Welcome to the Cedar Fair fourth quarter and year end conference call. During today's’ presentation all parties will be on a listen only mode. Following the presentation the conference will be open for questions. (Operator Instructions) This conference is being recorded today, Thursday, February 12, 2009. I would now like to turn the conference over to Brian Witherow.

Thank you. Good morning and welcome to our year end earnings conference call. I’m Brian Witherow, Vice President and Corporate Controller for Cedar Fair. Earlier today we issued our fourth quarter and year-end earnings release. A copy of that release can be obtained on our corporate website, cedarfair.com, or by contacting our Investor Relations offices at 419-627-2233. On the call this morning are Dick Kinzel, our Chairman, President, and Chief Executive Officer ,and Peter J. Crage, our Chief Financial Officer and Vice President of Finance. Before we begin I need to caution you that the comments made during this call will include forward-looking statements within the meaning of the Federal securities laws. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. You may refer to filings by the company with the SEC for more detailed discussion of these risks. In addition, in accordance with Regulation G, non-GAAP financial measures used on the call today are required to be reconciled with the most directly comparable GAAP measures. During today’s call we will make reference to adjusted EBITDA as defined in our earnings release. The required reconciliation of adjusted EBITDA is in the earnings release and is also available to investors on our website via the conference call access page. In compliance with SEC Regulation FD, this webcast is being made available to the media and the general public as well as analysts and investors. Because the webcast is open to all constituents and prior notification has been widely and unselectively disseminated, all content of the call will be considered fully disclosed. Now let me turn the call over to Dick Kinzel.

Good morning and thank you for joining us on the call today. As you can see from our earnings release this morning, we generated solid operating results in 2008. In a very challenging year, we were able to improve adjusted EBITDA by 4.5% or $15 million to a record $356 million for the full year. Helping to achieve this record cash flow was a 3% increase in attendance to 22.7 million guests. Much of our success this past year directly attributed to the strong performance at Canada’s Wonderland, as well as solid full results at many of our seasonal parks. With favorable October weather and the combined appeal of our fall promotion, attendance at our parks was up 8% or approximately $205,000 visits in the fourth quarter. To summarize, the key factors in the success of our 2008 season were effective capital programs and marketing strategies combined with favorable weather late in the year to produce solid attendance and revenue figures at most of our parks. Disciplined expense controls dropped most of the revenue increase to the bottom line. On the call today we will discuss our 2008 performance in more detail and provide our view of the 2009 season. Fundamentally, our business is strong and our 2008 results prove this. Revenues for 2008 increased 1% to $996.2 million while cash operating costs and expenses decreased 1% to $640.3 million. This resulted in a 4.5% increase in adjusted EBITDA to $355.9 million. We believe the increase in cash flow is a direct result of the strong capital expenditure program and solid performances at the majority of our parks. We invested approximately $83 million in new rides and attractions over the past year and clearly our parks benefited from these strategic investments. The parks we acquired in 2006 performed well, with Canada’s Wonderland being the standout performer this year and King’s Island also contributing nicely. We believe the success of Canada’s Wonderland is a direct result of our $21 million capital investment there this year. Behemoth has become the park’s signature roller coaster and we believe will continue to contribute to the park’s future success. Michigan’s Adventure, our smallest park in Muskegon. Michigan, and Dorney Park in Allentown, Pennsylvania, also found success this year with their new roller coasters. Before I turn the call over to Peter, I would briefly like to address our continued evaluation of our capital structure and various alternatives for reducing the company’s debt levels. In light of current economic and market conditions, reducing the debt and strengthening our balance sheet must continue to be a priority. We are continuing a wide range of alternatives for reducing debt. No decisions have been finalized on any of these alternatives at this time. At this point I would like to turn the call over to Peter to discuss these results in more detail after which I will comment on our upcoming 2009 operating season.

As Dick mentioned, we’re very pleased with our performance in light of the poor economy. For the year, we generated net revenues of $996.2 million, a 1% or $9.3 million increase over 2007. Excluding depreciation, amortization, and other non-cash charges, cash operating costs and expenses decreased 1% or $6 million to $640.3 million. This decrease was primarily attributable to the closing of Star Trek: The Experience in September due to the expiration of our lease with the Hilton, in addition to continued disciplined cost controls. It is important to note that we avoided cost increases on a majority of the merchandise and food products sold in our parks which many other companies experienced last summer because we locked in the majority of these costs prior to the start of the operating season. We have also continued to take advantage of our purchasing power since the acquisition of the Paramount Parks in 2006 to help maintain and in some cases lower our costs. We have a long history of controlling our costs and improving efficiencies and we will continue to monitor these areas closely going forward to ensure continued success in the future. Those of you who regularly follow our results know that we believe adjusted EBITDA or earnings before interest, taxes, depreciation, and other non-cash items provides meaningful insight into our operating results since we use it for budgeting and measuring park level performance. Because it’s important to us, we make it available to share with investors. For the year adjusted EBITDA increased $15.2 million or 4.5% to a record $355.9 million. Likewise, EBITDA margins improved to 35.7% from 34.5% in 2007. As Dick mentioned earlier, we believe the improved cash flows are a direct result of our capital investments and strong marketing campaigns in our parks. Non-cash costs increased…

As we look to the upcoming season, we believe we have a good plan in place to capitalize on opportunities and overcome challenges we might face. In these unprecedented times, it is difficult to predict with certainty what the future will hold. Our plan is to continue to reinvest in our parks on an annual basis, increase the value to a park visit through specially event and promotions, and to maintain the high degree of customer service our guests have come to appreciate and expect over the years. In 2009 we will be investing a total of $662 million across our 17 properties, highlighted by the addition of a new world-class roller coaster at King’s Island in Cincinnati, Diamond Back, a $22 million steel roller coaster will be king of the hills in 2009 as this park’s fifteenth roller coaster. We will also introduce two additional coasters, Prowler, a wooden coaster at Worlds of Fun in Kansas City, and Carolina Cobra, a boomerang style coaster at Carowinds in Charlotte, North Carolina. In addition, family attractions will be introduced at Valleyfair in Shakopee, Minnesota and Kings Dominion in Doswell, Virginia. Finally, several parks will debut a variety of existing or exciting live shows including the expansion of the All Wheels Extreme Stunt Show to several properties. Our strategy has always been to offer a variety of activities to our guests and I believe our 2009 program will again capture their attention. It is still too early to predict what impact the economy will have on the operating performance. It is important to mention to date we have seen a small decrease in our early seasons pass sales. Total sales to date represent approximately 10% of our average annual pass sales. Therefore, it is difficult to predict the full year impact. At this point we have not identified any abnormal trends with our preseason group sales although a large portion of these bookings traditionally occur over the next two months. We are confident that we have some of the best employees in the industry and we have many full time employees who are working with us during the past recessions. Their experience, along with our position of being an affordable vacation alternative, would help to support our business over the next year. At this point I’ll conclude our prepared remarks and allow for any questions that you might have.

(Operator Instructions) Your first question comes from Joe [Lackey] with Wells Fargo Wachovia. Joe [Lackey] – Wells Fargo Wachovia: First question regarding the 8-K filed on February 4 to amend the credit agreement. I believe the cutoff for lenders to consent was on February 10. Was the amendment approved by the lenders?

We have extended that date. We continue in discussions with a lender. That date has been extended. Right now we’re looking at either late this week or early next week so we’re still in discussions. Joe [Lackey] – Wells Fargo Wachovia: Can you give any sort of update on your expectations of whether or not you’ll be in violation of the distribution provision at the end of ’09?

At this time the season, we don’t have any visibility on the season. We’re closed. As the season begins to unfold we can evaluate that as we’ve reported in the past, the particular covenant that governs distributions steps down to 4.75 times. I will tell you based on the results that we achieved this year, we are right at that number, so as Dick had mentioned, we’re planning for the season and the season will unfold and we’ll have to monitor that as we go through the season. Joe [Lackey] – Wells Fargo Wachovia: Can you give a quick recap of alternatives that the Board is reviewing in regards to distribution, debt repurchase, that sort of thing, and kind of give s some sort of balance that the Board is looking at in regards to the distribution specifically i.e. for example, would the Board tend to be more aggressive to give you some more cushion should the distribution need to be revised? Any sort of discussion around that?

Sure, we’re looking at a number of alternatives. We’re looking at obviously our cash flow. We have strong cash flows and cash flows before distribution are an item that is a real asset to us to take down debt levels so we’re evaluating that. We’re also evaluating some opportunities to sell some non-earning assets. We’ve talked about the Canadian land in the past. As you know, this is a difficult credit market so it takes time to put together a deal and finalize a deal. But we’re looking at those things as well. We have a variety of alternatives. We continue to discuss them. We continue to evaluate them, and see what we can do. But really everything at this point is on the table to make sure that we were comfortable with our debt levels for the future.

There certainly has to be a compelling reason for us to reduce the distribution. We’re very confident in our management team. We’re very comfortable going forward as Peter mentioned, we can duplicate what we did this year, certainly we will be within the covenants guidelines. Joe [Lackey] – Wells Fargo Wachovia: Just a final question here. In regards to operating expenses, as you look forward into 2009, is there anything in your plans right now to reduce expenses as a percentage of revenues?

We’re sort of fortunate. We’ve been closed since November. Witt the exception of Knott’s Berry Farm, the money’s been in the bank, we sort of avoided the bank problems and things like that. We’re able to sit back and take a look at what’s happening. We’re anticipating a very challenging year in 2009, however, we are going to do everything we can to make it very, very successful but in that effort while we have made reductions in just about all of our parks across the board, everything from temporary layoffs to monitoring seasonal employees, so we’re very, very cognizant of the economy. We started monitoring expenses and that program has been going on since we’ve closed and even other things of eliminating any perks that we thought that were out there that were not needed have been eliminated.

Your next question comes from Scott Hamann with KeyBanc Capital Markets.

This is actually Cassandra calling in for Scott. I guess when you talk about the parks and the differences in performance, could you speak a little bit more to the differences maybe even on a regional basis, that cause the differences?

Certainly the markets make a huge difference. We were very fortunate in Canada last year. Canada was our big contributor. We put in a tremendous roller coaster there, a $20 million plus roller coaster there, Behemoth, that the public accepted. It drove attendance, it drove seasons passes. Areas like Michigan’s Adventure even though Michigan’s Adventure was our smallest park and it was right in the heart of Detroit and their main business with a high unemployment rate, our General Manager there had some promotions and some creative advertising that appealed to the market and to the families and they had a very good year this year. Again, some of the parks that had some bad weather, we don’t like to use weather as an excuse, but some of the parks that had some weather early, that certainly had a contribution to a soft year, but for the most part, we take each of the parks on an individual basis, by the region, we invest our capital accordingly, and we adjust capital accordingly. Of course bigger parks like Cedar Point, King’s Island, and Canada’s Wonderland, we usually get an infusion of a major capital expenditure every other year while the smaller parks will get every three years, and we found that formula works very well. I hope that answers your question. There’s really no recipe for saying why one park is doing better than another with the exception of those things I just outlined.

I guess in terms of pricing, your thoughts on pricing ’09 versus ’08, what are the possibilities to increase pricing on average?

Most of the parks have increased somewhat. Our group business which comes back, we’re very dependent on our group sales business, a lot of those have pricing that have been held to 2008 levels, but for the most part due to inflationary trends, the front gate prices at all of our parks have gone up I would say on average of $1. I’d like to say is compared to the industry standard. We’re still a very economical and value family vacation. Of course we have a lot of promotions with our hotels. If you stay at our hotels either in California or in Cedar Point, there’s certainly promotions tied into getting into the parks by staying on our property also.

Also looking at the operating data for next year versus this year, are there going to be any differences in the quarters that was like what we saw this year?

The accounting? No, we had a one week off fiscal year last year so 2007 and 2008 will be comparable on a quarterly basis.

For the most part I think the average number of operating days are going to be about the same. Cedar Point, a couple of parks are opening, a couple 4 or 5 days later this year, but with the calendar and Easter falling that sort of makes up for it, so I think in the end we’ll have almost the same number of operating days.

Then Peter, on the impairment charge, what exactly is the after tax number just to make sure?

The after tax number is 87, I think we had about 26 million in tax effect, so about $60 million. So on a pro-forma basis we would have made $65.5 million of net income if not for that impairment, or about $1.18 in earnings per diluted limited partner unit.

Your next question comes from Robert Routh with Wedge Partners.

A few quick questions. If I heard you correctly, it sounds as though you’re going to do everything possible to not cut the distribution unless it absolutely becomes necessary. I wanted to be sure I did hear that right. In the event you were to do that as part of your recapitalization given the economy and just better be safe than sorry, is it at least safe to assume that were you to undertake some type of dividend cut or distribution cut that it would be no more than 50% of what you currently pay? We’re not going to see a Bank of America where you’re going down to a penny, are we?

It’s very difficult, you can’t really speculate. The only thing I can tell you is what I said before, that there has to be a compelling reason for us to cut the distribution. One of the concerns that the Board has and the management has is not so much the [inaudible] but our concern is basically refinancing risks in 2012. To give you any kind of indication of what the cut would be, it just wouldn’t be appropriate for me to do that.

That would be premature at this point. We’re going through the analysis, evaluating it so to give you a guarantee or prediction that it will be half or all, it’s much too premature. There’s a line of communications, at the beginning of the season, our Board meetings are relatively close now, our next meeting is in early March, and we go into June, so certainly the market will be kept aware of anything that is happening.

So it’s safe to assume that for now, if possible, obviously, you’d like to maintain the distribution because as you know, a lot of your shareholder base, a lot of your stock, they depend on that income to live.

You hit it right on the head and again unless there was a compelling reason long term going down the road that it would be beneficial for us in 2012 or 2013 when we have to refinance the debt, we certainly would not want to cut the distribution. You hit it right on the head. 80% of our investors are retail and quite frankly about 40% of that 80% live right here in Ohio, and we’ve gotten a lot of letters since the press release came out how dependent they are on the distribution and on a personal note, I know how my family lives off that distribution. My mother and father, when they were alive, and my mother and father in law when they were alive, lived off that distribution, and it’s very sacred to us, and believe me, we would not do anything unless we thought it was for the long term betterment of the company. We have never made a short term decision. Everything we’ve done for this company has always been long term.

I’ve gotten a lot of calls from widows and orphans that this is the only income they still have. As far as the assets you have available for sale, I know you have a lot of stuff around a lot of your parks, a lot of your land that you bought years ago and it’s on the books as nothing, basically. Could you give us a little bit of a sense if you were to sell off some land, what you have, kind of update investors in terms of what they don’t really see on the balance sheet other than in terms of your acres. Obviously to capitalize the cost.

I think that most of the land that we’ve talked about selling has been pretty well public. We’ve talked about the San Francisco 49ers in Santa Clara, they’re interested in building their new stadium on our property and we have a lease with the City of Santa Clara. We have publicly said that we are negotiating with them on the sale of that property. They want to put a stadium there, we can’t agree on how to use it right. We don’t think we can co-exist with a football stadium and so we don’t want to stand in the way of the City of Santa Clara benefiting from not getting that stadium, so we have offered that we would sell that park if necessary to see that the City of Santa Clara benefited. The other assets we talked about was the land, the 54 acres surrounding Canada’s Wonderland. We’ve openly talked about and we’ve openly talked about the land that we have in Geauga Lake in Aurora, Ohio although with the economy in Ohio, there’s been no movement on that at all and I certainly don’t want to get optimistic about that. We’ve pretty well put that on the back burner. I think that’s pretty much it. There are little pockets that are vacant land, wooded land, around our parks, but clearly there’s no demand for that and there are items we would be talking about them if they had true value in this market but they don’t.

Our goal would certainly be to sell non-revenue-producing assets.

Just one last question, as you are doing your capital structure, balancing is definitely prudent in this environment, better safe than sorry, have you considered the option of separating your company into two separate equities, one being the MLP dividend paying entity that would not be highly levered, and then another being the common stock that would not pay a dividend that would be higher levered, with certain parts, as a way to continue the clientele effect in keeping your investors that want the dividend getting it and then people that just want to invest in the equity and have a capital gain, being able to invest that way because we assume that would be something fairly simple for you to do structurally and you could have all the benefits you have now and it might work in terms of in effect you could almost have an exchange offer where people could opt to give in their MLP units for a unit of Cedar Fair common stock, the non-dividend paying higher levered entity that’s the growth vehicle. I’m just curious whether you’ve considered any option like that in addition to asset sales in other ways to fix the balance sheet.

Yes, in fact, we have. We like to think of that as a hybrid conversion of sorts. To the point that it’s simple, it’s probably not as simple as it sounds. There’s obviously a little bit of heavy lifting having said that, heavy lifting should be the reason you don’t do it. What we’re trying to do right now is look at those things that we can effectuate rather quickly to deal with the issues, but that’s something we’ve looked at, something we evaluate our capital structure and our corporate structure often and the answer to your question is yes, we have looked at that but right now we’re not moving down that path.

Your next question comes from Scott Hamann with KeyBanc.

To the extent that the credit markets loosen up, is there an opportunity to negotiate or refinance your current agreement?

I guess yes, it’s always an opportunity to do that, and having said that, right now for the next 2.5 to 3 years, we have relatively inexpensive money. I would think that the credit markets both mid-term and longer term yields would have to come down from dramatically for that to make sense on a cash flow basis.

Okay, and then what would be the dollar amount that you’re allowed to buy back on your debt under the current agreement and under what time frame?

Under the current agreement we can buy that debt at par at any amount, at any level we choose provided we have the funds to do that. The waiver that we’ve discussed, the negotiation with the lenders, is to allow us to do that at levels less than par but as I said earlier in the call, we have yet to finalize those negotiations.

Finally just going back to the cash operating costs, would you anticipate operating costs to be down on an absolute basis in ’09 versus ’08?

Difficult to say at this point. We have very little visibility on the ’09 season so it would be difficult to give you any guarantee that the operating costs would be down year-over-year.

Your next question comes from Justin Harrison with Ramsey Asset Management.

Peter, first, a couple questions on the operating expenses. Could you just give the breakdown of the three cash ones, the food, operating expenses, and SG&A for the quarter only?

Bear with me just a second. We may have to get back to you on that. I don’t have them. We’ll get back to you on that.

You mentioned last year you were able to lock in, I think you were referring to the food costs. Is that something you’re doing again this year and is there any kind of guidance on what that cost should be? Is this kind of food costs that come down quite a bit? Any view on what you’re locking them in at this year versus last year?

We’re not seeing the dramatic increases this year that we had thought would happen and in fact did happen last year. We don’t have... we’re in the process of doing that right now. As you know, we’re not open yet. So we’re in the process of doing that right now and we have no visibility on exactly what those numbers are but we’re going about the same process that we did last year.

If you could, could you give any more kind of color commentary on what the reaction has been so far from the lenders or your updated view on if you’re going to be able to get a amended agreement or?

At this point because we’re still in the negotiations, we really don’t want to talk about their views at this point. We’ve had a number of discussions and they are going reasonably well but we won’t know until we have been able to talk about those things that they would like and those things that we would like in the waiver. Cost of food, merchandise, and games, $90.6 million. Operating expenses, $418.5 million, and then SG&A of $131.9 million.

We have no further questions. Please continue.

At this point if there are no further questions I’d like to thank everyone for joining us on the call today. Should you have any follow up questions, please feel free to contact our investor relations department or Stacy Frole, our Director of Investor Relations directly this afternoon at 419-627-2227. We look forward to speaking with you again in early May to discuss first quarter. Thank you.

Ladies and gentlemen this concludes the Cedar Fair fourth quarter and yearend earnings conference call. This conference will be available for replay after today at 11 am Eastern through March 9 at midnight. You may access the replay system at any time by dialing 1-800-406-7325 or 303-590-3030 followed by the access code of 3963219 and the pound sign. Thank you for your participation. You may now disconnect.