Amendment No. 2
Subordinated Indemnity Agreement
This Amendment (“Amendment”) is entered into as of June 12, 2002 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 among the parties (or their predecessors in interest), as amended
by Amendment No. 1 to Subordinated Indemnity Agreement dated as of November 5, 1999 (as so amended by
such Amendment No. 1, the “Original Agreement”).
The parties intending to be legally bound agree as follows:
1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Original Agreement.
2. The second sentence of Section 6.1.2 of the Original Agreement is amended in its entirety to
read as follows:
“Except as provided in the following sentence, SFEC and its Subsidiaries shall not incur or suffer to exist
any Indebtedness if such Indebtedness is: (a) guaranteed by any Person (other than SFEC and its Subsidiaries) or
(b) secured by a Lien upon or in assets owned by such guaranteeing Person (other than SFEC and its
Subsidiaries). Notwithstanding the foregoing, however, SFEC and its Subsidiaries may incur or suffer to exist
Indebtedness that is guaranteed by, and/or secured by a Lien on the assets of Holdco (x) the proceeds of which
are sued sole to effect the Covenant Defeasance or otherwise repay or repurchase the Zero Coupon Notes and
(y) in a principal amount outstanding at any time not exceeding $1.35 billion, under an Amended and Restated
Credit Agreement, a draft of which has been provided to TWX, to be entered into by Holdco, SFTP and the
other parties named therein, as the same may be amend