Definitions

Definitions. Section 1.01 of the Indenture is hereby amended by inserting the following definitions in the Indenture in the correct alphabetical order: "Limited Condition Transaction" means the business combination of Cedar Fair and Six Flags Entertainment Corporation ("Six Flags") pursuant to the Merger Agreement; provided that for purposes of determining compliance with Section 4.07, the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated... Net Income of or attributable to Six Flags or any of its Subsidiaries unless and until the closing of the Limited Condition Transaction shall have actually occurred. "Merger Agreement" means the Agreement and Plan of Merger, dated as of November 2, 2023, by and among Cedar Fair, Six Flags, CopperSteel HoldCo, Inc. and CopperSteel Merger Sub, LLC, as amended, supplemented or otherwise modified from time to time. View More

Definitions. The use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture and the form of the Series G Notes attached hereto as Exhibit A.

Definitions. (a) The definition of "Credit Agreement" is hereby amended in its entirety to read as follows: "Credit Agreement" means this Credit Agreement, as amended by the First Amendment, as the same may from time to time be amended, modified, restated, or replaced from time to time. (b) The definition of "Maturity Date" is hereby amended in its entirety to read as follows: "Maturity Date" means July 7, 2011, and for any Lender agreeing to extend its Maturity Date under Section 2.10, the date on July 7,... in each year thereafter pursuant to which the Maturity Date has been extended but in no event later than July 7, 2013. (c) The definition of "First Amendment" is hereby added to Section 1.01 in proper alphabetic order which definition shall read as follows: "First Amendment" means the First Amendment to Credit Agreement dated as of June 7, 2006 among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the Lenders party thereto. View More

Definitions. Each term used but not defined herein shall have the meaning assigned to such term in the Security Agreement.

Definitions. For all purposes of this Agreement, the following terms shall have the meanings specified in this Section, unless the context clearly otherwise requires: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations issued under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2 (b) "AIP" shall mean any Annual Incentive Plan of the Company, as in effect immediately prior to a change of... Control, or predecessor or prior plan, including BMBC's Thrift and Savings Plan and the Company's annual bonus plan. (c) "Base Salary" shall mean the total cash remuneration earned by the Employee on an annualized basis in all capacities with the Company and its Subsidiaries, including, without limitation, any amounts the payment of which has been deferred by the Employee, excluding only payments earned by or allocated to the Employee under the AIP. (d) A Person shall be deemed the "Beneficial Owner" of any securities: (i) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon 3 the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations issued under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the "Beneficial Owner" of any security under this subsection (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant 4 to, and in accordance with, the applicable provisions of the General Rules and Regulations issued under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person's Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to subsection (ii) above) or disposing of any voting securities of BMBC; provided, however, that nothing in this Section 1(d) shall cause a Person engaged in business as an underwriter of securities to be the "Beneficial Owner" of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition. (e) "Board" shall mean the board of directors of the Company or BMBC as the context of this Agreement indicates. 5 (f) "Change of Control" shall be deemed to have taken place if (i) any Person (except BMBC, any Subsidiary of BMBC, any employee benefit plan of BMBC or the Company, any Person or entity organized, appointed or established by BMBC or any Subsidiary of BMBC for or pursuant to the terms of any such employee benefit plan) together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of 25% or more of the common stock of BMBC then outstanding, or (ii) during any twenty-four month period, individuals who at the beginning of such period constituted the Board of BMBC or the Company cease, for any reason, to constitute a majority thereof, unless the election, or the nomination for election by BMBC's or the Company's shareholders, as the case may be, of each director who was not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors in office at the time of such election or nomination, who were directors at the beginning of such period. (g) "Common Stock" shall mean the outstanding common stock of BMBC. (h) "Pension Plan" shall mean the BMBC non-contributory pension plan and the amended pension plan which covers eligible employees of the Company. 6 (i) "Person" shall mean any individual, firm, corporation, partnership or other entity. (j) "Stock Plan" shall mean (i) BMBC's 1986 Stock Option and Stock Appreciation Rights Plan, as amended and restated; (ii) BMBC's 1998 Stock Option Plan; and (iii) any other stock option plan, stock option and stock appreciation rights plan, stock bonus plan, stock grant plan, or similar benefit plan established by BMBC and which exists for the benefit of the Employee at the time of a Change in Control. (k) "Subsidiary" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations issued under the Exchange Act. (l) "Termination Date" shall mean the date of receipt of the Notice of Termination described in Section 2 hereof or any later date specified therein, as the case may be. (m) "Termination of Employment" shall mean the termination of the Employee's actual employment relationship with the Company. (n) "Termination upon a Change of Control" shall mean a Termination of Employment upon or within two (2) years after a Change of Control either: 7 (i) initiated by the Company for any reason other than (x) the Employee's continuous illness, injury or incapacity for a period of six consecutive months or (y) for "cause," which shall mean misappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of his/her duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its Subsidiaries or BMBC and its Subsidiaries taken as a whole; or (ii) initiated by the Employee following one or more of the following occurrences: (A) a significant reduction by the Company or BMBC (if the Employee is an officer of BMBC) of the authority, duties or responsibilities of the Employee immediately prior to the Change of Control; (B) any removal of the Employee from his/her officer position with BMBC, the Company and its Subsidiaries held by him/her immediately prior to the Change of Control, except in connection with promotions to higher office; 8 (C) a reduction by the Company in the Employee's Base Salary as in effect immediately prior to the Change of Control; (D) revocation or any modification of the AIP or Stock Plan, or any action taken pursuant to the terms of either plan, which materially (x) reduces the opportunity to receive compensation under any or both of such plans of equivalent amounts received by the Employee during the three (3) fiscal years immediately preceding the Change of Control, subject to the right of the Boards of Directors of BMBC or the Company, as appropriate, to establish in a manner consistent with past practice, prior to the Change of Control, reasonable goals under the AIP or Stock Plan, (y) reduces the compensation payable to the Employee under either or both of such plans but which does not effect comparable reductions in the compensation payable to the other participants in such plans, or (z) increases 9 the compensation payable to other participants in either or both of such plans but which does not effect corresponding increases in the amount of compensation payable to the Employee; (E) termination or modification of BMBC's Pension Plan or Supplemental Employee Retirement Plan, in each case as such plans are in effect immediately prior to the Change of Control, which materially reduces (x) the retirement benefits provided by such plans, or (y) the funding thereof provided by the Pension Plan or by any trust established by BMBC to fund benefits provided by the Supplemental Employee Retirement Plan; (F) a transfer of the Employee, without his/her express written consent, to a location which is outside the Greater Philadelphia area (or the general area in which his/her principal place of business immediately preceding the Change of Control may be located at such time, if other than Bryn Mawr, Pennsylvania), or which is otherwise an unreasonable commuting distance from the Employee's principal residence at the date of the Change of Control; 10 (G) the Employee being required to undertake business travel to an extent substantially greater than the Employee's business travel obligations immediately prior to the Change of Control; or (H) any failure of the Company to comply with and satisfy Section 13 of this Agreement. 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Definitions. For all purposes of this Agreement, the following terms shall have the meanings specified in this Section, unless the context clearly otherwise requires:

Definitions. All capitalized terms used, but not otherwise defined, herein shall have the respective meanings for such terms set forth in Exhibit I to the Receivables Purchase Agreement (as defined in the Agreement).

Definitions. The definitions used in the LLC Agreement shall, except as otherwise specifically provided below, have the same meanings in this Agreement. As used herein, the following terms shall have the following meanings: "Columbia Member" means Columbia Hardy, its successors and any assigns under Section 3.2.2 of the LLC Agreement. "LLC Agreement" is defined in the Recitals. "Piedmont Member" means Piedmont Hardy, its successors and any assigns under Section 3.2.2 of the LLC Agreement. "Sponsor" means... TCO for Columbia Hardy and PNG for Piedmont Hardy and if plural applies to both TCO and PNG. View More

Definitions. Terms used but not otherwise defined shall have the meanings given to such terms in the Credit Agreement.

Definitions. The following terms listed below have the meanings set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Note Purchase Agreements.