Exhibit 10(bb)


 


AMENDMENT NO. 1


SUBORDINATED INDEMNITY AGREEMENT


 


This Amendment (“Amendment”), dated as of November 5, 1999, to the
Subordinated Indemnity Agreement, dated as of April 1, 1998 (the “Original
Agreement”), among Six Flags Entertainment Corporation, Six Flags Theme Parks
Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Time Warner
Entertainment Company, L.P., TW-SPV Co., Premier Parks Inc., and GP Holdings
Inc.  Capitalized terms used and not defined
herein shall have the meanings ascribed to them in the Original Agreement.


 


The parties intending to be legally bound agree as follows:


 


1.             The
second sentence of Section 6.1.2 of the Original Agreement is amended in its
entirety to read as follows:


 


“SFEC and its Subsidiaries shall not incur or suffer to exist any
Indebtedness if such Indebtedness is guaranteed by any Person (other than SFEC
and its Subsidiaries) or secured by a Lien upon or in assets owned by such
Person other than Indebtedness of SFEC, the proceeds of which are used solely
to effect the Covenant Defeasance or otherwise repay or repurchase the Zero
Coupon Notes provided that Holdco may guarantee and secure with a Lien
on its assets $1.2 billion of Indebtedness of SFEC and its Subsidiaries under
the Credit Agreement dated the date hereof among Holdco, SFTP and the other
parties named therein and any refinancing of such Indebtedness.”


 


2.             Section
6.1.6 of the Original Agreement is amended to add the following sentence as the
last sentence thereof “Notwithstanding the foregoing, the term SFEC Subsidiary
shall not include any subsidiary of SFEC that is organized under the laws of
any jurisdiction other than the United States or any state thereof (a “Foreign
Subsidiary”) to the extent that Holdco reasonably determines that such Foreign
Subsidiary becoming a party to this Agreement as an SFEC Subsidiary is likely
to have materially adverse tax consequences to Holdco or SFEC, provided,
that Holdco Parties agree not to transfer any assets of SFEC or any SFEC
Subsidiaries to any such Foreign Subsidiary other than (i) in connection with
cash contributions to capital or loans to such Foreign Subsidiary or (ii)
transfers of inventory or equipment, in each case in the ordinary course of
business and that do not materially impair the security afforded the TW Parties
under this Agreement; provided further that Holdco shall take commercially
reasonable steps to provide a limited guarantee or substitute arrangement to
provide the security otherwise intended to be provided by this Section 6.1.6 so
longs as such limited guarantee or substitute arrangement in Holdco’s
reasonable judgment not likely to have a material adverse tax consequences to
Holdco.


 


3.             Holdco
represents and warrants that it is a holding company and conducts all of its
business operations through its Subsidiaries.


 


4.             Except
as set forth in this Amendment, the Original Agreement shall remain in full
force and effect.


 

















 


5.             This
Amendment may be signed in any number of counterparts each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers on the day and year first above written.


 


	
   

  	
  PREMIER PARKS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  GP HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  TIME WARNER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert Marcus

  	
   

  
	
   

  	
   

  	
  Robert Marcus

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  TIME WARNER ENTERTAINMENT

  
	
   

  	
  COMPANY, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert Marcus

  	
   

  
	
   

  	
   

  	
  Robert Marcus

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  TW-SPV CO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Robert Marcus

  	
   

  
	
   

  	
   

  	
  Robert Marcus

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SIX FLAGS ENTERTAINMENT

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  



 

















 


	
   

  	
  SIX FLAGS THEME PARKS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  SFOG II, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  SFT HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  VP & General Counsel

  



 

















 


Assumption Agreement


 


WHEREAS, on the date hereof, Six Flags Entertainment Corporation
(“SFEC”) has merged (the “Merger”) with and into the undersigned, Premier Parks
Operations Inc. (“PPO”).


 


WHEREAS, SFEC is a party to a Subordinated Indemnity Agreement dated as
of April 1, 1998 as amended (the “Agreement”) among SFEC, Premier Parks Inc.
(“Premier”) and Time Warner Inc.


 


WHEREAS, pursuant to Section 6.1.7 of the Agreement, PPO is required to
assume the obligations of SFEC under the Agreement.


 


NOW, THEREFORE, PPO hereby agrees as follows:


 


1.             PPO
hereby assumes all obligations of SFEC under the Agreement and agrees that all
references in the Agreement to SFEC shall hereafter be deemed to be references
to PPO.


 


2.             By
this execution hereof, the following subsidiaries of PPO who are not party to
this Agreement, agree to become parties thereto and bound by all of the terms
and provisions thereof applicable to SFEC Subsidiaries.


 


IN WITNESS WHEREOF, PPO and its Subsidiaries named below have executed
this Assumption Agreement as of November 5, 1999.


 


 


	
   

  	
  PREMIER PARKS OPERATIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  AURORA CAMPGROUND, INC.

  
	
   

  	
  INDIANA PARKS, INC.

  
	
   

  	
  OHIO CAMPGROUNDS, INC.

  
	
   

  	
  PARK MANAGEMENT CORP.

  
	
   

  	
  PREMIER WATERWORLD CONCORD INC.

  
	
   

  	
  PREMIER WATERWORLD SACRAMENTO INC.

  
	
   

  	
  TIERCO MARYLAND, INC.

  
	
   

  	
  TIERCO WATER PARK, INC.

  
	
   

  	
  FUNTIME PARKS, INC.

  
	
   

  	
  FUNTIME, INC.

  
	
   

  	
  WYANDOT LAKE, INC.

  
	
   

  	
  DARIEN LAKE THEME PARK AND CAMPING RESORT, INC.

  
	
   

  	
  PREMIER PARKS OF COLORADO INC.

  



 

















 


	
   

  	
  ELITCH GARDENS L.P.

  
	
   

  	
  By: Premier Parks of Colorado Inc.,

  
	
   

  	
  Its General Partner

  
	
   

  	
  OHIO HOTEL LLC

  
	
   

  	
  GREAT ESCAPE THEME PARK LLC

  
	
   

  	
  GREAT ESCAPE LLC

  
	
   

  	
  GREAT ESCAPE HOLDING INC.

  
	
   

  	
  PREMIER INTERNATIONAL HOLDINGS INC.

  
	
   

  	
  PREMIER PARKS HOLDINGS INC.

  
	
   

  	
  FRONTIER CITY PROPERTIES, INC.

  
	
   

  	
  FRONTIER CITY PARTNERS LIMITED PARTNERSHIP

  
	
   

  	
  By: Frontier City Properties, Inc.,

  
	
   

  	
  Its General Partner

  
	
   

  	
  STUART AMUSEMENT COMPANY

  
	
   

  	
  RIVERSIDE PARK ENTERPRISES, INC.

  
	
   

  	
  KKI, LLC

  
	
   

  	
  RIVERSIDE PARK FOOD SERVICES, INC.

  
	
   

  	
  MWM HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President and General Counsel