AMENDMENT NO.1 TO CREDIT AGREEMENT
THIS AMENDMENT NO.1 TO CREDIT AGREEMENT, dated as of January
28, 1998 ("this Amendment"), among the following:
(i) CEDAR FAIR, L. P., a Delaware limlted
partnership (herein, together with its successors
and assigns, the "Company "or a "Co-Borrower");
(ii) CEDAR FAIR, an Ohio general partnership
(herein, together with its successors and assigns,
"Cedar Fair" or a "Co-Borrower"), which is a
Wholly-Owned Subsidiary of the Company;
(iii) MAGNUM MANAGEMENT CORPORATION, an Ohio corporation
(herein, together with its successors and assigns. "Magnum
Management" or a "Co-Borrower"), which is a Wholly-Owned
Subsidiary of the Company, in (x) its individual capacity,
and (y) as treasury manager for the Co-Borrowers (in such
capacity, together with its successors and assigns in such
capacity, the "Treasury Manager");
(iv) XXXXX'X XXXXX FARM, a California general partnership
(herein, together with its successors and assigns, "Xxxxx'x
Xxxxx Farm" or a "Co-Borrower"), which is a Wholly-Owned
Subsidiary of the Company;
(v) the lending institutions party hereto
(each a "Lender" and collectively, the
"Lenders"); and
(vi) KEYBANK NATIONAL ASSOCIATION, a national
banking association, as administrative agent (the
"Administrative Agent"):
PRELIMINARY STATEMENTS:
(1) The Co-Borrowers, the Lenders named therein, and
the Administrative Agent entered into the Credit Agreement,
dated as of December 19, 1997 (the "Credit Agreement"; with
the terms defined therein, or the definitions of which are
incorporated therein, being used herein as so defined).
(2) The Company and Xxxxx'x Xxxxx Farms propose to
enter into the Note Purchase and Private Shelf Agreement,
dated as of January 28,1998 (the "1998 Note Purchase and
Private Shelf Agreement"), with The Prudential Insurance
Company of America ("Prudential") pursuant to which, among
other things, the Company and Xxxxx'x Xxxxx Farms, as Co-
Issuers, would issue and sell to Prudential and/or certain
of its Affiliates $50,000,000 aggregate principal amount of
their 6.68% Series B Notes due August 24, 2011. Such Notes
are referred to in the Credit Agreement as the Additional
Notes.
(3) The right of the Co-Borrowers to issue and sell the
Additional Notes in compliance with the requirements of the
Credit Agreement is conditioned upon satisfaction of the
conditions specified in section 9.4(c) of the Credit
Agreement.
(4) The Lenders are entitled under section 8.12 of the
Credit Agreement to require that the Credit Agreement be
amended to include certain covenants contained in the 1998
Note Purchase and Private Shelf Agreement.
(5) The Co-Borrowers, the Lenders, and the
Administrative Agent desire to amend certain of the terms
and provisions of the Credit Agreement in order to make
certain modifications to the terms and provisions thereof,
all as more fully set forth below.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. CONSENT AND AMENDMENTS.
1.1. Consent to Issuance of Additional Notes. Effective
on the Effective Date (as hereinafter defined), the Lenders
(i) confirm their satisfaction with the matters specified in
section 9.4(c)(i) of the Credit Agreement insofar as they
pertain to the issuance of the Additional Notes, and (ii)
consent to the issuance of the Additional Notes as
contemplated by section 9.4(c) of the Credit Agreement.
1.2. Amendment to Add an Affirmative Covenant.
Effective on the Effective Date, a new section 8.16 is added
to the Credit Agreement, reading in its entirety as follows:
8.16. Minimum Assets. The Company covenants
and agrees that (i) the consolidated total assets
of the Company and Xxxxx'x Xxxxx Farms shall at
all times constitute at least 70% of the
consolidated total assets of the Company and its
Subsidiaries and (ii) the unconsolidated total
assets of the Company shall at all times
constitute at least 40% of the consolidated total
assets of the Company and its Subsidiaries.
1.3. Amendment to Indebtedness Covenant. Effective on
the Effective Date, clause (h) of section 9.4 of the Credit
Agreement is amended to read in its entirety as follows:
(h) Additional Unsecured Debt: additional unsecured
Indebtedness of the Company, to the extent not otherwise
permitted pursuant to the foregoing clauses, provided that
(i) at the time of incurrence thereof, and after giving
effect thereto, no Event of Default shall have occurred and
be continuing or would result therefrom, (ii) Consolidated
Debt shall at no time exceed 70% of Consolidated Total
Capital, and (iii) at all times during a period of at least
45 consecutive days in each rolling twelve month period
Consolidated Debt shall not exceed 60% of Consolidated Total
Capital.
1.4. Additional Definition. Effective on the Effective
Date, the following additional definition shall be added to
section 1.1 of the Credit Agreement in the appropriate
alphabetic order:
"Consolidated Total Capital" shall mean at any time of
determination the sum of (i) Consolidated Debt at such time
and (ii) Consolidated Net Worth as of the most recent fiscal
period ended on or prior to the time of determination for
which financial statements have been delivered to the
Lenders hereunder.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
The Co-Borrowers jointly and severally represent and warrant
that: (a) this Amendment has been duly authorized by all
necessary corporate or other organizational action on the
part of each Co-Borrower, has been duly executed and
delivered on behalf of each Co-Borrower, and constitutes the
valid and binding agreement of each Co-Borrower, enforceable
against such Co-Borrower in accordance with its terms; (b)
the representations and warranties of the Co-Borrowers
contained in the Credit Agreement, as amended hereby, are
true and correct on and as of the date hereof as though made
on and as of the date hereof; except that any representation
and warranty made only as of a specified date is hereby
represented to have been true and correct when made, (c) no
condition or event has occurred or exists which constitutes
or which, after notice or lapse of time or both, would
constitute an Event of Default; and (d) the Co-Borrowers are
in full compliance with all covenants and agreements
contained in the Credit Agreement, as amended hereby.
SECTION 3. RATIFICATIONS.
The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions
set forth in the Credit Agreement, and except as expressly
modified and superseded by this Amendment, the terms and
provisions of the Credit Agreement are ratified and
confirmed and shall continue in full force and effect.
SECTION 4. BINDING EFFECT.
This Amendment shall become effective on a date (the
"Effective Date"), on or before January 31, 1998, if and
when the following conditions shall be satisfied:
(a) Amendment, etc.: this Amendment shall
have been executed by the Co-Borrowers and the
Administrative Agent, and counterparts hereof as
so executed shall have been delivered to the
Administrative Agent; the Acknowledgment and
Consent appended hereto shall have been executed
by the Subsidiaries of the Company named therein,
and counterparts thereof as so executed shall have
been delivered to the Administrative Agent; and
the Administrative Agent shall have been notified
by all of the Lenders that such Lenders have
executed this Amendment (which notification may be
by facsimile or other written confirmation of such
execution);
(b) Issuance of Additional Notes: the Additional Notes
shall have been issued in accordance with the terms of the
1998 Note Purchase and Private Shelf Agreement, and there
shall have been no material changes to the terms of such
Agreement since the draft thereof furnished to the Lenders
which have not been approved by the Administrative Agent;
(c) Intercreditor Agreement: the Lenders, the
Administrative Agent and the other
parties thereto shall have entered into the
Intercreditor Agreement contemporaneously therewith,
and the Intercreditor Agreement shall be in full force
and effect; and
(d) Notice from the Administrative Agent: the
Administrative Agent shall have notified the Treasury
Manager and each Lender in writing that the conditions
specified in the foregoing clauses have been satisfied;
and thereafter this Amendment shall be binding upon and
inure to the benefit of the Co-Borrowers, the
Administrative Agent and each Lender and their
respective permitted successors and assigns, except
that no Co-Borrower shall have the right to assign its
rights hereunder or any interest herein without the
prior written consent of the Lenders.
SECTION 5. MISCELLANEOUS.
5.1. Survival of Representations and Warranties. All
representations and warranties made in this Amendment shall
survive the execution and delivery of this Amendment, and no
investigation by any Administrative Agent or any Lender or
any subsequent Loan shall affect the representations and
warranties or the right of the Administrative Agent or any
Lender to rely upon them.
5.2. Reference to Credit Agreement. The Credit
Agreement and any and all other agreements, instruments or
documentation now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference therein to
the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby.
5.3. Expenses. As provided in the Credit Agreement, but
without limiting any terms or provisions thereof, the Co-
Borrowers agrees to pay on demand all costs and expenses
incurred by the Administrative Agent in connection with the
preparation, negotiation, and execution of this Amendment,
including without limitation the costs and fees of the
Administrative Agent's special legal counsel, regardless of
whether this Amendment becomes effective in accordance with
the terms hereof, and all costs and expenses incurred by the
Administrative Agent or any Lender in connection with the
enforcement or preservation of any rights under the Credit
Agreement, as amended hereby.
5.4. Severability. Any term or provision of this
Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the
remainder of this Amendment and the effect thereof shall be
confined to the term or provision so held to be invalid or
unenforceable.
5.5. Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of
Ohio.
5.6. Headings. The headings, captions and arrangements
used in this Amendment are for convenience only and shall
not affect the interpretation of this Amendment.
5.7. Entire Agreement. This Amendment is specifically
limited to the matters expressly set forth herein. This
Amendment and all other instruments, agreements and
documentation executed and delivered in connection with this
Amendment embody the final, entire agreement among the
parties hereto with respect to the subject matter hereof and
supersede any and all prior commitments, agreements,
representations and understandings, whether written or oral,
relating to the matters covered by this Amendment, and may
not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions
of the parties hereto. There are no oral agreements among
the parties hereto relating to the subject matter hereof or
any other subject matter relating to the Credit Agreement.
5.8. Recourse. The provisions of section 14.21 of the
Credit Agreement shall apply to this Amendment as well as to
the Credit Agreement as amended hereby.
