SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAgreement of Limited Partnership • August 7th, 2019 • Cedar Fair L P • Services-miscellaneous amusement & recreation • Delaware
WHEREAS, the Partnership was organized as a limited partnership under the laws of the State of Minnesota on May 13, 1983 under the name “Cedar Fair Limited Partnership” by the filing of a Certificate of Limited Partnership and Limited Partnership Agreement in the Office of the Secretary of State of the State of Minnesota under file number LP-1167, which was amended and restated on July 22, 1983 by the filing of a Certificate of Amendment to the Certificate of Limited Partnership and Amended and Restated Limited Partnership Agreement, which was further amended by the filing of a Certificate of Amendment to the Certificate of Limited Partnership and Amendment to the Amended and Restated Limited Partnership Agreement dated as of November 25, 1986, and which was amended and restated on December 30, 1986 by the filing of a Second Amended and Restated Certificate and Agreement of Limited Partnership (“Second Restated Agreement”); and
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 7th, 2019 • Cedar Fair L P • Services-miscellaneous amusement & recreation • Delaware
This Asset Purchase Agreement (this “Agreement”), is dated as of June 12, 2019, and is by and among Millennium Operations LLC, a Delaware limited liability company (“Buyer”); Waterpark Management, Inc., a Texas corporation; Golden Seal Investments, Inc., a Texas corporation; Bad-Schloss, Inc., a Texas corporation; Liberty Partnership, Ltd., a Texas limited partnership; Henry Condo 1, Ltd., a Texas limited partnership; and Henry-Walnut, Ltd., a Texas limited partnership (the “New Braunfels Sellers”); SVV I, LLC, a Kansas limited liability company; and KC Waterpark Management, LLC, a Kansas limited liability company (together, the “Kansas City Sellers”); and Galveston Island Water Park, L.P., a Texas limited partnership; and Galveston Waterpark Management, Inc., a Texas corporation (the “Galveston Sellers,” and collectively with the New Braunfels Sellers and the Kansas City Sellers, each a “Seller” and collectively the “Seller Parties”); Schlitterbahn Seller Rep, LLC, a Texas limited lia
