Exhibit 10.5


 


Amendment No. 4

to

Subordinated Indemnity Agreement


 


This Amendment No. 4 to the Subordinated
Indemnity Agreement (this “Amendment”) is entered into as of December 8,
2006 by and 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, by and among the parties (or their predecessors in interest), as amended
by Amendment No. 1 to Subordinated Indemnity Agreement, dated as of November 5,
1999, Amendment No. 2 to the Subordinated Indemnity Agreement, dated as of
June 12, 2002 and Amendment No. 3 to the Subordinated Indemnity
Agreement, dated as of October 13, 2004 (as so amended, the “Original
Agreement”).


 


The parties agree as follows:


 


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


 


2.             Section 6.1 of the Original
Agreement is hereby amended by adding a new Section 6.1.11 as follows:


 


6.1.11      Annual
Compliance Certificates.  On July 1
(or the first Business Day thereafter) of each calendar year commencing on July 1,
2007, Holdco shall deliver to the TW Parties a certificate, signed by an
executive officer of Holdco, certifying as to the following matters:  (a) each Acquisition Company’s
compliance with the terms and provisions of such Acquisition Company’s
Certificate of Incorporation or Operating Agreement, as the case may be; (b) GP
Holdings’ compliance with the terms and provisions of (i) GP Holdings’
Certificate of Incorporation and (ii) this Agreement; and (c) the
Holdco Parties’ compliance with the terms and provisions of (i) this
Agreement, (ii) the Subordinated Indemnity Escrow Agreement, (iii) the
Georgia Partnership Agreement and (iv) the Texas Partnership Agreement.


 


3.             Section 6.1 of the Original
Agreement is hereby amended by adding a new Section 6.1.12 as follows:


 


6.1.12      Approval of Corporate Action.  From and after December 8, 2006, the
Holdco Parties shall cause to be adopted, and the Board of Directors of GP Holdings
shall adopt, resolutions approving each corporate action to be taken with
respect to either the Georgia Park or the Texas Park, as the case may be, which
is approved by the Board of Directors of any of the Holdco Parties including,
without limitation, the approval of the annual budget for the Georgia Park and
the Texas Park.


 


4.             Section 1.1.68 of the Original
Agreement is hereby amended by removing the word “or” before Clause (v) and
adding a new Clause (vi) as follows:


 

















 


or (vi) a default by any of the Holdco Parties
(or their successors in interest) in the observance or performance of any
covenant, agreements or obligations on its part to be performed or observed
under that certain Acquisition Company Liquidity Agreement, dated as of December 8,
2006, by and among the Holdco Parties (or their successors in interest), the TW
Parties and the Acquisition Companies.


 


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


 


6.             This Amendment shall be governed
and construed in accordance with the Original Agreement.


 


7.             This Amendment may be signed in any
number of counterparts each of which shall be an original and all of which
shall together constitute one and the same agreement. Any counterpart or other
signature hereupon delivered by facsimile shall be deemed for all purposes as
constituting good and valid execution and delivery of this Agreement by such
party.


 


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In Witness Whereof, the parties hereto have executed this Amendment as
of the day and year first above written.


 


 


	
   

  	
  Six Flags, Inc., as successor in interest to

  
	
   

  	
  Premier Parks Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GP Holdings Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Time Warner Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond G. Murphy

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Time Warner Entertainment
  Company, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond G. Murphy

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


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  TW-SPV Co.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond G. Murphy

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Six Flags Operations Inc., as successor in interest to Six Flags
  Entertainment Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Six Flags Theme Parks Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFOG II, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFT Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Coughlin

  
	
   

  	
  Name: James M. Coughlin

  
	
   

  	
  Title: General Counsel

  



 


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