580598v1

EX-10 4 r10k_exhibit10-33.htm EXHIBIT 10.33 580598v1

EXHIBIT 10.33

==========================================================================================================================================

CREDIT AGREEMENT

among

CEDAR FAIR, L.P.,

CEDAR FAIR,

MAGNUM MANAGEMENT CORPORATION,

KNOTT'S BERRY FARM,
as Borrowers,

THE FINANCIAL INSTITUTIONS NAMED HEREIN
as Banks

and

KEYBANK NATIONAL ASSOCIATION,
as Lead Arranger and Administrative Agent

_____________________

dated as of

December 22, 2003

_____________________

==========================================================================================================================================

ARTICLE I. DEFINITIONS 1

Section 1.1. Definitions 1

Section 1.2. Accounting Terms 18

Section 1.3. Plural Terms 18

ARTICLE II. AMOUNT AND TERMS OF CREDIT 18

Section 2.1. Amount and Nature of Credit 18

Section 2.2. Conditions to Loans and Letters of Credit 23

Section 2.3. Treasury Manager 24

Section 2.4. Liability of Borrowers 25

Section 2.5. Additional Borrowers 25

Section 2.6. Payment of Loans 26

Section 2.7. Prepayment 27

Section 2.8. Modifications to Commitment 28

Section 2.9. Facility and Other Fees 30

Section 2.10. Computation of Interest and Fees; Default Rate 30

Section 2.11. Mandatory Payment 30

ARTICLE III. ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS; INCREASED CAPITAL; TAXES 31

Section 3.1. Reserves or Deposit Requirements, Etc 31

Section 3.2. Tax Law, Etc 31

Section 3.3. Eurodollar Deposits Unavailable or Interest Rate Unascertainable 32

Section 3.4. Indemnity 32

Section 3.5. Changes in Law Rendering LIBOR Loans Unlawful 33

Section 3.6. Funding 33

Section 3.7. Capital Adequacy 33

ARTICLE IV. CONDITIONS PRECEDENT 34

Section 4.1. Notes 34

Section 4.2. Guaranties of Payment of Debt 34

Section 4.3. Intercreditor Agreement 34

Section 4.4. Officer's Certificate, Resolutions, Organizational Documents 34

Section 4.5. Legal Opinion 34

Section 4.6. Good Standing and Full Force and Effect Certificates 34

Section 4.7. Closing, Agent and Legal Fees 34

Section 4.8. Existing Credit Agreements 34

Section 4.9. Closing Certificate 35

Section 4.10. Note Agreements 35

Section 4.11. Amendment to Prudential Note Agreements 35

Section 4.12. No Material Adverse Change 35

Section 4.13. Miscellaneous 35

ARTICLE V. COVENANTS 35

Section 5.1. Insurance 35

Section 5.2. Money Obligations 35

Section 5.3. Financial Statements 36

Section 5.4. Financial Records 36

Section 5.5. Franchises; Change in Business 37

Section 5.6. ERISA Compliance 37

Section 5.7. Financial Covenants 37

Section 5.8. Borrowing 38

Section 5.9. Liens 39

Section 5.10. Regulations U and X 40

Section 5.11. Investments and Loans 40

Section 5.12. Merger and Sale of Assets 40

Section 5.13. Acquisitions 41

Section 5.14. Notices 42

Section 5.15. Environmental Compliance 42

Section 5.16. Affiliate Transactions 42

Section 5.17. Use of Proceeds 43

Section 5.18. Corporate Names 43

Section 5.19. Subsidiary Guaranties 43

Section 5.20. Restrictive Agreements 43

Section 5.21. Other Covenants 44

Section 5.22. [Intentionally left blank.] 44

Section 5.23. Guaranty Under Material Indebtedness Agreement 44

Section 5.24. Pari Passu Ranking 44

Section 5.25. Note Agreements 44

Section 5.26. Amendment of Organizational Documents 44

Section 5.27. Anti-Terrorism Laws 44

ARTICLE VI. REPRESENTATIONS AND WARRANTIES 44

Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification 45

Section 6.2. Corporate Authority 45

Section 6.3. Compliance With Laws 45

Section 6.4. Litigation and Administrative Proceedings 45

Section 6.5. Title to Assets 46

Section 6.6. Liens and Security Interests 46

Section 6.7. Tax Returns 46

Section 6.8. Environmental Laws 46

Section 6.9. Continued Business 47

Section 6.10. Employee Benefits Plans 47

Section 6.11. Consents or Approvals 47

Section 6.12. Solvency 48

Section 6.13. Financial Statements 48

Section 6.14. Regulations 48

Section 6.15. Intellectual Property 48

Section 6.16. Insurance 48

Section 6.17. Accurate and Complete Statements 48

Section 6.18. Investment Company; Holding Company 48

Section 6.19. Anti-Terrorism Laws 49

Section 6.20. Reportable Transactions 49

Section 6.21. Defaults 49

ARTICLE VII. EVENTS OF DEFAULT 50

Section 7.1. Payments 50

Section 7.2. Special Covenants 50

Section 7.3. Other Covenants 50

Section 7.4. Representations and Warranties 50

Section 7.5. Cross Default 50

Section 7.6. ERISA Default 50

Section 7.7. Change in Control; Determination of Taxability 50

Section 7.8. Money Judgment 50

Section 7.9. Validity of Loan Documents 50

Section 7.10. Solvency 51

ARTICLE VIII. REMEDIES UPON DEFAULT 51

Section 8.1. Optional Defaults 51

Section 8.2. Automatic Defaults 52

Section 8.3. Letters of Credit 52

Section 8.4. Offsets 52

Section 8.5. Equalization Provision 52

ARTICLE IX. THE AGENT 53

Section 9.1. Appointment and Authorization 53

Section 9.2. Note Holders 53

Section 9.3. Consultation With Counsel 53

Section 9.4. Documents 53

Section 9.5. Agent and Affiliates 53

Section 9.6. Knowledge of Default 53

Section 9.7. Action by Agent 54

Section 9.8. Notices, Default 54

Section 9.9. Indemnification of Agent 54

Section 9.10. Successor Agent 54

Section 9.11. No Reliance on Agent's Customer Identification Program 55

Section 9.12. USA Patriot Act 55

ARTICLE X. MISCELLANEOUS 55

Section 10.1. Banks' Independent Investigation 55

Section 10.2. No Waiver; Cumulative Remedies 55

Section 10.3. Amendments; Consents 56

Section 10.4. Notices 56

Section 10.5. Costs, Expenses and Taxes 56

Section 10.6. Indemnification 57

Section 10.7. Obligations Several; No Fiduciary Obligations 57

Section 10.8. Execution in Counterparts 57

Section 10.9. Binding Effect; Borrowers' Assignment 57

Section 10.10. Bank Assignments; Participations 57

Section 10.11. Severability of Provisions; Captions; Attachments 60

Section 10.12. Entire Agreement 60

Section 10.13. Governing Law; Submission to Jurisdiction 60

Section 10.14. Legal Representation of Parties 61

Section 10.15. Confidentiality 61

Section 10.16. Treasury Regulations 61

Section 10.17. Limited Liability of Partners 62

Section 10.18. Jury Trial Waiver 1

End of TOC - Do not delete this paragraph!

SCHEDULE 1 - BANKS AND COMMITMENTS s-1

SCHEDULE 2 - GUARANTORS OF PAYMENT s-2

SCHEDULE 3 - LETTERS OF CREDIT s-3

Exhibit A - Revolving Credit Note a-1

Exhibit B - Swing Line Note b-1

Exhibit C - Notice of Loan c-1

Exhibit D - Compliance Certificate d-1

Exhibit E - Form of Guaranty of Payment of Debt E-1

Exhibit F - Intercreditor Agreement f-1

Exhibit G - Form of Assumption Agreement g-1

Exhibit H - Form of Assignment and Acceptance Agreement h-1

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of December 22, 2003, among:

(a) CEDAR FAIR, L.P., a Delaware limited partnership ("Cedar Fair LP");

(b) CEDAR FAIR, an Ohio general partnership ("Cedar Fair");

(c) MAGNUM MANAGEMENT CORPORATION, an Ohio corporation ("Magnum Management"), in its capacity as a Borrower (as hereinafter defined) and in its capacity as treasury manager (in such capacity as treasury manager, together with any successor appointed pursuant to Section 2.3 hereof, the "Treasury Manager");

(d) KNOTT'S BERRY FARM, a California general partnership ("Knott's Berry Farm"; and together with Cedar Fair LP, Cedar Fair, Magnum Management and each other Company that shall become a Borrower pursuant to Section 2.5 hereof, collectively, "Borrowers" and, individually, each a "Borrower");

(e) the banking institutions named in Schedule 1 hereto (collectively, "Banks" and, individually, each a "Bank"); and

(f) KEYBANK NATIONAL ASSOCIATION, as lead arranger and administrative agent for the Banks under this Agreement ("Agent").

WITNESSETH:

WHEREAS, Borrowers, Agent and the Banks desire to contract for the establishment of credits in the aggregate principal amounts hereinafter set forth, to be made available to Borrowers upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

DEFINITIONS

Definitions. As used in this Agreement, the following terms shall have the following meanings:

"Acquisition" shall mean any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (b) the acquisition of in excess of fifty percent (50%) of the stock (or other equity interest) of any Person, or (c) the acquisition of another Person (other than a Company) by a merger or consolidation or any other combination with such Person.

"Additional Commitment" shall have the meaning given to such term in Section 2.8(c) hereof.

"Additional Bank" shall mean a financial institution that shall become a Bank hereunder pursuant to Section 2.8(c) hereof.

"Additional Bank Assumption Agreement" shall mean an Assumption Agreement in form and substance satisfactory to Agent, wherein an Additional Bank shall become a Bank hereunder.

"Advantage" shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other indebtedness or otherwise) received by any Bank in respect of the Debt, if such payment results in that Bank having less than its pro rata share of the Debt then outstanding than was the case immediately before such payment.

"Affiliate" shall mean any Person, directly or indirectly, controlling, controlled by or under common control with a Company and "control" (including the correlative meanings, the terms "controlling", "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Company, whether through the ownership of voting securities, by contract or otherwise.

"Agent" shall have the meaning given to such term in the first paragraph of this Agreement, and shall include any successor appointed pursuant to Section 9.10 hereof.

"Agent Fee Letter" shall mean the Agent Fee Letter between Borrowers and Agent, dated as of the Closing Date, as the same may from time to time be amended, restated or otherwise modified.

"Anti-Terrorism Law" shall mean 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 Facility Fee Rate" shall mean:

for the period from the Closing Date through April 30, 2004, twenty (20.00) basis points; and

commencing with the financial statements for the fiscal year ending December 31, 2003, the number of basis points set forth in the following matrix, based upon the result of the computation of the Consolidated EBITDA/Interest Ratio, shall be used to establish the number of basis points that will go into effect on May 1, 2004 and thereafter:

Consolidated EBITDA/ Interest Ratio	Applicable Facility Fee Rate
Greater than or equal to 11.00 to 1.00	15.00 basis points
Greater than or equal to 8.00 to 1.00, but less than 11.00 to 1.00	17.50 basis points
Greater than or equal to 6.00 to 1.00, but less than 8.00 to 1.00	20.00 basis points
Greater than or equal to 5.00 to 1.00, but less than 6.00 to 1.00	22.50 basis points
Less than 5.00 to 1.00	25.00 basis points

Changes to the Applicable Facility Fee Rate shall be effective on the first day of the month following the date upon which Agent received, or, if earlier, should have received, pursuant to Section 5.3(a) and (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof.

"Applicable Margin" shall mean:

for the period from the Closing Date through April 30, 2004, sixty-seven and one-half (67.50) basis points; and

commencing with the financial statements for the fiscal year ending December 31, 2003, the number of basis points set forth in the following matrix, based upon the result of the computation of the Consolidated EBITDA/Interest Ratio, shall be used to establish the number of basis points that will go into effect on May 1, 2004 and thereafter:

Consolidated EBITDA/ Interest Ratio	Applicable Margin
Greater than or equal to 11.00 to 1.00	47.50 basis points
Greater than or equal to 8.00 to 1.00, but less than 11.00 to 1.00	57.50 basis points
Greater than or equal to 6.00 to 1.00, but less than 8.00 to 1.00	67.50 basis points
Greater than or equal to 5.00 to 1.00, but less than 6.00 to 1.00	90.00 basis points
Less than 5.00 to 1.00	100.00 basis points

Changes to the Applicable Margin shall be effective on the first day of the month following the date upon which Agent received, or, if earlier, Agent should have received, pursuant to Section 5.3(a) and (b) hereof, the financial statements of the Companies. The above matrix does not modify or waive, in any respect, the requirements of Section 5.7 hereof, the rights of Agent and the Banks to charge the Default Rate, or the rights and remedies of Agent and the Banks pursuant to Articles VII and VIII hereof.

"Assignment Agreement" shall mean an Assignment and Acceptance Agreement in the form of the attached Exhibit H.

"Assumption Agreement" shall mean each of the Assumption Agreements executed by a Company that shall have become a Borrower pursuant to Section 2.5 hereof after the Closing Date, in the form of the attached Exhibit G, as the same may from time to time be amended, restated or otherwise modified.

"Bank" and "Banks" shall have the meanings given to such terms in the first paragraph of this Agreement.

"Base Rate" shall mean a rate per annum equal to the greater of (a) the Prime Rate or (b) one-half of one percent (0.5%) in excess of the Federal Funds Effective Rate. Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate.

"Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on which Borrowers shall pay interest at a rate based on the Base Rate.

"Borrower" and "Borrowers" shall have the meanings given to such terms in the first paragraph of this Agreement.

"Business Day" shall mean a day of the year on which banks are not required or authorized to close in Cleveland, Ohio, and, if the applicable Business Day relates to any LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market.

"Capital Distribution" shall mean a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption, repurchase or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest.

"Cash Equivalents" shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition; (b) U.S. dollar denominated time deposits, certificates of deposit and bankers' acceptances of any Bank or any bank whose short-term commercial paper rating from Standard & Poor's is at least A-1, or the equivalent thereof, or from Moody's is at least P-1, or the equivalent thereof (any such bank, an "Approved Depository"), in each case with maturities of not more than one year from the date of acquisition; (c) commercial paper issued by any Bank or Approved Depository or by the parent company of any Bank or Approved Depository and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by Standard & Poor's or at least P-1 or the equivalent thereof by Moody's, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from Standard & Poor's or Moody's, as the case may be, and in each case maturing within two hundred seventy (270) days after the date of acquisition; (d) investments in money market funds substantially all the assets of which are comprised of securities of the types described in subparts (a) through (c) above; and (e) investments in money market funds access to which is provided as part of "sweep" accounts maintained with a Bank or an Approved Depository.

"Cedar Fair" shall have the meaning given to such term in the first paragraph of this Agreement.

"Cedar Fair LP" shall have the meaning given to such term in the first paragraph of this Agreement.

"Change in Control" shall mean:

any person or group (as such term is defined in section 13(d)(3) of the Securities Exchange Act of 1934, as then in effect), other than Cedar Fair LP, any trustee or other fiduciary holding securities under an employee benefit plan of the Companies or the Current Holder Group, shall acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as then in effect) of more than forty percent (40%), on a fully diluted basis, of the economic or voting interest in Cedar Fair LP's partnership interests;

the holders of partnership interests in Cedar Fair LP shall approve a merger or consolidation of Cedar Fair LP with any other Person, other than a merger or consolidation that would result in the partnership interests of Cedar Fair LP outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or exchanged for voting securities of the surviving or resulting entity or its parent corporation) more than fifty-one percent (51%) of the Voting Power of the partnership interests or other voting securities of Cedar Fair LP or such surviving or resulting entity (or parent corporation) outstanding after such merger or consolidation;

the holders of partnership interests in Cedar Fair LP shall approve a plan of complete liquidation of Cedar Fair LP or an agreement or agreements for the sale or disposition by Cedar Fair LP of all or substantially all of the assets of Cedar Fair LP; or

Cedar Fair LP shall cease to own, directly or indirectly, or with another Borrower, one hundred percent (100%) of the beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the Securities and Exchange Act of 1934, as then in effect) of the economic and voting interest of each other Borrower.

"Closing Commitment Amount" shall mean the principal amount of One Hundred Eighty Million Dollars ($180,000,000).

"Closing Date" shall mean the effective date of this Agreement.

"Closing Fee Letter" shall mean the Closing Fee Letter among Borrowers, Agent and the Banks, dated as of the Closing Date.

"Code" shall mean the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

"Commitment" shall mean the obligation hereunder of the Banks, during the Commitment Period, to make Loans and to participate in the issuance of Letters of Credit pursuant to the Revolving Credit Commitments, up to the Total Commitment Amount.

"Commitment Percentage" shall mean, for each Bank, the percentage set forth opposite such Bank's name under the column headed "Commitment Percentage", as listed in Schedule 1 hereto.

"Commitment Period" shall mean the period from the Closing Date to March 31, 2007, or such earlier date on which the Commitment shall have been terminated pursuant to Article VIII hereof.

"Company" shall mean a Borrower or Subsidiary.

"Companies" shall mean all Borrowers and Subsidiaries.

"Compliance Certificate" shall mean a certificate, substantially in the form of the attached Exhibit D.

"Confidential Information" shall mean any non-public information obtained by Agent or any Bank pursuant to the requirements of this Agreement that shall have been identified as such by the Treasury Manager, but does not include information (a) that was publicly available or otherwise known to Agent or such Bank at the time of disclosure (other than through disclosure by a Company), (b) that subsequently becomes publicly known through no act or omission by Agent or any Bank, or (c) that otherwise becomes known to Agent or such Bank, other than through disclosure by a Company or disclosure in violation of an obligation of confidence of which Agent or such Bank knows or should have known.

"Consideration" shall mean, in connection with an Acquisition, the aggregate consideration paid, including borrowed funds, cash, the issuance of securities or notes, the assumption or incurring of liabilities (direct or contingent), the payment of consulting fees or fees for a covenant not to compete and any other consideration paid for such purchase.

"Consolidated" shall mean the resultant consolidation of the financial statements of Cedar Fair LP in accordance with GAAP, including principles of consolidation consistent with those applied in preparation of the consolidated financial statements referred to in Section 6.13 hereof.

"Consolidated Depreciation and Amortization Charges" shall mean, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrowers for such period, as determined on a Consolidated basis and in accordance with GAAP.

"Consolidated EBIT" shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated Net Earnings for such period plus (a) the aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) Consolidated Income Tax Expense, (ii) Consolidated Interest Expense, and (iii) extraordinary non-cash losses and charges and other non-recurring (with the understanding that unit option expense shall not constitute a recurring event) non-cash losses and charges, minus (b) gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and non-recurring (with the understanding that unit option credits shall not constitute a recurring event) non-cash gains.

"Consolidated EBITDA" shall mean, for any period, on a Consolidated basis and in accordance with GAAP, Consolidated EBIT plus Consolidated Depreciation and Amortization Charges; provided that Consolidated EBITDA for any period shall (a) include the appropriate financial items for any Person or business unit that has been acquired by any Company for any portion of such period prior to the date of acquisition, and (b) exclude the appropriate financial items for any Person or business unit that has been disposed of by any Company, for the portion of such period prior to the date of disposition.

"Consolidated EBITDA/Interest Ratio" shall mean, at any time, for the most recently completed four fiscal quarters of Borrowers, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated EBITDA (without giving effect to the proviso in the definition of Consolidated EBITDA) to (b) Consolidated Interest Expense.

"Consolidated Funded Indebtedness" shall mean, at any date, on a Consolidated basis, all Indebtedness of the Companies for borrowed money and capitalized leases, including, but not limited to, current, long-term and Subordinated Indebtedness, if any.

"Consolidated Income Tax Expense" shall mean, for any period, all provisions for taxes based on the gross or net income of Borrowers (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto), and all franchise taxes of Borrowers, as determined on a Consolidated basis and in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period, the interest expense of Borrowers for such period, as determined on a Consolidated basis and in accordance with GAAP.

"Consolidated Net Earnings" shall mean, for any period, the net income (loss) of Borrowers for such period, as determined on a Consolidated basis and in accordance with GAAP.

"Consolidated Net Worth" shall mean, at any date, all amounts that, in accordance with GAAP, would be included under the caption "total partners' equity" (or any like caption) on the Consolidated balance sheet of Cedar Fair LP as of such date.

"Controlled Group" shall mean a Company and each Person required to be aggregated with a Company under Code Sections 414(b), (c), (m) or (o).

"Current Holder Group" shall mean (a) those individuals who are officers and directors of Cedar Fair LP or the Managing General Partner on the Closing Date, (b) the spouses, heirs, legatees, descendants and blood relatives to the third degree of consanguinity of any such individual, (c) the executors and administrators of the estate of any such individual, and any court appointed guardian of any such individual, and (d) any trust for the benefit of any such individual referred to in the foregoing clauses (a) and (b) 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.

"Debt" shall mean, collectively, all Indebtedness and other obligations incurred by Borrowers to Agent and the Banks pursuant to this Agreement and the other Loan Documents and includes the principal of and interest on all Loans and the Letter of Credit Exposure and each extension, renewal or refinancing thereof in whole or in part, the facility fees, other fees and any prepayment fees payable hereunder.

"Default" shall mean an event or condition that constitutes, or with the lapse of any applicable grace period or the giving of notice or both would constitute, an Event of Default and that has not been waived by the Required Banks or all of the Banks, as the case may be, in writing.

"Default Rate" shall mean a rate per annum equal to two percent (2%) in excess of the Base Rate from time to time in effect.

"Derived LIBOR Rate" shall mean a rate per annum equal to the sum of the Applicable Margin (from time to time in effect) plus the LIBOR Rate.

"Derived Swing Loan Rate" shall mean a rate per annum equal to (a) Agent's costs of funds as quoted to the Treasury Manager by Agent and agreed to by the Treasury Manager, plus (b) the Applicable Margin (from time to time in effect), plus (c) the Applicable Facility Fee Rate.

"Determination of Taxability" shall mean any of the following:

Cedar Fair LP shall elect, for Federal income tax purposes, to be treated as an association taxable as a corporation under Subchapter C of the Code;

Cedar Fair LP shall have received from the Internal Revenue Service any written notice or other communication that questions the status or right of Cedar Fair LP to be treated as a partnership under the Code, and not as an association taxable as a corporation under Subchapter C of the Code, and within sixty (60) days following the receipt of any such notice or other communication Cedar Fair LP has not obtained, and provided to Agent a copy of, a written confirmation from the Internal Revenue Service that such notice or other communication is withdrawn and further confirming that the Internal Revenue Service recognizes that Cedar Fair LP is entitled to be treated as a partnership under the Code, and not as an association taxable as a corporation under Subchapter C of the Code; or

any other event or circumstance shall occur or exist that, in the reasonable opinion of Agent, draws into question the status or right of Cedar Fair LP to be treated as a partnership under the Code, and not as an association taxable as a corporation under Subchapter C of the Code, and within thirty (30) days following the receipt by Cedar Fair LP of a written request therefor from Agent, Cedar Fair LP shall have failed to deliver to Agent a written opinion, reasonably satisfactory in form, scope and substance to Agent, of Squire Sanders & Dempsey L.L.P., or other nationally recognized independent tax counsel, to the effect that, in the opinion of such counsel, Cedar Fair LP should be treated for Federal income tax purposes as a partnership, and not as an association taxable as a corporation under Subchapter C of the Code, and covering such other matters related thereto as Agent may reasonably request.

"Environmental Laws" shall mean all provisions of law, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by the government of the United States of America or by any state or municipality thereof or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated pursuant thereto.

"ERISA Event" shall mean (a) the existence of a condition or event with respect to an ERISA Plan that presents a material risk of the imposition of an excise tax or any other liability on a Company or of the imposition of a Lien on the assets of a Company; (b) the engagement by a Controlled Group member in a non-exempt "prohibited transaction" (as defined under ERISA Section 406 or Code Section 4975) or a breach of a fiduciary duty under ERISA that could result in material liability to a Company; (c) the application by a Controlled Group member for a waiver from the minimum funding requirements of Code Section 412 or ERISA Section 302 or a Controlled Group member is required to provide security under Code Section 401(a)(29) or ERISA Section 307; (d) the occurrence of a Reportable Event with respect to any Pension Plan as to which notice is required to be provided to the PBGC; (e) the withdrawal by a Controlled Group member from a Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" (as such terms are defined in ERISA Sections 4203 and 4205, respectively); (f) the involvement of, or occurrence or existence of any event or condition that makes likely the involvement of, a Multiemployer Plan in any reorganization under ERISA Section 4241; (g) the failure of an ERISA Plan (and any related trust) that is intended to be qualified under Code Sections 401 and 501 to be so qualified or the failure of any "cash or deferred arrangement" under any such ERISA Plan to meet the requirements of Code Section 401(k); (h) the taking by the PBGC of any steps to terminate a Pension Plan or appoint a trustee to administer a Pension Plan, or the taking by a Controlled Group member of any steps to terminate a Pension Plan; (i) the failure by a Controlled Group member or an ERISA Plan to satisfy any material requirements of law applicable to an ERISA Plan; (j) the commencement, existence or threatening of a claim, action, suit, audit or investigation with respect to an ERISA Plan, other than a routine claim for benefits; or (k) any occurrence by or any expectation of the incurrence by a Controlled Group member of any material liability for post-retirement benefits under any Welfare Plan, other than as required by ERISA Section 601, et. seq. or Code Section 4980B.

"ERISA Plan" shall mean an "employee benefit plan" (within the meaning of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, maintains, contributes to, has liability with respect to or has an obligation to contribute to such plan.

"Eurocurrency Reserve Percentage" shall mean, for any Interest Period in respect of any LIBOR Loan, as of any date of determination, the aggregate of the then stated maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, applicable to such Interest Period (if more than one such percentage is applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) by the Board of Governors of the Federal Reserve System, any successor thereto, or any other banking authority, domestic or foreign, to which a Bank may be subject in respect to eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board) or in respect of any other category of liabilities including deposits by reference to which the interest rate on LIBOR Loans is determined or any category of extension of credit or other assets that include the LIBOR Loans. For purposes hereof, such reserve requirements shall include, without limitation, those imposed under Regulation D of the Federal Reserve Board and the LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities subject to such reserve requirements without benefit of credits for proration, exceptions or offsets which may be available from time to time to any Bank under said Regulation D.

"Event of Default" shall mean an event or condition that shall constitute an event of default as defined in Article VII hereof.

"Federal Funds Effective Rate" shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate" as of the Closing Date.

"Financial Officer" shall mean any of the following officers: chief executive officer, president, chief financial officer, controller or treasurer. Unless otherwise qualified, all references to a Financial Officer in this Agreement shall refer to a Financial Officer of Cedar Fair LP.

"Foreign Subsidiary" shall mean a Subsidiary that shall be organized outside of the United States.

"Fronting Bank" shall mean, as to any Letter of Credit transaction hereunder, Agent as issuer of the Letter of Credit, or, in the event that Agent shall be unable to issue a Letter of Credit, such other Bank as shall agree to issue the Letter of Credit in its own name, but on behalf of the Banks hereunder.

"GAAP" shall mean generally accepted accounting principles as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a basis consistent with the past accounting practices and procedures of Borrowers.

"Guarantor" shall mean a Person that shall have pledged its credit or property in any manner for the payment or other performance of the indebtedness, contract or other obligation of another and includes (without limitation) any guarantor (whether of payment or of collection), surety, co-maker, endorser or Person that shall have agreed conditionally or otherwise to make any purchase, loan or investment in order thereby to enable another to prevent or correct a default of any kind.

"Guarantor of Payment" shall mean each of the Companies set forth on Schedule 2 hereof, that are each executing and delivering a Guaranty of Payment as of the Closing Date, or any other Person that shall deliver a Guaranty of Payment to Agent subsequent to the Closing Date.

"Guaranty of Payment" shall mean each Guaranty of Payment of Debt, in the form of Exhibit E hereto, executed and delivered on or after the Closing Date in connection herewith by each Guarantor of Payment, as the same may from time to time be amended, restated or otherwise modified.

"Hedge Agreement" shall mean any (a) hedge agreement, interest rate swap, cap, collar or floor agreement, or other interest rate management device, or (b) currency swap agreement, forward currency purchase agreement or similar arrangement or agreement designed to protect against fluctuations in currency exchange rates.

"Increased Commitment Amount" shall mean the principal amount of Two Hundred Thirty Million Dollars ($230,000,000) (or such lesser amount or amounts as shall be determined pursuant to Section 2.8(b) or (c) hereof).

"Indebtedness" shall mean, for any Company (excluding in all cases trade payables payable in the ordinary course of business by such Company), without duplication, (a) all obligations to repay borrowed money, direct or indirect, incurred, assumed, or guaranteed, (b) all obligations for the deferred purchase price of capital assets, (c) all obligations under conditional sales or other title retention agreements, (d) all obligations (contingent or otherwise) under any letter of credit, banker's acceptance, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (e) all synthetic leases, (f) all lease obligations that have been or should be capitalized on the books of such Company in accordance with GAAP, (g) all obligations of such Company with respect to asset securitization financing programs, (h) all obligations to advance funds to, or to purchase assets, property or services from, any other Person in order to maintain the financial condition of such Person, and (i) any other transaction (including forward sale or purchase agreements) having the commercial effect of a borrowing of money entered into by such Company to finance its operations or capital requirements.

"Intercreditor Agreement" shall mean the Second Amended and Restated Intercreditor Agreement, in the form of Exhibit F hereto, dated as of December 22, 2003 among Agent, for the benefit of and on behalf of the Banks, and the Noteholders, as the same may from time to time be amended, restated or otherwise modified.

"Interest Adjustment Date" shall mean the last day of each Interest Period.

"Interest Coverage Ratio" shall mean, for the most recently completed four fiscal quarters of Borrowers, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated EBIT to (b) Consolidated Interest Expense.

"Interest Period" shall mean, with respect to any LIBOR Loan, the period commencing on the date such LIBOR Loan is made and ending on the last day of such period, as selected by the Treasury Manager pursuant to the provisions hereof, and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of such period, as selected by the Treasury Manager pursuant to the provisions hereof. The duration of each Interest Period for any LIBOR Loan shall be one month, two months, three months or six months, in each case as the Treasury Manager may select upon notice, as set forth in Section 2.2 hereof, provided that (a) if the Treasury Manager fails to so select the duration of any Interest Period, the Treasury Manager, on behalf of the applicable Borrower, shall be deemed to have converted such LIBOR Loan to a Base Rate Loan at the end of the then current Interest Period; and (b) the Treasury Manager may not select any Interest Period for a LIBOR Loan that ends after any date when principal is due on such LIBOR Loan.

"Letter of Credit" shall mean (a) the letters of credit issued by the Agent, as the Fronting Bank, to a Borrower or Guarantor of Payment, outstanding as of the Closing Date, as listed on Schedule 3 hereto, and (b) any standby letter of credit that shall be issued by the Fronting Bank for the account of a Borrower or Guarantor of Payment, including amendments thereto, if any, and shall have an expiration date no later than the earlier of (a) one year after its date of issuance or (b) thirty (30) days prior to the last day of the Commitment Period.

"Letter of Credit Commitment" shall mean the Commitment of the Fronting Bank, on behalf of the Banks, to issue Letters of Credit in an aggregate face amount of up to Fifteen Million Dollars ($15,000,000).

"Letter of Credit Exposure" shall mean, at any time of determination, the sum of (a) the aggregate undrawn face amount of all issued and outstanding Letters of Credit, and (b) the aggregate of the draws made on Letters of Credit that shall not have been reimbursed by Borrowers or converted to a Revolving Loan pursuant to Section 2.1C hereof.

"Leverage Ratio" shall mean, at any time, for the most recently completed four fiscal quarters of Borrowers, on a Consolidated basis and in accordance with GAAP, the ratio of (a) Consolidated Funded Indebtedness to (b) Consolidated EBITDA.

"LIBOR Loan" shall mean a Loan described in Section 2.1A hereof on which Borrowers shall pay interest at a rate based on the LIBOR Rate.

"LIBOR Rate" shall mean, for any Interest Period with respect to a LIBOR Loan, the quotient (rounded upwards, if necessary, to the nearest one one-hundredth of one percent (1/100th of 1%)) of (a) the per annum rate of interest, determined by Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such LIBOR Loan, as provided by Bloomberg's or Reuters (or any other similar company or service that provides rate quotations comparable to those currently provided by such companies as the rate in the London interbank market) for dollar deposits in immediately available funds with a maturity comparable to such Interest Period, divided by (b) a number equal to 1.00 minus the Eurocurrency Reserve Percentage. In the event that such rate quotation is not available for any reason, then the rate (for purposes of clause (a) hereof) shall be the rate, determined by Agent as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such LIBOR Loan, to be the average (rounded upwards, if necessary, to the nearest one one-hundredth of one percent (1/100th of 1%)) of the per annum rates at which dollar deposits in immediately available funds in an amount comparable to such LIBOR Loan and with a maturity comparable to such Interest Period are offered to the prime banks by leading banks in the London interbank market. The LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Eurocurrency Reserve Percentage.

"Lien" shall mean any mortgage, security interest, lien (statutory or other), charge, encumbrance on, pledge or deposit of, or conditional sale, leasing, sale with a right of redemption or other title retention agreement and any capitalized lease with respect to any property (real or personal) or asset.

"Loan" or "Loans" shall mean the credit extended to Borrowers by the Banks in accordance with Section 2.1A or B hereof.

"Loan Documents" shall mean, collectively, this Agreement, each Note, each Guaranty of Payment, all documentation relating to each Letter of Credit, the Intercreditor Agreement, the Agent Fee Letter, the Closing Fee Letter, each Additional Bank Assumption Agreement and each Assumption Agreement, as any of the foregoing may from time to time be amended, restated or otherwise modified or replaced.

"Magnum Management" shall have the meaning given to such term in the first paragraph of this Agreement.

"Managing General Partner" shall mean Cedar Fair Management Company, an Ohio corporation, together with its successors and assigns.

"Material Adverse Effect" shall mean a material adverse effect on the business, operations, property, condition (financial or otherwise) or prospects of the Companies taken as a whole.

"Material Indebtedness "shall mean any Indebtedness of any Company or the Companies in excess of the aggregate amount of Five Million Dollars ($5,000,000).

"Material Indebtedness Agreement" shall mean any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing any Indebtedness of any Company or the Companies in excess of the aggregate amount of Five Million Dollars ($5,000,000).

"Maximum Amount" shall mean, for each Bank, the respective amounts set forth on Schedule 1 hereto opposite such Bank's name under the columns headed "Maximum Amount other than during any Seasonal Commitment Decrease Period" or "Maximum Amount during Seasonal Commitment Decrease Period", as determined in accordance with Section 2.8(a) hereof.

"Maximum Commitment Amount" shall mean the principal amount of One Hundred Eighty Million Dollars ($180,000,000) (or such other amount as shall be determined pursuant to Section 2.8(b) or (c) hereof).

"Moody's" shall mean Moody's Investors Service, Inc., or any successor to such company.

"Multiemployer Plan" shall mean a Pension Plan that is subject to the requirements of Subtitle E of Title IV of ERISA.

"Note" shall mean any Revolving Credit Note or any Swing Line Note, or any other note delivered pursuant to this Agreement.

"Note Agreements" shall mean, collectively, (a) the Prudential Note Agreements, (b) the 2002 Note Agreements, (c) the 2003 Note Agreements, and (d) any other note agreement that shall have been entered into in connection with the issuance of Indebtedness by the Companies in an underwritten public offering, Rule 144A offering or other private placement with one or more institutional investors subsequent to the Closing Date, so long as such note agreement shall meet the following requirements: (i) the maturity date of such note agreement shall be no earlier than the date that is ninety (90) days after the last day of the Commitment Period, and (ii) the holders of such Indebtedness shall, if requested by Agent and the Required Banks, have become a party to the Intercreditor Agreement, as any such Note Agreement may, in accordance with Section 5.25 hereof, from time to time be amended, restated or otherwise modified.

"Noteholders" shall mean (a) The Prudential Insurance Company, as the holder of the senior notes issued pursuant to the Prudential Note Agreements, (b) the 2002 Noteholders, as the holders of the senior notes issued pursuant to the 2002 Note Agreements, and (c) the 2003 Noteholders, as the holders of the senior notes issued pursuant to the 2003 Note Agreements, together with any other holder of any senior notes issued pursuant to the Note Agreements, and the respective successors and assigns of any of the foregoing.

"Notice of Loan" shall mean a Notice of Loan in the form of the attached Exhibit C.

"Obligor" shall mean (a) a Person whose credit or any of whose property is pledged to the payment of the Debt and includes, without limitation, any Guarantor, and (b) any signatory to a Related Writing.

"Organizational Documents" shall mean, with respect to any Person (other than an individual), such Person's Articles (Certificate) of Incorporation, or equivalent formation documents, and Regulations (Bylaws), or equivalent governing documents, and any amendments to any of the foregoing.

"PBGC" shall mean the Pension Benefit Guaranty Corporation, or its successor.

"Pension Plan" shall mean an ERISA Plan that is a "pension plan" (within the meaning of ERISA Section 3(2)).

"Permitted Investment" shall mean an investment of a Company in the stock (or other debt or equity instruments) of a Person (other than a Company), so long as (a) the Company making the investment is a Borrower or a Guarantor of Payment; and (b) the aggregate amount of all such investments made by all Companies after the Closing Date does not exceed an aggregate amount equal to Thirty Million Dollars ($30,000,000).

"Person" shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any other entity.

"Prime Rate" shall mean the interest rate established from time to time by Agent as Agent's prime rate, whether or not such rate shall be publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each change in the Prime Rate shall be effective immediately from and after such change.

"Prudential Note Agreements" shall mean, collectively, (a) the Private Shelf Agreement, dated as of August 24, 1994, as amended, among Cedar Fair LP and the Noteholders named therein, and (b) the Note Purchase and Private Shelf Agreements, dated as of January 28, 1998, among Cedar Fair LP, Knott's Berry Farm and the Noteholders named therein, as any of the foregoing may, in accordance with Section 5.25 hereof, from time to time be amended, restated or otherwise modified.

"Related Writing" shall mean each Loan Document and any other assignment, mortgage, security agreement, guaranty agreement, subordination agreement, financial statement, audit report or other writing furnished by any Borrower, Subsidiary or Obligor, or any of their respective officers, to Agent or the Banks pursuant to or otherwise in connection with this Agreement.

"Reportable Event" shall mean a reportable event as that term is defined in Title IV of ERISA, except actions of general applicability by the Secretary of Labor under Section 110 of such Act.

"Required Banks" shall mean the holders of at least sixty-six and two-thirds percent (66-2/3%) of the Total Commitment Amount, or, if there shall be any borrowing hereunder, the holders of at least sixty-six and two-thirds percent (66-2/3%) of the aggregate principal amount of Loans outstanding (other than Swing Loans).

"Revolving Credit Commitment" shall mean the obligation hereunder, during the Commitment Period, of (a) each Bank to participate in the making of Revolving Loans up to the Maximum Amount for such Bank, (b) each Bank to participate in the issuance of Letters of Credit pursuant to the Letter of Credit Commitment, and (c) Agent to make Swing Loans pursuant to the Swing Line Commitment.

"Revolving Credit Exposure" shall mean, at any time, the sum of (a) the aggregate principal amount of all Revolving Loans outstanding, (b) the Swing Line Exposure, and (c) the Letter of Credit Exposure.

"Revolving Credit Note" shall mean a Revolving Credit Note executed and delivered pursuant to Section 2.1A hereof.

"Revolving Loan" shall mean a Loan granted to Borrowers by the Banks in accordance with Section 2.1A hereof.

"Seasonal Commitment Decrease Period" shall mean the period from August 15, 2004 through November 14, 2004, and the period from August 15 through November 14 of each year thereafter.

"Seasonal Reduced Commitment Amount" shall mean the principal amount of One Hundred Thirty Million Dollars ($130,000,000) (or such other amount as shall be determined pursuant to Section 2.8(b) or (c) hereof).

"SEC" shall mean the United States Securities and Exchange Commission, or any governmental body or agency succeeding to any of its principal functions.

"Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc., or any successor to such company.

"Subordinated", as applied to Indebtedness, shall mean that the Indebtedness shall have been subordinated (by written terms or written agreement being, in either case, in form and substance satisfactory to Agent and the Required Banks) in favor of the prior payment in full of the Debt.

"Subsidiary" of a Borrower or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by a Borrower or by one or more other subsidiaries of a Borrower or by a Borrower and one or more subsidiaries of a Borrower, (b) a partnership or limited liability company of which a Borrower, one or more other subsidiaries of a Borrower or a Borrower and one or more subsidiaries of a Borrower, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any other Person (other than a corporation) in which a Borrower, one or more other subsidiaries of a Borrower or a Borrower and one or more subsidiaries of a Borrower, directly or indirectly, has at least a majority interest in the Voting Power or the power to direct the policies, management and affairs thereof.

"Subsidiary Borrower" shall mean a Borrower hereunder that is also a Subsidiary of Cedar Fair LP.

"Swing Line" shall mean the credit facility established by Agent for Borrowers in accordance with Section 2.1B hereof.

"Swing Line Commitment" shall mean the commitment of Agent to make Swing Loans to Borrowers up to the maximum aggregate amount at any time outstanding of Fifteen Million Dollars ($15,000,000) in accordance with the terms and conditions of the Swing Line.

"Swing Line Exposure" shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding.

"Swing Line Note" shall mean the Swing Line Note executed and delivered pursuant to Section 2.1B hereof.

"Swing Loan" shall mean a Loan granted to Borrowers by Agent under the Swing Line.

"Swing Loan Maturity Date" shall mean, with respect to any Swing Loan, the earlier of (a) the date that is agreed to by Agent and the Treasury Manager with respect to such Swing Loan, but in no event later than thirty (30) days after the date such Swing Loan is made, or (b) the last day of the Commitment Period.

"Total Commitment Amount" shall mean either the Maximum Commitment Amount or the Seasonal Reduced Commitment Amount, as the case may be, as determined in accordance with Section 2.8(a) hereof, or such other amount as shall be determined pursuant to Section 2.8 hereof.

"2002 Note Agreements" shall mean, collectively, the separate and several Note Purchase Agreements, each dated as of February 8, 2002, among Cedar Fair LP, Knott's Berry Farm, Cedar Fair, Magnum Management and the 2002 Noteholders named therein, as amended and as the same may from time to time be amended, restated or otherwise modified.

"2003 Note Agreements" shall mean, collectively, the separate and several Note Purchase Agreements, each dated as of December 22, 2003, among Cedar Fair LP, Knott's Berry Farm, Cedar Fair, Magnum Management and the 2003 Noteholders named therein, and as the same may from time to time be amended, restated or otherwise modified.

"2002 Noteholder" shall mean the institutional investors that are the holders of the notes issued under the 2002 Note Agreements.

"2003 Noteholder" shall mean the institutional investors that are the holders of the notes issued under the 2003 Note Agreements.

"Treasury Manager" shall have the meaning given to such term in the first paragraph of this Agreement.

"USA Patriot Act" shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

"Voting Power" shall mean, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person, and the holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

"Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" within the meaning of ERISA Section 3(l).

"Wholly-Owned Subsidiary" shall mean, with respect to any Person, any corporation, limited liability company or other entity, all of the securities or other ownership interest of which having ordinary voting power to elect a majority of the board of directors, or other persons performing similar functions, are at the time directly or indirectly owned by such Person.

Accounting Terms. Any accounting term not specifically defined in this Article I shall have the meaning ascribed thereto by GAAP.

Plural Terms. The foregoing definitions shall be applicable to the singular and plurals of the foregoing defined terms.

AMOUNT AND TERMS OF CREDIT

Amount and Nature of Credit. Subject to the terms and conditions of this Agreement, each Bank shall participate, to the extent hereinafter provided, in making Loans to Borrowers, and issuing Letters of Credit at the request of Borrowers, in such aggregate amount as Borrowers shall request pursuant to the Commitment; provided, however, that in no event shall the aggregate principal amount of all Loans and Letters of Credit outstanding under this Agreement be in excess of the Total Commitment Amount.

Each Bank, for itself and not one for any other, agrees to participate in Loans made and Letters of Credit issued hereunder during the Commitment Period on such basis that (a) immediately after the completion of any borrowing by Borrowers or the issuance of a Letter of Credit hereunder, the aggregate principal amount then outstanding on the Notes (other than the Swing Line Note) issued to such Bank or, if there is no Note, outstanding from such Bank, when combined with such Bank's pro rata share of the Letter of Credit Exposure, shall not be in excess of the Maximum Amount for such Bank, and (b) such aggregate principal amount outstanding on the Notes (other than the Swing Line Note) issued to such Bank or, if there is no Note, outstanding from such Bank, shall represent that percentage of the aggregate principal amount of Loans then outstanding under the Revolving Credit Commitment that shall be such Bank's Commitment Percentage.

Each borrowing (other than Swing Loans) from the Banks hereunder shall be made pro rata according to the respective Commitment Percentages of the Banks. The Loans may be made as Revolving Loans and Swing Loans, and Letters of Credit may be issued, as follows:

A. Revolving Loans. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Banks shall make a Revolving Loan or Revolving Loans to Borrowers in such amount or amounts as Borrowers may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Total Commitment Amount, when such Revolving Loans are combined with the Revolving Credit Exposure. Borrowers shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by means of any combination of (a) Base Rate Loans, or (b) LIBOR Loans.

Borrowers shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable, commencing December 31, 2003, and on the last day of each succeeding March, June, September and December thereafter and at the maturity thereof.

Borrowers shall pay interest on the unpaid principal amount of each LIBOR Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin) at the Derived LIBOR Rate. Interest on such LIBOR Loans shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that if an Interest Period shall exceed three months, the interest must be paid every three months, commencing three months from the beginning of such Interest Period).

At the request of Borrowers to Agent, subject to the notice and other provisions of Section 2.2 hereof, the Banks shall convert Base Rate Loans to LIBOR Loans at any time and shall convert LIBOR Loans to Base Rate Loans on any Interest Adjustment Date.

Upon request of any Bank, to evidence the obligation of Borrowers to repay the Base Rate Loans and LIBOR Loans made by each Bank and to pay interest thereon, Borrowers shall execute a Revolving Credit Note of Borrowers in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Revolving Credit Commitment, or, if less, the aggregate unpaid principal amount of Revolving Loans made hereunder by such Bank; provided, however that the failure of any Bank to request a Revolving Credit Note shall in no way detract from Borrowers' obligations to such Bank hereunder. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.1A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Commitment Period.

B. Swing Loans. Subject to the terms and conditions of this Agreement, during the Commitment Period, Agent shall make a Swing Loan or Swing Loans to Borrowers in such amount or amounts as Borrowers may from time to time request; provided that Borrowers shall not request any Swing Loan hereunder if, after giving effect thereto, (a) the Revolving Credit Exposure would exceed the Total Commitment Amount, or (b) the Swing Line Exposure would exceed the Swing Line Commitment. Each Swing Loan shall be due and payable on the Swing Loan Maturity Date applicable thereto. Borrowers shall not request that more than two Swing Loans be outstanding at any time.

Borrowers shall pay interest, for the sole benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), on the unpaid principal amount of each Swing Loan outstanding from time to time from the date thereof until paid at the Derived Swing Loan Rate applicable to such Swing Loan. Interest on each Swing Loan shall be payable on the Swing Loan Maturity Date applicable thereto. Each Swing Loan shall bear interest for a minimum of one day.

The obligation of Borrowers to repay the Swing Loans and to pay interest thereon shall be evidenced by a Swing Line Note of Borrowers substantially in the form of Exhibit B hereto, dated the Closing Date, and payable to the order of Agent in the principal amount of the Swing Line Commitment, or, if less, the aggregate unpaid principal amount of Swing Loans made hereunder by Agent. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.1B to borrow funds, repay the same in whole or in part and reborrow hereunder at any time and from time to time during the Commitment Period.

If Agent so elects, by giving notice to Borrowers and the Banks, Borrowers agree that Agent shall have the right, in its sole discretion, to require that any Swing Loan be refinanced as a Revolving Loan. Such Revolving Loan shall be a Base Rate Loan unless and until converted by Borrowers to a LIBOR Loan pursuant Section 2.1A and Section 2.2 hereof. Upon receipt of such notice by Borrowers, Borrowers shall be deemed, on such day, to have requested a Revolving Loan in the principal amount of the Swing Loan in accordance with Section 2.1A and Section 2.2 hereof. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that such Bank's obligation to make a Revolving Loan pursuant to Section 2.1A when required by this Section 2.1B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of Agent, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Revolving Credit Commitment shall have been reduced or terminated. Borrowers irrevocably authorize and instruct Agent to apply the proceeds of any borrowing pursuant to this paragraph to repay in full such Swing Loan.

If, for any reason, Agent is unable to or, in the opinion of Agent, it is impracticable to, convert any Swing Loan to a Revolving Loan pursuant to the preceding paragraph, then on any day that a Swing Loan is outstanding (whether before or after the maturity thereof), Agent shall have the right to request that each Bank purchase a participation in such Swing Loan, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent, an undivided participation interest in such Swing Loan in an amount equal to such Bank's Commitment Percentage of the aggregate principal amount of such Swing Loan. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for its sole account, such Bank's ratable share of such Swing Loan (determined in accordance with such Bank's Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in Swing Loans pursuant to this Section 2.1B is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Revolving Credit Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.1B by wire transfer of immediately available funds, in the same manner as provided in Section 2.2 hereof with respect to Revolving Loans to be made by such Bank.

C. Letters of Credit. Subject to the terms and conditions of this Agreement, during the Commitment Period, the Fronting Bank shall, in its own name, on behalf of the Banks, issue such Letters of Credit for the account of Borrowers or a Guarantor of Payment, as Borrowers may from time to time request. Borrowers shall not request any Letter of Credit (and the Fronting Bank shall not be obligated to issue any Letter of Credit) if, after giving effect thereto, (a) the Letter of Credit Exposure would exceed the Letter of Credit Commitment, or (b) the Revolving Credit Exposure would exceed the Total Commitment Amount. The issuance of each Letter of Credit shall confer upon each Bank the benefits and liabilities of a participation consisting of an undivided pro rata interest in the Letter of Credit to the extent of such Bank's Commitment Percentage.

Each request for a Letter of Credit shall be delivered by the Treasury Manager to Agent (and the Fronting Bank if the Fronting Bank is a Bank other than Agent) not later than 11:00 A.M. (Cleveland, Ohio time) three Business Days prior to the day upon which the Letter of Credit is to be issued. Each such request shall be in a form acceptable to Agent and specify the face amount thereof, the account party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby. Concurrently with each such request, Borrowers, and any Guarantor of Payment for whose account the Letter of Credit is to be issued, shall execute and deliver to the Fronting Bank an appropriate application and agreement, being in the standard form of the Fronting Bank for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give the Fronting Bank and each Bank prompt notice of each such request for a Letter of Credit.

In respect of each Letter of Credit and the drafts thereunder, if any, whether issued for the account of a Borrower or Guarantor of Payment, Borrowers agree (a) to pay to Agent, for the pro rata benefit of the Banks, a non-refundable commission based upon the face amount of the Letter of Credit, which shall be paid quarterly in arrears, on the last day of each succeeding December, March, June and September of each year, at the rate of the Applicable Margin (in effect on the date such payment is to be made) times the face amount of the Letter of Credit; (b) to pay to Agent, for the benefit of the Fronting Bank, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit shall be issued or renewed at the rate of one-eighth percent (1/8 of 1%) of the face amount of such Letter of Credit; and (c) to pay to the Fronting Bank, for its sole account, such other issuance, amendment, negotiation, draw, acceptance, telex, courier, postage and similar transactional fees as shall be generally charged by the Fronting Bank under its fee schedule as in effect from time to time.

Whenever a Letter of Credit shall be drawn, Borrowers shall immediately reimburse the Fronting Bank for the amount drawn. In the event that the amount drawn shall not have been reimbursed by Borrowers within one Business Day of the drawing of such Letter of Credit, at the sole option of the Fronting Bank, Borrowers shall be deemed to have requested a Revolving Loan, subject to the provisions of Section 2.1A, in the amount drawn. Each Bank agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Each Bank acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.1A hereof when required by this Section 2.1C shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the Fronting Bank, of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Revolving Credit Commitment shall have been reduced or terminated. Borrowers irrevocably authorize and instruct Agent to apply the proceeds of any borrowing pursuant to this paragraph to reimburse, in full, the Fronting Bank for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to Borrowers hereunder. Each Bank is hereby authorized to record on its records relating to its Loans such Bank's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

If, for any reason, the Fronting Bank shall be unable to or, in the opinion of Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan pursuant to the preceding paragraph, the Fronting Bank shall have the right to request that each Bank purchase a participation in the amount due with respect to such Letter of Credit, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the Fronting Bank hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from the Fronting Bank, an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Bank's Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Fronting Bank such Bank's ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such Bank's Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in the amount due under any Letter of Credit that is drawn but not reimbursed by Borrowers pursuant to this Section 2.1C shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Bank's Revolving Credit Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.1C by wire transfer of immediately available funds, in the same manner as provided in Section 2.2 with respect to Revolving Loans. Each Bank is hereby authorized to record on its records such Bank's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Conditions to Loans and Letters of Credit. The obligation of the Banks to make a Loan, convert a LIBOR Loan or Base Rate Loan or continue a LIBOR Loan, and of Agent to make any Swing Loan, and of the Fronting Bank to issue any Letter of Credit, is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon:

with respect to the making of the first Loan or the issuance of the first Letter of Credit hereunder, all conditions precedent as listed in Article IV hereof shall have been satisfied;

with respect to (i) Base Rate Loans, receipt by Agent of a Notice of Loan from the Treasury Manager, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and (ii) LIBOR Loans, receipt by Agent of a Notice of Loan from the Treasury Manager by 11:00 A.M. (Cleveland, Ohio time) three Business Days prior to the proposed date of borrowing, conversion or continuation. Agent shall notify each Bank of the date, amount and Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it. If Agent elects to advance the proceeds of such Loan prior to receiving funds from such Bank, Agent shall have the right, upon prior notice to the Treasury Manager, to debit any account of Borrowers or otherwise receive from Borrowers, on demand, such amount, in the event that such Bank fails to reimburse Agent in accordance with this subsection. Agent shall also have the right to receive interest from such Bank at the Federal Funds Effective Rate in the event that such Bank shall fail to provide its portion of the Loan on the date requested and Agent elects to provide such funds;

with respect to Letters of Credit, satisfaction of the notice provisions set forth in Section 2.1C hereof;

with respect to Swing Loans, receipt by Agent of a Notice of Loan from the Treasury Manager, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on the proposed date of borrowing;

Borrowers' request for (i) a Base Rate Loan shall be in an amount of not less than Five Hundred Thousand Dollars ($500,000), increased by increments of One Hundred Thousand Dollars ($100,000), (ii) a LIBOR Loan shall be in an amount of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and (iii) a Swing Loan shall be in an amount not less than One Hundred Thousand Dollars ($100,000), increased by increments of Fifty Thousand Dollars ($50,000);

the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation of the Loan or issuance of the Letter of Credit would exist; and

the fact that each of the representations and warranties contained in Article VI hereof shall be true and correct with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date.

At no time shall the Treasury Manager request that LIBOR Loans be outstanding for more than fifteen different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to fourteen different Interest Periods at any time.

Each request by the Treasury Manager for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or continuation of a LIBOR Loan, or the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by Borrowers as of the date of such request as to the facts specified in (f) and (g) above.

Each request by the Treasury Manager or any Borrower for a LIBOR Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Banks against any loss or expense incurred by Agent or the Banks as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to the Treasury Manager shall be conclusive and binding for all purposes, absent manifest error.

Treasury Manager.

Appointment. Each Borrower hereby irrevocably designates and appoints Magnum Management as the Treasury Manager to act as specified herein and in the other Loan Documents. Each Borrower hereby irrevocably authorizes the Treasury Manager, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers (including, but not limited to, requesting a Loan or Letter of Credit for Borrowers hereunder) and perform such duties as are expressly delegated to the Treasury Manager by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto, with all such actions by the Treasury Manager that purport to be on behalf of any Borrower being sufficient, without any further action or authorization by any Borrower, to bind all Borrowers. The Treasury Manager agrees to act as such upon the conditions set forth in this Section. All actions of the Treasury Manager taken in connection with the Loan Documents, whether so expressed or not, shall be deemed to be on behalf of, and shall bind, all Borrowers.

Reliance by Agent and the Banks. Agent and the Banks shall be entitled to rely upon all statements, certificates, notices, consents, certificates, affidavits, letters, cablegrams, telegrams, facsimile transmissions, electronic transmissions, e-mails, telex or teletype messages, orders or other documents or conversations furnished or made by the Treasury Manager pursuant to any of the provisions of this Agreement or any of the other Loan Documents, or otherwise in connection with the transactions contemplated by the Loan Documents, as being made or furnished on behalf of, and with the effect of irrevocably binding, Borrowers, without any duty to ascertain or to inquire as to the authority of the Treasury Manager in so doing.

Successor Treasury Manager. The Treasury Manager may resign as the Treasury Manager upon twenty (20) days prior written notice to Agent and the Banks. Upon the resignation of the Treasury Manager pursuant to the preceding sentence, Borrowers shall appoint from among themselves a successor Treasury Manager for Borrowers who is willing to so act and who is acceptable to Agent, whereupon such successor manager shall upon notice by Agent to the Banks, succeed to the rights, powers and duties of the Treasury Manager, and the term "Treasury Manager" shall include such successor manager effective upon its appointment, and the resigning Treasury Manager's rights, powers and duties as the Treasury Manager shall be terminated, without any other or further act or deed on the part of such former Treasury Manager or any of the parties to this Agreement. Notwithstanding anything in this Section to the contrary, the resignation of a Treasury Manager pursuant to this Section shall not be effective until a successor Treasury Manager shall have been appointed pursuant to this Section.

Liability of Borrowers.

Joint and Several Liability. Each Borrower acknowledges and agrees that Agent and the Banks are entering into this Agreement at the request of each Borrower and with the understanding that each Borrower is and shall remain fully liable, jointly and severally, for payment in full of the Debt. Each Borrower agrees that it is receiving or will receive a direct pecuniary benefit for each Loan made or Letter of Credit issued hereunder.

Maximum Liability of Each Borrower. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, in no event shall the maximum liability of any Subsidiary Borrower exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of such Subsidiary Borrower from other affiliates of such Subsidiary Borrower) would not render the rights to payment of Agent and the Banks hereunder void, voidable or avoidable under any applicable fraudulent transfer law.

Additional Borrowers.

At the request of Borrowers, a Subsidiary of Cedar Fair LP that shall not then be a Borrower may become a Borrower hereunder, provided that all of the following requirements shall have been met to the satisfaction of Agent: (i) Borrowers shall have provided to Agent and the Banks a written request that such Subsidiary be designated as a Borrower pursuant to the terms of this Agreement; (ii) Agent and the Required Banks shall have consented, which consent shall be in the sole discretion of Agent and the Required Banks, to the addition of such Subsidiary as a Borrower under this Agreement, (iii) such Subsidiary shall be a Wholly-Owned Subsidiary of Cedar Fair LP; (iv) each Guarantor of Payment shall have guaranteed the obligations of such Subsidiary under this Agreement pursuant to the terms of a Guaranty of Payment; (v) such Subsidiary shall have executed an Assumption Agreement; (vi) such Subsidiary and the other Borrowers hereunder shall have executed and delivered to each Bank such replacement Notes as Agent shall deem appropriate, and (vii) Borrowers and such Subsidiary shall have provided to Agent such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent.

Upon satisfaction by Borrowers and any such Subsidiary of the requirements set forth in subpart (a) above, Agent shall promptly notify Borrowers and the Banks, whereupon such Subsidiary shall be designated a "Borrower" pursuant to the terms and conditions of this Agreement, and such Subsidiary shall become bound by all representations, warranties, covenants, provisions and conditions of this Agreement and each other Loan Document applicable to Borrowers as if such Subsidiary had been the original party making such representations, warranties and covenants.

Payment of Loans.

Payments by Borrowers. All payments of principal, interest, facility and other fees shall be made to Agent in immediately available funds for the account of Agent or the Banks, as the case may be. All payments made by Borrowers hereunder shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever. All payments shall be remitted to Agent at its main office not later than 11:00 A.M. (Cleveland, Ohio time) on the due date thereof in immediately available funds. Any such payments received by Agent after 11:00 A.M. (Cleveland, Ohio time) shall be deemed to have been made and received on the next following Business Day.

Payments Net of Taxes. All payments under this Agreement or any other Loan Document by a Borrower or any other Obligor shall be made absolutely without deduction or offset for, and altogether free and clear of, any and all present and future taxes, levies, deductions, charges and withholdings and all liabilities with respect thereto (other than taxes imposed on or measured by the income of any Bank, or franchise taxes imposed on such Bank, by any jurisdiction in which such Bank is organized or in which such Bank is resident or doing business) under the laws of the United States of America or any foreign jurisdiction (or any state or political subdivision thereof). If a Borrower or other Obligor shall be compelled by law to deduct any such taxes or levies (other than such excluded taxes) or to make any such other deductions, charges or withholdings, then such Borrower or Obligor, as the case may be, shall pay such additional amounts as may be necessary in order that the net payments after such deduction, and after giving effect to any United States or foreign jurisdiction (or any state or political subdivision thereof) income taxes required to be paid by the Banks in respect of such additional amounts, shall equal the amount of interest provided in Section 2.1 hereof for each Loan plus any principal then due.

Payments to Banks. Upon Agent's receipt of payments hereunder, Agent shall immediately distribute to each Bank its ratable share, if any, of the amount of principal, interest, and facility and other fees received by it for the account of such Bank. Each Bank shall record any principal, interest or other payment, the principal amounts of Base Rate Loans and LIBOR Loans, all prepayments and the applicable dates, including Interest Periods, with respect to the Loans made, and payments received by such Bank, by such method as such Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from the obligations of Borrowers under this Agreement or any Note. The aggregate unpaid amount of Loans, types of Loans, Interest Periods and similar information with respect to such Loans set forth on the records of Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal and interest owing to each Bank.

Timing of Payments. Whenever any payment to be made hereunder, including, without limitation, any payment to be made with respect to any Loan, shall be stated to be due on a day that shall not be a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in each case be included in the computation of the interest payable with respect to any Loan; provided, however, that, with respect to any LIBOR Loan, if the next succeeding Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day and the relevant Interest Period shall be adjusted accordingly.

Prepayment.

Right to Prepay.

Borrowers shall have the right, at any time or from time to time, to prepay, on a pro rata basis for all of the Banks, all or any part of the principal amount of the Revolving Loans then outstanding, as designated by Borrowers, plus interest accrued on the amount so prepaid to the date of such prepayment; and

Borrowers shall have the right, at any time or from time to time, to prepay, for the benefit of Agent (and any Bank that has purchased a participation in such Swing Loan), all or any part of the principal amount of the Swing Loans then outstanding, as designated by Borrowers, plus interest accrued on the amount so prepaid to the date of such prepayment.

Prepayment Fees.

Prepayments of Base Rate Loans shall be without any premium or penalty;

In any case of prepayment of a LIBOR Loan, Borrowers agree to pay to each Bank, upon demand therefor, for any resulting loss, cost (whether voluntary or by acceleration or otherwise) or expense of such Bank as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits. In addition, Borrowers shall immediately pay directly to Agent or such Bank, the amount of any additional costs or expenses (including, without limitation, cost of telex, wires, or cables) incurred by Agent or such Bank in connection with the prepayment, upon receipt by the Treasury Manager of a written statement from Agent or such Bank therefor; and

In the case of prepayment of a Swing Loan, Borrowers agree to pay to Agent, on demand, for any resulting loss, cost or expense of Agent as a result thereof, including, without limitation, any loss incurred in obtaining, liquidating or employing deposits.

Notice of Prepayment. The Treasury Manager shall give Agent written notice of prepayment of any Base Rate Loan by not later than 11:00 A.M. (Cleveland, Ohio time) on the Business Day such prepayment is to be made and written notice of the prepayment of any LIBOR Loan not later than 1:00 P.M. (Cleveland, Ohio time) three Business Days prior to the Business Day on which such prepayment is to be made. Each notice of prepayment by the Treasury Manager or any Borrower for a LIBOR Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Banks against any loss or exposure incurred by Agent or the Banks as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Banks to the Treasury Manager shall be conclusive and binding for all purposes, absent manifest error.

Minimum Amount. Each prepayment of a LIBOR Loan by Borrowers shall be in the aggregate principal amount of not less than Five Million Dollars ($5,000,000), except in the case of a mandatory prepayment in connection with Section 2.11 hereof or Article III hereof.

Modifications to Commitment.

Seasonal Adjustment of Commitment.

Seasonal Decrease in Commitment. On the first day of each Seasonal Commitment Decrease Period, without notice of any kind to Borrowers, the Total Commitment Amount shall automatically be reduced to the Seasonal Reduced Commitment Amount. On such date the Maximum Amount for each Bank shall be decreased to the amount set forth opposite such Bank's name under the column headed "Maximum Amount during Seasonal Commitment Decrease Period." On the date of each such reduction, Borrowers shall have prepaid an aggregate amount of Loans, together with interest and facility and other fees accrued and unpaid thereon, so that the Revolving Credit Exposure shall not exceed the Total Commitment Amount as then in effect. The Total Commitment Amount shall remain reduced pursuant to this subpart (i) during the Seasonal Commitment Decrease Period unless and until increased pursuant to subpart (ii) below.

Seasonal Increase in Commitment. So long as no Default or Event of Default shall exist or immediately thereafter shall begin to exist, on the first day after the last day of each Seasonal Commitment Decrease Period, the Total Commitment Amount shall automatically be increased to the Maximum Commitment Amount. On such date the Maximum Amount for each Bank shall be increase to the amount set forth opposite such Bank's name under the column headed "Maximum Amount other than during any Seasonal Commitment Decrease Period." The Total Commitment Amount shall remain increased pursuant to this subpart (ii) until decreased pursuant to subpart (i) above.

Voluntary Reduction of Commitment. Borrowers may at any time or from time to time permanently reduce in whole or ratably in part the Commitment to an amount not less than the then existing Revolving Credit Exposure, by giving Agent not fewer than three Business Days' notice of such reduction, provided that (i) any such partial reduction shall be in an aggregate amount for all of the Banks of Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000), and (ii) any such partial reduction shall be effective as to both the Maximum Commitment Amount and the Seasonal Reduced Commitment Amount. Agent shall promptly notify each Bank of the date of such reduction and such Bank's proportionate share thereof. After each such reduction, the facility fees payable hereunder shall be calculated upon the Total Commitment Amount as so reduced. If Borrowers reduce in whole the Commitment, on the effective date of such reduction (Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest and facility and other fees accrued and unpaid and provided that no Letter of Credit Exposure or Swing Line Exposure shall exist), all of the Notes shall be delivered to Agent marked "Canceled" and Agent shall redeliver such Notes to Borrowers. Any partial reduction in the amount of the Commitment shall be effective during the remainder of the Commitment Period.

Increase in Commitment. At any time prior to March 31, 2006, Borrowers may request that Agent increase the Maximum Commitment Amount from the Closing Commitment Amount to an amount not to exceed the Increased Commitment Amount (with the understanding that the Seasonal Reduced Commitment Amount shall be increased as well in an amount equal to the Additional Commitments) by either (i) increasing, for one or more Banks, with their prior written consent, their respective Revolving Credit Commitments, or (ii) including one or more Additional Banks, each with a new Revolving Credit Commitment, as a party to this Agreement (collectively, the "Additional Commitment"). Each Additional Commitment of each Additional Bank, if any, shall be in an amount of not less than Ten Million Dollars ($10,000,000). Prior to March 31, 2006, the Banks agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Bank, if any, shall execute an Additional Bank Assumption Agreement, (B) Agent shall provide to each Bank a revised Schedule 1 to this Agreement at least three Business Days prior to the effectiveness of such Additional Commitments (each an "Assumption Effective Date"), and (C) Borrowers shall execute and deliver to Agent and the Banks such replacement or additional Revolving Credit Notes as shall be required by Agent. The Banks hereby authorize Agent to execute each Additional Bank Assumption Agreement on behalf of the Banks. On each Assumption Effective Date, the Banks shall make adjustments among themselves with respect to the Revolving Loans then outstanding and amounts of principal, interest, facility fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Banks such outstanding amounts, based on the revised Commitment Percentages and to otherwise carry out fully the terms of this Section 2.8(c). Borrowers shall not request any increase in the Commitment pursuant to this Section 2.8(c) if a Default or an Event of Default shall then exist or immediately after giving effect to any such increase would exist.

Prepayment Fees. Any prepayment of a LIBOR Loan or Swing Loan in connection with subparts (a) or (b) shall be subject to the prepayment fees set forth in Section 2.7 hereof.

Facility and Other Fees.

Borrowers shall pay to Agent, for the ratable account of the Banks, as a consideration for the Commitment, a facility fee from the date hereof to and including the last day of the Commitment Period, at a rate per annum equal to (i) the Applicable Facility Fee Rate in effect on the date that such facility fee shall be due, times (ii) the average daily Total Commitment Amount in effect during such quarter. The facility fee shall be payable quarterly in arrears, on December 31, 2003 and on the last day of each succeeding March, June, September and December thereafter, and on the last day of the Commitment Period.

Borrowers shall pay to Agent, for its sole benefit, the fees set forth in the Agent Fee Letter.

Computation of Interest and Fees; Default Rate. Interest on Loans and facility and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. Anything herein to the contrary notwithstanding, if an Event of Default shall occur hereunder, upon the election of the Required Banks (a) the principal of each Loan and the unpaid interest thereon shall bear interest, until paid, at the Default Rate; and (b) the fee for the aggregate undrawn face amount of all issued and outstanding Letters of Credit shall be increased by two percent (2%) in excess of the rate otherwise applicable thereto. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law.

Mandatory Payment.

If, at any time, the Revolving Credit Exposure shall exceed the Total Commitment Amount as then in effect, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Loans sufficient to bring the Revolving Credit Exposure within the Total Commitment Amount.

If, at any time, the Swing Line Exposure shall exceed the Swing Line Commitment, Borrowers shall, as promptly as practicable, but in no event later than the next Business Day, prepay an aggregate principal amount of the Swing Loans sufficient to bring the Swing Line Exposure within the Swing Line Commitment.

Unless otherwise designated by Borrowers, each prepayment pursuant to Section 2.11(a) shall be applied in the following order (i) first, on a pro rata basis among all of the outstanding Base Rate Loans, and (ii) second, on a pro rata basis among all of the outstanding LIBOR Loans, provided that if the outstanding principal amount of any LIBOR Rate Loan shall be reduced to an amount less than the minimum amount set forth in Section 2.2 hereof as a result of such prepayment, then such LIBOR Loan shall be converted into a Base Rate Loan on the date of such prepayment. Any prepayment of a LIBOR Loan or Swing Loan pursuant to this Section 2.11 shall be subject to the prepayment penalties set forth in Section 2.7 hereof.

ADDITIONAL PROVISIONS RELATING TO LIBOR
LOANS; INCREASED CAPITAL; TAXES.

Reserves or Deposit Requirements, Etc. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate of the LIBOR Loan in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Treasury Manager and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Treasury Manager, upon at least three Business Days' prior written notice to such Bank through Agent, may cause Borrowers to prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.7 hereof. Each Bank shall notify the Treasury Manager as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrowers of any such additional amount under this Section.

Tax Law, Etc. In the event that by reason of any law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the force of law, any Bank shall, with respect to this Agreement or any transaction under this Agreement, be subjected to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Bank) and if any such measures or any other similar measure shall result in an increase in the cost to such Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or commitment fee receivable by such Bank in respect thereof, then such Bank shall promptly notify the Treasury Manager stating the reasons therefor. Borrowers shall thereafter pay to such Bank, upon demand from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, such additional amounts as shall fully compensate such Bank for such increased cost or reduced amount. A certificate as to any such increased cost or reduced amount, setting forth the calculations therefor, shall be submitted by such Bank to the Treasury Manager and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof.

If any Bank shall receive such additional consideration from Borrowers pursuant to this Section 3.2, such Bank shall use reasonable efforts to obtain the benefits of any refund, deduction or credit for any taxes or other amounts on account of which such additional consideration shall have been paid and shall reimburse Borrowers to the extent, but only to the extent, that such Bank shall receive a refund of such taxes or other amounts together with any interest thereon or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Bank) of the United States or any state or subdivision thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Bank. If, at the time any audit of such Bank's income tax return is completed, such Bank determines, based on such audit, that it shall not have been entitled to the full amount of any refund reimbursed to Borrowers as aforesaid or that its net income taxes shall not have been reduced by a credit or deduction for the full amount of taxes reimbursed to Borrowers as aforesaid, Borrowers, upon demand of such Bank, shall promptly pay to such Bank the amount so refunded to which such Bank shall not have been so entitled, or the amount by which the net income taxes of such Bank shall not have been so reduced, as the case may be.

Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Treasury Manager, upon at least three Business Days' prior written notice to such Bank through Agent, may cause Borrowers to prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.7 hereof.

Eurodollar Deposits Unavailable or Interest Rate Unascertainable. In respect of any LIBOR Loan, in the event that Agent shall have determined that dollar deposits of the relevant amount for the relevant Interest Period for such LIBOR Loan are not available to Agent in the applicable eurodollar market or that, by reason of circumstances affecting such market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate applicable to such Interest Period, as the case may be, Agent shall promptly give notice of such determination to the Treasury Manager and (a) any notice of a new LIBOR Loan (or conversion of an existing Loan to a LIBOR Loan) previously given by the Treasury Manager and not yet borrowed (or converted, as the case may be) shall be deemed to be a notice to make a Base Rate Loan, and (b) Borrowers shall be obligated either to prepay, or to convert to a Base Rate Loan, any outstanding LIBOR Loan on the last day of the then current Interest Period with respect thereto.

Indemnity. Without prejudice to any other provisions of this Article III, Borrowers hereby agree to indemnify each Bank against any loss or expense that such Bank may sustain or incur as a consequence of any default by Borrowers in payment when due of any amount hereunder in respect of any LIBOR Loan, including, but not limited to, any loss of profit, premium or penalty incurred by such Bank in respect of funds borrowed by it for the purpose of making or maintaining such LIBOR Loan, as determined by such Bank in the exercise of its sole but reasonable discretion. A certificate as to any such loss or expense shall be promptly submitted by such Bank to the Treasury Manager and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof.

Changes in Law Rendering LIBOR Loans Unlawful. If, at any time, any new law, treaty or regulation, or any change in any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any LIBOR Loan that it shall be committed to make hereunder with moneys obtained in the eurodollar market, the commitment of such Bank to fund such LIBOR Loan shall, upon the happening of such event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the Treasury Manager and Agent declare that its commitment with respect to such LIBOR Loan shall have been so suspended and, if and when such illegality shall cease to exist, such suspension shall cease and such Bank shall similarly notify the Treasury Manager and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable eurodollar market of any LIBOR Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify the Treasury Manager, Agent and the other Banks thereof in writing, stating the reasons therefor, and the Treasury Manager shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such LIBOR Loan to a Base Rate Loan or cause Borrowers to prepay such LIBOR Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.7 hereof.

Funding. Each Bank may, but shall not be required to, make LIBOR Loans hereunder with funds obtained outside of the United States.

Capital Adequacy. If any Bank shall have determined, after the Closing Date, that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital (or the capital of its holding company) as a consequence of its obligations hereunder to a level below that which such Bank (or its holding company) could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies or the policies of its holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to Agent), Borrowers shall pay to such Bank such additional amount or amounts as shall compensate such Bank (or its holding company) for such reduction. Each Bank shall designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any reduction in return on capital with respect to any period shall not constitute a waiver of such Bank's rights to demand compensation for any reduction in return on capital in such period or in any other period. The protection of this Section shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of the law, regulation or other condition that shall have been imposed.

CONDITIONS PRECEDENT

The obligation of the Banks to make the first Loan, of the Fronting Bank to issue the first Letter of Credit and of Agent to make the first Swing Loan, shall be subject to Borrowers satisfying each of the following conditions:

Notes. Borrowers shall have executed and delivered to each Bank that shall have requested a Revolving Credit Note its Revolving Credit Note and shall have executed and delivered to Agent the Swing Line Note.

Guaranties of Payment of Debt. Each Guarantor of Payment shall have executed and delivered to Agent a Guaranty of Payment of Debt.

Intercreditor Agreement. The Intercreditor Agreement shall have been executed by all parties thereto and delivered to Agent and the Banks.

Officer's Certificate, Resolutions, Organizational Documents. Each Borrower and Guarantor of Payment shall have delivered to Agent an officer's certificate certifying the names of the officers of such Borrower or Guarantor of Payment authorized to sign the Loan Documents, together with the true signatures of such officers and certified copies of (a) the resolutions of the board of directors of each Borrower and Guarantor of Payment evidencing approval of the execution and delivery of the Loan Documents and the execution of other Related Writings to which such Borrower or Guarantor of Payment, as the case may be, is a party, and (b) the Organizational Documents of each Borrower and Guarantor of Payment.

Legal Opinion. Borrowers shall have delivered to Agent an opinion of counsel for each Borrower and Guarantor of Payment, in form and substance satisfactory to Agent and the Banks.

Good Standing and Full Force and Effect Certificates. Borrowers shall have delivered to Agent a good standing certificate or full force and effect certificate, as the case may be, for each Borrower and Guarantor of Payment, issued on or about the Closing Date by the Secretary of State in the state where such Borrower or Guarantor of Payment is incorporated or formed.

Closing, Agent and Legal Fees. Borrowers shall have (a) executed and delivered to Agent the Agent Fee Letter and shall have paid to Agent, for its sole account, the fees stated therein, (b) executed and delivered to Agent the Closing Fee Letter and paid to Agent, for the account of the Banks, the fees stated therein, and (c) paid all legal fees and expenses of Agent in connection with the preparation and negotiation of the Loan Documents.

Existing Credit Agreements. Borrowers shall have terminated the Credit Agreement among Borrowers, the lenders named therein and KeyBank National Association, as administrative agent, dated as of November 26, 2001, as amended, which Credit Agreement shall be deemed to have been terminated upon payment in full of all of the Indebtedness outstanding thereunder and termination of the commitments established therein.

Closing Certificate. Borrowers shall have delivered to Agent and the Banks an officer's certificate certifying that, as of the Closing Date, (a) all conditions precedent set forth in this Article IV have been satisfied, (b) no Default or Event of Default exists nor immediately after the making of the first Loan or the issuance of the first Letter of Credit will exist, and (c) each of the representations and warranties contained in Article VI hereof are true and correct as of the Closing Date.

Note Agreements. Borrowers shall have delivered to Agent and the Banks copies of the Prudential Note Agreements, the 2002 Note Agreements and the 2003 Note Agreements (and all amendments and supplements thereto) certified by an officer of Borrowers as being true and complete.

Amendment to Prudential Note Agreements. Borrowers and the Noteholders shall have entered into an amendment to the Prudential Note Agreements, acceptable to the Agent, pursuant to which the covenants in the Prudential Note Agreements are amended to be consistent with the covenants in this Agreement, and such amendment to the Prudential Note Agreements shall be in full force and effect as of the Closing Date.

No Material Adverse Change. No material adverse change, in the opinion of Agent, shall have occurred in the financial condition, operations or prospects of the Companies since September 28, 2003.

Miscellaneous. Borrowers shall have provided to Agent and the Banks such other items and shall have satisfied such other conditions as may be reasonably required by Agent or the Banks.

COVENANTS

Each Borrower agrees that, so long as the Commitment shall remain in effect and thereafter until all of the Debt shall have been paid in full, Borrowers shall perform and observe, and shall cause each other Company to perform and observe, each of the following provisions:

Insurance. Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly maintained by Persons similarly situated; and (b) within ten days of any Bank's written request, furnish to such Bank such information about such Company's insurance as that Bank may from time to time reasonably request, which information shall be prepared in form and detail reasonably satisfactory to such Bank and certified by a Financial Officer of such Company.

Money Obligations. Each Company shall pay in full (a) prior in each case to the date when penalties would attach, all taxes, assessments and governmental charges and levies (except only those so long as and to the extent that the same shall be contested in good faith by appropriate and timely proceedings and for which adequate reserves have been established in accordance with GAAP) for which it may be or become liable or to which any or all of its properties may be or become subject; (b) all of its wage obligations to its employees in compliance with the Fair Labor Standards Act (29 U.S.C. Sec. 206-207) or any comparable provisions; and (c) all of its other obligations calling for the payment of money (except only those so long as and to the extent that the same shall be contested in good faith and for which adequate reserves have been established in accordance with GAAP) before such payment becomes overdue.

Financial Statements. Borrowers shall furnish to Agent and the Banks:

within fifty (50) days after the end of each of the first three quarter-annual periods of each fiscal year of Cedar Fair LP, balance sheets of Borrowers as of the end of such period and statements of income (loss), partners' equity and cash flow for the quarter and trailing four quarters all prepared on a Consolidated basis, in accordance with GAAP, and in form and detail reasonably satisfactory to Agent and the Banks and certified by a Financial Officer of Cedar Fair LP;

within one hundred (100) days after the end of each fiscal year of Cedar Fair LP, an annual audit report of Borrowers for that year prepared on a Consolidated basis, in accordance with GAAP, and in form and detail reasonably satisfactory to Agent and the Banks and certified by an independent public accountant satisfactory to Agent, which report shall include balance sheets and statements of income (loss), partners' equity and cash-flow for that period, together with a certificate by the accountant setting forth the Defaults and Events of Default coming to its attention during the course of its audit or, if none, a statement to that effect;

concurrently with the delivery of the financial statements set forth in (a) and (b) above, a Compliance Certificate;

concurrently with the delivery of the financial statements set forth in (a) and (b) above, a copy of any management report, letter or similar writing furnished to the Companies by the accountants in respect of the Companies' systems, operations, financial condition or properties;

as soon as available, copies of all notices, reports, definitive proxy or other statements and other documents sent by Cedar Fair LP to its partners, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Cedar Fair LP (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of any Borrower's securities; and

within ten days of Agent's or any Bank's written request, such other information about the financial condition, properties and operations of any Company as Agent or such Bank may from time to time reasonably request, which information shall be submitted in form and detail reasonably satisfactory to Agent or such Bank and certified by a Financial Officer of the Company or Companies in question.

Financial Records. Each Company shall at all times maintain true and complete records and books of account, including, without limiting the generality of the foregoing, appropriate reserves for possible losses and liabilities, all in accordance with GAAP, and at all reasonable times (during normal business hours and upon notice to such Company) permit Agent, or any representative of Agent, to examine that Company's books and records and to make excerpts therefrom and transcripts thereof.

Franchises; Change in Business.

Each Company shall preserve and maintain at all times its existence, rights and franchises, except as otherwise permitted pursuant to Section 5.12 hereof.

No Company shall engage in any business if, as a result thereof, the general nature of the business of the Companies taken as a whole that would then be engaged in by the Companies would be substantially changed from the general nature of the business the Companies are engaged in on the Closing Date.

ERISA Compliance. No Company shall incur any material accumulated funding deficiency within the meaning of ERISA, or any material liability to the PBGC, established thereunder in connection with any ERISA Plan. Borrowers shall furnish to the Banks (a) as soon as possible and in any event within thirty (30) days after any Company knows or has reason to know that any Reportable Event with respect to any ERISA Plan has occurred, a statement of the Financial Officer of such Company, setting forth details as to such Reportable Event and the action that such Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if a copy of such notice is available to such Company, and (b) promptly after receipt thereof a copy of any notice such Company, or any member of the Controlled Group may receive from the PBGC or the Internal Revenue Service with respect to any ERISA Plan administered by such Company; provided, that this latter clause shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service. Borrowers shall promptly notify the Banks of any material taxes assessed, proposed to be assessed or that Borrowers have reason to believe may be assessed against a Company by the Internal Revenue Service with respect to any ERISA Plan. As used in this Section "material" means the measure of a matter of significance that shall be determined as being an amount equal to five percent (5%) of Consolidated Net Worth. As soon as practicable, and in any event within twenty (20) days, after any Company shall become aware that an ERISA Event shall have occurred, such Company shall provide Agent with notice of such ERISA Event with a certificate by a Financial Officer of such Company setting forth the details of the event and the action such Company or another Controlled Group member proposes to take with respect thereto. Borrowers shall, at the request of Agent or any Bank, deliver or cause to be delivered to Agent or such Bank, as the case may be, true and correct copies of any documents relating to the ERISA Plan of any Company.

Financial Covenants.

Leverage Ratio. The Companies shall not suffer or permit at any time the Leverage Ratio to exceed 3.00 to 1.00.

Interest Coverage Ratio. The Companies shall not suffer or permit at any time the Interest Coverage Ratio to be less than 3.50 to 1.00.

Consolidated Net Worth. The Companies shall not suffer or permit at any time Consolidated Net Worth, for the most recently completed fiscal quarter of Cedar Fair LP, to be less than Two Hundred Seventy Million Dollars ($270,000,000); provided, however, that notwithstanding the foregoing, (i) the Companies shall not suffer or permit Consolidated Net Worth (A) for any fiscal quarter of Cedar Fair LP ending on or about March 31 of any year to be less than an amount equal to sixty percent (60%) of Consolidated Net Worth for the most recently completed fiscal year of Cedar Fair LP, and (B) for any fiscal quarter of Cedar Fair LP ending on or about June 30 of any year to be less an amount equal to seventy percent (70%) of Consolidated Net Worth for the most recently completed fiscal year of Cedar Fair LP; and (ii) the foregoing minimum amounts shall be increased by an amount equal to one hundred percent (100%) of the proceeds of any equity offering by the Companies, or any debt offering of the Companies, to the extent converted into equity.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to:

the Loans, Letters of Credit or any other Indebtedness under this Agreement;

the Indebtedness existing on the Closing Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section, as set forth in Schedule 5.8 hereto (and any extension, renewal or refinancing thereof so long as the principal amount thereof shall not be increased after the Closing Date);

the unsecured Indebtedness and the guaranties thereof of the Companies under the Note Agreements existing as of the Closing Date, together with any renewal or refinancing of any such Indebtedness and any additional Indebtedness incurred under the Note Agreements so long as (i) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the renewal, refinancing or incurrence of such Indebtedness, and (ii) no Default or Event of Default shall then exist or immediately after the renewal, refinancing or incurrence of such Indebtedness will exist;

loans or capital leases to any Company for the purchase or lease of fixed assets, which loans or leases are secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and leases for all Companies shall not exceed at any time an amount equal to ten percent (10%) of Consolidated Net Worth, based upon the financial statements of the Companies for the most recently completed fiscal quarter;

Indebtedness of a Company under any Hedge Agreement, so long as such Hedge Agreement shall have been entered in to in the ordinary course of business and not for speculative purposes;

loans to a Company from a Company so long as each such Company is a Borrower or Guarantor of Payment; and

additional unsecured Indebtedness of the Companies to the extent not otherwise permitted pursuant to any of the foregoing subparts, so long as (i) such Indebtedness is not incurred pursuant to a Note Agreement or another committed bank credit facility, (ii) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, (iii) no Default or Event of Default shall then exist or immediately after the incurrence of such Indebtedness will exist, and (iv) if any such Indebtedness constitutes Material Indebtedness, the final maturity date of such Indebtedness shall be no earlier than the date that is ninety (90) days after the last day of the Commitment Period.

Liens. No Company shall create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired; provided that this Section shall not apply to the following:

Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP;

other statutory Liens incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the borrowing of money, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

Liens on property or assets of a Subsidiary to secure obligations of such Subsidiary to a Borrower or a Guarantor of Payment;

easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company;

the Liens existing on the Closing Date as set forth in Schedule 5.9 hereto;

any Lien granted to Agent, for the benefit of the Banks;

Liens on fixed assets securing the loans or capital leases pursuant to Section 5.8(d) hereof, provided that such Lien only attaches to the property being acquired or leased; or

any Lien on fixed assets owned by a Company as a result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Lien is released within one hundred eighty (180) days of such Acquisition (unless Borrowers shall have obtained the prior written consent of Agent and the Required Banks or such Lien is otherwise permitted pursuant to another subpart of this Section 5.9), and (ii) such Lien was not created at the time of or in contemplation of such Acquisition.

No Company shall enter into any contract or agreement that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of a Company, other than the Note Agreements.

Regulations U and X. No Company shall take any action that would result in any non-compliance of the Loans with Regulations U and X, or any other applicable regulation, of the Board of Governors of the Federal Reserve System.

Investments and Loans. No Company shall, without the prior written consent of Agent and the Required Banks, (a) create, acquire or hold any Subsidiary, (b) make or hold any investment in any stocks, bonds or securities of any kind, (c) be or become a party to any joint venture or other partnership, (d) make or keep outstanding any advance or loan to any Person, or (e) be or become a Guarantor of any kind; provided, that this Section shall not apply to:

any endorsement of a check or other medium of payment for deposit or collection through normal banking channels or similar transaction in the normal course of business;

any investment in Cash Equivalents;

the holding of each of the Subsidiaries listed on Schedule 6.1 hereto, and the creation, acquisition and holding of any new Subsidiary after the Closing Date so long as such new Subsidiary shall have been created, acquired or held in accordance with the terms and conditions of this Agreement;

any investment by a Company in another Company so long as (A) such Company shall not be a Foreign Subsidiary, and (B) such Company shall be a Borrower or Guarantor of Payment (if required pursuant to Section 5.19 hereof);

loans to a Company from a Company so long as each such Company is a Borrower or Guarantor of Payment;

guarantees only for Indebtedness of the Companies incurred or permitted pursuant to this Agreement, but only so long as the Companies shall be in compliance with the terms and conditions of Section 5.23 hereof;

any advance or loan to an officer or employee of a Company made in the ordinary course of such Company's business, so long as all such advances and loans from all Companies aggregate not more than the maximum principal sum of One Million Dollars ($1,000,000) at any time outstanding; or

any Permitted Investment, so long as no Default or Event of Default shall then exist or would result therefrom.

Merger and Sale of Assets. No Company shall merge or consolidate with any other Person, or sell, lease or transfer or otherwise dispose of any assets to any Person other than in the ordinary course of business, except that, if no Default or Event of Default shall then exist or immediately thereafter shall begin to exist:

any Subsidiary (other than a Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (ii) any one or more Guarantors of Payment, provided that either (A) the continuing or surviving Person shall be a Wholly-Owned Subsidiary that shall be a Guarantor of Payment, or (B) after giving effect to any merger pursuant to this sub-clause (ii), a Borrower and/or one or more Wholly-Owned Subsidiaries which shall be Guarantors of Payment shall own not less than the same percentage of the outstanding Voting Power of the continuing or surviving Person as such Borrower and/or one or more Wholly-Owned Subsidiaries (which shall be Guarantors of Payment) owned of the merged Subsidiary immediately prior to such merger;

any Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower, (ii) any Wholly-Owned Subsidiary that shall be a Guarantor of Payment, or (iii) any Guarantor of Payment, of which a Borrower and/or one or more Wholly-Owned Subsidiaries, which shall be Guarantors of Payment, shall own not less than the same percentage of Voting Power as a Borrower and/or one or more Wholly-Owned Subsidiaries (which shall be Guarantors of Payment) then own of the Subsidiary making such sale, lease, transfer or other disposition; and

in addition to any sale, lease, transfer or other disposition permitted pursuant to subpart (b) above, any Company may sell, lease, transfer or otherwise dispose of any of its assets to any Person so long as (i) the consideration paid in connection with such transaction represents fair value (as determined by the board of directors of such Company), and at least ninety percent (90%) of such consideration consists of cash, (ii) the aggregate amount of all such assets sold, lease transferred or otherwise disposed of by all Companies during any fiscal year shall not exceed Thirty Million Dollars ($30,000,000), and (iii) with respect to any such transaction involving consideration in excess of Ten Million Dollars ($10,000,000), at least five Business Days prior to the date of completion of such transaction the applicable Company shall have delivered to Agent an officer's certificate, executed by Financial Officer of such Company, which certificate shall contain a description of the proposed transaction, the date that such transaction is scheduled to be consummated, the estimated purchase price or other consideration to be received in connection with such transaction, financial information pertaining to compliance with subparts (i) and (ii) above, and such other information regarding such transaction as Agent may request.

Acquisitions. No Company shall effect any Acquisition; provided, however, that a Borrower or Guarantor of Payment may effect an Acquisition so long as: (a) such Borrower or Guarantor of Payment, as the case may be, shall be the surviving entity in the case of a merger or other combination; (b) the business to be acquired shall be similar to the lines of business of the Companies; (c) the Companies shall be in full compliance with the Loan Documents both prior to and subsequent to the transaction; (d) with respect to any Acquisition in which the Consideration shall be in excess of Ten Million Dollars ($10,000,000), Borrowers shall have provided to Agent and the Banks, at least five days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Cedar Fair LP showing pro forma compliance with Section 5.7 hereof, both before and after the proposed Acquisition; (e) the aggregate Consideration in connection with such Acquisition shall not exceed the aggregate amount of Forty Million Dollars ($40,000,000), and (f) the aggregate Consideration in connection with such Acquisition, when added to all other Acquisitions for all Companies made since the Closing Date, would not exceed the aggregate amount of Seventy-Five Million Dollars ($75,000,000).

Notices.

Each Borrower shall cause a Financial Officer of such Borrower to promptly notify Agent and the Banks whenever any Default or Event of Default has occurred or may occur hereunder or any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in any Related Writing may for any reason cease in any material respect to be true and complete.

Each Borrower shall cause a Financial Officer of such Borrower to promptly notify Agent and the Banks whenever any event or condition has occurred that has resulted in, or is reasonably like to have, a Material Adverse Effect.

Each Borrower shall cause a Financial Officer of such Borrower to promptly notify Agent and the Banks whenever any default or event of default shall have occurred under any Note Agreement or whenever any Company shall receive a notice of default, or other similar notice, under any Note Agreement.

Environmental Compliance. Each Company shall comply in all material respects with any and all Environmental Laws including, without limitation, all Environmental Laws in jurisdictions in which any Company owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise. Borrowers shall furnish to the Banks, promptly after receipt thereof, a copy of any notice any Company may receive from any governmental authority or private Person or otherwise that any material litigation or proceeding pertaining to any environmental, health or safety matter has been filed or is threatened against such Company, any real property in which such Company holds any interest or any past or present operation of such Company. No Company shall allow the release or disposal of hazardous waste, solid waste or other wastes on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this Section, "litigation or proceeding" means any demand, claim, notice, suit, suit in equity action, administrative action, investigation or inquiry whether brought by any governmental authority or private Person or otherwise. Borrowers shall defend, indemnify and hold Agent and the Banks harmless against all costs, expenses, claims, damages, penalties and liabilities of every kind or nature whatsoever (including attorneys' fees) arising out of or resulting from the noncompliance of any Company with any Environmental Law. Such indemnification shall survive any termination of this Agreement.

Affiliate Transactions. No Company shall, or shall permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of a Company on terms that shall be less favorable to such Company or such Subsidiary, as the case may be, than those that might be obtained at the time in a transaction with a non-Affiliate; provided, however, that the foregoing shall not prohibit (a) the payment of customary and reasonable directors' fees to directors who are not employees of a Company or any Affiliate of a Company, or (b) any transaction between a Borrower and an Affiliate (if a Borrower or Guarantor of Payment) that such Borrower reasonably determines in good faith is beneficial to such Borrower and its Affiliates as a whole and that shall not be entered into for the purpose of hindering the exercise by Agent or the Banks of their rights or remedies under this Agreement.

Use of Proceeds. Borrowers' use of the proceeds of the Loans shall be solely for working capital and other general corporate purposes of Borrowers and their Subsidiaries.

Corporate Names. No Borrower shall change its corporate name or its state of organization, unless, in each case, Borrowers shall have provided Agent and the Banks with at least thirty (30) days prior written notice thereof.

Subsidiary Guaranties. Each Subsidiary of a Company created, acquired or held subsequent to the Closing Date, shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that (a) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the total assets of such Subsidiary shall be less than the amount of One Million Dollars ($1,000,000), and (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) shall not exceed the aggregate amount of Three Million Dollars ($3,000,000), and (b) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result in adverse tax consequences for Borrowers (provided that Borrowers shall provide to the Banks a pledge of two-thirds of the stock of such Foreign Subsidiary if required by Agent and the Required Banks). In the event that the total assets of any Subsidiary that shall not be a Guarantor of Payment shall be at any time equal to or greater than One Million Dollars ($1,000,000), Borrowers shall provide Agent and the Banks with prompt written notice of such asset value.

Restrictive Agreements. Except as set forth in this Agreement, Borrowers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to Borrowers, (b) make, directly or indirectly, loans or advances or capital contributions to Borrowers or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to Borrowers; except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary restrictions in security agreements or mortgages securing Indebtedness of a Company, or capital leases, of a Company to the extent such restrictions shall only restrict the transfer of the property subject to such security agreement, mortgage or lease.

Other Covenants. In the event that any Borrowers shall enter into, or shall have entered into, any Material Indebtedness Agreement, wherein the covenants and agreements contained therein shall be more restrictive than the covenants set forth herein, then Borrowers shall be bound hereunder by such covenants and agreements with the same force and effect as if such covenants and agreements were written herein.

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Guaranty Under Material Indebtedness Agreement. No Company shall be or become a Guarantor of the Indebtedness incurred pursuant to any Note Agreement or any other Material Indebtedness Agreement unless such Company shall also be a Guarantor of Payment under this Agreement prior to or concurrently therewith.

Pari Passu Ranking. The Debt shall, and Borrowers shall take all necessary action to ensure that the Debt shall, at all times, rank at least pari passu in right of payment with all other senior unsecured Indebtedness of each Borrower.

Note Agreements. Borrowers shall not, without the prior written consent of Agent and the Required Banks, amend, restate, supplement or otherwise modify the Note Agreement to (a) increase the principal amount outstanding thereunder, unless the amount of such increase shall be permitted pursuant to Section 5.8 hereof, (b) change the date of any principal or interest payment to an earlier date, or (c) otherwise modify any provision such that a Default or Event of Default will exist.

Amendment of Organizational Documents. No Borrower shall amend its Organizational Documents to change its state of organization or formation or to otherwise make an amendment or other modification to its Organizational Documents if such amendment or other modification would have a material adverse effect on the rights and remedies of Agent and the Banks hereunder.

Anti-Terrorism Laws. No Company, or Affiliate of any Company or agent of any Company, shall: (i) conduct any business or engage in any transaction or dealing with any Blocked Person (as defined in Section 6.19 hereof), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) engage in on conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or the USA Patriot Act. The Borrowers shall deliver to Agent and Banks any certification or other evidence requested from time to time by Agent or any Bank, in Agent's sole discretion, confirming Borrowers' compliance with this Section 5.27.

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants that the statements set forth in this Article VI are true, correct and complete.

Corporate Existence; Subsidiaries; Foreign Qualification.

Each Company is an entity duly organized, validly existing, and in good standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify will not cause or result in a Material Adverse Effect.

Schedule 6.1 hereto sets forth (i) each Company, (ii) each Company's state or jurisdiction of organization, (iii) each state or other jurisdiction in which each Company is qualified to do business as a foreign entity, and (iv) except with respect to Cedar Fair LP, each Person that owns the stock or other equity interest of each Company.

Corporate Authority. Each Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents to which each Borrower is a party have been duly authorized and approved by such Borrower's Board of Directors (or partners or equivalent governing body) and are the valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect that affect creditors' rights generally and legal and equitable limitations on the availability of specific remedies. The execution, delivery and performance of the Loan Documents will not conflict with nor result in any breach in any of the provisions of, or constitute a default under, any laws or regulations or under the provisions of such Company's Organizational Documents or any agreement or result in the creation of any Lien (other than Liens permitted under Section 5.9 of this Agreement) upon any assets or property of any Company.

Compliance With Laws. Each Company:

holds permits, certificates, licenses, orders, registrations, franchises, authorizations, and other approvals from federal, state, local, and foreign governmental and regulatory bodies necessary for the conduct of its business and is in compliance with all applicable laws relating thereto, except where the failure to do so would not have a Material Adverse Effect;

is in compliance with all federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices, except where the failure to do so would not have a Material Adverse Effect; and

is not in violation of or in default under any agreement to which it is a party or by which its assets are subject or bound, except to the extent that any such violation or default would not have a Material Adverse Effect.

Litigation and Administrative Proceedings. Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, or other proceedings pending or, to the knowledge of each Company, threatened against any Company, or in respect of which any Company may have any liability, in any court or before any governmental authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or government agency or instrumentality to which any Company is a party or by which the property or assets of any Company are bound, or (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, that, as to (a) through (c) above, if violated or determined adversely, would have a Material Adverse Effect.

Title to Assets. Each Company has good title to and ownership of all property it purports to own, which property is free and clear of all Liens, except those permitted under Section 5.9 hereof.

Liens and Security Interests. On and after the Closing Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there is no financing statement outstanding covering any personal property of any Company; (b) there is no mortgage outstanding covering any real property of any Company; and (c) no real or personal property of any Company is subject to any security interest or Lien of any kind other than any security interest or Lien which may be granted to Agent on behalf of the Banks. No Company has entered into any contract or agreement (other than the Note Agreements) which exists on or after the Closing Date that would prohibit Agent or the Banks from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of any Company.

Tax Returns. All federal, state and local tax returns and other reports required by law to be filed in respect of the income, business, properties and employees of each Company have been filed and all taxes, assessments, fees and other governmental charges which are due and payable have been paid, except as otherwise permitted herein or the failure to do so does not and will not cause or result in a Material Adverse Effect. The provision for taxes on the books of each Company is adequate for all years not closed by applicable statutes and for the current fiscal year.

Environmental Laws. Each Company is in material compliance with any and all Environmental Laws, including, without limitation, all Environmental Laws in all jurisdictions in which any Company owns or operates, or has owned or operated, a facility or site, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other wastes, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the knowledge of each Company, threatened, against any Company, any real property in which any Company holds or has held an interest or any past or present operation of any Company that, if determined adversely, would have a Material Adverse Effect. No material release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), on, under or to any real property in which any Company holds any interest or performs any of its operations, in violation of any Environmental Law. As used in this Section, "litigation or proceeding" means any demand, claim, notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by any governmental authority or private Person or otherwise.

Continued Business. There exists no actual, pending, or, to each Borrower's knowledge, any threatened termination, cancellation or limitation of, or any modification or change in the business relationship of any Company and any customer or supplier, or any group of customers or suppliers, whose purchases or supplies, individually or in the aggregate, are material to the business of any Company, and there exists no present condition or state of facts or circumstances that would have a Material Adverse Effect or prevent a Company from conducting such business or the transactions contemplated by this Agreement in substantially the same manner in which it was previously conducted.

Employee Benefits Plans. Schedule 6.10 hereto identifies each ERISA Plan. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts which a Controlled Group member is required, under applicable law or under the governing documents, to have been paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the "remedial amendment period" available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) other than the ERISA Plan identified as item 1 on Schedule 6.10, the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described "remedial amendment period" has not yet expired; (d) the ERISA Plan currently satisfies the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described "remedial amendment period"; and (e) no contribution made to the ERISA Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the "accumulated benefit obligation" of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, "Employers' Accounting for Pensions") does not exceed the fair market value of Pension Plan assets.

Consents or Approvals. No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority or any other Person is required to be obtained or completed by any Borrower in connection with the execution, delivery or performance of any of the Loan Documents, that has not already been obtained or completed.

Solvency. Each Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Borrower has incurred to Agent and the Banks. No Borrower is insolvent as defined in any applicable state or federal statute, nor will any Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Banks. No Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Banks incurred hereunder. No Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.

Financial Statements. The Consolidated financial statements of Borrowers for the fiscal year ended December 31, 2002 and the unaudited Consolidated financial statements of Borrowers for the fiscal quarter ended September 28, 2003, furnished to Agent and the Banks, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Companies as of the dates of such financial statements and the results of their operations for the periods then ending. Since the dates of such statements, there has been no material adverse change in any Company's financial condition, properties or business nor any change in any Company's accounting procedures.

Regulations. No Borrower is engaged principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System of the United States of America). Neither the granting of any Loan (or any conversion thereof) or Letter of Credit nor the use of the proceeds of any Loan or Letter of Credit will violate, or be inconsistent with, the provisions of Regulation U or X or any other Regulation of such Board of Governors.

Intellectual Property. Each Company owns, possesses, or has the right to use all of the patents, patent applications, trademarks, service marks, copyrights, licenses, and rights with respect to the foregoing necessary for the conduct of its business without any known conflict with the rights of others, except where the failure to do so would not have a Material Adverse Effect.

Insurance. Each Company maintains with financially sound and reputable insurers insurance with coverage and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies.

Accurate and Complete Statements. Neither the Loan Documents nor any written statement made by any Company in connection with any of the Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or in the Loan Documents not misleading. After due inquiry by Borrowers, there is no known fact that any Company has not disclosed to Agent and the Banks that has or would have a Material Adverse Effect.

Investment Company; Holding Company. No Company is (a) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, each as amended, or any foreign, federal, state or local statute or regulation limiting its ability to incur Indebtedness.

Anti-Terrorism Laws. No Company or any Affiliate of any Company is in violation of any Anti-Terrorism Law or has engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or has attempted to violate, any of the prohibitions set forth in any Anti-Terrorism Law. No Company or Affiliate of any Company is any of the following (each a "Blocked Person"):

a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

a Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224;

a Person or entity that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or

a Person or entity who is affiliated with a Person or entity listed above.

No Company (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

Reportable Transactions. The Borrowers do not intend to treat the Loans and related transactions as being "reportable transactions" (within the meaning of Treasury Regulation section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, it will promptly notify Agent thereof.

Defaults. No Default or Event of Default exists hereunder, nor will any begin to exist immediately after the execution and delivery hereof.

EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default hereunder:

Payments. If (a) the interest on any Loan or any facility or other fee shall not be paid in full punctually when due and payable or within five days thereafter, or (b) the principal of any Loan shall not be paid in full punctually when due and payable.

Special Covenants. If any Company or any Obligor shall fail or omit to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12, 5.13, 5.14, 5.23 or 5.25 hereof.

Other Covenants. If any Company or Obligor shall fail or omit to perform and observe any agreement or other provision (other than those referred to in Sections 7.1 or 7.2 hereof) contained or referred to in this Agreement or any Related Writing that is on such Company's or Obligor's part, as the case may be, to be complied with, and that Default shall not have been fully corrected within thirty (30) days after the giving of written notice thereof to a Borrower by Agent or any Bank that the specified Default is to be remedied.

Representations and Warranties. If any representation, warranty or statement made in or pursuant to this Agreement or any Related Writing or any other material information furnished by any Company or Obligor to the Banks or any thereof or any other holder of any Note, shall be false or erroneous in any material respect.

Cross Default. If any Company or Obligor shall default in (a) the payment of principal or interest due and owing upon any other obligation for borrowed money in excess of the aggregate, for all such obligations for all such Companies and Obligors, of Fifteen Million Dollars ($15,000,0000) beyond any period of grace provided with respect thereto, or (b) the performance or observance of any other agreement, term or condition contained in any agreement under which such obligation is created, if the effect of such default is to allow the acceleration of the maturity of such Indebtedness or to permit the holder thereof to cause such Indebtedness to become due prior to its stated maturity.

ERISA Default. The occurrence of one or more ERISA Events that (a) the Required Banks determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company.

Change in Control; Determination of Taxability. If (a) a Change in Control shall occur, or (b) a Determination of Taxability shall occur.

Money Judgment. A final judgment or order for the payment of money shall be rendered against any Company or any Obligor by a court of competent jurisdiction, which remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed) of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments, for all such Companies and Obligors, shall exceed Five Million Dollars ($5,000,000).

Validity of Loan Documents. (a) The validity, binding effect or enforceability of any Loan Document against any Borrower or Guarantor of Payment shall be contested by any Company or any other Obligor; (b) any Borrower or Guarantor of Payment shall deny that it has any or further liability or obligation thereunder; or (c) any Loan Document shall be terminated, invalidated or set aside, or be declared ineffective or inoperative or in any way cease to give or provide to Agent and the Banks the material benefits purported to be created thereby.

Solvency. If any Borrower, or any other Company with assets in excess of One Million Dollars ($1,000,000), shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors, (d) apply for or consent to the appointment of a receiver, a custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets, (e) be adjudicated a debtor or have entered against it an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, (f) file a voluntary petition in bankruptcy, or have an involuntary proceeding filed against it and the same shall continue undismissed for a period of sixty (60) days from commencement of such proceeding or case, or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal or state) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal or state) relating to relief of debtors, (g) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, which approves a petition seeking its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or (h) take, or omit to take, any action in order thereby to effect any of the foregoing.

REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or elsewhere,

Optional Defaults. If any Event of Default referred to in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall occur, Agent may, and shall, at the request of the Required Banks, give written notice to Borrowers, to:

terminate the Commitment and the credits hereby established, if not previously terminated, and, immediately upon such election, the obligations of Banks, and each thereof, to make any further Loan and the obligation of the Fronting Bank to issue any Letter of Credit hereunder immediately shall be terminated, and/or

accelerate the maturity of all of the Debt (if the Debt is not already due and payable), whereupon all of the Debt shall become and thereafter be immediately due and payable in full without any presentment or demand and without any further or other notice of any kind, all of which are hereby waived by Borrowers.

Automatic Defaults. If any Event of Default referred to in Section 7.10 hereof shall occur:

all of the Commitment and the credits hereby established shall automatically and immediately terminate, if not previously terminated, and no Bank thereafter shall be under any obligation to grant any further Loan, nor shall Agent be obligated to issue any Letter of Credit hereunder, and

the principal of and interest then outstanding on all of the Notes, and all of the other Debt, shall thereupon become and thereafter be immediately due and payable in full (if the Debt is not already due and payable), all without any presentment, demand or notice of any kind, which are hereby waived by each Borrower.

Letters of Credit. If the maturity of the Debt shall be accelerated pursuant to Sections 8.1 or 8.2 hereof, Borrowers shall immediately deposit with Agent, as security for the obligations of Borrowers and any Guarantor of Payment to reimburse Agent and the Banks for any then outstanding Letters of Credit, cash equal to the sum of the aggregate undrawn balance of any then outstanding Letters of Credit. Agent and the Banks are hereby authorized, at their option, to deduct any and all such amounts from any deposit balances then owing by any Bank to or for the credit or account of any Company, as security for the obligations of Borrowers and any Guarantor of Payment to reimburse Agent and the Banks for any then outstanding Letters of Credit.

Offsets. If there shall occur or exist any Event of Default referred to in Section 7.10 hereof or if the maturity of the Debt is accelerated pursuant to Section 8.1 or 8.2 hereof, each Bank shall have the right at any time to set off against, and to appropriate and apply toward the payment of, any and all Debt then owing by Borrowers to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to Section 2.1B, 2.1C or 8.5 hereof), whether or not the same shall then have matured, any and all deposit balances and all other indebtedness then held or owing by that Bank to or for the credit or account of any Borrower of Guarantor of Payment, all without notice to or demand upon any Borrower or any other Person, all such notices and demands being hereby expressly waived by each Borrower.

Equalization Provision. Each Bank agrees with the other Banks that if it, at any time, shall obtain any Advantage over the other Banks or any thereof in respect of the Debt (except as to Swing Loans prior to Agent's giving of a notice to participate and except under Article III hereof), it shall purchase from the other Banks, for cash and at par, such additional participation in the Debt as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as aforesaid shall be recovered in whole or in part from the Bank receiving the Advantage, each such purchase shall be rescinded, and the purchase price restored (but without interest unless the Bank receiving the Advantage is required to pay interest on the Advantage to the Person recovering the Advantage from such Bank) ratably to the extent of the recovery. Each Bank further agrees with the other Banks that if it at any time shall receive any payment for or on behalf of any Borrower on any indebtedness owing by Borrowers to that Bank by reason of offset of any deposit or other indebtedness, it will apply such payment first to any and all Debt owing by such Borrower to that Bank (including, without limitation, any participation purchased or to be purchased pursuant to this Section or any other Section of this Agreement). Each Borrower agrees that any Bank so purchasing a participation from the other Banks or any thereof pursuant to this Section may exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank was a direct creditor of such Borrower in the amount of such participation.

THE AGENT

The Banks authorize KeyBank National Association and KeyBank National Association hereby agrees to act as agent for the Banks in respect of this Agreement upon the terms and conditions set forth elsewhere in this Agreement, and upon the following terms and conditions:

Appointment and Authorization. Each Bank hereby irrevocably appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto, including, without limitation, to execute and deliver the Intercreditor Agreement on behalf of the Banks. Neither Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct. Each Bank, by becoming a party to this Agreement, agrees to be bound by and subject to the terms and conditions of the Intercreditor Agreement as if it were an original party thereto.

Note Holders. Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it, signed by such payee and in form satisfactory to Agent.

Consultation With Counsel. Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered in good faith by it in accordance with the opinion of such counsel.

Documents. Agent shall not be under any duty to examine into or pass upon the validity, effectiveness, genuineness or value of any Loan Documents or any other Related Writing furnished pursuant hereto or in connection herewith or the value of any collateral obtained hereunder, and Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

Agent and Affiliates. With respect to the Loans, Agent shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not Agent, and Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Company or any affiliate thereof.

Knowledge of Default. It is expressly understood and agreed that Agent shall be entitled to assume that no Default or Event of Default has occurred, unless Agent shall have been notified by a Borrower or a Bank in writing that such Borrower or Bank believes that a Default or Event of Default has occurred and is continuing and specifying the nature thereof.

Action by Agent. Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises.

Notices, Default. In the event that Agent shall have acquired actual knowledge of any Default or Event of Default, Agent shall promptly notify the Banks and shall take such action and assert such rights under this Agreement as the Required Banks shall direct and Agent shall inform the other Banks in writing of the action taken. Subject to the other terms and conditions hereof, Agent may take such action and assert such rights as it deems to be advisable, in its discretion, for the protection of the interests of the holders of the Debt.

Indemnification of Agent. The Banks agree to indemnify Agent (to the extent not reimbursed by Borrowers) ratably, according to their respective Commitment Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or any action taken or omitted by Agent with respect to this Agreement or any Loan Document, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements resulting from Agent's gross negligence, willful misconduct as determined by a court of competent jurisdiction, or from any action taken or omitted by Agent in any capacity other than as agent under this Agreement, the Intercreditor Agreement or any other Loan Document.

Successor Agent. Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice to Borrowers and the Banks. If Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor agent for the Banks (with the consent of Borrowers so long as an Event of Default has not occurred and which consent shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following Agent's notice to the Banks of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as the Required Banks appoint a successor agent. Any such successor Agent shall be a commercial bank organized under the laws of the United States of America or any state thereof and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon its appointment, such successor agent shall succeed to the rights, powers and duties as agent, and the term "Agent" shall mean such successor effective upon its appointment, and the former agent's rights, powers and duties as agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement.

No Reliance on Agent's Customer Identification Program. Each Bank acknowledges and agrees that neither such Bank, nor any of its Affiliates, participants or assignees, may rely on Agent to carry out such Bank's, Affiliate's, participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with Borrowers, their Affiliates or agents, the Loan Documents or the transactions hereunder: (1) any identity verification procedures, (2) any record keeping, (3) any comparisons with government lists, (4) any customer notices or (5) any other procedures required under the CIP Regulations or such other laws.

USA Patriot Act. Each Bank or assignee or participant of a Bank that is not incorporated under the laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to Agent the certification, or, if applicable, recertification, certifying that such Bank is not a "shell" and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date and (2) at such other times as are required under the USA Patriot Act.

MISCELLANEOUS

Banks' Independent Investigation. Each Bank, by its signature to this Agreement, acknowledges and agrees that Agent has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other oral or written communication between Agent and such Bank. Each Bank represents that it has made and shall continue to make its own independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Banks hereunder), whether coming into its possession before the granting of the first Loans hereunder or at any time or times thereafter. Each Bank further represents that it has reviewed each of the Loan Documents, including, but not limited to, the Intercreditor Agreement.

No Waiver; Cumulative Remedies. No omission or course of dealing on the part of Agent, any Bank or the holder of any Note in exercising any right, power or remedy hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held by operation of law, by contract or otherwise.

Amendments; Consents. No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Banks and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Anything herein to the contrary notwithstanding, unanimous consent of the Banks shall be required with respect to (a) any increase in the Commitment hereunder, except pursuant to Section 2.8(c) hereof (but not in excess of Two Hundred Thirty Million Dollars ($230,000,000)), (b) the extension of maturity of any Loan, the payment date of interest or principal thereunder, or the payment of facility or other fees or amounts payable hereunder or the extension of the expiry date of any Letter of Credit beyond the last day of the Commitment Period, (c) any reduction in the rate of interest on any Loan, or in any amount of principal or interest due with respect to any Loan, or the payment of commitment or other fees hereunder or any change in the manner of pro rata application of any payments made by Borrowers to the Banks hereunder, (d) any change in any percentage voting requirement, voting rights, or the Required Banks definition in this Agreement, (e) the release of any Borrower or Guarantor of Payment, or (f) any amendment to this Section 10.3 or Section 8.5 hereof. Notice of amendments or consents ratified by the Banks hereunder shall immediately be forwarded by Borrowers to all Banks. Each Bank or other holder of a Note shall be bound by any amendment, waiver or consent obtained as authorized by this Section, regardless of its failure to agree thereto.

Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to a Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to a Bank, mailed or delivered to it, addressed to the address of such Bank specified on the signature pages of this Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests, demands and other communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that all notices hereunder shall not be effective until received.

Costs, Expenses and Taxes. Borrowers agree to pay on demand all costs and expenses of Agent, including but not limited to, (a) out-of-pocket syndication, administration, travel and other expenses, including but not limited to attorneys' fees and expenses of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents and the other documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrowers also agree to pay on demand all costs and expenses of Agent and the Banks, including reasonable attorneys' fees, in connection with the restructuring or enforcement of the Debt, this Agreement or any Related Writing. In addition, Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agree to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Indemnification. Each Borrower agrees to defend, indemnify and hold harmless Agent and the Banks (and their respective affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys' fees) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against Agent or any Bank in connection with any investigative, administrative or judicial proceeding (whether or not such Bank or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document or any actual or proposed use of proceeds of the Loans or any of the Debt, or any activities of any Company or any Obligor or any of their respective Affiliates; provided that no Bank nor Agent shall have the right to be indemnified under this Section for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. All obligations provided for in this Section 10.6 shall survive any termination of this Agreement.

Obligations Several; No Fiduciary Obligations. The obligations of the Banks hereunder are several and not joint. Nothing contained in this Agreement and no action taken by Agent or the Banks pursuant hereto shall be deemed to constitute the Banks a partnership, association, joint venture or other entity. No default by any Bank hereunder shall excuse the other Banks from any obligation under this Agreement; but no Bank shall have or acquire any additional obligation of any kind by reason of such default. The relationship among Borrowers and the Banks with respect to the Loan Documents and the Related Writings is and shall be solely that of debtors and creditors, respectively, and neither Agent nor any Bank shall have any fiduciary obligation toward any Borrower with respect to any such documents or the transactions contemplated thereby.

Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

Binding Effect; Borrowers' Assignment. This Agreement shall become effective when it shall have been executed by each Borrower, Agent and each Bank and thereafter shall be binding upon and inure to the benefit of each Borrower, Agent and each of the Banks and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of Agent and all of the Banks.

Bank Assignments; Participations.

A. Assignments of Commitments. Each Bank shall have the right at any time or times to assign to another financial institution, without recourse, all or a percentage of all of the following: (a) that Bank's Commitment, (b) all Loans made by that Bank, (c) that Bank's Notes, and (d) that Bank's interest in any Letter of Credit and any participation purchased pursuant to Section 2.1B, 2.1C or 8.5 hereof; provided, however, in each such case, that the assignor and the assignee shall have complied with the following requirements:

Prior Consent. No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Cedar Fair LP and Agent (other than an assignment by any Bank to another Bank or to any affiliate of such Bank which affiliate is either wholly-owned by such Bank or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Bank), which consent of Borrowers and Agent shall not be unreasonably withheld; provided, however, that, Borrowers' consent shall not be required if, at the time of the proposed assignment, any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations hereunder;

Minimum Amount. Each such assignment shall be in a minimum amount of the lesser of Ten Million Dollars ($10,000,000) of the assignor's Commitment and interest herein or the entire amount of the assignor's Commitment and interest herein;

Assignment Fee; Assignment Agreement. Unless the assignment shall be to an affiliate of the assignor or the assignment shall be due to merger of the assignor or for regulatory purposes, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Dollars ($3,000). Unless the assignment shall be due to merger of the assignor or a collateral assignment for regulatory purposes, the assignor shall (A) cause the assignee to execute and deliver to Borrowers and Agent an Assignment Agreement, and (B) execute and deliver, or cause the assignee to execute and deliver, as the case may be, to Agent such additional amendments, assurances and other writings as Agent may reasonably require;

Intercreditor Agreement. The assignee shall have executed a joinder agreement in form and substance satisfactory to Agent pursuant to which such assignee shall have become a party to the Intercreditor Agreement. The assignee shall also have provided notice (prior to the effective date of the assignment) in accordance with Section 13 of the Intercreditor Agreement that the assignee is to become a Bank under this Agreement; and

Non-U.S. Assignee. If the assignment is to be made to an assignee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the assignor Bank shall cause such assignee, at least five Business Days prior to the effective date of such assignment, (A) to represent to the assignor Bank (for the benefit of the assignor Bank, Agent and Borrowers) that under applicable law and treaties no taxes will be required to be withheld by Agent, Borrowers or the assignor with respect to any payments to be made to such assignee in respect of the Loans hereunder, (B) to furnish to the assignor (and, in the case of any assignee registered in the Register (as defined below), Agent and Borrowers) either (1) U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN or (2) United States Internal Revenue Service Form W-8 or W-9, as applicable (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder), and (C) to agree (for the benefit of the assignor, Agent and Borrowers) to provide the assignor Bank (and, in the case of any assignee registered in the Register, Agent and Borrowers) a new Form W-8ECI or Form W-8BEN or Form W-8 or W-9, as applicable, upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Upon satisfaction of the requirements specified in clauses (i) through (v) above, Borrowers shall execute and deliver (A) to Agent, the assignor and the assignee, any consent or release (of all or a portion of the obligations of the assignor) required to be delivered by Borrowers in connection with the Assignment Agreement, and (B) to the assignee, an appropriate Note or Notes. After delivery of the new Note or Notes, the assignor's Note or Notes being replaced shall be returned to Borrowers marked "replaced".

Upon satisfaction of the requirements of set forth in (i) through (v), and any other condition contained in this Section 10.10A, (A) the assignee shall become and thereafter be deemed to be a "Bank" for the purposes of this Agreement, (B) in the event that the assignor's entire interest has been assigned, the assignor shall cease to be and thereafter shall no longer be deemed to be a "Bank" and (C) the signature pages hereto and Schedule 1 hereto shall be automatically amended, without further action, to reflect the result of any such assignment.

Agent shall maintain at its address referred to in Section 10.4 hereof a copy of each Assignment Agreement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrowers, Agent and the Banks may treat each financial institution whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrowers or any Bank at any reasonable time and from time to time upon reasonable prior notice.

B. Sale of Participations. Each Bank shall have the right at any time or times, without the consent of Agent or Borrowers, to sell one or more participations or sub-participations to a financial institution, as the case may be, in all or any part of (a) that Bank's Commitment, (b) that Bank's Commitment Percentage, (c) any Loan made by that Bank, (d) any Note delivered to that Bank pursuant to this Agreement, and (e) that Bank's interest in any Letter of Credit and any participation, if any, purchased pursuant to Section 2.1B, 2.1C or 8.5 hereof or this Section 10.10B.

The provisions of Article III and Section 10.6 shall inure to the benefit of each purchaser of a participation or sub-participation; provided that Agent shall continue to distribute payments pursuant to this Agreement as if no participation has been sold.

If any Bank shall sell any participation or sub-participation, that Bank shall, as between itself and the purchaser, retain all of its rights (including, without limitation, rights to enforce against Borrowers the Loan Documents and the Related Writings) and duties pursuant to the Loan Documents and the Related Writings, including, without limitation, that Bank's right to approve any waiver, consent or amendment pursuant to Section 10.3, except if and to the extent that any such waiver, consent or amendment would:

(i) reduce any fee or commission allocated to the participation or sub-participation, as the case may be,

(ii) reduce the amount of any principal payment on any Loan allocated to the participation or sub-participation, as the case may be, or reduce the principal amount of any Loan so allocated or the rate of interest payable thereon, or

(iii) extend the time for payment of any amount allocated to the participation or sub-participation, as the case may be.

No participation or sub-participation shall operate as a delegation of any duty of the seller thereof. Under no circumstance shall any participation or sub-participation be deemed a novation in respect of all or any part of the seller's obligations pursuant to this Agreement.

Severability of Provisions; Captions; Attachments. Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to Sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

Entire Agreement. This Agreement, any Note and any other Loan Document or other agreement, document or instrument attached hereto or executed on or as of the Closing Date integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

Governing Law; Submission to Jurisdiction. This Agreement, each of the Notes and any Related Writing shall be governed by and construed in accordance with the laws of the State of Ohio and the respective rights and obligations of Borrowers and the Banks shall be governed by Ohio law, without regard to principles of conflict of laws. Each Borrower hereby irrevocably submits to the non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the Debt or any Related Writing, and each Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. Each Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Each Borrower agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Legal Representation of Parties. The Loan Documents were negotiated by the parties with the benefit of legal representation and any rule of construction or interpretation otherwise requiring this Agreement or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof.

Confidentiality. Agent and each Bank shall hold all Confidential Information in accordance with the customary procedures of Agent or such Bank for handling confidential information of this nature, and in accordance with safe and sound banking practices. Notwithstanding the foregoing, Agent or any Bank may in any event make disclosures of, and furnish copies of Confidential Information (a) to another agent under this Agreement or another Bank; (b) when reasonably required by any bona fide transferee or participant in connection with the contemplated transfer of any Loans or Commitment or participation therein (provided that each such prospective transferee or participant shall execute an agreement for the benefit of Borrowers with such prospective transferor Bank or participant containing provisions substantially identical to those contained in this Section 10.15); (c) to the parent corporation or corporations of Agent or such Bank, and to their respective auditors and attorneys; and (d) as required or requested by any governmental agency or representative thereof, or pursuant to legal process, provided, that, unless specifically prohibited by applicable law or court order, Agent or such Bank, as applicable, shall notify the Treasury Manager of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of Agent or such Bank by such governmental agency), and of any other request pursuant to legal process, for disclosure of any such non-public information prior to disclosure of such Confidential Information. In no event shall Agent or any Bank be obligated or required to return any materials furnished by or on behalf of any Company. Each Borrower hereby agrees that the failure of Agent or any Bank to comply with the provisions of this Section 10.15 shall not relieve any Borrower of any of the obligations to Agent and the Banks under this Agreement and the other Loan Documents. Notwithstanding anything herein to the contrary, "Confidential Information" shall not include, and the Borrowers, Agent, each Bank and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or facts that are provided to any of the Persons referred to above.

Treasury Regulations. The Borrowers acknowledge that the Agent and/or one or more of the Banks may treat the Loans as part of a transaction that is subject to Treasury Regulation section 1.6011-4 or section 301.6112-1, and the Agent and such Bank or Banks, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

Limited Liability of Partners. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, Agent and the Banks agree that no recourse under this Agreement, any Note or any other Loan Document shall be had against the general partner of Cedar Fair LP, or any other partner of Cedar Fair LP, or any partner of any such partner, as such (all of the foregoing, collectively, the "Exempted Persons"), whether based on agency, deputization or otherwise, by the enforcement of any assessment or by legal or equitable proceeding, by virtue of statute or otherwise, it being expressly agreed that no personal liability whatsoever shall attach to or be incurred by any Exempted Person under this Agreement, the Notes or any other Loan Document; provided, however, that the foregoing limitation of liability shall in no way constitute a limitation on the right of Agent or any Bank to enforce their remedies against any Borrower or any other Company, or their respective properties and assets, or any other Person (other than an Exempted Person, as such), for the collection of amounts due and owing under the Loan Documents or any other obligations under any of the Loan Documents.

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Jury Trial Waiver. EACH BORROWER, AGENT AND EACH OF THE BANKS WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.

Address: 1 Cedar Point Drive Cedar Fair, L.P.

Sandusky, Ohio 44870

Attention: Chief Financial By: Cedar Fair Management Company,

Officer its Managing General Partner

Cedar Fair

By: Magnum Management Corporation,
its Managing General Partner

Magnum Management Corporation

Knott's Berry Farm

By: Cedar Fair, L.P.,

its Managing General Partner

By: Cedar Fair Management Company,

its Managing General Partner

By /s/ Bruce A. Jackson

Bruce A. Jackson

As Corporate Vice President, Finance & Chief Financial Officer of Cedar Fair Management Company

As Vice President, Finance & Chief Financial Officer of Magnum Management Corporation

Address: 127 Public Square

Cleveland, OH 44114

Attention: Large Corporate

Banking

KEYBANK NATIONAL ASSOCIATION,

as Agent and as a Bank

By: /s/ Francis W. Lutz

Name: Francis W. Lutz

Title: Vice President

Address: 131 S. Dearborn

Chicago, IL 60603

Attention: Kevin Lawler

BANK ONE, MICHIGAN

By: /s/ Jean Phelan

Name: Jean Phelan

Title: Director

Address: 1900 East Ninth Street

Cleveland, OH 44114

Attention: LOC #01-2083

Eric Giesecke

NATIONAL CITY BANK

By: /s/ Eric R. Giesecke

Name: Eric R. Giesecke

Title: Vice President

Address: 702 Hamilton Street

PA 2110

Allentown, PA 18101

Attention: Ed McCarthy

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Edward J. McCarthy, Jr.

Name: Edward J. McCarthy, Jr.

Title: Vice President

Address: 1404 East Ninth Street

Cleveland, OH 44114

Attention: Marty McGinty

FIFTH THIRD BANK

By: /s/ Martin H. McGinty

Name: Martin H. McGinty

Title: Vice President

Address: 500 Woodward

MC 3268

Detroit, MI 48226

Attention: Scott M. Kowalski

COMERICA BANK

By: /s/ Scott M. Kowalski

Name: Scott M. Kowalski

Title: Account Officer

Address: 1010 Grand Boulevard

P.O. Box 419226

Kansas City, MO 64141

Attention: Robert Elbert

UMB BANK, N.A.

By: /s/ Robert P. Elbert

Name: Robert P. Elbert

Title: Senior Vice President