CEDAR FAIR, L.P. (NYSE:FUN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On April13, 2017 , Cedar Fair, L.P. (Cedar Fair or the Borrower)
entered into a Restatement Agreement (the Restatement Agreement)
amending and restating the existing credit agreement dated as of
March6, 2013 among the Borrower, Magnum Management Corporation
(Magnum), Canadas Wonderland Company (Cedar Canada) and
Millennium Operations LLC (Millennium, and, collectively with
Cedar Fair, Magnum and Cedar Canada, the Borrowers), the lenders
from time to time party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the other parties
thereto (as amended, restated, modified and supplemented from
time to time, the New Credit Agreement). The New Credit Agreement
provides for a senior secured revolving credit facility in an
initial aggregate principal amount of $275.0million ($30.0million
of which is available for a U.S. letter of credit subfacility and
$5.0million of which is available for a Canadian letter of credit
subfacility) that will mature on April 13, 2022. The New Credit
Agreement also provides for an initial senior secured term loan
credit facility in an aggregate principal amount of $750.0million
that will mature on April 13, 2024. In addition, upon the
occurrence of certain events, the Borrower may request an
incremental term loan facility to be added to the initial term
loan credit facility and/or an increase in the commitments under
the revolving credit facility, in an amount not to exceed the
greater of (i) $400million and (ii)any other amount if such
incurrence would not cause the senior secured leverage ratio to
exceed 3.25 to 1.00 on a pro forma basis, in each case subject to
receipt of commitments by existing lenders or other financing
institutions and to the satisfaction of certain other conditions.

Borrowings under the New Credit Agreement bear interest at a rate
equal to, at the Borrowers option, the London Interbank Offered
Rate (LIBOR) or Canadian Dollar Offered Rate (CDOR) plus an
applicable margin or an alternate base rate plus an applicable
margin. Borrowings under the new senior secured term loan
facility bear interest at LIBOR plus an applicable margin of
2.25% or at the base rate plus an applicable margin of 1.25%.
Borrowings under the new senior secured revolving credit facility
bear interest at LIBOR or CDOR plus an applicable margin of 2.00%
or at the base rate plus an applicable margin of 1.00%, such
applicable margin for the new senior secured revolving credit
facility being subject to one 25 basis point reduction based on
the Borrowers total leverage ratio. The interest rate for term
loans under the new senior secured credit facilities is subject
to a LIBOR floor of 0.00% and a base rate floor of 1.00%. On a
quarterly basis, the Borrower pays a commitment fee of 0.375% per
annum to the lenders under the new senior secured revolving
credit facility in respect of unutilized commitments thereunder,
such commitment fee being subject to a 7.5 basis point reduction
based on the Borrowers total leverage ratio. The Borrower also
pays customary letter of credit fees and fronting fees under the
new senior secured revolving credit facility.

The New Credit Agreement requires the mandatory prepayment of the
term loans under the senior secured credit facility, subject to
certain exceptions, with: (i)50% (subject to a reduction to 0%
based on achievement of a certain senior secured leverage ratio)
of annual cash flow; (ii)50% of the net cash proceeds of all
non-ordinary
course asset sales or other dispositions of property, subject to
de minimis thresholds, and subject to reinvestment rights and
certain other exceptions, including a reduction to 0% of such net
cash proceeds based on achievement of a certain senior secured
leverage ratio; and (iii)50% of the net cash proceeds from the
incurrence of certain debt, other than debt permitted to be
incurred under our New Credit Agreement (other than refinancing
indebtedness).

In addition, in
the event that, within six months of the closing date of the New
Credit Agreement, the new senior secured term loan facility is
amended to reduce the interest rate applicable thereto or is
refinanced with the proceeds of term loans with a lower yield
than that applicable to the term loans under the new senior
secured credit facilities, such prepayment or amendment shall be
accompanied by a premium equal to 1% of the principal amount of
term loans subject to such repricing transaction. Thereafter, the
Borrower will be permitted to prepay any of the debt or reduce
any of the commitments under our new senior secured credit
facilities at any time without penalty or premium (subject to
LIBOR redeployment costs).

The New Credit
Agreement requires scheduled quarterly amortization payments on
the term loans in amounts equal to 1.00% per annum of the
original principal amount of the term loans, with the balance
paid at maturity.

All obligations
under the New Credit Agreement (as well as any interest rate
protection or other hedging arrangements or any cash management
arrangements with lenders under the New Credit Agreement) are
unconditionally guaranteed by each of Cedar Canada and Cedar
Fairs existing and future wholly owned material domestic
subsidiaries and Canadian subsidiaries (unless adverse tax
consequences would result), in each case other than certain
excluded subsidiaries (the Guarantors). All obligations under the
New Credit Agreement, and the guarantees of those obligations (as
well as cash management obligations and other interest hedging or
other swap agreements, in each case, with lenders or affiliates
of lenders), are secured by substantially all of the existing and
future property and assets held by the Borrower and the
Guarantors, including a pledge of the capital stock of the
domestic subsidiary guarantors and 65% of the capital stock of
the first-tier foreign subsidiaries (or 50% in the case of
first-tier Canadian subsidiaries (unless adverse tax consequences
would result)), in each case subject to certain
exceptions.

The New Credit
Agreement contains certain covenants that, among other things,
restrict, subject to certain exceptions, the Borrowers ability
and the ability of its subsidiaries to: (i)incur indebtedness;
(ii)create liens on assets; (iii)engage in mergers,
consolidations or partnerships; (iv)engage in acquisitions or
dispositions of assets; (v)pay dividends and distributions or
repurchase capital stock or units or make other restricted
payments; (vi)make investments, loans, guarantees or advances;
(vii)repay certain unsecured indebtedness; (viii)engage in
certain transactions with affiliates; (ix)enter into sale and
leaseback transactions; (x)enter into hedging agreements;
(xi)change its fiscal year; (xii)enter into agreements that
restrict distributions from subsidiaries; and (xiii)enter into a
different line of business. In addition, the New Credit Agreement
requires the Borrower to maintain on a quarterly basis, a maximum
total leverage ratio not to exceed 5.50:1.00. The New Credit
Agreement also contains certain customary affirmative
covenants.

The New Credit
Agreement also contains certain events of default, including,
among other things, the failure to perform or observe terms,
covenants or agreements included in the New Credit Agreement,
nonpayment defaults on principal, interest or fees under the New
Credit Agreement, defaults on other material indebtedness, entry
of material final monetary judgments, the occurrence of a change
of control, failure of any collateral document to create or
maintain a priority lien and certain events related to bankruptcy
and insolvency or ERISA matters.

If an event of
default occurs, the lenders under the New Credit Agreement may,
among other things, terminate their commitments, declare all
outstanding borrowings to be immediately due and payable together
with accrued interest and fees, and exercise remedies under the
collateral documents relating to the new senior secured credit
facilities.

The foregoing
summary is qualified in its entirety by reference to the
Restatement Agreement (and the New Credit Agreement attached as
an exhibit thereto), a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K.

Indenture