This excerpt taken from the FUN 8-K filed Aug 14, 2009.
Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the Amendment 1 Effective Date) that the following conditions have been satisfied:
(i) the Administrative Agent shall have received executed signature pages hereto from (a) Lenders constituting (x) the Required Lenders, (y) the Majority Facility Lenders under the U.S. Revolving Facility and (z) the Majority Facility Lenders under the Canadian Revolving Facility and (b) each Loan Party;
(ii) the Administrative Agent shall have received from the Borrower a non-refundable fee (the Consent Fee), for the account of each Lender that has delivered an executed signature page hereto on or prior to 2:00 p.m., New York time, August 4, 2009 (the Consent Deadline), equal to 0.05% of the sum of (a) the principal amount of Term Loans of such Lender at the Consent Deadline and (b) the Revolving Commitments of such Lender at the Consent Deadline (but after giving effect to the reduction in Revolving Commitments contemplated by clause (iv) below);
(iii) the Administrative Agent shall have received (a) the executed legal opinion of Squire, Sanders & Dempsey L.L.P., special U.S. counsel to Cedar Fair LP and its Subsidiaries, (b) the executed legal opinion of Simpson Thacher and Bartlett LLP, special U.S. counsel to Cedar Fair LP and (c) the executed legal opinion of Fasken Martineau DuMoulin LLP, special Canadian counsel to Cedar Fair LP and its Subsidiaries, each in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(iv) the Administrative Agent shall have received from (a) the U.S. Borrower a notice pursuant to Section 3.6 of the Credit Agreement that the U.S. Borrower is electing to reduce the U.S. Revolving Commitments on the Amendment 1 Effective Date by $30,000,000 and (b) the Canadian Borrower a notice pursuant to Section 3.6 of the Credit Agreement that the Canadian Borrower is electing to reduce the Canadian Revolving Commitments on the Amendment 1 Effective Date by $5,000,000; and
(v) the Borrowers shall have paid all fees owing to the Administrative Agent, the Canadian Administrative Agent and the Amendment 1 Lead Arranger (as defined in Exhibit A) and all reasonable and documented fees and expenses of the Administrative Agent, the Canadian Administrative Agent and the Amendment 1 Lead Arranger (including reasonable and documented fees and expenses of counsel) in connection with the negotiation, execution and delivery of this Amendment and related matters.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent or the Issuing Lenders, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
[Signature Page to Amendment]
[Signature Page to Amendment]