EXHIBIT 10.2
May 11, 2005
Cedar Fair, L.P.
Knott's Berry Farm
One Cedar Point Drive
Sandusky, Ohio 44870
Attn: Corporate Vice President - Finance
Ladies and Gentlemen:
Reference is made to (i) that certain Amended and Restated Note
Purchase and Private Shelf Agreement, dated as of April 7, 2004 (as
amended, modified and supplemented prior to the date hereof, the
"2004 Shelf Agreement") among Cedar Fair, L.P. a Delaware limited
partnership (the "Company"), and Knott's Berry Farm, a California
general partnership ("Knott's Berry Farm"; the Company and Knott's
Berry Farm are hereinafter collectively referred to as the
"Co-Issuers" and individually referred to as a "Co-Issuer"), on the
one hand, and Prudential Investment Management, Inc., The
Prudential Insurance Company of America ("PICA"), Hartford Life
Insurance Company, Medica Health Plan and each Prudential Affiliate
which is or which becomes a party to the 2004 Shelf Agreement, on
the other hand and (ii) that certain Private Shelf Agreement, dated
as of August 24, 1994 (as amended, modified and supplemented prior
to the date hereof, the "1994 Shelf Agreement"; and, collectively
with the 2004 Shelf Agreement, the "Shelf Agreements"), between the
Company and PICA. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in
the Shelf Agreements.
Pursuant to the request of the Co-Issuers and in accordance with
the provisions of paragraph 11C of the Shelf Agreements, the
parties hereto agree as follows:
SECTION 1. Amendment . From and after the date
this letter becomes effective in accordance with its terms,
paragraph 6C of each Shelf Agreement is amended and restated to
read in its entirety as follows:
" 6C. Consolidated
EBITDA Ratio . The Company will not at any time permit the
ratio of (i) the amount of its Consolidated Debt at such time to
(ii) its Consolidated EBITDA for the Testing Period most recently
ended, to exceed the Maximum Permitted Debt Coverage Ratio for such
Testing Period. The "Maximum Permitted Debt Coverage Ratio"
shall mean (1) 3.00 to 1.00 for Testing Periods ending before June
27, 2004, (2) 3.50 to 1.00 for the Testing Period ending June 27,
2004, (3) 3.00 to 1.00 for the Testing Periods from June 28, 2004
through (and including) December 31, 2004, (4) 3.25 to 1.00 for the
Testing Periods from January 1, 2005 through (and including) June
25, 2005, (5) 3.50 to 1.00 for the Testing Periods from June 26,
2005 through (and including) September 24, 2005 and (6) 3.00 to
1.00 for Testing Periods on September 25, 2005 and thereafter;
provided, however, that on and after the earlier to occur of (a)
August 8, 2011 and (b) the date upon which the maximum ratio of
Consolidated Debt to Consolidated EBITDA (or similar concepts)
permitted under the Credit Agreement or under any other primary
bank facility of either Co-Issuer is less than or equal to 3.25 to
1.00, then the "Maximum Permitted Debt Coverage Ratio" shall
be 3.25 to 1.00."
SECTION 2. Conditions Precedent . This letter
shall become effective as of March 27, 2005 upon (a) the return by
the Co-Issuers to Prudential of a counterpart hereof duly executed
by the Co-Issu
