Exhibit 10.8


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement (“Agreement”) is
made as of
                                ,
2010 by and between Six Flags Entertainment Corporation, a Delaware corporation
(the “Company”), and
                            
(“Indemnitee”). This Agreement supersedes and replaces any and all previous
Agreements between the Company and Indemnitee covering the subject matter of
this Agreement.


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation.


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in
order to attract and retain qualified individuals, the Company will attempt to
maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities.  Although the furnishing of
such insurance has been a customary and widespread practice among United
States-based corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be
available to it in the future only at higher premiums and with more
exclusions.  At the same time, directors,
officers and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself.  The certificate of incorporation of the
Company, as amended (the “Charter”), requires indemnification of the officers
and directors of the Company.  Indemnitee
may also be entitled to indemnification pursuant to applicable provisions of
the Delaware General Corporation Law (“DGCL”). 
The Charter and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the Board,
officers and other persons with respect to indemnification, hold harmless,
exoneration, advancement and reimbursement rights.


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have
increased the difficulty of attracting and retaining such persons.


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there
will be increased certainty of such protection in the future.


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so
that they will serve or continue to serve the Company free from undue concern
that they will not be so protected against liabilities.


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter of the 


 

















 


Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to
diminish or abrogate any rights of Indemnitee thereunder.


 


WHEREAS,
Indemnitee does not regard the protection available under the Charter and
insurance as adequate in the present circumstances, and may not be willing to
serve as an officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. 
Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so indemnified.


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do
hereby covenant and agree as follows:


 


1.  Services To
The Company.  Indemnitee
will serve or continue to serve as an officer, director or key employee of the
Company for so long as Indemnitee is duly elected or appointed or until
Indemnitee tenders his resignation.


 


2.  Definitions.  As used in this Agreement:


 


(a)  References to “agent”
shall mean any person who is or was a director, officer, or employee of the
Company or a subsidiary of the Company or other person authorized by the
Company to act for the Company, to include such person serving in such capacity
as a director, officer, employee, fiduciary or other official of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise at the request of, for the convenience of, or to represent the
interests of the Company or a subsidiary of the Company.


 


(b)  The terms “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3
promulgated under the Exchange Act (as defined below) as in effect on the date
hereof; provided, however, that Beneficial Owner shall exclude any Person
otherwise becoming a Beneficial Owner by reason of the stockholders of the
Company approving a merger or the Company with another entity.


 


(c)  A “Change in
Control” shall be deemed to occur upon the earliest to occur after the date of
this Agreement of any of the following events:


 


(i)  Acquisition of
Stock by Third Party.  Any Person (as
defined below) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing thirty-five percent (35%) or more of the
combined voting power of the Company’s then outstanding securities entitled to
vote generally in the election of directors, unless (1) the change in the
relative Beneficial Ownership of the Company’s securities by any Person results
solely from a reduction in the aggregate number of outstanding shares of
securities entitled to vote generally in the election of directors, or (2) such
acquisition was approved in advance by the Continuing Directors (as defined
below) and such acquisition would not constitute a Change in Control under part
(iii) of this definition;


 


(ii)  Change in
Board of Directors.  Individuals who,
as of the date hereof, constitute the Board, and any new director whose
election by the Board or nomination for 


 


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election by the Company’s stockholders was
approved by a vote of at least two thirds of the directors then still in office
who were directors on the date hereof or whose election for nomination for
election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the
Board;


 


(iii)  Corporate
Transactions.  The effective date of
a reorganization, merger or consolidation of the Company (a “Business
Combination”), in each case, unless, following such Business Combination:  (1) all or substantially all of the
individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 51% of
the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more Subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the securities entitled to vote generally in the election of
directors; (2) no Person (excluding any corporation resulting from such
Business Combination) is the Beneficial Owner, directly or indirectly, of 15%
or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of such corporation
except to the extent that such ownership existed prior to the Business
Combination; and (3) at least a majority of the Board of Directors of the
corporation resulting from such Business Combination were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;


 


(iv)  Liquidation.  The approval by the stockholders of the
Company of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially
all of the Company’s assets, other than factoring the Company’s current
receivables or escrows due (or, if such approval is not required, the decision
by the Board to proceed with such a liquidation, sale, or disposition in one
transaction or a series of related transactions); or


 


(v)  Other Events.  There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Company is then subject to such reporting requirement.


 


(d)  “Corporate Status”
describes the status of a person who is or was a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of the Company
or of any other Enterprise (as defined below) which such person is or was
serving at the request of the Company.


 


(e)  “Delaware Court”
shall mean the Court of Chancery of the State of Delaware.


 


(f)  “Disinterested
Director” shall mean a director of the Company who is not and was not a party
to the Proceeding (as defined below) in respect of which indemnification is 


 


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sought by Indemnitee.


 


(g)  “Enterprise” shall
mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to
which the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent.


 


(h)  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


(i)  “Expenses” shall
include all reasonable attorneys’ fees and costs, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding (as defined
below).  Expenses also shall include
Expenses incurred in connection with any appeal resulting from any Proceeding
(as defined below), including without limitation the premium, security for, and
other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent.  Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 


(j)  “Independent Counsel”
shall mean a law firm or a member of a law firm that is experienced in matters
of corporation law and neither presently is, nor in the past five years has
been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party (other than
with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements); or (ii) any
other party to the Proceeding (as defined below) giving rise to a claim for
indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement.


 


(k)  References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any
employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee, agent or fiduciary
of the Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall be
deemed to have acted in a manner “not opposed to the best interests of the
Company” as referred to in this Agreement.


 


(l)  The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of
the Exchange Act as in effect on the date hereof; provided, however,
that “Person” shall 


 


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exclude: (i) the Company; (ii) any
Subsidiaries (as defined below) of the Company; (iii) any employment
benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company; and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a
Subsidiary (as defined below) of the Company or of a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


 


(m)  A “Potential
Change in Control” shall be deemed to have occurred if:  (i) the Company enters into an agreement
or arrangement, the consummation of which would result in the occurrence of a
Change in Control; (ii) any Person or the Company publicly announces an
intention to take or consider taking actions which if consummated would
constitute a Change in Control; (iii) any Person who becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 5% or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors
increases his Beneficial Ownership of such securities by 5% or more over the
percentage so owned by such Person on the date hereof; or (iv) the Board
adopts a resolution to the effect that, for purposes of this Agreement, a
Potential Change in Control has occurred.


 


(n)  The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether
brought in the right of the Company or otherwise and whether of a civil
(including intentional or unintentional tort claims), criminal, administrative
or investigative nature, in which Indemnitee was, is or will be involved as a
party or otherwise by reason of the fact that Indemnitee is or was a director
or officer of the Company, by reason of any action (or failure to act) taken by
him or of any action (or failure to act) on his part while acting as a director
or officer of the Company, or by reason of the fact that he is or was serving
at the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other Enterprise, in each
case whether or not serving in such capacity at the time any liability or
expense is incurred for which indemnification, reimbursement, or advancement of
expenses can be provided under this Agreement.


 


(o)  The term “Subsidiary,”
with respect to any Person, shall mean any corporation or other entity of which
a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by that Person.


 


3.  Indemnity
In Third-Party Proceedings.  The Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against
all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or
payable in connection 


 


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with or in respect of such
Expenses, judgments, fines, penalties and amounts paid in settlement) actually
and reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal Proceeding, had no
reasonable cause to believe that his conduct was unlawful.


 


4.  Indemnity
In Proceedings By Or In The Right Of The Company.  The Company shall indemnify and hold harmless
Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding by or in the right of the Company
to procure a judgment in its favor.  Pursuant to this Section 4, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against
all Expenses actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company.  If applicable law so provides, no
indemnification, hold harmless or exoneration for Expenses shall be made under this
Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought or
the Delaware Court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification, to be held
harmless or to exoneration.


 


5.  Indemnification
For Expenses Of A Party Who Is Wholly Or Partly Successful.
Notwithstanding any other provisions of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is a party to (or
a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in
part, the Company shall indemnify and hold harmless Indemnitee against all
Expenses actually and reasonably incurred by him in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify and hold harmless Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with
each successfully resolved claim, issue or matter to the fullest extent
permitted by applicable law.  If the
Indemnitee is not wholly successful in such Proceeding, the Company also shall
indemnify and hold harmless Indemnitee against all Expenses reasonably incurred
in connection with a claim, issue or matter related to any claim, issue, or
matter on which the Indemnitee was successful. 
For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


 


6.  Indemnification
For Expenses Of A Witness.  Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by applicable law and to extent that
Indemnitee is, by reason of his Corporate Status, a witness or otherwise asked
to participate in any aspect of a Proceeding to which Indemnitee is not a
party, he shall be indemnified and held harmless 


 


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against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith.


 


7.  Additional Indemnification, Hold Harmless And Exoneration Rights.


 


(a)  Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify and hold
harmless Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee in connection with the Proceeding. 
No indemnification, hold harmless or exoneration rights shall be
available under this Section 7(a) on account of Indemnitee’s conduct
which constitutes a breach of Indemnitee’s duty of loyalty to the Company or
its stockholders or is an act or omission not in good faith or which involves
intentional misconduct or a knowing violation of the law.


 


(b)  Notwithstanding
any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify and
hold harmless Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment
in its favor) against all Expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by
Indemnitee in connection with the Proceeding.


 


For purposes of Section 7(a), the
meaning of the phrase “to the fullest extent permitted by applicable law” shall
include, but not be limited to:


 


(i)  to the fullest
extent permitted by the provision of the DGCL that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the DGCL, and


 


(ii)  to the fullest
extent authorized or permitted by any amendments to or replacements of the DGCL
adopted after the date of this Agreement that increase the extent to which a
corporation may indemnify its officers and directors.


 


8.  Contribution
In The Event Of Joint Liability.


 


(a)  To the fullest
extent permissible under applicable law, if the indemnification and hold
harmless rights provided for in this Agreement are unavailable to Indemnitee in
whole or in part for any reason whatsoever, the Company, in lieu of
indemnifying and holding harmless Indemnitee, shall pay, in the first instance,
the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any Proceeding without requiring Indemnitee to contribute to
such 


 


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payment, and the Company hereby waives and
relinquishes any right of contribution it may have at any time against
Indemnitee.


 


(b)  The Company shall
not enter into any settlement of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against
Indemnitee.


 


(c)  The Company hereby
agrees to fully indemnify and hold harmless Indemnitee from any claims for
contribution which may be brought by officers, directors or employees of the
Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9.  Exclusions.  Notwithstanding any
provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnification, hold harmless or exoneration payment in
connection with any claim made against Indemnitee:


 


(a)  for which payment
has actually been received by or on behalf of Indemnitee under any insurance
policy or other indemnity provision, except with respect to any excess beyond
the amount actually received under any insurance policy, contract, agreement,
other indemnity provision or otherwise;


 


(b)  for (i) an
accounting of profits made from the purchase and sale (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act or similar provisions of state statutory law or common law, or
(ii) any reimbursement of the Company by the Indemnitee of any bonus or
other incentive-based or equity-based compensation or of any profits realized
by the Indemnitee from the sale of securities of the Company, as required in
each case under the Exchange Act (including any such reimbursements that arise
from an accounting restatement of the Company pursuant to Section 304 of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to
the Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(c)  except as
otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in
Control, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, hold harmless or exoneration payment, in
its sole discretion, pursuant to the powers vested in the Company under
applicable law.


 


10.  Advances Of
Expenses; Defense Of Claim.


 


(a)  Notwithstanding
any provision of this Agreement to the contrary, and to the fullest extent
permitted by applicable law, the Company shall advance the Expenses incurred by
Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
within three months) in connection with any Proceeding within ten (10) days
after the receipt by the Company of a statement or statements requesting such
advances from time to time, whether prior 


 


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to or after final disposition of any
Proceeding.  Advances shall be unsecured
and interest free.  Advances shall be
made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or
exonerated under the other provisions of this Agreement.  Advances shall include any and all reasonable
Expenses incurred pursuing a Proceeding to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed.  The
Indemnitee shall qualify for advances, to the fullest extent permitted by applicable
law, solely upon the execution and delivery to the Company of an undertaking
providing that the Indemnitee undertakes to repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company under the provisions of this Agreement, the Charter
of the Company, applicable law or otherwise. 
This Section 10(a) shall not apply to any claim made by
Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.


 


(b)  The Company will
be entitled to participate in the Proceeding at its own expense.


 


(c)  The Company shall
not settle any action, claim or Proceeding (in whole or in part) which would
impose any Expense, judgment, fine, penalty or limitation on the Indemnitee
without the Indemnitee’s prior written consent.


 


11.  Procedure For Notification And Application For Indemnification.


 


(a)  Indemnitee agrees
to notify promptly the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered
hereunder.  The failure of Indemnitee to
so notify the Company shall not relieve the Company of any obligation which it
may have to the Indemnitee under this Agreement, or otherwise.


 


(b)  Indemnitee may
deliver to the Company a written application to indemnify and hold harmless
Indemnitee in accordance with this Agreement. 
Such application(s) may be delivered from time to time and at such
time(s) as Indemnitee deems appropriate in his or her sole
discretion.  Following such a written
application for indemnification by Indemnitee, the Indemnitee’s entitlement to
indemnification shall be determined according to Section 12(a) of
this Agreement.


 


12.  Procedure
Upon Application For Indemnification.


 


(a)  A determination,
if required by applicable law, with respect to Indemnitee’s entitlement to
indemnification shall be made in the specific case by one of the following
methods, which shall be at the election of Indemnitee: (i) by a majority
vote of the Disinterested Directors, even though less than a quorum of the
Board or (ii) by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee. 
The Company promptly will advise Indemnitee in writing with respect to
any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which 


 


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indemnification has been denied.  If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination.  Indemnitee
shall reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. 
Any costs or Expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b)  In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 12(a) hereof, the Independent Counsel
shall be selected as provided in this Section 12(b).  The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected and certifying that the
Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. 
If the Independent Counsel is selected by the Board, the Company shall
give written notice to Indemnitee advising him of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2
of this Agreement.  In either event,
Indemnitee or the Company, as the case may be, may, within ten (10) days
after such written notice of selection shall have been received, deliver to the
Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 2 of this
Agreement, and the objection shall set forth with particularity the factual basis
of such assertion.  Absent a proper and
timely objection, the person so selected shall act as Independent Counsel.  If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit.  If, within twenty (20) days after submission
by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or Indemnitee may petition the Delaware Court for resolution of any
objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Delaware Court, and the person with respect
to whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 12(a) hereof.  Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 


(c)  The Company agrees
to pay the reasonable fees and expenses of Independent


 


10
















 


Counsel and to fully indemnify and hold
harmless such Independent Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


 


13.  Presumptions
and Effect Of Certain Proceedings.


 


(a)  In making a
determination with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall, to the fullest
extent not prohibited by law, presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company
shall , to the fullest extent not prohibited by law, have the burden of proof
to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.  Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to
the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by
its directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)  If the person,
persons or entity empowered or selected under Section 12 of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within thirty (30) days after receipt by the Company of
the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a final judicial determination that any or all
such indemnification is expressly prohibited under applicable law; provided,
however, that such 30-day period may be extended for a reasonable time,
not to exceed an additional fifteen (15) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto.


 


(c)  The termination of
any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo  contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d)  For purposes of
any determination of good faith, Indemnitee shall be deemed to have acted in
good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the 


 


11

















 


officers of the Enterprise in the course of
their duties, or on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by an
independent certified public accountant or by an appraiser or other expert
selected by the Enterprise.  The
provisions of this Section 13(d) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which the Indemnitee may be
deemed or found to have met the applicable standard of conduct set forth in
this Agreement.


 


(e)  The knowledge
and/or actions, or failure to act, of any other director, officer, trustee,
partner, managing member, fiduciary, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.


 


14.  Remedies Of
Indemnitee.


 


(a)  In the event that (i) a
determination is made pursuant to Section 12 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses, to the fullest extent permitted by applicable law, is not timely
made pursuant to Section 10 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 12(a) of
this Agreement within thirty (30) days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of
this Agreement within ten (10) days after receipt by the Company of a
written request therefor, (v) a contribution payment is not made in a
timely manner pursuant to Section 8 of this Agreement, (vi) payment
of indemnification pursuant to Section 3 or 4 of this Agreement is not
made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification, or (vii) payment to Indemnitee pursuant to
any hold harmless or exoneration rights under this Agreement or otherwise is
not made within ten (10) days after receipt by the Company of a written
request therefor, Indemnitee shall be entitled to an adjudication by the
Delaware Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. 
Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.  Except as set forth herein, the provisions of
Delaware law (without regard to its conflict of laws rules) shall apply to any
such arbitration.  The Company shall not
oppose Indemnitee’s right to seek any such adjudication or award in
arbitration.


 


(b)  In the event that
a determination shall have been made pursuant to Section 12(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be
conducted in all respects as a de  novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.  In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be
presumed to be entitled to be indemnified, held harmless, exonerated to receive
advances of Expenses under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to be indemnified, held harmless,
exonerated and to receive advances of Expenses, as the case may be, and the
Company may not refer to or introduce into evidence any determination pursuant
to Section 12(a) of this Agreement 


 


12

















 


adverse to Indemnitee for any purpose.  If Indemnitee commences a judicial proceeding
or arbitration pursuant to this Section 14, Indemnitee shall not be
required to reimburse the Company for any advances pursuant to Section 10
until a final determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or
lapsed).


 


(c)  If a determination
shall have been made pursuant to Section 12(a) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 14, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)  The Company shall,
to the fullest extent not prohibited by law, be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 14
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)  The Company shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by law
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days
after the Company’s receipt of such written request) advance to Indemnitee, to
the fullest extent permitted by applicable law, such Expenses which are
incurred by Indemnitee in connection with any judicial proceeding or
arbitration brought by Indemnitee (i) to enforce his rights under, or to
recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision
of the Charter now or hereafter in effect; or (ii) for recovery or
advances under any insurance policy maintained by any person for the benefit of
Indemnitee, regardless of whether Indemnitee ultimately is determined to be
entitled to such indemnification, advance, contribution or insurance recovery,
as the case may be.


 


(f)  Interest shall be
paid by the Company to Indemnitee at the legal rate under Delaware law for
amounts which the Company indemnifies, holds harmless or exonerates, or is
obliged to indemnify, hold harmless or exonerate for the period commencing with
the date on which Indemnitee requests indemnification, to be held harmless,
exonerated, contribution, reimbursement or advancement of any Expenses and
ending with the date on which such payment is made to Indemnitee by the
Company.


 


(g)  Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
of Indemnitee to indemnification under this Agreement shall be required to be
made prior to the final disposition of the Proceeding.


 


15.  Establishment
Of Trust.  In the event
of a Potential Change in Control, the Company shall, upon written request by
Indemnitee, create a “Trust” for the benefit of Indemnitee and from time to
time upon written request of Indemnitee shall fund such Trust in an amount
sufficient to satisfy any and all Expenses reasonably anticipated at the time
of each such 


 


13

















 


request to be incurred in
connection with investigating, preparing for, participating in or defending any
Proceedings, and any and all judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such judgments, fines penalties and
amounts paid in settlement) in connection with any and all Proceedings from
time to time actually paid or claimed, reasonably anticipated or proposed to be
paid.  The trustee of the Trust (the “Trustee”)
shall be a bank or trust company or other individual or entity chosen by the
Indemnitee and reasonably acceptable to the Company.  Nothing in this Section 15 shall relieve
the Company of any of its obligations under this Agreement.  The amount or amounts to be deposited in the
Trust pursuant to the foregoing funding obligation shall be determined by
mutual agreement of the Indemnitee and the Company or, if the Company and the
Indemnitee are unable to reach such an agreement, by Independent Counsel
selected in accordance with Section 12(b) of this Agreement. The
terms of the Trust shall provide that, except upon the consent of both the
Indemnitee and the Company, upon a Change in Control:  (a) the Trust shall not be revoked or
the principal thereof invaded, without the written consent of the Indemnitee; (b) the
Trustee shall advance, to the fullest extent permitted by applicable law,
within two (2) business days of a request by the Indemnitee and upon the
execution and delivery to the Company of an undertaking providing that the
Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified, held harmless or
exonerated by the Company; (c) the Trust shall continue to be funded by
the Company in accordance with the funding obligations set forth above; (d) the
Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification, or to be held harmless or
exonerated pursuant to this Agreement or otherwise; and (e) all unexpended
funds in such Trust shall revert to the Company upon mutual agreement by the
Indemnitee and the Company or, if the Indemnitee and the Company are unable to
reach such an agreement, by Independent Counsel selected in accordance with Section 12(b) of
this Agreement, that the Indemnitee has been fully indemnified, held harmless
and exonerated under the terms of this Agreement.  The Trust shall be governed by Delaware law
(without regard to its conflicts of laws rules) and the Trustee shall consent
to the exclusive jurisdiction of the Delaware Court in accordance with Section 23
of this Agreement.


 


16.  Security.  Notwithstanding anything herein to the
contrary, to the extent requested by the Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to the
Indemnitee for the Company’s obligations hereunder through an irrevocable bank
line of credit, funded trust or other collateral.  Any such security, once provided to the
Indemnitee, may not be revoked or released without the prior written consent of
the Indemnitee.


 


17.  Non-Exclusivity;
Survival Of Rights; Insurance; Subrogation.


 


(a)  The rights of
Indemnitee as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Charter, any agreement, a vote of stockholders or a resolution of
directors, or otherwise.  No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by 


 


14

















 


such Indemnitee in his Corporate Status prior
to such amendment, alteration or repeal. 
To the extent that a change in applicable law, whether by statute or judicial
decision, permits greater indemnification, hold harmless or exoneration rights
or advancement of Expenses than would be afforded currently under the Charter
or this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is
intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


(b)  The DGCL and the
Charter permit the Company to purchase and maintain insurance or furnish
similar protection or make other arrangements including, but not limited to,
providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against
him or incurred by or on behalf of him or in such capacity as a director,
officer, employee or agent of the Company, or arising out of his status as
such, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Agreement or under the DGCL, as it
may then be in effect.  The purchase,
establishment, and maintenance of any such Indemnification Arrangement shall
not in any way limit or affect the rights and obligations of the Company or of
the Indemnitee under this Agreement except as expressly provided herein, and
the execution and delivery of this Agreement by the Company and the Indemnitee
shall not in any way limit or affect the rights and obligations of the Company
or the other party or parties thereto under any such Indemnification
Arrangement.


 


(c)  To the extent that
the Company maintains an insurance policy or policies providing liability
insurance for directors, officers, trustees, partners, managing members,
fiduciaries, employees, or agents of the Company or of any other Enterprise
which such person serves at the request of the Company, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any such director, officer,
trustee, partner, managing member, fiduciary, employee or agent under such
policy or policies.  If, at the time the
Company receives notice from any source of a Proceeding as to which Indemnitee
is a party or a participant (as a witness or otherwise), the Company has
director and officer liability insurance in effect, the Company shall give
prompt notice of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(d)  In the event of
any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.


 


15

















 


(e)  The Company’s
obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise.


 


18.  Duration Of
Agreement.  All
agreements and obligations of the Company contained herein shall continue
during the period Indemnitee serves as a director or officer of the Company or
as a director, officer, trustee, partner, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other Enterprise which Indemnitee serves at the request of the
Company and shall continue thereafter so long as Indemnitee shall be subject to
any possible Proceeding (including any rights of appeal thereto and any
Proceeding commenced by Indemnitee pursuant to Section 14 of this
Agreement) by reason of his Corporate Status, whether or not he is acting in
any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement.


 


19.  Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


20.  Enforcement
And Binding Effect.


 


(a)  The Company
expressly confirms and agrees that it has entered into this Agreement and
assumed the obligations imposed on it hereby in order to induce Indemnitee to
serve as a director, officer or key employee of the Company, and the Company
acknowledges that Indemnitee is relying upon this Agreement in serving as a
director, officer or key employee of the Company.


 


(b)  Without limiting
any of the rights of Indemnitee under the Charter of the Company as it may be
amended from time to time, this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral, written and implied,
between the parties hereto with respect to the subject matter hereof; provided,
however, that this Agreement is a supplement to and in furtherance of the
Charter, any directors and officers insurance maintained by the 


 


16

















 


Company and applicable law, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.


 


(c)  The
indemnification, hold harmless, exoneration and advancement of expenses rights
provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or of any other Enterprise at the
Company’s request, and shall inure to the benefit of Indemnitee and his or her
spouse, assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(d)  The Company shall
require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in
form and substance satisfactory to the Indemnitee, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(e)  The Company and
Indemnitee agree herein that a monetary remedy for breach of this Agreement, at
some later date, may be inadequate, impracticable and difficult of proof, and
further agree that such breach may cause Indemnitee irreparable harm.  Accordingly, the parties hereto agree that
Indemnitee may enforce this Agreement by seeking injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or
irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any
other relief to which he may be entitled. 
The Company and Indemnitee further agree that Indemnitee shall be
entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bonds or other undertaking in
connection therewith.  The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be
required of Indemnitee by the Court, and the Company hereby waives any such
requirement of such a bond or undertaking.


 


21.  Modification
And Waiver.  No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall
any waiver constitute a continuing waiver.


 


22.  Notices.  All notices, requests,
demands and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given (i) if delivered by hand and
receipted for by the party to whom said notice or other communication shall
have been directed, (ii) mailed by certified or registered mail with
postage prepaid, on the third (3rd) business day after the date on which it is
so mailed, (iii) mailed by reputable overnight courier and receipted for
by the party to whom said notice or other communication shall have been
directed, or (iv) sent by facsimile transmission, with receipt of oral
confirmation that such 


 


17

















 


transmission has been
received:


 


(a)  If to Indemnitee,
at the address indicated on the signature page of this Agreement, or such
other address as Indemnitee shall provide in writing to the Company.


 


(b)  If to the Company,
to:


 


Six Flags Entertainment
Corporation


1540 Broadway


New York, NY 10036


Attention: General Counsel


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


23.  Applicable
Law And Consent To Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules.  Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this
Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally:  (a) agree that any
action or proceeding arising out of or in connection with this Agreement shall
be brought only in the Delaware Court and not in any other state or federal
court in the United States of America or any court in any other country; (b) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement; (c) appoint,
to the extent such party is otherwise subject to service of process in the
State of Delaware, irrevocably, RL&F Service Corp., One Rodney Square, 10th
Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent in the
State of Delaware as such party’s agent for acceptance of legal process in
connection with any such action or proceeding against such party with the same
legal force and validity as if served upon such party personally within the
State of Delaware; (d) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court; and (e) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum, or
is subject (in whole or in part) to a jury trial.


 


24.  Identical
Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall constitute
one and the same Agreement.  Only one
such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


25.  Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


[Signature Page Follows]


 


18

















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be signed as of the day and year first
above written.


 


 


	
  SIX FLAGS ENTERTAINMENT
  CORPORATION 

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Chief Executive Officer

  	
  Name:

  
	
   

  	
  Address: