Exhibit 10.6


 


Amendment No. 5

to

Subordinated Indemnity Agreement


 


This Amendment No. 5 to the Subordinated
Indemnity Agreement (this “Amendment”) is entered into as of April 2,
2007 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, Amendment No. 3 to the Subordinated Indemnity
Agreement, dated as of October 13, 2004 and Amendment No. 4 to the
Subordinated Indemnity Agreement, dated as of December 8, 2006 (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 of the Original
Agreement is hereby amended by adding a new Section 1.1.73 as follows:


 


“Affiliate Loans” shall mean, collectively, “Affiliate
Loans” as defined in the Georgia Partnership Agreement and the Texas
Partnership Agreement.


 


3.                                       Section 1.1 of the Original
Agreement is hereby amended by adding a new Section 1.1.74 as follows:


 


“Management Fees” shall mean, collectively, “Management
Fees” as defined in the Georgia Partnership Agreement and the Texas Partnership
Agreement.


 


4.                                       Section 1.1 of the Original
Agreement is hereby amended by adding a new Section 1.1.75 as follows:


 


“Material Debt Instrument” shall mean any
agreement or instrument to which a SF Party is a party from time to time in the
capacity of a borrower or guarantor and which has obligations outstanding or
unused commitments for borrowed money, in each case, in an aggregate amount
greater than $50 million.


 


5.                                       Section 1.1 of the Original
Agreement is hereby amended by adding a new Section 1.1.76 as follows:


 


“SFOT” shall mean Six Flags Over Texas, Inc.


 

















 


6.                                       Section 1.1 of the Original
Agreement is hereby amended by adding a new Section 1.1.77 as follows:


 


“SF Parties” shall mean, collectively, Holdco,
Six Flags Operations Inc. (as successor to SFEC), SFTP, SFOG II, GP
Holdings, Six Flags Over Georgia II, L.P., SFT Holdings, SFOT and Texas Flags,
Ltd.


 


7.                                       Section 1.1 of the Original
Agreement is hereby amended by adding a new Section 1.1.77 as follows:


 


“Triggering Event” shall mean the occurrence of
one or more of the following events: (i) any TW Party shall be obligated
to pay any “Obligation” under and as defined in any TW Guarantee, (ii) a
Triggering Default, (iii) any SF Party shall be the subject of any
bankruptcy, insolvency or similar proceeding, (iv) any event, occurrence,
condition or circumstance which, individually or in the aggregate, after notice
or lapse of time or both, will result in or has resulted in a default or an
event of default (or like event or occurrence) under any Material Debt
Instrument the result of which, following the expiration of any applicable grace
period, would permit the lenders or holders of the debt thereunder (or an agent
or trustee on behalf of such lenders or holders) to declare all amounts payable
under such Material Debt Instrument to be immediately due and payable.


 


8.                                       Section 6.1 of the Original
Agreement is hereby amended by adding a new Section 6.1.13 as follows:


 


6.1.13                  Affiliate Loans and
Management Fees.


 


(a)                                  Each SF Party agrees not to assign,
transfer, encumber or pledge any interest that it may have in any Affiliate
Loans or any accrued and unpaid Management Fees payable to it, and has not
transferred, assigned, encumbered or pledged, in whole or in part (except to
SFOG II and SFOT), any interest it may have in any Affiliate Loans or such
Management Fees payable to it.


 


(b)                                 The parties hereto hereby further agree
that except during the continuance of a Triggering Event, each SF Party shall
be entitled to pay over and to receive in the ordinary course of business any
Management Fees due and owing and any payments on account of any Affiliate
Loans due and owing; provided that upon the occurrence and during the
continuance of a Triggering Event, each SF Party hereby agrees that no payments
shall be made or received with respect to any Management Fees or Affiliate
Loans then outstanding, unless the entirety thereof is immediately turned over
to TWX as representative of the TW Parties (in such capacity, the “TWX
Representative”) as collateral hereunder. In furtherance of the foregoing,
any such obligations owing to an SF Party shall be subordinated to the prior
payment in full of all amounts owing to the TW Parties under this Agreement,
and upon the request of the TW Representative following the occurrence and
during the continuance of a Triggering Event, any such amounts shall be paid over
to the TW Representative in satisfaction of, or as collateral for, any amount
owed by a SF Party to the TW Parties under this Agreement.


 


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(c)                                  Each SF Party hereby irrevocably
authorizes and empowers the TW Representative, upon the occurrence and
continuance of a Triggering Event, to assert any right, privilege or claim in
respect of the obligations and liabilities referred to in clause (b) of
this Section 6.1.13, including the right to receive and collect any and
all payments, awards or other monies resulting therefrom and to apply same on
account of any TW Obligations then due and owing or to hold as collateral
security for any TW Obligations that may arise in the future.  In no event, however, shall the TW
Representative be obligated to assert any such right, privilege or claim, and
the TW Representative’s failure to do so shall not give rise to any liability
to any SF Party as a result thereof.


 


(d)                                 Unless otherwise agreed to by the TW
Representative, each SF Party agrees as follows:


 


(i)                                     To keep proper books and records with
respect to any Affiliate Loans and Management Fees.


 


(ii)                                  That no Affiliate Loans will be made by
any SF Party, or any Subsidiary or affiliate of an SF Party, other than SFOT or
SFOG II, and no SF Party shall permit any Management Fees to accrue to any
Person that is not an SF Party.


 


(iii)                               Not to modify or amend, in any respect, or terminate,
any agreement or instrument with respect to any Affiliate Loans or Management
Fees or waive, amend, alter or modify any of its rights or remedies under or
with respect thereto, except as expressly provided in this Section 6.1.13.


 


(iv)                              To comply with the written instructions
of the TW Representative as contemplated by and to the extent consistent with
this Agreement and otherwise to facilitate the exercise by the TW
Representative of its rights and remedies hereunder.


 


(v)                                 To provide the TW Representative with
reasonable access to its books and records for purposes of determining
compliance with this Agreement, and shall provide the TW Representative with
such other information and documentation as shall be reasonably requested by
the TW Representative in connection with this Agreement.


 


(f)                                    Holdco shall cause each SF Party that is
not a party to this Agreement to execute an acknowledgment agreeing to be bound
by the provisions of this Section 6.1.13 as if such SF Party was a party
hereto.


 


9.                                       Each SF Party hereby agrees and
represents and warrants to each TW Party that (i)  it is organized and validly
existing under the laws of the state of its organization, (ii) it has all
necessary corporate or equivalent power and authority to execute and deliver
this Amendment and to perform its obligations hereunder, (iii) such SF
Party has taken all action necessary for it to execute, deliver and perform its
obligations hereunder, (iv) no consent or authorization from, or filing
with, any Person is required for such SF Party to execute, deliver and/or
perform its obligations hereunder (other than those that have already been
obtained), (v) this Amendment has been duly executed and delivered by such
SF Party, and constitutes the 


 


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legal, valid and binding
obligation of such SF Party in accordance with its terms, (vi) the
execution, delivery and performance of this Amendment by such SF Party shall
not result in a default or breach of any material agreement to which such SF
Party or any of its subsidiaries is party or by which any of their respective
assets are subject, (vii) as of the date hereof, the outstanding principal
amount of all Affiliate Loans owing by any SF Party to another SF Party and the
form of such Affiliate Loans are accurately described on the attached Schedule
1, (viii) as of the date hereof, the total amount of all accrued and
unpaid Management Fees owing to any SF Party by any other SF Party and the
terms of such Management Fees are accurately described on the attached Schedule
2, (ix) it is not a party to (and will not become a party to) any agreement
that would limit or restrict its ability to comply with the terms and
conditions of this Amendment, and (x) no payment on account of any
Affiliate Loan or Management Fee is (or will be) subject to any offsets,
defenses or counterclaims, and each SF Party agrees not to assert any right of
offset, defense or counterclaim with respect thereto.


 


10.                                 This Amendment shall become effective
upon (i) upon the execution of a counterpart hereof by each of the parties
hereto and receipt by the parties of written or telephonic notification of such
execution and authorization of delivery thereof and (ii) the consummation
of the transactions contemplated by that certain Securities Purchase Agreement,
entered into by SFTP and certain of its subsidiaries and PARC 7F-Operations
Corporation, and Six Flags, Inc. agrees to give the TW Representative
prompt written notice that such transactions have been consummated.


 


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


 


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


 


13.                                 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 Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GP Holdings Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Time Warner Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Edward B. Ruggiero

  
	
   

  	
  Name: Edward B.
  Ruggiero

  
	
   

  	
  Title: Sr. Vice
  President, Corp. Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Time Warner Entertainment
  Company, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward B. Ruggiero

  
	
   

  	
  Name: Edward B.
  Ruggiero

  
	
   

  	
  Title: Vice President

  



 


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  TW-SPV Co.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward B. Ruggiero

  
	
   

  	
  Name: Edward B.
  Ruggiero

  
	
   

  	
  Title: Vice President,
  Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Six Flags Theme Parks Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFOG II, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SFT Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Coughlin

  
	
   

  	
  Name:
  James Coughlin

  
	
   

  	
  Title:
  General Counsel

  



 


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 By signing below, each of the undersigned
acknowledges and agrees to be bound as an SF Party to the terms and provisions
of Section 6.1.13 of the Subordinated Indemnity Agreement as if it were a
party thereto, and hereby makes each of the representations and warranties
contained in paragraph 9 of Amendment No. 5 to the Subordinated Indemnity
Agreement for itself in its capacity as an SF Party.


 


 


	
   

  	
  Six Flags Over Georgia II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Six Flags Over Texas, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Coughlin

  
	
   

  	
  Name: James Coughlin

  
	
   

  	
  Title: General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Texas Flags, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Coughlin

  
	
   

  	
  Name:
  James Coughlin

  
	
   

  	
  Title:
  General Counsel

  



 


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