New York, November 27, 2012 -- Moody's Investors Service affirmed Six Flags Theme Parks Inc.'s (Six Flags) B1 Corporate Family Rating (CFR) and changed the rating outlook to stable from positive following the company's announcement that it is planning to amend its credit facility to provide greater flexibility to issue debt to fund additional restricted payments by its parent, Six Flags Entertainment Corporation (SFEC). Moody's updated the loss given default assessments to reflect the current debt structure.

LGD Changes:

..Issuer: Six Flags Theme Parks Inc.

....Senior Secured Bank Credit Facility, Changed to LGD2 - 29% from LGD3 - 32% (no change to B1 rating)

Outlook Actions:

..Issuer: Six Flags Theme Parks Inc.

....Outlook, Changed To Stable From Positive

RATINGS RATIONALE

Moody's expects SFEC will continue to improve its operating performance over the intermediate term by driving season pass sales and continuing to focus on yield management, although there is moderate downside if the economy were to weaken given the dependence on discretionary consumer spending. The proposed credit facility amendment to permit incremental debt and restricted payments nevertheless indicate an intent to operate at a higher debt and leverage level. The rating outlook change to stable thus reflects Moody's expectation that Six Flags will increase debt such that its debt-to-EBITDA leverage (4.1x LTM 9/30/12 incorporating Moody's standard adjustments and the partnership puts as debt) is above the level necessary for an upgrade.

Six Flags' B1 CFR reflects the sizable attendance and revenue generated from the geographically diversified regional amusement park portfolio, vulnerability to cyclical discretionary consumer spending, high leverage, liquidity and funding risks associated with minority holders' annual right to put their share of partnership parks to SFEC, and event risk relating to control by a group of opportunistic distressed debt/hedge fund investors. The amusement park industry is mature and operators must compete with a wide variety of leisure and entertainment activities to generate consumer interest, with attendance growth in the low single digit range expected over the next 3-5 years. The new management team installed after SFEC/Six Flags emerged from bankruptcy has implemented significant operational improvements to drive meaningful earnings growth. Moody's believes ongoing operational initiatives will continue to grow revenue and earnings over the intermediate term. Moody's nevertheless believes debt-funded shareholder distributions will increase debt-to-EBITDA leverage.

The SGL-4 speculative-grade liquidity rating reflects the risk associated with funding minority interest puts should holders exercise the maximum amount of potential obligations putable (the puts are exercisable annually from March 31 through late April and SFEC must fund any exercises by May 15th). Moody's believes existing cash ($281 million as of 9/30/12, expected to drop to roughly $100 million based on seasonal needs through March 2013) and revolver capacity would not fully cover a full exercise of the puts given the timing of the puts near the peak in seasonal cash usage. Moody's assumes a full put exercise in the liquidity analysis. However, put exercises closer to historical levels (below $10 million annually except for $66 million in 2009) are manageable within the company's internal cash resources and unused revolver capacity. As a result, the liquidity rating would be higher absent the puts.

The stable rating outlook reflects Moody's view that the company will take advantage of the greater flexibility in the proposed credit facility amendment and increase debt and leverage to levels in line with expectations for the B1 CFR, although continued operational improvements are expected absent significant economic headwinds.

Downward rating pressure could result if acquisitions, cash distributions to shareholders, ownership transitions, or declines in attendance and earnings driven by competition or a prolonged economic downturn lead to debt-to-EBITDA above 5.75x or CFO less capital spending-to-debt of less than 4%. Ratings could also be pressured if liquidity weakens - including if concerns arise regarding the company's ability to meet partnership put obligations -- or the company's financial policies become more aggressive.

A good liquidity position including sufficient cash, projected free cash flow and committed financing to fully cover potential partnership park put exercises would be necessary for an upgrade. Stable to improving operating performance and margins, management of shareholder distributions within excess cash and free cash flow, and a conservative leverage profile could position the company for an upgrade. Increased financial capacity to manage event risks such as debt-to-EBITDA in a low 4x range or lower and strong CFO less capital spending-to-debt would be necessary for an upgrade.

Please see the ratings tab on Six Flags' issuer page on www.Moodys.com for the last credit rating action and rating history. Please see Six Flags' credit opinion on www.Moodys.com for additional information on the company's ratings.

Six Flags' ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Six Flags' core industry and believes Six Flags' ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

SFEC, headquartered in Dallas, TX, is a regional theme park company that operates 19 North American parks. The park portfolio includes 15 wholly-owned facilities (including parks near New York City, Chicago and Los Angeles) and three consolidated partnership parks - Six Flags over Texas (SFOT), Six Flags over Georgia (SFOG), and White Water Atlanta - as well as Six Flags Great Escape Lodge, which is a consolidated joint venture. Six Flags currently owns 53.0% of SFOT and approximately 29.7% of SFOG/White Water Atlanta. Revenue including full consolidation of the partnership parks and joint venture was approximately $1.06 billion for the LTM period ended 9/30/12.

REGULATORY DISCLOSURES

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John E. Puchalla VP - Senior Credit Officer Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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