10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 - K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006

Commission file number 1-9444

CEDAR FAIR, L.P.

State of incorporation: DELAWARE I.R.S. Employer Identification No.: 34-1560655

Principal executive offices: One Cedar Point Drive, Sandusky, Ohio 44870-5259

Registrant’s telephone number: (419) 626-0830

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ      Accelerated filer o  Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No þ

The aggregate market value of Depositary Units held by non-affiliates of the Registrant based on the closing price of such units on June 25, 2006 of $26.62 per unit was approximately $1,401,014,000.

Number of Depositary Units representing limited partner interests outstanding as of February 1, 2007: 54,110,743

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from the Registrant’s definitive proxy statement for its annual meeting of unitholders to be held in May 2007, which will be filed by the Registrant within 120 days after the close of its 2006 fiscal year.

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The Exhibit Index is located on page 48
Page 1 of 105 pages

CEDAR FAIR, L.P.

INDEX

	PAGE
PART I
Item 1. Business		3
Item 1A. Risk Factors		9
Item 1B. Unresolved Staff Comments		10
Item 2. Properties		10
Item 3. Legal Proceedings		11
Item 4. Submission of Matters to a Vote of Security Holders		11
PART II
Item 5. Market for Registrant’s Depositary Units and Related Unitholder Matters		12
Item 6. Selected Financial Data		12
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7a. Quantitative and Qualitative Disclosures About Market Risk		21
Item 8. Financial Statements and Supplementary Data		22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		40
Item 9a. Controls and Procedures		40
Item 9b. Other Information		42
PART III
Item 10. Directors and Executive Officers of Registrant		43
Item 11. Executive Compensation		43
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters		43
Item 13. Certain Relationships and Related Transactions, and Director Independence		44
Item 14. Principal Accountant Fees and Services		44
PART IV
Item 15. Exhibits and Financial Statement Schedules		44
Signatures		47
Exhibit Index		48
Consent		101
Certifications		102
EX-10.1
EX-10.2
EX-10.3
EX-10.5
EX-10.6
EX-10.7
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1

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PART I

ITEM 1. BUSINESS.

Introduction

Cedar Fair, L.P., together with its affiliated companies, (the “Partnership”) is a publicly traded Delaware limited partnership formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio corporation whose shares are held by an Ohio trust (the “General Partner”). The Partnership is one of the largest regional amusement park operators in the world and owns 12 amusement parks, five outdoor water parks, one indoor water park and six hotels.

On June 30, 2006, the Partnership completed the acquisition of all of the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation. Upon closing of the transaction, the Partnership acquired, indirectly through its wholly owned subsidiary Magnum Management Corporation, the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds in Charlotte, North Carolina; and Great America located in Santa Clara, California. The Partnership also acquired Star Trek: The Experience, an interactive adventure in Las Vegas, and a management contract for Gilroy Gardens Family Theme Park in Gilroy, California. The acquisition represents a major strategic event in Cedar Fair’s history and is expected to result in cost synergies as well as future growth opportunities. The results of PPI operations have been included in the Consolidated Financial Statements from the date of acquisition. Further discussion of the PPI transaction can be found under Note 3 to the Consolidated Financial Statements.

In 2006, including the PPI parks since their acquisition, the Partnership entertained approximately 19.3 million visitors. The amusement parks include: Cedar Point, located on Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott’s Berry Farm, located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom (“Dorney Park”), located near Allentown in South Whitehall Township, Pennsylvania; Valleyfair, located near Minneapolis/St. Paul in Shakopee, Minnesota; Worlds of Fun located in Kansas City, Missouri; Geauga Lake & Wildwater Kingdom (“Geauga Lake”), located near Cleveland in Aurora, Ohio; Michigan’s Adventure located near Muskegon, Michigan; and the five recently acquired parks noted above.

The parks are family-oriented, with recreational facilities for people of all ages, and provide clean and attractive environments with exciting rides and entertainment. The Partnership also owns and operates the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio, and five separate-gated outdoor water parks. Three of the outdoor water parks are located adjacent to Cedar Point, Knott’s Berry Farm and Worlds of Fun, the fourth is located near San Diego, and the fifth is in Palm Springs, California. All rides and attractions at the amusement and water parks are owned and operated by the Partnership.

The Partnership’s seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in some cases, October. The five water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, virtually all of the operating revenues of these parks are generated during an approximate 130 to 140-day operating season. Both Knott’s Berry Farm and Castaway Bay are open daily on a year-round basis. Each park charges a basic daily admission price, which allows unlimited use of most rides and attractions.

The demographic groups that are most important to the parks are young people ages 12 through 24 and families. Families are believed to be attracted by a combination of rides and live entertainment and the clean, wholesome atmosphere. Young people are believed to be attracted by the action-packed rides. During their operating seasons, the parks conduct active television, radio, newspaper and internet advertising campaigns in their major market areas geared toward these two groups.

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Description of Parks

Cedar Point

Cedar Point, which was first developed as a recreational area in 1870, is located on a peninsula in Sandusky, Ohio bordered by Lake Erie and Sandusky Bay, approximately 60 miles west of Cleveland and 100 miles southeast of Detroit. Cedar Point is believed to be the largest seasonal amusement park in the United States, measured by the number of rides and attractions and the hourly ride capacity, and has been named the Best Amusement Park in the World for nine consecutive years by Amusement Today’s international survey. It serves a six-state region in the midwestern United States, which includes nearly all of Ohio and Michigan, western Pennsylvania and New York, northern West Virginia and Indiana, and southwestern Ontario, Canada. The park’s total market area includes approximately 26 million people, and the major areas of dominant influence in this market area, which are Cleveland, Detroit, Toledo, Akron, Columbus, Grand Rapids, Flint, and Lansing, include approximately 15 million people.

Located adjacent to the park is “Soak City,” a separate-gated water park that features more than 20 water rides and attractions, as well as “Challenge Park,” which includes extra-charge attractions “RipCord,” a free-fall ride from a height of more than 15 stories, “X-Treme Trampoline,” two 18-hole themed miniature golf courses and two go-kart tracks.

Cedar Point also owns and operates four hotel facilities. The park’s only year-round hotel is Castaway Bay, an indoor water park resort, which is located at the Causeway entrance to the park. Castaway Bay features a tropical Caribbean theme with 237 hotel rooms centered around a 38,000-square-foot indoor water park. The park’s largest hotel, the historic Hotel Breakers, has more than 600 guest rooms. Hotel Breakers has various dining and lounge facilities, a private beach, lake swimming, a conference/meeting center and two outdoor pools. Located near the Causeway entrance to the park is Breakers Express, a 350-room, limited-service seasonal hotel. In addition to the Hotel Breakers and Breakers Express, Cedar Point offers the lakefront Sandcastle Suites Hotel, which features 187 suites, a courtyard pool, tennis courts and a contemporary waterfront restaurant.

Cedar Point also owns and operates the Cedar Point Marina, Castaway Bay Marina and Camper Village. Cedar Point Marina is one of the largest full-service marinas on the Great Lakes and provides dockage facilities for more than 740 boats, including floating docks and full guest amenities. In addition, Cedar Point Marina features a Famous Dave’s Bar-B-Que restaurant and an upscale seafood restaurant, called Bay Harbor, both of which are accessible by the general public. Castaway Bay Marina is a full-service marina featuring 160 slips and full guest amenities. Camper Village includes campsites for more than 100 recreational vehicles and Lighthouse Point, an upscale camping area designed in a nautical New England style, which offers a total of 64 lakefront cottages, 40 cabins and 97 full-service recreation vehicle campsites.

The Partnership, through a wholly owned subsidiary, owns and operates the Cedar Point Causeway across Sandusky Bay. This Causeway is a major access route to Cedar Point. The Partnership also owns dormitory facilities located near the park that house up to 2,800 of the park’s approximately 4,200 seasonal and part-time employees.

Knott’s Berry Farm

Knott’s Berry Farm, located near Los Angeles in Buena Park, California, first opened in 1920 and was acquired by the Partnership late in 1997. The park is one of several year-round theme parks in Southern California and serves a total market area of approximately 20 million people centered in Orange County and a large national and international tourism population.

The park is renowned for its seasonal events, including a special Christmas promotion, “Knott’s Merry Farm,” and a Halloween event called “Knott’s Scary Farm,” which has been held for more than 30 years and was named Best Halloween Event in the industry by Amusement Today’s international survey in 2005.

The Partnership also owns and operates three water parks in California. Adjacent to the theme park is “Knott’s Soak City-Orange County,” a separate-gated seasonal water park that features more than 20 water rides and attractions. Just south of San Diego in Chula Vista, California is “Knott’s Soak City-San Diego,” a seasonal water park which

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offers its guests more than 20 water rides and attractions. “Knott’s Soak City-Palm Springs” is a 16-acre seasonal water park, located in Palm Springs, California, that offers 20 separate water rides and attractions, including 13 water slides, a giant wave pool, a lazy river inner tube ride and a children’s activity area, as well as various food and merchandise shops.

The Partnership also owns and operates the Knott’s Berry Farm Resort Hotel, a 320-room, full-service hotel located adjacent to the park, which features a pool, tennis courts and meeting/banquet facilities.

Kings Island

Kings Island, a combination amusement and water park located near Cincinnati, Ohio, first opened in 1972 and was acquired by the Partnership in June of 2006. Kings Island is one of the largest seasonal amusement parks in the United States, measured by the number of rides and attractions and the hourly ride capacity. The park has received recognition for the Best Kids’ Area in the World for six consecutive years by Amusement Today’s international survey.

The park’s total market area includes approximately 15 million people, and the major areas of dominant influence in this market area, which are Cincinnati, Dayton and Columbus, Ohio, Louisville and Lexington, Kentucky, and Indianapolis, Indiana, include approximately 8 million people.

Canada’s Wonderland

Canada’s Wonderland, a combination amusement and water park located near Toronto in Vaughn, Ontario, first opened in 1981 and was acquired by the Partnership in June of 2006. It is one of the most attended regional amusement parks in North America. Canada’s Wonderland is in a culturally diverse metropolitan market with large populations of different ethnicities and national origins, and more than 20 cultural festivals featuring renowned music artists from across the world perform every year in the Kingswood Music Theatre, located within the park. The park’s total market area includes approximately 9 million people.

Kings Dominion

Kings Dominion, a combination amusement and water park located near Richmond, Virginia, first opened in 1975 and was acquired by the Partnership in June of 2006. The parks total market area includes approximately 19 million people and the major areas of dominant influence in this market area, which are Richmond and Norfolk, Virginia, Raleigh, North Carolina, Baltimore, Maryland and Washington, D.C, include approximately 12 million people.

Carowinds

Carowinds, a combination amusement and water park located in Charlotte, North Carolina, first opened in 1973 and was acquired by the Partnership in June of 2006. Carowinds’ major markets include Charlotte, Greensboro, and Raleigh, North Carolina as well as Greenville and Columbia, South Carolina. The park’s total market area includes approximately 14 million people.

Great America

Great America, a combination amusement and water park located in Santa Clara, California, first opened in 1976 and was acquired by the Partnership in June of 2006. The parks total market area includes approximately 13 million people and draws its visitors primarily from San Jose, San Francisco, Sacramento, Modesto and Monterey, among other cities in northern California.

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Dorney Park

Dorney Park, a combination amusement and water park located near Allentown in South Whitehall Township, Pennsylvania, was first developed as a summer resort area in 1884 and was acquired by the Partnership in 1992. Dorney Park is one of the largest amusement parks in the Northeast and serves a total market area of approximately 35 million people. The park’s major markets include Philadelphia, New Jersey, New York City, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre, Hazleton and the Lehigh Valley.

Valleyfair

Valleyfair, which opened in 1976 and was acquired by the Partnership’s predecessor in 1978, is a combination amusement and water park located near Minneapolis-St. Paul in Shakopee, Minnesota. It is the largest amusement park in Minnesota. Valleyfair’s market area is centered in Minneapolis-St. Paul, which has a population of approximately 3 million, but the park also draws visitors from other areas in Minnesota and surrounding states with a combined population base of 9 million people.

Worlds of Fun

Worlds of Fun, which opened in 1973, and Oceans of Fun, the adjacent separate-gated water park that opened in 1982, were acquired by the Partnership in 1995. Located in Kansas City, Missouri, Worlds of Fun serves a total market area of approximately 7 million people centered in Kansas City, but also including most of Missouri, as well as portions of Kansas and Nebraska.

The park also features Worlds of Fun Village, an upscale camping area that offers overnight guest accommodations next to the park in 20 wood-side cottages, 22 log cabins and 80 deluxe RV sites. Also, included within the Village is a clubhouse with a swimming pool and arcade games.

Oceans of Fun, which requires a separate admission fee, is located adjacent to Worlds of Fun and features a wide variety of water attractions.

Michigan’s Adventure

Michigan’s Adventure, which was acquired by the Partnership in 2001, is the largest amusement park in Michigan. The combination amusement and water park located near Muskegon, Michigan serves a total market area of approximately 5 million people, principally from central and western Michigan and eastern Indiana.

Geauga Lake

Geauga Lake, near Cleveland, Ohio, was first developed as a recreational area in 1888, and was acquired by the Partnership in April of 2004. This family-oriented amusement/water park serves a total market area of approximately 17 million people. The park’s major markets include Cleveland/Akron, Youngstown and Pittsburgh.

Located adjacent to the park are the 145-room Geauga Lake Hotel and the Geauga Lake Campgrounds, which features 300 developed campsites. Both the hotel and campgrounds are owned and operated by the Partnership.

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WORKING CAPITAL AND CAPITAL EXPENDITURES

During the operating season, the Partnership carries significant receivables and inventories of food and merchandise, as well as payables and payroll-related accruals. Amounts are substantially reduced in non-operating periods. Seasonal working capital needs are funded with revolving credit facilities, which are established at levels sufficient to accommodate the Partnership’s peak borrowing requirements in April and May as the seasonal parks complete preparations for opening. Revolving credit borrowings are reduced daily with the Partnership’s strong positive cash flow during the seasonal operating period.

The Partnership believes that annual park attendance is influenced to some extent by the investment in new attractions from year to year. Capital expenditures are planned on a seasonal basis with the majority of such capital expenditures made in the period from October through May, prior to the beginning of the peak operating season. Capital expenditures made in a calendar year may differ materially from amounts identified with a particular operating season because of timing considerations such as weather conditions, site preparation requirements and availability of ride components, which may result in accelerated or delayed expenditures around calendar year-end.

COMPETITION

In general, the Partnership competes with all phases of the recreation industry within its primary market areas, including several destination and regional amusement parks. The Partnership also competes with other forms of entertainment and recreational activities, including movies, sports events, restaurants and vacation travel.

The principal competitive factors in the amusement park industry include the uniqueness and perceived quality of the rides and attractions in a particular park, its proximity to metropolitan areas, the atmosphere and cleanliness of the park, and the quality and variety of the food and entertainment available. The Partnership believes that its amusement parks feature a sufficient quality and variety of rides and attractions, restaurants, gift shops and family atmosphere to make them highly competitive with other parks and forms of entertainment.

GOVERNMENT REGULATION

All rides are run and inspected daily by both the Partnership’s maintenance and ride operations personnel before being put into operation. The parks are also periodically inspected by the Partnership’s insurance carrier and, at Cedar Point, Knott’s Berry Farm, Kings Island, Kings Dominion, Carowinds, Great America, Dorney Park, Geauga Lake, Worlds of Fun and Michigan’s Adventure, by state ride-safety inspectors.

EMPLOYEES

The Partnership has approximately 1,850 full-time employees. During the peak operating season, we have approximately 30,000 seasonal and part-time employees, most of whom are high school and college students. Approximately 2,800 of Cedar Point’s seasonal employees and 400 of Valleyfair’s seasonal employees live in dormitories owned by the Partnership. The Partnership maintains training programs for all new employees and believes that its relations with its employees are good.

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SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS

Name	Age		Position with General Partner
Richard L. Kinzel		66	Dick Kinzel has served as Chairman since 2003 and President and Chief Executive Officer since 1986. Mr. Kinzel has been employed by the Partnership or its predecessor since 1972, and from 1978 to 1986 he served as vice president and general manager of Valleyfair.
Jacob T. Falfas		55	Jack Falfas has served as Chief Operating Officer since April 2005. Prior to that, he served as Vice President & General Manager of West Coast Operations from 2001 through 2005 and as Vice President & General Manager of Knott’s Berry Farm from December 1997 through 2000.
Peter J. Crage		45	Peter Crage has served as Corporate Vice President of Finance and Chief Financial Officer since July 2005. In August 2004, he rejoined Cedar Fair to serve as Vice President and Corporate Controller after having served as Vice President of Finance at Delaware North Companies in their Parks and Resorts Division. Prior to that Mr. Crage served as Corporate Treasurer of Cedar Fair from 1999 to 2002.
Robert A. Decker		46	Rob Decker has served as Corporate Vice President of Planning & Design since the end of 2002. Prior to that, he served as Corporate Director of Planning and Design since 1999.
Craig J. Freeman		53	Craig Freeman has served as Vice President of Administration since September 2005. Prior to that, he served as Vice President and General Manager of Knott’s Camp Snoopy at the Mall of America from 1996 through 2005.
Brian C. Witherow		40	Brian Witherow has served as Vice President and Corporate Controller since July 2005. Prior to that, he served as Corporate Treasurer from May 2004 to June 2005 and as Corporate Director of Investor Relations from 1995 through 2004.
H. Philip Bender		51	Phil Bender has served as a Regional Vice President since June of 2006. Prior to that, he served as Vice President & General Manager of Worlds of Fun / Oceans of Fun since the end of 2000.

AVAILABLE INFORMATION

Copies of the Partnership’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and all amendments to those reports as filed or furnished with the Securities and Exchange Commission are available without charge upon written request to the Partnership’s Investor Relations Office or through our web site (www.cedarfair.com).

You may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains the Partnership’s reports, proxy statements and other information.

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ITEM 1A. RISK FACTORS.

Risks Related to Our Business

We compete with many other entertainment alternatives and are subject to factors that generally affect the recreation and leisure industry.

Our parks compete with other amusement, water and theme parks and with other types of recreational activities and forms of entertainment, including movies, sports events, restaurants and vacation travel. Our business is also subject to factors that generally affect the recreation and leisure industries and are not within our control. Such factors include, but are not limited to, general economic conditions and changes in consumer tastes and spending habits. Difficult regional economic conditions can adversely impact attendance figures and guest spending patterns at our parks, and disproportionately affect different segments of our target customers within our core markets. Both attendance and guest per capita spending at our parks are key drivers of our revenues and profitability, and reductions in either can directly and negatively affect revenues and profitability.

Bad or extreme weather conditions can adversely impact attendance at our parks, which in turn would reduce our revenues.

Because most of the attractions at our parks are outdoors, attendance at our parks can be adversely affected by continuous bad or extreme weather and also can be adversely affected by forecasts of bad or mixed weather conditions.

The operating season at most of our parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season.

Eleven of our amusement parks are seasonal, generally operating during a portion of April or May, then daily from Memorial Day through Labor Day, and during weekends in September and, in most cases, October. Our water parks also operate seasonally, generally from Memorial Day through Labor Day and during some additional weekends before and after that period. Most of our revenues are generated during this 130 to 140-day annual operating season. As a result, when conditions or events described as risk factors occur during the operating season, particularly during the peak months of July and August, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, such conditions or events may have a disproportionately adverse effect upon our revenues.

Unanticipated construction delays in completing capital improvement projects in our parks and resort facilities can adversely affect our revenues.

A principal competitive factor for an amusement park is the uniqueness and perceived quality of its rides and attractions in a particular market area. Accordingly, the regular addition of new rides and attractions is important, and a key element of our revenue growth is strategic capital spending on new rides and attractions. Any construction delays or ride down-time can adversely affect our attendance and our ability to realize revenue growth.

Other factors, including local events, natural disasters and terrorist activities, can adversely impact park attendance and our revenues.

Lower attendance may result from various local events, natural disasters or terrorist activities, all of which are outside of our control.

There is a risk of accidents occurring at amusement parks, which may reduce attendance and negatively impact our revenues.

All of our amusement parks feature thrill rides. Although we are safety conscious, there are inherent risks involved with these attractions, and an accident or a serious injury at any of our amusement parks may reduce attendance and result in decreased revenues. In addition, accidents or injuries at parks operated by our competitors may influence the general attitudes of amusement park patrons and adversely affect attendance at our amusement parks.

If we lose key personnel, our business may be adversely affected.

Our success depends in part upon a number of key employees, including our senior management team, whose members have been involved in the amusement park industry for an average of more than 20 years. The loss of the services of our key employees could have a materially adverse effect on our business. With the exception of four executive officers, we do not have employment agreements with our key employees.

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The terms of our debt agreements could, under certain circumstances, impose limitations upon our activities.

The agreement governing our term debt and our revolving credit facilities include covenants that under some circumstances could limit, among other things, our ability to: incur additional debt; pay distributions to our unitholders; create liens; make certain investments; consolidate or transfer assets; and enter into certain transactions with our affiliates.

Our debt agreement also requires us to maintain specified financial ratios and satisfy certain other financial tests. A breach of any of these covenants could result in an event of default under our debt agreement. If an event of default occurs, our lenders could elect to cause our outstanding debt to become immediately due and payable, requiring it to be refinanced under market conditions at that time.

Rising interest rates could adversely affect the market price of our Units, which in turn may limit our ability to raise capital for future expansion or acquisitions.

As a result of our historically strong cash flow and the increasing cash distributions to our unitholders since our initial public offering in 1987, we believe that investors value our Units based on their yield. In the event of a rise in the prevailing interest rates for similar securities or in general, our Units may be perceived to become less attractive and the market price of our Units may be affected. This in turn could limit our ability to use our Units to raise capital for future expansion or acquisitions.

If the acquisition of the Paramount Parks does not generate the results we anticipate, then the debt we incurred to finance the acquisition could limit our earnings and cash available for distributions.

Our ability to service our debt and maintain our distributions depends in part upon achieving anticipated results from the acquisition of the Paramount Parks. If the acquisition of the Paramount Parks does not generate the anticipated savings from integration, or the acquired parks do not generate the anticipated cash flows from operations, then the debt we put in place to finance the acquisition could limit our earnings and cash available for distribution.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Cedar Point and Soak City are located on approximately 365 acres owned by the Partnership on the Cedar Point peninsula in Sandusky, Ohio. The Partnership also owns approximately 100 acres of property on the mainland adjoining the approach to the Cedar Point Causeway. The Breakers Express hotel, the Castaway Bay Waterpark Resort and adjoining TGI Friday’s restaurant, Castaway Bay Marina and two seasonal-employee housing complexes are located on this property.

The Partnership controls, through ownership or an easement, a six-mile public highway and owns approximately 38 acres of vacant land adjacent to this highway, which is a secondary access route to Cedar Point and serves about 250 private residences. The roadway is maintained by the Partnership pursuant to deed provisions. The Cedar Point Causeway, a four-lane roadway across Sandusky Bay, is the principal access road to Cedar Point and is owned by a subsidiary of the Partnership.

Knott’s Berry Farm and Knott’s Soak City are situated on approximately 160 acres and 13 acres, respectively, virtually all of which have been developed. Knott’s Soak City-San Diego is located on 65 acres, of which 32 acres have been developed and 33 acres remain available for future expansion. Knott’s Soak City-Palm Springs is located on 21 acres, of which 16 acres have been developed and 5 acres remain available for future expansion.

Kings Island is situated on approximately 680 acres, of which 365 acres have been developed and 315 acres remain available for future expansion.

Canada’s Wonderland is situated on approximately 375 acres, of which 310 acres have been developed and 65 remain available for future expansion. The Partnership also owns approximately 80 acres of property adjacent to the park that is also available for future expansion or other uses.

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Kings Dominion is situated on approximately 875 acres, of which 280 acres have been developed and 595 acres remain available for future expansion.

At Carowinds, approximately 110 acres have been developed, and approximately 70 additional acres remain available for future expansion.

Great America is situated on approximately 100 acres, virtually all of which have been developed.

Dorney Park is situated on approximately 200 acres, of which 170 acres have been developed and 30 acres remain available for future expansion.

At Valleyfair, approximately 115 acres have been developed, and approximately 75 additional acres remain available for future expansion.

Worlds of Fun is located on approximately 350 acres, of which 253 acres have been developed and 97 acres remain available for future expansion or other uses.

Geauga Lake is situated on approximately 670 acres, of which 375 acres have been developed, approximately 200 acres are restricted from use under environmental conditions, and 75 acres remain available for future expansion.

Michigan’s Adventure is situated on approximately 235 acres, of which 80 acres have been developed and 155 acres remain available for future expansion.

The Partnership, through its subsidiary Cedar Point of Michigan, Inc., also owns approximately 450 acres of land in southern Michigan.

All of the Partnership’s property is owned in fee simple without encumbrance, with the exception of Great America in Santa Clara, California. The Partnership leases this land from the City of Santa Clara through a long-term lease agreement that automatically renews through 2039 with options to terminate at the Partnership’s discretion. The Partnership considers its properties to be well maintained, in good condition and adequate for its present uses and business requirements.

ITEM 3. LEGAL PROCEEDINGS.

The Partnership is involved in various claims and routine litigation incidental to its business. The Partnership believes that these claims and proceedings are unlikely to have a material adverse effect on the Partnership’s financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S DEPOSITARY UNITS AND RELATED UNITHOLDER MATTERS.

Cedar Fair, L.P. Depositary Units representing limited partner interests are listed for trading on The New York Stock Exchange under the symbol “FUN.” As of January 31, 2007, there were approximately 9,500 registered holders of Cedar Fair, L.P. Depositary Units, representing limited partner interests, including 4,950 participants in the Partnership’s distribution reinvestment plan. Attention is directed to Note 7 in “Notes to Consolidated Financial Statements” for information regarding the Partnership’s equity incentive plans. The cash distributions declared and the high and low prices of the Partnership’s units are shown in the table below:

2006	Distribution		High		Low
4th Quarter (1)	$	—	$	28.23	$	26.01
3rd Quarter		0.47		26.75		24.12
2nd Quarter		0.47		29.50		25.62
1st Quarter		0.47		29.90		27.81

2005	Distribution		High		Low
4th Quarter	$	0.46	$	30.58	$	25.66
3rd Quarter		0.46		33.01		28.34
2nd Quarter		0.46		32.49		29.50
1st Quarter		0.46		34.00		30.00

NOTE 1 – The declaration of the 2006 fourth quarter distribution, which was payable February 15, 2007, did not occur until January 2007.

ITEM 6. SELECTED FINANCIAL DATA.

	2006(1)			2005			2004(2)			2003			2002
		(In thousands, except per unit and per capita amounts)
Operating Data
Net revenues	$	831,389		$	568,707		$	541,972		$	509,976		$	502,851
Operating income		219,496			137,322			117,830			125,149			121,192
Income before taxes		126,564			111,576			97,030			103,806			88,576
Net income		87,477			160,852			78,315			85,888			71,417
Net income per unit – basic		1.62			3.00			1.51			1.70			1.41
Net income per unit – diluted		1.59			2.93			1.47			1.67			1.39
Financial Position
Total assets	$	2,510,921		$	1,024,794		$	993,208		$	819,341		$	822,257
Working capital (deficit)		(54,750	)		(90,123	)		(88,557	)		(81,917	)		(77,101	)
Long-term debt		1,777,163			470,850			462,084			368,647			375,150
Partners’ equity		410,615			434,234			370,483			308,891			305,320
Distributions
Declared per limited partner unit (3)	$	1.41		$	1.84		$	1.80		$	1.76		$	1.66
Paid per limited partner unit	$	1.87		$	1.83		$	1.79		$	1.74		$	1.65
Other Data
Depreciation and amortization	$	90,703		$	55,765		$	50,690		$	44,693		$	41,682
Adjusted EBITDA (4)		310,274			194,200			173,018			175,707			170,103
Capital expenditures		59,458			75,655			75,878			39,789			55,279
Combined attendance (5)		19,317			12,738			12,635			12,245			12,380
Combined guest per capita spending (6)	$	38.71		$	37.68		$	36.59		$	35.48		$	34.50

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NOTE 1 –	Operating results for the Paramount Parks are included for the period subsequent to their acquisition date in June 2006.
NOTE 2 –	Operating results for Geauga Lake are included for the period subsequent to the acquisition date in April 2004.
NOTE 3 –	The declaration of the 2006 fourth quarter distribution, which was payable February 15, 2007, did not occur until January 2007. Therefore, 2006 distributions declared reflect only three quarterly distribution declarations, while four quarterly payments were made in the year.
NOTE 4 –	Adjusted EBITDA represents earnings before interest, taxes, depreciation, and certain other non-cash costs. Adjusted EBITDA is not a measurement of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. We believe that adjusted EBITDA is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA may not be comparable to similarly titled measures of other companies. A reconciliation of adjusted EBITDA to operating income (the most comparable financial measure) is provided below.

	2006		2005		2004		2003		2002
			(in thousands)
Operating income	$	219,496	$	137,322	$	117,830	$	125,149	$	121,192
Depreciation and amortization		90,703		55,765		50,690		44,693		41,682
Non-cash unit option expense		75		1,113		4,498		5,865		4,029
Provision for loss on asset retirement		—		—		—		—		3,200
Adjusted EBITDA	$	310,274	$	194,200	$	173,018	$	175,707	$	170,103

NOTE 5 –	Combined attendance includes attendance figures from the twelve amusement parks, five separately gated outdoor water parks, and Star Trek: The Experience.
NOTE 6 –	Combined guest per capita spending includes all amusement park, outdoor water park, causeway tolls and parking revenues for the amusement park and water park operating seasons. Revenues from indoor water park, hotel, campground, marina and other out-of-park operations are excluded from these statistics.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Business Overview

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance.

On June 30, 2006, we completed the acquisition of all outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation. Upon closing of the transaction, we acquired, indirectly through our wholly owned subsidiary Magnum Management Corporation the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. We also acquired Star Trek: The Experience, an interactive adventure in Las Vegas, and a management contract for Gilroy Gardens Family Theme Park in Gilroy,

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California. The acquisition represents a major strategic event in Cedar Fair’s history and is expected to result in cost synergies as well as future growth opportunities. The results of PPI operations have been included in the Consolidated Financial Statements from June 30, 2006, the date of acquisition. Further discussion of the PPI transaction can be found under Note 3 to the Consolidated Financial Statements. Results of operations also include Geauga Lake since its acquisition in April of 2004.

With the acquisition of PPI, we are now 18 distinct locations, covering a much larger and diversified footprint. In order to efficiently manage our properties and communicate our results, we have created regional designations for our parks. The Northern Region, which is the largest, includes Cedar Point and the adjacent Soak City water park, Kings Island, Canada’s Wonderland, Dorney Park, Valleyfair, Geauga Lake and Michigan’s Adventure. The Southern Region includes Kings Dominion, Carowinds, Worlds of Fun and Oceans of Fun. Finally, our Western Region includes Knott’s Berry Farm, Great America and the Soak City water parks located in Palm Springs, San Diego and adjacent to Knott’s Berry Farm. This region also includes Star Trek: The Experience, an interactive adventure in Las Vegas and the management contract with Gilroy Gardens Family Theme Park in Gilroy, California.

The table below presents certain financial data expressed as a percent of total net revenues and selective statistical information for the periods indicated.

For the years ended December 31,	2006					2005						2004
	(In millions)					(In millions)						(In millions)
Net revenues:
Admissions	$	459.5		55.3	%	$	292.4			51.4	%	$	276.8		51.1	%
Food, merchandise and games		306.9		36.9	%		219.1			38.5	%		211.2		38.9	%
Accommodations and other		65.0		7.8	%		57.2			10.1	%		54.0		10.0	%
Net revenues		831.4		100.0	%		568.7			100.0	%		542.0		100.0	%
Cash operating costs and expenses		521.1		62.7	%		374.5			65.9	%		369.0		68.1	%
Adjusted EBITDA (1)		310.3		37.3	%		194.2			34.1	%		173.0		31.9	%
Depreciation and amortization		90.7		10.9	%		55.8			9.8	%		50.7		9.4	%
Other non-cash costs		0.1		0.0	%		1.1			0.2	%		4.5		0.8	%
Operating income		219.5		26.4	%		137.3			24.1	%		117.8		21.7	%
Interest and other expense, net		88.2		10.6	%		25.7			4.5	%		20.8		3.8	%
Loss on early extinguishment of debt		4.7		0.6	%		—			—			—		—
Provision (benefit) for taxes		39.1		4.7	%		(49.3	)		(8.7	%)		18.7		3.4	%
Net income	$	87.5		10.5	%	$	160.9			28.3	%	$	78.3		14.5	%
Selective Statistical Information:
Combined attendance (in thousands)				19,317						12,738					12,635
Combined in-park guest per capita spending			$	38.71					$	37.68				$	36.59

(1) Adjusted EBITDA represents earnings before interest, taxes, depreciation, and certain other non-cash costs. For additional information regarding adjusted EBITDA, including a reconciliation of adjusted EBITDA to operating income (the most comparable financial measure), see Note 4 in Item 6, “Selected Financial Data,” on page 13.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the consolidated financial statements and related notes. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results or involve a higher degree of judgment and

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complexity (see Note 2 to our Consolidated Financial Statements for a complete discussion of our significant accounting policies). Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and, as a result, actual results could differ from these estimates and assumptions. In addition, other companies may utilize different estimates and assumptions, which may impact the comparability of our results of operations to similar businesses.

Accounting for Business Combinations

Business combinations are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information obtained during the due diligence process, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment both by management and outside experts engaged to assist in this process.

Property and Equipment

Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Self-Insurance Reserves

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

Revenue Recognition

Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues and certain sponsorship revenues.

Derivative Financial Instruments

Derivative financial instruments are only used within our overall risk management program to manage certain interest rate and foreign currency risks from time to time. We only have limited involvement with derivative financial instruments and do not use them for trading purposes.

The use of derivative financial instruments is accounted for according to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and related amendments. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Derivative financial instruments used in hedging transactions are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures.

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Results of Operations

2006 vs. 2005

Our results for 2006 are not directly comparable to the prior year due to the acquisition of PPI on June 30, 2006. Since material changes to our statements of operations are primarily due to this acquisition, we will also discuss operating results for 2006 on a same-park basis compared to 2005.

The following table presents key operating and financial information for the years ended December 31, 2006 and 2005.

	All Properties (a)		Same Park Comparison (b)
							Increase (Decrease)
	12/31/06		12/31/06		12/31/05		$			%
	(Amounts in thousands except per capita spending)
Attendance		19,317		12,618		12,738		(120	)		(0.9	)
Per capita spending	$	38.71	$	37.82	$	37.68	$	0.14			0.4
Out-of-park revenues	$	103,553	$	98,104	$	97,091	$	1,013			1.0
Net revenues	$	831,389	$	566,480	$	568,707	$	(2,227	)		(0.4	)
Cash operating costs and expenses		521,115		376,130		374,507		1,623			0.4
Depreciation and amortization		90,703		57,492		55,765		1,727			3.1
Non-cash compensation expense		75		75		1,113		(1,038	)		(93.3	)
Operating income	$	219,496	$	132,783	$	137,322	$	(4,539	)		(3.3	)

(a)	Includes results for all owned and/or managed properties as of December 31, 2006.
(b)	Same park comparison includes properties owned and operated for the full year in 2006 and 2005 and excludes the acquired parks.

Same-Park Comparison:

Consolidated net revenues in 2006 on a same-park basis decreased slightly to $566.5 million from $568.7 million in 2005. The decrease in net revenues was the result of a 1% decrease in combined attendance, a 1% increase in out-of-park revenues and average guest per capita spending which increased slightly. The small decrease in attendance and revenues is primarily due to performance at some of our Northern Region parks. This region was impacted by a continued soft economy coupled with higher gas prices throughout the 2006 operating season. This decrease was partially offset by increased attendance and per capita spending at other parks within the region. The Southern Region, which benefited from a world-class roller coaster introduced at Worlds of Fun, increased attendance and revenues over 10%, while the Western Region parks increased their in-park and out-of-park revenues on relatively steady attendance.

Excluding depreciation, amortization and other non-cash charges, total cash operating costs and expenses, on a same-park basis, increased slightly to $376.1 million from $374.5 million in 2005. The increase was attributable to higher operating costs in our Southern Region due in part to higher attendance, somewhat offset by reduced operating costs at Geauga Lake.

After higher depreciation, offset by lower non-cash charge for unit options, operating income for 2006 on a same-park basis decreased 3% to $132.8 million from $137.3 million a year ago.

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Because we strongly emphasize generating cash flow for distributions to our unitholders, a meaningful measure of our operating results is adjusted EBITDA, which represents earnings before interest, taxes, depreciation, and other non-cash charges and credits (for additional information regarding adjusted EBITDA and a reconciliation to net income, see Note 4 in Item 6, “Selected Financial Data,” on page 13). In 2006, adjusted EBITDA on a same-park basis decreased 2%, or $3.8 million, to $190.4 million, in large part due to a decrease in operating profits from some of our Northern Region parks. This decrease was offset slightly by improved results at other parks within the Northern Region, our Southern Region parks, where a new world-class roller coaster was introduced at Worlds of Fun, and our Western parks, where in-park and out-of-park spending increased year-over-year. Based on these results, our consolidated adjusted EBITDA margin in 2006 on a same-park basis decreased to 33.6% from 34.1% in 2005.

All Properties:

On a combined basis including the newly acquired parks, consolidated net revenues for 2006 were $831.4 million. Excluding depreciation and other non-cash charges, combined operating costs and expenses were $521.1 million. After depreciation and a small non-cash charge for unit options, operating income for 2006, was $219.5 million compared with $137.3 million in 2005.

Interest expense for the year increased $62.1 million to $88.3 million, due to the acquisition financing and refinancing of existing debt. As part of the refinancing of existing debt, we recognized a loss on the early extinguishment of debt of $4.7 million. Further discussion of this transaction can be found in the “Liquidity and Capital Resources” section and in Note 3 to the Consolidated Financial Statements.

A provision for taxes of $39.1 million was recorded to account for the tax attributes of our corporate subsidiaries ($31.2 million) and publicly traded partnership (PTP) taxes ($7.9 million). This compares with a benefit for taxes of $49.3 for 2005, when we reversed $62.6 million of contingent liabilities related to PTP taxes.

After interest expense and provision for taxes, combined net income for the period totaled $87.5 million, or $1.59 per diluted limited partner unit, compared with net income of $160.9 million, or $2.93 per unit, a year ago.

2005 vs. 2004

Consolidated net revenues in 2005 increased 5%, or $26.7 million, to $568.7 million. The increase in net revenues was the result of a 1% increase in combined attendance across our 12 properties (to 12.7 million from 12.6 million in 2004), a 3% increase in average in-park guest per capita spending (to $37.68 from $36.59 in 2004), and a 12%, or $10.2 million, increase in out-of-park revenues. Although combined attendance increased only 1%, or approximately 100,000 visits, in-park revenues increased approximately $16.5 million on the strength of improved average in-park guest per capita spending. The increase in out-of-park revenues was due to the first full-year performance of the Castaway Bay Indoor Waterpark resort, as well as improved results at our Knott’s Berry Farm Resort Hotel and the introduction of a new T.G.I. Friday’s restaurant at Knott’s in July of 2005.

The increase in attendance in 2005 was led by strong performances from Dorney Park and Michigan’s Adventure, both of which introduced successful new attractions this season, and our two Midwest water parks, which benefited from a hot, dry summer. These gains helped offset attendance shortfalls at our Cedar Point, Valleyfair and Worlds of Fun amusement parks. For the year, combined attendance at our seven amusement parks was unchanged at 11.3 million guests, and attendance at our five water parks totaled 1.5 million guests, up 7% between years. The 3% increase in our average in-park guest per capita spending level in 2005 was principally due to increased admission revenues at our amusement parks.

Excluding depreciation and all other non-cash charges, total operating costs and expenses in 2005 increased 1.5%, or $5.5 million, to $374.5 million from $369.0 million in 2004. This was primarily due to the additional operating costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay, which opened in November 2004. As a percent of revenues, operating costs decreased between years. After depreciation and a $1.1 million non-cash charge for unit options, operating income in 2005 increased

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17% to $137.3 million from $117.8 million a year ago. This increase is primarily attributable to the strong results at Knott’s Berry Farm and Dorney Park.

In 2005, adjusted EBITDA increased 12%, or $21.2 million, to $194.2 million, in large part due to improved operating results at Knott’s Berry Farm. Increased attendance and strong operating results at Dorney Park and Michigan’s Adventure also contributed nicely. Our consolidated adjusted EBITDA margin in 2005 increased to 34.1% from 31.9% in 2004, with adjusted EBITDA margins improving at all of our parks due to a continued focus on controlling operating costs and expenses.

In 2002, we recorded a $7.6 million non-cash charge related to the change in fair value of two of our interest rate swap agreements that could not be designated as effective hedges under the applicable accounting rules. This amount reversed into income over the life of the swaps as they continued to serve the purpose of leveling cash interest costs. In 2005, we recognized a non-cash credit of $459,000 for the change in fair value of the swaps as they expired in the first quarter. This compared to a non-cash credit of $4.5 million in 2004. These amounts are aggregated with interest expense in the accompanying table.

After non-cash credits, interest expense and provision for taxes, net income for 2005 totaled $160.9 million, or $2.93 per diluted limited partner unit, compared to net income of $78.3 million, or $1.47 per unit, in 2004.

Reflected in the 2005 provision for taxes is the reversal of $62.6 million of contingent liabilities recorded from 1998 through 2004 related to PTP taxes. The accrual was established when the PTP taxes first came into effect, because we could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, we have more complete evidence as to how the taxes are imposed, including the completion of examinations of our tax filings. Based on this evidence, we determined that the accrual was no longer required and reversed the $62.6 million of contingent liabilities back into income in 2005. The adjustment to the PTP tax accrual, which was partially offset by PTP taxes payable for the year and the impact of the tax attributes of our corporate subsidiaries, resulted in a 2005 net credit for taxes of $49.3 million, which is composed of a $53.6 million credit and a $4.3 million provision, for the PTP tax and income taxes, respectively. It is important to note that since this is a reversal of a previously recorded accrual, it has no affect on our cash flow in the current period. Excluding the impact of reversing the PTP tax accrual and computing a 2005 accrual consistent with the treatment applied in 2004, net income for the year would have been $87.6 million, or $1.59 per diluted limited partner unit, up $9.3 million, or 12%, from 2004.

Liquidity and Capital Resources

We ended 2006 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 1.5 at December 31, 2006 is the result of our highly seasonal business offset somewhat by the recent refinancing of debt due to the acquisition of PPI on June 30, 2006. Further discussion of this transaction can be found in Note 3 to the Consolidated Financial Statements. Receivables and inventories are at normally low seasonal levels and credit facilities are in place to fund current liabilities, capital expenditures and pre-opening expenses as required.

Operating Activities

Net cash from operating activities in 2006 increased $5.9 million to $166.4 million compared with $160.5 million in 2005. The increase in operating cash flows is primarily attributable to the operation of the newly acquired parks, substantially offset by higher cash interest payments.

In 2005, net cash from operating activities increased $12.3 million to $160.5 million from $148.2 million in 2004. This increase reflects an increase in operating profit of $19.5 million between years, offset by changes in working capital and higher cash interest payments.

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Investing Activities

Investing activities consist principally of acquisitions and capital investments we make in our park and resort properties. During 2006, net cash used for investing activities totaled $1,312.9 million, compared to $75.7 million in 2005 and $220.1 million in 2004. The significant increase in net cash for investing activities in 2006 is primarily attributable to the acquisition of PPI. The amount reported in 2004 includes the acquisition of Geauga Lake.

Historically, we have been able to improve our revenues and profitability by continuing to make substantial investments in our park and resort facilities. This has enabled us to maintain or increase attendance levels, as well as generate increases in guest per capita spending and revenues from guest accommodations, while carefully controlling operating and administrative expenses.

For the 2007 operating season, we are investing approximately $83 million in capital improvements at our 18 properties, including the addition of world-class roller coasters at Cedar Point, Kings Island and Valleyfair. The 2007 program will also include new water attractions at Kings Dominion and a new spinning coaster at Knott’s Berry Farm.

In addition to adding great new thrill rides, we are also investing in other capital improvements across our parks, including additional rides and attractions, restaurant renovations, new games and other general improvements.

We believe the combination of a strong capital program, our first full year of operating the newly acquired parks, and our continued focus on guest service, will improve attendance, per capita and operating results company wide in 2007. However, stable population trends in the parks’ market areas and uncontrollable factors, such as weather, the economy, and competition for leisure time and spending, preclude us from anticipating significant long-term increases in attendance.

Financing Activities

Net cash from financing activities totaled $1,173.3 million in 2006, compared to net cash utilized of $83.8 million in 2005 and net cash from financing activities of $73.1 million in 2004. The significant increase in cash from financing activities is attributable to higher borrowings to fund the PPI acquisition.

Capital Resources

In June 2006, and as amended in August 2006, in connection with the acquisition of PPI we entered into a new $2,090 million credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). In February 2007, we took advantage of favorable market conditions and amended the Credit Agreement, reducing interest rate spreads on the term borrowings by 50 basis points (bps). The 50 bps reduction in interest rate is expected to save us approximately $8.0 million in cash interest costs annually.

The credit facilities provided under the Credit Agreement include a $1,475 million U.S. term loan, $310 million in U.S. revolving loan commitments, a $270 million Canadian term loan and $35 million in Canadian revolving loan commitments.

Under the amended agreement, U.S. denominated loans made under the U.S. and Canadian revolving loan commitments currently bear interest at a rate based on LIBOR plus 250 bps. Canadian denominated loans made under the Canadian revolving commitments currently bear interest at a rate based on Bankers’ Acceptance plus 250 bps. All term debt currently bears interest at either a rate based on LIBOR plus 200 bps or a rate based on a prime rate plus 100 bps. The U.S. term loan matures on August 30, 2012 and amortizes at a rate of $14.8 million per year. The Canadian term loan matures on February 17, 2012 and amortizes at a rate of $2.7 million per year. The U.S. revolving commitment and the Canadian revolving commitment expire on August 30, 2011. The credit agreement also provides for the issuance of documentary and standby letters of credit.

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At December 31, 2006, we had $1,736.3 million of variable-rate term debt and $40.9 million in borrowings under the revolving credit facility. During 2006, we entered into several interest rate swap agreements which effectively converted $1.0 billion of our variable-rate debt to a fixed-rate of 7.6%, after taking into account the February 2007 amendment to the credit agreement. During 2006 we also entered into two cross-currency swap agreements to manage our foreign currency risk exposure on term debt borrowings related to our wholly owned Canadian subsidiary. In February 2007, we terminated the two cross-currency swaps and received $3.9 million in cash upon termination. We replaced these swaps with two new cross-currency swap agreements, which effectively convert $268.7 million of term debt, and the associated interest payments, from U.S. dollar denominated debt at a rate of LIBOR plus 200 bps to 6.3% fixed-rate Canadian dollar denominated debt.

Of the total term debt, $17.5 million is scheduled to mature in 2007. Based on interest rates in effect at year-end for variable-rate debt, cash interest payments for 2007 would total approximately $136 million, 54% higher than interest paid in 2006, which included only six months of interest payments from the acquisition of the Paramount Parks. In addition, cash distributions in 2007, at the current rate of $1.88 per unit, would total approximately $102 million, 1% higher than the distributions paid in 2006.

Credit facilities and cash flow from operations are expected to be adequate to meet working capital needs, debt service, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Contractual Obligations

The following table summarizes certain obligations (on an undiscounted basis) at December 31, 2006 (in millions):

	Payments Due by Period
			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Long-term debt (1)	$	2,491.9	$	148.5	$	293.0	$	327.7	$	1,722.7
Capital expenditures (2)		41.6		35.6		6.0		—		—
Lease & other obligations (3)		34.3		19.7		12.8		0.6		1.2
Total	$	2,567.8	$	203.8	$	311.8	$	328.3	$	1,723.9

(1)	Represents maturities on long-term debt obligations, plus contractual interest payments on all debt. See Note 5 in “Notes to Consolidated Financial Statements” for further information.
(2)	Represents contractual obligations in place at year-end for the purchase of new rides and attractions. Obligations not denominated in U.S. dollars have been converted based on the exchange rates existing on December 31, 2006.
(3)	Represents contractual lease and purchase obligations in place at year-end.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet financing arrangements.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks from fluctuations in interest rates and currency exchange rates. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

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At December 31, 2006, $1,268.7 million or 71% of our outstanding long-term debt had been converted to fixed-rate debt through the use of interest rate swap agreements and cross-currency interest rate swap agreements (as discussed in “Capital Resources” above) and $508.5 million represented variable-rate debt. Assuming an average balance on our revolving credit borrowings, the cash flow impact of a hypothetical one percentage point change in the applicable interest rates on our variable-rate debt would be approximately $5.3 million as of December 31, 2006.

Except for its cross-currency interest rate swap agreements, which hedge a substantial portion of its Canadian subsidiary’s debt, the Partnership is exposed to foreign currency translation on its operations in Canada. The Partnership does not expect currency translation will have a material adverse effect on its financial condition, results of operations or cash flows.

Impact of Inflation

Substantial increases in costs and expenses could impact our operating results to the extent such increases could possibly not be passed along to our guests. In particular, increases in labor, supplies, taxes and utility expenses could have an impact on our operating results. The majority of our employees are seasonal and are paid hourly rates, which although not tied directly to federal and state minimum wage laws, do follow those wage trends. Historically, we have been able to pass along cost increases to guests through increases in admission, food, merchandise and other prices, and we believe that we will continue to have the ability to do so over the long term. We believe that the effects of inflation, if any, on our operating results and financial condition have been and will continue to be minor.

Forward Looking Statements

Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities and Exchange Act of 1933 and Section 21E of the Securities and Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in this Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Reference is made to the information appearing under the subheading “Quantitative and Qualitative Disclosures About Market Risk” under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 20 of this Report.

21

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Quarterly operating results for 2006 and 2005, are presented in the table below (in thousands, except per unit amounts):

									Net income			Net income
									(loss) per			(loss) per
			Operating income			Net income			limited partner			limited partner
(Unaudited)	Net revenues		(loss)			(loss)			unit-basic			unit-diluted
2006
1st Quarter	$	23,945	$	(27,694	)	$	(26,504	)	$	(0.49	)	$	(0.49	)
2nd Quarter		145,429		19,872			11,060			0.21			0.20
3rd Quarter		542,149		229,201			132,903			2.46			2.42
4th Quarter		119,866		(1,883	)		(29,982	)		(0.55	)		(0.55	)
	$	831,389	$	219,496		$	87,477		$	1.62		$	1.59
2005
1st Quarter	$	24,801	$	(27,445	)	$	(24,564	)	$	(0.46	)	$	(0.46	)
2nd Quarter		148,852		22,361			12,270			0.23			0.22
3rd Quarter		317,025		136,173			170,831			3.18			3.11
4th Quarter		78,029		6,233			2,315			0.04			0.04
	$	568,707	$	137,322		$	160,852		$	3.00		$	2.93

Note: To assure that our highly seasonal operations will not result in misleading comparisons of interim periods, the Partnership has adopted the following reporting procedures: (a) seasonal operating costs are expensed over the operating season, including some costs incurred prior to the season, which are deferred and amortized over the season, and (b) all other costs are expensed as incurred or ratably over the entire year.

22

Report of Independent Registered Public Accounting Firm

To the Partners of Cedar Fair, L.P.:

We have audited the accompanying consolidated balance sheets of Cedar Fair, L.P. and subsidiaries (the “Partnership”) as of December 31, 2006 and 2005, and the related consolidated statements of operations, partners’ equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cedar Fair, L.P. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2007 expressed an unqualified opinion on management’s assessment of the effectiveness of the Partnership’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

DELOITTE & TOUCHE LLP
Cleveland, Ohio
February 28, 2007

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CEDAR FAIR, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands)

	12/31/06			12/31/05
ASSETS
Current Assets:
Cash and cash equivalents	$	30,203		$	4,421
Receivables		21,796			7,259
Inventories		26,377			17,678
Prepaids and other current assets		26,132			11,252
		104,508			40,610
Property and Equipment:
Land		325,617			174,081
Land improvements		315,406			163,952
Buildings		580,588			308,748
Rides and equipment		1,237,790			714,862
Construction in progress		25,288			23,434
		2,484,689			1,385,077
Less accumulated depreciation		(498,980	)		(417,821	)
		1,985,709			967,256
Goodwill		314,057			9,061
Other Intangibles, net		64,837			985
Other Assets		41,810			6,882
	$	2,510,921		$	1,024,794
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	17,450		$	20,000
Accounts payable		19,764			16,590
Distribution payable to partners		—			24,747
Deferred revenue		19,490			10,794
Accrued interest		1,345			6,698
Accrued taxes		38,632			21,395
Accrued salaries, wages and benefits		27,537			14,021
Self-insurance reserves		22,124			14,386
Other accrued liabilities		12,916			2,102
		159,258			130,733
Deferred Tax Liability		146,801			—
Other Liabilities		34,534			8,977
Long-Term Debt:
Revolving credit loans		40,888			105,850
Term debt		1,718,825			345,000
		1,759,713			450,850
Partners’ Equity:
Special L.P. interests		5,290			5,290
General partner		1			1
Limited partners, 54,092 and 53,797 units outstanding at December 31, 2006 and December 31, 2005, respectively		440,516			428,943
Accumulated other comprehensive loss		(35,192	)		—
		410,615			434,234
	$	2,510,921		$	1,024,794

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit amounts)

For the years ended December 31,	2006			2005			2004
Net revenues:
Admissions	$	459,475		$	292,408		$	276,761
Food, merchandise, and games		306,914			219,094			211,260
Accommodations and other		65,000			57,205			53,951
		831,389			568,707			541,972
Costs and expenses:
Cost of food, merchandise and games revenues		80,202			57,606			56,721
Operating expenses		340,264			243,643			242,062
Selling, general and administrative		100,724			74,371			74,669
Depreciation and amortization		90,703			55,765			50,690
		611,893			431,385			424,142
Operating income		219,496			137,322			117,830
Interest expense		88,294			26,205			25,263
Loss on early extinguishment of debt		4,697			—			—
Other income		(59	)		(459	)		(4,463	)
Income before taxes		126,564			111,576			97,030
Provision (benefit) for taxes		39,087			(49,276	)		18,715
Net income	$	87,477		$	160,852		$	78,315
Net income (loss) allocated to general partner		1			2			(32	)
Net income allocated to limited partners	$	87,476		$	160,850		$	78,347
Earnings Per Limited Partner Unit:
Weighted average limited partner units outstanding — basic		53,957			53,659			51,968
Net income per limited partner unit — basic	$	1.62		$	3.00		$	1.51
Weighted average limited partner units outstanding — diluted		54,872			54,950			53,315
Net income per limited partner unit — diluted	$	1.59		$	2.93		$	1.47

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

For the years ended December 31,	2006			2005			2004
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income	$	87,477		$	160,852		$	78,315
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		90,703			55,765			50,690
Non-cash unit option expense		75			1,113			4,498
Loss on early extinguishment of debt		4,697			—			—
Other non-cash (income) expense		3,486			76			(4,432	)
Deferred income taxes		12,573			(3,071	)		—
Excess tax benefit from unit-based compensation expense		(946	)		—			—
Change in assets and liabilities, net of effects from acquisitions:
(Increase) decrease in current assets		34,467			(3,511	)		(976	)
(Increase) decrease in other assets		1,731			(5,915	)		(550	)
Increase (decrease) in accounts payable		(26,582	)		5,786			(1,047	)
Increase (decrease) in accrued taxes		10,280			(49,906	)		12,735
Increase in self-insurance reserves		523			128			3,357
Increase (decrease) in deferred revenue and other current liabilities		(46,980	)		(538	)		2,083
Increase (decrease) in other liabilities		(5,080	)		(231	)		3,488
Net cash from operating activities		166,424			160,548			148,161
CASH FLOWS (FOR) INVESTING ACTIVITIES
Acquisition of Paramount Parks, net of cash acquired		(1,253,461	)		—			—
Acquisition of Geauga Lake assets		—			—			(144,269	)
Capital expenditures		(59,458	)		(75,655	)		(75,878	)
Net cash (for) investing activities		(1,312,919	)		(75,655	)		(220,147	)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Acquisition of Paramount Parks:
Term debt borrowings		1,745,000			—			—
Payment of debt issuance costs		(27,842	)		—			—
Net proceeds from public offering of limited partnership units		—			—			73,268
Net borrowings (payments) on revolving credit loans		(64,962	)		30,450			37,650
Term debt borrowings		—			—			75,000
Term debt payments, including early termination penalties		(379,778	)		(20,000	)		(20,000	)
Distributions paid to partners		(100,830	)		(98,122	)		(92,151	)
Termination of interest rate swap agreements		—			2,981			—
Exercise of limited partnership unit options		749			866			86
Excess tax benefit from unit-based compensation expense		946			—			—
Cash paid in repurchase of 0.1% general partner interest		—			—			(708	)
Net cash from (for) financing activities		1,173,283			(83,825	)		73,145
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(1,006	)		—			—
CASH AND CASH EQUIVALENTS
Net increase for the year		25,782			1,068			1,159
Balance, beginning of year		4,421			3,353			2,194
Balance, end of year	$	30,203		$	4,421		$	3,353
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	90,886		$	26,364		$	24,027
Interest capitalized		1,158			602			1,214
Cash payments for income taxes		9,736			8,752			8,832

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(In thousands, except per unit amounts)

For the years ended December 31,	2006			2005			2004
Limited Partnership Units Outstanding
Beginning balance		53,797			53,480			50,673
Limited partnership unit options exercised		281			294			150
Issuance of limited partnership units as compensation		14			23			1
Issuance of limited partnership units to repurchase 0.1% general partner interest		—			—			89
Sale of limited partnership units		—			—			2,567
		54,092			53,797			53,480
Limited Partners’ Equity
Beginning balance	$	428,943		$	365,193		$	303,536
Net income		87,476			160,850			78,347
Partnership distribution declared (2006 - $1.41; 2005 - $1.84; 2004 - $1.80 per limited partner unit)		(76,098	)		(98,802	)		(93,874	)
Expense recognized for limited partnership unit options		75			1,113			4,498
Limited partnership unit options exercised		749			866			86
Tax effect of units involved in option exercises and treasury unit transactions		(1,040	)		(1,031	)		—
Issuance of limited partnership units as compensation		411			754			31
Repurchase of 0.1% general partner interest		—			—			(699	)
Net proceeds from sale of limited partnership units		—			—			73,268
		440,516			428,943			365,193
General Partner’s Equity
Beginning balance		1			—			65
Net income (loss)		1			2			(32	)
Partnership distribution declared		(1	)		(1	)		(24	)
Repurchase of 0.1% general partner interest		—			—			(9	)
		1			1			—
Special L.P. Interests		5,290			5,290			5,290
Accumulated Other Comprehensive Loss
Cumulative foreign currency translation adjustment:
Beginning balance		—			—			—
Current year activity, net of tax ($1,167)		(2,039	)		—			—
		(2,039	)		—			—
Unrealized loss on cash flow hedging derivatives:
Beginning balance		—			—			—
Current year activity, net of tax ($3,026)		(33,153	)		—			—
		(33,153	)		—			—
		(35,192	)		—			—
Total Partners’ Equity	$	410,615		$	434,234		$	370,483
Summary of Comprehensive Income
Net income	$	87,477		$	160,852		$	78,315
Other comprehensive loss		(35,192	)		—			—
Total Comprehensive Income	$	52,285		$	160,852		$	78,315

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

27

Notes To Consolidated Financial Statements

(1) Partnership Organization:

Cedar Fair, L.P. (the “Partnership”) is a Delaware limited partnership that commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. The Partnership’s general partner is Cedar Fair Management, Inc., an Ohio corporation whose shares are held by an Ohio trust (the “General Partner”). The General Partner owns a 0.001% interest in the Partnership’s income, losses and cash distributions, except in defined circumstances, and has full control over all activities of the Partnership. At December 31, 2006, there were 54,091,712 outstanding limited partnership units registered on The New York Stock Exchange, net of 270,271 units held in treasury.

The General Partner may, with the approval of a specified percentage of the limited partners, make additional capital contributions to the Partnership, but is only obligated to do so if the liabilities of the Partnership cannot otherwise be paid or there exists a negative balance in its capital account at the time of its withdrawal from the Partnership. The General Partner, in accordance with the terms of the Partnership Agreement, is required to make regular cash distributions on a quarterly basis of all the Partnership’s available cash, as defined.

(2) Summary of Significant Accounting Policies:

The following policies are used by the Partnership in its preparation of the accompanying consolidated financial statements.

Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances are eliminated in consolidation.

Foreign Currency The financial statements of the Partnership’s Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at current exchange rates, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive income in partners’ equity. Transaction gains and losses included in the consolidated statements of operations were not material.

Segment Reporting Although the Partnership manages its parks with a high degree of autonomy, each park offers similar products and services to similar customers. Therefore, the Partnership operates within the single reportable segment of amusement/water parks with accompanying resort facilities.

Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates.

Reclassifications Certain prior year balances have been reclassified to conform with current year presentation.

Inventories The Partnership’s inventories primarily consist of purchased products, such as merchandise and food, for sale to its customers. All inventories are valued at the lower of first-in, first-out (FIFO) cost or market.

Property and Equipment Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased. Depreciation expense totaled $90.0 million in 2006, $55.2 million in 2005, and $50.1 million in 2004.

28

Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the acquisition cost of a retired asset reduces accumulated depreciation for the composite group. Abnormal retirements of composite assets could result in the recognition of a gain or loss. Management periodically reviews the composite groups to ensure that retirements have not extended the asset lives beyond their estimated remaining economic life.

Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.

The weighted average useful lives combining both methods are approximately:

Land improvements	21 Years
Buildings	24 Years
Rides	17 Years
Equipment	9   Years

Impairment of Long-Lived Assets Effective January 1, 2002, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires that long-lived assets be reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined based on a discounted cash flow analysis. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available.

Goodwill Effective January 1, 2002, the Partnership adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” which requires that goodwill no longer be amortized, but instead be tested for impairment. An impairment charge would be recognized for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. The fair value of a reporting unit and the related implied fair value of its respective goodwill are established through independent fair-market appraisals. Goodwill is reviewed annually for impairment. Goodwill related to parks acquired prior to 2006 is tested for impairment as of October 1^st. The Partnership completed this review during the fourth quarter in 2006 and determined that goodwill is not impaired. Goodwill related to the Paramount Parks acquisition (see Note 3) will be tested for impairment as of April 1, 2007.

Intangible Assets The Partnership’s intangible assets consist primarily of trade-names. The Partnership assesses the indefinite-lived trade-names for impairment separately from goodwill. After considering the expected use of the trade-names and reviewing any legal, regulatory, contractual, obsolescence, demand, competitive or other economic factors that could limit the useful lives of the trade-names, in accordance with SFAS No. 142, the Partnership determined that the trade-names had indefinite lives. Pursuant to SFAS No. 142, indefinite-lived intangible assets are no longer amortized, but rather are reviewed annually or more frequently if impairment indicators arise. The trade-names relate to the acquisition of Paramount Parks and will be tested for impairment as of April 1, 2007.

Self-Insurance Reserves Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

Derivative Financial Instruments The Partnership is exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, it may enter into derivative transactions pursuant to its overall financial risk management program. The Partnership has only limited involvement with derivative financial instruments and does not use them for trading purposes.

29

The Partnership accounts for the use of derivative financial instruments according to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and related amendments. For derivative instruments that hedge the exposure of variability in short-term rates, designated as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. For derivative instruments that hedge the exposure to changes in the fair value of certain fixed-rate debt, designated as fair value hedges, the effective portion of the change in fair value of the derivative instrument is reported in “Other assets” or “Other liabilities” with a corresponding adjustment to the liability being hedged. For the ineffective portion of a derivative, the change in fair value, if any, is recognized currently in earnings together with the changes in fair value of derivatives not designated as hedges. Derivative financial instruments used in hedging transactions are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in either the fair value or cash flows of the related underlying exposures.

Revenue Recognition Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues.

Advertising Costs The Partnership expenses all costs associated with its advertising, promotion and marketing programs over each park’s operating season, including certain costs incurred prior to the season that are amortized over the season. Advertising expense totaled $41.4 million in 2006, $35.4 million in 2005 and $34.5 million in 2004. Amounts incurred through year-end for the following year’s advertising programs are included in prepaid expenses.

Unit-Based Compensation Effective January 1, 2003, the Partnership began to account for unit options under the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” In December 2004, SFAS No. 123 was reissued as SFAS No. 123R, “Share-Based Payment,” which requires measurement of compensation cost for all equity-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. Generally, the approach in SFAS No. 123R is similar to the fair value approach described in SFAS No. 123. The Partnership adopted SFAS No. 123R effective January 1, 2006 following the modified prospective method. Because the vast majority of its outstanding unit options were already fully vested, the adoption of this standard did not have a material effect on its financial statements. The Partnership uses a binomial option-pricing model for all grant date estimations of fair value under SFAS No. 123 and SFAS No. 123R.

Income Taxes The Partnership’s legal structure includes both partnerships and corporate subsidiaries. The Partnership itself is not subject to corporate income taxes; rather the Partnership’s tax attributes (except those of its corporate subsidiaries) are included in the tax returns of its partners. The Partnership’s corporate subsidiaries are subject to entity-level income taxes.

Neither the Partnership’s financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that the Partnership must perform annually for its partners. Net income from the Partnership is not treated as “passive income” for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources.

30

Earnings Per Unit For purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net income. The unit amounts used are as follows:

	2006		2005		2004
(In thousands except per unit amounts)
Basic weighted average units outstanding		53,957		53,659		51,968
Effect of dilutive units:
Unit options (Note 7)		743		1,123		1,163
Phantom units (Note 7)		171		168		184
Diluted weighted average units outstanding		54,872		54,950		53,315
Net income per unit – basic	$	1.62	$	3.00	$	1.51
Net income per unit – diluted	$	1.59	$	2.93	$	1.47

Weighted average unit options of 30,950 in 2006 were excluded from the diluted earnings per unit calculation, as they were anti-dilutive. No unit options were excluded from the 2005 or 2004 calculations.

(3) Acquisitions:

On June 30, 2006, the Partnership completed the acquisition of all of the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation in a cash transaction valued at an aggregate cash purchase price of $1,243 million, prior to direct acquisition costs and certain adjustments per the purchase agreement related to working capital, which have yet to be finalized. Upon closing of the transaction, the Partnership acquired, indirectly through Magnum Management Corporation, its wholly owned subsidiary, the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. The Partnership also acquired Star Trek: The Experience, an interactive adventure located in Las Vegas, and a management contract for Gilroy Gardens Family Theme Park in Gilroy, California.

The PPI results of operations since June 30, 2006 are included in the accompanying consolidated financial statements. The acquisition has been accounted for as a purchase, and accordingly the purchase price has been allocated to assets and liabilities acquired based upon their estimated fair values at the date of acquisition. The Partnership is in the process of obtaining third-party valuations of certain tangible and intangible assets, as well as developing its plan of integration; thus the allocation of the purchase price to assets and liabilities is subject to adjustment.

The following table shows the preliminary total purchase cost allocation and resulting goodwill:

(In thousands)	June 30, 2006
Current assets	$	68,448
Property and equipment		1,065,258
Goodwill		309,905
Intangibles and other assets		77,160
Current liabilities		119,557
Deferred taxes and other liabilities		146,985

In connection with the acquisition of PPI, the Partnership terminated its existing term debt and revolving credit agreements and entered into a new $2,090 million credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). For additional information regarding the Credit Agreement, see the discussion on Long-Term Debt in Note 5.

31

The Partnership’s consolidated financial statements include the results of operations of PPI since June 30, 2006, the date of acquisition. The following unaudited summary information presents the consolidated results of operations of the Partnership on a pro forma basis, as if the PPI acquisition had occurred at the beginning of the periods presented.

(In thousands, except per unit amounts)	12/31/06		12/31/05
Net revenues	$	991,584	$	994,518
Operating income		214,201		182,630
Income before taxes		59,706		36,296
Net income		35,427		91,103
Net income per unit – diluted	$	0.65	$	1.66

The pro forma results include depreciation and amortization of fair value adjustments on property and newly created definite-lived intangibles and post-acquisition related charges. The pro forma results presented do not reflect cost savings, or revenue enhancements anticipated from the acquisition, and are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results. Reflected in the 2005 results is a one time reversal of $62.6 million in contingent liabilities related to publicly traded partnership (PTP) taxes.

On April 8, 2004, the Partnership completed the acquisition of Six Flags Worlds of Adventure, located near Cleveland, Ohio, from Six Flags, Inc., in a cash transaction valued at $144.3 million. The transaction involved the acquisition of substantially all of the assets of the park, including the adjacent hotel and campground, but excluded all animals located at the park, all personal property assets directly related to those animals, the use of the name “Six Flags” and the intellectual property related to that name, and the license to use Warner Bros. characters, all of which were retained by Six Flags. The Partnership assumed the complete operations and management of the park as of April 9, 2004 and renamed the park “Geauga Lake.” The transaction was financed with $75 million of term debt borrowings at a fixed rate of 4.72% and an average term of nine years, with the balance initially financed through the Partnership’s expanded revolving credit agreement with a group of banks.

On July 20, 2004, the Partnership completed a public offering of 2,400,000 limited partner units at $30.00 per unit, and an additional 167,000 units were sold to the underwriters on August 17, 2004 to cover over-allotments. The Partnership used the net proceeds from the sale of the units (approximately $73.3 million) to repay borrowings under its revolving credit facility principally related to the acquisition of Geauga Lake.

Geauga Lake’s assets, liabilities and results of operations since April 9, 2004 are included in the accompanying consolidated financial statements. The acquisition has been accounted for as a purchase, and accordingly the purchase price has been allocated to property and equipment ($144.2 million), inventories ($1.0 million) and current liabilities ($0.9 million) based upon their estimated fair values at the date of acquisition. Pro forma information related to this acquisition has not been presented in the financial statements as the effect of the acquisition was deemed not to be significant.

(4) Goodwill and Other Intangible Assets:

As further described in Note 3, goodwill acquired during 2006 was the result of the completion of the acquisition of PPI. In accordance with FASB Statement No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized, but is evaluated for impairment on an annual basis. A summary of changes in the Partnership’s carrying value of goodwill is as follows:

Balance at December 31, 2004	$	9,061
Balance at December 31, 2005		9,061
Acquisition		309,905
Translation and other adjustments		(4,909	)
Balance at December 31, 2006	$	314,057

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The Partnership’s other intangible assets consisted of the following at December 31, 2006:

	Weighted
	Average			Gross				Net
	Amortization			Carrying		Accumulated		Carrying
(In thousands)	Period			Amount		Amortization		Value
Other intangible assets:
Trade names		—		$	51,526	$	—	$	51,526
License / franchise agreements	10.0		years		14,146		1,015		12,057
Non-compete agreements	5.0		years		200		20		180
Total other intangible assets	9.9		years	$	65,872	$	1,035	$	64,837

Amortization expense of other intangible assets for 2006 was $703,000. Amortization expense of other intangible assets at December 31, 2006, is expected to total $1.3 million from 2007 through 2011.

(5) Long-Term Debt:

Long-term debt at December 31, 2006 and 2005 consisted of the following:

(In thousands)	2006		2005
Revolving credit loans	$	40,888	$	105,850
Term debt:
June 2006 U.S. term loan at 8.16% average rate (due 2007-2012)		1,467,625		—
June 2006 Canadian term loan at 7.85% average rate (due 2007-2012)		268,650		—
August 1994 senior notes at 8.43% (due 2006)		—		10,000
January 1998 senior notes at 6.68% (due 2007-2011)		—		50,000
August 2001 senior notes at 6.40% (due 2006-2008)		—		30,000
February 2002 senior notes at 6.44% average rate (due 2007-2015)		—		100,000
December 2003 senior notes at 5.38% average rate (due 2009-2018)		—		100,000
April 2004 senior notes at 4.72% (due 2011-2015)		—		75,000
		1,777,163		470,850
Less current portion		17,450		20,000
	$	1,759,713	$	450,850

In June 2006, and as amended in August 2006, in connection with the acquisition of PPI, the Partnership entered into a new $2,090 million credit agreement with several banks and certain “Lenders” party thereto (the “Credit Agreement”). On February 15, 2007 the Partnership amended the Credit Agreement reducing interest rate spreads on term borrowings under the agreement by 50 basis points (bps) and extending the maturity of the Canadian term loan six months. The facilities provided under the Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Revolving Credit Loans Under the amended Credit Agreement the Partnership has available a $310.0 million U.S. revolving loan commitments and a $35.0 million Canadian revolving loan commitments through August 30, 2011. As of December 31, 2006, borrowings under the credit facilities were $40.9 million at an effective rate of 7.3%. The maximum outstanding revolving credit balance during 2006 was $228.3 million under the credit facilities.

U.S. denominated borrowings under the U.S. revolving loan commitments and the Canadian revolving loan commitments bear interest at either a rate based on LIBOR plus a margin ranging from 175 to 250 basis points (bps) per annum or a rate based prime plus a margin ranging from 75 to 150 bps. Canadian denominated borrowings under the Canadian revolving loan commitments bear interest at either a rate based on Bankers’ Acceptance plus a margin ranging

33

from 75 to 250 bps per annum or a rate based on the Canadian Prime Rate plus a margin ranging from 75 to 150 bps. The agreement also requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities. The amended Credit Agreement also provides for the issuance of documentary and standby letters of credit.

Term Debt The credit facilities provided under the amended Credit Agreement also include a $1,467.6 million U.S. term loan and a $268.7 million Canadian term loan as of December 31, 2006. All term debt bears interest at either a rate based on LIBOR plus 200 bps or a rate based on the prime rate plus 100 bps. The U.S. term loan matures on August 30, 2012, and amortizes at a rate of $14.8 million per year. The Canadian term loan matures on February 17, 2012, and amortizes at a rate of $2.7 million per year.

At December 31, 2006, taking into account the effect of the February 2007 amendment to the Credit Agreement, the scheduled annual maturities of term debt were as follows (in thousands):

2007	$	17,450
2008		17,450
2009		17,450
2010		17,450
2011		17,450
Thereafter		1,649,025
	$	1,736,275

The fair value of the aggregate future repayments on term debt at December 31, 2006, was approximately $1,688.2 million, based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The Partnership may prepay its debt without premium or penalty at any time.

The Partnership’s policy is to capitalize interest on major construction projects. Interest of $1.2 million, $0.6 million and $1.2 million was capitalized in 2006, 2005 and 2004, respectively.

Covenants Under the terms of the amended Credit Agreement, the Partnership, among other restrictions, is required to remain below a specified level of leverage, and above a minimum fixed charge coverage ratio. It is also required to comply with certain distribution coverage ratios. The Partnership was in compliance with all covenants as of December 31, 2006.

(6) Derivative Financial Instruments:

During 2006, the Partnership entered into several interest rate swap agreements which effectively converted $1.0 billion of its variable-rate debt to a fixed-rate of 7.6% after the February 2007 amendment to the Credit Agreement. Cash flows related to these interest rate swap agreements are included in interest expense over the term of the agreements, which are set to expire in 2012. The Partnership has designated these interest rate swap agreements and hedging relationships as cash flow hedges. The fair market value of these agreements at December 31, 2006, which was obtained from broker quotes, was recorded as a liability of $27.8 million in “Other Liabilities” on the balance sheet. No ineffectiveness was recorded in 2006.

In October 2006, the Partnership entered into two cross-currency swap agreements to manage its foreign currency risk exposure on term debt borrowings related to its wholly owned Canadian subsidiary. The cross-currency swaps effectively convert $268.7 million of debt, and the associated interest payments, from variable U.S. dollar denominated debt at a rate of LIBOR plus 200 bps to 6.9% fixed-rate Canadian dollar denominated debt. The terms of the cross-currency swaps mirror the terms of the underlying term debt. The Partnership designated the cross currency swaps as foreign currency cash flow hedges. The fair value of the cross-currency swaps was an asset of $4.3 at December 31, 2006. This asset was recorded in “Other Assets” on the balance sheet. No ineffectiveness was recorded in 2006. The Partnership subsequently terminated these two swaps in February 2007 and received $3.9 million in cash upon termination. The swaps were replaced with two new cross-currency swap agreements, which effectively convert the variable U.S. dollar denominated debt, and the associated interest payments, to 6.3% fixed-rate Canadian dollar denominated debt.

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(7) Partners’ Equity:

Special L.P. Interests In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership.

Equity-Based Incentive Plans In August 2000, the Partnership’s unitholders approved the establishment of an Equity Incentive Plan (the “Plan”) allowing the award of up to 4.8 million unit options and other forms of equity as determined by the Compensation Committee of the Board of Directors as an element of compensation to senior management and other key employees. Grants are generally made by the Compensation Committee during regularly scheduled meetings. As of December 31, 2006, 1.5 million units remained available for issuance under the Plan.

Unit Options Options are issued with an exercise price no less than the market price of the Partnership’s units on the date of grant. Variable-price options have an exercise price that declines by the value of cash distributions declared on the underlying limited partnership units. All options vest ratably over a five-year period, or when other conditions are met, and have a maximum term of ten years. As of December 31, 2006, the Partnership had 1,034,900 variable-price options and 432,950 fixed-price options outstanding under the Plan. There were no unit options granted in 2006, 2005 or 2004.

Approximately $75,000, $1.1 million and $4.5 million in non-cash compensation expense related to unit options was recognized in 2006, 2005 and 2004, respectively. These amounts are included in “Selling, General and Administrative Expense” in the accompanying consolidated statements of operations.

Prior to the adoption of SFAS No. 123(R), the Partnership presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the consolidated statements of cash flows. SFAS No. 123(R) requires the cash flows from tax benefits resulting from tax deductions in excess of compensation costs recognized for those options (excess tax benefits) to be classified as financing cash flows. As a result, the benefit of tax deductions in excess of recognized compensation cost included in net financing cash flows for the year ended December 31, 2006 was $946,000.

The Partnership has a policy of issuing limited partnership units from treasury to satisfy option exercises and expects its treasury unit balance to be sufficient for 2007, based on estimates of option exercises for that period. A summary of unit option activity is presented below:

	2006
				Weighted
				Average
				Exercise
	Unit Options			Price
Outstanding, beginning of year		1,894,330		$	13.59
Granted		—			—
Exercised		(424,080	)		10.67
Forfeited		(2,400	)		22.34
Outstanding, end of year		1,467,850		$	12.77
Options exercisable, end of year		1,401,850		$	12.21

Cash received from unit option exercises totaled $749,000 in 2006, $866,000 in 2005, and $86,000 in 2004.

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The following table summarizes information about unit options outstanding at December 31, 2006:

Options Outstanding								Options Vested
					Weighted
					Average	Weighted				Weighted
					Remaining	Average				Average
	Range of				Contractual	Exercise				Exercise
Type	Exercise Prices		Unit Options		Life	Price		Unit Options		Price
Variable	$	7.39 - $22.96		1,034,900	3.2 years	$	8.55		1,030,573	$	8.49
Fixed	$	17.85 - $28.45		432,950	4.9 years		22.86		410,515		22.69
Outstanding at year-end	$	7.39 - $28.45		1,467,850	3.7 years	$	12.77		1,441,088	$	12.53
Aggregate intrinsic value			$	22,094,166				$	22,031,570

The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 was $6.8 million, $8.2 million, and $4.8 million, respectively.

A summary of the status of the Partnership’s nonvested unit options at December 31, 2006 is presented below:

				Weighted Average
				Grant-Date
	Unit Options			Fair Value
Nonvested, beginning of year		96,877		$	2.98
Granted		—			—
Vested		(68,565	)		2.83
Forfeited		(1,550	)		2.68
Nonvested, end of year		26,762		$	3.41

As of December 31, 2006, unrecognized compensation cost related to unit options totaled approximately $91,300. The cost is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of units vested during 2006 was approximately $193,800.

Senior Management Long-Term Incentive Compensation In 2002, the Partnership established a long-term incentive compensation plan for senior management, under which annual awards of “phantom units” are made based upon the Partnership’s operating performance. The awards accrue additional “phantom units” on the date of each quarterly distribution paid by the Partnership, calculated at the NYSE closing price on that date. Awards vest over a four-year period and can be paid with cash, limited partnership units, or a combination of both. The effect for outstanding “phantom units” has been included in the diluted earnings per unit calculation, as half of the awards are expected to be settled in limited partnership units. Approximately $2.3 million, $1.4 million and $1.1 million in compensation expense related to “phantom units” was recognized in 2006, 2005 and 2004, respectively. These amounts are included in “Selling, General and Administrative Expense” in the accompanying consolidated statements of operations.

During 2006, 74,862 “phantom units” were awarded at a grant price of $28.96 per unit. At year-end, the Partnership had 240,632 phantom units outstanding, 206,188 of which were vested, at a weighted average price of $27.82 per unit. The aggregate market value of the “phantom units” vested at year-end, which has been reflected on the balance sheet in “Other liabilities,” was $5.7 million in 2006 and $5.5 million in 2005. At December 31, 2006, unamortized compensation related to unvested phantom unit awards totaled $958,221, which is expected to be amortized over a weighted average period of 2.7 years.

(8) Retirement Plans:

The Partnership has trusteed, noncontributory retirement plans for the majority of its full-time employees. Contributions are discretionary and amounts accrued were $3,411,000 in 2006, $2,742,000 in 2005 and $3,556,000

36

in 2004. These plans also permit employees to contribute specified percentages of their salary, matched up to a limit by the Partnership. Matching contributions, net of forfeitures, approximated $1,489,000 in 2006, $1,246,000 in 2005 and $754,000 in 2004.

In addition, approximately 135 employees are covered by union-sponsored, multi-employer pension plans for which approximately $767,000, $660,000 and $654,000 were contributed for the years ended December 31, 2006, 2005, and 2004, respectively. The Partnership believes that, as of December 31, 2006, it would have no withdrawal liability as defined by the Multi-employer Pension Plan Amendments Act of 1980.

(9) Income and Partnership Taxes

Federal and state tax legislation in 1997 provided a permanent income tax exemption to existing publicly traded partnerships (PTP), such as Cedar Fair, L.P., with a new tax (the PTP tax) levied on partnership gross income (net revenues less cost of food, merchandise and games) beginning in 1998. Also, under SFAS No. 109, “Accounting for Income Taxes,” income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the Partnership’s total provision for taxes includes amounts for both the PTP tax and for income taxes on the Partnership’s corporate subsidiaries. The Partnership’s 2006 tax provision is $39.1 million, which is composed of $7.9 million and $31.2 million, for the PTP tax and income taxes, respectively.

Reflected in the 2005 provision for taxes is the reversal of $62.6 million of contingent liabilities recorded from 1998 through 2004 related to PTP taxes. The accrual was established when the PTP taxes first came into effect, because the Partnership could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, management has more complete evidence as to how the taxes are imposed, including the completion of examinations of the Partnership’s tax filings. Based on this evidence, management determined that the accrual was no longer required and reversed the $62.6 million of contingent liabilities into income in 2005. The adjustment to the PTP tax accrual, which was partially offset by PTP taxes payable for the year and the impact of the tax attributes of the Partnership’s corporate subsidiaries, resulted in a 2005 net credit for taxes of $49.3 million, which is composed of a $53.7 million credit and $4.4 million provision, for the PTP tax and income taxes, respectively.

The Partnership provides reserves for liabilities that may arise from tax exposures that result from specific positions taken in its tax returns or from tax planning strategies employed to minimize its tax liabilities. Management determines tax exposure items based on positions asserted by tax authorities, as well as management’s own assessment of exposures from unasserted items. The calculation of the provision for taxes involves significant estimates and assumptions and actual results could differ from those estimates.

The tax returns of the Partnership are subject to examination by state and federal tax authorities. If such examinations result in changes to taxable income, the tax liability of the partners could be changed accordingly. The tax returns of the Partnership and its corporate subsidiaries have been examined through December 2003 and March 1999, respectively.

Significant components of income before income taxes are as follows:

(In thousands)	2006		2005
Domestic	$	102,717	$	111,576
Foreign		23,847		—
	$	126,564	$	111,576

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The provision (benefit) for income taxes is comprised of the following:

(In thousands)	2006			2005
Income taxes:
Current federal	$	6,924		$	5,967
Current state and local		2,197			1,475
Current foreign		9,470			—
Total current		18,591			7,442
Deferred federal, state and local		13,204			(3,071	)
Deferred foreign		(631	)		—
Total deferred		12,573			(3,071	)
	$	31,164		$	4,371

The provision for income taxes for the Partnership’s corporate subsidiaries was not material in 2004.

The provision for income taxes for the Partnership’s corporate subsidiaries differs from the amount computed by applying the U.S. federal statutory income tax rate of 35% to the Partnership’s income before provision for income taxes.

The sources and tax effects of the differences are as follows:

(In thousands)	2006			2005
Income tax expense based on the U.S. federal statutory tax rate	$	44,297		$	39,052
Partnership income not subject to corporate income taxes		(20,921	)		(34,776	)
State and local taxes, net of federal income tax benefit		4,560			238
Valuation allowance		2,895			—
Nondeductible expenses and other		641			58
Tax credits		(308	)		(201	)
	$	31,164		$	4,371

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of deferred tax assets and liabilities as of December 31, 2006 and 2005 are as follows:

(In thousands)	2006			2005
Deferred tax assets:
Options and deferred compensation	$	13,348		$	12,258
Accrued expenses		7,582			2,017
Foreign tax credits		4,454			—
Derivatives and foreign currency translation		5,761			—
Other, net		689			866
Deferred tax assets		31,834			15,141
Valuation allowance		(2,895	)		—
Net deferred tax assets		28,939			15,141
Deferred tax liabilities:
Property		(147,636	)		6,546
Intangibles		(10,908	)		—
Deferred tax liabilities		(158,544	)		6,546
Net deferred tax asset (liability)		($129,605	)	$	8,595

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As of December 31, 2006, the Partnership has $4.5 million of foreign tax credit carryforwards available for U.S. federal income tax purposes. A valuation allowance has been recorded in the current year to reflect uncertainties regarding the use of these foreign tax credits before they begin expiring in 2016. The valuation allowance is based on estimates of taxable income from the foreign jurisdictions in which it operates and the period over which its deferred tax assets will be realized.

The net current and non-current components of deferred taxes recognized as of December 31, 2006 and 2005 in the consolidated balance sheets are as follows:

(In thousands)	2006			2005
Net current deferred tax asset	$	17,196		$	3,077
Net non-current deferred tax asset (liability)		(146,801	)		5,518
Net deferred tax asset (liability)	($	129,605	)	$	8,595

The net current deferred tax asset amounts are included in “Prepaids and other current assets,” and the net non-current deferred tax asset and liability amounts are reported separately in “Other Assets” and “Deferred Tax Liability,” respectively, in the accompanying consolidated balance sheets.

In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Partnership will adopt FIN 48 as of January 1, 2007, as required. The cumulative effect, if any, of adopting FIN 48 will be recorded in retained earnings and other accounts, such as goodwill, as applicable. The Partnership does not expect that the adoption of FIN 48 will have a significant impact on the Partnership’s financial position and results of operations.

(10) Operating Lease Commitments and Contingencies:

The Partnership has commitments under various operating leases at its parks. Minimum lease payments under non-cancelable operating leases as of December 31, 2006 are as follows:

2007	$	7,444
2008		6,670
2009		6,111
2010		378
2011		223
Thereafter		1,162
	$	21,988

The Partnership is also a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership’s financial statements.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported on a timely basis. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership’s chief executive officer and chief financial officer, as of December 31, 2006. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that, as of December 31, 2006, the Partnership’s disclosure controls and procedures were effective in timely alerting them to information required to be included in the Partnership’s periodic SEC filings.

Management’s Report on Internal Control over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a or 15(f) under the Exchange Act. The Partnership’s internal control system over financial reporting is a process designed to provide reasonable assurance to management and the General Partner’s board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2006. In making this assessment, it used the criteria described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Management excluded from its assessment the internal controls over financial reporting at Paramount Parks, Inc., which was acquired on June 30, 2006, because it was not required to be assessed in 2006 under the criteria. As a result of its assessment, management concluded that, as of December 31, 2006, the Partnership’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management’s assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2006 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, and their report is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in the Partnership’s internal controls over financial reporting that occurred during the fourth quarter of 2006 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal controls over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Partners of Cedar Fair, L.P.:

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Cedar Fair, L.P. and subsidiaries (the “Partnership”) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Paramount Parks, Inc. which was acquired on June 30, 2006 and whose financial statements constitute 58 percent of total assets and 32 percent of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2006. Accordingly, our audit did not include the internal control over financial reporting at Paramount Parks, Inc. The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Partnership’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Partnership maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

41

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2006 of the Partnership and our report dated February 28, 2007 expressed an unqualified opinion on those financial statements.

DELOITTE & TOUCHE LLP
Cleveland, Ohio
February 28, 2007

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Cedar Fair Management, Inc., an Ohio corporation owned by an Ohio trust, is the General Partner of the Partnership and has full responsibility for the management of the Partnership. For additional information, attention is directed to Note 1 in “Notes to Consolidated Financial Statements” on page 28 of this Report.

A. Identification of Directors:

The information required by this item is incorporated by reference to the material in our Proxy Statement for the annual meeting of limited partner unitholders to be held on or about May 17, 2007 (the “Proxy Statement”) under the captions “Election of Directors,” “Board Committees” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

B. Identification of Executive Officers:

Information regarding executive officers of the Partnership is included in this Annual Report on Form 10-K under the caption “Supplemental Item. Executive Officers” in Item I of Part I and is incorporated herein by reference.

C. Code of Ethics:

In accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, the Partnership has adopted a Code of Conduct and Ethics (the “Code”), which applies to all directors, officers and employees of the Partnership, including the Chief Executive Officer and the Senior Financial Officers. A copy of the Code is available on the Internet at the Investor Relations section of our web site (www.cedarfair.com).

The Partnership submitted an unqualified Section 303A.12(a) Chief Executive Officer certification to the New York Stock Exchange on April 13, 2006, stating that the Partnership was in compliance with the NYSE’s Corporate Governance Listing Standards. The Chief Executive Officer and Chief Financial Officer certifications under Section 302 of the Sarbanes-Oxley Act are included as exhibits to this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Attention is directed to Note 7 in “Notes to Consolidated Financial Statements” for information regarding the Partnership’s equity incentive plans.

43

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the captions “Certain Relationships and Related Transactions,” “The Board of Directors,” and “Board Committees.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption “Independent Registered Public Accounting Firm.”

44

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. 1. Financial Statements

The following consolidated financial statements of the Registrant, the notes thereto and the related Report of Independent Registered Public Accounting Firm are filed under Item 8 of this Report:

		Page
(i)	Report of Independent Registered Public Accounting Firm.		23
(ii)	Consolidated Balance Sheets — December 31, 2006 and 2005.		24
(iii)	Consolidated Statements of Operations — Years ended December 31, 2006, 2005, and 2004.		25
(iv)	Consolidated Statements of Cash Flows — Years ended December 31, 2006, 2005, and 2004.		26
(v)	Consolidated Statements of Partners’ Equity — Years ended December 31, 2006, 2005, and 2004.		27
(vi)	Notes to Consolidated Financial Statements — December 31, 2006, 2005, and 2004.	28-39

A. 2. Financial Statement Schedules

All Schedules are omitted, as the information is not required or is otherwise furnished.

A. 3. Exhibits

The exhibits listed below are incorporated herein by reference to prior SEC filings by Registrant or are included as exhibits in this Form 10-K.

Exhibit
Number	Description
2.1	Asset Purchase Agreement between Cedar Fair, L.P. and Six Flags, Inc., Funtime, Inc., Aurora Campground, Inc., Ohio Campgrounds Inc., and Ohio Hotel LLC, dated April 8, 2004. Incorporated herein by reference to Exhibit 2 to the Registrant’s Form 8-K filed on April 23, 2004.
2.2	Stock Purchase Agreement between Cedar Fair, L.P. and CBS Corporation, dated May 22, 2006. Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 7, 2006.
2.3	Amendment No. 1 to the Stock Purchase Agreement between Cedar Fair, L.P. and CBS Corporation, dated June 30, 2006. Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed on July 7, 2006.
3.1	Fifth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. Incorporated herein by reference to Exhibit A to the Registrant’s Proxy Statement on Schedule 14A filed March 23, 2004.
4*	Form of Deposit Agreement.
10.1	Cedar Fair, L.P. Executive Severance Plan dated as of July 26, 1995.
10.2	Cedar Fair, L.P. 2000 Equity Incentive Plan.
10.3	Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan.
10.4	Senior Management Long-Term Incentive Compensation Plan approved November 7, 2002. Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.
10.5	Employment Agreement with Richard L. Kinzel.
10.6	Employment Agreement with Jacob T. Falfas.
10.7	Employment Agreement with Peter J. Crage.

45

Exhibit
Number	Description
10.8	Amended and Restated Credit Agreement dated as of February 17, 2007 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and several banks and certain “Lenders” party thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on February 21, 2007.
21	Subsidiaries of Cedar Fair, L.P.
23.1	Consent of Independent Registered Public Accounting Firm
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated herein by reference to the Registration Statement on Form S-1 of Cedar Fair, L.P., Registration No. 1-9444, filed April 23, 1987.

46

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CEDAR FAIR, L.P.
		(Registrant)
DATED: March 1, 2007
		/S/ Richard L. Kinzel
		Richard L. Kinzel
	Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	Signature	Title	Date
/S/	Richard L. Kinzel	Chairman, President and Chief	March 1, 2007
	Richard L. Kinzel	Executive Officer, Director
/S/	Peter J. Crage	Corporate Vice President-Finance	March 1, 2007
	Peter J. Crage	(Chief Financial Officer)
/S/	Brian C. Witherow	Vice President and Corporate Controller	March 1, 2007
	Brian C. Witherow	(Chief Accounting Officer)
/S/	Darrel D. Anderson	Director	March 1, 2007
	Darrel D. Anderson
/S/	Richard S. Ferreira	Director	March 1, 2007
	Richard S. Ferreira
/S/	Michael D. Kwiatkowski	Director	March 1, 2007
	Michael D. Kwiatkowski
/S/	David L. Paradeau	Director	March 1, 2007
	David L. Paradeau
/S/	Steven H. Tishman	Director	March 1, 2007
	Steven H. Tishman
/S/	Thomas A. Tracy	Director	March 1, 2007
	Thomas A. Tracy

47

ANNUAL REPORT ON FORM 10-K
CEDAR FAIR, L.P.
For the Year Ended December 31, 2006

EXHIBIT INDEX

Exhibit
Number	Description	Page
2.1	Asset Purchase Agreement between Cedar Fair, L.P. and Six Flags, Inc., Funtime, Inc., Aurora Campground, Inc., Ohio Campgrounds Inc., and Ohio Hotel LLC, dated April 8, 2004. Incorporated herein by reference to Exhibit 2 to the Registrant’s Form 8-K filed on April 23, 2004.	*
2.2	Stock Purchase Agreement between Cedar Fair, L.P. and CBS Corporation, dated May 22, 2006. Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 7, 2006.	*
2.3	Amendment No, 1 to the Stock Purchase Agreement between Cedar Fair, L.P. and CBS Corporation, dated June 30, 2006. Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed on July 7, 2006.	*
3.1	Fifth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. Incorporated herein by reference to Exhibit A to the Registrant’s Proxy Statement on Schedule 14A filed March 23, 2004.	*
4*	Form of Deposit Agreement.	*
10.1	Cedar Fair, L.P. Executive Severance Plan dated as of July 26, 1995.	50-53
10.2	Cedar Fair, L.P. 2000 Equity Incentive Plan.	54-64
10.3	Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan.	65-71
10.4	Senior Management Long-Term Incentive Compensation Plan approved November 7, 2002. Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.	*
10.5	Employment Agreement with Richard L. Kinzel.	72-82
10.6	Employment Agreement with Jacob T. Falfas.	83-91
10.7	Employment Agreement with Peter J. Crage.	92-100
10.8	Amended and Restated Credit Agreement dated as of February 17, 2007 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and several banks and certain “Lenders” party thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on February 21, 2007.	*

48

EXHIBIT INDEX (continued)

Exhibit
Number	Description	Page
21	Subsidiaries of Cedar Fair, L.P.		101
23.1	Consent of Independent Registered Public Accounting Firm		102
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		103
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		104
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		105

49

EX-10.1

EXHIBIT 10.1

CEDAR FAIR, L.P.
Executive Severance Plan
Adopted: July 26, 1995

PURPOSE:

Cedar Fair, L.P., has established this Cedar Fair, L.P. Executive Severance Plan in order to clarify the circumstances under which certain key executive officers of Cedar Fair Management Company could be terminated for cause and to provide these executive officers with assurances in the event a termination of employment occurs after a change of control of the Company.

ELIGIBILITY:

This plan covers the President (or any other person serving as Chief Executive Officer), the Chief Financial Officer, the Treasurer (if different from the Chief Financial Officer), and the General Managers of each Park owned and operated by Cedar Fair, L.P.

TERMINATION FOR CAUSE:

1. The Company or the Partnership may terminate the Executive’s employment for Cause. For the purposes of this Agreement, the Company or the Partnership shall have “Cause” to terminate the Executive’s employment only under the following circumstances:

a.	if termination shall have been the result of an act or acts by the Executive which have been found in an applicable court to constitute a felony; or
b.	if termination shall have been the result of an act or acts of dishonesty or significant impropriety by the Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment (monetary or otherwise) to the Executive at the expense of or detriment to the Company or the Partnership; or
c.	upon the willful and continued failure by the Executive substantially to perform his duties with the Company or the Partnership (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company or the Partnership.

The Executive’s employment shall in no event be considered to have been terminated by the Company or the Partnership for Cause if such termination took place as the result of (a) bad judgment or negligence, or (b) any act or omission believed in good faith to have been in or not opposed to the best interest of the Company or the Partnership. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination that includes a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above

in clauses (a), (b) or (c) of the second sentence of this paragraph and specifying the particulars thereof in detail.

2. If the Executive’s employment shall be terminated for Cause, the Executive shall be paid his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and neither the Company nor the Partnership shall have any further obligations to the Executive under this Plan or otherwise.

DEFINITION OF CHANGE IN CONTROL:

A “Change in Control” of this Partnership or the Company shall be deemed to have occurred if:

a.	Any person becomes the beneficial owner of 20% or more of the Partnership’s limited partnership units then outstanding.
b.	Substantially all of the assets of the Partnership are sold to a party that, prior to such sale, was not affiliated with the Company.
c.	At any time during a period of 24 consecutive months, individuals who were directors at the beginning of the 24-month period no longer constitute a majority of the members of the Company’s Board of Directors, unless the election (or nomination) of a majority of the new directors is approved by at least a majority of the directors who were in office at the beginning of the 24-month period.
d.	The Company ceases to serve as the Managing General Partner of the Partnership.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event of a change in organizational structure solely attributable to the Partnership ceasing to be a “publicly traded partnership” for federal income tax purposes at December 31, 1997, as currently provided in such law.

TERMINATION AFTER CHANGE IN CONTROL WOULD INCLUDE:

Any of the following events shall be deemed to be a termination of the Executive’s employment by the Company and the Partnership if they occur within 24 months following a Change in Control:

1.	Forced relocation of the Executive’s place of employment by more than 35 miles.
2.	Reduction of base salary or significant reduction of responsibility.
3.	Job elimination.

SEVERANCE PAYMENT IF TERMINATION OCCURS AFTER CHANGE IN CONTROL:

If, at any time within 24 months after a Change in Control occurs, the Executive’s employment with the Company and the Partnership is deemed terminated hereunder, the Partnership shall make the following payments and provide the following benefits to the affected Executive:

I. President/CEO

1.

Three (3) times average annual Cash Compensation for the previous five (5) years, less one (1) dollar, preceding the calendar year in which the Change in Control of the Company or the Partnership occurred. Cash Compensation is defined as gross compensation paid to an Executive as shown on Federal Form W-2, but excluding non-cash forms of compensation such as partnership units, group life insurance, and other fringe benefits.

2.

For a thirty-six (36) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

II. Chief Financial Officer

1.	Ninety percent (90%) of two and one-half (2.5) times average annual Cash Compensation for the previous five (5) years preceding the calendar year in which the Change in Control of the Company or the Partnership occurred.
2.	For a thirty (30) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

III.	Executive Vice President/General Manager, Cedar Point;
	Vice President/General Manager, Dorney Park;
	Vice President/General Manager, Valleyfair;
	Vice President/General Manager, Worlds of Fun and Oceans of Fun
	Treasurer

1.	Eighty percent (80%) of two (2) times average annual Cash Compensation for the previous five (5) years preceding the calendar year in which a Change in Control of the Company or the Partnership occurred.
2.	For a twenty-four (24) month period after the date of termination, the Partnership shall provide life, disability, accident and health insurance benefits substantially similar to those which were received or entitled to be received immediately before the termination. If re-employment occurs, neither the Company nor the Partnership shall provide these insurance benefits any longer.

TIME FRAME:

Twenty-four (24) months after the occurrence of the first Change in Control of the Company or the Partnership. In the event of termination of employment with the Company or the Partnership before such Change in Control, the Executive’s rights hereunder will terminate simultaneously with the termination of employment.

     PAYMENT:

In lieu of any further salary payment for periods after the date of termination, the Partnership shall pay, not later than sixty (60) days following the date of termination, the lump sum severance payment as defined above.

Payment shall follow the guidelines of Internal Revenue Code Section 280G. The Partnership may withhold any taxes as may be appropriate from amounts otherwise payable hereunder.

EMPLOYMENT RIGHTS:

Nothing contained herein, either express or implied, shall be construed as a contract of employment or as a creation of any right of employment by the Executives or of any duty by the Company or the Partnership prior to the occurrence of a Change in Control.

NO SEGREGATION OF ASSETS:

Neither the Company nor the Partnership shall be required to segregate any assets with respect to benefits under this Plan, and nothing herein shall be deemed to result in any pledge or encumbrance on any of their properties.

PLAN STRUCTURE:

This Plan is designed to remain in effect through 1997. If there is a structural form change in 1998 or earlier solely as a result of the Partnership ceasing to be a “publicly traded partnership” for federal income tax purposes, the Board may adopt a similar policy, if necessary, but, until a similar policy is adopted, the general provisions of this Plan shall remain in effect.

EX-10.2

EXHIBIT 10.2

CEDAR FAIR, L.P.,
2000 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE. The purposes of the Cedar Fair, L.P., 2000 Equity Incentive Plan (the “Plan”) are to encourage employees of Cedar Fair, L.P. (the “Company”) and its subsidiaries (the Company and its subsidiaries are herein collectively referred to as “Cedar Fair”), and its general partner, Cedar Fair Management Company (“CFMC”), and their respective officers and directors, to acquire a proprietary and vested interest in the growth and performance of Cedar Fair, to generate an increased incentive to contribute to Cedar Fair’s future success and prosperity, thus enhancing the value of Cedar Fair for the benefit of its limited partners (or unitholders), and to enhance the ability of Cedar Fair to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of Cedar Fair depends.

SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:

     (a) “Award” shall mean any Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest, or option relating to Units or other securities of the Company granted pursuant to the provisions of the Plan.

     (b) “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted by the Committee hereunder and signed by both the Company and the Participant.

     (c) “Board” shall mean the Board of Directors of CFMC.

     (d) A “Change in Control” of the Company shall have occurred at any time after the Effective Date when:

(i) any Acquiring Person (other than (A) the Company or any related entity, (B) any employee benefit plan of the Company or any related entity or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (C) any person who, on the Effective Date of the Plan, is an Affiliate of the Company and owning in excess of ten percent (10%) of the outstanding Units of the Company and the respective successors, executors, legal representatives, heirs, and legal assigns of such person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of twenty-five percent (25%) or more of the Units then outstanding (except pursuant to an offer for all outstanding Units of the Company at a price and upon such terms and conditions as a majority of the Continuing Directors determine to be in the best interests of the Company and its unitholders (other than the Acquiring Person or any Affiliate or Associate thereof on whose behalf the offer is being made));

(ii) the Company files a report or proxy statement with the SEC pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder that a Change in Control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction;

(iii) the unitholders of the Company approve a transaction pursuant to which the Company is to be merged with or into, consolidated with, or become the subsidiary of another entity and immediately after giving effect to that transaction, less than 45% of the then outstanding voting securities of the surviving or resulting entity or (if the Company is to become a subsidiary in the transaction) of the ultimate parent of the Company will represent or will have been issued in exchange for voting securities of the Company outstanding immediately prior to the transaction;

(iv) the unitholders of the Company approve a transaction pursuant to which all or substantially all of the assets of the Company are to be leased, sold, transferred or otherwise disposed of in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

(v) CFMC ceases to be the sole managing general partner of the Company, except with the prior affirmative vote or approval of holders of shares of CFMC entitling them to exercise a majority of the voting power of CFMC in the election of directors.

(1) “Acquiring Person” means any person (any individual, firm, corporation or other entity) who or which, together with all Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of twenty-five percent (25%) or more of the Units then outstanding.

(2) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(3) “Continuing Director” means any person who was a member of the Board on the Effective Date of the Plan or thereafter elected to the Board or appointed by the Board prior to the date as of which the Acquiring Person (other than an Acquiring Person described in clauses (A), (B), or (C) of paragraph (i) of the definition of “Change in Control”) became the owner of more than ten percent (10%) of the outstanding Units of the Company, or a person designated (before his initial election or employment as a director) as a Continuing Director by three-fourths of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors.

(4) “Whole Board” means the total number of directors which the Board would have if there were no vacancies.

     (e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

     (f) “Committee” shall mean the Compensation Committee of the Board, composed of no fewer than three directors, each of whom is a Non-Employee Director, or any other committee or designee of the Board that the Board authorizes to administer this Plan; provided, however, that Awards to, and other determinations hereunder with respect to, Participants who are subject to Section 16 of the Exchange Act and the rules and regulations thereunder shall, to the extent practicable, be made by the Board or by a committee of the Board meeting the requirements of Rule 16b-3(d)(1) under the Exchange Act, as from time to time amended or superseded.

     (g) “Company” shall mean Cedar Fair, L.P., a Delaware limited partnership.

     (h) “Distribution Equivalent” shall mean any right granted pursuant to Section 13(h) hereof.

     (i) “Eligible Person” shall mean any employee of the Company or of any related entity, and any officer or director thereof (including directors who are not employees of the Company or any related entity). Unless otherwise determined by the Committee in its sole discretion, for purposes of the Plan, an Eligible Person shall be considered to have terminated employment and to have ceased to be an Eligible Person if his or her employer ceases to be a related entity of the Company, even if he or she continues to be employed by such employer.

     (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

     (k) “Fair Market Value” shall mean, with respect to any property, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

     (l) “Non-Employee Director” shall have the meaning set forth in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under the Exchange Act or any successor definition adopted by the Securities and Exchange Commission.

     (m) “Option” shall mean any right granted to a Participant under Section 6 hereof allowing such Participant to purchase Units at such price or prices and during such period or periods as the Committee shall determine.

     (n) “Other Unit Award” shall mean any right granted to a Participant by the Committee pursuant to Section 10 hereof.

     (o) “Participant” shall mean an Eligible Person who is selected by the Committee to receive an Award under the Plan.

     (p) “Performance Award” shall mean any Award of Performance Units pursuant to Section 9 hereof.

     (q) “Performance Period” shall mean that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.

     (r) “Performance Unit” shall mean any grant pursuant to Section 9 hereof of a unit valued by reference to a designated number of Units or other property, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Units, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

     (s) “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, limited liability company, other entity or government or political subdivision thereof.

     (t) “Restricted Unit” shall mean any Unit issued with the restriction that the holder may not sell, transfer, pledge, or assign such Unit and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Unit, and the right to receive any cash distributions) which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

     (u) “Restricted Unit Award” shall mean an award of Restricted Unit under Section 8 hereof.

     (v) “Unit” shall mean a unit of limited partnership interest of the Company.

     (w) “Unit Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 hereof to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Unit on the date of exercise or, if the Committee shall so determine, at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which (other than in the case of substitute awards which shall have the same prices as the original awards) shall not be less than the Fair Market Value of one Unit on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Units, other property or any combination thereof, as the Committee, in its sole discretion, shall determine.

SECTION 3. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (a) select the Eligible Persons to whom Awards may from time to time be granted hereunder; (b) determine the type or types of Award to be granted to each Participant hereunder; (c) determine the number of Units to be covered by each Award granted hereunder; (d) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder; (e) determine whether, to what extent and under what circumstances Awards may be settled in cash, Units or other property or canceled or suspended; (f) determine whether, to what extent and under what circumstances cash, Units and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant; (g) interpret and administer the Plan and any instrument or agreement entered into under the Plan, (h) establish such rules and regulations and appoint such

agents as it shall deem appropriate for the proper administration of the Plan; and (i) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. Decisions of the Committee shall be final, conclusive and binding upon all persons including the Company, any Participant, any unitholder, and any Eligible Person of the Company or of any Affiliate. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

SECTION 4. DURATION OF, AND UNITS SUBJECT TO PLAN.

     (a) TERM. Subject to the provisions of Section 15 below, the Plan shall remain in effect for 10 years after the Effective Date.

     (b) UNITS SUBJECT TO THE PLAN. The maximum number of Units with respect to which Awards may be granted under the Plan, subject to adjustment as provided in Section 4(c) of the Plan, is 4,830,000 Units. Notwithstanding the foregoing, no Participant may be granted Awards in any one calendar year with respect to more than two-hundred thousand (200,000) Units, except that the foregoing limitation shall not apply to Awards contemplated by the restructuring of CFMC’s executive compensation as described in the Company’s proxy statement dated July 26, 2000 for the Special Meeting of Unitholders called to be held August 25, 2000.

For the purpose of computing the total number of Units available for Awards under the Plan, there shall be counted against the foregoing limitations the number of Units subject to issuance upon exercise or settlement of Awards as of the dates on which such Awards are granted. The Units which were previously subject to Awards shall again be available for Awards under the Plan if any such Awards are forfeited, terminated, unexercised at the time of expiration, settled in cash or exchanged for other Awards (to the extent of such forfeiture or expiration of such Awards), or if the Units subject thereto can otherwise no longer be issued. Further, any Units which are used as full or partial payment to the Company by a Participant of the purchase price upon exercise of a Unit Option shall again be available for Awards under the Plan.

Units which may be issued under the Plan may be either authorized and unissued Units or issued Units which have been reacquired by Cedar Fair. No fractional Units shall be issued under the Plan.

     (c) CHANGES IN UNITS. In the event of any merger, reorganization, consolidation, recapitalization, unit dividend, unit split, reverse unit split, spin off or similar transaction or other change in legal structure affecting the Units, such adjustments and other substitutions shall be made to the Plan and to Awards as the Committee in its sole discretion deems equitable or appropriate, including without limitation such adjustments in the aggregate number, class, and kind of Units which may be delivered under the Plan, in the aggregate or to any one Participant, in the number, class, kind, and option or exercise price of Units subject to outstanding Options, Unit Appreciation Rights or other Awards granted under the Plan, and in the number, class and kind of Units subject to Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion, provided that the number of Units or other securities subject to any Award shall always be a whole number.

SECTION 5. ELIGIBILITY. Any Eligible Person shall be eligible to be selected as a Participant, except that any member of the Committee shall not participate in his own selection as a Participant, or in the grant of any Award to such member of the Committee.

SECTION 6. UNIT OPTIONS. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan shall be evidenced by an Award Agreement in such form as the Committee may from time to time approve. Any such Option shall be subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable:

     (a) OPTION PRICE. The purchase price per Unit purchasable under an Option shall be determined by the Committee in its sole discretion; provided that, subject to the next succeeding proviso, such purchase price shall not be less than the Fair Market Value of the Unit on the date of the grant of the Option; and provided, further, that the Committee in its sole discretion, may determine at the time of grant of an Option that the purchase price shall be reduced prior to the exercise of the Option (but in no event to less than zero) by an amount equal to the cash distributions per Unit made by the Company on its issued and outstanding Units when and as such cash distributions are made by the Company.

     (b) OPTION PERIOD. The term of each Option shall be fixed by the Committee in its sole discretion.

     (c) EXERCISABILITY. Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant.

     (d) METHOD OF EXERCISE. Subject to the other provisions of the Plan and any applicable Award Agreement, any Option may be exercised by the Participant in whole or in part at such time or times, and the Participant may make payment of the option price in such form or forms, including, without limitation, payment by delivery of cash, Units or other consideration (including, where permitted by law and the Committee, Awards, including Awards other than the Option then being exercised) having a Fair Market Value on the exercise date equal to the total option price, or by any combination of cash, Units, and other consideration as the Committee may specify in the applicable Award Agreement.

SECTION 7. UNIT APPRECIATION RIGHTS. Unit Appreciation Rights may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan and may, but need not, relate to a specific Option granted under Section 6. The provisions of Unit Appreciation Rights need not be the same with respect to each recipient. Any Unit Appreciation Right related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option. In the case of any Unit Appreciation Right related to any Option, the Unit Appreciation Right or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Unit Appreciation Right granted with respect to less than the full number of Units covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Units not covered by the Unit Appreciation Right. Any Option related to any Unit Appreciation Right shall no longer be exercisable to the extent the related

Unit Appreciation Right has been exercised. The Committee may impose such conditions or restrictions on the exercise of any Unit Appreciation Right as it shall deem appropriate.

SECTION 8. RESTRICTED UNITS.

     (a) ISSUANCE. Restricted Unit Awards may be issued hereunder to Participants, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The provisions of Restricted Unit Awards need not be the same with respect to each recipient.

     (b) REGISTRATION. Any Restricted Units issued hereunder may be evidenced in such manner as the Committee in its sole discretion shall deem appropriate, including, without limitation, book-entry registration or issuance of a unit certificate or certificates. In the event any unit certificate is issued in respect of Restricted Units awarded under the Plan, such certificate shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award.

     (c) FORFEITURE. Except as otherwise determined by the Committee at the time of grant, upon termination of employment for any reason during the restriction period, all Restricted Units still subject to restriction shall be forfeited by the Participant and reacquired by the Company; provided that, in the event of a Participant’s retirement, permanent disability, other termination of employment or death, or in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant’s Restricted Units. Unrestricted Units, evidenced in such manner as the Committee shall deem appropriate, shall be issued to the grantee promptly after the expiration of the period of forfeiture, as determined or modified by the Committee.

SECTION 9. PERFORMANCE AWARDS. Performance Awards may be issued hereunder to Participants, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. Except as provided in Section 11, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Units, other property or any combination thereof, in the sole discretion of the Committee at the time of payment. The performance levels to be achieved for each Performance Period and the amount of the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period.

SECTION 10. OTHER UNIT AWARDS.

     (a) UNITS AND ADMINISTRATION. Other Awards of Units and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Units or other property (“Other Unit Awards”) may be granted hereunder to Participants, either alone or in addition to other Awards granted under the Plan. Other Unit Awards may be paid in Units, other securities of the Company, cash or any other form of property as the Committee shall determine. Subject

to the provisions of the Plan, the Committee shall have sole and complete authority to determine the Eligible Persons to whom and the time or times at which such Awards shall be made, the number of Units to be granted pursuant to such Awards, and all other conditions of the Awards. The provisions of Other Unit Awards need not be the same with respect to each recipient.

     (b) TERMS AND CONDITIONS. Units (including securities convertible into Units) granted under this Section 10 may be issued for no cash consideration or for such minimum consideration as may be required by applicable law; Units (including securities convertible into Units) purchased pursuant to a purchase right awarded under this Section 10 shall be purchased for such consideration as the Committee shall in its sole discretion determine, which shall not be less than the Fair Market Value of such Units or other securities as of the date such purchase right is awarded.

SECTION 11. CHANGE IN CONTROL PROVISIONS.

     (a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the contrary unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change in Control:

(i) Any Options and Unit Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant.

(ii) The restrictions and deferral limitations applicable to any Restricted Unit shall lapse, and such Restricted Unit shall become free of all restrictions and limitations and become fully vested and transferable to the full extent of the original grant.

(iii) All Performance Awards shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed.

(iv) The restrictions and deferral limitations and other conditions applicable to any Other Unit Awards or any other Awards shall lapse, and such Other Unit Awards or such other Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

     (b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall determine at or at any time after, the time of grant, a Participant holding an Option shall have the right, whether or not the Option is fully exercisable and in lieu of the payment of the purchase price for the Units being purchased under the Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per Unit on the date of such election shall exceed the purchase price per Unit under the Option (the “Spread”) multiplied by the number of Units granted under the Option as to which the right granted under this Section 11(b) shall have been exercised.

     (c) Notwithstanding any other provision of this Plan, if any right granted pursuant to this Plan would make a Change in Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that (after giving effect to any other actions taken to cause such transaction to be eligible for such pooling-of-interests accounting treatment) but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Units with a Fair Market Value equal to the cash that would otherwise be payable pursuant thereto.

SECTION 12. AMENDMENTS AND TERMINATION.

The Board may amend, alter or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made that would impair the rights of an optionee or Participant under an Award theretofore granted, without the optionee’s or Participant’s consent. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any Participant without his consent.

SECTION 13. GENERAL PROVISIONS.

     (a) Unless the Committee determines otherwise at the time the Award is granted, no Award, and no Units subject to Awards described in Section 10 which have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent and distribution; provided that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each Award shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.

     (b) The term of each Award shall be for such period of months or years from the date of its grant as may be determined by the Committee.

     (c) No Eligible Person shall have any claim to be granted any Award under the Plan and there is no obligation for uniformity of treatment of Eligible Persons under the Plan.

     (d) The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument evidencing the Award and delivered a fully executed copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.

     (e) The Committee shall be authorized to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event the Company shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of another corporation or business entity, the Committee may, in its

discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.

     (f) The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if the Participant, without the consent of the Committee while employed by the Company or after termination of such employment, becomes associated with, employed by, renders services to or owns any interest in (other than any nonsubstantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee.

     (g) All certificates for Units delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Units are then listed, and any applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

     (h) The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award (including, without limitation, any deferred Award) may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, interest or distributions, or interest or distribution equivalents, with respect to the number of Units covered by the Award, as determined by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Units or otherwise reinvested.

     (i) Except as otherwise required in any applicable Award Agreement or by the terms of the Plan, recipients of Awards under the Plan shall not be required to make any payment or provide consideration more than the rendering of services.

     (j) The Company shall be authorized to withhold from any Award granted or payment due under the Plan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee shall be authorized to establish procedures for election by Participants to satisfy such withholding taxes by delivery of, or directing the Company to retain, Units.

     (k) Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to unitholder approval if such approval is otherwise required; and such arrangements may be either generally applicable or applicable only in specific cases.

     (l) The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law.

     (m) If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without in the determination of the Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.

     (n) Awards may be granted to Eligible Persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Eligible Persons on assignments outside their home country.

SECTION 14. EFFECTIVE DATE OF PLAN. The Plan shall be effective on January 1, 2000, subject to approval of the Plan by the Company’s Unitholders (the “Effective Date”). Awards made under the Plan prior to approval of the Plan by the Company’s Unitholders shall be contingent on such approval and, in the event that the Company’s Unitholders fail to approve the Plan, shall be null and void.

SECTION 15. TERM OF PLAN. No Award shall be granted pursuant to the Plan after 10 years from the Effective Date, but any Award theretofore granted may extend beyond that date.

EX-10.3

EXHIBIT 10.3

CEDAR FAIR, L.P.,
2000 SENIOR EXECUTIVE MANAGEMENT INCENTIVE PLAN

1. Purpose

     The purpose of the Cedar Fair, L.P., 2000 Senior Executive Management Incentive Plan is to provide certain employees of Cedar Fair, L.P., including without limitation its subsidiaries (collectively, the “Company”) with incentive compensation based on the achievement of financial, business, and other performance criteria. To achieve this purpose, the Plan provides for the authority to grant Cash Incentive Awards.

2. Definitions

     As used in the Plan, the following terms shall have the meanings set forth below:

     (a) “Award Target” - This term has the meaning given to it in Section 6.

     (b) “Board ” - The Board of Directors of Cedar Fair Management Company (“CFMC”).

     (c) “Cash Incentive Award” - This term has the meaning given to it in Section 6.

     (d) “Change in Control” - A “Change in Control” will be deemed to occur if at any time after the date of the adoption of this Plan:

(i) any Acquiring Person (other than (A) the Company or any related entity, (B) any employee benefit plan of the Company or any related entity or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (C) any person who, on the date of the adoption of this Plan, is an Affiliate of the Company and owning in excess of ten percent (10%) of the outstanding Units of the Company and the respective successors, executors, legal representatives, heirs, and legal assigns of such person), alone or together with its Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of twenty-five percent (25%) or more of the Units then outstanding (except pursuant to an offer for all outstanding Units of the Company at a price and upon such terms and conditions as a majority of the Continuing Directors determine to be in the best interests of the Company and its unitholders (other than the Acquiring Person or any Affiliate or Associate thereof on whose behalf the offer is being made));

(ii) the Company files a report or proxy statement with the SEC pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 6(e) of Schedule 14A thereunder that a Change in Control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction;

(iii) the Company is merged with or into, is consolidated with, or becomes the subsidiary of another entity and immediately after giving effect to that transaction, less than 45% of the then outstanding voting securities of the surviving or resulting entity or (if the Company becomes a subsidiary in the transaction) of the ultimate parent of the Company represent or were issued in exchange for voting securities of the Company outstanding immediately prior to the transaction;

(iv) all or substantially all of the assets of the Company are leased, sold, transferred or otherwise disposed of in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

(v) CFMC ceases to be the sole managing general partner of the Company, except with the prior affirmative vote or approval of holders of shares of CFMC entitling them to exercise a majority of the voting power of CFMC in the election of directors.

(1) “Acquiring Person” means any person (any individual, firm, corporation or other entity) who or which, together with all Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of twenty-five percent (25%) or more of the Units then outstanding.

(2) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(3) “Continuing Director” means any person who was a member of the Board on the Effective Date of the Plan or thereafter elected to the Board or appointed by the Board prior to the date as of which the Acquiring Person (other than an Acquiring Person described in clauses (A), (B), or (C) of paragraph (i) of the definition of “Change in Control”) became the owner of more than ten percent (10%) of the outstanding Units of the Company, or a person designated (before his initial election or employment as a director) as a Continuing Director by three-fourths of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors.

(4) “Whole Board” means the total number of directors which the Board would have if there were no vacancies.

     (d) “Code” - The Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

     (e) “Committee” - The Compensation Committee of the Board, or any other committee or designee of the Board that the Board authorizes to administer this Plan.

     (f) “Company” - Cedar Fair, L.P., a Delaware limited partnership.

     (g) “Company Performance Measures” - This term has the meaning given to it in Section 6.

     (h) “Exchange Act” - Securities Exchange Act of 1934, and any law that supersedes or replaces it, as amended from time to time.

     (i) “Participant” - Any person to whom a Cash Incentive Award has been granted under this Plan.

3. Eligibility

     All key employees of the Company and its related entities shall be eligible to receive Cash Incentive Awards.

4. Administration

     (a) Committee. Subject to Section 4(b), this Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the eligible employees who will receive Cash Incentive Awards, (ii) determine the types of Cash Incentive Awards to be granted, (iii) determine the terms, conditions, performance periods (which may be a full fiscal year or a longer or shorter period of time), and restrictions applicable to the Cash Incentive Awards, (iv) prescribe the forms of any notices, agreements, or other instruments relating to the Cash Incentive Awards, (vi) grant the Cash Incentive Awards, (vi) adopt, alter, and repeal rules governing this Plan, (viii) interpret the terms and provisions of the Plan and any Cash Incentive Awards granted under this Plan, and (ix) otherwise supervise the administration of this Plan. All decisions by the Committee will be made with the approval of not less than a majority of its members.

     (b) Delegation. The Committee may delegate any of its authority to any other person or persons that it deems appropriate.

     (c) Decisions Final. All decisions by the Committee, and by any other person or persons to whom the Committee has delegated authority, will be final and binding on all persons.

     (d) Expenses. The expenses of the administration of the Plan shall be borne by the Company and its related entities.

5. Adjustment of Cash Incentive Awards

     In its sole discretion, the Committee may, but is not required to, make an adjustment in a Participant’s Cash Incentive Award to take into account: (i) acquisitions and investments closed or completed during the applicable performance period that were not already taken into account in the Participant’s Cash Incentive Award for such period; (ii) the effect of any major change in accounting principles during the applicable performance period; and/or (iii) the effect of any major reorganization within the Company during the applicable performance period.

6. Cash Incentive Award

     A Cash Incentive Award is payable in cash and is contingent upon the achievement of performance measures established by the Committee for the Participant. Each Participant to whom a Cash Incentive Award is granted is paid a base salary designed to be competitive in the marketplace, with the salary level determined by the Committee. The target amount of the Cash Incentive Award for each Participant shall be fifty percent (50%) of the Participant’s base salary for the performance period, subject to adjustment as provided in this Section 6 (the “Award Target”). Prior to the commencement of the performance period, the Committee shall determine reasonable performance measures (with such multiple levels of performance and such relative weights as the Committee may determine and which may or may not be readily quantifiable) for the performance period for each Participant in the Plan, which may be the same as or different from the performance measures established by the Committee for other Participants and may include individual performance measures that are specific to that Participant and/or performance measures determined on a Company, business unit, management function or other basis, in such combination as the Committee determines to be reasonable under the circumstances.

     A performance period may be equal to, more than, or less than a full fiscal year, but in no event less than one fiscal quarter. The individual Participant’s actual Cash Incentive Award payout for the applicable performance period will be determined by the extent to which the Participant’s individual performance measures are achieved for the applicable performance period, as adjusted to reflect the relative weights determined by the Committee for the respective performance measures. In its discretion based on factors it deems relevant, the Committee may adjust a Participant’s actual Cash Incentive Award payout for a performance period up or down from the payout the Participant would receive based on achievement of performance measures, but, except as provided in the next paragraph of this Section 6, in no event may any upward adjustment result in a Cash Incentive Award in excess of the Award Target.

     Notwithstanding the foregoing, if the performance measures applicable to a Participant for the applicable performance period are achieved at a level greater than that which, subject to the Committee’s discretion in adjusting Cash Incentive Awards as provided in the immediately preceding sentence, would entitle the Participant to receive a Cash Incentive Award at the Award Target, the Committee, in its discretion based on factors it deems relevant, may increase the Participant’s Cash Incentive Award for the applicable performance period to an amount not in excess of 150% of the Award Target. In addition, and notwithstanding any other provisions of this Section 6, (a) no amounts shall be payable under this Plan to a Participant if none of the Participant’s performance measures for the applicable performance period are met and (b) the aggregate amount of all Cash Incentive Awards paid for the applicable performance period shall not exceed the limits, if any, imposed on the payment of cash bonuses under the Company’s Third Amended and Restated Agreement of Limited Partnership, as heretofore or hereafter amended or restated.

7. Deferral of Payment

     The Committee may, in its discretion, permit Participants to defer the payment of some or all of their Cash Incentive Awards, as well as other compensation or fees, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the Code.

8. Taxes Associated with Cash Incentive Award

     Prior to the payment of a Cash Incentive Award, the Company may withhold, or require a Participant to remit to the Company, an amount sufficient to pay any federal, state, and local taxes associated with the Cash Incentive Award.

9. Termination of Employment

     If the employment of a Participant terminates for any reason, all deferred and unpaid Cash Incentive Awards may be exercisable or paid only in accordance with rules established by the Committee.

10. Termination of Cash Incentive Awards under Certain Conditions

     The Committee may cancel any unpaid or deferred Cash Incentive Award at any time if the Participant is not in compliance with all applicable provisions of this Plan or with the terms or conditions of the Cash Incentive Award or if the Participant, without the prior written consent of the Company, engages in any of the following activities:

     (i) Renders services to an organization, or engages in a business, that is, in the sole judgment of the Committee, in competition with the Company.

     (ii) Discloses to anyone outside of the Company, or uses for any purpose other than the Company’s business, any material confidential information or material relating to the Company, whether acquired by the Participant during or after employment with the Company.

     The Committee may, in its discretion and as a condition to the payment of a Cash Incentive Award, require a Participant to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and with the terms and conditions of the Cash Incentive Award and has not engaged in any activities referred to in clauses (i) and (ii) above.

10. Change in Control; Acquisition of the Company

     In the event of a Change in Control of the Company, unless otherwise determined by the Committee, all Cash Incentive Awards will be deemed to have been earned to the extent determined by the Committee.

9. Amendment or Suspension of this Plan; Amendment of Outstanding Cash Incentive Awards

     (a) Amendment or Suspension of this Plan. The Board may amend or suspend this Plan at any time.

     (b) Amendment of Outstanding Cash Incentive Awards. The Committee may, in its discretion, amend the terms of any Cash Incentive Award, prospectively or retroactively, but no such amendment, except as provided in Section 10, may impair the rights of any Participant without his or her consent. The Committee may waive, in whole or in part, any restriction or conditions applicable to, or accelerate the vesting of, any Cash Incentive Award.

10. No Trust

     Neither the Plan nor any Cash Incentive Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and any Participant. To the extent that the Participant acquires a right to receive payments from the Company in respect of any Cash Incentive Award, such rights shall be no greater than the right of any unsecured general creditor of the Company.

11. Nonassignability

     Unless otherwise determined by the Committee, (i) no Cash Incentive Award granted under this Plan may be transferred or assigned by the Participant to whom it is granted other than by will, pursuant to the laws of descent and distribution, or pursuant to a qualified domestic relations order and (ii) a Cash Incentive Award granted under this Plan may be paid, during the Participant’s lifetime, only to the Participant or the Participant’s guardian or legal representative.

12. Governing Law

     The interpretation, validity, and enforcement of this Plan will be governed by the law of the State of Delaware.

13. Rights of Employees

     Nothing in this Plan will confer upon any Participant the right to continued employment by the Company or any of its related entities or limit in any way the Company’s or a related entity’s right to terminate any Participant’s employment at will.

14. Effective and Termination Dates

     (a) Effective Date. This Plan will become effective on the date it is approved by the Board, but with effect from January 1, 2000.

     (b) Termination Date. This Plan will continue in effect until terminated by the Board.

EX-10.5

Exhibit 10.5

Employment Agreement

1. Recitals.

          (a) Cedar Fair, L.P., a publicly traded Delaware limited partnership, is affiliated with several corporations and partnerships including, without limitation, Cedar Fair Management Inc., and Magnum Management Corp., (hereinafter collectively referred to as “Cedar Fair” or the “Company”).

          (b) Cedar Fair Management Inc., an Ohio corporation, manages the day-to-day activities of, and establishes the long-term objectives for, Cedar Fair. The Board of Directors of Cedar Fair Management Inc. (the “Board”) wishes to enter into an employment agreement with, or to cause another affiliate to enter into an employment agreement with, Richard L. Kinzel (the “Executive”) to be effective as of December 1, 2006.

          (c) The Executive has held the position of President and Chief Executive Officer of Cedar Fair since 1986.

          (d) The Board desires to retain the employment of Executive in his present capacity and to assure Cedar Fair of his continued services in this capacity. The Board also desires Executive to remain active with Cedar Fair after the completion of Executive’s employment with Cedar Fair.

          (e) Executive desires to remain in the employment of Cedar Fair in his present capacity, and he is committed to serve and assist Cedar Fair on the terms provided in this Agreement.

          (f) In consideration of the mutual promises contained herein and other good and valuable consideration, the Executive and Cedar Fair have entered into this Agreement.

2. Term of Employment.

               Except as otherwise provided in this Agreement, Cedar Fair and the Executive agree that the Executive will remain in the employ of Cedar Fair until January 2, 2012. The “Term of Employment” shall refer to the period commencing on December 1, 2006 and ending on January 2, 2012; provided, however, that the Company shall have the right to terminate this Agreement at any time, subject to the obligations to provide the benefits and make the payments provided herein. Upon Executive’s termination of employment, Executive will resign all officer positions with all affiliates of the Company.

3. Nature of Duties.

          (a) The Executive agrees to devote his full-time to the business and affairs of Cedar Fair so as to achieve the goals and objectives set by the Board, and to use his best efforts to promote the interests of Cedar Fair and to perform faithfully and efficiently the responsibilities assigned to him in accordance with the terms of this Agreement. Executive further understands that he is governed by a duty of loyalty and fidelity to Cedar Fair by virtue of his position.

          (b) Except as otherwise provided herein, Cedar Fair agrees that it will not, without the Executive’s express written consent, (i) assign to the Executive duties inconsistent with his current position, duties, responsibilities and status with Cedar Fair, (ii) change his titles or offices as currently in effect. As part of a succession planning program at Cedar Fair, effective January 1, 2010, Executive shall relinquish his title of President, if requested by the Board.

4. Board Membership.

          Executive is currently Chairman of the Board of Directors. As part of a succession planning program at Cedar Fair, Executive shall continue to be appointed to Chairman of the Board until December 30, 2011 provided he is elected a member of the Board. Thereafter, Executive will serve as member of the Board for a period of at least three more years provided he is elected to the Board. The Executive shall have the exclusive use of an appropriate office located at Cedar Fair’s headquarters in Sandusky, Ohio and be provided with a secretary.

5. Compensation.

          (a) Base Salary. As compensation for Executive’s services, Cedar Fair shall pay to the Executive during the term of this Agreement an annual salary (“Base Salary”). The Executive’s Base Salary shall be no less than $1,200,000.00 per year and may be adjusted upwards each year in an amount determined by the Board.

          (b) Incentive Compensation. During the Term of Employment, Cedar Fair agrees that Executive will be eligible to participate in the Corporate Officers Incentive Compensation Plan, the Senior Management Incentive Compensation Plan, the Senior Management Long-Term Incentive Compensation Plan and Equity Incentive Plans and any amendments thereto and any new Plan established subsequent to the effective date of this Agreement. Cedar Fair agrees that during the Terms of Employment, Executive shall participate in the various incentive plans on terms no less favorable then provided other senior managers and/or officers of Cedar Fair.

6. Fringe Benefits.

          The fringe benefit plans and other benefit programs currently maintained and provided by Cedar Fair in which the Executive will be eligible to participate upon the execution of this Agreement are listed in Schedule A hereto. Cedar Fair agrees that Executive shall be eligible to participate in the fringe benefit plans and other benefit programs on terms no less favorable than provided other senior managers and/or officers of Cedar Fair.

7. Business Expenses and Perquisites.

          Reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder shall be reimbursed by Cedar Fair in accordance with Cedar Fair’s policies as in effect from time to time.

8. Termination by Cedar Fair Other Than for Cause.

          (a) If Cedar Fair shall terminate the Executive’s employment prior to January 2, 2012, other than pursuant to Section 11 hereof, then Cedar Fair shall pay to the Executive in a lump sum on the twentieth business day following the Date of Termination, the following amounts:

(i) The Executive’s Base Compensation Salary through the Date of Termination; and

(ii) In lieu of any further Base Salary payments for periods subsequent to the Date of Termination, an amount equal to the present value of Executive’s Base Salary that Executive would have received had he remained employed with Cedar Fair through the Term of Employment (determined at the rate of pay in effect upon the date of Executive’s termination of employment); and

(iii) In lieu of any further Incentive Compensation provided pursuant to any equity or Incentive Compensation Plan in effect, an amount equal to the present value of Incentive Compensation that Executive would have received had he remained employed through the Term of Employment. For purposes of this provision, in calculating the amount of Incentive Compensation Executive would have received, the weighted average Incentive Compensation received by Executive over the three years preceding termination of employment shall be multiplied by the number of years (or prorations thereof) remaining from the Date of Termination through January 2, 2012; and

(iv) Executive shall become immediately vested in any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities of Cedar Fair issued to Executive, pursuant to the 2000 Equity Incentive Plan, the 2002 Long Term Plan or any amendment thereto, or any new Plan established subsequent to the effective date of this Agreement, and shall be entitled to exercise any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities, at any time on or before March 1, 2012; and

(v) Executive and his spouse shall be provided with lifetime health care coverage and life insurance as specified in Paragraphs 9 and 13.

          (b) Notwithstanding the foregoing provisions of this Paragraph 8(a), in the event Executive is a “specified employee” (as that term is defined under Internal Revenue Code (“Code”) Section 409A at the time his employment is terminated), no payments hereunder may be made, or benefits conferred, prior to six months after the date of “separation from service” (as that term is defined under Code Section 409A, but this provision shall be effective only to the extent that such payment or provision of benefits would be taxable under Code Section 409A.

          (c) The payment of any amounts or provision of any benefits under this Paragraph 8 are conditioned upon the execution and non-revocation of a separation agreement and release in a form mutually acceptable to Executive and the Company.

9. Termination Upon Executive’s Death.

          In the event of Executive’s death, this Agreement shall terminate and Cedar Fair shall pay to Executive’s estate any compensation and benefits earned but not so yet paid as of the date of Executive’s death. Cedar Fair, at its expense, shall in addition to any other life insurance currently provided to Executive, shall purchase a two million dollar term life insurance policy on the life of the Executive and permit him to designate the beneficiary. The term life insurance shall remain in effect until July 23, 2018 regardless of whether Executive is actively employed. In addition, Executive and/or his estate shall be entitled to the benefits provided in Paragraph 8(a)(iv) and (v). All other benefits and compensation shall cease upon Executive’s death.

10. Termination for Disability.

          Cedar Fair may terminate this Agreement for “Disability” if the Executive is “Disabled.” For purposes of this Agreement, the Executive shall be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with Cedar Fair on a full-time basis for a period of six (6) consecutive months and a physician selected by Cedar Fair with the consent of the Executive is of the opinion that the Executive is suffering from “Total Disability” as defined in any disability insurance program maintained by Cedar Fair. Any termination of employment pursuant to the provision shall be deemed a termination by Cedar Fair other than for cause as set forth in Paragraph 8 and Executive shall be entitled to compensation and benefits as provided therein. Monetary payments received by Executive from any long term or short term disability plan maintained by Cedar Point shall be used to reduce any salary or Incentive Compensation payments made by Cedar Fair pursuant to this Agreement.

11. Termination for Cause.

          (a) Cedar Fair may terminate the Executive’s employment for Cause. For the purposes of this Agreement, “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to a felony or a crime of moral turpitude; (ii) upon the willful and continued failure by the Executive to substantially perform his duties with Cedar Fair which failure results in material injury or damage, including damage to the reputation of Cedar Fair; (iii) the failure of Executive to comply with the provisions of Paragraph 14 and 15 hereof; (iv) intentional theft or embezzlement from Cedar Fair; (v) the commission of a fraudulent act or practice by the Executive affecting Cedar Fair; (vi) an act of gross negligence or gross misconduct that relates to the affairs of Cedar Point; or (vii) violation of the Company’s policies or procedures relating to discrimination or harassment in the workplace. Notwithstanding the foregoing, the Executive’s employment shall not be deemed to have been terminated for cause if this termination took place as a result of (i) any act or omission the Executive reasonably and in good faith believed to have been in or not opposed to the best interests of Cedar Fair; or (ii) any act or omission in respect of which a determination be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Regulation

Laws of Cedar Fair or the laws of the State of Ohio, in each case as in effect at the time of such act or omission. Further, Executive shall not be deemed to have been terminated for cause without reasonable written notice (“Cause Notice”) to the Executive, which notice shall specify the grounds for the Board’s decision.

          (b) If the Executive’s employment shall be terminated for Cause, Cedar Fair shall pay the Executive his Base Compensation through the Date of Termination and all Incentive Compensation earned but not as yet paid as of the Date of Termination. Cedar Fair shall have no further obligations to the Executive under this Agreement.

12. Other Benefits Upon Termination.

          Unless the Executive is terminated for Cause, Executive shall receive and be eligible to participate, until January 2, 2012, in the Plans, fringe benefits and other benefit programs on terms no less favorable than provided to other senior managers and officers of Cedar Fair. In the event that participation in any such Plan, fringe benefits or other benefit programs is barred, Cedar Fair shall arrange to provide the Executive with benefits substantially similar to those which he otherwise would have received had he remained employed through the Term of Employment.

13. Retirement.

          In addition to any other benefits provided to a retired employee including but not limited to severance and his normal and supplemental retirement benefits, Executive and his spouse shall receive, at Cedar Fair’s expense, lifetime health coverage benefits as a supplement to Medicare. Any expense for the Medicare coverage shall be reimbursed to Executive and/or his spouse. The combined Medicare and Cedar Fair supplemental coverage shall be substantially similar to coverage provided to active employees of Cedar Fair. Executive, upon his retirement, shall also become immediately vested in any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities issued pursuant to the 2000 Equity Incentive Plan, the 2002 Long Term Plan or any amendment thereto or any new Plan in effect at the time of his retirement.

14. Disclosure of Information.

          (a) The Executive acknowledges that it is the policy of Company to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Execute pursuant to this Agreement are special and unique, and that by reason of his employment by the Company after the effective date, the Executive will acquire, or may have acquired, Confidential Information. The Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company, free of any rights of the Executive, and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive’s employment with the Company pursuant to this Agreement, the Executive agrees that at all times from after the effective date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than the Company) any Confidential Information, except as specifically required in the performance of his duties hereunder, without the prior written consent of the Company, except to the extent that

(i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 14 or by any other executive officer of the Company subject to confidentiality obligations, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than the Company, or its executive officers or advisors; provided, that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided, that in such case, the Executive shall (a) give the Company the earliest notice possible that such disclosure is or may be required and (b) cooperate with the Company, at the Company’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 14 shall survive any termination of this Agreement. During the Term of Employment the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and will not be retained by the Executive or furnished to any person, either by sample, facsimile film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 14 are reasonably necessary to protect the proprietary rights of the Company in the Confidential Information and its trade secrets, goodwill and reputation.

          (b) For purposes hereof, the term “Confidential Information” means all information developed or used by the Company relating to the Business (as herein defined), operations, employees, customers, suppliers and distributors of the Company, including, but not limited to, customer lists, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements and any strategic plan, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of the Company and all trademarks, copyrights and patents, and applications therefore, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term “Confidential Information” also includes any other information heretofore or hereafter acquired by the Company and deemed by it to be confidential. For purposes of this Agreement, the term “Business” shall mean (a) the business of amusement and water parks, (b) leisure theme parks, (c) any other business engaged in or being developed (including production of materials used in the Company’s businesses) by the Company, or being considered by the Company, at the time of the Executive’s termination, and (d) any joint venture, partnership or agency arrangements relating to the businesses described in (a) through (c) above.

          (c) Return of Company Property. The Executive agrees that following the termination of his employment for any reason, he shall return all property of the Company, its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts,

agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to the Executive.

          (d) Inventions. Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with the Company, which may be directly or indirectly useful in, or relate to, the Business of the Company, shall be promptly and fully disclosed by the Executive to the Board of Directors of the Company, and shall be the Company’s exclusive property as opposed to the Executive. The Executive shall promptly deliver to the Board of Directors of the Company all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to the Company and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Company of any and all such inventions as contemplated by this Section 14. The Executive shall, upon the Company’s request and without any payment therefore, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to such inventions as are to be in the Company’s exclusive property as against the Executive under this Section 14 or to vest in the Company title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by the Company.

15. Non-Competition.

          (a) The Executive agrees that, during the Employment Term and during any period in which the Executive is receiving benefits from Cedar Fair or if longer, for a period of 24 months following the date of termination by the Executive of his employment with the Company for any reason (the “Noncompetition Period”) the Executive will not (A) directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid, consult, advise, or assist anyone else in the conduct of, any entity or business (i) in which 10% or more of whose annual revenues are derived from a Business as defined above and (ii) which conducts business in any locality or region of the United States, Canada, Mexico, Europe, or Asia (whether or not such competing entity or business is physically located in the United States, Canada, Mexico, Europe, or Asia), where Business is being conducted by the Company on the date the Executive’s employment is terminated hereunder and in each and every area where the Company intends to conduct such Business as it expresses such intent in the written strategic plan developed by the Company as of the date the Executive’s employment is terminated hereunder and (B) either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an Executive of the Company, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the services of the type provided by, or orders for business or services similar to those provided by, the Company from any person, company, firm or other entity who is, or has at any time within two years prior to the date of such action been, a customer or supplier of the Company; provided, that the restrictions of clause (ii) of this sentence shall also apply to any person, company, firm or

other entity with whom the Company is specifically seeking to develop a relationship as a customer or supplier of the Company at the date of such action. Notwithstanding the forgoing, the Executive’s ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 15 (a) above.

          (b) The Executive agrees that, at all times from after the Effective Date, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an Executive of the Company (i) seek to persuade any employee of the Company to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within 12 months following the date of cessation of employment of such person with the Company, in any locality or region of the United States, Canada or Mexico and in each and every other area where the Company conducts its Business.

          (c) The Executive expressly agrees and understands that the remedy at law for any breach by him of paragraphs 14 and 15 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of a violation by the Executive of any provision of paragraphs 14 and 15, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in these paragraphs 14 and 15 shall be deemed to limit the Company’s remedies at law or in equity for any breach by the Executive of any of the provisions of paragraphs 14 and 15 which may be pursued or availed of by the Company.

          (d) The Executive has carefully considered the nature and extent of the restrictions upon the Executive and the rights and remedies conferred upon the Company under paragraphs 14 and 15, and hereby acknowledges and agrees that the same are reasonable in time and territory, are intended to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the business interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.

16. Termination by Executive.

          Except for Paragraphs 13, 14, and 15, in the event Executive voluntary resigns his employment prior to the end of Term of Employment, this Agreement shall become null and void.

17. Successors, Binding Agreement.

          Cedar Fair will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Cedar Fair, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Cedar Fair would be required to perform it if no such succession had taken place. Failure of Cedar Fair to obtain such agreement prior to the effectiveness of any such succession shall be a

breach of this Agreement and shall entitle the Executive to compensation and benefits from Cedar Fair in the same amount and on the same terms as would apply if the Executive was terminated other than for cause.

18. Amendment or Modification; Conflicts.

          No provisions of this Agreement may be amended modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board. This Agreement shall supersede and replace the June 1, 2003 employment agreement between Executive and Cedar Fair. In the event there is any conflict or ambiguity between any term or condition set forth in this Agreement and any term or condition set forth in any Plan, Incentive Compensation Plan or Program, Equity Incentive Plan or Award, Retirement Plan, Supplemental Retirement Plan, Severance Plan, Award Agreement, Fringe Benefit Plan or any other written document, the terms and conditions of this Agreement shall supersede and control except to the extent that any other plan or program provides Executive with additional or enhanced benefits or compensation; provided, however, that this provision shall not be construed to permit the change, amendment, or interpretation of any plan or program described herein, to the extent such change, amendment, or interpretation would create or cause a violation of any Federal or state law or regulation including, but not limited to, the Code, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act, or the Securities Exchange Act of 1934.

19. Right to Amend or Terminate Plans or Programs.

          Nothing in this Agreement shall be construed to prevent or otherwise inhibit the right of the Company to alter, amend, discontinue, or terminate any plan, program, fringe benefit, or perquisite hereunder, provided that any such action is of general application to all similarly situated executives and is not specific to Executive.

20. Arbitration

          (a) The Executive and Cedar Fair agree that any dispute, claim or controversy arising out of or relating to this Agreement, including but not limited to claims of employment discrimination and/or claims over whether the Executive’s employment was terminated for “Cause,” except as set forth in Subsection 20(f) below, shall be settled by final and binding arbitration, and judgment upon the award of the Arbitration panel may be entered and enforced in any federal or state court having jurisdiction over the parties. The Executive expressly acknowledges that this agreement to arbitrate applies without limitation to any claims of unlawful discrimination, harassment, retaliation, wrongful discharge, constructive discharge, claims related to the payment of wages or benefits, contract claims and tort claims under federal, state or local law. By agreeing to submit any and all claims (except as set forth in Subsection 20(f) below) to arbitration, the Executive and Cedar Fair expressly waive any right that they may have to resolve such claims through any other means, including a jury trial or court trial.

          (b) Arbitration shall be conducted by a panel of three (3) arbitrators in accordance with the Arbitration rules of the American Arbitration Association (“AAA”). Within twenty (20) days after notice from one party to the other of the notifying party’s election to arbitrate, each party shall select one (1) arbitrator. Within twenty (20) days after the selection of the two (2) arbitrators by the parties, said arbitrators shall in turn select a third arbitrator. If the two

arbitrators cannot agree upon the selection of a third arbitrator, the parties agree that the third arbitrator shall be appointed by the AAA.

          (c) Both parties shall be entitled to representation by individuals of their choice and to written information directly relevant to the arbitration of their claims. Each party will be entitled to take three depositions, not including any depositions necessary to perpetuate the testimony of unavailable witnesses. The arbitrator panel shall have authority to award any remedy or relief that an Ohio or federal court in Ohio could grant in conformity with applicable law on the basis of the claims actually made in the arbitration. The arbitration panel shall not have the authority either to abridge or change substantive rights available under existing law. Should the Executive prevail in arbitration, Cedar Fair shall reimburse the Executive for reasonable costs, expenses and attorney’s fees incurred by Executive. The arbitration panel shall issue a written award listing the issues submitted by the parties, together with a succinct explanation of the manner in which the panel resolved or decided the issues. The costs of the arbitration panel shall be paid by Cedar Fair.

          (d) All arbitration proceedings, including the arbitration panel’s decision and award, shall be confidential. Neither party shall disclose any information or evidence adduced by the other in the arbitration proceedings, or the panel’s award except (i) to the extent that the parties agree otherwise in writing; (ii) as may be appropriate in any subsequent proceedings between the parties such as to enforce the arbitration award; or (iii) as may otherwise be compelled by law.

          (e) The terms of this arbitration procedure are severable. The invalidity or unenforceability of any provisions herein shall not affect the application of any other provisions. Where possible, consistent with the procedure, any otherwise invalid provision of the procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce, vacate or confirm proceedings, awards, orders of the arbitration panel or settlements under the procedure.

          (f) The parties agree and acknowledge that the promises and agreements set forth in Sections 14 (Disclosure of Information) and 15 (Non-Competition) of this Agreement shall not be subject to the arbitration provisions set forth herein in Section 20, but rather such claims may be brought in any federal or state court of competent jurisdiction. Any claims made by the Executive, for workers’ compensation (except retaliation claims), or unemployment benefits are also excepted from the arbitration provisions set forth herein in Section 20.

21. Survival of Certain Provisions.

          The provisions of Paragraphs 14 and 15 shall survive the termination of this Agreement.

22. Captions.

          Captions are not controlling for interpretation of this Agreement.

23. Waiver.

          The Waiver of the enforcement of any provision by a party hereto shall not be construed as the waiver of any other provision of this Agreement.

24. Validity.

          The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio.

25. Counterparts.

          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

CEDAR FAIR L.P.		CEDAR FAIR MANAGEMENT, INC.
By:		By:
	Name, Title		Name, Title
Date:		Date:
MAGNUM MANAGEMENT CORP.
By:
	Name, Title
Date:
Richard L. Kinzel
Date:

EX-10.6

Exhibit 10.6

Employment Agreement

     This Employment Agreement is made on December 1, 2006, by and between Cedar Fair, L.P., a publicly traded Delaware limited partnership, and its affiliate corporations and partnerships including, without limitation, Cedar Fair Management Inc., and Magnum Management Corporation (hereinafter collectively referred to as “Cedar Fair”) and Jacob T. Falfas (the “Executive”).

1. Recitals.

     (a) Cedar Fair Management Inc., an Ohio corporation, manages the day-to-day activities of, and establishes the long-term objectives for, Cedar Fair. The Board of Directors of Cedar Fair Management Inc. (the “Board”) and its Chief Executive Officer wish to enter into an employment agreement with, or to cause another affiliate to enter into an employment agreement with the Executive to be effective as of December 1, 2006.

     (b) Executive desires to remain in the employment of Cedar Fair and Executive is committed to serve and assist Cedar Fair on the terms provided in this Agreement.

     (c) In consideration of the mutual promises contained herein and other good and valuable consideration, the Executive and Cedar Fair have entered into this Agreement.

2. Term of Employment.

     Except as otherwise provided in this Agreement, the term of this Agreement shall be for a period of three (3) years (“Employment Term”) commencing on December 1, 2006 (“Effective Date”). This Agreement shall renew automatically unless one of the parties provides written notice of intent to terminate not less than sixty (60) days prior to the expiration of the Employment Term; provided, however, that Cedar Fair shall have the right to terminate this Agreement at any time, subject to the obligations to provide the benefits and make the payments provided herein. Upon Executive’s termination of employment, Executive will resign all officer positions with all affiliates of Cedar Fair. Should Cedar Fair provide written notice of intent not to renew the Agreement, Executive shall be entitled to salary continuation and health care coverage for a period of one (1) year.

3. Nature of Duties.

     The Executive agrees to devote his entire business time to the affairs of Cedar Fair so as to achieve the goals and objectives set by the Chief Executive Officer and/or the Board, and to use his best efforts to promote the interests of Cedar Fair. Executive further agrees to perform faithfully and efficiently the responsibilities that may be assigned to him from time to time. Executive further understands that he is governed by a duty of loyalty and fidelity to Cedar Fair by virtue of his position.

4. Compensation.

     (a) Base Salary. As compensation for Executive’s services, Cedar Fair shall pay to the Executive during the term of this Agreement an annual salary (“Base Salary”). The Executive’s Base Salary shall be no less than $600,000 per year and may be adjusted each year in an amount determined by the Board.

     (b) Incentive Compensation. During the Employment Term, Executive will be eligible to participate in one or more of Cedar Fair’s Incentive Compensation Plans and Equity Incentive Plans at a level appropriate to Executive’s position as solely determined by Cedar Fair’s Board of Directors.

5. Benefits.

     Cedar Fair agrees that Executive shall be eligible to participate in such vacation, medical, dental, life insurance, 401(k) plan and other benefit plans and programs that Cedar Fair may have or establish from time to time and in which he would be entitled to participate pursuant to the terms of the applicable plan.

6. Business Expenses and Perquisites.

     Reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder shall be reimbursed by Cedar Fair in accordance with Cedar Fair’s policies as in effect from time to time.

7. Termination by Cedar Fair Other Than for Cause.

     (a) If Cedar Fair shall terminate the Executive’s employment other than pursuant to Section 10 hereof, then Cedar Fair shall pay to the Executive, contingent upon Executive signing a full and complete release and waiver of all claims and disputes, the following amounts:

     (i) The Executive’s Base Salary shall be continued for a period of either one (1) year or remaining Employment Term of the Agreement, whichever period of time is longer, payable in accordance with Cedar Fair’s then effective payroll practices; and

     (ii) Executive shall continue to receive medical and dental insurance coverage during the salary continuation period.

     (b) Notwithstanding the foregoing provisions of this Paragraph 7(a), in the event Executive is a “specified employee” (as that term is defined under Internal Revenue Code (“Code”) Section 409A at the time his employment is terminated), no payments hereunder may be made, or benefits conferred, prior to six months after the date of “separation from service” (as that term is defined under Code Section 409A, but this provision shall be effective only to the extent that such payment or provision of benefits would be taxable under Code Section 409A.

     (c) The payment of any amounts or provision of any benefits under this Paragraph 7 are conditioned upon the execution and non-revocation of a separation agreement and release in a form mutually acceptable to Executive and the Company.

     All other benefits provided by Cedar Fair shall end as of the last day of Executive’s active employment.

8. Termination Upon Executive’s Death.

     In the event of Executive’s death, this Agreement shall terminate and Cedar Fair shall pay to Executive’s estate any compensation and benefits earned but not so yet paid as of the date of Executive’s death. Upon Executive’s death, during the Employment Term, Cedar Fair, at its expense, shall continue the health care coverage for Executive’s spouse and eligible dependents.

9. Termination for Disability.

     Cedar Fair may terminate this Agreement for “Disability” if the Executive is “Disabled.” For purposes of this Agreement, the Executive shall be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with Cedar Fair on a full-time basis for a period of six (6) consecutive months. Any termination of employment pursuant to the provision shall be deemed a termination by Cedar Fair other than for cause as set forth in Paragraph 7 and Executive shall be entitled to compensation and benefits as provided therein. Monetary payments received by Executive from any long term or short term disability plan maintained by Cedar Point shall be used to reduce any salary payments made by Cedar Fair pursuant to this Agreement.

10. Termination for Cause.

     (a) Cedar Fair may terminate the Executive’s employment for Cause. For the purposes of this Agreement, “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to a felony; (ii) upon continued failure by the Executive to substantially perform his duties with Cedar Fair which failure results in significant injury or damage, including damage to the reputation of Cedar Fair; (iii) the failure of Executive to comply with the provisions of Paragraphs 12 and 13 hereof; (iv) violation of Cedar Fair’s policies or procedures relating to discrimination and/or harassment in the workplace; (v) the commission of a fraudulent act or practice by the Executive affecting Cedar Fair; (vi) an act of gross negligence or gross misconduct that relates to the affairs of Cedar Point; or (vii) an act or acts of dishonesty or significant impropriety by the Executive resulting or intended to result directly or indirectly in gain or personal enrichment (monetary or otherwise) to the Executive at the expense of or detriment to Cedar Fair.

     (b) If the Executive’s employment shall be terminated for Cause, Cedar Fair shall pay the Executive his Base Compensation through the date of his termination. Cedar Fair shall have no further obligations to the Executive under this Agreement.

11. Termination By Resignation.

     In the event Executive resigns his employment, all benefits and compensation shall cease on the last day of Executive’s active employment with Cedar Fair.

12. Disclosure of Information.

     (a) The Executive acknowledges that it is the policy of Cedar Fair to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Execute pursuant to this Agreement are special and unique, and that by reason of his employment by Cedar Fair after the effective date, the Executive will acquire, or may have acquired, Confidential Information. The Executive recognizes that all such Confidential Information is and shall remain the sole property of Cedar Fair, free of any rights of the Executive, and acknowledges that Cedar Fair has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive’s employment with Cedar Fair pursuant to this Agreement, the Executive agrees that at all times from after the effective date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than Cedar Fair) any Confidential Information, except as specifically required in the performance of his duties hereunder, without the prior written consent of Cedar Fair, except to the extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 12 or by any other executive officer of Cedar Fair subject to confidentiality obligations, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Cedar Fair, or its executive officers or advisors; provided, that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, Cedar Fair or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided, that in such case, the Executive shall (a) give Cedar Fair the earliest notice possible that such disclosure is or may be required and (b) cooperate with Cedar Fair, at Cedar Fair’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 12 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data, financial data and compilation, agreements, contracts, manuals or other documents of Cedar Fair which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to Cedar Fair and will not be retained by the Executive or furnished to any person, either by sample, facsimile film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 12 are reasonably necessary to protect the proprietary rights of Cedar Fair in the Confidential Information and its trade secrets, goodwill and reputation.

     (b) For purposes hereof, the term “Confidential Information” means all information developed or used by Cedar Fair relating to the Business (as herein defined), operations, employees, customers, suppliers and distributors of Cedar Fair, including, but not limited to, customer lists, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements and any strategic plan, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of Cedar Fair and all trademarks, copyrights and patents, and applications therefore, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term “Confidential Information” also includes any other information heretofore or hereafter acquired by Cedar Fair and deemed by it to be confidential. For purposes of this Agreement, the term “Business” shall mean (a) the business of leisure/theme parks, amusement and/or water parks, (b) leisure theme parks, (c) any other business engaged in or being developed (including production of materials used in Cedar Fair’s businesses) by Cedar Fair, or being considered by Cedar Fair, at the time of the Executive’s termination, and (d) any joint venture, partnership or agency arrangements relating to the businesses described in (a) and (c) above.

     (c) Return of Company Property. The Executive agrees that following the termination of his employment for any reason, he shall return all property of the Company, its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to the Executive.

     (d) Inventions. Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of Cedar Fair or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with Cedar Fair, which may be directly or indirectly useful in, or relate to, the Business of Cedar Fair, shall be promptly and fully disclosed by the Executive to the Chief Executive Officer of Cedar Fair, and shall be Cedar Fair’s exclusive property as opposed to the Executive. The Executive shall promptly deliver to the Chief Executive Officer of Cedar Fair all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to Cedar Fair and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to Cedar Fair of any and all such inventions as contemplated by this Section 12. The Executive shall, upon Cedar Fair’s request and without any payment therefore, execute any documents necessary or advisable in the opinion of Cedar Fair’s counsel to direct issuance of patents or copyrights of Cedar Fair with respect to such inventions as are to be in Cedar Fair’s exclusive property as against the Executive under this Section 12 or to vest in Cedar Fair title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by Cedar Fair.

13. Non-Competition.

     (a) The Executive agrees that, during the Employment Term and for a period of twelve (12) months following the termination date of his employment with Cedar Fair for any reason (the “Noncompetition Period”) the Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid, consult, advise or assist anyone else in the conduct of, any entity or business (i) in which 10% or more of whose annual revenues are derived from a Business as defined above and (ii) which conducts business in any locality or region of the United States, Canada, Mexico, Europe or Asia (whether or not such competing entity or business is physically located in the United States, Canada, Mexico, Europe or Asia), where Business is being conducted by Cedar Fair on the date the Executive’s employment is terminated hereunder. Notwithstanding the forgoing, the Executive’s ownership of securities of a public company engaged in competition with Cedar Fair not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 13 (a) above.

     (b) The Executive agrees that, at all times from after the Effective Date, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any employee of Cedar Fair to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within 12 months following the date of cessation of employment of such person with Cedar Fair, in any locality or region of the United States or Canada and in each and every other area where Cedar Fair conducts its Business.

     (c) The Executive expressly agrees and understands that the remedy at law for any breach by him of paragraphs 12 and 13 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of a violation by the Executive of any provision of paragraphs 12 and 13, Cedar Fair shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this paragraphs 12 and 13 shall be deemed to limit Cedar Fair’s remedies at law or in equity for any breach by the Executive of any of the provisions of paragraphs 12 and 13 which may be pursued or availed of by Cedar Fair. In addition, Executive’s violation of either paragraphs 12 and 13, shall result in Executive’s forfeiture and repayment of any monetary payments and/or benefits provided to Executive subsequent to the cessation of his employment.

     (d) The Executive has carefully considered the nature and extent of the restrictions upon the Executive and the rights and remedies conferred upon Cedar Fair under paragraphs 12 and 13, and hereby acknowledges and agrees that the same are reasonable in time and territory, are intended to eliminate competition which otherwise would be unfair to Cedar Fair, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the business interests of Cedar Fair and do not confer a benefit upon Cedar Fair disproportionate to the detriment to the Executive.

14. Assignment.

     This Agreement may not be assigned by Executive or Cedar Fair except that Cedar Fair may assign this Agreement to any affiliate of Cedar Fair or any successor in interest to Cedar Fair.

15. Successors, Binding Agreement.

     Cedar Fair will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Cedar Fair to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Cedar Fair would be required to perform it if no such succession had taken place. Failure of Cedar Fair to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from Cedar Fair in the same amount and on the same terms as would apply if the Executive was terminated other than for cause.

16. Amendment or Modification.

     No provisions of this Agreement may be amended modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board.

17. Right to Amend or Terminate Plans or Programs.

     Nothing in this Agreement shall be construed to prevent or otherwise inhibit the right of the Company to alter, amend, discontinue, or terminate any plan, program, fringe benefit, or perquisite hereunder, provided that any such action is of general application to all similarly situated executives and is not specific to Executive.

18. Arbitration.

     (a) The Executive and Cedar Fair agree that any dispute, claim or controversy arising out of or relating to this Agreement, including but not limited to claims of employment discrimination and/or claims over whether the Executive’s employment was terminated for “Cause,” except as set forth in Subsection 18(f) below, shall be settled by final and binding arbitration, and judgment upon the award of the Arbitration panel may be entered and enforced in any federal or state court having jurisdiction over the parties. The Executive expressly acknowledges that this agreement to arbitrate applies without limitation to any claims of unlawful discrimination, harassment, retaliation, wrongful discharge, constructive discharge, claims related to the payment of wages or benefits, contract claims and tort claims under federal, state or local law. By agreeing to submit any and all claims (except as set forth in Subsection 18(f) below) to arbitration, the Executive and Cedar Fair expressly waive any right that they may have to resolve such claims through any other means, including a jury trial or court trial.

     (b) Arbitration shall be conducted by a panel of three (3) arbitrators in accordance with the Arbitration rules of the American Arbitration Association (“AAA”). Within twenty (20) days after notice from one party to the other of the notifying party’s election to arbitrate, each party shall select one (1) arbitrator. Within twenty (20) days after the selection of the two (2) arbitrators by the parties, said arbitrators shall in turn select a third arbitrator. If the two arbitrators cannot agree upon the selection of a third arbitrator, the parties agree that the third arbitrator shall be appointed by the AAA.

     (c) Both parties shall be entitled to representation by individuals of their choice and to written information directly relevant to the arbitration of their claims. Each party will be entitled to take three depositions, not including any depositions necessary to perpetuate the testimony of unavailable witnesses. The arbitrator panel shall have authority to award any remedy or relief that an Ohio or federal court in Ohio could grant in conformity with applicable law on the basis of the claims actually made in the arbitration. The arbitration panel shall not have the authority either to abridge or change substantive rights available under existing law. Should the Executive prevail in arbitration, Cedar Fair shall reimburse the Executive for reasonable costs, expenses and attorney’s fees incurred by Executive. The arbitration panel shall issue a written award listing the issues submitted by the parties, together with a succinct explanation of the manner in which the panel resolved or decided the issues. The costs of the arbitration panel shall be paid by Cedar Fair.

     (d) All arbitration proceedings, including the arbitration panel’s decision and award, shall be confidential. Neither party shall disclose any information or evidence adduced by the other in the arbitration proceedings, or the panel’s award except (i) to the extent that the parties agree otherwise in writing; (ii) as may be appropriate in any subsequent proceedings between the parties such as to enforce the arbitration award; or (iii) as may otherwise be compelled by law.

     (e) The terms of this arbitration procedure are severable. The invalidity or unenforceability of any provisions herein shall not affect the application of any other provisions. Where possible, consistent with the procedure, any otherwise invalid provision of the procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce, vacate or confirm proceedings, awards, orders of the arbitration panel or settlements under the procedure.

     (f) The parties agree and acknowledge that the promises and agreements set forth in Sections 12 (Disclosure of Information) and 13 (Non-Competition) of this Agreement shall not be subject to the arbitration provisions set forth herein in Section 18, but rather such claims may be brought in any federal or state court of competent jurisdiction. Any claims made by the Executive, for workers’ compensation (except retaliation claims), or unemployment benefits are also excepted from the arbitration provisions set forth herein in Section 18.

19. Survival of Certain Provisions.

     The provisions of Paragraphs 12 and 13 shall survive the termination of this Agreement.

20. Captions.

     Captions are not controlling for interpretation of this Agreement.

21. Waiver.

     The Waiver of the enforcement of any provision by a party hereto shall not be construed as the waiver of any other provision of this Agreement.

22. Validity.

     The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio.

23. Counterparts.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

CEDAR FAIR L.P.		CEDAR FAIR MANAGEMENT, INC.
By:		By:
	Name, Title		Name, Title
Date:		Date:
MAGNUM MANAGEMENT CORP.
By:
	Name, Title
Date:
	Jacob T. Falfas
Date:

EX-10.7

Exhibit 10.7

Employment Agreement

     This Employment Agreement is made on December 1, 2006, by and between Cedar Fair, L.P., a publicly traded Delaware limited partnership, and its affiliate corporations and partnerships including, without limitation, Cedar Fair Management Inc., and Magnum Management Corporation (hereinafter collectively referred to as “Cedar Fair”) and Peter J. Crage (the “Executive”).

     1. Recitals.

     (a) Cedar Fair Management Inc., an Ohio corporation, manages the day-to-day activities of, and establishes the long-term objectives for, Cedar Fair. The Board of Directors of Cedar Fair Management Inc. (the “Board”) and its Chief Executive Officer wish to enter into an employment agreement with, or to cause another affiliate to enter into an employment agreement with the Executive to be effective as of December 1, 2006.

     (b) Executive desires to remain in the employment of Cedar Fair and Executive is committed to serve and assist Cedar Fair on the terms provided in this Agreement.

     (c) In consideration of the mutual promises contained herein and other good and valuable consideration, the Executive and Cedar Fair have entered into this Agreement.

     2. Term of Employment.

     Except as otherwise provided in this Agreement, the term of this Agreement shall be for a period of two (2) years (“Employment Term”) commencing on December 1, 2006 (“Effective Date”). This Agreement shall renew automatically unless one of the parties provides written notice of intent to terminate not less than sixty (60) days prior to the expiration of the Employment Term; provided, however, that Cedar Fair shall have the right to terminate this Agreement at any time, subject to the obligations to provide the benefits and make the payments provided herein. Upon Executive’s termination of employment, Executive will resign all officer positions with all affiliates of Cedar Fair. Should Cedar Fair provide written notice of intent not to renew the Agreement, Executive shall be entitled to salary continuation and health care coverage for a period of one (1) year.

     3. Nature of Duties.

     The Executive agrees to devote his entire business time to the affairs of Cedar Fair so as to achieve the goals and objectives set by the Chief Executive Officer and/or the Board, and to use his best efforts to promote the interests of Cedar Fair. Executive further agrees to perform faithfully and efficiently the responsibilities that may be assigned to him from time to time. Executive further understands that he is governed by a duty of loyalty and fidelity to Cedar Fair by virtue of his position.

     4. Compensation.

     (a) Base Salary. As compensation for Executive’s services, Cedar Fair shall pay to the Executive during the term of this Agreement an annual salary (“Base Salary”). The Executive’s Base Salary shall be no less than $400,000 per year and may be adjusted each year in an amount determined by the Board.

     (b) Incentive Compensation. During the Employment Term, Executive will be eligible to participate in one or more of Cedar Fair’s Incentive Compensation Plans and Equity Incentive Plans at a level appropriate to Executive’s position as solely determined by Cedar Fair’s Board of Directors.

5. Benefits.

     Cedar Fair agrees that Executive shall be eligible to participate in such vacation, medical, dental, life insurance, 401(k) plan and other benefit plans and programs that Cedar Fair may have or establish from time to time and in which he would be entitled to participate pursuant to the terms of the applicable plan.

6. Business Expenses and Perquisites.

     Reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder shall be reimbursed by Cedar Fair in accordance with Cedar Fair’s policies as in effect from time to time.

7. Termination by Cedar Fair Other Than for Cause.

     (a) If Cedar Fair shall terminate the Executive’s employment other than pursuant to Section 10 hereof, then Cedar Fair shall pay to the Executive, contingent upon Executive signing a full and complete release and waiver of all claims and disputes, the following amounts:

     (i) The Executive’s Base Salary shall be continued for a period of either one (1) year or remaining Employment Term of the Agreement, whichever period of time is longer, payable in accordance with Cedar Fair’s then effective payroll practices; and

     (ii) Executive shall continue to receive medical and dental insurance coverage during the salary continuation period.

     (b) Notwithstanding the foregoing provisions of this Paragraph 7(a), in the event Executive is a “specified employee” (as that term is defined under Internal Revenue Code (“Code”) Section 409A at the time his employment is terminated), no payments hereunder may be made, or benefits conferred, prior to six months after the date of “separation from service” (as that term is defined under Code Section 409A, but this provision shall be effective only to the extent that such payment or provision of benefits would be taxable under Code Section 409A.

     (c) The payment of any amounts or provision of any benefits under this Paragraph 7 are conditioned upon the execution and non-revocation of a separation agreement and release in a form mutually acceptable to Executive and the Company.

     All other benefits provided by Cedar Fair shall end as of the last day of Executive’s active employment.

8. Termination Upon Executive’s Death.

     In the event of Executive’s death, this Agreement shall terminate and Cedar Fair shall pay to Executive’s estate any compensation and benefits earned but not so yet paid as of the date of Executive’s death. Upon Executive’s death, during the Employment Term, Cedar Fair, at its expense, shall continue the health care coverage for Executive’s spouse and eligible dependents.

9. Termination for Disability.

     Cedar Fair may terminate this Agreement for “Disability” if the Executive is “Disabled.” For purposes of this Agreement, the Executive shall be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with Cedar Fair on a full-time basis for a period of six (6) consecutive months. Any termination of employment pursuant to the provision shall be deemed a termination by Cedar Fair other than for cause as set forth in Paragraph 7 and Executive shall be entitled to compensation and benefits as provided therein. Monetary payments received by Executive from any long term or short term disability plan maintained by Cedar Point shall be used to reduce any salary payments made by Cedar Fair pursuant to this Agreement.

10. Termination for Cause.

     (a) Cedar Fair may terminate the Executive’s employment for Cause. For the purposes of this Agreement, “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to a felony; (ii) upon continued failure by the Executive to substantially perform his duties with Cedar Fair which failure results in significant injury or damage, including damage to the reputation of Cedar Fair; (iii) the failure of Executive to comply with the provisions of Paragraphs 12 and 13 hereof; (iv) violation of Cedar Fair’s policies or procedures relating to discrimination and/or harassment in the workplace; (v) the commission of a fraudulent act or practice by the Executive affecting Cedar Fair; (vi) an act of gross negligence or gross misconduct that relates to the affairs of Cedar Point; or (vii) an act or acts of dishonesty or significant impropriety by the Executive resulting or intended to result directly or indirectly in gain or personal enrichment (monetary or otherwise) to the Executive at the expense of or detriment to Cedar Fair.

     (b) If the Executive’s employment shall be terminated for Cause, Cedar Fair shall pay the Executive his Base Compensation through the date of his termination. Cedar Fair shall have no further obligations to the Executive under this Agreement.

11. Termination By Resignation.

     In the event Executive resigns his employment, all benefits and compensation shall cease on the last day of Executive’s active employment with Cedar Fair.

12. Disclosure of Information.

     (a) The Executive acknowledges that it is the policy of Cedar Fair to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Execute pursuant to this Agreement are special and unique, and that by reason of his employment by Cedar Fair after the effective date, the Executive will acquire, or may have acquired, Confidential Information. The Executive recognizes that all such Confidential Information is and shall remain the sole property of Cedar Fair, free of any rights of the Executive, and acknowledges that Cedar Fair has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive’s employment with Cedar Fair pursuant to this Agreement, the Executive agrees that at all times from after the effective date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than Cedar Fair) any Confidential Information, except as specifically required in the performance of his duties hereunder, without the prior written consent of Cedar Fair, except to the extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 12 or by any other executive officer of Cedar Fair subject to confidentiality obligations, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than Cedar Fair, or its executive officers or advisors; provided, that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, Cedar Fair or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided, that in such case, the Executive shall (a) give Cedar Fair the earliest notice possible that such disclosure is or may be required and (b) cooperate with Cedar Fair, at Cedar Fair’s expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 12 shall survive any termination of this Agreement. During the Employment Term, the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data, financial data and compilation, agreements, contracts, manuals or other documents of Cedar Fair which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to Cedar Fair and will not be retained by the Executive or furnished to any person, either by sample, facsimile film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 12 are reasonably necessary to protect the proprietary rights of Cedar Fair in the Confidential Information and its trade secrets, goodwill and reputation.

     (b) For purposes hereof, the term “Confidential Information” means all information developed or used by Cedar Fair relating to the Business (as herein defined), operations, employees, customers, suppliers and distributors of Cedar Fair, including, but not limited to, customer lists, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements and any strategic plan, all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of Cedar Fair and all trademarks, copyrights and patents, and applications therefore, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term “Confidential Information” also includes any other information heretofore or hereafter acquired by Cedar Fair and deemed by it to be confidential. For purposes of this Agreement, the term “Business” shall mean (a) the business of leisure/theme parks, amusement and/or water parks, (b) leisure theme parks, (c) any other business engaged in or being developed (including production of materials used in Cedar Fair’s businesses) by Cedar Fair, or being considered by Cedar Fair, at the time of the Executive’s termination, and (d) any joint venture, partnership or agency arrangements relating to the businesses described in (a) and (c) above.

     (c) Return of Company Property. The Executive agrees that following the termination of his employment for any reason, he shall return all property of the Company, its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to the Executive.

     (d) Inventions. Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of Cedar Fair or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with Cedar Fair, which may be directly or indirectly useful in, or relate to, the Business of Cedar Fair, shall be promptly and fully disclosed by the Executive to the Chief Executive Officer of Cedar Fair, and shall be Cedar Fair’s exclusive property as opposed to the Executive. The Executive shall promptly deliver to the Chief Executive Officer of Cedar Fair all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to Cedar Fair and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to Cedar Fair of any and all such inventions as contemplated by this Section 12. The Executive shall, upon Cedar Fair’s request and without any payment therefore, execute any documents necessary or advisable in the opinion of Cedar Fair’s counsel to direct issuance of patents or copyrights of Cedar Fair with respect to such inventions as are to be in Cedar Fair’s exclusive property as against the Executive under this Section 12 or to vest in Cedar Fair title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by Cedar Fair.

13. Non-Competition.

     (a) The Executive agrees that, during the Employment Term and for a period of twelve (12) months following the termination date of his employment with Cedar Fair for any reason (the “Noncompetition Period”) the Executive will not directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid, consult, advise or assist anyone else in the conduct of, any entity or business (i) in which 10% or more of whose annual revenues are derived from a Business as defined above and (ii) which conducts business in any locality or region of the United States, Canada, Mexico, Europe or Asia (whether or not such competing entity or business is physically located in the United States, Canada, Mexico, Europe or Asia), where Business is being conducted by Cedar Fair on the date the Executive’s employment is terminated hereunder. Notwithstanding the forgoing, the Executive’s ownership of securities of a public company engaged in competition with Cedar Fair not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 13 (a) above.

     (b) The Executive agrees that, at all times from after the Effective Date, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, (i) seek to persuade any employee of Cedar Fair to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within 12 months following the date of cessation of employment of such person with Cedar Fair, in any locality or region of the United States or Canada and in each and every other area where Cedar Fair conducts its Business.

     (c) The Executive expressly agrees and understands that the remedy at law for any breach by him of paragraphs 12 and 13 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of a violation by the Executive of any provision of paragraphs 12 and 13, Cedar Fair shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this paragraphs 12 and 13 shall be deemed to limit Cedar Fair’s remedies at law or in equity for any breach by the Executive of any of the provisions of paragraphs 12 and 13 which may be pursued or availed of by Cedar Fair. In addition, Executive’s violation of either paragraphs 12 and 13, shall result in Executive’s forfeiture and repayment of any monetary payments and/or benefits provided to Executive subsequent to the cessation of his employment.

     (d) The Executive has carefully considered the nature and extent of the restrictions upon the Executive and the rights and remedies conferred upon Cedar Fair under paragraphs 12 and 13, and hereby acknowledges and agrees that the same are reasonable in time and territory, are intended to eliminate competition which otherwise would be unfair to Cedar Fair, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the business interests of Cedar Fair and do not confer a benefit upon Cedar Fair disproportionate to the detriment to the Executive.

14. Assignment.

     This Agreement may not be assigned by Executive or Cedar Fair except that Cedar Fair may assign this Agreement to any affiliate of Cedar Fair or any successor in interest to Cedar Fair.

15. Successors, Binding Agreement.

     Cedar Fair will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Cedar Fair to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Cedar Fair would be required to perform it if no such succession had taken place. Failure of Cedar Fair to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from Cedar Fair in the same amount and on the same terms as would apply if the Executive was terminated other than for cause.

16. Amendment or Modification.

     No provisions of this Agreement may be amended modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board.

17. Right to Amend or Terminate Plans or Programs.

     Nothing in this Agreement shall be construed to prevent or otherwise inhibit the right of the Company to alter, amend, discontinue, or terminate any plan, program, fringe benefit, or perquisite hereunder, provided that any such action is of general application to all similarly situated executives and is not specific to Executive.

18. Arbitration.

     (a) The Executive and Cedar Fair agree that any dispute, claim or controversy arising out of or relating to this Agreement, including but not limited to claims of employment discrimination and/or claims over whether the Executive’s employment was terminated for “Cause,” except as set forth in Subsection 18(f) below, shall be settled by final and binding arbitration, and judgment upon the award of the Arbitration panel may be entered and enforced in any federal or state court having jurisdiction over the parties. The Executive expressly acknowledges that this agreement to arbitrate applies without limitation to any claims of unlawful discrimination, harassment, retaliation, wrongful discharge, constructive discharge, claims related to the payment of wages or benefits, contract claims and tort claims under federal, state or local law. By agreeing to submit any and all claims (except as set forth in Subsection 18(f) below) to arbitration, the Executive and Cedar Fair expressly waive any right that they may have to resolve such claims through any other means, including a jury trial or court trial.

     (b) Arbitration shall be conducted by a panel of three (3) arbitrators in accordance with the Arbitration rules of the American Arbitration Association (“AAA”). Within twenty (20) days after notice from one party to the other of the notifying party’s election to arbitrate, each party shall select one (1) arbitrator. Within twenty (20) days after the selection of the two (2) arbitrators by the parties, said arbitrators shall in turn select a third arbitrator. If the two arbitrators cannot agree upon the selection of a third arbitrator, the parties agree that the third arbitrator shall be appointed by the AAA.

     (c) Both parties shall be entitled to representation by individuals of their choice and to written information directly relevant to the arbitration of their claims. Each party will be entitled to take three depositions, not including any depositions necessary to perpetuate the testimony of unavailable witnesses. The arbitrator panel shall have authority to award any remedy or relief that an Ohio or federal court in Ohio could grant in conformity with applicable law on the basis of the claims actually made in the arbitration. The arbitration panel shall not have the authority either to abridge or change substantive rights available under existing law. Should the Executive prevail in arbitration, Cedar Fair shall reimburse the Executive for reasonable costs, expenses and attorney’s fees incurred by Executive. The arbitration panel shall issue a written award listing the issues submitted by the parties, together with a succinct explanation of the manner in which the panel resolved or decided the issues. The costs of the arbitration panel shall be paid by Cedar Fair.

     (d) All arbitration proceedings, including the arbitration panel’s decision and award, shall be confidential. Neither party shall disclose any information or evidence adduced by the other in the arbitration proceedings, or the panel’s award except (i) to the extent that the parties agree otherwise in writing; (ii) as may be appropriate in any subsequent proceedings between the parties such as to enforce the arbitration award; or (iii) as may otherwise be compelled by law.

     (e) The terms of this arbitration procedure are severable. The invalidity or unenforceability of any provisions herein shall not affect the application of any other provisions. Where possible, consistent with the procedure, any otherwise invalid provision of the procedure will be governed by the Federal Arbitration Act as will any actions to compel, enforce, vacate or confirm proceedings, awards, orders of the arbitration panel or settlements under the procedure.

     (f) The parties agree and acknowledge that the promises and agreements set forth in Sections 12 (Disclosure of Information) and 13 (Non-Competition) of this Agreement shall not be subject to the arbitration provisions set forth herein in Section 18, but rather such claims may be brought in any federal or state court of competent jurisdiction. Any claims made by the Executive, for workers’ compensation (except retaliation claims), or unemployment benefits are also excepted from the arbitration provisions set forth herein in Section 18.

19. Survival of Certain Provisions.

     The provisions of Paragraphs 12 and 13 shall survive the termination of this Agreement.

20. Captions.

     Captions are not controlling for interpretation of this Agreement.

21. Waiver.

     The Waiver of the enforcement of any provision by a party hereto shall not be construed as the waiver of any other provision of this Agreement.

22. Validity.

     The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio.

23. Counterparts.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

CEDAR FAIR L.P.		CEDAR FAIR MANAGEMENT, INC.
By:		By:
	Name, Title		Name, Title
Date:		Date:
MAGNUM MANAGEMENT CORP.
By:
	Name, Title
Date:
Peter J. Crage
Date:

EX-21

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT
(As of December 31, 2006)

Name	Jurisdiction of Organization
Cedar Fair	Ohio
Knott’s Berry Farm	California
Magnum Management Corporation	Ohio
Michigan’s Adventure, Inc.	Michigan
Cedar Point of Michigan	Michigan
Cedar Point, Inc.	Ohio
Boeckling, L.P.	Ohio
Paramount Parks, Inc.	Delaware
Kings Island Company	Ohio
Western Row Properties, Inc.	Ohio
Paramount Parks Experience, Inc.	Delaware
Canada’s Wonderland Company	Canada
3147010 Nova Scotia Company	Canada

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements No. 333-116711 on Form S-3 and No. 333-99043 on Form S-8 of our reports dated February 23, 2007, relating to the financial statements of Cedar Fair, L.P., and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Cedar Fair, L.P. for the year ended December 31, 2006.

Deloitte & Touche LLP
Cleveland, Ohio
February 28, 2007

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Richard L. Kinzel, certify that:

1)	I have reviewed this annual report on Form 10-K of Cedar Fair, L.P.;
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3)	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
4)	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 1, 2007	/s/ Richard L. Kinzel
	Richard L. Kinzel
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Peter J. Crage, certify that:

1)	I have reviewed this annual report on Form 10-K of Cedar Fair, L.P.;
2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3)	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
4)	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5) The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: March 1, 2007	/s/ Peter J. Crage
	Peter J. Crage
	Corporate Vice President -- Finance (Chief Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cedar Fair, L.P. (the “Partnership”) on Form 10-K for the period ending December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

March 1, 2007

/s/ Richard L. Kinzel 

Richard L. Kinzel 

Chairman, President and
Chief Executive Officer 

/s/ Peter J. Crage  

Peter J. Crage 

Corporate Vice President — Finance
(Chief Financial Officer) 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.