Exhibit 10.7


 


Amendment No. 6

to

Subordinated Indemnity Agreement


 


This Amendment No. 6 to
the Subordinated Indemnity Agreement (this “Amendment”) is entered into
as of May 15, 2009 by and among Six Flags Operations Inc. (as successor to
Six Flags Entertainment Corporation) (“SFEC”), Six Flags Theme Parks
Inc., SFOG II, Inc., SFT Holdings, Inc., Historic TW Inc. (formerly
known as Time Warner Inc.) (“TWX”), Warner Bros. Entertainment Inc. (as
assignee of Time Warner Entertainment Company, L.P.), TW-SPV Co., Six Flags, Inc.
(as successor to Premier Parks Inc.), the other subsidiaries of SFEC listed on
the signature pages hereto (collectively, the “Subsequently Joined
Subsidiaries”) 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, Amendment No. 3 to the Subordinated Indemnity Agreement, dated as of
April 13, 2004, Amendment No. 4 to the Subordinated Indemnity
Agreement, dated as of December 8, 2006 and Amendment No. 5 to the
Subordinated Indemnity Agreement, dated as of April 2, 2007 (as so
amended, the “Original Agreement”). 
Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Original Agreement.


 


WHEREAS, on the date hereof,
TW-SF LLC, a Delaware limited liability company and wholly owned subsidiary of
TWX, is making a loan (the “Acquisition Company Loan”) to the
Acquisition Subsidiaries to enable the Acquisition Subsidiaries to satisfy
their obligations with respect to the Liquidity Put for the year 2009; and


 


WHEREAS, in connection with
the making of the Acquisition Company Loan, the parties hereto wish to amend
the terms of the Original Agreement as set forth herein.


 


NOW THEREFORE, the parties
agree as follows:


 


1.                                       Section 1.1.51
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


1.1.51                  “Required
Obligations” shall mean, collectively, (i) the Georgia Agreements
Obligations, (ii) the Texas Agreements Obligations, (iii) the Zero
Coupon Notes Obligations, (iv) the obligations to pay any amounts required
to be paid and to comply with any obligations required to be complied with by
SFTP and its affiliates (determined after giving effect to the Merger) under
the KO Agreements (as such term is defined in the Letter Agreement, dated as of
February 9, 1997, among TWE, Boston Ventures Limited Partnership IV, and
Premier Parks Inc. relating to the KO Agreements) and (v) each covenant,
agreement and obligation to be performed or observed by any of Six Flags, Inc.,
Six Flags Operations Inc., Six Flags Theme Parks Inc. or the Acquisition
Subsidiaries under the Acquisition Company Loan and the Guarantee; provided that the
Required Obligations shall not include (i) any obligations of the Georgia
Acquisition Subsidiaries or the Texas Acquisition Subsidiaries to purchase any 


 

















 


Units pursuant to the Accelerated Put
provisions under the Texas Agreements and the Georgia Agreements, except as
specifically provided in Section 4.2 hereunder; or (ii) the Excluded
Obligations.


 


2.                                       Section 1.1.68
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


1.1.68                  “Triggering
Default” shall mean (i) a “Default” as such term is defined in the
Georgia Agreements (other than a Default that results from the failure of the
TW Parties to perform their obligations with respect to an Accelerated Put as
described in Section 4.3 hereof), (ii) a “Default” as such term is
defined in the Texas Agreements (other than a Default that results from the
failure of the TW Parties to perform their obligations with respect to an
Accelerated Put as described in Section 4.3 hereof), (iii) an “Event
of Default” as such term is defined in the Zero Coupon Note Indenture, other
than as a result of TWE’s failure to comply with the provisions of Section 6.2.2
hereof, (iv) a default by any of the Holdco Parties of their covenants,
agreements or obligations hereunder (other than an immaterial default that can
be cured upon notice), (v) a failure by the Holdco Parties to pay any
amounts owed to the TW Parties hereunder or to otherwise reimburse the TW
Parties for any amounts paid by either of such parties under the Georgia
Guarantees or the Texas Guarantees, (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, (vii) an “Event of Default” as such
term is defined in the Acquisition Company Loan,  (viii) if Holdco, SFEC, SFTP or any
Subsidiary of SFEC that owns or operates a park (each, a “Specified Holdco
Party”) becomes subject to a chapter 7 bankruptcy case or any other
proceeding providing for its liquidation, dissolution or winding up, or (ix) the
appointment of a trustee, examiner, liquidator or the like with respect to any
Specified Holdco Party or all or any substantial part of a Specified Holdco
Party’s property; provided, however, that (A) for purposes
of the definition of “Triggering Default” and notwithstanding any provision to
the contrary, a Triggering Default (other than due to a Specified Default),
shall be deemed to continue in perpetuity from the date of its occurrence and
the Holdco Parties shall not have the right to cure such Triggering Default
unless such Triggering Default is cured within the shorter of (x) 90 days
of the occurrence of such Triggering Default or (y) 45 days from date on
which the TW Parties exercise their right to appoint directors to the board of
directors of GP Holdings in accordance with the Organizational Documents of GP
Holdings, in which case such Triggering Default shall be deemed to have
continued until so cured, and (B) in no event shall the Holdco Parties be
permitted to cure a Triggering Default due to a Specified Default without the
prior written consent of the TW Parties (which consent may be withheld in the
TW Parties’ sole discretion) and no such Triggering Default shall be deemed to
be cured without such prior written consent 


 


2

















 


of the TW Parties; provided, further,
that nothing in the foregoing provisos 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 Subordinated Indemnity
Escrow 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 1.1.78
as follows:


 


1.1.78                  “Acquisition
Company Loan” shall mean that certain Promissory Note, dated as of May 15,
2009, by and among the Acquisition Subsidiaries and TW-SF LLC.


 


4.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.79
as follows:


 


1.1.79                  “Exchange
Offers” means, the Exchange Offer and the Consent Solicitation relating to
the debt securities of Holdco, filed with the Securities and Exchange
Commission on April 20, 2009, and the Exchange Offer and the Consent
Solicitation relating to the convertible securities of Holdco, filed with the
Securities and Exchange Commission on May 6, 2009.


 


5.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.80
as follows:


 


1.1.80                  “Guarantee” shall mean that certain Guarantee
Agreement, dated as of May 15, 2009, by and among Six Flags Operations
Inc., SFTP, Six Flags, Inc. and TW-SF LLC.


 


6.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.81
as follows:


 


1.1.81                  “Specified
Default”  shall mean a Triggering
Default due to (a) the failure of any of the Holdco Parties or the
Acquisition Companies to make any payment when such payment is due, (b) the
bankruptcy of any of the Acquisition Companies, (c) if following May 15,
2009 (1) the Holdco Parties shall complete the Exchange Offers, the
subsequent bankruptcy of any such Holdco Parties, or (2) the Holdco
Parties shall commence a bankruptcy case prior to September 12, 2009 and successfully
reorganize, the subsequent bankruptcy of any such Holdco Parties, (d) any
Specified Holdco Party becoming subject to a chapter 7 bankruptcy case or any
other proceeding providing for its liquidation, dissolution or winding up, or (e) the
appointment of a trustee, examiner, liquidator or the like with respect to any
Specified Holdco Party or all or any substantial part of such Specified Holdco
Party’s property.


 


3

















 


7.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.82
as follows:


 


1.1.82                  “TW
Management Election”  shall mean the
appointment of directors to the board of directors of GP Holdings by the TW
Parties in accordance with the Organizational Documents of GP Holdings.


 


8.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.83
as follows:


 


1.1.83                  “Warner
Bros. License Agreements” means, collectively, the Retail License
(#8898-TOON), dated as of January 1, 1998 (as amended), by and between
Warner Bros. Consumer Products Inc. (as successor to Warner Bros. Consumer Products Division,
a division of Time Warner Entertainment Company, L.P.)  and SFTP, and the Amended and Restated License
Agreement #5854-WB/DC, dated as of April 1, 1998 (as amended), by and
among Warner Bros.
Consumer Products Inc. (as successor to Warner Bros. Consumer Products
Division, a division of Time Warner Entertainment Company, L.P.), DC Comics,
Six Flags, Inc. (as successor to Premier Parks Inc.) and SFTP.


 


9.                                       Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.14
as follows:


 


6.1.14                  Use of Intellectual Property.


 


(a)                                  Effective
immediately upon the exercise of the TW Management Election (without notice to,
or further assent by, the Holdco Parties or any other party), each Holdco Party
hereby grants to each TW Party an irrevocable, nonexclusive, worldwide,
royalty-free license, subject, in the case of trademarks owned by any Holdco
Party, to sufficient rights to quality control and inspection in favor of such
Holdco Party to avoid the risk of invalidation of said trademarks, to use,
operate under, license, or sublicense, solely to the extent necessary to
operate the Georgia Park and the Texas Park as each are operated immediately
prior to the exercise of the TW Management Election, any and all copyrights,
works of authorship, inventions, patents, trademarks, service marks, designs,
logos, trade dress, domain names or confidential information (“Intellectual
Property”) now owned or hereafter acquired and, in either case, used in
connection with the operation of the Georgia Park or the Texas Park as operated
immediately prior to the exercise of the TW Management Election.  Upon such exercise of the TW Management
Election, the Holdco Parties agree to make available to the TW Parties their (a) marketing,
strategic and other similar plans, (b) budgets, and (c) employees for
the purpose of providing information regarding the use of the Intellectual
Property, in each case, in connection with the operation of the Georgia Park
and the Texas Park as such TW Parties may reasonably request.  To the extent that any Subsidiary of a Holdco
Party now owns or hereafter acquires any Intellectual Property used in
connection with the operation of the Georgia Park or the Texas Park as operated
immediately prior to 


 


4

















 


the
exercise of the TW Management Election, such Holdco Party shall cause such
Subsidiary to grant a license with the foregoing terms and conditions to each
TW Party.


 


(b)                                 Each Holdco
Party shall, and shall cause each of its respective Subsidiaries to, use
commercially reasonably efforts to obtain as promptly as practicable from each
Person (other than the Holdco Parties or their Subsidiaries) that owns or
otherwise has rights to any Intellectual Property used by the Holdco Parties or
any of their Subsidiaries in connection with the operation of the Georgia Park
or the Texas Park as operated immediately prior to the exercise of the TW
Management Election, any license, consent, approval or other authorization
required to allow each TW Party to use, operate under or sublicense such
Intellectual Property at all times during the exercise of the TW Management
Election on the same terms and conditions as each such Holdco Party or such
Subsidiary used, operated under or sublicensed such Intellectual Property
immediately prior to the exercise of the TW Management Election, and to be used
solely in connection with the operation of the Georgia Park or the Texas Park
as operated immediately prior to the exercise of the TW Management Election; provided,
however, without limitation to the foregoing, that the Holdco Parties
shall use commercially reasonable efforts to obtain such consent, approval or
other authorization with respect to the Tony Hawk, Johnny Rockets, Ben &
Jerry’s, Panda, Coldstone Creamery, Papa John’s and Thomas the Tank Engine and
Friends licenses as promptly as practicable after the date of Amendment No. 6
to this Agreement; provided, further, the Holdco Parties shall
not be required to pay any fee or modify any of the terms and conditions of any
of the foregoing licenses (other than technical modifications that are not
adverse to the Holdco Parties) in connection with obtaining any such consent,
approval or other authorization.  In
connection therewith, the Holdco Parties agree that they will prepare and
deliver appropriate consent or approval documents required by this subsection
6.1.14(b), in each case, in form and substance reasonably satisfactory to the
TW Parties, to the applicable counterparty not later than 10 Business Days
after the date of Amendment No. 6 to this Agreement.


 


10.                                 Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.15
as follows:


 


6.1.15                  Bankruptcy Obligations.  The Holdco Parties shall reaffirm, ratify and
assume, as applicable, their respective obligations under this Agreement, the
Warner Bros. License Agreements, the Acquisition Company Loan, the Guarantee, the SFTP/SFEC Georgia
Guarantee and the SFTP/SFEC Texas Guarantee in connection with any bankruptcy
plan of Holdco and its Subsidiaries or the assumption of the Beneficial Share
Assignment Agreement.


 


11.                                 Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.16
as follows:


 


5
















 


6.1.16                  Beneficial Share Assignment.  Simultaneously with Amendment No. 6 to
this Agreement becoming effective, (a) Holdco shall a assign all of its
rights, duties and obligations under the Beneficial Share Assignment to GP
Holdings and GP Holdings shall accept such assignment shall assume such rights,
duties and obligations (the “GP Holdings Beneficial Share Assumption”), (b) GP
Holdings shall replace Holdco as a party to the Beneficial Share Assignment and
(c) GP Holdings, Holdco and TW-SPV shall execute and deliver all such
documents and amendments necessary to effect the foregoing.


 


12.                                 Section 6.2
of the Original Agreement is hereby amended by adding a new Section 6.2.6
as follows:


 


6.2.6                        Assumption of
the Warner Bros. License Agreements.  In the event of a bankruptcy of SFTP, the TW
Parties shall support the assumption of the Warner Bros. License Agreements by
SFTP in connection with such bankruptcy proceeding; provided, that prior
to any such assumption, SFTP shall ratify the Warner Bros. License Agreements
and any and all defaults by SFTP under the Warner Bros. License Agreements
(monetary or otherwise) shall have been cured and SFTP shall not be in
violation of any of the terms thereof.


 


13.                                 Section 7.1
of the Original Agreement is hereby amended by deleting the word “and” before
sub-clause (v) and adding the following sub-clause at the end thereof:


 


“; and (vi) the enforcement of this Section 7.1.”


 


14.                                 Section 7.3.4
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


7.3.4                        Escrow
Agreement.  Holdco and,
prior to the exercise of the TW Management Election, the Acquisition
Subsidiaries (the “Holdco Escrow Parties”), TWE and TWX covenant and
agree to enter into concurrently with the execution of this Agreement an escrow
agreement (the “Subordinated Indemnity Escrow Agreement”) pursuant to
which an escrow agent (the “Escrow Agent”) reasonably satisfactory to
the TW Parties shall maintain an escrow fund, the funding for which shall be
determined on an annual basis and shall equal the sum of the “Escrow Amounts”
in respect of each of Texas Fund and Georgia Fund.  For purposes of the Subordinated Indemnity
Escrow Agreement, “Escrow Amounts” shall mean, for each year (commencing
in 1999), with respect to each of Six Flags Over Texas Fund, Ltd. and Six Flags
Fund, Ltd. (L.P.) (with reference to the Texas Overall Agreement and the
Georgia Overall Agreement, respectively), (x) the excess of (i) the
sum of (A) the “Minimum Amount” for the prior two years, plus (B) the
“Base Rent” for such two prior years, over (ii) twice the earnings before
depreciation and amortization and after minimum mandatory capital expenditures
and cash interest expense for Texas Fund and Georgia Fund, as applicable, for
the prior year, multiplied by (y) the percentage of the Texas Units
or Georgia Units, as the case may be, owned by Persons other than the
Acquisition Companies; provided, however, that beginning in 2012
and for each 


 


6

















 


year thereafter, the aggregate Escrow Amounts
for such year shall in no event be less than the Minimum Escrow Amount for such
year.  “Minimum Escrow Amount” for
2012 shall be $15,000,000, and for each year after 2012 the Minimum Escrow
Amount will be equal to the greater of (i) $15,000,000 or (ii) if the
CPI published for the December immediately preceding the beginning of such
year (or, if no CPI is available for such December, for the month closest to January 1
of such year) (the “Comparison Index”) exceeds the CPI published for December 2011
(the “Base Index”), an amount equal to $15,000,000 multiplied by a
fraction of which the numerator is the Comparison Index for such year and the
denominator is the Base Index, provided that in no event shall the Minimum
Escrow Amount for any year be less than the Minimum Escrow Amount for the then
immediately preceding year.   “CPI”
means the United States Department of Labor, Bureau of Labor Statistics
Consumer Price Index for the United States City Average (All Urban Consumers,
All Items), as in effect from time to time. 
If the CPI shall be discontinued, there shall be substituted for the CPI
a reasonably reliable and comparable index or other information furnished by
the government or independent third party source, in either case as mutually
selected by the Holdco Parties and the TW Parties or, in the absence of
agreement between the Holdco Parties and the TW Parties, by a third party
mutually selected by the Holdco Parties and the TW Parties (or, in the absence
of a mutual selection of such a person, by arbitration), evaluating changes in
the cost of living or purchasing power of the consumer dollar in the cities of
the United States.  The Escrow Amounts
shall be determined not later than March 31 of each such year(1) and,
without limiting any of Holdco’s other obligations, the Holdco Escrow Parties,
jointly and severally, shall deposit such amounts as shall be necessary to
equal the Escrow Amounts with the Escrow Agent within five Business Days
thereafter, and all amounts held in the Escrow Account in excess of the Escrow
Amount shall be returned promptly to Holdco; provided, however,
that (x) the Holdco Escrow Parties shall not be obligated to deposit funds
in the Escrow Account in 2010 and (y) for the year 2011, the Holdco Escrow
Parties shall be obligated to deposit funds in the Escrow Account on or before July 18,
2011.  All amounts held in escrow shall
be used, at the election of the TW Parties, to satisfy amounts owing to the TW
Parties under this Agreement (and such use shall cure any Triggering Default
but only to the extent of the amounts so used), but only after all cash flow
derived from the Texas Units and the Georgia Units then subject to the
Beneficial Share Assignments have been applied to such amounts so owing.


 


15.                                 The TW Parties
hereby acknowledge Sections 6.1.2 and 6.1.7 of the Original Agreement, and
hereby consent to (a) the guarantee by Holdco, SFTP and SFEC of the
Acquisition Company Loan, (b) the guarantee by Holdco, SFEC or any of its
Subsidiaries of Indebtedness of any Person (other than the Acquisition
Companies) (x) the proceeds of which 


 






(1)                    With respect to determining payments for the first
year (1999), 1998 numbers for Texas park will be doubled.  Actual 1997 and 1998 results for Georgia will
be used.


 


7

















 


are
used solely to refinance, replace or otherwise repay the Acquisition Company
Loan and (y) is in a principal amount not to exceed the total amount of
the obligations outstanding under the Acquisition Company Loan at such time,
and (c) the GP Holdings Beneficial Share Assumption.


 


16.                                 Each of the
Subsequently Joined Subsidiaries hereby approves, authorizes and ratifies in
all respects 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, Amendment No. 3 to the
Subordinated Indemnity Agreement, dated as of April 13, 2004, Amendment No. 4
to the Subordinated Indemnity Agreement, dated as of December 8, 2006,
Amendment No. 5 to the Subordinated Indemnity Agreement, dated as of April 2,
2007, and the Assignment and Assumption Agreement, dated as of March 23,
2009, as if such Subsequently Joined Subsidiary was an original party thereto.


 


17.                                 This Amendment
shall become effective upon the closing of the Acquisition Company Loan.


 


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


 


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


 


20.                                 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.


 


8

















 


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/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GP
  Holdings Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Quenzel

  
	
   

  	
   

  	
  Name:

  	
  Mark
  Quenzel

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Historic
  TW Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward B. Ruggiero

  
	
   

  	
   

  	
  Name:

  	
  Edward
  B. Ruggiero

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Warner
  Bros. Entertainment Inc., as assignee of Time Warner
  Entertainment Company, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Annaliese S. Kambour

  
	
   

  	
   

  	
  Name:

  	
  Annaliese
  S. Kambour

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President - Taxes

  



 


[Signature Page to
Amendment No. 6 to the Subordinated Indemnity Agreement]


 

















 


	
   

  	
  TW-SPV
  Co.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward B. Ruggiero

  
	
   

  	
   

  	
  Name:

  	
  Edward
  B. Ruggiero

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Six
  Flags Operations Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President And

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Six
  Flags Theme Parks Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffrey R. Speed

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey
  R. Speed

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President And

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SFOG
  II, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Andrew Schleimer

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  Schleimer

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SFT
  Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Shapiro

  
	
   

  	
   

  	
  Name:

  	
  Mark Shapiro

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  



 


[Signature Page to
Amendment No. 6 to the Subordinated Indemnity Agreement]


 

















 


	
   

  	
  Park
  Management Corp.

  
	
   

  	
  Funtime
  Parks, Inc.

  
	
   

  	
  Funtime, Inc.

  
	
   

  	
  Premier
  Parks Of Colorado Inc.

  
	
   

  	
  Great
  Escape Holding Inc.

  
	
   

  	
  Premier International Holdings
  Inc.

  
	
   

  	
  Premier Parks Holdings Inc.

  
	
   

  	
  Stuart Amusement Company

  
	
   

  	
  Riverside Park Enterprises, Inc.

  
	
   

  	
  KKI, LLC

  
	
   

  	
  Astroworld LP LLC

  
	
   

  	
  Astroworld GP LLC

  
	
   

  	
  Hurricane Harbor LP LLC

  
	
   

  	
  Hurricane Harbor GP LLC

  
	
   

  	
  Six Flags Services, Inc.

  
	
   

  	
  Six Flags Services of Illinois, Inc.

  
	
   

  	
  Six
  Flags America Property Corporation

  
	
   

  	
  Fiesta
  Texas, Inc.

  
	
   

  	
  SFJ
  Management Inc.

  
	
   

  	
  Great
  America LLC

  
	
   

  	
  Six
  Flags St. Louis LLC

  
	
   

  	
  Magic
  Mountain LLC

  
	
   

  	
  Six
  Flags Great Adventure LLC

  
	
   

  	
  South
  Street Holdings LLC

  
	
   

  	
  PP
  Data Services Inc.

  
	
   

  	
  HWP
  Development Holdings LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFRCC Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Andrew Schleimer

  
	
   

  	
   

  	
  Name:

  	
  Andrew
  M. Schleimer

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


[Signature Page to
Amendment No. 6 to the Subordinated Indemnity Agreement]


 

















 


	
   

  	
  Astroworld LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Astroworld GP LLC,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Hurricane Harbor LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Hurricane Harbor GP LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Six Flags America LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Funtime, Inc.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Six Flags Great Escape L.P.

  
	
   

  	
  Great Escape Theme Park L.P.

  
	
   

  	
  Great Escape Rides L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Great
  Escape Holding Inc.,

  
	
   

  	
   

  	
  their
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Danielle J. Bernthal

  
	
   

  	
   

  	
  Name:

  	
  Danielle
  J. Bernthal

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 


[Signature Page to
Amendment No. 6 to the Subordinated Indemnity Agreement]