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POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and
appoints each of Duffield E. Milkie, Brian C. Witherow and Stacy L. Frole,
signing singly, as the undersigned's true and lawful attorney-in-fact, with full
power to:
1. prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make
filings with the SEC of schedules or reports required by Section
16(a) of the Securities and Exchange Act (the "Exchange Act"),
Rule 144 of the Securities Act of 1933 (the "Securities Act"),
or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, any Form 3, Form
4, Form 5, or Form 144, or any amendment(s) thereto, required or
permitted to be filed with the SEC under the Exchange Act and
the rules thereunder or the Securities Act and the rules
thereunder, and any other forms or reports, or any amendment(s)
thereto, the undersigned may be required or permitted to file in
connection with the undersigned's ownership, acquisition, or
disposition of securities of Cedar Fair, L.P. (the "Company");
3. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, Form 4, Form 5, or Form 144, or other
form or report, or any amendment(s) thereto, and timely file
such form or report (or amendment) with the SEC and any stock
exchange or similar authority and transmit such form or report
(or amendment) to the Company or any broker, transfer agent,
legal counsel or other relevant person; and
4. take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act,
Rule 144 of the Securities Act, or any rule or regulation of the SEC, or any
other liabilities or obligations.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Form 3, Form 4, Form 5, or Form
144 with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked with respect to any of the
attorneys-in-fact named herein by the undersigned in a signed writing delivered
to such attorney- or attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 9th day of February, 2012.
/s/ Stacy L. Frole, POA
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Stacy L. Frole, POA