to partners in these two Partnerships Parks (of which we will be entitled to receive in 2006 approximately $18.5 million based on our present ownership of

12

25.3% of the Georgia limited partnership units and 37.6% of the Texas limited partnership units), (ii) minimum capital expenditures at each park during rolling five-year periods based generally on 6% of park revenues, and (iii) an annual offer to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of limited partnership units at prices described below.

After payment of the minimum distribution, we are entitled to a management fee equal to 3% of prior year gross revenues and, thereafter, any additional cash will be distributed 95% to us, in the case of the Georgia park, and 92.5% to us, in the case of Texas.

The purchase price for the annual offer to purchase limited partnership units in the Georgia and Texas parks is based on the greater of (i) $250.0 million (in the case of Georgia) and $374.8 million (in the case of Texas) (the “Specified Prices”) or (ii) a value derived by multiplying the weighted-average four year EBITDA of the park by 8.0 (in the case of Georgia) and 8.5 (in the case of Texas). In 2027 and 2028, we have the option to purchase all remaining units in the Georgia partnerships and Texas partnership respectively, at a price based on the Specified Prices set forth above, increased by a cost of living adjustment. Because we have not been required to purchase a material amount of units since 1998, our maximum purchase obligation for both parks in 2006 is $246.6 million.

In connection with our acquisition of the former Six Flags, we entered into a Subordinated Indemnity Agreement (the “Subordinated Indemnity Agreement”) with certain Six Flags entities, Time Warner Inc. (“Time Warner”) and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of the Six Flags obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us of our obligations described in this paragraph, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. After all such obligations have been satisfied, Time Warner is required to retransfer to us the entire equity interests of these entities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Partnership Park Obligations” and Note 12 to Notes to Consolidated Financial Statements.

Marketing and Promotion

We attract visitors through multi-media marketing and promotional programs for each of our parks. The national programs are designed to market and enhance the Six Flags brand name and, in 2006, will emphasize the 45th anniversary of Six Flags. Local programs are tailored to address the different characteristics of their respective markets and to maximize the impact of specific park attractions and product introductions. All marketing and promotional programs are updated or completely changed each year to address new developments. Marketing programs are supervised by our Executive Vice President, Entertainment and Marketing, with the assistance of our senior management and a national advertising agency.

We also develop alliance, sponsorship and co-marketing relationships with well-known national and regional consumer goods companies and retailers to supplement our advertising efforts and to provide attendance incentives in the form of discounts and/or premiums. We also arrange for popular local radio and television programs to be filmed or broadcast live from our parks.

Group sales and pre-sold tickets represented approximately 31% of aggregate attendance in 2005 at the parks which we owned or operated during that season. Each park has a group sales and pre-sold ticket manager and a sales staff dedicated to selling multiple group sales and pre-sold ticket programs through a variety of methods, including direct mail, telemarketing and personal sales calls.

13

Season pass sales establish an attendance base in advance of the season, thus reducing exposure to inclement weather. Additionally, season pass holders often bring paying guests and generate “word-of-mouth” advertising for the parks. During 2005, season pass attendance constituted approximately 28% of the total attendance at parks we owned or operated during that season.

A significant portion of our attendance has historically been attributable to the sale of discount admission tickets. We offer discounts on season and multi-visit tickets, tickets for specific dates and tickets to affiliated groups such as businesses, schools and religious, fraternal and similar organizations. The increased in-park spending which results from such attendance is not offset by incremental operating expenses, because such expenses are relatively fixed during the operating season.

We also implement promotional programs as a means of targeting specific market segments and geographic locations not generally reached through group or retail sales efforts. The promotional programs utilize coupons, sweepstakes, reward incentives and rebates to attract additional visitors. These programs are implemented through direct mail, telemarketing, direct response media, sponsorship marketing and targeted multi-media programs. The special promotional offers are usually for a limited time and offer a reduced admission price or provide some additional incentive to purchase a ticket, such as combination tickets with a complementary location.

Licenses

We have the exclusive right on a long-term basis to theme park usage of the Warner Bros. and DC Comics animated characters throughout the United States (except for the Las Vegas metropolitan area), Canada, Mexico and other countries. In particular, our license agreements entitle us to use, subject to customary approval rights of Warner Bros. and, in limited circumstances, approval rights of certain third parties, all animated cartoon and comic book characters that Warner Bros. and DC Comics have the right to license, including Batman, Superman, Bugs Bunny, Daffy Duck, Tweety Bird and Yosemite Sam, and include the right to sell merchandise using the characters. In addition, the Cartoon Network and Hanna-Barbera characters including Yogi Bear, Scooby-Doo and The Flintstones are available for our use at theme parks throughout Europe and in Mexico and Latin and South America. In addition to basic license fees ($4.0 million in 2005), we are required to pay a royalty fee on merchandise manufactured by or for us and sold that uses the licensed characters. The royalty fee is generally equal to 12% of the cost to the Company of the merchandise. Warner Bros. has the right to terminate the license agreements under certain circumstances including if any persons involved in the movie or television industries obtain control of us and upon a default under the Subordinated Indemnity Agreement.

Park Operations

We currently operate in geographically diverse markets in North America. Each of our parks is operated to the extent practicable as a separate operating division in order to maximize local marketing opportunities and to provide flexibility in meeting local needs. Each park is managed by a general manager who reports to one of our four regional Vice Presidents. The general manager is responsible for all operations and management of the individual park. Local advertising, ticket sales, community relations and hiring and training of personnel are the responsibility of individual park management in coordination with corporate support teams.

14

Each of our parks is managed by a full-time, on-site management team under the direction of the general manager. Each management team includes senior personnel responsible for operations and maintenance, in-park food, beverage and merchandising, marketing and promotion, human resources and finance. Park management compensation structures are designed to provide incentives (including stock options and cash bonuses) for individual park managers to execute our strategy and to maximize revenues and operating cash flow.

Our parks are generally open daily from Memorial Day through Labor Day. In addition, most of our parks are open during weekends prior to and following their daily seasons, often in conjunction with themed events (such as Hallowscream, Family Fright Fest, Oktoberfest and Holiday in the Park©). Due to their location, certain parks have longer operating seasons. Typically, the parks charge a basic daily admission price, which allows unlimited use of all rides and attractions, although in certain cases special rides and attractions require the payment of an additional fee.

See Note 13 to Notes to Consolidated Financial Statements for information concerning revenues and long-lived assets by domestic and international categories.

Capital Improvements

We regularly make capital investments for new rides and attractions at our parks. We purchase both new and used rides and attractions. In addition, we rotate rides among parks to provide fresh attractions. We believe that the selective introduction of new rides and attractions, including family entertainment attractions, is an important factor in promoting each of the parks in order to achieve market penetration and encourage longer visits, which lead to increased attendance and in-park spending. In addition, we generally enhance the theming and landscaping of our parks in order to provide a more complete family oriented entertainment experience. Capital expenditures are planned on a seasonal basis with most expenditures made during the off-season. Expenditures for materials and services associated with maintaining assets, such as painting and inspecting rides, are expensed as incurred and therefore are not included in capital expenditures.

Maintenance and Inspection

Our rides are inspected daily by maintenance personnel during the operating season. These inspections include safety checks, as well as regular maintenance and are made through both visual inspection of the ride and test operation. Our senior management and the individual park personnel evaluate the risk aspects of each park’s operation. Potential risks to employees and staff as well as to the public are evaluated. Contingency plans for potential emergency situations have been developed for each facility. During the off-season, maintenance personnel examine the rides and repair, refurbish and rebuild them where necessary. This process includes x-raying and magnafluxing (a further examination for minute cracks and defects) steel portions of certain rides at high-stress points. We have approximately 945 full-time employees who devote substantially all of their time to maintaining the parks and their rides and attractions.

In addition to our maintenance and inspection procedures, third party consultants are retained by us or our insurance carriers to perform an annual inspection of each park and all attractions and related maintenance procedures. The results of these inspections are reported in written evaluation and inspection reports, as well as written suggestions on various aspects of park operations. In certain states, state inspectors also conduct annual ride inspections before the beginning of each season. Other portions of each park are subject to inspections by local fire marshals and health and building department officials. Furthermore, we use Ellis & Associates as water safety consultants at our parks in order to train life guards and audit safety procedures.

15

Insurance

We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising after November 15, 2003 at our U.S. parks, our self-insured retention is $2.5 million per occurrence. For incidents at those parks during the twelve months prior to that date, the retention is $2.0 million per occurrence. For incidents during the twelve months ended November 15, 2002, the retention is $1.0 million per occurrence. Retention levels for our international parks are nominal. Our self-insured retention after November 15, 2003 is $0.75 million for workers compensation claims ($0.5 million for the two prior years). For most incidents prior to November 15, 2001, our policies did not provide for a self-insured retention. We also maintain fire and extended coverage, workers’ compensation, business interruption and other forms of insurance typical to businesses in this industry. The fire and extended coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Since October 1, 2002, our property insurance policies (which includes business interruption insurance) have not covered risks related to terrorist activities.

Competition

Our parks compete directly with other theme parks, water and amusement parks and indirectly with all other types of recreational facilities and forms of entertainment within their market areas, including movies, sports attractions and vacation travel. Accordingly, our business is and will continue to be subject to factors affecting the recreation and leisure time industries generally, such as general economic conditions and changes in discretionary consumer spending habits. See Item 1A. Risk Factors. Within each park’s regional market area, the principal factors affecting competition include location, price, the uniqueness and perceived quality of the rides and attractions in a particular park, the atmosphere and cleanliness of a park and the quality of its food and entertainment.

Seasonality

Our operations are highly seasonal, with approximately 85% of park attendance occurring in the second and third calendar quarters of each year and the most active period falling between Memorial Day and Labor Day. More than 85% of our revenues are earned in the second and third quarters of each year.

Environmental and Other Regulation

Our operations are subject to federal, state and local environmental laws and regulations including laws and regulations governing water and sewer discharges, air emissions, soil and groundwater contamination, the maintenance of underground and above-ground storage tanks and the disposal of waste and hazardous materials. In addition, our operations are subject to other local, state and federal governmental regulations including, without limitation, labor, health, safety, zoning and land use and minimum wage regulations applicable to theme park operations, and local and state regulations applicable to restaurant operations at each park. Finally, certain of our facilities are subject to laws and regulations relating to the care of animals. We believe that we are in substantial compliance with applicable environmental and other laws and regulations and, although no assurance can be given, we do not foresee the need for any significant expenditures in this area in the near future.

Portions of the undeveloped areas at certain of our parks are classified as wetlands. Accordingly, we may need to obtain governmental permits and other approvals prior to conducting development activities that affect these areas, and future development may be prohibited in some or all of these areas. Additionally, the presence of wetlands in portions of our undeveloped land could adversely affect our ability to dispose of such land and/or the price we receive in any such disposition.

16

Employees

At March 1, 2006, we employed approximately 2,500  full-time employees, and we employed approximately 31,500 seasonal employees during the 2005 operating season. In this regard, we compete with other local employers for qualified students and other candidates on a season-by-season basis. As part of the seasonal employment program, we employ a significant number of teenagers, which subjects us to child labor laws.

Approximately 14.1% of our full-time and approximately 11.4% of our seasonal employees are subject to labor agreements with local chapters of national unions. These labor agreements expire in December 2007 (Six Flags Over Georgia), December 2008 (Six Flags Great Adventure and Six Flags Magic Mountain), January 2009 (Six Flags Over Texas and Six Flags St. Louis) and December 31, 2006 through December 31, 2007 (La Ronde). Other than a strike at La Ronde involving five employees which was settled in January 2004, and recognitional picketing at Six Flags New England in February 2005 by 11 employees in anticipation of an election held in 2005 involving up to approximately 45 employees, we have not experienced any strikes or work stoppages by our employees. In that election, the employees voted not to unionize. We consider our employee relations to be good.

Available Information

Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through our website (www.sixflags.com/investors.asp) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the Securities and Exchange Commission. Copies are also available, without charge, from Six Flags, Inc. 122 E 42nd Street, New York, NY 10168, Attn:  Secretary.

Our website also includes the charters of our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, descriptions of each of these committees, our Corporate Governance Principles, and our Company Code of Business Conduct. Copies of these materials also are available, without charge from us, at the above address.

On July 26, 2005, our then Chairman of the Board and Chief Executive Officer certified to the New York Stock Exchange that he was not aware of any violation by us of the New York Stock Exchange’s corporate governance listing standards. The certifications of our Chief Executive Officer and Chief Financial Officer required by the Sarbanes-Oxley Act of 2002 are filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Annual Report.

17

Executive Officers of the Registrant

Name	Age as of March 1, 2006	Position
Mark Shapiro	(36)	President, Chief Executive Officer and a director since December 2005; from September 2002 through October 2005, he served as the Executive Vice President, Programming and Production of ESPN, Inc. (“ESPN”); he served as Senior Vice President and General Manager, Programming at ESPN from July 2001 to September 2002; prior to July 2001, he had been Vice President and General Manager of ESPN Classic and ESPN Original Entertainment.
James F. Dannhauser	(52)	Chief Financial Officer since October 1, 1995; Director from October 1992 through December 2005; prior to June 1996, Managing Director of Lepercq, de Neuflize & Co. Incorporated for more than five years. Mr. Dannhauser will resign as our Chief Financial Officer on April 1, 2006.
Mike Antinoro	(41)	Executive Vice President, Entertainment and Marketing since December 2005; prior to that, he served as Executive Producer of ESPN Original Entertainment from January 2003 to November 2005; prior to that position he served as Senior Coordinating Producer of ESPN Original Entertainment from February 2001 to December 2002; prior to that, he was Senior Vice President of HoopsTV.com.
Lou Koskovolis	(42)	Executive Vice President, Corporate Alliances since January 2006; prior to that he served as Executive Vice President of Multi-Media Sales at ESPN ABC Sports Customer Marketing and Sales, Inc. from January 2005 to January 2006; prior to that position, he served in various capacities at that entity since January 2001.
Andrew M. Schleimer	(28)	Executive Vice President, In-Park Services since January 2006. Prior to that, he served in various capacities at UBS Securities LLC (“UBS”) from June 2000 through January 2006, most recently as a Director in the mergers and acquisitions group.
Jeffrey R. Speed	(43)	Executive Vice President since February 2006; prior to that, he had served as Senior Vice President and Chief Financial Officer of Euro Disney S.A.S. since 2003; from 1999 to 2003, he served as Vice President Corporate Finance and Assistant Treasurer for The Walt Disney Company. Mr. Speed will become Chief Financial Officer of Six Flags on April 1, 2006.

18

Mark Quenzel	(49)	Executive Vice President, Park Strategy and Management since December 2005; prior to that, he served as Senior Vice President, Programming and Production at ESPN from 1999 to 2005; prior to that he served in various capacities at ESPN since 1991.
Anglina M. Vieira Barocas	(36)	Senior Vice President, Entertainment and Marketing since February 2006; prior to that she was General Manager (North America) and then President of Bugaboo, a company that markets Bugaboo Frog baby strollers, since 2004; prior to that time, she served in account service at Wieden and Kennedy, an advertising agency for more than ten years.
Randy Gerstenblatt	(46)	Senior Vice President, Corporate Alliances since January 2006, prior to that he served as a Senior Vice President at ESPN ABC Sports Customer Marketing and Sales since January 2002; prior to that position, he served as a Vice President of that entity since 1998.
Walter S. Hawrylak	(58)	Senior Vice President of Administration since June 2002; Secretary since June 2001; Vice President of Administration since June 2000; prior to that he served as our Director of Administration since September 1999; served as Executive Vice President and Chief Financial Officer of Entercitement from May 1997 to September 1999; served as Vice President and Chief Financial Officer of Callaway Gardens from October 1995 to May 1997; served as Vice President and Chief Financial Officer at Universal Studios Hollywood from March 1994 to October 1995.
Chuck Hendrix	(52)	Senior Vice President, Park Strategy and Management since December 2005; prior to that, he served as Vice President and General Manager of Six Flags AstroWorld for more than five years.
Wendy Goldberg	(42)	Senior Vice President , Communications since January 2006; prior to that she served as an independent communications consultant for four years; from 1997 to 2002, she served as Vice President for Communications at AOL/Time Warner and America Online, Inc.
Brian Jenkins	(44)	Senior Vice President of Finance since April 2000; Vice President of Finance from April 1998 to April 2000; Regional Vice President of Finance for the former Six Flags from 1996 to 1998; served in various financial positions with FoxMeyer Health Corporation from 1990 to 1996 most recently as Vice President of Business Development and Corporate Planning.

19

John Odum	(48)	Senior Vice President, Regional Planning & Development since February 2006; Executive Vice President/Central Region from November 2003 to February 2006; Vice President and General Manager of Six Flags Over Georgia from October 2000 to November 2003; General Manager of Six Flags Fiesta Texas from September 1998 to October 2000; General Manager at Six Flags St. Louis from May 1996 to September 1998; Worked at various Six Flags parks for more than 30 years.
James M. Coughlin	(54)	General Counsel since May 1998; partner, Baer Marks & Upham LLP, from 1991 to 1998.

Each of the above executive officers has been elected to serve in the position indicated until the next annual meeting of directors which will follow the annual meeting of our stockholders to be held in May 2006.

We have entered into employment agreements with Mr. Shapiro and each of our Executive Vice Presidents listed above.

Item 1A.   RISK FACTORS

Set forth below are the principal risks that we believe are material to our security holders. We operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains some forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see “Cautionary Note Regarding Forward-Looking Statements.”

FACTORS IMPACTING ATTENDANCE—LOCAL CONDITIONS, EVENTS, NATURAL DISASTERS, DISTURBANCES AND TERRORIST ACTIVITIES—CAN ADVERSELY IMPACT PARK ATTENDANCE.

Lower attendance at our parks may be caused by various local conditions, events, weather or natural disasters. Furthermore, we believe that general economic conditions may also adversely impact attendance figures at our parks, in that a challenging economic environment can disproportionately affect our target audience of low to middle income consumers who generally have relatively limited amounts of discretionary income.

In addition, since some of our parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks which negatively affect our image. This may result in a decrease in attendance at the affected parks. We work with local police authorities on security-related precautions to prevent these types of occurrences. We can make no assurance, however, that these precautions will be able to prevent any disturbances. We believe that our ownership of many parks in different geographic locations reduces the effects of these types of occurrences on our consolidated results.

Our business and financial results were adversely impacted by the terrorist activities occurring in the United States on September 11, 2001. These activities resulted in a significant decrease in attendance at our parks during the four weekends immediately following September 11. In addition, terrorist alerts and threats of future terrorist activities may continue to adversely affect attendance at our parks. Since October 1, 2002, our property insurance policies (which include business interruption insurance) have not covered risks related to terrorist activities. We cannot predict what effect any further terrorist activities that may occur in the future may have on our business and results of operations.

20

WE HAVE A HISTORY OF NET LOSSES AND EXPECT TO CONTINUE TO EXPERIENCE NET LOSSES. CONSEQUENTLY, WE MAY NOT HAVE THE ABILITY TO IMPLEMENT OUR STRATEGY FOR ACHIEVING GROWTH AND OTHERWISE FINANCE FUTURE OPERATIONS.

We have had a history of net losses and expect to continue to report net losses for the next several years. Our net losses are principally attributable to insufficient revenue to cover our relatively high percentage of fixed costs, the interest costs on our debt and our depreciation expense. We expect that these expenses will remain significant. We reported net losses of $58.1 million, $105.7 million, $61.7 million, $464.8 million (which included a $291.0 million loss from discontinued operations) and $110.9 million (which included a $22.0 million loss from discontinued operations) for the years ended December 31, 2001, 2002, 2003, 2004 and 2005. Continued losses could reduce our cash available from operations to service our indebtedness, as well as limit our ability to implement our strategy for achieving growth and otherwise finance our operations in the future.

IMPLEMENTATION OF A NEW OPERATIONAL PLAN—A CHANGE IN OUR STRATEGY MAY ADVERSELY IMPACT OUR OPERATIONS.

Our new management team is implementing a new operational plan. It may take management a significant amount of time to fully implement its new plan. If our new operational plan is not successful or if we are unable to execute it, there could be a material adverse effect on our business, financial condition and results of operations. Additionally, our operating results and financial condition could be adversely affected in the near term as we incur additional expenses to implement the plan, even if the plan is ultimately fully implemented and is successful.

NEW EXECUTIVE OFFICERS/BOARD OF DIRECTORS—OUR NEW MANAGEMENT DOES NOT HAVE PROVEN SUCCESS WITH THE COMPANY.

A substantial number of our senior management team, including our Chief Executive Officer, and all but one of our directors have been in place only from and after December 2005. They do not have previous experience with us or the theme park industry, and we cannot assure you that they will fully integrate themselves into our business or that they will effectively manage our business affairs. Our failure to assimilate the new members of management or the directors, the failure of the new members of management or the directors to perform effectively or the loss of any of the new members of management or directors could have a material adverse effect on our business, financial condition and results of operations.

RISK OF ACCIDENTS—THERE IS THE RISK OF ACCIDENTS OCCURRING AT OUR PARKS OR COMPETING PARKS WHICH MAY REDUCE ATTENDANCE AND NEGATIVELY IMPACT OUR OPERATIONS.

Almost all of our parks feature “thrill rides.” While we carefully maintain the safety of our rides, there are inherent risks involved with these attractions. An accident or an injury at any of our parks or at parks operated by our competitors may reduce attendance at our parks, causing a decrease in revenues. For example, on May 2, 2004, a fatality occurred on a roller coaster at Six Flags New England, which we believe contributed to a decline in attendance and, as a result, adversely impacted performance at that park during the 2004 operating season.

We maintain insurance of the type and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents occurring at our domestic parks after November 15, 2003, our self-insured retention is $2.5 million per occurrence. For incidents at those parks during the twelve months prior to that date, the retention is $2.0 million per occurrence. For incidents during the twelve months ended November 15, 2002, the retention is $1.0 million

21

per occurrence. For most prior incidents, our policies did not provide for a self-insured retention. The self-insured retention relating to our international parks is nominal with respect to all applicable periods. Our current insurance policies expire on December 31, 2006. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks, such as terrorism.

ADVERSE WEATHER CONDITIONS—BAD WEATHER CAN ADVERSELY IMPACT ATTENDANCE AT OUR PARKS.

Because most of the attractions at our theme parks are outdoors, attendance at our parks is adversely affected by bad weather. The effects of bad weather on attendance can be more pronounced at our water parks. Bad weather and forecasts of bad or mixed weather conditions can reduce the number of people who come to our parks, which negatively affects our revenues. Although we believe that our ownership of many parks in different geographic locations reduces the effect that adverse weather can have on our consolidated results, we believe that our 2003 and 2004 operating results were adversely affected by abnormally cold and wet weather in a number of our major U.S. markets.

SEASONALITY—OUR OPERATIONS ARE SEASONAL.

Our operations are seasonal. Approximately 85% of our annual park attendance occurs during the second and third quarters of each year. As a result, when conditions or events described in the above risk factors occur during the operating season, particularly during the peak season of July and August, there is only a limited period of time during which the impact of those conditions or events can be offset. Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow. In addition, most of our expenses for maintenance and costs of adding new attractions are incurred when the parks are closed in the mid to late autumn and winter months. For this reason, a sequential quarter to quarter comparison is not a good indication of our performance or of how we will perform in the future.

COMPETITION—THE THEME PARK INDUSTRY COMPETES WITH NUMEROUS ENTERTAINMENT ALTERNATIVES.

Our parks compete with other theme, water and amusement parks and with other types of recreational facilities and forms of entertainment, including movies, sports attractions and vacation travel. Our business is also subject to factors that affect the recreation and leisure industries generally, such as general economic conditions, including relative fuel prices, and changes in consumer spending habits. The principal competitive factors of a park include location, price, the uniqueness and perceived quality of the rides and attractions, the atmosphere and cleanliness of the park and the quality of its food and entertainment.

CUSTOMER PRIVACY—IF WE ARE UNABLE TO PROTECT OUR CUSTOMERS’ CREDIT CARD DATA, WE COULD BE EXPOSED TO DATA LOSS, LITIGATION AND LIABILITY, AND OUR REPUTATION COULD BE SIGNIFICANTLY HARMED.

In connection with credit card sales, we transmit confidential credit card information securely over public networks and store it in our data warehouse. Third parties may have the technology or know-how to breach the security of this customer information, and our security measures may not effectively prohibit others from obtaining improper access to this information. If a person is able to circumvent our security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation and liability and could seriously disrupt our operations and any resulting negative publicity could significantly harm our reputation.

22

ANTI-TAKEOVER PROVISIONS—ANTI-TAKEOVER PROVISIONS LIMIT THE ABILITY OF STOCKHOLDERS TO EFFECT A CHANGE IN CONTROL OF US.

Certain provisions in our Amended and Restated Certificate of Incorporation and in our debt instruments and those of our subsidiaries may have the effect of deterring transactions involving a change in control of us, including transactions in which stockholders might receive a premium for their shares.

Our Amended and Restated Certificate of Incorporation provides for the issuance of up to 5,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. The authorization of preferred shares empowers our board of directors, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our common stock. If issued, the preferred stock could be used to discourage, delay or prevent a change of control of us. We have no current plans to issue any preferred stock.

In addition, we have a rights plan which gives each holder of our common stock the right to purchase junior preferred stock in certain events. The rights plan is designed to deter third parties from attempting to take control of us on terms that do not benefit all stockholders or that our board of directors determines not to be in the best interests of stockholders.

We are also subject to the anti-takeover provisions of the Delaware General Corporation Law, which could have the effect of delaying or preventing a change of control of us. Furthermore, upon a change of control, the holders of substantially all of our outstanding indebtedness are entitled at their option to be repaid in cash. These provisions may have the effect of delaying or preventing changes in control or management of us. All of these factors could materially adversely affect the price of our common stock.

We have the exclusive right to use certain Warner Bros. and DC Comics characters in our theme parks in the United States (except in the Las Vegas metropolitan area), Canada, Mexico and other countries. Warner Bros. can terminate these licenses under certain circumstances, including the acquisition of us by persons engaged in the movie or television industries. This could deter certain parties from seeking to acquire us.

SUBSTANTIAL LEVERAGE—OUR HIGH LEVEL OF INDEBTEDNESS AND OTHER MONETARY OBLIGATIONS REQUIRE THAT A SIGNIFICANT PART OF OUR CASH FLOW BE USED TO PAY INTEREST AND FUND THESE OTHER OBLIGATIONS.

We have a high level of debt. Our total indebtedness, as of December 31, 2005, was approximately $2,242.4 million. Based on interest rates at December 31, 2005 for floating rate debt, annual cash interest payments for 2006 on non-revolving credit debt outstanding at December 31, 2005 and anticipated levels of working capital borrowing for the year will aggregate approximately $180.9 million. None of our public debt matures prior to February 2010 and none of the facilities under our credit agreement matures before June 30, 2008. In addition, the annual dividend requirements on our outstanding preferred stock total approximately $20.8 million, which we can, at our option, pay either in cash or shares of our common stock. We are required to redeem all of our outstanding preferred stock on August 15, 2009 (to the extent not previously converted into shares of our common stock) for cash at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity, Capital Commitments and Resources.”

At December 31, 2005, we had approximately $81.5 million of cash and cash equivalents. As of that date, we had $259.3 million available for borrowings under our credit agreement.

23

In addition to making interest payments on debt and dividend payments on our preferred stock, we must satisfy the following obligations with respect to Six Flags Over Georgia and Six Flags Over Texas, which we refer to as the Partnership Parks:

·We must make annual distributions to our partners in these Partnership Parks, which will amount to approximately $56.8 million in 2006 (of which we will receive approximately $18.5 million in 2006 as a result of our ownership interest in the parks) with similar amounts (adjusted for changes in cost of living) payable in future years.

·We must spend a minimum of approximately 6% of each park’s annual revenues over specified periods for capital expenditures.

·Each year we must offer to purchase a specified maximum number of partnership units from our partners in the Partnership Parks, which in 2003 resulted in an aggregate payment by us of approximately $5.7 million. There were no purchases of units in 2004 and 2005. The maximum number of units that we could be required to purchase in 2006 would result in an aggregate payment by us of approximately $246.6 million. The annual incremental unit purchase obligation (without taking into account accumulation from prior years) aggregates approximately $31.1 million for both parks based on current purchase prices. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions.

We expect to use cash flow from the operations at these parks to satisfy our annual distribution and capital expenditure obligations with respect to these parks before we use any of our other funds. The two partnerships generated approximately $45.9 million of aggregate net cash provided by operating activities during 2005 (net of advances from the general partner). The obligations relating to Six Flags Over Georgia continue until 2027 and those relating to Six Flags Over Texas continue until 2028.

We have guaranteed the payment of a $31.0 million construction term loan incurred by HWP Development LLC (a joint venture in which we own a 41% interest) for the purpose of financing the construction and development of a hotel and indoor water park project located adjacent to our Great Escape park near Lake George, New York, which opened in February 2006. Our guarantee will be released upon full payment and discharge of the loan, which matures on December 17, 2009. As security for the guarantee, we have provided an $8.0 million letter of credit.

Although we are contractually committed to make approximately $13.0 million of capital expenditures at one park over the next two years, the vast majority of our capital expenditures in 2006 and beyond will be made on a discretionary basis. We plan on spending approximately $140 million on capital expenditures for the 2006 season, adding a wide array of attractions at many of our parks.

Our high level of debt and other obligations could have important negative consequences to us and investors in our securities. These include:

·We may not be able to satisfy all of our obligations, including, but not limited to, our obligations under the instruments governing our outstanding debt.

·We could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt service requirements, Partnership Park obligations, refinancings or other purposes.

·We will have to use a significant part of our cash flow to make payments on our debt, to pay the dividends on preferred stock (if we choose to pay them in cash), and to satisfy the other obligations set forth above, which may reduce the capital available for operations and expansion.

·Adverse economic or industry conditions may have more of a negative impact on us.

24

We cannot be sure that cash generated from our parks will be as high as we expect or that our expenses will not be higher than we expect. Because a large portion of our expenses are fixed in any given year, our operating cash flow margins are highly dependent on revenues, which are largely driven by attendance levels and in-park spending.

We expect to refinance all or some of our debt or secure new financing. We cannot be sure that we will be able to obtain the refinancing or new financing on reasonable terms or at all. We have agreed in our credit agreement and the indentures covering our outstanding notes to limit the amount of additional debt we will incur.

Due to the seasonal nature of our business, we are largely dependent upon the $300.0 million working capital revolving credit facility under our credit agreement to fund off-season expenses. Our ability to borrow under the working capital revolving credit facility is dependent upon compliance with certain conditions, including satisfying certain financial ratios and the absence of any material adverse change. If we were to become unable to borrow under the facility, we would likely be unable to pay our off-season obligations in full and may be unable to meet our repurchase obligations (if any) in respect of repurchases of partnership units in the Partnership Parks.

RESTRICTIVE COVENANTS—OUR FINANCIAL AND OPERATING ACTIVITIES ARE LIMITED BY RESTRICTIONS CONTAINED IN THE TERMS OF OUR FINANCINGS.

The terms of the instruments governing our indebtedness impose significant operating and financial restrictions on us. These restrictions may significantly limit or prohibit us from engaging in certain types of transactions, including the following:

·incurring additional indebtedness;

·creating liens on our assets;

·paying dividends;

·selling assets;

·engaging in mergers or acquisitions; and

·making investments.

Further, under our credit agreement, our principal direct wholly owned subsidiary, Six Flags Operations, and its subsidiaries are required to comply with specified consolidated financial ratios and tests, including:

·interest expense;

·fixed charges;

·debt service; and

·total debt.

Although we are currently in compliance with all of these financial covenants and restrictions, events beyond our control, such as weather and economic, financial and industry conditions, may affect our ability to continue meeting these financial tests and ratios. The need to comply with these financial covenants and restrictions could limit our ability to expand our business or prevent us from borrowing more money when necessary.

If we breach any of the covenants contained in our credit agreement or the indentures governing our senior notes, the principal of and accrued interest on the applicable debt would become due and payable.

25

In addition, that default could constitute a cross-default under the instruments governing all of our other indebtedness. If a cross-default occurs, the maturity of almost all of our indebtedness could be accelerated and become immediately due and payable. If that happens, we would not be able to satisfy our debt obligations, which would have a substantial material adverse effect on our ability to continue as a going concern. We cannot assure you that we will be able to comply with these restrictions in the future or that our compliance would not cause us to forego opportunities that might otherwise be beneficial to us.

LABOR COSTS—INCREASED COSTS OF LABOR, PENSION, POST-RETIREMENT AND MEDICAL AND OTHER EMPLOYEE HEALTH AND WELFARE BENEFITS MAY REDUCE OUR RESULTS OF OPERATIONS.

Labor is a primary component in the cost of operating our business. We devote significant resources to recruiting and training our managers and employees. Increased labor costs, due to competition, increased minimum wage or employee benefit costs or otherwise, would adversely impact our operating expenses. In addition, our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our needs. If we are unable to do so, our results of operations may be adversely affected.

With more than 2,000 full-time employees, our results of operations are also substantially affected by costs of pension and medical benefits. In recent years, we have experienced significant increases in these costs as a result of macro-economic factors beyond our control, including increases in health care costs, declines in investment returns on plan assets and changes in discount rates used to calculate pension and related liabilities. At least some of these macro-economic factors may continue to put upward pressure on the cost of providing pension and medical benefits. Although we have actively sought to control increases in these costs (including our decision in February 2006 to “freeze” our pension plan), there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of our businesses. In addition, our decision to freeze our pension plan could adversely affect our relationship with our employees and/or result in increased attempts by unions to organize our employees.

HOLDING COMPANY STRUCTURE—ACCESS TO CASH FLOW OF MOST OF OUR SUBSIDIARIES IS LIMITED

We are a holding company whose primary assets consist of shares of stock or other equity interests in our subsidiaries, and we conduct substantially all of our current operations through our subsidiaries. Almost all of our income is derived from our subsidiaries. Accordingly, we will be dependent on dividends and other distributions from our subsidiaries to generate the funds necessary to meet our obligations, including the payment of principal and interest on our indebtedness. We had $81.5 million of cash and cash equivalents on a consolidated basis at December 31, 2005, of which $31.8 million was held at the holding company level.

26

Other than our holdings in the Partnership Parks, all of our current operations are conducted by subsidiaries of Six Flags Operations, our principal direct wholly-owned subsidiary. We may, in the future, transfer other assets to Six Flags Operations or other entities owned by us. Our credit agreement limits the ability of Six Flags Operations to pay dividends or make other distributions to us. Six Flags Operations may not make cash distributions to us unless it is in compliance with the financial and other covenants set forth in the credit agreement and it is not otherwise in default thereunder. If it is in compliance, Six Flags Operations is permitted to make dividends to us from cash generated by operations of up to $75.0 million (of which $8.9 million has been dividended as of December 31, 2005 and $66.1 million remains available) in order to enable us to pay amounts in respect of any refinancing or repayment of debt under the indentures governing our outstanding notes. Similarly, if it is in compliance, Six Flags Operations may make additional cash contributions to us generally limited to an amount equal to the sum of:

·cash interest payments on the public notes issued by Six Flags, Inc.;

·payments we are required to make under our agreements with our partners in the Partnership Parks; and

·cash dividends on our preferred stock.

SHARES ELIGIBLE FOR FUTURE SALE—THE PRICE OF OUR COMMON STOCK MAY DECLINE DUE TO POSSIBLE SALES OF SHARES

As of March 1, 2006, there were approximately 93.5 million shares of our common stock outstanding (excluding 700,000 shares of restricted stock we agreed to issue in 2006 to certain executives), all of which are transferable without restriction or further registration under the Securities Act of 1933, except for any shares held by our affiliates. At that date, we also had outstanding options held by management and directors to purchase approximately 5.1 million shares and under our current option plans we may issue options to purchase an additional 1.2 million shares.

In addition, our outstanding shares of preferred stock are convertible at the option of the holders into 13.8 million shares of common stock, and our Convertible Notes are convertible into 47.1 million shares, although we can elect to deliver cash to satisfy note conversions. We may also issue additional shares of common stock to pay quarterly dividend payments on our outstanding preferred stock. The sale or expectation of sales of a large number of shares of common stock or securities convertible into common stock in the public market might negatively affect the market price of our common stock.

RATINGS OF THE COMPANY—CHANGES IN OUR CREDIT RATINGS MAY ADVERSELY AFFECT THE PRICE OF OUR SECURITIES, INCLUDING OUR COMMON STOCK AND SENIOR NOTES.

Credit rating agencies continually review their ratings for the companies that they follow, including us. During 2005, Standard & Poor’s Ratings Service (“S&P”) lowered its ratings on us, including our corporate credit rating which was lowered to “B-” from “B” and Moody’s Investor Service (“Moody’s”) downgraded our (i) senior unsecured debt to “Caa1” from “B3,” (ii) preferred stock to “Caa2” from “Caa1” and (iii) credit agreement debt to “B1” from “Ba3.”  Furthermore, although S&P upgraded our ratings outlook from negative to stable, Moody’s kept our ratings outlook on negative. A further negative change in our ratings or the perception that such a change could occur may adversely affect the market price of our securities, including our common stock and public debt.

Item 1B.UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of our 2005 fiscal year and that remain unresolved.

27

ITEM 2.PROPERTIES

Set forth below is a brief description of our material real estate at March 1, 2006. See also “Business—Description of Parks.”

Six Flags America, Largo, Maryland—523 acres (fee ownership)
Six Flags AstroWorld, Houston, Texas—104 acres (fee ownership)(1)
Six Flags Darien Lake, Darien Center, New York—978 acres (fee ownership)
Six Flags Elitch Gardens, Denver, Colorado—67 acres (fee ownership)
Six Flags Fiesta Texas, San Antonio, Texas—216 acres (fee ownership)
Six Flags Great Adventure, Hurricane Harbor & Wild Safari, Jackson, New Jersey—2,279 acres (fee ownership)
Six Flags Great America, Gurnee, Illinois—324 acres (fee ownership)
Six Flags Hurricane Harbor, Arlington, Texas—47 acres (fee ownership)
Six Flags Hurricane Harbor, Valencia, California—12 acres (fee ownership)
Six Flags Kentucky Kingdom, Louisville, Kentucky—59 acres (fee ownership and leasehold interest)(2)
Six Flags Magic Mountain, Valencia, California—250 acres (fee ownership)
Six Flags Marine World, Vallejo, California—135 acres (long-term leasehold interest at nominal rent)
Six Flags Mexico, Mexico City, Mexico—107 acres (occupied pursuant to concession agreement)(3)
Six Flags New England, Agawam, Massachusetts—263 acres (substantially all fee ownership)
Six Flags New Orleans, New Orleans, Louisiana—227 acres (fee ownership and leasehold interest) (4)
Six Flags Over Georgia, Atlanta, Georgia—283 acres (leasehold interest)(5)
Six Flags Over Texas, Arlington, Texas—217 acres (leasehold interest)(5)
Six Flags Splashtown, Spring, Texas—55 acres (fee ownership)
Six Flags St. Louis, Eureka, Missouri—503 acres (fee ownership)
Six Flags Waterworld USA/Concord, Concord, California—21 acres (leasehold interest)(6)
Six Flags Waterworld USA/Sacramento, Sacramento, California—9 acres (leasehold interest)(7)
Six Flags White Water Atlanta, Marietta, Georgia—69 acres (fee ownership)(8)
Enchanted Village and Wild Waves, Seattle, Washington—66 acres (leasehold interest)(9)
Frontier City, Oklahoma City, Oklahoma—113 acres (fee ownership)
La Ronde, Montreal, Canada—146 acres (leasehold interest)(10)
The Great Escape, Lake George, New York—351 acres (fee ownership)
White Water Bay, Oklahoma City, Oklahoma—21 acres (fee ownership)
Wyandot Lake, Columbus, Ohio—18 acres (leasehold interest)(11)

(1)Park closed in October 2005.

(2)Approximately 38 acres are leased under ground leases with terms (including renewal options) expiring between 2021 and 2049, with the balance owned by us.

(3)The concession agreement is with the Federal District of Mexico City. The agreement expires in 2017.

(4)The site on which the park is located is leased from the Industrial Development Board of the City of New Orleans. The lease expires in 2077. Amount shown includes a separate parcel of 86 acres which we own.

(5)Lessor is the limited partner of the partnership that owns the park. The Six Flags Over Georgia and Six Flags Over Texas leases expire in 2027 and 2028, respectively, at which time we have the option to acquire all of the interests in the respective lessor that we have not previously acquired.

(6)The site is leased from the City of Concord. The lease expires in 2025 and we have five five-year renewal options.

28

(7)The site is leased from the California Exposition and State Fair. The lease expires in 2007 pursuant to our termination notice.

(8)Owned by the Georgia Partnership.

(9)The site is leased from the prior owner. The base term of the lease expires in 2030 and we have renewal options covering an additional 46 years.

(10)The site is leased from the City of Montreal. The lease expires in 2065.

(11)The site is subleased from the Columbus Zoo. The lease expires in 2006. Acreage for this site does not include approximately 30 acres of parking which is shared with the Columbus Zoo.

We have granted to our lenders under our credit agreement a mortgage on substantially all of our United States properties.

In addition to the foregoing, we lease office space and a limited number of rides and attractions at our parks. See Note 12 to Notes to Consolidated Financial Statements.

We consider our properties to be well-maintained, in good condition and adequate for their present uses and business requirements.

ITEM 3.LEGAL PROCEEDINGS

The nature of the industry in which we operate tends to expose us to claims by visitors, generally for injuries. Historically, the great majority of these claims have been minor. Although we believe that we are adequately insured against visitors’ claims, if we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by employees, there may be a material adverse effect on our operations.

On March 3, 2006, a jury verdict was rendered in the Ohio state court case styled Terri Wang, et al vs. Six Flags, Inc. et al. The jury awarded the plaintiffs approximately $1.1 million in compensatory damages and $2.5 million in punitive damages. Judgment has not been entered on the jury award. The case arose out of a head injury suffered by Ms. Wang when she was allegedly hit by a rock while riding a roller coaster at a park we then owned.  The compensatory damage is covered by insurance. Case law is unsettled with respect to coverage of the punitive damage award. We intend to vigorously contest both damage awards as excessive, as unsupported by the evidence and inappropriate as a matter of law. Although the punitive damages award may not be directly covered by insurance, in the event the verdict stands, we believe that the law requires our insurance company to cover the entire verdict because of its wrongful refusal to settle within policy limits. We have commenced an action in Texas against our insurance company asserting this and other claims associated with the coverage issues.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 2005, Red Zone LLC conducted a consent solicitation of our stockholders to approve the following proposals:

(1)   remove without cause Kieran Burke, James Dannhauser and Stanley Shuman from the Board of Directors (the “Board”) and any other person or persons (other than the persons elected pursuant to the proposed action by written consent) elected or appointed to the Board prior to the effective date of Red Zone’s proposals to fill any newly created directorship or vacancy on the Board;

(2)   elect Mark Shapiro, Daniel M. Snyder and Dwight Schar (the “Nominees”) to fill the vacancies resulting from Proposal 1 to serve as members of the Board;

29

(3)   amend Section  4.1 of our Bylaws to fix the number of directors permitted to serve on the Six Flags Board at seven;

(4)   amend Section 26.1 of our Bylaws to require the unanimous vote of all directors in order for the Board to amend Section 4.1 of the Bylaws, which fixes the number of directors constituting the Board;

(5)   amend Section 4.4 of our Bylaws to provide that vacancies on the Six Flags Board created as a result of the removal of directors by Six Flags’ stockholders may be filled only by a majority vote of Six Flags’ stockholders; and

(6)   repeal each provision of our Bylaws or amendments of our Bylaws that are adopted after September 13, 2004 (the last date of reported changes) and before the effectiveness of the foregoing Proposals and the seating of the Nominees on the Board.

On November 22, 2005, Red Zone LLC delivered to our registered agent in Delaware written consents from the holders of in excess of 57% of our outstanding common stock as of October 24, 2005, the record date for the consent solicitation. The adoption of each of the above proposals was certified by IVS Associates, Inc., the independent inspectors of election, on November 29, 2005. Following the consent solicitation, the Board consisted of the following directors: Paul A. Biddelman, Michael E. Gellert, Francois Letaconnoux, Robert J. McGuire, Dwight Schar, Mark Shapiro and Daniel M. Snyder.

30

PART II

ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “PKS.” Set forth below are the high and low sales prices for the Common Stock as reported by the NYSE since January 1, 2004.

Year	Quarter	High	Low
2006	First (through March 1, 2006)	11.93	7.70
2005	Fourth	7.80	6.70
	Third	7.49	4.48
	Second	4.74	3.72
	First	5.75	3.96
2004	Fourth	5.74	4.45
	Third	7.25	3.36
	Second	8.30	6.65
	First	8.80	6.89

As of March 1, 2006, there were 950 holders of record of our Common Stock. We paid no cash dividends on our Common Stock during the three years ended December 31, 2005. We do not anticipate paying any cash dividends on our Common Stock during the foreseeable future. The indentures relating to our public debt limit the payment of cash dividends to common stockholders. See Note 6 to Notes to Consolidated Financial Statements.

Securities Authorized for Issuance Under Equity Compensation Plans

Set forth below is information regarding our equity compensation plans at December 31, 2005:

Plan Category	Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
	(a)		(b)			(c)
Equity compensation plans approved by security holders		3,323,000		$	16.48		4,665,000
Equity compensation plans not approved by security holders		—		—			—
Total		3,323,000		$	16.48		4,665,000

See Note 1(o) to Notes to Consolidated Financial Statements.

(1)Plans permit, in addition to grant of stock options and stock appreciation rights, the issuance of shares of Common Stock.

31

ITEM 6.SELECTED FINANCIAL DATA

The selected financial data below as of and for each of the years in the five-year period ended December 31, 2005 are derived from our audited financial statements. Our audited financial statements for the three-year period ended December 31, 2005 are included elsewhere in this report.

Our audited financial statements for the three-year period ended December 31, 2005 included herein and the following selected historical financial data for the five-year period ended on that date reflect the effects of our reclassification of the assets, liabilities and results of Six Flags Worlds of Adventure (a park located outside Cleveland, Ohio), our European parks and Six Flags AstroWorld as discontinued operations. Six Flags AstroWorld was closed in October 2005 and the other parks were sold in April 2004.

We adopted Financial Interpretation Number (“FIN”) 46 in the fourth quarter of 2003. Under FIN 46, the results of Six Flags Over Georgia, Six Flags White Water Atlanta, Six Flags Over Texas and Six Flags Marine World were consolidated in our financial statements for the years ended December 31, 2003, 2004 and 2005 and will be consolidated in our financial statements for future periods. In addition, our financial statements for the years ended December 31, 2001 and 2002, have been reclassified to reflect the adoption of FIN 46 in order to enable meaningful year-to-year comparisons. Historical results for the year ended December 31, 2001 include the operations of La Ronde from the date of its acquisition in May 2001. Historical results for the year ended December 31, 2002 include the operations of Jazzland (now Six Flags New Orleans) from the date of its acquisition on August 23, 2002.

	Year Ended December 31,
	2005			2004			2003			2002			2001
	(in thousands, except per share amounts)
Statement of Operations Data:
Revenue:
Theme park admissions	$	587,959		$	534,056		$	548,584		$	556,947		$	569,671
Theme park food, merchandise and other	501,723			464,534			458,692			455,898			458,785
Total revenue	1,089,682			998,590			1,007,276			1,012,845			1,028,456
Operating costs and expenses:
Operating expenses	454,683			421,649			401,592			384,394			375,847
Selling, general and administrative	208,521			196,792			198,989			182,098			179,921
Noncash compensation (primarily selling, general and administrative)	2,794			643			101			9,256			8,616
Costs of products sold	94,964			83,555			80,307			82,131			83,014
Depreciation and amortization	145,373			143,160			137,272			129,608			181,680
Total operating costs and expenses	906,335			845,799			818,261			787,487			829,078
Income from operations	183,347			152,791			189,015			225,358			199,378
Other expense:
Interest expense, net	(183,489		)	(191,581		)	(213,300		)	(228,109		)	(223,834		)
Minority interest in earnings	(39,794		)	(37,686		)	(35,997		)	(36,760		)	(39,056		)
Early repurchase of debt	(19,303		)	(37,731		)	(27,592		)	(29,895		)	(13,756		)
Other expense	(25,952		)	(27,555		)	(1.050		)	(6,004		)	(4,531		)
Total other income (expense)	(268,538		)	(294,553		)	(277,939		)	(300,768		)	(281,177		)
Loss from continuing operations before income taxes	(85,191		)	(141,762		)	(88,924		)	(75,410		)	(81,799		)
Income tax expense (benefit)	3,705			32,003			(27,919		)	(23,812		)	(7,875		)
Loss from continuing operations	(88,896		)	(173,765		)	(61,005		)	(51,598		)	(73,924		)
Cumulative effect of a change in accounting principle	—			—			—			(61,054		)	—
Discontinued operations, net of tax benefit of $57,406 in 2004 and $5,217 in 2003, tax expense of $8,386 in 2002 and tax benefit of $4,547 in 2001	(22,042		)	(291,044		)	(708		)	6,954			15,822
Net loss	$	(110,938	)	$	(464,809	)	$	(61,713	)	$	(105,698	)	$	(58,102	)
Net loss applicable to common stock	$	(132,908	)	$	(486,777	)	$	(83,683	)	$	(127,668	)	$	(84,617	)
Net loss per average common share outstanding—basic and diluted:
Loss from continuing operations	$	(1.19	)	$	(2.10	)	$	(0.90	)	$	(0.80	)	$	(1.13	)
Cumulative effect of a change in accounting principle	0.00			0.00			0.00			(0.66		)	0.00
Discontinued operations	(0.24		)	(3.13		)	0.00			0.08			0.18
Net loss	$	(1.43	)	$	(5.23	)	$	(0.90	)	$	(1.38	)	$	(0.95	)
Weighted average number of common shares outstanding—basic and diluted	93,110			93,036			92,617			92,511			89,221

32

	As of December 31,
	2005		2004		2003		2002		2001
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents(1)	$	81,534	$	68,807	$	98,189	$	31,307	$	45,582
Total assets	$	3,493,119	$	3,642,227	$	4,682,771	$	4,371,293	$	4,370,872
Total long-term debt (excluding current maturities)(2)	$	2,128,756	$	2,125,121	$	2,354,194	$	2,305,221	$	2,229,810
Total debt(2)	$	2,242,357	$	2,149,515	$	2,373,205	$	2,339,716	$	2,268,240
Mandatorily redeemable preferred stock (represented by the PIERS)	$	283,371	$	282,245	$	281,119	$	279,993	$	278,867
Stockholders’ equity	$	694,208	$	826,065	$	1,362,050	$	1,359,692	$	1,446,622

(1)Excludes restricted cash.

(2)Excludes $123.1 million at December 31, 2004 of indebtedness which had been called for prepayment. Assuming the 2004 Refinancing had been completed by such date, total long-term debt and total debt at such date would be $2,138.6 million and $2,163.0 million, respectively. Also excludes $301.2 million at December 31, 2003 of indebtedness which had been called for prepayment.

33

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our consolidated financial position and results of operations. This information should be read in conjunction with our consolidated financial statements and the notes thereto included in Item 8. Our consolidated financial statements and this discussion and analysis reflect the effects of our reclassification of the assets, liabilities and results of our park located outside Cleveland, Ohio and our European parks which were sold in April 2004 as discontinued operations.

In October  2005, we closed Six Flags AstroWorld, and we are seeking to sell the underlying 104-acre site on which the park is located. We intend to use the proceeds from the sale to reduce our indebtedness and for other corporate purposes. We can not give any assurances as to the timing of any such sale or the amount of the proceeds therefrom. We are relocating select rides, attractions and other equipment presently at AstroWorld to our remaining parks for the 2006 and 2007 seasons and sold certain other equipment. We have recognized an impairment loss related to these assets of $20.4 million for the year ended December 31, 2005. The accompanying consolidated financial statements as of and for all periods presented reflect select assets of Six Flags AstroWorld as assets held for sale and its results as a discontinued operation.

Six Flags New Orleans sustained extensive damage in Hurricane Katrina in late August 2005, did not reopen during the 2005 season and will not open in 2006. We have determined that our carrying value of the assets destroyed is approximately $32.4 million. This amount does not include the property and equipment owned by the lessor, which is also covered by our insurance policies. The park is covered by up to approximately $180 million in property insurance, subject to a deductible in the case of named storms of approximately $5.5 million. The property insurance covers the full replacement value of the assets destroyed and includes business interruption coverage. Although the flood insurance provisions of the policies contain a $27.5 million sublimit, the separate “Named Storm” provision, which explicitly covers flood damage, is not similarly limited. Based on advice from our insurance advisors, we do not believe the flood sublimit to be applicable. We have initiated property insurance claims, including for business interruption, with our insurers. Since we expect to recover therefrom an amount in excess of our net book value of the impaired assets, we have established an insurance receivable at December 31, 2005, in an amount equal to the carrying value of those assets, $32.4 million. We cannot estimate at this time when the park will be back in operation. We are contractually committed to rebuild the park, but only to the extent of insurance proceeds received, including proceeds from the damage to the lessor’s assets. We cannot be certain that our current estimates of the extent of the damage will be correct. See Note 12 to Notes to Consolidated Financial Statements.

General

Our revenue is primarily derived from the sale of tickets for entrance to our parks (approximately 54.0% of revenues in 2005), the sale of food, merchandise, games and attractions and parking at our parks and sponsorship and other miscellaneous revenues. Excluding AstroWorld, revenues in 2005 increased 9.1% over 2004, driven by a 4.9% increase in attendance, coupled with a 4.0% increase in per capita revenue.

Our principal costs of operations include salaries and wages, employee benefits, advertising, outside services, maintenance, utilities and insurance. Our expenses are relatively fixed. Costs for full-time employees, maintenance, utilities, advertising and insurance do not vary significantly with attendance. However, we increased operating expenses in 2005 in order to provide enhanced guest service, and intend to do so again in 2006.

We plan to make approximately $140 million of capital expenditures for the 2006 season adding a wide array of attractions at many of our parks. New management is commencing a series of initiatives for

34

the 2006 season, including a significant expansion in 2006 of a variety of guest service enhancements. See “Business—Recent Developments—Management Change.”

Results of Operations

Summary data for the years ended December 31 were as follows (in thousands, except per capital revenue):

										Percentage Changes
Summary of Operations	2005			2004			2003			2005 v. 2004			2004 v. 2003
Total revenue	$	1,089,682		$	998,590		$	1,007,276			9.1	%		(0.9	)%
Operating expenses	454,683			421,649			401,592				7.8			5.0
Selling, general and administrative	208,521			196,792			198,989				6.0			(1.1	)
Non-cash compensation	2,794			643			101				334.5			536.6
Costs of products sold	94,964			83,555			80,307				13.7			4.0
Depreciation and amortization	145,373			143,160			137,272				1.5			4.3
Income from operations	183,347			152,791			189,015				20.0			(19.2	)
Interest expense, net	183,489			191,581			213,300				(4.2	)		(10.2	)
Minority interest in earnings	39,794			37,686			35,997				5.6			4.7
Early repurchase of debt	19,303			37,731			27,592				(48.8	)		36.7
Other expense	25,952			27,555			1,050				(5.8	)		2,524.3
Loss from continuing operations before income taxes	(85,191		)	(141,762		)	(88,924		)		(39.9	)		59.4
Income tax expense (benefit)	3,705			32,003			(27,919		)		(88.4	)		N/A
Loss from continuing operations	$	(88,896	)	$	(173,765	)	$	(61,005	)		(48.8	)		184.8
Other Data:
Attendance	33,665			32,092			33,170				4.9	%		(3.2	)%
Per capita revenue	$	32.37		$	31.12		$	30.37			4.0			2.5

Year ended December 31, 2005 vs. Year ended December 31, 2004

Revenue.   Revenue in 2005 totaled $1,089.7 million compared to $998.6 million for 2004, representing a 9.1% increase. The increase in the 2005 period results primarily from a 4.9% increase in attendance, together with a 4.0% increase in per capita revenue. We believe the attendance increase was largely the result of our renewed focus on improving the guest experience, as well as the new attractions added for 2005, and generally more favorable weather conditions than in 2004.

Operating Expenses.   Operating expenses for 2005 increased $33.0 million (7.8%) compared to expenses for 2004. The increase primarily reflects planned increases in salary and wage and benefit expense ($18.4 million) and repair and maintenance expenditures ($3.9 million), as well as an increase in utilities expense ($3.9 million).

Selling, general and administrative; noncash compensation.   Selling, general and administrative expenses in 2005 increased by $11.7 million compared to comparable expenses for 2004. The increase includes $9.0 million in severance and other expenses associated with the December 2005 management change and a $3.6 million write-off of costs incurred in projects that new management has determined not to pursue. Excluding these items, selling, general and administrative expenses would have decreased by $0.9 million, which primarily relates to increases in salary and wage expense ($4.9 million), more than offset by lower advertising expense ($6.7 million).

Noncash compensation in 2005 was $2.8 million, an increase of $2.2 million compared to 2004. This increase reflects the expense associated with the acceleration of restricted stock grants and the lapse of restrictions on prior awards ($2.0 million). The balance of the increase reflects the expense associated with the grant in January 2005 of an aggregate of 65,000 shares of restricted stock to our former Chief Executive Officer and our Chief Financial Officer pursuant to their employment agreements.

Costs of products sold.   Costs of products sold in 2005 increased $ 11.4 million compared to costs for 2004, reflecting primarily the increase in in-park revenues as well as a $2.0 million valuation allowance for

35

slow moving inventory. As a percentage of our in-park sales and excluding the 2005 valuation allowance relating to slow moving inventory, cost of sales remained relatively constant for the two years. As a percentage of theme park food, merchandise and other revenue, costs of products sold increased to 18.5% (excluding the slow moving inventory valuation allowance) in 2005 compared to 18.0% in the prior year.

Depreciation and amortization.   Depreciation and amortization expense for 2005 increased $2.2 million compared to 2004. The increase compared to the 2004 level was attributable to our on-going capital program.

Interest expense, net of interest income; early repurchase of debt.   Interest expense, net decreased $8.1 million compared to 2004, reflecting primarily the benefit of the lower interest rate convertible notes issued in November 2004 to refinance other higher interest rate debt.The 2005 expense for early repurchase of debt reflects the redemption in February 2005 of our 2009 Senior Notes. The expense in 2004 for early repurchase of debt reflects the redemption in January 2004 of our 2007 Senior Notes and debt repayments in the 2004 period, including a $75 million payment on our term loan, from a portion of the proceeds from the sales of our Ohio park and European parks in April 2004. See Note 6 to Notes to Consolidated Financial Statements. We have refinanced our public debt primarily to extend maturities.

Minority interest in earnings.   Minority interest in earnings reflects the third party share of the operations of the parks that are not wholly-owned by us, Six Flags Over Georgia (including White Water Atlanta), Six Flags Over Texas and Six Flags Marine World. The increase in 2005 reflects improved performance at Six Flags Marine World compared to the prior-year period and the annual increase in the distributions to limited partners of Six Flags Over Georgia and Six Flags Over Texas. Cash distributions to our partners and joint venturer were $44.4 million in 2005 and $41.6 million in 2004.

Other expense.Other expense in 2005 decreased $1.6 million compared to the prior-year period. Other expense primarily reflects in 2005 the retirement of assets replaced as part of our 2005 and 2006 capital program ($15.1 million) and costs incurred in connection with the consent solicitation ($9.4 million). For 2004, other expense primarily reflects the write-off of our investment in a Madrid park we had managed  prior to November 2004 and related intangible assets as well as other associated costs ($15.0 million) and the retirement of assets replaced as part of our 2005 capital program ($13.2 million).

Income tax expense.   Income tax expense was $3.7 million for 2005 compared to a $32.0 million expense for 2004. The tax expense was affected by the valuation allowance applied to our U.S. net deferred tax assets during both years. The current period allowance was $153.4 million in 2004 and $43.4 million in 2005. See “Critical Accounting Issues” and Note 1 (m) to Notes to Consolidated Financial Statements.

At December 31, 2005, we estimated that we had approximately $1,686.7 million of net operating losses (“NOLs”) carryforwards for Federal income tax purposes. The NOLs are subject to review and potential disallowance by the Internal Revenue Service upon audit of our Federal income tax returns and those of our subsidiaries. In addition, the use of NOLs is subject to limitations on the amount of taxable income that can be offset with the NOLs. During 2004 and 2005, we determined that it was no longer likely that all of the NOLs will be utilized prior to their expiration. See Note 8 to Notes to Consolidated Financial Statements.

Year Ended December 31, 2004 vs. Year Ended December 31, 2003

Revenue.   Revenue in 2004 totaled $998.6 million compared to $1,007.3 million for 2003. The decrease in 2004 resulted from a 3.2% decrease in attendance offset in part by a 2.5% increase in per capita revenue. We believe that the attendance decline is largely attributable to adverse weather in several of our major markets and the continuing effects of a challenging economic environment for our target audience.

Operating expenses.   Operating expenses for 2004 increased $20.1 million (5.0%) compared to expenses for 2003. The increase primarily reflects planned increases in salary and wage and fringe benefit

36

expense (approximately $15.2 million) and repair and maintenance expenditures (approximately $2.1 million) as part of the implementation of our plan to enhance guest services generally.

Selling, general and administrative; noncash compensation.   Selling, general and administrative expenses for 2004 decreased $2.2 million (1.1%) compared to comparable expenses for 2003. The decrease primarily relates to a reduction in certain insurance expenses (approximately $5.7 million), arising out of lower premiums and improved loss experiences, and a reduction in legal and other services (approximately $1.0 million), offset by a planned increase in advertising expense ($3.5 million).

The $0.5 million increase in 2004 in non-cash compensation reflects the grant in January 2004 of a total of 425,000 shares of restricted stock to our former Chief Executive Officer and our Chief Financial Officer pursuant to their employment agreements.

Costs of products sold.   Costs of products sold in 2004 increased $3.2 million (4.0%) compared to costs for 2003, reflecting our increased costs for food, merchandise and games inventories, as well as higher freight costs. As a percentage of theme park food, merchandise and other revenue, costs of products sold increased to 18.0% in 2004 compared to 17.5% in the prior year.

Depreciation and amortization.   Depreciation and amortization expense for 2004 increased $5.9 million (4.3%) compared to 2003. The increase compared to the 2003 level was attributable to our on-going capital program.

Interest expense, net of interest income; early repurchase of debt.   Interest expense, net decreased $21.7 million (10.2%) compared to 2003, reflecting primarily lower debt levels. The expense in 2004 for early repurchase of debt reflects the redemption in January 2004 of our 2007 Senior Notes from the proceeds of our 2014 Notes, the repayment of a portion of our term loan, and the repayment of $248.6 million principal amount of debt from a portion of the proceeds of the sale in April 2004 of our Cleveland, Ohio and European parks and the repurchase of $147.0 million principal amount of the 2009 Notes and 2010 Notes prior to year-end from a portion of the proceeds of our Convertible Note offering. The expense in 2003 reflects the retirement of $401.0 million of our senior discount notes in that year, principally from the proceeds of the issuance of our 2013 Senior Notes. See Note 6 to Notes to Consolidated Financial Statements.

Minority interest in earnings.   Minority interest reflects third party share of the operations of the parks that are not wholly-owned by us, Six Flags Over Georgia (including White Water Atlanta), Six Flags Over Texas and Six Flags Marine World. Cash distributions to our partners and joint venturer were $41.6 million in 2004 and $42.3 million in 2003.

Other expense.   The increase in other expense in 2004 primarily reflects both the $15.0 million write-off of the book value of our investment in the owner of the Madrid park we managed prior to November 2004, and related intangible assets as well as other associated costs (see Note 2 to Notes to Consolidated Financial Statements) and the $13.2 million write-off of the remaining book value of certain assets replaced as part of our 2004 and 2005 capital programs or otherwise determined to no longer be useable in our business.

Income tax (expense) benefit.   Income tax expense was $32.0 million for 2004 compared to a benefit of $27.9 million for 2003. Income tax expense in 2004 was adversely affected by the valuation allowance applied to our U.S. net deferred tax assets during that period and income tax expense attributable to our Canadian and Mexican operations. See “—Critical Accounting Issues” and Note 1(m) to Notes to Consolidated Financial Statements.

Results of Discontinued Operations

In October 2005, we permanently closed Six Flags AstroWorld in Houston. We have engaged Cushman & Wakefield to market the 104-acre site. The sale has been approved by our lenders under our credit agreement (see Note 6(a) to Notes to Consolidated Financial Statements) and we intend to use the

37

proceeds from the sale to reduce our indebtedness and for other corporate purposes. We are relocating select rides, attractions and other equipment presently at AstroWorld to our remaining parks for the 2006 and 2007 seasons. Since the expected net sales proceeds for the property are expected to be less than our carrying value, a $20.4 million impairment loss related to these assets was recorded for the year ended December 31, 2005.  We can not give any assurances as to the timing of any such sale or the amount of the proceeds therefrom.

On April 8, 2004, we sold substantially all of the assets used in the operation of Six Flags World of Adventure near Cleveland, Ohio (other than the marine and land animals located at that park and certain assets related thereto) for a cash purchase price of $144.3 million. In a separate transaction on the same date, we sold all of the stock of Walibi S.A., our wholly-owned subsidiary that indirectly owned the seven parks we owned in Europe. The purchase price was approximately $200.0 million, of which Euro 10.0 million ($12.1 million as of April 8, 2004) was received in the form of a nine and one half year note from the buyer and $11.6 million represented the assumption of certain debt by the buyer, with the balance paid in cash. During February 2006, the note was repurchased by the buyer for $12.0 million. Net cash proceeds from these transactions were used to pay down debt and to make investments in our remaining parks. See Note 2 to Notes to Consolidated Financial Statements included herein.

Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” our consolidated financial statements have been reclassified for all relevant periods presented to reflect the operations, assets and liabilities of the parks sold in 2004 as discontinued operations and for all periods presented to reflect the operations and select assets of AstroWorld as discontinued operations. The assets of AstroWorld have been classified as “Assets held for sale” on the December 31, 2005 and December 31, 2004 consolidated balance sheets and consist of the following:

	December 31,			December 31,
	2005			2004
	(In thousands)
Property, plant and equipment, net		$	51,070		$	73,805
Goodwill, net		26,530			26,530
Total assets held for sale		$	77,600		$	100,335

38

Following are components of the net results of discontinued operations, including both AstroWorld and the parks sold in 2004, for the years ended December 31, 2005, 2004 and 2003.

	Years Ended December 31,
	2005			2004			2003
Operating revenue	$	41,257		$	42,389		$	229,394
Loss on sale of discontinued operations	—			(310,281		)	—
Loss from discontinued operations before income taxes	(1,619		)	(38,169		)	(5,925		)
Impairment on assets held for sale	(20,423		)	—			—
Income tax benefit	—			(57,406		)	(5,217		)
Net results of discontinued operations	$	(22,042	)	$	(291,044	)	$	(708	)

Liquidity, Capital Commitments and Resources

General

Our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, debt service, investments in parks (including capital projects and acquisitions), preferred stock dividends and payments to our partners in the Partnership Parks. We did not pay a dividend on our common stock during 2005, nor do we expect to pay one in 2006. We believe that, based on historical and anticipated operating results, cash flows from operations, available cash and available amounts under our credit agreement will be adequate to meet our future liquidity needs, including anticipated requirements for working capital, capital expenditures, scheduled debt and preferred stock requirements and obligations under arrangements relating to the Partnership Parks, for at least the next several years. Our current and future liquidity is, however, greatly dependent upon our operating results, which are driven largely by overall economic conditions as well as the value and perceived quality of the entertainment experience at our parks. Our liquidity could also be adversely affected by unfavorable weather, accidents or the occurrence of an event or condition, including terrorist acts or threats, negative publicity or significant local competitive events, that significantly reduces paid attendance and, therefore, revenue at any of our theme parks. See “Business—Risk Factors.”  In that case, we might need to seek additional financing. In addition, we expect to refinance all or a significant portion of our existing debt on or prior to maturity. The degree to which we are leveraged could adversely affect our ability to obtain any new financing or to effect any such refinancing. See “Cautionary Note Regarding Forward-Looking Statements” with respect to the forward-looking statements continued in this paragraph.

Our total indebtedness, as of December 31, 2005, was approximately $2,242.4 million. In addition, as of December 31, 2005, an additional $259.3 million was available for borrowing under our credit agreement. Based on interest rates at December 31, 2005 for floating rate debt, annual cash interest payments for 2006 on non-revolving credit debt outstanding at December 31, 2005 and anticipated levels of working capital revolving borrowings for the year will aggregate approximately $180.9 million. None of our public debt matures prior to February 2010 and none of the facilities under our credit agreement matures before June 30, 2008. In addition, the annual dividend requirements on our outstanding preferred stock total approximately $20.8 million, which we can, at our option, pay either in cash or shares of our common stock. We are required to redeem all of our outstanding preferred stock on August 15, 2009 (to the extent not previously converted into shares of our common stock) for cash at 100% of the liquidation preference ($287.5 million), plus accrued and unpaid dividends. We plan on spending approximately $140 million on capital expenditures for the 2006 season. At December 31, 2005, we had approximately $81.5 million of cash and cash equivalents and $259.3 million available under our credit agreement.

Due to the seasonal nature of our business, we are largely dependent upon the $300.0 million working capital revolving credit portion of our credit agreement in order to fund off-season expenses. Our ability to

39

borrow under the working capital revolver is dependent upon compliance with certain conditions, including financial ratios and the absence of any material adverse change. If we were to become unable to borrow under the facility, we would likely be unable to pay our off-season obligations in full and may be unable to meet our repurchase obligations (if any) in respect of repurchases of partnership units in the partnership parks. The working capital facility expires in June 2008. The terms and availability of our credit agreement and other indebtedness would not be affected by a change in the ratings issued by rating agencies in respect of our indebtedness.

During the year ended December 31, 2005, net cash provided by operating activities was $121.3 million. Since our business is both seasonal and involves significant levels of cash transactions, factors impacting our net operating cash flows are the same as those impacting our cash-based revenues and expenses discussed above. Net cash used in investing activities in 2005 was $37.1 million, consisting primarily of capital expenditures, offset by maturities of restricted-use investments (representing the net proceeds from our November 2004 offering of the Convertible Notes, which had been held in escrow to fund a portion of the redemption in February 2005 of the 2009 Senior Notes). Net cash used in financing activities in 2005 was $72.3 million, representing primarily the proceeds of the January 2005 issuance of $195.0 million principal amount of additional 2014 Senior Notes and $377.5 million in borrowings under the revolving credit portion of our credit facility and the separate working capital facilities of the Partnership Parks, offset by the payment of $617.5 million for the repayment of debt and the payment of preferred stock dividends as well as debt issuance costs.

Long-term debt and preferred stock

Our debt at December 31, 2005 included $1,489.5 million of fixed-rate senior notes, with staggered maturities ranging from 2010 to 2015, $645.2 million under the term loan portion of our credit agreement and $107.7 million of other indebtedness, including $100.0 million under the working capital facility under our credit agreement and $6.5 million of indebtedness at Six Flags Over Texas and Six Flags Over Georgia. Except in certain circumstances, the public debt instruments do not require principal payments prior to maturity. Our credit agreement includes a $655.0 million term loan ($645.2 million of which was outstanding at December 31, 2005); a $100.0 million multicurrency reducing revolver facility none of which was outstanding at December 31, 2004, excluding outstanding letters of credit) and a $300.0 million working capital revolver ($100.0 million of which was outstanding at that date). The working capital facility must be repaid in full for 30 consecutive days during the five month period from June 1 through November 1 of each year and terminates on June 30, 2008. The multicurrency reducing revolving facility, which permits optional prepayments and reborrowings, requires quarterly mandatory reductions in the initial commitment (together with repayments, to the extent that the outstanding borrowings thereunder would exceed the reduced commitment) of 2.5% of the committed amount thereof commencing on December 31, 2004, 5.0% commencing on March 31, 2006, 7.5% commencing on March 31, 2007 and 18.75% commencing on March 31, 2008 and this facility terminates on June 30, 2008. As a result, availability under this facility as of December 31, 2005 was $87.5 million. The term loan facility requires quarterly repayments of 0.25% of the outstanding amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. The term loan matures on June 30, 2009. Under the credit agreement, the maturity of the term loan will be shortened to December 31, 2008 if prior to such date our outstanding preferred stock is not redeemed or converted into common stock. All of our outstanding preferred stock ($287.5 million liquidation preference) must be redeemed on August 15, 2009 (to the extent not previously converted into common stock). See Notes 6 and 9 to our Notes to Consolidated Financial Statements included herein for additional information regarding our indebtedness and preferred stock.

40

Partnership Park Obligations

As more fully described in “Business—Partnership Park Arrangements” in connection with our 1998 acquisition of the former Six Flags, we guaranteed certain obligations relating to Six Flags Over Georgia and Six Flags Over Texas. These obligations continue until 2027, in the case of the Georgia park, and 2028, in the case of the Texas park. Among such obligations are (i) minimum annual distributions (including rent) of approximately $56.8 million in 2006 (subject to cost of living adjustments in subsequent years) to partners in these two Partnerships Parks (of which we will be entitled to receive in 2006 approximately $18.5 million based on our present ownership of 25.3% of the Georgia partnership units and 37.6% of the Texas partnership units), (ii) minimum capital expenditures at each park during rolling five-year periods based generally on 6% of park revenues, and (iii) an annual offer to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of limited partnership units at specified prices.

We plan to make approximately $28.0 million of capital expenditures at these parks for the 2006 season, an amount in excess of the minimum cumulative required expenditure. We were not required to purchase any units in the 2005 offer to purchase. Because we have not been required since 1998 to purchase a material amount of units, our maximum unit purchase obligation for both parks in 2006 is an aggregate of approximately $246.6 million, representing approximately 45.0% of the outstanding units of the Georgia park and 36.1% of the outstanding units of the Texas park. The annual unit purchase obligation (without taking into account accumulation from prior years) aggregates approximately $31.1 million for both parks based on current purchase prices. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions.

Cash flows from operations at these Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The two partnerships generated approximately $45.9 million of aggregate net cash provided by operating activities in 2005 (net of advances from the general partner). At December 31, 2005, we had total loans outstanding of $142.7 million to the partnerships that own these parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements.

Off-balance sheet arrangements and aggregate contractual obligations

We have guaranteed the payment of a $31.0 million construction term loan incurred by HWP Development LLC (a joint venture in which we own a 41% interest) for the purpose of financing the construction and development of a hotel and indoor water park project located adjacent to our Great Escape park near Lake George, New York, which opened in February 2006. We have not yet received any revenues from the joint venture but had advanced the joint venture approximately $1.9 million at December 31, 2005. We acquired our interest in the joint venture through a contribution of land and a restaurant, valued at $5.0 million

Our guarantee will be released upon full payment and discharge of the loan, which matures on December 17, 2009. As security for the guarantee, we have provided an $8.0 million letter of credit. At December 31, 2005, approximately $25.7 million was outstanding under the construction term loan. In the event we are required to fund amounts under the guarantee, our joint venture partners either must reimburse us for their respective pro rata share (based on their percentage interests in the venture) or their interests in the joint venture will be diluted or, in certain cases, forfeited. We have entered into a management agreement to manage and operate the project upon its completion. We do not believe our guarantee of the loan is material to our liquidity or capital resources. As of December 31, 2005, we were not involved in any other off-balance sheet arrangements.

41

Set forth below is certain information regarding our debt, preferred stock and lease obligations at December 31, 2005 (in thousands):

	Payment Due by Period
Contractual Obligations	2006		2007-2009		2010-2012		2013 and beyond	Total
Long term debt(1)	$	10,101		639,223		300,300	1,190,650	2,140,274
PIERS(2)	—			287,500		—	—	287,500
Real estate and operating leases(3)	10,525			28,450		27,366	206,817	273,158
Purchase Obligations(4)	157,216			11,250		11,250	—	179,716
Total	$	177,842		966,423		338,916	1,397,467	2,880,648

(1)Includes capital lease obligations. Payments are shown at principal amount. Payments shown do not include interest payments or principal payments on our working capital revolver. The $300.0 million working capital revolver must be repaid in full for 30 consecutive days during the five month period from June 1 through November 1 of each year. Interest paid on the borrowings under the revolver for 2005 was $5.3 million.

(2)Amount shown excludes annual dividends of approximately $20.8 million, which we are permitted to pay in either cash or common stock. The amount shown for the 2009 cash redemption obligations assumes no conversion of PIERS prior thereto.

(3)Assumes for lease payments based on a percentage of revenues, future payments at 2005 revenue levels. Also does not give effect to cost of living adjustments. Obligations not denominated in U.S. Dollars have been converted based on the exchange rates existing on December 31, 2005.

(4)Represents obligations at December 31, 2005 with respect to insurance, inventory, media and advertising commitments, computer systems and hardware, estimated license fees to Warner Bros. (through 2012) and new rides and attractions. Of the amount shown for 2006, approximately $109.6 million represents capital items. The amounts in respect of new rides and attractions were computed at January 9, 2006 and include estimates by us of costs needed to complete such improvements that, in certain cases, were not legally committed at that date. Amounts shown do not include obligations to employees that can not be quantified at December 31, 2005 which are discussed below. Amounts shown also do not include purchase obligations existing at the individual park-level for supplies and other miscellaneous items since such amount was not readily available. None of the park-level obligations is individually material.

Included under “purchase obligations” above are commitments for license fees to Warner Bros. and commitments relating to capital expenditures. License fees to Warner Bros. for our domestic parks are payable based upon the number of domestic parks utilizing the licensed characters. The license fee for 2005 was $4.0 million. In addition to the licensee fee, we also pay a royalty fee on merchandise sold using the licensed characters, generally equal to 12% of the cost of the merchandise.

During the years ended December 31, 2005, 2004 and 2003, we made contributions to our defined benefit pension plan of $9.4 million, $3.1 million and $3.3 million, respectively. In February 2006, we announced we were “freezing” our pension plan, pursuant to which participants will no longer continue to earn future pension benefits. Including the effects of this freeze, we expect to make contributions of approximately $6.5 million in 2006 in respect to our pension plans and $4.2 million in 2006 to our 401(k) plan. The 401(k) plan contribution reflects the effects of planned enhancements to our 401(k) plan.

42

Our estimated expense for employee health insurance for 2006 is $16.0 million. See Note 10 to Notes to Consolidated Financial Statements.

Although we are contractually committed to make approximately $13 million of capital expenditures at one park over the next two years, the vast majority of our capital expenditures in 2006 and beyond will be made on a discretionary basis. We plan on spending approximately $140 million on capital expenditures for the 2006 season.

During the three years ended December 31, 2003, insurance premiums and self-insurance retention levels increased substantially. However, as compared to the policies expiring in 2004 and 2005, our current policies, which expire in December 2006, cover substantially the same risks (neither property insurance policy covered terrorist activities), do not require higher aggregate premiums and do not have substantially larger self-insurance retentions. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks, such as terrorism.

Red Zone LLC has requested that we reimburse Red Zone for the expenses it incurred in connection with its consent solicitation. Our Board of Directors has authorized us to reiumburse Red Zone for certain of its expenses, subject to the Audit Committee’s review of the expenses and its determination that the expenses were reasonable and subject further to approval of the reimbursement by our shareholders at our 2006 annual meeting. Red Zone has requested reimbursement for expenses that include financial advisory fees, legal fees, travel and other out of pocket expenses and compensation and signing bonuses paid by Red Zone to Mr. Shapiro and additional individuals who have become our employees. The Audit Committee has retained independent counsel to assist it in its review of the expenses. As of the date of this Annual Report, the Audit Committee has not completed its review.

We may from time to time seek to retire our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Critical Accounting Policies

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles. Results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our consolidated financial condition and results and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Property and Equipment

Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of those assets. Changes in circumstances such as technological advances, changes to

43

our business model or changes in our capital strategy could result in the actual useful lives differing from our estimates. In those cases in which we determine that the useful life of property and equipment should be shortened, we depreciate the remaining net book value in excess of the salvage value over the revised remaining useful life, thereby increasing depreciation expense evenly through the remaining expected life.

Accounting for income taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as differing depreciation periods for our property and equipment and deferred revenue, for tax and financial accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets (principally net operating loss carryforwards) will be recovered from future taxable income. To the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, we must include an expense within the tax provision in the consolidated statements of operations.

Significant management judgment is required in determining our provision or benefit for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We have recorded a current period valuation allowance of $153.4 million for December 31, 2004 and $43.4 million for December 31, 2005, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain net operating loss carryforwards and tax credits, before they expire. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance which could materially impact our consolidated financial position and results of operations.

The variables that will impact whether our deferred tax assets will be utilized prior to their expiration include attendance, capital expenditures, interest rates, labor and insurance expenses, and changes in state or federal tax laws. In determining the valuation allowance we do not consider, and under generally accepted accounting principles cannot consider, the possible changes in state or federal tax laws until the laws change. We reduced our level of capital expenditures in 2004 and, although we invested—and will invest at higher levels in 2005 and 2006, we may invest thereafter at lower levels than had been the case in prior years. To the extent we reduce capital expenditures, our future accelerated tax deductions for our rides and equipment will be reduced, and our interest expense deductions would decrease as the debt balances are reduced by cash flow that previously would have been utilized for capital expenditures. Increases in capital expenditures without corresponding increases in net revenues would reduce short-term taxable income and increase the likelihood of additional valuation allowances being required as net operating loss carryforwards expire prior to their utilization. Conversely, increases in revenues in excess of operating expenses would reduce the likelihood of additional valuation allowances being required as the short-term taxable income would increase and we may be able to utilize net operating loss carryforwards prior to their expiration. See Note 1(m) to Notes to Consolidated Financial Statements.

44

Valuation of long-lived and intangible assets and goodwill

Long-lived assets were $3,135.0 million including goodwill and other intangible assets of $1,207.4 million as of December 31, 2005. Long-lived assets included property and equipment and intangible assets.

In 2002, Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” became effective and as a result, as of January 1, 2002, we ceased amortizing approximately $1.2 billion of goodwill. In lieu of amortization, we were required to perform an initial impairment review of our goodwill in 2002 and are required to perform an annual impairment review thereafter, which we do as of the end of each year and more frequently upon the occurrence of certain events. To accomplish this, we identified our reporting units (North America and Europe) and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. We then determined the fair value of each reporting unit, compared it to the carrying amount of the reporting unit and compared the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which were measured as of the date of adoption. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Based on the foregoing, we determined that $61.1 million of goodwill associated with our European reporting unit was impaired and, during 2002, we recognized a transitional impairment loss in that amount as the cumulative effect of a change in accounting principle in our consolidated statements of operations. For subsequent years we determined the fair value of our North American assets by using the discounted cash flow method, that is, we estimated annual cash flows applicable to our North American unit (after deducting estimated capital expenditures), applied an estimated valuation multiple to a terminal cash flow amount, and discounted the result by an amount equal to our cost of capital. Based on the foregoing, no impairment was required for 2004 or 2005. Our unamortized goodwill is $1,191.6 million at December 31, 2005. See Note 1(i) to Notes to Consolidated Financial Statements.

As described above, we evaluate the carrying value of our long-lived assets using a discounted cash flow analysis that combines current net results (on a cash basis) and expected future results with the expected levels of future capital expenditures and then discounts the results, giving effect to the stock price multiple for the industry over a period of time. If revenues decrease without a corresponding decrease in operating expenses and capital expenditures, this would increase the likelihood of goodwill impairment. If valuations reflected in stock prices or theme park acquisitions decrease over time, this would also increase the likelihood of goodwill impairment. If revenues increase faster than operating expenses and capital expenditures, this would decrease the likelihood of goodwill impairment.

Market Risks and Sensitivity Analyses

Like other global companies, we are exposed to market risks relating to fluctuations in interest rates and currency exchange rates. The objective of our financial risk management is to minimize the negative impact of interest rate and foreign currency exchange rate fluctuations on our operations, cash flows and equity. We do not acquire market risk sensitive instruments for trading purposes.

45

We were party to three interest rate swap agreements that for the term of the applicable agreements (ranging from March 2005 to June 2005) effectively converted $600.0 million of our $655.0 million term loan into a fixed rate obligation. Our term loan borrowings bear interest at 2.50% above the LIBOR rate. Our interest rate swap agreements effectively “lock-in” the LIBOR component at rates ranging from 2.065% to 3.50% and average 3.01%. Interest rate swap agreements continue in effect for approximately $3.0 million of debt of the Partnership Parks.

Interest Rate and Debt Sensitivity Analysis

The following analysis presents the sensitivity of the market value, operations and cash flows of our market-risk financial instruments to hypothetical changes in interest rates as if these changes occurred at December 31, 2005. The range of changes chosen for this analysis reflect our view of changes which are reasonably possible over a one-year period. Market values are the present values of projected future cash flows based on the interest rate assumptions. These forward looking disclosures are selective in nature and only address the potential impacts from financial instruments. They do not include other potential effects which could impact our business as a result of these changes in interest and exchange rates.

At December 31, 2005, we had total debt of $2,242.4 million, of which $1,490.7 million represents fixed-rate debt and the balance represented floating-rate debt. Of the floating-rate debt, $3.0 million principal amount is subject to interest rate swap agreements. For fixed-rate debt, interest rate changes affect the fair market value but do not impact book value, operations or cash flows. Conversely, for floating-rate debt, interest rate changes generally do not affect the fair market value but do impact future operations and cash flows, assuming other factors remain constant.

Additionally, increases and decreases in interest rates impact the fair value of the interest rate swap agreements. A decrease in thirty and ninety-day LIBOR interest rates increases the fair value liability of the interest rate swap agreements. However, over the term of the interest rate swap agreements, the economic effect of changes in interest rates is fixed as we will pay a fixed amount and are not subject to changes in interest rates.

Assuming other variables remain constant (such as foreign exchange rates and debt levels), after giving effect to our interest rate swap agreements and assuming an average annual balance on our working capital revolver, the pre-tax operations and cash flows impact resulting from a one percentage point increase in interest rates would be less than $7.5 million.

Recently Issued Accounting Pronouncements

In December 2004, the FASB published FASB Statement No. 123 (revised 2004), “Share-Based Payment.” Statement 123(R) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. As a larger public entity, we were required to apply Statement 123(R) as of the first annual reporting period that begins after June 15, 2005, which was the first quarter of 2006. Statement 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

46

Statement 123(R) replaced FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and superceded APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. As allowed, we have historically accounted for stock options using the accounting principles of Opinion 25. The impact of adopting the provisions of Statement 123(R) will be to increase our noncash compensation expense in future periods. As disclosed in the notes to our consolidated financial statements, using the Black-Scholes method of determining fair value in the past would have increased our noncash compensation expense by approximately $2.2 million in 2004 and approximately $5.1 million in 2005. During 2006, we have granted options to purchase 2,100,000 shares of common stock to certain executives, options to purchase 660,000 shares of common stock to directors and 725,000 shares of restricted stock to certain executives. We currently estimate that these grants, coupled with prior grants, will result in stock-based compensation expense of approximately $8.2 million in 2006. There was no cumulative effect of change in accounting principle upon adoption of the Statement. The provisions of the instruments governing our credit facilities and outstanding notes do not include noncash compensation expenses in the determination of financial covenants. As a result, the effects of the adoption of Statement 123(R) will not have a significant impact on our financial condition or resources.

In March 2005, the Financial Accounting Standards Board adopted FASB Interpretation No. 47—Accounting for Conditional Asset Retirement Obligations (“FIN 47”). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of that liability can be reasonably estimated. We have reviewed our obligations with respect to the retirement of tangible long-lived assets. Certain of those obligations arise out of leases and others relate to obligations that would arise in the event we determined to demolish, sell or abandon property that we own. We have concluded that the former obligations are immaterial and that the fair value of the latter obligations can not be reasonably estimated. Accordingly, the adption of FIN 47 did not result in any impact on our results of operations or financial position for the year ended December 31, 2005 and we do not expect the adoption to have a material impact on future results of operations, financial position or liquidity.

ITEM 7A.QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to the information appearing under the subheading “Market Risks and Sensitivity Analyses” under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 45 of this Report.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and schedules listed in Item 15(a)(1) and (2) are included in this Report beginning on page F-1.

47

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation as of December 31, 2005 of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15(d)1-5(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2005.

Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting During the Quarter Ended December 31, 2005

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2005 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

48

PART III

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)   Identification of Directors

Incorporated by reference from the information captioned “Proposal 1: Election of Directors” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

(b)   Identification of Executive Officers

Information regarding executive officers is included in Item 1 of Part I herein.

(c)   Code of Ethics

The Company has adopted a Code of Business Conduct which applies to its chief executive officer, chief financial officer and all of its other employees, as well as the members of its board of directors. The Code of Business Conduct is published in the investors section of the Company’s website at www.sixflags.com. Any amendments or waivers to the Code of Business Conduct applicable to the Company’s chief executive officer or chief financial officer must be approved by the audit committee of the Company’s board of directors and will be promptly disclosed.

(d)   Identification of Audit Committee

Information regarding the Audit Committee and indemnification of the Audit Committee Financial Expert is incorporated by reference from the information captioned “Corporate Governance” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

(e)   Compliance with Section 16(a) of the Exchange Act

Incorporated by reference from the information captioned “Compliance with Section 16(a) of the Exchange Act” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

ITEM 11.EXECUTIVE COMPENSATION

Incorporated by reference from the information captioned “Executive Compensation” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006. Information relating to Securities Authorized for Issuance Under Equity Compensation Plans is included in Item 5 of Part II hereof.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)   Incorporated by reference from the information captioned “Stock Ownership of Management and Certain Beneficial Holders” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

(b)   Changes in Control

None.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference from the information captioned “Certain Transactions” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from the information captioned “Principal Accountant Fees and Services” included in our Proxy Statement in connection with the annual meeting of stockholders to be held in May 2006.

49

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES,

(a)(1) and (2) Financial Statements and Financial Statement Schedules

The following consolidated financial statements of Six Flags, Inc. and subsidiaries, the notes thereto, the related report thereon of independent registered public accounting firm, and financial statement schedules are filed under Item 8 of this Report:

Management’s Report on Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm (Internal Controls)	F-3
Report of Independent Registered Public Accounting Firm (Financial Statements)	F-5
Consolidated Balance Sheets—December 31, 2005 and 2004	F-6
Consolidated Statements of Operations Years ended December 31, 2005, 2004 and 2003	F-7
Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss) Years ended December 31, 2005, 2004 and 2003	F-8
Consolidated Statements of Cash Flows Years ended December 31, 2005, 2004 and 2003	F-9
Notes to Consolidated Financial Statements	F-11

Schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because they either are not required under the related instructions, are inapplicable, or the required information is shown in the financial statements or notes thereto.

(a)(3)See Exhibit Index.

(b)Exhibits

See Item 15(a)(3) above.

Neither Six Flags, Inc., nor any of its consolidated subsidiaries, has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to this Annual Report, under which the total amount of securities authorized exceeds 10% of the total assets of Six Flags, Inc. and its subsidiaries on a consolidated basis. Six Flags, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of each instrument that defines the rights of holders of such long-term debt that is not filed or incorporated by reference as an exhibit to this Annual Report.

Six Flags, Inc. will furnish any exhibit upon the payment of a reasonable fee, which fee shall be limited to Six Flags, Inc.’s reasonable expenses in furnishing such exhibit.

50

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 15, 2006

SIX FLAGS, INC.
By:	/s/ MARK SHAPIRO
	Mark Shapiro
	President and Chief Executive Officer

51

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the following capacities on the dates indicated.

	Signature		Title		Date
/s/ MARK SHAPIRO		Chief Executive Officer (Principal		March 15, 2006
Mark Shapiro		Executive Officer), President, and Director
/s/ JAMES F. DANNHAUSER		Chief Financial Officer (Principal		March 15, 2006
James F. Dannhauser		Financial and Accounting Officer)
/s/ DANIEL M. SNYDER		Chairman of the Board and Director		March 15, 2006
Daniel M. Snyder
/s/ C.E. ANDREWS		Director		March 15, 2006
C.E. Andrews
/s/ MARK JENNINGS		Director		March 15, 2006
Mark Jennings
/s/ JACK KEMP		Director		March 15, 2006
Jack Kemp
/s/ ROBERT MCGUIRE		Director		March 15, 2006
Robert McGuire
/s/ DWIGHT SCHAR		Director		March 15, 2006
Dwight Schar
/s/ HARVEY WEINSTEIN		Director		March 15, 2006
Harvey Weinstein

52

SIX FLAGS, INC.
Index to Consolidated Financial Statements

Management’s Report on Internal Control Over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm (Internal Controls)	F-3
Report of Independent Registered Public Accounting Firm (Financial Statements)	F-5
Consolidated Balance Sheets—December 31, 2005 and 2004	F-6
Consolidated Statements of Operations—Years ended December 31, 2005, 2004 and 2003	F-7
Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)—Years ended December 31, 2005, 2004 and 2003	F-8
Consolidated Statements of Cash Flows—Years ended December 31, 2005, 2004 and 2003	F-9
Notes to Consolidated Financial Statements	F-11

F-1

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2005.

Our management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2005 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

	/s/ MARK SHAPIRO
	Mark Shapiro
	Chief Executive Officer of the Company
	/s/ JAMES F. DANNHAUSER
	James F. Dannhauser
	Chief Financial Officer of the Company
March 14, 2006

F-2

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Six Flags, Inc.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting that Six Flags, Inc. and subsidiaries (the Company) maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Six Flags, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Six Flags, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

F-3

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Six Flags, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and other comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2005, and our report dated March 14, 2006 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Oklahoma City, Oklahoma
March 14, 2006

F-4

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Six Flags, Inc.:

We have audited the accompanying consolidated balance sheets of Six Flags, Inc. and subsidiaries (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Six Flags, Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Six Flags, Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2006 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

KPMG LLP

Oklahoma City, Oklahoma

March 14, 2006

F-5

SIX FLAGS, INC.
Consolidated Balance Sheets
December 31, 2005 and 2004

	2005			2004
ASSETS
Current assets:
Cash and cash equivalents	$	81,534,000		68,807,000
Accounts receivable	51,308,000			22,438,000
Inventories	27,933,000			27,832,000
Prepaid expenses and other current assets	39,187,000			37,013,000
Restricted-use investment securities	—			134,508,000
Total current assets	199,962,000			290,598,000
Other assets:
Debt issuance costs	43,897,000			50,347,000
Deposits and other assets	36,640,000			46,528,000
Total other assets	80,537,000			96,875,000
Property and equipment, at cost	2,866,345,000			2,760,898,000
Less accumulated depreciation	938,754,000			814,665,000
Total property and equipment	1,927,591,000			1,946,233,000
Assets held for sale	77,600,000			100,335,000
Intangible assets, net of accumulated amortization	1,207,429,000			1,208,186,000
Total assets	$	3,493,119,000		3,642,227,000
LIABILITIES and STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	31,101,000		25,817,000
Accrued compensation, payroll taxes, and benefits	17,101,000			8,652,000
Accrued insurance	32,826,000			22,830,000
Accrued interest payable	34,022,000			37,812,000
Other accrued liabilities	36,630,000			42,583,000
Deferred income	7,289,000			9,392,000
Debt called for prepayment	—			123,068,000
Current portion of long-term debt	113,601,000			24,394,000
Total current liabilities	272,570,000			294,548,000
Long-term debt	2,128,756,000			2,125,121,000
Minority interest	56,277,000			60,911,000
Other long-term liabilities	43,592,000			38,846,000
Deferred income taxes	14,345,000			14,491,000
Mandatorily redeemable preferred stock (redemption value of $287,500,000)	283,371,000			282,245,000
Stockholders’ equity:
Preferred stock of $1.00 par value, 5,000,000 shares authorized; 11,500 issued and outstanding	—			—
Common stock of $.025 par value, 210,000,000 shares authorized and 93,201,528 and 93,041,528 shares issued and outstanding in 2005 and 2004, respectively	2,330,000			2,326,000
Capital in excess of par value	1,751,777,000			1,750,766,000
Accumulated deficit	(1,042,042,000		)	(909,134,000	)
Deferred compensation	(852,000		)	(2,709,000	)
Accumulated other comprehensive income (loss)	(17,005,000		)	(15,184,000	)
Total stockholders’ equity	694,208,000			826,065,000
Total liabilities and stockholders’ equity	$	3,493,119,000		3,642,227,000

See accompanying notes to consolidated financial statements.

F-6

SIX FLAGS, INC.
Consolidated Statements of Operations
Years Ended December 31, 2005, 2004 and 2003

	2005			2004		2003
Revenue:
Theme park admissions	$	587,959,000		534,056,000		548,584,000
Theme park food, merchandise and other	501,723,000			464,534,000		458,692,000
Total revenue	1,089,682,000			998,590,000		1,007,276,000
Operating costs and expenses:
Operating expenses	454,683,000			421,649,000		401,592,000
Selling, general and administrative	208,521,000			196,792,000		198,989,000
Noncash compensation (primarily selling, general and administrative)	2,794,000			643,000		101,000
Costs of products sold	94,964,000			83,555,000		80,307,000
Depreciation	144,484,000			141,967,000		136,101,000
Amortization	889,000			1,193,000		1,171,000
Total operating costs and expenses	906,335,000			845,799,000		818,261,000
Income from operations	183,347,000			152,791,000		189,015,000
Other income (expense):
Interest expense	(186,012,000		)	(195,674,000	)	(215,228,000	)
Interest income	2,523,000			4,093,000		1,928,000
Minority interest in earnings	(39,794,000		)	(37,686,000	)	(35,997,000	)
Early repurchase of debt	(19,303,000		)	(37,731,000	)	(27,592,000	)
Other expense	(25,952,000		)	(27,555,000	)	(1,050,000	)
Total other income (expense)	(268,538,000		)	(294,553,000	)	(277,939,000	)
Loss from continuing operations before income taxes	(85,191,000		)	(141,762,000	)	(88,924,000	)
Income tax expense (benefit)	3,705,000			32,003,000		(27,919,000	)
Loss from continuing operations	(88,896,000		)	(173,765,000	)	(61,005,000	)
Discontinued operations, net of tax benefit of $57,406,000 in 2004 and $5,217,000 in 2003	(22,042,000		)	(291,044,000	)	(708,000	)
Net loss	$	(110,938,000	)	(464,809,000	)	(61,713,000	)
Net loss applicable to common stock	$	(132,908,000	)	(486,777,000	)	(83,683,000	)
Net loss per average common share outstanding - basic and diluted:
Loss from continuing operations	$	(1.19	)	(2.10	)	(0.90	)
Discontinued operations	(0.24		)	(3.13	)	—
Net loss	$	(1.43	)	(5.23	)	(0.90	)
Weighted average number of common shares outstanding—basic and diluted	93,110,000			93,036,000		92,617,000

See accompanying notes to consolidated financial statements.

F-7

SIX FLAGS, INC.
Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income (Loss)
Years Ended December 31, 2005, 2004 and 2003

	Preferred stock					Common stock			Capital in									Accumulated other
	Shares issued		Amount			Shares issued	Amount		excess of par value		Accumulated deficit			Deferred compensation				comprehensive income (loss)				Total
Balances at December 31, 2002		—		$	—	92,616,528	$	2,315,000	$	1,747,324,000	$	(338,674,000	)		$	—			$	(51,273,000	)	$	1,359,692,000
Stock option compensation		—		—			—		101,000		—				—				—			101,000
Net loss		—		—		—	—		—		(61,713,000		)		—				—			(61,713,000		)
Other comprehensive income (loss)—
Foreign currency translation adjustment		—		—		—	—		—		—				—				78,868,000			78,868,000
Additional minimum liability on defined benefit retirement plan, net of tax		—		—		—	—		—		—				—				2,928,000			2,928,000
Cash flow hedging derivatives, net of tax		—		—		—	—		—		—				—				4,144,000			4,144,000
Comprehensive income (loss)																						24,227,000
Preferred stock dividends		—		—		—	—		—		(21,970,000		)						—			(21,970,000		)
Balances at December 31, 2003		—		—		92,616,528	2,315,000		1,747,425,000		(422,357,000		)		—				34,667,000			1,362,050,000
Issuance of common stock		—		—		425,000	11,000		3,240,000		—				(3,251,000		)		—			—
Amortization of deferred compensation		—		—		—	—		—		—				542,000				—			542,000
Stock option compensation		—		—		—	—		101,000		—				—				—			101,000
Net loss		—		—		—	—		—		(464,809,000		)		—				—			(464,809,000		)
Other comprehensive loss—
Foreign currency translation adjustment		—		—		—	—		—		—				—				(55,612,000		)	(55,612,000		)
Additional minimum liability on defined benefit retirement plan		—		—		—	—		—		—				—				(877,000		)	(877,000		)
Cash flow hedging derivatives		—		—		—	—		—		—				—				6,638,000			6,638,000
Comprehensive loss																						(514,660,000		)
Preferred stock dividends		—		—		—	—		—		(21,968,000		)		—				—			(21,968,000		)
Balances at December 31, 2004		—		—		93,041,528	2,326,000		1,750,766,000		(909,134,000		)		(2,709,000		)		(15,184,000		)	826,065,000
Issuance of common stock		—		—		160,000	4,000		1,011,000		—				(937,000		)		—			78,000
Amortization of deferred compensation		—		—		—	—		—		—				2,794,000				—			2,794,000
Net loss				—		—	—		—		(110,938,000		)		—				—			(110,938,000		)
Other comprehensive loss—		—		—		—	—		—		—				—
Foreign currency translation adjustment		—		—		—	—		—		—				—				5,306,000			5,306,000
Additional minimum liability on defined benefit retirement plan, net of tax		—		—		—	—		—		—				—				(7,282,000		)	(7,282,000		)
Cash flow hedging derivatives,				—		—	—		—		—				—				155,000			155,000
Comprehensive loss																						(112,759,000		)
Preferred stock dividends		—				—	—		—		(21,970,000		)		—				—			(21,970,000		)
Balances at December 31, 2005		—		$	—	93,201,528	$	2,330,000	$	1,751,777,000	$	(1,042,042,000	)		$	(852,000	)		$	(17,005,000	)	$	694,208,000

See accompanying notes to consolidated financial statements.

F-8

SIX FLAGS, INC.
Consolidated Statements of Cash Flows
Years Ended December 31, 2005, 2004 and 2003

	2005			2004		2003
Cash flow from operating activities:
Net loss	$	(110,938,000	)	(464,809,000	)	(61,713,000	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	145,373,000			143,160,000		137,272,000
Minority interest in earnings	39,794,000			37,686,000		35,997,000
Partnership and joint venture distributions	(44,428,000		)	(41,568,000	)	(42,326,000	)
Noncash compensation	2,794,000			643,000		101,000
Interest accretion on notes payable	259,000			496,000		10,205,000
Early repurchase of debt	19,303,000			37,731,000		27,592,000
Loss on discontinued operations	25,485,000			264,902,000		51,529,000
Amortization of debt issuance costs	8,204,000			8,117,000		8,400,000
Other including loss on disposal of assets	15,340,000			27,997,000		2,016,000
Decrease in accounts receivable	4,174,000			5,540,000		1,724,000
(Increase) decrease in inventories, prepaid expenses and other current assets	(2,971,000		)	(9,976,000	)	10,035,000
(Increase) decrease in deposits and other assets	9,890,000			(10,030,000	)	6,284,000
Increase (decrease) in accounts payable, deferred income, accrued liabilities and other long-term liabilities	12,683,000			15,084,000		(626,000	)
Increase (decrease) in accrued interest payable	(3,790,000		)	(10,034,000	)	9,754,000
Deferred income tax expense (benefit)	152,000			28,260,000		(31,050,000	)
Total adjustments	232,262,000			498,008,000		226,907,000
Net cash provided by operating activities	121,324,000			33,199,000		165,194,000
Cash flow from investing activities:
Additions to property and equipment	(171,245,000		)	(105,865,000	)	(99,099,000	)
Purchase of identifiable intangible assets	—			(500,000	)	(1,186,000	)
Capital expenditures of discontinued operations	(777,000		)	(3,352,000	)	(13,818,000	)
Acquisition of theme park assets	—			—		(5,764,000	)
Purchase of restricted-use investments	—			(134,508,000	)	(317,913,000	)
Maturities of restricted-use investments	134,508,000			317,913,000		75,111,000
Proceeds from sale of discontinued operations	—			314,456,000		—
Proceeds from sale of assets	434,000			12,955,000		181,000
Net cash provided by (used in) investing activities	(37,080,000		)	401,099,000		(362,488,000	)
Cash flow from financing activities:
Repayment of long-term debt	(617,526,000		)	(1,146,461,000	)	(706,356,000	)
Proceeds from borrowings	571,525,000			716,500,000		1,008,850,000
Net cash proceeds from issuance of common stock	78,000			—		—
Payment of cash dividends	(20,844,000		)	(20,844,000	)	(20,844,000	)
Payment of debt issuance costs	(5,540,000		)	(13,490,000	)	(17,312,000	)
Net cash provided by (used in) financing activities	(72,307,000		)	(464,295,000	)	264,338,000

(continued)

See accompanying notes to consolidated financial statements.

F-9

SIX FLAGS, INC.
Consolidated Statements of Cash Flows, Continued
Years Ended December 31, 2004, 2003 and 2002

	2005		2004		2003
Effect of exchange rate changes on cash	790,000		615,000		(162,000	)
Increase (decrease) in cash and cash equivalents	12,727,000		(29,382,000	)	66,882,000
Cash and cash equivalents at beginning of year	68,807,000		98,189,000		31,307,000
Cash and cash equivalents at end of year	$	81,534,000	68,807,000		98,189,000
Supplemental cashflow information:
Cash paid for interest	$	181,339,000	197,091,000		186,801,000
Cash paid for income taxes	$	4,883,000	3,620,000		3,131,000

See accompanying notes to consolidated financial statements.

F-10

SIX FLAGS, INC.
Notes to Consolidated Financial Statements
Years Ended December 31, 2005, 2004 and 2003

(1)   Summary of Significant Accounting Policies

(a)Description of Business

We own and operate regional theme amusement and water parks. As of December 31, 2003, we owned or operated 39 parks. In April 2004 we sold in two separate transactions seven parks in Europe and Six Flags Worlds of Adventure in Ohio. As of December 31, 2004, we owned or operated 30 parks, including 28 domestic parks, one park in Mexico and one in Canada. In October 2005, we closed Six Flags AstroWorld in Houston, Texas and are seeking to sell the underlying 104-acre site. As a result, we currently operate 29 parks. We are transfering certain property and equipment from the Houston park to other parks we own or operate prior to completing the sale. The accompanying consolidated financial statements as of December 31, 2004 and for the years ended December 31, 2004 and 2003 reflect the assets, liabilities and results of the facilities sold in 2004 as discontinued operations. The accompanying consolidated financial statements as of and for all periods presented reflect select assets of Six Flags AstroWorld as assets held for sale and its results as a discontinued operation. See Note 2.

Six Flags New Orleans sustained very extensive damage in Hurricane Katrina in late August 2005 and did not reopen during the 2005 season and will not open during the 2006 season. See Note 12.

Unless otherwise indicated, references herein to “we,” “our” or “Six Flags” means Six Flags, Inc. and our subsidiaries, and “Holdings” refers only to Six Flags, Inc., without regard to our subsidiaries.

(b)Basis of Presentation

Our accounting policies reflect industry practices and conform to accounting principles generally accepted in the United States of America.

The consolidated financial statements include our accounts, our majority and wholly owned subsidiaries, and limited partnerships and limited liability companies in which we beneficially own 100% of the interests.

During the fourth quarter of 2003, we adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” which was subsequently reissued in December 2003 as Interpretation No. 46—Revised (FIN 46). Pursuant to those provisions we consolidate the partnerships and joint ventures that own Six Flags Over Texas, Six Flags Over Georgia, Six Flags White Water Atlanta and Six Flags Marine World as we have determined that we have the most significant economic interest because we receive a majority of these entity’s expected losses or expected residual returns and have the ability to make decisions that significantly affect the results of the activities of these entities. The equity interests owned by nonaffiliated parties in these entities are reflected in the accompanying consolidated balance sheets as minority interest. The portion of earnings from these parks owned by non-affiliated parties in these entities is reflected as minority interest in earnings in the accompanying consolidated statements of operations and in the consolidated statements of cash flows.

In November 2004, we sold for nominal consideration our 5% equity investment in Warner Bros. Movie World Madrid which had been accounted for using the cost method of accounting. The loss on the disposition is accounted for as other income (loss) for the year ended December 31, 2004. See Note 2.

F-11

Intercompany transactions and balances have been eliminated in consolidation.

(c)Cash Equivalents

Cash equivalents of $36,084,000 and $39,940,000 at December 31, 2005 and 2004, respectively, consist of short-term highly liquid investments with a remaining maturity as of purchase date of three months or less, which are readily convertible into cash. For purposes of the consolidated statements of cash flows, we consider all highly liquid debt instruments with remaining maturities as of their purchase date of three months or less to be cash equivalents.

(d)Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market value and primarily consist of products for resale including merchandise and food and miscellaneous supplies. Costs of goods sold for the year ended December 31, 2005 include $1,987,000 associated with a valuation allowance related to slow moving inventory.

(e)Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include $17,115,000 and $14,932,000 of spare parts inventory for existing rides and attractions at December 31, 2005 and 2004, respectively. These items are expensed as the repair or maintenance of rides and attractions occur.

(f)Advertising Costs

Production costs of commercials and programming are charged to operations in the year first aired. The costs of other advertising, promotion, and marketing programs are charged to operations when incurred with the exception of direct-response advertising which is charged to the period it will benefit. The amounts capitalized at year end are included in prepaid expenses.

Advertising and promotions expense was $104,295,000, $111,005,000 and $107,464,000 during the years ended December 31, 2005, 2004 and 2003, respectively.

(g)Debt Issuance Costs

We capitalize costs related to the issuance of debt. The amortization of such costs is recognized as interest expense under a method approximating the interest method over the term of the respective debt issue.

(h)Property and Equipment

Rides and attractions are depreciated using the straight-line method over 5-25 years. Land improvements are depreciated using the straight-line method over 10-15 years. Buildings and improvements are depreciated over their estimated useful lives of approximately 30 years by use of the straight-line method. Furniture and equipment are depreciated using the straight-line method over 5-10 years. Maintenance and repairs are charged directly to expense as incurred, while betterments and renewals are generally capitalized as property and equipment. When an item is retired or otherwise disposed of, the cost and applicable accumulated depreciation are removed and the resulting gain or loss is recognized.

(i)Intangible Assets

Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually. To accomplish this, we identify our reporting units and determine the carrying value of each reporting unit

F-12

by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units We then determine the fair value of each reporting unit, compare it to the carrying amount of the reporting unit and compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. We determine the fair value of our North American assets by using the discounted cash flow method, that is, we estimate annual cash flows applicable to our North American unit (after deducting estimated capital expenditures), apply an estimated valuation multiple to a terminal cash flow amount and discount the result by an amount equal to our cost of capital. Based on the foregoing, no impairment was required for 2003, 2004 or 2005. Our unamortized goodwill is $1,191,576,000 at December 31, 2005.

The following table reflects our intangible assets which are subject to amortization (in thousands):

	As of December 31, 2005				As of December 31, 2004				As of December 31, 2003
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-compete agreements	$	610		610		610		601		3,610		1,055
Licenses	16,932			4,446		16,932		3,566		22,932		3,749
	$	17,542		5,056		17,542		4,167		26,542		4,804

We expect that amortization expense on our existing intangible assets subject to amortization will average approximately $759,000 over each of the next five years. The range of useful lives of the intangible assets is from 5 to 25 years, with a weighted average of 22.7 years.

Intangible assets also include $3,367,000  representing previously unrecognized service costs of our Pension Plan (see Note 10).

(j)Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to future net cash flows expected to be generated by the asset or group of assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

(k)Revenue Recognition

We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our customer. For season pass and other multi-use admissions, we recognize a pro-rata portion of the revenue as the customer attends our parks.

(l)Interest Expense

Interest on notes payable is generally recognized as expense on the basis of stated interest rates. Notes payable assumed in an acquisition are carried at amounts adjusted to impute a market rate of interest cost (when the obligations were assumed).

F-13

(m)Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. United States deferred income taxes have not been provided on foreign earnings which are being permanently reinvested. We have recorded a valuation allowance of $196,783,000 as of December 31, 2005 and $153,384,000 as of December 31, 2004, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain net operating losses carried forward and tax credits, before they expire. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable.

(n)Loss Per Common Share

Basic loss per share is computed by dividing net loss applicable to common stock by the weighted average number of common shares outstanding for the period. No adjustments for stock options were included in the 2005, 2004 and 2003 computations of diluted loss per share because the effect would have been antidilutive. See Note 1(o) for additional information relating to the number of stock options outstanding. Additionally, the weighted average number of shares for each of the years ended December 31, 2005, 2004 and 2003 does not include the impact of the conversion of outstanding convertible preferred stock into shares of common stock as the effect of the conversion and resulting decrease in preferred stock dividends would be antidilutive. The weighted average number of shares for the years ended December 31, 2005 and 2004 also does not include the impact of the conversion of our outstanding convertible notes into shares of common stock as the effect of the conversion and resulting decrease in interest expense would be anitdilutive. Our Preferred Income Equity Redeemable Shares (PIERS), which are shown as mandatorily redeemable preferred stock on our consolidated balance sheets, were issued in January 2001 and are convertible into 13,789,000 shares of common stock. Our convertible notes were issued in November 2004 and are convertible into approximately 47,087,000 shares of common stock.

Preferred stock dividends and amortization of related issue costs of $21,970,000, $21,968,000 and $21,970,000 were included in determining net loss applicable to common stock in 2005, 2004, and 2003, respectively.

(o)Stock Compensation

We have applied the intrinsic-value based method of accounting prescribed by APB Opinion No. 25 and related interpretations in accounting for our stock option plans (See note 1(t) for our discussion of the impact of adopting FASB Statement No. 123 (Revised 2004), “Share Based Payments”). Under this method, compensation expense for unconditional employee stock options is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. For employee stock options that are conditioned upon the achievement of performance goals, compensation expense, as determined by the extent that the quoted market price of the underlying stock at the time that the condition for exercise is achieved exceeds the stock option exercise price, is recognized over the service period. For stock options issued to nonemployees, we recognize compensation expense at the time of issuance based upon the fair value of the options issued.

F-14

Certain members of our management and professional staff have been issued seven-year options to purchase common shares under our 2004, 2001, 1998, 1996, 1995 and 1993 Stock Option and Incentive Plans (collectively, the Option Plans). Through December 31, 2005 all stock options granted under the Option Plans, have been granted with an exercise price equal to the underlying stock’s fair value at the date of grant. Except for conditional options issued in 1998, options generally may be exercised on a cumulative basis with 20% of the total exercisable on the date of issuance and with an additional 20% being available for exercise on each of the succeeding anniversary dates. Any unexercised portion of the options will automatically terminate upon the seventh anniversary of the issuance date or following termination of employment. There were 1,531,000 conditional stock options granted in 1998. These options have the same vesting schedule as the unconditional stock options, except that no conditional option could be exercised until after the conditions of the stock option were met. The conditions related to the exercise of these stock options were met during December 1999.

In June 2001, our shareholders approved a stock option plan for non-management directors providing for options with respect to an aggregate of 250,000 shares. In June 2004, our shareholders approved a stock option plan for employees and directors providing for options with respect to 1,800,000 shares. Through December 31, 2005, we have granted to our non-management directors an aggregate of 440,000 options with a weighted average exercise price of $8.76 and weighted average remaining life to maturity of 1.46 years. Other than exercise prices, the terms of the directors’ options are comparable to options issued to management.

At December 31, 2005, there were 4,665,000 additional shares available for grant under the Option Plans. The per share weighted-average fair value of stock options granted during 2005, 2004, and 2003 was $3.89, $5.03 and $3.50, respectively, on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2005—expected dividend yield 0%, risk-free interest rate of 4.12%, expected volatility of 78%, and an expected life of 5 years. 2004—expected dividend yield 0%, risk-free interest rate of 3.28%, expected volatility of 80%, and an expected life of 5 years. 2003—expected dividend yield 0%, risk-free interest rate of 2.87%, expected volatility of 83%, and an expected life of 5 years.

No compensation cost has been recognized for the unconditional stock options in the consolidated financial statements. Had we determined compensation cost based on the fair value at the grant date for all our unconditional stock options under SFAS 123, “Accounting for Stock Based Compensation,” our net loss would have been increased to the pro forma amounts below:

	2005			2004		2003
Net loss applicable to common stock:
As reported	$	(132,908,000	)	(486,777,000	)	(83,683,000	)
Add: Noncash compensation	2,794,000			643,000		101,000
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects	(7,903,000		)	(2,868,000	)	(13,296,000	)
Pro forma	$	(138,017,000	)	(489,002,000	)	(96,878,000	)
Net loss per weighted average common share outstanding—basic and diluted:
As reported	$	(1.43	)	(5.23	)	(0.90	)
Pro forma	$	(1.48	)	(5.26	)	(1.05	)

F-15

Stock option activity during the years indicated is as follows:

	Number of shares		Weighted-average exercise price
Balance at December 31, 2002	7,374,010			19.88
Granted	105,000			5.21
Exercised	—			—
Forfeited	(412,600	)		21.05
Expired	(571,410	)		11.00
Balance at December 31, 2003	6,495,000			20.23
Granted	545,000			7.63
Exercised	—			—
Forfeited	(2,850,000	)		20.85
Expired	(6,000	)		11.00
Balance at December 31, 2004	4,184,000			18.18
Granted	535,000			5.93
Exercised	(15,000	)		5.21
Forfeited	(64,000	)		21.08
Expired	(1,317,000	)		17.50
Balance at December 31, 2005	3,323,000			$	16.48

At December 31, 2005, the range of exercise prices and weighted-average remaining contractual life of outstanding options was $4.12 to $25.00 and 2.94 years, respectively.

At December 31, 2005, 2004, and 2003, options exercisable were 2,431,200, 3,490,400 and 6,041,200, respectively, and weighted-average exercise price of those options was $19.83, $19.69 and $20.80, respectively.

During the first quarter of 2006, we granted options to purchase 2,100,000 shares of common stock to our officers, options to purchase 660,000 shares to our directors and 725,000 shares of restricted common stock to certain executives. We currently estimate that we will recognize approximately $8,178,000 of stock-based employee compensation expense in 2006 in respect of these and previous awards.

Restricted Stock Grants

We issued 900,000 restricted common shares with an estimated aggregate value of $14,625,000 to members of our senior management in July 1997. We issued an additional 920,000 restricted common shares with an estimated aggregate value of $16,100,000 to members of our senior management in October 1998. We also issued an additional 370,126 restricted common shares with an estimated aggregate value of $7,439,000 to members of our senior management in April 2001. Pursuant to employment agreements with our former Chief Executive Officer and our Chief Financial Officer, dated December 31, 2003, those executives were issued an aggregate of 425,000 shares of restricted common stock in January 2004 with an aggregate value of $3,251,000 on the date of issuance, and we issued as aggregate of 65,000 shares of restricted common stock in January 2005 with an aggregate value of $365,000 on the date of issuance. The restrictions on the stock issued lapse ratably over various terms, generally based on continued employment. The restrictions also lapse upon termination of the executive without cause or if a change in control of Six Flags occurs. In that connection in December 2005 our former Chief Executive Officer entered into a termination agreement pursuant to which, among other things, he was issued the remaining 80,000 shares of restricted common stock provided for in his employment agreement and all restrictions on all restricted shares issued under the employment agreement lapsed. Compensation expense equal to the aggregate value of the shares is being recognized as an expense over the respective vesting period.

F-16

As noted above, in the first quarter of 2006, we issued 725,000 restricted common shares to certain executives. We expect to issue an additional 25,000 shares of restricted stock to our chief financial officer on April 1, 2006 under the terms of an amendment to his employment agreement.

(p)Investment Securities

Restricted-use investment securities at December 31, 2004 consist of U.S. Treasury securities. The restricted-use investments at December 31, 2004 were restricted to provide funds to prepay certain debt. The prepayment was made in February 2005. See Notes 6(b) and 6(c). We classify our investment securities in one of two categories: available-for-sale or held-to-maturity. Held-to-maturity securities are those securities in which we have the ability and intent to hold the security until maturity. All other securities held by us are classified as available-for-sale. We do not purchase investment securities principally for the purpose of selling them in the near term and thus have no securities classified as trading.

Available-for-sale securities are recorded at fair value. As of December 31, 2004, the fair value of the restricted-use investments classified as available-for-sale was $134,508,000 which approximated the amortized cost of the securities. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from operations and are reported as a separate component of other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. As of December 31, 2004, our restricted-use investment securities classified as available-for-sale had remaining maturities of less than one year.

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective interest method. Interest income is recognized when earned.

(q)Comprehensive Income (Loss)

Comprehensive income (loss) consists of net loss, changes in the foreign currency translation adjustment, changes in the fair value of derivatives that are designated as hedges and the additional minimum liability on our defined benefit plan and is presented in the consolidated statements of stockholders’ equity and other comprehensive income (loss) as accumulated other comprehensive income (loss).

(r)Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(s)Reclassifications

Reclassifications have been made to certain amounts reported in 2003 and 2004 to conform with the 2005 presentation.

F-17

(t)Impact of Recently Issued Accounting Pronouncements

In December 2004, the FASB published FASB Statement No. 123 (revised 2004), “Share-Based Payment.”  Statement 123(R) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. We adopted Statement 123(R) on January 1, 2006 under the modified prospective method of application. Statement 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

Statement 123(R) replaced FASB Statement No. 123, “Accounting for Stock-Based Compensation,” and superceded APB Opinion No. 25, “Accounting for Stock Issued to Employees.”  Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. As allowed, we have historically accounted for stock options using the accounting principles of Opinion 25. The impact of adopting the provisions of Statement 123(R) will be to increase our noncash compensation expense in future periods. As disclosed in the note 1(o), using the Black-Scholes method of determining fair value in the past would have increased our noncash compensation expense by approximately $13,195,000 in 2003, approximately $2,225,000 in 2004 and approximately $5,109,000 in 2005. During 2006, we have granted options to purchase 2,100,000 shares of common stock to certain executives, options to purchase 660,000 shares of common stock to directors and 725,000 shares of restricted stock to certain executives. We currently estimate that these grants, coupled with prior grants, will result in stock-based compensation expense of approximately $8,178,000 in 2006. There was no cumulative effect of change in accounting principle upon adoption of the statement. The provisions of our credit facilities and outstanding notes do not include noncash compensation expenses in the determination of financial covenants. As a result, the effects of the adoption of Statement 123(R) will not have a significant impact on our financial position or results of operations.

In March 2005, the Financial Accounting Standards Board adopted FASB Interpretation No. 47—Accounting for Conditional Asset Retirement Obligations (“FIN 47”). FIN 47 requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of that liability can be reasonably estimated. We have reviewed our obligations with respect to the retirement of tangible long-lived assets. Certain of those obligations arise out of leases and others relate to obligations that would arise in the event we determined to demolish, sell or abandon property that we own. We have concluded that the former obligations are immaterial and that the fair value of the latter obligations can not be reasonably estimated. Accordingly, the adoption of FIN 47 did not result in any impact on our results of operations or financial position for the year ended December 31, 2005 and we do not expect the adoption to have a material impact on future results of operations, financial position or liquidity.

(2)   Disposition of Theme Parks

In October 2005, we permanently closed Six Flags AstroWorld in Houston. We have engaged Cushman & Wakefield to market the 104-acre site on which the park is located. The sale has been approved by our lenders under the Credit Agreement (see note 6(a)) and we intend to use the proceeds from the sale to reduce our indebtedness and for other corporate purposes. We are relocating select rides, attractions and other equipment presently at AstroWorld to our remaining parks for the 2006 and 2007 seasons and sold certain other equipment. Based on our current estimate of anticipated sale proceeds and after taking into account rides and other equipment transferred to other parks and/or sold, we have established a loss of approximately $20,400,000 related to this asset. We cannot give any assurances as to the timing of any such sale or the amount of the proceeds therefrom.

F-18

On April 8, 2004, we sold substantially all of the assets used in the operation of Six Flags World of Adventure near Cleveland, Ohio (other than the marine and land animals located at that park and certain assets related thereto) for a cash purchase price of $144,300,000. In a separate transaction, on the same date, we sold all of the stock of Walibi S.A., our wholly-owned subsidiary that owned the seven parks we owned in Europe. The purchase price was approximately $200,000,000, of which Euro 10.0 million ($12,100,000 as of April 8, 2004) was received in the form of a nine and one-half year note from the buyer, and $11,600,000 represented the assumption of certain debt by the buyer, with the balance paid in cash. During February 2006, the Note was repurchased by the buyer for $11,950,000. Net cash proceeds from these transactions have primarily been used to pay down debt and to fund investments in our remaining parks. Approximately $248,588,000 of debt has been repaid with such proceeds, not including the debt assumed by the buyer of our European parks.

Pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” our consolidated financial statements have been reclassified for all periods presented to reflect the operations and select assets of AstroWorld as discontinued operations. The assets of AstroWorld have been classified as “Assets held for sale” on the December 31, 2005 and December 31, 2004 consolidated balance sheets and consist of the following:

	December 31, 2005			December 31, 2004
	(In thousands)
Property, plant and equipment, net		$	51,070		$	73,805
Goodwill, net		26,530			26,530
Total assets held for sale		$	77,600		$	100,335

The net loss from discontinued operations (including AstroWorld for all years and the 2004 dispositions for 2004 and 2003) was classified on the consolidated statements of operations for the years ended December 31, 2005, 2004 and 2003 as “Discontinued operations, inclusive of tax.” Summarized results of discontinued operations are as follows:

	Years Ended December 31,
	2005			2004		2003
	(in thousands)
Operating revenue	$	41,257		42,389		229,394
Loss on sale of discontinued operations	—			(310,281	)	—
Loss from discontinued operations before income taxes	(1,619		)	(38,169	)	(5,925	)
Impairment on assets held for sale	(20,423		)	—		—
Income tax benefit	—			(57,406	)	(5,217	)
Net results of discontinued operations	$	(22,042	)	(291,044	)	(708	)

Our long-term debt is at the consolidated level and is not reflected at each individual park. Thus, we have not allocated a portion of interest expense to the discontinued operations.

During November 2004 we agreed with the owner of the park we managed in Spain to terminate the management agreement and to transfer our 5% investment in the equity of the park for nominal consideration. By virtue of the foregoing, we recognized losses of approximately $15,000,000, representing the carrying amount of our investment in the park, certain intangible assets related to non-compete agreements and licenses, and other costs. These losses were recorded in other income (expense) in the accompanying 2004 consolidated statement of operations.

(3)   Property and Equipment

F-19

Property and equipment, at cost, are classified as follows:

	December 31,
	2005		2004
Land	$	144,569,000	$	144,337,000
Land improvements	386,464,000		363,200,000
Buildings and improvements	499,926,000		496,843,000
Rides and attractions	1,558,414,000		1,453,094,000
Equipment	276,972,000		303,424,000
Total	2,866,345,000		2,760,898,000
Less accumulated depreciation	938,754,000		814,665,000
	$	1,927,591,000	$	1,946,233,000

(4)   Minority Interest, Partnerships and Joint Ventures

Minority interest represents the third parties’ share of the assets of the four parks that are less than wholly-owned, Six Flags Over Texas, Six Flags Over Georgia (including Six Flags White Water Atlanta which is owned by the partnership that owns Six Flags Over Georgia) and Six Flags Marine World. Minority interest in earnings shown is reduced by depreciation and other non-operating expenses of $4,880,000, $5,356,000 and $5,705,000, respectively, for the years ended December 31, 2005, 2004 and 2003.

In April 1997, we became manager of Marine World (subsequently renamed Six Flags Marine World), then a marine and exotic wildlife park located in Vallejo, California, pursuant to a contract with an agency of the City of Vallejo under which we are entitled to receive an annual base management fee of $250,000 and up to $250,000 annually in additional management fees based on park revenues. In November 1997, we exercised our option to lease approximately 40 acres of land within the site for nominal rent and an initial term of 55 years (plus four ten-year and one four-year renewal options). We have added theme park rides and attractions on the leased land, which is located within the existing park, in order to create one fully-integrated regional theme park at the site. We are entitled to receive, in addition to the management fee, 80% of the cash flow generated by the combined operations at the park, after combined operating expenses and debt service on outstanding third party debt obligations relating to the park. We also have an option through February 2010 to purchase the entire site at a purchase price equal to the greater of the then principal amount of the debt obligations of the seller (expected to aggregate $52,000,000) or the then fair market value of the seller’s interest in the park (based on a formula relating to the seller’s 20% share of Marine World’s cash flow).

See note 12 for a description of the partnership arrangements applicable to Six Flags Over Texas and Six Flags Over Georgia (the Partnership Parks).

(5)   Derivative Financial Instruments

In February 2000, we entered into three interest rate swap agreements that effectively converted $600,000,000 of the term loan component of the Credit Facility (see Note 6(a)) into a fixed rate obligation. The terms of the agreements, as subsequently extended, each of which had a notional amount of $200,000,000, began in March 2000 and expired from March 2005 to June 2005. Our term loan borrowings bear interest based upon LIBOR plus a fixed margin. Our interest rate swap arrangements were designed to “lock-in” the LIBOR component at rates, from February 2001 to March 6, 2003, ranging from 5.13% to 6.07% (with an average of 5.46%) and after March 6, 2003, from 2.065% to 3.50% (with an average of 3.01%). The counterparties to these transactions are major financial institutions, which minimized the credit risk.

F-20

In June 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.”  SFAS No. 133, as amended by SFAS No. 138, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (that is gains and losses) depends on the intended use of the derivative and the resulting designation. We have designated all of the interest rate swap agreements as cash-flow hedges.

The Partnership Parks are also party to interest rate swap agreements with respect to an aggregate of $3,000,000 of indebtedness at December 31, 2005 and $9,933,000 of indebtedness at December 31, 2004.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash-flow hedges to forecasted transactions. We also assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income (loss), until operations are affected by the variability in cash flows of the designated hedged item. Changes in fair value of a derivative that is not designated as a hedge are recorded in operations on a current basis.

During 2005, 2004 and 2003, there were no gains or losses reclassified into operations as a result of the discontinuance of hedge accounting treatment for any of our derivatives.

By using derivative instruments to hedge exposures to changes in interest rates, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instruments are placed with counterparties that we believe are minimal credit risks.

Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices, or currency exchange rates. The market risk associated with interest rate swap agreements is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

We do not hold or issue derivative instruments for trading purposes. Changes in the fair value of derivatives that are designated as hedges are reported on the consolidated balance sheet in “Accumulated other comprehensive income (loss)” (AOCL). These amounts are reclassified to interest expense when the forecasted transaction takes place.

The critical terms, such as the index, settlement dates, and notional amounts, of the derivative instruments were substantially the same as the provisions of our hedged borrowings under the Credit Facility. As a result, no material ineffectiveness of the cash-flow hedges was recorded in the consolidated statements of operations.

As of December 31, 2005, approximately $6,000 of net deferred losses on derivative instruments accumulated in AOCL are expected to be reclassified to operations during the next 12 months. No transactions and events are expected to occur over the next twelve months that will necessitate reclassifying these derivatives’ losses to operations. The maximum term over which we are hedging exposures to the variability of cash flows for commodity price risk is 11 months.

F-21

(6)Long-Term Debt

At December 31, 2005 and 2004, long-term debt consists of:

	2005		2004
Long-term debt:
Credit Facility (a)	$ 745,175,000		651,725,000
9 1/2% Senior Notes due 2009 (b)	—		304,655,000
8 7/8% Senior Notes due 2010 (c)	300,300,000		300,300,000
9 3/4%Senior Notes due 2013 (d)	388,000,000		388,000,000
9 5/8%Senior Notes due 2014 (e)	503,650,000		308,650,000
4 1/2% Convertible Senior Notes due 2015 (f)	299,000,000		299,000,000
Other	7,649,000		21,999,000
Net discounts	(1,417,000	)	(1,746,000	)
	2,242,357,000		2,272,583,000
Less current and called portions	113,601,000		147,462,000
	$ 2,128,756,000		2,125,121,000

(a)On November 5, 1999, Six Flags Theme Parks Inc. (SFTP), a direct wholly owned subsidiary of Six Flags Operations Inc., our principal direct subsidiary, entered into the Credit Facility, which was amended and restated on July 8, 2002 and further amended on November 25, 2003, January 14, 2004, March 26, 2004, November 5, 2004, April 22, 2005 and December 23, 2005. The Credit Facility includes a $300,000,000 five-year revolving credit facility ($100,000,000 of which was outstanding at December 31, 2005  and none of which was outstanding at December 31, 2004), a $100,000,000 multicurrency reducing revolver facility (none of which was outstanding at December 31, 2005 or 2004) and a $655,000,000 six-year term loan ($645,175,000 of which was outstanding as of December 31, 2005 and $651,725,000 of which was outstanding as of December 31, 2004). Borrowings under the five-year revolving credit facility (US Revolver) must be repaid in full for thirty consecutive days during the five month period from June 1 through November 1 of each year. The interest rate on borrowings under the Credit Facility can be fixed for periods ranging from one to six months. At our option the interest rate is based upon specified levels in excess of the applicable base rate or LIBOR. At December 31, 2005, the weighted average interest rates for borrowings under the term loan and the US revolver were 6.67% and 6.62%, respectively. At December 31, 2004, the weighted average interest rate for borrowings under the term loan was 5.47%. The multicurrency facility permits optional prepayments and reborrowings and requires quarterly mandatory reductions in the initial commitment (together with repayments, to the extent that the outstanding borrowings thereunder would exceed the reduced commitment) of 2.5% of the committed amount thereof commencing on December 31, 2004, 5.0% commencing on March 31, 2006, 7.5% commencing on March 31, 2007 and 18.75% commencing on March 31, 2008. As a result, availability under this facility as of December 31, 2005 was $87.5 million. This facility and the U.S. Revolver terminate on June 30, 2008. The term loan facility requires quarterly repayments of 0.25% of the outstanding amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. The term loan matures on June 30, 2009, provided however, that the maturity of the term loan will be shortened to December 31, 2008, if prior to such date, our outstanding preferred stock is not redeemed or converted into common stock. A commitment fee of .50% of the unused credit of the facility is due quarterly in arrears. The principal borrower under the facility is SFTP, and borrowings under the Credit Facility are guaranteed

F-22

by Holdings, Six Flags Operations and all of Six Flags Operations’ domestic subsidiaries and are secured by substantially all of Six Flags Operations’ domestic assets and a pledge of Six Flags Operations capital stock. See Note 5 regarding interest rate hedging activities.

On November 25, 2003, we entered into an amendment to the Credit Facility pursuant to which we amended the covenants relating to the leverage ratio through 2005 and the fixed charge coverage ratio through June 30, 2007 in order to provide us with additional financial flexibility. In addition, pursuant to the amendment we are permitted to enter into fixed-to-floating rate debt swap agreements so long as our total floating rate debt does not exceed 50% of our total debt as of the swap date. In exchange for our lenders’ consent to the amendment, we agreed to an increase of 0.25% in the interest rates we are charged on our borrowings under the Credit Facility.

On January 14, 2004, we completed a $130,000,000 increase of the term loan portion of the Credit Facility and used all of the proceeds of the additional loan to redeem the remaining balance of our 9 3¤4% Senior Notes due 2007 then outstanding. In March 2004, we amended the term loan in order to permit the sales of the discontinued operations. In April 2004, we permanently repaid $75,000,000 of the term loan from a portion of the proceeds of the sale of the discontinued operations and recognized a gross loss of $1,216,000 for the write off of debt issuance costs.

On November 5, 2004, we entered into an additional amendment to the Credit Facility which further relaxed the leverage ratio through 2006 and the fixed charge coverage ratio through 2007. In exchange for our lenders’ consent to the amendment, we agreed to a further increase of 0.25% in certain circumstances in the interest rates we are charged on our borrowings under the Credit Agreement.

On April 22, 2005 we amended the Credit Facility to permit our Canadian subsidiary that owns our Montreal park to incur up to Can $35.0 million of secured debt to finance improvements at that park and to increase from $25.0 million to $40.0 million the letter of credit capacity under the Credit Facility.

On December 23, 2005 we entered into an amendment to the Credit Facility to permit the sale of the AstroWorld site. The proceeds may be used to repay our debt, debt of Six Flags Operations or SFTP or to make capital expenditures.

The Credit Facility contains restrictive covenants that, among other things, limit the ability of Six Flags Operations and its subsidiaries to dispose of assets; incur additional indebtedness or liens; repurchase stock; make investments; engage in mergers or consolidations; pay dividends (except that (i) dividends of up to $75,000,000 in the aggregate (of which $8,900,000 had been dividended prior to December 31, 2005) may be made from cash from operations in order to enable us to pay amounts in respect of any refinancing or repayment of Holdings’ senior notes and (ii) subject to covenant compliance, dividends will be permitted to allow Holdings to meet cash interest obligations with respect to its Senior Notes, cash dividend payments on our PIERS and our obligations to the limited partners in Six Flags Over Georgia and Six Flags Over Texas) and engage in certain transactions with subsidiaries and affiliates. In addition, the Credit Facility requires that Six Flags Operations comply with certain specified financial ratios and tests.

(b)On February 2, 2001, Holdings issued $375,000,000 principal amount of 9 ½% Senior Notes due 2009 (the 2009 Senior Notes). As of December 31, 2004, we had repurchased $70.3 million of the 2009 Senior Notes from a portion of the proceeds of the sale of the 2004 discontinued operations (see Note 2) and a portion of the proceeds of the November 2004 offering of our 4 ½% Convertible Senior Notes due 2015 (the Convertible Notes). See Note 6(f). A gross loss of $3,922,000 due to the repurchase of the 2009 Notes was recognized in 2004. We redeemed $123,500,000 aggregate principal amount of the 2009 Notes on February 1, 2005 with a portion of the net proceeds of the Convertible

F-23

Notes. We redeemed the balance of the 2009 Notes on February 7, 2005 with the proceeds of the January 2005 offering of $195,000,000 of additional 9 5¤8% Senior Notes due 2014 (see Note 6(e)). A gross loss of $19,303,000 due to the redemptions of the 2009 Notes was recognized in 2005.

(c)On February 11, 2002, Holdings issued $480,000,000 principal amount of 87¤8% Senior Notes due 2010 (the 2010 Senior Notes). As of December 31, 2004, we had repurchased $179.7 million of the 2010 Senior Notes from a portion of the proceeds of the sale of the 2004 discontinued operations (see Note 2) and a portion of the proceeds of the November 2004 offering of our Convertible Notes (see Note 6(f)). A gross loss of $4,599,000 due to the repurchase of the 2010 Notes was recognized in 2004. There were no repurchases in 2005. The 2010 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Senior Notes of Holdings. The 2010 Senior Notes require annual interest payments of approximately $26,652,000 (8 7/8% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2010. The 2010 Senior Notes are redeemable, at Holding’s option, in whole or in part, at any time on or after February 1, 2006, at varying redemption prices beginning at 104.438% and reducing annually until maturity. The indenture under which the 2010 Senior Notes were issued contains covenants substantially similar to those relating to the other Senior Notes of Holdings.

The indenture under which the 2010 Senior Notes were issued limits our ability to dispose of assets; incur additional indebtedness or liens; pay dividends; engage in mergers or consolidations; and engage in certain transactions with affiliates.

(d)On April 16, 2003, Holdings issued $430,000,000 principal amount of 9 ¾% Senior Notes due 2013 (the 2013 Senior Notes). As of December 31, 2004 we had repurchased $42,000,000 principal amount of the 2013 Senior Notes. A gross loss of $1,979,000 due to this repurchase was recognized in 2004. There were no repurchases in 2005. The 2013 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Holdings Senior Notes. The 2013 Senior Notes require annual interest payments of approximately $37,830,000 (9 3¤4% per annum) and, except in the event of a change in control of the Company and certain other circumstances, do not require any principal payments prior to their maturity in 2013. The 2013 Senior Notes are redeemable, at Holdings’ option, in whole or in part, at any time on or after April 15, 2008, at varying redemption prices beginning at 104.875% and reducing annually until maturity. The indenture under which the 2013 Senior Notes were issued contains covenants substantially similar to those relating to the other Holdings Senior Notes. All of the net proceeds of the 2013 Senior Notes were used to fund the tender offer and redemption of other senior notes. A gross loss of $27,592,000 due to the early purchase and redemption of such other senior notes, together with a related $10,484,000 tax benefit, was recognized in 2003.

(e)On December 5, 2003, Holdings issued $325,000,000 principal amount of the 95¤8% Senior Notes due 2014 (the 2014 Senior Notes). As of December 31, 2004, we had repurchased $16,350,000 principal amount of the 2014 Senior Notes. A gross loss of $837,000 due to this repurchase was recognized in 2004. In January 2005, we issued an additional $195,000,000 of 2014 Senior Notes, the proceeds of which were used to fund the redemption of $181,155,000 principal amount of 2009 Senior Notes (see 6(b)). The 2014 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Holdings Senior Notes. The 2014 Senior Notes, including the January additional amount, require annual interest payments of approximately $48,396,000 (95¤8% per annum) and, except in the event of a change in control of the Company and certain other circumstances, do not require any principal payments prior to their maturity in 2014. The 2014 Senior Notes are redeemable, at Holdings’ option, in whole or in part, at any time on or after June 1, 2009, at varying redemption prices beginning at 104.813% and reducing annually until maturity. The indenture

F-24

under which the 2014 Senior Notes were issued contains covenants substantially similar to those relating to the other Holdings Senior Notes. All of the net proceeds of the original issuance of 2014 Senior Notes, together with proceeds of term loan borrowings under the Credit Facility, were used to redeem in full other senior notes of holdings. A gross loss of $25,178,000 was recognized in 2004 on this redemption.

(f)On November 19, 2004, Holdings issued $299,000,000 principal amount of Convertible Notes. The Convertible Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Holdings Senior Notes. Except during specified non-convertibility periods, the Convertible Notes are convertible into our common stock at an initial conversion rate of 157.4803 shares of common stock for each $1,000 principal amount of Convertible Notes, subject to adjustment, representing an initial conversion price of $6.35 per share. Upon conversion of the notes, we have the option to deliver common stock, cash or a combination of cash and common stock. The Convertible Notes require annual interest payments of approximately $13,455,000 (41¤2% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2015. The Convertible Notes are redeemable, at Holdings’ option, in whole or in part, at any time after May 15, 2010 at varying redemption prices beginning at 102.143% and reducing annually until maturity. The net proceeds of the Convertible Notes were used to repurchase and redeem a portion of the 2009 Senior Notes (see Note 6(b)) and repurchase a portion of the 2010 Senior Notes (see Note 6 (c)).

Annual maturities of long-term debt during the five years subsequent to December 31, 2005, are as follows:

2006	$ 113,601,000
2007	7,148,000
2008	317,675,000
2009	314,400,000
2010	299,754,000
Thereafter	1,189,779,000
	$ 2,242,357,000

The Credit Facility restricts the ability of Six Flags Operations to distribute assets to Holdings, and the indentures relating to Holdings’ Senior Notes restrict the ability of Holdings to distribute assets to its shareholders. The Credit Facility restricts distributions by Six Flags Operations (i) up to $75,000,000 in the aggregate from cash from operations and (ii) to amounts required to pay interest on Holdings’ Senior Notes, dividends on Holdings’ outstanding preferred stock, required payments under the agreements relating to the Partnership Parks and certain tax and shared services arrangements. The amount available for distribution (other than permitted payments in respect to shared administrative and other corporate expenses and tax sharing payments) at December 31, 2005 by Holdings based upon the most restrictive applicable indenture limitation was $550,685,000.

F-25

(7)   Fair Value of Financial Instruments

The following table and accompanying information present the carrying amounts and estimated fair values of our financial instruments at December 31, 2005 and 2004. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.

	2005				2004
	Carrying Amount		Fair value		Carrying Amount		Fair Value
Financial assets (liabilities):
Restricted-use investment securities	—		—		134,508,000		134,508,000
Long-term debt (including current portion)	(2,242,357,000	)	(2,312,703,000	)	(2,272,583,000	)(1)	(2,340,012,000	)(1)
Interest rate swap agreements (included in other long-term liabilities)	(5,000	)	(5,000	)	(1,736,000	)	(1,736,000	)
PIERS	(283,371,000	)	(265,880,000	)	(282,245,000	)	(254,495,000	)

(1)Includes $123,068,000 of 2009 Senior Notes that had been called for redemption at December 31, 2004 and were redeemed in February 2005. Also includes $181,155,000 of 2009 Senior Notes called for redemption in January 2005 and redeemed in February 2005.

The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

·The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

·Restricted-use investment securities: The fair values of debt securities (both available-for-sale and held-to-maturity investments) are based on quoted market prices at the reporting date for those or similar investments.

·Long-term debt: The fair value of our long-term debt is estimated by discounting the future cash flows of each instrument at rates currently offered to us for similar debt instruments of comparable maturities by our investment bankers or based upon quoted market prices.

·Derivative financial instruments: The fair value of our derivative financial instruments is determined by the counterparty financial institution.

·PIERS: The fair value of our mandatorily redeemable preferred stock is based upon quoted market prices.

F-26

(8)   Income Taxes

Income tax expense (benefit) allocated to operations for 2005, 2004 and 2003 consists of the following:

	Current	Deferred		Total
2005:
U.S. federal	$                     —	—		—
Foreign	2,602,000	(76,000	)	2,526,000
State and local	951,000	228,000		1,179,000
	$       3,553,000	152,000		3,705,000
2004:
U.S. federal	$                     —	24,749,000		24,749,000
Foreign	2,520,000	984,000		3,504,000
State and local	1,223,000	2,527,000		3,750,000
	$       3,743,000	28,260,000		32,003,000
2003:
U.S. federal	$                     —	(26,491,000	)	(26,491,000	)
Foreign	1,840,000	746,000		2,586,000
State and local	1,291,000	(5,305,000	)	(4,014,000	)
	$       3,131,000	(31,050,000	)	(27,919,000	)

Recorded income tax expense (benefit) allocated to continuing operations differed from amounts computed by applying the U.S. federal income tax rate of 35% in 2005, 2004 and 2003 to loss before income taxes as follows:

	2005		2004		2003
Computed “expected” federal income tax benefit	$ (29,817,000	)	(49,617,000	)	(31,123,000	)
Nondeductible compensation	4,201,000		225,000		35,000
Other, net	(2,761,000	)	6,096,000	)	1,649,000
Effect of foreign income taxes	2,268,000		(172,000	)	433,000
Effect of state and local income taxes, net of federal tax benefit	(4,146,000	)	(5,761,000	)	1,087,000
Change in valuation allowance	33,960,000		81,232,000		—
	$   3,705,000		32,003,000		(27,919,000	)

F-27

Substantially all of our future taxable temporary differences (deferred tax liabilities) relate to the different financial accounting and tax depreciation methods and periods for property and equipment. Our net operating loss carryforwards, alternative minimum tax credits, accrued insurance expenses, and deferred compensation amounts represent future income tax deductions (deferred tax assets). The tax effects of these temporary differences as of December 31, 2005, 2004 and 2003 are presented below:

	2005		2004	2003
Deferred tax assets before valuation allowance	$	658,456,000	618,629,000	432,531,000
Less valuation allowance	196,783,000		153,384,000	1,196,000
Net deferred tax assets	461,673,000		465,245,000	431,335,000
Deferred tax liabilities	476,018,000		479,736,000	475,618,000
Net deferred tax liability	$	14,345,000	14,491,000	44,283,000

	2005		2004	2003
Deferred tax assets:
Net operating loss carryforwards	$	638,285,000	601,399,000	417,585,000
Alternative minimum tax credits	6,591,000		6,591,000	6,591,000
Accrued insurance and other	13,580,000		10,639,000	8,355,000
	658,456,000		618,629,000	432,531,000
Deferred tax liabilities:
Property and equipment	$	462,900,000	466,542,000	463,408,000
Intangible assets and other	13,118,000		13,194,000	12,210,000
	476,018,000		479,736,000	475,618,000

Our deferred tax liability results from the financial carrying amounts for property and equipment being substantially in excess of our tax basis in the corresponding assets. The majority of our property and equipment is depreciated over a 7 to 12 year period for tax reporting purposes and a longer 20-to-25 year period for financial purposes. The faster tax depreciation has resulted in tax losses which can be carried forward to future years to offset future taxable income.

As of December 31, 2005, we have approximately $1,686,678,000 of net operating loss carryforwards available for U.S. federal income tax purposes which expire through 2025. Additionally at December 31, 2005, we had approximately $6,591,000 of alternative minimum tax credits which have no expiration date and approximately $186,000,000 of capital loss carryforwards which expire in 2009. We have recorded a valuation allowance of $153,384,000 as of December 31, 2004 and $196,783,000 as of December 31, 2005, due to uncertainties related to our ability to utilize some of our deferred tax assets before they expire. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable.

(9)Preferred Stock, Common Stock and Other Stockholders’ Equity

(a)Preferred Stock

We have authorized 5,000,000 shares of preferred stock, $1.00 par value per share. All shares of preferred stock rank senior and prior in right to all of our now or hereafter issued common stock with respect to dividend payments and distribution of assets upon our liquidation or dissolution.

F-28

PIERS

In January 2001, we issued 11,500,000 PIERS, for proceeds of $277,834,000, net of the underwriting discount and offering expenses of $9,666,000. Each PIERS represents one one-hundredth of a share of our 7¼% mandatorily redeemable preferred stock (an aggregate of 115,000 shares of preferred stock). The PIERS accrue cumulative dividends (payable, at our option, in cash or shares of common stock) at 7¼% per annum (approximately $20,844,000 per annum). Holders can voluntarily convert the PIERS into shares of common stock at any time prior to August 15, 2009.

Prior to August 15, 2009, each of the PIERS is convertible at the option of the holder into 1.1990 common shares (equivalent to a conversion price of $20.85 per common share), subject to adjustment in certain circumstances (the Conversion Price). At any time on or after February 15, 2004 and at the then applicable conversion rate, we may cause the PIERS, in whole or in part, to be automatically converted if for 20 trading days within any period of 30 consecutive trading days, including the last day of such period, the closing price of our common stock exceeds 120% of the then prevailing Conversion Price. On August 15, 2009, the PIERS are mandatorily redeemable in cash equal to 100% of the liquidation preference (initially $25.00 per PIERS), plus any accrued and unpaid dividends.

(b)Share Rights Plan

On December 10, 1997, our board of directors authorized a share rights plan. The plan was subsequently amended on February 4, 1998, May 18, 2004 and amended and restated as of September 14, 2004. Under the plan, stockholders have one right for each share of common stock held. The rights become exercisable ten business days after (a) an announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of our voting shares outstanding, or (b) the commencement or announcement of a person’s or group’s intention to commence a tender or exchange offer that could result in a person or group owning 15% or more of the voting shares outstanding.

Each right entitles our holder (except a holder who is the acquiring person) to purchase 1/1000 of a share of a junior participating series of preferred stock designated to have economic and voting terms similar to those of one share of common stock for $250.00, subject to adjustment. In the event of certain merger or asset sale transactions with another party or transactions which would increase the equity ownership of a stockholder who then owned 15% or more of the voting shares of Six Flags, each right will entitle our holder to purchase securities of the merging or acquiring party with a value equal to twice the exercise price of the right.

The rights, which have no voting power, expire in 2008. The rights may be redeemed by us for $.01 per right until the rights become exercisable.

(c)Charter Amendment

On June 29, 2005, we amended our Certificate of Incorporation to increase the authorized shares of our Common Stock from 150,000,000 to 210,000,000.

F-29

(d)Other Comprehensive Income (Loss)

The accumulated balances for each classification of comprehensive income (loss) are as follows:

						Additional		Accumulated
	Foreign					minimum		other
	currency			Cash flow		liability on		comprehensive
	items			hedges		benefit plan		income (loss)
Balance, December 31, 2002	(24,133,000		)	(10,943,000	)	(16,197,000	)		(51,273,000	)
Net current period change	78,868,000			(4,193,000	)	2,928,000			77,603,000
Reclassification adjustments for losses reclassified into operations	¾			8,337,000		¾			8,337,000
Balance at December 31, 2003	54,735,000			(6,799,000	)	(13,269,000	)		34,667,000
Net current period change	(55,612,000		)	(2,942,000	)	(877,000	)		(59,431,000	)
Reclassification adjustments for losses reclassified into operations	¾			9,580,000		¾			9,580,000
Balance at December 31, 2004	(877,000		)	(161,000	)	(14,146,000	)		(15,184,000	)
Net current period change	5,306,000			(1,012,000	)	(7,282,000	)		(2,988,000	)
Reclassification adjustments for losses reclassified into operations	—			1,167,000		—			1,167,000
Balance, December 31, 2005	$	4,429,000		(6,000	)	(21,428,000	)		(17,005,000	)

The cash flow hedge and the additional minimum liability on benefit plan amounts presented above during 2003 are reflected net of tax, calculated at a rate of approximately 38%.

(10)Pension Benefits

As part of the acquisition of the former Six Flags, we assumed the obligations related to the SFTP Defined Benefit Plan (the Plan). The Plan covered substantially all of SFTP’s employees. During 1999 the Plan was amended to cover substantially all of our domestic full-time employees. During 2004, the Plan was further amended to cover certain seasonal workers, retroactive to January 1, 2003. The Plan permits normal retirement at age 65, with early retirement at ages 55 through 64 upon attainment of ten years of credited service. The early retirement benefit is reduced for benefits commencing before age 62. Plan benefits are calculated according to a benefit formula based on age, average compensation over the highest consecutive five-year period during the employee’s last ten years of employment and years of service. Plan assets are invested primarily in common stock and mutual funds. The Plan does not have significant liabilities other than benefit obligations. Under our funding policy, contributions to the Plan are determined using the projected unit credit cost method. This funding policy meets the requirements under the Employee Retirement Income Security Act of 1974.

F-30

In February 2006, we announced we were “freezing” our pension plan effective April 1, 2006, pursuant to which participants will no longer continue to earn future pension benefits. A curtailment loss may be required during the first quarter of 2006. However, such amount will not be able to be determined until March 31, 2006.

Benefit Obligations

Change in benefit obligation

	2005			2004
Benefit obligation, January 1	$	151,802,000		131,705,000
Service cost	6,104,000			5,381,000
Interest cost	9,216,000			8,317,000
Actuarial loss (gain)	13,565,000			6,665,000
Benefits paid	(3,084,000		)	(2,804,000	)
Plan amendments	—			2,538,000
Benefit obligation, December 31	$	177,603,000		151,802,000

The accumulated benefit obligation for the U.S. pension plans at the end of 2005 and 2004 was $153,527,000 and $132,043,000, respectively.

We use a measurement date of December 31 for our pension plan.

Weighted average assumptions used to determine benefit obligations, December 31

	2005		2004
Discount rate	5.750	%	5.875	%
Rate of compensation increase	4.000	%	3.750	%

	2005			2004
Change in Plan assets
Fair value of plan assets, January 1	$	101,956,000		92,222,000
Actual return on plan assets	7,423,000			9,389,000
Employer contribution	9,432,000			3,149,000
Benefits paid	(3,084,000		)	(2,804,000	)
Fair value of plan assets, December 31	$	115,727,000		101,956,000

Employer contributions and benefits paid in the above table include only those amounts contributed directly to, or paid directly from, plan assets.

F-31

The asset allocation for the Six Flags pension plan at the end of 2005 and 2004, and the target allocation for 2006, by asset category, follows. The fair value of plan assets for these plans is $115,727,000 and $101,956,000 at the end of 2005 and 2004, respectively. The expected long term rate of return on these plan assets was 8.50% in 2005 and 8.75% in 2004.

	Target Allocation for			Percentage of Plan Assets at Year End,
Asset category	2006			2005		2004
Equity securities		60.0	%	61.3	%	62.6	%
Fixed Income		38.5	%	37.9	%	37.2	%
Short Term Investments		1.5	%	0.8	%	0.2	%
Other		0.0	%	0.0	%	0.0	%
Total		100.0	%	100.0	%	100.0	%

Description of Investment Strategy

The Committee is responsible for managing the investment of Plan assets and ensuring that the Plan’s investment program is in compliance with all provisions of ERISA, other relevant legislation, related Plan documents and the Statement of Investment Policy. The Committee has retained several mutual funds, commingled funds and/or investment managers to manage Plan assets and implement the investment process. The investment managers, in implementing their investment processes, have the authority and responsibility to select appropriate investments in the asset classes specified by the terms of the applicable prospectus or other investment manager agreements with the Plan.

The primary financial objective of the Plan is to secure participant retirement benefits. As such, the key objective in the Plan’s financial management is to promote stability and, to the extent appropriate, growth in funded status. Other related and supporting financial objectives are also considered in conjunction with a comprehensive review of current and projected Plan financial requirements.

The assets of the fund are invested to achieve the greatest reward for the Plan consistent with a prudent level of risk. The asset return objective is to achieve, as a minimum over time, the passively managed return earned by market index funds, weighted in the proportions outlined by the asset class exposures in the Plan’s long-term target asset allocation.

Funded Status

The funded status of the Plan, reconciled to the amount in the consolidated balance sheets at December 31 follows:

	2005			2004
End of Year
Fair value of Plan assets	$	115,727,000		101,956,000
Benefit obligation	(177,603,000		)	(151,802,000	)
Funded status	(61,876,000		)	(49,846,000	)
Amounts not yet recognized:
Unrecognized net (gain) loss	53,637,000			42,037,000
Unrecognized prior service cost (benefit)	3,367,000			3,927,000
Net amount recognized	$	(4,872,000	)	(3,882,000	)

F-32

	2005			2004
End of Year
Prepaid benefit cost	$	—		¾
Accrued benefit cost	(4,872,000		)	(3,882,000	)
Additional minimum liability	(32,927,000		)	(26,205,000	)
Intangible asset	3,367,000			3,927,000
Accumulated other comprehensive income	29,560,000			22,278,000
Net amount recognized	$	(4,872,000	)	(3,882,000	)

At December 31, 2005 and 2004 the projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets and for pension plans with an accumulated benefit obligation in excess of plan assets were as follows:

	Projected Benefit Obligation Exceeds the Fair Value of Plan Assets			Accumulated Benefit Obligation Exceeds the Fair Value of Plan Assets
	2005		2004	2005	2004
End of Year
Projected benefit obligation	$	177,603,000	151,802,000	177,603,000	151,802,000
Accumulated benefit obligation	153,527,000		132,043,000	153,527,000	132,043,000
Fair value of Plan assets	115,727,000		101,956,000	115,727,000	101,956,000

Expected Cash Flows

Information about expected cash flows for the plan follows:

Employer Contributions for Fiscal Year 2006
2006 (expected) to plan trusts	$	6,477,000
Expected benefit payments:
2006	3,350,000
2007	4,048,000
2008	4,565,000
2009	5,105,000
2010	5,666,000
2011 – 2015	37,733,000
	$	60,467,000

F-33

Components of net periodic benefit cost

	Years ended December 31,
	2005			2004			2003
Service cost	$	6,105,000		$	5,381,000		$	4,729,000
Interest cost	9,216,000			8,318,000			7,689,000
Expected return on plan assets	(8,812,000		)	(8,071,000		)	(6,859,000		)
Amortization of prior service cost (benefit)	560,000			356,000			301,000
Amortization of net actuarial loss (gain)	3,354,000			2,625,000			3,260,000
Net periodic benefit cost	$	10,423,000		$	8,609,000		$	9,120,000

Weighted-average assumptions used to determine net cost

Discount rate	5.875	%	6.125	%	6.500	%
Rate of compensation increase	3.750	%	3.750	%	4.000	%
Expected return on plan assets	8.500	%	8.750	%	9.000	%

The return on assets assumption was developed based on consideration of historical market returns, current market conditions, and the Plan’s past experience. Estimates of future market returns by asset category are reflective of actual long-term historical returns.

Overall, it was projected that the Plan could achieve an 8.50% net return over time based on a consistent application of the existing asset allocation strategy and a continuation of the Plan’s policy of monitoring manager performance.

Additional Information

	Pension Benefits
	2005		2004
Change in minimum liability included in other comprehensive income	$	7,282,000	$	877,000

At December 31, 2005, the Plan’s accumulated benefit obligation exceeded the fair value of Plan assets resulting in the Plan being underfunded by $37,800,000. As such, we recognized the difference between our recorded prepaid benefit cost and the underfunded status of the Plan as a liability of $32,927,000. As of December 31, 2005, we have recorded in other comprehensive loss $29,560,000 as an additional minimum liability of the Plan. Additionally, we recognized an intangible asset of $3,367,000 which represents the previously unrecognized prior service cost of the Plan.

(11)401(k) Plan

We have a qualified, contributory 401(k) plan (the 401(k) Plan). All regular employees are eligible to participate in the 401(k) Plan if they have completed one full year of service and are at least 21 years old. During the three years ended December 31, 2005, we matched 100% of the first 2% and 25% of the next 6% of salary contributions made by employees. The accounts of all participating employees are fully vested upon completion of four years of service. We recognized approximately $2,386,000, $3,543,000 and $2,237,000 of related expense in the years ended December 31, 2005, 2004 and 2003, respectively.

F-34

(12)Commitments and Contingencies

Six Flags New Orleans sustained very extensive damage in Hurricane Katrina in late August 2005 and did not reopen during the 2005 season and will not open in 2006. We have determined that our carrying value of the assets destroyed is approximately $32.4 million. This amount does not include the property and equipment owned by the lessor, which is also covered by our insurance policies. The park is covered by up to approximately $180 million in property insurance, subject to a deductible in the case of named storms of approximately $5.5 million. The property insurance covers the full replacement value of the assets destroyed and includes business interruption coverage. Although the flood insurance provisions of the policies contain a $27.5 million sublimit, the separate “Named Storm” provision, which explicitly covers flood damage, is not similarly limited. Based on advice from our insurance advisors, we do not believe the flood sublimit to be applicable. We have initiated property insurance claims, including business interruption, with our insurers. Since we expect to recover therefrom an amount in excess of our net book value of the impaired assets, we have established an insurance receivable at December 31, 2005, in an amount equal to the prior carrying value of those assets, $32.4 million. We cannot estimate at this time when the park will be back in operation. We are contractually committed to rebuild the park, but only to the extent of insurance proceeds received, including proceeds from the damage to the lessor’s assets. We cannot be certain that our current estimates of the extent of the damage will be correct.

On April 1, 1998 we acquired all of the capital stock of Six Flags Entertainment Corporation for $976,000,000, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Six Flags acquisition, we also guaranteed in connection therewith certain contractual obligations relating to the partnerships that own two Six Flags parks, Six Flags Over Texas and Six Flags Over Georgia (the Partnership Parks). Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions of approximately $56,791,000 (as of 2006 and subject to annual cost of living adjustments thereafter) to the limited partners in the Partnership Parks and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of such park’s revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of the total limited partnership units outstanding as of the date of the agreements (the Partnership Agreements) that govern the partnerships (to the extent tendered by the unit holders). The agreed price for these purchases is based on a valuation for each respective Partnership Park equal to the greater of (i) a value derived by multiplying such park’s weighted-average four-year EBITDA (as defined in the Partnership Agreements) by a specified multiple (8.0 in the case of the Georgia park and 8.5 in the case of the Texas park) or (ii) $250,000,000 in the case of the Georgia park and $374,800,000 in the case of the Texas park. Our obligations with respect to Six Flags Over Georgia and Six Flags Over Texas will continue until 2027 and 2028, respectively.

As we purchase units relating to either Partnership Park, we are entitled to the minimum distribution and other distributions attributable to such units, unless we are then in default under the applicable agreements with our partners at such Partnership Park. On December 31, 2004, we owned approximately 25.3% and 37.5%, respectively, of the limited partnership units in the Georgia and Texas partnerships. The maximum unit purchase obligations for 2006 at both parks will aggregate approximately $246,600,000.

We lease under long-term leases the sites of Enchanted Village, Six Flags New Orleans, Six Flags Mexico, La Ronde and Six Flags Waterworld/Concord. We also lease Wyandot Lake and Waterworld/Sacramento under leases expiring after the 2006 season. We also lease portions of the site of Six Flags Kentucky Kingdom and a small parcel near Six Flags New England. In certain cases rent is based upon percentage of the revenues earned by the applicable park. During 2005, 2004, and 2003, we recognized approximately $8,241,000, $8,581,000 and $7,617,000, respectively, of rental expense under these rent agreements.

F-35

Total rental expense, including office space and park sites, was approximately $14,206,000, $14,299,000 and $12,971,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

Future minimum obligations under noncancellable operating leases, including site leases, at December 31, 2005, are summarized as follows (in thousands):

Year ending December 31,
2006	$	10,525
2007	9,772
2008	9,458
2009	9,220
2010	8,948
2011 and thereafter	225,235
	$	273,158

We are party to a license agreement (the U.S. License Agreement) pursuant to which we have the exclusive right on a long term basis to theme park use in the United States and Canada (excluding the Las Vegas, Nevada metropolitan area) of all animated, cartoon and comic book characters that Warner Bros. and DC Comics have the right to license for such use. The license fee is subject to periodic scheduled increases and is payable on a per-theme park basis. Based on current usage, the annual fee for 2005 was approximately $4,000,000.

In November 1999, we entered into license agreements (collectively the International License Agreement) pursuant to which we have the exclusive right on a long term basis to theme parks use in Europe, Central and South America of all animated, cartoon and comic book characters that Warner Bros., DC Comics and the Cartoon Network have the right to license for such use. Under the International License Agreement, the license fee is based on specified percentages of the gross revenues of the applicable parks. We have prepaid approximately $4,310,000 of international license fees.

We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100,000,000 per occurrence. For incidents arising after November 15, 2003, our self-insured retention is $2,500,000 per occurrence ($2,000,000 per occurrence for the twelve months ended November 15, 2003 and $1,000,000 per occurrence for the twelve months ended on November 15, 2002) for our domestic parks and a nominal amount per occurrence for our international parks. Our self-insured retention after November 15, 2003 is $750,000 for workers compensation claims ($500,000 for the period from November 15, 2001 to November 15, 2003). For most incidents prior to November 15, 2001, our policies did not provide for a self-insured retention. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured retention contingencies.

We are party to various other legal actions arising in the normal course of business. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations, or liquidity after consideration of recorded accruals.

F-36

On March 3, 2006, a jury verdict was rendered in the Ohio state court case styled Terri Wang, et al vs. Six Flags, Inc. et al. The jury awarded the plaintiffs approximately $1.1 million in compensatory damages and $2.5 million in punitive damages. Judgment has not been entered on the jury award. The case arose out of a head injury suffered by Ms. Wang when she was allegedly hit by a rock while riding a roller coaster at a park we then owned. The compensatory damage award is covered by insurance. Case law is unsettled with respect to coverage of the punitive damage award. We intend to vigorously contest both damage awards before the trail court and, if necessary, upon appeal as excessive, as unsupported by the evidence and inappropriate as a matter of law. Although the punitive damages award may not be directly covered by insurance, in the event the verdict stands, we believe that the law requires our insurance company to cover the entire verdict because of its wrongful refusal to settle within policy limits. We have commenced an action in Texas against our insurance company asserting this and other claims associated with the coverage issues.

We have guaranteed the payment of a $31.0 million construction term loan incurred by HWP Development LLC (a joint venture in which we own a 41% interest) for the purpose of financing the construction and development of a hotel and indoor water park project located adjacent to our Great Escape park near Lake George, New York, which opened in February 2006. At December 31, 2005, $25,706,000 was outstanding under the loan. One of our partners in the joint venture also guaranteed the loan. Our guarantee will be released upon full payment and discharge of the loan, which matures on December 17, 2009. As security for the guarantee, we have provided an $8.0 million letter of credit. We have entered into a management agreement to manage and operate the project.

Red Zone LLC has requested that we reimburse Red Zone for the expenses it incurred in connection with its consent solicitation. Our Board of Directors has authorized us to reimburse Red Zone for certain of its expenses, subject to the Audit Committee’s review of the expenses and its determination that the expenses were reasonable and subject further to approval of the reimbursement by our shareholders at our 2006 annual meeting. Red Zone has requested reimbursement for expenses that include financial advisory fees, legal fees, travel and other out of pocket expenses and compensation and signing bonuses paid by Red Zone to Mr. Shapiro and additional individuals who have become our employees. The Audit Committee has retained independent counsel to assist it in its review of the expenses. As of the date of this Annual Report, the Audit Committee has not completed its review.

(13)   Business Segments

We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision-making. The primary performance measure used to allocate resources is earnings before interest, tax expense, depreciation, and amortization (EBITDA). All of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe that the parks share common economic characteristics. As such, we have only one reportable segment - operation of theme parks. The following tables present segment financial information, a reconciliation of the primary segment performance measure to loss from continuing operations before income taxes. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.

F-37

	2005			2004		2003
	(In thousands)
Theme park revenues	$	1,089,682		998,590		1,007,276
Theme park cash expenses	(713,608		)	(671,684	)	(652,650	)
Aggregate park EBITDA	376,074			326,906		354,626
Minority interest in earnings—EBITDA	(44,674		)	(43,042	)	(41,702	)
Corporate expenses	(44,560		)	(30,312	)	(28,238	)
Non-cash compensation	(2,794		)	(643	)	(101	)
Other income (expense)	(45,255		)	(65,286	)	(28,642	)
Minority interest in earnings—depreciation and other expense	4,880			5,356		5,705
Depreciation and amortization	(145,373		)	(143,160	)	(137,272	)
Interest expense	(186,012		)	(195,674	)	(215,228	)
Interest income	2,523			4,093		1,928
Loss from continuing operations before income taxes	$	(85,191	)	(141,762	)	(88,924	)

One of our parks is located in Mexico and one is located in Canada. The following information reflects our long-lived assets and revenues by domestic and foreign categories for 2005, 2004 and 2003:

	Domestic		Foreign	Total
	(In thousands)
2005:
Long-lived assets	$	2,993,896	141,124	3,135,020
Revenues	1,009,255		80,427	1,089,682
2004:
Long-lived assets	$	3,018,933	135,486	3,154,419
Revenues	930,512		68,078	998,590
2003:
Long-lived assets	$	3,098,585	125,870	3,224,455
Revenues	944,704		62,572	1,007,276

Long-lived assets include property and equipment and intangible assets.

(14)Changes in Management and Strategy

Following a consent solicitation by Red Zone LLC, an entity controlled by Daniel M. Snyder, in December 2005 Mr. Snyder became Chairman of our Board of Directors and two other designees of Red Zone became directors, including Mark Shapiro, who was elected President and Chief Executive Officer at that time. Subsequently, six new directors were elected to our Board and five directors resigned, including two of the six new directors.

In 2006, our Board of Directors has approved substantial changes to senior management, including several park general managers, and new management has begun to effectuate a series of long-term operating initiatives including (i) expanding the family entertainment offering of the parks by adding additional shows, parades, fireworks and character events utilizing the Warner Bros. licensed property, (ii) enhancing the guest experience by improving the overall appearance and cleanliness of the parks, (iii) reviewing our asset base to determine whether any non-core assets, including underutilized land, should be sold, (iv) redesigning our 2006 advertising campaign to emphasize the 45th anniversary of Six Flags and increasing the use of direct marketing and (v) increasing sponsorship and promotional revenues as well as driving increased value from admissions and in-park revenues.

The management change resulted in severance and other expenses of approximately $9.0 million in 2005 and a $3.6 million write off of costs incurred in projects that new management has determined not to

F-38

pursue. These expenses are included in selling, general and administrative expenses in the accompanying 2005 Consolidated Statement of Operations.

We have entered into an amendment to the employment agreement of our Chief Financial Officer, pursuant to which, upon his termination of employment as of April 1, 2006, we will incur an additional $4.8 million of severence expense and issue to him options to purchase 75,000 shares and 25,000 shares of restricted stock. Including that severance expense, we expect approximately $8.1 million of severance and relocation expenses to be incurred in 2006.

In the first quarter of 2006, we granted options to purchase 2,100,000 shares of common stock to certain executives, options to purchase 660,000 shares of common stock to directors and 725,000 shares of restricted stock to certain executives. We currently estimate that these grants, coupled with prior grants, will result in stock-based compensation expense of approximately $8,178,000 in 2006.

New management has determined to (i) close the Oklahoma City corporate office, relocating certain employees to the New York City corporate office and the Dallas office, (ii) substantially expand the size and number of employees located in the New York City office, (iii) sell the two Oklahoma City parks and the Columbus, Ohio water park following the 2006 season. No costs associated with these 2006 decisions were accrued as of December 31, 2005. During 2006, we will reflect these operations as discontinued and incur and recognize the transition costs associated with the corporate and operating relocations.

(15)Quarterly Financial Information (Unaudited)

Following is a summary of the unaudited interim results of operations for the years ended December 31, 2005 and 2004:

	2005
	First quarter			Second quarter	Third quarter	Fourth quarter		Full year
Total revenue	$	49,760,000		369,130,000	558,969,000	111,823,000		1,089,682,000
Net income (loss) applicable to common stock	(184,212,000		)	5,609,000	190,195,000	(144,500,000	)	(132,908,000	)
Net income (loss) per weighted average common share outstanding:
Basic	(1.98		)	0.06	2.04	(1.55	)	(1.43	)
Diluted	(1.98		)	0.06	1.29	(1.55	)	(1.43	)

	2004
	First quarter			Second quarter		Third quarter	Fourth quarter		Full year
Total revenue	$	40,701,000		343,448,000		509,012,000	105,429,000		998,590,000
Net income (loss) applicable to common stock	(410,312,000		)	(12,318,000	)	50,874,000	(115,021,000)		(486,777,000	)
Net income (loss) per weighted average common share outstanding:
Basic	(4.41		)	(0.13	)	0.55	(1.24	)	(5.23	)
Diluted	(4.41		)	(0.13	)	0.53	(1.24	)	(5.23	)

We operate a seasonal business. In particular, our theme park operations contribute most of their annual revenue during the period from Memorial Day to Labor Day each year.

See note 2 with respect to our loss on sale of discontinued operations during 2005 and 2004, which were primarily recognized in the fourth quarter of 2005 and the first quarter of 2004.

F-39

EXHIBIT INDEX

(2)   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession:
(a)	Asset Purchase Agreement, dated as of April 8, 2004, between Registrant and Cedar Fair L.L.P.—incorporated by reference from Exhibit 2.1 to Registrant’s Form 10-Q for the quarter ended March 31, 2004.
(b)	Share Purchase Agreement, dated as of April 8, 2004, between Registrant, Premier International Holdings Inc., Walibi Holding LLC and Star Parks Belgium Holdco S.A.—incorporated by reference from Exhibit 2.2 to Registrant’s Form 10-Q for the quarter ended March 31, 2004.
(3)   Articles of Incorporation and By-Laws:
(a)	Certificate of Designation of Series A Junior Preferred Stock of Registrant—incorporated by reference from Exhibit 2(1.C) to Registrant’s Form 8-A dated January 21, 1998.
(b)	Restated Certificate of Incorporation of Registrant, dated March 25, 1998—incorporated by reference from Exhibit 3 to Registrant’s Current Report on Form 8-K, filed on March 26, 1998.
(c)	Certificate of Designation, Rights and Preferences for 7½% Mandatorily Convertible Preferred Stock of Registrant—incorporated by reference from Exhibit 4(s) to Registrant’s Registration Statement on Form S-3 (No. 333-45859) declared effective on March 26, 1998.
(d)	Certificate of Amendment of Certificate of Incorporation of Registrant, dated July 24, 1998—incorporated by reference from Exhibit 3(p) to Registrant’s Form 10-K for the year ended December 31, 1998.
(e)	Certificate of Amendment of Certificate of Incorporation of Registrant, dated June 30, 2000—incorporated by reference from Exhibit 3.1 to Registrant’s Form 10-Q for the quarter ended June 30, 2000.
(f)	Certificate of Designation, Rights and Preferences for 7¼% Convertible Preferred Stock of Registrant—incorporated by reference from Exhibit 5 to Registrant’s Current Report on Form 8-K, filed on January 23, 2001.
(g)	Certificate of Amendment of Restated Certificate of Incorporation of Six Flags, Inc. dated June 29, 2005—incorporated by reference from Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2005.
*(h)	Amended and Restated By-laws of Registrant.
Instruments Defining the Rights of Security Holders, Including Indentures:
(a)	Form of Common Stock Certificate—incorporated by reference from Exhibit 4(l) to Registrant’s Registration Statement on Form S-2 (Reg. No. 333-08281) declared effective on May 28, 1996.
(b)	Registration Rights Agreement, dated as of February 2, 2001, between Registrant, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., Allen & Company Incorporated, BNY Capital Markets, Inc., Credit Lyonnais Securities (USA) Inc. and Scotia Capital (USA) Inc. with respect to Registrant’s 9 1/2% Senior Notes due 2009—incorporated by reference from Exhibit 4.2 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-600060), filed on May 2, 2001.
(c)	Form of Deposit Agreement, dated as of January 23, 2001, among Registrant, The Bank of New York, as Depositary, and owners and holders of depositary receipts—incorporated by reference from Exhibit 12 to Registrant’s Form 8-A12B filed on January 23, 2001.

(d)	Form of Depository Receipt evidencing ownership of Registrant’s Preferred Income Equity Redeemable Securities—incorporated by reference from Exhibit 13 to Registrant’s Form 8-A12B filed on January 23, 2001.
(e)	Form of 7 1/4% Convertible Preferred Stock Certificate—incorporated by reference from Exhibit 14 to Registrant’s Form 8-A12B filed on January 23, 2001.
(f)	Indenture, dated as of February 11, 2002, between Registrant and The Bank of New York with respect to Registrant’s 8 7/8% Senior Notes due 2010—incorporated by reference from Exhibit 4(n) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.
(g)	Registration Rights Agreement, dated as of February 11, 2002 between Registrant and Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co., Incorporated, Salomon Smith Barney Inc., Allen & Company Incorporated, BNY Capital Markets, Inc.,
	Credit Lyonnais Securities (USA) Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc. with respect to Registrant’s 8-7/8% Senior Notes due 2010—incorporated by reference from Exhibit 4(o) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.
(h)	Indenture, dated as of April 16, 2003, between Registrant and The Bank of New York with respect to Registrant’s 9 3/4% Senior Notes due 2013—incorporated by reference from Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-105960) filed on June 9, 2003.
(i)	Registration Rights Agreement, dated as of April 16, 2003, between Registrant and Lehman Brothers Inc., Bear Stearns & Co. Inc., Citigroup Global Markets Inc., Allen & Company LLC, Banc of America Securities LLC, BNY Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc. with respect to Registrant’s 9 ¾% Senior Notes due 2013—incorporated by reference from Exhibit 4.2 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-105960) filed on June 9, 2003.
(j)	Indenture, dated as of December 5, 2003, between Registrant and The Bank of New York with respect to Registrant’s 9 5/8% Senior Notes due 2014—incorporated by reference from Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-112600) filed on February 6, 2004.
(k)	Registration Rights Agreement, dated as of December 5, 2003, between Registrant and Lehman Brothers Inc., Bear Stearns & Co. Inc., Citigroup Global Markets Inc., Allen & Company LLC, Banc of America Securities LLC, BNY Capital Markets, Inc., and Credit Lyonnais Securities (USA) Inc. with respect to Registrant’s 9 5/8% Senior Notes due 2014—incorporated by reference from Exhibit 4.2 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-112600) filed on February 6, 2004.
(l)	Indenture, dated as of June 30, 1999, between Registrant and The Bank of New York with respect to Debt Securities—incorporated by reference from Exhibit 4.1 to Registrant’s Current Report on Form 8-K, dated July 2, 1999.
(m)	Second Supplemental Indenture, dated as of November 19, 2004, between Registrant and The Bank of New York with respect to Registrant’s 4.50% Convertible Senior Notes due 2015—incorporated by reference from Exhibit 4.1 to Registrant’s Current Report on Form 8-K, filed on November 22, 2004.
(n)	Second Amended and Restated Rights Agreement, dated as of September 14, 2004, by and between Registrant and The Bank of New York—incorporated by reference from Exhibit 4.1 to Registrant’s Current Report on Form 8-K, filed on September 15, 2004.

(o)	Registration Rights Agreement, dated as of January 18, 2005, between Registrant, Lehman Brothers Inc., Bear, Stearns & Co. Inc., Allen & Company LLC, Banc of America Securities LLC, BNY Capital Markets, Inc. and Calyon Securities (USA) Inc.—incorporated by reference from Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-122527), filed on February 4, 2005.
(10) Material Contracts:
(a)	Agreement of Limited Partnership of 229 East 79th Street Associates LP dated July 24, 1987, together with amendments thereto dated, respectively, August 31, 1987, October 21, 1987, and December 21, 1987—incorporated by reference from Exhibit 10(i) to Form 10-K of Registrant for year ended December 31, 1987.
(b)	Agreement of Limited Partnership of Frontier City Partners Limited Partnership, dated October 18, 1989, between Frontier City Properties, Inc. as general partner, and the Registrant and Frontier City Properties, Inc. as limited partners—incorporated by reference from Exhibit 10(g) to the Registrant’s Current Report on Form 8-K dated October 18, 1989.
(c)	Lease Agreement dated December 22, 1995 between Darien Lake Theme Park and Camping Resort, Inc. and The Metropolitan Entertainment Co., Inc.—incorporated by reference from Exhibit 10(o) to Registrant’s Form 10-K for the year ended December 31, 1995.
(d)	Registrant’s 1996 Stock Option and Incentive Plan—incorporated by reference from Exhibit 10(z) to Registrant’s Form 10-K for the year ended December 31, 1997.
(e)	1997 Management Agreement Relating to Marine World, by and between the Marine World Joint Powers Authority and Park Management Corp, dated as of the 1st day of February, 1997—incorporated by reference from Exhibit 10(aa) to Registrant’s Form 10-K for the year ended December 31, 1997.
(f)	Purchase Option Agreement among City of Vallejo, Marine World Joint Powers Authority and Redevelopment Agency of the City of Vallejo, and Park Management Corp., dated as of August 29, 1997—incorporated by reference from Exhibit 10(ab) to Registrant’s Form 10-K for the year ended December 31, 1997.
(g)	Letter Agreement, dated November 7, 1997, amending 1997 Management Agreement Relating to Marine World, by and between the Marine World Joint Powers Authority and Park Management Corp., dated as of the 1st day of February, 1997—incorporated by reference from Exhibit 10(ac) to Registrant’s Form 10-K for the year ended December 31, 1997.
(h)	Reciprocal Easement Agreement between Marine World Joint Powers Authority and Park Management Corp., dated as of November 7, 1997—incorporated by reference from Exhibit 10(ad) to Registrant’s Form 10-K for the year ended December 31, 1997.
(i)	Parcel Lease between Marine World Joint Powers Authority and Park Management Corp., dated as of November 7, 1997—incorporated by reference from Exhibit 10(ae) to Registrant’s Form 10-K for the year ended December 31, 1997.
(j)	Stock Purchase Agreement dated as of December 15, 1997, between the Registrant and Centrag S.A., Karaba N.V. and Westkoi N.V.—incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 15, 1997.
(k)	Agreement and Plan of Merger dated as of February 9, 1998, by and among the Registrant, Six Flags Entertainment Corporation and others—incorporated by reference from Exhibit 10(a) to Registrant’s Current Report on Form 8-K dated February 9, 1998.

(l)	Agreement and Plan of Merger dated as of February 9, 1998, by and among Premier Parks Inc., Premier Parks Holdings Corporation and Premier Parks Merger Corporation—incorporated by reference from Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated March 25, 1998.
(m)	Registrant’s 1998 Stock Option and Incentive Plan—incorporated by reference from Exhibit 10(ap) to Registrant’s Form 10-K for the year ended December 31, 1998.
(n)	Subordinated Indemnity Agreement dated February 9, 1998 among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation and the subsidiaries of Six Flags Entertainment Corporation named therein—incorporated by reference from Exhibit 2(b) to Registrant’s Registration Statement on Form S-3 (No. 333-45859) declared effective on March 26, 1998.
(o)	Sale and Purchase Agreement dated as of October      , 1998 by and between Registrant and Fiesta Texas Theme Park, Ltd.—incorporated by reference from Exhibit 10(at) to Registrant’s Form 10-K for the year ended December 31, 1998.
(p)	Overall Agreement dated as of February 15, 1997 among Six Flags Fund, Ltd. (L.P.), Salkin II Inc., SFOG II Employee, Inc., SFOG Acquisition A, Inc., SFOG Acquisition B, Inc., Six Flags Over Georgia, Inc., Six Flags Series of Georgia, Inc., Six Flags Theme Parks Inc. and Six Flags Entertainment Corporation—incorporated by reference from Exhibit 10(au) to Registrant’s Form 10-K for the year ended December 31, 1998.
(q)	Overall Agreement dated as of November 24, 1997 among Six Flags Over Texas Fund, Ltd., Flags’ Directors LLC, FD-II, LLC, Texas Flags Ltd., SFOT Employee, Inc., SFOT Parks Inc. and Six Flags Entertainment Corporation—incorporated by reference from Exhibit 10(av) to Registrant’s Form 10-K for the year ended December 31, 1998.
(r)	Stock Purchase Agreement dated as of December 6, 2000 among Registrant, EPI Realty Holdings, Inc., Enchanted Parks, Inc., and Jeffrey Stock—incorporated by reference from Exhibit 10(bb) to Registrant’s Form 10-K for the year ended December 31, 2000.
(s)	Asset Purchase Agreement dated as of January 8, 2001 between Registrant and Sea World, Inc.—incorporated by reference from Exhibit 10(cc) to Registrant’s Form 10-K for the year ended December 31, 2000.
(t)	Emphyteutic Lease dated May 2, 2001 between Ville de Montreal and Parc Six Flags Montreal, S.E.C.—incorporated by reference from Exhibit 10(gg) to Registrant’s Form 10-K for the year ended December 31, 2001.
(u)	Amended and Restated Credit Agreement, dated July 8, 2002 among Registrant, certain subsidiaries named therein, the lenders from time to time party thereto—incorporated by reference from Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended June 30, 2002.
(v)	Lease Agreement dated August 23, 2002, between Industrial Development Board of the City of New Orleans, Louisiana and SFJ Management Inc.—incorporated by reference from Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended September 30, 2002.
(w)	Registrant’s 2001 Stock Option and Incentive Plan—incorporated by reference from Exhibit 4(dd) to Registrant’s Form 10-K for the year ended December 31, 2002.
(x)	Registrant’s Stock Option Plan for Directors—incorporated by reference from Exhibit 4(ee) to Registrant’s Form 10-K for the year ended December 31, 2002.

(y)	First Amendment, dated as of November 25, 2003, to the Amended and Restated Credit Agreement, dated July 8, 2002, among Registrant, certain subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper, Inc., as Administrative Agent—incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on December 2, 2003.
(z)	Optional Increase Amendment, dated as of January 14, 2004, to the Amended and Restated Credit Agreement, dated July 8, 2002, among Registrant, certain subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper, Inc., as Administrative Agent—incorporated by reference from Exhibit 10.1 to Registrant’s Registration Statement on Form S-4 (Reg. No. 333-112600) filed on February 6, 2004.
(aa)	Amendment No. 1 Subordinated Indemnity Agreement dated November 5, 1999, among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation, and the subsidiaries of Six Flags Entertainment Corporation named therein—incorporated by reference from Exhibit 10 (bb) to Registrant’s Form 10-K for the year ended December 31, 2003.
(bb)	Amendment No. 2 Subordinated Indemnity Agreement, dated June 12, 2004, among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation, and the subsidiaries of Six Flags Entertainment Corporation named therein—incorporated by reference from Exhibit 10 (cc) to Registrant’s Form 10-K for the year ended December 31, 2003.
(cc)	Employment Agreement, dated as of December 31, 2003, between Registrant and Kieran E. Burke—incorporated by reference from Exhibit 10 (dd) to Registrant’s Form 10-K for the year ended December 31, 2003.
(dd)	Employment Agreement, dated as of December 31, 2003, between Registrant and James F. Dannhauser—incorporated by reference from Exhibit 10 (ee) to Registrant’s Form 10-K for the year ended December 31, 2003
(ee)	Third Amendment, dated as of March 26, 2004, to the Amended and Restated Credit Agreement, dated as of July 8, 2002, among the Registrant, certain of its subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper Inc., as administrative agent—incorporated by reference from Exhibit 10.2 to Registrant’s Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-112600), filed on June 1, 2004.
(ff)	Form of Indemnity Agreement—incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on September 15, 2004.
(gg)	Fourth Amendment, dated as of November 4, 2004, to the Amended and Restated Credit Agreement, dated as of July 8, 2002, among the Registrant, certain of its subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper Inc., as administrative agent—incorporated by reference from Exhibit 99.2 to Registrant’s Current Report on Form 8-K, filed on November 15, 2004.
(hh)	Fifth Amendment, dated as of April 22, 2005, to the Amended and Restated Credit Agreement, dated as of July 8, 2002, among the Registrant, certain of its subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper Inc., as administrative agent—incorporated by reference from Exhibit 10.1 to Registrant’s Form 10-Q for the quarter ended March 31, 2005.

(ii)	2004 Stock Option and Incentive Plan—incorporated by reference from Exhibit 10.1 to Registrant’s Registration Statement on Form S-8 (Reg. No. 333-131831), filed on February 14, 2006.
(jj)	Form of Employee Severance Agreement—incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on July 22, 2005.
*(kk)	Sixth Amendment, dated as of December 23, 2005, to the Amended and Restated Credit Agreement, dated as of July 8, 2002, among the Registrant, certain of its subsidiaries named therein, the lenders from time to time party thereto and Lehman Commercial Paper, Inc., as administrative agent.
(ll)	Termination Agreement between Six Flags, Inc. and Kieran E. Burke, dated December 23, 2005—incorporated by reference from Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed on December 30, 2005.
(mm)	Amendment to Employment Agreement, between Six Flags, Inc., Six Flags Operations Inc. and James F. Dannhauser, dated December 23, 2005—incorporated by reference from Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed on December 30, 2005.
*(nn)	Employment Agreement between Six Flags, Inc. and Jeffrey Speed, dated January 17, 2006.
*(oo)	Employment Agreement between Six Flags, Inc. and Louis Koskovolis, dated January 17, 2006.
*(pp)	Employment Agreement between Six Flags, Inc. and Mark Quenzel, dated January 17, 2006.
*(qq)	Employment Agreement between Six Flags, Inc. and Michael Antinoro, dated January 17, 2006.
*(rr)	Employment Agreement between Six Flags, Inc. and Andrew Schleimer, dated January 23, 2006.
*(12)	Computation of Ratio of Earnings to Fixed Charges.
*(21)	Subsidiaries of the Registrant.
*(23.1)	Consent of KPMG LLP.
*(31.1)	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*(31.2)	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*(32.1)	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*(32.2)	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith.

EX-3.(H)

Exhibit 3(h)

AMENDED AND RESTATED BY-LAWS

OF

SIX FLAGS, INC.

(as of January 18, 2006)

ARTICLE I:  OFFICES

Section 1.1.  The principal offices of Six Flags, Inc., a Delaware corporation (the “Company”), shall be located at 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131 and 122 East 42nd Street, New York, New York 10168.

Section 1.2.  The Company may also have offices at such other places as the Board of Directors from time to time appoint or the business of the Company may require.

ARTICLE II:  CORPORATE SEAL

Section 2.1.  The seal of the Company shall have inscribed thereon the name of the Company.

ARTICLE III:  STOCKHOLDERS’ MEETING

Section 3.1.  The annual stockholders’ meeting shall be held, unless otherwise determined by the Board of Directors, in the office of the Company.

Section 3.2.  The annual meeting of the stockholders shall be held on or before six (6) months after the end of each full fiscal year (as established by the Board of Directors), when they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. The Chairman, or such other person as may be designated by these by-laws or by the Board of Directors, shall serve as chairman of the annual meeting of stockholders.

Section 3.3.  The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law, or by these bylaws. Any meeting of stockholders, whether or not a quorum is present, may be adjourned from day to day or from time to time by the chairman of the meeting or by the vote of a majority of the stockholders present at the meeting or represented

by proxy. It shall not be necessary to give any notice of the time and place of any adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken, except that when a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. At such adjourned meetings, any business may be transacted which might have been transacted at the meeting as originally notified. Once a share is represented for any purpose at a meeting, it shall be present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting consistent with the new record date.

Section 3.4.  At each meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than six (6) months prior to said meeting. Each stockholder shall have one (1) vote for each share of stock having voting power, registered in his name on the books of the Company, except that no share shall be voted on at any election for Directors which has been transferred on the books of the Company within twenty (20) days next preceding such election. Unless demanded by a majority of the number of shares present in person or by proxy, no vote need be by ballot, and voting need not be conducted by inspectors. All elections shall be had and all questions decided by a majority vote, except as otherwise provided by law, or by these by-laws.

Section 3.5.  Written notice of the annual meeting shall be mailed to each stockholder entitled to vote thereat at such address as appears on the stock book of the Company, at least ten (10) days but not more than sixty (60) days prior to the meeting.

Section 3.6.  A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with residence of each and number of voting shares held by each, shall be prepared by the Secretary and filed in the office of the Company at least ten (10) days prior to the day of the annual meeting and on the day of the annual meeting where the election is to be held, and shall at all times during the usual hours of business, at the office of the Company and on such days, be open for examination by any stockholder for any purpose germane to the meeting. The Secretary shall likewise prepare and file in the office of the Company a list of the stockholders entitled to vote at least ten (10) days

2

prior to any special meeting of stockholders, and such list shall be open for examination by any stockholder for any purpose germane to the meeting during the usual hours of business, at the office of the Company on such days. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the Company, or to vote in person or by proxy at any meeting of the stockholders.

Section 3.7.  Special meetings of the stockholders may be held at such places as the Chairman or President, or the Secretary, from time to time or at any time, may designate. The Chairman, or such other person as may be designated by these by-laws or by the Board of Directors, shall serve as chairman of any special meeting of stockholders.

Section 3.8.  Special meetings of the stockholders, for any purpose, or purposes, unless otherwise provided by law, may be called by the Chairman or President, and shall be called by the Chairman or President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning not less than twenty percent (20%) in amount of the entire number of shares of the Company issued and outstanding, and entitled to vote. Any such request shall state the purpose or purposes of the proposed meeting.

Section 3.9.  Business transacted at all special meetings shall be confined to the objects stated in the call, provided that any other business may be transacted upon written waiver and to authorize or take such action as required by the General Corporation Law of Delaware.

Section 3.10.  Written notice of all special meetings of the stockholders, stating the time, place and objects thereof, shall be mailed, postage prepaid, at least ten (10) days before such meeting, to each stockholder entitled to vote thereat at such address as appears on the books of the Company, provided that such notice may be waived in writing, signed by the requisite number of stockholders as provided by the General Corporation Law of Delaware.

Section 3.11.

(A)          The provisions of this Section 3.11(A) shall apply to nominations of persons for election to the Board of Directors of the Company and to the proposal of business to be considered by the stockholders at an annual meeting of the stockholders.

3

(1)           Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Company’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Company who was a stockholder of record of the Company at the time the notice provided for in this Section 3.11 is delivered to the Secretary of the Company, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 3.11.

(2)           For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 3.11, the stockholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90^th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Company). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in

4

the event that such business includes a proposal to amend the By-laws of the Company, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements of this Section 3.11 shall be deemed satisfied by a stockholder if the stockholder has notified the Company of his or her intention to present a proposal or nomination at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Company.

(3)           Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 3.11 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company at an annual meeting is increased and there is no public announcement by the Company naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 3.11 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Company not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the Company.

5

(B)           The provisions of this Section 3.11(B) shall apply to nominations of persons for election to the Board of Directors of the Company and to the proposal of business to be considered by the stockholders at a special meeting of the stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (1) by or at the direction of the Board of Directors or (2) provided that the Board of Directors has determined that a stockholder has complied with this Section 3.11, by any stockholder of the Company who is a stockholder of record at the time the notice provided for in this Section 3.11 is delivered to the Secretary of the Company, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 3.11. In the event the Company calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 3.11 shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the close of business on the one hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)           The provisions of this Section 3.11(C) shall apply to nominations of persons for election to the Board of Directors of the Company and to the proposal of business to be considered by the stockholders, whether at an annual meeting or a special meeting of the stockholders.

(1)           Only such persons who are nominated in accordance with the procedures set forth in this Section 3.11 shall be eligible to be elected at an annual or special meeting of stockholders of the Company to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 3.11. Except as otherwise provided by law, the chairman of the meeting

6

shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 3.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 3.11) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 3.11, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 3.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Company to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of this Section 3.11, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2)           For purposes of this Section 3.11, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)           Notwithstanding the foregoing provisions of this Section 3.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 3.11. Nothing in this Section 3.11 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the Company’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

7

Section 3.12.  In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (other than action by consent in writing without a meeting), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date:  (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, be not more than sixty (60) nor less than ten (10) days before the date of such meeting; and (ii) in the case of any other action (other than action by consent in writing without a meeting), shall be not more than sixty (60) days prior to such other action. If no record date is fixed:  (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose (other than action by consent in writing without a meeting) shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned or postponed meeting.

Section 3.13.  The provisions of this Section 3.13 shall govern any action taken by the stockholders by consent in writing without a meeting.

(A)  In order that the Company may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request that the Board of Directors fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of

8

this Section 3.13(A). If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 3.13(A) or otherwise within ten (10) days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 3.13(A), the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(B)   In the event of the delivery, in the manner provided by this Section 3.13 and applicable law, to the Company of written consent or consents to take corporate action and/or any related revocation or revocations, the Company shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Company in accordance with this Section 3.13 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the Company kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 3.13(B) shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(C)   Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the

9

earliest dated written consent received in accordance with this Section 3.13, a valid written consent or valid written consents signed by a sufficient number of stockholders to take such action are delivered to the Company in the manner prescribed in this Section 3.13 and applicable law, and not revoked.

ARTICLE IV:  DIRECTORS

Section 4.1.  The property and business of the Company shall be managed by its Board of Directors, consisting of ten (10) directors or such other number of directors as may be fixed from time to time by resolution of the entire Board. They shall be elected at the annual meetings or special meetings of the stockholders, and each Director shall be elected to serve until his successor shall be elected and shall qualify.

Section 4.2.  The Directors (who shall be at least 21 years of age) may hold their meetings and have one or more offices, and keep the books of the Company at the office of the Company. Directors need not be shareholders.

Section 4.3.  In addition to the powers and authorities by these by-laws expressly conferred upon them, the Board may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by these by-laws directed or required to be exercised or done by the holders of the issued and outstanding shares entitled to vote.

Section 4.4.  If the office of any Director shall become vacant by reason of death, resignation, disqualification, removal or otherwise, such vacancy may be filled only by the stockholders at any regular or special meeting of the stockholders (or by written consent in lieu thereof by stockholders having the minimum number of votes that would be necessary to authorize such action at a meeting), and not by the Directors, and the successor or successors shall hold office for the unexpired term. In the event of any increase in the number of Directors, pursuant to Section 1 of this Article IV, the vacancy or vacancies so resulting shall be filled by a majority vote of the Directors then in office or by written designation of all Directors then in office except for the Director to be removed. Directors elected to fill vacancies hereunder shall hold office until the next annual or special meeting of the stockholders.

Section 4.5.  Any Director may be removed from office with or without cause by the holders of a majority of the shares then entitled to vote at an election of Directors, except as provided by the General Corporation Law of Delaware.

10

ARTICLE V:  EXECUTIVE COMMITTEE

Section 5.1.  There may be an executive committee of three (3) Directors designated by resolution passed by a majority of the whole Board. Said committee may meet at stated time, or on notice to all or any one of their own number. During the intervals between meetings of the Board, such committee shall advise with and aid the officers of the Company in all matters concerning its interests and the management of its business, and generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time to time. The Board may delegate to such committee authority while the Board is not in session to exercise all of the powers of the Board, excepting power to: amend the by-laws; declare dividends or distributions; adopt an agreement of merger or consolidation; amend the Certificate of Incorporation; recommend to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets; recommend to the stockholders a dissolution or a revocation of a dissolution of the Company; authorize the issuance of stock; or adopt a certificate of ownership and merger. Vacancies in the membership of the committee may be filled by the Board of Directors at any regular or special meeting of the Board.

Section 5.2.  The executive committee shall keep regular minutes of its proceedings and report the same to the Board.

ARTICLE VI:  COMPENSATION OF DIRECTORS AND MEMBERSOF THE EXECUTIVE COMMITTEE

Section 6.1.  For his services as director of the Company, each director, other than officers and employees of the Company, may receive such compensation per annum as shall be determined from time to time by the Board, plus an amount for each regular or special meeting of the Board. Chairmen of the Board’s committees and the Lead Independent Director may receive an additional fee. Directors who would otherwise not be present in the city where the meetings of the Board, or committee of the Board, are held may be allowed such reasonable traveling expenses as are incurred by them in connection with attending any such meeting.

Section 6.2.  Members of the executive committee may be allowed like compensation for attending committee meetings; provided that nothing herein contained shall be construed to preclude any member thereof from serving the Company in any other capacity and receiving compensation therefor.

11

ARTICLE VII:  MEETINGS OF THE BOARD OF DIRECTORS

Section 7.1.  The annual meeting of the Directors shall be held on the same day and immediately after the adjournment of the stockholders’ annual meeting. Regular meetings, if any, shall be held at such other times as shall be fixed by the Directors. No notice shall be required of an annual or a regular meeting.

Section 7.2.  Special meetings of the Board may be called by the Chairman or President on three days’ notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the Chairman or President or Secretary in like manner and on like notice on the written request of two Directors; provided that notice of any special meeting of the Directors may be waived in writing signed by all of the Directors.

Section 7.3.  At all meetings of the Board a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board, except as may be otherwise specifically provided by law, the Certificate of Incorporation or by these by-laws.

ARTICLE VIII:  OFFICERS

Section 8.1.  The officers of the Company shall be chosen by the Directors, and shall be a president, vice president, secretary, chief financial officer or treasurer and as many vice presidents, assistant secretaries and assistant treasurers as the Directors shall from time to time deem advisable. Any two or more offices, except those of president and secretary, or president and vice president may, at the same time, be held by the same person. The Directors may also designate from among their number a Chairman of the Board.

Section 8.2.  The Board of Directors, after each annual meeting of stockholders, shall choose a president from their own number, at least one vice president, and a secretary and a treasurer who need not be members of the Board.

Section 8.3.  The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time the Board.

Section 8.4.  The salaries of all officers of the Company shall be fixed by the Board of Directors.

12

Section 8.5.  The officers of the Company shall hold office until their successors are chosen and qualified in their stead.

Section 8.6.  Any officer elected or appointed by the Board of Directors may be removed from office, with or without cause, at any time by the affirmative vote of a majority of the Directors present at any meeting of the Board at which a quorum is present.

ARTICLE IX:  CHAIRMAN OF THE BOARD

Section 9.1.  The Chairman of the Board of Directors shall be a non-executive position appointed by the Board of Directors and shall preside at all meetings of the Directors and Stockholders of the Company.

ARTICLE X:  THE PRESIDENT

Section 10.1.  The President shall be the chief operating officer of the Company. In the absence of a duly appointed Chairman at meetings of the Board of Directors and Shareholders of the Company, he shall act in the Chairman’s stead at such meetings and shall perform such other duties as the Board shall prescribe.

ARTICLE XI:  CHIEF FINANCIAL OFFICER, VICE PRESIDENTS

Section 11.1.  The Chief Financial Officer shall, in the absence or disability of the President, perform the duties and exercise the power of the President, and shall perform such other duties as the Board of Directors, the Chairman or the President may prescribe.

Section 11.2.  Any of the vice presidents who may be available shall perform such other duties as the Board of Directors, the Chairman or the President shall prescribe.

ARTICLE XII:  THE TREASURER

Section 12.1.  The treasurer shall have the custody of the funds and securities of the Company and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all monies and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board of Directors.

Section 12.2.  He shall disburse the funds of the Company as may be ordered by the Chairman, the President or the Board taking proper vouchers for such disbursements, and shall render to the President and Directors, at the annual

13

meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Company.

Section 12.3.  He shall give the Company a bond, if required by the Board of Directors, in a sum, and with one or more securities satisfactory to the Board for the faithful performance of the duties of his office, and for the restoration to the Company, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Company.

ARTICLE XIII:  THE SECRETARY

Section 13.1.  The secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the executive committee when required. He shall give or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, all subject to the supervision of the President.

ARTICLE XIV:  VACANCIES AND DELEGATION OF DUTIES OF OFFICERS

Section 14.1.  If the office of any officer or agent, one or more, becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise the Directors by a majority vote of the Directors present any meeting at which there is present a quorum, may choose or appoint a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred, unless otherwise prescribed by the Board.

Section 14.2.  In case of the absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them of such officer to any other officer or to any Director, provided a majority of the entire Board concur therein.

ARTICLE XV:  SHARES

Section 15.1.  Every stockholder shall be entitled to a certificate signed by the president or a vice president and the secretary or an assistant secretary, certifying the number of shares represented by such certificate, which certificate shall state on the reverse thereof the rights, duties, limitations and privileges of stockholders. When such certificate is signed by a Transfer Agent or by a

14

Registrar, the signature of any such president, vice president, secretary or assistant secretary may be facsimile. All certificates for shares shall be consecutively numbered or otherwise identified.

ARTICLE XVI:  TRANSFER AGENT AND REGISTRAR

Section 16.1.  The Directors may appoint one (1) or more Transfer Agents and one (1) or more Registrars of transfers and may require all certificates of Shares to bear the signature of a Transfer Agent and a Registrar, or as the Directors may otherwise direct. Transfers of stock shall be made on the books of the Company only by the person named in the certificate or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor and a full and complete compliance with all of the terms and conditions set forth on such certificates.

Section 16.2.  The Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates for shares of the Company.

ARTICLE XVII:  CLOSING OF TRANSFER BOOKS

Section 17.1.  The Board of Directors may close the transfer books, in their discretion, for a period not exceeding twenty (20) days preceding any meeting, annual or special, of the stockholders, or the day appointed for the payment of a dividend.

ARTICLE XVIII:  REGISTERED SHAREHOLDERS

Section 18.1.  The Company shall be entitled to treat the holder of record of any share or shares as the holder and owner in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be otherwise expressly provided by law.

ARTICLE XIX:  LOST CERTIFICATES OF SHARES

Section 19.1.  Any person claiming a certificate of shares to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, but the Board of Directors may waive advertising, and such person shall, if the Directors so require, give the Company a bond of indemnity, in form and with one or more sureties satisfactory to the Board, in at least double the value of the shares represented by said

15

certificates, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed.

ARTICLE XX:  INSPECTION OF BOOKS AND RECORDS

Section 20.1.  The Directors shall determine from time to time whether, and, if allowed when and under what conditions and regulations, the accounts and books of the Company (except as may be required by law), or any of them, shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.

ARTICLE XXI:  CHECKS

Section 21.1.  All checks or demands for money and notes of the Company shall be signed by the president, vice president, secretary or treasurer but the Board of Directors may from time to time, or at any time, otherwise direct and designate.

ARTICLE XXII:  FISCAL YEAR

Section 22.1.  The fiscal year shall be subject to determination by the Board of Directors.

ARTICLE XXIII:  DIVIDENDS

Section 23.1.  Dividends upon the shares of the Company, when earned, may be declared by the Board of Directors at any meeting of the Board.

ARTICLE XXIV:  NOTICES

Section 24.1.  Whenever under any of the provisions of these by-laws notice is required to be given to any Director, officer, or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, officer or Director at such address as appears on the books of the Company, or, in the absence of other address, to such Director, officer or stockholder at the general post office in the City of Oklahoma City, Oklahoma and such notice shall be deemed to be given at the time when the same shall be thus mailed.

Section 24.2.  Any stockholder, Director or officer may waive any notice required to be given under these by-laws.

16

ARTICLE XXV:  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 25.1.  LIMITATIONS ON LIABILITY OF DIRECTORS. In accordance with the Company’s certificate of incorporation, a director of the Company shall not be personally liable either to the Company or to any stockholder for monetary damages for breach of fiduciary duty as a director, except for any liability which a director may otherwise have (i) for any breach of the director’s duty of loyalty to the Company or its stockholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) under Section 174 of the Delaware General Corporation Law, as in effect at the time of the act or omission giving rise to such liability, or any successor provision of law, or (iv) for any transaction from which the director derived an improper personal benefit.

Section 25.2.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST THIRD PARTY CLAIMS. The Company shall, as further provided in this Article, indemnify and hold harmless to the fullest extent permitted by law any person who is or was a director or officer of the Company and who is or was made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (including any proceeding or investigation by any legislative, regulatory or professional or other self-regulatory body), other than a proceeding by or in the right of the Company or a subsidiary of the Company as referred to in Section 25.3 of this Article or a proceeding by such person as referred to in Section 25.8 of this Article, by reason of the fact that such person (i) is or was a director or officer of the Company or (ii) is or was or is alleged to be or to have been serving at the request or for the benefit of the Company as a director, officer, partner, member, trustee or in any similar capacity of or for (A) any corporation, partnership, limited liability company, joint venture, trust or other enterprise in which the Company has any direct or indirect interest or (B) any employee benefit plan or trust of the Company or any such other enterprise or (C) any trade association or civic or charitable organization (collectively, a “Related Entity”), against expenses (including attorneys’ fees and disbursements and court costs), judgments (including consequential and punitive damages), fines (including excise taxes assessed in connection with an employee benefit plan) and amounts paid in settlement actually sustained or reasonably incurred in connection with the investigation of, response to or defense (including any appeal) or settlement of such action, suit or proceeding, if in connection with the matter the person acted in accordance with the standard of conduct required by Section 25.6 of this Article;

17

provided, however, that with respect to any amount paid in settlement the Company consented to such settlement or such consent was unreasonably denied or withheld. Any person who, while a director or officer of the Company, served in any capacity referred to in the immediately preceding sentence for (i) a corporation of which at least one-third of the shares entitled to vote in the election of its directors is owned, directly or indirectly, by the Company or (ii) a partnership, limited liability company, or joint venture of which at least one-third of the equity is owned, directly or indirectly, by the Company shall be deemed to have done so at the request of the Company, absent written notice to such individual to the contrary signed by the Company and delivered before the act or omission giving risk to the claim against such individual as to which indemnity is sought. Any person whose service to the Company as a director or officer of the Company imposed on such person duties to, or involved the provision by such person of services to, an employee benefit plan or trust of the Company or any Related Entity shall be deemed to have acted in respect of such plan or trust at the request of the Company.

Section 25.3.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AGAINST CLAIMS BY OR IN THE RIGHT OF THE COMPANY. In the case of any action or suit by or in the right of the Company or any subsidiary of the Company (as defined below) to procure a judgment in its favor, the Company shall, as further provided in this Article 25, indemnify and hold harmless to the fullest extent permitted by law any person who is or was a director or officer of the Company and who is or was made a party to or is threatened to be made a party to any such threatened, pending or completed action or suit by reason of the fact that such person (i) is or was a director or officer of the Company or (ii) is or was or is alleged to be or to have been serving at the request or for the direct or indirect benefit of the Company as a director, officer, member, trustee or in any similar capacity of or for any Related Entity against expenses (including attorneys’ fees and disbursements and court costs) actually sustained or reasonably incurred in connection with the investigation of, response to, defense (including any appeal) or settlement of such action or suit, if such person acted in accordance with the standard of conduct required by Article 25.6 of this Article, except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company or such subsidiary unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability but in light of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For purposes of

18

this Article 25, (i) a corporation of which at least one-third of the shares entitled to vote in the election of its directors is owned, directly or indirectly, by the Company or (ii) a partnership, limited liability company or joint venture of which at least one-third of the equity is owned, directly or indirectly, by the Company shall be considered a subsidiary of the Company.

Section 25.4.  INDEMNIFICATION OF DIRECTORS AND OFFICERS FOR SERVICE AS A WITNESS. The Company shall, as further provided in this Article, indemnify and hold harmless to the fullest extent permitted by law any person who is or was a director or officer of the Company and who appears or was required or requested to appear and prepares to appear as a non-party witness in any action, suit or proceeding, whether civil, criminal, administrative or investigative in nature.(including any proceeding or investigation by any legislative, regulatory or professional or other self-regulatory body), by reason of the fact that such person (i) is or was a director or officer of the Company or (ii) is or was or is alleged to be or to have been serving at the request of or for the benefit of the Company as a director, officer, partner, member, trustee or in any similar capacity of or for any Related Entity against expenses (including attorneys fees and disbursements) actually and reasonably incurred in connection with such appearance.

Section 25.5.  INDEMNIFICATION OF EMPLOYEES AND AGENTS. Persons who are not directors or officers of the Company may be indemnified to the same extent as directors or officers of the Company, or any lesser extent, in respect of their service to the Company or to any Related Entity as the Board of Directors of the Company may at any time direct. By resolution adopted by affirmative vote of a majority of the Board of Directors, the Board of Directors may delegate to the appropriate officers of the Company the decision to indemnify against expenses any person who is not a director or officer of the Company.

Section 25.6.  STANDARD OF CONDUCT REQUIRED FOR INDEMNIFICATION. A person shall be provided indemnification in accordance with this Article against any liability arising in connection with a matter if in connection with such matter such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In the case of any individual who acts in any fiduciary capacity on behalf of any employee benefit plan or trust of the Company or of any Related Entity, action taken in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of such plan or trust shall be deemed to have been taken in a manner “not opposed

19

to the best interest of the Company” as referred to in this Article. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that a person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable clause to believe that the person’s conduct was unlawful.

Section 25.7.  REIMBURSEMENT AND ADVANCEMENT OF EXPENSES. The Company shall, from time to time, reimburse or advance to any person who is or was a director or officer of the Company funds sufficient for the payment of all expenses (including attorney’s fees and disbursements and court costs) actually and reasonably incurred by such person in connection with the investigation of, response to, defense (including any appeal) of or settlement of any civil, criminal, administrative or investigative action, suit or proceeding to which such person is made or threatened to be made a party by reason of the fact that such person (i) is or was a director or officer of the Company or (ii) is or was or is alleged to be or to have been serving at the request or for the benefit of the Company as a director, officer, partner, member, trustee or in any similar capacity of or for any Related Entity, in the case of each such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company against such expenses. No collateral securing or other assurance of performance of such undertaking shall be required of such person by the Company. The Company may, as directed by the Board of Directors, reimburse or advance to any person who is not and was not a director or officer of the Company funds sufficient in whole or in part for the payment of all expenses (including attorney’s fees and disbursements and court costs) actually and reasonably incurred by such person in defending any civil, criminal, administrative or investigative action, suit or other proceeding to which such person is made or threatened to be made a party by reason of such person’s association with the Company or any Related Entity, in the case of each such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company against such expenses as provided by this Article and upon such other terms and conditions as the Company may determine to apply. By resolution adopted by affirmative vote of a majority of the Board of Directors, the Board of Directors may delegate to the appropriate officers of the Company the decision to advance or reimburse expenses to any person who is not a director or officer of the Company.

20

Section 25.8.  EXCLUSION OF CLAIMS AGAINST THE COMPANY, SUBSIDIARIES AND CURRENT AND FORMER DIRECTORS AND OFFICERS. No current or former director or officer of the Company shall be entitled to any advance or reimbursement by the Company of expenses, or to indemnification from or to be held harmless by the Company against expenses, incurred by him in asserting any claim or commencing or prosecuting any suit, action or proceeding against the Company (except as provided in Section 25.11 of this Article) or any subsidiary of the Company or any current or former director, officer, employee or agent of the Company or of any subsidiary of the Company, but such indemnification and hold harmless rights may be provided by the Company in any specific instance as permitted by Sections 25.12 or 25.13 of this Article, or in any specific instance in which the Board shall first authorize the commencement or prosecution of such a suit, action or proceeding or the assertion of such a claim.

Section 25.9.  DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Unless ordered by a court, indemnification shall be provided to a person pursuant to Sections 25.2, 25.3, 25.4 or 25.5 of this Article only as authorized in a specific case upon a determination that indemnification is proper under the circumstances because the person satisfied the applicable standard of conduct. Such determination shall be made with respect to a person who is a director or officer of the Company at the time when such determination is made (i) by the Board of Directors by a majority vote of the directors who are not parties to the action, suit or proceeding in respect of which indemnification is sought, even if such directors are not sufficient to constitute a quorum, or by a majority vote of a committee of the Board of Directors designated by vote of a majority of such directors, each of the members of which is not a party to the action, suit or proceeding in respect of which indemnification is sought, or (ii) if there are no such directors or if directed by majority vote of such directors, by independent legal counsel in a written opinion delivered to the Board of Directors or (iii) by the stockholders. In the event a request for indemnification is made pursuant to Section 25.2 or 25.3 of this Article, the Company shall use its best efforts to cause such determination to be made not later than 90 days after such request is made. A determination of the entitlement to indemnification of a person other than a current director or officer of the Company shall be made as the Board of Directors of the Company shall determine. Neither the failure by the Company to make in a timely manner a determination as to the entitlement of a current or former director or officer to indemnification nor the making of a negative determination shall preclude such person from seeking a determination from any court of competent jurisdiction as to such person’s entitlement to indemnification under this Article

21

and in any such proceeding for a judicial determination of a person’s entitlement to indemnification no presumption shall arise that the person is not entitled to indemnification by reason of any such failure or negative determination.

Section 25.10.  PREDECESSOR ENTITIES. For purposes of this Article, references to the Company shall include, in addition to any resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger with the Company to the extent that such constituent corporation, if its separate existence had continued, would have had power and authority to indemnify or hold harmless a person who was a director or officer of such constituent corporation, so that any person who at the effective time of the merger or consolidation or previously was a director or officer of such constituent corporation shall have the same entitlement to indemnification, to be held harmless and to advancement or reimbursement of expenses from the Company as such person would have had from such constituent corporation, assuming that, in lieu of such constituent corporation, the Company acted for purposes of determining in accordance with this Article such person’s entitlement to indemnification or to be held harmless.

Section 25.11.  INDEMNIFICATION TO BE PROVIDED UPON SUCCESSFUL DEFENSE. Notwithstanding the foregoing provisions of this Article, to the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding of the kind referred to in Sections 25.2 or 25.3 of this Article, or in the defense of any claim, issue or matter therein, such person shall be indemnified and held harmless against expenses actually and reasonably incurred by such person in connection therewith.

Section 25.12.  OTHER AGREEMENTS REGARDING INDEMNIFICATION; INSURANCE. Nothing contained in this Article shall prevent the Company from entering into with any person who is or was a director, officer, employee or agent of the Company or who is or was serving any Related Entity as a director, officer, partner, member, trustee, employee or agent or in any like capacity any agreement that provides indemnification, hold harmless and/or exoneration rights to such person or further regulates the terms on which indemnification, hold harmless and/or exoneration rights are to be provided to such person or provides assurance of the Company’s obligation to indemnify, hold harmless and/or exonerate such person, whether or not such indemnification, hold harmless and/or exoneration rights are on the same or different terms than provided for by this Article or is in respect of such person acting in any other capacity, and nothing contained herein shall be exclusive of any right to indemnification, to be

22

held harmless, to exoneration or to advancement or reimbursement of expenses to which any person is otherwise entitled. The Company, further, shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or is or was serving any Related Entity as a director, officer, partner, member, trustee, employee or agent or in any like capacity against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify, hold harmless and/or exonerate such person against such liability under the provisions of this Article or otherwise.

Section 25.13.  PRESERVATION OF OTHER RIGHTS. The rights to indemnification, to be held harmless, to exoneration and to reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification, to be held harmless, exoneration or reimbursement or advancement of expenses may have or hereafter be entitled under any statute, the certificate of incorporation or by-laws of the Company, any agreement, any vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The Company’s obligation, if any, to indemnify, to hold harmless, to exonerate or to reimburse or advance expenses to any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification, holding harmless, exoneration or reimbursement or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 25.14.  CONTRACTUAL RIGHTS; SURVIVAL; ENFORCEMENT. The provisions of this Article shall constitute a contract between the Company, on the one hand, and, on the other hand, each individual who serves or has served as a director and officer of the Company (whether before or after the adoption of this Article), in consideration of such person’s past or current and any future performance of services for the Company, and also between the Company and any other person entitled to indemnity hereunder, and pursuant to this Article the Company intends to be legally bound to each such current or former director or officer of the Company or other person. Neither amendment nor repeal of any provision of this Article nor the adoption of any provision of the bylaws of the Company inconsistent with this Article shall eliminate or reduce the effect of this Article in respect of any act or omission occurring, or any cause of

23

action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time). The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall continue notwithstanding that the person has ceased to be a director or officer of the Company (or in the case of any other person entitled to indemnity hereunder, has ceased to serve the Company) and shall inure to the benefit of the estate, executors, administrators, legatees and distributees of such person. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Article shall be enforceable by any person entitled to such indemnification or reimbursement or advancement of expenses in any court of competent jurisdiction. Notwithstanding Section 25.8 of this Article, all expenses reasonably incurred by a current or former director or officer of the Company in connection with any action or suit to obtain indemnification hereunder as to which such person was determined to be entitled to indemnification shall be reimbursed by the Company.

ARTICLE XXVI:  AMENDMENTS

Section 26.1.  These by-laws may be altered, amended or repealed or new bylaws may be adopted by the stockholders at any regular or special meeting (or by written consent in lieu thereof by stockholders having the minimum number of votes that would be necessary to authorize such action at a meeting) of the stockholders or by the Board of Directors at any regular or special meeting (or by unanimous written consent in lieu thereof), subject however to the power of the stockholders to adopt, amend or repeal the same. Notwithstanding the foregoing, any alteration, amendment or repeal of Section 4.1 of these bylaws by the Board of Directors shall be effective only upon unanimous approval of the Board of Directors.

24

EX-10.(KK)

Exhibit 10.(kk)

SIXTH AMENDMENT

SIXTH AMENDMENT, dated as of December 23, 2005 (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)           Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order:

“Houston Park”:  Six Flags AstroWorld.

“Net Houston Park Proceeds”:  as defined in Section 10.5(c)(vii).

(b)           The definition of “Consolidated Fixed Charges” in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting from clause (d) thereof the words “clause (iv), (v) or (vi)” and substituting in lieu thereof the words “clause (iv), (v), (vi) or (vii)” and (ii) inserting the following sentence immediately before the second to last sentence thereof:

Notwithstanding the foregoing, if during any period for which Consolidated Fixed Charges is being determined, the Primary Borrower or any of its Subsidiaries shall have consummated the sale of the Houston Park then, for purposes of calculating the Consolidated Fixed Charges Coverage Ratio for such period, Consolidated Fixed Charges

shall be calculated after giving pro forma effect to the refinancing or repayment of an aggregate principal amount of Indebtedness under the Indentures of the Parent that is equal to the Net Houston Park Proceeds in respect of such sale, as if the same had occurred on the first day of such period, whether or not such Indebtedness was so refinanced or repaid during such period.

2.2           Amendment to Section 6.5(b) of the Credit Agreement. Section 6.5(b) of the Credit Agreement is hereby amended by (a) deleting the “and” at the beginning of the second proviso thereof and substituting in lieu thereof a “;” and (b) inserting the following at the end of such second proviso and before the period:

; and provided, further, that 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           Amendments to Section 10.4(c) of the Credit Agreement. Section 10.4(c) of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (vii) thereof and substituting in lieu thereof a “,” and (b) inserting the following at the end thereof before the period:  “and (ix) the sale of the Houston Park”.

2.4           Amendments to Section 10.5(c) of the Credit Agreement. Section 10.5(c) of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (v) thereof, (b) deleting the “.” at the end of clause (vi) thereof and substituting “; and” in lieu thereof and (c) inserting the following at the end thereof:

(vii) up to $95,000,000 of amounts payable in respect of any refinancing or repayment of Indebtedness under any Indenture of Parent, provided that (A) any such Restricted Payment is funded solely with any Net Cash Proceeds of the sale of the Houston Park remaining after giving effect to the aggregate amount of such Net Cash Proceeds then paid in respect of Capital Expenditures permitted by Section 10.6 (such remaining amount, the “Net Houston Park Proceeds”) and (B) such Restricted Payment is made within 11 months after the receipt of such Net Houston Park Proceeds.

2.5           Amendment to Section 10.14(a) of the Credit Agreement. Section 10.14(a) of the Credit Agreement is hereby amended by deleting the section reference “Section 10.5(c)(vi)” in the last sentence thereof and substituting in lieu thereof the phrase “clause (vi) or (vii) of Section 10.5(c)”.

SECTION 3.           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 and, for the effectiveness of Section 2.2 hereof, the Required Prepayment 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 executing and delivering a Lender Consent Letter to the counsel of the Administrative Agent by 12:00 Noon (New York City time) on December 23, 2005, an amendment fee in an amount equal to 0.10% of such Lender’s Aggregate Exposure and (b) the Primary Borrower shall have paid all fees required to be paid, and expenses for which invoices have been

2

presented (including fees, disbursements and other charges of counsel to the Agents), in connection with the Credit Agreement.

SECTION 4.           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 5.           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 hereby. Except as expressly amended 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. 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 from time to time.

SECTION 6.           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 7.           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 8.           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.

3

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/ James M. Coughlin
	James M. Coughlin
	Vice President & General Counsel
SIX FLAGS OPERATIONS INC.
By:				/s/ James M. Coughlin
		James M. Coughlin
		Vice President & General Counsel
SIX FLAGS THEME PARKS INC.
By:				/s/ James M. Coughlin
		James M. Coughlin
		Vice President & General Counsel
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By:					/s/ Craig Malloy
		Craig Malloy, Authorized Signatory

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

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 Sixth 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 December 23, 2005

EXHIBIT B

ACKNOWLEDGMENT AND CONSENT
TO THE SIXTH AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Reference is made to the Amended and Restated Credit Agreement described in the foregoing Sixth 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) and the Guarantee and Collateral Agreement, dated as of November 5, 1999, made by the Grantors in favor of the Administrative Agent, for the benefit of the Lenders. Each of the undersigned Guarantors hereby (a) consents to the foregoing Sixth 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 are, and shall remain, in full force and effect after giving effect to the foregoing Sixth Amendment and all prior modifications, if any, to the Credit Agreement.

(Rest of page left intentionally blank.)

SIX FLAGS, INC.
By:
	James M. Coughlin
	Vice President
SIX FLAGS OPERATIONS INC.
By:
	James M. Coughlin
	Vice President

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:
	James M. Coughlin
	Vice President

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:
	James M. Coughlin
	Vice President
ASTROWORLD LP
By:	Astroworld GP LLC,
	its General Partner
By:
	James M. Coughlin
	Vice President
ELITCH GARDENS L.P.
By:	Premier Parks of Colorado Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President
FRONTIER CITY PARTNERS LIMITED PARTNERSHIP
By:	Frontier City Properties, Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President

HURRICANE HARBOR LP
By:	Hurricane Harbor GP LLC,
	its General Partner
By:
	James M. Coughlin
	Vice President
SF PARTNERSHIP
By:	Six Flags Theme Parks Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President
SIX FLAGS SAN ANTONIO, L.P.
By:	SFTP San Antonio GP, Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President
SIX FLAGS SPLASHTOWN L.P.
By:	SF Splashtown GP Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President

SIX FLAGS EVENTS L.P.
By:	Six Flags Events Inc.,
	its General Partner
By:
	James M. Coughlin
	Vice President
SAN ANTONIO THEME PARK, L.P.
By:	San Antonio Park GP, LLC,
	its General Partner
By:
	James M. Coughlin
	Vice President

EX-10.(NN)

Exhibit 10(nn)

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Agreement, dated as of January 17, 2006, by and between Jeffrey R. Speed (the “Executive”) and Six Flags, Inc., a Delaware corporation (the “Company”).

WITNESSETH

WHEREAS, the Company has offered Executive, and Executive has accepted, employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive wish to set forth such terms and conditions in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.             Term of Employment. Subject to earlier termination in accordance with Section 4 hereof, Executive’s employment with the Company shall begin on February 1, 2006 (the “Effective Date”) and end on the fourth anniversary thereof; provided that the Executive shall have the right to elect to extend the term for two successive one-year periods upon no more than 120 days and no less than 90 days advance written notice to the Company (the initial four-year term and any extension thereof under this Section 1 shall hereinafter be referred to as the “Term”).

2.             Position, Duties and Location.

(a)           Position. Beginning on the Effective Date, Executive shall serve as an Executive Vice President of the Company, with the duties and responsibilities customarily assigned to such position and such other customary duties as may reasonably be assigned to Executive from time to time by the Chief Executive Officer consistent with such position. The Executive shall at all times report directly to the Chief Executive Officer.

(b)           Duties. During his employment with the Company, Executive shall devote substantially all his business attention and time to the duties reasonably assigned to him by the Chief Executive Officer consistent with Executive’s position and shall use his reasonable best efforts to carry out such duties faithfully and efficiently. During the Term, it shall not be a violation of this Agreement for the Executive to (i) serve on industry trade, civic or charitable boards or committees; (ii) deliver lectures or fulfill speaking engagements; or (iii) manage personal investments, as long as such activities do not materially interfere with the performance of the Executive’s duties and responsibilities. The Executive shall be permitted to serve on for-profit corporate boards of directors and advisory committees if approved in advance by the Board, which approval shall not unreasonably be withheld.

(c)           Location. Executive’s principal place of employment shall be located in New York, New York; provided that Executive will travel and render services at such locations as may reasonably be required by his duties hereunder.

3.             Compensation.

(a)           Base Salary. During his employment with the Company, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $700,000. Base Salary shall be paid at such times and in such installments as the Company customarily pays the base salaries of its employees. The Base Salary shall be increased by no less than $25,000 per year on each anniversary of the Effective Date, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased.

(b)           Annual Bonus. During his employment with the Company, Executive shall be paid an annual bonus in the discretion of the Board of Directors; provided that in no event will Executive’s annual bonus be less than $250,000; provided further that Executive’s bonus will be no less than $300,000 for fiscal year 2006 of the Company. Such bonus shall be payable at such time as bonuses are paid to other senior executive officers of the Company.

(c)           Equity Awards.

(i)        As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an option to purchase 150,000 shares of its common stock (the “Up-Front Option”) under the Company’s applicable Stock Option and Incentive Plan (the “Plan”). The per share exercise price of the Up-Front Option shall be the fair market value (as determined under the Plan) of the Company’s common stock on the date of grant  Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Up-Front Option shall vest 20% on the date of grant and the remainder shall vest in four equal installments on the first four anniversaries of the Effective Date. During the Term, the Company shall grant Executive additional options to purchase no less than an additional 200,000 shares of the Company’s common stock (the “Additional Option” and, together with the Up-Front Option, the “Option”) at a per share exercise price equal to the fair market value (as determined under the Plan) of the Company’s common stock on any subsequent grants. Such Additional Options shall be granted to the Executive ratably over the initial four-year term (for the avoidance of doubt, an annual grant of an option to purchase no less than 50,000 shares) and each such Additional Option shall vest 20% on the date of grant and the remainder shall ratably vest over a period of time no longer than four years from the date of grant of such Additional Option. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of shares into which the Options are exercisable shall be made to give proper effect to such event.

2

(ii)       As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an award of 150,000 restricted shares of its common stock (the “Up-Front Restricted Shares”) under the Plan. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Up-Front Restricted Shares shall vest and the restrictions thereon shall lapse in equal installments on each of January 1, 2007, January 1, 2008 and January 1, 2009. During the Term, the Company shall grant Executive no less than an additional 200,000 restricted shares (“Additional Restricted Shares” and, together with the Up-Front Restricted Shares, the “Restricted Shares”). Such Additional Restricted Shares shall be granted to the Executive ratably over the initial four-year term (for the avoidance of doubt, an annual award of no less than 50,000 Restricted Shares) and shall vest and the restrictions thereon shall lapse ratably over a period of time no longer than three years from the date of grant of the Additional Restricted Shares. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of Restricted Shares and Additional Restricted Shares shall be made to give proper effect to such event.

(d)           Benefits. During his employment with the Company, the Company shall provide, and the Executive shall be entitled to participate in or receive benefits under any pension plan, profit sharing plan, stock option plan, stock purchase plan or arrangement, health, disability and accident plan or any other employee benefit plan or arrangement, including any non-qualified or deferred compensation or retirement programs made available now or in the future to senior executives of the Company; provided Executive complies with the conditions attendant with coverage under such plans or arrangements. Nothing contained herein shall be construed to require the Company to establish any plan or arrangement not in existence on the date hereof or to prevent the Company from modifying or terminating any plan or arrangement in existence on the date hereof. Without limiting the generality of the foregoing, Executive shall be entitled to no less than four weeks of paid vacation per calendar year.

(e)           Perquisites; Expenses. During his employment with the Company, Executive shall be entitled to (i) perquisites on the same basis as perquisites are generally provided to senior executives of the Company, including first class air travel, and (ii) an automobile allowance of $500 per month. In addition, the Company shall promptly pay or, if such expenses are paid directly by Employee, the Executive shall be entitled to receive prompt reimbursement, for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement, including, without limitation, those incurred in connection with business related travel or entertainment, upon presentation of expense statements and customary supporting documentation.

(f)            Relocation Expenses. The Company shall reimburse Executive for expenses incurred by Executive in connection with his relocation from California to the New York metropolitan area in accordance with the Company’s applicable relocation plan which is attached hereto as Annex A; provided that the purchase option through Sirva Relocation shall not apply.

3

4.             Termination of Employment.

(a)           Death; Disability; Termination For Cause. Executive’s employment shall terminate automatically upon his death or Disability (as defined below). The Company may terminate Executive’s employment for Cause (as defined below). Upon a termination of Executive’s employment (i) due to Executive’s death or Disability, or (ii) by the Company for Cause, Executive (or, in the case of Executive’s death, Executive’s estate and/or beneficiaries) shall be entitled to: (A) unpaid Base Salary through the Date of Termination; (B) any earned but unpaid bonus for the prior fiscal year of the Company; (C) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy and (D) any expenses owed to the Executive (collectively, the “Accrued Amounts”). Executive shall have no further right or entitlement under this Agreement; provided, however, that in the event of a termination of Executive’s employment due to Executive’s death or Disability, all Options and Restricted Shares previously granted to Executive shall fully vest.

(b)           Termination Without Cause or for Good Reason. (i)  The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company:

(i) the Accrued Amounts;

(ii) a lump sum cash severance payment equal to the unpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the then-current Term hereof measured from the Date of Termination to the expiration date of the Term, but in no event less than two times the sum of (X) Executive’s Base Salary and (Y) annual bonus; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B)  Executive’s annual bonus, if any, received for the most recent completed fiscal year of the Company prior to the Date of Termination;

(iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and

(iv) full vesting of all Options and Restricted Shares previously granted to Executive.

4

(c)           Definitions.           For purposes of this Agreement, the following definitions shall apply:

(i)        “Cause” shall mean: (A) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties hereunder which is not remedied within 15 days after receipt of written notice from the Company specifying such failure; (B) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder; (C) Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude; (D) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (E) Executive’s willful breach of any material provision of this Agreement (as determined in good faith by the Board of Directors) which is not remedied within 15 days after receipt of written notice from the Company specifying such breach. For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(ii)       “Disability” shall have the same meaning as in, and shall be determined in a manner consistent with any determination under, the long-term disability plan of the Company in which Executive participates from time to time, or if Executive is not covered by such a plan, “Disability” shall mean Executive’s permanent physical or mental injury, illness or other condition that prevents Executive from performing his duties to the Company for a total of six months during any 12-month period, as reasonably determined by a physician selected by the Executive and acceptable to the Company or the Company’s legal representative (such agreement as to acceptability not to be withheld unreasonably).

(iii)      “Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (A) an adverse change in Executive’s employment’s title or change in Executive’s duty to report directly to the Chief Executive Officer; (B) a diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position; (C) any reduction in Base Salary or annual bonus less than the minimum amount set forth in Section 3(b); (D) a relocation of Executive’s principal place of employment to a location outside of the New York Area that would unreasonably increase Executive’s commute; or (E) any willful breach by the Company of any material provision of this Agreement (including but not limited to any breach of its obligations under Section 3 hereof) which is not cured within 15 days after written notice is received from Executive.

5

(iv)      “Date of Termination”/”Notice of Termination.”  Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to due to death) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a “Date of Termination” which, if submitted by Executive, shall be at least 30 days following the date of such notice (a “Notice of Termination”). A Notice of Termination submitted by the Company may provide for a “Date of Termination” on the date the Executive receives the Notice of Termination, or any date thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

5.             Confidentiality of Trade Secrets and Business Information. Executive agrees that Executive will not, at any time during Executive’s employment with the Company or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or affiliate of the Company (collectively, “Confidential Information”), obtained by him during the course of such employment, except for (i) disclosures and uses required in the course of such employment or with the written permission of the Company, (ii) disclosures necessary to establish or assert Executive’s rights hereunder, or, (iii) as applicable, any subsidiary or affiliate of the Company or as may be required by law; provided that, if Executive receives notice that any party will seek to compel him by process of law to disclose any Confidential Information, Executive shall promptly notify the Company and provide reasonable cooperation to the Company (at the Company’s sole expense) in seeking a protective order against such disclosure. Notwithstanding the foregoing, “Confidential Information” shall not include information that is or becomes publicly known outside the Company or any of its affiliates or subsidiaries through no act or failure to act by Executive.

6.             Return of Information. Executive agrees that at the time of any termination of Executive’s employment with the Company, whether at the instance of Executive or the Company, and regardless of the reasons therefore, Executive will deliver to the Company (at the Company’s expense), and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical (including electronic) matter containing Confidential Information and other information relating to the business of the Company or any subsidiary or affiliate of the Company which are in Executive’s possession, except as otherwise consented in writing by the Company at the time of such termination. The foregoing shall not prevent Executive from retaining copies of personal diaries, personal notes, personal address books, personal calendars, and any other personal information (including, without limitation, information relating to Executive’s compensation), but only to the extent such copies do not contain any Confidential Information.

6

7.             Noncompetition. In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive will not, during Executive’s employment with the Company and for a period of one (1) year after any termination of employment, render services to a Competitor of the Company or any affiliate, regardless of the nature thereof, or engage in any activity which is in direct conflict with or materially adverse to the interests of the Company or any affiliate. For purposes of this Agreement, “Competitor” shall mean any business or enterprise which operates theme parks or engages in the media or entertainment business or in any other business that is competitive with the business of the Company. Notwithstanding the foregoing, Executive’s providing services to an affiliate of a Competitor that are not competitive with the business activities of the Company shall not be a violation of the restrictions of this Section 7. Nothing contained herein shall prevent Executive from acquiring, solely as an investment, any publicly-traded securities of any person so long as he remains a passive investor in such person and does not own more than 1% of the outstanding securities thereof.

8.             Noninterference. During Executive’s employment with the Company and for a period of one (1) year following any termination of employment, Executive agrees not to directly or indirectly recruit, solicit or induce, any employees, consultants or independent contractors of the Company, any entity in which the Company has made a significant investment, or any entity to which Executive renders services pursuant to the terms of this Agreement (each, a “Restricted Entity”) to terminate, alter or modify their employment or other relationship with the Company or any Restricted Entity. During Executive’s employment with the Company and for a period of one (1) year following any termination thereof, Executive agrees not to directly or indirectly solicit any then current customer or business partner of the Company or any Restricted Entity to terminate, alter or modify its relationship with the Company or the Restricted Entity or to interfere with the Company’s or any Restricted Entity’s relationships with any of its customers or business partners on behalf of any enterprise that directly or indirectly competes with the Company or the Restricted Entity.

7

9.             Enforcement. Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

10.           Indemnification. The Company shall indemnify Executive against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by Executive in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of his duties hereunder to the full extent that the Company is permitted to indemnify a director, officer, employee or agent against the foregoing under applicable law. The Company shall at all times cause Executive to be included, in his capacity hereunder, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time.

8

11.           Arbitration. In the event that any dispute arises between the Company and the Executive regarding or relating to this Agreement and/or any aspect of the Executive’s employment relationship with the Company, the parties consent to resolve such dispute through mandatory arbitration under the Commercial Rules of the American Arbitration Association (“AAA”), before a single arbitrator in New York, New York. The parties hereby consent to the entry of judgment upon award rendered by the arbitrator in any court of competent jurisdiction. Notwithstanding the foregoing, however, should adequate grounds exist for seeking immediate injunctive or immediate equitable relief, any party may seek and obtain such relief. The parties hereby consent to the exclusive jurisdiction in the state and Federal courts of or in the State of New York for purposes of seeking such injunctive or equitable relief as set forth above. Except as otherwise provided for herein, any and all out-of-pocket costs and expenses incurred by the parties in connection with such arbitration (including attorneys’ fees) shall be allocated by the arbitrator in substantial conformance with his or her decision on the merits of the arbitration.

12.           Mutual Representations.

(a)           Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.

(b)           Executive represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under, or conflict with, any agreement or other instrument to which he is a party or by which he is bound and (ii) do not require the consent of any other person.

(c)           The Company represents and warrants to the Executive that this Agreement has been duly authorized, executed and delivered by the Company and that such execution and delivery and the fulfillment of the terms hereof will not constitute a default under or conflict with any agreement or other instrument to which it is a party or by which it is bound and (ii) do not require the consent of any other person, other than the Board or Directors or its Compensation Committee.

(d)           Each party hereto represents and warrants to the other that this Agreement constitutes the valid and binding obligations of such party enforceable against such party in accordance with its terms.

(e)           The Company represents that it has sufficient common stock reserved for issuance under an applicable equity compensation plan to satisfy the equity awards set forth hereunder.

9

13.           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, or (c) delivered by overnight courier to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company:

If to the Executive:

Jeffrey R. Speed

812 Valley Crest Street

La Canada, CA

91011

and a copy to:

Lia Law LLP

Attn: Robert M. Lia, Esq.

Two Lafayette Court

Greenwich, CT 06830

Fax: (203) 983-3036

14.           Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may, subject to the written consent of the Executive, which shall not be unreasonably withheld, assign this Agreement to another corporation, limited liability company, partnership, joint venture or other business in which the Company has made an investment.

15.           Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of New York, without reference to principles of conflict of laws. This Agreement may not be amended or modified except by a written agreement executed by Executive and the Company or their respective successors and legal representatives.

16.           Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

17.           Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

10

18.           No Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by either party; provided that both parties agree to such waiver in writing.

19.           No Mitigation. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be subject to offset or otherwise reduced whether or not Executive obtains other employment.

20.           Legal Fees. The Company shall pay or reimburse the Executive for all reasonable legal fees, up to a maximum of $15,000 incurred by him in connection with the negotiation of this Agreement and any other agreements documenting his employment arrangement with the Company.

21.           Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company may (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (b) take such other actions as the Company determines necessary or appropriate to comply with the requirements of Section 409A.

22.           Headings. The Section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

23.           Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

24.           Duration of Terms. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to give effect to such rights and obligations.

25.           Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

11

IN WITNESS WHEREOF, the Executive has hereunto set Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

SIX FLAGS, INC.
By:	/s/ Mark Shapiro
Name:	Mark Shapiro
Title:	Chief Executive Officer
	/s/ Jeffrey R. Speed
	Jeffrey R. Speed

EX-10.(OO)

Exhibit 10(oo)

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Agreement, dated as of January 17, 2006, by and between Louis Koskovolis (the “Executive”) and Six Flags, Inc., a Delaware corporation (the “Company”).

WITNESSETH

WHEREAS, the Company has offered Executive, and Executive has accepted, employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive wish to set forth such terms and conditions in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.             Term of Employment. Executive’s employment with the Company shall begin on January 23, 2006 (the “Effective Date”) and end on the fourth anniversary thereof (the “Term”), subject to earlier termination in accordance with Section 4 hereof.

2.             Position, Duties and Location.

(a)           Position. Beginning on the Effective Date, Executive shall serve as the Executive Vice President, Corporate Alliances of the Company, with the duties and responsibilities customarily assigned to such position and such other duties as may reasonably be assigned to Executive from time to time by the Chief Executive Officer consistent with such position. The Executive shall at all times report directly to the Chief Executive Officer.

(b)           Duties. During his employment with the Company, Executive shall devote substantially all his business attention and time to the duties reasonably assigned to him by the Chief Executive Officer consistent with Executive’s position and shall use his reasonable best efforts to carry out such duties faithfully and efficiently.

(c)           Location. Executive’s principal place of employment shall be located in New York, New York; provided that Executive will travel and render services at such locations as may reasonably be required by his duties hereunder.

3.             Compensation.

(a)           Base Salary. During his employment with the Company, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $650,000  Base Salary shall be paid at such times and in such installments as the Company customarily pays the base salaries of its employees. The Base Salary may be increased, but not be reduced, in the

discretion of the Company, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased.

(b)           Annual Bonus. During his employment with the Company, Executive shall be paid an annual bonus in the discretion of the Company; provided that in no event will Executive’s annual bonus be less than $200,000 for fiscal year 2006 and $250,000 thereafter.

(c)           Signing Bonus.     At the Effective Date, Executive shall receive a signing bonus in the amount of $50,000. .

(d)           Equity Awards. As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an option to purchase 200,000 shares of its common stock (the “Option”) under the Company’s applicable Stock Option and Incentive Plan (the “Plan”). The per share exercise price of the Option shall be the fair market value (as determined under the Plan) of the Company’s common stock on the date of grant. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Option shall vest 20% on the date of grant and the remainder shall vest in four equal installments on the first four anniversaries of the Effective Date. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of shares into which the Option is exercisable shall be made to give proper effect to such event.

(e)           Benefits. During his employment with the Company, the Company shall provide, and the Executive shall be entitled to participate in or receive benefits under any pension plan, profit sharing plan, stock option plan, stock purchase plan or arrangement, health and accident plan or any other employee benefit plan or arrangement made available now or in the future to executives of the Company; provided Executive complies with the conditions attendant with coverage under such plans or arrangements. Nothing contained herein shall be construed to require the Company to establish any plan or arrangement not in existence on the date hereof or to prevent the Company from modifying or terminating any plan or arrangement in existence on the date hereof. Without limiting the generality of the foregoing, Executive shall be entitled to no less than four weeks of paid vacation per calendar year.

(e)           Perquisites; Expenses. During his employment with the Company, Executive shall be entitled to (i) perquisites on the same basis as perquisites are generally provided to executives of the Company and (ii) first class air travel. In addition, the Company shall promptly pay or, if such expenses are paid directly by Employee, the Executive shall be entitled to receive prompt reimbursement, for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement, including, without limitation, those incurred in connection with business related travel or entertainment, upon presentation of expense statements and customary supporting documentation.

2

4.             Termination of Employment.

(a)           Death; Disability; Termination For Cause. Executive’s employment shall terminate automatically upon his death or Disability (as defined below). The Company may terminate Executive’s employment for Cause (as defined below) without prior notice. Upon a termination of Executive’s employment (i) due to Executive’s death or Disability, or (ii) by the Company for Cause, Executive (or, in the case of Executive’s death, Executive’s estate and/or beneficiaries) shall be entitled to: (A) unpaid Base Salary through the date of the termination; (B) any earned but unpaid bonus for the prior fiscal year of the Company; and (C) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy (collectively, the “Accrued Amounts”). Executive shall have no further right or entitlement under this Agreement; provided, however, that in the event of a termination of Executive’s employment due to Executive’s death or Disability, all Options previously granted to Executive shall fully vest.

(b)           Termination Without Cause or for Good Reason. (i)  The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company:

(i) the Accrued Amounts;

(ii) a lump sum cash severance payment equal to the unpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the Term hereof measured from the date of termination of employment pursuant to this paragraph 4(b) to the expiration date of the Term; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B)  Executive’s annual bonus received for the most recent completed fiscal year of the Company prior to the date of termination;

(iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and

(iv) other than in the event of a termination for Good Reason pursuant to Section 4(c)(iii)(D), full vesting of all Options previously granted to Executive.

(c)           Definitions.           For purposes of this Agreement, the following definitions shall apply:

3

(i)            “Cause” shall mean: (A) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to perform his duties hereunder; (B) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder; (C) Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude; (D) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (E) Executive’s willful breach of any material provision of this Agreement. For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(ii)           “Disability” shall have the same meaning as in, and shall be determined in a manner consistent with any determination under, the long-term disability plan of the Company in which Executive participates from time to time, or if Executive is not covered by such a plan, “Disability” shall mean Executive’s permanent physical or mental injury, illness or other condition that prevents Executive from performing his duties to the Company, as reasonably determined by the Board of Directors of the Company.

(iii)          “Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (A) an adverse change in Executive’s employment’s title; (B) a significant diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position; (C) any reduction in Base Salary; (D) a relocation of Executive’s principal place of employment to a location outside of the New York metropolitan area; or (E) any willful breach by the Company of any material provision of this Agreement which is not cured within 15 days after written notice is received from the Executive.

5.             Confidentiality of Trade Secrets and Business Information. Executive agrees that Executive will not, at any time during Executive’s employment with the Company or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or affiliate of the Company (collectively, “Confidential Information”), obtained during the course of such employment, except for disclosures and uses required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or affiliate of the Company or as may be required by law; provided that, if Executive receives notice that any party will seek to compel him by process of law to disclose any Confidential Information, Executive shall promptly notify the Company and cooperate with the Company in seeking a protective order against such disclosure.

6.             Return of Information. Executive agrees that at the time of any termination of Executive’s employment with the Company, whether at the instance of Executive or the Company, and regardless of the reasons therefore, Executive will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical (including electronic) matter containing Confidential Information and other information relating to the business of the Company or any subsidiary or affiliate of the Company which are in Executive’s possession, except as otherwise consented in writing by the Company at the time of such termination. The foregoing shall not prevent Executive from retaining copies of personal diaries, personal notes, personal address books, personal calendars,

4

and any other personal information (including, without limitation, information relating to Executive’s compensation), but only to the extent such copies do not contain any Confidential Information.

7.             Noncompetition. In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive will not, during Executive’s employment with the Company and for a period of one (1) year after any termination of employment, render services to a competitor of the Company or any affiliate, regardless of the nature thereof, or engage in any activity which is in direct conflict with or adverse to the interests of the Company or any affiliate. For purposes of this Agreement, “Competitor” shall mean any business or enterprise which operates theme parks or engages in the media or entertainment business or in any other business that is competitive with the business of the Company. Notwithstanding the foregoing, Executive’s providing services to an affiliate of a Competitor that are not competitive with the business activities of the Company shall not be a violation of the restrictions of this Section 7.

8.             Noninterference. During Executive’s employment with the Company and for a period of one (1) year following any Termination, Executive agrees not to directly or indirectly recruit, solicit or induce, any employees, consultants or independent contractors of the Company, any entity in which the Company has made a significant investment, or any entity to which Executive renders services pursuant to the terms of this Agreement (each, a “Restricted Entity”) to terminate, alter or modify their employment or other relationship with the Company or any Restricted Entity. During Executive’s employment with the Company and for a period of one (1) year following any termination thereof, Executive agrees not to directly or indirectly solicit any customer or business partner of the Company or any Restricted Entity to terminate, alter or modify its relationship with the Company or the Restricted Entity or to interfere with the Company’s or any Restricted Entity’s relationships with any of its customers or business partners on behalf of any enterprise that directly or indirectly competes with the Company or the Restricted Entity.

9.             Enforcement. Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that

5

the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

10.           Indemnification. The Company shall indemnify Executive against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by Executive in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of his duties hereunder to the full extent that the Company is permitted to indemnify a director, officer, employee or agent against the foregoing under applicable law. The Company shall at all times cause Executive to be included, in his capacity hereunder, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time.

11.           Executive’s Representations. Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.

12.           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, or (c) delivered by overnight courier to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company:

If to the Executive:

Louis Koskovolis

105 North Woods Road

Manhasset, New York  11030

13.           Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may assign this Agreement to another corporation, limited liability company, partnership, joint venture or other business in which the Company has made an investment.

14.           Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without reference to principles of conflict of

6

laws. This Agreement may not be amended or modified except by a written agreement executed by Executive and the Company or their respective successors and legal representatives.

15.           Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

16.           Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

17.           No Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by either party; provided that both parties agree to such waiver in writing.

18.           No Mitigation. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be subject to offset or otherwise reduced whether or not Executive obtains other employment.

19.           Headings. The Section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

20.           Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

21.           Duration of Terms. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to give effect to such rights and obligations.

22.           Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

7

IN WITNESS WHEREOF, the Executive has hereunto set Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

SIX FLAGS, INC.
By:	/s/ Mark Shapiro
Name:	Mark Shapiro
Title:	Chief Executive Officer
	/s/ Lou Koskovolis
	Lou Koskovolis

EX-10.(PP)

Exhibit 10(pp)

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Agreement, dated as of January 17, 2006, by and between Mark Quenzel (the “Executive”) and Six Flags, Inc., a Delaware corporation (the “Company”).

WITNESSETH

WHEREAS, the Company has offered Executive, and Executive has accepted, employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive wish to set forth such terms and conditions in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.             Term of Employment. Executive’s employment with the Company under this Agreement shall begin on December 14, 2005 (the “Effective Date”) and end on the fourth anniversary thereof (the “Term”), subject to earlier termination in accordance with Section 4 hereof.

2.             Position, Duties and Location.

(a)           Position. Beginning on the Effective Date, Executive shall serve as the Executive Vice President, Park Strategy and Management of the Company, with the duties and responsibilities customarily assigned to such position and such other duties as may reasonably be assigned to Executive from time to time by the Chief Executive Officer consistent with such position. The Executive shall at all times report directly to the Chief Executive Officer.

(b)           Duties. During his employment with the Company, Executive shall devote substantially all his business attention and time to the duties reasonably assigned to him by the Chief Executive Officer consistent with Executive’s position and shall use his reasonable best efforts to carry out such duties faithfully and efficiently.

(c)           Location. Executive’s principal place of employment shall be located in New York, New York; provided that Executive will travel and render services at such locations as may reasonably be required by his duties hereunder.

3.             Compensation.

(a)           Base Salary. During his employment with the Company, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $500,000. Base Salary shall be paid at such times and in such installments as the Company customarily pays the

base salaries of its employees. The Base Salary may be increased, but not be reduced, in the discretion of the Company, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased. Executive has been rendering services to the Company prior to the Effective Date and, therefore, as soon as practicable following the Effective Date, Executive shall be paid a lump sum equal to the Base Salary that he would have earned from December 14, 2005, through the Effective Date (less applicable withholding) if this Section 3(a) had applied to such period.

(b)           Annual Bonus. During his employment with the Company, Executive shall be paid an annual bonus in the discretion of the Company.

(c)           Equity Awards.

(i)            As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an option to purchase 100,000 shares of its common stock (the “Option”) under the Company’s applicable Stock Option and Incentive Plan (the “Plan”). The per share exercise price of the Option shall be the fair market value (as determined under the Plan) of the Company’s common stock on the date of grant. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Option shall vest 20% on the date of grant and the remainder shall vest in four equal installments on the first four anniversaries of the Effective Date. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of shares into which the Option is exercisable shall be made to give proper effect to such event.

(ii)           As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an award of 100,000 restricted shares of its common stock (the “Restricted Shares”) under the Plan. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Restricted Shares shall become vested and the restrictions thereon shall lapse in three equal installments on each of January 1, 2007, January 1, 2008 and January 1, 2009. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of Restricted Shares shall be made to give proper effect to such event.

(d)           Benefits. During his employment with the Company, the Company shall provide, and the Executive shall be entitled to participate in or receive benefits under any pension plan, profit sharing plan, stock option plan, stock purchase plan or arrangement, health and accident plan or any other employee benefit plan or arrangement made available now or in the future to executives of the Company; provided Executive complies with the conditions attendant with coverage under such plans or arrangements. Nothing contained herein shall be construed to require the Company to establish any plan or arrangement not in existence on the date hereof or to prevent the Company from modifying or terminating any plan or arrangement in existence on the date hereof. Without limiting the generality of the foregoing, Executive shall be entitled to no less than four weeks of paid vacation per calendar year.

2

(e)           Perquisites; Expenses. During his employment with the Company, Executive shall be entitled to (i) perquisites on the same basis as perquisites are generally provided to executives of the Company and (ii) first class air travel. In addition, the Company shall promptly pay or, if such expenses are paid directly by Employee, the Executive shall be entitled to receive prompt reimbursement, for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement, including, without limitation, those incurred in connection with business related travel or entertainment, upon presentation of expense statements and customary supporting documentation.

4.             Termination of Employment.

(a)           Death; Disability; Termination For Cause. Executive’s employment shall terminate automatically upon his death or Disability (as defined below). The Company may terminate Executive’s employment for Cause (as defined below) without prior notice. Upon a termination of Executive’s employment (i) due to Executive’s death or Disability, or (ii) by the Company for Cause, Executive (or, in the case of Executive’s death, Executive’s estate and/or beneficiaries) shall be entitled to: (A) unpaid Base Salary through the date of the termination; (B) any earned but unpaid bonus for the prior fiscal year of the Company; and (C) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy (collectively, the “Accrued Amounts”). Executive shall have no further right or entitlement under this Agreement; provided, however, that in the event of a termination of Executive’s employment due to Executive’s death or Disability, all Options and Restricted Shares previously granted to Executive shall fully vest.

(b)           Termination Without Cause or for Good Reason. (i)  The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company:

(i) the Accrued Amounts;

(ii) a lump sum cash severance payment equal to the unpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the Term hereof measured from the date of termination of employment pursuant to this paragraph 4(b) to the expiration date of the Term; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B)  Executive’s annual bonus, if any received for the most recent completed fiscal year of the Company prior to the date of termination;

3

(iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and

(iv) other than in the event of a termination for Good Reason pursuant to Section 4(c)(iii)(D), full vesting of all Options and Restricted Shares previously granted to Executive.

(c)           Definitions.           For purposes of this Agreement, the following definitions shall apply:

(i)            “Cause” shall mean: (A) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to perform his duties hereunder; (B) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder; (C) Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude; (D) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (E) Executive’s willful breach of any material provision of this Agreement. For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(ii)           “Disability” shall have the same meaning as in, and shall be determined in a manner consistent with any determination under, the long-term disability plan of the Company in which Executive participates from time to time, or if Executive is not covered by such a plan, “Disability” shall mean Executive’s permanent physical or mental injury, illness or other condition that prevents Executive from performing his duties to the Company, as reasonably determined by the Board of Directors of the Company.

(iii)          “Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (A) an adverse change in Executive’s employment’s title; (B) a significant diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position; (C) any reduction in Base Salary; (D) a relocation of Executive’s principal place of employment to a location outside of the New York metropolitan area; or (E) any willful breach by the Company of any material provision of this Agreement which is not cured within 15 days after written notice is received from the Executive.

5.             Confidentiality of Trade Secrets and Business Information. Executive agrees that Executive will not, at any time during Executive’s employment with the Company or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or affiliate of the Company (collectively, “Confidential Information”), obtained during the course of such employment, except for disclosures and uses

4

required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or affiliate of the Company or as may be required by law; provided that, if Executive receives notice that any party will seek to compel him by process of law to disclose any Confidential Information, Executive shall promptly notify the Company and cooperate with the Company in seeking a protective order against such disclosure.

6.             Return of Information. Executive agrees that at the time of any termination of Executive’s employment with the Company, whether at the instance of Executive or the Company, and regardless of the reasons therefore, Executive will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical (including electronic) matter containing Confidential Information and other information relating to the business of the Company or any subsidiary or affiliate of the Company which are in Executive’s possession, except as otherwise consented in writing by the Company at the time of such termination. The foregoing shall not prevent Executive from retaining copies of personal diaries, personal notes, personal address books, personal calendars, and any other personal information (including, without limitation, information relating to Executive’s compensation), but only to the extent such copies do not contain any Confidential Information.

7.             Noncompetition. In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive will not, during Executive’s employment with the Company and for a period of one (1) year after any termination of employment, render services to a competitor of the Company or any affiliate, regardless of the nature thereof, or engage in any activity which is in direct conflict with or adverse to the interests of the Company or any affiliate. For purposes of this Agreement, “Competitor” shall mean any business or enterprise which operates theme parks, or otherwise directly solicits business, or provides entertainment or media-related services or products that are competitive with those of the Company. Notwithstanding the foregoing, Executive’s providing services to an affiliate of a Competitor that are not competitive with the business activities of the Company shall not be a violation of the restrictions of this Section 7.

8.             Noninterference. During Executive’s employment with the Company and for a period of one (1) year following any Termination, Executive agrees not to directly or indirectly recruit, solicit or induce, any employees, consultants or independent contractors of the Company, any entity in which the Company has made a significant investment, or any entity to which Executive renders services pursuant to the terms of this Agreement (each, a “Restricted Entity”) to terminate, alter or modify their employment or other relationship with the Company or any Restricted Entity. During Executive’s employment with the Company and for a period of one (1) year following any termination thereof, Executive agrees not to directly or indirectly solicit any customer or business partner of the Company or any Restricted Entity to terminate, alter or modify its relationship with the Company or the Restricted Entity or to interfere with the Company’s or any Restricted Entity’s relationships with any of its customers or business partners on behalf of any enterprise that directly or indirectly competes with the Company or the Restricted Entity.

9.             Enforcement. Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and

5

other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

10.           Indemnification. The Company shall indemnify Executive against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by Executive in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of his duties hereunder to the full extent that the Company is permitted to indemnify a director, officer, employee or agent against the foregoing under applicable law. The Company shall at all times cause Executive to be included, in his capacity hereunder, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time.

11.           Executive’s Representations. Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.

6

12.           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, or (c) delivered by overnight courier to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company:

If to the Executive:

13.           Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may assign this Agreement to another corporation, limited liability company, partnership, joint venture or other business in which the Company has made an investment.

14.           Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without reference to principles of conflict of laws. This Agreement may not be amended or modified except by a written agreement executed by Executive and the Company or their respective successors and legal representatives.

15.           Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

16.           Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

17.           No Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by either party; provided that both parties agree to such waiver in writing.

18.           No Mitigation. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be subject to offset or otherwise reduced whether or not Executive obtains other employment.

7

19.           Headings. The Section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

20.           Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

21.           Duration of Terms. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to give effect to such rights and obligations.

22.           Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

8

IN WITNESS WHEREOF, the Executive has hereunto set Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

SIX FLAGS, INC.
By:	/s/ Mark Shapiro
Name:	Mark Shapiro
Title:	Chief Executive Officer
	/s/ Mark Quenzel
	Mark Quenzel

EX-10.(QQ)

Exhibit 10(qq)

EXECUTION COPY

EMPLOYMENT AGREEMENT

This Agreement, dated as of January 17, 2006, by and between Michael Antinoro (the “Executive”) and Six Flags, Inc., a Delaware corporation (the “Company”).

WITNESSETH

WHEREAS, the Company has offered Executive, and Executive has accepted, employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive wish to set forth such terms and conditions in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.             Term of Employment. Executive’s employment with the Company under this Agreement shall begin on December 14, 2005 (the “Effective Date”) and end on the fourth anniversary thereof (the ‘Term”), subject to earlier termination in accordance with Section 4 hereof.

2.             Position, Duties and Location.

(a)           Position. Beginning on the Effective Date, Executive shall serve as the Executive Vice President, Entertainment and Marketing of the Company, with the duties and responsibilities customarily assigned to such position and such other duties as may reasonably be assigned to Executive from time to time by the Chief Executive Officer consistent with such position. The Executive shall at all times report directly to the Chief Executive Officer.

(b)           Duties. During his employment with the Company, Executive shall devote substantially all his business attention and time to the duties reasonably assigned to him by the Chief Executive Officer consistent with Executive’s position and shall use his reasonable best efforts to carry out such duties faithfully and efficiently.

(c)           Location. Executive’s principal place of employment shall be located in New York, New York; provided that Executive will travel and render services at such locations as may reasonably be required by his duties hereunder.

3.             Compensation.

(a)           Base Salary. During his employment with the Company, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $400,000. Base

Salary shall be paid at such times and in such installments as the Company customarily pays the base salaries of its employees. The Base Salary may be increased, but not be reduced, in the discretion of the Company, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased. Executive has been rendering services to the Company prior to the Effective Date and, therefore, as soon as practicable following the Effective Date, Executive shall be paid a lump sum equal to the Base Salary that he would have earned from December 14, 2005, through the Effective Date (less applicable withholding) if this Section 3(a) had applied to such period.

(b)           Annual Bonus. During his employment with the Company, Executive shall be paid an annual bonus in the discretion of the Company.

(c)           Equity Awards.

(i)            As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an option to purchase 100,000 shares of its common stock (the “Option”) under the Company’s applicable Stock Option and Incentive Plan (the “Plan”). The per share exercise price of the Option shall be the fair market value (as determined under the Plan) of the Company’s common stock on the date of grant. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Option shall vest 20% on the date of grant and the remainder shall vest in four equal installments on the first four anniversaries of the Effective Date. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of shares into which the Option is exercisable shall be made to give proper effect to such event.

(ii)           As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an award of 100,000 restricted shares of its common stock (the “Restricted Shares”) under the Plan. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Restricted Shares shall become vested and the restrictions thereon shall lapse in three equal installments on each of January 1, 2007, January 1, 2008 and January 1, 2009. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of Restricted Shares shall be made to give proper effect to such event.

(d)           Benefits. During his employment with the Company, the Company shall provide, and the Executive shall be entitled to participate in or receive benefits under any pension plan, profit sharing plan, stock option plan, stock purchase plan or arrangement, health and accident plan or any other employee benefit plan or arrangement made available now or in the future to executives of the Company; provided Executive complies with the conditions attendant with coverage under such plans or arrangements. Nothing contained herein shall be construed to require the Company to establish any plan or arrangement not in existence on the date hereof or to prevent the Company from modifying or terminating any plan or arrangement in existence on the date hereof. Without limiting the generality of the foregoing, Executive shall be entitled to no less than four weeks of paid vacation per calendar year.

2

(e)           Perquisites; Expenses. During his employment with the Company, Executive shall be entitled to (i) perquisites on the same basis as perquisites are generally provided to executives of the Company and (ii) first class air travel. In addition, the Company shall promptly pay or, if such expenses are paid directly by Employee, the Executive shall be entitled to receive prompt reimbursement, for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement, including, without limitation, those incurred in connection with business related travel or entertainment, upon presentation of expense statements and customary supporting documentation.

4.             Termination of Employment.

(a)           Death; Disability; Termination For Cause. Executive’s employment shall terminate automatically upon his death or Disability (as defined below). The Company may terminate Executive’s employment for Cause (as defined below) without prior notice. Upon a termination of Executive’s employment (i) due to Executive’s death or Disability, or (ii) by the Company for Cause, Executive (or, in the case of Executive’s death, Executive’s estate and/or beneficiaries) shall be entitled to: (A) unpaid Base Salary through the date of the termination; (B) any earned but unpaid bonus for the prior fiscal year of the Company; and (C) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy (collectively, the “Accrued Amounts”). Executive shall have no further right or entitlement under this Agreement; provided, however, that in the event of a termination of Executive’s employment due to Executive’s death or Disability, all Options and Restricted Shares previously granted to Executive shall fully vest.

(b)           Termination Without Cause or for Good Reason. (i)  The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company:

(i) the Accrued Amounts;

(ii) a lump sum cash severance payment equal to the unpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the Term hereof measured from the date of termination of employment pursuant to this paragraph 4(b) to the expiration date of the Term; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B)  Executive’s annual bonus, if any received for the most recent completed fiscal year of the Company prior to the date of termination;

3

(iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and

(iv) other than in the event of a termination for Good Reason pursuant to Section 4(c)(iii)(D), full vesting of all Options and Restricted Shares previously granted to Executive.

(c)           Definitions.           For purposes of this Agreement, the following definitions shall apply:

(i)            “Cause” shall mean: (A) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to perform his duties hereunder; (B) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder; (C) Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude; (D) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (E) Executive’s willful breach of any material provision of this Agreement. For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(ii)           “Disability” shall have the same meaning as in, and shall be determined in a manner consistent with any determination under, the long-term disability plan of the Company in which Executive participates from time to time, or if Executive is not covered by such a plan, “Disability” shall mean Executive’s permanent physical or mental injury, illness or other condition that prevents Executive from performing his duties to the Company, as reasonably determined by the Board of Directors of the Company.

(iii)          “Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (A) an adverse change in Executive’s employment’s title; (B) a significant diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position; (C) any reduction in Base Salary; (D) a relocation of Executive’s principal place of employment to a location outside of the New York metropolitan area; or (E) any willful breach by the Company of any material provision of this Agreement which is not cured within 15 days after written notice is received from the Executive.

5.             Confidentiality of Trade Secrets and Business Information. Executive agrees that Executive will not, at any time during Executive’s employment with the Company or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or affiliate of the Company (collectively, “Confidential Information”), obtained during the course of such employment, except for disclosures and uses

4

required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or affiliate of the Company or as may be required by law; provided that, if Executive receives notice that any party will seek to compel him by process of law to disclose any Confidential Information, Executive shall promptly notify the Company and cooperate with the Company in seeking a protective order against such disclosure.

6.             Return of Information. Executive agrees that at the time of any termination of Executive’s employment with the Company, whether at the instance of Executive or the Company, and regardless of the reasons therefore, Executive will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical (including electronic) matter containing Confidential Information and other information relating to the business of the Company or any subsidiary or affiliate of the Company which are in Executive’s possession, except as otherwise consented in writing by the Company at the time of such termination. The foregoing shall not prevent Executive from retaining copies of personal diaries, personal notes, personal address books, personal calendars, and any other personal information (including, without limitation, information relating to Executive’s compensation), but only to the extent such copies do not contain any Confidential Information.

7.             Noncompetition. In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive will not, during Executive’s employment with the Company and for a period of one (1) year after any termination of employment, render services to a competitor of the Company or any affiliate, regardless of the nature thereof, or engage in any activity which is in direct conflict with or adverse to the interests of the Company or any affiliate. For purposes of this Agreement, “Competitor” shall mean any business or enterprise which operates theme parks or engages in the media or entertainment business or in any other business that is competitive with the business of the Company. Notwithstanding the foregoing, Executive’s providing services to an affiliate of a Competitor that are not competitive with the business activities of the Company shall not be a violation of the restrictions of this Section 7.

8.             Noninterference. During Executive’s employment with the Company and for a period of one (1) year following any Termination, Executive agrees not to directly or indirectly recruit, solicit or induce, any employees, consultants or independent contractors of the Company, any entity in which the Company has made a significant investment, or any entity to which Executive renders services pursuant to the terms of this Agreement (each, a “Restricted Entity”) to terminate, alter or modify their employment or other relationship with the Company or any Restricted Entity. During Executive’s employment with the Company and for a period of one (1) year following any termination thereof, Executive agrees not to directly or indirectly solicit any customer or business partner of the Company or any Restricted Entity to terminate, alter or modify its relationship with the Company or the Restricted Entity or to interfere with the Company’s or any Restricted Entity’s relationships with any of its customers or business partners on behalf of any enterprise that directly or indirectly competes with the Company or the Restricted Entity.

9.             Enforcement. Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and

5

other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

10.           Indemnification. The Company shall indemnify Executive against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by Executive in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of his duties hereunder to the full extent that the Company is permitted to indemnify a director, officer, employee or agent against the foregoing under applicable law. The Company shall at all times cause Executive to be included, in his capacity hereunder, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time.

11.           Executive’s Representations. Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.

6

12.           Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, or (c) delivered by overnight courier to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company:

If to the Executive:

13.           Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may assign this Agreement to another corporation, limited liability company, partnership, joint venture or other business in which the Company has made an investment.

14.           Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without reference to principles of conflict of laws. This Agreement may not be amended or modified except by a written agreement executed by Executive and the Company or their respective successors and legal representatives.

15.           Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

16.           Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

17.           No Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by either party; provided that both parties agree to such waiver in writing.

18.           No Mitigation. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be subject to offset or otherwise reduced whether or not Executive obtains other employment.

7

19.           Headings. The Section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

20.           Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

21.           Duration of Terms. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to give effect to such rights and obligations.

22.           Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

8

IN WITNESS WHEREOF, the Executive has hereunto set Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

SIX FLAGS, INC.
By:	/s/ Mark Shapiro
Name:	Mark Shapiro
Title:	Chief Executive Officer
	/s/ Michael Antinoro
	Michael Antinoro

EX-10.(RR)

Exhibit 10(rr)

EMPLOYMENT AGREEMENT

This Agreement, dated as of January 23, 2006, by and between Andrew M. Schleimer (the “Executive”) and Six Flags, Inc., a Delaware corporation (the “Company”).

WITNESSETH

WHEREAS, the Company has offered Executive, and Executive has accepted, employment on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and Executive wish to set forth such terms and conditions in a binding written agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.Term of Employment. Executive’s employment with the Company shall begin on January 18, 2006 (the “Effective Date”) and end on the fourth anniversary thereof (the “Term”), subject to earlier termination in accordance with Section 4 hereof.

2.Position, Duties and Location.

(a)Position. Beginning on the Effective Date, Executive shall serve as the Executive Vice President, In-Park Services of the Company, with the duties and responsibilities customarily assigned to such position and such other duties as may reasonably be assigned to Executive from time to time by the Chief Executive Officer consistent with such position. The Executive shall at all times report directly to the Chief Executive Officer.

(b)Duties. During his employment with the Company, Executive shall devote substantially all his business attention and time to the duties reasonably assigned to him by the Chief Executive Officer consistent with Executive’s position and shall use his reasonable best efforts to carry out such duties faithfully and efficiently.

(c)Location. Executive’s principal place of employment shall be located in New York, New York; provided that Executive will travel and render services at such locations as may reasonably be required by his duties hereunder.

3.Compensation.

(a)Base Salary. During his employment with the Company, Executive shall receive a base salary (the “Base Salary”) at an annual rate of $500,000  Base Salary shall be paid at such times and in such installments as the Company customarily pays the base salaries of its employees. The Base Salary may be increased, but not be reduced, in the

discretion of the Company, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased.

(b)Annual Bonus. During his employment with the Company, Executive shall be paid an annual bonus in the discretion of the Company; provided that in no event will Executive’s annual bonus be less than $100,000.

(c)Signing Bonus.At the Effective Date, Executive shall receive a signing bonus in the amount of $200,000.

(d)Equity Awards.

(i)As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an option to purchase 100,000 shares of its common stock (the “Option”) under the Company’s applicable Stock Option and Incentive Plan (the “Plan”). The per share exercise price of the Option shall be the fair market value (as determined under the Plan) of the Company’s common stock on the date of grant. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Option shall vest 20% on the date of grant and the remainder shall vest in four equal installments on the first four anniversaries of the Effective Date. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of shares into which the Option is exercisable shall be made to give proper effect to such event.

(ii)As soon as practicable following Executive’s execution of this Agreement, the Company shall grant Executive an award of 100,000 restricted shares of its common stock (the “Restricted Shares”) under the Plan. Subject to Executive’s continuing employment with the Company and the provisions of Section 4(b), the Restricted Shares shall become vested and the restrictions thereon shall lapse in three equal installments on each of January 1, 2007, January 1, 2008 and January 1, 2009. In the event of stock split, stock dividend, share combination, exchange of shares, recapitalization, merger, consolidation, reorganization, liquidation or other comparable changes or transactions of or by the Company, an appropriate adjustment to the number and/or type of Restricted Shares shall be made to give proper effect to such event.

(e)Benefits. During his employment with the Company, the Company shall provide, and the Executive shall be entitled to participate in or receive benefits under any pension plan, profit sharing plan, stock option plan, stock purchase plan or arrangement, health and accident plan or any other employee benefit plan or arrangement made available now or in the future to executives of the Company; provided Executive complies with the conditions attendant with coverage under such plans or arrangements. Nothing contained herein shall be construed to require the Company to establish any plan or arrangement not in existence on the date hereof or to prevent the Company from modifying or terminating any plan or arrangement in existence on the date hereof. Without limiting the generality of the foregoing, Executive shall be entitled to no less than two weeks of paid vacation per calendar year.

2

(e)Perquisites; Expenses. During his employment with the Company, Executive shall be entitled to perquisites on the same basis as perquisites are generally provided to executives of the Company, including car service to and from airports and first class air travel for flights in excess of 2.5 hours. In addition, the Company shall promptly pay or, if such expenses are paid directly by Executive, the Executive shall be entitled to receive prompt reimbursement, for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement, including, without limitation, those incurred in connection with business related travel or entertainment, upon presentation of expense statements and customary supporting documentation.

4.Termination of Employment.

(a)Death; Disability; Termination For Cause. Executive’s employment shall terminate automatically upon his death or Disability (as defined below). The Company may terminate Executive’s employment for Cause (as defined below) without prior notice. Upon a termination of Executive’s employment (i) due to Executive’s death or Disability, or (ii) by the Company for Cause, Executive (or, in the case of Executive’s death, Executive’s estate and/or beneficiaries) shall be entitled to: (A) unpaid Base Salary through the date of the termination; (B) any earned but unpaid bonus for the prior fiscal year of the Company; and (C) any benefits due to Executive under any employee benefit plan of the Company and any payments due to Executive under the terms of any Company program, arrangement or agreement, excluding any severance program or policy (collectively, the “Accrued Amounts”). Executive shall have no further right or entitlement under this Agreement; provided, however, that in the event of a termination of Executive’s employment due to Executive’s death or Disability, all Options and Restricted Shares previously granted to Executive shall fully vest.

(b)Termination Without Cause or for Good Reason. (i)  The Company may terminate Executive’s employment without Cause and Executive may terminate his employment for Good Reason, in each case upon thirty days prior written notice. In the event that, during the Term, the Company terminates the Executive’s employment without Cause or Executive terminates his employment for Good Reason, Executive shall be entitled to the following in lieu of any payments or benefits under any severance program or policy of the Company, and subject to execution by Executive of a waiver and release of claims in a form reasonably determined by the Company:

(i) the Accrued Amounts;

(ii) a lump sum cash severance payment equal to the unpaid balance of the Base Salary and annual bonuses Executive would have been paid for the balance of the Term hereof measured from the date of termination of employment pursuant to this paragraph 4(b) to the expiration date of the Term; the severance payable shall be computed based upon (A) Executive’s highest Base Salary in effect at any time during his employment with the Company and (B)  Executive’s annual bonus received for the most recent completed fiscal year of the Company prior to the date of termination;

3

(iii) continued coverage for a period of twelve months commencing on the date of termination (A) for Executive (and his eligible dependents, if any) under the Company’s health plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and (B) under any Company life insurance plan in which Executive was participating immediately prior to the date of termination; and

(iv) other than in the event of a termination for Good Reason pursuant to Section 4(c)(iii)(D), full vesting of all Options and Restricted Shares previously granted to Executive.

(c)Definitions.For purposes of this Agreement, the following definitions shall apply:

(i)“Cause” shall mean: (A) Executive’s willful and continuing failure (except where due to physical or mental incapacity) to perform his duties hereunder; (B) Executive’s willful malfeasance or gross neglect in the performance of his duties hereunder; (C) Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony or a misdemeanor involving moral turpitude; (D) the commission by Executive of an act of fraud or embezzlement against the Company or any affiliate; or (E) Executive’s willful breach of any material provision of this Agreement. For purposes of the preceding sentence, no act or failure to act by Executive shall be considered “willful” unless done or omitted to be done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the Company.

(ii)“Disability” shall have the same meaning as in, and shall be determined in a manner consistent with any determination under, the long-term disability plan of the Company in which Executive participates from time to time, or if Executive is not covered by such a plan, “Disability” shall mean Executive’s permanent physical or mental injury, illness or other condition that prevents Executive from performing his duties to the Company, as reasonably determined by the Board of Directors of the Company.

(iii)“Good Reason” shall mean the occurrence, without Executive’s express written consent, of: (A) an adverse change in Executive’s employment’s title; (B) a significant diminution in Executive’s employment duties, responsibilities or authority, or the assignment to Executive of duties that are materially inconsistent with his position; (C) any reduction in Base Salary; (D) a relocation of Executive’s principal place of employment to a location outside of the New York metropolitan area; or (E) any willful breach by the Company of any material provision of this Agreement which is not cured within 15 days after written notice is received from the Executive.

5.Confidentiality of Trade Secrets and Business Information. Executive agrees that Executive will not, at any time during Executive’s employment with the Company or thereafter, disclose or use any trade secret, proprietary or confidential information of the Company or any subsidiary or affiliate of the Company (collectively, “Confidential Information”), obtained during the course of such employment, except for disclosures and uses

4

required in the course of such employment or with the written permission of the Company or, as applicable, any subsidiary or affiliate of the Company or as may be required by law; provided that, if Executive receives notice that any party will seek to compel him by process of law to disclose any Confidential Information, Executive shall promptly notify the Company and cooperate with the Company in seeking a protective order against such disclosure.

6.Return of Information. Executive agrees that at the time of any termination of Executive’s employment with the Company, whether at the instance of Executive or the Company, and regardless of the reasons therefore, Executive will deliver to the Company, and not keep or deliver to anyone else, any and all notes, files, memoranda, papers and, in general, any and all physical (including electronic) matter containing Confidential Information and other information relating to the business of the Company or any subsidiary or affiliate of the Company which are in Executive’s possession, except as otherwise consented in writing by the Company at the time of such termination. The foregoing shall not prevent Executive from retaining copies of personal diaries, personal notes, personal address books, personal calendars, and any other personal information (including, without limitation, information relating to Executive’s compensation), but only to the extent such copies do not contain any Confidential Information.

7.Noncompetition. In consideration for the compensation payable to Executive under this Agreement, Executive agrees that Executive will not, during Executive’s employment with the Company and for a period of one (1) year after any termination of employment, render services to a competitor of the Company or any of its affiliate, regardless of the nature thereof, or engage in any activity which is in direct conflict with or adverse to the interests of the Company or any affiliate. For purposes of this Agreement, “Competitor” shall mean any business or enterprise which operates theme parks or engages in the media or entertainment business or in any other business that is competitive with the business of the Company. Notwithstanding the foregoing, Executive’s providing services to an affiliate of a Competitor that are not competitive with the business activities of the Company shall not be a violation of the restrictions of this Section 7, and nothing in this Section 7 shall restrict Executive from providing investment banking or financial advisory services to companies in the media and entertainment business.

8.Noninterference. During Executive’s employment with the Company and for a period of one (1) year following any Termination, Executive agrees not to directly or indirectly recruit, solicit or induce, any employees, consultants or independent contractors of the Company, any entity in which the Company has made a significant investment, or any entity to which Executive renders services pursuant to the terms of this Agreement (each, a “Restricted Entity”) to terminate, alter or modify their employment or other relationship with the Company or any Restricted Entity. During Executive’s employment with the Company and for a period of one (1) year following any termination thereof, Executive agrees not to directly or indirectly solicit any customer or business partner of the Company or any Restricted Entity to terminate, alter or modify its relationship with the Company or the Restricted Entity or to interfere with the Company’s or any Restricted Entity’s relationships with any of its customers or business partners on behalf of any enterprise that directly or indirectly competes with the Company or the Restricted Entity.

5

9.Enforcement. Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in Sections 5 through 8 above is to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages of the Company in the event Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under Sections 5 through 8 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections 5 through 8, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. If any portion of Sections 5 through 8 is hereafter determined to be invalid or unenforceable in any respect, such determination shall not affect the remainder thereof, which shall be given the maximum effect possible and shall be fully enforced, without regard to the invalid portions. In particular, without limiting the generality of the foregoing, if the covenants set forth in Section 7 are found by a court or an arbitrator to be unreasonable, Executive and the Company agree that the maximum period, scope or geographical area that is found to be reasonable shall be substituted for the stated period, scope or area, and that the court or arbitrator shall revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. If any of the covenants of Sections 5 through 8 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

10.Indemnification. The Company shall indemnify Executive against any and all losses, liabilities, damages, expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement incurred by Executive in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative), including any action by or in the right of the Company, by reason of any act or omission to act in connection with the performance of his duties hereunder to the full extent that the Company is permitted to indemnify a director, officer, employee or agent against the foregoing under applicable law. The Company shall at all times cause Executive to be included, in his capacity hereunder, under all liability insurance coverage (or similar insurance coverage) maintained by the Company from time to time.

11.Executive’s Representations. Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors. Executive further acknowledges that the Company has not provided Executive with any legal advice regarding this Agreement.

6

12.Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, or (c) delivered by overnight courier to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give such notice of:

If to the Company:

Six Flags, Inc

122 E. 42nd Street, 49th Floor

New York, New York  10168

Attn: Chief Executive Officer

If to the Executive:

Andrew M. Schleimer

c/o Six Flags, Inc.

122 E. 42nd Street, 49th Floor

New York, New York  10168

with a copy to:

Alan L. Sklover, Esq

Sklover & Associates, LLC

10 Rockefeller Plaza

New York, Ny 10020

13.Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company may assign this Agreement to another corporation, limited liability company, partnership, joint venture or other business in which the Company has made an investment.

14.Governing Law; Amendment. This Agreement shall be governed by and construed in accordance with the laws of Delaware, without reference to principles of conflict of laws. This Agreement may not be amended or modified except by a written agreement executed by Executive and the Company or their respective successors and legal representatives.

15.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

7

16.Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

17.No Waiver. Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by either party; provided that both parties agree to such waiver in writing.

18.No Mitigation. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be subject to offset or otherwise reduced whether or not Executive obtains other employment.

19.Headings. The Section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

20.Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

21.Duration of Terms. The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment to the extent necessary to give effect to such rights and obligations.

22.Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

8

IN WITNESS WHEREOF, the Executive has hereunto set Executive’s hand and, pursuant to the authorization of its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

SIX FLAGS, INC.
By:	/s/ Mark Shapiro
Name:	Mark Shapiro
Title:	Chief Executive Officer
	/s/ Andrew M. Schleimer
	Andrew M. Schleimer

EX-12

Exhibit 12

Six Flags, Inc.

Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31,
	2001			2002			2003			2004			2005
Earnings:
Income (loss) from continuing operations	$	(73,924	)	$	(51,598	)	$	(61,005	)	$	(173,765	)	$	(88,896	)
Income tax expense (benefit)	(7,875		)	(23,812		)	(27,919		)	32,003			3,705
Interest expense	230,472			231,337			215,228			195,674			186,012
Early repurchase of debt	13,756			29,895			27,592			37,731			19,303
Minority interest	39,056			36,760			35,997			37,686			39,794
1/3 of rental expense	3,829			3,733			3,863			4,034			4,073
Adjusted earnings (loss)	$	205,314		$	226,315		$	193,756		$	133,363		$	163,991
Fixed Charges:
Interest expense	$	230,472		$	231,337		$	215,228		$	195,674		$	186,012
1/3 of rental expense	3,829			3,733			3,863			4,034			4,073
Total fixed charges	$	234,301		$	235,070		$	219,091		$	199,708		$	190,085
Ratio of earnings to fixed charge	0.9		x	1.0		x	0.9		x	0.7		x	0.9		x
Deficiency	$	28,987		$	8,755		$	25,335		$	66,345		$	26,094

EX-21

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

Entity Name	Jurisdiction
Six Flags Operations Inc.	Delaware
Six Flags Theme Parks Inc.	Delaware
Aurora Campground, Inc.	Ohio
Indiana Parks, Inc.	Indiana
Ohio Campgrounds Inc.	Ohio
Park Management Corp.	California
Premier Waterworld Concord Inc.	California
Premier Waterworld Sacramento Inc.	California
Tierco Maryland, Inc.	Delaware
Tierco Water Park, Inc.	Oklahoma
Funtime Parks, Inc.	Delaware
Funtime Inc.	Ohio
Parc Six Flags Montreal Inc.	Canada
Parc Six Flags Montreal, S.E.C.	Canada
Premier Parks of Colorado Inc.	Colorado
Wyandot Lake, Inc.	Ohio
Darien Lake Theme Park and Camping Resort, Inc.	New York
Darien Lake Management Company Inc.	New York
Elitch Gardens L.P.	Colorado
Ohio Hotel LLC	Delaware
Great Escape Holding Inc.	New York
Great Escape Theme Park LLC	New York
Great Escape LLC	New York
Enchanted Parks, Inc.	Washington
Frontier City Properties, Inc.	Oklahoma
Frontier City Partners Limited Partnership	Oklahoma
SFJ Management Inc.	Delaware
Stuart Amusement Company	Massachusetts
Riverside Park Enterprises, Inc.	Massachusetts
KKI, LLC	Delaware
South Street Holdings LLC	Delaware
Premier International Holdings Inc.	Delaware
Premier Parks Holdings Inc.	Delaware
Reino Aventura, S.A. de C.V.	Mexico
Ventas y Servicios al Consumidor S.A. de C.V.	Mexico
Servicios de Restaurantes Especializados S.A. de C.V.	Mexico
SFTP Inc.	Delaware
SF Partnership	Delaware
SFTP San Antonio GP, Inc.	Delaware
Six Flags San Antonio, L.P.	Delaware
SFTP San Antonio, Inc.	Delaware

San Antonio Park GP, LLC	Delaware
San Antonio Theme Park L.P.	Delaware
SFTP San Antonio II, Inc.	Delaware
Fiesta Texas, Inc.	Delaware
Flags Beverages, Inc.	Texas
Fiesta Texas Hospitality LLC	Texas
SF Splashtown GP Inc.	Texas
Six Flags Spashtown L.P.	Delaware
SF Splashtown Inc.	Delaware
MWM Holdings Inc.	Delaware
MWM Ancillary Services s.l.	Spain
Movie World Madrid LLC	Delaware
Six Flags Events Holding Corp.	Delaware
Six Flags Events L.P.	Delaware
Six Flags Events Inc.	Texas
Six Flags Services, Inc.	Delaware
Six Flags Services of Illinois, Inc.	Delaware
Six Flags Services of Missouri, Inc.	Delaware
PPZ Inc.	Delaware
SF HWP Management LLC	New York
AstroWorld LP	Delaware
AstroWorld GP LLC	Delaware
AstroWorld LP LLC	Delaware
Hurricane Harbor LP	Delaware
Hurricane Harbor GP LLC	Delaware
Hurricane Harbor LP LLC	Delaware
GP Holdings Inc.	Delaware
PP Data Services Inc.	Texas
Six Flags Over Georgia, Inc.	Delaware
SFOG II, Inc.	Delaware
Six Flags Over Georgia II, L.P.	Delaware
SFOG Acquisition Company LLC	Delaware
SFOG II Employee, Inc.	Delaware
SFOT II Holdings, LLC	Delaware
SFT Holdings, Inc.	Delaware
Six Flags Over Texas, Inc.	Delaware
Texas Flags, Ltd.	Delaware
SFG Holdings, Inc.	Delaware
SFOT Employee, Inc.	Delaware
SFOG Acquisition A Holdings, Inc.	Delaware
SFOG Acquisition B Holdings, Inc.	Delaware
SFOG Acquisition A, Inc.	Delaware
SFOG Acquisition B, L.L.C.	Delaware
SFOT Acquisition I Holdings, Inc.	Delaware
SFOT Acquisition II Holdings, Inc.	Delaware
SFOT Acquisition I, Inc.	Delaware
SFOT Acquisition II, Inc.	Delaware

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Six Flags, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-59249 and 333-131831) on Form S-8 of Six Flags, Inc. of our reports dated March 14, 2006, with respect to the consolidated balance sheets of Six Flags, Inc. and subsidiaries (the Company) as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and other comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of Six Flags, Inc.

	KPMG LLP
March 14, 2006

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Mark Shapiro, certify that:

1.      I have reviewed this annual report on Form 10-K of Six Flags, Inc.;

2.      Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)—15(f)) for the registrant and have:

a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d)     disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2006

/s/ Mark Shapiro

Mark Shapiro

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, James F. Dannhauser, certify that:

1.      I have reviewed this annual report on Form 10-K of Six Flags, Inc.;

2.      Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.      Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)—15(f)) for the registrant and have:

a)     designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)     designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d)     disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.      The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2006

/s/ James F. Dannhauser

James F. Dannhauser

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Shapiro, as Chief Executive Officer of Six Flags, Inc. (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)   the accompanying Form 10-K report for the period ending December 31, 2005 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 14, 2006
	/s/ Mark Shapiro
	Mark Shapiro
	Chief Executive Officer of the Company

EX-32.2

Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, James F. Dannhauser, as Chief Financial Officer of Six Flags, Inc. (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)   the accompanying Form 10-K report for the period ending December 31, 2005 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 14, 2006
	/s/ James F. Dannhauser
	James F. Dannhauser
	Chief Financial Officer
	of the Company