As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/09  Six Flags Entertainment Corp      10-Q        6/30/09   13:4.4M                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.19M 
 2: EX-10.1     Material Contract                                   HTML    157K 
 3: EX-10.2     Material Contract                                   HTML    103K 
 4: EX-10.3     Material Contract                                   HTML    173K 
 5: EX-10.4     Material Contract                                   HTML     43K 
 6: EX-10.5     Material Contract                                   HTML     37K 
 7: EX-10.6     Material Contract                                   HTML     58K 
 8: EX-10.7     Material Contract                                   HTML    113K 
 9: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     16K 
10: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     17K 
11: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 
12: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 
13: EX-99.1     Miscellaneous Exhibit                               HTML   1.10M 

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.             Section 6.1 of the Original Agreement is hereby amended by adding a new Section 6.1.12 as follows:

 

6.1.12      Approval of Corporate Action.  From and after December 8, 2006, the Holdco Parties shall cause to be adopted, and the Board of Directors of GP Holdings shall adopt, resolutions approving each corporate action to be taken with respect to either the Georgia Park or the Texas Park, as the case may be, which is approved by the Board of Directors of any of the Holdco Parties including, without limitation, the approval of the annual budget for the Georgia Park and the Texas Park.

 

4.             Section 1.1.68 of the Original Agreement is hereby amended by removing the word “or” before Clause (v) and adding a new Clause (vi) as follows:

 

 

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

 

 

	Six Flags, Inc., as successor in interest to
	Premier Parks Inc.
	By:		/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel
	GP Holdings Inc.
	By:	/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel
	Time Warner Inc.
	By:	/s/ Raymond G. Murphy
	Name:
	Title:
	Time Warner Entertainment Company, L.P.
	By:	/s/ Raymond G. Murphy
	Name:
	Title:

 

3

 

	TW-SPV Co.
	By:	/s/ Raymond G. Murphy
	Name:
	Title:
	Six Flags Operations Inc., as successor in interest to Six Flags Entertainment Corporation
	By:	/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel
	Six Flags Theme Parks Inc.
	By:	/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel
	SFOG II, Inc.
	By:	/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel
	SFT Holdings, Inc.
	By:	/s/ James M. Coughlin
	Name: James M. Coughlin
	Title: General Counsel

 

4

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Six Flags Entertainment Corp.     10-K/A     12/31/23   14:1.2M                                   Donnelley … Solutions/FA
 2/29/24  Six Flags Entertainment Corp.     10-K       12/31/23  113:13M
 3/07/23  Six Flags Entertainment Corp.     10-K        1/01/23  106:14M                                    Toppan Merrill Bridge/FA
 2/24/22  Six Flags Entertainment Corp.     10-K        1/02/22  108:14M                                    Toppan Merrill Bridge/FA
 2/25/21  Six Flags Entertainment Corp.     10-K       12/31/20  114:16M                                    Toppan Merrill Bridge/FA