Exhibit 10(cc)


 


Amendment No. 2


Subordinated Indemnity Agreement


 


This Amendment (“Amendment”) is entered into as of June 12, 2002 among
Six Flags Operations Inc. (as successor to 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., Six
Flags, Inc. (as successor to Premier Parks Inc.) and GP Holdings Inc. and
amends in certain respects the Subordinated Indemnity Agreement dated as of
April 1, 1998 among the parties (or their predecessors in interest), as amended
by Amendment No. 1 to Subordinated Indemnity Agreement dated as of November 5,
1999 (as so amended by such Amendment No. 1, the “Original Agreement”).


 


The parties intending to be legally bound agree as follows:


 


1.             Capitalized
terms used in this Agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Original Agreement.


 


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


 


“Except as provided in the following sentence, SFEC and its
Subsidiaries shall not incur or suffer to exist any Indebtedness if such
Indebtedness is: (a) guaranteed by any Person (other than SFEC and its
Subsidiaries) or (b) secured by a Lien upon or in assets owned by such
guaranteeing Person (other than SFEC and its Subsidiaries).  Notwithstanding the foregoing, however, SFEC
and its Subsidiaries may incur or suffer to exist Indebtedness that is
guaranteed by, and/or secured by a Lien on the assets of Holdco (x) the
proceeds of which are sued sole to effect the Covenant Defeasance or otherwise
repay or repurchase the Zero Coupon Notes and (y) in a principal amount
outstanding at any time not exceeding $1.35 billion, under an Amended and
Restated Credit Agreement, a draft of which has been provided to TWX, to be
entered into by Holdco, SFTP and the other parties named therein, as the same
may be amended, modified, supplemented or restated from time to time and under
any other agreements governing Indebtedness not exceeding $1.35 billion, the
proceeds of which are used to repay, replace or refinance such Indebtedness or
any other Indebtedness not exceeding $1.35 billion that has been replaced,
repaid or refinanced the same, as any such other agreements may be amended,
modified, supplemented or restated.”


 


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


 


4.             Six
Flags Operations Inc. hereby represents and warrants (i) that, prior to and
after giving effect to the Credit Agreement referred to above, its Net Worth is
in excess of the Minimum Net Worth and (ii) that it and each of its affiliates
that are parties to, or otherwise bound by the terms of, the Original Agreement
are in compliance with terms, provisions, conditions and covenants of the
Original Agreement and any other agreement delivered in connection therewith to
which any such party is bound.


 

















 


5.             Except
as expressly amended herein, the Original Agreement shall remain in full force
and effect.


 


6.             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.


 


	
   

  	
  Six Flags, Inc., as successor in interest to

  
	
   

  	
  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/ Spencer B. Hays

  	
   

  
	
   

  	
   

  	
  Spencer B. Hays

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Time Warner Entertainment

  
	
   

  	
  Company, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Spencer B. Hays

  	
   

  
	
   

  	
   

  	
  Spencer B. Hays

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  TW-SPV Co.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Spencer B. Hays

  	
   

  
	
   

  	
   

  	
  Spencer B. Hays

  
	
   

  	
   

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Six Flags Operations Inc., as successor in

  interest to 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, Six Flags Operations Inc., as successor by merger to Six Flags
Entertainment Corporation (“SFO”) is a party to a Subordinated Indemnity
Agreement dated as of April 1, 1998 as amended (the “Agreement”) among SFO, Six
Flags, Inc. (formerly Premier Parks Inc.), Time Warner Inc. and certain other
parties.


 


WHEREAS, pursuant to Section 6.1.6 of the Agreement, SFO is required to
cause the SFEC Subsidiaries (as defined in the Agreement) to become parties to
the Agreement.


 


NOW, THEREFORE, PPO hereby agrees as follows:


 


1.             By
its execution hereof, the following subsidiaries of SFO 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, SFO and its subsidiaries named below have executed
this Assumption Agreement as of June 12, 2002.


 


 


	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  ENCHANTED PARKS, INC.

  
	
   

  	
  SFTP INC.

  
	
   

  	
  SF PARTNERSHIP

  
	
   

  	
  By: Six Flags Theme Parks Inc. and SFTP Inc., its

  General Partners

  
	
   

  	
  SFTP SAN ANTONIO GP, INC.

  
	
   

  	
  SIX FLAGS SAN ANTONIO, L.P.

  
	
   

  	
  By: SFTP San Antonio GP, Inc., its General Partner

  
	
   

  	
  SFTP SAN ANTONIO, INC.

  
	
   

  	
  SAN ANTONIO PARK GP, LLC

  
	
   

  	
  SAN ANTONIO THEME PARK, L.P.

  
	
   

  	
  By: San Antonio Park GP, LLC, its General Partner

  
	
   

  	
  SFTP SAN ANTONIO II, INC.

  
	
   

  	
  FIESTA TEXAS, INC.

  
	
   

  	
  FLAGS BEVERAGES, INC.

  
	
   

  	
  FIESTA TEXAS HOSPITALITY LLC

  
	
   

  	
  SF SPLASHTOWN GP INC.

  
	
   

  	
  SF SPLASHTOWN INC.

  
	
   

  	
  SIX FLAGS SPLASHTOWN L.P.,

  
	
   

  	
  By: SF Splashtown GP Inc., its General Partner

  
	
   

  	
  ASTROWORLD LP LLC

  
	
   

  	
  ASTROWORLD GP LLC

  



 

















 


	
   

  	
  ASTROWORLD LP,

  
	
   

  	
  By: AstroWorld GP LLC, its General Partner

  
	
   

  	
  HURRICANE HARBOR GP LLC

  
	
   

  	
  HURRICANE HARBOR LP LLC

  
	
   

  	
  HURRICANE HARBOR LP

  
	
   

  	
  By: Hurricane Harbor GP, LLC, its General Partner

  
	
   

  	
  SIX FLAGS EVENTS HOLDING CORP.

  
	
   

  	
  SIX FLAGS EVENTS INC.

  
	
   

  	
  SIX FLAGS EVENTS, L.P.,

  
	
   

  	
  By: Six Flags Events Inc., its General Partner

  
	
   

  	
  SIX FLAGS SERVICES, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF ILLINOIS, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF MISSOURI, INC.

  
	
   

  	
  SIX FLAGS SERVICES OF TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James M. Coughlin

  	
   

  
	
   

  	
   

  	
  James M. Coughlin

  
	
   

  	
   

  	
  Vice President and General Counsel