Cedar Fair, L.P. (FUN)

“Refinancing Term Note”: as defined in Section 4.14(d).

“Register”: as defined in Section 11.6(b).

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrowers to reimburse any Issuing Lender pursuant to Section 3.11 for amounts drawn under Letters of Credit.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in connection therewith that are not applied to prepay the Term Loans or the Revolving Loans pursuant to Section 4.2(c) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which Cedar Fair LP has delivered a Reinvestment Notice; provided that no Reinvestment Notice may be delivered in respect of an Asset Sale made in reliance on Section 8.5(g).

-28-

“Reinvestment Notice”: a written notice executed by a Responsible Officer and delivered to the Syndication Agent stating that no Event of Default has occurred and is continuing and that Cedar Fair LP (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale (other than an Asset Sale made in reliance on Section 8.5(g)) or Recovery Event to acquire or repair fixed or capital assets useful in its business.

“Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire or repair fixed or capital assets useful in Cedar Fair LP’s or its Subsidiaries’ business.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 180 days after the receipt by Cedar Fair LP (directly or indirectly through a Subsidiary) of proceeds relating to such Reinvestment Event (or the 180th day after the last day of such 180 period if the acquisition or repair of the applicable fixed or capital assets is a project authorized by the board of directors of Cedar Fair LP prior to such date and Cedar Fair LP or any of its Subsidiaries has entered into a contract to complete such project) and (b) the date on which Cedar Fair LP shall have determined not to, or shall have otherwise ceased to, acquire or repair fixed or capital assets useful in Cedar Fair LP’s business with all or any portion of the relevant Reinvestment Deferred Amount.

“Remaining Canadian Term B Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of Canadian Term B Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of Canadian Term Loans outstanding immediately prior to the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date.

“Remaining Canadian Term Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of Canadian Term Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date of Canadian Term Loans outstanding immediately following the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of Canadian Term Loans outstanding immediately prior to the conversion of Canadian Term Loans to Canadian Term B Loans on the Amendment 1 Effective Date.

“Remaining U.S. Term B Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of U.S. Term B Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date, of U.S. Term B Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of U.S. Term Loans outstanding immediately prior to the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date.

“Remaining U.S. Term Loan Ratio”: at any time, a fraction (i) the numerator of which is the excess, if any, of (x) the principal amount of U.S. Term Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date over (y) the aggregate principal amount, as of the Amendment 1 Effective Date, of U.S. Term Loans outstanding immediately following the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date that are subsequently converted into Extended Term Loans pursuant to Section 2.5 and (ii) the denominator of which is the principal amount of U.S. Term Loans outstanding immediately prior to the conversion of U.S. Term Loans to U.S. Term B Loans on the Amendment 1 Effective Date.

-29-

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement Issuing Lender”: with respect to any Replacement Revolving Facility, any Replacement Revolving Lender thereunder from time to time designated by the applicable Borrower as the Replacement Issuing Lender under such Replacement Revolving Facility with the consent of such Replacement Revolving Lender and the Administrative Agent.

“Replacement L/C Obligations”: at any time with respect to any Replacement Revolving Facility, an amount equal to the sum of (a) the then aggregate undrawn and unexpired amount of the then outstanding Replacement Letters of Credit under such Replacement Revolving Facility and (b) the aggregate amount of drawings under the Replacement Letters of Credit under such Replacement Revolving Facility that have not then been reimbursed pursuant to Section 3.11.

“Replacement L/C Participants”: with respect to any Replacement Letter of Credit under any Replacement Revolving Facility, the collective reference to the Replacement Revolving Lenders under such Replacement Revolving Facility other than the Replacement Issuing Lender that issued such Replacement Letter of Credit.

“Replacement Letters of Credit”: as defined in Section 3.7(c).