SIX FLAGS INC
EXHIBIT 10(GG)
<DOCUMENT>
<TYPE>EX-10.GG
<SEQUENCE>5
<FILENAME>a2073739zex-10_gg.txt
<DESCRIPTION>EXHIBIT 10(GG)
<TEXT>
<Page>

                                                                 EXHIBIT 10(gg)

THE YEAR TWO THOUSAND ONE (2001), the second (2nd) day of May.

Before Mtre. Robert Coulombe, the undersigned Notary, practising in the Province
of Quebec, in the City and District of Montreal.

APPEARED:      VILLE DE MONTREAL, a legal person established in the public
               interest pursuant to the CHARTER OF THE CITY OF MONTREAL,
               (1959-60), chapter 102 of the Statutes of Quebec, the principal
               address of which is 275 Notre-Dame St. E., Montreal, Province of
               Quebec, H2Y 1C6, herein acting and represented by Diane Charland,
               clerk, duly authorized for the purposes hereof pursuant to
               resolution No. CO 01 00889 adopted by the Municipal Council at
               its meeting held on April 17, 2001, session of April 19, 2001, a
               certified copy of which resolution remains attached hereto after
               being recognized as a true copy and signed NE VARIETUR by the
               said representative and the undersigned Notary,

                                         (hereinafter referred to as the "CITY")

                                                              OF THE FIRST PART;

AND:           PARC SIX FLAGS MONTREAL LLP, represented by its general partner,
               PARC SIX FLAGS MONTREAL INC., a duly constituted corporation
               having its head office in the City of Montreal, herein acting and
               represented by James M. Coughlin, its General Counsel, Vice
               President and

<Page>

                                      -2-

               Secretary, duly authorized for the purposes hereof pursuant to a
               resolution adopted by its Board of Directors at a meeting held on
               the thirtieth (30th) day of April, two thousand one (2001), a
               copy of which remains attached hereto after being recognized as a
               true copy and signed NE VARIETUR for the purpose of
               identification by the said representative and the undersigned
               Notary,

                                                     (hereinafter referred to as
                                                       the "EMPHYTEUTIC LESSEE")

                                                              OF THE SECOND PART

THE PARTIES DECLARE AS FOLLOWS:

WHEREAS the City is the owner of the Immoveable described in Article 28 hereof
(the "IMMOVEABLE");

WHEREAS the City and SPI have entered into an Agreement for the Purchase of
Assets with the Emphyteutic Lessee as of May 2, 2001;

WHEREAS the said Agreement for the Purchase of Assets provides that the City and
the Emphyteutic Lessee shall execute the Agreement in accordance with the terms
and conditions hereof;

NOW THEREFORE, THIS AGREEMENT WITNESSETH:

                                    ARTICLE 1
                                 INTERPRETATION

1.1.    The following words and expressions, where used in the Agreement
        (including the preamble), shall have the meaning indicated unless the
        context requires otherwise:

<Page>

                                      -3-

        1.1.1  "AGREEMENT" means this Deed of Emphyteusis as well as the
               schedules hereto;

        1.1.2  "AGREEMENT FOR THE PURCHASE OF ASSETS" means the agreement for
               the purchase of assets entered into as of May 2, 2001 between the
               Emphyteutic Lessee as party of the First Part and SPI and the
               City collectively and solidarily as party of the Second Part;

        1.1.3  "BUSINESS" has the meaning ascribed to that word in paragraph 9.1
               hereof;

        1.1.4  "CLAIMS" has the meaning ascribed to that word in paragraph 3.6
               hereof;

        1.1.5  "COMPLEX" means the Immoveable and the Improvements;

        1.1.6  "CONSTRUCTIONS" means the Existing Structures, Initial
               Constructions, the constructions, buildings, infrastructures,
               sidewalks, paving, driveways, outdoor lighting, walkways and the
               like as well as all additions and other improvements thereto
               (except for the Emphyteutic Lessee's Improvements) and
               constructions which may be made to the Immoveable or to the
               Initial Constructions and any restoration and reconstruction
               thereof;

        1.1.7  "DEFAULT" has the meaning ascribed to that word in paragraph 18.1
               hereof;

        1.1.8  "DIRECTOR" has the meaning ascribed to that word in paragraph
               4.1.1 hereof;

        1.1.9  "EMBANKMENT" has the meaning ascribed to that word in paragraph
               17.8 hereof;

<Page>

                                      -4-

        1.1.10 "EMPHYTEUTIC LESSEE" means Parc Six Flags Montreal LLP, its
               successors and assigns;

        1.1.11 "EMPHYTEUTIC LESSEE'S IMPROVEMENTS" has the meaning ascribed to
               that expression in sub-paragraph 4.1.1;

        1.1.12 "ENVIRONMENTAL LAW" has the meaning ascribed to that expression
               in paragraph 16.1 hereof;

        1.1.13 "EXISTING STRUCTURES" has the meaning ascribed to that expression
               in Article 28;

        1.1.14 "FACILITIES" has the meaning ascribed to that word in paragraph
               17.1 hereof;

        1.1.15 "GUARANTOR" means Six Flags, Inc.;

        1.1.16 "HYPOTHECARY CREDITOR" means any creditor of any loan guaranteed
               by a hypothec granted by the Emphyteutic Lessee with respect to
               the Agreement or on all or part of the Complex;

        1.1.17 "IMMOVEABLE" means the immoveable described in Article 28 hereof
               and, for greater certainty, includes the Existing Structures;

        1.1.18 "IMPROVEMENTS" means the Constructions (except for the Existing
               Structures) and the Emphyteutic Lessee's Improvements;

        1.1.19 "INDEMNIFIED PARTY" has the meaning ascribed to that expression
               in paragraph 3.6 hereof;

        1.1.20 "INDEMNIFYING PARTY" has the meaning ascribed to that expression
               in paragraph 3.6 hereof;

<Page>

                                      -5-

        1.1.21 "INITIAL CONSTRUCTIONS" has the meaning ascribed to that
               expression in paragraph 4.1.1 hereof;

        1.1.22 "INVESTMENT" has the meaning ascribed to that word in paragraph
               4.1 hereof;

        1.1.23 "INVESTMENT PROGRAM" has the meaning ascribed to that expression
               in sub-paragraph 4.1.1 hereof

        1.1.24 "LEASES" has the meaning ascribed to that word in paragraph 18.4
               hereof;

        1.1.25 "LETTER OF CREDIT" has the meaning ascribed to that expression in
               paragraph 4.1.5 hereof;

        1.1.26 "MARINA" has the meaning ascribed to that word in paragraph 11.1
               hereof;

        1.1.27 "MARINA LAND" has the meaning ascribed to that expression in
               sub-paragraph 11.1 hereof;

        1.1.28 "MEMBER OF THE SAME GROUP" has the meaning ascribed to that
               expression in paragraph 29.2 hereof

        1.1.29 "MUNICIPAL REVENUES" has the meaning ascribed to that expression
               in sub-paragraph 27.1.1a) hereof

        1.1.30 "NOTICE OF TERMINATION" has the meaning ascribed to that
               expression in paragraph 18.1 hereof;

        1.1.31 "PARKING LOT" has the meaning ascribed to that expression in
               paragraph 10.1 hereof;

        1.1.32 "PRELIMINARY NOTICE" has the meaning ascribed to that expression
               in paragraph 18.1 hereof;

<Page>
0
                                      -6-

        1.1.33 "PRICE" means the total price of the emphyteusis set forth in
               Article 27 hereof;

        1.1.34 "RIDES" has the meaning ascribed to that word in sub-paragraph
               4.1.1;

        1.1.35 "SCULPTURE" has the meaning ascribed to that word in paragraph
               12.1 hereof;

        1.1.36 "SIX FLAGS PARKS" has the meaning ascribed to that expression in
               sub-paragraph 8.2.4 hereof;

        1.1.37 "SPI" means Societe du Parc des Iles;

        1.1.38 "THIRD PARTY" means a person who is dealing at arm's length
               within the meaning of Section 251 of the Income Tax Act (Canada);

        1.1.39 "TRUSTEE" has the meaning ascribed to that expression in
               sub-paragraph 8.6.1 hereof.

1.2.    CURRENCY. All monetary amounts mentioned in the Agreement refer to and
        shall be paid in Canadian dollars;

1.3.    EXTENDED MEANING. In the Agreement, words importing the singular number
        shall include the plural and vice versa and words importing the use of
        any gender shall include all genders;

1.4.    HEADINGS. The dividing of the Agreement into Articles, sections,
        paragraphs and sub-paragraphs as well as the use of headings are for
        convenience of reference only and shall not constitute a part of the
        Agreement for any other purpose including its interpretation. Unless
        otherwise indicated, all references to Articles, sections, paragraphs
        and sub-paragraphs herein refer to those of the Agreement;

<Page>

                                      -7-

1.5.    SCHEDULES. The schedules attached to the Agreement shall constitute an
        integral part hereof as if recited herein at length.

                                    ARTICLE 2
                                   EMPHYTEUSIS

2.1.    The City constitutes in favour of the Emphyteutic Lessee an emphyteusis
        on the Immoveable on the conditions contained herein.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1.    The City represents and warrants the following to the Emphyteutic Lessee
        and acknowledges that the Emphyteutic Lessee is relying on such
        representations and warranties with respect to the Agreement.

        3.1.1  CONSTITUTION, ORGANIZATION AND POWERS The City is a duly
               constituted and validly existing legal person which is in good
               standing and has the power and authority to own the Immoveable,
               enter into the Agreement and perform its obligations hereunder.

        3.1.2  NECESSARY AUTHORIZATION The City has taken or caused to be taken
               all actions required to authorize its execution of the Agreement,
               as well as the performance of all of its obligations hereunder.

        3.1.3  ENFORCEABLE AGREEMENT

               3.1.3.1   The Agreement has been duly executed by the City and it
                         constitutes, upon its execution, a valid and binding
                         agreement of the City, enforceable against the City in
                         accordance with its terms.

<Page>

                                      -8-

               3.1.3.2   Neither the execution of the Agreement by the City, nor
                         the performance by the City of its obligations
                         hereunder shall:

                         3.1.3.2.1 contradict or infringe the terms or
                                   provisions of the City's charter,
                                   incorporating instruments, by-laws,
                                   resolutions or other legal requirements to
                                   which the City may be bound;

                         3.1.3.2.2 require the approval, consent, authorization
                                   or other order or measure of a tribunal,
                                   government authority or regulatory body which
                                   has not been obtained as of the execution of
                                   the Agreement;

                         3.1.3.2.3 infringe the provisions of an applicable
                                   statute or regulation of any authority having
                                   jurisdiction over the City.

        3.1.4  RESIDENCE OF CITY: The City is not a non-resident within the
               meaning of the INCOME TAX ACT (Canada).

        3.1.5  TITLE TO PROPERTY: The City has good and valid title as owner of
               the Immoveable, free of any hypothec, surety interest,
               conditional sale or title retention agreement or other charge,
               encumbrance or real right of any nature whatsoever with the
               exception only of the prohibition against building and
               limitations as to the height of buildings on the Immoveable
               described in the deed

<Page>

                                      -9-

               published at the Chambly Registry Office under number 295119.

        3.1.6  GOVERNMENT AND OTHER APPROVALS: No consent, approval or
               authorization of any person whomsoever, and in particular no
               consent, approval or authorization of any government organization
               or regulatory authority in Canada, is required with respect to
               the execution by the City hereof, the performance of its
               obligations hereunder or the completion of the transactions
               contemplated herein.

        3.1.7  ORDERS OR NOTICES IN EFFECT: Except with respect to the
               requirement of Les Ponts Jacques-Cartier and Champlain Incorporee
               to demolish the building described in paragraph 7.3 hereof (the
               said requirement shall remain the exclusive responsibility of the
               City to the complete exoneration of the Emphyteutic Lessee,
               notwithstanding any provision to the contrary herein or
               elsewhere) and except for that described in Schedule 3.1.7
               attached hereto after being recognized as a true copy and signed
               NE VARIETUR by the representatives of the parties and the
               undersigned Notary, no notice, order or similar requirement in
               force issued by an authority in matters of construction,
               environment, fire, health or labour, or otherwise directly or
               indirectly relating to the Immoveable, by any authority
               whatsoever, notably a police or fire authority or any other
               federal or provincial authority, which may have a material impact
               on the Immoveable or otherwise, affects the Immoveable and, to
               the City's knowledge, there are no discussions with any such
               authority with respect to any similar notice, order or
               requirement and neither the City nor SPI has any

<Page>

                                      -10-

               reason to believe any such notice, order or requirement may be
               issued.

               For the purpose of this sub-paragraph 3.1.7, "to the City's
               knowledge" means the knowledge of Mr. Marcel Caron, after making
               due inquiry.

        3.1.8  NO DEBTS: There is no undertaking, debt or other liability of the
               City or SPI or relating to the Immoveable for which the
               Emphyteutic Lessee may become responsible as of, due to or after
               the execution hereof except as contemplated in the Agreement for
               the Purchase of Assets.

        3.1.9  ABSENCE OF PROCEEDINGS: Except as set out in Schedule 3.1.9
               hereof which is attached hereto after being recognized as a true
               copy and signed NE VARIETUR by the representatives of the parties
               and the undersigned Notary (all of which shall remain the
               exclusive responsibility of the City to the complete exoneration
               of the Emphyteutic Lessee, notwithstanding any provision to the
               contrary herein or elsewhere), there are no pending or
               outstanding proceedings against the City or SPI with respect to
               the Immoveable before any tribunal, department, commission, board
               or agency, at the federal, provincial, municipal or other level
               of government, or before an arbitrator or arbitration tribunal,
               nor, to the City's knowledge, are any such proceedings
               contemplated.

               For the purpose of this sub-paragraph 3.1.9, "to the City's
               knowledge" means the knowledge of Mr. Marcel Caron, after making
               due inquiry.

<Page>

                                      -11-

        3.1.10 ABSENCE OF OPTION OR OTHER RIGHT: Other than the Agreement, there
               is no contract, option or other right which requires the City or
               which may require the City at any time in the future to sell,
               transfer, assign, pledge, encumber, hypothecate or alienate the
               Immoveable in whole or in part or to charge or otherwise encumber
               the Immoveable or any part thereof in any other manner.

        3.1.11 COMPLIANCE WITH THE LAW: With the exception of that set forth in
               Schedule 3.1.7 hereof, neither the City nor SPI has received any
               notice that the Immoveable contravenes any applicable law,
               regulation, policy or guideline, subject to any minor
               contravention which will not affect the operation of the Business
               in a material manner.

        3.1.12 FINDER'S FEE AND COMMISSIONS: The City is not party to any
               agreement according to which a finder's fee or commission may be
               payable to any person whomsoever in connection with the execution
               hereof and the transactions contemplated herein, subject to the
               agreement with Groupe Millenium pursuant to which finder's fees
               are payable by the Emphyteutic Lessee to Groupe Millenium in
               connection with the Agreement for the Purchase of Assets.

        3.1.13 ENVIRONMENTAL MATTERS:

               To the City's knowledge, the City and SPI have delivered to the
               Emphyteutic Lessee copies of all environmental reports and all
               other comparable materials they hold or control regarding any
               environmental matter with respect to the Immoveable and any
               activity thereon.

<Page>

                                      -12-

               The City in no way guarantees the accuracy of the delivered
               documents.

               For the purpose of this sub-paragraph 3.1.13, "to the City's
               knowledge" means the knowledge of Mr. Ronald Dubeau, Division
               Chief at the Montreal Service for the Prevention of Fires, Mr.
               Serge Barbeau, Section Engineer, Laboratory Section and Mr. Guy
               Ouellette, Division Chief, Service of Urban and Economic
               Development, after making due inquiry.

        3.1.14 GST AND QST - The City is duly registered under the Excise Tax
               Act (Canada) and the Quebec Sales Tax Act and its registration
               numbers are the following:

                    G.S.T.:    121364749

                    Q.S.T.:    1006001374TQ0002

3.2.    SURVIVAL OF THE CITY'S REPRESENTATIONS AND WARRANTIES: The City's
        representations and warranties contained in paragraph 3.1 or elsewhere
        in the Agreement shall remain in effect following the conclusion hereof
        and, notwithstanding such conclusion, shall continue to have full effect
        for the benefit of the Emphyteutic Lessee for a period of eighteen (18)
        months after the date the Agreement is executed, following which the
        City and SPI shall be released from any obligations and responsibilities
        hereunder with respect to such representations and warranties with the
        exception of (i) any Claim made by the Emphyteutic Lessee in writing
        before the expiry of such period and (ii) the exceptions disclosed in
        Schedule 3.1.9 hereto, breach of the environmental representations and
        warranties in sub-paragraph 3.1.13 hereof, a failure to fulfil the
        demolition requirement contemplated in sub-paragraph 3.1.7, the
        infringement of the authorization and enforceability warranties

<Page>

                                      -13-

        described in sub-paragraphs 3.1.1 to 3.1.4 and 3.1.6 and the
        infringement of the title warranty described in sub-paragraph 3.1.5, in
        respect of all of which there shall be no time limitation for the making
        of Claims.

3.3.    The Emphyteutic Lessee represents and warrants the following to the City
        and acknowledges that the City is relying on such representations and
        warranties in connection with the Agreement:

        3.3.1  CONSTITUTION AND ORGANIZATION - The Emphyteutic Lessee is a duly
               constituted and organized limited partnership which validly
               exists under the laws of Quebec and which has the necessary power
               to enter into the Agreement and perform its obligations
               hereunder.

        3.3.2  AUTHORIZATION -The Emphyteutic Lessee has taken or caused to be
               taken all actions required to authorize its execution of the
               Agreement and the performance of its obligations hereunder.

        3.3.3  ENFORCEABLE AGREEMENT -

               3.3.3.1   The Agreement has been duly executed by the Emphyteutic
                         Lessee and it constitutes, upon its execution, a valid
                         and binding obligation of the Emphyteutic Lessee which
                         is enforceable against it according to its terms.

               3.3.3.2   Neither the execution of the Agreement by the
                         Emphyteutic Lessee nor the performance of its
                         obligations hereunder shall:

               a)   contradict or infringe the terms or provisions of the
                    Emphyteutic Lessee's incorporating instrument or by-laws;

<Page>

                                      -14-

               b)   require the affirmative approval, consent, authorization or
                    other order or measure of a tribunal, government authority
                    or regulatory body which has not been obtained as of the
                    date the Agreement is executed;

               c)   infringe the provisions of a relevant statute or regulation
                    of an authority having jurisdiction over the Emphyteutic
                    Lessee.

        3.3.4  LITIGATION - There are no proceedings outstanding or pending
               against or with respect to the Emphyteutic Lessee nor any
               judgement, decree, injunction or order of a tribunal, department,
               commission, agency, arbitrator or arbitration board against the
               Emphyteutic Lessee which could adversely affect the ability of
               the Emphyteutic Lessee to enter into the Agreement or carry out
               the transactions contemplated herein and the Emphyteutic Lessee
               is unaware of any grounds on which such proceedings could be
               taken.

        3.3.5  GST AND QST- The Emphyteutic Lessee is duly registered under the
               Excise Tax Act (Canada) and the Quebec Sales Tax Act and its
               registration numbers are:

                    G.S.T.:    143958742 RT

                    Q.S.T.:    1087441454 TQ 0001

        3.3.6  FINDER'S FEE AND COMMISSIONS: The Emphyteutic Lessee is not party
               to any agreement according to which a finder's fee or commission
               may be payable to any person whomsoever in connection with the
               execution hereof and the transactions contemplated herein,
               subject to the agreement with Groupe Millenium pursuant to

<Page>

                                      -15-

               which finder's fees are payable by the Emphyteutic Lessee to
               Groupe Millenium in connection with the Agreement for the
               Purchase of Assets.

3.4.    SURVIVAL OF EMPHYTEUTIC LESSEE'S REPRESENTATIONS AND WARRANTIES: The
        Emphyteutic Lessee's representations and warranties described in
        paragraph 3.3 or elsewhere in the Agreement shall remain in effect after
        the conclusion of the Agreement and, notwithstanding such conclusion,
        shall continue to have full effect for the benefit of the City for a
        period of eighteen (18) months after the date the Agreement is executed,
        following which the Emphyteutic Lessee shall be released from any
        obligations and responsibilities hereunder with respect to such
        representations and warranties with the exception of (i) any Claim made
        by the City in writing before the expiry of such period and (ii) any
        failure to respect the declarations and warranties in sub-paragraphs
        3.3.1 to 3.3.3 with respect to which there shall be no limit for
        presenting Claims throughout the term of the Agreement.

3.5.    EXTENSION OF WARRANTY - If a Claim is made by a party with respect to
        any representation or warranty within the time limits contemplated
        herein, the representation or warranty shall remain applicable with
        respect to such claim until final settlement thereof.

3.6.    INDEMNIFICATION - The City agrees in favour of the Emphyteutic Lessee
        and the Emphyteutic Lessee agrees in favour of the City (the Party which
        undertakes to indemnify the other Party being referred to as the
        "INDEMNIFYING PARTY" and the Party to be indemnified being referred to
        as the "INDEMNIFIED PARTY") to indemnify and hold harmless the
        Indemnified Party as and from the date of execution hereof from and
        against any claim, demand, action, cause of action, damage, loss, cost
        (including reasonable legal fees), liability, order or expense
        (collectively referred to as the "CLAIMS" or individually as a "CLAIM")
        which may be made or

<Page>

                                      -16-

        instituted against the Indemnified Party or which may be suffered or
        incurred by the Indemnified Party due to or as a result of (i) the
        failure by the City to comply with any of its undertakings pursuant to
        the Agreement or (ii) an inaccuracy or infringement of a representation
        or warranty given by the Indemnifying Party hereunder.

3.7.    LIMITATION OF LIABILITY - Notwithstanding any provision to the contrary
        contained herein, the foregoing obligations to indemnify and hold
        harmless are:

        a)     subject to the limits contained in paragraphs 3.2 and 3.4 with
               respect to the survival of the parties' representations and
               warranties; and

        b)     subject to the requirement that the Indemnifying Party be
               informed, with respect to any Claim made by a Third Party, within
               a reasonable delay of all material information relating thereto
               and that it has the opportunity to set up a defence or transact
               in its name with respect to the Third Party Claim.

                                    ARTICLE 4
                               OBLIGATION TO MAKE
                         IMPROVEMENTS TO THE IMMOVEABLE

4.1.    The Emphyteutic Lessee agrees to carry out an investment program for the
        Immoveable involving the investment of at least NINETY MILLION DOLLARS
        ($90,000,000) (the "INVESTMENT"), the whole in accordance with the laws
        and regulations in effect and according to the following terms:

        4.1.1  Within one year following the execution of the Agreement, the
               Emphyteutic Lessee shall submit to the Director General of the
               City (the "DIRECTOR") an investment program for the Immoveable
               describing the Investment,

<Page>

                                      -17-

               subject to the Emphyteutic Lessee's right to amend, replace,
               delete from or add to same at any time and from time to time
               without significantly decreasing the monetary value (the said
               program so amended or replaced from time to time being referred
               to as the "INVESTMENT PROGRAM"). The purpose of the review of the
               Investment Program by the City shall be to ensure that the value
               of the Investment is at least NINETY MILLION DOLLARS
               ($90,000,000) calculated according to the provisions of this
               sub-paragraph 4.1.1 and the Director shall inform the Emphyteutic
               Lessee in writing within thirty (30) days of receipt of the
               Investment Program whether or not he is satisfied that the
               Investment Program includes an Investment of at least NINETY
               MILLION DOLLARS ($90,000,000). If the Director is not so
               satisfied, his opinion shall give the specific reasons for his
               dissatisfaction. The Emphyteutic Lessee shall then have the
               option of submitting an amended Investment Program and the
               foregoing provisions shall apply, or to submit the dispute to
               mandatory arbitration according to the provisions of the CODE OF
               CIVIL PROCEDURE OF QUEBEC.

               The Investment Program shall include non-temporary Constructions
               (excluding all Initial Structures) of the Immoveable, the initial
               cost of which shall be at least TEN MILLION DOLLARS ($10,000,000)
               (the "INITIAL CONSTRUCTIONS"). The City and the Emphyteutic
               Lessee acknowledge that the Initial Constructions must
               permanently increase the value of the Immoveable. For greater
               certainty, the Constructions do not and shall never be deemed to
               include any rides, attractions, games or amusement facilities of
               any sort or nature

<Page>

                                      -18-

               whatsoever and however affixed to, or installed on, the
               Immoveable including, without limitation, any equipment,
               apparatus, mechanism, motor or other power source, machinery,
               fixture, base, accessory or other installation whatsoever, in any
               way related thereto or required for their use or operation and
               any additions, alterations and improvements thereto,
               (collectively the "RIDES") nor any other installation,
               construction, equipment or material capable of being dismantled,
               nor any furniture or other moveable assets (the said moveable
               assets and the Rides being collectively referred to as the
               "EMPHYTEUTIC LESSEE'S IMPROVEMENTS").

               The parties agree that up to EIGHTY MILLION DOLLARS ($80,000,000)
               of the Investment, at the sole option and discretion of the
               Emphyteutic Lessee, may only be comprised of the Emphyteutic
               Lessee's Improvements.

               All the work the Emphyteutic Lessee performs with respect to the
               Existing Structures shall form part of the costs of the
               Investment. All costs incurred by the Emphyteutic Lessee with
               respect to the Investment (including, for greater certainty, the
               Initial Constructions), notably all soft and hard costs,
               consulting, engineering, architect, legal and permit costs, all
               capital costs, demolition costs, the cost of land preparation and
               generally all costs according to generally recognized accounting
               principles in Canada shall be accounted for and are included in
               the Investment. All costs (calculated as provided above) related
               to the Investment incurred by the Emphyteutic Lessee before and
               after the submission of the Investment Program to the City but
               before receiving

<Page>

                                      -19-

               a favourable opinion from the Director or as determined by
               arbitration, as the case may be, shall also be accounted for and
               included in the Investment. The costs incurred by the Emphyteutic
               Lessee before the execution of the Agreement and the recurrent
               operating expenditures of the Business shall not form part of the
               Investment.

               All improvements, facilities, constructions and work made or done
               by or on behalf of the Emphyteutic Lessee with respect to the
               Immoveable as well as all equipment, accessories, machinery and
               other assets brought by or on behalf of the Emphyteutic Lessee
               shall necessarily constitute either Constructions or Emphyteutic
               Lessee's Improvements. In case of doubt, the foregoing shall be
               deemed to constitute Emphyteutic Lessee's Improvements. For
               greater certainty, all restoration, repair, replacement,
               demolition, renovation or addition work to a Construction or to
               an Emphyteutic Lessee's Improvement shall be and shall be deemed
               to be a Construction or Emphyteutic Lessee's Improvement
               respectively, as the case may be

        4.1.2  The Investment Program shall, in general terms, describe the
               different elements of the Investment and contain an estimate of
               the various expenditure items. The Emphyteutic Lessee shall
               provide the City, from time to time, with the changes it has made
               to the initial Investment Program given to the City.

        4.1.3  The Emphyteutic Lessee shall invest the amounts contemplated in
               the Investment Program which have received the favourable opinion
               of the Director or as determined by arbitration, as the case may
               be, within four

<Page>

                                      -20-

               (4) years of the said opinion or arbitration decision, as the
               case may be.

        4.1.4  The Emphyteutic Lessee shall provide the City annually, at its
               expense, with a statement of the disbursements and costs incurred
               with respect to the Investment, produced by the outside auditors
               of the Emphyteutic Lessee, who shall be a recognized firm of
               chartered accountants, as long as the said statement has not
               demonstrated to the reasonable satisfaction of the City that the
               Investment has been made in accordance with the Investment
               Program.

        4.1.5  The Emphyteutic Lessee's obligation to make the Investment shall
               be guaranteed by a Letter of Credit cashable in Montreal, issued
               by a Canadian chartered bank, the whole according to the form and
               contents acceptable to the City, or any other document acceptable
               to the City at its sole and complete discretion (the "LETTER OF
               CREDIT") and, for such purpose, a Letter of Credit covering the
               first year of the Agreement has already been given to the City
               concurrently with the execution of the Agreement in an amount of
               NINE MILLION DOLLARS ($9,000,000), which amount shall be reduced
               annually by ten per cent (10%) of the amount invested with
               respect to the Investment by the Emphyteutic Lessee during the
               preceding year. To this effect, the Emphyteutic Lessee shall
               provide the City with all necessary documentation. The City may,
               without notice to the Emphyteutic Lessee being required, cash in
               the Letter of Credit if it is not renewed thirty (30) days before
               its maturity or if the City receives a notice from the issuer to
               the effect that it will not be renewed

<Page>

                                      -21-

               at maturity and another letter of credit is not provided to it
               before the said maturity.

        4.1.6  The plans and specifications for the Constructions shall comply
               with the by-laws in force when the necessary permits are
               obtained.

        4.1.7  All the above time limits shall be of the essence and constitute
               an essential condition of the Agreement, without which the City
               would not have signed the Agreement, unless the Emphyteutic
               Lessee is prevented by a fortuitous event, superior force or any
               event beyond the control of the Emphyteutic Lessee, a change in
               the law or delayed for any reason, event or circumstance
               attributable to the City or to any other government agency having
               jurisdiction, in all of which cases the time limits shall be
               extended by a period equal to the period of prevention taking,
               however, into consideration that the Emphyteutic Lessee shall not
               be required to carry out any Initial Constructions, Emphyteutic
               Lessee's Improvements or other work comprised in the Investment
               during the period from May 1st to September 30th inclusively, and
               the foregoing shall not have the effect of extending the four (4)
               year delay contemplated in sub-paragraph 4.1.3 except according
               to the provisions of this sub-paragraph 4.1.7.

               Should the Emphyteutic Lessee fail to perform its obligations
               under this paragraph 4.1, including the obligation to make the
               Investment and build the Initial Constructions in the manner and
               within the time limits mentioned above, the City may, upon one
               hundred and twenty (120) days' notice served on the Emphyteutic
               Lessee and any Hypothecary Creditor, and subject to its

<Page>

                                      -22-

               other rights and recourses, cash the Letter of Credit and
               terminate the Agreement according to the provisions and delays
               prescribed in Article 18 hereof. The City may not, however,
               attempt to terminate the Agreement or cash the Letter of Credit
               if, during the said one-hundred twenty (120) day period, the
               Emphyteutic Lessee deposits with the Trustee, or with another
               trustee reasonably acceptable to the parties, the unspent
               remainder of the Investment, in which case the said amount shall
               only be released to the Emphyteutic Lessee progressively as costs
               are incurred with respect to the Investment, it being understood
               that the Investment shall be completed, subject to the provisions
               of this sub-paragraph 4.1.7, within five (5) years as of the date
               of the favourable opinion of the Director with respect to the
               Investment Program or the arbitration decision, as the case may
               be, failing which the unspent remainder of the Investment shall
               be remitted by the Trustee to the City at the latter's request.

        4.1.8  During the term hereof, the Emphyteutic Lessee shall have the
               right at any time and from time to time to demolish, modify,
               replace, remove, dismantle, expand, upgrade or diminish any
               Emphyteutic Lessee Improvement, the Constructions (including any
               Emphyteutic Lessee's Improvements and Constructions not erected,
               made, done or installed pursuant to the Investment) and any of
               the Existing Structures, provided such work is carried out during
               the normal course of the operation of the Business.

        4.1.9  At the expiry of the term of the Agreement, the Emphyteutic
               Lessee shall have the right to remove, no later

<Page>

                                      -23-

               than the expiry date, all or part of the Emphyteutic Lessee's
               Improvements from the Immoveable. Should the Agreement be
               terminated, including further to a Default by the Emphyteutic
               Lessee which has not been cured within the time contemplated in
               Article 18, the Emphyteutic Lessee shall have the right, during a
               period of one hundred twenty (120) days of such termination, to
               remove from the Immoveable all or part of the Emphyteutic
               Lessee's Improvements. Any Emphyteutic Lessee's Improvements
               which have not been removed within the aforesaid time limit shall
               be deemed to be abandoned and, subject to the rights of any other
               person, the said Emphyteutic Lessee's Improvements, shall become
               the property of the City without recourse or further
               consideration. It is understood that all the Emphyteutic Lessee's
               Improvements (including the Emphyteutic Lessee's Improvements
               which have not been erected, made, done or installed in
               connection with the Investment) shall be and at all times remain,
               subject only to the foregoing provisions, the property of the
               Emphyteutic Lessee.

        4.1.10 At the expiry of the term hereof or any other termination hereof,
               including without limitation any termination by reason of a
               Default of the Emphyteutic Lessee which is not cured within the
               time limit contemplated in Article 18, all Constructions then
               located on the Immoveable shall remain thereon as the property of
               the City without compensation. The Emphyteutic Lessee covenants
               and agrees that the Constructions so left on the Immoveable shall
               have, subject to any termination of the Agreement in accordance
               with the provisions of paragraph 8.10, an initial cost
               (calculated in accordance

<Page>

                                      -24-

               with the provisions of sub-paragraph 4.1.1 hereof) of at least
               TEN MILLION DOLLARS ($10,000,000).

                                    ARTICLE 5
                                      TAXES

5.1.    The Emphyteutic Lessee shall, as of May 1, 2001 and for the period up to
        the expiry of the Agreement for any reason whatsoever, pay all the
        taxes, surtaxes, fees, royalties, permits, levies or contributions of
        any nature whatsoever which are or may be levied against the Complex and
        the Business.

                                    ARTICLE 6
                             MAINTENANCE AND REPAIRS

6.1.    Subject to the provisions of sub-paragraphs 4.1.8, paragraphs 7.3 and
        7.4 and paragraph 8.10 hereof, the Emphyteutic Lessee shall, throughout
        the term of the Agreement, at its expense, keep the Immoveable and the
        Constructions (including the Constructions made by the Emphyteutic
        Lessee which it was not required to make under the Agreement) in good
        condition (and, to this end, to make all necessary repairs), except for
        normal wear and tear and except for the Existing Structures which the
        Emphyteutic Lessee decides to demolish in connection with its operation
        of the Business. The City may, without obligation, upon prior written
        notice and at appropriate times, all parties acting reasonably, conduct
        periodic inspections of the state of the Immoveable and the
        Constructions.

6.2.    Subject to the provisions of sub-paragraph 4.1.8 and paragraph 8.10
        hereof, the Emphyteutic Lessee shall, throughout the term of the
        Agreement, ensure that the Emphyteutic Lessee's Improvements located on
        the Immoveable from time to time are in good

<Page>

                                      -25-

        condition, except for normal wear and tear, and for such purpose, it
        shall make all necessary repairs.

                                    ARTICLE 7
                             STATE OF THE IMMOVEABLE

7.1.    The Emphyteutic Lessee and the City agree that the Immoveable is being
        conveyed to the Emphyteutic Lessee with legal warranty as to title only,
        the Emphyteutic Lessee is taking the Immoveable in the state in which it
        is found, without warranty as to quality, at its risk and peril,
        declaring that it has seen and examined it and is satisfied therewith.
        The City hereby assigns to the Emphyteutic Lessee any and all warranty
        rights relating to the work performed by Third Parties on the Existing
        Structures or property acquired which is integrated into the existing
        Structures.

7.2.    The parties covenant and agree that the Emphyteutic Lessee is not
        required to and shall not prepare or have prepared a report on the
        Immoveable.

7.3.    The Emphyteutic Lessee shall have the building outlined in red on the
        plan attached hereto as Schedule 7.3, after being recognized as a true
        copy and signed NE VARIETUR by the representatives of the parties hereto
        and the undersigned Notary, demolished. Subject to obtaining all permits
        and other authorizations required by law, the said demolition work shall
        be completed no later than December 31, 2002. The cost of the demolition
        and landscaping shall be the object of an adjustment in connection with
        the Agreement for the Purchase of Assets.

7.4.    Notwithstanding any provision to the contrary, the City shall, at its
        expense, before December 31, 2001, complete the demolition of the
        building outlined in blue on the plan attached hereto as Schedule 7.3.
        The City shall leave the area occupied by the said building

<Page>

                                      -26-

        which is on the Immoveable in good condition and free of debris, as soon
        as the demolition is completed. The Emphyteutic Lessee may, at its risk
        and peril, use the part of the said buildingwhich is on the Immoveable,
        subject to any notice to the contrary which may be given by a competent
        authority, up to the date the demolition work begins.

        The Emphyteutic Lessee shall allow access to the City, its employees and
        contractors at reasonable times for the demolition of the said building.
        The City shall be liable for all damage caused to the Complex during or
        at the time of the demolition of the said building as well as for all
        Third-Party claims and all liability toward Third Parties with respect
        to the said building (except for the part which shall remain under the
        Emphyteutic Lessee's care until its demolition) and its demolition and
        the City shall indemnify the Emphyteutic Lessee for the foregoing; such
        material damage and such claims and liability shall be deemed to
        constitute Claims hereunder.

                                    ARTICLE 8
                                    INSURANCE

8.1.    In order to protect the City's interests in the Constructions and
        protect it from civil liability, the Emphyteutic Lessee agrees to
        purchase, before the work begins, and to maintain in effect throughout
        the duration of the work, at its expense, the following insurance
        policies:

        8.1.1  builder's all risk insurance covering damage to the Constructions
               being built, renovated or installed for each of the projects or
               in the form of wrap-up insurance for all the projects. The amount
               of insurance purchased shall be representative of the full value
               of the said project or all the projects upon completion of the
               work.

<Page>

                                      -27-

               The said policy shall name as insured the Emphyteutic Lessee and,
               as additional insureds according to their respective interests,
               the City, the client and the general contractor and its
               sub-contractors, if all the work to be performed is entrusted to
               a general contractor. The wording of the builder's risk insurance
               shall in no event be less broad than that of the IBC 4042 form or
               any form in replacement thereof, to which the endorsements
               relating to ground movement and flooding shall have been added.
               The insurer shall waive its subrogation right against the City.
               The said policy shall also include insurance protection against
               business interruption caused by construction or site delays. The
               said policy may contain one or more deductibles which shall not
               exceed $100,000 per event to be deducted from each claim, which
               deductibles shall be for the sole account of the Emphyteutic
               Lessee; and

        8.1.2  "wrap up" civil liability protection against the financial
               consequences of civil liability for which the insureds are
               responsible as a result of construction, renovation and
               installation activities related to the Constructions due in
               particular to bodily harm, damage to property and personal
               injury. Depending on the nature of the work, an endorsement with
               respect to pollution liability shall be added if available at a
               commercially reasonable rate. The said policy shall name as
               insured the Emphyteutic Lessee and as additional insureds,
               according to their respective interests the City, the client, the
               general contractor and its subcontractors, and all the
               professionals and consultants when they participate in the
               performance of the project. The said policy may contain one or
               more deductibles which shall not exceed

<Page>

                                      -28-

               $100,000 each to be deducted from each claim, which deductibles
               shall be for the sole account of the Emphyteutic Lessee.

8.2.    In order to protect the City's interests in the Constructions and
        protect it from civil liability, the Emphyteutic Lessee agrees to
        purchase, as of the execution of the Agreement, and to maintain in
        effect throughout the term of the Agreement, at its expense, the
        following insurance policies:

        8.2.1  a civil liability insurance policy (broad form) based on events
               covering the financial consequences of the activities of the
               Emphyteutic Lessee due in particular to bodily harm, damage to
               property and personal injury. The said policy shall name the City
               as additional insured in its capacity as emphyteutic owner of the
               Complex except for the Emphyteutic Lessee's Improvements. The
               insurance limit per event shall not be less than CDN$20,000,000
               and $20,000,000 per year of insurance. The said insurance policy
               may contain one or more deductibles which shall not exceed
               $250,000 each to be deducted from each claim, which deductibles
               shall be for the sole account of the Emphyteutic Lessee;

        8.2.2  complementary and excess civil liability umbrella insurance, the
               limit of which shall not be less than CDN$25,000,000 and
               $25,000,000 per year of insurance. The said insurance policy may
               contain one or more deductibles which shall not exceed $100,000
               each to be deducted from each claim, which deductibles shall be
               for the sole account of the Emphyteutic Lessee.

        8.2.3  environmental responsibility insurance based on claims for damage
               caused by underground reservoirs according

<Page>

                                      -29-

               to provisions comparable to those of similar insurance maintained
               by Six Flags, Inc. or Members of the Same Group for Six Flags
               Parks, provided that the said provisions at least meet industry
               standards. The said policy shall name the City as additional
               insured in its capacity as emphyteutic owner of the Complex
               except for the Emphyteutic Lessee's Improvements. The insurance
               limit per event shall not be less than CDN$10,000,000 per year of
               insurance. The said insurance policy may contain one or more
               deductibles which shall not exceed $250,000 each to be deducted
               from each claim, which deductibles shall be for the sole account
               of the Emphyteutic Lessee.

               The said insurance policy shall contain an endorsement for claims
               which may be made after the Agreement terminates but which arise
               out of events occurring during the term thereof.

        8.2.4  an all-risk insurance policy covering the Constructions. The said
               policy shall cover in particular all the Constructions which are
               insurable and normally insured which the Emphyteutic Lessee owns
               or leases as emphyteutic lessee under the Agreement. The
               Constructions shall be insured for an amount corresponding at all
               times to one hundred per cent (100%) of the replacement value.
               The said policy shall also include protection against business
               losses.

               The said insurance policy may contain one or more deductibles
               which shall not exceed $250,000 each, to be deducted from each
               claim, which deductibles shall be for the sole account of the
               Emphyteutic Lessee.

<Page>

                                      -30-

               The insurance form used shall in no event be less broad than the
               IBC 4037 form, or any form in replacement thereof, provided that
               if, during the term of the Agreement, the Emphyteutic Lessee
               cannot obtain insurance coverage with such wording at a
               commercially reasonable rate, the wording of the said policy
               shall be comparable to that of similar insurance maintained by
               Six Flags, Inc. or Members of the Same Group for parks it
               operates or owns (the "SIX FLAGS PARKS"), provided that the
               wording at least meets industry standards. Provided the
               Emphyteutic Lessee can obtain them at commercially reasonable
               rates, the following endorsements shall also be added to the
               insurance policy: an endorsement covering the risk of
               earthquakes, an endorsement covering the risk of flooding and
               sewer backups, an endorsement covering landslides and other
               ground movement, all endorsements relating to the consequences of
               legal provisions relating to construction. The annual insurance
               limit of the endorsement for earthquakes shall correspond to the
               total value of the Constructions if it can be obtained by the
               Emphyteutic Lessee at a commercially reasonable rate.

               The total value of the Constructions shall be determined
               periodically at the expense of the Emphyteutic Lessee by
               independent certified appraisers; and

        8.2.5  boiler and machinery insurance. The said policy shall cover in
               particular all pressurized vessels, whether heated or not, as
               well as any refrigeration or air conditioning container or pipes
               or any other pipes and their accessory equipment, any machinery,
               electrical power control panels and, generally, all objects which
               may

<Page>

                                      -31-

               normally be insured under boiler and machinery insurance. The
               said insurance policy may contain a deductible to be subtracted
               from each claim, which shall be for the sole account of the
               Emphyteutic Lessee and shall not exceed $100,000.

               The insurance policies described in paragraphs 8.2.4 and 8.2.5
               shall name the Emphyteutic Lessee as insured and the City as
               additional insured and include, if available at a commercially
               reasonable rate, a waiver by the insurers of subrogation against
               the City. Where applicable, the hypothecary creditors shall be
               designated as beneficiaries.

8.3.    The insurance policies described in paragraphs 8.1.1, 8.1.2, 8.2.1,
        8.2.2, 8.2.3, 8.2.4 and 8.2.5 shall contain an endorsement stating that
        the said policies may not be cancelled without sixty (60) days' prior
        notice to the City and contain clauses relating to recourses between
        co-insureds and severability of interest.

        The amount of protection of the policies described in paragraphs 8.2.1,
        8.2.2 and 8.2.3 as well as, where applicable, paragraphs 8.1.2 and
        8.1.2, their wording, the protection given by each policy and the
        deductibles applicable thereto may be adjusted where necessary by the
        Emphyteutic Lessee, considering what is done in the industry in Canada,
        in particular and without limiting the generality of the foregoing, to
        take account of any increase in construction costs, the cost of living,
        changes which may have occurred in the law, the economic, social or
        political situation existing at the time or in the risk, it being
        understood, however, that the protection required may not be reduced.

        The wording of the policies described in paragraphs 8.2.4 and 8.2.5, the
        protection given by each policy and the deductibles

<Page>

                                      -32-

        applicable thereto shall be reviewed where necessary by the Emphyteutic
        Lessee, considering what is done in the industry in Canada, in
        particular and without limiting the generality of the foregoing, to take
        account of any increase in construction costs, the cost of living,
        changes which may have occurred in the law, the economic, social or
        political situation existing at the time or in the risk, it being
        understood, however, that the protection required may not be reduced.

8.4.    The policies mentioned in paragraphs 8.1.1, 8.2.4 and 8.2.5 relating to
        damage with respect to the Constructions shall stipulate that the
        indemnities shall be payable jointly to the Emphyteutic Lessee, the City
        and any Hypothecary Creditor, according to their respective interests,
        and any indemnity less than $500,000 (as increased to take account of
        any variation in the consumer price index (Montreal; all items)
        published by Statistics Canada (or any other equivalent index set up to
        replace it) shall only be payable to the Emphyteutic Lessee and any
        indemnity equal to or greater than $500,000 (as increased to take
        account of any variation in the consumer price index (Montreal; all
        items) published by Statistics Canada (or any other equivalent index set
        up to replace it) shall be paid in accordance with the provisions of
        paragraph 8.5 hereof.

        The Emphyteutic Lessee agrees to give the City, care of the SERVICE DE
        DEVELOPPEMENT ECONOMIQUE ET URBAIN:

        8.4.1  copies of all insurance policies and endorsements contemplated
               and mentioned in paragraphs 8.1.1, 8.1.2, 8.2.1, 8.2.3, 8.2.4 and
               8.2.5 as soon as they are issued; and

        8.4.2  receipts evidencing the payment of the premiums for the above
               referred-to policies or the certificates of insurance within
               thirty (30) days of the premium term.

<Page>

                                      -33-

               Should the Emphyteutic Lessee fail to keep the Constructions
               insured and to hold or maintain in effect any other insurance
               contemplated herein, the City, after forty-eight (48) hours'
               written notice to the Emphyteutic Lessee, shall have the right to
               purchase such insurance from one or more insurance companies of
               its choice, the whole at the expense of the Emphyteutic Lessee

8.5     All insurance proceeds relating to damage or loss to the Constructions
        under policies contemplated in sub-paragraphs 8.1.1 (relating to damage
        insurance), 8.2.4 and 8.2.5 where the total amount of proceeds is equal
        to or greater than the amount contemplated in paragraph 8.4, shall be
        paid to the Trustee, who shall keep them in trust and apply them to
        payment of the cost of repairing, restoring, replacing, or rebuilding
        any Constructions as provided in paragraph 8.6 hereof, subject to the
        provisions of paragraph 8.10.

8.6     In the event of the destruction of part of the Constructions or damage
        caused by fire or any other cause, the Emphyteutic Lessee shall, as soon
        as possible but within no more than twelve (12) months and without
        jeopardizing more than one year of operation of the Business, except in
        the case of a fortuitous event, undertake and thereafter diligently
        pursue the restoration of the destroyed or damaged part of the
        Constructions to return them as much as possible to the state in which
        they were before the destruction or damage, or to any other state upon
        which the parties may mutually agree. In the event the insurance
        proceeds are deposited with it, the Trustee shall in such respect, from
        time to time, release the amounts of money deposited with it as
        contemplated in paragraph 8.5 to pay the Emphyteutic Lessee as and when
        the work to restore the destroyed or damaged part progresses, up to the
        expenses incurred in accordance with the certificate of progress issued
        from time to time by the architect in charge of the work. The
        Emphyteutic Lessee shall purchase new insurance for the

<Page>

                                      -34-

        Constructions during the reconstruction period up to the expiry of the
        term of the Agreement and the provisions of the insurance clauses
        contained in Article 8 shall apply to the said new insurance and so
        forth each time a loss occurs giving rise to a claim under any insurance
        policy. Upon completion of such repair, replacement, restoration or
        rebuilding in accordance with the provisions of the Agreement, and the
        full payment therefor, any insurance proceeds received by the Trustee
        with respect to the damage or destruction involved and not used shall be
        remitted to the Emphyteutic Lessee if the destruction or the damage
        occurs before the fifty-fifth anniversary of the Agreement or, if the
        said damage or destruction occurs after the said anniversary, they shall
        be distributed among the parties according to the provisions of
        Article 24 of the Agreement.

        Notwithstanding the foregoing, the Emphyteutic Lessee may, during the
        normal course of operation of the Business, choose not to rebuild
        certain Constructions, provided, however, that the remaining
        Constructions have an Initial Cost of TEN MILLION DOLLARS ($10,000,000),
        in which case the obligation to restore shall be limited to the said
        amount of the Initial Cost of the remaining Constructions.

        For the purposes of this paragraph 8.6 only, "INITIAL COST" shall mean:

        i)     for the remaining Constructions which have been made or built
               before the expiry of the five-year period required for the
               erection of the Initial Constructions, the cost of the said
               remaining Constructions effectively incurred initially by the
               Emphyteutic Lessee, calculated dollar for dollar;

        ii)    for the remaining Constructions which have been made or built
               after the expiry of the five-year period required for the
               erection of the Initial Constructions, the cost of the said

<Page>

                                      -35-

               remaining Constructions effectively incurred initially by the
               Emphyteutic Lessee, calculated dollar for dollar and reduced to
               take account of inflation between the end of the aforementioned
               five-year period and the dates on which the initial costs of the
               said Constructions were incurred, according to the consumer price
               index (Montreal; all items) published by Statistics Canada.

               To the extent that, during the normal course of the operation of
               the Business, the Emphyteutic Lessee decides not to rebuild the
               Constructions and provided that the obligation of the Emphyteutic
               Lessee to maintain the remaining Constructions having an Initial
               Cost of at least TEN MILLION DOLLARS ($10,000,000), and provided
               such remaining Constructions are in the state of maintenance and
               repair required by the Agreement, the Emphyteutic Lessee shall
               keep the balance of the insurance proceeds to be used at its
               discretion if the destruction or damage to the Constructions
               occur before the fifty-fifth anniversary of the Agreement, even
               if the proceeds have been given to the Trustee. If the
               destruction or damage occurs after such anniversary, the said
               balance of insurance proceeds shall be divided among the parties
               according to the provisions of sub-paragraph 24.2.2 of the
               Agreement.

        8.6.1  As used herein, the term "TRUSTEE" shall mean any trustee or
               recognized trust company with offices located in Montreal,
               mutually approved by the Emphyteutic Lessee and the City.

        8.6.2  The Trustee shall hold the proceeds of insurance in trust and
               make disbursements thereof specifically limited to the proceeds
               of physical property damage insurance described in sub-paragraphs
               8.2.4 and 8.2.5.

<Page>

                                      -36-

        8.6.3  All costs incurred by the Trustee shall be paid by the
               Emphyteutic Lessee. For greater certainty, the said costs shall
               not be paid from the insurance proceeds or from the revenue
               generated from the said insurance proceeds.

8.7     The Emphyteutic Lessee and the City hereby release each other from any
        and all liability (to the other or anyone claiming through or under the
        other by way of subrogation or otherwise) for any loss or damage to real
        or personal property on or forming part of the Complex caused by fire or
        any other insured risk or a risk which should have been insured, even if
        such fire or other casualty shall have been caused by the fault or
        negligence of the other party or anyone for whom such party may be
        responsible. The said release by the City in favour of the Emphyteutic
        Lessee shall only apply if the insurance proceeds are in fact paid in
        full under one or more policies in accordance with the provisions of
        this Article 8 and paragraph 24.2.3 is compiled with in circumstances
        where it applies.

8.8     Before beginning any restoration in accordance with the provisions of
        paragraph 8.6, where the estimated cost of the work is greater than
        $500,000, the Emphyteutic Lessee shall comply MUTATIS MUTANDIS with the
        provisions of sub-paragraphs 8.1.1 and 8.1.2 hereof.

8.9     Should the indemnities paid by the insurer(s) be insufficient to
        complete the restoration of the destroyed or damage part, the
        Emphyteutic Lessee shall nonetheless complete the restoration work and
        pay the cost in excess of such indemnities in the circumstances and to
        the extent that it is required to proceed with the restoration under
        paragraph 8.6.

8.10    In the event that, for any reason whatsoever, the Constructions are
        totally destroyed or damaged to the point of being unusable for the

<Page>

                                      -37-

        purposes of the Agreement, the Emphyteutic Lessee shall so notify the
        City within thirty (30) days of the destruction or damage.

        If there occurs during the last ten (10) years of the Agreement damage
        or destruction and the cost of repairing, restoring, replacing or
        rebuilding the Constructions or the Emphyteutic Lessee's Improvements
        shall exceed fifty percent (50%) of the replacement cost of the
        Constructions or the Emphyteutic Lessee's Improvements, as the case may
        be, as reasonably determined by the Emphyteutic Lessee, the Emphyteutic
        Lessee may elect to terminate the Agreement and, in such event, the
        Emphyteutic Lessee shall give thirty (30) days written notice to the
        City of its election and the Agreement shall thereupon terminate thirty
        (30) days after receipt by the City of such notice, and any insurance
        proceeds relating to the Constructions shall be distributed in
        accordance with paragraph 24.2.2.

8.11    The Emphyteutic Lessee shall also purchase and maintain in effect, at
        its expense, civil liability insurance covering the holding of special
        events and in particular the international fireworks competition (which
        shall comply with the requirements relating to the other civil liability
        insurance).

8.12    The Emphyteutic Lessee shall purchase all the insurance contemplated in
        the Agreement from financially sound and recognized insurers who shall
        be authorized to do business in the Province of Quebec and hold an A-/7
        rating (or greater) determined according to AMBEST (or its successors)
        or any other equivalent rating applicable at the time and, should there
        be no insurers holding such a rating, from insurers having the next best
        rating.

8.13    None of the provisions of this Article 8 shall be interpreted so as to
        make the City liable for risks against which the Emphyteutic Lessee is
        insured.

<Page>

                                      -38-

8.14    The Emphyteutic Lessee shall purchase property insurance with respect to
        the Emphyteutic Lessee's Improvements and business interruption
        insurance similar to that which Six Flags, Inc. or a Member of the Same
        Group maintains from time to time for a majority of the Six Flags Parks
        comparable to the Business. The Emphyteutic Lessee shall ensure that the
        insurance policies contemplated in this paragraph include a waiver by
        the insurers to subrogation against the City. All insurance proceeds
        under the insurance policies contemplated in this paragraph 8.10 as well
        as under any other insurance policy which the Emphyteutic Lessee may
        hold, except that required under sub-paragraphs 8.2.4 and 8.2.5, are for
        the sole benefit of and shall be paid to the Emphyteutic Lessee.

                                    ARTICLE 9
                               USE OF THE COMPLEX

9.1     The Complex may only be used for the purposes of at least a regional
        amusement, recreational entertainment or theme park, including, without
        limitation, such attractions, recreational facilities, amenities,
        parking, retail facilities or supporting facilities, complementary or
        ancillary uses or facilities such as, without limitation, a water park,
        animal attraction, movie attraction and any other attraction, theme or
        concept operated from time to time, directly or indirectly, by Six
        Flags, Inc. (or its successors or any person which is a Member of the
        Same Group as it) in any of its other parks, as the Emphyteutic Lessee
        deems necessary or desirable from time to time, the whole subject to the
        zoning by-laws in effect at the time; the Complex shall be open to the
        general public during the days and hours determined from time to time by
        the Emphyteutic Lessee, against admission or use fee or other charge by
        the Emphyteutic Lessee (the "BUSINESS").

<Page>

                                      -39-

        The Emphyteutic Lessee shall continue to operate the Business throughout
        the term of the Agreement during the days and hours determined from time
        to time by the Emphyteutic Lessee. Should the Emphyteutic Lessee cease
        operating the Business during a period exceeding two (2) consecutive
        operating seasons, the City may terminate the Agreement in accordance
        with the provisions of Article 18.

        If the Emphyteutic Lessee also wishes to build and operate a hotel on
        the Complex which involves a change in the zoning by-laws, the City
        agrees to review any request to do so. The purpose of this paragraph is
        not to limit the discretionary authority of the City to follow up on
        such a request, which must comply with regulatory procedures.
        Furthermore, the City informs and the Emphyteutic Lessee acknowledges
        that the construction of a hotel does not comply with the zoning by-laws
        applicable as of the date hereof.

                                   ARTICLE 10
                                   PARKING LOT

10.1    The part of the Immoveable outlined in green on the plan attached hereto
        as Schedule 7.3 (hereinafter referred to as the "PARKING LOT") may only
        be used for paying or non-paying parking, at the discretion of the
        Emphyteutic Lessee.

10.2    The Emphyteutic Lessee shall operate or cause the Parking Lot to be
        operated for clients of the Complex and users of Parc Jean-Drapeau
        during the season and the hours of the season in which the Business is
        operated on the Complex. For greater certainty, all revenues derived
        from parking activities, the facilities related to the Parking Lot and
        the Parking Lot are for the sole benefit and account of the Emphyteutic
        Lessee, except only where they are operated by the City according to the
        following terms. Outside the operating season of the Business, should
        the Emphyteutic Lessee

<Page>

                                      -40-

        elect from time to time in its sole discretion not to operate the
        Parking Lot, the City shall be entitled to use, at its sole cost,
        including all snow removal, security, lighting and other costs and
        maintenance, but without rent payable to the Emphyteutic Lessee, the
        Parking Lot for users of Parc Jean Drapeau. During any use by or for the
        City of the Parking Lot, the City shall be responsible for and shall
        indemnify the Emphyteutic Lessee from and against all property damage
        caused to the Parking Lot or the Complex by any person and for Third
        Party claims and liability resulting from its use of the Parking Lot and
        shall indemnify the Emphyteutic Lessee therefor; such material damage
        and such claims and liability shall be deemed to constitute Claims
        hereunder.

                                   ARTICLE 11
                                     MARINA

11.1    The Emphyteutic Lessee shall continue to operate the marina (the
        "MARINA") located on the part of the Immoveable identified in red on the
        plan attached hereto as Schedule 7.3 (the "MARINA LAND") for the 2001,
        2002, 2003 and 2004 seasons only, the whole in accordance with the laws
        and regulations in force. The Marina shall offer services at least
        equivalent to those offered during the year two thousand (2000).

11.1.2  After the close of the 2004 season, the Emphyteutic Lessee shall have
        the right at any time to cease operating the Marina by giving one year's
        notice to the City; accordingly, to cease operating the Marina at the
        end of the Business's 2004 season, the Emphyteutic Lessee shall give the
        said notice to the City no later than the end of the Business's 2003
        season. The City shall notify the Emphyteutic Lessee in writing before
        the date the Emphyteutic Lessee will cease operating the Marina whether
        it will or will not operate the Marina. Should the aforesaid written
        notice of the City not be

<Page>

                                      -41-

        received by the Emphyteutic Lessee within the said delay, the City shall
        be deemed to have refused to operate the Marina. Should, at the expiry
        of the said delay, the City have refused or be deemed to have refused to
        operate the Marina, the Emphyteutic Lessee may cease operating the
        Marina, for any period of time the Emphyteutic Lessee elects, in its
        sole discretion. Should, at the expiry of the aforesaid delay, the City
        have notified the Emphyteutic Lessee in writing that it shall operate
        the Marina, the Emphyteutic Lessee shall cease operating the Marina and
        the City and the Emphyteutic Lessee shall, forthwith and before the City
        or an assignee thereof operates the Marina, execute an addendum to the
        Agreement whereby the Marina Land shall revert to the City with the
        Constructions built thereon, the whole without compensation or reduction
        of the Price.

        For greater certainty, it is understood and agreed that the City shall
        have no claim whatsoever against the Emphyteutic Lessee should the
        Emphyteutic Lessee, at any time after the close of the 2004 season,
        elect not to operate the Marina as aforesaid, and the only right of the
        City shall be to remove the Marina Land from the Agreement in accordance
        with the foregoing provisions. The City may, at its discretion, further
        to the execution of such addendum, operate the Marina itself or assign
        the operation to a Third Party of its choice.

        In the aforesaid addendum, the Emphyteutic Lessee shall grant the City,
        without compensation or reduction in the Price, all the servitudes
        reasonably necessary to allow access to the Marina by users and
        representatives of the City and, if applicable, to the City's assignee,
        and to allow the Marina to be connected to public utilities.

<Page>

                                      -42-

                                   ARTICLE 12
                          OPTICAL ORBIT SCULPTURE NO. 2
                             AND EXPO-EXPRESS BRIDGE

12.1    The Emphyteutic Lessee and the City acknowledge and agree that the
        sculpture called "OPTICAL ORBIT NO. 2" by artist Gerald Gladstone (the
        "SCULPTURE") is and shall remain the property of the City and shall not
        form part of the Immoveable. The Sculpture is indicated in red on the
        plan attached hereto as Schedule 7.3.

12.2    The City may restore the Sculpture, but outside of any operating season
        of the Business and upon five (5) days prior written notice to the
        Emphyteutic Lessee. The City shall maintain the Sculpture according to
        trade practice throughout the term of the Agreement. To the extent
        possible, the City shall perform such maintenance outside the period
        between the months of May and September inclusively and upon five (5)
        days prior written notice to the Emphyteutic Lessee. The City may, at
        its expense, at any time outside the said months, remove the Sculpture
        from the Immoveable, in which case it shall repair any damage caused to
        the Complex by such removal. The Emphyteutic Lessee shall allow access
        to the City, its employees and contractors at the times hereinabove
        mentioned and at reasonable hours, for the restoration, maintenance or
        removal purposes hereinabove mentioned.

12.3    During the time the Sculpture is on the Immoveable, the City shall be
        responsible for all material damage caused to the Complex by the
        Sculpture or by any person during maintenance or restoration thereof as
        well as for all Third Party claims and liability relating to the
        Sculpture, unless such claim is the result of the fault of the
        Emphyteutic Lessee or persons for whom it is responsible, its
        restoration and maintenance and shall hold the Emphyteutic Lessee
        harmless against the foregoing, such material damage and such claims and
        liability being deemed to constitute Claims hereunder.

<Page>

                                      -43-

        The Emphyteutic Lessee shall, however, for safety reasons, ensure that
        access to the Sculpture is limited according to the reasonable
        directions given by the City from time to time to such effect.

12.4    The Emphyteutic Lessee and the City acknowledge and agree that the
        pillars, abutment wall, concrete structure and metal structure
        overhanging them of the former train known as the Expo-Express indicated
        in red on the plan attached hereto as Schedule 7.3, are and shall remain
        the property of the City and do not form part of the Immoveable. The
        provisions of paragraph 12.2 with respect to maintenance, the
        indemnification given by the City, the right of access granted to the
        City and the obligation to limit access for safety reasons shall apply
        MUTATIS MUTANDIS to the pillars, abutment wall and concrete structure.
        However, the Emphyteutic Lessee may, if it considers it advisable,
        demolish the abutment wall and the concrete structure but not the pillar
        and the metal structure, if it demonstrates to the satisfaction of the
        Director of Public Works of the City that the stability of the remaining
        structure of the bridge will not be affected.

                                   ARTICLE 13
                              ACCESS TO THE COMPLEX

13.1    Provided the general conditions for maintaining or putting into
        operation public transit of the SOCIETE DE TRANSPORT DE LA COMMUNAUTE
        URBAINE DE MONTREAL or any successor person or organization (the
        "STCUM") are met, the City shall use its best efforts under the
        circumstances to ensure that, at all times during the days and hours of
        operation of the Business throughout the term of the Agreement, the
        STCUM shall provide a shuttle service from the Ile Ste-Helene metro
        station to the entrance of the Immoveable.

13.2    Should, at any time throughout the term of the Agreement, such a shuttle
        service or other public transit not be provided by the

<Page>

                                      -44-

        STCUM despite the City's best efforts, the City shall allow the
        Emphyteutic Lessee, without additional compensation or reduction of the
        Price but at the expense of the Emphyteutic Lessee, to set up itself or
        have set up on its behalf by a Third Party a bus or other public transit
        service between the said metro station and the entrance to the
        Immoveable and, for such purpose, it shall allow and authorize the
        necessary vehicles to use the existing roads to ensure such
        transportation, according to the most reasonably convenient route, which
        shall be determined by the City, taking account of the interests of all
        users of Ile Ste-Helene. In the event the Emphyteutic Lessee sets up
        itself or has set up on its behalf by a Third Party the above-described
        public transit, the Emphyteutic Lessee or Third Party shall obtain all
        permits required therefor. During the entire period during which the
        Emphyteutic Lessee itself or a Third Party on its behalf operates the
        above-described public transit, the Emphyteutic Lessee shall be
        responsible for all property damage caused by the said public transit as
        well as for all Third Party claims with respect to the said service and
        shall indemnify the City for the foregoing; such property damage and
        such claims and liability shall be deemed to constitute Claims
        hereunder.

13.3    The City agrees and warrants that, at all times throughout the term of
        the Agreement, all access roads for motorized vehicles to the Immoveable
        from the ramps for the Jacques-Cartier bridge and all exit roads from
        the Immoveable for motorized vehicles towards the ramps for the
        Jacques-Cartier bridge (the said access and exit roads being indicated
        in red on the plan attached hereto as Schedule 7.3) shall be available
        free of charge to any person wishing to enter or exit the Immoveable,
        and shall be maintained for such purposes as all other streets of the
        City.

        Before executing the Agreement, the City represents that it has obtained
        in favour of the Immoveable rights of passage and access

<Page>

                                      -45-

        from the owner of the sections of the access and exit roads which do not
        belong to the City indicated in blue on the aforementioned plan.

                                   ARTICLE 14
                       INTERNATIONAL FIREWORKS COMPETITION

14.1    The Emphyteutic Lessee agrees to continue to hold annually on the
        Complex an international fireworks competition of the same nature and
        extent as that held on the Complex during the year two thousand (2000)
        unless the cost of police and fire services makes the operation
        unprofitable. Notwithstanding the foregoing undertaking, and in addition
        to the above-described exception, the Emphyteutic Lessee's obligation in
        such respect shall cease on the later of the following dates:

        a)     the date the Emphyteutic Lessee does not succeed, despite its
               reasonable efforts, to enter into a contract with a reasonably
               acceptable sponsor on terms the Emphyteutic Lessee deems
               reasonably acceptable; or

        b)     the tenth (10th) anniversary of the date the Agreement is
               executed.

        In the event that, under the circumstances described above, the
        Emphyteutic Lessee ceases to hold such a competition, it agrees to, at
        the request of the City, assign to it any right it may then have with
        respect to such a competition, provided the Emphyteutic Lessee and the
        City enter into a mutually satisfactory agreement (both parties acting
        reasonably) if the parties wish the said competition to continue to take
        place on the Immovable.

<Page>

                                      -46-

                                   ARTICLE 15
                                   FREE PASSES

15.1    The Emphyteutic Lessee shall give City each year, no later than the
        first (1st) of April of the year in question, ten thousand (10,000)
        day passes allowing access to the Rides and other similar activities,
        free of charge. The said passes may be distributed by the City to the
        persons of its choice, in its complete discretion.

                                   ARTICLE 16
                                   ENVIRONMENT

16.1    For the application of this Article:

        "ENVIRONMENTAL LAW" means any law, regulation, treaty, decree, order,
        direction policy, guideline, notice, permit, certificate, approval or
        authorization having force of law issued by a federal, provincial or
        municipal jurisdiction relating to the environment, occupational health
        and safety, product or transportation liability, as amended from time to
        time, as well as any similar law or any law in replacement thereof
        including, without limiting the generality of the foregoing, those
        relating to:

               (i)     the protection, conservation or restoration of the
                       natural environment (the atmosphere, soil or surface or
                       underground water);

               (ii)    the production, handling, treatment, storage,
                       transportation and removal of dangerous or residual
                       matter or substances or any operation relating thereto;
                       and

               (iii)   matter, substances and conditions prohibited, controlled
                       or otherwise regulated including, without limiting the
                       generality of the foregoing, dangerous

<Page>

                                      -47-

                       materials and underground and aboveground reservoirs.

16.2    Throughout the term of the Agreement and during the entire period during
        which the Complex is occupied by the Emphyteutic Lessee, the Emphyteutic
        Lessee agrees to the following, to the complete exoneration of the City:

        a)     at any time, in all respects, that the Business shall be operated
               in accordance with all applicable Environmental Laws;

        b)     to notify the City forthwith of the receipt of any notice, order,
               draft order, report of an infringement or criminal or statutory
               action, injunction or class action relating to the presence,
               known or alleged, of contaminants in, on, under or emanating from
               the Complex or any alleged violation of an Environmental Law; and

        c)     allow the City to verify the compliance by the Emphyteutic
               Lessee with the provisions of the Agreement by giving it access,
               upon five (5) days' prior notice, to the Complex in order to
               conduct the visual inspections or samplings, in which case the
               City agrees to repair forthwith any damage caused to the Complex,
               as well as to provide the City with copy of any document required
               by it in such respect and in the Emphyteutic Lessee's possession.

16.3    Should the Emphyteutic Lessee fail to comply with any of the provisions
        of this Article, the City may, although it shall not be required to,
        after forty-five (45) days' written notice to the Emphyteutic Lessee,
        and except in the case of emergency in which case no notice shall be
        required to be sent, perform or cause to be performed the work required
        to comply therewith, including the correction of damage caused by the
        said non-compliance, the reasonable

<Page>

                                      -48-

        costs of which shall be paid by the Emphyteutic Lessee to the City on
        demand. For the purposes of the application of the provisions of this
        Article, it is agreed that all the work shall be performed in accordance
        with the standards and requirements which may be described from time to
        time in the Environmental Laws as well as in those generally applied in
        such cases which may be set forth in guidelines or policies, including
        in particular the POLITIQUE DE PROTECTION DES SOLS ET REHABILITATION DES
        TERRAINS CONTAMINES [Policy for the Protection of the Soil and the
        Restoration of Contaminated Land] dated 1998 or any similar document
        issued in replacement thereof.

                                   ARTICLE 17
                                   SERVITUDES

17.1    There are certain waterworks, sewer and public utility facilities on the
        Immoveable belonging to the City which serve the Immoveable and other
        adjacent immoveables. Some of the facilities are shown in orange, green
        and blue on the plan attached hereto as Schedule7.3 while others,
        although they exist as of the date the Agreement is executed, do not
        appear on the said plan; however, the City shall furnish a plan to the
        Emphyteutic Lessee showing them no later than one hundred eighty (180)
        days following the execution hereof (which plan shall form part hereof
        by addendum hereto) (collectively the "FACILITIES").

17.2    The City needs to hold all the rights required to ensure the presence,
        maintenance and replacement of the Facilities. Accordingly, the
        Emphyteutic Lessee hereby constitutes in favour of the plots of land
        hereinafter described, as the dominant land and affecting the Complex as
        servient land, a real servitude for the term of the Agreement affecting
        the portion of the Complex where the Facilities are located, as the
        servient land, allowing the City to place,

<Page>

                                      -49-

        build, maintain, repair, replace, remove, inspect and operate throughout
        the term of the Agreement the Facilities, including the cables, wires,
        conduits, meters, control systems, control stations, joints,
        apparatuses, equipment, terminal points and any other equipment and
        accessory relating to this type of construction, necessary or useful for
        the proper operation of the Facilities in, on, under, above and
        throughout the Complex at the places where the Facilities are currently
        located and at any other place on the Complex required by the City from
        time to time and reasonably acceptable to the Emphyteutic Lessee. Any
        repair, replacement, removal, addition or other work to the Facilities
        shall be carried out by the City only after a five (5) day prior written
        notice to the Emphyteutic Lessee, except in the case of an emergency. To
        the extent possible, the City shall effect any of the foregoing outside
        the operating season of the Business and so as not to negatively affect
        the operation of the Business.

        The dominant land is described as follows:

        a)     Lot THREE HUNDRED THREE (303) of the cadaster of the Parish of
               Saint-Antoine-de-Longueuil, registration division of Chambly,
               less and to be deducted the following parts of the said lot:

               i)   part of original lot THREE HUNDRED THREE (303) (Pt. 303) of
                    the said cadaster:

                    of irregular figure;

                    bounded on the north-west, north, north-east, east and
                    south-east by lot 2424, to the south-east, south-west and
                    north-west by part of the said lot 303, forming part of the
                    right-of-way of the Jacques-Cartier bridge and to the west
                    by another part of the said lot 303;

<Page>

                                      -50-

                    measuring one thousand four hundred fifty-one and six-tenths
                    meters (1,451.6m) to the west, north-west, north,
                    north-east, east and south-east along a serpentine line,
                    ninety-seven and eighty one-hundredths meters (97.80m) to
                    the south-west, three and fifty-nine one-hundredths meters
                    (3.59m) to the north-west, twenty-three and sixty-eight
                    one-hundredths meters (23.68m) to the south-west and
                    ninety-five one-hundredths of a meter (0.95m) to the
                    south-east;

                    containing an area of one hundred thirty-three thousand nine
                    hundred sixty-five and four one-hundredths square meters
                    (133,965.4m(2)).

               ii)  Part of original lot THREE HUNDRED THREE (Pt. 303) of the
                    said cadaster:

                    of irregular figure;

                    bounded to the north-west and north-east by another part of
                    the said original lot (Pt. 303), forming part of the
                    right-of-way of the Jacques-Cartier bridge and to the
                    south-east and south by lot 2429 and to the west by another
                    part of the said original lot 303;

                    measuring four and forty-five one-hundredths meters (4.45m)
                    to the north-east, ten and twenty-seven one-hundredths
                    meters (10.27m) to the north-west, ninety-three and eight
                    one-hundredths meters (93.08m) to the north-east and one
                    hundred sixteen and seventy-one one-hundredths meters
                    (116.71m) to the south-east, south and west along a
                    serpentine line;

<Page>

                                      -51-

                    containing an area of two thousand fifty and eight tenths
                    square meters (2,050.8m(2))

        b)     Lot THREE HUNDRED FOUR (304) of the said cadaster less and to be
               deducted the following parts of the said lot:

               i)   Part of original lot THREE HUNDRED FOUR (Pt. 304) of the
                    said cadaster:

                    of irregular figure;

                    bounded to the north-west, north, north-east and east by lot
                    2424 and to the east, south-east, south and south-west by
                    part of the said lot 304, forming part of the right-of-way
                    of the Jacques-Cartier bridge;

                    measuring one hundred ninety-seven and one-tenth meters
                    (197.1m) to the north-west, north, north-east and east along
                    a serpentine line, one hundred three and thirty-five
                    one-hundredths meters (103.35m) measured along the arc of a
                    circle having a radius of seventy-two and eleven
                    one-hundredths meters (72.11m) to the south-east, south and
                    south-west, twenty-one and fifty-two one-hundredths meters
                    (21.52m) to the south, eleven and four one-hundredths meters
                    to the east (11.04m), eleven meters and ninety-five
                    one-hundredths meters (11.95m) to the south and thirty-four
                    and sixty-two one-hundredths meters (34.62m) to the
                    south-west;

                    containing an area of four thousand seven hundred
                    thirty-nine and one-tenth square meters (4,739.1m(2)).

<Page>

                                      -52-

               ii)  Part of original lot THREE HUNDRED FOUR (Pt. 304) of the
                    said cadaster:

                    of irregular figure;

                    bounded to the north-east by another part of the said
                    original lot 304, forming part of the right-of-way of the
                    Jacques-Cartier bridge, to the north-east, east, south-east
                    and south by another part of the said original lot 304 and
                    to the south-west, west and north-west by lot 2429;

                    measuring twenty and eighteen one-hundredths meters (20.18m)
                    to the north-east, one hundred thirty-eight and twenty-seven
                    one-hundredths meters (138.27m), twenty-eight and
                    seventy-one one-hundredths meters (28.71m), thirty-four and
                    twelve one-hundredths meters (34.12m), twenty-one and
                    twenty-two one-hundredths meters (21.22m), fifty and sixty
                    one-hundredths meters (50.60m) to the south-east, sixteen
                    and ninety-one one-hundredths meters (16.91m), nine and
                    seventy-two one-hundredths meters (9.72m) to the north-east,
                    twenty-one and fifty-eight one-hundredths meters (21.58m) to
                    the east, two and eighty one-hundredths meters (2.80m) to
                    the south, six and fifty-eight one-hundredths meters (6.58m)
                    to the south-east and three hundred forty and ninety-four
                    one-hundredths meters (340.94m) to the south-west, west and
                    north-west measured along a serpentine line;

                    containing an area of five thousand five hundred
                    seventy-four and seven tenths square meters (5,574.7m(2)).

<Page>

                                      -53-

               iii) Part of original lot THREE HUNDRED FOUR (Pt. 304) of the
                    said cadaster:

                    of irregular figure;

                    bounded to the north-east, east, south-east and south by
                    another part of original lot 304, to the south-west, west
                    and north-west by lot 2429;

                    measuring one hundred seven and thirty-six one-hundredths
                    meters (107.36m) to the east, fifty-six and fifty-eight
                    one-hundredths meters (56.58m) to the south-east, forty-five
                    and sixty-four one-hundredths meters (45.64m), fifty-four
                    and sixteen one-hundredths meters (54.16m), ninety-four and
                    thirty one-hundredths meters (94.30m), eighteen and
                    twenty-seven one-hundredths meters (18.27m) to the east,
                    thirteen and eighty-five one-hundredths meters (13.85m) to
                    the north-east, eighty-eight and forty-eight one-hundredths
                    meters (88.48m) to the east, twenty-four and twenty-five
                    one-hundredths meters (24.25m) to the south and four hundred
                    eighty-six and forty-one one-hundredths meters (486.41m) to
                    the south-west, west and north-west measured along a
                    serpentine line;

                    containing an area of four thousand two hundred thirty-nine
                    and two-tenths square meters (4,239.2m(2)).

        c)     Lot TWO THOUSAND FOUR HUNDRED THIRTY-ONE (2431) of the said
               cadaster;

        d)     Lot THREE HUNDRED FIVE (305) of the said cadaster.

<Page>

                                      -54-

        Without limiting the generality of the foregoing, this servitude shall
        include, among others, the following rights in favour of the City:

        17.2.1 subject to the foregoing, the right to enter, have access to
               or leave the Complex at any reasonable time and upon five (5)
               days' prior written notice to the Emphyteutic Lessee (except in
               the case of an emergency), by foot or in a vehicle but only for
               the purpose of accessing the Facilities;

        17.2.2 the right to cut, trim and remove at any time trees, bushes,
               shrubs, branches, roots and stumps that inhibit or endanger the
               operation of the Facilities and to prevent or restrain the growth
               thereof and to remove any obstacle which may at any time inhibit
               or endanger the operation of the Facilities;

        17.2.3 the right to keep at all times the Facilities and their
               immediately surrounding area free and/or require that they be
               kept free of any object, obstacle, structure, fence, debris and
               vehicle that inhibits or endangers the operation of the
               Facilities.

17.3    The City shall be solely responsible for the maintenance, repair and
        replacement of the Facilities and shall maintain the same in a good
        state of repair. The City shall be responsible for all material damage
        which may, during the performance of any repair, replacement, removal,
        addition or other work, with respect to the Facilities or their
        operation, be caused by the City, its employees or contractors.

17.4    The Emphyteutic Lessee may not, without the prior written permission of
        the City, dig, drill, install, erect, build or allow anyone to dig,
        drill, install, erect or build in, on, under, above and throughout the
        Facilities any immoveable, pit, excavation, foundation or

<Page>

                                      -55-

        other structure or equipment, nor perform or allow to be performed
        excavation, levelling, raising, filling, or the like in, on, under,
        above and throughout the Facilities, but the Emphyteutic Lessee may also
        use and enjoy the land on which or above which the Facilities are
        situated to the fullest extent possible under the circumstances,
        including paved or unpaved parking facilities, provided such use or
        enjoyment does not inhibit in a substantive manner the rights of the
        City recognized herein or endanger the operation of the Facilities.

17.5    The City agrees to remove forthwith from the Complex all garbage and
        excavation debris resulting from any work relating to the Facilities.
        Without derogating from the foregoing, such debris and garbage shall not
        be stored at any time except on a temporary basis, while waiting for
        their removal, as aforesaid, on the Complex at any location that is
        detrimental to the operation of the Complex or the Business.

17.6    The total or partial loss of the Facilities shall not terminate the
        rights granted hereunder in favour of the City provided the City
        rebuilds, restores or repairs them within a reasonable period of time.

17.7    Should the Facilities be abandoned or no longer be operated, the City
        shall have the option of leaving the Facilities in place without
        indemnity or compensation, in which case this servitude shall terminate
        with respect to the Facilities so abandoned or which the City has ceased
        operating.

17.8    To the east of the part of the Complex made up of part of lot 304 of the
        Parish of Saint-Antoine de Longueuil there is a wall, fence and
        embankment (collectively the "EMBANKMENT"), which are indicated on the
        plan attached hereto as Schedule 7.3. The Emphyteutic Lessee hereby
        constitutes in favour of the Embankment, and the immoveable belonging to
        the City described in paragraph

<Page>

                                      -56-

        17.2 hereof, as dominant land, a real servitude for the duration of the
        Agreement affecting the part of the Complex described in paragraphs 28
        g), 28 h) and 28 i) comprising the right of the City and its
        representatives to enter on the Complex, to have access to it at any
        time upon five (5) days' written notice to the Emphyteutic Lessee, by
        foot or in vehicles in order to reach the Embankment. To the extent
        possible, the City must exercise its rights under this paragraph 17.8 so
        as not to have a negative impact on the operation of the Business and,
        as far as possible, outside of the operating season thereof.

                                   ARTICLE 18
                                     DEFAULT

18.1    Subject to sub-paragraph 4.1.7, should the Emphyteutic Lessee fail to
        fulfil its obligations and observe any provision of the Agreement or the
        obligations resulting therefrom and should such infringement or default
        not be cured within one hundred and twenty (120) days (sixty (60) days
        in case of default to pay the Price) following the receipt by the
        Emphyteutic Lessee of a written demand to such effect by the City
        stating in sufficient details the alleged infringement or default
        (individually a "DEFAULT" and a "PRELIMINARY NOTICE" respectively), the
        City may, subject to its other rights and recourses, give the
        Emphyteutic Lessee written notice of its intention to terminate the
        Agreement (the "NOTICE OF TERMINATION"). The Notice of Termination shall
        also specify the sum(s) of money or the terms, obligations or conditions
        of which the non-payment or infringement is alleged.

18.2    The City shall send any Hypothecary Creditor a copy of the Preliminary
        Notice and the Notice of Termination. The Notice of Termination and the
        Preliminary Notice shall be considered sufficient for the purposes of a
        Hypothecary Creditor if they are given

<Page>

                                      -57-

        to such Hypothecary Creditor by registered mail at the address appearing
        on the notice of address published by such Hypothecary Creditor.

18.3    If, pursuant to paragraphs 18.1 and 18.2, the City gives the Notice of
        Termination and the Default is not cured within sixty (60) days of the
        date the Notice of Termination is received by the Emphyteutic Lessee and
        the Hypothecary Creditor, and if the City is not reimbursed all expenses
        reasonably incurred further to the Default, then, subject to the
        provisions of paragraph 18.4 hereof, the Agreement shall terminate as of
        the sixty-first (61st) day following the date the Notice of Termination
        is received by the Emphyteutic Lessee and the Hypothecary Creditor, and
        the Agreement shall terminate and the Constructions shall become the
        full and complete property of the City, free of any right and charge and
        the City shall have the right to take immediate possession thereof
        without further notice, in the same manner in which it could at the
        expiry of the full term of the Agreement. The Emphyteutic Lessee shall
        then sign any instrument witnessing its Default and the termination of
        the Agreement which the City may reasonably require.

        Should the Emphyteutic Lessee fail to comply with the provisions of the
        Agreement and in the event the Default may not be conveniently cured by
        the payment of a sum of money to the City, the Default shall be deemed
        to be cured to the satisfaction of the City and the Agreement may not be
        terminated if, during the one hundred and twenty (120) day period
        contemplated in paragraph 18.1 or the sixty (60) day period contemplated
        in paragraph 18.3, the Emphyteutic Lessee begins to cure the Default
        with reasonable diligence, taking into consideration, however, that the
        Emphyteutic Lessee shall not be required to carry out during the
        operating season of the Business (i) the Constructions, Emphyteutic
        Lessee's Improvements or other work included in the Investment and (ii)

<Page>

                                      -58-

        any other construction or major repair or other work which may
        negatively affect the Complex or the operation of the Business. For the
        purposes of this paragraph, the operating season of the Business means
        from May 1st to September 30th.

18.4    If a default is cured by a Hypothecary Creditor, such Hypothecary
        Creditor shall have the right to become the Emphyteutic Lessee
        hereunder, retroactive to the date of such Default by the Emphyteutic
        Lessee. The Hypothecary Creditor which has become the emphyteutic lessee
        shall then take the place of the Emphyteutic Lessee for the unexpired
        portion of the term of the Agreement, assuming all the obligations of
        the Emphyteutic Lessee and enjoying all the rights granted to it under
        the Agreement. In the case of a conflict between Hypothecary Creditors
        with respect to the right to substitute for the Emphyteutic Lessee under
        this Article, such rights may first be exercised by the highest-ranking
        creditor.

        Should a Hypothecary Creditor become the Emphyteutic Lessee under the
        circumstances contemplated in the foregoing paragraph, the City agrees
        to sign, at the request of such Hypothecary Creditor but at no cost to
        the City, any instrument which such Hypothecary Creditor may reasonably
        require to prove and be able to register the substitution of such
        Hypothecary Creditor for the Emphyteutic Lessee further to the latter's
        Default. If, however, the Hypothecary Creditors fail to cure the Default
        within the above-mentioned sixty (60) day period or to begin to cure
        such Default within such delay and continue to do so thereafter with
        reasonable diligence, the Agreement shall terminate and the term
        contemplated herein shall expire as of the sixty-first (61st) day
        following the date the Notice of Termination is served, and the
        hypothecary creditors shall be divested of all their rights which shall
        be forfeited and the City shall have the right to apply to the courts to
        request that the existing hypothecs be cancelled if the Hypothecary
        Creditors refuse to

<Page>

                                      -59-

        grant a discharge and the cancellation of all the other rights published
        against the Complex granted by the Emphyteutic Lessee or resulting from
        the operation of the Complex by the Emphyteutic Lessee. The termination
        of the Agreement shall automatically terminate all the leases, licence
        agreements and other similar agreements (the "LEASES") granted by the
        Emphyteutic Lessee with respect to the Complex and the Emphyteutic
        Lessee shall ensure that all the Leases signed or renewed (except for
        the exercise by the lessee of an option to renew) after the date the
        Agreement is executed contain a clause pursuant to which the party
        contracting with the Emphyteutic Lessee acknowledges the termination of
        its contract with the Emphyteutic Lessee in the event the Agreement is
        terminated.

18.5    Notwithstanding any termination or cancellation of the Agreement, each
        party shall conserve all its rights and recourses, including, without
        limiting the generality of the foregoing, its recourses in damages
        against the other party and the Guarantor, as the case may be.

                                   ARTICLE 19
                                 INDEMNIFICATION

19.1    The Emphyteutic Lessee agrees to indemnify the City, its executives,
        employees, representatives and mandataries and to hold them harmless
        against any damage, loss, expense, cost, fees (including expert's fees
        and judicial and extrajudicial fees and expenses), fine, conviction,
        liability, order and judgement incurred or suffered by it, or resulting
        from claims, lawsuits, demands or actions which are directly or
        indirectly attributable to:

        (i)    the failure of the Emphyteutic Lessee to comply with any of its
               obligations under the Agreement; or

<Page>

                                      -60-

        (ii)   events, including, without limiting the generality of the
               foregoing, those resulting from an act, fault, omission or
               negligence on the part of the Emphyteutic Lessee, except for
               those resulting from any act, fault, omission or negligence on
               the part of the City or persons for whom it is legally liable,
               occurring after the execution hereof, relating to the occupation
               or use of the Complex by the Emphyteutic Lessee or to the
               Constructions, the operation of the Business or the repairs,
               modifications or demolition of the Improvements by the
               Emphyteutic Lessee.

19.2    The indemnification contained in this Article shall remain in effect
        notwithstanding the termination of the Agreement.

                                   ARTICLE 20
                                     WAIVER

20.1    Any waiver made by a party shall be in writing (any waiver by the City
        shall be the object of a resolution of its Municipal Council or
        Executive Committee, as the case may be), and the waiver of a failure by
        a party hereunder shall not be interpreted as a waiver of the other
        party's right to allege such failure or any other failure which has
        occurred or may occur thereafter.

                                   ARTICLE 21
                                  TERMINATION

21.1    Each of the City and the Emphyteutic Lessee may terminate the Agreement
        for each and every reason contemplated herein granting them their
        respective rights of termination in addition to all other reasons
        provided by law. The Emphyteutic Lessee waives its abandonment right
        described in article 1211 of the CIVIL CODE OF QUEBEC.

<Page>

                                      -61-

        Except under the circumstances contemplated in paragraphs 8.10 and 26.1
        and in the case of expropriation contemplated in paragraph 23.1 hereof,
        the Emphyteutic Lessee shall not be entitled to terminate the Agreement
        before its expiry.

                                   ARTICLE 22
                                END OF AGREEMENT

22.1    Subject to the provisions of sub-paragraphs 4.1.8 and 4.1.9 hereof, at
        the expiry of the Agreement, or at the time of any prior termination,
        including further to a Default by the Emphyteutic Lessee which has not
        been cured, (i) the City shall become the owner of the Constructions
        then located on the Immoveable, including those made by the Emphyteutic
        Lessee without being required to do so, free of any charge, hypothec and
        privilege, the whole without compensation, and (ii) the Emphyteutic
        Lessee shall remain the owner of the Emphyteutic Lessee's Improvements
        and may remove them within the delay provided in the Agreement.

                                   ARTICLE 23
                                  EXPROPRIATION

23.1    If, during the term of the Agreement, the Complex is expropriated in its
        entirety or if it is only expropriated in part and such partial
        expropriation renders the remainder insufficient or unsuitable, in the
        Emphyteutic Lessee's reasonable business judgement, to operate the
        Business as a viable and functional economic unit, the Agreement shall
        terminate on the date the expropriating party takes possession thereof,
        without prejudice to the right of both the Emphyteutic Lessee and the
        City to receive a complete expropriation award for the unexpired period
        hereof.

        Each party shall co-operate with the other so that each party shall
        receive the maximum expropriation award to which they are entitled,

<Page>

                                      -62-

        however, such co-operation shall not be required if the City is the
        expropriating party. Any expropriation award relating to the Emphyteutic
        Lessee's Improvements shall belong to and shall be for the sole benefit
        of the Emphyteutic Lessee. Any expropriation award representing the
        value of the expropriated part of the land or the damage caused to the
        remainder of the land shall belong to the City subject to the rights of
        the Emphyteutic Lessee to be compensated by the expropriating authority
        for the loss of its emphyteutic rights with respect to the expropriated
        land and the loss of the value of the emphyteutic rights with respect to
        the remainder of the land. Any expropriation award relating to the
        Constructions shall be deposited with the Trustee and shall thereafter
        be distributed and paid in accordance with the provisions of Article 24
        hereof.

23.2    If, during the term of the Agreement, the Complex is expropriated such
        that the remainder is not rendered insufficient or unsuitable, in the
        Emphyteutic Lessee's reasonable business judgement, to operate the
        Business as a viable and functional economic unit, the Agreement shall
        terminate solely with respect to the expropriated part of the Complex,
        as of the date possession of the said part is lost. The Price payable
        during the remainder of the term hereof after the taking of possession
        by the said expropriating authority shall be reduced on a proportionate
        basis to take into consideration the part of the Immoveable so
        expropriated.

        Any expropriation award relating to the Constructions shall be paid and
        applied in the manner provided in paragraph 23.1 hereof.

                                   ARTICLE 24
                            PARTITION OF INDEMNITIES

24.1    For the purposes of interpreting this Article 24, it is agreed that the
        following words or expressions, where used in this Article 24, shall
        have the following meaning unless the context indicates otherwise:

<Page>

                                      -63-

        24.1.1 "EXPROPRIATION" means any expropriation affecting all or part of
               the Complex;

        24.1.2 "EXPROPRIATION AWARD" means the sums of money resulting from the
               expropriation representing the value of the Constructions as
               determined by agreement between the parties hereto or by the
               expropriation tribunals;

        24.1.3 "INSURANCE BENEFIT" means the sums of money from insurance
               companies which are deposited with the Trustee to be used in the
               circumstances contemplated in paragraph 8.6.

24.2    At the time of an expropriation or in the circumstances contemplated in
        paragraph 8.6, the Expropriation Award or the Insurance Benefit, as the
        case may be, shall be divided up in the following manner and order:

        24.2.1 any Hypothecary Creditor shall receive the amount due to it,
               which shall be taken from the share of the Emphyteutic Lessee, as
               determined below, without, however, exceeding it;

        24.2.2 the share going to the Emphyteutic Lessee shall be calculated
               according to the following table:

<Table>
               <S>          <C>                <C>                 <C>
               1st year       100  %            2nd year           99.83  %

               3rd year     99.81  %            4th year           99.79  %

               5th year     99.78  %            6th year           99.75  %

               7th year     99.73  %            8th year           99.71  %

               9th year     99.68  %           10th year           99.65  %

               11th year    99.61  %           12th year           99.58  %

               13th year    99.53  %           14th year           99.49  %
</Table>

<Page>

                                      -64-

<Table>
               <S>          <C>                <C>                 <C>
               15th year    99.44  %           16th year           99.39  %

               17th year    99.33  %           18th year           99.26  %

               19th year    99.19  %           20th year           99.11  %

               21st year    99.02  %           22nd year           98.92  %

               23rd year    98.82  %           24th year           98.70  %

               25th year    98.57  %           26th year           98.43  %

               27th year    98.27  %           28th year           98.09  %

               29th year    97.90  %           30th year           97.69  %

               31st year    97.45  %           32nd year           97.19  %

               33rd year    96.90  %           34th year           96.58  %

               35th year    96.22  %           36th year           95.83  %

               37th year    95.39  %           38th year           94.90  %

               39th year    94.36  %           40th year           93.75  %

               41st year    92.33  %           42nd year           92.33  %

               43rd year    91.49  %           44th year           90.55  %

               45th year    89.50  %           46th year           88.32  %

               47th year    87.00  %           48th year           85.52  %

               49th year    83.85  %           50th year           81.98  %

               51st year    79.86  %           52nd year           77.46  %

               53rd year    74.75  %           54th year           71.67  %

               55th year    68.17  %           56th year           64.17  %

               57th year    59.60  %           58th year           54.37  %

               59th year    48.34  %           60th year           41.38  %

               61st year    33.32  %           62nd year           23.93  %
</Table>

<Page>

                                      -65-

<Table>

               <S>          <C>                <C>                 <C>
               63rd year    12.94  %           64th year           0.00  %
</Table>

        24.2.3 the balance shall belong to the City as its share, but such
               balance shall not be less than what it would have been if the
               insurance policy had not contained a deductible clause.

                                   ARTICLE 25
                                      TERM

25.1    The Agreement is entered into for a term of sixty-four (64) years
        beginning the first (1st) day of May two thousand one (2001) and ending
        the thirtieth (30th) of April two thousand sixty-five (2065).

                                   ARTICLE 26
                                ACCESS TO COMPLEX

26.1    If the Jacques-Cartier bridge is closed in whole or in part (provided
        such work affects all or part of the section of the Jacques-Cartier
        bridge located between the Island of Montreal and Ile Ste-Helene) due to
        major repair work contemplated by the Societe des ponts Jacques-Cartier
        et Champlain for the 2001 and 2002 operating years of the Business, or
        any additional period related to such work, or if the bridge is
        demolished or destroyed, the City shall authorize, without charge or
        consideration for the Emphyteutic Lessee or users, motor vehicle access
        to the Complex from the La Concorde bridge and the exit of motor
        vehicles from the Complex towards and by the La Concorde bridge in a
        reasonably convenient manner. The Emphyteutic Lessee may publicly
        announce the foregoing at any useful time by the means of communication
        of its choice.

        If the rights granted to the Emphyteutic Lessee under this paragraph
        cause traffic problems, the City may set up a traffic control

<Page>

                                      -66-

        service between the Concorde bridge and the Complex. The necessary
        control measures shall be determined by the City in co-operation with
        the Emphyteutic Lessee, the final decision remaining, however, with the
        City. The Emphyteutic Lessee shall reimburse the costs of such service.

        Access by the Concorde bridge may be used as the main access for
        vehicles to the Complex only during the hours in which the
        Jacques-Cartier bridge is completely closed.

        Without prejudice to the foregoing, if the Ste-Helene metro station is
        closed, destroyed or demolished, and no adequate means of transportation
        to the Complex is set up within twelve (12) months of the destruction,
        demolition or closing, the Emphyteutic Lessee may, without recourse
        against the City, terminate the Agreement upon thirty (30) days' written
        notice to the City, and the Agreement shall be terminated at the expiry
        of such delay and all the provisions hereof relating to the termination
        of the Agreement shall apply; in the event of disagreement as to the
        right of the Emphyteutic Lessee to terminate the Agreement, the parties
        shall submit the dispute to arbitration according to the rules set forth
        in the CODE OF CIVIL PROCEDURE OF QUEBEC.

                                   ARTICLE 27
                                      PRICE

27.1    The Emphyteutic Lessee agrees to pay the City, at the office of the
        City's Director of Finance the price of the emphyteusis (the "PRICE")
        which shall consist of the following annual payments

        27.1.1 during the initial period from the first (1st) day of May two
               thousand one (2001) to the thirtieth (30th) day of April two
               thousand forty (2040), the following payments:

<Page>

                                      -67-

                         a) for the purposes of sub-paragraphs b) to k) below,
                            the expression "MUNICIPAL REVENUES" means, for a
                            given year, the revenues received by the City as
                            general property tax, tax rating, business tax,
                            water tax, service tax, special tax and metered
                            water, the issuance of construction permits and
                            occupation permits and any surtax and other tax,
                            except for real estate transfer taxes, it being
                            understood that for the purposes of this definition,
                            the said Municipal Revenues may not exceed, in a
                            given year, that which they would have been at the
                            rates in effect during the year in question if the
                            real estate assessment of the Complex had been
                            $124,500,000. For the purposes hereof, the parties
                            shall use a reasonable estimate of the amount of
                            Municipal Revenues for the purpose of calculating
                            the amount of the annual payment. As soon as the
                            actual amount of the Municipal Revenues for the year
                            in question is known, the parties shall make any
                            adjustments among themselves, no later than April
                            30th of the year in question; this mechanism shall
                            apply to the first through the tenth year of the
                            Agreement inclusively;

                         b) for the first (1st) year: three million six hundred
                            seventy-seven dollars ($3,677,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of three
                            million six hundred seventy-seven dollars
                            ($3,677,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph c) below;

                         c) for the second (2nd) year: four million four hundred
                            twenty-three thousand dollars ($4,423,000) less the
                            Municipal Revenues. If applicable, the excess of the

<Page>

                                      -68-

                            Municipal Revenues over the said amount of four
                            million four hundred twenty-three thousand dollars
                            ($4,423,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph d) below;

                         d) for the third (3rd) year: five million fifty-six
                            thousand dollars ($5,056,000) less the Municipal
                            Revenues. If applicable, the excess of the Municipal
                            Revenues over the said amount of five million
                            fifty-six thousand dollars ($5,056,000) shall be
                            added to the Municipal Revenues for the purposes of
                            paragraph e) below;

                         e) for the fourth (4th) year: five million six hundred
                            eighty-nine thousand dollars ($5,689,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million six hundred eighty-nine thousand dollars
                            ($5,689,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph f) below;

                         f) for the fifth (5th) year: five million seven hundred
                            forty-four thousand dollars ($5,744,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million seven hundred forty-four thousand dollars
                            ($5,744,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph g) below;

                         g) for the sixth (6th) year: five million nine hundred
                            four thousand dollars ($5,904,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million nine hundred four thousand dollars
                            ($5,904,000) shall be added to the

<Page>

                                      -69-

                            Municipal Revenues for the purposes of paragraph h)
                            below;

                         h) for the seventh (7th) year: five million nine
                            hundred four thousand dollars ($5,904,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million nine hundred four thousand dollars
                            ($5,904,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph i) below;

                         i) for the eighth (8th) year: five million nine hundred
                            four thousand dollars ($5,904,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million nine hundred four thousand dollars
                            ($5,904,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph j) below;

                         j) for the ninth (9th) year: five million nine hundred
                            four thousand dollars ($5,904,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million nine hundred four thousand dollars
                            ($5,904,000) shall be added to the Municipal
                            Revenues for the purposes of paragraph k) below;

                         k) for the tenth (10th) year: five million nine hundred
                            four thousand dollars ($5,904,000) less the
                            Municipal Revenues. If applicable, the excess of the
                            Municipal Revenues over the said amount of five
                            million nine hundred four thousand dollars
                            ($5,904,000) shall be applied to reduce the annual
                            payment for the eleventh (11th) year

<Page>

                                      -70-

                            and, if necessary, to the instalments for subsequent
                            years, up to the amount of the said excess;

                         l) from the eleventh (11th) year to the fifteenth
                            (15th) year inclusively: TWO MILLION ONE HUNDRED
                            SIXTY-SIX THOUSAND SEVEN HUNDRED SIXTY-THREE DOLLARS
                            ($2,166,763) per year;

                         m) from the sixteenth (16th) year to the twentieth
                            (20th) year inclusively: TWO MILLION THREE HUNDRED
                            NINETY-TWO THOUSAND TWO HUNDRED EIGHTY-ONE DOLLARS
                            ($2,392,281) per year;

                         n) from the twenty-first (21st) year to the
                            twenty-fifth (25th) year inclusively: TWO MILLION
                            SIX HUNDRED FORTY-ONE THOUSAND TWO HUNDRED
                            SEVENTY-ONE DOLLARS ($2,641,271) per year;

                         o) from the twenty-sixth (26th) year to the thirtieth
                            (30th) year inclusively: TWO MILLION NINE HUNDRED
                            SIXTEEN THOUSAND ONE HUNDRED SEVENTY-SEVEN DOLLARS
                            ($2,916,177) per year;

                         p) from the thirty-first (31st) year to the
                            thirty-fifth (35th) year inclusively: THREE MILLION
                            TWO HUNDRED NINETEEN THOUSAND SIX HUNDRED
                            NINETY-FIVE DOLLARS ($3,219,695) per year;

                         q) from the thirty-sixth (36th) year to the fortieth
                            (40th) year inclusively: THREE MILLION FIVE HUNDRED
                            FIFTY-FOUR THOUSAND EIGHT HUNDRED FOUR DOLLARS
                            ($3,554,804) per year;

<Page>

                                      -71-

        27.1.2 from the forty-first (41st) to the forty-fifth (45th) years
               inclusively the annual payment shall equal the greater of the
               following amounts:

               a)        the annual payment for the fortieth (40th) year;

               b)        the annual rental value of the Immoveable, with the
                         exception of the Emphyteutic Lessee's Improvements and
                         the Constructions;

               c)        in the event of disagreement as to the annual payment
                         for the forty-first (41st) year, the parties shall
                         resort to arbitration, according to the rules set forth
                         in the CODE OF CIVIL PROCEDURE OF QUEBEC.

        27.1.3 Until the annual payment for the forty-first (41st) year has
               been definitively established, the annual payment for the
               fortieth (40th) year shall apply for the purposes of
               sub-paragraphs 27.1.2 and 27.1.4.

        27.1.4 The annual payment for the subsequent years of the term of the
               Agreement shall be adjusted every five (5) years (commencing with
               the forty-sixth (46th) year) to take account of any variation in
               the consumer price index (Montreal; all items) published by
               Statistics Canada (or any other equivalent index set up to
               replace it) which occurred during the five (5) years preceding
               the adjustment date, it being understood that the annual payments
               for any five (5) year period may not be less than the annual
               payment owed for the immediately preceding five (5) year period.

        27.1.5 The annual payment shall be payable in five (5) consecutive and
               equal payments on May 1st, June 1st, July 1st, August 1st and
               September 1st each year thereafter without compensation or
               deduction.

<Page>

                                      -72-

        27.1.6 The Emphyteutic Lessee shall pay the City an amount equal to
               the goods and services tax (Canada) and the Quebec sales tax
               (collectively the "SALES TAX") payable with respect to each
               instalment of the Price. The amount of the Sales Tax so payable
               shall be calculated in accordance with legislation applicable
               from time to time. Notwithstanding any other provision of the
               Agreement, the amount payable by the Emphyteutic Lessee with
               respect to the Sales Tax shall be deemed not to be included in
               the Price, but the City shall have the same remedies for and
               rights of recovering such amount as it has for the recovery of
               the Price. The foregoing provisions relating to the Sales Tax
               shall apply to any other amount payable by one party to the other
               under the Agreement.

        27.1.7 Should the major work expected for the Jacques-Cartier bridge
               for the years 2001 and 2002 be carried out and provided the
               Emphyteutic Lessee has operated the Business in a manner similar
               to the operation of the Immoveable for the year 2000, the City
               and the Emphyteutic Lessee agree that the annual instalments of
               the Price with respect to the first two years shall be reduced in
               the following manner:

               a)   with respect to the first (1st) year, in the event the
                    number of entrees to the portion of the Business consisting
                    of the theme park currently known as La Ronde, to the
                    exclusion of any parking facilities (hereinafter
                    respectively referred to in this paragraph 24.1.7 as the
                    "ENTREES" and "LA RONDE") is less than one million two
                    hundred forty-nine thousand five hundred sixty-eight
                    (1,249,568), the annual instalment of the Price shall be
                    reduced by an amount calculated as follows: (one million two

<Page>

                                      -73-

                    hundred forty-nine thousand five hundred sixty-eight
                    (1,249,568) less the number of Entrees for the 2001 La Ronde
                    operating season) multiplied by (X) ten dollars ($10.00).
                    The maximum amount of such reduction of the annual
                    instalment of the Price shall, however, be five hundred
                    thousand dollars ($500,000). The annual instalment of the
                    Price for the first (1st) year shall not be increased in the
                    event there are more than one million two hundred forty-nine
                    thousand five hundred sixty-eight (1,249,568) Entrees for
                    the 2001 La Ronde operating season; and

               b)   with respect to the second (2nd) year, in the event the
                    number of Entrees is less than one million two hundred
                    ninety-nine thousand five hundred sixty-eight (1,299,568),
                    the annual instalment of the Price shall be reduced by an
                    amount calculated as follows: (one million two hundred
                    ninety-nine thousand five hundred sixty-eight (1,299,568)
                    less the number of Entrees for the 2002 La Ronde operating
                    season) multiplied (X) by ten dollars ($10.00), up to a
                    maximum of the unused portion of the amount of five hundred
                    thousand dollars ($500,000) mentioned in sub-paragraph
                    27.1.7 a). The annual instalment of the Price for the second
                    (2nd) year shall not be increased in the event there are
                    more than one million two hundred ninety-nine thousand five
                    hundred sixty-eight (1,299,568) Entrees for the 2002 La
                    Ronde operating season,

<Page>

                                      -74-

                                   ARTICLE 28
                            DESCRIPTION OF IMMOVEABLE

The Immoveable is described as follows:

a)      Original lot TWO THOUSAND FOUR HUNDRED TWENTY-FOUR (2424) of the
        cadaster of the Parish of Saint-Antoine-de-Longueuil, registration
        division of Chambly;

b)      Original lot TWO THOUSAND FOUR HUNDRED TWENTY-FIVE (2425) of the said
        cadaster;

c)      Part of original lot THREE HUNDRED THREE (Pt. 303) of the said cadaster:

        of irregular figure;

        bounded on the north-west, north, north-east, east and south-east by lot
        2424, to the south-east, south-west and north-west by part of the said
        lot 303, forming part of the right-of-way of the Jacques-Cartier bridge
        and to the west by another part of the said lot 303;

        measuring nine hundred and fifty-three and four-tenths meters (953.4m)
        to the west, north-west, north, north-east, east and south-east along a
        serpentine line, ninety-seven and eighty-one-hundredths meters (97.80m)
        to the south-west, three and fifty-nine one-hundredths meters (3.59m) to
        the north-west, twenty-three and sixty-eight one-hundredths meters
        (23.68m) to the south-west and ninety-five one-hundredths (0.95m) of a
        meter to the south-east and four hundred and ninety-eight and two-tenths
        meters (498.2m) to the south, south-west, west, north-west and north
        along a serpentine line;

        containing an area of one hundred thirty-three thousand nine hundred
        sixty-five and four one-tenths square meters (133,965.4m(2)).

<Page>

                                      -75-

d)      Part of original lot THREE HUNDRED FOUR (Pt. 304) of the said cadastre:

        of irregular figure;

        bounded to the north-west, north, north-east and east by lot 2424 and to
        the east, south-east, south and south-west by part of the said lot 304,
        forming part of the right-of-way of the Jacques-Cartier bridge;

        measuring one hundred ninety-seven and one-tenth meters (197.1m) to the
        north-west, north, north-east and east along a serpentine line, one
        hundred three and thirty-five one-hundredths meters (103.35m) measured
        along the arc of a circle having a radius of seventy-two and eleven
        one-hundredths meters (72.11m) to the south-east, south and south-west,
        twenty-one and fifty-two one-hundredths meters (21.52m) to the south,
        eleven and four one-hundredths meters (11.04m) to the east, eleven
        meters and ninety-five one-hundredths meters (11.95m) to the south and
        thirty-four and sixty-two one-hundredths meters (34.62m) to the
        south-west;

        containing an area of four thousand seven hundred thirty-nine and
        one-tenth square meters (4,739.1m(2)).

e)      Original lot TWO THOUSAND FOUR HUNDRED TWENTY-SIX (2426) of the said
        cadaster;

f)      Part of original lot THREE HUNDRED THREE (Pt. 303) of the said cadaster:

        of irregular figure;

        bounded to the north-west and north-east by another part of the said
        original lot (Pt. 303), forming part of the right-of-way of the

<Page>

                                      -76-

        Jacques-Cartier bridge, to the south-east and south by lot 2429 and to
        the west by another part of the said original lot 303;

        measuring four and forty-five one-hundredths meters (4.45m) to the
        north-east, ten and twenty-seven one-hundredths meters (10.27m) to the
        north-west, ninety-three and eight one-hundredths meters (93.08m) to the
        north-east, one hundred and three and forty one-hundredths meters
        (103.40m) to the south-east and the south along a serpentine line and
        thirteen and thirty one-hundreths meters (13.30m) and to the west along
        another serpentine line;

        containing an area of two thousand fifty and eight tenths square meters
        (2,050.8m(2)).

g)      Original lot TWO THOUSAND FOUR HUNDRED TWENTY-NINE (2429) of the said
        cadastre;

h)      Part of original lot THREE HUNDRED FOUR (Pt. 304) of the said cadastre:

        of irregular figure;

        bounded to the north-east by another part of the said original lot 304,
        forming part of the right-of-way of the Jacques-Cartier bridge, to the
        north-east, east, south-east and south by another part of the said
        original lot 304 and to the south-west, west and north-west by lot 2429;

        measuring twenty and eighteen one-hundredths meters (20.18m) to the
        north-east, one hundred thirty-eight and twenty-seven one-hundredths
        meters (138.27m), twenty-eight and seventy-one one-hundredths meters
        (28.71m), thirty-four and twelve one-hundredths meters (34.12m),
        twenty-one and twenty-two one-hundredths meters (21.22m), fifty and
        sixty one-hundredths meters

<Page>

                                      -77-

        (50.60m) to the south-east, sixteen and ninety-one one-hundredths meters
        (16.91m), nine and seventy-two one-hundredths meters (9.72m) to the
        north-east, twenty-one and fifty-eight one-hundredths meters (21.58m) to
        the east, two and eighty one-hundredths meters (2.80m) to the south, six
        and fifty-eight one-hundredths meters (6.58m) to the south-east and
        three hundred forty and ninety-four one-hundredths meters (340.94m) to
        the south-west, west and north-west measured along a serpentine line;

        containing an area of five thousand five hundred seventy-four and seven
        tenths square meters (5,574.7m(2)).

i)      Original lot TWO THOUSAND FOUR HUNDRED THIRTY (2430) of the said
        cadaster;

j)      Part of original lot THREE HUNDRED FOUR (Pt. 304) of the said cadaster:

        of irregular figure;

        bounded to the north-east, east, south-east and south by another part of
        original lot 304, to the south-west, west and north-west by lot 2429;


        measuring one hundred seven and thirty-six one-hundredths meters
        (107.36m) to the east, fifty-six and fifty-eight one-hundredths meters
        (56.58m) to the south-east, forty-five and sixty-four one-hundredths
        meters (45.64m), fifty-four and sixteen one-hundredths meters (54.16m),
        ninety-four and thirty one-hundredths meters (94.30m), eighteen and
        twenty-seven one-hundredths meters (18.27m) to the east, thirteen and
        eighty-five one-hundredths meters (13.85m) to the north-east,
        eighty-eight and forty-eight one-hundredths meters (88.48m) to the east,
        twenty-four and twenty-five one-hundredths meters (24.25m) to the south
        and four hundred

<Page>

                                      -78-

        eighty-six and forty one-hundredths meters (486.40m) to the south-west,
        west and north-west measured along a serpentine line;

        containing an area of four thousand two hundred thirty-nine and
        two-tenths square meters (4,239.2m(2)).

The total area of the land identified by paragraphs a) through j) is five
hundred fifteen thousand four hundred forty-two and seven tenths square meters
(515,442.7 m(2)).

The whole as indicated on the plan prepared by Sylvie Gauthier, surveyor, on the
tenth (10th) day of April, 2001 under her minute 721, file 19509, which remains
attached hereto as Schedule 28 after being recognized as a true copy and signed
NE VARIETUR for the purpose of identification by the representatives of the
parties and the undersigned Notary.

The Immoveable includes all the buildings, appurtenances and dependencies
erected thereon, with the exception of the Facilities, Sculpture and pillars,
abutment wall, concrete structure and metal structure mentioned in paragraph
12.4 which shall remain the property of the City. The buildings, appurtenances
and dependencies erected on and forming part of the Immoveable as of the date of
execution hereof are referred to as the "EXISTING STRUCTURES".

                                   ARTICLE 29
                               GENERAL PROVISIONS

29.1    Any sum of money owed by the Emphyteutic Lessee to the City hereunder or
        vice versa shall be payable in lawful money of Canada and shall bear
        interest at the rate set by the Municipal Council of the City for
        amounts owed to the City, in force on the date payment is due, from the
        day it becomes due to the day it is paid.

29.2    The Emphyteutic Lessee shall not sell, assign or in any other manner
        transfer the Agreement or any interest herein without the prior

<Page>

                                      -79-

        written consent of the City, which consent may not be unreasonably
        withheld or delayed; provided, however, that the Emphyteutic Lessee may
        assign the Agreement without such consent to (a) a member of the same
        group (as such term is currently defined in the CANADA BUSINESS
        CORPORATIONS ACT) as its general partner or Six Flags, Inc. or to a
        wholly-owned subsidiary of the Emphyteutic Lessee or of a member of the
        same group as its general partner or Six Flags Inc. (a "MEMBER OF THE
        SAME GROUP"); (b) any entity into or with which the Emphyteutic Lessee
        or a Member of the Same Group may be merged or consolidated, provided
        that the resulting entity is a Member of the Same Group. The consent of
        the City may not be refused with respect to an assignee which (i) has
        such financial standing and responsibility as to give reasonable
        assurance that all of the Emphyteutic Lessee's obligations under the
        Agreement following the assignment will be performed, and (ii) has such
        experience in the operation of the Business then being operated on the
        Complex to give reasonable assurance that such Business will continue to
        be operated at the level and in accordance with the standards maintained
        prior to the assignment. In the event of any assignment pursuant to this
        paragraph, the Emphyteutic Lessee shall continue to be liable to the
        City for each and every obligation of the Emphyteutic Lessee pursuant to
        the Agreement for the remainder of the term hereof. Any assignee shall
        assume each and every obligation of the Emphyteutic Lessee pursuant to
        the Agreement. Notwithstanding anything to the contrary herein, the
        guarantee of Six Flags, Inc. shall remain in effect following any
        assignment or transfer of the Agreement, unless the City is satisfied
        that the net book value of a substitute guarantor or the assignee is not
        less than that of Six Flags, Inc. as of the date of the assignment and,
        in the case of a substitute guarantor, the substitute guarantor has
        executed and delivered to the City a substitute guarantee similar to
        that given by Six Flags, Inc. hereunder; in

<Page>

                                      -80-

        both of the foregoing events the guarantee of Six Flags, Inc. shall
        terminate.

29.3    The word "DAY" means "CALENDAR DAY" herein, and the computation of time
        shall include all Saturdays, Sundays and holidays for the purpose of
        determining time periods specified herein, provided that if the date or
        last date to perform any act, make any payment or give any notice shall
        fall on a Saturday, Sunday or holiday in the Province of Quebec, such
        act, payment or notice may be timely performed, made or given on the
        next following day which is not a Saturday, Sunday or a holiday in the
        Province of Quebec. For purposes of counting the number of days from or
        after an event, the date upon which the event occurred shall not be
        counted.

29.4    The Complex may not be the subject of a declaration of co-emphyteusis or
        co-ownership or subdivided.

29.5    Any notice, communication or reply (hereinafter referred to as the
        "NOTICE") in the Agreement provided or permitted to be provided, made or
        given by either party shall be in writing and, unless otherwise in the
        Agreement expressly provided, shall be given or served by mail, postage
        paid and registered or certified and addressed to the party to be
        notified, with return receipt requested, or by delivering the same in
        person to such party, or by delivering the same by facsimile
        transmission with confirmation of receipt. The Notice shall be
        effective, unless indicated otherwise in the Agreement, upon delivery,
        either in person or by mail, or confirmation of delivery by facsimile
        transmission. For purposes of the Notice, the addresses of all
        recipients shall, until changed as hereinafter provided, be as follows:

<Page>

                                      -81-

                         VILLE DE MONTREAL
                         c/o The City Clerk
                         Montreal City Hall
                         275 Notre-Dame St. E.
                         Montreal, Quebec, Canada
                         H2Y 1C6

                         PARC SIX FLAGS MONTREAL LLP
                         c/o Six Flags, Inc.
                         122 East 42nd Street, 49th Floor
                         New York, NY 10168 U.S.A.

                         Attention:       Mr. James F. Dannhauser

                         Fax No.:         (212) 949-6203

        with a copy to:

                         PARC SIX FLAGS MONTREAL LLP
                         c/o Six Flags, Inc.
                         122 East 42nd Street, 49th Floor
                         New York, NY  10168 U.S.A.

                         Attention:       Mr. James M. Coughlin

                         Fax No.:         (212) 949-6203

        However, each party hereto may, by written Notice served on the other
        party, indicate another address or another recipient to which or to whom
        all subsequent Notices are to be served.

        Should it be impossible for a party hereto to serve such notice at the
        above-mentioned address, it may be served on the other party by leaving
        a copy at the Office of the Prothonotary of the Superior Court for the
        District of Montreal

29.6    Within ten (10) days of written notice from a party to such effect, the
        other party shall deliver to the party having requested it a declaration
        or attestation as to the status of the Agreement, stating, inter alia:
        that the Agreement is in effect and has not been modified (or, if it has
        been modified, that the Agreement is in effect as modified and
        indicating the agreed-upon modifications); the amount of the Price
        payable at the time as well as the date on

<Page>

                                      -82-

        which the latest instalment of the Price was made; whether or not there
        is a Default or actual or alleged failure on the part of either party
        with respect to which a Preliminary Notice, Notice of Termination or
        other notice has been given and, if such a Default or failure exists,
        indicating the nature and duration of such Default or failure, as well
        as all other matters relating to the Agreement with respect to which a
        party may reasonably require such declaration or attestation.

29.7    The Emphyteutic Lessee shall pay the cost of publication of the
        Agreement and of one (1) copy bearing a publication number for the City.
        Each party shall be responsible for the costs and fees of all its
        consultants with respect hereto, including all legal fees and
        disbursements.

29.8    The City shall not be required to provide titles, a certificate of
        location or certificate of search with respect to the Complex, except
        for those in its possession.

29.9    The Agreement shall be interpreted by and governed in accordance with
        the laws of the Province of Quebec. If any provision of the Agreement is
        determined to be void, voidable or incompatible with the emphyteutic
        nature of the Agreement, by a final decision of a court of competent
        jurisdiction, such provision shall be considered separate and distinct
        from the Agreement, which shall remain in effect as if such provision
        had never been included, subject to its coming into effect again at a
        later date if it is no longer void or voidable.

        However, the parties agree to replace such provision by a valid
        provision which shall as far as possible have the same legal and
        financial impact.

<Page>

                                      -83-

29.10   As long as the Agreement is in effect, the City acknowledges that the
        Emphyteutic Lessee shall enjoy all the rights, with respect to the
        Immoveable and the Improvements, granted to it under articles 1195 and
        following of the CIVIL CODE OF QUEBEC, even if the Agreement is
        determined not to be an emphyteusis, the whole subject to the provisions
        of the Agreement.

29.11   The City and the Emphyteutic Lessee hereby acknowledge and confirm their
        express wish and intention that the Agreement constitute an emphyteusis.
        However, should the Agreement be determined not to be an emphyteusis by
        a final decision of a court of competent jurisdiction, the parties agree
        to sign any necessary deed or document to give the Emphyteutic Lessee
        temporary real rights (including rights of superficie) equal to those
        which the parties intended to create hereby, provided the City's rights
        remain reasonably similar.

29.12   The Agreement, including the schedules hereto, constitute the entire
        agreement between the parties hereto pertaining to any matter and shall
        cancel and replace any prior undertaking, agreement, negotiation or
        discussion, whether verbal or written, between the parties and relating
        hereto. There is no declaration, condition, warranty or ancillary
        agreement between the parties, whether express, implied or by law, other
        than those expressly mentioned herein.

                                   ARTICLE 30
                                  INTERVENTION

30.1    And to the present comes and intervenes Six Flags, Inc., a duly
        constituted corporation having its head office in the City of New York,
        State of New York, United States of America, herein acting and
        represented by Mr. James F. Dannhauser, its Chief Financial Officer,
        duly authorized for the purposes of this intervention pursuant to a
        resolution adopted by its Board of Directors at a meeting

<Page>

                                      -84-

        held on the twenty-fifth (25th) day of April, two thousand one (2001), a
        copy of which remains attached hereto after being recognized as a true
        copy and signed NE VARIETUR by the said representative and the
        undersigned Notary (the "GUARANTOR"), to declare as follows:

        30.1.1 Subject to paragraph 29.2 hereof, the Guarantor hereby guarantees
               jointly and severally with the Emphyteutic Lessee all the
               obligations of the Emphyteutic Lessee under the Agreement,
               including the payment of the Price, hereby waiving all benefits
               of discussion and division.

        30.1.2 The Guarantor irrevocably submits to the non-exclusive
               jurisdiction of the courts of the Province of Quebec to decide on
               any litigation, action or proceeding and to settle any dispute
               which may directly or indirectly arise from the Agreement; to
               such effect, the Guarantor waives its right to set up any
               exception it may make to decline the jurisdiction of such courts
               based on their absence of jurisdiction or the inconvenience which
               may be caused to it by the institution of procedures before them.

               This attribution of jurisdiction shall not, however, limit the
               right of the City to institute proceedings against the Guarantor
               before any other court having jurisdiction to the extent allowed
               by law.

                                   ARTICLE 31
                     MENTIONS REQUIRED PURSUANT TO SECTION 9
                         OF THE ACT RESPECTING DUTIES ON
                            TRANSFERS OF IMMOVEABLES

31.1    The parties hereto declare:

        a)     the name of the transferor is VILLE DE MONTREAL;

<Page>

                                      -85-

        b)     the address of the principal place of business of the transferor
               is 275 Notre-Dame St. E, Montreal, Quebec, H2Y 1C6;

        c)     the name of the transferee is Parc Six Flags Montreal LLP;

        d)     the address of the principal place of business of the transferee
               is 1501, McGill College Avenue, 26th floor, Montreal, Quebec, H3A
               3N9;

        e)     the immoveables which are the object of the Agreement are
               entirely situated on the territory of the City of Montreal;

        f)     the amount of the consideration for the rights granted under the
               Agreement is THIRTY-SEVEN MILLION FIVE HUNDRED THIRTY-THREE
               THOUSAND EIGHT HUNDRED TWENTY-TWO DOLLARS ($37,533,822);

        g)     the amount constituting the basis of imposition of the transfer
               duties, according to the transferor and the transferee, is
               THIRTY-SEVEN MILLION FIVE HUNDRED THIRTY-THREE THOUSAND EIGHT
               HUNDRED TWENTY-TWO DOLLARS ($37,533,822);

        h)     the amount of the transfer duties is FIVE HUNDRED SIXTY-ONE
               THOUSAND FIVE HUNDRED SEVEN DOLLARS ($561,507.33).

<Page>

                                      -86-

WHEREOF ACT PASSED in the City of Montreal on the date first hereinabove
written, under the number two thousand six hundred and eleven (2611) of the
minutes of Mtre. Robert Coulombe.

AND after these presents had been duly read, the parties have with the
undersigned Notary and in his presence signed.

                                   VILLE DE MONTREAL

                                   Per:     /s/ Diane Charland, clerk
                                            ------------------------------------

                                   PARC SIX FLAGS MONTREAL LLP,
                                   represented by Parc Six Flags Montreal Inc.

                                   Per:     /s/ James M. Coughlin
                                            ------------------------------------

                                   SIX FLAGS, INC.

                                   Per:     /s/ James F. Dannhauser
                                            ------------------------------------

                                   /s/ Robert Coulombe, Notary
                                   ---------------------------------

</TEXT>
</DOCUMENT>
