SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2006
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9444 34-1560655
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 626-0830
N.A.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
a) On March 14, 2006, Cedar Fair, L.P. entered into a new revolving
credit agreement with KeyBank National Association and seven other
banks as lenders under which it has available a maximum commitment of
$250 million through March 2011. This credit facility may be expanded
to an increased maximum commitment of $350 million at the
Partnership's option, subject to bank consent. Borrowings under this
agreement bear interest at LIBOR plus 75 basis points (all-in) per
annum, with other rate options. Attached as Exhibit 10.1 is a copy of
this agreement.
b) On March 14, 2006, as part of entering into the new credit agreement,
Cedar Fair, L.P. amended the Shelf Agreements with The Prudential
Insurance Company of America dated as of August 24, 1994 and April 7,
2004. Attached as Exhibit 10.2 is a copy of this amendment.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
c) On March 14, 2006, as part of entering into a new credit agreement,
Cedar Fair, L.P. terminated its previous $180 million revolving credit
agreement which was set to expire in March 2007.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
d) Exhibit 10.1 - Credit Agreement dated as of March 14, 2006 among Cedar
Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National
Association and seven other banks as lenders.
e) Exhibit 10.2 - Modification Letter to 1994/2004 Shelf Agreements of
Cedar Fair, L.P.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CEDAR FAIR, L.P.
By Cedar Fair Management, Inc.,
General Partner
By: /s/ Peter J. Crage
------------------------------------
Peter J. Crage
Corporate Vice President - Finance
and Chief Financial Officer
Date: March 20, 2006
3