SIXTH AMENDMENT

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

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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.

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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.

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.

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.

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