Red Zone LLC · PRRN14A · Six Flags/Inc · On 9/16/05

Filed On 9/16/05 2:07pm ET   ·   SEC File 1-13703   ·   Accession Number 914121-5-1782

Revised Preliminary Non-Management Proxy Solicitation Material -- Contested Solicitation or Other Situation   ·   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRRN14A     Revised Preliminary Proxy Statement                   47    203K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

 CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
AND EXCHANGE ACT OF 1934

Filed by the Registrant                         [_]                             

Filed by a Party other than the Registrant      [X]                             

Check the appropriate Box:                                                      

[X]   Revised Preliminary Proxy Statement                                       

[_]   Confidential, for Use of the Commission only (as permitted by rule        
14a-6(e)(2))                                                        

[_]   Definitive Proxy Statement                                                

[_]   Definitive Additional Materials                                           

[_]   Soliciting Material Pursuant to sec. 240.14a-12                           

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

RED ZONE LLC
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]   No fee required.                                                          

[_]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

     (1)   Title of each class of securities to which the transaction applies:
            ____________________________________________________________________

  (2)   Aggregate number of securities to which the transaction applies:

            ____________________________________________________________________

      (3)   Per unit price or other underlying value of the transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
      the filing fee is calculated and state how it was determined):

            ____________________________________________________________________

(4)   Proposed maximum aggregate value of the transaction:          

            ____________________________________________________________________

(5)   Total fee paid:                                               

            ____________________________________________________________________

[_]   Fee paid previously with preliminary materials.                           

[_]   Check box if any part of the fee is offset as provided by Exchange Act    
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
   paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.         

(1)   Amount Previously Paid:                                       

            ____________________________________________________________________

(2)   Form, Schedule or Registration Statement No.:                 

            ____________________________________________________________________

(3)   Filing Party:                                                 

            ____________________________________________________________________

(4)   Date Filed:                                                   

            ____________________________________________________________________

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 PRELIMINARY COPY -- SUBJECT TO COMPLETION

 [RED ZONE LLC LETTERHEAD]

Dear Fellow Stockholders of Six Flags, Inc.:                                    

 Red Zone LLC is the largest stockholder of Six Flags, having invested
approximately $49 million to acquire approximately 11.7% of the Company's       
outstanding shares. We own almost four times the stock owned by all of the      
Company's directors and officers combined.                                      

      We are asking for your consent to remove three "non-independent" directors
from Six Flags' seven member board and replace them with three nominees who will
urge the Board to take immediate steps to improve operational performance.      
Additionally, we believe that having three new directors on the Board who are   
unaffiliated with current management will serve to protect stockholder interests
as the Company pursues its newly-announced intent to seek a buyer for the       
Company.                                                                        

     Over the last five years, the Company's stock has underperformed relative
to its peers as well as the broader market. On August 27, 2004, the last trading
day before we filed our initial statement of ownership on Schedule 13D, the     
Company's stock closed at a price of $4.72 per share, which is more than 79%    
lower than its five-year high closing price of $23.25 (May 2001). Moreover, in  
every single year in the past five, the Company generated losses applicable to  
its common stockholders, aggregating to approximately $927 million, or $9.96 per
share, while the Company's stock price had an annualized rate of return of      
negative 16.9% per annum. In contrast, Cedar Fair, a publicly-traded peer       
company, achieved an annualized rate of return of 10.4%, and the S&P 500 Index  
returned negative 3.8% per annum for this period. One dollar invested in the    
Company in August 2000 was worth less than 40 cents by August 17, 2005!         

    While it has been overseeing this loss of stockholder value, the current
management team has profited handsomely. Since January 1, 1999, the Company's   
CEO and CFO have sold an aggregate of approximately 1.3 million shares at an    
average price of approximately $22.00 per share for an estimated aggregate value
of $28 million. Additionally, on December 31, 2003, the current Board approved  
new employment agreements with the Company's Chairman and Chief Executive       
Officer, Kieran Burke, and Chief Financial Officer, James Dannhauser, which     
provide for the aggregate grant of 620,000 shares of restricted stock and       
1,030,000 stock options through January 2, 2007, as well as for annual increases
in cash compensation, all untied to Company performance. Under these new        
agreements, Messrs. Burke and Dannhauser are entitled to extraordinarily rich   
severance benefits. Even if these executives are terminated for exceptionally   
poor performance, the Company is required to pay each executive severance equal 
to three times the sum of (i) his base salary earned in the year prior to       
termination and (ii) the greater of the bonus earned in the year prior to       
termination and the average of the bonuses paid in the three years prior to     
termination. We believe severance in these amounts, which were approved by this 
Board and which are payable even if the Company has not undergone a change in   
control, are not in line with common corporate practice, are completely         
unjustified and are not in the best interests of the stockholders. Further, just
two months ago, this Board approved new severance agreements for the Company's  
general counsel and two senior vice presidents that provide for severance       
payments that may be triggered if we were to acquire 30% of the Company's       
outstanding shares.                                                             

 We initially invested in Six Flags stock in August 2004, and over the
course of the past year we have urged the Board and management to take immediate
steps to improve the Company's operating results and protect and enhance        
stockholder value. We have met with both management and the independent members 
of the Board and explained our view that there are many opportunities that Six  
Flags should pursue to increase park attendance and revenue and decrease        
expenses as well as opportunities to capitalize on the Company's excess real    
estate holdings. We offered detailed suggestions to management and volunteered  
to join the Board and work to implement a comprehensive operating plan to       
protect and enhance stockholder value. The current Board and management have not
only ignored what we believe are constructive suggestions, but have also failed,
in our view, to implement any alternative plan that has delivered acceptable    
results. Over the same period during which our recommendations were disregarded,
management revised full year 2004 adjusted EBITDA guidance downward and         
reaffirmed full year 2005 adjusted EBITDA at a level we believe is insufficient 
to cover the Company's fixed charges.                                           

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Given our frustration with the Company's response to our efforts to 
communicate serious concerns regarding the Company's underperformance, we       
concluded that the best way to protect our investment would be to fix the       
Company ourselves by pursuing a change in the Board and senior management. As an
initial step, we filed a preliminary consent solicitation statement to seek the 
consent of the Company's stockholders to, among other things, remove the        
Company's three non-independent directors. Within six business days of our      
filing, the Company announced that it would initiate a process to sell the      
Company to the highest bidder.                                                  

  We believe it is unlikely that a buyer will emerge who will be able to
offer an attractive price for your shares given the Company's heavy debt load   
(and its associated change of control and poison debt provisions described      
below), golden parachutes and other substantial additional costs that would be  
triggered upon a change of control. We believe such costs are substantial and   
could aggregate to be in excess of approximately $170 million, or approximately 
$1.82 per share, and are likely to deter third parties from being able to make  
an attractive offer for your shares. Moreover, we believe the Company's sale    
announcement is merely a defensive tactic employed by the current Board and     
management to disrupt our consent solicitation and prevent a change in directors
by raising stockholders' expectations that the Company can be sold at an        
attractive price. In our view, a new management team with a new operational plan
should be given the opportunity to fix Six Flags so that stockholders can       
realize maximum value. The time for this change is now because new operational  
plans must be adopted and implemented this fall well in advance of the peak     
summer season for the Company's theme parks. We believe that the more the       
Company delays a change in the management team, the longer it will take for a   
new management team to reverse the Company's underperformance and decline in    
stockholder value. Now is not the time to sell the Company! It is time to put   
our Nominees on the Board!                                                      

A sale of the Company would also divert a substantial amount of the 
Company's cash to Stanley Shuman, Kieran Burke and James Dannhauser, the three  
non-independent directors who we are seeking to remove due to their conflicts of
interest. Upon a sale of the Company, Allen & Company LLC ("Allen & Co."), an   
investment banking firm in which Mr. Shuman is a managing director, would       
receive, at a minimum, a $12.5 million fee. In contrast, if our consent         
solicitation is successful, Allen & Co. would only receive a $2 million fee. In 
addition, an extended sale process could delay a change in directors and        
management and will result in increased severance payments for Messrs. Burke and
Dannhauser if their employment is terminated after January 1, 2006, either as a 
result of an eventual sale or after a successful consent solicitation. For these
reasons, we believe the directors we are seeking to remove have conflicts of    
interests and financial incentives that are not consistent with the interests of
stockholders. Would you trust these directors to sell Six Flags and protect your
interests as stockholders? We do not.                                           

 Accordingly, notwithstanding the Company's announced intent to seek a
buyer, we are soliciting your consent to approve the following:                 

 o     the removal without cause of Kieran Burke, James Dannhauser and
          Stanley Shuman from the Company's Board of Directors and any other
          person or persons (other than the persons elected pursuant to this
       proposed action by written consent) elected or appointed to the
           Board of the Company prior to the effective date of these Proposals
       to fill any newly-created directorship or vacancy on the Board;

     o     the election of Mark Shapiro, Executive Vice President, Programming
     and Production of ESPN, Inc. (a subsidiary of The Walt Disney
       Company), Daniel M. Snyder, Managing Member of Red Zone LLC and
          Chairman and Principal Owner of the Washington Redskins and Dwight
           Schar, Chairman of NVR, Inc., the nation's 6th largest homebuilder,
   to serve as members of the Board and fill the newly-created
vacancies (the "Nominees");                             

      o     the amendment of the Company's Bylaws to fix the number of directors
permitted to serve on the Board at seven;               

     o     the amendment of the Company's Bylaws to require the unanimous vote
           of all directors in order for the Board to amend the section of the
          Bylaws which fixes the number of directors constituting the Board;

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    o     the amendment of the Bylaws to provide that vacancies on the Board
     created as a result of the removal of directors by Six Flags'
        stockholders may be filled only by a majority vote of Six Flags'
stockholders; and                                       

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

   Our Nominees will actively oversee and monitor the Company's efforts to
seek a buyer while working at the same time to improve the Company's long-term  
viability and stock price so that stockholders are protected if, as we expect,  
no acceptable sale transaction emerges. Among other things, our Nominees will   
urge the Board to appoint Mark Shapiro as the Chief Executive Officer of the    
Company and Daniel M. Snyder as Chairman of the Board and direct management to  
take decisive steps to maximize stockholder value through optimizing operational
performance by:                                                                 

o     establishing a clean, safe and fun brand image for Six Flags; 

o     redesigning advertising and marketing strategies;             

     o     creating strategic relationships with vendors allowing Six Flags to
        sell such vendors' branded products in the parks (referred to in
 this consent solicitation as "concession relationships");

o     creating strategic sponsorship relationships with vendors and 
partnering with more modern brands; and                 

      o     divesting underutilized/excess real properties that are not critical
to the overall management plan.                         

      If a buyer does come along who offers an attractive price for your shares,
our Nominees, if elected, will review and evaluate the proposed transaction     
consistent with their fiduciary duties to all shareholders. As a minority of the
Board, our Nominees will not have the ability to block a sale and, moreover, as 
the Company's largest stockholder, we will vote in favor of any transaction that
we believe will provide maximum value to stockholders.                          

Although we believe the entire Board should be held accountable to  
stockholders and removed for the Company's underperformance, we are seeking only
a non-majority position on the Board due to the poison debt and preferred stock 
(collectively, the "poison debt") the Company has put in place over the years,  
which, based on the Company's most recent public filings, amounts to            
approximately $2.6 billion. This "poison debt" permits the holders of the       
securities to either accelerate the outstanding amounts or require the Company  
to offer to repurchase the securities if we (or any other party) were to obtain 
a majority position on the Board. For this reason, if elected, our Nominees will
not be able to cause the Board to take (or not take) any specific actions, but  
we are confident that our Nominees will use their best efforts to influence the 
Board and management to bring about changes that, in our Nominees' judgment, are
in the best long-term interests of all Six Flags' stockholders.                 

  We believe that with the right management team in place, Six Flags can
implement measures to increase revenue and decrease expenses, eventually        
outperform its peers in the amusement, recreation and leisure industry and      
maximize stockholder value. Therefore, if we are successful in our consent      
solicitation, we will commence a fully funded cash tender offer (the "Offer") to
purchase up to 34.9% of the Company's outstanding shares (the calculation of    
such percentage to include any shares we own at the time we accept shares for   
purchase pursuant to the Offer) at a price of $6.50 per share if, at any time   
during the ninety days following the date our Nominees are seated on the Board, 
the Company's stock closes at a price at or lower than $6.50 per share for five 
consecutive trading days. The Offer, if commenced, will be on the terms and     
subject to the conditions to be set forth in an offer to purchase and related   
letter of transmittal which we plan to file with the SEC at the commencement of 
the Offer. The conditions to the Offer will include, among other things:        

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o     the Company amending the Second Amended and Restated Rights   
           Agreement dated as of September 14, 2004 (the "Poison Pill") by and
       between the Company and the Bank of New York to make the Rights
inapplicable to the Offer;                              

    o     the Board taking all actions so that the restrictions contained in
      Section 203 of DGCL applicable to a "business combination" (as
 defined in such Section 203), and any other similar legal
         requirement, will not apply to any business combination involving
          Six Flags, on the one hand, and Red Zone or any of its affiliates,
on the other hand;                                      

   o     the Board designating Mark Shapiro as Chief Executive Officer and
Daniel M. Snyder as Chairman of the Board; and          

o     non-occurrence of any change or development, in the business, 
         properties, assets, liabilities, financial condition, operations,
        results of operations or prospects of the Company, which, in our
    reasonable judgment, is or will be materially adverse to the
       Company, or we shall have become aware of any fact that, in our
           reasonable judgment, does or will have a material adverse effect on
the value of the shares.                                

      We plan to offer to purchase only up to 34.9% of the Company's outstanding
shares (the calculation of such percentage to include any shares we own at the  
time we accept shares for purchase pursuant to the Offer). If we were to        
purchase more, the Company's approximately $2.6 billion in "poison debt" would  
either give the holders of the securities the right to accelerate the           
outstanding amounts or require the Company to offer to repurchase the           
securities.                                                                     

 We have filed a Hart-Scott-Rodino Act Pre-Merger Notification Form to
acquire up to 49.9% of the Company's outstanding common stock and the waiting   
period applicable to our filing has expired.                                    

      WE WILL NOT CONSUMMATE THE OFFER IF WE DO NOT OBTAIN THE REQUIRED CONSENTS
TO APPROVE ALL THE PROPOSALS PURSUANT TO THIS CONSENT SOLICITATION.             

 Our Nominees, if seated on the Board, are expected to act in the best
interest of all Six Flags' stockholders. The Nominees believe Six Flags'        
stockholders should be allowed to make their own determination as to whether to 
tender their shares to Red Zone in the Offer. Thus, the Nominees are expected to
urge the Board to remove any impediments to the Offer, including rendering the  
Poison Pill and Section 203 of the Delaware General Corporation Law inapplicable
to the Offer.                                                                   

  THIS CONSENT SOLICITATION STATEMENT IS NOT A TENDER OFFER NOR AN OFFER
WITH RESPECT THERETO. THE OFFER, IF COMMENCED, WILL BE MADE ONLY BY MEANS OF AN 
OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. STOCKHOLDERS ARE URGED TO  
READ OUR TENDER OFFER MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY  
WILL CONTAIN IMPORTANT INFORMATION. YOU WILL BE ABLE TO OBTAIN COPIES OF OUR    
TENDER OFFER MATERIALS FREE OF CHARGE FROM THE SEC'S WEBSITE AS WELL AS FROM    
INNISFREE M&A INCORPORATED AT THE ADDRESS AND TELEPHONE NUMBERS PROVIDED BELOW. 

      The enclosed consent solicitation statement contains important information
concerning our solicitation and our Nominees - please read it carefully.        

      WE URGE YOU TO PROTECT YOUR INVESTMENT IN SIX FLAGS NOW BY SIGNING, DATING
AND RETURNING THE ENCLOSED WHITE CONSENT CARD TODAY.                            

     The results of our request for consent will be communicated to you by the
issuance of a press release. Additionally, in accordance with applicable law,   
prompt notice of the action taken by consent will be provided to stockholders   
who have not executed consents.                                                 

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    Please consent with respect to all shares for which you were entitled to
give consent as of the ______ ___, 2005 record date, as set forth on your WHITE 
consent card, in favor of each Proposal as described in the accompanying consent
statement.                                                                      

Ashburn, VA                             Thank you for your support,             
____________, 2005                                                              

            Red Zone LLC

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 IMPORTANT
PLEASE READ THIS CAREFULLY

   1. If you hold your shares in your own name, please sign, date and mail
the enclosed WHITE consent card to Innisfree M&A Incorporated in the            
postage-paid envelope provided.                                                 

    2. If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can execute a consent representing your shares and
only on receipt of your specific instructions. Accordingly, you should contact  
the person responsible for your account and give instructions for a WHITE       
consent card to be signed representing your shares. We urge you to confirm in   
writing your instructions to the person responsible for your account and provide
a copy of those instructions to us in care of Innisfree M&A Incorporated so that
we will be aware of all instructions given and can attempt to ensure that those 
instructions are followed.                                                      

 If you have any questions or require any assistance in executing your
consent, please call:                                                           

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
 Stockholders call toll-free: 1-877-750-9497
Banks and Brokers call collect: 1-212-750-5833

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 PRELIMINARY COPY -- SUBJECT TO COMPLETION
__________, 2005

CONSENT SOLICITATION STATEMENT
OF
RED ZONE LLC

Red Zone LLC is furnishing this consent solicitation statement in   
connection with its solicitation of written consents from the holders of common 
stock, par value $.025 per share (the "Shares"), of Six Flags, Inc., a Delaware 
corporation ("Six Flags" or the "Company"), to take the following actions       
without a stockholders' meeting in accordance with Delaware law to:             

           (1) remove without cause Kieran Burke, James Dannhauser and Stanley
   Shuman from the Board of Directors of the Company (the "Board") and any
    other person or persons (other than the persons elected pursuant to this
    proposed action by written consent) elected or appointed to the Board of
  the Company prior to the effective date of these Proposals to fill any
newly created directorship or vacancy on the Board ("Proposal 1");  

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

          (3) amend Section 4.1 of the Company's Bylaws to fix the number of
   directors permitted to serve on the Six Flags Board at seven ("Proposal
3") as set forth on Annex II hereto;                                

     (4) amend Section 26.1 of the Company's Bylaws to require the
   unanimous vote of all directors in order for the Board to amend Section
   4.1 of the Bylaws, which fixes the number of directors constituting the
Board ("Proposal 4") as set forth on Annex II hereto;               

     (5) amend Section 4.4 of the Company's Bylaws to provide that
  vacancies on the Six Flags Board created as a result of the removal of
 directors by Six Flags' stockholders may be filled only by a majority
   vote of Six Flags' stockholders ("Proposal 5") as set forth on Annex II
hereto; and                                                         

          (6) repeal each provision of the Company's Bylaws or amendments of
  the Bylaws that are adopted after September 13, 2004 (the last date of
reported changes) and before the effectiveness of the foregoing six 
     Proposals and the seating of the Nominees on the Board ("Proposal 6", and
collectively with Proposal 1, Proposal 2, Proposal 3, Proposal 4 and
Proposal 5, the "Proposals").                                       

Each of the six Proposals is conditioned upon the approval by the   
stockholders of the Company of each of the other Proposals. Each Proposal will  
be effective without further action when we deliver to Six Flags consents from  
the holders of a majority of the issued and outstanding shares of Six Flags     
common stock. Red Zone LLC beneficially owns an aggregate of 10,921,300 shares  
(approximately 11.7%) of the Shares as of the date of this consent solicitation 
and intends to deliver a consent in favor of each of the Proposals.             

     The purpose of the consent solicitation is to install three new directors
on the Board who we believe will influence the Board to change senior management
and implement new strategies to maximize stockholder value and monitor the      
Company's efforts to seek a buyer. The Nominees are expected to act in the best 
interest of all Six Flags' stockholders.                                        

    THIS CONSENT SOLICITATION IS BEING MADE BY RED ZONE LLC AND NOT BY OR ON
BEHALF OF THE COMPANY. WE ARE ASKING THE STOCKHOLDERS OF THE COMPANY TO ACT BY  
WRITTEN CONSENT WITH RESPECT TO THESE PROPOSALS ON THE ACCOMPANYING WHITE       
CONSENT CARD.                                                                   

    A consent solicitation is a process that allows a company's stockholders
to act by submitting written consents to any proposed stockholder actions in    
lieu of voting in person or by proxy at an annual or special meeting            

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of stockholders. Whereas at special or annual meetings of stockholders at which 
a quorum is present, proposed actions only require that a majority of the shares
represented at the meeting vote in favor of a proposal, a written consent       
solicitation requires the majority vote of all stock outstanding of a company.  

For the Proposals described herein to be effective, the Company must
receive by _____, 2005 (the "Expiration Date") properly completed and duly      
delivered unrevoked written consents to the Proposals from the holders of record
as of the close of business on _______, 2005 (the "Record Date"), of a majority 
of the Shares then outstanding. See "Consent Procedure."                        

      If we are successful in our consent solicitation, we will commence a fully
funded cash tender offer to purchase up to 34.9% of the Company's outstanding   
shares (the calculation of such percentage to include any Shares we own at the  
time we accept Shares for purchase pursuant to the Offer) at a price of $6.50   
per share if, at any time during the ninety days following the date our Nominees
are seated on the Board, the Company's stock closes at a price at or lower than 
$6.50 per share for five consecutive trading days. The Offer, if commenced, will
be on the terms and subject to the conditions to be set forth in an offer to    
purchase and related letter of transmittal which we plan to file with the SEC at
the commencement of the Offer. The conditions to the Offer will include, among  
other things:                                                                   

o     the Company amending the Second Amended and Restated Rights   
           Agreement dated as of September 14, 2004 (the "Poison Pill") by and
       between the Company and the Bank of New York to make the Rights
inapplicable to the Offer;                              

    o     the Board taking all actions so that the restrictions contained in
      Section 203 of DGCL applicable to a "business combination" (as
 defined in such Section 203), and any other similar legal
         requirement, will not apply to any business combination involving
          Six Flags, on the one hand, and Red Zone or any of its affiliates,
on the other hand;                                      

   o     the Board designating Mark Shapiro as Chief Executive Officer and
Daniel M. Snyder as Chairman of the Board; and          

o     non-occurrence of any change or development, in the business, 
         properties, assets, liabilities, financial condition, operations,
        results of operations or prospects of the Company, which, in our
    reasonable judgment, is or will be materially adverse to the
       Company, or we shall have become aware of any fact that, in our
           reasonable judgment, does or will have a material adverse effect on
the value of the Shares.                                

 We have filed a Hart-Scott-Rodino Act Pre-Merger Notification Form to
acquire up to 49.9% of the Company's outstanding common stock and the waiting   
period applicable to our filing has expired.                                    

      WE WILL NOT CONSUMMATE THE OFFER IF WE DO NOT OBTAIN THE REQUIRED CONSENTS
TO APPROVE ALL THE PROPOSALS PURSUANT TO THIS CONSENT SOLICITATION.             

  Our Nominees believe Six Flags' stockholders should be allowed to make
their own determination as to whether to tender their Shares to Red Zone in the 
Offer. Thus, our Nominees are expected to urge the Board to remove any          
impediments to the Offer, including rendering the Poison Pill and Section 203 of
the Delaware General Corporation Law inapplicable to the Offer.                 

  THIS CONSENT SOLICITATION STATEMENT IS NOT A TENDER OFFER NOR AN OFFER
WITH RESPECT THERETO. THE OFFER, IF COMMENCED, WILL BE MADE ONLY BY MEANS OF AN 
OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. STOCKHOLDERS ARE URGED TO  
READ OUR TENDER OFFER MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY  
WILL CONTAIN IMPORTANT INFORMATION. YOU WILL BE ABLE TO OBTAIN COPIES OF OUR    
TENDER OFFER MATERIALS FREE OF CHARGE FROM THE SEC'S WEBSITE AS WELL AS FROM    
INNISFREE M&A INCORPORATED AT THE ADDRESS AND TELEPHONE NUMBERS PROVIDED BELOW. 

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      This Consent Solicitation Statement and the related WHITE consent card are
first being sent or given on or about ______, 2005 to all holders of record of  
Shares on the Record Date for this consent solicitation.                        

We urge you to vote in favor of the Proposals by signing, dating and
returning the enclosed WHITE consent card. The failure to sign and return a     
consent will have the same effect as voting against the Proposals.              

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 TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION..........................5
INFORMATION ON RED ZONE LLC AND PARTICIPANTS...................................9
REASONS FOR THE CONSENT SOLICITATION..........................................11
BACKGROUND OF THE CONSENT SOLICITATION........................................13
PROPOSAL NO. 1 REMOVAL OF KIERAN BURKE, JAMES DANNHAUSER AND STANLEY            
   SHUMAN.....................................................................23
PROPOSAL NO. 2 ELECTION OF NOMINEES...........................................24
PROPOSAL NO. 3 AMENDMENT TO BYLAWS FIXING NUMBER OF DIRECTORS.................26
PROPOSAL NO. 4 AMENDMENT TO BYLAWS REGARDING CHANGE IN NUMBER OF                
   DIRECTORS..................................................................27
PROPOSAL NO. 5 AMENDMENT TO BYLAWS REGARDING VACANCIES........................27
PROPOSAL NO. 6 REPEAL OF ADDITIONAL BYLAWS OR BYLAW AMENDMENTS................28
THE OFFER.....................................................................28
VOTING SECURITIES.............................................................29
PRINCIPAL STOCKHOLDERS........................................................29
SHARES HELD BY PARTICIPANTS AND THE NOMINEES..................................32
CERTAIN TRANSACTIONS BETWEEN THE COMPANY AND THE PARTICIPANTS.................32
APPRAISAL RIGHTS..............................................................33
SOLICITATION OF CONSENTS......................................................33
CONSENT PROCEDURE.............................................................34
SPECIAL INSTRUCTIONS..........................................................35

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 QUESTIONS AND ANSWERS ABOUT THIS CONSENT SOLICITATION

   The following are some of the questions you, as a stockholder, may have
and answers to those questions. The following is not meant to be a substitute   
for the information contained in the remainder of this document, and the        
information contained below is qualified by the more detailed descriptions and  
explanations contained elsewhere in this document. We urge you to read this     
entire document carefully prior to making any decision on whether to grant any  
consent hereunder.                                                              

Q:    Who is making the solicitation?                                           

A:    Red Zone LLC, a Delaware limited liability company ("Red Zone"). We are   
the largest stockholder of Six Flags. We beneficially own 10,921,300
    Shares or approximately 11.7% of the outstanding Shares. The business of
  Red Zone is that of a private limited liability company engaged in the
   purchase and sale of securities for investment for its own account. Red
    Zone is controlled by its Managing Member, Daniel M. Snyder, who is also
the principal owner and Chairman of the Washington Redskins football
   franchise. The other members of Red Zone are Arlette Snyder, Michele D.
    Snyder, Dwight Schar, David Pauken, Karl Swanson, Dennis Greene, Vincent
      Cerrato, Generation Capital Partners II LP and Generation Members' Fund II
     LP. Such members may be deemed participants in this consent solicitation.
   In addition, the other two Nominees, Mark Shapiro and Dwight Schar, are
      also participants in this consent solicitation. For additional information
on the participants, please see "Information on Red Zone LLC and the
Participants" on page [9].                                          

Q:    What are you asking that the stockholders consent to?                     

A:    We are asking you to give your written consent to six Proposals. The first
   two Proposals seek to remove three non-independent members of the Board
  and replace them with Red Zone's Nominees. The third Proposal seeks to
    amend Section 4.1 of the Company's Bylaws to fix the number of directors
   permitted to serve on the Six Flags Board at seven. The fourth Proposal
seeks to amend Section 26.1 of the Company's Bylaws to require the  
   unanimous vote of all the members of the Board for any amendment by the
Board of the Bylaws which would change the number of directors      
    constituting the Board. The fifth Proposal seeks to amend Section 4.4 of
  the Company's Bylaws so that only Six Flags' stockholders (and not the
    Board) can fill any vacancies on the Board created as a result of death,
   resignation, disqualification, removal or otherwise. The sixth Proposal
   seeks to repeal each provision of the Company's Bylaws or amendments of
  the Bylaws that are adopted after September 13, 2004 (the last date of
reported changes) and before the effectiveness of the foregoing six 
Proposals and the seating of the Nominees on the Board.             

Q:    Why are you soliciting stockholders' consent?                             

A:    We are soliciting your consent because we believe the current Board and   
   management team are not pursuing the most effective plan to protect and
     enhance your investment in Six Flags. We believe much more can be done to
  maximize stockholder value and that it is time for immediate change at
both the Board and management level. We believe the approval of our 
     Proposals will provide the Company with qualified and committed directors
      who will urge the Board to appoint Mark Shapiro as Chief Executive Officer
  and Daniel M. Snyder as Chairman of the Board and direct management to
take decisive steps to maximize stockholder value through optimizing
   operational performance. Additionally, we believe that having three new
    directors on the Board who are unaffiliated with current management will
serve to protect stockholder interests as the Company pursues its   
      newly-announced intent to seek a buyer for the Company. If we commence our
  Offer to purchase up to 34.9% of the Company's outstanding Shares, our
     Nominees are also expected to urge the Board to remove any impediments to
our Offer, including the Company's Poison Pill.                     

Q:    Who are Red Zone's Nominees?                                              

A:    Mark Shapiro, Daniel M. Snyder and Dwight Schar. The Nominees are highly  
     qualified individuals with significant business experience. The principal
   occupation and business experience of each Nominee is set forth in this
     Consent Solicitation Statement under the section entitled "Proposal No. 2
Election of Nominees," which we urge you to read.                   

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Q:    Why are you not seeking a majority position on the Board?                 

A:    We believe that with the right management team in place Six Flags could   
    implement measures to increase revenue and decrease expenses, eventually
      outperform its peers in the amusement, recreation and leisure industry and
   maximize stockholder value. While we believe the entire Board should be
held accountable to stockholders and removed for the Company's      
    underperformance, we are only seeking to replace less than a majority of
the Board because of the Company's "poison debt" which, based on the
Company's most recent public filings, amounts to approximately $2.6 
     billion. If we (or any other party) were to obtain a majority position on
      the Board, the Company's approximately $2.6 billion in "poison debt" would
     permit the holders of the securities to either accelerate the outstanding
 amounts or require the Company to offer to repurchase the securities.

Q:    The Company has said it will seek a buyer for Six Flags. Why should       
   stockholders consent to your proposed actions while the sale process is
pending?                                                            

A:    We believe it is unlikely that a buyer will emerge who will be able to    
    offer an attractive price for your shares given the Company's heavy debt
   load (and its associated change of control and poison debt provisions),
  golden parachutes and other substantial additional costs that would be
     triggered upon a change of control. We believe such costs are substantial
 and could aggregate to be in excess of approximately $170 million, or
     approximately $1.82 per share, and are likely to deter third parties from
being able to make an attractive offer for your shares. Moreover, we
believe the Company's sale announcement is merely a defensive tactic
employed by the current Board and management to disrupt our consent 
   solicitation and prevent a change of directors by raising stockholders'
    expectations that the Company can be sold at an attractive price. In our
   view, a new management team with a new operational plan should be given
     the opportunity to fix Six Flags so that stockholders can realize maximum
     value. The time for this opportunity is now because new operational plans
 must be adopted and implemented this fall well in advance of the peak
     summer season for the Company's theme parks. We believe that the more the
   Company delays a change in the management team, the longer it will take
   for a new management team to reverse the Company's underperformance and
decline in stockholder value.                                       

  In addition, the three directors who we are seeking to remove from the
      Board have conflicts of interest. Upon a sale of the Company, Allen & Co.,
  an investment banking firm in which Mr. Shuman is a managing director,
 would receive, at a minimum, a $12.5 million fee. In contrast, if our
   consent solicitation is successful, Allen & Co. would only receive a $2
      million fee. In addition, an extended sale process could delay a change in
    directors and management and will result in increased severance payments
    for Messrs. Burke and Dannhauser if their employment is terminated after
January 1, 2006, either as a result of an eventual sale or after a  
successful consent solicitation.                                    

We believe that having three new directors on the Board who are     
  unaffiliated with current management will serve to protect stockholder
 interests as the Company pursues its newly-announced intent to seek a
     buyer for the Company. If elected, our Nominees will actively oversee and
   monitor the Company's efforts to seek a buyer while working at the same
     time to improve the Company's long-term viability and stock price so that
stockholders are protected if, as we expect, no acceptable sale     
     transaction emerges. Among other things, our Nominees will urge the Board
     to appoint Mark Shapiro as the Chief Executive Officer of the Company and
   Daniel M. Snyder as Chairman of the Board and direct management to take
decisive steps to maximize stockholder value through optimizing     
operational performance as described herein.                        

Q:    When will you launch your tender offer and what is it conditioned upon?   

A:    If we are successful in our consent solicitation, we will commence a fully
funded cash tender offer to purchase up to 34.9% of the Company's   
 outstanding shares (the calculation of such percentage to include any
   Shares we own at the time we accept Shares for purchase pursuant to the
  Offer) at a price of $6.50 per share if, at any time during the ninety
days following the date our Nominees are seated on the Board, the   
  Company's stock closes at a price at or lower than $6.50 per share for
  five consecutive trading days. The Offer, if commenced, will be on the
terms and subject to the conditions to be set forth in an offer to  
     purchase and related letter of transmittal which we plan to file with the
  SEC at the commencement of the Offer. The conditions to the Offer will
include, among other things:                                        

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         o     the Company amending the Second Amended and Restated Rights
                Agreement dated as of September 14, 2004 (the "Poison Pill")
               by and between the Company and the Bank of New York to make
the Rights inapplicable to the Offer;       

   o     the Board taking all actions so that the restrictions
              contained in Section 203 of DGCL applicable to a "business
                combination" (as defined in such Section 203), and any other
             similar legal requirement, will not apply to any business
                  combination involving Six Flags, on the one hand, and Red Zone
or any of its affiliates, on the other hand;

           o     the Board designating Mark Shapiro as Chief Executive Officer
      and Daniel M. Snyder as Chairman of the Board; and

           o     non-occurrence of any change or development, in the business,
         properties, assets, liabilities, financial condition,
                  operations, results of operations or prospects of the Company,
               which, in our reasonable judgment, is or will be materially
                adverse to the Company, or we shall have become aware of any
              fact that, in our reasonable judgment, does or will have a
       material adverse effect on the value of the Shares.

 We have filed a Hart-Scott-Rodino Act Pre-Merger Notification Form to
 acquire up to 49.9% of the Company's outstanding common stock and the
waiting period applicable to our filing has expired.                

Q:    If an Offer is commenced, why are you not seeking to acquire a majority of
the Shares?                                                         

A:    If an Offer is commenced, we plan to offer to purchase only up to 34.9% of
   the Company's outstanding shares (the calculation of such percentage to
include any shares we own at the time we accept shares for purchase 
pursuant to the Offer). If we were to purchase more, the Company's  
     approximately $2.6 billion in "poison debt" would either give the holders
of the securities the right to accelerate the outstanding amounts or
require the Company to offer to repurchase the securities.          

Q:    Who can give a written consent to the Proposals?                          

A:    If you are a record owner of Shares as of the close of business on the    
    Record Date, you have the right to consent to the Proposals. Pursuant to
the Company's Bylaws, any stockholder of record seeking to have the 
     stockholders of the Company authorize or take corporate action by written
consent is required to request that the Board fix a record date to  
     establish those stockholders that are entitled to give their consent. The
      Company's Board must reasonably promptly, but in all events within 10 days
      after the date on which the request is received, adopt a resolution fixing
   the record date for the solicitation, which record date must be no more
      than 10 days after the date of the resolution. If the Board does not fix a
   record date within 10 days after the receipt of the request, the record
date for the solicitation will be the date on which the first signed
     consent is delivered to the Company. Red Zone made a request on ________,
    2005 that the Board fix a record date for this consent solicitation. [On
_________, 2005, the Board fixed [_____________], 2005 as the Record
  Date.] The filing of this Consent Solicitation Statement with the SEC,
  whether in preliminary or definitive form, shall not be deemed to be a
   request by us or any other Six Flags stockholder for the Board to set a
record date for the consent solicitation.                           

Q:    When is the deadline for submitting consents?                             

A:    We urge you to submit your consent as soon as possible so that our        
  Nominees can be seated on the Board now. New operational plans must be
  adopted and implemented by management this fall well in advance of the
peak summer season for the Company's theme parks. In order for our  
Proposals to be adopted, the Company must receive written unrevoked 
consents signed by a sufficient number of stockholders to adopt the 
Proposals within 60 calendar days of the date of the earliest dated 
    consent delivered to the Company. WE URGE YOU TO ACT AS SOON AS POSSIBLE
TO ENSURE THAT YOUR CONSENT WILL COUNT.                             

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Q:    How many consents must be granted in favor of the Proposals to adopt them?

A:    These Proposals will be adopted and become effective when properly        
    completed, unrevoked consents are signed by the holders of a majority of
  the outstanding Shares as of the close of business on the Record Date,
  provided that such consents are delivered to the Company by [_______],
   2005. According to the Company's latest Form 10-Q filed with the SEC on
August 9, 2005, the Company had 93,106,528 Shares of common stock   
 outstanding as of August 1, 2005. Cumulative voting is not permitted.
Assuming that the number of issued and outstanding Shares remains   
 93,106,528 on the Record Date, the consent of the holders of at least
      46,553,265 Shares would be necessary to effect these Proposals. The actual
   number of consents necessary to effect the Proposals will depend on the
actual facts as they exist on the record date.                      

Q:    What should I do to consent?                                              

A:    Sign, date and return the enclosed WHITE consent card today to Innisfree  
     M&A Incorporated in the enclosed postage-paid envelope. In order for your
consent to be valid, your consent card must be signed and dated.    

Q:    What should I do if I decide to revoke my consent?                        

A:    An executed consent card may be revoked at any time before the action     
    authorized by the executed consent becomes effective by marking, dating,
   signing and delivering a written revocation. A revocation may be in any
  written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. The
    delivery of a subsequently dated consent card that is properly completed
      will constitute a revocation of any earlier consent. The revocation may be
 delivered either to the Company or to Red Zone LLC, c/o Innisfree M&A
Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022. 
      Although a revocation is effective if delivered to the Company, we request
that either the original or photostatic copies of all revocations of
consents be mailed or delivered to Innisfree M&A Incorporated at the
    address set forth above, so that we will be aware of all revocations and
    can more accurately determine if and when consents to the Proposals have
been received from the holders of record on the Record Date for this
consent solicitation of a majority of the outstanding Shares.       

Q:    Whom should I call if I have questions about the solicitation?            

A:    Please call Innisfree M&A Incorporated at 877-750-9497 (toll-free). Banks 
and brokers may call collect at 212-750-5833.                       

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INFORMATION ON RED ZONE LLC AND PARTICIPANTS

This consent solicitation is being made by Red Zone LLC, a Delaware 
limited liability company. The business of Red Zone is that of a private limited
liability company engaged in the purchase and sale of securities for investment 
for its own account. Red Zone was formed on or about August 5, 2004. Currently, 
its only investment is the stock of Six Flags. Red Zone's business address is   
21300 Redskin Park Drive, Ashburn, VA 20147.                                    

   Red Zone is controlled by its Managing Member, Daniel M. Snyder, who is
also the principal owner and Chairman of the Washington Redskins football       
franchise. As of October 1, 2005, Mark Shapiro will serve as Chief Executive    
Officer of Red Zone. Please see "Proposal No. 2 - Election of Nominees" for     
additional information about Messrs. Snyder and Shapiro.                        

The other members of Red Zone are Arlette Snyder, Michele D. Snyder,
Dwight Schar, David Pauken, Karl Swanson, Dennis Greene, Vincent Cerrato,       
Generation Capital Partners II LP and Generation Members' Fund II LP. All       
members may be deemed participants in this consent solicitation. In addition,   
Dwight Schar, as a Nominee, is also a participant in this consent solicitation. 
Unless otherwise indicated, the business address for the Nominees and the other 
participants is c/o Washington Redskins, 21300 Redskin Park Drive, Ashburn, VA  
20147.                                                                          

Generation Capital Partners II LP is a Delaware limited partnership 
organized on March 28, 2000. It is controlled by its general partner, Generation
Partners II LLC, a Delaware limited liability company ("GP"), and is a private  
investment firm engaged in the purchase and sale of securities for investment   
for its own account. Generation Members' Fund II LP is a Delaware limited       
partnership organized on August 24, 2000 that is also controlled by GP and is   
engaged in the same business as Generation Capital Partners II LP. The business 
address for Generation Capital Partners II LP and Generation Members' Fund II LP
is c/o Generation Partners, One Greenwich Office Park, Greenwich, CT 06831.     

Red Zone and Daniel Snyder, as managing member, beneficially own    
approximately 11.7% of the outstanding Shares. The other participants are not   
deemed to beneficially own and do not hold record ownership of any Shares or any
securities of any subsidiary of the Company.                                    

     Except as disclosed in this consent solicitation statement (including the
Annexes hereto), neither of Red Zone LLC, any of the other participants, nor any
of their respective affiliates or associates, directly or indirectly:           

      o     has had any relationship with the Company in any capacity other than
as a stockholder;                                       

     o     has any agreement, arrangement or understanding with respect to any
future employment by the Company or its affiliates;     

 o     has any agreement, arrangement or understanding with respect to
         future transactions to which the Company or any of its affiliates
        will or may be a party, or have any material interest, direct or
            indirect, in any transaction that has occurred since January 1, 2004
   or any currently proposed transaction, or series of similar
          transactions, which the Company or any of its affiliates was or is
       to be a party and in which the amount involved exceeds $60,000;

o     is, and was not within the past year, party to any contract,  
         arrangement or understandings with any person with respect to any
      securities of the Company, including but not limited to, joint
        ventures, loan or option arrangements, puts or calls, guarantees
            against loans or guarantees of profit, division of losses or profits
or the giving or withholding of proxies; or             

     o     is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to the Company or any of its
subsidiaries in any material legal proceeding.          

    Set forth below is the principal occupation or employment of each person
or organization that may be deemed a participant, and the name, principal       
business and address of the corporations or other organizations in which such   
employment is carried on.                                                       

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                                                        [Enlarge/Download Table]

                                                                       Name, Principal Business and                          
Participant                        Principal Occupation or Employment  Address of the Corporation or other Organization      
---------------------------------  ----------------------------------  ------------------------------------------------------
                                                                                                                             

Red Zone LLC                       N/A                                 N/A                                                   

Mark Shapiro                       Executive Vice President            ESPN, Inc., a sports television network,              
                                      (resignation effective as of        605 Third Avenue                                   
                                      October 1, 2005)                    New York, NY 10158-0180                            

Daniel M. Snyder                   Chairman and Principal Owner        Washington Redskins, a professional football franchise

Dwight Schar                       Chairman                            NVR, Inc., a home builder                             
                                                                          7601 Lewinsville Road, Suite 300                   
                                                                          McLean, VA 22102                                   

Arlette Snyder                     Private Investor                    N/A                                                   

Michele D. Snyder                  Real Estate                         Washington Redskins, a professional football franchise

David Pauken                       Chief Operating Officer             Washington Redskins, a professional football franchise

Karl Swanson                       Senior Vice President               Washington Redskins, a professional football franchise

Dennis Greene                      Senior Vice President               Washington Redskins, a professional football franchise

Vincent Cerrato                    Vice President                      Washington Redskins, a professional football franchise

Generation Capital Partners II LP  N/A                                 N/A                                                   

Generation Members' Fund II LP     N/A                                 N/A                                                   

    The above information has been furnished to us by the respective persons
and organizations that may be deemed participants in this consent solicitation. 

    Please see Annex I for the purchases and sales of the Company's stock by
Red Zone LLC.                                                                   

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REASONS FOR THE CONSENT SOLICITATION

   The Company's stock has underperformed relative to its peers as well as
the broader market over the last five years, and we firmly believe it is time   
for the Board to pursue a new operational plan to maximize stockholder value.   
Among other things, our Nominees will urge the Board to appoint Mark Shapiro as 
Chief Executive Officer of the Company and Daniel M. Snyder as Chairman of the  
Board and direct management to take decisive steps to increase attendance and   
revenue, decrease expenses and allocate capital more wisely. Additionally, we   
believe that having three new directors on the Board who are unaffiliated with  
current management will serve to protect stockholder interests as the Company   
pursues its newly-announced intent to seek a buyer for the Company.             

Six Flags has Underperformed Over the Past Five Years Under a Senior Management 
Team that has Nonetheless Profited Handsomely during the Same Period.           

On August 27, 2004, the last trading day before we filed our initial
statement of ownership on Schedule 13D, the Company's stock closed at a price of
$4.72 per share, which is more than 79% lower than its five-year high closing   
price of $23.25 (May 2001). Moreover, during every single year in the past five 
years, the Company generated losses applicable to its common stock holders,     
aggregating to approximately $927 million, or $9.96 per share, while the        
Company's stock price had an annualized rate of return of negative 16.9% per    
annum. In contrast, Cedar Fair, a publicly-traded peer company, achieved an     
annualized rate of return of 10.4%, and the S&P 500 Index returned negative 3.8%
per annum for this period. One dollar invested in the Company in August 2000 was
worth less than 40 cents by August 17, 2005!                                    

In more recent years, Six Flags has experienced a decline in annual 
attendance while overall U.S. amusement/theme park and attractions industry     
attendance has increased. During the period from 2002 to 2004, despite an       
improving economy and the Company's significant new investments in its parks,   
attendance on a same-park basis decreased by approximately 4%, the average      
ticket price remained relatively flat, and the total attendee per capita        
spending has grown only approximately 2%. In late 2004, management revised its  
full year 2004 adjusted EBITDA guidance downward by approximately $20 million,  
or approximately 6%, citing bad weather as the primary cause.                   

      Even though park attendance increased 8.5% in the first six months of 2005
(due in part to favorable weather) compared to the same period of 2004,         
management reaffirmed the full year 2005 adjusted EBITDA guidance at $300       
million, which we believe will not be sufficient to cover the Company's fixed   
charges. For the full year 2005, we expect the Company to be a net user of cash,
once again effectively transferring wealth away from stockholders.              

    Based on the Company's Form 4 filings, we estimate that since January 1,
1999, Kieran Burke and James Dannhauser have sold an aggregate of approximately 
1.3 million Shares at an average price of approximately $22.00 per Share for an 
estimated aggregate value of $28 million. At March 1, 2005, all the directors   
and officers of the Company as a group owned only 3.2% of the stock of the      
Company. Additionally, the employment agreements approved by this Board in      
December 2003 for Kieran Burke and James Dannhauser provide for the aggregate   
grant of 620,000 shares of restricted stock and 1,030,000 stock options through 
January 2, 2007, as well as for annual increases in cash compensation, all      
untied to Company performance. Both the Company's Chief Executive Officer and   
Chief Financial Officer are based in New York City whereas the Company's        
headquarters are in Oklahoma City.                                              

We Do Not Believe the Board's Sale Process Will Result in a Sale of the Company 
at an Attractive Price at this Time.                                            

  We believe it is unlikely that a buyer will emerge who will be able to
offer an attractive price for your shares given the Company's heavy debt load   
(and its associated change of control and poison debt provisions), golden       
parachutes and other substantial additional costs that would be triggered upon a
change of control. The Company has approximately $2.6 billion in "poison debt," 
which permits the holders of the securities to either accelerate the outstanding
amounts or require the Company to offer to repurchase the securities if any     
other party were to acquire 35% or more of the Shares or obtain a majority      
position on the Board. Thus, in addition to purchasing the outstanding common   
equity, any potential buyer will have to be prepared to address approximately   

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$2.6 billion in debt and preferred stock. Moreover, acquisition costs may       
include costs associated with refinancing the face amount of such debt,         
make-whole premiums to retire convertible securities, change of control         
premiums/debt retirement costs and bank commitment fees. In addition, the       
Company will incur other costs, such as executive severance amounts, investment 
banking fees and legal fees, each of which will likely be borne by a bidder.    
Further, the Board determined in October 2004 that the Company would commit to a
minimum of $25 million in investment banking fees for two investment banks to   
perform duplicative services in connection with an acquisition, incredibly where
a director of the Company is a managing director of one of the two investment   
banks. We believe such costs are substantial and could aggregate to be in excess
of approximately $170 million, or approximately $1.82 per share, and are likely 
to deter third parties from being able to make an attractive offer for the      
Company's equity.                                                               

Current Board Members Have Conflicts of Interest.                               

    We believe the directors we are seeking to remove each have conflicts of
interest that should disable them from representing your interests as the       
Company pursues its newly-announced sale process. Mr. Shuman is a managing      
director of Allen & Co., which the Company will pay a minimum fee of $12.5      
million if the Company is sold. In contrast, if our consent solicitation is     
successful, Allen & Co. would only receive a $2 million fee. We believe it is   
impossible for Allen & Co. to provide independent and unbiased advice to the    
Company in either a sale process or this consent solicitation when one of Allen 
& Co.'s managing directors serves on the Board and has been targeted for removal
from the Board. In addition, due to an automatic increase in base salary and the
possibility of a bonus payment for 2005, Messrs. Burke and Dannhauser will      
receive increased change of control payments if a change of control occurs after
January 1, 2006 as opposed to the payments they would receive if they were      
terminated during the remainder of 2005, either as a result of an eventual sale 
or after a successful consent solicitation. Pursuant to their employment        
agreements, which were approved by this Board, if Mr. Burke or Mr. Dannhauser is
terminated in connection with a change of control, the Company would be required
to pay each executive severance equal to three times the sum of (i) his base    
salary earned in the year prior to termination and (ii) the greater of the bonus
earned in the year prior to termination and the average of the bonuses paid in  
the three years prior to termination. Neither executive received a bonus in     
2004. Because each of the executive's base salary increases by $50,000 each year
and the executives are eligible to receive a substantial bonus for 2005 if      
performance targets are met, we believe the Company's management has a financial
incentive to delay their possible termination from the Company until at least   
the beginning of next year so that they can receive larger severance payments.  
For these reasons, we believe the directors we are seeking to remove have       
financial incentives that are not consistent with the interests of the          
stockholders.                                                                   

   In contrast, we do not believe that Red Zone, even if successful in the
consent solicitation, could be in a position to interfere with the sale process.
If Red Zone's Nominees are elected to the Board, a majority of the Board would  
still be independent and unaffiliated with Red Zone and will therefore be able  
to protect the interests of all the stockholders. In addition, Red Zone's       
Nominees, if elected, will be bound by their fiduciary obligations to act in the
best interests of all stockholders. In fact, we believe the replacement of      
interested directors with our Nominees would eliminate the numerous conflicts of
interest involving the directors we are seeking to remove as well as the        
Company's financial advisor and will bring more integrity to the Board's sale   
process thereby furthering the goal of maximizing stockholder value.            

The Company Needs to Pursue a New Operational Plan.                             

    We believe it is time for a change and that new directors with new ideas
and a fresh perspective should be added to the Board. The time for this change  
is now because new operational plans must be adopted and implemented this fall  
well in advance of the peak summer season for the Company's theme parks. If     
stockholders approve our Proposals, we expect that our Nominees will urge the   
Board to develop a new operational plan for Six Flags which will focus on the   
following:                                                                      

o     Redesign advertising and marketing strategies. We believe the 
   Company's parks are skewed towards thrill rides catering to
        teenagers at the expense of families and young children. We will
            endeavor to transform the Six Flags brand to attract a more balanced
         audience of youth and families. The core of our mission statement
       will be to ensure each demographic views the Company's image as
          "clean, safe and fun." To implement our operational plan, we would
           employ smart, cost-effective targeted advertising (including direct
          mail) and focus on mothers (with young children) as well as youth.
Additionally,                                           

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            we believe that more co-branded integrated marketing and sponsorship
        opportunities as well as more co-op advertising with partners in
         areas such as, for example, action sports, athletes, video games,
 musicians, celebrities, and movie premiers could generate
significant benefits to the Company.                    

      o     Create strategic concession relationships with vendors. Based on our
           experience with the Washington Redskins and FedEx Field Stadium, we
       believe concession revenue can be increased through the sale of
          commercially appealing branded products. We believe there are many
        opportunities for Six Flags to sell exclusive rights to key food
           items to name brand consumer food companies (for example, exclusive
          pizza rights to a name brand pizza company and exclusive ice cream
           rights to a name brand ice cream company). As we have done at FedEx
        Field Stadium, we intend to pursue the outsourcing of concession
operations (and the sale of all concession equipment) to
          professional concession vendors to take advantage of the economics
         that can be generated by vendors with significant scale. We would
          also introduce "speed-pay" systems and affinity reward programs to
         facilitate consumer concession and merchandise purchases and also
       provide real-time data for direct marketing based on purchasing
habits, demographic information and usage numbers.      

     o     Create strategic sponsorship relationships with vendors. We believe
         Six Flags' current sponsorship relationships with tired and dated
            brands generate insufficient recognition by children. It is our view
            that co-branded attractions using more current characters and modern
           themes is necessary to revitalize the Six Flags brand and, in turn,
         generate increased attendance and revenue at the parks. Moreover,
          through our experience at FedEx Field Stadium, we believe it would
            be beneficial for the Company to increase sponsorships for exclusive
         consumer access by third parties in key categories such as credit
         card companies, cellular phone companies, national banks (ATM's),
      energy providers and cable, broadband and satellite providers.

  o     Divest underutilized/excess real properties. Based on its public
      filings, the Company owns over 3,500 acres of real estate that
           appear to be underutilized or are unnecessary to present and future
      park operations. We would pursue the sale of these properties.

  If our Nominees are elected and are able to prevail upon the Board the
merits of our proposed operational plan and incremental EBITDA and/or excess    
real estate sale proceeds are achieved, our Nominees would urge the Board to use
those funds to reduce the Company's outstanding debt.                           

BACKGROUND OF THE CONSENT SOLICITATION

      We initially invested in Six Flags over a year ago because we believed the
stock was undervalued and that there was significant potential for increased    
value. As we became more familiar with the Company and its business, it became  
apparent to us that the Board and management were not pursuing what we believe  
is the best strategy to maximize stockholder value.                             

    On September 1, 2004, we spoke with Kieran Burke, the Company's Chairman
and Chief Executive Officer, and requested a meeting with management to discuss 
our views on how to improve the Company's performance. Mr. Burke stated that he 
could not agree to meet without first speaking to his lawyers.                  

 On September 2, 2004, we sent the following letter to the independent
members of the Board:                                                           

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September 2, 2004                                                   

Independent Members of the Board of Directors                       
Six Flags, Inc.                                                     
c/o Six Flags, Inc.                                                 
122 East 42nd Street                                                
New York, NY 10168                                                  

Gentlemen:                                                          

        As you may know from the Schedule 13D that was recently filed on
behalf of Red Zone LLC ("Red Zone") with the Securities and Exchange
      Commission, Red Zone is the beneficial owner of approximately 8.76% of the
      outstanding common stock of Six Flags, Inc. (the "Company"). On Wednesday,
   Sept. 1, 2004, I spoke with Kieran Burke, the Company's Chief Executive
     Officer, and requested a meeting to discuss ways to improve the Company's
 performance. Mr. Burke stated that he could not agree to meet without
    first speaking to his lawyers. I have not heard from Mr. Burke since our
brief telephone conversation. I trust that he has advised you of my 
investment in the Company and my concern about its performance.     

            Since current management of the Company apparently feels its time is
      better spent speaking with attorneys rather than exploring ways to improve
     shareholder value, I am writing to request a meeting with the non-officer
      outside directors of the Company's Board of Directors. I am very concerned
      about the consistently disappointing performance of the Company. This must
     be addressed immediately - shareholders should not have to suffer through
  one more period of poor financial performance or one more announcement
     that the Company will miss its expected numbers. In addition, in light of
   the seasonal nature of the business, it is critical that current sales,
     marketing, and operating practices be corrected quickly in time to impact
      operating performance in coming seasons. Accordingly, I would like to meet
    with the Board of Directors to discuss several measures that the Company
   should consider implementing in order to increase revenues and decrease
expenses.                                                           

          Due to the urgency of this matter, I am available to meet with the
    members of the Board of Directors immediately and would like to do so as
      soon as possible, wherever and whenever is most convenient for the members
of the Board of Directors.                                          

I look forward to hearing from you promptly.            

            RED ZONE LLC

                          By:   /s/ Daniel M. Snyder
                                            ------------------------------------
                              Name: Daniel M. Snyder
                              Title: Managing Member

   On September 8, 2004, we met with Mr. Burke and James Dannhauser, Chief
Financial Officer, as well as Stanley Shuman, who was identified to us as an    
independent director. Mr. Shuman is a Managing Director of Allen & Company LLC, 
an investment banking firm, which received a financial advisory fee from the    
Company in connection with the Company's April 2004 sale of its European        
division and was an initial purchaser in the Company's January 2005 $195,000,000
offering of senior notes. At the meeting, we discussed our views on the         
Company's future prospects and specific and concrete suggestions for improving  
the Company's performance. The Company's representatives, however, did not share
our view that changes were needed or that any of our suggestions were necessary 
to improve the Company's performance.                                           

On September 15, 2004, the Company filed a Form 8-K with the SEC    
disclosing that on September 13, 2004 the Board amended the Company's Poison    
Pill and Bylaws, and authorized indemnity agreements with the Company's         
directors and executive officers. The amendment to the Poison Pill removed the  
right of the stockholders to amend or supplement the Poison Pill. The Bylaw     
amendments included the imposition of additional                                

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notice, deadline, and other timing and procedural requirements for stockholders 
to nominate directors and take other actions at stockholder meetings or by      
written consent in lieu of meetings.                                            

     On September 28, 2004, we met with the independent directors of Six Flags
and outlined our views regarding the Company, the industry and various          
strategies to maximize stockholder value as described elsewhere in this consent 
statement. We said we would be willing to have Mr. Snyder and two others join   
the Board and work with management, including a new Chief Executive Officer, to 
reverse the decline in the Company's performance.                               

   Following our meeting, on September 30, 2004, we received the following
letter from Michael E. Gellert:                                                 

September 30, 2004                                                  

Mr. Daniel M. Snyder                                                
Managing Member                                                     
Red Zone, LLC                                                       
21300 Redskins Park Drive                                           
Ashburn, Virginia 20147                                             

Dear Mr. Snyder:                                                    

          We felt it was important for us to write you following our meeting
on September 28 regarding your proposal that you would become       
      non-executive Chairman of the Six Flags Board, that a person designated by
you would also join the Board as a director, that the current Chief 
Executive Officer would be replaced, and that you would select his  
 replacement. After consideration, the non-management directors do not
believe that it is in the best interests of the Company and its     
    stockholders to provide you with significant control over the affairs of
Six Flags.                                                          

        Regarding the ideas you mentioned at our meeting, including with
respect to the Company's marketing initiatives, partnerships with   
sponsors, and the uses of the land adjacent to our theme parks, the 
      Company already constantly reviews opportunities in all of these areas. If
you have specific proposals, management would be very interested in 
receiving constructive suggestions from you or any of its other     
     shareholders. None of your suggestions, however, were such as to justify,
in our opinion, placing you in the controlling positions you seek.  

            While both the Board and management have not been satisfied with the
  Company's recent performance, we believe that CEO Kieran Burke and the
     management team are taking the necessary actions to improve operating and
financial results and we are committed to doing what is necessary to
     increase shareholder value. We unanimously support management's strategic
 plans and expect shareholders will benefit from their implementation.

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           We look forward to maintaining an open and productive dialogue with
you, as is our goal with all our shareholders.                      

          Sincerely,

                      /s/ Michael E. Gellert
                                        ----------------------------------------
                  Michael E. Gellert
                                 Presiding Independent Director on
                                    behalf of the non-management members
                                   of the Six Flags Board of Directors

cc:   Non-Management Directors                                      
Six Flags, Inc.                                         

On October 7, 2004, we sent the following letter to the independent 
members of the Board:                                                           

October 7, 2004                                                     

Michael E. Gellert                                                  
Presiding Independent Director                                      
Six Flags, Inc.                                                     
122 East 42nd Street                                                
New York, NY  10168                                                 

Dear Mr. Gellert:                                                   

       We were extremely disappointed by the non-management directors'
 response to our September 28th meeting. Your letter of September 30th
  confirms our view that the board is committed to the same "business as
usual" approach that to date has only served to encourage an        
   underperforming management team and position Six Flags as a business in
decline.                                                            

          At our September 28th meeting, we went to great lengths to explain
    to you and the other non-management directors our extensive knowledge of
the venue-based entertainment business, our comparable experience in
increasing the value of the Redskins football franchise, and the    
     fundamental problems Six Flags faces. We offered fresh and exciting ideas
      which we believe a new management team can and should implement to reverse
the company's dismal performance. According to your letter, the     
 non-management directors' response to our meeting was to "unanimously
    support management". We believe this reaction reflects a disturbing lack
of understanding on the part of the non-management directors of the 
  business they are responsible for overseeing and what needs to be done
today to protect and enhance stockholder value.                     

      Your September 30th letter mischaracterizes the purpose of our
   meeting and what actually transpired at the meeting. The purpose of the
      meeting was for us to convey to you and the other non-management directors
 our views regarding the Company's business and our concerns regarding
    current management's poor performance. Virtually all of the meeting time
was spent on this topic. To say, as you did in your letter, that the
     meeting was held so that we could make a proposal regarding why we should
   be provided with significant "control" over the company's affairs is an
utter misstatement of fact. We are one of the Company's largest     
     stockholders owning over 8% of the Company's equity and our sole interest
  is to increase value for all stockholders. At the meeting we made very
 clear that our goal is to see the Company fix its problems. Given our
     proven success in creating revenue opportunities in this type of business
and our extensive                                                   

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      contacts in the sponsorship community, we stated our willingness to assist
in achieving this objective by having Dan Snyder and two other      
    knowledgeable stockholders join the board to work closely with the other
      directors to identify a new marketing-oriented management team that would,
    unlike the present management, be based at the Company's headquarters in
    Oklahoma. We firmly believe Six Flags needs better marketers executing a
better marketing strategy. The current management team comprised of 
    investment bankers based in New York is the wrong leadership to move the
Company forward.                                                    

            We believe the Company must take aggressive measures now in order to
     see results next year. At the meeting, we explained why the Company needs
    to completely overhaul its advertising and marketing strategies, as well
as aggressively pursue sponsorship and promotional opportunities to 
 increase revenue. Efforts must be made to encourage customers to come
earlier and stay longer, similar to what has been achieved with the 
      Redskins and FedEx Field Stadium. The Company's under-utilized real estate
    holdings need to be reviewed and their value maximized. While new roller
 coasters make for exciting announcements, they are not the key to the
      Company's future success. We believe the Company's immediate commitment to
     the revenue-enhancing measures we laid out at our meeting is the best way
  to improve the Company's performance and seize upon its strengths as a
 solid brand with good products in an industry sector which we believe
remains fundamentally strong.                                       

           Although several of the non-management directors admitted that they
      were disappointed with the Company's performance and acknowledged that the
current management of the Company was not equipped to effect the    
aggressive marketing strategy that we discussed, your September 30th
    letter makes it clear that the non-management directors are unwilling to
address these issues with any sense of urgency. We are extremely    
discouraged by the board's steadfast and blind loyalty to an        
under-performing management team.                                   

      We were also troubled by the Company's September 15th Form 8-K
      filing which announced that the board recently approved various amendments
 to the Company's bylaws and poison pill and authorized the Company to
enter into new indemnification agreements with board members and    
    management. In our view, the various amendments approved by the board to
     the Company's poison pill and bylaws illustrate the board's disregard for
   the interests of the Company's stockholders. The board has inexplicably
     and unilaterally removed the right of stockholders to amend or supplement
      the poison pill. The recent amendments to the bylaws also eliminate rights
  that stockholders had previously enjoyed. It is unclear how any of the
     amendments approved by the board could be construed to be for the benefit
of the stockholders. Rather, it appears to us that adoption of these
      amendments and the indemnification agreements awarded to board members and
     management are more protective of the personal interests of directors and
   officers than the interests of stockholders who are suffering through a
loss of stockholder value.                                          

          The timing of these anti-stockholder initiatives is quite telling.
Recently, two of the Company's other significant stockholders have  
separately expressed their concern about the Company's financial    
     performance.(1) Instead of responding proactively to stockholder concerns
    and focusing on ways to improve stockholder value, the board has reacted
      defensively and approved agreements which are protective of management and
itself, but has done nothing to create shareholder value.           

          These amendments and indemnification agreements, together with the
directors' misplaced vote of confidence for current management, all 
  reflect a lack of urgency which we believe is necessary to reverse the
Company's lagging performance. We are convinced that a              

----------                                                                      

(1) The two stockholders which Red Zone was referring to in this sentence were  
Red Zone and Cascade Investment, L.L.C. In their Schedule 13D filing on August  
31, 2004, Cascade Investment, L.L.C. and William H. Gates III, as the beneficial
owner of 11.5% of the Shares, indicated that they were "increasingly            
dissatisfied with the financial performance" of the Company.                    

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  continuation of the status quo risks a further decrease in stockholder
      value. We therefore intend to protect our investment through all available
means.                                                              

          Sincerely,

            RED ZONE LLC

                        By: /s/ Daniel M. Snyder
                                            ------------------------------------
                               Name:  Daniel M. Snyder
                              Title: Managing Member

cc: Non-Management Directors                                        

      On October 12, 2004, we received a reply from the independent directors of
the Company indicating their disagreement with our positions. The October 12,   
2004 letter is set forth below:                                                 

October 12, 2004                                                    

Mr. Daniel M. Snyder                                                
Managing Member                                                     
Red Zone, LLC                                                       
21300 Redskins Park Drive                                           
Ashburn, Virginia 20147                                             

Dear Mr. Snyder:                                                    

     We are in receipt of your October 7 letter and have carefully
      considered its contents. Your letter mischaracterized the discussions that
occurred at our meeting on September 28. Further, your suggested    
      strategies to improve the operating performance of the Company both at the
     meeting and in your letter were not insightful and demonstrated a lack of
    understanding about the theme park business in many respects. Therefore,
    while we value your input, we have determined that it is not in the best
interests of the Six Flags shareholders to adopt your proposals.    

         We think it is important to set the record straight regarding our
   meeting. All five non-management directors were present at the meeting.
      Each of us heard you propose, very specifically, that (i) you would become
      non-executive Chairman of the Six Flags Board, (ii) a person designated by
      you would also join the Board as a director, and (iii) the Chief Executive
      Officer would be replaced and you would select his replacement. In effect,
      you asked to be put into a position to control the future of Six Flags. If
    you now purport to have made a different proposal, or not to have made a
    proposal at all, at that meeting, then you are misrepresenting what took
     place. More importantly, nothing that you said during our meeting gave us
    any reason to believe it appropriate to provide to you and your team the
effective control that you said you were seeking.                   

    Although you may draw valuable lessons from operating an NFL
     franchise, operating a regional theme park business is a vastly different
    endeavor. Theme parks cater to a different audience and demographic than
   the NFL, and do not drive attendance through a handful of high profile,
  proprietary live events. Our assets include 30 different parks, spread
     across North America, each with different competitive dynamics and market
      opportunities. This makes for a complex, operating-intensive business, not
     just a marketing enterprise, and we enjoy a tremendous depth of operating
 experience throughout our Company in managing the business. We remain
      confident in our management team, which we believe has the best experience
 and qualifications to lead Six Flags in this challenging environment.

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         As to the ideas you mentioned at our meeting, the Company already
constantly reviews opportunities in all of these areas and when     
 appropriate takes action, as it has done many times in the past. This
     Board is and has been quite involved in reviewing and guiding the actions
  of management. In no way is it "business as usual" at Six Flags. As we
told you at our meeting, and reiterated in our September 30 letter, 
    neither the Board nor management are satisfied with the Company's recent
    performance, even if it reflects the challenges facing the industry as a
     whole. That is exactly why the Company has taken a series of actions over
the last year that we believe are necessary to improve operating and
financial results and build shareholder value.                      

          Contrary to what you state in your letter, we did not question the
ability of the management team to effect the marketing strategy you 
   outlined. We believe that the multi-faceted marketing strategies now in
   place, including a well-conceived advertising campaign which has tested
     very well in our own and in independent research, are the right ones, and
  will, when combined with a strong array of attractions, deliver strong
    performance in the years to come. In fact, management has already put in
    place with our approval the key components for 2005, including a capital
plan which has been committed and whose major elements are now being
constructed. It is widely recognized in the theme park industry that
   investments in new roller coasters and other rides and attractions fuel
growth and create value for shareholders. We believe it would be    
destructive of shareholder value to disrupt the 2005 plan.          

  Your comments about the New York location of a part of our
     management team, who have been involved in the theme park business for 15
      years, are misguided. Our business is highly decentralized, with operating
  assets spread across North America. Our top executives in New York and
  Oklahoma interact continuously with the operating talent at our parks.
   Further, it is not at all uncommon for a publicly traded company with a
  national footprint to have multiple offices serving diverse functions.

            Your assertions about the Board's recent amendments to the Company's
   bylaws and shareholder rights agreement are ill-founded. The amendments
 effected to the rights agreement served only to make certain that the
     agreement, which was adopted in 1998, would fulfill its intended function
and to remove an unnecessary provision that could have been used    
    inappropriately to raise ambiguities concerning the Board's authority to
      administer the plan. The amendments to the bylaws, including the indemnity
     provisions, did not remove any rights previously enjoyed by shareholders.
  Rather, they brought our bylaws more in line with current practice and
procedures.                                                         

       Management and the Board remain open to operating and marketing
   suggestions as to how to best improve the Company for all shareholders,
    but we do not believe that you have made a convincing argument for us to
consider yielding the control that you seek.                        

          Sincerely,

                      /s/ Michael E. Gellert
                                        ----------------------------------------
                  Michael E. Gellert
                                        Presiding Independent Director on behalf
                                        of the non-management members of the Six
                        Flags Board of Directors

cc:   Non-Management Directors                                      
Six Flags, Inc.                                         

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Given the Board's confidence in management and the strategy that the
Board's management team was implementing according to Mr. Gellert's letters as  
well as the Board's unwillingness to consider our views and suggestions, we     
determined to evaluate our alternatives with respect to our Six Flags investment
after the Company reported additional results.                                  

   On October 14, 2004, the Company announced that it expected to miss its
previously provided guidance for full year 2004 adjusted EBITDA.                

 On November 8, 2004, the Company announced that attendance, revenues,
EBITDA (modified) and adjusted EBITDA for the first nine months of 2004 were all
less than in the comparable period in 2003 while operating costs and expenses   
increased over the prior year period.                                           

On January 14, 2005, we sent the following letter to Mr. Gellert:   

January 14, 2005                                                    

Michael E. Gellert                                                  
Presiding Independent Director                                      
Six Flags, Inc.                                                     
122 East 42nd Street                                                
New York, NY  10168                                                 

Dear Mr. Gellert:                                                   

It has been over three months since we wrote to you to express our  
   disappointment with the response of the non-management directors to our
concerns regarding current management's performance and our views   
     regarding how to reverse the company's continuing decline and protect and
enhance stockholder value.                                          

Since then, management has:                                         

       o     Reduced its guidance for full year 2004 and third quarter
Adjusted EBITDA and third quarter revenues; 

        o     Announced that attendance, revenues, EBITDA (modified) and
              Adjusted EBITDA for the first nine months of 2004 were all
              less than in the comparable period in 2003 while operating
            costs and expenses increased over the prior year period.

           o     Reported a loss of $67.7 million for the first nine months of
                  2004 compared to income of $4.2 million for the same period in
2003.                                       

         o     Continued to bet the future of the company on its misplaced
             capital expenditure plan, an overly expensive advertising
            campaign and a flawed guest service enhancement program.

   Your October 12, 2004 letter served only to reconfirm our view that the
 non-management directors are continuing to protect an underperforming
management team and encouraging the status quo at the very time when
     strong and decisive leadership is necessary to reverse the negative trend
   at Six Flags. We find it quite ironic that the non-management directors
    would accuse the undersigned of demonstrating a lack of understanding of
  the theme park business. While we freely admit that we have not in the
      past managed a theme park business, we do have extensive experience in the
venue-based entertainment business and are very confident that the  
suggestions we have made to improve performance at Six Flags, if    
implemented properly by a qualified management team, would increase 
stockholder value in the long term. As the above results            

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indicate, whatever understanding of the business that the board and 
current management have is not being put to good use.               

      Whether the non-management directors adopt the proposals we have suggested
   is not the issue - the company's performance is - and to date the board
   and management have failed to turn the company around. We simply do not
  agree that the board should continue to have confidence in the current
      management team. We believe it is time for a change. Blaming the company's
  poor performance on the weather and the economy cannot last forever. A
management team is paid to overcome challenges and it is the board's
responsibility to explore all avenues to increase stockholder value 
     notwithstanding the obstacles the company can be expected to face. At our
      September 28, 2004 meeting, we offered to assist in implementing change at
     the company by having Dan Snyder and two other knowledgeable stockholders
     join the board to work closely with the other directors to identify a new
    management team. You have mischaracterized this proposal as an effort to
seek control of the company.                                        

    While the company's expensive advertising campaign and 2005 capital plan
might increase park attendance, we believe much more can be done to 
 increase stockholder value in the long term. We have already outlined
   certain of these proposals to the non-management directors. The board's
     failure to respond proactively to our concerns and proposals is troubling
as is the board's approval of new indemnification agreements for    
     management and itself. We believe the board's steadfast and blind loyalty
   to an under-performing management team will in the short term, at best,
      simply maintain the status quo and in the longer term result in a material
loss of stockholder value.                                          

In light of what we believe will be a disappointing future for the  
   Company, we have determined that continued investment in the Company is
    not in our best interest and that our capital and other resources should
    be allocated to more promising investments, especially those that have a
board and management team that truly understands what it means to be
responsive to shareholder concerns.                                 

Sincerely,                                                          

RED ZONE LLC                                                        

By: /s/ Daniel M. Snyder                                            
-----------------------------                               
Name:  Daniel M. Snyder                                     
Title: Managing Member                                      

cc: Non-Management Directors                                        

 Following our January 14, 2005 letter, given our frustration with the
Company's response to our efforts to communicate our serious concerns regarding 
the Company's underperformance, we began to explore various ways to dispose of  
our investment in the Company. We concluded, however, that the Company's stock  
was undervalued, largely due to what we believe to be poor management and an    
ineffective operational plan. On March 9, 2005, the Company announced results   
for the full year 2004. Attendance for 2004 declined by 3.4% compared to the    
prior year and the Company's costs of operations increased 3.0% over the same   
period. Despite an increase of 2.4% in per capita revenue, the Company's total  
revenue in 2004 was still 1.0% less than that of 2003 and adjusted EBITDA was   
11.6% less. In the Company's annual report, management blamed the decline in    
attendance on "adverse weather" and "a challenging economic environment."       

    Our ability to dispose of our investment in a timely manner and on terms
favorable to us was restricted by the low trading volume of the Company's stock.
In light of this fact and the Company's announcement of additional disappointing
results, we concluded that to protect the value of our investment, we would     
explore ways to fix the Company ourselves. In April 2005, we held meetings and  
discussions with representatives from UBS Securities LLC ("UBS") regarding      
potential alternatives with respect to our investment in Six Flags. We          
considered, among                                                               

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other things, the possibility of continuing to influence the Board and          
management to take steps to maximize stockholder value, seeking representation  
on the Board or encouraging the Company and third parties to consider a merger, 
sale of assets, consolidation, business combination, recapitalization or        
refinancing involving the Company, including a possible acquisition of the      
Company or its assets by the us or our affiliates. On June 7, 2005, we formally 
engaged UBS to act as our exclusive financial advisor.                          

    During the period from April 2005 to August 2005 in conjunction with our
continued exploration and consideration of various alternatives to maximize the 
value of our investment, we and representatives from UBS had discussions with   
potential debt and equity financing sources in connection with our consideration
of a possible transaction involving Six Flags including a transaction that could
result in a change of control of the Company. We and representatives of UBS had 
discussions with potential debt and equity financing sources regarding a        
possible transaction involving the Company. After our discussions with these    
parties, we decided that, absent a negotiated transaction with the Company,     
raising capital to finance an acquisition of the entire company would be        
prohibitively expensive, among other reasons, given the Company's capital       
structure and particularly its "poison debt." We concluded that, in light of our
past dealings with the Board and management as reflected in the letters set     
forth above and the fact that we had previously sought representation on the    
Board and such requests were rejected by management and the Board, a friendly,  
negotiated transaction would not be possible.                                   

On July 21, 2005, the Company entered into severance agreements with
certain of its employees, including James M. Coughlin, General Counsel, and Hue 
Eichelberger and Thomas J. Iven, each an Executive Vice President. These new    
agreements provide for severance payments that may be triggered upon a          
termination following a change of control or following an acquisition by us of  
30% of the Company's outstanding shares.                                        

On August 17, 2005, we filed our Preliminary Consent Solicitation   
Statement on Schedule 14A with the SEC.                                         

On August 25, 2005, Six Flags filed a preliminary consent revocation
statement with the SEC opposing this consent solicitation and announced that the
Board would initiate a process to seek proposals from third parties regarding a 
sale of the Company in the form of "a prompt and orderly auction process".      

On September 12, 2005, the Company announced that it would close its
AstroWorld theme park in Houston, Texas at the end of the 2005 season and had   
engaged Cushman & Wakefield, a real estate advisory firm, to market the 109-acre
site of the park.                                                               

 On September 16, 2005 we sent the following letter to the independent
members of the Board:                                                           

September 16, 2005                                                  

Michael E. Gellert                                                  
Presiding Independent Director                                      
Six Flags, Inc.                                                     
122 East 42nd Street                                                
New York, NY  10168                                                 

Dear Mr. Gellert:                                                   

We read with interest Six Flags' announcement that it will close its
    AstroWorld theme park and undertake to sell the 109-acre site located in
   Houston. We have also read published reports that the Company's largest
 competitor, Cedar Fair, may be interested in acquiring certain of the
Company's assets.                                                   

While we are aware of your publicly-announced intention to sell the 
   Company to the highest bidder, we believe it would be inappropriate for
   the Company to separately sell any park or real estate assets until the
  Company's stockholders have had the opportunity to express or withhold
their consent to the proposals we plan to put before stockholders.  

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    As the Company's largest stockholder, we strongly believe that any asset
     liquidations (such as the disposition of one or more parks or excess real
     estate) or additional severance or change in control arrangements without
 stockholder approval while stockholders are being asked to consider a
change in directors and management would impermissibly frustrate the
    stockholder franchise. If the Board or management takes any action which
     is detrimental to the Company or frustrates the stockholder franchise, we
intend to take all actions necessary to hold the Board accountable. 

Sincerely,                                                          

RED ZONE LLC                                                        

By: /s/ Daniel M. Snyder                                            
-----------------------------                               
Name:  Daniel M. Snyder                                     
Title: Managing Member                                      

cc: Non-Management Directors                                        

      Given our experience and interaction with the current Board and management
of Six Flags and our view of their ability to maximize stockholder value as well
as the Board's intention to conduct a sale process in which the directors we are
seeking to remove have conflicts of interest, we believe that stockholders      
should adopt our Proposals as promptly as practicable. We believe Kieran Burke, 
James Dannhauser and Stanley Shuman should be replaced by the Nominees who are  
willing to take an active role in directing and questioning management, who have
the necessary experience and expertise to manage Six Flags and will work with a 
new management team to optimize the Company's overall business strategies,      
including especially marketing and advertising strategies, and who are committed
to confronting more effectively the critical issues facing the Company that we  
believe are contributing to the decline of Six Flags' performance as well as its
stock price. Additionally, if Red Zone's Nominees are elected, a majority of the
Board would still be independent and unaffiliated with Red Zone and will        
therefore be able to protect the interests of all the stockholders.             

    ADOPTION OF THE PROPOSALS IS REQUIRED TO REMOVE THREE DIRECTORS FROM THE
COMPANY'S CURRENT BOARD OF DIRECTORS, TO ADD THE THREE NOMINEES TO THE COMPANY'S
BOARD OF DIRECTORS TO FIX THE NUMBER OF DIRECTORS ON THE SIX FLAGS BOARD AT     
SEVEN AND TO AMEND THE COMPANY'S BYLAWS TO REQUIRE A MAJORITY STOCKHOLDER VOTE  
TO FILL VACANCIES. ACCORDINGLY, WE URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE 
ENCLOSED WHITE CONSENT CARD. FAILURE TO SIGN AND RETURN YOUR CONSENT WILL HAVE  
THE SAME EFFECT AS WITHHOLDING CONSENT TO THE PROPOSALS.                        

PROPOSAL NO. 1
REMOVAL OF KIERAN BURKE, JAMES DANNHAUSER AND STANLEY SHUMAN

 This Proposal provides for the removal without cause of Kieran Burke,
James Dannhauser and Stanley Shuman from the current Board. This Proposal also  
contemplates the removal of any other person or persons (other than the persons 
elected pursuant to this proposed action by written consent) elected or         
appointed to the Board of the Company prior to the effective date of the        
Proposals to fill any newly-created directorship or vacancy on the Board. This  
is intended to address the possibility that the current directors might try to  
add directors to the Board who are aligned with them.                           

Section 141(k) of the Delaware General Corporation Law (the "DGCL") 
provides that any director or the entire board of directors of a Delaware       
corporation may be removed, with or without cause, by the holders of a majority 
of the shares then entitled to vote at an election of the corporation's         
directors, subject to exceptions if the corporation has a classified board or   
cumulative voting in the election of its directors.                             

    The Company does not have a classified board or cumulative voting in the
election of its directors. Consequently, Section 141(k) of the DGCL and Section 
4.5 of the Company's Bylaws permit the stockholders of the Company to remove any
director or its entire Board without cause.                                     

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     If Messrs. Burke and Dannhauser are removed from the Board and either (i)
the Company terminates their employment or (ii) they elect to terminate their   
employment based on a constructive termination arising from their removal from  
the Board, Messrs. Burke and Dannhauser would be entitled to severance under the
terms of their respective employment agreements. Because each of the executive's
salary increases by $50,000 each year and the executives are eligible to receive
a substantial bonus for 2005 if performance targets are met, such severance     
payments would be higher if their removal from the Board and termination of     
employment (either by the Company or by the executive based on a constructive   
termination arising from his removal from the Board) occurs on or after January 
1, 2006. For a description of the terms of their severance, see page [34].      

      The effectiveness of the Proposal is subject to, and conditioned upon, the
effectiveness of each of the other Proposals.                                   

WE URGE YOU TO CONSENT TO THE REMOVAL OF THREE OF THE COMPANY'S DIRECTORS.

PROPOSAL NO. 2
ELECTION OF NOMINEES

This Proposal is to elect the three Nominees named below to fill the
vacancies resulting from Proposal 1, each of whom has consented to being named  
as a Nominee and to serve as a director, if elected. If elected, each Nominee   
will serve until the next annual meeting of the Company's stockholders, and     
until his successor shall have been duly elected and qualified or until his     
earlier death, resignation or removal.                                          

Each director of the Company has an obligation under Delaware law to
discharge his duties as a director on an informed basis, in good faith and in a 
manner the director honestly believes to be in the best interests of the        
Company and all of its stockholders.                                            

Set forth below is the name, age, present principal occupation or   
employment and material occupations, positions, offices or employment for the   
past five years of each Nominee. Unless otherwise indicated, the business       
address for each Nominee is 21300 Redskin Park Drive, Ashburn, Virginia 20147.  

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                          Principal Occupation
Name and Business Address            Age   For Past Five Years and Directorships
----------------------------------   ---   -------------------------------------

Mark Shapiro                         35    Since September 2002, Mark Shapiro   
                                      has served as the Executive Vice
                                           President, Programming and Production
                                        of ESPN, Inc. Mr. Shapiro tendered
                                     his resignation effective as of
                                          October 1, 2005. He served as Senior
                                         Vice President and General Manager,
                                           Programming at ESPN from July 2001 to
                                         September 2002. Prior to July 2001,
                                       he was Vice President and General
                                      Manager of ESPN Classic and ESPN
                             Original Entertainment.

Daniel M. Snyder                     40    Daniel M. Snyder is the Managing     
                                          Member of Red Zone LLC, and has been
                                         Chairman and Principal Owner of the
                                         Washington Redskins franchise since
                                         July 1999. Prior to September 2000,
                                       Mr. Snyder served as Chairman and
                                       Chief Executive Officer of Snyder
                          Communications, Inc.

Dwight Schar                         63    Dwight Schar is currently the        
c/o NVR, Inc.                            Chairman of NVR, Inc. and has been 
7601 Lewinsville Road, Suite 300         serving in such capacity for over  
 McLean, VA 22102                         five years. Mr. Schar also served as
                                          Chief Executive Officer of NVR until
                   July 1, 2005.

Mark Shapiro                                                                    

  Since September 2002, Mark Shapiro has served as ESPN's Executive Vice
President, Programming and Production. Mr. Shapiro tendered his resignation from
ESPN effective as of October 1, 2005. Mr. Shapiro was responsible for the       
development, acquisition, and scheduling of all programming for ESPN, ESPN2,    
ESPNEWS, ESPN Classic, ESPNU, ESPN Deportes, ESPN HD and ESPN2 HD, and oversaw  
all remote and studio production for ESPN's domestic and international entities,
including the company's engineering and technical operations. His production    
responsibilities extended to ESPN, ESPN2, ESPNEWS, ESPN Classic, ESPN Deportes, 
ESPNU, ESPN Regional Television, ESPN Radio, and ESPN International's worldwide 
networks. Mr. Shapiro oversaw ESPN Original Entertainment (EOE), which includes 
the X Games, ESPY Awards and ESPN Outdoors, including BASS and the Great Outdoor
Games.                                                                          

  He served as senior vice president and general manager, programming at
ESPN from July 2001-September 2002, during which time he was listed as one of   
Hollywood Reporter's "35 Promising Executives on the Rise" in 2001. In 2003,    
Shapiro was also named one of the "Rising" stars in Entertainment Weekly's      
annual "101 Most Powerful People in Show Business." In 2004, Shapiro was named  
to the Sporting News' "Power 100," for the second consecutive year and in 2005  
was named to the Sports Business Daily's "Top 40 Under 40" for the third        
consecutive year. Mark Shapiro has won 16 Emmy Awards and the prestigious       
Peabody Award.                                                                  

 On August 15, 2005, we entered into an employment agreement with Mark
Shapiro. Pursuant to the employment agreement, Mr. Shapiro will serve as Chief  
Executive Officer of Red Zone, effective as of October 1, 2005, until August 15,
2006, unless extended by Mr. Shapiro for one or two additional one-year terms   
expiring on August 15, 2007 and August 15, 2008, respectively. If Mr. Shapiro   
becomes the Chief Executive Officer of Six Flags, he will relinquish his        
position at Red Zone and devote his full-time services to the Company.          

      If our consent solicitation is successful, Mr. Shapiro has agreed to serve
as the Company's Chief Executive Officer, subject to appointment by the Board   
and negotiation of a mutually acceptable employment arrangement between Mr.     
Shapiro and the Company. If Mr. Shapiro is appointed to such position, he is    
expected to direct the operation of the Company in the best interests of the    
stockholders and will perform his duties to the best of his ability and in      
accordance with his legal duties to the Company's stockholders.                 

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Daniel M. Snyder                                                                

As the Managing Member of Red Zone, Mr. Snyder beneficially owns    
10,921,300 Shares, which comprise approximately 11.7% of the Company's          
outstanding common stock. As a result, he has a vested interest in maximizing   
stockholder value of Six Flags.                                                 

      Mr. Snyder is an experienced manager of venue-based businesses. Mr. Snyder
is Chairman and Principal Owner of the Washington Redskins franchise of the     
National Football League and FedEx Field Stadium, the team's wholly-owned       
92,000-seat stadium.                                                            

As one of his key strategies in managing the Washington Redskins, he
expanded Redskins sponsorship revenues from $4 million to $48 million. In       
addition, the Redskins franchise was able to develop significant concession     
relationships with various vendors through which it sold all concession         
equipment to Centerplate Food Distribution Company for $16 million, which       
enabled the Redskins to use the proceeds to pay down its debt, taking advantage 
of the expertise of these vendors while maintaining control over the brands of  
food and beverages that are sold at its stadium. Coca Cola is another concession
partner of the Redskins. By partnering with leading consumer brands, the        
Redskins franchise was able to receive substantial commissions on its gross     
concession receipts without having to maintain the equipment. In addition, the  
Redskins instituted the "tap and go" payment system which reduced the customers'
waiting periods at the games. Through these measures, the per capita food       
spending of Redskins' customers increased from $9 when Mr. Snyder acquired the  
team to the current $15. In addition, Mr. Snyder through his venue pricing      
management has created a special events business line at FedEx Field Stadium,   
generating over $2 million of earnings from a single venue. Since his           
acquisition of the Redskins in 1999, he has transformed the franchise into the  
most valuable franchise in U.S. sports (according to the Forbes magazine) at    
over $1.1 billion, increasing annual revenues from $162 million to $300 million.

Mr. Snyder was also founder and former Chairman and Chief Executive 
Officer of Snyder Communications, Inc., an advertising and marketing company    
formerly listed on the New York Stock Exchange and which had over $1 billion in 
annual sales. In September of 2000, Snyder Communications, Inc. was successfully
sold to Havas Advertising, S.A. for approximately $2.3 billion.                 

    We believe that Mr. Snyder's long standing business experience including
experience in managing venue-based businesses will prove very valuable in       
optimizing the advertising and marketing strategies of Six Flags and that his   
vested interest in improved performance of the Company makes him an ideal       
candidate for directorship of the Company.                                      

      Mr. Snyder is Chairman of the Board of Ventiv Health, Inc. and a member of
the Board of Directors of McLeodUSA Incorporated, Children's Hospital,          
Washington DC and the National Center for Missing and Exploited Children.       

   Other than utilizing the experience he gained as Chairman and Principal
Owner of the Washington Redskins football franchise to increase value for Six   
Flags, Mr. Snyder does not have any current plans or intentions to develop      
business relationships between Six Flags and the Redskins franchise, nor does   
Mr. Snyder currently anticipate that the plans described above in this Consent  
Solicitation Statement will impact the Washington Redskins or its relationships 
with its sponsors or vendors. However, if opportunities arise where any such    
relationships would help improve the financial and operational performance of   
Six Flags and maximize stockholder value, Mr. Snyder, if seated on the Board,   
would by all means urge the Board and management to develop such relationships  
absent any potential conflicts of interest.                                     

Dwight Schar                                                                    

As Chairman of NVR, Inc., Mr. Schar manages one of the largest      
homebuilders in the United States. Mr. Schar is active in the greater Washington
community, involved in numerous business and educational groups, as well as on a
political level such as National Finance Chair of the Republican National       
Committee. He is also on the Board of Directors for the Mercatus Center at      
George Mason University; is a trustee of the Virginia Commonwealth University,  
School of Engineering Foundation, and was a member of the Virginia Business and 
Higher Education Council. He was also an appointee to the President's Advisory  
Committee on the Arts for the Kennedy Center.                                   

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Previously, Schar was a member of the board of directors for the    
Pittsburgh Pirates, First American Banks, the Northern Virginia Building        
Industry Association, Bell Atlantic Company of Virginia and the United Way of   
the Capital Area. He has been a trustee for the George Mason University         
Foundation, Ashland University and the Virginia Foundation of Independent       
Colleges. He has also been a council member of the Northern Virginia Roundtable,
and the Governor's Regional Economic Development Council.                       

      The above information has been furnished to us by the respective Nominees.

   The effectiveness of this Proposal is subject to, and conditioned upon,
the effectiveness of each of the other Proposals.                               

 WE URGE YOU TO CONSENT TO THE ELECTION OF EACH OF THE NOMINEES.

PROPOSAL NO. 3
AMENDMENT TO BYLAWS FIXING NUMBER OF DIRECTORS

     Section 4.1 of the Company's Bylaws provides that the Board shall consist
of not less than three nor more than fifteen directors. Currently the Board     
consists of seven directors. We are seeking stockholder consent without a       
meeting to amend the Company's Bylaws to fix the number of directors permitted  
to serve on the Six Flags Board at seven. The text of the proposed amendment to 
Section 4.1 is set forth in Annex II to this Consent Solicitation Statement.    

     This Proposal is intended to prevent any actions by the current directors
of the Company that might impede the effectiveness of any of these Proposals or 
negatively impact our ability to obtain stockholder consents or give effect to  
the will of the stockholders expressed in such consents, including seeking to   
expand the Board to add the directors removed pursuant to this consent          
solicitation or additional directors after Proposals 1, 2, 4, 5 and 6 are       
effective. Section 109(a) of the DGCL and Article XXVI of the Company's Bylaws  
permit the Company's stockholders to amend the Bylaws.                          

   The effectiveness of this Proposal is subject to, and conditioned upon,
the effectiveness of each of the other Proposals.                               

WE URGE YOU TO CONSENT TO THE AMENDMENT OF THE BYLAWS FIXING NUMBER OF
DIRECTORS.

PROPOSAL NO. 4
 AMENDMENT TO BYLAWS REGARDING CHANGE IN NUMBER OF DIRECTORS

    Section 26.1 of the Company's current Bylaws provides that the Company's
Bylaws may be amended by the stockholders at any regular or special stockholders
meeting (or by written consent) or by the Board of Directors at any regular or  
special meeting (or by unanimous written consent) subject to the power of the   
stockholders to adopt, amend or repeal the same. We are seeking stockholder     
consent without a meeting to amend the Company's Bylaws to require the unanimous
vote of all the members of the Board for any amendment by the Board of the      
Bylaws which would change the number of directors constituting the Board. The   
text of the proposed amendment to Section 26.1 is set forth in Annex II to this 
Consent Solicitation Statement.                                                 

     This Proposal is intended to prevent any actions by the current directors
of the Company that might impede the effectiveness of any of these Proposals or 
negatively impact our ability to obtain stockholder consents or give effect to  
the will of the stockholders expressed in such consents, including expanding the
Board, without obtaining the affirmative vote of our Nominees, to add the       
directors removed pursuant to this consent solicitation or additional directors 
after Proposals 1, 2, 3, 5 and 6 are effective. Section 109(a) of the DGCL and  
Article XXVI of the Company's Bylaws permit the Company's stockholders to amend 
the Bylaws.                                                                     

   The effectiveness of this Proposal is subject to, and conditioned upon,
the effectiveness of each of the other Proposals.                               

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WE URGE YOU TO CONSENT TO THE AMENDMENT OF THE BYLAWS REGARDING CHANGE IN NUMBER
 OF DIRECTORS.

PROPOSAL NO. 5
 AMENDMENT TO BYLAWS REGARDING VACANCIES

      Section 4.4 of the Company's current Bylaws provides that if the office of
any director becomes vacant due to death, resignation, disqualification, removal
or otherwise, such vacancy may be filled by the remaining directors, and the    
successor or successors shall hold office for the unexpired term. We are seeking
stockholder consent without a meeting to amend Section 4.4 of the Company's     
Bylaws so that only Six Flags' stockholders (and not the Board) can fill any    
vacancies on the Board created as a result of death, resignation,               
disqualification, removal or otherwise. The text of the proposed amendment is   
set forth in Annex II to this Consent Solicitation Statement.                   

     This Proposal is generally intended to prevent any actions by the current
directors of the Company that might impede the effectiveness of any of these    
Proposals or negatively impact our ability to obtain stockholder consents or    
give effect to the will of the stockholders expressed in such consents,         
including the current directors seeking to fill the vacancies on the Board      
created by the removal of the three directors pursuant to Proposal 1. Section   
109(a) of the DGCL and Article XXVI of the Company's Bylaws permit the Company's
stockholders to amend the Bylaws.                                               

   The effectiveness of this Proposal is subject to, and conditioned upon,
the effectiveness of each of the other Proposals.                               

WE URGE YOU TO CONSENT TO THE AMENDMENT OF THE BYLAWS REGARDING VACANCIES.

PROPOSAL NO. 6
 REPEAL OF ADDITIONAL BYLAWS OR BYLAW AMENDMENTS

      Stockholders are being asked to adopt a resolution which would repeal each
provision of the Company's Bylaws or amendments of the Bylaws that are adopted  
after September 13, 2004 (the last date of reported changes) and before the     
effectiveness of the foregoing Proposals and the seating of the Nominees on the 
Board. This Proposal is designed to prevent the current directors of the Company
from taking actions to amend the Company's Bylaws to attempt to nullify or delay
the actions taken by the stockholders under these Proposals. Based on publicly  
available information, the most recent version of the Company's Bylaws was      
adopted on September 13, 2004, and no amendments after that date have been      
publicly disclosed.                                                             

   The effectiveness of this Proposal is subject to, and conditioned upon,
the effectiveness of each of the other Proposals.                               

 WE URGE YOU TO CONSENT TO THE REPEAL OF ADDITIONAL BYLAWS or BYLAW AMENDMENTS
DESCRIBED ABOVE.

 THE OFFER

      If we are successful in our consent solicitation, we will commence a fully
funded cash tender offer to purchase up to 34.9% of the Company's outstanding   
shares (the calculation of such percentage to include any Shares we own at the  
time we accept Shares for purchase pursuant to the Offer) at a price of $6.50   
per share if, at any time during the ninety days following the date our Nominees
are seated on the Board, the Company's stock closes at a price at or lower than 
$6.50 per share for five consecutive trading days. The Offer, if commenced, will
be on the terms and subject to the conditions to be set forth in an offer to    
purchase and related letter of transmittal which we plan to file with the SEC at
the commencement of the Offer. The conditions to the Offer will include, among  
other things:                                                                   

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o     the Company amending the Second Amended and Restated Rights   
           Agreement dated as of September 14, 2004 (the "Poison Pill") by and
       between the Company and the Bank of New York to make the Rights
inapplicable to the Offer;                              

    o     the Board taking all actions so that the restrictions contained in
      Section 203 of DGCL applicable to a "business combination" (as
 defined in such Section 203), and any other similar legal
         requirement, will not apply to any business combination involving
          Six Flags, on the one hand, and Red Zone or any of its affiliates,
on the other hand;                                      

   o     the Board designating Mark Shapiro as Chief Executive Officer and
Daniel M. Snyder as Chairman of the Board; and          

o     non-occurrence of any change or development, in the business, 
         properties, assets, liabilities, financial condition, operations,
        results of operations or prospects of the Company, which, in our
    reasonable judgment, is or will be materially adverse to the
       Company, or we shall have become aware of any fact that, in our
           reasonable judgment, does or will have a material adverse effect on
the value of the Shares.                                

 We have filed a Hart-Scott-Rodino Act Pre-Merger Notification Form to
acquire up to 49.9% of the Company's outstanding common stock and the waiting   
period applicable to our filing has expired.                                    

    More information about the Offer, if commenced, will be set forth in our
tender offer statement on Schedule TO on file with the SEC when it becomes      
available.                                                                      

      THIS SOLICITATION IS BEING MADE BY RED ZONE LLC AND NOT BY OR ON BEHALF OF
THE COMPANY. WE ARE ASKING THE STOCKHOLDERS OF THE COMPANY TO EXPRESS THEIR     
CONSENT TO THESE PROPOSALS ON THE ACCOMPANYING WHITE CONSENT CARD.              

 VOTING SECURITIES

The common stock, par value $.025 per share, constitutes the voting 
securities of the Company for purposes of this consent solicitation. Only       
holders of the Company's common stock as of the Record Date are entitled to     
execute consents. According to the Company's latest 10-Q filed on August 9,     
2005, the Company had 93,106,528 Shares of common stock outstanding as of August
1, 2005. Cumulative voting is not permitted.                                    

PRINCIPAL STOCKHOLDERS

      The following information, except for the information for the Nominees and
participants, is based solely on the Company's proxy statement filed with the   
SEC on April 29, 2005. Unless otherwise indicated, the following table sets     
forth certain information as of March 1, 2005 and, to Red Zone's knowledge,     
summarizes information with respect to ownership of the outstanding common stock
of the Company by (i) all persons known to the Company to own beneficially more 
than 5% of the outstanding common or preferred stock of the Company, including  
their addresses, (ii) each director and executive officer of the Company and    
(iii) all directors and executive officers of the Company as a group. Unless    
otherwise indicated, each person in the table has sole voting power and         
investment power of the Shares listed as owned by such person.                  

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                                              Number of Shares    Percentage
Name and Address of Beneficial Owner           Beneficially Owned   of Class(1) 
--------------------------------------------   ------------------   ----------- 

Paul A. Biddelman(2)                                      105,984        *      
Kieran E. Burke(3)                                        560,471        *      
James F. Dannhauser(4)                                    379,544        *      
Michael E. Gellert(5)                                     816,395        *      
Francois Letaconnoux(6)                                    68,992        *      
Robert J. McGuire(7)                                       12,000        *      
Stanley S. Shuman(8)                                      100,000        *      
Hue E. Eichelberger(9)                                    205,500        *      
Thomas J. Iven(10)                                        120,000        *      
James M. Coughlin(11)                                      24,000        *      

Red Zone LLC(12)                                       10,921,300       11.7%   
Daniel M. Snyder                                                                
21300 Redskin Park Drive                                                    
Ashburn, Virginia 20147                                                     
Cascade Investment, L.L.C.(13)                         10,810,120       11.5%   
William H. Gates III                                                            
2365 Carillon Point                                                         
Kirkland, Washington 98033                                                  
FMR Corp.(14)                                          10,436,117       10.6%   
82 Devonshire Street                                                        
Boston, Massachusetts 02109                                                 
Franklin Resources, Inc.(15)                           10,237,399        9.9%   
Charles B. Johnson                                                              
Rupert H. Johnson, Jr                                                           
Franklin Advisors, Inc.                                                         
One Franklin Parkway                                                        
San Mateo, California 94403                                                 
Wallace R. Weitz & Company(16)                          9,840,000       10.6%   
1125 South 103rd Street, Suite 600                                          
Omaha, Nebraska 68124-6008                                                  
Diaco Investments, L.P. (17)                            9,020,700        9.7%   
Siget, L.L.C                                                                
Simon Glick                                                                 
1271 Avenue of the Americas, 48th Floor,                                    
New York, New York 10020                                                    
Dimensional Fund Advisors, Inc.(18)                     7,185,400        7.7%   
1299 Ocean Avenue, 11th Floor                                               
Santa Monica, California 90401                                              
All directors and officers as a group                                           
(18 persons)(19)                                       3,018,416        3.2%  

----------                                                                      

*     Less than one percent.                                                    

(1)   For purposes of calculating the percentage of class, the number of        
outstanding Shares on March 1, 2005 (93,106,528) is used plus, with 
    respect to each beneficial owner, the Shares such owner has the right to
acquire within 60 days from March 1, 2005.                          

(2)   Includes 45,984 Shares of common stock and options to purchase 60,000     
  Shares as to which Mr. Biddelman has sole voting and investment power.
  Amount shown includes the vested portion of options to purchase 20,000
      Shares granted under the Company's 2004 Stock Option and Incentive Plan on
March 31, 2005.                                                     

(3)   Includes 451,721 Shares and options to purchase 108,750 Shares as to which
    Mr. Burke has sole voting and investment power. Does not include 235,001
    Shares of restricted stock and options to purchase 286,250 Shares, which
have not vested as of April 29, 2005.                               

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(4)   Includes 312,044 Shares and options to purchase 67,500 Shares as to which 
 Mr. Dannhauser has sole voting and investment power. Does not include
      162,501 Shares of restricted stock and options to purchase 177,500 Shares,
which have not vested as of April 29, 2005.                         

(5)   Includes 614,888 Shares, as to which Mr. Gellert has sole voting and      
      investment power, and 141,507 Shares beneficially owned by his wife, as to
      which Mr. Gellert disclaims beneficial ownership. Also includes options to
purchase 60,000 Shares, as to which Mr. Gellert has sole voting and 
    investment power. Amount shown includes the vested portion of options to
    purchase 20,000 Shares granted under the Company's 2004 Stock Option and
Incentive Plan on March 31, 2005.                                   

(6)   Includes 8,992 Shares into which 7,500 shares of Preferred Income Equity  
   Redeemable Shares ("PIERS") held by Mr. Letaconnoux are convertible and
   options to purchase 60,000 Shares, as to which Mr. Letaconnoux has sole
    voting and investment power. Amount shown includes the vested portion of
    options to purchase 20,000 Shares granted under the Company's 2004 Stock
Option and Incentive Plan on March 31, 2005.                        

(7)   Represents options to purchase 12,000 Shares, as to which Mr. McGuire has 
      sole voting and investment power. Amount shown includes the vested portion
 of options to purchase 20,000 Shares granted under the Company's 2004
Stock Option and Incentive Plan on March 31, 2005.                  

(8)   Includes 40,000 Shares and options to purchase 60,000 Shares, as to which 
      Mr. Shuman has sole voting and investment power. Amount shown includes the
 vested portion of options to purchase 20,000 Shares granted under the
Company's 2004 Stock Option and Incentive Plan on March 31, 2005.   

(9)   Includes 500 Shares and options to purchase 205,000 Shares, as to which   
Mr. Eichelberger has sole voting and investment power.              

(10)  Represents options to purchase 120,000 Shares, as to which Mr. Iven has   
sole voting and vesting power.                                      

(11)  Represents options to purchase 24,000 Shares, as to which Mr. Coughlin has
sole voting and investment power.                                   

(12)  Represents Shares beneficially owned by Red Zone LLC, a Delaware limited  
   liability company, of which Daniel M. Snyder is the managing member and
   holder of a controlling interest. Information is shown as of August 16,
2005 and has been obtained from Mr. Snyder.                         

(13)  Represents Shares beneficially owned by Cascade Investment L.L.C.         
     ("Cascade"), of which William H. Gates III is the sole member. The number
    of Shares shown includes 599,520 Shares into which 500,000 shares of the
    Company's PIERS held by Cascade are convertible. Information is shown as
    of August 27, 2004 and has been derived from the Company's Schedule 13D,
filed on August 31, 2004.                                           

(14)  Represents (i) 10,404,499 Shares beneficially owned by Fidelity Management
   & Research Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp.
   and a registered investment adviser and (ii) 26,618 Shares beneficially
    owned by Fidelity Management Trust Company, a wholly-owned subsidiary of
      FMR Corp. ("FMTC") and a bank as defined under the Securities Exchange Act
    of 1934. The number of Shares shown includes 2,410,410 Shares into which
2,010,350 shares of the Company's PIERS held by Fidelity and FMTC on
  December 31, 2004 are convertible. Also includes 2,677,164 Shares into
which $17,000,000 principal amount of the Company's 4(1)/2% Senior  
Convertible Notes due 2015 ("Convertible Notes") held by Fidelity on
 December 31, 2004 are convertible. Edward C. Johnson, Chairman of FMR
   Corp., and Abigail Johnson, a director of FMR Corp., and members of the
    Johnson family may be deemed to form a controlling group with respect to
FMR Corp. Information is shown as of December 31, 2004 and has been 
derived from Amendment No. 6 to the Company's Schedule 13G, filed on
February 14, 2005.                                                  

(15)  Includes 10,236,200 Shares issuable upon conversion of $65,001,000        
     principal amount of Convertible Notes held on December 31, 2004 by one or
    more investment companies or other managed accounts which are advised by
      direct or indirect investment advisory subsidiaries of Franklin Resources,
      Inc. ("FRI") and 1,199 Shares issuable upon conversion of 1,000 PIERS held
on December 31, 2004 by such investment companies or other managed  
accounts. Franklin Mutual Advisors, LLC ("FMA") an indirect advisory
  subsidiary of FRI has sole power to vote and dispose of the 10,236,200
 Shares issuable upon conversion of such Convertible Notes. Charles B.
      Johnson and Rupert H. Johnson, Jr. (the "Principal Stockholders") each own
      in excess of 10% of the outstanding common stock of FRI and, together with
     FRI, may be deemed the beneficial owner of the Shares listed. FRI and the
     Principal Stockholders disclaim such beneficial ownership. Information is
  shown as of December 31, 2004 and has been obtained from the Company's
Schedule 13G, filed on February 14, 2005.                           

(16)  Represents Shares held by investment advisory clients of Wallace R. Weitz 
      & Company, a registered investment advisor ("Weitz & Co."). Mr. Wallace R.
    Weitz serves as President and is the principal owner of Weitz & Co. As a
result he may be deemed to be the beneficial owner of the Shares    
    beneficially held by Weitz & Co. Information is shown as of December 31,
    2004 and has been derived from Amendment No. 5 to the Company's Schedule
13G filed on January 12, 2005.                                      

(17)  Represents Shares held by Diaco Investments, L.P., Siget, L.L.C., Simon   
     Glick and Seymour Pluchenik. Information is shown as of September 8, 2005
      and has been derived from the Company's Schedule 13D filed on September 8,
2005.                                                               

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(18)  Represents Shares held by four investment companies registered under the  
    Investment Company Act of 1940 and certain other commingled group trusts
and separate accounts as to which Dimensional Fund Advisors, Inc.   
 ("Dimensional") furnishes investment advice or services as investment
     manager. Dimension possesses sole power to vote and dispose of the Shares
      listed and disclaims beneficial ownership thereof. Information is shown as
      of December 31, 2004 and has been derived from the Company's Schedule 13G,
filed on February 9, 2005.                                          

(19)  The share amount listed includes 1,404,172 Shares that all directors and  
 officers have the right to acquire within 60 days from March 1, 2005.

SHARES HELD BY PARTICIPANTS AND THE NOMINEES

   The following table sets forth certain information regarding beneficial
ownership of the Company's common stock by Red Zone, the Nominees and the other 
participants as of August 16, 2005. None of the Nominees or participants own any
securities of Six Flags other than common stock. Unless otherwise indicated, the
address of Red Zone, the Nominees and the other participants is c/o Red Zone    
LLC, 21300 Redskin Park Drive, Ashburn, Virginia 20147.                         

Name, Address and                  Amount and Nature of       Percent of Class  
Title of Beneficial Owner          Beneficial Ownership      of Common Stock(a) 
--------------------------------   --------------------      ------------------ 
Red Zone(b)                                  10,921,300                    11.7%
Mark Shapiro                                          0(c)                    0%
Daniel M. Snyder                             10,921,300                    11.7%
Dwight Schar                                          0(c)                    0%
c/o NVR, Inc.                                                             
7601 Lewinsville Road, Suite 300                                          
McLean, VA 22102                                                          
Arlette Snyder                                        0(c)                    0%
Michele D. Snyder                                     0(c)                    0%
David Pauken                                          0(c)                    0%
Karl Swanson                                          0(c)                    0%
Dennis Greene                                         0(c)                    0%
Vincent Cerrato                                       0(c)                    0%
Generation Capital Partners II LP                     0(c)                    0%
c/o Generation Partners                                                   
One Greenwich Office Park                                                 
Greenwich, CT 06831                                                       
Generation Members' Fund II LP                        0(c)                    0%
c/o Generation Partners                                                   
One Greenwich Office Park                                                 
Greenwich, CT 06831                                                       

----------                                                                      

*     Less than 1%.                                                             

(a)   Calculated on the basis of 93,106,528 Shares of common stock outstanding  
as of August 1, 2005.                                               

(b)   For the details of the holdings of Red Zone LLC, please see the footnotes 
to the Principal Stockholders table.                                

(c)   Deemed to beneficially own 0 Shares of Six Flags common stock due to the  
fact that they do not have control over Red Zone LLC.               

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CERTAIN TRANSACTIONS BETWEEN
THE COMPANY AND THE PARTICIPANTS

      Pursuant to an engagement letter dated June 7, 2005, we engaged UBS to act
as our exclusive financial advisor and capital markets advisor in connection    
with a possible acquisition of Six Flags. The engagement letter has a term of 12
months. We were required to pay UBS a retainer fee of $500,000 pursuant to the  
execution of its engagement letter and a fee of $1,500,000 upon the filing of   
the preliminary consent solicitation statement with the SEC. If an Acquisition  
Transaction (as defined below) were consummated, we would be required to pay UBS
a transaction fee of $10,000,000 (offset by the $2,000,000 in fees previously   
paid to UBS) promptly upon the closing of the Acquisition Transaction. In       
addition, UBS is entitled to a financing fee of 1.50% of any private equity or  
mezzanine financing raised by UBS in connection with an Acquisition Transaction.
UBS will also be entitled to a termination fee equal to the lesser of $7,500,000
or 25% of any "termination fee," "break-up fee," "topping fee," "expense        
reimbursement" or other form of compensation payable to us. We have also agreed 
to reimburse UBS for its reasonable expenses, subject to certain limitations. We
have also agreed to indemnify UBS and its affiliates and certain related persons
against certain liabilities and expenses, including liabilities under the       
federal securities laws, arising out of their performance of services under the 
engagement letter.                                                              

For purposes of the UBS engagement letter, the term "Acquisition    
Transaction" means, whether effected directly or indirectly or in one           
transaction or a series of transactions: (a) any merger, consolidation,         
reorganization or other business combination pursuant to which Red Zone and the 
Six Flags and/or all or a significant portion of their respective businesses,   
divisions or product lines are combined, or (b) the acquisition by Red Zone of  
50% or more of the capital stock or assets of the Six Flags by way of tender or 
exchange offer, option, negotiated purchase, leveraged buyout, minority         
investment or partnership, joint or collaborative venture or otherwise, or (c)  
the acquisition by Red Zone of control of Six Flags, through a proxy contest or 
otherwise.                                                                      

    As disclosed in this consent solicitation statement, if our Nominees are
elected, they will urge the Board to appoint Mark Shapiro Chief Executive       
Officer of Six Flags. Mr. Shapiro has agreed to serve as Chief Executive Officer
under such circumstances subject to the negotiation of a mutually acceptable    
employment arrangement between Mr. Shapiro and Six Flags. Mr. Shapiro currently 
contemplates that he would receive at least substantially the same compensation 
terms as the current chief executive officer and an employment agreement on     
market terms.                                                                   

APPRAISAL RIGHTS

The Company's stockholders are not entitled to appraisal rights in  
connection with these Proposals under Delaware law.                             

   In addition, if the Offer is commenced, the Company's stockholders will
not have appraisal rights in connection with the Offer.                         

SOLICITATION OF CONSENTS

     The members and agents of Red Zone and the Nominees may solicit consents.
Consents will be solicited by mail, advertisement, telephone, facsimile, other  
electronic means and in person. None of those persons will receive additional   
compensation for their solicitation efforts.                                    

      In addition, we have retained Innisfree M&A Incorporated to assist in this
consent solicitation, for which services Innisfree M&A Incorporated will be paid
a fee of $_________. Innisfree M&A Incorporated will also be reimbursed for its 
reasonable out-of-pocket expenses. We have also agreed to indemnify Innisfree   
M&A Incorporated against certain liabilities and expenses, including certain    
liabilities and expenses under the federal securities laws. It is anticipated   
that between 75 to 100 persons will be employed by Innisfree M&A Incorporated to
solicit stockholders.                                                           

     Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of Shares. We will reimburse 
banks, brokers, custodians, nominees and fiduciaries for their reasonable       
expenses for sending solicitation material to the beneficial owners.            

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    Andrew Sriubas, Managing Director, Lee LeBrun, Managing Director, Andrew
Schleimer, Director of UBS, and other employees of UBS may also assist Red Zone 
in the solicitation of proxies, including by communicating in person, by        
telephone or otherwise, with institutions, brokers or other persons who are     
stockholders of Six Flags. UBS does not believe that any of its directors,      
officers, employees or affiliates are a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the SEC, or that       
Schedule 14A requires the disclosure of certain information concerning UBS. UBS 
will not receive any additional fee for or in connection with such solicitation 
activities by their respective representatives apart from the fees it is        
otherwise entitled to receive as described above.                               

 Our estimate of the total cost to be incurred in connection with this
consent solicitation, other than any severance or employment related costs      
described below, is $3.6 million. To date, $1.2 million has been incurred in    
connection with this consent solicitation. We will bear the costs of this       
consent solicitation and, if our Nominees are elected to the Board, although we 
will not control the Board, we will seek reimbursement of these costs from the  
Company. If the Company does not approve the reimbursement, we will submit the  
issue to a vote of the Company's stockholders. Costs related to the solicitation
of consents include expenditures for attorneys, investment bankers, accountants,
printing, advertising, postage and related expenses and fees.                   

  If Mr. Burke's or Mr. Dannhauser's employment is terminated (i) by the
Company without cause, other than due to his disability or death; (ii) by Mr.   
Burke or Mr. Dannhauser due to a constructive termination, which includes       
removal from the Board; or (iii) within 180 days after a change of control, by  
the Company (other than due to death or disability) or by Mr. Burke or Mr.      
Dannhauser due to a constructive termination, each of Mr. Burke and Mr.         
Dannhauser would be entitled to the following pursuant to his respective        
employment agreement: (a) his base salary through the date of termination; (b) a
bonus in an amount equal to what he would have received for the year in which   
the termination occurs (prorated if such termination occurs prior to June 30 of 
such year); (c) severance equal to three times the sum of (x) his base salary   
earned in the year prior to termination and (y) the greater of the bonus earned 
in the year prior to termination and the average of the bonuses paid in the     
three years prior to termination; (d) vesting of all restricted shares,         
including restricted shares not yet issued; (e) the vesting of all options to   
which he was entitled under the agreement, even if not yet granted, pursuant the
2001 Stock Option and Incentive Plan; (f) a ninety day period following the     
termination in which Mr. Burke may exercise any other stock options he received 
to the extent exercisable as of the date of termination; (g) any compensation   
and employee pension and welfare benefits earned, accrued or owing but not yet  
paid; (h) continued participation in the Company's medical, dental and          
hospitalization insurance coverage and in all other employee benefit plans and  
programs for the longest of six months, the minimum period prescribed by law or 
the period set forth in the applicable plan or program; and (i) other or        
additional benefits in accordance with applicable plans and programs of the     
Company.                                                                        

 CONSENT PROCEDURE

Section 228 of the DGCL states that, unless the certificate of      
incorporation of a Delaware corporation otherwise provides, any action required 
to be taken at any annual or special meeting of stockholders of that            
corporation, or any action that may be taken at any annual or special meeting of
those stockholders, may be taken without a meeting, without prior notice and    
without a vote, if a consent or consents in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not less than the   
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote thereon were present and      
voted, and those consents are delivered to the corporation by delivery to its   
registered office in Delaware, its principal place of business or an officer or 
agent of the corporation having custody of the book in which proceedings of     
meetings of stockholders are recorded. Delivery made to a corporation's         
registered office shall be by hand or by certified or registered mail, return   
receipt requested. Consents must also bear the date of the signature of the     
stockholder who signs the written consent. The Company's certificate of         
incorporation does not prohibit, and therefore permits, the Company's           
stockholders to act by written consent. In addition, the Company's Bylaws permit
the Company's stockholders to act by written consent.                           

According to the Company's latest 10-Q filed on August 9, 2005, the 
Company had 93,106,528 Shares outstanding as of August 1, 2005. Assuming that   
the number of issued and outstanding Shares remains 93,106,528 on the record    
date, it is anticipated that each Proposal will become effective upon properly  
completed and duly delivered unrevoked written consents representing at least   
46,553,265 Shares.                                                              

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    Section 213(b) of the DGCL provides that the record date for determining
the stockholders of a Delaware corporation entitled to consent to corporate     
action in writing without a meeting, when no prior action by the corporation's  
board of directors is required and the board has not fixed a record date, will  
be the first date on which a signed written consent setting forth the action    
taken or proposed to be taken is delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or an officer or 
agent of the corporation having custody of the book in which proceedings of     
meetings of the stockholders are recorded. Delivery made to a corporation's     
registered office shall be by hand or by certified or registered mail, return   
receipt requested. The above rule has been modified by the Company's Bylaws,    
which require that any stockholder of record seeking to have the stockholders of
the Company authorize or take corporate action by written consent is required to
request that the Company's Board fix a record date to establish those           
stockholders that are entitled to give their consent. The Company's Board must  
reasonably promptly, but in all events within 10 days after the date on which   
the request is received, adopt a resolution fixing the record date for the      
solicitation, which record date must be no more than 10 days after the date of  
the resolution. If the Board does not fix a record date within 10 days after the
receipt of the request, the record date for this consent solicitation will be   
the date on which the first signed consent is delivered to the Company. Red Zone
LLC made a request on ________, 2005 that the Board fix a record date for this  
consent solicitation. [On ____________, 2005, the Board fixed ________, 2005 as 
the Record Date for this consent solicitation.] The filing of this Consent      
Solicitation Statement with the SEC, whether in preliminary or definitive form, 
shall not be deemed to be a request by us or any other Six Flags stockholder for
the Board to set a record date for the consent solicitation.                    

   Each Proposal will become effective only if properly executed and dated
consents to that Proposal are returned by holders of record on the Record Date  
for this consent solicitation of a majority of the total number of Shares then  
outstanding. The failure to sign and return a consent will have the same effect 
as voting against the Proposals.                                                

      If your Shares are registered in your own name, please sign, date and mail
the enclosed WHITE consent card to Red Zone LLC, c/o Innisfree M&A Incorporated 
in the post-paid envelope provided. If your Shares are held in the name of a    
brokerage firm, bank nominee or other institution, only it can sign a WHITE     
consent card with respect to your Shares and only on receipt of specific        
instructions from you. Accordingly, you should contact the person responsible   
for your account and give instructions for a WHITE consent card to be signed    
representing your Shares. We urge you to confirm in writing your instructions to
the person responsible for your account and to provide a copy of those          
instructions to Innisfree M&A Incorporated so we will be aware of all           
instructions given and can attempt to ensure that those instructions are        
followed.                                                                       

 If you have any questions or require any assistance in executing your
consent, please call: Innisfree M&A Incorporated at 877-750-9497. Banks and     
brokers may call collect at 212-750-5833.                                       

If any of the Proposals become effective as a result of this consent
solicitation, prompt notice will be given under Section 228(e) of the DGCL to   
stockholders who have not executed consents.                                    

We will pay all costs of our solicitation of consents but will seek 
reimbursement of these costs from the Company. If the Company does not grant the
reimbursement, we will submit the issue to a vote of the Company's stockholders.
The consents are being solicited in accordance with the applicable provisions of
the DGCL. Holders of record of the Shares as of the close of business on the    
Record Date are entitled to consent to our Proposals. To be effective, the      
requisite consents must be delivered to the Company within 60 days of the       
earliest dated consent delivered to the Company.                                

   An executed consent card may be revoked at any time by marking, dating,
signing and delivering a written revocation before the time that the action     
authorized by the executed consent becomes effective. A revocation may be in any
written form validly signed by the record holder as long as it clearly states   
that the consent previously given is no longer effective. The delivery of a     
subsequently dated consent card that is properly completed will constitute a    
revocation of any earlier consent. The revocation may be delivered either to the
Company or to Red Zone LLC, c/o Innisfree M&A Incorporated at 501 Madison       
Avenue, 20th Floor, New York, NY 10022. Although a revocation is effective if   
delivered to the Company, we request that either the original or photostatic    
copies of all revocations of consents be mailed or delivered to Innisfree M&A   
Incorporated at the address set forth above, so that we will be aware of all    
revocations and can more accurately determine if and when consents to the       
Proposals have                                                                  

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been received from the holders of record on the Record Date for this consent    
solicitation of a majority of the outstanding Shares.                           

SPECIAL INSTRUCTIONS

    If you were a record holder of Shares as of the close of business on the
Record Date for this consent solicitation, you may elect to consent to, withhold
consent to or abstain with respect to each Proposal by marking the "CONSENT,"   
"WITHHOLD CONSENT" or "ABSTAIN" box, as applicable, underneath each Proposal on 
the accompanying WHITE consent card and signing, dating and returning it        
promptly in the enclosed post-paid envelope. In addition, you may withhold      
consent to the removal of any individual director or the election of any        
individual Nominee by writing that person's name on the consent card.           

     IF A STOCKHOLDER EXECUTES AND DELIVERS A WHITE CONSENT CARD, BUT FAILS TO
CHECK A BOX MARKED "CONSENT," "WITHHOLD CONSENT" OR "ABSTAIN" FOR A PROPOSAL,   
THAT STOCKHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THAT PROPOSAL, EXCEPT THAT 
THE STOCKHOLDER WILL NOT BE DEEMED TO CONSENT TO EITHER 1) THE REMOVAL OF ANY   
DIRECTOR WHOSE NAME IS WRITTEN IN THE SPACE THE APPLICABLE INSTRUCTION TO THE   
REMOVAL PROPOSAL PROVIDES ON THE CARD OR 2) THE ELECTION OF ANY NOMINEE WHOSE   
NAME IS WRITTEN IN THE SPACE THE APPLICABLE INSTRUCTION TO THE ELECTION PROPOSAL
PROVIDES ON THE CARD.                                                           

      YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE CONSENT
CARD AND RETURN IT IN THE ENCLOSED POST-PAID ENVELOPE PROMPTLY. YOU MUST DATE   
YOUR CONSENT IN ORDER FOR IT TO BE VALID. FAILURE TO SIGN, DATE AND RETURN YOUR 
CONSENT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PROPOSALS.              

    If your Shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can execute a consent with respect to those Shares   
and only on receipt of specific instructions from you. Thus, you should contact 
the person responsible for your account and give instructions for the WHITE     
consent card to be signed representing your Shares. You should confirm in       
writing your instructions to the person responsible for your account and provide
a copy of those instructions to Innisfree M&A Incorporated at 501 Madison       
Avenue, 20th Floor, New York, NY 10022, so that we will be aware of all         
instructions given and can attempt to ensure that those instructions are        
followed.                                                                       

 If you have any questions or require any assistance in executing your
consent, please call:                                                           

Innisfree M&A Incorporated
 Stockholders call toll-free: 1-877-750-9497
Banks and Brokers call collect: 1-212-750-5833

Dated: ______________, 2005                                                     

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 ANNEX I

  In the last two years Red Zone LLC has purchased or sold the following
securities of the Company.                                                      

                                                              Amount
Stockholder          Date     Type of Security  Purchase/Sale  Purchased or Sold
-----------------  ---------  ----------------  -------------  -----------------
Red Zone LLC       8/11/2004    Common Stock      Purchase               488,300
Red Zone LLC       8/12/2004    Common Stock      Purchase               426,300
Red Zone LLC       8/13/2004    Common Stock      Purchase               407,500
Red Zone LLC       8/16/2004    Common Stock      Purchase             1,477,900
Red Zone LLC       8/17/2004    Common Stock      Purchase               725,400
Red Zone LLC       8/18/2004    Common Stock      Purchase               204,600
Red Zone LLC       8/19/2004    Common Stock      Purchase               719,600
Red Zone LLC       8/20/2004    Common Stock      Purchase                50,400
Red Zone LLC       8/23/2004    Common Stock      Purchase             1,320,000
Red Zone LLC       8/24/2004    Common Stock      Purchase               324,900
Red Zone LLC       8/25/2004    Common Stock      Purchase               855,100
Red Zone LLC       8/26/2004    Common Stock      Purchase               428,200
Red Zone LLC       8/27/2004    Common Stock      Purchase               571,800
Red Zone LLC       8/30/2004    Common Stock      Purchase               150,000
Red Zone LLC       7/19/2005    Common Stock      Purchase               170,000
Red Zone LLC       7/20/2005    Common Stock      Purchase               340,100
Red Zone LLC       7/21/2005    Common Stock      Purchase               266,700
Red Zone LLC       7/22/2005    Common Stock      Purchase               120,000
Red Zone LLC       8/09/2005    Common Stock      Purchase               379,200
Red Zone LLC       8/10/2005    Common Stock      Purchase               810,000
Red Zone LLC       8/11/2005    Common Stock      Purchase               685,300

----------                                                                      

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ANNEX II

 PROPOSED AMENDMENTS

 TO THE SIX FLAGS BYLAWS

1.    Proposed Amendment to Section 4.1                                         

     Section 4.1 of the Six Flags Bylaws is amended, by replacing its entirety
with the following:                                                             

     "Section 4.1 The property and business of the Company shall be managed by
its Board of Directors, consisting of seven (7) directors. They shall be elected
at the annual meetings or special meetings of the stockholders, and each        
Director shall be elected to serve until his successor shall be elected and     
shall qualify."                                                                 

2.    Proposed Amendment of Section 26.1                                        

    Section 26.1 of the Six Flags Bylaws is amended, by adding the following
at the end of such section:                                                     

  "Notwithstanding the foregoing, any alteration, amendment or repeal of
Section 4.1 of these bylaws by the Board of Directors shall be effective only   
upon unanimous approval of the Board of Directors."                             

3.    Proposed Amendment of Section 26.1                                        

 Section 4.4 of the Six Flags Bylaws is amended by replacing the first
sentence of such section with the following:                                    

  "If the office of any Director shall become vacant by reason of death,
resignation, disqualification, removal or otherwise, such vacancy may be filled 
only by the stockholders at any regular or special meeting of the stockholders  
(or by written consent in lieu thereof by stockholders having the minimum number
of votes that would be necessary to authorize such action at a meeting), and not
by the Directors, and the successor or successors shall hold office for the     
unexpired term."                                                                

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[FORM OF CONSENT CARD]

PRELIMINARY COPY - SUBJECT TO COMPLETION

 CONSENT OF STOCKHOLDERS OF SIX FLAGS, INC. TO ACTION WITHOUT A MEETING:
THIS CONSENT IS SOLICITED BY RED ZONE LLC.

      Unless otherwise indicated below, the undersigned, a stockholder of record
of Six Flags, Inc. (the "Company") on _______ __, 2005 (the "Record Date"),     
hereby consents pursuant to Section 228(a) of the Delaware General Corporation  
Law with respect to all Shares of common stock (the "Shares") held by the       
undersigned to the taking of the following actions without a meeting of the     
stockholders of the Company:                                                    

IF NO BOX IS MARKED FOR PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO  
SUCH PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO THE 
REMOVAL OF ANY CURRENT DIRECTOR OR TO THE ELECTION OF ANY NOMINEE WHOSE NAME IS 
WRITTEN IN THE SPACE PROVIDED. RED ZONE LLC RECOMMENDS THAT YOU CONSENT TO      
PROPOSALS 1-6.                                                                  

 1.    The removal without cause of Kieran Burke, James Dannhauser and
          Stanley Shuman as directors of the Company and any other person or
         persons (other than the persons elected pursuant to this proposed
           action by written consent) elected or appointed to the Board of the
Company prior to the effective date of these Proposals. 

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

             INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM
   CONSENTING TO THE REMOVAL OF THE THREE DIRECTORS, CHECK THE
       APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE REMOVAL OF
          CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK THE
         "CONSENT" BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO
NOT WISH REMOVED IN THE FOLLOWING SPACE:                

            --------------------------------------------------------------------

 2.    The election of the following three persons as directors of the
     Company to fill the vacancies resulting from Proposal 1: Mark
Shapiro, Daniel M. Snyder, and Dwight Schar.            

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

             INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM
            CONSENTING TO THE ELECTION OF ALL THE ABOVE-NAMED PERSONS, CHECK THE
        APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE ELECTION OF
          CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL OF THEM, CHECK THE
         "CONSENT" BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DO
NOT WISH ELECTED IN THE FOLLOWING SPACE:                

            --------------------------------------------------------------------

 3.    The amendment of Section 4.1 of the Company's Bylaws to fix the
        number of directors permitted to serve on the Six Flags Board at
   seven, as set forth in Annex II to the Consent Solicitation
Statement.                                              

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

PRRN14A
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      4.    The amendment of Section 26.1 of the Company's Bylaws to require the
       unanimous vote of all directors for any change in the number of
         directors constituting the Board, as set forth in Annex II to the
Consent Solicitation Statement.                         

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

      5.    The amendment of Section 4.4 of the Company's Bylaws to provide that
            vacancies on the Six Flags Board created as a result of removing any
        current directors may be filled [only] by a majority vote of Six
    Flags' stockholders, as set forth in Annex II to the Consent
Solicitation Statement.                                 

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

    6.    The repeal of each provision of the Company's Bylaws or amendments
          of the Bylaws that are adopted after September 13, 2004 and before
           the effectiveness of the foregoing six Proposals and the seating of
the Nominees on the Board.                              

            [_]                           [_]                            [_]
            Consent                   Withhold Consent                   Abstain

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 

IN THE ABSENCE OF DISSENT OR ABSTENTION BEING INDICATED ABOVE, THE UNDERSIGNED  
HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.                                    

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.                        

                        Date:                         __________________________

                        Signature                     __________________________

                        Signature (if held jointly)   __________________________

                        Title(s):                     __________________________

Please sign exactly as name appears on stock certificates or on label affixed   
hereto. When shares are held by joint tenants, both should sign. In case of     
joint owners, EACH joint owner should sign. When signing as attorney, executor, 
administrator, trustee, guardian, corporate officer, etc., give full title as   
such.                                                                           

THIS SOLICITATION IS BEING MADE BY RED ZONE LLC AND NOT ON BEHALF OF THE        
COMPANY.                                                                        

PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY IN THE POSTAGE-PAID ENVELOPE   
ENCLOSED.                                                                       

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This PRRN14A Filing		Date		First		Last			Other Filings
		1/1/99		2		18
		3/28/00		16
		8/24/00		16
		12/31/03		2					10-K
		1/1/04		16
		8/5/04		16
		8/27/04		2		38
		8/31/04		24		38			SC 13D
		9/1/04		20		21
		9/2/04		20		21			SC 13D/A
		9/8/04		21
		9/13/04		4		47			8-K
		9/14/04		5		36
		9/15/04		21					8-A12B/A, 8-K
		9/28/04		22		28
		9/30/04		22					10-Q
		10/7/04		23
		10/12/04		25		27
		10/14/04		27					8-K
		11/8/04		27					8-K
		12/31/04		38		39			10-K
		1/12/05		38					SC 13G/A
		1/14/05		27		28			SC 13D/A
		2/9/05		39					SC 13G
		2/14/05		38					424B3, SC 13G, SC 13G/A
		3/1/05		18		39
		3/9/05		28					8-K
		3/31/05		37		38			10-Q, 4
		4/29/05		36		38			DEF 14A
		6/7/05		29		40
		7/1/05		32
		7/21/05		29					8-K
		8/1/05		15		41
		8/9/05		15		41			10-Q, 3
		8/15/05		32
		8/16/05		38		39
		8/17/05		2		29			8-K, PREC14A, SC TO-C
		8/25/05		29					8-K, DEFA14A, PREC14A, SC 14D9, SC14D9C
		9/8/05		38
		9/12/05		29					8-K, SC 13D
Filed On / Filed As Of		9/16/05		29					8-K, SC 13D/A, SC TO-C
		10/1/05		16		32
		1/1/06		3		31
		8/15/06		32
		1/2/07		2		18
		8/15/07		32
		8/15/08		32
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