Cedar Fair, L.P. (FUN)

“Replacement Swing Line Participation Amount”: as defined in Section 3.4(m).

“Replacement Swing Line Sub Commitment”: with respect to any Replacement Revolving Facility, the obligation, if any, of the Replacement Swing Line Lender to make Replacement Swing Line Loans pursuant to Section 3.4 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth in the Replacement Revolving Facility Amendment establishing such Replacement Revolving Facility (but, in any event, an amount not greater than the amount of Replacement Revolving Facility Commitments under such Replacement Revolving Facility).

“Reportable Event”: any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”: at any time, the Non Defaulting Lenders holding more than 50% of the sum of (a) the aggregate Term Commitments then in effect or, if the Term Commitments have been fully utilized or terminated, the aggregate unpaid principal amount of the Term Loans then outstanding and (b) the aggregate Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the aggregate Revolving Extensions of Credit then outstanding; provided that in the case of any Revolving Extensions of Credit made in Canadian Dollars, such amounts shall be valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination for purposes of this definition.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”: the chief executive officer, president or chief financial officer of Cedar Fair LP, but in any event, with respect to financial matters, the chief financial officer of Cedar Fair LP.

“Restatement Certificate”: a certificate, duly executed by a U.S. Term Lender or Canadian Term Lender, as applicable, substantially, in the form of Exhibit Q.

“Restricted Payments”: as defined in Section 8.6.

“Restriction Agreement”: means that certain Declaration of Restrictions and Covenants dated as of August 15, 1989 and recorded in volume 1083, page 696, in Portage County, Ohio.

“Reuters Screen CDOR Page”: the display designated as page CDOR on the Reuters Monitor Money Rates Service or such other page as may, from time to time, replace that page on that service for the purpose of displaying bid quotations for Bankers’ Acceptances accepted by leading Canadian banks.

“Revolving Commitment Period”: (i) in the case of the U.S. Revolving Commitments and Canadian Revolving Commitments, the period from and including the First Restatement Date to the Revolving Termination Date. for the U.S. Revolving Facility and the Canadian Revolving Facility and (ii) in the case of any Replacement Revolving Commitments under any Replacement Revolving Facility, the period from and including the Replacement Revolving Facility Effective Date for such Replacement Revolving Facility to the Revolving Termination Date for such Replacement Revolving Facility.

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“Revolving Commitments”: collectively, the U.S. Revolving Commitment and, the Canadian Revolving Commitment and the Replacement Revolving Commitments.

“Revolving Credit Facilities”: collectively, the U.S. Revolving Facility and, the Canadian Revolving Facility and each Replacement Revolving Facility.

“Revolving Extensions of Credit”: at any time, the aggregate U.S. Revolving Extensions of Credit and, Canadian Revolving Extensions of Credit and Replacement Revolving Extensions of Credit outstanding at such time.

“Revolving Lender”: each U.S. Revolving Lender and each, Canadian Revolving Lender and Replacement Revolving Lender.

“Revolving Loans”: collectively, the U.S. Revolving Loans, the Canadian Revolving Loans and the CanadianReplacement Revolving Loans.

“Revolving Percentage”: as to any U.S. Revolving Lender at any time, such Lender’s U.S. Revolving Credit Percentage, as to any Canadian Revolving Lender at any time, such Lender’s Canadian Revolving Credit Percentage and as to any CanadianReplacement Revolving Lender at any time under any Replacement Revolving Facility, such Lender’s CanadianReplacement Revolving Credit Percentage under such Replacement Revolving Facility.

“Revolving Termination Date”: August 30, 2011.(i) with respect to the U.S. Revolving Commitments and Canadian Revolving Commitments, August 30, 2011 and (ii) with respect to the Replacement Revolving Commitments under any Replacement Revolving Facility, the date specified in the applicable Replacement Revolving Facility Amendment.

“Schedule I Lender”: any Lender named on Schedule I to the Bank Act (Canada).

“Schedule II Lender”: any Lender named on Schedule II or Schedule III to the Bank Act (Canada).

“Schedule II Reference Lenders”: National City (Canadian Branch of National City Bank) and Fifth Third Bank.

“Seasonal Adjusted Distribution Cap”: as of each applicable Quarterly Distribution Date occurring on or about May 15 or August 15 in any fiscal year of Cedar Fair LP, an amount in Dollars equal to the Seasonal Distribution Rate multiplied by the aggregate number of Units (as defined in the Cedar Fair LP Partnership Agreement and as determined in accordance with Sections 4.2 and 4.3 thereof) issued and outstanding as of such Quarterly Distribution Date.

“Seasonal Distribution Rate”: for any year, the amount specified below for such year.

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“SEC”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.