Request foR PRoPosal foR KentucKy state faiR BoaRd

Operation of the Amusement Park on the Grounds of the Kentucky Fair Board Solicitation Number: RFP 758 1300000095 Proposal from Kentucky Kingdom Redevelopment Company, LLC

COMMENTS ON THE RFP

The enclosed materials are submitted by Island Development Company, Manager of Kentucky Kingdom Redevelopment Company, LLC (hereinafter referred to simply as KKRC) in response to the Request for Proposal for operation of the Kentucky Kingdom amusement park that was issued by the Commonwealth of Kentucky on September 10, 2012. KKRC has taken the liberty of expanding on the information requested in the RFP for the following reasons: Exhibit C of the states RFP, which is purportedly a list of all existing rides and buildings at Kentucky Kingdom, does not include some of the parks biggest rides (two intertwined wooden roller coasters and a large steel roller coaster), as well as a round ride known as the Enterprise and the Rio Grande train ride. KKRC has included all of these rides in its cost estimates for the redevelopment of Kentucky Kingdom. Exhibit C of the states RFP also omitted at least ten structures from the list of buildings located at Kentucky Kingdom. KKRC has included all of these buildings in its cost estimates for the redevelopment of Kentucky Kingdom. In the section immediately following, KKRC has answered the specific questions raised in the RFP. However, KKRC encourages the state to review the Business, Marketing, and Financing Plans, which are also included, and which provide a more comprehensive explanation of KKRCs approach to the redevelopment of Kentucky Kingdom. Finally, it is difficult to answer the states question about a proposed opening date for Kentucky Kingdom without knowing when the state intends to select an operator. The RFP does not provide a date certain by which the state intends to arrive at its decision, mentioning only that the state reserves the right to select three finalists to engage in the competitive negotiation process with the Commonwealth. For the purpose of answering the question about an opening date, KKRC has assumed the state will select an operator by November 1, 2012. If selected by that date, KKRC will be able to open the entire theme park by May, 2014. Any delay beyond November 1, 2012 in the states decision-making process could delay KKRCs planned opening date and possibly also necessitate revisions in KKRCs redevelopment budget.

response to rfp
EVALUATION CRITERIA I. FINANCIAL TERMS AND CONDITIONS (500 Points) 1. GROUND LEASE
Kentucky Kingdom Redevelopment Company (KKRC) proposes using the same lease the Kentucky State Fair Board previously signed with Bluegrass Boardwalk Inc., with the exception of the few changes noted below. In some cases, these changes represent better terms for the state, and in other cases, KKRC is asking for some modified terms. In any case, KKRC is prepared to negotiate with the state to find common ground. Please keep in mind that the modifications requested are in consideration of the $120 million (including $90 million in equity) that KKRC is prepared to invest in the state-owned property over the term of a 30-year lease. A financial commitment of this size will give the Commonwealth a tremendous opportunity to maximize the economic benefits it would receive as a result of Kentucky Kingdoms reopening. These benefits total $521 million over the term of the lease (see page 51 for further detail). For the purposes of this Section 1.9, parking revenues attributable to patrons of the Amusement Park shall be valued at a per capita rate of $1.25. If Landlord raises or lowers the current parking fee of $8.00, the multiplier of $1.25 shall be adjusted in accordance with the percentage of increase or decrease in the parking fee (e.g., if the parking fee is raised from $8.00 to $9.00, the $1.25 multiplier shall be increased to $1.40, which is a 12.5% increase, the same percentage of increase applied to the parking fee.)

KKRC proposes the following schedule for base rent:

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 $450,000 $500,000 $550,000 $600,000 $650,000 $700,000 $750,000 $800,000 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Years 16 - 30 $850,000 $900,000 $950,000 $1 million $1.05 million $1.1 million $1.15 million $1.2 million

KKRC commits to (1) spend $20 million in start-up equity, (2) to service a $30-million bank loan, and (3) to provide
no less than $2.5 million per year (equaling $70 million over the course of a 30-year lease) in annual capital investments for new rides, attractions, and deferred maintenance. KKRC is prepared to negotiate with the state to find mutually acceptable revenue thresholds that would trigger the annual capital commitments.

KKRC will consider an initial lease term of 30 years, with four options to renew of five years apiece, although we
would prefer to have the same 50-year term and two 25-year options previously approved for the lease with Bluegrass Boardwalk Inc. The longer lease term will be helpful with regard to long-term financing.

Over the course of the lease, KKRCs base rent payments will exceed the base rent that would have been paid by Bluegrass Boardwalk. Like Bluegrass Boardwalk, KKRC is prepared to pay, in addition to base rent, a percentage rent equaling 5% of gross revenues in excess of $25 million, adjusted each year by the percentage of increase or decrease in the Consumer Price Index (CPI). However, as KKRC plans a full-fledged theme park and has provided the funding for same (i.e. three times the amount Bluegrass Boardwalk was prepared to invest initially and eight times Bluegrass Boardwalks total investment), it is much more likely that the state will receive percentage rent from KKRC than it would have if Bluegrass Boardwalk had been operating the park. Under the proposed lease with KKRC, the state can expect to receive a total of $100.9 million in base rent, percentage rent, and parking revenues over the 30-year lease term. When rent and parking revenues are added to KKRCs capital investment and the fiscal benefits projected in the states economic impact study, excluding any tourism tax credits that KKRC might receive, the state stands to gain $521 million in total economic benefits over the course of the lease (see page 51).

With respect to parking revenues, KKRC suggests that Section 1.9 in the Bluegrass Boardwalk lease be replaced
with the following clause, which was approved by the Fair Board in its prior negotiations with KKRC: Parking Revenues. Except as expressly provided below, Landlord shall pay Tenant a portion of the parking revenues collected by the KEC which are attributable to patrons of the Amusement Park as follows: (a). Lease Years 1 20: Landlord shall pay to Tenant a portion of the parking revenues calculated at a rate of $1.25 per visitor (per capita) to the Amusement Park up to $450,000.00 per Lease Year. Parking revenues calculated in accordance with the foregoing formula in excess of $450,000.00 per Lease Year shall be divided equally between Landlord and Tenant; provided, the parking revenues shall be shared between Landlord and Tenant as provided in subpart (b) below in the event that, prior to the end of Lease Year 20, Tenant shall have paid in full all indebtedness for borrowed money incurred by Tenant with respect to the initial re-development and operation of the Amusement Park and with respect to the future development and operation of the Amusement Park (the Indebtedness for Borrowed Money). (b). Lease Years 21 30: Landlord and Tenant shall share equally in the parking revenues calculated at a rate of $1.25 per visitor (per capita) to the Amusement Park per Lease Year. No payment of parking revenues shall be made to Tenant for the period the Kentucky State Fair is open. No payment of parking revenues shall be made to Tenant under this Section 1.9 on the date that Tenant develops off-site public parking or an off-site public entrance to the Amusement Park for use by patrons of the Amusement Park. No payment of parking revenues shall be made to Tenant under this Section 1.9 on dates of School Days (i.e. Education in Motion or Outdoor Classroom).
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Should KKRC sell its leasehold interest in Kentucky Kingdom, KKRC is prepared to share the net profits with the
state, and will negotiate with the state to determine an equitable profit-sharing amount.

Aside from these modifications, KKRC is prepared to accept in its entirety the ground lease previously approved
by the Fair Board for Bluegrass Boardwalk Inc.

2. TERMS OF FINANCING
KKRCs plan to finance the redevelopment of Kentucky Kingdom provides for $20 million in equity and $30 million in bank loans, for a total of $50 million in start-up capital. The equity consists of $10 million to be provided at once, with the addition of $5 million in year one and $5 million in year two. The two equity contributions of $5 million each will be used for partial funding of the $15-million roller coaster scheduled to be added in the parks second season (2015). The equity contributions are shared among the four partners in Kentucky Kingdom, LLLP: the Al J. Schneider Company (represented by Mary Moseley), Ed Glasscock, Bruce Lunsford, and Ed Hart. Kentucky Kingdom, LLLP is a limited partnership formed for the express purpose of redeveloping, reopening, and operating Kentucky Kingdom. Kentucky Kingdom Redevelopment Company, LLC (KKRC) is the general partner of Kentucky Kingdom, LLLP. Island Development Company, Manager of KKRC, is wholly owned by Ed Hart and has been doing business in Kentucky for 24 years.
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KKRC will request that the $30-million bank loan be collateralized by the land, equipment, and improvements owned by the state, as provided for in KRS 56.515 and which have been made available by the state for that purpose as stipulated in the RFP. Once KKRC finalizes deal terms with the state, it is confident that it can secure a $30-million loan with a local bank. In addition to the start-up equity, KKRC will commit to spending $2.5 million per year, beginning in year three, for new rides, attractions, and deferred maintenance. This equates to $70 million in additional equity over the course of the proposed 30-year lease. KKRC is thus committing a total of $120 million to the redevelopment, reopening, and sustained long-term improvement of Kentucky Kingdom. In determining the amount of funding required to redevelop Kentucky Kingdom, KKRC first had to determine what rides and attractions are needed for the state-owned theme park to achieve its highest and best use and thus produce the greatest possible economic benefits for Kentucky. In fact, KKRC believes this question has already been answered by an economic impact study that the state itself commissioned and paid for. That study, completed in August, 2010 (a copy of which is available upon request), indicates that the state stands to gain, on average, $10 million in net new revenues each year over the term of a 30-year lease if KKRCs business, marketing, and financial plans are implemented. (Note: the term net new revenues refers to revenues that would not accrue to the state unless the theme park is operating because a theme parks appeal cannot be replicated by any other type of business.) KKRCs team of professionals spent a full year (from September, 2010 through September, 2011) determining how much it will cost to restore Kentucky Kingdom to a full-fledged theme park capable of drawing 1 million or more visitors per year, which is the level of attendance referred to in the states own economic impact study. KKRCs financing plan provides that the parks existing rides be refurbished and returned to a safe operating condition and the rides that Six Flags removed from the park be replaced with new rides of equal or superior appeal. The Financing Plan beginning on page 35 provides a more detailed discussion. The following chart summarizes the sources and uses of KKRCs start-up funding: souRces: Investor Equity - Start-up - 2014 - 2015 Bank Loan $ $ $ $ 10,000,000 5,000,000 5,000,000 30,000,000 uses: Refurbish Existing Buildings Repair Existing Rides New Rides Equipment Landscaping and Site Work Professional Services Bank Fees and Loan Costs 2013 Working Capital Contingency total $ 50,000,000 total $ $ $ $ $ $ $ $ $ 1,594,528 10,625,718 28,970,000 3,337,350 750,000 300,000 650,000 1,682,718 2,089,686

Exhibit H (see page 89) contains a summary of the costs to repair all existing rides and to acquire and install new rides, as well as an example of just one of the detailed budgets that KKRC has prepared for each ride in this case, the Giant Wheel. Detailed budget sheets for all the rides are available upon request. As Exhibit H indicates, KKRC plans to spend a total of $39.6 million on repairing and replacing existing rides and acquiring and installing new rides. This cost includes a new $15-million roller coaster to replace Chang, the spectacular steel coaster that Six Flags removed from the park in 2009, as well as the return to service of the three marquee rides that were closed two years prior to closing the park the intertwined Twisted Twins wooden roller coasters and a giant spill ride called Mile High Falls. Signature roller coasters like Chang have a profound effect on the publics top-ofmind awareness when it comes to choices about destinations for family trips and vacations. KKRCs proposed financing plan also covers a large expansion of the water park. This expansion is needed if Kentucky Kingdom is to be competitive with Holiday World. Exhibit H (page 89) summarizes the water attractions at Kentucky Kingdom that will be repaired and put back into service, as well as the new water attractions that KKRC plans to add, and includes a detailed cost sheet for the repair and refurbishment of one such water attraction in this case, the Wave Pool. Detailed cost breakdowns for the other water attractions are available upon request. In addition to restoring Kentucky Kingdoms rides, adding new rides, and expanding the water park, KKRC plans to return all of the parks buildings and infrastructure to first-class condition. Exhibit I (page 93) summarizes the cost to repair and refurbish all buildings in the park, and provides a detailed line item breakdown of estimated repair costs for one such building. Detailed cost breakdowns for all of the buildings are available upon request. Exhibit J (page 95) summarizes the cost for replacing the worn-out or inoperable equipment needed for successful and safe operation at Kentucky Kingdom. Detailed cost breakdowns are available upon request.

3. BUSINESS PLAN
See KKRCs Business Plan, which begins on page 7.

4. KRS 56.515
KKRC will utilize the provisions of KRS 56.515 as part of its Financing Plan which begins on page 35.

5. LENGTH AND TERMS OF GROUND LEASE

See the response to Item No. 1 (Ground Lease) above.

6. PARKING
KKRC intends to pledge its share of parking revenues to the bank as collateral for the $30-million loan. Given that KKRC is providing $90 million in private equity, KKRC asks the state to consider the following approach for sharing parking revenue attributable to Kentucky Kingdom. We propose that KKRC and the Commonwealth share the parking revenue attributable to patrons of the theme park (previously agreed to in the proposed Lease Agreement between the Commonwealth and KKRC) as follows: for lease years 1 through 20, the Commonwealth shall pay KKRC a portion of the parking revenues calculated at a rate of $1.25 per visitor (per capita) to the theme park up to $450,000 per lease year. Parking revenues calculated in accordance with the foregoing formula in excess of $450,000 per lease year shall be divided equally between the Commonwealth and KKRC. For lease years 21 forward, the Commonwealth and KKRC shall share equally in the parking revenues calculated at a rate of $1.25 per visitor (per capita) to the theme park per lease year. No parking revenue shall be paid to KKRC for the period the Kentucky State Fair is open nor on dates of School Days. If the Commonwealth raises or lowers the current parking fee of $8.00, the multiplier of $1.25 shall be adjusted in accordance with the percentage of increase or decrease in the parking fee.
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$ 50,000,000

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7. TOURISM TAx INCENTIVES

KKRC intends to apply for the tourism tax incentives available under KRS 148.851 and believes that KKRC can satisfy any and all eligibility standards. The tourism tax incentives will be pledged to the bank in consideration for the $30 million loan.

The budget included in the accompanying Financing Plan sets forth the costs for repairing the existing rides and purchasing new rides. It also includes a separate breakdown of the cost for new water park attractions. This budget was developed over the course of a year of detailed analysis by the technical staff of KKRC, with input from suppliers and contractors who made multiple visits to Kentucky Kingdom. In all, KKRC would return to service 30 steel rides (three of which Six Flags closed while the park was still operating) and seven water attractions (with 12 slides), and would add four new steel rides, among them the first spectacular new roller coaster to be added to Kentucky Kingdom in more than a decade, and four new water attractions that include 18 slides and an 1,800-foot-long adventure river. In addition, KKRC will restore the more than 100 buildings at the park to first-class condition. The result will be to return Kentucky Kingdom to its former position as the top ride park in the region. In so doing, KKRC is confident that attendance at Kentucky Kingdom will average no less than 1 million visitors per year during the term of its lease with the state. KKRC projects that attendance in 2014, the first year of operation at the new Kentucky Kingdom, will be no less than 800,000. In year two, with the addition of a spectacular new roller coaster to replace Chang, attendance is projected to increase to 1 million. In considering a replacement for Chang, KKRC has kept in mind that it is not only the number of rides at a theme park that draws visitors, but also their size and thrill factor. As a rule, the bigger and more thrilling the ride, the greater the distance people will drive to experience it, thus increasing a theme parks marketing radius and potential attendance. A clear example of this can be found in a recent news report about the new $20-million wooden roller coaster introduced this summer at Dollywood. This new coaster alone increased attendance at the park by a whopping 20%, or 400,000 visitors. For an example closer to home, we have only to look at Chang itself: when this spectacular steel coaster was introduced at Kentucky Kingdom in 1997, attendance increased by 55% (i.e. 400,000 visitors). The replacement ride for Chang is budgeted at $15 million and is expected to draw national attention, as Chang did when it was introduced (see pages 45-46 for samples of the media coverage Chang received). For competitive reasons, KKRC is hesitant to reveal a full description of the new coaster herein, but would certainly be happy to present these details in any discussions it might have with the state as part of the RFP process. Because of the long lead times required to order and install such a ride, the new coaster will be introduced in year two (2015). The initial deposit and subsequent installment payments required to secure the order and pay for manufacture, delivery, and installation of the ride will be made between now and 2015. KKRCs additional equity commitments of $5 million in 2014 and $5 million in 2015 are intended to be used for this purpose. Page 15 compares KKRCs planned mix of rides with the present assortment of rides at Holiday World, Kentucky Kingdoms closest competitor. Kentucky Kingdom is competitive with or surpasses Holiday World in various ride categories. This is another reason for KKRCs confidence that attendance at Kentucky Kingdom would return to its historical average of more than 1 million visitors per year. At this level of attendance, the state would be assured of receiving, on average, $10 million in net new revenues per year, as projected in the economic impact study of Kentucky Kingdom that was commissioned by the state and prepared by AECOM in 2010. b. What is your timetable on replacing, retaining, or renovating the rides/attractions including the waterpark? is there a long term and/or a short term plan in terms of replacing, retaining, or renovating the rides/ attractions and waterpark? if so, please detail same. KKRC intends that all of the rides/attractions listed above will be refurbished and open for the 2014 season. A marquee ride will be purchased in 2013, but because of the long lead times required for manufacture, delivery, and installation, the ride will not be opened until the 2015 season. Please see the following Business, Marketing, and Financing Plans for more details.

8. LOCAL TAx CREDIT

A recent economic impact study (August, 2012) on the Fourth Street Live entertainment complex in Louisville, which was conducted by the University of Louisville, reports that the closing of Kentucky Kingdom in 2009 appears to have canceled out all of the jobs gained between 2001 and 2009 in Jefferson County in the arts, entertainment, and recreation sectors (i.e., approximately 1,300 jobs). Because Kentucky Kingdom is such an important part of the local economy, KKRC is confident that Louisville Metro government will support KKRCs efforts to secure a loan from a local bank. Any funding support KKRC receives from Metro Louisville will be pledged to the bank as collateral for the loan.

9. AD VALOREM TAx ON TANGIBLE PROPERTy

KKRC understands that the Department of Revenue will not assess any ad valorem property tax against KKRC if the consideration paid to the Commonwealth pursuant to the lease is considered to be of current market value.

II. PATRON ExPERIENCE 1. RIDES/ATTRACTIONS (375 Points)

explain to the commonwealth your plan for replacing/refurbishing/renovating the park. the commonwealth believes that it would be appropriate to include answers to the following questions in your proposal. a. What rides/attractions will you replace, retain, upgrade, etc.? Kentucky Kingdoms past success resulted from the reputation it built as an outstanding ride park. It drew visitors not only from the region, but from throughout the country. In the parks later years, under the absentee ownership of Six Flags, this reputation was damaged when the senior management of Six Flags made the decision to stop investing in new rides and attractions and began to remove or close many of the parks signature rides (see page 11). The centerpiece of KKRCs business, marketing, and financing plans is to restore Kentucky Kingdom as the regions top ride park, establishing Kentucky Kingdom once again as a regional destination. The plan includes not only complete restoration of the parks existing rides, but the addition of new rides. Here are the details:

Reopen the two intertwined wooden coasters (Twisted Twins) and the giant spill ride (Mile High Falls) that Six
Flags closed.

Replace the rides that Six Flags removed from the park (the spectacular steel stand-up coaster Chang, the family
Road Runner coaster, and the Superman Tower of Power giant drop ride) with rides of equal or greater value.

Restore all of the existing rides, with the exception of the shuttle loop coaster (Greezed Lightnin), which is
prohibitively costly to repair.

Dramatically increase the size of the water park, adding many new attractions, including three new slide towers
with a total of 18 body, tube, and raft slides, as well as an 1,800-foot-long adventure river.

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c. What concepts/ideas do you possess to draw Patrons to the park? As stated above and explained in greater detail in the following Business, Marketing, and Financing Plans, KKRC intends to reposition Kentucky Kingdom as the regions premier ride park - in terms of both steel and water rides. The rides will be surrounded with beautiful and memorable landscaping, providing a lasting image of the new Kentucky Kingdom for each guest who visits. d. Please include a proposed map of how the park will look to the Patron upon completion of your renovations, i.e. on opening day. Exhibit K contains aerial views of the north and south sides of the park, along with the legend that lists all the attractions that will be available on opening day. The marquee coaster (#R16) will be available on opening day of year two. e. on what date will the park re-open? KKRC intends to open Kentucky Kingdom on May 10, 2014. f. estimate the number of people that you intend on hiring both full time and seasonal. KKRC intends to hire 60 full-time and approximately 710 seasonal employees (see following Business, Marketing, and Financing Plans for detail). g. Provide a marketing plan for the Park. See the Marketing Plan, which begins on page 17.

2. GeneRal aestHetics (75 Points) describe your plan for the general appearance of the park. Please include items such as landscaping, removing or modifying any structures, and any other improvement related to the general appearance of the park that you would propose to undertake. KKRC considers beautiful landscaping one of the important attractions at a theme park. In fact, both Kentucky Kingdom and Magic Springs, when under Ed Harts management, were recognized with various awards and distinctions as beautifully landscaped gardens. The new Kentucky Kingdom will be no exception. To see what Ed Harts team accomplished at Magic Springs theme park in Hot Springs, Arkansas, please refer to the following Executive Summary for before and after photos of that park. The following Business, Marketing, and Financing Plans explain in detail how KKRC would restore Kentucky Kingdom to its former prominence. KKRC intends to make an initial investment of $50 million in improvements and additions and to make continued annual reinvestments in the park (at the rate of $2.5 million each year), with the objective of restoring Kentucky Kingdom to its former status as the number one paid tourist attraction in Kentucky. In year one, considerable amounts will be spent to beautify the park ($750,000 in landscaping and site work), refurbish the existing buildings ($1.6 million), repair the existing rides ($10.6 million), replace the equipment (more than $3 million), expand the water park ($10.3 million), and add new attractions (more than $3.6 million). In year two, a spectacular new $15-million roller coaster will be introduced, helping Kentucky Kingdom regain its position as the regions top ride park.

concessions/food offeRinGs (50 Points) detail your concession and food service plan for the park. Please include in your proposal general representative menus for the food service that you intend to offer at the park. In contrast to the outrageous prices for food charged at many theme parks, KKRC intends to offer popular pricing and value meals at Kentucky Kingdom. For example, all soft drinks, regardless of size, will be priced at $1.00. The proposed menus for Kentucky Kingdoms various food service locations are included in Exhibit F. Please note that the menus offer lighter and healthier food items in addition to the more standard theme park fare, and those items are identified with an asterisk in the proposed menus. .

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eXecutiVe suMMaRy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Business Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 MaRKetinG Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 financinG Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

eXHiBits
eXHiBit a COMPANY STRUCTURE AND PARTNER BIOS . . . . . . . . . . . . . . . . . . . . . . . 47 MARY MOSELEY ED GLASSCOCK BRUCE LUNSFORD ED HART BENEFITS TO STATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 LETTERS OF ENDORSEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 REDEvELOPMENT TEAM: BIOS AND ORGANIzATION CHART . . . . . . . . 71 30-YEAR PROJECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 PROPOSED MENUS FOR KENTUCKY KINGDOM . . . . . . . . . . . . . . . . . . . . 83

eXHiBit B eXHiBit c

TABLE OF CONTENTS

eXHiBit d eXHiBit e eXHiBit f

eXHiBit G PHOTOS OF NEW WATER PARK ATTRACTIONS . . . . . . . . . . . . . . . . . . . . . 85 eXHiBit H eXHiBit i eXHiBit J eXHiBit K RIDES AND ATTRACTIONS (INCLUDING DETAILED BUDGET ExAMPLE) . . . . . 89 BUILDINGS (INCLUDING DETAILED BUDGET ExAMPLE) . . . . . . . . . . . . . . 93 EqUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 RIDES AND BUILDINGS KEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 K-1 AERIAL vIEWS - ExISTING RIDES AND BUILDINGS - SOUTH K-2 AERIAL vIEWS - ExISTING RIDES AND BUILDINGS - NORTH K-3 AERIAL vIEWS - NEW ATTRACTIONS - SOUTH K-4 AERIAL vIEWS - NEW ATTRACTIONS - NORTH

ExHIBITS

executive summary
INTRODUCTION
The Kentucky Kingdom theme park is one of the states most valuable assets. It would take $200 million in todays dollars to reproduce the park as is (including the land, improvements, and parking lots). If Kentucky Kingdom is not revived, it will be a sad day for the Commonwealth of Kentucky. After all, the theme park is owned by the state and was formerly recognized as the number one paid tourist attraction in Kentucky. It operated for 20 years, producing well over $100 million in economic benefits for the state - dollars that could not have been replaced by any other type of business. As noted in a state-commissioned economic impact study of Kentucky Kingdom completed in 2010, the state would be hard pressed to find a higher and better use for the property. On the basis of its experience and credentials in the theme park business, Kentucky Kingdom Redevelopment Company (KKRC) believes it is uniquely qualified to return Kentucky Kingdom to its former prominence. With the implementation of KKRCs plan, a reopened Kentucky Kingdom would generate no less than $5 million in new revenue for the state in the parks first year of operation, $7 million by year five, $10 million by year ten, and higher and higher amounts thereafter as attendance and overnight visitation increase. This additional income would come at a time when the Kentucky Exposition Center and other state tourism attractions are operating in the red, and thus would help the state offset, if not eliminate, the losses it incurs on other state-owned assets. KKRC proposes to make an initial investment of $50 million to redevelop and refurbish Kentucky Kingdom and also to establish a long-term program of continued reinvestment in the park, devoting at least $2.5 million per year to this purpose. Thus, KKRCs total investment in the property over the course of a 30-year lease with the state would be $120 million. the state will not be asked to invest one dollar in the project, yet will own all of the property, equipment, and improvements that are now in place at the park, as well as the $120 million in new improvements KKRC plans to add. In light of the downhill slide that Kentucky Kingdom took in the years it was managed by Six Flags, KKRC believes local ownership, which is connected with and responsive to the community, is an essential element in the parks successful rebirth. The four partners in KKRC are well
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known and established Louisville businesspersons with long histories of civic engagement and business success. their vision for Kentucky Kingdom is not only to restore it to a full-fledged regional theme park, but also to make it even bigger and better than it was before. KKRC does not believe Kentuckians would be well served by a smaller park with fewer attractions than Kentucky Kingdom had in the past, so it intends to reopen the park with an appealing combination of spectacular thrill rides, family and childrens rides, and a full-feature water park that is double the size of the existing water park.

OVERVIEW OF KKRCS PLAN

KKRc intends to restore Kentucky Kingdom as a regional theme park and its business, marketing, and financial plans, which follow this executive summary, provide a road map for achieving that objective. The first priority is to reverse the attendance declines that Kentucky Kingdom suffered under the management of Six Flags, which were especially acute among out-of-state visitors. To accomplish this, KKRC proposes an initial capital plan of $50 million, together with annual infusions of at least $2.5 million for the duration of the lease with the state. Altogether, KKRc commits to spending $120 million for the redevelopment, reopening, and longterm improvement of Kentucky Kingdom. This level of investment will provide the rides and attractions needed for Kentucky Kingdoms long-term success, putting this important state-owned asset back to work producing revenue and creating jobs. a substantial media budget, large enough to promote Kentucky Kingdoms rides and attractions not only in the Louisville metropolitan area, but also in the outer markets of Indianapolis, Cincinnati, and Nashville, is needed if Kentucky Kingdom is to achieve the attendance levels associated with a regional theme park. KKRCs proposed marketing budget provides for substantial out-of-state media buys.

KENTUCKy KINGDOM REDEVELOPMENT COMPANy

The investors who are funding the redevelopment of Kentucky Kingdom intend to form a limited partnership (Kentucky Kingdom, LLLP) which is managed by Kentucky Kingdom Redevelopment Company. The limited partnerships four partners are the Al J. Schneider Company (represented by its President, Mary Moseley), Ed Glasscock, Bruce Lunsford, and Ed Hart. All four individuals are successful businesspersons and influential civic and community leaders who understand the importance of Kentucky Kingdom to both the state and the Louisville area. The general partner of Kentucky Kingdom, LLLP is Kentucky Kingdom Redevelopment Company, LLC, which is managed by Island Development Company, a sub-S corporation that has conducted business in Kentucky for 24 years and is wholly owned by Ed Hart. Exhibit A contains a chart showing the structure of the company and a brief bio for each of the partners. The limited partnership is responsible for funding the redevelopment. Ed Hart and his team of experienced professionals are charged with the task of planning and executing the redevelopment and operating the park.

dance to drop. Although Kentucky Kingdom is only one of many iconic attractions in Kentucky, it is noteworthy that the combined attendance of the Kentucky Derby, Breeders Cup, Ryder Cup, Kentucky Derby Museum, and the World Equestrian Games held at the Kentucky Horse Park in Lexington in 2010 does not surpass Kentucky Kingdoms peak attendance. if Kentucky Kingdom does not reopen, louisville will continue to be one of the few major metropolitan markets in the u.s. without a theme park. Kentucky Kingdom is a highly visible attraction, located close to the Watterson Expressway and Interstate 65 and on the path of many of the flights that arrive at and depart from Louisville International Airport each day. the closed and dilapidated theme park presents a negative image to millions of visitors to the state and city. Although its not possible to make quantitative measurements of this negative image, or for that matter, to quantify the improvement in quality of life that a vibrant theme park brings to a community, these are still important considerations in evaluating what Kentucky Kingdom means to the community.

KENTUCKy KINGDOMS ECONOMIC IMPACTS

An economic impact study (copy available upon request) commissioned by the state and prepared in 2010 by AECOM, an internationally recognized consulting firm specializing in economic analysis and planning for theme parks, hotels, and resorts, shows that the economic benefits of a reopened Kentucky Kingdom for both the state and local governments are substantial. These benefits are measured in terms of net new revenues, which are defined as economic, fiscal, and employment benefits that can only be produced by Kentucky Kingdoms reopening. Any benefits to the city or state that could be realized regardless of the theme parks reopening (i.e., benefits that can be produced by businesses other than Kentucky Kingdom) are not included in calculating net new revenues.

KENTUCKy KINGDOM: A VALUABLE ASSET

The closing of the Kentucky Kingdom theme park was a serious blow to the Commonwealth of Kentucky and Metro Louisville. At its peak, Kentucky Kingdom drew more than 1.3 million visitors annually and accounted for more than 50% of all yearly visitors to the Kentucky Exposition Center, where the park is located. In fact, since it first opened 20 years ago, Kentucky Kingdom has hosted 15 million visitors. After years of declining attendance, Six Flags closed the park at the end of the 2009 season. Six Flags senior management made the fateful decision to curtail regular yearly reinvestment in the park and the resulting lack of new rides and attractions caused atten-

executive summary
KENTUCKy KINGDOM
The chart below, which is based on AECOMs economic impact study, shows that Kentucky Kingdom would create $521 million in total economic benefits for the state over the term of a 30-year lease. (For a year-by-year accounting of those economic benefits, see Exhibit B.) Please note that AECOMs calculations are based on an initial investment of $50 million to redevelop the park, coupled with continued reinvestment at the rate of $2.5 million per year. In other words, AECOMs study reflects the economic benefits the state can expect to receive from KKRCs proposed investment in Kentucky Kingdom.
category fiscal Benefits to state KENTUCKY KINGDOM ON-SITE SPENDING INITIAL CAPITAL INvESTMENT ONGOING CAPITAL INvESTMENT OFF-SITE SPENDING ATTRIBUTABLE TO KENTUCKY KINGDOM LESS TOURISM TAx CREDITS TOTAL FISCAL BENEFITS KKRcs inVestMent in state PRoPeRty INITIAL ONGOING TOTAL CAPITAL INvESTMENT KKRcs PayMents to faiR BoaRd BASE RENT PERCENTAGE RENT PARKING TOTAL PAYMENTS TO FAIR BOARD TOTAL ECONOMIC BENEFITS TO STATE $ 30,000,000 44,899,640 25,982,500 $100,882,140 $521,189,932 $ 50,000,000 70,000,000 $120,000,000 $ 166,662,566 1,335,000 2,666,057 156,644,169 (27,000,000) $300,307,792 amount

that the closing of Kentucky Kingdom in 2009 appears to have canceled out all of the jobs gained between 2001 and 2009 in Jefferson County in the arts, entertainment, and recreation sectors (i.e., approximately 1,300 jobs). Both the AECOM and the University of Louisville studies clearly indicate the importance of Kentucky Kingdom to the state and local economy.

BEFORE

A PROVEN TRACK RECORD

Ed Hart and his team have successfully turned around two failed theme parks. The first was the original Kentucky Kingdom, which was opened in 1987 by some Texas investors, but quickly closed when the investors filed for bankruptcy and shut the gates at the park before it had completed its first operating season. Ed Harts company reopened Kentucky Kingdom in 1990, embarking upon a sustained program of annual capital investment in new rides and attractions. The results were dramatic. Kentucky Kingdoms attendance grew from 137,000 visitors in the first year to more than 1.3 million ten years later, making it the number one paid tourist attraction in Kentucky and earning it the reputation of the fastest growing theme park in the country. The second of Ed Harts theme park turnarounds was the reopening of Magic Springs in Hot Springs, Arkansas. This theme park had closed its doors in 1995 after operating for 20 years. Ed Hart and his team redeveloped the park, once again making yearly investments in the facility and adding many new rides and attractions, including a full-feature water park called Crystal Falls. Reopening in the year 2000, Magic Springs & Crystal Falls became the number one paid tourist attraction in arkansas.

KENTUCKy KINGDOM

AFTER

Note: Totals are for 30 years. Benefits for first 20 years were calculated by AECOM. Benefits for last 10 years were calculated by pro rating AECOMs calculations for first 20 years.

The economic impact study also concluded that a reopened Kentucky Kingdom would produce more than $35 million in net new fiscal benefits (including transient room taxes) for Metro louisville during the term of the lease and would create, on average, 2,150 fulltime equivalent jobs, including jobs at the park and in the hospitality industry and construction trades. The results of AECOMs study are supported by an August, 2012 economic impact study on the Fourth Street Live entertainment complex in Louisville, which was conducted by the University of Louisville. The study reports
3 4

executive summary
MAGIC SPRINGS & CRySTAL FALLS
As shown in the before and after aerial photographs of Kentucky Kingdom and Magic Springs, Ed Hart is no stranger to turning around vacated and/or dilapidated theme parks. The first photo of Kentucky Kingdom was taken in 1989, before Ed Harts team began the initial redevelopment of the amusement park. The second photo shows the park in 1999, after nine years of sustained investment in the facility. The before photos of Magic Springs show the degree of deterioration that had set in at the theme park. They stand in stark contrast to the after photos, which show the vibrant new park that greeted the public when Magic Springs & Crystal Falls reopened for business in the summer of 2000, five years after it had closed. The following graphs illustrate the performance of the two previously failed theme parks that Ed Hart and his team have redeveloped, reopened, and successfully turned around: Kentucky Kingdom from 1990 to 1998 and Magic Springs & Crystal Falls from 2000 to 2008. KENTUCKy KINGDOM: 1990 - 1998
attendance

BEFORE

other theme park opportunities in Seattle, Washington and Nashville, Tennessee, ed Hart has had occasion to work with many public officials and has received letters of endorsement from them. The letters themselves are presented in Exhibit C, but the following is a partial list of public officials who have worked with Ed Hart and vouched for his honesty, integrity, and ability to get things done. Paul Patton, Governor of Kentucky Mike Huckabee, Governor of Arkansas Jerry abramson, Mayor of Louisville dave armstrong, Mayor of Louisville Harold Workman, President and CEO, Kentucky State Fair Board Bob Mathis, Mayor of Hot Springs, Arkansas Kent Myers, City Manager of Hot Springs, Arkansas Bill Harrison, Mayor of Lakewood, Washington John ladenburg, Pierce County Executive, Washington State In recognition of Ed Harts efforts to promote education when he was CEO of the former Kentucky Kingdom, letters of endorsement were written by the Superintendent of the Jefferson County Public Schools and the principal of DuPont Manual High School and its Youth Performing Arts School. In recognition for Mr. Harts commitment to beautify his theme park properties, he received letters of recognition for excellence in landscaping from the Director of Garvin Woodland Gardens, a nationally recognized nature walk in Hot Springs, Arkansas; the Superintendent of Hot Springs National Park, U.S. Department of the Interior; the President of the Louisville Olmsted Parks Conservancy; and the Director of the Louisville and Jefferson County Parks Department.

1,400,000 1,200,000 1,000,000

MAGIC SPRINGS & CRySTAL FALLS

800,000 600,000 400,000 200,000

AFTER

1990

1992

1994

1996

1998

MAGIC SPRINGS: 2000 - 2008

attendance

550,000 500,000 450,000 400,000 350,000 300,000 250,000

THE REDEVELOPMENT TEAM

Clearly, Ed Hart has a proven track record of hands-on management, engagement with the local community, and the pursuit of excellence in all aspects of his theme park operations. But his greatest skill may lie in his ability to assemble a group of highly qualified professionals and to establish among them a company culture of effective teamwork. KKRCs redevelopment team consists of experienced theme park professionals who have successfully turned around two previously failed theme parks: Magic Springs & Crystal Falls in Hot Springs, Arkansas and, before that, Kentucky Kingdom in Louisville, Kentucky. Exhibit D contains bios for key members of the redevelopment team, as well as an organization chart.
6

2000

2002

2004

2006

2008

LETTERS OF ENDORSEMENT
During the course of his turnaround efforts at Kentucky Kingdom and Magic Springs, as well as in his pursuit of

Business plan
OVERVIEW
The unique combination of (1) infrastructure and attractions that are already in place, (2) a highly qualified and experienced redevelopment and management team, and (3) an adequately funded redevelopment budget will enable Kentucky Kingdom to be reopened and sustained as a viable and competitive business for many years to come. KKRC is prepared to provide $50 million for the initial start-up of the park. This level of funding is necessary to reverse the results of Six Flags long failure to reinvest in the facility. In the last years that it operated the park, six flags senior management approved only three new rides for the park, while removing or shutting down eleven rides, six of which were marquee attractions. KKRCs proposed initial investment of $50 million and the continued reinvestment of at least $2.5 million per year (or approximately $70 million over the term of the lease) will provide the new rides needed to reverse the downward trend in attendance. Such a program of sustained reinvestment will return Kentucky Kingdom to its former status as a ride park and reinstate it as a regional destination, once again drawing visitors from metropolitan markets in surrounding states. large population centers (Indianapolis, Nashville, and Cincinnati) and approximately 13 million people within 175 miles of Louisville. A reopened Kentucky Kingdom with new and refurbished rides, beautifully landscaped grounds, and an expanded water park will draw attendance from the millions of potential visitors residing within a reasonable driving distance of Louisville.

Once a suitable mixture of rides has been established,

it is important to introduce a new marquee attraction every several years to keep a theme park fresh and exciting and prompt follow-up visits. In the 1990s, when attendance at Kentucky Kingdom peaked at more than 1.3 million visitors, new rides were being added each year, extending the parks marketing radius in the region. KKRC intends to continue a program of sustained annual investment in new rides.

a theme park must be priced competitively. Six

Flags Kentucky Kingdom failed to do this. In fact, Six Flags raised the admission price at Kentucky Kingdom at the same time it was closing rides! KKRCs planned admission pricing is very competitive in comparison with other theme parks in the region (see the section entitled Marketing Plan).

attendance at a theme park is always a function of

the number and size of the rides and attractions it offers. Bigger is always better since visitors will travel longer distances for bigger and better thrills. At the same time, a theme park must have appeal to people of all ages. The mix of attractions should include not only thrill rides, but family rides, childrens rides, and water rides as well. KKRC will offer this appealing combination at Kentucky Kingdom by putting all of the rides back into service, adding a spectacular new coaster, doubling the size of the water park, and maintaining a program of annual reinvestment to add new rides and attractions. except at destination theme parks like those operated by disney or universal studios, the great majority of visitors to a regional theme park do not come for shows, costumed characters, parades, or special events. they come for the rides. Six Flags internal marketing reports support this position. They indicate that, although there were six in-park shows and nine special events during the 2006 season at Kentucky Kingdom, no new rides were added that year and attendance dropped by 243,000 visitors. This is additional evidence that attendance at theme parks depends primarily on rides, not on shows or special events. To quote from Six Flags own marketing research, Over the past six seasons [2001 2006], Six Flags Kentucky Kingdom attendance has fallen a cumulative 26% due to a decrease in media spending in the outer markets, increased pressure from competition, a lack of marketable new capital, reduction in park hours, and a lack of investment in upkeep and training. Money spent to provide shows and the like does not really drive attendance. these dollars are better spent acquiring new rides. Although KKRC plans to have some live shows and special events at Kentucky Kingdom, it will not emphasize these nearly as much as the rides.

KKRC will build relationships with other major

attractions, such as the Louisville zoo, with the objective of developing cooperative advertising and marketing initiatives that will appeal to visitors from other states and thus increase overnight stays.

A theme park must generate enough operating income

to fund a sustained program of annual reinvestment. This keeps the park new and exciting, attracts attendance, and stimulates good word of mouth advertising. As Exhibit E shows, KKRCs plan yields more than enough operating income to allow for the necessary annual reinvestment in the park.

KKRC will reconnect with schools in Kentucky and

southern Indiana to re-establish its Education in Motion program. It will also connect once again with DuPont Manuals Youth Performing Arts School as a source of talented performers for Kentucky Kingdoms various entertainment venues.

Maintaining an adequate media budget is essential

to sustain top-of-mind awareness among the public, especially in the vitally important secondary markets. KKRCs plan calls for increasing the media budget from approximately $400,000 (the amount spent in the last year that Six Flags Kentucky Kingdom operated) to $2 million in year one and to $2.5 million in year two (see the section entitled Marketing Plan).

KKRC will once again build strong ties with local and
state tourism and hospitality industries (e.g., the states many hotels, the Louisville Convention & visitors Bureau, and of course the Kentucky Exposition Center). As a partner in KKRC, the Al J. Schneider Company will be particularly helpful in this effort. The primary objective will be to launch cooperative marketing programs, enabling the state to maintain and increase the number of conventions held in Louisville.

CRITERIA FOR SUCCESS

From 2000 until 2009, when it closed Kentucky Kingdom, the six flags Kentucky Kingdom management team did not meet the criteria that characterize a successful theme park. Because the companys debt load was huge, the resources needed to keep Kentucky Kingdom fresh and exciting were simply not available or were earmarked for other Six Flags facilities. No new rides were introduced, marketing plans and media budgets were slashed, infrastructure was allowed to deteriorate, bad word of mouth began spreading, and the park went into a steady decline, with attendance dropping by more than 800,000 visitors (or 60%) from its previous highs. Drawing on its many years of experience in the theme park industry, KKRC has compiled a list of criteria that are essential to a theme parks success and that will guide its operation of Kentucky Kingdom.

a parks cleanliness and guests perceptions about

its safety go hand in hand. To promote confidence among its visitors that it is well run and safe, a theme park should always look clean and fresh, with wellmaintained infrastructure. The financial plan prepared by KKRC includes a substantial reserve for deferred maintenance and repairs.

KKRC is intent on developing relationships with

Metro united Way, the crusade for children, and many other charitable organizations. It is vital that the absentee ownership mentality of the Six Flags years be replaced with the accessibility and community involvement of local ownership.

adequate, accessible, and well-maintained parking must be provided so that visitors to the park are not inconvenienced. The parking lots at the Kentucky Exposition Center are more than adequate to meet this requirement.

Outstanding landscaping at a theme park is an attraction in its own right, so considerable resources must be devoted to beautifying the park.

A theme park must have experienced managers and,

of course, a theme park is only as good as its first line of communication with its guests namely, its seasonal team members. It is vital to provide adequate resources for training to prepare team members for their job responsibilities, primary among them being the safety of the parks guests. KKRCs plan includes a separate facility for the Human Resources Department, with ample space devoted to continuing education and training.

A theme park should maintain an independent safety

committee that meets regularly and is not subject to any budgetary restraints that might compromise guests. The Safety Committee should be chaired by the parks General Counsel and should not report to the General Manager or any other operations personnel. Instead, as a quality control check on operations, the committee should report directly to the President of the company.
8

the park should be located within convenient driving distance of a major population center(s). Metro Louisville, with its local population of more than 1.2 million, fits this description. In addition, there are three
7

Business plan
SAFETy COMMITTEE
KKRC firmly believes that an independent Safety Committee is an essential component of theme park operations. At both of the theme parks redeveloped by Ed Hart and his team (the original Kentucky Kingdom and Magic Springs & Crystal Falls), an independent Safety Committee was established. KKRc intends to institute a safety committee at the new Kentucky Kingdom. The Safety Committee is chaired by the companys General Counsel, convenes weekly throughout the operating season, and meets regularly even in the off-season. Other members of the Committee include the General Manager, Director of Technical Services and Capital Improvements, Director of Operations, Director of Revenue, Director of Human Resources, and key department managers. KKRCs approach to safety is unique in that the chair of the Safety Committee does not report to the General Manager, Director of Technical Services and Capital Improvements, or Director of Operations, but instead directly to the President of the company, allowing for a thoroughly independent quality control check on operations. In addition, any safety recommendations that the committee determines are necessary or that are required by ride or equipment manufacturers are immediately addressed as a first priority, without regard to cost. In fact, there is no budget for the Safety Committee. It operates on the understanding that whatever is required to guarantee the safety of visitors to the park will be funded. Upon request, KKRc will supply contact information for insurance company inspectors who are familiar with its safety procedures, having conducted audits and reviews at the parks previously operated by the KKRc management team. Ellis & Associates, an international aquatic safety and training organization, is the unrivaled leader in this field and enjoys an excellent reputation for accountability and service. The company conducts regular audits of its clients to ensure adherence to the highest safety standards in the industry. When Kentucky Kingdom and Magic Springs were managed by Ed Hart and his team, the water park staff at both facilities won awards and recognition from Ellis & Associates year after year. The water safety staff at Kentucky Kingdoms Hurricane Bay water park regularly received the Gold Elite Award, and
9

in 1993 received the Platinum Award (the highest national honor for a water safety staff). In every year that Ed Harts team operated Magic Springs, its Crystal Falls water park staff or individual members thereof received awards from Ellis & Associates. In one memorable year (2001), Crystal Falls received both the Platinum Elite and the Gold Elite Awards. KKRCs approach to safety has been tested during the operation of two different theme parks over the course of 15 years. It has proven to work exceptionally well, as evidenced by the safety history of both parks and the commendations issued to their management staffs and team members.

RIDE HISTORy
An earlier period in Kentucky Kingdoms history provides a stark contrast and an informative comparison with its Six Flags years. Between 1994 and 1999, seven marquee rides were added to Kentucky Kingdoms line-up. As a result, attendance during those years increased by 892,000. Those seven marquee rides were:

Even though Kentucky Kingdom suffered a net loss of eight rides between 2000 and 2009, general admission prices were increased by 25% (from $32.00 to $40.00) over the same period. Its no wonder, then, that the park lost credibility with the public.

OPERATING INCOME AND CASH FLOW PROJECTIONS

Exhibit E is a detailed projection of KKRCs income and cash flow over the course of a 30-year lease. Drawing upon the experience it has gained from operating two theme parks (Kentucky Kingdom from 1990 through 1997 and Magic Springs from 2000 through 2008), as well as information contained in Six Flags Kentucky Kingdoms operating statements, KKRC is confident it can operate Kentucky Kingdom at an EBITDA margin of at least 29% and quite possibly significantly higher. It is interesting to note that Mercer Capital (a highly regarded national consulting and advisory firm) recently completed a valuation of the operating value of Kentucky Kingdom. In that report (which is available upon request), Mercer noted that the average EBITDA margin for a publicly traded theme park company is 33%. This is significantly higher than KKRCs conservative estimate of 29%.

1994: The giant spill ride called Mile High Falls (which
Six Flags closed in 2008);

1995: The suspended looping coaster called T2 and the giant drop ride called Hellevator (which Six Flags removed in 2007); 1997: The stand-up steel coaster, Chang, the tallest of its
kind in the world when it was introduced (which Six Flags removed in 2009);

1998: The Twisted Twins wooden roller coaster, consisting of two separate but intertwined roller coasters (which Six Flags closed in 2008); and 1999: The Blizzard River rapid river ride.
In contrast, between 2000 and 2009, when Six Flags operated the park, only three attractions of any significance were introduced: a 30-year-old, used steel roller coaster (Greezed Lightnin) in 2003 (a ride that now has to be removed since it would be prohibitively costly to repair it), a giant funnel water ride (Tornado) in 2005, and another water ride (Deluge) in 2007. During this same period, Six Flags removed a marquee ride (The Vampire steel coaster) in 2000, removed four family rides in 2002, removed two thrill rides (the giant drop ride formerly known as Hellevator in 2007 and the stand-up steel roller coaster Chang) in 2009, and closed three marquee attractions and one family ride after the 2007 season (the Mile High Falls giant spill ride, the two intertwined wooden roller coasters known as Twisted Twins, and the Zeppelin family ride). This all adds up to the addition of three new rides, but a loss of eleven other rides, most of which were signature attractions that were the focus of the parks advertising campaign in the year each was introduced. As the graph on the following page illustrates, Six Flags failure to add new rides, while at the same time closing or removing existing rides, caused attendance to plummet.

ATTENDANCE HISTORy

10

Business plan
ATTENDANCE HISTORy
1,400 1,300 1,200 1,100 1,000 900 800 700 600 500 400 300 200 100
(000s)

Ed Hart team operates the park

Premier Parks operates Six Flags

Dan Snyder and Mark Shapiro take control of Six Flags

attractions that were closed or removed from kentucky kingdom 1998-2009

1,342,628 1,123,500 1,147,807 1,029,058 955,955 937,676 855,478 777,883 611,851 449,466 424,000 302,000 722,900 602,607 616,000 606,000 543,000 890,398 846,121

137,000
1990 1992 1994 1996 1998 2000 2002 2004 2006 2008

COASTERS

OTHER

RIDES CLOSED
12 14

Business plan
Projections of operating income for the new Kentucky Kingdom are based on the following: than 1 million visitors that year. This further validates KKRCs attendance estimates, which are shown in Exhibit E.

Having closely compared the operating costs at Six

Flags Kentucky Kingdom with those at the theme park it operated for eight years in Hot Springs, Arkansas, KKRC is confident it can operate Kentucky Kingdom more efficiently and economically than Six Flags did. KKRC will eliminate additional expense by returning Kentucky Kingdom to a ride park and not focusing, as Six Flags did, on funding additional attractions (shows, parades, costumed characters, etc.) that are expensive to produce but, as the parks history has shown, do not necessarily increase attendance. In addition to meeting the above criteria, the key to success at a theme park is the establishment of a sustained program of capital investment to keep the park fresh and interesting to the public. This is what Six Flags lacked and what caused Six Flags Kentucky Kingdom to decline. Rides drive attendance and must be the focus of any theme parks marketing efforts, so it is essential to intro-

$50 million is spent to refurbish Kentucky Kingdom in

years one and two. This includes reopening rides that were closed by Six Flags, bringing all rides back into good operating condition, adding a spectacular new roller coaster and several new steel rides, doubling the size of the water park, and adding many new water attractions. All of these improvements are expected to increase attendance and revenue and thus operating income.

For the first time in many years, Kentucky Kingdoms

media budget will be adequately funded, keeping public awareness of the park high not only in the local market, but also in the crucially important secondary markets (see page 29).

duce a major new ride at least once every couple of years and to make sure there is money set aside for repairs and maintenance of the rides already in place. An integral part of KKRCs business plan is to establish an annually funded reserve account for new rides and attractions and deferred maintenance. Exhibit E presents the projected free cash flow for Kentucky Kingdom once funds have been set aside for the reserve accounts. Needless to say, the cash flow projections are very much dependent on achieving the attendance projections. Whereas KKRC is very confident about its ability to control operating costs, attendance estimates are more difficult to project since attendance is affected by outside forces such as weather, national economic conditions, etc. However, under normal business conditions, KKRC is confident its attendance and revenue projections are realistic and, if anything, are on the conservative side.

The pricing for Kentucky Kingdom will be very competitive. For the first time in its history, Kentucky Kingdom will offer free tubes for the water park. Food prices will be set at very reasonable levels and one of the value highlights is that all soft drinks, regardless of size, will be priced at $1.00. Exhibit F presents KKRCs proposed menus for the various food service locations throughout the park. in addition to standard theme park food items, lighter and healthier fare will also be offered (these items are marked with asterisks in the exhibit).

For the first time in many years, Kentucky Kingdom will

have the required number of rides to compete effectively with other theme and water parks in the region (see the chart below).

The total number of rides at the new Kentucky Kingdom (including those associated with the water park expansion) will be far more than the number of rides Six Flags Kentucky Kingdom had in 2000. Even with fewer rides, Six Flags Kentucky Kingdom hosted more

COMPARISON OF RIDES
new Ky Kingdom Roller coasters - Steel - Wood - Family other High thrill Rides theme Park Water Rides family Rides Kiddie Rides Water Park attractions total Rides 2 4 1 1 2 11 10 23 54 7 2 5 3 3 11 13 26
(plus Soak City 2012)

Kings island

Holiday World

dollywood

al adventure

0 3 1 2 3 13 9 24 55

2 2 1 0 5 12 11 20 53

1 1 0 1 2 8 8 11 32

70

15

16

marketing plan
KENTUCKy KINGDOM AND ITS COMPETITORS
Two theme parks compete directly with Kentucky Kingdom for the metropolitan Louisville market: Kings Island in Mason, Ohio and Holiday World in Santa Claus, Indiana. Kentucky Kingdom faces those same two competitors for the Indianapolis, Nashville, Evansville, Bowling Green, and Lexington markets, all of which are within convenient driving distance of Louisville and all of which would be targeted under KKRCs marketing plan. For the Nashville market, Kentucky Kingdom also competes with Dollywood (located in Pigeon Forge, Tennessee) and Alabama Adventure (located in Bessemer, Alabama). Indiana Beach, which is termed an amusement resort and is located in Monticello, Indiana, is a competitor for the Indianapolis market, but is not included in this analysis because it does not rise to the same level of competition as Kings Island, Holiday World, or Dollywood. As the following pages show, Kentucky Kingdom is either the closest or next closest theme park to each target market, giving it a big competitive advantage, especially as it will have a broad range of appealing rides and popular pricing. KKRC has crafted a plan that provides the right mix of rides and attractions - one that will enable the park to meet or exceed its attendance projections. including four roller coasters. In both cases, this pace of activity represents the addition of virtually one new ride per year. The following two fold-out charts provide a comparison of ride additions at Six Flags Kentucky Kingdom, Holiday World, and Kings Island between 1998 and 2010, as well as a more in-depth look at the major new attractions added at these three parks and at Dollywood. Because it did not keep pace with its competitors, Kentucky Kingdom lost a tremendous amount of market share throughout the region, as evidenced, of course, by its dramatic decline in attendance during the Six Flags years. KKRC intends to reverse this past downward slide. As set forth in its business plan, KKRC will rebuild and reposition Kentucky Kingdom as a ride park. the marketing plan supports this positioning with a media budget large enough to promote the parks rides and attractions in the various regional markets. The goal of the business and marketing plan is to return Kentucky Kingdoms attendance to levels in excess of 1 million visitors. Of course, water park attractions are particularly appealing to season pass holders, especially if they dont have to drive longer distances to enjoy them. As Kentucky Kingdom is located in the center of a metropolitan area of 1.2 million people, rather than 75 miles away (as Holiday World is), an expansion of its water park would give Kentucky Kingdom a large competitive edge over Holiday World. The chart below presents a comparison of Kentucky Kingdoms water park, as it was in 2009 and as it would be after KKRCs proposed additions, with the water attractions at Kings Island and Holiday World. The new and cutting-edge water attractions at Kentucky Kingdoms Hurricane Bay water park would compare very favorably with the somewhat outdated attractions of its competitors. Photos and renderings of the proposed new attractions for Kentucky Kingdoms water park are included in Exhibit G.

COMPARISON OF WATER PARK ATTRACTIONS

Hurricane Bay New KY Kingdom Hurricane Harbor Six Flags KY Kingdom Boomerang Bay Kings Island splashin safari Holiday World

WATER PARK COMPARISONS

Water park attractions have become increasingly important, as they boost season pass sales, especially in the local market. Of the nine rides that Holiday World introduced over the past ten years, six were water rides, and in 2004, Kings Island added an entire new section to its water park. In fact, the new attractions that Six Flags did introduce at Kentucky Kingdom in recent years were water rides. Those two additions were the Tornado, a water funnel ride introduced in 2005, and the Deluge water coaster, added in 2007. However, these additions were not nearly enough to keep pace with the size and quality of the new water attractions being unveiled each year at Holiday World. Since the marketing radius for a stand-alone water park tops out at 50 miles, while a full-fledged theme park has a much wider (approximately 175 miles) marketing radius, Kings Island has focused its resources on introducing major theme park rides (steel rides) to draw visitors from longer distances, as opposed to putting in more water rides, as Holiday World did. Holiday Worlds attendance has stalled over the last five years even though it has added many new water attractions. This is further evidence that water park attractions have a smaller marketing radius.
POOLS - Wave Pool - Lazy River - Adventure River - Play Structure - Kids Pool - Activity Lagoon total Pools SLIDES/RIDES - Raft Rides - Tube Slides - Tubing Bowl - Body / Tube Slides - Speed Slides - Mat Racer Complex - Water Coaster - Flow Rider total slides/Rides total Water attractions 18 23 7 11 2 4 2 4 4 1 1 1 1 18 26 16 24 1 3 1 1 9 3 1 1 2 4 2 2 4 5 5 4 1 1 1 1 1 1 1 1 3 2 8 8 2 2 1 1 1 1 2 2

HISTORy OF RIDE ADDITIONS AT KENTUCKy KINGDOM AND ITS COMPETITORS

Between 1990 and 1999, Kentucky Kingdom offered many world-class attractions. In fact, a thrilling new ride was added in every one of the parks first ten seasons. However, this all changed after the park was sold to Six Flags, as the senior management of Six Flags decided upon a different direction for Kentucky Kingdom. From 2000 to 2009, Six Flags did not add one bona fide marquee ride to the park. In fact, during six flags Kentucky Kingdoms last three seasons, four of the parks signature rides (the giant drop ride, two intertwined wooden coasters, and the giant spill ride) were actually closed or removed from the park. During the same ten-year period, Six Flags Kentucky Kingdoms closest competitor, the Holiday World theme park located about an hour from Louisville in southern Indiana, added nine new rides, including two wooden roller coasters. Over the same period, Kings Island, a large theme park just north of Cincinnati, added ten new rides,
17

18

marketing plan
Map of Significant Regional Competitors
SIGNIFICANT REGIONAL COMPETITORS DRIVING DISTANCE TO AREA THEME PARKS Driving Distance to Area Theme Parks
LOUISVILLE, KY
400 350 300 250 200 150 100 50
MILES

293 279 208 72 5 123

380

LEXINGTON, KY
400 350 300 250 200 150 100 50
MILES

370 286 205 149

418

INDIANA BEACH KINGS ISLAND 100 six flags St. Louis Evansville HOLIDAY WORLD Indianapolis 75 Cincinnati 50 Louisville Lexington

77

105

N KI TU N C G K D Y H O ol M id ay W or ld Ki ng sI sla In nd di an a Be ac h D ol ly w oo d Si x Fl St ag .L s o Al uis ab Ad a ve ma nt ur e

175

BOWLING GREEN, KY
400 350 300 250 200 150 100 50
MILES

234 104 110

252

270

313

320

400 350 300 250 200 150 100 50

MILES

N KI TU N C G K D Y O Ki M ng sI sla H nd ol id ay W or ld D ol ly w oo In d di an a Be ac h Si x St Flag .L s o Al uis ab Ad a ve ma nt ur e

KE

KE

CINCINNATI, OH
290 178 110 18 208

484 387

ld N KI TU N C G K D Y O M Ki ng sI sla nd D ol ly w oo d Al ab Ad a ve ma n Si tur x e Fl St ag .L s In ou di is an a Be ac h

KENTUCKY KINGDOM Bowling Green Nashville DOLLYWOOD Knoxville

INDIANAPOLIS, IN
400 350 300 250 200 150 100 50
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HISTORy - SIx FLAGS KENTUCKy KINGDOM, HOLIDAy WORLD, AND KINGS ISLAND, 1998-2010
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

siX flaGs KentucKy KinGdoM GENERAL ADMISSION ATTENDANCE ATTRACTION Thrill Family Water Attraction Holiday WoRld GENERAL ADMISSION ATTENDANCE ATTRACTION $ 22.00 550,000 Raven wooden coaster x $ 23.00 564,373 $ 27.00 581,000 The Legend wooden coaster x x $ 33.00 3,400,000 Ghoster Coaster $ 37.00 3,320,000 Invertigo Coaster; Drop Tower x x $ 39.00 3,200,000 Son of Beast CLOSED IN 2009 x x x x $ 40.00 3,360,000 Inverted Kids Coaster $ 42.00 3,182,500 The Crypt; Sling Shot x $ 43.00 3,277,975 Delirium x $ 43.00 3,500,000 4-slide racer, Tornado x $ 45.00 3,300,000 Backlot Stunt Coaster $ 27.00 627,448 $ 27.00 753,010 zOOMbabwe water slide $ 30.00 $ 32.00 883,000 zinga drop Jungle Racer water ride mat water slides $ 34.00 874,000 2nd wave pool $ 37.00 1,005,000 The voyage Wooden Coaster; Bahari River x x x $ 45.00 3,050,000 Nickelodeon Universe x $ 45.00 3,050,000 Firehawk Coaster x x x $ 46.00 3,120,000 $ 49.00 3,000,000 Diamondback Coaster x x Planet Snoopy x $ 50.00 $ 38.00 over 1 mil Bakuli water slide $ 40.00 over 1 mil $ 40.00 1,039,359 $ 42.00 $ 28.00 1,342,628 2 coasters x x x x x $ 30.00 1,147,807 Rapid River $ 32.00 1,029,058 Wild Mouse family coaster $ 35.00 955,955 $ 35.00 937,676 $ 36.00 855,478 Shuttle Loop used coaster poor $ 37.00 890,398 $ 38.00 846,121 Tornado Water Funnel $ 40.00 602,607 $ 40.00 616,000 Water Coaster $ 40.00 606,000 CLOSED: 2 coasters Spill Ride Drop Ride $ 40.00 543,000 CLOSED

Large bucket Pilgrims Plunge Wildebeest water play giant spill ride water coaster

Thrill Family Water Attraction KinGs island GENERAL ADMISSION ATTENDANCE ATTRACTION

Thrill Family Water Attraction

marketing plan
HISTORy OF NEW ATTRACTIONS - SIx FLAGS, KENTUCKy KINGDOM, HOLIDAy WORLD, KINGS ISLAND, AND DOLLyWOOD, 1999-2010
KentucKy KinGdoM
Rides 2010 Water

Holiday WoRld
Rides Wildebeest Worlds longest water coaster; 4-story drop Pilgrims Plunge Worlds tallest spill ride with 131 foot drop Kima Bay 4-story attraction with 7 slides & over 100 waterplay elements deluge Water Coaster Bakuli 7-story water slide Water

KinGs island
Rides Planet snoopy Family coaster, giant surf board, log ride, & more diamondback Tallest, fastest & meanest coaster at Kings Island - 230 ft tall & up to 80 mph Water

dollyWood
Rides adventure Mountain 100 ropes, swinging beams, & suspension bridges sky Zip First multi-line zipline tour inside a theme park River Battle Interactive water raft ride Water

2009

2008

2007

firehawk Ohios only flying coaster (5 inversions; over 50 mph) nickelodeon universe 3 new kids rides; 2 themed areas

Mystery Mine Eurofighter coaster (95 degree, 85 ft drop) timber tower Only ride of its kind in U.S. (spinning in air) 10 new family rides

the cascades General swim/activity lagoon

2006

the Voyage Highest ranked new wooden coaster at #2 tornado Water funnel

Bahari River Lazy River

fire tower falls 2 high drop body slides (70 ft drop) Bear Mtn fire tower Activity pool

2005

Bahari Wave pool

Backlot stunt coaster Family launch coaster

2004

Jungle Racer Water slides

Boomerang Bay 54 4-slide racer; 50-75 4-passenger Tornado; lagoon; water fortress delirium Giant Frisbee ride

the thunderhead Wildest-ride-in-the-woods wooden coaster

Big Bear Plunge Family raft ride

2003

Greezed lightnin 30-year-old used coaster

Zinga Drop water ride

Raintree Hollow Multi-slide complex; kids interactive area

2002

ZooMbabwe Worlds largest enclosed water slide

the crypt Giant top spin ride

2001

Runaway Reptar 1st inverted coaster for kids

splash country 25 acre water park (pool, raft ride, lazy river, tube rides, body slides) dreamland forest 15,000 sf of games; worlds largest interactive tree house tennessee tornado Worlds 1st spiral loop coaster with back-to-back 360-degree loops

2000

Wild Maus Family coaster

the legend Highest ranked new wooden coaster at #7 Rapid River

son of Beast Worlds tallest, fastest & only looping wooden coaster (Closed in 2009) invertigo & drop tower Inverted boomerang coaster & worlds tallest gyro drop at 315 ft

1999

marketing plan
RESTORE KENTUCKy KINGDOMS REPUTATION AS A RIDE PARK
For Kentucky Kingdom to compete effectively in the regional marketplace (or, for that matter, to compete with a theme park that has built a reputation around water attractions, as Holiday World has), its reputation as a ride park must be restored. The proposed water park expansion will be of great help in achieving that objective in the local market, but as noted above, stand-alone water parks have a much smaller marketing radius than theme parks. If Kentucky Kingdom is to appeal to the secondary markets that are located at longer distances from Louisville, it is vital to replace the signature rides that Six Flags removed from Kentucky Kingdom (the worldclass roller coaster Chang in 2009 and the giant drop ride Hellevator in 2007) and to replace them with comparable attractions - an expensive proposition. KKRCs plan allows for this expense, with $50 million in start-up capital and at least another $70 million in annual capital investments over the course of its lease.

Kings Island
Kings Island is in a league of its own. As a nationally known theme park, it consistently draws 3 to 3.5 million visitors per year and has done so for many years. Even during Kentucky Kingdoms heyday (the period between 1997 and 2002, when its attendance averaged 1 million or more per year), the two parks existed comfortably side by side, neither affecting the others success. This is because families in the region often visited both Kings Island and Kentucky Kingdom, as each offered a different type of experience. Because of proximity to their respective metropolitan areas, Kings Island owns the Cincinnati market, while Kentucky Kingdom used to own the Louisville market. Kings Island has much larger grounds, more major rides (especially roller coasters), and a broad array of live entertainment. However, because Kings Island has three times the attendance of Kentucky Kingdom, but only twice the number of thrill rides and only 30% more rides over all, visitors to Kings Island have to wait much longer in line for the rides. This gives Kentucky Kingdom a big advantage in terms of guest satisfaction. this advantage also helps Kentucky Kingdoms reputation as a ride park because visitors can spend more time riding and less time waiting.

its wooden coasters, Holiday World has only one other major attraction: the worlds tallest spill ride. Holiday World does have a decent selection of carnival-type family rides, but although well kept, they are quite old. In essence, Holiday World has built its reputation primarily as a large water park, rather than as a theme park. This approach limits its marketing radius, but that radius does include Louisville. Although Holiday World has spent a considerable amount on capital improvements, its annual attendance has not grown beyond 1 million visitors. As noted before, the selection of steel rides at Holiday World does not quite rise to the level of a bona fide theme park and this limits its marketing radius. Until Holiday World adds more thrill rides to its mix of attractions, making visitors want to travel longer distances, KKRC believes that Holiday Worlds attendance will continue to stall, if not decline. This vulnerability in Holiday Worlds business and marketing plan provides a great opportunity for Kentucky Kingdom, especially as KKRC will regularly add new rides to the park.

KKRC projects that the new Kentucky Kingdom will host 800,000 visitors in year one and 1 million visitors in year two, with the increase resulting from the introduction of the planned new $15-million roller coaster in the second season. By way of comparison, between 1998 and 2005, attendance at Six Flags Kentucky Kingdom averaged 1 million (see chart below). After that time, Six Flags stopped reinvesting in the park, causing attendance to drop precipitously. Using the attendance averages from Six Flags Kentucky Kingdom as a baseline and considering the new rides that KKRC intends to add and its substantial budget for advertising them, KKRC believes its attendance projection of 1 million visitors is conservative, especially in light of the following:

A spectacular new roller coaster will be added in 2015.

This will be the first roller coaster to be added to the park in more than a decade and the resulting anticipation will create widespread buzz about Kentucky Kingdom.

HISTORy OF NEW ATTRACTIONS

The first order of business is to find a suitable replacement for Chang. Working with the industrys leading supplier of cutting-edge roller coasters, KKRC is planning a spectacular new coaster that combines the best features of both Chang and the Hellevator. The price tag for the new coaster (including installation) will be $15 million. It will be the first new coaster introduced at Kentucky Kingdom in more than a decade and is expected to garner a great deal of attention in the media, both locally and nationally.

ATTENDANCE PROJECTIONS

The water park will be doubled in size and many new

water attractions will be added.
siX flaGs KentucKy KinGdoM 1998-05 aVeRaGe 104,425 1998 100,200 1999 114,000 2000 110,800 2001 110,000 2002 106,500 2003 86,400 2004 102,100 2005 102,100

Holiday World
Holiday World poses a different type of competitive challenge. Unlike Kings Island or Kentucky Kingdom, Holiday World has no immediate market of its own. Louisville is the closest major metropolitan area to Holiday World, so Holiday World spends a substantial part of its media budget in Louisville. For all intents and purposes, Louisville has become Holiday Worlds primary market, even though it is located 75 miles away. As Six Flags Kentucky Kingdom went downhill, Holiday World took the opportunity to heighten its marketing efforts in Louisville and the results were very fruitful. However, in terms of its steel ride assortment, Holiday World does have some distinct disadvantages in comparison with Kentucky Kingdom. Although Holiday World does have three wooden roller coasters, it has no corkscrew or looping coasters that invert passengers, giving them that inimitable upside-down experience, and its only steel coaster is a small family ride. in all, Kentucky Kingdom will have almost twice the number of roller coasters that Holiday World has. Apart from

neW KentucKy KinGdoM yeaR 1 SEASON PASSES SOLD (@ $59.99) ATTENDANCE - Season Pass - Frequency - Front Gate - Group Sales - Promotions - Complimentary Subtotal Other total 351,500 3.7 38,500 260,000 89,000 61,000 448,500 800,000 429,000 3.9 45,000 330,000 116,000 80,000 571,000 1,000,000 417,930 4.0 47,233 332,235 121,894 81,347 582,710 1,000,640 566,059 5.6 83,886 509,751 124,906 58,026 776,569 1,342,628 95,000 yeaR 2 110,000

RIDE COMPARISONS
The chart on page 15 compares Kentucky Kingdoms proposed assortment of rides with those of four of its competitors: Holiday World, Kings Island, Dollywood, and Alabama Adventure. KKRC has included Dollywood and Alabama Adventure because they compete with Kentucky Kingdom in the important Nashville market. The new Kentucky Kingdom will be extremely well positioned with respect to its two most serious contenders, Kings Island and Holiday World. A more detailed look at these two theme parks follows.

436,135 3.8 60,284 396,703 187,744 66,941 711,672 1,147,807

445,313 4.0 44,346 349,566 113,330 76,503 583,745 1,029,058

410,641 3.7 56,438 321,845 85,463 81,568 545,314 955,955

383,699 3.6 48,109 326,515 97,632 81,721 553,977 937,676

335,389 3.9 20,790 264,995 142,798 91,506 520,089 855,478

390,930 3.7 38,034 252,261 111,381 97,792 499,468 890,398

375,274 3.7 25,980 236,247 111,899 96,721 470,847 846,121

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The water park expansion will have the greatest impact on season pass sales, returning them to historical levels (i.e., 100,000 or more passes sold each year). With its $50 million in initial capitalization, coupled with continued annual reinvestment, and with the execution of its business and marketing plans, KKRC is confident it can once again capture the market share needed to bring Kentucky Kingdoms attendance back to the level of 1 million or more visitors per year.

KKRCs planned media budget will be no less than

$2 million, or five times more than Six Flags spent on media in the last years it operated Kentucky Kingdom.

The new Kentucky Kingdom will be priced very favorably in comparison with its competitors. For example, its general admission price, from which all group and discount pricing is derived, would be $5.00 lower than Holiday Worlds present general admission price and its season pass would be priced $100 lower than a season pass to Holiday World.

GROUP SALES
One of KKRCs highest priorities will be to return Kentucky Kingdoms group sales business to previous levels. companies generally consider three important criteria in making decisions about their group outings: the number of attractions, proximity, and pricing. the new Kentucky Kingdom would satisfy all three criteria and thus would have a big edge over its primary competitors for Louisville group sales business (Holiday World and Kings Island).

For the first time ever, Kentucky Kingdom will offer

free tubes in the water park.

Food will also be priced very reasonably, one of the

highlights being a price of $1.00 for all soft drinks, regardless of size.

SEASON PASSES
From 1998 to 2005, Kentucky Kingdom sold at least 100,000 season passes per year. In 2006, sales dropped to 71,000. As each season pass holder visits the park an average of 3.7 times per season, this drop of 29,000 in season pass sales translates to 107,000 visits. Typically, a theme parks season pass attendance represents no more than 40% of its total attendance. However, by 2009, Six Flags Kentucky Kingdoms season pass attendance accounted for 55% of total attendance. This is because the park had lost virtually all of its attendance from the outer markets, but still retained much of the local population simply due to its location in a large metropolitan area. As season pass visits become a lower percentage of total attendance, per capita spending inside the park increases. This is because season pass holders generally spend less time in the park when they visit and thus spend less money on food, merchandise, and games. As Kentucky Kingdoms season pass visits return to past levels (approximately 40%), in-park per capita spending will increase. Kentucky Kingdoms proximity to a large local market is an important asset (one that Holiday World, for example, does not have). The simple fact is that most families prefer not to travel long distances to attend a theme park as long as their needs can be met by a local theme park. For this reason, Cincinnati is largely served by Kings Island. In the same way, Kentucky Kingdom served Louisville for many years until Six Flags began closing and removing rides and allowing the park to fall into disrepair. Even then, however, because of its proximity to a large local market, Kentucky Kingdoms attendance still hovered between 550,000 and 600,000 visitors. and the size of the water park will be doubled.

WHy KENTUCKy KINGDOMS ATTENDANCE DECLINED

When KKRC first began to analyze the steps that should be taken to increase Kentucky Kingdoms attendance, it assumed the primary reason for the parks attendance decline (a drop of approximately 800,000 visitors between 1998 and 2009) was that those visitors had been lost to Holiday World. However, further analysis revealed that this is not exactly the case. Much of the attendance lost at Kentucky Kingdom can be attributed to a drop in the number of visitors from secondary markets, including Indianapolis, Nashville, Cincinnati, and Evansville, as well as large decreases in the number of visitors from Lexington and Bowling Green. In fact, Holiday World gained only 489,000 visitors between 1998 and 2009, although Kentucky Kingdom lost 800,000 visitors during the same period. Obviously, then, Holiday World was not picking up all of Kentucky Kingdoms lost attendance. Residents of the secondary markets, no longer happy with Six Flags Kentucky Kingdom, began visiting other theme parks or simply stayed home. That being said, however, many Kentucky residents did begin choosing Holiday World over Six Flags Kentucky Kingdom, and this accounts for much of Holiday Worlds 489,000 increase in attendance since 1998.

Kentucky Kingdom will be better for all of the reasons listed above and because the grounds, buildings, and rides will be completely refurbished and will look like new.

Kentucky Kingdom will be wetter because many

new water attractions, including three slide towers with a total of 18 body, tube, and raft slides and an 1,800-foot-long adventure river, will be installed.

POSITIONING OF THE NEW KENTUCKy KINGDOM

KKRCs marketing plan is intended to return Kentucky Kingdom to its former position as a ride park. This positioning is based on four of the most important words in advertising: newer, bigger, better, and free. Concerning Kentucky Kingdoms water park, one more important concept can be added: wetter! The marketing campaign will deliver a consistent message of newer, bigger, better, and wetter and will also highlight Kentucky Kingdoms affordable pricing, which will be more competitive than pricing at either Holiday World or Kings Island.

For the first time ever, Kentucky Kingdom will offer

free tubes in the water park and a very compelling price of $1.00 for all soft drinks, regardless of size.

SECONDARy MARKETS
Between 1998 and 2009, attendance at Six Flags Kentucky Kingdom declined by 800,000 visitors. Almost a third of that lost attendance, or about 225,000 visitors, was from the all-important secondary markets. These are the markets in which Kentucky Kingdom had historically spent a large amount of its media budget, at least until Six Flags cut back drastically on that budget.

Kentucky Kingdom will be newer because a large

expansion of the water park will be built, many water attractions will be added, and several new steel rides will be introduced. To top it off, a spectacular new roller coaster will be introduced in 2015.

Kentucky Kingdom will be bigger because all of the

rides that were closed during the last two years when Six Flags operated the park will be restored to service

SIx FLAGS INADEQUATE MEDIA BUDGET

As the chart below indicates, Six Flags Kentucky King30

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dom did not sustain an adequate level of media spending, especially in the all-important secondary markets. Between 2000 and 2006, Six Flags cut its media spending by more than $700,000, or 82%. Media spend (2000) $262,800 181,200 320,000 60,900 -051,100 $876,000 Media spend (2006*) 63,800 26,900 53,600 14,000 -0-0There are no attendance data by market available for Six Flags Kentucky Kingdom after the year 2006. However, as the parks attendance dropped an additional 10% between 2006 and 2009, it is reasonable to assume that the number of visitors from outside Louisville also continued to decline.

THE IMPORTANCE OF MARQUEE RIDES

it takes big rides that make a big statement to give people in the secondary markets a reason to drive to louisville. This was proven in 1997, when the former Kentucky Kingdom (before its sale to Six Flags) unveiled Chang, the tallest stand-up steel roller coaster in the world at the time and built by one of the top roller coaster manufacturers in the world, Bolliger & Mabillard of Switzerland. (This is the same manufacturer that will supply the new coaster planned for installation at Kentucky Kingdom in 2015.) With the introduction of Chang, Kentucky Kingdoms attendance rose by 400,000, an increase of 55%. Most of that increase came from the secondary markets, so it is evident that many people drove to Louisville to ride Chang. The media budget for advertising Chang in the secondary markets was substantial, but it was money well spent. The year following Changs introduction saw the addition of Twisted Twins, a thrilling ride consisting of two intertwined wooden roller coasters. Attendance increased by 20%. Its clear that the combination of a spectacular new ride, backed by sufficient advertising dollars, is an essential ingredient in boosting attendance; this approach will always be the centerpiece of KKRcs business and marketing plans. For the first two years that it operated Kentucky Kingdom after purchasing it from Ed Hart (1998 and 1999), Six Flags did have a significant capital investment program in place at Kentucky Kingdom. This is because the terms of the sale agreement with Ed Hart obligated Six Flags to invest $13.5 million in Kentucky Kingdom over the course of the next two years. unfortunately, after that obligation expired in 2000, six flags senior management never again approved a marquee ride for Kentucky Kingdom. As a rule, the bigger and more thrilling the ride, the greater the distance people will drive to experience it, thus increasing a theme parks marketing radius and potential attendance. A clear example of this can be found in a recent news report about the new $20-million wooden roller coaster introduced this summer at Dollywood. This new coaster alone increased attendance at the park by a whopping 20%, or 400,000 visitors. For an example closer to home, we have only to look at the introduction of Chang at Kentucky Kingdom, which boosted attendance by 400,000 visitors.

Market Nashville Lexington Indianapolis Evansville Bowling Green Cincinnati total

net change ($199,000) ( 154,300) ( 266,400) ( 46,900) -0( 51,100)

INCREASED MEDIA BUDGET FOR THE NEW KENTUCKy KINGDOM

KKRC intends to support Kentucky Kingdom by advertising extensively in the secondary markets, as evidenced by the proposed media budget shown below.
first-year Media Budget for new KK sfKK Media Budget in 2006* net change

The important point to be gleaned from this history is that a theme park that adds a spectacular new roller coaster (like Chang, for example) will see a dramatic spike in attendance. When bolstered with a long-term reinvestment program, such as KKRCs planned yearly investments in new rides and attractions, that higher attendance level will be maintained or increased until a market saturation point is reached. In the case of Kentucky Kingdom, KKRC estimates that point to be 1.5 million visitors per year.

ADVERTISING AWARDS
First impressions in the print and electronic media set the tone for a theme park visitors experience. Because a theme park is all about fun, an effective advertising campaign must clearly communicate that message to the parks target audience. Ed Harts marketing teams have been consistently successful over the years, having won many awards for excellence in advertising (see the following list of awards and distinctions granted to Kentucky Kingdom and Magic Springs when these parks were operated by Ed Harts management team).

$158,300 ($717,700)

Market Louisville Indianapolis Nashville Lexington Cincinnati Bowling Green Evansville total

700,000 400,000 400,000 200,000 150,000 100,000 50,000

$ 219,000 54,000 64,000 27,000 -0-014,000 $378,000

481,000 346,000 336,000 173,000 150,000 100,000 36,000

*2006 is the last year for which data on Six Flags Kentucky Kingdom are available.

No doubt, the decision by Six Flags not to introduce major new rides at Kentucky Kingdom also affected its media planning in that there was not anything very meaningful to advertise. It is evident that the combination of no new rides and large reductions in media spending was the primary reason for the decline in attendance from the secondary markets, as the chart below indicates.
sfKK sfKK attendance attendance

$2,000,000

$1,622,000

*2006 is the last year for which data on Six Flags Kentucky Kingdom are available.

Market Nashville Lexington Indianapolis Evansville Bowling Green Cincinnati TOTAL

(2000) 95,200 93,100 88,100 27,600 17,600 13,900 335,500

(2006*) 33,000 27,500 16,200 7,500 5,500 4,600 94,300

net change (62,200) (65,600) (71,500) (20,100) (12,100) (9,300) (241,200)

under KKRcs plan, the media budget would be returned to a level it has not seen for many years. Rather than the 69 per capita spent on media by six flags Kentucky Kingdom, KKRc would spend $2.00 per capita.

PRICING AT THE NEW KENTUCKy KINGDOM

Pricing is an extremely important consideration in any marketing campaign. KKRC intends to create value pricing at the new Kentucky Kingdom by setting admission prices well below those charged by the parks closest competitors and by ensuring that the price of a season pass is very affordable. The price of general admission will be $39.99 (versus $44.95 at Holiday World) and a season pass will cost $59.99 (as opposed to $149.95 at Holiday World). Such value pricing will encourage repeat visits not only from the local market, but from outlying markets as well.

*2006 is the last year for which data on Six Flags Kentucky Kingdom are available.

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AWARDS AND DISTINCTIONS KENTUCKy KINGDOM/HURRICANE BAy 1992
Thunder Run wooden coaster named to top ten u.s. coasters by Tim OBrien of Amusement Business Magazine Kentucky Kingdom The Thrill Park named newsmaker of the year by Tourist Attractions & Parks Magazine Kentucky Kingdom The Thrill Park named Number 1 Regional Attraction by Business First Newspaper Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

AWARDS AND DISTINCTIONS MAGIC SPRINGS & CRySTAL FALLS 2000

Named Best of the Best by Arkansas Democrat Gazette Newspaper, Readers Poll Crystal Falls awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates Awarded a Brass Ring award for outdoor signs by International Association of Amusement Parks & Attractions Awarded a Bronze Award Partners in Tourism by the Arkansas Tourism Foundation

2001
Received the Readers Choice Award for Best attraction by Hot Springs Sentinel-Record Newspaper, Readers Poll Awarded the natural state award (Arkansas top tourist attraction) by Arkansas Governors Conference on Tourism Named tourism organization of the year by the Hot Springs Advertising & Promotion Commission Crystal Falls awarded a Platinum Elite Award for performance of water safety staff by Ellis & Associates Crystal Falls awarded a Gold Elite Award for performance of water safety staff by Ellis & Associates Received a distinguished in excellence Website award from International Association of Amusement Parks & Attractions

1993
Hurricane Bay awarded the Golden Wave award for excellence in water park design by the International Association of Amusement Parks & Attractions Hurricane Bay awarded the Platinum Award (highest national honor for water safety staff) by Ellis & Associates Kentucky Kingdom The Thrill Park named Number 1 Regional Attraction by Business First Newspaper Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

1994
Kentucky Kingdom The Thrill Park named number 1 Regional attraction by Business First Newspaper Hurricane Bay awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

2002
Received the large Business Recognition for excellence in landscaping from the Hot Springs/Garland County Beautification Commission Crystal Falls awarded a Silver Elite Award for performance of water safety staff by Ellis & Associates Golden Guard Award presented to two members of water park staff for excellence in lifeguarding by Ellis & Associates

1995
T2 steel coaster named Most terrifying coaster in Region by Lexington-Herald Newspaper, Teen Readers Poll T2 steel coaster named to top 40 u.s. coasters by Inside Track Magazine Kentucky Kingdom staff named to top 10 friendliest Park staffs in U.S. by Inside Track Magazine Kentucky Kingdom The Thrill Park named Number 1 Regional Attraction by Business First Newspaper Hurricane Bay awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

2003
Received the large Business of the year award from Greater Hot Springs Chamber of Commerce Received the Silver Cup award for outstanding efforts in tourism from Garland County Hospitality Association Crystal Falls awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates

2004
Received the Readers Choice Award for Best attraction by Hot Springs Sentinel-Record Newspaper, Readers Poll

1996
Kentucky Kingdom awarded the spirit award for excellence in the amusement park industry by At the Park Magazine Kentucky Kingdom The Thrill Park named Number 1 Regional Attraction by Business First Newspaper Hurricane Bay awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

2005
Named one of the top three most family-friendly amusement parks in the U.S. by Better Homes and Gardens Magazine Dan Aylward, General Manager, named Tourism Person of the Year by Hot Springs Advertising & Promotion Commission Golden Guard Award presented to member of water park staff for excellence in lifeguarding by Ellis & Associates

1997
Kentucky Kingdom named Portfolio company of the year by National Association of Small Business Investment Companies Chang steel coaster named number 2 Most scary coaster in north america by People Magazine Kentucky Kingdom The Thrill Park named Number 1 Regional Attraction by Business First Newspaper Hurricane Bay awarded the Gold Elite Award for performance of water safety staff by Ellis & Associates Kentucky Kingdom awarded various Brass Ring Awards for excellence in advertising by International Association of Amusement Parks & Attractions

2006
Received the Readers Choice Award for Best attraction by Hot Springs Sentinel-Record Newspaper, Readers Poll Golden Guard Award presented to member of water park staff for excellence in lifeguarding by Ellis & Associates

2007
Received the Readers Choice Award for Best attraction by Hot Springs Sentinel-Record Newspaper, Readers Poll Golden Guard Award presented to three members of water park staff for excellence in lifeguarding by Ellis & Associates

2008
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Received the Readers Choice Award for Best attraction by Hot Springs Sentinel-Record Newspaper, Readers Poll

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financing plan
SOURCE OF FUNDING
KKRCs plan for financing the development of Kentucky Kingdom consists of $20 million in equity and a $30-million bank loan, for a total of $50 million in start-up capital. The equity consists of $10 million to be provided at once, with the addition of $5 million in year one and $5 million in year two. The two equity contributions of $5 million each will be used for partial funding of the $15-million roller coaster scheduled to be introduced in the parks second season (2015). The equity contributions will be shared among the four partners in Kentucky Kingdom, LLLP: the Al J. Schneider Company (represented by Mary Moseley, President), Ed Glasscock, Bruce Lunsford, and Ed Hart. Kentucky Kingdom, LLLP is a limited partnership to be formed for the express purpose of redeveloping, reopening, and operating Kentucky Kingdom. Kentucky Kingdom Redevelopment Company, LLC (KKRC) is the general partner in Kentucky Kingdom, LLLP. For the purposes of the response to the states RFP, Island Development Company, Manager of KKRC, is the applicant. Island Development Company, a company wholly owned by Ed Hart, has been doing business in Kentucky for 24 years. KKRC will request that its $30-million bank loan be collateralized by the land, equipment, and improvements at the park, as provided for in KRS 56.515 and made available to applicants per the terms of the RFP. Upon finalizing deal terms with the state, KKRC is confident it can secure a $30-million loan from a local bank. In addition to the initial capitalization of $50 million, KKRC commits to spending no less than $2.5 million per year, beginning in year three, for new rides, attractions, and deferred maintenance. This equates to $70 million in additional equity over the course of a 30-year lease. Altogether then, KKRc is committing $120 million to the redevelopment, reopening, and sustained long-term improvement of Kentucky Kingdom.

COST OF REDEVELOPMENT
Except for making the most urgently needed repairs, the senior management of Six Flags did not attend properly to maintenance at Six Flags Kentucky Kingdom and did not stick with a sustained program of reinvestment to add new rides and attractions. The results of this neglect must be corrected if the park is to be returned to a safe operating condition, a first-class appearance, and a competitive position in the marketplace. Rides and especially roller coasters - are the backbone of any theme parks appeal. yet in the last ten years that it operated Kentucky Kingdom, six flags added only three major rides, while at the same time closing or removing eleven others. Of the three rides Six Flags added, only one was a roller coaster - and it was

a used ride more than 30 years old. Of the eleven rides closed or dismantled, six were marquee attractions that had served as the centerpieces of Kentucky Kingdoms advertising campaigns in the years when they were first introduced. As such, they were very popular rides, so their absence was immediately felt. In contrast, during the same ten-year period, Kentucky Kingdoms primary competitors (Holiday World, Kings Island, and Dollywood) collectively added eight roller coasters and many other rides. KKRCs team of professionals spent a full year (from September, 2010 through September, 2011) developing detailed budgets for restoring Kentucky Kingdom to a full-fledged theme park. The following chart summarizes how KKRCs start-up funding will be spent.

annual increases in the Consumer Price Index, KKRC calculates that it would cost $150 million in todays dollars to replicate the theme park and all of its attractions. This amount does not include the value of the land that is leased from the state or the parking lots that support it, which together would cost about $50 million if purchased on the open market. Thus, it would cost $200 million to rebuild Kentucky Kingdom as is - even in its current dilapidated condition.

souRces - Start-up - 2014 - 2015 BANK LOAN $ $ $ $ 10,000,000 5,000,000 5,000,000 30,000,000

uses RefuRBisH eXistinG BuildinGs RePaiR and RefuRBisH Rides - Water park - Steel park neW Rides - Water park - Steel park RePlace equiPMent - Food - vehicles, POS, General - Signs LANDSCAPING AND SITE WORK PRofessional seRVices - Architect, Engineering - Legal, Accounting CONSTRUCTION LOAN INTEREST BANK FEE AND CLOSING COSTS 2013 WoRKinG caPital - Salaries and Benefits - Marketing Materials and Agency - Utilities - Other CONTINGENCY $ $ $ $ $ 911,627 109,091 510,000 152,000 2,089,686 $ $ $ $ 150,000 150,000 300,000 350,000 $ $ $ $ 1,100,000 1,937,350 300,000 750,000 $ $ 10,312,000 18,658,000 $ $ 1,106,702 9,519,016 $ 1,594,528

KENTUCKy KINGDOMS BENEFITS FOR THE STATE

In determining the amount of funding required to redevelop Kentucky Kingdom, KKRC first had to determine what rides and attractions were needed for the state-owned theme park to achieve its highest and best use and thus produce the greatest possible economic benefits for Kentucky. In fact, KKRC believes this question has already been answered by an economic impact study that the state itself commissioned and paid for. That study, completed in August, 2010 (a copy of which is available upon request), indicates that the state stands to gain, on average, $10 million in net new revenues each year over the term of a 30-year lease if KKRcs business, marketing, and financial plans are implemented. (Note: the term net new revenues refers to revenues that would not accrue to the state unless the theme park is operating. They exclude the tourism tax incentives KKRC will apply for.)

COST TO REPLICATE KENTUCKy KINGDOM

Although $50 million is a significant price tag for the reopening of Kentucky Kingdom, it is a bargain price in comparison with the cost to rebuild the park from scratch. According to Kentucky Kingdoms balance sheet circa 2007, approximately $100 million was spent on new rides and improvements at Kentucky Kingdom over the first 20 years of the parks operation. With allowance for
35

total

$ 50,000,000

total

$ 50,000,000

36

financing plan
RIDE REPAIR AND REPLACEMENT COSTS
The objective of KKRCs redevelopment plan is to return Kentucky Kingdom to the type of park that can draw 1 million or more visitors per year. To achieve this, the parks existing rides must be refurbished and returned to a safe operating condition and the rides that Six Flags removed from the park must be replaced with new rides of equal or superior appeal. KKRCs development plan accomplishes just that. Exhibit H contains a summary of the costs to repair all existing rides and to acquire and install new rides, as well as an example of a detailed budget for the repair of the giant spill ride, Mile High Falls. Similar detailed cost breakdowns are available upon request for each of the parks existing rides. As Exhibit H indicates, KKRc plans to spend a total of $39.6 million repairing and replacing rides and adding new rides. This cost includes a new $15-million roller coaster to replace Chang, the spectacular steel coaster that Six Flags removed from the park in 2009, as well as the return to service of the three marquee rides that were closed at the end of the 2007 season the intertwined Twisted Twins wooden roller coasters and a giant spill ride called Mile High Falls two years before the entire park was closed.

RIDE REPAIR COSTS

COMPETITIVE ADVANTAGE
Although the cost to refurbish the three marquee rides that have been closed since 2007 (the Twisted Twins coasters and the Mile High Falls spill ride) is $4.2 million, it would cost $21 million to purchase these rides new today. In a sense, then, putting these rides back into service would be like adding three new rides worth $21 million for a cost of only $4.2 million. The following photos show several of the parks marquee attractions and note the estimated costs to refurbish them. This sort of arithmetic is important because it demonstrates the entrance barrier that a competitor like Holiday World, for example, would face in going head to head in the marketplace with a newly redeveloped Kentucky Kingdom. While the rides at Kentucky Kingdom that have been closed can be refurbished and reopened, Holiday World would have to buy comparable new rides at todays prices to maintain a competitive advantage over Kentucky Kingdom. We believe this cost would be prohibitive for Holiday World, giving Kentucky Kingdom an excellent opportunity to reestablish its competitive edge.

TWISTED TWINS: TWO WOODEN COASTERS

Repairs Repair track Two new trains Repair station total estimated cost $ 2,704,500 $ $ 750,000 45,500

$ 3,500,000

37

38

financing plan

MILE HIGH FALLS: GIANT SPILL RIDE

Repairs New boats Painting Refurbish bridge and station total estimated cost $ 234,924 $ 60,000 $ 355,984 $ 650,908

T2: SUSPENDED LOOPING COASTER

Repairs Two new trains Repair track Refurbish station Painting total estimated cost $ $ $ $ 2,261,462 81,425 52,973 232,500

$ 2,628,361

39

40

financing plan

GIANT WHEEL
Repairs Repair lights and install new lights Paint ride Other misc. repairs Polish fiberglass total estimated cost $ $ $ $ 310,316 106,000 28,163 40,000

THUNDER RUN
Repairs Repair track Repair train Refurbish station total estimated cost $ $ $ $ 84,595 30,287 16,875 131,757

$ 484,479

41

42

financing plan
REPAIR COSTS FOR BUILDINGS AND INFRASTRUCTURE
In addition to restoring Kentucky Kingdoms rides, adding new rides, and expanding the water park, KKRC plans to return all of the parks buildings and infrastructure to first-class condition. Exhibit I summarizes the cost to repair and refurbish all buildings in the park and provides one such detailed breakdown. Detailed cost breakdowns for all of the buildings are available upon request. bish. The maps in Exhibit K, taken together, represent the layout and appearance of the new Kentucky Kingdom. Maps K-1 and K-2 are aerial views showing the full scope of the redevelopment. Maps K-3 and K-4 are aerial views of the park marked with the locations of the new attractions that KKRC intends to add. The numbers indicated on the aerial views are cross-referenced to the list of rides and buildings contained in Exhibits H and I (see pages 8994).

REPAIR AND REPLACEMENT COSTS FOR EQUIPMENT

Exhibit J summarizes the cost for replacing worn-out or inoperable equipment that is required for the successful and safe operation of Kentucky Kingdom. Detailed cost breakdowns are available upon request.

RESERVE ACCOUNT AND PARTNER TAxES

Exhibit E (see page 77) indicates a reserve to be set aside for each years capital requirements, as well as an amount to be distributed to the partners in Kentucky Kingdom, LLLP to allow them to pay taxes on that portion of net income that is not distributed to them, but contained in the reserve. For the purposes of calculating partner taxes, KKRC has estimated that the partners effective tax rate is 20%.

WHAT WILL THE NEW KENTUCKy KINGDOM LOOK LIKE?

Exhibit K identifies with numbers all of the steel rides, water rides, and buildings that KKRC will repair and refur-

THE IMPORTANCE OF MARQUEE ATTRACTIONS

The bigger and more exciting the rides are at a theme park, the longer the distance people are willing to travel to visit it. During the years it operated Kentucky Kingdom, Ed Harts team used this approach in planning the expansion of the park and was rewarded by seeing attendance catapult from 137,000 visitors in 1990 to more than 1.3 million by 1998. Signature roller coasters like Chang have a profound effect on the publics top-of-mind awareness when it comes to choices about destinations for family trips and vacations. A clear example of this can be found in a recent news report about the new $20-million wooden roller coaster introduced this summer at Dollywood. This new coaster alone increased attendance at Dollywood by a whopping 20%, or 400,000 visitors. For an example closer to home, we have only to look at Chang itself: when this coaster was introduced at Kentucky Kingdom in 1997, attendance increased by 55% (i.e., 400,000 visitors). As the above example indicates, it is a fact in the amusement industry that investments in large roller coasters and other such spectacular rides bring dramatic increases in attendance. For this reason, KKRC has made the replacement of Chang an integral part of

its business, marketing, and financing plans. The replacement for Chang is budgeted at $15 million and is expected to draw national attention, as Chang did when it was introduced (see pages 45 and 46 for media coverage of Chang). Because of the long lead times required to order and install such a ride, the new coaster will be introduced in year two (2015). The initial deposit and subsequent installment payments required to secure the order and pay for manufacture, delivery, and installation of the ride will be made between now and 2015. KKRCs additional equity commitments of $5 million in 2014 and $5 million in 2015 are intended to be used for this purpose.

COST OF WATER PARK REFURBISHMENT AND ExPANSION

KKRCs proposed financing plan also covers a large expansion of the water park. This expansion is needed if Kentucky Kingdom is to be competitive with Holiday World, which has added several new water attractions in recent years. Exhibit H summarizes the water attractions now in place at Kentucky Kingdoms water park and the water rides that KKRC plans to add. Exhibit H also contains a detailed cost sheet for the repair and refurbishment of just one water attraction in this case, the wave pool. Detailed cost breakdowns for the other water attractions are available upon request.
44

43

marketing plan

KENTUCKy KINGDOM GETS INTERNATIONAL ExPOSURE FOR ITS MARQUEE RIDES

45

46

exhiBit a: company structure & partner Bios

AL J. SCHNEIDER COMPANy (REPRESENTED BY MARY MOSELEY, PRESIDENT)
Mary Moseley has been the President of the Al J. Schneider Company since 2001. The company owns the Galt House Hotel, Crowne Plaza Hotel (Airport), and Waterfront and Riverfront office buildings in Louisville, Kentucky, as well as the Home Supply Company. Prior to taking over as the head of the company, Ms. Moseley and her husband Sam owned and operated the Eden Gallery and Moseley Photography and Commercial Color Lab.
KeNtuCKy KiNGdOm, LLLP

A lifelong resident of Louisville, Ms. Moseley received her B.A. from the University of Louisville. She is dedicated to giving back to the community that she loves and has served on a number of Boards of Directors, among them Norton Healthcare, Greater Louisville Inc., and the Louisville Convention & visitors Bureau. At present, she serves on the boards of the Downtown Development Corporation and Main Street Association, and is a member of the Ethics Committee for the Home of the Innocents.

Limited PARtNeR ed hARt

Limited PARtNeR AL j SChNeideR CO. (Represented by mary moseley - CeO)

C. EDWARD GLASSCOCK
Limited PARtNeR ed GLASSCOCK Limited PARtNeR BRuCe LuNSFORd

Mr. Glasscock received both his B.S. (Civil Engineering) and J.D. degrees at the University of Kentucky. In 1977, at the age of 33, he was elected managing partner of Brown Todd and Heyburn, holding this position for 23 years. In 2000, Brown Todd and Heyburn merged with Frost & Jacobs, becoming Frost Brown Todd, one of the regions foremost law firms. Mr. Glasscock then served as co-managing member of Frost Brown Todd for eight years, through the end of 2008. He is now the Chairman Emeritus of the company. In addition to championing many worthwhile local causes, Mr. Glasscock serves as a special consultant for economic development to the University of Louisvilles President James Ramsey. He is also general counsel for the Arena Authority. He has served as Chairman of many civic organizations, including (but certainly not limited to) the following: - Kentucky Center for the Arts; - Fund for the Arts; - Greater Louisville, Inc.; - Louisville Chamber of Commerce; - Leadership Louisville Foundation; - Bellarmine University Board of Trustees; and - Bridges Coalition In recognition of his efforts and achievements, Mr. Glasscock has received numerous awards and distinctions. A partial list follows: - Gold Cup Award for Outstanding Community Leadership - Member, Hall of Fame, University of Kentucky College of Law - Member, Junior Achievement Business Hall of Fame - Louisvillian of the Year Award

GeNeRAL PARtNeR KeNtuCKy KiNGdOm RedeveLOPmeNt COmPANy, LLC

mANAGeR iSLANd deveLOPmeNt COmPANy

47

48

exhiBit a: company structure & partner Bios

W. BRUCE LUNSFORD
Bruce Lunsford, the Chairman and CEO of Lunsford Capital, L.L.C., a private investment company headquartered in Louisville, Kentucky, is also the founder and former Chairman and CEO of ventas, Inc., a health care real estate investment company (REIT) listed on the New York Stock Exchange. In addition, Mr. Lunsford is Chairman of Deyta, Inc., a leader in health care satisfaction management and clinical quality improvement programs. He is also the Chairman of Arcadia, L.L.C., a Louisville-based real estate development company, joined the Board of Directors of Lightyear Network Communications in 2010, and became a member of the Board of Directors of zirmed, Inc., a medical technology company, in 2012. In 1996, Mr. Lunsford founded Atria Communities, Inc., the third largest assisted living company in the U.S. He served as Atrias Chairman and recruited its original management team. In 1998, Atria was sold to Lazard Freres and the company continues to maintain its headquarters in Louisville. Mr. Lunsford was one of the original investors and initial chairman of xodiax, Inc., founded in 1999. The company, a supplier of data center and internet services that grew a customer base of nearly 150 companies in the Louisville area, was purchased by Peak 10, Inc. of Charlotte, North Carolina in 2004. As a longtime thoroughbred owner and breeder, Mr. Lunsford has raced Madcap Escapade, First Samurai, and the Illinois Derby winner, vision and verse, who also finished second in the 1999 Belmont Stakes and Travers Stakes. He also bred Arravale, named Canadian Horse of the Year in 2006. He is a former member of the Board of Directors of Churchill Downs and now serves on the Board of the Breeders Cup Limited. Mr. Lunsford is a co-founder of Hart/Lunsford Pictures (HLP), an independent film production company that has produced eleven feature films. Throughout his career, Mr. Lunsford has had a strong interest in public service. He was Kentuckys Secretary of Commerce from 1980 to 1983 in the administration of Governor John Y. Brown, Jr. He has also been a member of the Board of Trustees of the University of Kentucky, Bellarmine College, Centre College, and the Salmon P. Chase College of Law, and has chaired the Board of the Kentucky Country Day School and the Kentucky Economic Development Corporation.

EDWARD J. HART
Mr. Hart has a long and distinguished history of entrepreneurial undertakings, with a particular focus on the successful turnaround of high-profile, but failed, projects. These include two theme parks, both of which he and his team brought from bankruptcy and neglect to vibrant success: the original Kentucky Kingdom (which closed after only one season of operation in 1987, and which Mr. Hart and his team, during the eight years they owned and operated the theme park, developed into the number one paid tourist attraction in Kentucky) and the Magic Springs theme park in Hot Springs, Arkansas (which Mr. Hart and his team redeveloped and operated from 2000 until 2008, and also brought to the position of Arkansas number one paid family attraction). In addition, Mr. Hart successfully rescued two major real estate projects in Louisville (1400 Willow, a luxury highrise condominium building, and the Schuster Building, a historic commercial building, both located in the Highlands neighborhood of the city, where Mr. Hart and his wife live). Independent film production is another of Mr. Harts business interests. Hart/Lunsford Pictures, launched by Mr. Hart with his business partner Bruce Lunsford in 2004, has executive produced eleven feature films to date, a number of which have premiered to critical acclaim and won many awards (among them the Audience Award and the Waldo Salt Screenwriting Award at the Sundance Film Festival, the International Critics Prize at the Deauville Film Festival, and the Jury Award at Chicagos Gen Art Film Festival). Mr. Harts diverse business career also includes his ten-year tenure at the New York City headquarters of the J.C. Penney Company (a Fortune 500 company), his development of a successful chain of hairstyling salons in Puerto Rico, and his championing of one of the few successful defamation lawsuits against a major media company in U.S. history (Kentucky Kingdom Inc. vs. WHAS-Tv). In recognition of his success at turning failed local projects into success stories, Mr. Hart received Louisvilles Entrepreneur of the Year award in 1995.

ExHIBIT B: BENEFITS TO STATE

49

50

exhiBit B: Benefits to state

20-year total
Attendance (Projected) AECOM Attendance (Projected) 24,300,000 24,500,000 99% STATE FISCAL IMPACTS PER AECOM (attributed to spending) KK Operations (prorated for 2014) Initial Capital Investment Ongoing Capital Investment Off-Site visitors (prorated for 2014) $ $ $ $ $ Less Sales Tax Credit (initial) Less Sales Tax Credit (ongoing) total state fiscal impacts * PLUS: Fixed Rent Percentage Rent Percentage Parking Revenue total Rent Initial Capital Investment Reserve for New Attractions total $ $ $ $ $ $ $ 18,000,000 19,582,372 14,058,750 51,641,122 50,000,000 45,000,000 289,336,709 $ $ $ 77,559,144 1,335,000 1,515,854 83,223,090 163,633,087 12,500,000 8,437,500 142,695,587

30-year total
38,800,000 39,000,000 99%

2013

2014
800,000 1,000,000 80%

2015
1,000,000 1,000,000 100%

2016
1,050,000 1,050,000 100%

2017
1,050,000 1,050,000 100%

2018
1,100,000 1,100,000 100%

2019
1,100,000 1,100,000 100%

2020
1,150,000 1,150,000 100%

2021
1,150,000 1,150,000 100%

2022
1,200,000 1,200,000 100%

2023
1,200,000 1,200,000 100%

2024
1,250,000 1,250,000 100%

2025
1,250,000 1,250,000 100%

$ $ $ $ $ $ $ $

166,662,566 1,335,000 2,666,057 156,644,169 327,307,792 12,500,000 14,500,000 300,307,792

$ $ $ $ $ $ $ $

$ $

1,689,600 1,335,000

2,126,000

2,416,000

2,470,000

2,747,000

2,807,434

3,082,563

3,150,379

3,459,116

3,535,217

3,881,668

3,967,065

$ $ $ $ $ $ 2,272,000 5,296,600 1,000,000 4,296,600 $ $ $ $ $ 2,905,000 5,031,000 1,250,000 3,781,000 $ $ $ $ $

140,000 3,081,000 5,637,000 1,250,000 62,500 4,324,500 $ $ $ $ $ 3,151,000 5,621,000 1,250,000 125,000 4,246,000

$ $ $ $ $ $

146,000 3,336,000 6,229,000 1,250,000 187,500 4,791,500 $ $ $ $ $ 3,409,392 6,216,826 1,250,000 250,000 4,716,826

$ $ $ $ $ $

152,760 3,603,727 6,839,050 1,250,000 312,500 5,276,550 $ $ $ $ $ 3,683,009 6,833,388 1,250,000 375,000 5,208,388

$ $ $ $ $ $

159,833 3,892,941 7,511,889 1,250,000 437,500 5,824,389 $ $ $ $ $ 3,978,586 7,513,802 1,250,000 500,000 5,763,802

$ $ $ $ $ $

167,233 4,205,365 8,254,266 250,000 562,500 7,441,766 $ $ 625,000 7,639,947 $ $ 4,297,883 8,264,947

$ $ $ $ $ $ $

30,000,000 44,899,640 25,982,500 100,882,140 50,000,000 70,000,000 521,189,932

$ $ $ $ $ $ $

20,000,000 20,000,000

$ $ $ $ $ $ $

450,000 275,000 725,000 25,000,000 30,021,600

$ $ $ $ $ $ $

500,000 190,859 400,000 1,090,859 5,000,000 9,871,859

$ $ $ $

550,000 319,512 431,250 1,300,762

$ $ $ $

600,000 326,183 431,250 1,357,433

$ $ $ $

650,000 466,332 545,000 1,661,332

$ $ $ $

700,000 476,328 545,000 1,721,328

$ $ $ $

750,000 628,582 580,000 1,958,582

$ $ $ $

800,000 642,253 580,000 2,022,253

$ $ $ $

850,000 807,251 615,000 2,272,251

$ $ $ $

900,000 824,969 705,000 2,429,969

$ $ $ $

950,000 1,003,390 743,750 2,697,140

$ $ $ $

1,000,000 1,025,551 743,750 2,769,301

$ $

2,500,000 8,125,262

$ $

2,500,000 8,103,433

$ $

2,500,000 8,952,832

$ $

2,500,000 8,938,154

$ $

2,500,000 9,735,131

$ $

2,500,000 9,730,641

$ $

2,500,000 10,596,641

$ $

2,500,000 10,693,771

$ $

2,500,000 12,638,906

$ $

2,500,000 12,909,249

cuMulatiVe Benefits to state

$ 20,000,000

$ 50,021,600

$ 59,893,459

$ 68,018,721

$ 76,122,154

$ 85,074,986

$ 94,013,140

$ 103,748,271

$ 113,478,912

$ 124,075,553

$ 134,769,324

$ 147,408,230

$ 160,317,479

*Years 6-20 prorated (20-yr total actual); Years 21-30 estimated

53

2026
1,300,000 1,300,000 100%

2027
1,300,000 1,300,000 100%

2028
1,350,000 1,350,000 100%

2029
1,350,000 1,350,000 100%

2030
1,400,000 1,400,000 100%

2031
1,400,000 1,400,000 100%

2032
1,450,000 1,450,000 100%

2033
1,450,000 1,450,000 100%

2034
1,450,000 1,450,000 100%

2035
1,450,000 1,450,000 100%

2036
1,450,000 1,450,000 100%

2037
1,450,000 1,450,000 100%

2038
1,450,000 1,450,000 100%

2039
1,450,000 1,450,000 100%

2040
1,450,000 1,450,000 100%

2041
1,450,000 1,450,000 100%

2042
1,450,000 1,450,000 100%

2043
1,450,000 1,450,000 100%

4,355,837

4,451,665

4,887,928

4,995,463

5,485,018

5,605,689

6,155,046

6,290,457

6,906,922

7,058,874

7,750,644

7,921,158

8,697,432

8,888,775

9,759,875

9,974,592

10,952,102

11,193,049

$ $ $

174,976 4,542,862 9,073,675 $ $ 4,642,805 9,094,471

$ $ $

183,077 4,907,445 9,978,451 $ $ 5,015,409 10,010,872

$ $ $

191,554 5,301,287 10,977,859 $ $ 5,417,916 11,023,604

$ $ $

200,422 5,726,737 12,082,205 $ $ 5,852,725 12,143,182

$ $ $

209,702 6,186,330 13,302,954 $ $ 6,322,430 13,381,304

$ $ $

219,411 6,682,808 14,652,863 $ $ 6,829,830 14,750,988

$ $ $

229,570 7,219,130 16,146,132 $ $ 7,377,951 16,266,726

$ $ $

240,199 7,798,494 17,798,568 $ $ 7,970,061 17,944,653

$ $ $

251,320 8,424,355 19,627,777 $ $ 8,609,690 19,802,739

$ $

625,000 8,448,675

$ $

625,000 8,469,471

$ $

625,000 9,353,451

$ $

625,000 9,385,872

$ $

625,000 10,352,859

$ $

625,000 10,398,604

$ $

625,000 11,457,205

$ $

625,000 11,518,182

$ $

625,000 12,677,954

$ $

625,000 12,756,304

$ $

625,000 14,027,863

$ $

625,000 14,125,988

$ $

625,000 15,521,132

$ $

625,000 15,641,726

$ $

625,000 17,173,568

$ $

562,500 17,382,153

$ $

562,500 19,065,277

$ $

562,500 19,240,239

$ $ $ $

1,050,000 1,218,111 782,500 3,050,611

$ $ $ $

1,100,000 1,245,135 782,500 3,127,635

$ $ $ $

1,150,000 1,452,588 922,500 3,525,088

$ $ $ $

1,200,000 1,484,923 922,500 3,607,423

$ $ $ $

1,200,000 1,708,068 965,000 3,873,068

$ $ $ $

1,200,000 1,746,189 965,000 3,911,189

$ $ $ $

1,200,000 1,985,867 1,007,500 4,193,367

$ $ $ $

1,200,000 2,030,281 1,116,250 4,346,531

$ $ $ $

1,200,000 2,148,201 1,116,250 4,464,451

$ $ $ $

1,200,000 2,196,291 1,116,250 4,512,541

$ $ $ $

1,200,000 2,317,971 1,116,250 4,634,221

$ $ $ $

1,200,000 2,369,907 1,116,250 4,686,157

$ $ $ $

1,200,000 2,495,519 1,225,000 4,920,519

$ $ $ $

1,200,000 2,551,476 1,225,000 4,976,476

$ $ $ $

1,200,000 2,681,201 1,225,000 5,106,201

$ $ $ $

1,200,000 2,741,364 1,225,000 5,166,364

$ $ $ $

1,200,000 2,875,389 1,225,000 5,300,389

$ $ $ $

1,200,000 2,939,951 1,333,750 5,473,701

$ $

2,500,000 13,999,286

$ $

2,500,000 14,097,105

$ $

2,500,000 15,378,539

$ $

2,500,000 15,493,295

$ $

2,500,000 16,725,927

$ $

2,500,000 16,809,793

$ $

2,500,000 18,150,573

$ $

2,500,000 18,364,713

$ $

2,500,000 19,642,405

$ $

2,500,000 19,768,845

$ $

2,500,000 21,162,084

$ $

2,500,000 21,312,145

$ $

2,500,000 22,941,650

$ $

2,500,000 23,118,202

$ $

2,500,000 24,779,769

$ $

2,500,000 25,048,517

$ $

2,500,000 26,865,666

$ $

2,500,000 27,213,940

$ 174,316,764

$ 188,413,870

$ 203,792,408

$ 219,285,703

$ 236,011,630

$ 252,821,424

$270,971,996

$ 289,336,709

$ 308,979,114

$ 328,747,959

$ 349,910,043

$ 371,222,188

$ 394,163,838

$ 417,282,040

$ 442,061,809

$ 467,110,326

$ 493,975,993

$ 521,189,932

54

exhiBit c: letters of endorsement

57

58

exhiBit c: letters of endorsement

59

60

exhiBit c: letters of endorsement

61

62

exhiBit c: letters of endorsement

63

64

exhiBit c: letters of endorsement

65

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exhiBit c: letters of endorsement

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exhiBit c: letters of endorsement

69

70

exhiBit d: kentucky kingdom redevelopment team

PReSideNt & CeO GENERAL COUNSEL SAFETY COMMITTEE GeNeRAL mANAGeR

diReCtOR OF teCh. SeRviCeS ANd CAPitAL imPROvemeNtS

diReCtOR OF FiNANCe

diReCtOR OF OPeRAtiONS

diReCtOR OF SALeS ANd mARKetiNG

diReCtOR OF ReveNue

diReCtOR OF humAN ReSOuRCeS

mGR, hORtiCuLtuRe

mGR, teCh. SeRviCeS

mGR, FiNANCe

mGR, RideS

mGR, wAteR PARK

mGR, LOSS PReveNtiON

mGR, FRONt GAte

mGR, mARKetiNG

mGR, SALeS

mGR, FOOd SeRviCe

mGR, meRChANdiSe & GAmeS

mGR, humAN ReSOuRCeS

ASSiStANt mGR LANdSCAPeRS & GROuNdSKeePeRS CASh CONtROL A/R it mGR, heALth SeRviCeS Audit mGR, SeCuRity ACCOuNt exeC ACCOuNt exeC ACCOuNt exeC

ASSiStANt mGR

mGR, wARehOuSe tRAiNiNG ReCRuitiNG

mAiNteNANCe mGR, RideS

mAiNteNANCe mGR, wAteR

A/P

ACCOuNt AdmiN

ACCOuNt AdmiN

LABOR CONtROL

eLeCtRiCiANS CARPeNteRS

PLumBeRS SuPeRviSOR, FRONt GAte

teChNiCiANS Ride OPeRAtORS

SuPeRviSOR, SeASON PASS PROCeSSiNG SuPeRviSOR, iN-PARK SeRviCeS

wARehOuSe teAm memBeRS FOOd SeRviCe teAm memBeRS GAmeS & meRCh. teAm memBeRS

teLLeRS

LiFeGuARdS

SuPeRviSOR, GueSt SeRviCeS

emtS

SeCuRity GuARdS

Key mANAGemeNt

mid-LeveL

SeASONAL

71

72

exhiBit d: kentucky kingdom redevelopment team

ED HART
Mr. Hart has a long and distinguished history of entrepreneurial undertakings, with a particular focus on the successful turnaround of high-profile, but failed, projects. These include two theme parks, both of which he and his team brought from bankruptcy and neglect to vibrant success: the original Kentucky Kingdom (which closed after only one season of operation in 1987, and which Mr. Hart and his team, during the eight years they owned and operated the theme park, developed into the number one paid tourist attraction in Kentucky) and the Magic Springs theme park in Hot Springs, Arkansas (which Mr. Hart and his team redeveloped and operated from 2000 until 2008, and also brought to the position of Arkansas number one paid family attraction). In addition, Mr. Hart successfully rescued two major real estate projects in Louisville (1400 Willow, a luxury high-rise condominium building, and the Schuster Building, a historic commercial building, both located in the Highlands neighborhood of the city, where Mr. Hart and his wife live). Independent film production is another of Mr. Harts business interests. Hart/Lunsford Pictures, launched by Mr. Hart with his business partner Bruce Lunsford in 2004, has executive produced eleven feature films to date, a number of which have premiered to critical acclaim and won many awards (among them the Audience Award and the Waldo Salt Screenwriting Award at the Sundance Film Festival, the International Critics Prize at the Deauville Film Festival, and the Jury Award at Chicagos Gen Art Film Festival). Mr. Harts diverse business career also includes his ten-year tenure at the New York City headquarters of the J.C. Penney Company (a Fortune 500 company), his development of a successful chain of hairstyling salons in Puerto Rico, and his championing of one of the few successful defamation lawsuits against a major media company in U.S. history (Kentucky Kingdom Inc. vs. WHAS-Tv). In recognition of his success at turning failed local projects into success stories, Mr. Hart received Louisvilles Entrepreneur of the Year award in 1995.

JOHN SHANROCK
John Shanrock has 30 years of experience in the theme park industry, all within the Cedar Fair organization, one of the worlds leading theme park owners and operators. He began his career at Cedar Point in Sandusky, Ohio, beginning as a Restaurant Manager and working his way upward to a position as Food Operations Manager and then Director of Food Operations at valleyfair Family Amusement Park in Shakopee, Minnesota, a park with an average annual attendance of 1 million. When Cedar Fair purchased the Paramount theme parks in 2006, John was named vice President and General Manager of Carowinds, a 398-acre theme park in Charlotte, North Carolina that regularly hosts 1.5 million visitors per year. Active in community service, John has been a member of the Rotary Club in both Minnesota and South Carolina. He served on the Advisory Board for the Charlotte Area Chamber of Commerce and on the Exit 90 Road Development Committee for York County, South Carolina. He directed Carowinds involvement in the North Carolina Hospitality and Tourism Association and also hosted meetings of the Regional Roads Committee for both North and South Carolina. Mr. Shanrock will serve as General Manager of Kentucky Kingdom, reporting directly to Ed Hart.

DAVID W. SCHARFENBERG
Dave Scharfenberg has spent his entire career in the amusement industry, primarily in the area of ride maintenance. He came on board with Ed Harts team at Kentucky Kingdom in 1990 as an entry-level mechanic and was promoted to manager of the Technical Services Department two years later. In 1999, he moved to Hot Springs, Arkansas to serve as Technical Services Director at Magic Springs & Crystal Falls, another formerly failed theme park that was redeveloped and reopened with great success by Mr. Harts company. In 2005, he took a position as Maintenance Manager at Canobie Lake Park in Salem, New Hampshire, leaving in 2010 to assist in the start-up of Luna Park (the former Coney Island) in Brooklyn, New York, where he helped install attractions and train and manage the ride maintenance crew. From September, 2010 through 2011, Mr. Scharfenberg again returned to work for Ed Hart, serving as a key member of the KKRC team during its 18-month effort to reopen Kentucky Kingdom (which had been closed by Six Flags in 2009), an effort that was halted when the Kentucky State Fair Board ended its discussions with the company at the end of September, 2011. Mr. Scharfenberg spent those months on site at Kentucky Kingdom, undertaking a thorough inspection of all existing rides and buildings and assisting in preparing estimates and budgets for their repair, as well as estimates for the installation of new attractions. Mr. Scharfenberg has Level III (senior) certification from the National Association of Amusement Ride Safety Officials (NAARSO) and is a member of F24 A.S.T.M. (American Society for Testing and Materials). He has been a certified pool operator and served as a member of the Arkansas Amusement Ride Safety Board.

GAyLEE W. GILLIM
Ms. Gillim served as General Counsel for both Kentucky Kingdom and Magic Springs, vigorously defending each park against frivolous lawsuits. In that capacity, Ms. Gillim also chaired each parks Safety Committee. She is a longstanding member of the Board of Directors of the International Amusement & Leisure Defense Association (IALDA), where she previously served as President and now serves as Secretary. She is also on the Board of Directors for the World Waterpark Association, an organization representing the interests of water park facilities, manufacturers, and suppliers around the world. Ms. Gillim has been volunteering for many years for the local YMCA, having just completed her second term as Board Chairperson. She is also an at-large member of the Board of Directors of the YMCA of Greater Louisville Association. She is in her fourth term on the lay governing board (vestry) of St. Matthews Episcopal Church.

DANIEL P. AyLWARD
Mr. Aylward has spent almost his entire professional life in the theme park industry and has more than 30 years of experience in directing the operations of theme parks and entertainment facilities in the U.S. and abroad. In recent years, he worked closely with Ed Hart, serving as General Manager of the Magic Springs theme park in Hot Springs, Arkansas and also as President of Themeparks, L.L.C., a company formed by Ed Hart to pursue the development of theme and water park projects. Prior to that, he served as Executive vice President of all of the Six Flags parks in Europe. He began his career in 1971 at the Kings Island theme park in Cincinnati, Ohio and has also overseen operations and marketing at the Silverwood Theme Park in Athol Idaho; Old Tucson in Tucson, Arizona; Bob-Lo Island in Detroit, Michigan; and Riverside Park in Agawam, Massachusetts. Deeply involved in the local community during his tenure at Magic Springs, Mr. Aylward served on the boards of various local organizations, among them the Garland County Economic Development Corporation, the Greater Hot Springs Chamber of Commerce, Fifty for the Future, and the Hot Springs village Government Affairs Committee.

ROBERT LINDSAy
Mr. Lindsay is an experienced amusement ride technician, having begun work in the Technical Services Department at Kentucky Kingdom in 1994, when Ed Harts team operated the park. He was promoted to a supervisory position in the department, where he continued for 14 years, departing only because Six Flags closed Kentucky Kingdom. Obviously, his long tenure at Kentucky Kingdom has given him thorough familiarity with all of the parks rides and attractions. He was a member of KKRCs team during the period from 2010 to 2011, working on site at the park, assisting in the development of detailed budgets for repair and restoration of the existing rides and installation of new rides and providing basic maintenance of buildings, equipment, and grounds, as needed.

73

74

exhiBit d: kentucky kingdom redevelopment team

LESLy H. BIRKNER
Lesly Birkner has worked for Ed Hart before and will hold the position of Director of Operations at Kentucky Kingdom. She is an amusement industry professional specializing in human resource enrichment, training, operational analysis, and policy development, and has written and implemented many safety plans, operational guides, and other policies and procedures for amusement and water parks, family entertainment centers, zoos, aquariums, and museums. She holds various safety industry certifications, including Member of ASTM Int (formerly the American Society of Testing and Materials) Committee F-24 (since 2006) and Operations Professional Level I and II certification by AIMS (Amusement Industry of Manufacturers and Suppliers), also since 2006. She has been certified by the Red Cross as an AED/ CPR Trainer since 2010. Ms. Birkner began her theme park career in 2004 working for Ed Hart and his management team at the Magic Springs & Crystal Falls theme park in Hot Springs, Arkansas as Operations Supervisor. She rose through the ranks and ultimately came to be responsible for ride operations, guest services, and special events. She now works as a selfemployed consultant for the industry leader in point of sale, entry control, and ticketing systems and has been recognized as an effective communicator and operational analyst. In her spare time, Ms. Birkner enjoys serving her community as a Court Appointed Special Advocate for the juvenile court systems, working with at-risk youth.

MARTy COGAN
From 2010 through 2011, Marty Cogan worked very closely with Ed Hart in the effort to reopen Kentucky Kingdom. A graduate of St. xavier High School, he attended the University of Louisvilles Speed School, where he received a Master of Engineering degree. After graduating, he worked for an engineering firm in Louisville, designing and supervising the construction and operation of regional utility systems. Mr. Cogan has also been active in the ownership and operation of residential investment properties in Louisville and in overseeing retail development projects for Louisvilles Jefferson Development Group. Mr. Cogan held various volunteer positions with the downtown branch of the YMCA of Greater Louisville for more than 15 years and ultimately became its Executive Director, serving in that capacity from 2003 through 2005. As a lifelong resident of Louisville, Mr. Cogan has a wide network of business associates. This will serve Mr. Cogan well in his capacity as Director of Community Affairs for Kentucky Kingdom, where his primary responsibility will be to reestablish connections between the park and the community.

JULIE H. JOHNSON
Julie Johnson began her career in the banking industry before joining the senior management staff at Kentucky Kingdom in 1993. She worked on the development, implementation, and monitoring of various operational processes for the park until the sale of the park to Six Flags in 1998. She joined Ed Harts management team at Magic Springs & Crystal Falls and was instrumental in helping secure the financing and incentive packages from state and local government agencies required to reopen and expand the facility. Since 2002, Ms. Johnson has been self-employed, focusing on introducing and servicing various lines of luxury clothing and accessories throughout Kentucky. Her familiarity with communities throughout the state will serve her well as Kentucky Kingdoms Director of Sales.

EDWARD L. MONHEIMER, III

Ed Monheimer earned a Bachelors degree from the University of Kentucky in 1982. Upon graduation, he has worked for several companies in various operations, human resources, and training capacities. Mr. Monheimer joined the Kentucky Kingdom management team in 1996 as a Food Service Manager and was promoted to Director of Revenue, overseeing the Food Services, Merchandise, Games, and Warehouse Departments. He led the revenue division at Six Flags Kentucky Kingdom until 2006, when he accepted the same position at Magic Springs & Crystal Falls in Hot Springs, Arkansas. An effective Human Resources Department is the backbone of any successful theme park and handling the large number of seasonal employees poses a unique challenge. With his extensive background in so many areas of theme park operation, Mr. Monheimer is well qualified to serve as Kentucky Kingdoms Director of Human Resources.

ExHIBIT E: 30-yEAR PROJECTIONS

DONALD WEBER (VICE PRESIDENT) AND DANIEL SHEEHAN (DIRECTOR OF CONSTRUCTION) OF WEBER GROUP, INC.
The Weber Group, Inc. is a locally owned design-and-build architectural firm. Highly accomplished in the design, construction, and expansion of water parks, the Weber Group has worked on such projects throughout the U.S. and internationally. The principals of the Weber Group (Donald and Thomas Weber) were employed by Ed Hart at Kentucky Kingdom, where they were instrumental in the design and construction aspects of both the theme park and the water park during the 1990s. The Weber Group has gone on to become a well respected resource for the entire theme and water park industry, completing projects at Paramount Parks, Great Wolf Lodge resorts, and Nickelodeon, among many others.

KIMBERLy E. GILLIM
Kim Gillim was an integral member of the team that redeveloped and reopened the Magic Springs theme park in Hot Springs, Arkansas, where she was primarily responsible for planning and supervising the landscaping efforts. She received accolades for her work from the local community, which recognized Magic Springs for excellence in landscaping. Ms. Gillim, who will serve in a similar capacity at Kentucky Kingdom, shares Ed Harts belief that landscaping is an essential factor in a theme parks appeal to the public and, in fact, is one of the primary attractions at any successful park.

KEN ELLIS (PRESIDENT AND COO) AND JIM DUNN (VICE PRESIDENT OF DESIGN & CONSTRUCTION) OF AQUATIC DEVELOPMENT GROUP
Aquatic Development Group has built water parks all over the world. The companys lengthy list of clients includes many of the most prestigious names in the water park industry, among them Dollywoods Splash Country and the Columbus zoo. The company has also worked for the Great Wolf Lodge Company and other large resorts and hotels in developing indoor water parks. Aquatic Development Group was responsible for design and construction of the water park at Kentucky Kingdom during the parks period of expansion in the 1990s and is thus very familiar with the facility.

75

76

exhiBit e: 30-year projections

This TiTle is for placemenT only

30-year total
ATTENDANCE REvENUE COGS Operating Expenses oPeRatinG incoMe (eBitdaR) 38,800,000 1,930,164,345
Proprietary info Proprietary info

2014
800,000 $ 22,652,000
Proprietary info Proprietary info

2015
1,000,000 $ 28,817,179
Proprietary info Proprietary info

2016
1,050,000 $ 31,956,491
Proprietary info Proprietary info

2017
1,050,000 $ 32,668,980
Proprietary info Proprietary info

2018
1,100,000 $ 36,064,160
Proprietary info Proprietary info

2019
1,100,000 $ 36,869,689
Proprietary info Proprietary info

2020
1,150,000 $ 40,534,074
Proprietary info Proprietary info

2021
1,150,000 $ 41,440,846
Proprietary info Proprietary info

2022
1,200,000 $ 45,388,511
Proprietary info Proprietary info

2023
1,200,000 $ 46,405,235
Proprietary info Proprietary info

2024
1,250,000 $ 50,651,030
Proprietary info Proprietary info

2025
1,250,000 $ 51,786,951
Proprietary info Proprietary info

2026
1,300,000 $ 56,346,544
Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

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Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

FIxED RENT Percentage Rent (5% over $25m with CPI increase) eBitda OTHER INCOME Parking Revenue - Fixed - Percentage ($1 increase every 5 yrs) Sales Tax Credit (initial capital investment) Sales Tax Credit (ongoing capital investment) Metro Fiscal Rebate total otHeR incoMe aVailaBle casH Annual Debt Service ($30m @ 5% for 20 yrs) Reserve for Marquee Coaster (intro 2015) Reserve for New Attractions & Deferred Maintenance casH afteR deBt seRVice & ReseRVes Allocation for Partner Taxes (20% of reserves) fRee casH

30,000,000 44,899,640
Proprietary info

$ $

450,000 -

$ $

500,000 190,859

$ $

550,000 319,512

$ $

600,000 326,183

$ $

650,000 466,332

$ $

700,000 476,328

$ $

750,000 628,582

$ $

800,000 642,253

$ $

850,000 807,251

$ $

900,000 824,969

$ $

950,000 1,003,390

$ $

1,000,000 1,025,551

$ $

1,050,000 1,218,111

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

13,500,000 25,982,500 12,500,000 14,500,000

Proprietary info Proprietary info

$ $ $ $

450,000 275,000 1,000,000 Proprietary info

$ $ $ $

450,000 400,000 1,250,000 Proprietary info

$ $ $ $

450,000 431,250 1,250,000 62,500

Proprietary info

$ $ $ $

450,000 431,250 1,250,000 125,000

Proprietary info

$ $ $ $

450,000 545,000 1,250,000 187,500

Proprietary info

$ $ $ $

450,000 545,000 1,250,000 250,000

Proprietary info

$ $ $ $

450,000 580,000 1,250,000 312,500

Proprietary info

$ $ $ $

450,000 580,000 1,250,000 375,000

Proprietary info

$ $ $ $

450,000 615,000 1,250,000 437,500

Proprietary info

$ $ $ $

450,000 705,000 1,250,000 500,000

Proprietary info

$ $ $ $

450,000 743,750 250,000 562,500

Proprietary info

$ $

450,000 743,750

$ $

450,000 782,500

625,000
Proprietary info

625,000
Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

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Proprietary info

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Proprietary info

Proprietary info

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Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

47,800,000 10,000,000 70,000,000

Proprietary info

$ $ $

2,390,000 5,000,000 -

$ $ $

2,390,000 5,000,000 -

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

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Proprietary info

Proprietary info

79

2027
1,300,000 $ 57,611,469
Proprietary info Proprietary info

2028
1,350,000 $ 62,501,391
Proprietary info Proprietary info

2029
1,350,000 $ 63,905,723
Proprietary info Proprietary info

2030
1,400,000 $ 69,143,413
Proprietary info Proprietary info

2031
1,400,000 $ 70,698,186
Proprietary info Proprietary info

2032
1,450,000 $ 76,302,038
Proprietary info Proprietary info

2033
1,450,000 $ 78,018,955
Proprietary info Proprietary info

2034
1,450,000 $ 81,224,759
Proprietary info Proprietary info

2035
1,450,000 $ 83,053,175
Proprietary info Proprietary info

2036
1,450,000 $ 86,373,004
Proprietary info Proprietary info

2037
1,450,000 $ 88,318,028
Proprietary info Proprietary info

2038
1,450,000 $ 91,757,106
Proprietary info Proprietary info

2039
1,450,000 $ 93,824,079
Proprietary info Proprietary info

2040
1,450,000 $ 97,387,870
Proprietary info Proprietary info

2041
1,450,000 $ 99,582,380
Proprietary info Proprietary info

2042
1,450,000 $ 103,276,596
Proprietary info Proprietary info

2043
1,450,000 $ 105,604,486
Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

$ $

1,100,000 1,245,135

$ $

1,150,000 1,452,588

$ $

1,200,000 1,484,923

$ $

1,200,000 1,708,068

$ $

1,200,000 1,746,189

$ $

1,200,000 1,985,867

$ $

1,200,000 2,030,281

$ $

1,200,000 2,148,201

$ $

1,200,000 2,196,291

$ $

1,200,000 2,317,971

$ $

1,200,000 2,369,907

$ $

1,200,000 2,495,519

$ $

1,200,000 2,551,476

$ $

1,200,000 2,681,201

$ $

1,200,000 2,741,364

$ $

1,200,000 2,875,389

$ $

1,200,000 2,939,951

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

$ $

450,000 782,500

$ $

450,000 922,500

$ $

450,000 922,500

$ $

450,000 965,000

$ $

450,000 965,000

$ $

450,000 1,007,500

$ $

450,000 1,116,250

$ $

450,000 1,116,250

$ $

450,000 1,116,250

$ $

450,000 1,116,250

$ $

450,000 1,116,250

$ $

450,000 1,225,000

$ $

450,000 1,225,000

$ $

450,000 1,225,000

$ $

450,000 1,225,000

$ $

450,000 1,225,000

$ $

450,000 1,333,750

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

625,000
Proprietary info

562,500
Proprietary info

562,500
Proprietary info

562,500
Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

Proprietary info Proprietary info

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,390,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

2,500,000

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

Proprietary info

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Proprietary info

Proprietary info

Proprietary info

Proprietary info

80

exhiBit f: proposed menus

incredible edibles Cotton Candy Mini Donuts Soft Drinks casa Mia Pizza Chicken Wings Hand Dipped Chicken Tenders Breadsticks Garden Salad* Watermelon Bowl* Pudding Parfait Mile High Chocolate Cake Beer Soft Drinks ice cream factory Soft Serve Ice Cream Soft Serve Yogurt* Specialty Dry Toppings Specialty Refrigerated Toppings Fresh Fruit Toppings* Smoothies* Bottled Water auntie Bs funnel cakes Fresh Funnel Cakes Deluxe Funnel Cakes a la Mode Soft Serve Ice Cream Icees Soft Drinks Wagon trail Burgers Hamburgers and Cheeseburgers Hot Dogs and Chili Dogs French Fries Onion Rings Beer Soft Drinks Juniors Home cookin BBq Pork Sandwich Sloppy Joe Sandwich Macaroni and Cheese Mashed Potatoes Fried Corn on the Cob Country Baked Beans Apple Cobbler Chocolate Cream Pie Watermelon Bowl* sausage shoppe Grilled Italian Sausage Cheesy Bratwurst Potato Chips Soft Drinks two shoes Mexican Tacos Burritos quesadillas Walking Taco Refried Beans Spanish Rice Churros Soft Drinks two shoes corn dogs Corn Dogs Cheese on a Stick Jumbo Pickle on a Stick Potato Chips Soft Drinks cactus Jacks Corn Dogs Cheese on a Stick Jumbo Pickle on a Stick Potato Chips Soft Drinks flying ace Popcorn Jumbo Pretzel Icees Smoothies* Soft Drinks Bridge Beverages Popcorn Bottled Soft Drinks Bottled Water Beer Promenade Hooks snacks Jumbo Pretzel Popcorn Potato Chips Soft Drinks food court - fresh cut fries Fresh Cut Jumbo Fries Chili/Cheese Fries Chicken Tenders Soft Drinks food court - Pizza Pizza Breadsticks Potato Chips Garden Salad* Watermelon Bowl* Beer Soft Drinks food court - Grill Hamburgers and Cheeseburgers Grilled Chicken Breast Sandwich* Hot Dogs and Chili Dogs French Fries Soft Drinks food court - funnel cakes Fresh Funnel Cakes Deluxe Funnel Cakes a la Mode Soft Serve Ice Cream Icees Smoothies* Soft Drinks Hooks snack shack Jumbo Pretzels Popcorn Bottled Beverages Hurricane Hatties Pizza Chicken Tenders Popcorn Shrimp French Fries Breadsticks Garden Salad* Chicken Caesar Salad* Watermelon Bowl* Soft Drinks Waterpark ice cream factory Soft Serve Ice Cream Soft Serve Yogurt* Specialty Dry Toppings Specialty Refrigerated Toppings Fresh Fruit Toppings* Bottled Water toucan Beach Grille Hamburgers and Cheeseburgers French Fries Soft Drinks surfside suds Wine Coolers Beer Bottled Soft Drinks Bottled Water swampwater Jacks Southern Fried Chicken BBq Ribs BBq Pork Sandwich Sloppy Joe Sandwich Fried Corn on the Cob Macaroni and Cheese Fresh Potato Wedges Country Baked Beans Green Beans Garden Salad* Watermelon Bowl* Assorted Desserts Soft Drinks Jacks employee cafe Hamburgers and Cheeseburgers Hot Dogs and Chili Dogs Daily Meal Specials French Fries Soft Serve Ice Cream Garden Salad* Watermelon Bowl* Assorted Desserts Soft Drinks Village Pizza Pizza Breadsticks Garden Salad* Potato Chips Soft Drinks Kingdom subs Cold Sub Sandwiches* Potato Chips Soft Drinks Belgian treats Belgian Waffles Fresh Baked Mini Cookies Soft Serve Ice Cream Soft Drinks Hofbrau Jumbo Pretzel Popcorn Beer Soft Drinks splash station Fresh Baked Cookies Potato Chips Blended Fruit Smoothies* Bottled Soft Drinks Bottled Water stationary carts Lemon Chill*/Bottled Soft Drinks Ice Cream Novelties/ Bottled Beverages Dippin Dots - Front Gate Dippin Dots - Kiddieland Dippin Dots - Waterpark Dippin Dots - Belgian village ice cream Parlor Hand Dipped Ice Cream Shakes Malts Sundaes Soft Drinks Blue Moose cafe Hot Dogs Chili Dogs Chicago Style Dogs New York Style Dogs Jumbo Pretzels Chips Soft Drinks dippin dots Kiosk - Waterpark Dippin Dots Soft Drinks

*Lighter Fare

83

84

exhiBit g: new water park attractions

SPEED SLIDE COMPLEx

description drop Maximum length SuperLOOP, FreeFALL, KrakenRACER 75 Feet 380 Feet

INNER TUBE COMPLEx

description drop Maxiumum lenght Topsy Turvy (2), CannonBOWL, River Tantrum Twist 42 Feet 599 Feet

85

86

exhiBit g: new water park attractions

RAFT COMPLEx
description drop Maximum length WorldALLEY, BowlingALLEY Bubba 52 Feet 631 Feet

87

88

exhiBit h: rides and attractions

GeneRic naMes
Included in the states RFP Tin Lizzies Bigfoot Trucks Pounce & Bounce Speedway Filmworks Hollywood Flight School Around the World Road Rage Cage International Carousel Penguin's Blizzard River Flying Dutchman Free-Falling Fire Engine Star Parade Big Band Carousel Breakdance Himalaya Bluebeard's Bounty Thunder Run Mile High Falls Steel Coaster zeppelin Motion Picture Simulator Giant Wheel Family Theater Deluge Breakdance Himalaya Swinging Ship Wooden Roller Coaster Shoot the Chute Skater zeppelin Thrill Park Theater Ferris Wheel Family Theater Hydromagnetic Rocket Jumpin Star Mini Race Cars Kiddie Swings Red Baron Samba Balloons Bumper Cars Carousel White Water Raft Ride Flying Dutchman Crazy Bus Antique Cars $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 87,158 42,611 20,020 19,370 22,273 16,098 17,915 262,859 143,917 434,845 37,691 32,448 15,935 21,165 55,782 79,645 102,502 131,756 650,908 185,324 56,246 298,094 484,479 7,434 52,323 Flying Scooters Sep 2013 Jan 2014 Mar 2014 May 2014 Family Wooden Coaster vertical Swing (135') Sep 2013 Jan 2014 Mar 2014 Sep 2014 $ $ $ $ $ $ $ $ $ $ $ 2,500,000 155,000 232,500 310,000 77,500 775,000 40,000 40,000 100,000 20,000 200,000 $ $ $ 50,000 50,000 $ 250,000 $ $ $ 150,000 150,000 $ 925,000 all inclusiVe $ 2,500,000

cost to RefuRBisH new Mechanical Rides

Marquee Steel Rollercoaster

PayMent scHedule
Dec 2012 Nov 2013 Mar 2014 Nov 2014 Feb 2015 May 2015 Jul 2015

PuRcHase PRice
$ $ $ $ $ $ $ $ 200,000 1,800,000 1,000,000 5,200,000 500,000 1,000,000 1,083,000 10,783,000

installation cost

total cost

Mechanical Rides

$ $

2,100,000 2,100,000

$ $

4,200,000 $ 14,983,000

new Water Rides

Adventure River (1500') Speed Slide Complex (75' tower) - 2 super loops; 2 plummets - 8 lane racer $ $ $ $ 1,078,000 1,146,000 2,224,000 1,588,000 $ $ 300,000 300,000 $ 2,524,000 $ 3,500,000 all inclusiVe $ 3,500,000

additional Mechanical Rides

Not Included in the states RFP Twisted Twins T2 Enterprise Rio Grande Kiddie Train Two Wooden Roller Coasters Suspended Looping Coaster $ $ $ $ 3,500,000 2,628,361 95,157 16,700

- Landing pool/mechanicals

Inner Tube Complex (42' Mach 3) - 599' Topsy Turvy - 3 funnels; - 575' Topsy Turvy - 2 funnels; - 472' open top Tantrum Tiger

Water Rides
Mega Wedgie Tornado

Included in the states RFP Bullet Bowl Tornado Kiddie Pool Lazy River Multi-Slide Tower Tree House Wave Pool $ $ $ $ $ $ $ 24,271 50,469 337,383 141,035 82,821 119,274 351,449

- Landing pool/mechanicals

$ $

1,588,000 1,800,000

$ $

400,000 400,000 $ 1,988,000

Raft Complex (52') - 631' World Alley; - 522' Bowling Alley Bubba - Conveyor - Landing pool/mechanicals

Buccaneer Beach Castaway Creek Mt Slide Hai Hook's Lagoon Big Surf Wave Pool

$ $ $ 1,800,000 $ $

200,000 300,000 500,000 $ $ 2,300,000 28,970,000

total eXistinG Rides

10,625,718

total neW Rides

GRand total 89

39,595,718 90

exhiBit h: rides and attractions examples

Mile High Falls Man Hours: Labor Cost: Operating Cost: Total Cost: Date

2370 $82,499.70 $14,400.00 $650,908.70 Component Previous Quote for Boats (2) Quote for boats Costasur for Lift Componants Carriage Bolts for Red Oak 700 3/8 X 4 1/2 Galv. Nuts, and Washers Bolts for Station/Runout (Nuts, Washers) Replacement Studs (SS) (Chemical Anchors) Replace Red Oak Station Drive Bearings Station Drive Tires and Wheels (14) Station Drive Fasteners Replace All Broken Grease Line Extentions Station Drive Chain, and Sprockets (Costasur) Rebuild Existing Station Drive Motors (3) - Reducers Replace Station Drive Motors (3) Main pumps replace Main Pumps Rebuild Lift Motor Rebuild, and Reducer Station Drives, and Drive Shafts (3) (Sky Trans) Rewire Control System, Replace Proxes, New Conduit, and Wire Etc... Rebuild Show Water Pump Replace Compressor Rebuild Lap Bar Release Mechanism Quote on N.D.T of Structure Estimate to Repair Ponds, Plumbing, Etc... Blast clean, seal, make 2 repairs, paint pond Repair Position 7 Site Cleanup and Waste Disposal Check and Replace Grout under Columns Top Lift Road Steel Modification Lubricants Add 2 Water Cannons at Runout repair chemical control Paint Ride Structure Filter Sand Pool Chemicals - Tabs and Acid Un-Warrantied Repairs Repair Show Water Piping Chemicals/Fertilizer Soil/Mulch Plants Cleaner Labor Replace post & bollard fencing at front of water basin Demo existing MHF signage on rock sculpture & remove pump/water Replace netting on fence & top band Replace grip rail on stair Replace wood guard for splash zone Replace rotten timbers in bridge structure Repaint Aluminum Entrance / Exit Handrail Refasten decking - Bridge Sandblast water shelter on bridge & repaint Reset tempered glass and add new stops/gaskets on shelter Recoat decking Repaint / Restain Building Replace ride station doors Replace Light Fixtures New A/C unit Replace the over head door Rework Locker Roof Replace the fence along the que line Remove existing roof and rotted sheathing & replace w/standing seam metal roof Restain Filtration Bldg Repair Bldg Siding & Trim Quote $166,000.00 $55,000.00 $2,650.00 $2,500.00 $12,000.00 $10,000.00 $3,300.00 $750.00 $500.00 $6,000.00 $18,000.00 $20,000 $5,407.00 $2,500.00 $5,000.00 $1,366.00 $1,200.00 $1,400.00 $2,800.00 $60,000.00 $600.00 $5,000.00 $500.00 $500.00 $1,500.00 $6,000.00 $10,000.00 $60,000.00 $1,000.00 $8,500.00 $5,000.00 $3,600.00 $1,000.00 $2,500.00 $3,500.00 $500.00 $4,200.00 $5,000.00 $4,900.00 $300.00 $1,594.00 $2,500.00 $500.00 $250.00 $750.00 $2,500.00 $900.00 $3,750.00 $1,500.00 $800.00 $1,500.00 $500.00 $872.00 $2,500.00 $58,320.00 $1,200.00 $1,500.00 80 Operating Costs Labor Hours Notes shipping, increase added - Lowered from $260K to $166K based on Jim Glover quote $166,000.00 400 To assemble and install sprockets, chain, etc 80 360

Wave Pool Man Hours: Labor Cost: Operating Cost: Total Cost: Date 484 $16,848.04 $78,600.00 $351,449.04 Vendor Lebanon Power Lebanon Power ADG ADG Component Rebuild 1 - 15hp Pump and Motor Rebuild 4 - 40 hp Pumps and Motors Filter commissioning General conditions Trench grate 185' Rope and Netting 3/24/2011 TPG
380 Hours to rebuild all of station drives 4725.00 cost to repair as opposed to replace if possible 24 replacement cost for above 8 $10,000 if rebuildable as opposed to replacing 16 can't get a better price till work is done 120 6 8 5 hp 2 stage pump & flywheel- we have tank and motor 16 SS cylinder and parts 24 8:00 am appointment on December 28th with Dan Hayes price and man hours depends on type of repairs done TPG $56,390 16 hours are programing 120 40 24 $900.00 price for ss tubing, tanks, solenoids, wiring, proxes, etc. Using an existing used screw 120 compressor contractor pricing ( was 176000 ) 40

Vendor M&V Jim Glover Costasur McMaster McMaster Anderson Mill Costasur Local McMaster McMaster Costasur Lebanon Power Lebanon Power Lebanon Power Lebanon Power Lebanon Power local mach shop InHouse Lebanon Power Grainger

Quote $4,827 $34,825 $3,640 $32,000 $3,000 $10,000 $68,384

Operating Costs

Labor Hours 8 32 for waterpark in general $7215 ADG see quote

Notes

Repair concrete Blast, seal, paint bottom of wave pool, replace up to 100 sq ft tile. blast, seal, paint wading pool. blast seal paint river. blast seal and paint hooks Lagoon Paint tiles on wave pool pipe and valve repairs cylinders and solenoids 16

3/24/2011 TPG

$74,475 $30,000 $10,000 $15,000 $1,000 $14,500 $100 $100 $500 $500 $9,000 $6,000 $8,500 $54,600 $15,000 $2,500 $5,000 $1,500 $900 $1,750 $800 $2,800 $500 $1,500 240 $8,250 24 no electrical needed 8 24 estimate depending on style of wall 16 14 weeks, 28 deliveries 1500 gal @ 1.30 per for wave pool, slides, river .25 / lbs .30 / lb 3.50 / lbs contingincy 40 $22464 ADG 12 X 20 60 12 X 20 X 8" ( 8 yds +2) 240 sq ft($60 SQ FT) 3 walls, roof, vents, doors 16 fuel 16 fuel

in house

Relocate Chlorine storage concrete building to match location Demolition of old shed and building area cleanup dumpsters plumbing 2 double wall tanks

12/21/2010 Hayes Testing Lab 1/11/2011 TPG 1/11/2011

in house

walls around co2 to hide tank chemical monitoring and control Chlorine, (bleach) Co2 muratic 20 degree calcium, sodium Chlorine (granular)

1/12/2011

2/16/2011 Landscape 2/16/2011 Landscape 2/16/2011 Landscape

$7,500.00

Chemicals/Fertililzer Soil/Mulch Sod Plants Cleaner Planters Labor

2/16/2011 2/16/2011 2/16/2011 2/16/2011 2/16/2011

Landscape Landscape Landscape Landscape Landscape

2/16/2011 Landscape 2/16/2011 Landscape 2/16/2011 Landscape 2/16/2011 Landscape

300 40 300 ft net and ropes, replace approx 12 poasts Weber 2/24/11 40 Bridge 350 ft 4 Weber 2/24/11 24 8 Replace 16 Stainless fasteners Weber 2/24/11 Weber 2/24/11 16 Weber 2/24/11 16 8 repair 8 repair Weber 2/24/11 Weber 2/24/11 108 X 27, 2916 sq ft X $20 Contractor Weber 2/24/11 8 Double doors

91

92

exhiBit i: Buildings

exhiBit i: Buildings examples

Kentucky Kingdom North Buildings

In-house Item Clean Vinyl Siding Misc. exterior wood trim repair Repaint exterior trim Demolition Qty UM 240 sqft 1 c/d 3 c/d 240 sqft 3 1450 12500 sqft 5 c/d 1 allow 3 c/d 4 6125 3000 1000 7125 3000 sqft 1 allow 15 c/d 1147 sqft Misc. wood exterior/interior trim repair Repaint exterior 5 c/d 1147 sqft 1600 sqft Misc. exterior/interior trim repair Repaint exterior 6 c/d 1600 sqft 5600 sqft Repair exterior siding and trim Repair roof shingles at cupola Repaint exterior Misc. interior repairs Repaint 25% of interior 20 c/d 5 c/d 5600 sqft 5 c/d 1400 sqft 517 sqft Misc. exterior repairs trims Repaint exterior/interior Tile repair at interior Repair FRP Board New 2x4 lay in tile ceiling 4 new 2x4 lay in lights New counters 5 c/d 1034 sqft 3 c/d 2 c/d 517 sqft 4 each 12 lf 415 sqft Misc. exterior wood/trim repair Repaint exterior/interior New counters Flat roof repair Fluorescent Lights 4 c/d 415 sqft 40 lf square 4 s 4 each 1000 Misc. exterior wood trim repair Repaint exterior Misc. interior trim repair Repaint interior 10 c/d 1000 sqft 1 c/d 1000 sqft 4500 Misc. ext wood/trim repairs Replace flat roof at porch Repaint exterior Misc. interior repairs New double doors/repair threshold 12 new 2x4 lays in lights 5 c/d square 16 s 4500 sqft 3 c/d 1 allow 12 each 6600 sqft Misc. exterior wood/trim repairs Repaint exterior 10 c/d 6600 sqft 900 sqft Misc. exterior wood trim/new 30/68 wood door Repaint exterior New vinyl tile floow New counters Misc. interior repairs 10 c/d 900 sqft 900 sqft 35 lf 5 c/d 3 4 100 750 5040 3 5000 200 3 3 500 6500 18000 400 3 6000 3024 1008 11088 5040 3 50 200 200 3 200 100 3 1000 500 3024 2016 3 55200 3102 30240 5040 3 8400 5040 3 3 25 5000 24000 24000 4588 4588 6400 6400 44800 2000 15120 15120 5040 5040 6048 6048 20160 5040 3024 8064 5040 Unit Material Labor Cost Cost 250 1200 1008 3024 276 4032 Work Cost Notes $1,258 $4,224 $720 $6,202 $47,000 Kim $11,165 $3,000 $4,024 $65,189 $75,000 $5,000 $39,120 $119,120 $9,628 $3,441 $13,069 $12,448 $4,800 $17,248 $64,960 $7,040 $16,800 $13,440 $4,200 $106,440 $8,142 $3,102 $4,024 $2,516 $1,551 $800 $1,200 $21,335 $6,522 $1,245 $2,000 $800 $800 $11,367 $16,080 $3,000 $1,508 $3,000 $23,588 $23,040 $6,400 $13,500 $9,024 $5,000 $2,400 $59,364 $36,480 $19,800 $56,280 $16,488 $2,700 $3,600 $3,500 $5,790 $500 $6,000 $900 $7,900 $1,000 $1,000 $3,500 $100 $2,600 $1,000 $240 $1,840 $2,500 $1,000 $517 $240 $2,757 $1,600 $10,000 $1,000 $1,200 $48,800 $10,000 $46,600 $1,000 Material

Building
Landings Belgian village Office Building / first Aid Belgian village Games Building Belgian village Pizza Belgian village Food Building Belgian village Clocktower Family theater structure seating/ticket house Amphitheater Stadium Stage Existing Food Court Water Park Group Sales Buildings Wave Pool Building/ Generation Island Shops Building Grill Island Shops Retail Shop- 2 floors Island Shops Building Storage/"Showers" Island Shops Ticket Booth #2 Island Shops Beachcombers Souvenir Shop Island Shops Ticket Booth #1 First Aid Building Food Court/Restroom Building/Group Sales Area Games Building in front of HB Games Building in front of HB Surfside Suds #1 Beach Bum Surf Co. Toucan Beachside Grill Bath Houses & Dressing Rooms Restrooms Surfside Bath House- Mens Swampwater Jacks Hooks Snack Shop Admin Building (A/C) fairgrounds using Incredible Edibles (A/C) Entry Portal Ticket Booths (3) (A/C) Group Sales Ticket Buildings (A/C) (2 each) Multi Purpose Meeting Building/Season Pass Papa Johns Hamburger Stand/Funnel Cakes BBq Stand Restroom Building

cost to Refurbish
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 87,848 15,384 19,540 13,608 8,420 12,328 54,008 52,000 92,360 54,200 29,282 15,479 12,712 10,522 538 6,790 795 13,478 12,916 1,176 1,176 3,078 1,561 14,599 28,862 17,013 15,319 71,748 12,945 23,100 21,160 21,360 5,232 4,760 44,000 31,282 28,860 15,952 12,440

Building
Restroom Building Arcade Building Food Building/Ice Cream Sugar Plums Gift Shop Food Building Cactus Jacks Retail Building at Entry (A/C) sprinkled (flags) Restroom at Retail Building (A/C) sprinkled Old Time Photo Emporium (A/C) Operations Building- 10,205 sq.ft./ Operations/Thrill Park Thrill Park Retail Store Games Building (octagon by Papa) Games Building (square by Papa Johns) Games Building (four roll up doors) Ring Toss Flying Ace (A/C) Games Building Games Building (long 3 garage doors) Guess Your Weight Bldg/ High striker. Food Building (A/C) Goody Two Shoes Pretzels/ now Italian Sausage Scale building at Bridge Tattoo Building at Bridge Boardwalk Deck & Structure Hot Dogs Building at Bridge Info Booth Rope & Netting- Wave Pool Option to recoat all concrete decks in Water Park Aruba Tuba- Tube Rental Storage Lockers #1 Storage Lockers #2 Belgian village Gift shop Conquistador Canyon (Slide Tower) Shark Free Beach Building 6F Building Deck at Papa Johns Building Deck at Burger Stand Electrical Plumbing Allowance

cost to Refurbish
$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 14,132 49,540 40,308 18,732 20,003 36,884 21,792 13,752 55,567 53,442 5,060 5,046 9,197 13,729 7,741 14,552 276 20,941 13,960 1,342 1,392 22,760 3,760 4,112 6,104 60,233 6,960 678 678 11,300 23,526 4,192 2,902 1,052 1,052 60,000 60,000 20,000

ID No. Building #80 Guess Your Weight Bldg/ High striker.

In-house labor hours

In-house labor @ Weber $23 estimates

Adjustments Total in house Notes

Total #31A

12

$276

$276 plus waste removal cost

Family theater structure seating/ticket house Repaint steel structure Repair misc. trim on A/V building and stage front Repair roof at stage area Repair rotted seat, rusted fence bases, remove signs

Contractor cost 48 48 96 400 $1,104 $3,000 $1,104 $2,208 $9,200 $5,000 $3,000 $54,008 INTERIOR ?????

Total # 31B Amphitheater Stadium Stage

Rebuild stage Repair Stucco Misc. repairs to interior Total #78 Games Building

4X8X3/4 treated, double thick 4 rooms, stage front, stage back wall (50- sheets 1/2) PAINTING NOT INCLUDED $5,000 $52,000

$14,000 $24,000 $2,000 $2,000 $3,500 $3,500 $10,000

600 1000 100 100 180 180 500

$13,800 $23,000 $2,300 $2,300 $4,140 $4,140 $11,500

Total # 64

Restroom Building (A/C) by Himalaya

$3,441 $3,441

$7,741

Total # 66

Arcade Building New Bumper Car/ Contractors Office

$4,800 $4,800 $12,440 50 sheets t1-11, trim, steel door (back) $7,040 $16,800 included in Bumper Car estimate

Total #77

Flying Ace (A/C)

500 120 150 16 4 290 140

$11,500 $2,760

$4,200 $35,00 allowance for bumper. Can work in ride scope of work $28,040 $49,540 need layout $3,102

$3,450 included above $368 $92 $6,670 $3,220 $1,245 $2,000 Track $1,200 $4,302 $13,729

Total #76

Games Building (four roll up doors) Ring Toss

4602 2490

10080 4032

Total #71

Old Time Photo Emporium (A/C)

2490 6000

4032 10080

4 144 200 24 224 200

$800 $92 $3,312 $4,600 $3,000 $552 $5,152 $4,600 $6,400 $13,500 $9,024 I did not estimate, not knowing the scope of work Need all 4 replaced $28,924 $44,000 $3,000 $6,000 $13,752 $4,045 $9,197

Total # 60

Multi Purpose Mtg. Building Season Pass

Total #87

Admin Building (A/C) fairgrounds using

24000 26400 26400 5400

8064 10080 10080 11088

96 16 312 100 100 240

$2,208 $368 $7,176 $2,300 $2,300 $5,520

Total #85

Incredible Edibles (A/C)

$19,800 $19,800 $23,100

$2,700 $3,600 80 $1,840 $3,500

premium because of bldg. height

total BuildinGs

1,594,528

93

94

exhiBit j: equipment

equipment summary
Technical Services tools & supplies vehicles Grounds equipment Water Park & First Aid equipment General equipment Point-of-Sales system Computers Phone System Office furniture Office equipment Park radios Data/Phone cable & writing Food equipment Signs

cost
$ $ $ $ $ $ $ $ $ $ $ $ $ $ 96,127 488,273 73,000 89,950 30,000 600,000 90,000 150,000 60,000 30,000 30,000 200,000 1,100,000 300,000

total equiPMent

$ 3,337,350

ExHIBIT K

95

ExHIBIT K: RIDES AND BUILDINGS KEy

R1 R2 R3 R4 R5 R7 R8 R9 R 10 R 11 R 12 R 13 R 14 R 15 R 16 R 17 R 18 R 19 101 102 103 104 105 106 107 108 109 110 111 Blizzard River/ Mr. Freeze Thunder Run T2 Twisted Twins/Dueling Coaster Mile High Falls/Spill Ride Wave Pool Chemical/ Wave Pool Pump House Roller Skater/Jr. Coaster Tree house Mechanical Deluge Mechanical not marked Flying Dutchman Zeppelin Free-Falling Fire Engine (Crazy Bus) Giant Wheel Marquee Steel Rollercoaster Family Wooden Coaster Vertical Swing Flying Scooters Mega Wedgie (Bullet Bowl) Tornado Buccaneer Beach (Kiddie Pool) Castaway Creek (Lazy River) Mt Slide Hai (Multi-Slide Tower) Hook's Lagoon (Tree House) Big Surf Wave Pool Adventure River Speed Slide Complex Inner Tube Complex Raft Complex #22 #23 #24 #25 #26 #27 #28 #29 #30 #31 A #31 B #32 #34 #36 #37 #39 #40 #40 A #40 B #40 C #40 D #40 E #40 F #40 G #41 #42 #42 A #42 B #42 C #42 D #1 #2 #3 #4 #5 #6 #7 #8 #9 #10 #11 #12 #13 #14 #15 #16 #17 #18 #19 #20 #21 Tin Lizzie/ Antique Car The Convoy/Muscle Trucks Rio Grand Railroad Pounce and Bounce/ Jumpin Star The Sun and Moon Speedway The Swings/Looney Tunes Swings Breakdance/The Whirling Dervish Red Barron/The Royal Airforce Music Notes Samba/ Balloon Ride Himalaya Bounty/Pirate Ship Enterprise Bumper Cars/ Original Bldg. NW Territory Games Bldg. 1 NW Territory Games Bldg. 2 Nw Territory Games Bldg 3 Puppet Show/Stage NW Territory Puppet Show Ticket Booth/ Storage Mile High Falls Restroom #42 E #43 #44 #45 #46 #47 #48 #49 #50 A #50 B #50 C #50 D #51 #52 #53 #54 #55 #56 #57 #58 #59 Marcantile High Falls/ Retail Bld NW Mile High Pump Bld/Expeditions Blue Moose Caf/ NW The Landing Belgian Village/Games Bld/First Aid Belgian Village/Games Belgian Village/Food Bld/Restrooms Belgian Village Ice Cream Clock Building/Kingdom Subs Family Theater structure seating/ticket house Family Theater Stage/amp northside Amphitheater/ Batman Arena Carousel Building/ International Carousel Mechanical Bldg for Mega Wedgie Food Court - Outside Eating Area Attitudes Group Sales Area Commisary Building at Group Sales Picnic Shelter Picnic Shelter Picnic Shelter Warehouse/Group Sales Picnic Shelter Picnic Shelter Wave Generation Building Entry to Water Park Island Shops Grill Island Shop Retail ( 2 floors) Island Shops Building Storage/showers Island Shops Ticket Booths #2 Island Shops Beachcombers Souvenir Shop First Aid at Wave Pool Restrooms outside Wave Pool/Group Sales Games Building #1 at Water Park Games Building #2 at Water Park Retail Building #1 at WP/Surfside Subs Retail Building #2 at WP/Beach Bum Surf Club Retail Building #3 at WP/Toucan Beachside Grill Changing Rooms at Wave Pool Entry/Mens Changing Rooms at Wave Pool Entry/Womens Restrooms - Womens Restrooms - Mens Restrooms at Wave Pool Entry Bath Houses at Wave Pool/ Mens & Womens Swamp Water Jacks House/Dakota Welding Shop/ Dakota Collins Building/Tech Service Surfside Snacks Carpentry Building Guest Services/ Admin Bldg /Fairground using #59 A #59 B #59 C #59 D #60 #61 #62 #63 #64 #66 #67 #68 #69 #70 #70 A # 70 B #71 #72A-D #72 E #72 F #73 #73 A #73 B #73 C #73 D #74 #75 #76 #77 #78 #79 #80 #81 #82 #84 #85 #86 #87 #88 #89 #90 #91 #92 #93 # 94 #95 #96 #97 #98 #99 #100 Incredible Edibles Entry Portal Ticket Booths (3) Group Sales Ticket Buildings (2) Season Pass Bldg/Multi Purpose Casa Mia/ Papa Johns Restaurant/Hamburger Stand Restaurant/BBQ Restroom A/C by Himalaya Arcade/Games/new Bumper Food Building/ Ice Cream Gift Shop/ Candy/ Sugar Plums Food Building/ Retail Building at Entry Restrooms at Retail bldg Front Gate Photo Old Time Photo Building/Bldg 2 Halloween Area/Storage Warehouse/ Fairgrounds using Halloween Area/Storage Operations Buildings Thrill Park Theater Retail at Thrill Park/ Operations Food Warehouse/Cash Control Operations Personel Offices Games Building/Fried Frogs Games Building Games Building Flying Ace/ Food Games Building Games Building Games/ High Striker Food Bldg/Goody Two Shoes Food Bldg/Pretzel/Mini Donuts Tattoo Building/Kiosk #2 Scale Building/Kiosk #1 Boardwalk Decking Hot Dog Building/Bridge Information Booth Rope and Netting Wave Pool Concrete Coating for Decks WP Aruba Tube/Tube Rental Storage Lockers # 1 Storage Lockers #2 Belgian Village Retail/Security Slide Tower Shark Free Beach/Locker Rental 6 F Building/Stage/Lifeguard License/Air Brush Shaved Ice / Deluge Tattoo/ T 2

exhiBit k: south view

K-1
ExISTING

exhiBit k: north view

K-2
ExISTING

K-3
NEW

K-4
NEW

99

100

Kentucky Kingdom Redevelopment company 1401 Bardstown Road, Suite 201 Louisville, KY 40204 | 502-473-0545