Exhibit 10.5
Amendment No. 4
to
Subordinated Indemnity Agreement
This Amendment No. 4 to the
Subordinated Indemnity Agreement (this “ Amendment
”) is entered into as of December 8, 2006 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 and Amendment No. 3 to the Subordinated
Indemnity Agreement, dated as of October 13, 2004 (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 6.1 of the Original Agreement is hereby amended by
adding a new Section 6.1.11 as follows:
6.1.11
Annual Compliance Certificates . On July 1 (or
the first Business Day thereafter) of each calendar year commencing
on July 1, 2007, Holdco shall deliver to the TW Parties a
certificate, signed by an executive officer of Holdco, certifying
as to the following matters: (a) each Acquisition
Company’s compliance with the terms and provisions of such
Acquisition Company’s Certificate of Incorporation or
Operating Agreement, as the case may be; (b) GP
Holdings’ compliance with the terms and provisions of
(i) GP Holdings’ Certificate of Incorporation and
(ii) this Agreement; and (c) the Holdco Parties’
compliance with the terms and provisions of (i) this
Agreement, (ii) the Subordinated Indemnity Escrow Agreement,
(iii) the Georgia Partnership Agreement and (iv) the
Texas Partnership Agreement.
3. &nb
