This excerpt taken from the FUN 8-K filed Aug 14, 2009.
PLEASE NOTE, THAT DUE TO HTML LIMITATIONS, ADDED TEXT IN THE CREDIT AGREEMENT WILL BE HIGHLIGHTED IN YELLOW, INSTEAD OF DOUBLE-UNDERLINED AS DESCRIBED IN SECTION 1 OF THE AMENDMENT.
AMENDMENT 1, dated as of August 12, 2009 (this Amendment), to the Amended and Restated Credit Agreement dated as of February 15, 2007, among CEDAR FAIR, L.P., a Delaware limited partnership (the U.S. Borrower) and CANADAS WONDERLAND COMPANY (successor by amalgamation to 3147010 NOVA SCOTIA COMPANY), a Nova Scotia unlimited liability company (the Canadian Borrower and, collectively with the U.S. Borrower, the Borrowers and, individually, a Borrower), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the Lenders), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such capacity, and together with its successors, the Syndication Agent), WACHOVIA BANK, NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents (collectively, in such capacity, the Co-Documentation Agents), GE CANADA FINANCE HOLDING COMPANY, as Canadian administrative agent (collectively, in such capacity, and together with its successors, the Canadian Administrative Agent), NATIONAL CITY (CANADIAN BRANCH OF NATIONAL CITY BANK), as Canadian syndication agent (in such capacity, the Canadian Syndication Agent), FIFTH THIRD BANK, as Canadian documentation agent (in such capacity, the Canadian Documentation Agent) and BEAR, STEARNS & CO. INC., as Lead Arranger and Initial Sole Bookrunner (as amended, restated, modified and supplemented from time to time, the Credit Agreement); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;
WHEREAS, Section 11.1 of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders and, in certain cases, the Majority Facility Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes including to permit Additional Extensions of Credit to be included in the Credit Agreement;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendment. The Credit Agreement is, effective as of the Amendment 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following
Section 2. Representations and Warranties, No Default. The Borrower hereby represents and warrants that as of the Amendment 1 Effective Date, after giving effect to the amendments set forth in this Amendment 1, (i) no Default or Event of Default exists and is continuing and (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects).