Cedar Fair, L.P. (FUN)

(5) Long-Term Debt:

Long-term debt at December 31, 2008 and 2007 consisted of the following:

In June 2006, and as amended in August 2006, in connection with the acquisition of PPI, the Partnership entered into a new $2,090 million credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). On February 15, 2007 the Partnership amended the Credit Agreement reducing interest rate spreads on term borrowings under the agreement by 50 basis points (bps) and extending the maturity of the Canadian term loan six months. The facilities provided under the Amended Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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Table of Contents

Revolving Credit Loans    Under the amended Credit Agreement the Partnership has available a $310.0 million U.S. revolving loan commitment and a $35.0 million Canadian revolving loan commitment through August 30, 2011. The amended Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of December 31, 2008, borrowings under such credit facilities were $22.7 million at an effective rate of 3.6% and standby letters of credit totaled $11.2 million. After letters of credit, the Partnership has $311.1 million of available borrowings under its credit facilities. The maximum outstanding revolving credit balance during 2008 was $191.5 million under the credit facilities.

U.S. denominated borrowings under the U.S. revolving loan commitments and the Canadian revolving loan commitments bear interest at either a rate based on LIBOR plus a margin ranging from 175 to 250 basis points (bps) per annum or a rate based on prime plus a margin ranging from 75 to 150 bps. Canadian denominated borrowings under the Canadian revolving loan commitments bear interest at either a rate based on Bankers’ Acceptance plus a margin ranging from 175 to 250 bps per annum or a rate based on the Canadian Prime Rate plus a margin ranging from 75 to 150 bps. The agreement also requires the Partnership to pay a commitment fee from 38 to 50 bps per annum on the unused portion of the credit facilities. The amended Credit Agreement also provides for the issuance of documentary and standby letters of credit.

Term Debt    The credit facilities provided under the amended Credit Agreement also include a $1,438.1 million U.S. term loan and a $263.3 million U.S. dollar denominated Canadian term loan as of December 31, 2008. All term debt bears interest at either a rate based on LIBOR plus 200 bps or a rate based on the prime rate plus 100 bps. The U.S. term loan matures on August 30, 2012, and amortizes at a rate of $14.8 million per year. The Canadian term loan matures on February 17, 2012, and amortizes at a rate of $2.7 million per year.

At December 31, 2008, the scheduled annual maturities of term debt were as follows (in thousands):

The fair value of our term debt at December 31, 2008, was approximately $1,439.3 million, based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of our term debt at December 31, 2007, was approximately $1,646.2 million, based on borrowing rates available to the Partnership on long-term debt with similar terms and average maturities at December 31, 2007. The Partnership may prepay some or all of its debt without premium or penalty at any time.

The Partnership’s policy is to capitalize interest on major construction projects. Interest of $1.6 million, $1.5 million and $1.2 million was capitalized in 2008, 2007 and 2006, respectively.

Covenants    Under the terms of the amended Credit Agreement, the Partnership, among other restrictions, is required to remain below a specified level of leverage, and above a minimum fixed charge coverage ratio. It is also required to comply with certain distribution coverage ratios. The Partnership was in compliance with all covenants as of December 31, 2008.

(5) Long-Term Debt:

Long-term debt at December 31, 2007 and 2006 consisted of the following:

In June 2006, and as amended in August 2006, in connection with the acquisition of PPI, the Partnership entered into a new $2,090 million credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). On February 15, 2007 the Partnership amended the Credit Agreement reducing interest rate spreads on term borrowings under the agreement by 50 basis points (bps) and extending the maturity of the Canadian term loan six months. The facilities provided under the Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Revolving Credit Loans    Under the amended Credit Agreement the Partnership has available a $310.0 million U.S. revolving loan commitment and a $35.0 million Canadian revolving loan commitment through August 30, 2011. The amended Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of December 31, 2007, borrowings under such credit facilities were $34.1 million at an effective rate of 6.7% and standby letters of credit totaled $11.5 million. After letters of credit, the Partnership has $299.4 million of available borrowings under its credit facilities. The maximum outstanding revolving credit balance during 2007 was $206.5 million under the credit facilities.

U.S. denominated borrowings under the U.S. revolving loan commitments and the Canadian revolving loan commitments bear interest at either a rate based on LIBOR plus a margin ranging from 175 to 250 basis points (bps) per annum or a rate based on prime plus a margin ranging from 75 to 150 bps. Canadian denominated borrowings under the Canadian revolving loan commitments bear interest at either a rate based on Bankers’ Acceptance plus a margin ranging from 175 to 250 bps per annum or a rate based on the Canadian Prime Rate plus a margin ranging from 75 to 150 bps. The agreement also requires the Partnership to pay a commitment fee from 38 to 50 bps per annum on the unused portion of the credit facilities. The amended Credit Agreement also provides for the issuance of documentary and standby letters of credit.

Term Debt    The credit facilities provided under the amended Credit Agreement also include a $1,452.9 million U.S. term loan and a $266.0 million U.S. dollar denominated Canadian term loan as of December 31, 2007. All term debt bears interest at either a rate based on LIBOR plus 200 bps or a rate based on the prime rate plus 100 bps. The U.S. term loan matures on August 30, 2012, and amortizes at a rate of $14.8 million per year. The Canadian term loan matures on February 17, 2012, and amortizes at a rate of $2.7 million per year.

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At December 31, 2007, the scheduled annual maturities of term debt were as follows (in thousands):

The fair value of our term debt at December 31, 2007, was approximately $1,646.2 million, based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The Partnership may prepay some or all of its debt without premium or penalty at any time.

The Partnership’s policy is to capitalize interest on major construction projects. Interest of $1.5 million, $1.2 million and $0.6 million was capitalized in 2007, 2006 and 2005, respectively.

Covenants    Under the terms of the amended Credit Agreement, the Partnership, among other restrictions, is required to remain below a specified level of leverage, and above a minimum fixed charge coverage ratio. It is also required to comply with certain distribution coverage ratios. The Partnership was in compliance with all covenants as of December 31, 2007.

(5) Long-Term Debt:

SIZE="2">Long-term debt at December 31, 2007 and 2006 consisted of the following: