FORM 10 - Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________. Commission file number 1-9444 CEDAR FAIR, L.P. (Exact name of registrant as specified in its charter) DELAWARE 34-1560655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 5006, Sandusky, Ohio 44871-8006 (Address of principal executive offices) (zip code) (419) 626-0830 (Registrant's telephone number, including area code) 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 X No Title of Class Units Outstanding As Of Depositary Units August 1, 1995 (Representing Limited Partner 22,904,908 Interests)

CEDAR FAIR, L.P. INDEX Part I - Financial Information Item 1. Financial Statements 3-8 Item 2. Management's Discussion and 9 Analysis of Financial Condition and Results of Operations Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 Index to 12 Exhibits

PART I - FINANCIAL INFORMATION Item 1. - Financial Statements <TABLE> CEDAR FAIR, L.P. CONSOLIDATED BALANCE SHEETS <CAPTION> (In thousands) 6/26/95 12/31/94 <S> <C> <C> ASSETS Current Assets: Cash $ 3,753 $ 350 Receivables 6,398 1,350 Inventories 9,211 3,416 Prepaids 3,501 3,082 22,863 8,198 Land, Buildings and Equipment: Land 22,685 22,675 Land improvements 34,382 31,366 Buildings 81,094 70,259 Rides and equipment 182,973 174,450 Construction in progress 1,319 4,503 322,453 303,253 Less accumulated depreciation (104,238) (98,922) ) 218,215 204,331 Intangibles, net of amortization 11,270 11,453 $252,348 $223,982 LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Accounts payable $17,760 $ 5,728 Distribution payable to partners 12,636 12,636 Accrued interest 1,580 1,595 Accrued taxes 2,285 2,757 Accrued salaries, wages and benefis 5,710 3,241 Self-insurance reserves 5,849 6,087 Other accrued liabilities 4,924 1,558 50,744 33,602 Other Liabilities 3,430 3,926 Long-Term Debt: Revolving credit loans 59,200 21,400 Term debt 50,000 50,000 109,200 71,400 Partners' Equity: Special L.P. interests 5,290 5,290 General partners 129 389 Limited partners, 22,240,208 units 83,555 109,375 outstanding 88,974 115,054 $252,348 $223,982 The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.

CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per unit data) <CAPTION> Three months ended Twelve months ended 6/25/95 6/26/94 6/25/95 6/26/94 <S> <C> <C> <C> <C> Net revenues $ 54,919 $ 55,346 $197,955 $183,191 Costs and expenses: Cost of products sold 6,058 6,248 20,953 19,895 Operating expenses 22,671 22,088 74,313 68,484 Selling, general and administrative 7,026 6,665 21,608 20,887 Depreciation and 5,404 5,552 14,796 14,546 amortization 41,159 40,553 131,670 123,812 Operating income 13,760 14,793 66,285 59,379 Interest expense, net 2,220 2,055 7,469 6,681 Insurance claim settlements -- -- 502 1,600 Deferred tax credit -- -- -- 11,000 Net income 11,540 12,738 59,318 65,298 Net income allocated to general partners 116 127 593 653 Net income allocated to limited partners $ 11,424 $ 12,611 $ 58,725 $ 64,645 Weighted average limited partner units outstanding 22,293 22,262 22,282 22,258 Net income per limited partner unit $.51 $.57 $2.64 $2.90 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (In thousands) <CAPTION> Special General Limited Total L.P. Partners Partners Partners ' ' ' Interest Equity Equity Equity s <S> <C> <C> <C> <C> Balance at December 31, $ 5,290 $ 389 $109,375 $115,054 1994 Allocation of net loss -- (123) (12,225) (12,348) Distribution declared -- (127) (12,509) (12,636) ($.5625 per limited partner unit) Balance at March 26, 1995 5,290 139 84,641 90,070 Allocation of net income -- 116 11,424 11,540 Distribution declared -- (126) (12,510) (12,636) ($.5625 per limited partner unit) Balance at June 25, 1995 $ 5,290 $129 $ 83,555 $ 88,974 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS <CAPTION> Three months Twelve months ended ended (In thousands) 6/25/95 6/26/94 6/25/95 6/26/94 <S> <C> <C> <C> <C> CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income $11,540 $12,738 $59,318 $65,298 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 5,404 5,552 14,796 14,546 Deferred tax credit -- -- -- (11,000) Change in assets and liabilities: (Increase) in inventories (2,165) (2,064) (351) (237) (Increase) decrease in current and other assets (6,579) (6,130) 558 (2,304) Increase in accounts payable 5,934 7,476 201 5,029 Increase (decrease) in self- (60) (43) 1,915 790 insurance reserves Increase in other current 6,959 4,587 1,128 1,857 liabilities Increase (decrease) in other 47 (24) 1,100 1,250 liabilities Net cash from operating activities 21,080 22,092 78,665 75,229 CASH FLOWS FROM (FOR) INVESTING ACTIVITIES Capital expenditures (12,105) (9,444) (25,329) (23,886) Net cash (for) investing activities (12,105) (9,444) (25,329) (23,886) CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Net borrowings (payments) on revolving credit loans 6,700 2,100 (4,800) (5,100) Distributions paid to partners (12,636) (11,232) (49,142) (44,087) Net cash (for) financing activities (5,936) (9,132) (53,942) (49,187) Cash: Net increase (decrease) for the 3,039 3,516 (606) 2,156 period Balance, beginning of period 714 843 4,359 2,203 Balance, end of period $ 3,753 $ 4,359 $ 3,753 $ 4,359 SUPPLEMENTAL INFORMATION Cash payments for interest expense $ 1,239 $ 3,227 $ 7,124 $ 6,695 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. </TABLE>

CEDAR FAIR, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERS ENDED JUNE 25, 1995 AND JUNE 26, 1994 The accompanying consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the highly seasonal nature of the Partnership's amusement park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations for the preceding twelve month periods ended June 25, 1995 and June 26, 1994 to accompany the quarterly results. Because amounts for the 12 months ended June 25, 1995 include actual 1994 third and fourth quarter operations and a $.5 million gain on an insurance settlement, they are not necessarily indicative of 1995 full calendar year operations. The operating results for the twelve months ended June 26, 1994 include a one-time, non-cash credit for deferred taxes of $11.0 million resulting from 1993 changes in federal tax laws and an insurance settlement of $1.6 million relating to flood damage and business interruption at the Partnership's Minnesota park in 1993. (1) Significant Accounting and Reporting Policies The Partnership's consolidated financial statements for the quarters ended June 25, 1995 and June 26, 1994 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 1994 which were included in the Form 10-K filed on March 29, 1995. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

(2) Interim Reporting The Partnership operates three amusement parks (Cedar Point in Sandusky, Ohio, Valleyfair in Shakopee, Minnesota and Dorney Park and Wildwater Kingdom near Allentown, Pennsylvania), all of which are open to the public from early May to early October. The Partnership also acquired a fourth seasonal amusement park complex in July 1995 (see Note 3). These parks generate virtually all of the Partnership's annual revenue with the major portion concentrated in the third quarter during the peak vacation months of July and August. To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following reporting procedures: (a) depreciation, advertising and certain seasonal operating costs are expensed ratably during the operating season, including certain costs incurred prior to the season and amortized over the season and (b) all other costs are expensed as incurred or ratably over the entire year. (3) Subsequent Event On July 28, 1995, the Partnership completed the acquisition of Worlds Of Fun and Oceans Of Fun, located in Kansas City, Missouri, in a transaction valued at $40 million. Worlds Of Fun is a traditional, family-oriented amusement park and Oceans Of Fun is one of the largest water parks in the midwest. Together, they serve more than 1.5 million guests per year, principally from Missouri, Kansas and Nebraska. The purchase price consists of the assumption of approximately $16.5 million of liabilities and the issuance of approximately 740,000 unregistered limited partnership units, of which 664,700 were issued at closing. The remaining units will be issued within 90 days upon the final determination of the balance sheet as of the acquisition date. The Partnership assumed the complete operations and management of the parks July 29, and will include the assets, liabilities and operating results of Worlds Of Fun and Oceans Of Fun from that date forward in its consolidated financial statements.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net revenues of the Partnership's three amusement parks decreased 1% to $54.9 million for the quarter ended June 25, 1995, from $55.3 million for the quarter ended June 26, 1994. On a combined basis a 5% decrease in early-season attendance offset a 4% increase in in-park guest per capita spending. Net income for the quarter decreased 9% to $11.5 million, or $.51 per limited partner unit, from $12.7 million, or $.57 per unit, in 1994. Included in costs and expenses are approximately $930,000 of incentive fees payable to the managing general partner relating to the 1995 second quarter distribution, which exceeded the minimum distribution as defined in the partnership agreement by 23 cents per unit, or $5,167,000 in the aggregate. This compares to $718,000 of incentive fees in the 1994 second quarter. The small decline in early-season attendance at all three parks was partially a result of a cold and rainy spring at Valleyfair and Dorney Park. Last year's record attendance also benefited significantly from the very successful debut of the Raptor inverted roller coaster at Cedar Point. Financial Condition Current assets and liabilities are at normal seasonal levels at June 25, 1995. In our highly seasonal business with investment heavily concentrated in property and equipment, the negative working capital ratio of 2.2 at June 25, 1995 is financially advantageous. The Partnership has available through April, 1997, a $95 million revolving credit facility, of which $59.2 million was borrowed and in use as of June 25, 1995. Seasonal cash flow and this credit facility are expected to be adequate to meet current working capital needs, planned capital expenditures and scheduled distributions to partners. Acquisition The July 1995 acquisition of Worlds of Fun and Oceans of Fun will have a material effect on the Partnership's financial condition and results of operations in future periods. The new park complex's operations are expected to generate sufficient cash

flow to adequately fund planned capital expenditures, additional interest expense resulting from the acquisition, and cash distributions on the units issued.

PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Exhibits: (a) Exhibit (10): Contribution Agreement by and among Hunt Midwest Entertainment, Inc. and the Registrant dated July 28, 1995. (b) Exhibit (20): 1995 Second Quarter Report and Cash Distribution Notice. (c) Reports on Form 8-K: None.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CEDAR FAIR, L.P. (Registrant) By Cedar Fair Management Company Managing General Partner Date: August 8, 1995 By Bruce A. Jackson Bruce A. Jackson Vice President (Chief Financial Officer) By Charles M. Paul Charles M. Paul Controller (Chief Accounting Officer)

EXHIBIT INDEX Exhibit Page 10 Contribution Agreement by and among Hunt Midwest 13 Entertainment, Inc. and the Registrant dated July 28, 1995. 27 Financial Data Schedule 67

                     CONTRIBUTION AGREEMENT

        THIS  CONTRIBUTION AGREEMENT ("Agreement") is made as  of

the  28th  day  of  July,  1995,  by  and  between  HUNT  MIDWEST

ENTERTAINMENT, INC., a Delaware corporation ("Seller"), and CEDAR

FAIR, L.P., a Delaware limited partnership ("Partnership").

                           RECITALS:

A.      Seller  owns  and  operates the tangible  and  intangible

assets comprising the business operations known as Worlds of  Fun

and  Oceans  of  Fun  Amusement Parks  located  in  Kansas  City,

Missouri (as  operated by Seller, the "Business").

B.       Seller   desires  to  contribute  to  Partnership,   and

Partnership desires to acquire from Seller, substantially all  of

the  assets of the Business on the terms and conditions set forth

in this  Agreement.

        NOW,  THEREFORE, in consideration of the mutual  promises

contained herein, Partnership and Seller agree as follows:

                           ARTICLE I

                     CONTRIBUTION OF ASSETS

       1.1   Description Of Assets.  Except as otherwise provided

in Section 1.2 hereof, upon the terms, subject to the conditions,

and  in reliance on the representations, warranties and covenants

set  forth  in  this Agreement, Seller agrees to  contribute  and

transfer to Partnership, and Partnership agrees to

acquire from Seller, on the Closing Date (as hereinafter defined) all of the assets, properties, rights, contracts and claims employed in connection with the operations of the Business, of every kind and condition, wherever located, whether tangible or intangible, real, personal or mixed (collectively hereinafter referred to as the "Assets"), including but not limited to: (a) Real Estate. The surface rights to the land, together with the buildings and improvements thereon and appurtenances thereto used in the Business, whether owned or leased, located in Kansas City, Missouri, comprising approximately 310.75 acres of land lying above the top of the Winterset Ledge of limestone rock, as more fully described on EXHIBIT 1.1(a) hereto (the "Real Estate"). (b) Machinery, Equipment and Vehicles. All machinery and equipment and all vehicles owned or leased by Seller and used in the operation of the Business, including without limitation the machinery, equipment and vehicles listed on EXHIBIT 1.1(b) hereto. (c) Receivables. All receivables of the Business (other than receivables from affiliates of Seller) held by Seller on the Closing Date, including but not limited to the types of accounts receivable and notes receivable described on EXHIBIT l.1(c) hereto. (d) Supplies and Inventory. All merchandise, games, food and beverage, maintenance parts, uniforms, and restaurant,

office and operating supplies and inventory owned by Seller and used in the operation of the Business of the types described on EXHIBIT 1.1(d) hereto. (e) Deposits and Prepayments. All deposits and prepayments of the Business made through the Closing Date. (f) Intellectual Property. All licenses, franchises, trademarks, trade names, and service marks (whether or not registered), copyrights (whether or not registered), know-how, technical assistance, proprietary technology, trade secrets, training and procedural manuals, computer software and confidential business information used or useful in the Business (collectively hereinafter referred to as the "Intellectual Property"). (g) Executory Contracts. All rights of Seller under executory contracts of the Business, including but not limited to sponsorship agreements, leases, and purchase and sale orders entered into in the ordinary course of the Business, and in existence on the Closing Date. (h) Permits. The interest of Seller (to the extent transferable) in all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies. (i) Records. All of Seller's books and records relating to the Business, including without limitation financial records, customer files, customer lists, supply lists,

promotional and sales literature, personnel records, sales records and inventory records. (j) Cash on Hand. Petty cash funds, vault cash and any other cash on hand of the Business located on the Real Estate on the Closing Date excluding cash receipts for July 28, 1995. (k) Other Property. All other tangible and intangible property owned by Seller or any affiliate of Seller and used in the Business. 1.2 Excluded Assets. Notwithstanding the foregoing, the Assets contributed to Partnership shall not include the assets specified on EXHIBIT 1.2. ARTICLE II PRICE 2.1 Basic Price and Adjustment. (a) The basic price ("Basic Price") for the Assets shall be equal to Forty Million Dollars ($40,000,000). The Basic Price shall be subject to adjustment as follows (as so adjusted, the "Adjusted Price"): (i) Subtract the principal balance of, and accrued and unpaid interest on, any debt, including prepayment penalties, and other liabilities as of the Closing Date included in Assumed Liabilities; (ii) Subtract 50 percent of the amount of all receipts through the Closing Date for sales of all types of tickets for park admission on or after July 29, 1995; and

(iii) Add the amount of petty cash funds, vault cash and any other cash on hand of the Business at the close of business on the Closing Date, excluding cash receipts for July 28, 1995 which shall after the Closing be deposited in Seller's bank accounts. (b) Prior to the Closing Date, Seller and Partnership will cooperate in the calculation of a preliminary Adjusted Price in accordance with paragraph (a) above, and will agree on the amount of such preliminary Adjusted Price at least one business day prior to the Closing Date. As soon as practicable following the closing, but in no event later than 90 days following the Closing, Seller and Partnership will cooperate in the calculation of and agree upon the final Adjusted Price in accordance with paragraph (a) above. Prior to the end of such 90-day period Seller will also deliver final versions of the schedules required under Section 2.7. 2.2 Method of Payment. The Adjusted Price shall be payable to Seller in units of limited partnership interest in Partnership ("Units"), the value of which for this purpose is agreed to be $31.50 per Unit. A number of Units equal in value to 90 percent of the preliminary Adjusted Price shall be issued and delivered to Seller on the Closing Date. A number of Units equal in value to the final Adjusted Price less the number of Units delivered to Seller on the Closing Date shall be issued and delivered to Seller upon agreement between Seller and Partnership

as to the final Adjusted Price in accordance with Section 2.1(b). All Units issued to Seller in connection with this transaction shall be deemed to have been issued on the Closing Date. If, at the time the third quarter distribution is paid to holders of Partnership's limited partnership interest, the final Adjusted Price has not been determined, Partnership will pay the amount of such distribution on the Units held at such time by Seller and will pay the amount of such distribution on the Units comprising the balance of the final Adjusted Price as soon as practicable after the final Adjusted Price has been determined. 2.3 Assumed Liabilities. Partnership shall not assume or be responsible for any liability or obligation of Seller, whether known or unknown, accrued, absolute, contingent or otherwise, except the following (the "Assumed Liabilities"): (a) Accounts payable unpaid at the Closing Date, of the types scheduled on EXHIBIT 2.3(a), relating to or arising out of the conduct of the Business in the ordinary course through the Closing Date. (b) Accrued operating expenses, for the types of items scheduled on EXHIBIT 2.3(b), relating to or arising out of the conduct of the Business in the ordinary course through the Closing Date. (c) Liability for the debt and capital leases scheduled on EXHIBIT 2.3(c), including accrued and unpaid interest thereon, and prepayment penalties, all as of the Closing Date.

(d) Obligations to perform, after the Closing Date, under the executory contracts described under Section 1.1(g). 2.4 Retained Liabilities. Without limiting the generality of Section 2.3, except for the Assumed Liabilities, Seller shall retain all liabilities whether known or unknown, accrued, absolute, contingent or otherwise, incurred by or arising out of the ownership of the Assets or the operation of the Business prior to the Closing Date (the "Retained Liabilities"), including but not limited to: (a) Liabilities for income and franchise taxes payable with respect to the Business through the Closing Date, and for all other taxes except current taxes not yet due on the Closing Date of the types scheduled on EXHIBIT 2.3(b). (b) All intercompany liabilities payable to any affiliate of Seller other than those liabilities scheduled on EXHIBIT 2.3(c). (c) Costs and professional fees incurred by Seller or any of its affiliates in connection with the transaction contemplated by this Agreement. (d) Any contingent liabilities related to or arising out of events occurring or facts and circumstances in existence before the Closing Date, including but not limited to personal injury claims, labor-related or employee benefit matters, tax matters or other claims or litigation of any kind, whether now pending or threatened or asserted after the Closing.

(e) Any claims or liabilities for amounts payable or relating to: (i) employees of the Business in respect of operations of the Business prior to the Closing Date, including payroll for periods prior to the then-current payroll period at the Closing Date; (ii) 50 percent of incentive compensation and sales commissions earned or to be earned during calendar 1995 under Seller's programs in effect on the Closing Date; (iii) deferred compensation, severance, medical benefit or hospitalization or other employee benefit plans, programs or arrangements maintained or contributed to by Seller or any affiliate of Seller, or under federal or state laws governing such plans, programs or arrangements and employee expense accounts relating to the operations of the Business prior to the Closing; and (iv) FICA taxes, withholding taxes, accrued salaries and wages, and unemployment insurance payables relating to the operation of the Business prior to the Closing Date, except to the extent included in Assumed Liabilities under Section 2.3(b). (f) Without limiting the generality of paragraph (d) above, liabilities related to or arising out of events occurring or circumstances in existence on or before the Closing Date in connection with any matter of a nature regulated or addressed under any Environmental Law, as defined in Section 4.7. (g) Obligations under the employment contract identified in EXHIBIT 4.12.

2.5 Closing Date. The closing ("Closing") under this Agreement shall take place at the offices of Squire, Sanders & Dempsey, 4900 Society Center, 127 Public Square, Cleveland, Ohio as of 11:59 p.m. (E.D.T.) on July 28, 1995, or at such other date, time and place as shall be mutually agreeable to Partnership and Seller (the date and the time of the Closing herein referred to as the "Closing Date"). All matters at the Closing shall be considered to take place simultaneously and no delivery of any document shall be deemed complete until all transactions and deliveries of documents are made. 2.6 Transfer Expenses. The costs of the title search, the extended coverage owner's ALTA policy with endorsements, and the recordation of the deed(s) and other instruments will be paid by Seller. 2.7 Allocation of Price. Partnership and Seller will, on or prior to the Closing Date, agree to an allocation of the Adjusted Price among the Assets in a manner consistent with Partnership's appraisal of the Assets, the provisions of Treas. Reg. 1.704-l(b)(2)(iv)(h) and the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), which allocation shall be reflected on a written schedule which shall be delivered at Closing. Seller shall also provide a schedule showing the adjusted tax basis for federal income and alternative minimum tax purposes (and, if different, for any state income or franchise tax purpose) of each Asset listed on the schedule.

Such schedule may be subject to adjustment in accordance with Section 2.1(b). 2.8 Statement of Intention. Partnership and Seller intend that the contribution of Assets by Seller pursuant hereto, and the assumption of Assumed Liabilities by Partnership and the issuance of the Units in exchange for such Assets, will constitute a contribution of the Assets by Seller to Partnership pursuant to Code Section 721. 2.9. Assignment of Assets. (a) Seller will use best efforts, and Partnership will cooperate with Seller, to obtain all non-governmental approvals, consents or waivers necessary to assign to Partnership all leases, contracts, licenses, agreements, commitments, property interests, qualifications or other rights included in the Assets or any claim, right or benefit arising thereunder or resulting therefrom (collectively, the "Interests") as soon as practicable in order that the contribution of the Assets hereunder will not result in the termination of, or default under, any Interest. (b) To the extent any of the approvals, consents or waivers referred to in paragraph (a) above have not been obtained with respect to any Interest by Seller as of the Closing, and without limiting the rights of Partnership under this Agreement, Seller will, during the remaining term of such Interest, use best efforts, to (i) obtain such approval, consent or waiver of any third party; (ii) cooperate with Partnership in any reasonable

and lawful arrangement designed to provide the benefits of such Interest to Partnership; and (iii) enforce, at the request of Partnership and at the expense and for the account of Partnership, any rights of Seller arising from such Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the written advice of Partnership). To the extent that Seller enters into lawful arrangements designed to provide the benefits of any Interest as set forth in clause (ii) above, such Interest shall be deemed to have been assigned to Partnership for purposes of Section 1.1 hereof. 2.10 Obtaining Permits and Licenses. Seller will assign, transfer or convey to Partnership at the Closing those governmental permits and licenses scheduled on EXHIBIT 2.10, which are held or used by Seller exclusively in connection with the Business and which can be assigned without consent under applicable law. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARTNERSHIP Partnership hereby represents and warrants to Seller as follows: 3.1 Organization. Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The managing general partner of

Partnership is Cedar Fair Management Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio (the "Managing General Partner"). Partnership has all requisite partnership power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. 3.2 Authority for Transaction. The execution, delivery and performance of this Agreement by Partnership and the consummation of the transactions contemplated hereby have been duly and validly authorized by Partnership by all necessary action on the part of Partnership. This Agreement has been duly and validly executed and delivered by Partnership and is the valid and binding Obligation of Partnership, enforceable against Partnership in accordance with its terms. Neither the execution and delivery of this Agreement by Partnership nor the performance by Partnership pursuant hereto will (i) violate Partnership's Certificate of Limited Partnership or the Third Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., as amended (the "Limited Partnership Agreement") or, with or without the giving of notice or the lapse of time, or both, (ii) violate any provision of law, rule or regulation to which Partnership is subject, (iii) violate any order, judgment or decree applicable to Partnership or (iv) conflict with or result in a violation or breach of, or permit any third party to rescind any term or provision of, or constitute a default under any indenture,

mortgage, deed of trust or other material contract, license or other agreement to which Partnership is a party; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transaction contemplated hereby. 3.3 Brokerage or Finder's Fees. Except for Bear Stearns, Partnership has not employed any broker, finder or agent, or, except for the fee or commission of Bear Stearns, the cost of which will be borne by Partnership, agreed to pay or incurred any brokerage fee, finder's fee or commission with respect to the transaction contemplated by this Agreement. 3.4 Filings and Consents. Except for the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR") and Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and except for filings required for the registration of Partnership to do business in the State of Missouri, no consent, approval or authorization of, or declaration, exemption by, or filing or registration with, any governmental or regulatory authority or other third party is required to be made or obtained by Partnership in connection with the execution, delivery and performance by Partnership of this Agreement and the transaction contemplated hereby. 3.5 Partnership Information. Partnership has previously delivered to Seller its Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "Form 10-K"), and

its Quarterly Report on Form 10-Q relating to the fiscal quarter ended March 26, 1995 (the "Form 10-Q"). Neither the Form 10-K or Form 10-Q, as of the dates they respectively were filed with the Securities and Exchange Commission, and no representation or warranty by Partnership in this Agreement, contains or will when furnished contain any untrue statement of a material fact or omits or will then omit to state a material fact necessary to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.6 Capitalization. Partnership's capitalization consists entirely of at least 100 million units of limited partnership interest and general partnership interest permitted to be issued under the Limited Partnership Agreement, of which 22,240,208 units of limited partnership interest and a one percent general partnership interest are outstanding as of the date of this Agreement. Except as contemplated by this Agreement, there are no outstanding rights to acquire, nor is Partnership obligated in any manner to issue, units of its limited or general partnership interest, other than approximately 52,500 units of limited partnership interest issuable to certain employees as deferred compensation. 3.7 Units to be Issued. When issued to Seller pursuant to this Agreement (a) the Partnership Interests (as defined in the Limited Partnership Agreement) in Partnership represented by

the Units will have been duly authorized by the Limited Partnership Agreement and Delaware law, and (b) the Units issued to Seller will represent validly issued and, subject to the terms of this Agreement and of the Limited Partnership Agreement and to statutory obligations under Delaware law, fully paid and nonassessable limited partner interests in Partnership. Upon compliance by Seller with the requirements of Section 12.2 of the Limited Partnership Agreement, Seller will be admitted as an Additional Limited Partner, as defined in the Limited Partnership Agreement. 3.8 Absence of Changes. Except as disclosed in the Form 10-K or the Form 10-Q, since December 31, 1994, there has been no material adverse change in the financial condition, business or properties of Partnership. 3.9 Nonrecourse Debt. As of the Closing, the amount of nonrecourse liability, as defined in Treas. Reg. 1,752-1(a)(2), of the Partnership will not be less than Fifty Million Dollars ($50,000,000). ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Partnership as follows: 4.1 Corporate Organization. Seller is a corporation duly organized, validly existing, and in good standing under the

laws of the State of Delaware and is duly licensed and qualified and in good standing in Missouri and all other jurisdictions where licensing or qualification is required, except where the failure to be so licensed or qualified would not have a material adverse effect on the Business. Seller has all necessary corporate power and authority to own and use its properties and to transact the Business as presently conducted, and to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. 4.2 Power and Authority; No Default Upon Transfer. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by Seller by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Neither the execution and delivery of this Agreement by Seller nor the performance by Seller pursuant hereto will (i) violate Seller's Certificate of Incorporation or By-Laws or, with or without the giving of notice or the lapse of time, or both, (ii) violate any provision of law, rule or regulation to which Seller is subject, (iii) violate any order, judgment or decree applicable to Seller, or (iv), except as disclosed on EXHIBIT 4.2, conflict with or result in a

violation or breach of, or permit any third party to rescind any term or provision of, or constitute a default under any indenture, mortgage, deed of trust or other material contract, license or other agreement to which Seller is a party. 4.3 Title to Tangible Personal Property. Except as described on EXHIBIT 4.3, Seller has good title to the tangible personal property included in the Assets, free and clear of all mortgages, liens, security interests, charges, encumbrances or other title defects of any nature whatsoever, except for the liens of current state and local taxes not yet due and payable. 4.4 Title to Real Estate; Buildings. Except as described on EXHIBIT 4.4, Seller has good and marketable title to the Real Estate, free and clear of all mortgages, liens, encumbrances and other title defects of any nature whatsoever, except real estate taxes and assessments (general and special) not yet due and payable, zoning ordinances, and except as described in the commitment for title insurance described in Section 7.1(e). The mining and other operations conducted and to be conducted subjacent to the Real Estate will not cause harm to or unreasonably interfere with the Real Estate or the Business. Except as set forth on EXHIBIT 4.4 or otherwise disclosed to Partnership in writing, all buildings and structures used in the conduct of the Business are in good and usable condition and conform with all existing applicable ordinances, codes and regulations on the Closing Date.

4.5 Condition of Assets. Except as set forth on EXHIBIT 4.5 or otherwise disclosed to Partnership in writing, all of the Assets necessary for the conduct of the Business (whether real or personal, owned or leased) have been built, operated and maintained in accordance with prudent practice in the amusement park industry, including at a minimum compliance with applicable manufacturers' recommendations, are in good condition and repair, ordinary wear and tear excepted, and are usable and are presently being used in the ordinary course of the Business, and all Assets which are amusement rides or other equipment subject to regulation by the State of Missouri or any political subdivision thereof have been operated and maintained in accordance with all regulations of such authorities. Except as set forth on EXHIBIT 4.5, the Assets other than the Excluded Assets are sufficient to carry on the Business in the manner in which Seller has conducted such Business. 4.6 Litigation. Except as disclosed in EXHIBIT 4.6, there is no action, suit or proceeding pending or, to the best of Seller's Knowledge, threatened against or affecting Seller or any affiliate of Seller, with respect to the Business or the Assets, at law, in equity, by way of arbitration or before any governmental department, commission, board or agency. Seller is not in default with respect to any order, injunction or decree of any court or governmental department, commission, board or agency and no such order, injunction or decree is now in effect which

restrains the operations of the Business or the use of the Assets. To the best of Seller's Knowledge, there are no presently existing facts or conditions which might give rise to any charge, claim, litigation, proceeding, or investigation by any third party which might materially adversely affect the Business or the Assets, nor are there any facts or conditions which might give rise to any order of condemnation, appropriation or other taking of any of the Assets. 4.7 Environmental Matters. Except as described on EXHIBIT 4.7, the Business, as currently being conducted, and the properties owned or operated by Seller in connection therewith, are in compliance in all respects with existing applicable Environmental Laws, except where the failure to be in such compliance would not have a material adverse effect on the Business or the Assets. The term "Environmental Laws" means all existing applicable statutes, regulations, ordinances, standards or requirements relating to protection of health, safety or the environment, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601, et seq. ("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ("RCRA"), and all other federal, state and local laws and regulations governing the use, presence or release of Regulated Substances into the environment, existing at the Closing Date. Except as described on EXHIBIT 4.7, Seller has timely filed all

required reports, obtained all required approvals and permits, and generated and maintained all required data, documentation and records under applicable Environmental Laws. Neither Seller nor, to the best of Seller's Knowledge, any other person has released, generated, treated, disposed of, or transported to or from, property owned or operated in connection with the Business, any Regulated Substances except in compliance with applicable Environmental Laws. For purposes of this Agreement, the term "Regulated Substances" means and includes any hazardous or toxic waste, substance or material defined as such in, or regulated or addressed under, any Environmental Law. Seller has not received any notice from any governmental agency charged with the protection of public health or the environment, or other person or entity, advising that it is responsible, or potentially responsible, for clean-up or other costs associated with a release or a threatened release of Regulated Substances at, on or under any property owned or operated by Seller in connection with the Business, or on or from some other facility to which Regulated Substances from the Business may have been sent. To the best of Seller's Knowledge, there are no prohibitions imposed by any Environmental Law that could materially and adversely affect any change or expansion of operations of the same or similar nature as currently conducted by the Business.

4.8 Financial Information. (a) Audited Financials. Seller has delivered to Partnership the audited financial statements of the Business for the fiscal years ended December 31, 1993 and 1994 (collectively, the "Audited Financials"). The Audited Financials have been prepared in accordance with GAAP (except as disclosed in the notes thereto), and present fairly in all material respects the financial position of the Business at such dates and the related results of operations and cash flows for the years then ended. (b) June 30, 1995 Balance Sheet. Seller has delivered to Partnership the unaudited June 30, 1995 balance sheet of the Business (the "June 30, 1995 Balance Sheet"). The June 30, 1995 Balance Sheet is accurate and complete and fairly presents, in all material respects, the financial position of the Business as of June 30, 1995. (c) Attendance Statistics. EXHIBIT 4.8(c) accurately reflects the attendance at the amusement parks operated by the Business during the last three calendar years. (d) Receivables. All receivables included in the Assets (1) are valid and subsisting; (2) were obtained in the ordinary course of business; (3) are not subject to any defenses, set-offs or counterclaims against Seller, other than returns of unused admission tickets for credit to customer accounts; and (4) are collectible in the ordinary course subject to bad debt losses consistent with historical results of operation of the Business.

(e) Inventories. All inventories included in the Assets (which are described on EXHIBIT 1.1(d) hereto) are valued at the lower of cost or market value and, except for obsolete or damaged items which have been written down to an amount not in excess of realizable market value, consist of items of a quality and quantity currently usable and saleable in the ordinary course of the Business as Seller has operated it in the past. 4.9 Qualified Liabilities. All of the Assumed Liabilities were incurred either (a) more than two years prior to the date of execution of this Agreement; or (b) in the ordinary course of Seller's conduct of the Business not in anticipation of the transactions contemplated by this Agreement. 4.10 Trademarks, Etc. EXHIBIT 4.10 lists all trademarks, trade names, service marks and copyrights, and registrations of any of the foregoing (and pending applications therefor), intellectual property licenses, franchises and licensing and franchising agreements (whether as licensor or franchisor or licensee or franchisee) used in the Business and all other agreements and commitments with respect to the Intellectual Property. None of the past or present employees, officers, directors or shareholders of Seller has any rights in any of the Intellectual Property which has been or is used by Seller in the Business. Seller has not granted any outstanding

licenses or other rights to Intellectual Property used in the Business that is owned by or licensed to Seller except as described on EXHIBIT 4.10, and Seller is not liable, nor has Seller made any contract or arrangement whereby it may become liable, to any person for any royalty or other compensation for the use of any Intellectual Property. None of the rights of Seller in (as transferred to Partnership), to and under any Intellectual Property used in the Business will be adversely affected by the consummation of the transactions contemplated hereby. There is no pending or, to the best of Seller's Knowledge, threatened litigation or proceeding against Seller or any of its affiliates involving such Intellectual Property, and Seller has not received any notice or claim of conflict with the asserted rights of others involving such Intellectual Property. To the best of Seller's Knowledge, the operations of the Business as presently conducted do not infringe any rights of others to the Intellectual Property or to any intellectual property owned by others. 4.11 Labor Relations. (a) EXHIBIT 4.11 contains a complete list of all full-time employees of the Business (including employees of Seller and employees of any affiliate of Seller a majority of whose work relates to the Business), their dates of hire, their rates of compensation and a description of all employee benefits provided by Seller or such affiliate, including profit-sharing, bonus or incentive plans and all

insurance coverage. Since the date of such list, there has not been any change in employee benefits or compensation payable or to become payable by Seller or such affiliate to any such employee except such changes required under the terms of one of the collective bargaining agreements to which Seller is a party and which are described in paragraph (c) below. (b) (i) Neither Seller nor any affiliate thereof as determined under Internal Revenue Code ("Code") section 414(b), (c), (m) or (o) ("ERISA Affiliate") maintains, administers or contributes to, or has maintained, administered or contributed to, nor do the employees or former employees of Seller or any ERISA Affiliate receive or expect to receive as a condition of employment, benefits pursuant to any: (A) employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA ("Plan"); (B) employee welfare benefit plan (as defined in Section 3(1) of ERISA) ("Welfare Plan"); or (C) bonus, deferred compensation, stock purchase, stock option, severance plan, salary continuation, vacation, sick leave, fringe benefit, incentive, insurance, welfare or similar arrangement ("Employee Benefit Plan");

other than those Plans, Welfare Plans and Employee Benefit Plans described in Exhibit 4.11. Except as required by section 4980B of the Code, neither Seller nor any ERISA Affiliate has promised any former employee or other individual not employed by Seller or any ERISA Affiliate medical or other benefit coverage and neither Seller nor any ERISA Affiliate maintains or contributes to any plan or arrangement providing medical benefits to former employees, their spouses or dependents or any other individual not employed by Seller or any ERISA Affiliate. (ii) All Plans, Welfare Plans and Employee Benefit Plans and any related trust agreements or annuity contracts comply with and are and have been operated in accordance with each applicable provision of ERISA, the Code (including, without limitation, the requirements of Code section 401(a), to the extent any Plan is intended to conform to that section), other federal statutes, state law (including, without limitation, state insurance law) and the regulations and rules promulgated pursuant thereto or in connection therewith, except any such noncompliance as would not adversely affect the qualification of such Plans under the Code. Seller has applied to the Internal Revenue Service ("IRS") for a favorable determination as to the qualification under the Code of each of the Plans and each amendment thereto. Each trust funding any Plan or Welfare Plan is and has been tax-exempt.

(iii) Neither Seller nor any ERISA Affiliate maintains, administers or contributes to, or has ever maintained, administered or contributed to, any Plan, including, without limitation, any multiemployer plan (as defined in ERISA Section 3(37)), which is or was subject to Title IV of ERISA or the minimum funding standard requirements of Code section 412 or Section 302 of ERISA. Neither Seller nor any ERISA Affiliate has failed to make any contributions or to pay any amounts due and owing as required by the terms of any Plan, Welfare Plan or Employee Benefit Plan, or under ERISA or any other applicable law. Full payment has been made of all amounts which Seller or any ERISA Affiliate is required or committed to pay to the Plans as of the date hereof. (c) Seller has provided to Partnership a true and complete copy of Seller's collective bargaining agreements with Service Employees International Union, Local 96, and the American Federation of Musicians, Local 34. Seller is not a party to any other collective bargaining agreements or other contracts or commitments to or with any labor unions or other employee representatives or groups of employees, and, to the best of Seller's Knowledge, no other labor organization or any representative thereof has made any attempt to organize or represent employees of Seller. No employee of an affiliate of Seller listed on EXHIBIT 4.11 is a member of any labor union.

4.12 Contracts and Commitments. EXHIBIT 4.12 contains a complete list of all contracts, leases or other commitments relating to the Business involving more than $25,000 or at least one year in duration. Seller is not in default under any such contract and all such contracts, leases and commitments are valid and in effect; and, to the best of Seller's Knowledge, no other party thereto is in default. Seller has delivered to Partnership a true and correct copy of each document listed on EXHIBIT 4.12. 4.13 Brokerage and Finder's Fee. Seller has not employed any broker, finder or agent, or agreed to pay or incurred any brokerage fee, finder's fee or commission with respect to the transactions contemplated by this Agreement. 4.14 Compliance with Laws. Except as described on EXHIBIT 4.2 or otherwise disclosed to Partnership in writing, Seller and its affiliates have, in the operation of the Business, duly complied with all laws and regulations of federal, state, local and foreign governments applicable to the Business, and Seller is not in default with respect to any order, judgment, writ, injunction, decree, award, rule or regulation applicable to the Business of any court, governmental or regulatory body or arbitrator and no event has occurred which with notice or the passage of time or both would constitute such a default. Seller has not received notice of any violation of any law or regulation of any federal, state, local or foreign government relating to the Business.

4.15 Filings and Consent. Other than the approval required under HSR and the amendment of the zoning ordinance referred to in Section 7.1(h) hereof, no authorization, approval or consent of any governmental department, bureau or agency or other public board or authority is required for the consummation by Seller of the transactions contemplated by this Agreement. 4.16 Licenses and Permits. Attached hereto as EXHIBIT 4.16 is a list of all licenses and permits held by Seller for the operation of the Business, copies of which licenses and permits have been furnished to Partnership. Such licenses and permits constitute all licenses and permits necessary for Seller to own the Assets or conduct the Business. Each such license or permit is in full force and effect. There is no material violation of any such license or permit. No proceeding is pending or, to the best of Seller's Knowledge, threatened seeking the revocation or limitation of any such license or permit. 4.17 Absence of Certain Changes. Since December 31, 1994, there has not been: (a) any material adverse change in the financial condition, assets or liabilities, or results of operations, of the Business other than changes in the ordinary course of business, which changes have not in the aggregate been and are not reasonably likely to become materially adverse; (b) any materially adverse change in the relationship of Seller or any of its affiliates with any suppliers, customers,

sponsors or other third parties having business relationships with the Business; or (c) any change in the accounting principles or practice utilized by Seller with respect to the Business. 4.18 Material Misstatements or Omissions. No representation or warranty by Seller in this Agreement nor any document, certificate or schedule furnished or to be furnished to Partnership by or on behalf of Seller pursuant hereto contains, or will when furnished contain, any untrue statement of a material fact, or omits, or will then omit to state, a material fact necessary to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made not misleading. ARTICLE V COVENANTS OF PARTNERSHIP Partnership covenants and agrees with Seller as follows: 5.1 Confidentiality of Information. All nonpublic documents and information obtained pursuant to this Agreement shall be deemed strictly confidential, and if the transaction contemplated by this Agreement is not consummated for any reason, all copies of said information shall promptly be returned (except for one copy which shall be retained in strict confidence by Partnership's counsel) and Partnership shall maintain such confidence and shall not disclose or utilize such nonpublic information in any way, except (a) as it may have

otherwise become public information without breach of this Agreement by Partnership, or (b) as it may be required to be divulged by Partnership to comply with legal requirements in which case, Partnership will notify Seller, consult with Seller on the advisability of taking steps to resist or narrow such requirement and, if disclosure is then legally required, cooperate with Seller in any attempt that Seller makes to obtain reliable assurance that confidential treatment will be accorded to designated portions of such information. Nothing in this Section shall be construed to restrict the disclosure by Partnership of such information which Partnership reasonably believes it is obligated to disclose under the federal securities laws. 5.2 HSR Filing. Partnership has filed or caused to be filed the reports, documents, filings and other data required to be filed pursuant to HSR and the regulations promulgated thereunder, and shall promptly coordinate with Seller and respond to any requests for additional information in connection therewith. 5.3 Cooperation. Partnership will cooperate with Seller to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties as shall be required in order to consummate the transaction contemplated hereby.

5.4 Books and Records; Personnel. For a period of five years after the Closing Date (or such longer period as may be required by any federal, state or local governmental agency or ongoing litigation or in connection with any administrative proceeding): (a) Partnership will not dispose of or destroy any of the business records and files of the Business except after first giving 30 days' prior written notice to Seller. Seller shall have the right, at its option and expense, upon prior written notice to Partnership within such 30-day period, to take possession of the records and files within 60 days after the date of Seller's notice to Partnership. (b) Partnership will allow Seller and its representatives access to all business records and files of the Business which are transferred to Partnership in connection herewith, during regular business hours and upon reasonable notice at Partnership's principal place of business or at any location where such records are stored, and Seller shall have the right, at its own expense, to make copies of any such records and files; provided, however, that any such access or copying shall be had or done in such manner so as not to interfere with the normal conduct of Partnership's business or operations. (c) Partnership will make reasonably available to Seller, upon written request and on a basis that does not interfere with Partnership's normal operation of the Business or

any other business of the Partnership, (i) Partnership's personnel to assist Seller in locating and obtaining records and files maintained by Partnership and (ii) any of Partnership's personnel previously in Seller's employ whose assistance or participation is reasonably required by Seller in anticipation of, or preparation for, existing or future litigation, tax return preparation or other matters in which Seller or any of its affiliates is involved and which is related to the Business. 5.5 Board Membership. Partnership will use its best efforts to cause a representative of Seller to be elected to the Board of Directors of the Managing General Partner, so long as Seller owns more than 690,000 Units; provided, however, that such representative shall be Lee Derrough, Lamar Hunt or another individual reasonably acceptable to the Managing General Partner and to Partnership. ARTICLE VI COVENANTS OF SELLER Seller covenants and agrees with Partnership as follows: 6.1 Carry on Business in Usual Manner. From the date hereof to the Closing Date, Seller will carry on the Business in the usual and ordinary course as heretofore conducted (including but not limited to practices with regard to receivables and payables) and, without the written consent of Partnership, Seller will not engage in any transaction which would be inconsistent with any representation or warranty of Seller set forth herein or

which would cause a breach of any such representation or warranty. Seller agrees to use its best efforts to keep the Business intact, to keep available the services of its present employees, and to preserve the goodwill of its suppliers, sponsors, customers and others having business relations with it. 6.2 Access to Information. From the date hereof to the Closing Date, Seller will afford to the representatives of Partnership, including its counsel and auditors, during normal business hours and upon reasonable notice, reasonable access to the Assets and to any and all information with respect to the Business, to the end that Partnership may have full opportunity to make such investigation in advance of the Closing Date as it shall reasonably desire. All such information and access shall be subject to Section 5.1 of this Agreement, relating to the confidentiality of information. 6.3 HSR Filing. Seller has filed or caused to be filed the reports, documents, filings and other data required to be filed pursuant to HSR and the regulations promulgated thereunder, and shall promptly coordinate with Partnership and respond to any requests for additional information in connection therewith. 6.4 Further Assurances. From and after the Closing Date, Seller shall, at the request of Partnership, execute and deliver to Partnership all such further assignments, endorsements and other documents as Partnership may reasonably request for the

purpose of effecting transfer of Seller's title to the Assets to Partnership. 6.5 Employment of Employees. Seller will use its best efforts to assist Partnership in securing the services of the employees indicated on EXHIBIT 4.11 from and after the Closing Date. 6.6 Exclusivity. Unless notified by Partnership in writing that Partnership is no longer considering the acquisition of the Business, or unless the Closing has not occurred on or before September 30, 1995, Seller will not, directly or indirectly, offer or agree to sell, or provide an option to buy, any of the Assets to or initiate, entertain or conduct any negotiations with, or supply documents to, any corporation, partnership, firm or person other than Partnership, for purposes of permitting analysis or evaluation of the sale or other disposition of all or substantially all of the assets comprising the Business. 6.7 Noncompetition. For a period of five years after the Closing Date, Seller agrees not to compete with Partnership in the operation of any amusement park or similar business competitive with the amusement parks presently operated by the Business within a 200-mile radius of such amusement parks. As promptly as possible following the Closing Date, Seller or its affiliate will dissolve Oceans of Fun St. Louis, Inc., a Missouri corporation, or will cause the name of such corporation to be

changed to a name which will not be confusingly similar to any trade name presently used by the Business. 6.8 Tax Payments and Returns. (a) Seller will be responsible for the timely payment of all taxes due with respect to its ownership of the Assets and operation of the Business prior to the Closing except taxes constituting Assumed Liabilities. (b) Seller will be responsible for all tax returns and reports required by law to be filed in respect of the Assets and the Business for all periods ending on or prior to the Closing. Seller will provide Partnership with copies of all of Seller's state and federal returns filed with respect to the contribution of the Assets under this Agreement or with respect to periods including the Closing Date, and with any other tax information reasonably requested by Partnership. 6.9 Restrictions on Development. From and after the date hereof, Seller shall not sell or develop the parcel of real property comprising approximately 29.48 acres, adjacent to the southwest corner of the Real Estate, presently owned by Seller and more particularly described in EXHIBIT 6.9 (the "Undeveloped Parcel") except in accordance with the restrictions set forth in EXHIBIT 6.9. 6.10 Ownership of Units. Seller shall not permit ownership of Units by Seller and its affiliates to aggregate ten

percent or more during the five-year period following the Closing Date. 6.11 Computer Services. Following the Closing Date, Seller's affiliate will provide computer services to the Business on the terms set forth in EXHIBIT 6.11. 6.12 Warehouse Lease. Following the Closing Date, Seller's affiliate, Hunt Midwest Real Estate Development, Inc., will lease the underground warehouse space presently used by the Business to Partnership on the terms set forth in EXHIBIT 6.12. 6.13 License of Service Mark. Seller will license to Partnership the right to use the service mark, "QISS Quality Integrity Safety and Service," on the terms set forth in EXHIBIT 6.13. 6.14 Underground Operations. Seller will, and will cause its affiliates to, at all times conduct all operations subjacent to the Real Estate in accordance with the prevailing industry standards for a prudent operator of such activities. 6.15 Qualification of Plans. Seller will promptly adopt any amendments to the Plans required by the IRS in order to obtain favorable determination letters with respect thereto, and will supply to Partnership a copy of the IRS determination letter with respect to each Plan promptly following Seller's receipt thereof.

ARTICLE VII CONDITIONS OF CLOSING 7.1 Conditions to Partnership's Obligations. The obligations of Partnership to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions by Seller on or before the Closing Date, except as Partnership may waive the same in writing: (a) No Material Adverse Change. From December 31, 1994, to the Closing Date there shall have been no material adverse change in the Assets or in the financial condition or results of operations of the Business and there shall have been no occurrence or circumstances (whether arising heretofore or hereafter) which might result in any such material adverse change. (b) Accuracy of Representations and Warranties on Closing Date. The representations and warranties made herein by Seller shall be correct on and as of the Closing Date, with the same force and effect as though such representations and warranties were made on and as of the Closing Date, and Seller shall have fully complied with all the covenants, terms and conditions hereof. (c) Consents. All consents required by Partnership to be obtained in connection with the transaction contemplated by this Agreement shall have been obtained.

(d) Absence of Casualty. Between the date hereof and the Closing, there shall have been no material damage or destruction to the Assets. (e) Receipt of Title Insurance. Partnership shall receive, on the Closing Date, an extended coverage owner's ALTA policy with endorsements, issued by Chicago Title, insuring that fee simple ownership of the Real Estate is in Partnership, subject only to the exceptions set forth in the commitment for such policy. (f) Investment Letter. Partnership shall have received from Seller an investment letter in the form attached as EXHIBIT 7.1(f). (g) Deliveries. Seller shall have delivered all documents required to be delivered under Section 9.2 hereof. (h) Zoning. The height restriction imposed on the Real Estate shall have been amended in accordance with EXHIBIT 7.1(h). (i) Underground Operations. Partnership shall be satisfied that the separate ownership of rights and the conduct of underground operations subjacent to the Real Estate do not and will not create a material risk to, and will not unreasonably interfere with, Partnership's future operation of the Business. (j) Municipal Services. Partnership shall be satisfied that the municipal services, including but not limited to water supply, available to the Business will be sufficient to support

the Business as Partnership presently expects to develop it during the five years following the Closing Date. 7.2 Conditions to Seller's Obligations. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions by Partnership on or before the Closing Date, except as Seller may waive the same in writing: (a) Accuracy of Representations and Warranties on Closing Date. The representations and warranties made herein by Partnership shall be correct on and as of the Closing Date, with the same force and effect as though such representations and warranties were made on and as of the Closing Date and Partnership shall have fully complied with all the covenants, terms and conditions hereof. (b) Deliveries. Partnership shall have delivered all documents required to be delivered under Section 9.1 hereof and Partnership shall have issued 90 percent of the Units comprising the preliminary Adjusted Price in accordance with Section 2.2 hereof. (c) No Adverse Change. From December 31, 1994 to the Closing Date, there shall have been no material adverse change in the financial condition or results of operations, or assets of the Partnership. (d) Board Representation. A representative of Seller shall have been elected, subject to the Closing of the

transaction contemplated by this Agreement, to the Board of Directors of the Managing General Partner. 7.3 Conditions to the Obligations of Both Parties. The respective obligations of Partnership and Seller hereunder shall be subject, as of the Closing Date, to the following conditions: (a) HSR. The expiration of all applicable waiting periods under HSR or early termination thereof. (b) Absence of Proceedings. No injunction, restraining order or other order of a court of competent jurisdiction shall be in effect which restrains or prohibits the consummation of the transactions contemplated by this Agreement. ARTICLE VIII TERMINATION AND ABANDONMENT 8.1 Right to Termination. This Agreement may be terminated and the transactions contemplated herein abandoned prior to Closing in the following manner: (a) Mutual Consent. By mutual consent of Partnership and Seller; or (b) By Partnership or Seller. (i) By Partnership, if any condition specified in Section 7.1 has not been satisfied or waived; (ii) by Seller, if any condition specified in Section 7.2 has not been satisfied or waived; or (iii) by Partnership or Seller (provided that the terminating party is not otherwise in default of or in breach of this Agreement) in the event that the Closing shall not have occurred on July 28, 1995.

8.2 Effect of Termination. If for any reason this Agreement shall be terminated, this Agreement, except for the obligations under Section 5.1 and to pay brokerage fees, shall thenceforth be void without any further action by the parties. In the event of any such termination, neither Seller nor Partnership, nor any of their respective stockholders, general or limited partners, directors or officers shall have any obligation to the other in damages or for costs, expenses, or otherwise in connection with this Agreement or the transaction contemplated herein, provided, however, that termination pursuant to Section 8.1(b)(iii) hereof shall not relieve any defaulting or breaching party from any liability to the other parties hereto. ARTICLE IX CLOSING OBLIGATIONS 9.1 Partnership's Closing Obligations. At the Closing, Partnership shall deliver the following to Seller: (a) Certificates representing 90 percent of the Units comprising the preliminary Adjusted Price. (b) A certificate signed by an officer of the Managing General Partner of Partnership, on behalf of Partnership, to the effect that the representations and warranties of Partnership made herein are true and correct as of the Closing Date and that Partnership has fully performed all of its commitments hereunder. (c) A duly executed instrument effecting the assumption by Partnership of the Assumed Liabilities.

(d) An opinion of counsel to Partnership in the form attached as EXHIBIT 9.1(d). 9.2 Seller's Closing Obligations. At the Closing, Seller shall deliver to Partnership the following: (a) A certificate signed by an officer of Seller, on behalf of Seller, to the effect that the representations and warranties of Seller made herein are true and correct as of the Closing Date and that Seller has fully performed all of its commitments hereunder. (b) A special warranty deed to the Real Estate acceptable to Chicago Title Insurance Corporation (the deed may be delivered into escrow for the purpose of recording on the Closing Date). (c) A General Conveyance, Assignment and Bill of Sale in the form attached as EXHIBIT 9.2(c) conveying the Assets to Partnership. (d) An Assignment or Assignments of the Intellectual Property. (e) Certificates of Title for any automobiles, trucks, trailers or other titled vehicles transferred hereunder. (f) Specific assignments of such contracts, leases, Assets or agreements as Partnership may reasonably request. (g) An instrument, in recordable form, imposing the restrictions on sale or development of the Undeveloped Parcel set forth in EXHIBIT 6.9.

(h) Any other instruments of conveyance that counsel for Partnership may reasonably deem necessary or desirable to effect or evidence the transfers contemplated hereby. (i) Evidence of all consents obtained by Seller. (j) An opinion of counsel to Seller in the form attached as EXHIBIT 9.2(j). (k) The agreed preliminary price allocation schedule required under Section 2.7. (l) The computer services agreement required under Section 6.11. (m) The warehouse lease required under Section 6.12. ARTICLE X SURVIVAL OF REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION 10.1 Survival of Warranties. All representations and warranties made herein and in any certificate delivered pursuant hereto shall be deemed to have been relied upon by Seller or Partnership, as the case may be, notwithstanding any investigation heretofore made or omitted by Seller or by Partnership, as the case may be. The representations and warranties of Seller and Partnership shall survive until the third anniversary of the Closing of the transactions contemplated by this Agreement, except that Seller's representations and warranties contained in Section 4.7 shall survive the Closing in perpetuity.

10.2 Indemnification. (a) Seller agrees to hold harmless, indemnify and defend Partnership and its legal representatives, successors and assigns from and against any loss, claim, cause of action, damage, liability, expense or cost of any kind or amount whatever including court costs and reasonable attorneys' fees which result from or arise out of any: (i) breach of any representation or warranty contained in Section 4 hereof made by Seller; (ii) failure to perform any covenant, obligation or agreement of Seller made herein; (iii) claims or liabilities arising from noncompliance with bulk sales laws; (iv) any Retained Liability; (v) without limiting the generality or applicability of this Section 10.2(a), any claims or liabilities relating to events or conditions in existence on the Real Estate prior to Closing or any future cleanup or closure obligations respecting Regulated Substances used or stored on the Real Estate prior to Closing; (vi) claims or liabilities related to or arising out of mining or other operations conducted and to be conducted subjacent to the Real Estate, including but not limited to any harm

to or unreasonable interference with the Real Estate or the Business; or (vii) the matters described on Exhibit 10.2. (b) Partnership agrees to hold harmless, indemnify and defend Seller and its legal representatives, successors and assigns from and against any loss, claim, cause of action, damage, liability, expense or cost of any kind or amount whatever including court costs and reasonable attorneys' fees which result from or arise out of: (i) any breach of any representation or warranty contained in Section 3 hereof made by Partnership; (ii) any failure to perform any covenant, obligation or agreement of Partnership made herein; (iii) any Assumed Liability; or (iv) any violation or alleged violation of any Environmental Law or any license or permit pertaining to any Environmental Law to the extent attributed to the ownership and operation of the Business or the Assets by Partnership, or the generation, transport, treatment, recycling, storage or disposal of Hazardous Substances, or arrangement therefor, at the Real Estate after the Closing by Partnership; provided, however, that if

the loss, claim, cause of action, damage, liability, expense or cost results both from Hazardous Substances in existence before the Closing and from the new release of Hazardous Substances by Partnership, liability between Seller and Partnership shall be apportioned on the basis of the respective causal contributions of the new releases of Hazardous Substances by Partnership compared to environmental conditions in existence at or prior to the Closing. (c) In the event Partnership or Seller (the "Claimant") desires to make a claim ("Claim") against the other ("Indemnitor") under this Section 10.2, the Claimant shall give prompt notice in writing to the Indemnitor setting forth the amount, nature and circumstances of the Claim. In the event that, as to any particular Claim, Claimant fails to give such prompt notice to Indemnitor, Claimant shall be deemed to have waived its right of indemnification for such Claim, but only to the extent that Indemnitor is actually prejudiced by any delay in its receipt of notice of such Claim. (d) In the event that any legal proceedings shall be instituted or that any Claim or demand shall be asserted by Claimant in respect of which payment may be sought by Claimant from Indemnitor under the provisions of this Section 10.2, Indemnitor shall have the right, at its option and at its own

expense (i) to be represented by counsel of its choice who must be reasonably satisfactory to the Claimant and (ii) to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency indemnified against hereunder; provided, however, that no settlement shall be made without the prior written consent of the Claimant which shall not be unreasonably withheld. Notwithstanding the preceding sentence, the Claimant may participate in any such proceeding with counsel of its choice and at its expense; provided, however, that if defendants in any such action include both the Claimant and the Indemnitor, and the Claimant shall have been advised by its counsel that there may be legal defenses available to the Claimant which are different from or in addition to those available to the Indemnitor, the Claimant shall have the right to employ its own counsel in such action, and in such event, the fees and expenses of such counsel shall be borne by the Indemnitor. To the extent the Indemnitor elects not to defend such proceeding, claim or demand and the Claimant defends against, settles or otherwise deals with any such proceeding, claim or demand, which settlement may be made without the consent of the Indemnitor, the Claimant will act reasonably and in accordance with its good faith business judgment. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. After any final judgment

or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Claimant and the Indemnitor shall have arrived at a mutually binding agreement with respect to each separate matter indemnified by the Indemnitor hereunder, the Claimant shall forward to the Indemnitor notice of any sums due and owing by it with respect to such matter and such Indemnitor shall be required to pay all of the sums so owing to the other party by wire transfer, certified or bank cashier's check within 30 days after the date of such notice. (e) If Claimant withholds, for any reason, consent to a settlement involving only the payment of money, Indemnitor's maximum liability under this Article X for any subsequent settlement or judgment plus the costs and expenses of the continued defense of the claim shall be the amount of the rejected settlement. To the extent Indemnitor incurs liability in excess of such maximum amount, Claimant shall immediately reimburse Indemnitor on demand. Upon rejection of any settlement into which Indemnitor is willing to enter, Claimant may, at its option, assume the defense of such claim with Indemnitor remaining liable under this Article X, subject to the maximum amount set forth above. Indemnitor shall, upon demand,

immediately reimburse Claimant for all liabilities incurred by Claimant after assumption of the defense. (f) The exclusive remedy available to a party hereto in respect of the indemnity provided by Sections 10.2(a) and (b) shall be to proceed in the manner and subject to the limitations contained in this Article X. ARTICLE XI MISCELLANEOUS 11.1 Expenses. Each of the parties hereto shall bear its own expenses in connection with the negotiation and consummation of the transactions contemplated hereby. 11.2 Representations to Seller's Knowledge. Whenever a representation or warranty is made herein as being "to the best of Seller's Knowledge", it is understood that the officers and/or directors of Seller have made or caused to be made (and the results thereof reported to them) a reasonable investigation to determine the accuracy of such representation or warranty by personnel or representatives competent to determine the accuracy thereof. 11.3 Counsel's Right to Rely. In furnishing opinions pursuant to this Agreement, counsel may rely upon certificates of governmental officials, opinions of other counsel, certificates of the officers of Seller or of Partnership, and such other data as they may deem appropriate as the basis for their opinions.

11.4 Waiver of Compliance with Bulk Sales Law. Partnership hereby waives compliance by Seller with the provisions of any applicable bulk sales law. 11.5 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered United States mail, postage prepaid, or by overnight courier service, and addressed as follows: (a) If to Seller: Hunt Midwest Entertainment, Inc. 8300 N.E. Underground Drive Kansas City, Missouri 64161 Attention: President With a copy to: Seigfreid, Bingham, Levy, Selzer & Gee, P.C. 2800 Commerce Tower 911 Main Street Kansas City, Missouri 64105 Attention: James T. Seigfreid, Esq. (b) If to Partnership: Cedar Fair, L.P. c/o Cedar Fair Management Company One Causeway Drive Sandusky, Ohio 44871 Attention: President With a copy to: Squire, Sanders & Dempsey 4900 Society Center 127 Public Square Cleveland, Ohio 44114-1304 Attention: Mary Ann Jorgenson, Esq. Any notice which is delivered personally in the manner provided herein shall be conclusively deemed to have been duly given to

the party to whom it is directed upon actual receipt by such party. Any notice which is addressed and sent by overnight courier in the manner provided herein shall be conclusively deemed to have been duly given to the party to which it is addressed at the close of business, local time, of the recipient on the 2nd day after it is so dispatched by overnight courier. Any notice which is addressed and mailed in the manner provided herein shall be conclusively deemed to have been duly given to the party to which it is addressed at the close of business, local time, of the recipient on the 3rd day after the day it is so placed in the mail. 11.6 Entire Agreement and Amendment. This Agreement constitutes the entire agreement of the parties and there are no agreements or commitments except as set forth herein (or in the exhibits expressly referred to herein); this Agreement may be amended only by an instrument in writing executed by the parties hereto and authorized as provided herein. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person, firm or corporation other than the parties hereto any rights or remedies under or by reason of this Agreement. 11.7 Restrictions on Transfer of Units; No Registration Rights. Seller acknowledges that the Units to be received as the Adjusted Price hereunder will be received in a transaction not involving any public offering, will be "restricted securities"

under the Securities Act, and may not be sold or transferred without registration under the Securities Act or exemption from such registration (including any exemption that may be provided pursuant to Rule 144 under the Securities Act). Seller acknowledges that such Units may be sold, transferred, pledged or hypothecated or otherwise disposed of only in compliance with applicable federal and state securities laws and with evidence satisfactory to Partnership that the contemplated transaction is permitted by such laws without registration. 11.8 Curative Allocations. Partnership and Seller agree that, for income tax purposes, but not for capital account purposes, Partnership shall make special allocations of gross income, deduction, gain or loss, as may be selected by the Managing General Partner, to or from Seller (the "Curative Allocations") in such aggregate amount as is necessary to increase the Partnership taxable income otherwise allocable to Seller in an amount equal to the difference between the fair market value as determined by Partnership's appraisal and the "Net Tax Value" of the depreciable and amortizable assets contributed by Seller to the Partnership (said difference being the "Book/Tax Difference"), reduced by Seller's pro-rata interest in a similarly-determined difference for Partnership's assets as of Closing. The term "Net Tax Value" means the adjusted basis for income tax purposes of the contributed assets as of Closing.

Calculation of the Curative Allocation shall be made separately for each category of contributed assets. The amount of the Curative Allocation per Unit and per year shall be calculated by Partnership in conformity with the principles of Treas. Reg. 1.704-3(d) as follows: (a) The Book/Tax Difference in the contributed assets shall be deemed to be property placed in service by Partnership as of July 1, 1995. (b) The amount of the Curative Allocation per calendar year shall be calculated by treating the net Book/Tax Differences as newly acquired property and using MACRS and Section 197 lives and methods. (c) The Curative Allocation to a Unit shall continue after transfer or assignment by Seller until the aggregate amount of Curative Allocation for said Unit shall equal the Book/Tax Difference attributable to that Unit, or until Partnership shall cease to be taxed as a partnership. Seller agrees to accept Partnership's calculation of the annual Curative Allocation and to prepare its income tax returns consistent with Partnership's calculation made in accordance with this Section 11.8. Allocations of Partnership income, other than income from the Business during 1995, to the Units shall be made using the monthly convention presently used by Partnership. Partnership income from the Business during 1995 shall be

allocated among Unitholders who are partners beginning July 31, 1995. 11.9 Execution of Counterparts. For the convenience of the parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. 11.10 Governing Law. This Agreement shall be construed and governed by the laws of the State of Missouri. 11.11 No Assignment. This Agreement may not be assigned by Partnership or by Seller without the prior written consent of Seller or Partnership, as the case may be, except that Partnership may, without such consent, assign this Agreement to a corporation or partnership owned or controlled by Partnership. 11.12 Public Announcements. Neither party will make any public announcement or filing with respect to the transaction provided for herein without the prior consent of the other party hereto, except such filings or announcements as Partnership reasonably believes it is obligated to make under the federal securities laws, or except as otherwise required by law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their representatives duly thereunto authorized, all as of the date first above written. HUNT MIDWEST ENTERTAINMENT, INC. /S/ Lee A. Derrough By: Lee A. Derrough President and Chief Executive Officer CEDAR FAIR, L.P. By: CEDAR FAIR MANAGEMENT COMPANY Its General Partner /S/ Richard L. Kinzel By: Richard L. Kinzel President and Chief Executive Officer

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