Exhibit 10.4


 


Amendment No. 3


to


Subordinated Indemnity Agreement


 


This Amendment No. 3 to Subordinated Indemnity
Agreement (“Amendment”) is entered into as of April 13, 2004 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, and Amendment No. 2 to the Subordinated Indemnity Agreement, dated
as of June 12, 2002 (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 1.1.68
of the Original Agreement is hereby amended by adding the following provisos at
the end thereof:


 


“; provided, however, that for purposes of the definition
of “Triggering Default” and notwithstanding any provision to the contrary, a
Triggering Default shall be deemed to continue in perpetuity from the date of
its first occurrence unless such Triggering Default is cured within 90 days of
its first occurrence, in which case it shall be deemed to have continued until
so cured; provided, further, that nothing in the foregoing
proviso shall impair or otherwise modify any of the rights or remedies of the
TW Parties and/or any of their respective affiliates pursuant to any agreement
or arrangement or otherwise (including, without limitation, pursuant to this
Agreement, the Beneficial Share Assignment or the Organizational Documents of
GP Holdings)”


 


3.             Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.68A
as follows:


 


“1.1.68A “Triggering Default Event” shall mean
a Triggering Default.”


 


4.             Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.10
as follows:


 


“6.1.10
Financial Reports.


 


(a)           SFEC and SFOG shall
promptly deliver or cause to be delivered to the TW Parties (i) any
information or materials required to be delivered to Flags Georgia, L.L.C. in
accordance with Sections 12.8(a)(i)(A), 12.8(a)(i)(B), 


 

















 


12.8(a)(i)(C),
12.8(a)(i)(D) and 12.8(a)(ii) of the Georgia Overall Agreement and (ii) any
information or materials delivered to Flags Georgia, L.L.C. in accordance with Section 12.8(c) of
the Georgia Overall Agreement.


 


(b)           SFEC and SFOT shall
promptly deliver or cause to be delivered to the TW Parties (i) any
information or materials delivered or required to be delivered to Texas Fund II
in accordance with Sections 11.8(a)(i)(A), 11.8(a)(i)(B), 11.8(a)(i)(C),
11.8(a)(i)(D) and 11.8(a)(ii) of the Texas Overall Agreement and (ii) any
information or materials delivered to Texas Fund II in accordance with Section 11.8(c) of
the Texas Overall Agreement.”


 


5.             Section 10.2
of the Original Agreement is hereby amended in its entirety to read as follows:


 


“The
parties hereto shall deliver to Holdco and the TW Parties all material notices
received or delivered by any party pursuant to the Georgia Agreements and/or
the Texas Agreements no later than three Business Days after such notices are
received or delivered by such party.”


 


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


 


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


 


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


 


9.             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.


 


[Remainder of Page Intentionally Left Blank]


 


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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 F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GP Holdings Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Time Warner Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Marcus

  
	
   

  	
  Name:

  	
  Robert Marcus

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Time Warner Entertainment
  Company, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Marcus

  
	
   

  	
  Name:

  	
  Robert Marcus

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  TW-SPV Co.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Spencer B. Hays

  
	
   

  	
  Name:

  	
  Spencer B. Hays

  
	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Six Flags Theme Parks Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SFOG II, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SFT Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Dannhauser

  
	
   

  	
  Name:

  	
  James F. Dannhauser

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


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