0001104659-09-049899 Sample Contracts

Amendment No. 3 to Subordinated Indemnity Agreement
Subordinated Indemnity Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation

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”).

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Amendment No. 4 to Subordinated Indemnity Agreement
Subordinated Indemnity Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation

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”).

Amendment No. 5 to Subordinated Indemnity Agreement
Subordinated Indemnity Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation

This Amendment No. 5 to the Subordinated Indemnity Agreement (this “Amendment”) is entered into as of April 2, 2007 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, Amendment No. 3 to the Subordinated Indemnity Agreement, dated as of October 13, 2004 and Amendment No. 4 to the Subordinated Indemnity Agreement, dated as of December 8, 2006 (as so amended, the “Original Agreement”).

GUARANTEE AGREEMENT
Guarantee Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation • New York

GUARANTEE AGREEMENT, dated as of May 15, 2009 (this “Guarantee”), made by SIX FLAGS, INC., a Delaware corporation (“SFI”), SIX FLAGS OPERATIONS INC., a Delaware corporation (“SFO”), and SIX FLAGS THEME PARKS INC., a Delaware corporation (“SFTP”) (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of TW-SF LLC, a Delaware limited liability company (the “Lender”), as lender under the Promissory Note, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Note”), evidencing a loan made to SFOG ACQUISITION A, INC., a Delaware corporation, SFOG ACQUISITION B, L.L.C., a Delaware limited liability company, SFOT ACQUISITION I, INC., a Delaware corporation, and SFOT ACQUISITION II, INC., a Delaware corporation (each, a “Borrower” and together, the “Borrowers”) in the principal amount of $52,507,000.00 (the “Loan”).

SIX FLAGS, INC. 1540 Broadway, 15th Floor New York, NY 10036
Letter Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation • New York

This letter agreement (the “Agreement”) sets forth certain terms and conditions pursuant to which Six Flags, Inc. (“SFI”), Six Flags Operations Inc. (“SFO”) and Six Flags Theme Parks Inc. (“SFTP”) and certain of SFTP’s domestic subsidiaries (collectively the “Debtors”) will propose their jointly filed chapter 11 plan of reorganization (the “Plan”) on a consensual basis with the support of the lenders (the “Lenders”) party to the Second Amended and Restated Credit Agreement dated as of May 25, 2007 (as amended, modified or otherwise supplemented from time to time, the “Credit Agreement”), among SFI, SFO, SFTP (as the primary borrower), certain of SFTP’s foreign subsidiaries party thereto, the Lenders, the agent banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) signatory hereto.

Amendment No. 6 to Subordinated Indemnity Agreement
Subordinated Indemnity Agreement • August 14th, 2009 • Six Flags, Inc. • Services-miscellaneous amusement & recreation • Texas

This Amendment No. 6 to the Subordinated Indemnity Agreement (this “Amendment”) is entered into as of May 15, 2009 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, Inc. (as successor to Premier Parks Inc.), 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

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