AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

PLEASE NOTE, THAT DUE TO HTML LIMITATIONS, ADDED TEXT IN THE CREDIT AGREEMENT WILL BE HIGHLIGHTED IN YELLOW, INSTEAD OF DOUBLE-UNDERLINED AS DESCRIBED IN SECTION 1 OF THE AMENDMENT.

AMENDMENT 1 , dated as of August 12, 2009 (this “ Amendment ”), to the Amended and Restated Credit Agreement dated as of February 15, 2007, among CEDAR FAIR, L.P., a Delaware limited partnership (the “ U.S. Borrower ”) and CANADA’S WONDERLAND COMPANY (successor by amalgamation to 3147010 NOVA SCOTIA COMPANY), a Nova Scotia unlimited liability company (the “ Canadian Borrower ” and, collectively with the U.S. Borrower, the “ Borrowers ” and, individually, a “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “ Lenders ”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “ Administrative Agent ”), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, and together with its successors, the “ Syndication Agent ”), WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (collectively, in such capacity, the “ Co-Documentation Agents ”), GE CANADA FINANCE HOLDING COMPANY, as Canadian administrative agent (collectively, in such capacity, and together with its successors, the “ Canadian Administrative Agent ”), NATIONAL CITY (CANADIAN BRANCH OF NATIONAL CITY BANK), as Canadian syndication agent (in such capacity, the “ Canadian Syndication Agent ”), FIFTH THIRD BANK, as Canadian documentation agent (in such capacity, the “ Canadian Documentation Agent ”) and BEAR, STEARNS & CO. INC., as Lead Arranger and Initial Sole Bookrunner (as amended, restated, modified and supplemented from time to time, the “ Credit Agreement ”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 11.1 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders and, in certain cases, the Majority Facility Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes including to permit Additional Extensions of Credit to be included in the Credit Agreement;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment . The Credit Agreement is, effective as of the Amendment 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. The Lenders hereby also consent to such amendments to the Security Documents as are contemplated by the Credit Agreement (as amended hereby).

Section 2. Representations and Warranties, No Default . The Borrower hereby represents and warrants that as of the Amendment 1 Effective Date, after giving effect to the amendments set forth in this Amendment 1, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such

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representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date ( provided that representations and warranties that are qualified by materiality shall be true and correct in all respects).

Section 3. Effectiveness . Section 1 of this Amendment shall become effective on the date (such date, if any, the “ Amendment 1 Effective Date ”) that the following conditions have been satisfied:

(i) the Administrative Agent shall have received executed signature pages hereto from (a) Lenders constituting (x) the Required Lenders, (y) the Majority Facility Lenders under the U.S. Revolving Facility and (z) the Majority Facility Lenders under the Canadian Revolving Facility and (b) each Loan Party;

(ii) the Administrative Agent shall have received from the Borrower a non-refundable fee (the “ Consent Fee ”), for the account of each Lender that has delivered an executed signature page hereto on or prior to 2:00 p.m., New York time, August 4, 2009 (the “ Consent Deadline ”), equal to 0.05% of the sum of (a) the principal amount of Term Loans of such Lender at the Consent Deadline and (b) the Revolving Commitments of such Lender at the Consent Deadline (but after giving effect to the reduction in Revolving Commitments contemplated by clause (iv) below);

(iii) the Administrative Agent shall have received (a) the executed legal opinion of Squire, Sanders & Dempsey L.L.P., special U.S. counsel to Cedar Fair LP and its Subsidiaries, (b) the executed legal opinion of Simpson Thacher and Bartlett LLP, special U.S. counsel to Cedar Fair LP and (c) the executed legal opinion of Fasken Martineau DuMoulin LLP, special Canadian counsel to Cedar Fair LP and its Subsidiaries, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;

(iv) the Administrative Agent shall have received from (a) the U.S. Borrower a notice pursuant to Section 3.6 of the Credit Agreement that the U.S. Borrower is electing to reduce the U.S. Revolving Commitments on the Amendment 1 Effective Date by $30,000,000 and (b) the Canadian Borrower a notice pursuant to Section 3.6 of the Credit Agreement that the Canadian Borrower is electing to reduce the Canadian Revolving Commitments on the Amendment 1 Effective Date by $5,000,000; and

(v) the Borrowers shall have paid all fees owing to the Administrative Agent, the Canadian Administrative Agent and the Amendment 1 Lead Arranger (as defined in Exhibit A ) and all reasonable and documented fees and expenses of the Administrative Agent, the Canadian Administrative Agent and the Amendment 1 Lead Arranger (including reasonable and documented fees and expenses of counsel) in connection with the negotiation, execution and delivery of this Amendment and related matters.

Section 4. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so

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executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 5. Applicable Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6. Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 7. Effect of Amendment . Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent or the Issuing Lenders, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

[Signature Page to Amendment]

[Signature Page to Amendment]

EXECUTION VERSION Exhibit A

 

$2,081,275,000

AMENDED AND RESTATED CREDIT AGREEMENT

among

CEDAR FAIR, L.P.,

as U.S. Borrower,

3147010 NOVA SCOTIA COMPANY

as Canadian Borrower,

The Several Lenders

from Time to Time Parties Hereto,

BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Co Documentation Agents,

GE CANADA FINANCE HOLDING COMPANY,

as Canadian Administrative Agent,

NATIONAL CITY (CANADIAN BRANCH OF NATIONAL CITY BANK),

as Canadian Syndication Agent

FIFTH THIRD BANK,

as Canadian Documentation Agent

and

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent and Collateral Agent

Dated as of February 15, 2007,

 

BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner in connection with the

amendment and restatement contemplated hereby

and

BEAR, STEARNS & CO. INC.,

as Initial Sole Bookrunner and Initial Joint Lead Arranger

and

KEYBANK NATIONAL ASSOCIATION,

as Initial Joint Lead Arranger

and

J.P. MORGAN SECURITIES INC.,

as Amendment 1 Lead Arranger

 

TABLE OF CONTENTS

 

 

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ANNEX :

 

SCHEDULES :

 

EXHIBITS :

 

 

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AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 15, 2007 (this “ Agreement ”), among CEDAR FAIR, L.P., a Delaware limited partnership (the “ U.S. Borrower ” or “ Cedar Fair LP ”) and 3147010 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability company (the “ Canadian Borrower ”) (collectively, the “ Borrowers ” and, individually, a “ Borrower ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), BEAR, STEARNS & CO. INC. (“ Bear Stearns ”), as sole lead arranger and sole bookrunner in connection with the amendment and restatement contemplated by this Agreement (in such capacity, the “ Lead Arranger ”), BEAR STEARNS and KEYBANK NATIONAL ASSOCIATION, as initial joint lead arrangers (collectively, in such capacity, the “ Initial Lead Arrangers ”), BEAR STEARNS, as sole bookrunner (in such capacity, the “ Initial Sole Bookrunner ”), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, and together with its successors, the “ Syndication Agent ”), WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as co documentation agents (collectively, in such capacity, the “ Co Documentation Agents ”), GE CANADA FINANCE HOLDING COMPANY, as Canadian administrative agent (in such capacity, and together with its successors, the “ Canadian Administrative Agent ”), NATIONAL CITY (CANADIAN BRANCH OF NATIONAL CITY BANK), as Canadian syndication agent (in such capacity, the “ Canadian Syndication Agent ”), FIFTH THIRD BANK, as Canadian documentation agent (in such capacity, the “ Canadian Documentation Agent ”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, and together with its successors, the “ Administrative Agent ”) and as collateral agent (in such capacity, and together with its successors, the “ Collateral Agent ”).

WHEREAS, on June 30, 2006 (the “ Original Closing Date ”), the U.S. Borrower, certain of the Lenders, and Bear Stearns Corporate Lending Inc., as administrative agent, among others, entered into a Credit Agreement (the “ Original Credit Agreement ”), pursuant to which (a) certain of the Lenders thereunder (the “ Original Revolving Lenders ”) agreed to extend credit to the U.S. Borrower on a revolving credit basis, in an aggregate principal amount of up to One Hundred Fifty Million Dollars ($150,000,000) (the “ Original Revolving Commitment ”) and (b) certain of the Lenders thereunder (the “ Original Term Lenders ”) made term loans to the U.S. Borrower in an aggregate principal amount of One Billion Seven Hundred Forty Five Million Dollars ($1,745,000,000) (the “ Original Term Loans ”).

WHEREAS, effective as of August 30, 2006 (the “ First Restatement Date ”), the U.S. Borrower, the Canadian Borrower, certain of the Lenders, the Syndication Agent, the Co-Documentation Agents, the Canadian Administrative Agent, the Canadian Syndication Agent, the Canadian Documentation Agent, the Administrative Agent and the Collateral Agent, among others, amended and restated the Original Credit Agreement (such amended and restated agreement, the “ First Restated Credit Agreement ”), such that, among other things, (a) the U.S. Revolving Lenders (as defined below) agreed to extend to the U.S. Borrower on a revolving credit basis, in an aggregate principal amount of up to Three Hundred Ten Million Dollars ($310,000,000), (b) the Canadian Revolving Lenders (as defined below) agreed to extend to the Canadian Borrower, in U.S. Dollars or Canadian Dollars, on a revolving credit basis, in an aggregate principal amount of up to Thirty Five Million Dollars ($35,000,000), and (c) certain of the Lenders (the “ Existing U.S. Term Lenders ”) agreed to permit the U.S. Borrower to repay a portion of the Original Term Loans in an aggregate principal amount of Two Hundred Seventy Million Dollars ($270,000,000) and to permit the Canadian Borrower to borrow such principal amount from certain of the Lenders (the “ Existing Canadian Term Lenders ”), such that the aggregate principal amount of U.S. Term Loans owing by the U.S. Borrower was equal to One Billion Four Hundred Seventy Five Million Dollars ($1,475,000,000) (the “ Existing U.S. Term Loans ”) and the aggregate principal amount of Canadian Term Loans owing by the Canadian Borrower was equal to Two Hundred Seventy Million Dollars ($270,000,000) (the “ Existing Canadian Term Loans ”).

WHEREAS, the U.S. Borrower and the Canadian Borrower desire that certain of the Lenders and the other parties hereto agree to amend and restate the First Restated Credit Agreement in its entirety to: (i) establish U.S. Term Loans to be extended hereunder; (ii) establish Canadian Term Loans to be extended hereunder; and (iii) make certain other changes as more fully set forth herein, which amendment and restatement shall become effective upon the Second Restatement Date.

WHEREAS, the Required Lenders have, on or prior to the Second Restatement Date, authorized the Administrative Agent to execute this Agreement.

WHEREAS, the Borrowers are delivering irrevocable notices to the Administrative Agent and the Canadian Administrative Agent in accordance with the terms of Section 4.1 of the First Restated Agreement stating the Borrowers’ intent to, as the case may be, optionally prepay or be deemed to have optionally prepaid in full the Existing U.S. Terms Loans and Existing Canadian Term Loans outstanding under the First Restated Agreement.

WHEREAS, (a) the U.S. Term Lenders party hereto have agreed to extend U.S. Term Loans hereunder in an amount up to their respective U.S. Term Commitments in accordance with Section 2.1, the proceeds of which shall, as the case may be, optionally prepay or be deemed to have optionally prepaid in full the Existing U.S. Term Loans on the Second Restatement Date and (b) the Canadian Term Lenders party hereto have agreed to extend Canadian Term Loans hereunder in an amount up to their respective Canadian Term Commitments in accordance with Section 2.1, the proceeds of which shall be used to refinance in full the Existing Canadian Term Loans on the Second Restatement Date.

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the Original Credit Agreement and the First Restated Credit Agreement and that this Agreement amend and restate in its entirety the First Restated Credit Agreement.

NOW THEREFORE, in consideration of the foregoing, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ Acceptance Fee ”: a fee payable by the Canadian Borrower with respect to the acceptance of a Bankers’ Acceptance by a Canadian Revolving Lender or Replacement Revolving Lender under any Replacement Revolving Facility of the Canadian Borrower under this Agreement, as set forth in Section 4.5(e) and as such fee is set forth in the definition of “Applicable Margin” or, with respect to any Replacement Revolving Facility, in the applicable Replacement Revolving Facility Amendment .

“ Acquisition ”: Cedar Fair LP’s acquisition of 100% of the outstanding Capital Stock of the Target in accordance with the terms of the Acquisition Documentation.

“ Acquisition Agreement ”: the Purchase Agreement, dated as of May 22, 2006, among Bombay Hook LLC, CBS Corporation and Cedar Fair LP.

“ Acquisition Documentation ”: collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“ Addendum ”: an instrument, substantially in the form of Exhibit A-1, by which a Revolving Lender became a party to this Agreement as of the First Restatement Date, or by which a Term Lender becomes a party to this Agreement as of the Second Restatement Date.

“Additional First Lien Collateral Agent”: as defined in the First Lien Intercreditor Agreement.

“ Adjustment Date ”: as defined in the Pricing Grid.

“ Administrative Agent ”: as defined in the preamble to this Agreement.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the

 

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election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agents ”: the collective reference to the Syndication Agent, the Co Documentation Agents, the Lead Arranger, the Initial Lead Arrangers, the Amendment 1 Lead Arranger, the Collateral Agent, the Canadian Syndication Agent, the Canadian Documentation Agent, the Canadian Administrative Agent and the Administrative Agent, which term shall include, for purposes of Section 10 only, the each Issuing Lender and the each Swing Line Lender.

“ Aggregate Exposure ”: with respect to any Lender at any time, an amount equal to the sum of (a) the amount of such Lender’s Term Commitments then in effect or, if the Term Commitments have terminated, the aggregate then unpaid principal amount of such Lender’s Term Loans and (b) the amount of such Lender’s Revolving Commitment Commitments then in effect or, if the Revolving Commitments have terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding, in the case of any Revolving Loans made or Letters of Credit issued in Canadian Dollars, based on the Dollar Equivalent of such Revolving Loans or Letters of Credit.

“ Aggregate Exposure Percentage ”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Agreement ”: this Amended and Restated Credit Agreement.

“Amendment 1”: Amendment No. 1, dated as of August 12, 2009, to this Agreement.

“Amendment 1 Effective Date”: August 12, 2009.

“Amendment 1 Lead Arranger”: J.P. Morgan Securities Inc.

“ Anti Terrorism Law ”: means the USA Patriot Act or any other law pertaining to the prevention of future acts of terrorism, in each case as such law may be amended from time to time.

“ Applicable Margin ”: for each Type of Loan (other than Refinancing Term Loans, Extended Term Loans, Replacement Revolving Loans and Replacement Swing Line Loans which shall have Applicable Margins as set forth in the applicable Refinancing Term Loan Amendment, Term Loan Extension Amendment or Replacement Revolving Facility Amendment, as applicable) , the rate per annum set forth under the relevant column heading below:

 

 

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; provided , that, (i)  on and after the first Adjustment Date (as defined in the Pricing Grid) occurring after the completion of two full fiscal quarters of Cedar Fair LP after the First Restatement Date, the Applicable Margin with respect to U.S. Revolving Loans, U.S. Swing Line Loans, Canadian Revolving Loans, Canadian Swing Line Loans and the Acceptance Fee will be determined pursuant to the Pricing Grid and (ii) in the event that the Applicable Margin (including, solely for purposes of this subclause (ii), upfront fees, and original issue discount based on an assumed three year life to maturity as determined by the Administrative Agent) on any Extended Term Loans under any Extended Term Facility or Refinancing Term Loans under any Refinancing Term Facility exceeds the Applicable Margins (as determined above) for the U.S. Term B Loans or the Canadian Term B Loans, the Applicable Margins set forth above for the U.S. Term B Loans and/or the Canadian Term B Loans , as applicable, shall be increased from those provided above so that the Applicable Margins (as determined above) for the U.S. Term B Loans and Canadian Term B Loans are equal to the Applicable Margins (as determined above) for such Extended Term Loans or Refinancing Term Loans. Any change in the Applicable Margins for the U.S. Term B Loans or Canadian Term B Loans based on a change in the Ratings Condition shall become effective on the first Business Day following the first public announcement by the applicable ratings agency of a change in Cedar Fair’s credit ratings that causes a change in the status of the satisfaction of the Ratings Condition .

“ Application ”: an application, in such form as the applicable Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.

“ Approved Fund ”: as defined in Section 11.6.

“ Asset Sale ”: any Disposition of (a) Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 8.5) that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non cash proceeds) in excess of $3,000,000 or (b) any Capital Stock of any Subsidiary or series of related Dispositions of Capital Stock of any Subsidiary (in either case, whether through the sale or issuance thereof or otherwise), excluding any such Disposition permitted by clause (d) of Section 8.5, that yields gross proceeds to any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $3,000,000.

“ Assignee ”: as defined in Section 11.6(b).

“ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit B.

“ Available Canadian Revolving Commitment ”: as to any Canadian Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Canadian Revolving Commitment then in effect over (b) such Lender’s Canadian Revolving Extensions of Credit then outstanding; provided that, in calculating any Lender’s Canadian Revolving Extensions of Credit for the purpose of determining such Lender’s Available Canadian Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of Canadian Swing Line Loans then outstanding shall be deemed to be zero.

“ Available Cash Flow ”: for any fiscal quarter of Cedar Fair LP, the amount (which may be negative), of the following, without duplication, (a) (i) Consolidated EBITDA for such fiscal quarter plus (ii) any decrease in Consolidated Working Capital for such fiscal quarter minus (b) the sum, without duplication, of (i) taxes paid in cash during such fiscal quarter, (ii) cash interest expense and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans) to the extent paid in cash during such fiscal quarter (other than in respect of closing fees and expenses paid in connection with the Facilities on or about the Second Restatement Date, the First Restatement Date and/or the Original Closing Date), (iii) the aggregate amount actually paid by Cedar Fair LP and its Subsidiaries in cash during such fiscal quarter on account of Capital Expenditures and, other than for purposes of calculating Available Cash Flow under Section 4.2(d), Permitted Acquisitions or Investments permitted under Section 8.7(k) (excluding the principal amount of Indebtedness (other than Revolving Loans and Swing Line Loans) incurred to finance such expenditures (but including repayments of any such Indebtedness made in cash during such fiscal quarter, other than any such repayments made with the proceeds of other Indebtedness) and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount or issuance of Capital Stock of Cedar Fair LP), (iv) the aggregate amount of all prepayments of

 

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Revolving Loans and Swing Line Loans during such fiscal quarter to the extent accompanied by permanent reductions of the Revolving Commitments (except to the extent of any corresponding establishment of Replacement Revolving Commitments) and all optional prepayments of the Term Loans (and, other than for purposes of calculating Available Cash Flow under Section 4.2(d), prepayments of other Indebtedness permitted hereunder, unless such repayment is made from the proceeds of other Indebtedness permitted hereunder or from the proceeds of any issuance of Capital Stock of Cedar Fair LP (or other capital contribution to Cedar Fair LP) to (or by) entities other than Loan Parties if such issuance or contribution is otherwise permitted hereunder; provided that any such repayment of a revolving loan shall be deducted pursuant to this clause (b) only to the extent accompanied by a corresponding permanent reduction in the commitments applicable to such revolving loans) during such fiscal quarter, (v) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including the Term Loans) of Cedar Fair LP and its Subsidiaries made during such fiscal quarter (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (vi) any increase in Consolidated Working Capital for such fiscal quarter, and (vii) transaction costs and other non recurring expenses paid in cash by Cedar Fair LP and its Subsidiaries during such fiscal quarter, to the extent excluded in calculating such Consolidated EBITDA, other than in respect of fees paid and expenses incurred in connection with the Transaction.

“ Available Cash Flow Application Date ”: as defined in Section 4.2(d).

“ Available Distributable Cash ”: for any Quarterly Distribution Date, without duplication, an amount equal to, for the period commencing on the Original Closing Date and ending on the Reference Date for such Quarterly Distribution Date,

(a) the aggregate cumulative amount of (i) without duplication, all Available Cash Flow for all fiscal quarters ending during such period plus (ii) Net Cash Proceeds from the issuance of Capital Stock of Cedar Fair LP or any capital contributions to Cedar Fair LP received during such period that have not been used to fund Capital Expenditures, Permitted Acquisitions, Investments pursuant to Section 8.7(k), or to repay the Term Loans, the Revolving Loans (to the extent that the Revolving Commitments are permanently reduced by a corresponding amount), Replacement Revolving Loans (to the extent that the Replacement Revolving Commitments are permanently reduced by a corresponding amount), or any other Indebtedness (to the extent such prepayment is otherwise permitted hereunder),

minus

(b) the aggregate cumulative amount of (i) any and all Restricted Payments made during such period pursuant to Section 8.6 (c), plus (ii) any and all prepayments of the Loans made or, without duplication, required to be made during such period pursuant to Section 4.2(d);

provided , Available Distributable Cash, shall be adjusted as necessary, upon the delivery of financial statements in accordance with Section 7.1(a) or (b), in order to give effect to any variation in the amounts set forth in such financial statements as compared to the corresponding amounts in any previously delivered Quarterly Distribution Certificate pursuant to Section 7.1(c).

“Available Replacement Revolving Commitment”: as to any Replacement Revolving Lender at any time under any Replacement Revolving Facility, an amount equal to the excess, if any, of (a) such Lender’s Replacement Revolving Commitment then in effect under such Replacement Revolving Facility over (b) such Lender’s Replacement Revolving Extensions of Credit then outstanding under such Replacement Revolving Facility; provided that, in calculating any Lender’s Replacement Revolving Extensions of Credit under any Replacement Revolving Facility for the purpose of determining such Lender’s Available Replacement Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of Replacement Swing Line Loans then outstanding under such Replacement Revolving Facility shall be deemed to be zero.

“ Available U.S. Revolving Commitment ”: as to any U.S. Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s U.S. Revolving Commitment then in effect over (b) such Lender’s U.S. Revolving Extensions of Credit then outstanding; provided that, in calculating any Lender’s U.S. Revolving Extensions of Credit for the purpose of determining such Lender’s Available U.S. Revolving Commitment pursuant

 

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to Section 3.5, the aggregate principal amount of U.S. Swing Line Loans then outstanding shall be deemed to be zero.

“ BA Equivalent Loan ”: a Canadian Revolving Loan (or Replacement Revolving Loan to the Canadian Borrower) made by a Non BA Lender evidenced by a Discount Note.

“ BA Loan ”: a Canadian Revolving Loan (or Replacement Revolving Loan to the Canadian Borrower) made by way of the issuance of Bankers’ Acceptances.

“ Bankers’ Acceptance ” and “ B/A ”: each means a bill of exchange, including a depository bill issued in accordance with the Depository Bills and Notes Act (Canada), denominated in Canadian Dollars, drawn by the Canadian Borrower and accepted by a Canadian Lender, and includes a Discount Note.

“ Base Rate ”: for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. For purposes hereof: “ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by KeyBank National Association as its prime rate in effect at its principal office in Cleveland, Ohio (the Prime Rate not being intended to be the lowest rate of interest charged by KeyBank National Association in connection with extensions of credit to debtors). Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Base Rate Loans ”: Loans the rate of interest applicable to which is based upon the Base Rate or, with respect to Canadian Revolving Loans (or Replacement Revolving Loans to the Canadian Borrower) , the U.S. Base Rate in Canada.

“ Benefitted Lender ”: as defined in Section 11.7(a).

“ Blocked Person ”: as defined in Section 5.31.

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Borrower ” and “ Borrowers ”: as defined in the preamble to this Agreement.

“ Borrower Credit Agreement Obligations ”: as defined in the Guarantee and Collateral Agreement.

“ Borrowing Date ”: any Business Day specified by the applicable Borrower as a date on which the applicable Borrower requests the relevant Lenders to make Loans hereunder.

“ Borrowing Notice ”: with respect to any request for the borrowing of Loans hereunder, a notice from the applicable Borrower, substantially in the form of, and containing the information prescribed by, Exhibit J, delivered to the Canadian Administrative Agent or the Administrative Agent, as applicable.

“ Business ”: as defined in Section 5.17(b).

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City or (solely with respect to all notices and determinations in connection with, and payments of principal and interest on, Canadian Term Loans or Canadian Revolving Extensions of Credit (or Replacement Revolving Extensions of Credit to the Canadian Borrower) ) Toronto, Ontario are authorized or required by law to close, provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the London interbank eurodollar market.

“ Canadian Administrative Agent ”: as defined in the preamble hereto.

 

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“ Canadian Benefit Plans ”: all material employee benefit plans maintained or contributed to by any Group Member formed in Canada that are not Canadian Pension Plans including, without limitation, all profit sharing, savings, supplemental retirement, retiring allowance, severance, pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, supplementary unemployment benefit plans or arrangements and all material life, health, dental and disability plans and arrangements in which the employees or former employees of any Group Member employed in Canada participate or are eligible to participate, in each case whether written or oral, funded or unfunded, insured or self insured, reported or unreported, but excluding all stock option or stock purchase plans.

“ Canadian Borrower ”: as defined in the preamble hereto; provided that, upon the amalgamation of 3147010 Nova Scotia Company and Canada’s Wonderland Company in compliance with Section 8.4(a), the “Canadian Borrower” shall be the Nova Scotia unlimited liability company resulting from such amalgamation.

“ Canadian Documentation Agent ”: as defined in the preamble hereto.

“ Canadian Dollar ” and “ Cdn. $ ”: lawful currency of Canada.

“ Canadian Facilities ”: collectively, the Canadian Term Facility and , the Canadian Revolving Facility , the Canadian Term B Facility, any Replacement Revolving Facility of the Canadian Borrower, any Extended Term Facility of the Canadian Borrower and any Refinancing Term Facility of the Canadian Borrower .

“ Canadian Guarantee Agreement ”: the Canadian Guarantee Agreement executed and delivered by Canada’s Wonderland Company, a Nova Scotia unlimited liability company, substantially in the form of Exhibit O.

“ Canadian Guarantor ”: (i) Canada’s Wonderland Company (unless and until amalgamated with 3147010 Nova Scotia Company), (ii) Cedar Fair LP, (iii) the Subsidiary Guarantors, and (iv) each other Subsidiary of Cedar Fair LP or the Canadian Borrower other than (y) any such other Subsidiary that is not a Material Subsidiary and (z) the Canadian Borrower.

“ Canadian Issuing Lender ”: Royal Bank of Canada, or any other Canadian Revolving Lender from time to time designated by the Canadian Borrower as the Canadian Issuing Lender with the consent of such Canadian Revolving Lender and the Canadian Administrative Agent.

“ Canadian L/C Obligations ”: at any time, an amount equal to the sum of (a) the then aggregate undrawn and unexpired amount of the then outstanding Canadian Letters of Credit and (b) the aggregate amount of drawings under the Canadian Letters of Credit that have not then been reimbursed pursuant to Section 3.11.

“ Canadian L/C Participants ”: with respect to any Canadian Letter of Credit, the collective reference to the Canadian Revolving Lenders other than the Canadian Issuing Lender that issued such Canadian Letter of Credit.

“ Canadian L/C Sub Commitment ”: Five Million Dollars ($5,000,000).

“ Canadian Lenders ”: each of the Canadian Revolving Lenders and , the Canadian Term Lenders , the Canadian Term B Lenders and any Lender with a Replacement Revolving Commitment, Extended Term Loan or Refinancing Term Loan, in each case, of the Canadian Borrower , collectively.

“ Canadian Letters of Credit ”: as defined in Section 3.7(b).

“ Canadian Loans ”: each of the Canadian Revolving Loans and , the Canadian Term Loans , the Canadian Term B Loans and any Replacement Revolving Loans, Extended Term Loans and Refinancing Term Loans, in each case, of the Canadian Borrower , collectively.

“ Canadian Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Canadian Loans and Canadian Reimbursement Obligations (and Replacement Reimbursement Obligations of the Canadian Borrower) and interest accruing after the filing of any petition in

 

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bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Canadian Borrower, whether or not a claim for post filing or post petition interest is allowed in such proceeding) the Canadian Loans, the Canadian Reimbursement Obligations (and Replacement Revolving Commitments of the Canadian Borrower) and all other obligations and liabilities of the Canadian Borrower to the Canadian Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Canadian Letters of Credit (or Replacement Letters of Credit issued pursuant to any Replacement Revolving Facility of the Canadian Borrower) or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Lead Arrangers, to the Agents or to any Lender that are required to be paid by the Canadian Borrower pursuant hereto or thereto) or otherwise.

“ Canadian Payment Office ”: the office specified from time to time by the Canadian Administrative Agent as its payment office by notice to Cedar Fair LP, the Canadian Borrower and the Canadian Lenders.

“ Canadian Pension Plans ”: any plan, program or arrangement which is considered to be a pension plan for the purposes of any applicable pension benefits standards, or tax, statute and/or regulation in Canada or any province or territory thereof established, maintained or contributed to by, or to which there is or may be an obligation to contribute by, any Group Member, their respective employees or former employees, in each case whether written or oral, funded or unfunded, insured or self insured, reported or unreported.

“ Canadian Prime Rate ”: on any day the greater of:

(a) the annual rate of interest quoted from time to time in the “Report on Business” section of The Globe and Mail as being “Canadian Prime Rate”, “chartered bank prime rate” or words of similar description; and

(b) the CDOR Rate in effect from time to time plus 100 basis points per annum.

Any change in the Canadian Prime Rate shall be effective as of the opening of business on the date the change becomes effective generally.

“ Canadian Prime Rate Loans ”: Canadian Loans which are denominated in Canadian Dollars and in respect of which the Canadian Borrower is obligated to pay interest in accordance with Section 4.5 at the Canadian Prime Rate plus the Applicable Margin.

“ Canadian Property ” any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, in each case as and while located in Canada, including, without limitation, the Capital Stock of any Person formed and existing under the laws of Canada or any territory, province or subdivision thereof.

“ Canadian Refunded Swing Line Loans ”: as defined in Section 3.4(g).

“ Canadian Refunding Date ”: as defined in Section 3.4(h).

“ Canadian Reimbursement Obligations ”: the Reimbursement Obligations owing by the Canadian Borrower pursuant to the Canadian Revolving Facility .

“ Canadian Revolving Commitment ”: as to any Canadian Revolving Lender, the obligation of such Lender, if any, to make Canadian Revolving Loans and participate in Canadian Swing Line Loans and Canadian Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Canadian Revolving Commitment” under such Lender’s name on such Lender’s Addendum or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of Canadian Revolving Commitments as of the Second Restatement Date is Thirty Five Million Dollars ($35,000,000).

 

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“ Canadian Revolving Credit Percentage ”: as to any Canadian Revolving Lender at any time, the percentage which such Lender’s Canadian Revolving Commitment then constitutes of the aggregate Canadian Revolving Commitments (or, at any time after the Canadian Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Canadian Revolving Extensions of Credit then outstanding constitutes of the amount of the aggregate Canadian Revolving Extensions of Credit then outstanding).

“ Canadian Revolving Extensions of Credit ”: as to any Canadian Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Canadian Revolving Loans (including those made by way of BA Loans calculated at the face amount of the Bankers’ Acceptances issued in connection therewith) made by such Lender then outstanding, (b) such Lender’s Canadian Revolving Credit Percentage of the Canadian L/C Obligations then outstanding and (c) such Lender’s Canadian Revolving Credit Percentage of the Canadian Swing Line Loans then outstanding.

“ Canadian Revolving Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ Canadian Revolving Lender ”: each Lender that has a Canadian Revolving Commitment or that is the holder of Canadian Revolving Loans, including, if applicable, institutions that, in separate capacities, serve as the Canadian Issuing Lender.

“ Canadian Revolving Loans ”: as defined in Section 3.1(b).

“ Canadian Revolving Note ”: as defined in Section 4.14(d).

“ Canadian Secured Parties ”: the collective reference to the Lenders under the Canadian Facilities, the Collateral Agent (in its capacity as agent for the other Canadian Secured Parties), the Canadian Administrative Agent, the Canadian Documentation Agent, the Canadian Syndication Agent, the Qualified Counterparties under Specified Agreements entered into by the Canadian Borrower or any of its Subsidiaries, the Canadian Issuing Lenders and , any Replacement Issuing Lender under any Replacement Revolving Facility of the Canadian Borrower, the Canadian Swing Line Lender and any Replacement Swing Line Lender under any Replacement Revolving Facility of the Canadian Borrower .

“ Canadian Security Documents ”: collectively, (a) the Debenture (Canada), the Security Agreement (Canada), and the Notice of Security Interest in IP (Canada), in each case, between each of the Loan Parties having Canadian Property and the Collateral Agent, (b) the Canadian Guarantee Agreement, and (c) all other documents delivered to the Collateral Agent granting or perfecting a Lien on Canadian Property of any Person, including all financing statements filed in connection therewith, any intellectual property security agreements, blocked account agreements or control agreements that may be required to be delivered pursuant to this Agreement or any other Loan Document with respect to such Canadian Property, and all other security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on such Canadian Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“ Canadian Swing Line Lender ”: GE Canada Finance Holding Company, and each other Lender that has a Canadian Swing Line Sub Commitment or that is a holder of Canadian Swing Line Loans; provided , that there shall be no more than one Canadian Swing Line Lender at any time.

“ Canadian Swing Line Loans ”: as defined in Section 3.3(c).

“ Canadian Swing Line Note ”: as defined in Section 4.14(d).

“ Canadian Swing Line Participation Amount ”: as defined in Section 3.4(h).

“ Canadian Swing Line Sub Commitment ”: the obligation of the Canadian Swing Line Lender to make Canadian Swing Line Loans pursuant to Section 3.4 in an aggregate principal amount at any one time outstanding not to exceed Five Million Dollars ($5,000,000).

 

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“ Canadian Syndication Agent ”: as defined in the preamble hereto.

“Canadian Term B Credit Percentage”: as to any Canadian Term B Lender at any time, the percentage which the aggregate principal amount of such Lender’s Canadian Term B Loans then outstanding constitutes of the aggregate principal amount of Canadian Term B Loans then outstanding.

“Canadian Term B Facility”: as defined in the definition of “Facility” in this Section 1.1.

“Canadian Term B Lender”: each Lender that is the holder of Canadian Term B Loans.

“Canadian Term B Loans”: as defined in Section 2.1(c). The aggregate amount of Canadian Term B Loans as of the Amendment 1 Effective Date is Sixty Four Million Sixty Five Thousand Nine Hundred Forty Eight Dollars ($64,065,948.00).

“Canadian Term B Note”: as defined in Section 4.14(d).

“ Canadian Term Commitment ”: as to any Canadian Term Lender, the obligation of such Lender, if any, to make a Canadian Term Loan in an aggregate principal amount not to exceed the amount set forth (i) under the heading “Canadian Term Commitment” opposite such Lender’s name on Schedule 1 to such Lender’s Lender Addendum, (ii) on such Lender’s Lender Authorization or (iii) in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of Canadian Term Commitments as of the Second Restatement Date is Two Hundred Sixty-Eight Million Six Hundred Fifty Thousand Dollars ($268,650,000).

“ Canadian Term Credit Percentage ”: as to any Canadian Term Lender at any time, the percentage which such Lender’s Canadian Term Commitment then constitutes of the aggregate Canadian Term Commitments (or, at any time after the Canadian Term Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Canadian Term Loans then outstanding constitutes of the amount of the aggregate principal amount of Canadian Term Loans then outstanding).

“ Canadian Term Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ Canadian Term Lender ”: each Lender that has a Canadian Term Commitment or that is the holder of Canadian Term Loans.

“ Canadian Term Loans ”: as defined in Section 2.1. 2.1(a).

“ Canadian Term Note ”: as defined in Section 4.14(d).

“ Capital Expenditures ”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“ Capital Lease Obligations ”: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

 

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“ Cash Equivalents ”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government, the Canadian Government or issued by any agency thereof and backed by the full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or by a bank listed in Schedule I of the Bank Act (Canada) and having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A 1 by Standard & Poor’s Ratings Services (“ S&P ”) or P 1 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States or Canada; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, province, commonwealth or territory of the United States or Canada, by any political subdivision or taxing authority of any such state, province, commonwealth or territory or by any foreign government, the securities of which state, province, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or Al by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a 7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ CDOR Rate ”: on any day, the annual rate of interest which is the arithmetic average of the “BA 1 month” (or, in the context of the definition of “Discount Rate”, the 1, 2, 3 or 6 month) rates applicable to Canadian Dollar Bankers’ Acceptances issued by Schedule I Lenders identified as such on the Reuters Screen CDOR Page at approximately 10:00 a.m. (Toronto time) on such day (as adjusted by the Canadian Administrative Agent after 10:00 a.m. to reflect any error in any posted rate or in the posted average annual rate). If the rate does not appear on the Reuters Screen CDOR Page as contemplated above, then the CDOR Rate on any day shall be calculated as the arithmetic average of the discount rates applicable to one month (or, in the context of the definition of “Discount Rate”, the 1, 2, 3 or 6 month) Canadian Dollar Bankers’ Acceptances of, and as quoted by, any two of the Schedule I Lenders, chosen by the Canadian Administrative Agent in its discretion, as of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day. If less than two Schedule I Lenders quote the aforementioned rate, the CDOR Rate shall be the arithmetic mean (rounded upward to the nearest basis point) of the rates quoted by The Bank of Nova Scotia, Royal Bank of Canada and Canadian Imperial Bank of Commerce.

“ Cedar Fair LP ”: as defined in the preamble to this Agreement.

“ Charges ”: as defined in Section 11.18.

“ Co Documentation Agents ”: as defined in the preamble to this Agreement.

“ Code ”: the Internal Revenue Code of 1986, as amended from time to time, together with the rules and regulations promulgated thereunder.

“ Collateral ”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“ Collateral Agent ”: as defined in the preamble to this Agreement.

“ Commitment ”: as to any Lender, the sum of the Term Commitments , the Revolving Commitments and the Replacement Revolving Commitments of such Lender.

 

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“ Commitment Fee Rate ”: (i) with respect to the U.S. Revolving Facility and the Canadian Revolving Facility, 0.50% per annum; provided that, on and after the first Adjustment Date occurring after the completion of two full fiscal quarters of Cedar Fair LP after the First Restatement Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid and (ii) with respect to any Replacement Revolving Facility, as specified in the applicable Replacement Revolving Facility Amendment .

“ Commitment Letter ”: that certain Commitment Letter, dated May 22, 2006, among Cedar Fair LP, Bear Stearns Corporate Lending Inc. and Bear, Stearns & Co. Inc.

“ Commonly Controlled Entity ”: any entity, whether or not incorporated, that is under common control with either Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes either Borrower and that is treated as a single employer under Section 414 of the Code.

“ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit C.

“ Conduit Lender ”: any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and Cedar Fair LP (which consent shall not be unreasonably withheld); provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment.

“ Confidential Information Memorandum ”: the Confidential Information Memorandum dated June 2006 and furnished to the Lenders.

“ Consolidated Current Assets ”: at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Cedar Fair LP and its Subsidiaries at such date.

“ Consolidated Current Liabilities ”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Cedar Fair LP and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of Cedar Fair LP and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans or Swing Line Loans to the extent otherwise included therein.

“ Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts, debt extinguishment costs and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non cash compensation expenses arising from the issuance of stock, options to purchase stock and stock appreciation rights and other equity-based compensation to the management of Cedar Fair LP, (g) fees, commissions, expenses, debt extinguishment costs and other costs incurred in connection with the Transaction and, after the Original Closing Date, transactions costs and customary fees to third parties incurred in connection with the issuance of stock or the issuance or incurrence of debt for borrowed money, (h) any other non recurring, non cash charges, non cash expenses or non cash losses of Cedar Fair LP or any of its Subsidiaries for such period (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period), (i) other than for purposes of calculating Available Cash Flow and Available Distributable Cash, non-recurring cash restructuring charges and expenses incurred in connection with the Acquisition (including, without limitation, employee severance payments and contract and

 

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license termination payments) in an aggregate amount not to exceed $15,000,000 for all such restructuring charges, and (j) proceeds of business interruption insurance and any expenses reimbursed by third parties (in each case, only to the extent actually received in cash and only to the extent not included in calculating Consolidated Net Income), provided, however, that cash payments made in such period or in any future period in respect of such non cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made, and minus , to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP and (c) any other non cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (h) above), all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”) pursuant to any determination of the Consolidated Leverage Ratio or LTM EBITDA, (i) if at any time during such Reference Period Cedar Fair LP or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period Cedar Fair LP or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma (as determined in a manner reasonably acceptable to the Syndication Agent) effect thereto as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition ” means the Acquisition and any other acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by Cedar Fair LP and its Subsidiaries in excess of $5,000,000; and “ Material Disposition ” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to Cedar Fair LP or any of its Subsidiaries in excess of $5,000,000. Notwithstanding the foregoing, solely for the purposes of calculating compliance with Section 8.1, Consolidated EBITDA for the period ending on each of the following dates shall be increased by the following additional amounts: Fiscal Q3 2006, an additional amount equal to $7,500,000; Fiscal Q4 2006, an additional amount equal to $5,000,000; and Fiscal Q1 2007, an additional amount equal to $2,500,000.

“ Consolidated Fixed Charge Coverage Ratio ”: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Fixed Charges for such period.

“ Consolidated Fixed Charges ”: for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period (other than fees, commissions, expenses, debt extinguishment costs and other costs incurred in connection with the Transaction), (b) income taxes paid in cash during such period, and (c) Capital Expenditures paid in cash during such period (excluding such amounts paid with Reinvestment Deferred Amounts and other amounts reimbursed by a third party that is not a Group Member to the extent received in cash and excluding Capital Expenditures constituting all or a portion of a Permitted Acquisition).

“ Consolidated Interest Expense ”: for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of Cedar Fair LP and its Subsidiaries for such period with respect to all outstanding Indebtedness of Cedar Fair LP and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP); provided that Consolidated Interest Expense for each period or portion thereof during the twelve month period prior to the Original Closing Date shall be calculated on a pro forma basis after giving effect to the borrowings hereunder assuming that the interest rate applicable thereto is 7.75%.

“ Consolidated Leverage Ratio ”: at any date, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“ Consolidated Net Income ”: for any period, the consolidated net income (or loss) of Cedar Fair LP and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a)

 

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the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Cedar Fair LP or is merged into or consolidated with Cedar Fair LP or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of Cedar Fair LP) in which Cedar Fair LP or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Cedar Fair LP or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of Cedar Fair LP to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“ Consolidated Total Debt ”: at any date, the aggregate principal amount of all Indebtedness (of the type described in clauses (a) through (e), inclusive, of the definition of such term) of Cedar Fair LP and its Subsidiaries at such date, other than Indebtedness for the Revolving Loans, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Working Capital ”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“ Continuing Canadian Term Lenders ”: each lender of Canadian term loans under the First Restated Credit Agreement that has delivered a signature page or an Addendum hereto or a Lender Authorization in respect hereof indicating agreement to continue as a Canadian Term Lender under this Agreement.

“ Continuing Lenders ”: the Continuing Canadian Term Lenders and the Continuing U.S. Term Lenders.

“ Continuing U.S. Term Lenders ”: each lender of U.S. terms loans under the First Restated Credit Agreement that has delivered a signature page or an Addendum hereto or a Lender Authorization in respect hereof indicating agreement to continue as a U.S. Team Lender under this Agreement.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control Agreements ”: as defined in the Guarantee and Collateral Agreement.

“ Conversion and Repayment Notice ”: an instrument, substantially in the form of Exhibit A 2, by which an Original Lender confirms (a) in the case of any Original Term Lender, (i) the conversion of the principal amount specified therein of its Original Term Loans into U.S. Term Loans, (ii) the repayment of the remaining principal amount of its Original Term Loans and (iii) the principal amount of such Original Term Lender’s Canadian Term Commitment and (b) in the case of any Original Revolving Lender, (i) the conversion of the principal amount specified therein of its Original Revolving Commitment into U.S. Revolving Commitments and (ii) the principal amount of such Original Revolving Lender’s additional U.S. Revolving Commitments.

“ Current Holder Group ”: (i) those individuals who are officers and directors of Cedar Fair LP or the Managing General Partner on the Second Restatement Date, (ii) the spouses, heirs, legatees, descendants and blood relatives to the third degree of consanguinity of any such individual, (iii) the executors and administrators of the estate of any such individual, and any court appointed guardian of any such individual, and (iv) any trust for the benefit of any such individual referred to in the foregoing clauses (i) and (ii) or any other individuals, so long as one or more members of the Current Holder Group has the exclusive right to control the voting and disposition of securities held by such trust.

“ Debenture (Canada) ”: the Amended and Restated Debenture executed and delivered by Canada’s Wonderland Company, substantially in the form of Exhibit L.

“ Default ”: any of the events specified in Section 9, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

 

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“ Defaulting Lender ”: any Lender with respect to which a Lender Default is in effect.

“ Derived U.S. Swing Line Loan Rate ” shall mean a rate per annum (i) in the case of U.S. Swing Line Loans, equal to (a) U.S. Swing Line Lender’s costs of funds as quoted to Cedar Fair LP by the U.S. Swing Line Lender and agreed to by Cedar Fair LP, plus (b) the Applicable Margin (from time to time in effect) for U.S. Revolving Loans that are Base Rate Loans and (ii) in the case of Replacement Swing Line Loans, as set forth in the applicable Replacement Revolving Facility Amendment .

“ Discount Note ”: a non interest bearing promissory note denominated in Canadian Dollars, substantially in the form of Exhibit K, issued by the Canadian Borrower to a Non BA Lender to evidence a BA Equivalent Loan.

“ Discount Proceeds ”: for any Bankers’ Acceptance issued hereunder, an amount calculated on the applicable Borrowing Date by multiplying:

(a) the face amount of the Bankers’ Acceptance by

(b) the quotient obtained by dividing:

(i) one by

(ii) the sum of one plus the product of:

(A) the Discount Rate applicable to the Bankers’ Acceptance and

(B) a fraction, the numerator of which is the number of days in the applicable Interest Period and the denominator of which is 365,

with the quotient being rounded up or down to the fifth decimal place and 0.000005 being rounded up.

“ Discount Rate ”: (a) in respect of any Bankers’ Acceptance accepted by a Lender that is a Schedule I Lender, the CDOR Rate for the applicable period; and (b) in respect of any Bankers’ Acceptance accepted by a Lender that is a Schedule II Lender, the lesser of (i) the CDOR Rate for the applicable period plus 0.10% and (ii) the rate quoted by the Schedule II Reference Lenders.

“ Disposition ”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disposition Repayment Offer ”: as defined in Section 4.2(c).

“ Distribution Suspension Period ”: each period (a) commencing on the first day of any fiscal quarter during which (i) financial statements are delivered pursuant to Section 7.1(a) or (b) or a Compliance Certificate is delivered pursuant to Section 7.2(b) in respect of the immediately preceding fiscal quarter demonstrating that the Consolidated Leverage Ratio of Cedar Fair LP as of the last day of such immediately preceding fiscal quarter is greater than the Maximum Consolidated Leverage Ratio for such immediately preceding fiscal quarter, (ii) Cedar Fair LP has failed to deliver financial statements as and when required pursuant to Section 7.1(a) or (b), as applicable, or a Compliance Certificate as and when required to be delivered pursuant to Section 7.2(b), or (iii) a Quarterly Distribution Certificate is delivered pursuant to Section 7.1(c) in respect of the immediately preceding fiscal quarter demonstrating that the Consolidated Leverage Ratio of Cedar Fair LP as of the last day of such immediately preceding fiscal quarter is greater than the Maximum Consolidated Leverage Ratio for such immediately preceding fiscal quarter and (b) ending on (i) in the case of any Distribution Suspension Period arising pursuant to clause (a)(i) above, the last day of the next fiscal quarter as to which financial statements have been delivered pursuant to Section 7.1(a) or (b), as applicable, and a Compliance Certificate has been delivered pursuant to Section 7.2(b) demonstrating that the Consolidated Leverage Ratio of Cedar Fair LP as of the last day of such fiscal quarter is less than or equal to the Maximum Consolidated Leverage Ratio for such fiscal quarter, (ii) in the case of any Distribution Suspension Period arising pursuant to clause (a)(ii) above, the date that is ten (10) days after the date on

 

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which Cedar Fair shall have delivered the required financial statements and/or Compliance Certificate, as applicable (unless any such financial statements and/or Compliance Certificate demonstrates that a Distribution Suspension Period would occur under clause (a)(i) above) and (iii) in the case of any Distribution Suspension Period arising pursuant to clause (a)(iii) above by reason of a Quarterly Distribution Certificate delivered by Cedar Fair LP, the earlier to occur of (x) the day on which Cedar Fair LP delivers the financial statements and Compliance Certificate required by Sections 7.1(a) or (b), as applicable, and 7.2(b) in respect of the quarterly or annual fiscal period, as applicable, ending on the Reference Date with respect to which such Quarterly Distribution Certificate was delivered (unless any such financial statements and/or Compliance Certificate demonstrates that a Distribution Suspension Period would occur under clause (a)(i) above) and (y) the last day of the next fiscal quarter occurring thereafter as to which financial statements have been delivered pursuant to Section 7.1(a) or (b), as applicable, and a Compliance Certificate has been delivered pursuant to Section 7.2 (b) demonstrating that the Consolidated Leverage Ratio of Cedar Fair LP as of the last day of such fiscal quarter is less than or equal to the Maximum Consolidated Leverage Ratio for such fiscal quarter.

“ Dollar Equivalent ”: as to any amount denominated in Canadian Dollars at any time, the equivalent amount in Dollars as determined on the basis of the Exchange Rate for the purchase of Dollars with Canadian Dollars as of the date of the calculation.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any Subsidiary of Cedar Fair LP organized under the laws of any jurisdiction within the United States.

“ Environmental Laws ”: any and all foreign, Federal, Canadian, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

“ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto and any regulations promulgated thereunder.

“ Eurocurrency Reserve Requirements ”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“ Eurodollar Base Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“ Eurodollar Loans ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“ Eurodollar Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded to the sixth decimal point):

 

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“ Eurodollar Tranche ”: the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ”: any of the events specified in Section 9, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Exchange Rate ”: on any day, (i) with respect to Canadian Dollars, the rate at which Dollars can be acquired on such day by the Canadian Administrative Agent in Toronto, Canada (or such other location in Canada selected by the Canadian Administrative Agent) for Canadian Dollars in accordance with its customary practice for commercial loans in Canada, and (ii) with respect to Dollars, the rate at which Canadian Dollars can be acquired on such day by the Canadian Administrative Agent in Toronto, Canada (or such other location in Canada selected by the Canadian Administrative Agent) for Dollars in accordance with its customary practice for commercial loans in Canada.

“ Excluded Foreign Subsidiary ”: any Foreign Subsidiary in respect of which either (a) the pledge of all of the Capital Stock of such Subsidiary as Collateral under the U.S. Collateral Security Documents or (b) the guaranteeing by such Subsidiary of the U.S. Borrower Credit Agreement Obligations (as defined in the Guarantee and Collateral Agreement) would, in the good faith and reasonable judgment of Cedar Fair LP, result in adverse United States tax consequences to Cedar Fair LP. For the avoidance of doubt, the Canadian Borrower and Canada’s Wonderland Company are not Excluded Foreign Subsidiaries (notwithstanding the fact that they are not Subsidiary Guarantors).

“ Excluded Indebtedness ”: all Indebtedness permitted under Section 8.2 (other than clause (h) thereof).

“ Existing Canadian Term Commitments ”: the “Canadian Term Commitments” made under (and as defined in) the First Restated Credit Agreement.

“ Existing Canadian Term Lenders ”: as defined in the recitals hereto.

“ Existing Canadian Term Loans ”: as defined in the recitals hereto.

“ Existing Lenders ”: means all Lenders under the First Restated Credit Agreement.

“ Existing Letters of Credit ”: means each letter of credit issued or deemed to have been issued under this Agreement from and after the Original Closing Date that was outstanding on the First Restatement Date. The Existing Letters of Credit are listed in Schedule 3.7.

“Existing Term Loan Facility”: as defined in Section 2.5(a).

“ Existing U.S. Term Commitments ”: the “U.S. Term Commitments” made under (and as defined in) the First Restated Credit Agreement.

“ Existing U.S. Term Lenders ”: as defined in the recitals hereto.

“ Existing U.S. Term Loans ”: as defined in the recitals hereto

“Extended Term Credit Percentage”: as to any Extending Term Lender at any time, the percentage which the aggregate principal amount of such Lender’s Extended Term Loans of a specified Extension Series then

 

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outstanding constitutes of the aggregate principal amount of Extended Term Loans of such Extension Series then outstanding.

“Extended Term Loans”: as defined in Section 2.5(a).

“Extending Term Lender”: as defined in Section 2.5(b).

“Extended Term Note” as defined in Section 4.14(d).

“Extension Election”: as defined in Section 2.5(b).

“Extension Request”: as defined in Section 2.5(a).

“Extension Series”: as defined in Section 2.5(a) .

“ Facility ”: each of (a) the U.S. Term Commitments and the U.S. Term Loans made thereunder (the “ U.S. Term Facility ”), (b) the U.S. Revolving Commitments and the U.S. Revolving Extensions of Credit made thereunder (the “ U.S. Revolving Facility ”), (c) the Canadian Term Commitments and the Canadian Term Loans made thereunder (the “ Canadian Term Facility ”), and (d) the Canadian Revolving Commitments and the Canadian Revolving Extensions of Credit (the “ Canadian Revolving Facility ”) . , (e) the U.S. Term B Loans (the “U.S. Term B Facility”), (f) the Canadian Term B Loans (the “Canadian Term B Facility”), (g) each Series of Refinancing Term Loans (each such Series, a “Refinancing Term Facility”), (h) each Extension Series of Extended Term Loans (each such Extension Series, an “Extended Term Facility”) and (i) each Replacement Revolving Commitment Series of Replacement Revolving Commitments and the Replacement Revolving Extensions of Credit made thereunder (each such Replacement Revolving Commitment Series a “Replacement Revolving Facility”).

“ FAM ” shall mean : the mechanism for the allocation and exchange of interests in the Facilities and collections thereunder established under Section 11.21.

“ FAM Dollar Lender ” shall mean : any Lender that has made or holds no Loans in Canadian Dollars and has no Canadian Revolving Commitments or Replacement Revolving Commitments to the Canadian Borrower .

“ FAM Exchange ” shall mean : the exchange of the Lender’s interests provided for in Section 11.21.

“ FAM Exchange Date ” shall mean : the date on which (a) any event referred to in Section 9(f) shall occur in respect of the U.S. Borrower, the Canadian Borrower or any other Loan Party, (b) an acceleration of the maturity of the Loans pursuant to Section 9 shall occur, (c) the Collateral Agent shall have been directed to exercise remedies on a material portion of the Collateral, or (d) a payment default shall occur with respect to payments due on the final maturity date of any of the Facilities.

“ FAM Percentage ” shall mean, : as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate of the Specified Obligations owed to such Lender and such Lender’s participation in the then aggregate undrawn and unexpired amount of the Letters of Credit outstanding immediately prior to giving effect to the FAM Exchange and (b) the denominator shall be the aggregate of the Specified Obligations owed to all the Lenders and the then aggregate undrawn and unexpired amount of the Letters of Credit outstanding immediately prior to giving effect to the FAM Exchange. For purposes of computing each Lender’s FAM Percentage, all Specified Obligations and the then aggregate undrawn and unexpired amount of the then outstanding Letters of Credit which are denominated in Canadian Dollars shall be translated into Dollars at the Exchange Rate in effect on the FAM Exchange Date.

“ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

 

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“First Lien Intercreditor Agreement” an agreement substantially in the form of Exhibit T, by and among the Collateral Agent, the Additional First Lien Collateral Agent and the authorized representatives from time to time party thereto with any such changes as are reasonably acceptable to the Collateral Agent.

“ First Restated Credit Agreement ”: as defined in the recitals hereto.

“ First Restatement Date ”: as defined in the recitals hereto.

“ Fiscal Q1 ”: for any year means the first quarterly fiscal period of Cedar Fair LP during such year and ending on or about March 31 of such year.

“ Fiscal Q2 ”: for any year means the second quarterly fiscal period of Cedar Fair LP during such year and ending on or about June 30 of such year.

“ Fiscal Q3 ”: for any year means the third quarterly fiscal period of Cedar Fair LP during such year and ending on or about September 30 of such year.

“ Fiscal Q4 ”: for any year means the fourth quarterly fiscal period of Cedar Fair LP during such year and ending on December 31 of such year.

“ Foreign Lender ”: as defined in Section 4.10(d).

“ Foreign Subsidiary ”: any Subsidiary of Cedar Fair LP that is not a Domestic Subsidiary.

“ Funded Debt ”: as to any Person, all Indebtedness (of the type described in clauses (a) through (e), inclusive, of the definition of such term) of such Person that matures more than one year from the date of its creation or matures within one year from the date of its creation but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrowers, Indebtedness in respect of the Loans.

“ Funding Office ”: the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to Cedar Fair LP and the Lenders.

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Governmental Authority ”: any nation or government, any state, province, territory or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self regulatory organization (including the National Association of Insurance Commissioners).

“ Ground Lease ”: means that certain Ground Lease between Redevelopment Agency of the City of Santa Clara and Paramount Parks, Inc. dated June 1, 1989.

“ Group Members ”: the collective reference to the Borrowers and their respective Subsidiaries.

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement executed and delivered by the U.S. Borrower and each Subsidiary Guarantor dated as of the Original Closing Date, as amended and restated as of the First Restatement Date.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of

 

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which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrowers in good faith.

“ Hedge Agreements ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Hedge Agreement.

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Sections 8.2 and 9(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

“ Indemnified Liabilities ”: as defined in Section 11.5.

“ Indemnitee ”: as defined in Section 11.5.

“Initial Extending Term Lender”: any Term Lender that has submitted an executed Initial Term Loan Extension Election with respect to all or a portion of its U.S. Term Loans and/or Canadian Term Loans in accordance with the instructions provided on the signature page to Amendment 1 prior to the deadline specified in Amendment 1.

“ Initial Lead Arrangers ”: as defined in the preamble hereto.

 

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“Initial Term Loan Extension Amount”:

(i) with respect to the U.S. Term Loans of any Initial Extending Term Lender, the product obtained by multiplying (x) the principal amount of such Lender’s U.S. Term Loans subject to an Initial Term Loan Extension Election by (y) a fraction, the numerator of which is the aggregate principal amount of U.S. Term Loans and Canadian Term Loans accepted for extension by the Borrowers on the Amendment 1 Effective Date and the denominator of which is the aggregate principal amount of U.S. Term Loans and Canadian Term Loans subject to Initial Term Loan Extension Elections; and

(ii) with respect to the Canadian Term Loans of any Initial Extending Term Lender, the product obtained by multiplying (x) the principal amount of such Lender’s Canadian Term Loans subject to an Initial Term Loan Extension Election by (y) a fraction, the numerator of which is the aggregate principal amount of U.S. Term Loans and Canadian Term Loans accepted for extension by the Borrowers on the Amendment 1 Effective Date and the denominator of which is the aggregate principal amount of U.S. Term Loans and Canadian Term Loans subject to Initial Term Loan Extension Elections.

“Initial Term Loan Extension Election”: shall mean an election by a U.S. Term Lender or a Canadian Term Lender, in accordance with the procedures provided for in connection with Amendment 1, to have the Initial Term Loan Extension Amount of its U.S. Term Loans and/or Canadian Term Loans converted into U.S. Term B Loans or Canadian Term B Loans, as applicable, pursuant to Section 2.1(c).

“ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“ Insolvency Law ”: any of Title 11 of the United States Code entitled “Bankruptcy”, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction (federal, state, provincial, or otherwise), including any law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it.

“ Insolvent ”: pertaining to a condition of Insolvency.

“ Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property and intellectual property rights, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, trade secrets, know how, show how, technology, and all other confidential business or technical information, and all rights to sue at law or in equity for any past, present or future infringement, misappropriation, dilution or other impairment thereof, including the right to receive all proceeds and damages therefrom, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“ Interest Payment Date ”: (a) as to any Base Rate Loan (other than any Swing Line Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Canadian Prime Rate Loan, on the last day of each month while such Loan is outstanding and the final maturity date of such Loan, (e) as to any Loan (other than any Revolving Loan that is a Base Rate Loan and any Swing Line Loan), the date of any repayment or prepayment made in respect thereof (except for prepayments (or deemed prepayments) on the Second Restatement Date of Existing Canadian Term Loans or Existing U.S. Term Loans made by the Continuing Lenders) and (f) as to any Swing Line Loan, the Swing Line Loan Maturity Date.

“ Interest Period ”: as to any Eurodollar Loan or BA Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan or BA Loan and ending (1) in the case of Eurodollar Loans, one, three or six months thereafter and (2) in the case of BA Loan, one, three or six months thereafter, subject to availability for all Canadian Revolving Lenders (or Replacement Revolving Lenders

 

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under a particular Replacement Revolving Facility of the Canadian Borrower, as applicable) , in each case as selected by the applicable Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan or BA Loan and ending (1) in the case of Eurodollar Loans, one, three or six months thereafter and (2) in the case of BA Loans, one, three, or six months thereafter, subject to availability for all Canadian Revolving Lenders (or Replacement Revolving Lenders under a particular Replacement Revolving Facility of the Canadian Borrower, as applicable) , in each case as selected by the applicable Borrower, by irrevocable notice to the Administrative Agent or the Canadian Administrative Agent, as applicable, not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i) if any Interest Period selected in respect of a Eurodollar Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) if any Interest Period selected in respect of a BA Loan would otherwise end on a day that is not a Business Day, such Interest Period shall end on the immediately preceding Business Day;

(iii) no Borrower may select an Interest Period under a particular Facility that would extend beyond the applicable Revolving Termination Date or beyond the date final payment is due on the applicable Term Loans, as the case may be;

(iv) any Interest Period in respect of a Eurodollar Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(v) the applicable Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.

“ Investments ”: as defined in Section 8.7.

“ Issuing Lender ”: any U.S. Issuing Lender and , any Canadian Issuing Lender and any Replacement Issuing Lender .

“ L/C Fee Payment Date ”: with respect to any Revolving Credit Facility, the last day of each March, June, September and December and the last day of the Revolving Commitment Period for such Revolving Credit Facility .

“ L/C Obligations ”: the U.S. L/C Obligations , the Canadian L/C Obligations and the Canadian Replacement L/C Obligations.

“ L/C Participants ”: the U.S. L/C Participants , the Canadian L/C Participants and the Canadian Replacement L/C Participants.

“ L/C Reserve Account ”: as defined in Section 11.21(b).

“ L/C Sub Commitment ”: the U.S. L/C Sub Commitment and , Canadian L/C Sub Commitment and each Replacement L/C Sub Commitment.

“ Lead Arranger ”: as defined in the preamble hereto.

“ Lender Authorization ”: an instrument substantially in the form of Exhibit S, by which an Existing Lender may (a) agree to be a Continuing Lender and (b) authorize the Administrative Agent to execute this Agreement on its behalf as of the Second Restatement Date.

 

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“ Lender Default ”: (a) the failure (which has not been cured) of a Lender to make available its portion of any incurrence of Loans or to fund its portion of any Swing Line Loan under Section 3.4(b) or 3.4(g), or to fulfill is obligations as an L/C Participant with respect to Letters of Credit under Section 3.10, unless the conditions thereto have not been satisfied or (b) a Lender having notified the Administrative Agent or the Canadian Administrative Agent and/or the Borrowers that it does not intend to comply with its obligations under Section 2.1, 3.1, 3.4(b), 3.4(g), 3.4(l), 3.7 or 3.10, unless the conditions thereto have not been satisfied, in the case of either (a) or (b) as a result of the appointment of a receiver, liquidator or conservator or similar official with respect to such Lender at the direction or request of any regulatory agency or authority.

“ Lender Presentation ”: the Lender Presentation dated January 2007 and furnished to the Lenders.

“ Lenders ”: as defined in the preamble to this Agreement; provided, that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender.

“ Letters of Credit ”: the Canadian Letters of Credit and , the U.S. Letters of Credit and the Replacement Letters of Credit .

“ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Loan ”: any loan made by any Lender pursuant to this Agreement.

“ Loan Documents ”: this Agreement, the Security Documents, the Applications, the Reaffirmation Agreement and the Notes.

“ Loan Parties ”: each Group Member that is a party to a Loan Document.

“ LTM CAPEX ”: for any Quarterly Distribution Date, the aggregate amount paid by Cedar Fair LP and its Subsidiaries on account of Capital Expenditures during the twelve (12) month period ending on the Reference Date for such Quarterly Distribution Date.

“ LTM EBITDA ”: for any Quarterly Distribution Date, Consolidated EBITDA for the twelve (12) month period ending on the Reference Date for such Quarterly Distribution Date.

“ Majority Facility Lenders ”: with respect to any Facility, the Non Defaulting Lenders holding more than 50% of the aggregate unpaid principal amount of the Canadian Term Loans, the U.S. Term Loans, the Canadian Canadian Term B Loans, the U.S. Term Loans, the U.S. Term B Loans, the Refinancing Term Loans of a specified Series, the Extended Term Loans of a specified Extension Series, the Canadian Revolving Extensions of Credit, the U.S. Revolving Extensions of Credit, or the U.S. Replacement Revolving Extensions of Credit under a specified Replacement Revolving Facility , as the case may be, outstanding under such Facility (or, in the case of the Canadian Revolving Credit Facility, the U.S. Revolving Facility or the U.S. a specified Replacement Revolving Facility, prior to any termination of, respectively, the Canadian Revolving Commitments or , the U.S. Revolving Commitments or the Replacement Revolving Commitments under such Replacement Revolving Facility , the Non - Defaulting Lenders holding more than 50% of, respectively, the Canadian Revolving Commitments or , the U.S. Revolving Commitments or the Replacement Revolving Commitments under such Replacement Revolving Facility ).

“ Management Subscription Agreements ”: the collective reference to any subscription agreement or stockholders agreement between the U.S. Borrower and any present or former officer or employee of any Group Member.

“ Managing General Partner ”: Cedar Fair Management Inc., an Ohio corporation, together with its successors and assigns.

 

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“ Material Adverse Effect ”: a material adverse effect on (a) the Transaction, (b) the business, assets, property, financial condition or results of operations of Cedar Fair LP and its Subsidiaries taken as a whole or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder or the validity, perfection or priority of the Collateral Agent’s Liens upon the Collateral.

“ Material Subsidiary ”: at any time, any Subsidiary of Cedar Fair LP (i) that has assets at such time comprising two percent (2%) or more of the consolidated assets of Cedar Fair LP, or (ii) whose operations in the current fiscal year are expected to, or whose operations in the most recent fiscal year did (or would have if such person had been a Subsidiary for such entire fiscal year) represent two percent (2%) or more of the Consolidated EBITDA for such fiscal year; provided, however, that notwithstanding the foregoing, the term “Material Subsidiary” shall (a) include, without limitation, the Canadian Borrower, Magnum Management Corporation, an Ohio corporation, Cedar Point of Michigan, Inc., a Michigan corporation, Michigan’s Adventure, Inc., a Michigan corporation, Cedar Point, Inc., an Ohio corporation, Paramount Parks Inc., a Delaware corporation, Kings Island Company, a Delaware corporation, Western Row Properties, Inc., an Ohio corporation, Paramount Parks Experience Inc., a Nevada corporation, Canada’s Wonderland Company, a Nova Scotia unlimited liability company, Knotts Berry Farm, a California general partnership, Cedar Fair, an Ohio general partnership, and Boeckling, L.P., an Ohio limited partnership.

“ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea formaldehyde insulation.

“ Maximum Consolidated Leverage Ratio ”: for any fiscal quarter shall be the ratio specified below for such fiscal quarter:

 

; provided that in the event that Cedar Fair LP consummates an offering of its Capital Stock yielding Net Cash Proceeds to Cedar Fair LP of at least $200,000,000 on or prior to the last day of Fiscal Q3 2007, the “Maximum Consolidated Leverage Ratio” shall be 5.65 to 1.00 for each fiscal quarter ending during the period from the date of receipt of such proceeds through the last day of Fiscal Q3 2007.

“ Maximum Rate ”: as defined in Section 11.18.

“ Minimum LTM EBITDA minus LTM CAPEX ”: for any Quarterly Distribution Date occurring in May and August of each year, the amount set forth in Annex B for such Quarterly Distribution Date.

“ Mortgage Modifications ”: as defined in Section 6.1(h).

“ Mortgaged Properties ”: the real properties listed on Schedule 1.1, as to which the Collateral Agent for the benefit of the U.S. Secured Parties and/or the Canadian Secured Parties, as the case may be, shall be granted a Lien pursuant to the Mortgages and any other real property in respect of which a Mortgage is provided after the Original Closing Date.

“ Mortgages ”: each of the mortgages, charges, debentures and deeds of trust, in each case, to the extent, if any, amended by the applicable Mortgage Modifications, made by any Loan Party in favor of, or for the benefit of,

 

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the Collateral Agent for the benefit of the U.S. Secured Parties and/or the Canadian Secured Parties, as the case may be, substantially in the form of Exhibit E or Exhibit L, as the case may be, (with such changes thereto, by way of amendment, amendment and restatement, or otherwise, as shall be advisable under the law of the jurisdiction in which such mortgage, charge, debenture or deed of trust is to be recorded).

“ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or by the Disposition of any non cash consideration received in connection therewith or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys’ fees, accountants’ fees, brokers’ commissions, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other reasonable and customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock, any capital contribution or any incurrence of Indebtedness, the cash proceeds received from such issuance, contribution or incurrence, net of reasonable and customary attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other reasonable and customary fees and expenses actually incurred in connection therewith.

“ Non BA Lender ”: a Canadian Revolving Lender (or Replacement Revolving Lender under any Replacement Revolving Facility of the Canadian Borrower) that cannot or does not as a matter of policy accept Bankers’ Acceptances.

“ Non Defaulting Lender ”: each Lender other than a Defaulting Lender.

“ Non Excluded Taxes ”: as defined in Section 4.10(a).

“ Non Foreign Lender ”: as defined in Section 4.10(e).

“ Non-Renewal Canadian Term Loan ”: as defined in Section 2.2(c).

“ Non-Renewal U.S. Term Loan ”: as defined in Section 2.2(c).

“ Note ”: as defined in Section 4.14. 4.14(d).

“ Notice of Security Interest in IP (Canada) ”: the Notice of Security Interest in IP executed and delivered by the Canadian Borrower and each Canadian Guarantor, substantially in the form of Exhibit N.

“ Obligations ”: without duplication, the Canadian Obligations and the U.S. Obligations.

“ Original Closing Date ”: as defined in the recitals hereto.

“ Original Credit Agreement ”: as defined in the recitals hereto.

“ Original Lenders ”: the Original Term Lenders and the Original Revolving Lenders.

“ Original Revolving Commitment ”: as defined in the recitals hereto.

“ Original Revolving Lenders ”: as defined in the recitals hereto.

“ Original Term Lenders ”: as defined in the recitals hereto.

 

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“ Original Term Loan ”: as defined in the recitals hereto.

“ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“ Participant ”: as defined in Section 11.6(c).

“ Payment Amount ”: as defined in Section 3.11.

“ Payment Office ”: the office specified from time to time by the Administrative Agent as its payment office by notice to Cedar Fair LP and the U.S. Lenders, in the case of the U.S. Facilities, and the office specified from time to time by the Canadian Administrative Agent as its payment office by notice to Cedar Fair LP and the Canadian Lenders, in the case of the Canadian Facilities.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Permitted Acquisition ”: the acquisition by Cedar Fair LP or any other Loan Party of all or substantially all of the assets of a Person or line of business of a Person, or more than 50% of the Capital Stock of a Person (referred to herein as the “ Acquired Entity ”); provided that (i) the Acquired Entity shall be in a line of business consistent with the requirements of Section 8.15; (ii) the consideration paid in connection with all such acquisitions (including all transaction costs and all Indebtedness incurred or assumed in connection therewith) during the term of this Agreement shall not exceed $200,000,000 in the aggregate (plus the Net Cash Proceeds of the issuance or sale of Capital Stock of Cedar Fair LP or, without duplication, a capital contribution to Cedar Fair LP, received during such period but only to the extent that such Net Cash Proceeds are not required to prepay Term Loans or Revolving Loans pursuant to Section 4.2(a)); (iii) (A) Cedar Fair LP shall have provided the Administrative Agent and the Lenders, at least five days prior to any such Permitted Acquisition, historical financial statements of the Acquired Entity and pro forma consolidated financial statements of Cedar Fair LP accompanied by an officer’s certificate of Cedar Fair LP demonstrating compliance with the covenants set forth in Section 8.1, as of the most recently completed period ending prior to such acquisition for which the financial statements required by Section 7.1(a) and (b) were required to be delivered, after giving pro forma effect to such acquisition and to any other event occurring during or after such period and (B) after giving pro forma effect to such acquisition and all Indebtedness assumed, incurred or repaid in connection therewith, the Consolidated Leverage Ratio on the date of such acquisition (based on Consolidated EBITDA determined on a pro forma basis, as set forth in the definition of Consolidated EBITDA, as of the most recently ended fiscal quarter for Cedar Fair LP for which financial statements have been delivered) shall be at least 0.25 to 1.0 lower than the Maximum Consolidated Leverage Ratio for such fiscal quarter; (iv) after giving effect to such acquisition, there shall be at least $50,000,000 of unused and available Revolving Commitments; (v) at the time of such acquisition both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; and (vi) Cedar Fair LP shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Sections 7.10 and 7.11 and the Security Documents.

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which either Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, but excluding, for greater certainty, Canadian Benefit Plans and Canadian Pension Plans.

“ Pricing Grid ”: the pricing grid attached hereto as Annex A.

“ Pro Forma Balance Sheet ”: as defined in Section 5.1(a).

 

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“ Projections ”: as defined in Section 7.2(c).

“ Properties ”: as defined in Section 5.17(a).

“ Property ”: collectively, any U.S. Property, any Canadian Property and any other right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Qualified Counterparty ”: (a) with respect to the ISDA Master Agreement, together with the related schedules and confirmations, entered into between KeyBank National Association and the U.S. Borrower on June 23, 2006, KeyBank National Association, and (b) with respect to any other Specified Agreement, any counterparty thereto that, at the time such Specified Agreement was entered into, was a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent; provided that, in the event a counterparty to a Specified Agreement at the time such Specified Agreement was entered into was a Qualified Counterparty, such counterparty shall constitute a Qualified Counterparty hereunder and under the other Loan Documents.

“ Qualifying Canadian Lender ”: as defined in Section 4.10(h).

“ Qualifying Senior Secured Debt”: any senior secured Indebtedness of Cedar Fair LP or any Subsidiary Guarantor, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise), prior to the date that is six months after the final maturity of the Term Loans outstanding on the date on which such Indebtedness is incurred (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and which is subject to either (i) the terms of the First Lien Intercreditor Agreement as “Additional First Lien Obligations” or (ii) the terms of the Second Lien Intercreditor Agreement as second lien obligations and, in each case, the terms and conditions of which are otherwise reasonably satisfactory to the Administrative Agent and the Syndication Agent.

“Qualifying Senior Unsecured Debt ”: any senior unsecured Indebtedness of Cedar Fair LP or any Subsidiary Guarantor, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise), prior to the date that is six months after the final maturity of the Term Loans outstanding on the date on which such Indebtedness is incurred (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which are otherwise reasonably satisfactory to the Administrative Agent and the Syndication Agent.

“ Quarterly Distribution Certificate ” a certificate duly executed by a Responsible Officer substantially in the form of Exhibit P.

“ Quarterly Distribution Date ”: Each February 15, May 15, August 15 and November 15 of each fiscal year of Cedar Fair LP (or, if determined by Cedar Fair LP, from time to time, (a) in the case of any such February 15, a day that is not earlier than February 5 of such year or later than March 15 of such year and (b) in the case of any such May 15, August 15 or November 15, a day that is not more than ten (10) days immediately before or immediately after any such date); provided that, in any such case, (i) Cedar Fair LP shall have delivered, not less than ten (10) days prior to such Quarterly Distribution Date, a Quarterly Distribution Certificate for the fiscal quarter or fiscal year immediately preceding such date (and a Quarterly Distribution Date shall not occur in respect of any given date in the absence of such timely delivery) and (ii) if a Distribution Suspension Period shall have arisen pursuant to clause (a)(ii) of the definition thereof any such date may be extended (such extension not to exceed thirty (30) days from the date on which the applicable financial statements or Compliance Certificate were due) to the date on which such Distribution Suspension Period ends pursuant to clause (b)(ii) of such definition by reason of the delivery of the applicable financial statements and/or Compliance Certificate.

“Ratings Condition”: shall be deemed to be satisfied on any day if and only if either (i) Cedar Fair’s corporate rating from Moody’s is better than B2 on such day or (ii) Cedar Fair’s issuer credit rating from S&P is better than “B” on such day. If the rating system of S&P or Moody’s shall change, or if S&P or Moody’s shall cease

 

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to be in the business of rating corporate credit, Cedar Fair and the Administrative Agent shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from S&P or Moody’s and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.

“ Reaffirmation Agreement ”: each Reaffirmation Agreement to be executed by the Borrowers and the other Loan Parties, substantially in the form of Exhibit R.

“ Recovery Event ”: any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Group Member.

“ Reference Date ”: (a) for each Quarterly Distribution Date occurring on or about February 15 (which, as set forth in the definition of Quarterly Distribution Date, may be as late as March 15) in any fiscal year of Cedar Fair LP, the last day of Fiscal Q4 for the immediately preceding fiscal year; (b) for each Quarterly Distribution Date occurring on or about May 15 in any fiscal year of Cedar Fair LP, the last day of Fiscal Q1 for such fiscal year; (c) for each Quarterly Distribution Date occurring on or about August 15 in any fiscal year of Cedar Fair LP, the last day of Fiscal Q2 for such fiscal year; and (d) for each Quarterly Distribution Date occurring on or about November 15 in any fiscal year of Cedar Fair LP, the last day of Fiscal Q3 for such fiscal year.

“ Refinanced Indebtedness ”: the Existing U.S. Term Loans and the Existing Canadian Term Loans.

“ Refinancing ”: the repayment in full or deemed repayment in full, as the case may be, with the proceeds of the U.S. Term Loans and the Canadian Term Loans, of the Refinanced Indebtedness.

“Refinancing Effective Date”: as defined in Section 2.4.(a)

“Refinancing Term Credit Percentage”: as to any Refinancing Term Lender at any time, the percentage which the aggregate principal amount of such Lender’s Refinancing Term Loans of a specified Series then outstanding constitutes of the aggregate principal amount of Refinancing Term Loans of such Series then outstanding.

“Refinancing Term Lender”: as defined in Section 2.4(b).

“Refinancing Term Loan Amendment”: as defined in Section 2.4(c).

“Refinancing Term Loans”: as defined in Section 2.4(a).

“Refinancing Term Note”: as defined in Section 4.14(d).

“ Register ”: as defined in Section 11.6(b).

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Reimbursement Obligation ”: the obligation of the Borrowers to reimburse any Issuing Lender pursuant to Section 3.11 for amounts drawn under Letters of Credit.

“ Reinvestment Deferred Amount ”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans or the Revolving Loans pursuant to Section 4.2(c) as a result of the delivery of a Reinvestment Notice.

“ Reinvestment Event ”: any Asset Sale or Recovery Event in respect of which Cedar Fair LP has delivered a Reinvestment Notice ; provided that no Reinvestment Notice may be delivered in respect of an Asset Sale made in reliance on Section 8.5(g) .

 

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“ Reinvestment Notice ”: a written notice executed by a Responsible Officer and delivered to the Syndication Agent stating that no Event of Default has occurred and is continuing and that Cedar Fair LP (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale (other than an Asset Sale made in reliance on Section 8.5(g)) or Recovery Event to acquire or repair fixed or capital assets useful in its business.

“ Reinvestment Prepayment Amount ”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair fixed or capital assets useful in Cedar Fair LP’s or its Subsidiaries’ business.

“ Reinvestment Prepayment Date ”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 180 days after the receipt by Cedar Fair LP (directly or indirectly through a Subsidiary) of proceeds relating to such Reinvestment Event (or the 180th day after the last day of such 180 period if the acquisition or repair of the applicable fixed or capital assets is a project authorized by the board of directors of Cedar Fair LP prior to such date and Cedar Fair LP or any of its Subsidiaries has entered into a contract to complete such project) and (b) the date on which Cedar Fair LP shall have determined not to, or shall have otherwise ceased to, acquire or repair fixed or capital assets useful in Cedar Fair LP’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Remaining Canadian Term B Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of Canadian Term B Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of Canadian Term Loans outstanding immediately prior to the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date.

“Remaining Canadian Term Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of Canadian Term Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date of Canadian Term Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of Canadian Term Loans outstanding immediately prior to the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date.

“Remaining U.S. Term B Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of U.S. Term B Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date, of U.S. Term B Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of U.S. Term Loans outstanding immediately prior to the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date.

“Remaining U.S. Term Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of U.S. Term Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date, of U.S. Term Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of U.S. Term Loans outstanding immediately prior to the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date.

 

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“ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement Issuing Lender”: with respect to any Replacement Revolving Facility, any Replacement Revolving Lender thereunder from time to time designated by the applicable Borrower as the Replacement Issuing Lender under such Replacement Revolving Facility with the consent of such Replacement Revolving Lender and the Administrative Agent.

“Replacement L/C Obligations”: at any time with respect to any Replacement Revolving Facility, an amount equal to the sum of (a) the then aggregate undrawn and unexpired amount of the then outstanding Replacement Letters of Credit under such Replacement Revolving Facility and (b) the aggregate amount of drawings under the Replacement Letters of Credit under such Replacement Revolving Facility that have not then been reimbursed pursuant to Section 3.11.

“Replacement L/C Participants”: with respect to any Replacement Letter of Credit under any Replacement Revolving Facility, the collective reference to the Replacement Revolving Lenders under such Replacement Revolving Facility other than the Replacement Issuing Lender that issued such Replacement Letter of Credit.

“Replacement Letters of Credit”: as defined in Section 3.7(c).

“Replacement Refunded Swing Line Loans”: as defined in Section 3.4(l).

“Replacement Refunding Date”: as defined in Section 3.4(m).

“Replacement Reimbursement Obligations”: with respect to any Replacement Revolving Facility, the Reimbursement Obligations owing by the applicable Borrower under such Replacement Revolving Facility.

“Replacement Revolving Commitment Series”: as defined in Section 3.15(b).

“Replacement Revolving Commitments”: as defined in Section 3.15(a).

“Replacement Revolving Credit Percentage” as to any Replacement Revolving Lender at any time under any Replacement Revolving Facility, the percentage which such Lender’s Replacement Revolving Commitment under such Replacement Revolving Facility then constitutes of the aggregate Replacement Revolving Commitments under such Replacement Revolving Facility (or, at any time after such Replacement Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Replacement Revolving Extensions of Credit then outstanding pursuant to such Replacement Revolving Facility constitutes of the amount of the aggregate Replacement Revolving Extensions of Credit then outstanding pursuant to such Replacement Revolving Facility).

“Replacement Revolving Extensions of Credit”: as to any Replacement Revolving Lender at any time under any Replacement Revolving Facility, an amount equal to the sum of (a) the aggregate principal amount of all Replacement Revolving Loans made by such Lender pursuant to such Replacement Revolving Facility then outstanding, (b) such Lender’s Replacement Revolving Credit Percentage of the outstanding Replacement L/C Obligations under any Replacement Letters of Credit under such Replacement Revolving Facility and (c) such Lender’s Replacement Revolving Credit Percentage of the Replacement Swing Line Loans then outstanding under such Replacement Revolving Facility.

“Replacement Revolving Facility”: as defined in the definition of “Facility” in this Section 1.1.

“Replacement Revolving Facility Amendment”: as defined in Section 3.15(c).

“Replacement Revolving Facility Effective Date”: as defined in Section 3.15(a).

“Replacement Revolving Lender”: as defined in Section 3.15(b).

 

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“Replacement Revolving Note”: as defined in Section 4.14(d).

“Replacement Revolving Loans”: as defined in Section 3.15(a).

“Replacement Swing Line Loans”: as defined in Section 3.3(e).

“Replacement Swing Line Note”: as defined in Section 4.14(d).

“Replacement Swing Line Participation Amount”: as defined in Section 3.4(m).

“Replacement Swing Line Sub Commitment”: with respect to any Replacement Revolving Facility, the obligation, if any, of the Replacement Swing Line Lender to make Replacement Swing Line Loans pursuant to Section 3.4 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth in the Replacement Revolving Facility Amendment establishing such Replacement Revolving Facility (but, in any event, an amount not greater than the amount of Replacement Revolving Facility Commitments under such Replacement Revolving Facility).

“ Reportable Event ”: any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Required Lenders ”: at any time, the Non Defaulting Lenders holding more than 50% of the sum of (a) the aggregate Term Commitments then in effect or, if the Term Commitments have been fully utilized or terminated, the aggregate unpaid principal amount of the Term Loans then outstanding and (b) the aggregate Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the aggregate Revolving Extensions of Credit then outstanding; provided that in the case of any Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination for purposes of this definition.

“ Requirement of Law ”: as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”: the chief executive officer, president or chief financial officer of Cedar Fair LP, but in any event, with respect to financial matters, the chief financial officer of Cedar Fair LP.

“ Restatement Certificate ”: a certificate, duly executed by a U.S. Term Lender or Canadian Term Lender, as applicable, substantially, in the form of Exhibit Q.

“ Restricted Payments ”: as defined in Section 8.6.

“ Restriction Agreement ”: means that certain Declaration of Restrictions and Covenants dated as of August 15, 1989 and recorded in volume 1083, page 696, in Portage County, Ohio.

“ Reuters Screen CDOR Page ”: the display designated as page CDOR on the Reuters Monitor Money Rates Service or such other page as may, from time to time, replace that page on that service for the purpose of displaying bid quotations for Bankers’ Acceptances accepted by leading Canadian banks.

“ Revolving Commitment Period ”: (i) in the case of the U.S. Revolving Commitments and Canadian Revolving Commitments, the period from and including the First Restatement Date to the Revolving Termination Date . for the U.S. Revolving Facility and the Canadian Revolving Facility and (ii) in the case of any Replacement Revolving Commitments under any Replacement Revolving Facility, the period from and including the Replacement Revolving Facility Effective Date for such Replacement Revolving Facility to the Revolving Termination Date for such Replacement Revolving Facility.

 

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“ Revolving Commitments ”: collectively, the U.S. Revolving Commitment and , the Canadian Revolving Commitment and the Replacement Revolving Commitments .

“ Revolving Credit Facilities ”: collectively, the U.S. Revolving Facility and , the Canadian Revolving Facility and each Replacement Revolving Facility.

“ Revolving Extensions of Credit ”: at any time, the aggregate U.S. Revolving Extensions of Credit and , Canadian Revolving Extensions of Credit and Replacement Revolving Extensions of Credit outstanding at such time.

“ Revolving Lender ”: each U.S. Revolving Lender and each , Canadian Revolving Lender and Replacement Revolving Lender.

“ Revolving Loans ”: collectively, the U.S. Revolving Loans , the Canadian Revolving Loans and the Canadian Replacement Revolving Loans.

“ Revolving Percentage ”: as to any U.S. Revolving Lender at any time, such Lender’s U.S. Revolving Credit Percentage , as to any Canadian Revolving Lender at any time, such Lender’s Canadian Revolving Credit Percentage and as to any Canadian Replacement Revolving Lender at any time under any Replacement Revolving Facility , such Lender’s Canadian Replacement Revolving Credit Percentage under such Replacement Revolving Facility .

“ Revolving Termination Date ”: August 30, 2011. (i) with respect to the U.S. Revolving Commitments and Canadian Revolving Commitments, August 30, 2011 and (ii) with respect to the Replacement Revolving Commitments under any Replacement Revolving Facility, the date specified in the applicable Replacement Revolving Facility Amendment.

“ Schedule I Lender ”: any Lender named on Schedule I to the Bank Act (Canada).

“ Schedule II Lender ”: any Lender named on Schedule II or Schedule III to the Bank Act (Canada).

“ Schedule II Reference Lenders ”: National City (Canadian Branch of National City Bank) and Fifth Third Bank.

“ Seasonal Adjusted Distribution Cap ”: as of each applicable Quarterly Distribution Date occurring on or about May 15 or August 15 in any fiscal year of Cedar Fair LP, an amount in Dollars equal to the Seasonal Distribution Rate multiplied by the aggregate number of Units (as defined in the Cedar Fair LP Partnership Agreement and as determined in accordance with Sections 4.2 and 4.3 thereof) issued and outstanding as of such Quarterly Distribution Date.

“ Seasonal Distribution Rate ”: for any year, the amount specified below for such year.

 

 

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“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Lien Collateral Agent”: the collateral agent identified in the Second Lien Intercreditor Agreement.

“Second Lien Intercreditor Agreement”: an agreement, by and among the Collateral Agent, the Additional First Lien Collateral Agent, if any, the Second Lien Collateral Agent and the authorized representatives from time to time party thereto, in form and substance customary and reasonably satisfactory to the Collateral Agent and in any case, on terms no less favorable to the Lenders than the First Lien Intercreditor Agreement.

“ Second Restatement Date ”: the date on which the conditions precedent set forth in Section 6.1 shall have been satisfied or waived.

“ Secured Parties ”: the U.S. Secured Parties and the Canadian Secured Parties.

“ Security Agreement (Canada) ”: the Amended and Restated Security Agreement executed and delivered by the Canadian Borrower and each Canadian Guarantor, substantially in the form of Exhibit M.

“ Security Documents ”: the collective reference to the U.S. Security Documents, the Canadian Security Documents, the Mortgages, and all other security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under the Loan Documents (including, without limitation, all financing statements filed in connection therewith, any intellectual property security agreements, blocked account agreements or control agreements that may be required to be delivered pursuant to this Agreement or any other Loan Document, and all other security documents hereafter delivered to the Collateral Agent granting or perfecting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document), any such document, agreement or instrument is amended, supplemented, replaced or otherwise modified from time to time.

“ Seller ”: Bombay Hook LLC.

“Series”: as defined in Section 2.4(b).

“ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.

“ Sole Bookrunner ”: as defined in the preamble to this Agreement.

“ Solvent ”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Specified Agreement ”: as defined in the Guarantee and Collateral Agreement.

 

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“ Specified Hedge Agreement ”: (a) the ISDA Master Agreement, together with the related schedules and confirmations, entered into between KeyBank National Association and the U.S. Borrower on June 23, 2006, and (b) any Hedge Agreement (i) entered into after the Original Closing Date by (A) any Loan Party and (B) any Qualified Counterparty, as counterparty and (ii) that has been designated by such Qualified Counterparty and any Loan Party, by notice to the Administrative Agent, as a Specified Hedge Agreement provided , that any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements. The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of any Qualified Counterparty that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Subsidiary Guarantor under the Guarantee and Collateral Agreement except as provided in Section 11.14.

“ Specified Obligations ”: the Obligations consisting of (a) the principal of and interest on Loans and (b)  reimbursement obligations Reimbursement Obligations in respect of Letters of Credit.

“ Statutory Prior Claims ”: claims for vacation pay, worker’s compensation, unemployment insurance, pension plan contributions, employee or non resident withholding tax source deductions, unremitted goods and services or sales taxes, realty taxes (including utility charges which are collectible like realty taxes), customs duties or similar statutory obligations secured by a Lien on any Group Member’s assets.

“ Subordinated Debt ”: any unsecured Indebtedness of Cedar Fair LP, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise), prior to the date that is six months after the final maturity of the Term Loans (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which (including subordination provisions consistent with those prevailing in debt capital markets of the United States) are otherwise satisfactory to the Administrative Agent and the Syndication Agent.

“ Subordinated Debt Indenture ”: the indenture pursuant to which any Subordinated Debt is issued.

“ Subordinated Intercompany Note ”: as defined in the Guarantee and Collateral Agreement.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Cedar Fair LP.

“ Subsidiary Guarantor ”: each Subsidiary of Cedar Fair LP, other than the Canadian Borrower, Canada’s Wonderland Company, any Excluded Foreign Subsidiary and any Subsidiary that is not a Material Subsidiary (provided that the aggregate assets of all such Subsidiaries that are not Material Subsidiaries and are not Subsidiary Guarantors shall not exceed ten percent (10%) of the consolidated assets of Cedar Fair LP and shall not represent more than ten percent (10%) of Consolidated EBITDA in any fiscal year).

“ Swing Line Lender ”: each of the U.S. Swing Line Lender and , the Canadian Swing Line Lender and each Replacement Swing Line Lender .

“ Swing Line Loan Maturity Date ”: shall mean, with respect to any Swing Line Loan, the earlier of (a) the date that is agreed to by the applicable Swing Line Lender and the applicable Borrower with respect to such Swing Line Loan, but in no event later than fifteen (15) days after the date such Swing Line Loan is made, and (b) the Revolving Termination Date for the applicable Revolving Facility .

“ Swing Line Loans ”: collectively, the U.S. Swing Line Loans and , the Canadian Swing Line Loans and the Replacement Swing Line Loans .

 

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“ Swing Line Sub Commitment ”: (i)  as to any U.S. Swing Line Lender, its U.S. Swing Line Sub Commitment, and (ii) as to any Canadian Swing Line Lender, its Canadian Swing Line Sub Commitment and (iii) as to any Replacement Swing Line Lender , its Canadian under any Replacement Revolving Facility, its Replacement Swing Line Sub Commitment under such Replacement Revolving Facility .

“ Syndication Agent ”: as defined in the preamble to this Agreement.

“ Target ”: Paramount Parks Inc., a Delaware corporation.

“ Taxes ”: as defined in Section 4.10(a).

“ Term Commitments ”: collectively, the U.S. Term Commitments and the Canadian Term Commitments.

“ Term Lender ”: each U.S. Term Lender and each Canadian , each U.S. Term B Lender, each Canadian Term Lender, each Canadian Term B Lender, each Refinancing Term Lender and each Extending Term Lender .

“Term Loan Extension Amendment”: as defined in Section 2.5(c) .

“ Term Loans ”: collectively, each U.S. Term Loan and each Canadian , each Canadian Term Loan, each U.S. Term B Loan, each Canadian Term B Loan, each Extended Term Loan and each Refinancing Term Loan.

“ Title Endorsements ”: as defined in Section 6.1(h)(ii).

“ Transaction ”: collectively, the Acquisition, the termination of the Existing Credit Agreement and the Existing Note Agreements (as both such terms were defined in the Original Credit Agreement) and the payment of all Indebtedness thereunder, and the transactions contemplated by the Original Credit Agreement and this Agreement.

“ Transferee ”: any Assignee or Participant.

“ Type ”: as to any Loan, its nature as a Base Rate Loan, a Canadian Prime Rate Loan, a BA Loan or a Eurodollar Loan.

“ United States ”: the United States of America.

“ U.S. Base Rate in Canada ”: at any time, the greater of (i) the average rate of interest per annum (rounded upward to the nearest basis point) equal to the rate at which the principal office of any two of the Schedule I Lenders chosen by the Canadian Administrative Agent in its discretion, as of 10:00 a.m. on such day, or if such day is not a Business Day, then on the immediately preceding Business Day in Toronto, Ontario, announces from time to time as the reference rate of interest for demand commercial loans in Dollars to its Canadian borrowers, adjusted automatically with each change in such rate without the necessity of any notice to any Loan Party or any other Person, and (ii) the Federal Funds Effective Rate (converted to a rate based on a 365-day period), in effect from time to time, plus 0.50% per annum. If the Canadian Administrative Agent is unable to determine the applicable rate, the US Base Rate in Canada will be, at any time, the greater of (i) the prime rate per annum most recently reported in the “Money Rate” column of the Wall Street Journal, adjusted automatically with each change in such rate without the necessity of any notice to any Loan Party or any other Person, and (ii) the Federal Funds Effective Rate (converted to a rate based on a 365 day period), in effect from time to time, plus 0.50% per annum. Any change in the U.S. Base Rate in Canada shall be effective as of the opening of business on the day the change becomes effective generally.

“ U.S. Borrower ”: as defined in the preamble hereto.

“ U.S. Facilities ”: collectively, the U.S. Term Facility and the U.S. Revolving Facility , the U.S. Revolving Facility, the U.S. Term B Facility, any Replacement Revolving Facility of the U.S. Borrower, any Extended Term Facility of the U.S. Borrower and any Refinancing Term Facility of the U.S. Borrower .

 

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“ U.S. Issuing Lender ”: KeyBank National Association, or any other U.S. Revolving Lender from time to time designated by Cedar Fair LP as the U.S. Issuing Lender with the consent of such U.S. Revolving Lender and the Administrative Agent.

“ U.S. L/C Obligations ”: at any time, an amount equal to the sum of (a) the then aggregate undrawn and unexpired amount of the then outstanding U.S. Letters of Credit and (b) the aggregate amount of drawings under the U.S. Letters of Credit that have not then been reimbursed pursuant to Section 3.11.

“ U.S. L/C Participants ”: with respect to any U.S. Letter of Credit, the collective reference to the U.S. Revolving Lenders other than the U.S. Issuing Lender that issued such U.S. Letter of Credit.

“ U.S. L/C Sub Commitment ”: $30,000,000.

“ U.S. Lenders ”: each of the U.S. Revolving Lenders and , the U.S. Term Lenders , the U.S. Term B Lenders and any Lender with a Replacement Revolving Commitment, Extended Term Loan or Refinancing Term Loan, in each case, of the U.S. Borrower , collectively.

“ U.S. Letters of Credit ”: as defined in Section 3.7(a).

“ U.S. Loans ”: each of the U.S. Revolving Loans and , the U.S. Term Loans , U.S. Term B Loans and any Replacement Revolving Loans, Extended Term Loans or Refinancing Term Loans, in each case, of the U.S. Borrower , collectively.

“ U.S. Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the U.S. Loans and U.S. Reimbursement Obligations (and Replacement Reimbursement Obligations pursuant to any Replacement Revolving Facility of the U.S. Borrower) and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the U.S. Borrower, whether or not a claim for post filing or post petition interest is allowed in such proceeding) the U.S. Loans, the U.S. Reimbursement Obligations (and Replacement Reimbursement Obligations pursuant to any Replacement Revolving Facility of the U.S. Borrower) and all other obligations and liabilities of the U.S. Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the U.S. Letters of Credit (or Replacement Letters of Credit issued pursuant to any Replacement Revolving Facility of the U.S. Borrower) or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Arrangers, to the Agents or to any Lender that are required to be paid by the U.S. Borrower pursuant hereto or thereto) or otherwise.

“ U.S. Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, in each case as and while located in the United States, including, without limitation, the Capital Stock of any Person formed and existing under the laws of the United States or any State or subdivision thereof.

“ U.S. Refunded Swing Line Loans ”: as defined in Section 3.4(b).

“ U.S. Refunding Date ”: as defined in Section 3.4(c).

“ U.S. Reimbursement Obligations ”: the Reimbursement Obligations owing by the U.S. Borrower.

“ U.S. Revolving Commitment ”: as to any U.S. Revolving Lender, the obligation of such Lender, if any, to make U.S. Revolving Loans and participate in U.S. Swing Line Loans and U.S. Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “U.S. Revolving Commitment” under such Lender’s name on (i) on Schedule 1 to such Lender’s Addendum, (ii) in such Lender’s Conversion and Repayment Notice, or (iii) as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate

 

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amount of U.S. Revolving Commitments as of the Second Restatement Date is Three Hundred Ten Million Dollars ($310,000,000).

“ U.S. Revolving Credit Percentage ”: as to any U.S. Revolving Lender at any time, the percentage which such Lender’s U.S. Revolving Commitment then constitutes of the aggregate U.S. Revolving Commitments (or, at any time after the U.S. Revolving Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s U.S. Revolving Extensions of Credit then outstanding constitutes of the amount of the aggregate U.S. Revolving Extensions of Credit then outstanding).

“ U.S. Revolving Extensions of Credit ”: as to any U.S. Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all U.S. Revolving Loans made by such Lender then outstanding, (b) such Lender’s U.S. Revolving Credit Percentage of the U.S. L/C Obligations then outstanding and (c) such Lender’s U.S. Revolving Credit Percentage of the U.S. Swing Line Loans then outstanding.

“ U.S. Revolving Facility ”: as defined in the definition of “Facility” in this Section 1.1.

“ U.S. Revolving Lender ”: each Lender that has a U.S. Revolving Commitment or that is the holder of U.S. Revolving Loans, including institutions that, in separate capacities, serve as the U.S. Issuing Lender.

“ U.S. Revolving Loans ”: as defined in Section 3.1(a).

“ U.S. Revolving Note ”: as defined in Section 4.14.

“ U.S. Secured Parties ”: the collective reference to the Lenders under the U.S. Facilities, the Agents, the Qualified Counterparties under Specified Agreements entered into by the U.S. Borrower or any Subsidiary Guarantor, the U.S. Issuing Lenders (and any Replacement Issuing Lender under any Replacement Revolving Facility of the U.S. Borrower) and the U.S. Swing Line Lenders (and any Replacement Swing Line Lender under any Replacement Revolving Facility of the U.S. Borrower) .

“ U.S. Security Documents ”: collectively, (a) the Guarantee and Collateral Agreement and , (b) all other documents delivered to th