10-Q

FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 27, 2005

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(I.R.S. Employer

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices)

(zip code)

(419) 626-0830

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X No .

Title of Class

Units Representing

Limited Partner Interests

Units Outstanding As Of

May 1, 2005

53,588,200

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information
Item 1.	Financial Statements	3-8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9-10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
Part II - Other Information
Item 1.	Legal Proceedings	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
Signatures		13
Index to Exhibits		14

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

		3/27/05	12/31/04
	ASSETS
Current Assets:
	Cash	$ 4,600	$ 3,353
	Receivables	2,868	4,766
	Inventories	22,121	17,632
	Prepaids and other current assets	9,109	7,209
		38,698	32,960
Property and Equipment:
	Land	174,143	174,143
	Land improvements	153,523	153,498
	Buildings	298,076	298,037
	Rides and equipment	671,362	671,830
	Construction in progress	35,911	20,470
		1,333,015	1,317,978
	Less accumulated depreciation	(372,247)	(371,007)
		960,768	946,971
Intangibles and other assets, net		21,291	13,277
		$ 1,020,757	$ 993,208
	LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
	Current maturities of long-term debt	$ 20,000	$ 20,000
	Accounts payable	31,644	21,708
	Distribution payable to partners	24,630	24,066
	Accrued interest	3,283	6,857
	Accrued taxes	9,513	17,832
	Accrued salaries, wages and benefits	9,688	13,751
	Self-insurance reserves	13,227	14,258
	Other accrued liabilities	2,641	3,045
		114,626	121,517
Accrued Taxes		62,489	52,438
Other Liabilities		4,346	6,686
Long-Term Debt:
	Revolving credit loans	151,350	75,400
	Term debt	364,911	366,684
		516,261	442,084
Partners' Equity:
	Special L.P. interests	5,290	5,290
	General partner	-	-
	Limited partners, 53,542 and 53,480 units outstanding at
	March 27, 2005 and December 31, 2004, respectively	317,745	365,193
		323,035	370,483
		$ 1,020,757	$ 993,208

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

			Three months ended		Twelve months ended
			3/27/05	3/28/04	3/27/05	3/28/04
				(As restated,
				see Note 5)
Net revenues:
	Admissions		$ 8,181	$ 9,052	$ 275,890	$ 260,252
	Food, merchandise and games		11,234	11,477	211,017	201,348
	Accommodations and other		5,386	2,681	56,656	50,087
			24,801	23,210	543,563	511,687
Costs and expenses:
	Cost of food, merchandise
	and games revenues		3,516	3,480	56,757	52,931
	Operating expenses		35,705	30,886	246,881	216,439
	Selling, general and administrative		8,616	8,149	70,638	66,051
	Non-cash unit option expense
		(substantially all selling, general
		and administrative)	955	1,337	4,116	5,959
	Depreciation and amortization		3,454	3,443	50,701	44,918
			52,246	47,295	429,093	386,298
Operating income (loss)			(27,445)	(24,085)	114,470	125,389
Interest expense			6,501	5,792	25,972	23,925
Other (income)			(459)	(863)	(4,059)	(3,775)
Income (loss) before taxes			(33,487)	(29,014)	92,557	105,239
Provision (credit) for taxes			(8,923)	(8,479)	18,271	17,702
Net income (loss)			(24,564)	(20,535)	74,286	87,537
Net income (loss) allocated to
	general partner		-	(30)	(2)	88
Net income (loss) allocated to
	limited partners		$ (24,564)	$(20,505)	$ 74,288	$ 87,449
Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,487	50,679	52,639	50,644
	Net income (loss) per limited
		partner unit	$ (0.46)	$ (0.40)	$ 1.41	$ 1.73
Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,487	50,679	53,968	51,569
	Net income (loss) per limited
		partner unit	$ (0.46)	$ (0.40)	$ 1.38	$ 1.70

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 27, 2005

(In thousands, except per unit amounts)

		Limited
		Partner	Limited	General	Special	Total
		Units	Partners'	Partner's	L.P.	Partners'
		Outstanding	Equity	Equity	Interests	Equity
Balance at December 31, 2004		53,480	$ 365,193	$ -	$ 5,290	$ 370,483
	Net (loss)	-	(24,564)	-	-	(24,564)
	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,630)	-	-	(24,630)
	Expense recognized for limited
	partnership unit options	-	955	-	-	955
	Limited partnership unit options
	exercised	39	37	-	-	37
	Issuance of limited partner units
	as compensation	23	754	-	-	754
Balance at March 27, 2005		53,542	$ 317,745	$ -	$ 5,290	$ 323,035

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Three months ended		Twelve months ended
					3/27/05	3/28/04	3/27/05	3/28/04
						(As restated,
						see Note 5)
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income (loss)					$ (24,564)	$ (20,535)	$ 74,286	$ 87,537
Adjustments to reconcile net income (loss) to net
	cash from (for) operating activities:
		Depreciation and amortization			3,454	3,443	50,701	44,918
		Non-cash unit option expense			955	1,337	4,116	5,959
		Other non-cash (income)			(459)	(863)	(4,059)	(3,775)
		Change in assets and liabilities, net of effects
		from acquisition:
			(Increase) decrease in inventories		(4,489)	(3,877)	(3,339)	31
			(Increase) in current and other assets		(9,835)	(9,165)	(517)	(955)
			Increase (decrease) in accounts payable		9,936	11,283	(396)	(1,040)
			Increase in accrued taxes		1,732	789	13,678	9,260
			Increase (decrease) in self-insurance reserves		(1,031)	(229)	2,555	602
			Increase (decrease) in other current liabilities		(8,041)	(4,469)	(2,549)	8,766
			Increase (decrease) in other liabilities		(1,216)	(1,330)	3,633	(2,763)
				Net cash from (for) operating activities	(33,558)	(23,616)	138,109	148,540
CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	-	(144,269)	-
Capital expenditures					(17,116)	(15,858)	(77,026)	(41,673)
				Net cash (for) investing activities	(17,116)	(15,858)	(221,295)	(41,673)
CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Acquisition of Geauga Lake assets:
	Net proceeds from public offering of limited
		partnership units			-	-	73,268	-
	Term debt borrowings				-	-	75,000	-
Net borrowings (payments) on revolving credit loans					75,950	62,800	50,800	(107,600)
Term debt borrowings					-	-	-	100,000
Term debt repayments					-	-	(20,000)	(10,000)
Distributions paid to partners					(24,066)	(22,319)	(93,898)	(89,207)
Exercise of limited partnership unit options					37	17	106	422
Cash paid in repurchase of 0.1% general partner
	interest				-	-	(708)	-
				Net cash from (for) financing activities	51,921	40,498	84,568	(106,385)
CASH
		Net increase for the period			1,247	1,024	1,382	482
		Balance, beginning of period			3,353	2,194	3,218	2,736
		Balance, end of period			$ 4,600	$ 3,218	$ 4,600	$ 3,218
SUPPLEMENTAL INFORMATION
Cash payments for interest expense					$ 10,075	$ 9,048	$ 25,054	$ 23,638
Interest capitalized					200	137	1,277	469
Cash payments for income taxes					18	4	8,846	7,190

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED MARCH 27, 2005 AND MARCH 28, 2004

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership's amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended March 27, 2005 and March 28, 2004 to accompany the quarterly results. Because amounts for the twelve months ended March 27, 2005 include actual 2004 peak season operating results, they may not be indicative of 2005 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership's unaudited condensed consolidated financial statements for the periods ended March 27, 2005 and March 28, 2004 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2004, which were included in the Form 10-K filed on March 16, 2005. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

Effective January 1, 2003, the Partnership began to account for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." The Partnership selected the modified prospective method of adoption described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $1.0 million and $1.3 million in non-cash compensation expense was recognized in the three months ended March 27, 2005 and March 28, 2004, respectively, which is the same amount that would have been recognized had the provisions of SFAS No. 123 been applied from its original effective date.

Statement 123R was issued in December 2004, requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Statement 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123R replaces SFAS No. 123. The provisions of this Statement become effective for the Partnership on January 1, 2006. The Partnership has not yet determined the impact that this Statement will have on its consolidated financial statements.

(2) Interim Reporting:

The Partnership owns and operates seven amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Geauga Lake & Wildwater Kingdom near Cleveland, Ohio; Valleyfair near Minneapolis; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates separate-gated water parks near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio. Virtually all of the Partnership's revenues from its seasonal amusement parks, as well as its water parks and other seasonal resort facilities, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open yea r-round but operates at its lowest level of attendance during the first quarter of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park's operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

(4) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:

	Three months ended		Twelve months ended
	3/27/2005	3/28/2004	3/27/2005	3/28/2004
	(In thousands except per unit amounts)
Basic weighted average units outstanding
outstanding	53,487	50,679	52,639	50,644
Effect of dilutive units:
Unit options	-	-	1,169	925
Phantom units	-	-	160	-
Diluted weighted average units
outstanding	53,487	50,679	53,968	51,569
Net income per unit - basic	$ (0.46)	$ (0.40)	$ 1.41	$ 1.73
Net income per unit - diluted	$ (0.46)	$ (0.40)	$ 1.38	$ 1.70

The effect of unit options and phantom units on the three months ended March 27, 2005 and March 28, 2004, had they not been antidilutive, would have been 1.4 million and 1.2 million units, respectively.

(5) Restatement of Unaudited Interim Results:

Management of the Partnership determined during the preparation of the annual financial statements for 2004, and the analysis of deferred tax accounts related thereto, that the Partnership had incorrectly accounted for the provision for income taxes in addressing the tax attributes of its corporate subsidiaries.   There was no effect on the provision for taxes or net income in the financial statements included in the Partnership's 2004 Form 10-K; however, the impact on a quarterly basis was material due to the seasonality of its operations.

As a result, the Partnership concluded that it should restate its accounting for deferred income taxes as presented in its fiscal 2004 quarters, and the effect of the restatement on the 2004 first quarter is as set forth below. The amounts for the twelve months ended March 28, 2004 have not been restated as the impact in that period was not material.

	Three Months
	Ended March 28, 2004
		As Previously Reported	As Restated
Consolidated Statements of Operations
Income (loss) before taxes		$ (29,014)	$ (29,014)
Provision (credit) for taxes		871	(8,479)
Net income (loss)		(29,885)	(20,535)
Net income (loss) per limited partner
unit - basic and diluted		$ (0.59)	$ (0.40)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies:

Property and Equipment - Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Self-Insurance Reserves - Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

Revenue Recognition - Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues.

Results of Operations:

As discussed in Note 5 to the unaudited condensed consolidated financial statements, results for the three months ended March 28, 2004 have been restated. This discussion and analysis gives effect to the restatement.

First Quarter -

Operating results for the first quarter include normal off-season operating, maintenance and administrative expenses at our six seasonal amusement parks and five water parks, and daily operations at Knott's Berry Farm and Castaway Bay, which are open year-round. Net revenues for the first quarter of 2005 increased 7% to $24.8 million from $23.2 million, due entirely to the first-quarter contribution of Castaway Bay, which opened in November 2004. The strong performance of Castaway Bay helped offset a $2.0 million revenue shortfall at Knott's Berry Farm, which was the result of losing approximately 100,000 guest visits during the period due to record rainfall in Southern California.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 13% to $47.8 million from $42.5 million in 2004, due primarily to the costs and expenses of Geauga Lake, which was acquired in April 2004, and Castaway Bay. After depreciation and a $1.0 million non-cash charge for unit options, operating costs and expenses increased $4.9 million to $52.2 million from $47.3 million in 2004. On a same-park basis, operating costs and expenses in the period increased 3% or $1.2 million due to the operations of Castaway Bay.

After interest expense and provision for taxes, our net loss for the period was $24.6 million, or $0.46 per diluted limited partner unit, compared to a net loss of $20.5 million, or $0.40 per unit, a year ago. Excluding the impact of Geauga Lake, the net loss for the period would have been $20.0 million, or $0.39 per unit.

Twelve Months Ended March 27, 2005 -

For the twelve months ended March 27, 2005, which included actual 2004 peak season operating results, net revenues increased 6% to $543.6 million from $511.7 million for the twelve months ended March 28, 2004, which included actual 2003 peak season operating results. Over this same period, operating costs and expenses, before depreciation and other non-cash charges, increased to $374.3 million from $335.4 million, due to the addition of Geauga Lake and Castaway Bay, and net income decreased to $74.3 million, or $1.38 per diluted unit, from $87.5 million, or $1.70 per unit, in the prior period.

On a same-park basis, net revenues increased $7.4 million, or 1%, to $519.1 million for the twelve months ended March 27, 2005. After depreciation and all other non-cash charges, operating income for the period increased 2% to $127.9 million from $125.4 million, and net income increased $4.8 million to $92.3 million, or $1.77 per diluted unit.

Liquidity and Capital Resources:

We ended the first quarter of 2005 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 3.0 at March 27, 2005 is the result of our highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities.

At the end of the quarter, we had $385 million of fixed-rate term debt, with staggered maturities ranging from 2005 to 2018, as well as a $180 million revolving credit facility, which is available through March 2007, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled $151.4 million as of March 27, 2005. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

We have converted $100 million of our fixed-rate term debt to variable rates through the use of several interest rate swap agreements. The fair value of these swaps, which have been designated as fair value hedges on long-term debt, was a net liability of $89,000 at March 27, 2005, and has been reflected on the balance sheet in "Other liabilities" with a corresponding decrease to "Term debt."

Credit facilities and cash flow from operations are expected to be adequate to meet working capital needs, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Off Balance Sheet Arrangements:

We have no significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumers' leisure time and spending, adverse weather conditions, unanticipated construction delays, the absence of historical operating experience at Geauga Lake & Wildwater Kingdom, and other factors could affect attendance at our parks and cause actual results to differ materially from our expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and, from time to time, currency exchange rates on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We have converted $100 million of our term debt to variable rates averaging LIBOR plus 0.64% through the use of several swap agreements for a period of 6-15 years. As of March 27, 2005, of our outstanding long-term debt, $285 million represents fixed rate debt and $251.4 million represents variable-rate debt. A hypothetical one percentage point increase in the applicable interest rates on our variable-rate debt would increase annual interest expense by approximately $1.7 million as of March 27, 2005.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures -

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of March 27, 2005, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings.

(b) Changes in Internal Control Over Financial Reporting -

As indicated in the Annual Report on Form 10-K filed on March 16, 2005, management has implemented procedures to separately analyze and account for the tax attributes of the Partnership's corporate subsidiaries on a regular basis beginning in 2005 under SFAS No. 109, "Accounting For Income Taxes." Other than this, no significant changes were made during the first quarter of 2005 that have materially affected the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5. OTHER INFORMATION - None

ITEM 6. EXHIBITS

Exhibit (10.1)	Amendment No. 3 dated March 27, 2005 to the Credit Agreement dated as of December 22, 2003 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.
Exhibit (10.2)	Amendment to the Amended and Restated Note Purchase and Private Shelf Agreement dated as of April 7, 2004, among Cedar Fair, L.P. and Knott's Berry Farm as co-issuers, and Prudential Investment Management, Inc. and affiliated companies as purchasers.
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management, Inc.

General Partner

Date: May 11, 2005	/s/ Bruce A. Jackson
	Bruce A. Jackson
	Corporate Vice President - Finance
	(Chief Financial Officer)
		/s/ Peter J. Crage
		Peter J. Crage
		Vice President and Corporate Controller
		(Chief Accounting Officer)

INDEX TO EXHIBITS

		Page Number
Exhibit (10.1)	Amendment No. 3 dated March 27, 2005 to the Credit Agreement dated as of December 22, 2003 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.	15
Exhibit (10.2)	Amendment to the Amended and Restated Note Purchase and Private Shelf Agreement dated as of April 7, 2004, among Cedar Fair, L.P. and Knott's Berry Farm as co-issuers, and Prudential Investment Management, Inc. and affiliated companies as purchasers.	22
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	28
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	29
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	30

EX-10

EXHIBIT 10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is made effective as of March 27, 2005, by and among (i) CEDAR FAIR, L.P., a Delaware limited partnership ("Cedar Fair LP"); (ii) CEDAR FAIR, an Ohio general partnership ("Cedar Fair"); (iii) MAGNUM MANAGEMENT CORPORATION, an Ohio corporation ("Magnum Management"), in its capacity as a Borrower (as hereinafter defined) and in its capacity as Treasury Manager under the Credit Agreement referred to below; (iv) KNOTT'S BERRY FARM, a California general partnership ("Knott's Berry Farm"; and together with Cedar Fair LP, Cedar Fair, and Magnum Management, collectively, "Borrowers" and, individually, each a "Borrower"); (v) the banking institutions party to the Credit Agreement referred to below (collectively, the "Banks" and, individually, each a "Bank"); and (vi) KEYBANK NATIONAL ASSOCIATION, as lead arranger and administrative agent for the Banks under the Credit Agreement ("Agent").

RECITALS:

A. Borrowers, Agent and the Banks are parties to the Credit Agreement, dated as of December 22, 2003 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "Credit Agreement").

B. Borrowers, Agent and the Banks desire to amend the Credit Agreement to modify certain provisions thereof.

AGREEMENT:

In consideration of the premises and mutual covenants herein and for other valuable consideration, Borrowers, Agent and the Banks agree as follows:

1. Amendment. Section 5.7(a) of the Credit Agreement is hereby amended and restated as follows:

(a) Leverage Ratio. The Companies shall not suffer or permit at any time the Leverage Ratio to exceed (i) 3.00 to 1.00 for the period from the Closing Date through the day before the Amendment No. 1 Effective Date, (ii) 3.50 to 1.00 from the Amendment No. 1 Effective Date through September 25, 2004, (iii) 3.00 to 1.00 from September 26, 2004 through December 31, 2004, (iv) 3.25 to 1.00 from January 1, 2005 through June 25, 2005, (v) 3.50 to 1.00 from June 26, 2005 through September 24, 2005, (vi) 3.00 to 1.00 on September 25, 2005 and thereafter.

2. Effectiveness.
1. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a) Amendment Executed. This Amendment shall have been executed by Borrowers, each Guarantor of Payment, Agent and the Required Banks, and counterparts hereof as so executed shall have been delivered to Agent.

(b) Fees. Borrowers shall have paid all legal fees and expenses of Agent in connection with the preparation and negotiation of this Amendment and the other documents being executed or delivered in connection herewith.

3. Miscellaneous.
1. Representations and Warranties. Each Borrower and Guarantor of Payment, by signing below, hereby represents and warrants to Agent and the Banks that:
1. such Borrower or Guarantor of Payment has the legal power and authority to execute and deliver this Amendment;
2. the officials executing this Amendment have been duly authorized to execute and deliver the same and bind such Borrower or Guarantor of Payment with respect to the provisions hereof;
3. the execution and delivery hereof by such Borrower or Guarantor of Payment and the performance and observance by such Borrower or Guarantor of Payment of the provisions hereof do not violate or conflict with the organizational agreements of such Borrower or Guarantor of Payment or any law applicable to such Borrower or Guarantor of Payment or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against such Borrower or Guarantor of Payment;
4. no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof;
5. no Borrower or Guarantor of Payment has any claim or offset against, or defense or counterclaim to, any obligations or liabilities of such Borrower or Guarantor of Payment under the Credit Agreement or any Related Writing;
6. this Amendment constitutes a valid and binding obligation of such Borrower or Guarantor of Payment in every respect, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies; and
7. each of the representations and warranties set forth in Article VI of the Credit Agreement is true and correct in all material respects as of the date hereof, except to the extent that any thereof expressly relate to an earlier date.
2. Credit Agreement Unaffected. Each reference to the Credit Agreement in any Loan Document or other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. This Amendment shall be a Loan Document.
3. Guarantor Acknowledgment. Each Guarantor of Payment, by signing this Amendment:
1. consents and agrees to and acknowledges the terms of this Amendment;
2. acknowledges and agrees that all of the Loan Documents to which such Guarantor of Payment is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor of Payment's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;
3. represents and warrants to Agent and the Banks that all representations and warranties made by such Guarantor of Payment and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date; and
4. acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor of Payment is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor of Payment is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor of Payment to any future amendments or modifications to the Credit Agreement.
4. Waiver. Each Borrower and Guarantor of Payment, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which such Borrower and any Guarantor of Payment is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.
5. Entire Agreement. This Agreement, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral representations and negotiations and prior writings with respect to the subject matter hereof.
6. Counterparts This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, 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.
7. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws.
8. JURY TRIAL WAIVER. EACH BORROWER, AGENT, EACH BANK AND EACH GUARANTOR OF PAYMENT HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE BANKS, THE GUARANTORS OF PAYMENT, 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.

[Signature pages follow.]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

Cedar Fair, L.P.

By: Cedar Fair Management, Inc.,

its 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, Inc., its General Partner

By:_________________________

Bruce A. Jackson

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

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

MICHIGAN'S ADVENTURE, INC.,

as a Guarantor of Payment

By:_____________________________________

Bruce A. Jackson, Treasurer

KEYBANK NATIONAL ASSOCIATION,

as Agent and as a Bank

By:

Francis W. Lutz, Vice President

BANK ONE, NA (successor by merger to

Bank One, Michigan)

By:

Name:______________________________

Title: ______________________________

NATIONAL CITY BANK

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION

By:

Name:

Title:

FIFTH THIRD BANK

By:

Name:

Title:

COMERICA BANK

By:

Name:

Title:

UMB BANK, N.A.

By:

Name:

Title:

EX-10

EXHIBIT 10.2

May 11, 2005

Cedar Fair, L.P.
Knott's Berry Farm
One Cedar Point Drive
Sandusky, Ohio 44870
Attn: Corporate Vice President - Finance

Ladies and Gentlemen:

Reference is made to (i) that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of April 7, 2004 (as amended, modified and supplemented prior to the date hereof, the "2004 Shelf Agreement") among Cedar Fair, L.P. a Delaware limited partnership (the "Company"), and Knott's Berry Farm, a California general partnership ("Knott's Berry Farm"; the Company and Knott's Berry Farm are hereinafter collectively referred to as the "Co-Issuers" and individually referred to as a "Co-Issuer"), on the one hand, and Prudential Investment Management, Inc., The Prudential Insurance Company of America ("PICA"), Hartford Life Insurance Company, Medica Health Plan and each Prudential Affiliate which is or which becomes a party to the 2004 Shelf Agreement, on the other hand and (ii) that certain Private Shelf Agreement, dated as of August 24, 1994 (as amended, modified and supplemented prior to the date hereof, the " 1994 Shelf Agreement"; and, collectively with the 2004 Shelf Agreement, the "Shelf Agreements"), between the Company and PICA. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Shelf Agreements.

Pursuant to the request of the Co-Issuers and in accordance with the provisions of paragraph 11C of the Shelf Agreements, the parties hereto agree as follows:

SECTION 1. Amendment. From and after the date this letter becomes effective in accordance with its terms, paragraph 6C of each Shelf Agreement is amended and restated to read in its entirety as follows:

"6C. Consolidated EBITDA Ratio. The Company will not at any time permit the ratio of (i) the amount of its Consolidated Debt at such time to (ii) its Consolidated EBITDA for the Testing Period most recently ended, to exceed the Maximum Permitted Debt Coverage Ratio for such Testing Period. The "Maximum Permitted Debt Coverage Ratio" shall mean (1) 3.00 to 1.00 for Testing Periods ending before June 27, 2004, (2) 3.50 to 1.00 for the Testing Period ending June 27, 2004, (3) 3.00 to 1.00 for the Testing Periods from June 28, 2004 through (and including) December 31, 2004, (4) 3.25 to 1.00 for the Testing Periods from January 1, 2005 through (and including) June 25, 2005, (5) 3.50 to 1.00 for the Testing Periods from June 26, 2005 through (and including) September 24, 2005 and (6) 3.00 to 1.00 for Testing Periods on September 25, 2005 and thereafter; provided, however, that on and after the earlier to occur of (a) August 8, 2011 and (b) the date upon which th e maximum ratio of Consolidated Debt to Consolidated EBITDA (or similar concepts) permitted under the Credit Agreement or under any other primary bank facility of either Co-Issuer is less than or equal to 3.25 to 1.00, then the "Maximum Permitted Debt Coverage Ratio" shall be 3.25 to 1.00."

SECTION 2. Conditions Precedent. This letter shall become effective as of March 27, 2005 upon (a) the return by the Co-Issuers to Prudential of a counterpart hereof duly executed by the Co-Issuers and the holders of the Notes and consented to by the subsidiaries of the Company listed below and (b) delivery of a fully executed copy of an amendment to the Credit Agreement to the same effect as this letter, in form and substance reasonably satisfactory to the Required Holders. The foregoing documentation should be returned to Prudential Capital Group, Two Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attn: Armando M. Gamboa.

SECTION 3. Representations and Warranties. Each Co-Issuer represents and warrants that: (a) each Shelf Agreement, as amended, is the legal, valid and binding obligations of each Co-Issuer, enforceable against each Co-Issuer in accordance with its terms except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by the availability of the remedy of specific performance, (b) each representation and warranty set forth in paragraph 8 of the Shelf Agreements is true and correct as of the date of execution and delivery of this letter by the Co-Issuers with the same effect as if made on such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date) and (c) after giving effect to this letter, no Event of Default or Default exists on the date hereof.

SECTION 4. Reference to and Effect on Shelf Agreements. Upon the effectiveness of this letter, each reference to either Shelf Agreement in any other document, instrument or agreement shall mean and be a reference to such Shelf Agreement, as modified by this letter. Except as specifically set forth in Section 1 hereof, each Shelf Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.

SECTION 5. Governing Law. THIS LETTER SHALL BE CONSTURED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).

SECTION 6. Counterparts; Section Titles. This letter 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 when taken together shall constitute but one and the same instrument. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

The remainder of this page is intentionally left blank.

SECTION 7. Confirmation of Guarantees. By its signature below, each Subsidiary party to a Guaranty of Payment of Debt agrees and consents to the terms and provisions of this Amendment and agrees that its Guaranty of Payment of Debt shall remain in full force and effect after giving effect to this Amendment.

Very truly yours,

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By:
Vice President

THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA

By:
Vice President

HARTFORD LIFE INSURANCE COMPANY
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)

By:
Vice President

MEDICA HEALTH PLAN
By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)

By:
Vice President

BAYSTATE INVESTMENTS, LLC

By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)

By:
Vice President

SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.

By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)

By:
Vice President

ING LIFE INSURANCE AND ANNUITY COMPANY

By: Prudential Private Placement Investors, L.P.
(as Investment Advisor)
By: Prudential Private Placement Investors, Inc.
(as its General Partner)

By:
Vice President

Agreed and accepted this
11th day of May, 2005

CEDAR FAIR, L.P.

By: Cedar Fair Management, Inc., General Partner

By:
Title: Corporate Vice President, Finance

KNOTT'S BERRY FARM

By: Magnum Management Corporation, one of its general partners

By:
Title: Corporate Vice President, Finance

Consented:

CEDAR FAIR

By: Magnum Management Corporation, the Managing General Partner

By:
Title: Corporate Vice President, Finance

MAGNUM MANAGEMENT CORPORATION

By:
Title: Corporate Vice President, Finance

MICHIGAN'S ADVENTURE, INC.

By:
Title: Corporate Vice President, Finance

EX-31

Exhibit 31.1

CERTIFICATION

I, Richard L. Kinzel, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 11, 2005	/s/ Richard L. Kinzel
	Richard L. Kinzel
	Chairman, President and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Bruce A. Jackson, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

1. Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 11, 2005	/s/ Bruce A. Jackson
	Bruce A. Jackson
	Corporate Vice President - Finance (Chief Financial Officer)

EX-32

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cedar Fair, L.P. (the "Partnership") on Form 10-Q for the period ending March 27, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

May 11, 2005

/s/ Richard L. Kinzel

Richard L. Kinzel

Chairman, President and

Chief Executive Officer

/s/ Bruce A. Jackson

Bruce A. Jackson

Corporate Vice President - Finance

(Chief Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.