Exhibit 10.7


 


EXECUTION
VERSION


 


Amendment No. 7


to


Subordinated Indemnity
Agreement


 


This Amendment No. 7 to
the Subordinated Indemnity Agreement (this “Amendment”) is entered into
as of April 30, 2010 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
Entertainment Corporation (formerly known as Six Flags, Inc.) (as
successor to Premier Parks Inc.) (“Holdco”), 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, Amendment No. 5 to the
Subordinated Indemnity Agreement, dated as of April 2, 2007, and Amendment
No. 6 to the Subordinated Indemnity Agreement, dated as of May 15,
2009 (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 May 15,
2009, TW-SF LLC, a Delaware limited liability company and wholly owned
subsidiary of TWX (“TW-SF LLC”), made a loan (the “2009 Loan”) to
the Acquisition Subsidiaries in the original aggregate principal amount of
$52,507,000 to enable the Acquisition Subsidiaries to satisfy their obligations
with respect to the Liquidity Put for the year 2009;


 


WHEREAS, on June 13,
2009, Holdco and its affiliated debtors (the “SF Debtors”) filed
voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the “SF
Bankruptcy Case”), and subsequently filed a joint plan of reorganization
with the United States Bankruptcy Court for the District of Delaware (as
amended, supplemented or otherwise modified in accordance with the terms
thereof, the “Plan”);


 


WHEREAS, in connection with,
and concurrently with the effectiveness of, the Plan, (i) TW-SF LLC will
enter into a credit agreement (the “Acquisition Company Credit Agreement”)
with the Acquisition Subsidiaries under which it will agree to loan the
Acquisition Subsidiaries up to $150,000,000 in connection with the Acquisition
Subsidiaries’ obligations with respect to certain future Liquidity Puts, (ii) TW-SF
LLC will enter into a guarantee agreement (the “Guarantee Agreement”)
with certain of the Holdco Parties pursuant to which such Holdco Parties will
guarantee the obligations of the Acquisition Subsidiaries under the Acquisition
Company Credit Agreement, and (iii) TW-SF LLC will receive payment in full
in 


 

















 


cash of all principal,
interest and other amounts outstanding under the 2009 Loan and the Guarantee
will be terminated simultaneously therewith;


 


WHEREAS, it is a requirement
of the Plan that the SF Debtors party to the Original Agreement ratify and
confirm their obligations under the Original Agreement, as amended hereby;


 


WHEREAS, in connection with
the foregoing, and as an accommodation to certain other financing sources of
the Holdco Parties, the TW Parties have agreed to suspend temporarily certain
obligations of the Holdco Escrow Parties under the Original Agreement and the
Subordinated Indemnity Escrow Agreement pursuant to that certain Escrow Waiver
Agreement, substantially in the form attached hereto as Exhibit A;
and


 


WHEREAS, in connection with
the foregoing transactions, the parties hereto wish to amend the terms of the
Original Agreement effective upon the effective date of the Plan as set forth
herein.


 


NOW THEREFORE, the parties
agree as follows:


 


1.                                       Section 1.1.20
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


1.1.20                  “Equity Interests”
means: (a) any and all shares, interests or other equivalents (however designated)
of capital stock of a corporation; (b) any and all equity, voting or other
ownership interests in a Person other than a corporation, including membership
interests, partnership interests, limited partner interests, general partner
interests and beneficial interests; and (c) any warrants, options or other
rights to acquire any of the foregoing.


 


2.                                       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
Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks
Inc. or the Acquisition Subsidiaries under the Acquisition Company Credit
Agreement and the Acquisition Company Credit Agreement 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 


 


2

















 


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.


 


3.                                       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) [reserved],
(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,
agreement or obligation 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) 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, (viii) 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, (ix) an “Event of Default” as such term is defined in
the Acquisition Company Credit Agreement, or (x) a default by any of the
Holdco Escrow Parties in the observance or performance of any covenant,
agreement or obligation to be performed or observed by them under that certain
Escrow Waiver Agreement, dated as of April 30, 2010, by and among the
parties hereto and the Acquisition Subsidiaries (as the same may be amended,
amended and restated, modified or otherwise supplemented from time to time); 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 the 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 


 


3

















 


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 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).


 


4.                                       Section 1.1.78
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


1.1.78                  [Reserved]


 


5.                                       Section 1.1.80
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


1.1.80                  [Reserved]


 


6.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.84
as follows:


 


1.1.84  “Acquisition Company Affiliate Loans” shall mean any loans made by any of the
SF Parties or any Subsidiary or affiliate thereof to any of the Acquisition
Companies in accordance with Section 7.1 of the Acquisition Company Credit
Agreement.


 


7.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.85
as follows:


 


1.1.85                  “Acquisition
Company Credit Agreement” shall mean that certain Credit Agreement, dated
as of April 30, 2010, by and among the Acquisition Subsidiaries and TW-SF
LLC, as the same may be amended, amended and restated, modified or otherwise
supplemented from time to time.


 


8.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.86
as follows:


 


1.1.86                  “Acquisition
Company Credit Agreement Guarantee” shall mean that certain Guarantee
Agreement, dated as of April 30, 2010, by and among Six Flags Operations
Inc., SFTP, Six Flags Entertainment Corporation, each of the other subsidiaries
of Six Flags Entertainment Corporation party thereto and TW-SF LLC, as the same
may be amended, amended and restated, modified or otherwise supplemented from
time to time.


 


9.                                       Section 1.1
of the Original Agreement is hereby amended by adding a new Section 1.1.87
as follows:


 


4

















 


1.1.87                  “Assets”
means any asset,
property or right, wherever located (including in the possession of vendors or
other third parties or elsewhere), whether real, personal or mixed, tangible,
intangible or contingent, in each case whether or not recorded or reflected or
required to be recorded or reflected on the books and records or financial
statements of any Person, and all right, title, interest and claims therein.


 


10.                                 Section 6.1.13
of the Original Agreement is hereby amended as follows:


 


(a)                                  Each reference to “Affiliate Loans” in
subsections (b), (d)(i),  and (d)(iii) is deemed to include
a reference to “Acquisition Company Affiliate Loans”, in addition to Affiliate
Loans.


 


(b)                                 Subsection (f) shall become
subsection (e).


 


(c)                                  A new subsection (f) shall be added
as follows:


 


(f)                                    Notwithstanding anything contained in
this Section 6.1.13 to the contrary, SFOT and SFOG II shall be permitted
to enter into subordination agreements with respect to Affiliate Loans owed to
either of them in connection with equipment leases, working capital credit
facilities and other working capital financing accommodations made to the
Georgia Partnership and/or the Texas Partnership so long as (i) the terms
of any such subordination agreement are the same as those contained in the subordination
agreements dated January 27, 2010, with JPMorgan Chase Bank, N.A., as the
same may thereafter be amended, supplemented or otherwise modified from time to
time, in a manner that is not materially adverse to SFOT or SFOG II, as
applicable, or the TW Parties and (ii) the principal amount of Indebtedness
that the Affiliate Loans shall be subordinated to pursuant to such
subordination agreements shall not exceed $22.5 million in the aggregate.


 


11.                                 Section 6.1.15
of the Original Agreement is hereby amended and restated in its entirety to
read as follows:


 


6.1.15                  Bankruptcy
Obligations.  The Holdco
Parties shall reaffirm, ratify and assume, as applicable, their respective
obligations under each of this Agreement, the Warner Bros. License Agreements,
the Acquisition Company Credit Agreement, the Acquisition Company Credit
Agreement 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.


 


12.                                 Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.17
as follows:


 


6.1.17                 Certain Consents.  The Holdco Parties shall not, and shall cause
each of their Subsidiaries not to, without the prior written consent of the 


 


5

















 


TW Parties, consent to the
taking of any action pursuant to the terms of the Georgia Agreements or the
Texas Agreements with respect to the Units, the Georgia Park or the Texas Park,
in each case, that could reasonably be expected to have a material adverse
effect on the rights of TW-SF LLC (or any successor lender) under the
Acquisition Company Credit Agreement or Acquisition Company Credit Agreement
Guarantee.


 


13.                                 Section 6.1
of the Original Agreement is hereby amended by adding a new Section 6.1.18
as follows:


 


6.1.18                 Negative Pledge Covenant.  Except as otherwise provided in the Georgia
Acquisition Subsidiaries Guarantee, the Texas Acquisition Subsidiaries
Guarantee or any Capital Improvements Loan (as that term is defined in Article I
of each of the Georgia Partnership Agreement and the Texas Partnership
Agreement) made to either the Georgia Partnership or the Texas Partnership, the
Holdco Parties shall not, and shall cause each of their Subsidiaries not to,
without the prior written consent of the TW Parties, (a) create, incur,
assume or suffer to exist any Lien on any of the Equity
Interests or Assets (including, without limitation, any Units) of any of the
Georgia Partnership, the Texas Partnership, the Acquisition Subsidiaries, GP
Holdings, or any of their respective Subsidiaries that secures any indebtedness
described in clause (i) of the definition of “Indebtedness” or (b) cause
or permit any of the Georgia Partnership, the Texas Partnership, the
Acquisition Subsidiaries, GP Holdings or any of their respective Subsidiaries
to provide any guarantee with respect to, or assume, endorse or otherwise
become responsible for Indebtedness or obligations of any other Person, other
than pursuant to the Acquisition Company Credit Agreement; provided, however,
that notwithstanding the foregoing, (x) the Subsidiaries of the Georgia
Partnership and the Texas Partnership shall be permitted to guarantee
Indebtedness of the Georgia Partnership or the Texas Partnership (as
applicable) which the Georgia Partnership or the Texas Partnership (as
applicable) are otherwise permitted to incur, and (y) the Georgia
Partnership and the Texas Partnership shall be permitted to guarantee
Indebtedness of the Subsidiaries of the Georgia Partnership or the Texas
Partnership (as applicable) which the Subsidiaries of the Georgia Partnership
or the Texas Partnership (as applicable) are otherwise permitted to incur.


 


14.                                 The TW Parties
hereby acknowledge Section 6.1.2 of the Original Agreement, and hereby
consent to (a) the guarantee by Holdco, SFTP and SFEC of the Acquisition
Company Credit Agreement and (b) the guarantee by Holdco, SFEC or any of
its Subsidiaries of Indebtedness of any Person (other than the Acquisition Subsidiaries)
(x) the proceeds of which are used solely to refinance, replace or
otherwise repay the Acquisition Company Credit Agreement, and (y) in a
principal amount not to exceed $150,000,000, plus capitalized interest
outstanding under the Acquisition Company Credit Agreement, plus any other
amounts paid and fees, costs and expenses incurred therewith.


 


15.                                 The Holdco
Parties hereby acknowledge and agree that effective upon the effective date of
the Plan, the Original Agreement, as amended by this Amendment, is in full 


 


6

















 


force
and effect and the Holdco Parties’ obligations hereunder are hereby ratified
and confirmed in all respects in accordance with the Plan.  For the avoidance of doubt, the Original Agreement,
as amended by this Amendment, is the Subordinated Indemnity Agreement
referenced in the Plan.


 


16.                                 This Amendment
shall become effective upon the closing of the Acquisition Company Credit
Agreement.


 


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


 


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


 


19.                                 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.


 


7

















 


EXECUTION
VERSION


 


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


 


	
   

  	
  Six
  Flags Entertainment Corporation (formerly known as 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

  



 

















 


	
   

  	
  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

  



 


9

















 


	
   

  	
  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
  Schleimer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


10

















 


	
   

  	
  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

  



 


11