Exhibit 10.4
Amendment
No. 3
to
Subordinated Indemnity
Agreement
This Amendment No. 3 to
Subordinated Indemnity Agreement (“Amendment”) is
entered into as of April 13, 2004 by and among Six Flags
Operations Inc. (as successor to Six Flags Entertainment
Corporation), Six Flags Theme Parks Inc., SFOG II, Inc., SFT
Holdings, Inc., Time Warner Inc., Time Warner Entertainment
Company, L.P., TW-SPV Co., Six Flags, Inc. (as successor to
Premier Parks Inc.) and GP Holdings Inc. and amends in certain
respects the Subordinated Indemnity Agreement, dated as of
April 1, 1998, by and among the parties (or their predecessors
in interest), as amended by Amendment No. 1 to Subordinated
Indemnity Agreement, dated as of November 5, 1999, and
Amendment No. 2 to the Subordinated Indemnity Agreement, dated
as of June 12, 2002 (as so amended, the “Original
Agreement”).
The parties agree as follows:
1.
Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Original
Agreement.
2.
Section 1.1.68 of the Original Agreement is hereby amended by
adding the following provisos at the end thereof:
“; provided ,
however , that for purposes of the definition of
“Triggering Default” and notwithstanding any provision
to the contrary, a Triggering Default shall be deemed to continue
in perpetuity from the date of its first occurrence unless such
Triggering Default is cured within 90 days of its first occurrence,
in which case it shall be deemed to have continued until so cured;
provided , further , that nothing in the foregoing
proviso shall impair or otherwise modify any of the rights or
remedies of the TW Parties and/or any of their respective
affiliates pursuant to any agreement or arrangement or otherwise
(including, without limitation, pursuant to this Agreement, the
Beneficial Share Assignment or the Organizational Documents of GP
Holdings)”
3.
Section 1.1 of the Original Agreement is hereby amended by
adding a new Section 1.1.68A as follows:
“1.1.68A “ Triggering
Default Event ” shall mean a Triggering
Default.”
4.
Section 6.1 of the Original Agreement is hereby amended by
adding a new Section 6.1.10 as follows:
“6.1.10 Financial
Repor
