UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 
 (Mark One)
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal period ended December 31, 2008
 OR
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    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 000-51064
 GREAT WOLF RESORTS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)122 West Washington Avenue 
Madison, Wisconsin 53703(Address of principal executive offices)
    
    51-0510250(I.R.S. Employer
Identification No.)53703(Zip Code)
 Registrants telephone number, including area code
608 661-4700
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    NASDAQ Global Market
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  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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PART III
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Financial Statements
  Financial Statement Schedules
  Exhibits
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SIGNATURES
  GREAT WOLF RESORTS, INC./s/  KIMBERLY K. SCHAEFERKimberly K. SchaeferChief Executive Officer  5




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INDEX TO EXHIBITS
  ExhibitNumber
    

Description2.1
    
    Form of Merger Agreement (Delaware) (incorporated herein by reference to Exhibit 2.1 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)2.2
    
    Form of Merger Agreement (Wisconsin) (incorporated herein by reference to Exhibit 2.2 to the Companys
Registration Statement on Form S-1 filed August 12, 2004)3.1
    
    Form of Amended and Restated Certificate of Incorporation for Great Wolf Resorts, Inc. dated December 9, 2004
(incorporated herein by reference to Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed
August 12, 2004)3.2
    
    Form of Amended and Restated Bylaws of Great Wolf Resorts, Inc. effective September 12, 2007 (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on Form S-1 filed September 18, 2007)4.1
    
    Form of the Common Stock Certificate of Great Wolf Resorts, Inc. (incorporated herein by reference to Exhibit
4.1 to the Companys Registration Statement on Form S-1 filed October 21, 2004)4.2
    
    Junior Subordinated Indenture, dated as of March 15, 2005, between Great Wolf Resorts, Inc. and JPMorgan Chase
Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K filed March 18, 2005)4.3
    
    Amended and Restated Trust Agreement, dated as of March 15, 2005, by and among Chase Manhattan Bank USA,
National Association, as Delaware trustee; JPMorgan Chase Bank, National Association, as property trustee;
Great Wolf Resorts, Inc., as depositor; and James A. Calder, Alex G. Lombardo and J. Michael Schroeder, as
administrative trustees (incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on
Form 8-K filed March 18, 2005)10.1
    
    License Agreement, dated January 30, 2004, by and between The Great Lakes Companies, Inc. and Jim Pattison
Entertainment Ltd. (incorporated herein by reference to Exhibit 10.1 to the Companys Registration Statement
on Form S-1 filed September 23, 2004)10.2
    
    Development Agreement, dated as of July 30, 2003, among the City of Sheboygan, Wisconsin, the Redevelopment
Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort Sheboygan,
LLC, and Blue Harbor Resort Condominium, LLC (incorporated herein by reference to Exhibit 10.2 to the
Companys Registration Statement on Form S-1 filed August 12, 2004)10.3
    
    First Amendment to the Development Agreement, dated June 25, 2004, by and among the City of Sheboygan,
Wisconsin, the Redevelopment Authority of the City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc.,
Blue Harbor Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC (incorporated herein by reference
to Exhibit 10.3 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.4
    
    Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004, between Tall Pines Development
Corporation and The Great Lakes Companies, Inc. (incorporated herein by reference to Exhibit 10.4 to the
Companys Registration Statement on Form S-1 filed December 7, 2004)10.5+
    
    Form of Employment Agreement (incorporated herein by reference to Exhibit 10.5 to the Companys Registration
Statement on Form S-1 filed December 7, 2004)10.6
    
    Registration Statement on Form S-1 filed January 21, 2005) Form of Noncompete Agreement, Trade Secret and
Confidentiality Agreement (incorporated herein by reference to Exhibit 10.6 to the Companys Registration
Statement on Form S-1 filed January 21, 2005)10.7
    
    Form of Officers and Directors Indemnification Agreement (incorporated herein by reference to Exhibit 10.7 to
the Companys Registration Statement on Form S-1 filed August 12, 2004)10.8+
    
    Form of Indemnity Agreement (incorporated herin by reference to Exhibit 10.8 to the Companys Registration
Statement on Form S-1 filed September 23, 2004)10.9+
    
    Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit
10.9 to the Companys Registration Statement on Form S-1 filed August 12, 2004)10.10+
    
    Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan (incorporated herein by reference to Exhibit 10.10
to the Companys Registration Statement on Form S-1 filed November 26, 2004)10.11+
    
    Form of Great Wolf Resorts, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.11
to the Companys Registration Statement on Form S-1 filed August 12, 2004)
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ExhibitNumber
    

Description10.12
    
    Loan Agreement by and among Great Wolf Resorts, Inc., Citigroup Global Markets Realty Corp. and The Travelers
Insurance Company (incorporated herein by reference to Exhibit 10.16 to Companys Registration Statement on
Form S-1 filed January 21, 2005)10.13
    
    Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts, Inc., Great Wolf Capital Trust I,
Taberna Preferred Funding I, Ltd and Merrill Lynch International (incorporated herein by reference to Exhibit
1.1 to the Companys Current Report on Form 8-K filed March 18, 2005)10.14
    
    Venture formation and Contribution Agreement dated October 3, 2005, among Great Wolf Resorts, Inc., Great Bear
Lodge of Wisconsin Dells, LLC, Great Bear Lodge of Sandusky, LLC, and CNL Income Partners, LP (incorporated
herein by reference to Exhibit 10.1 to the Companys current Report on Form 8-K filed October 7, 2005).10.15
    
    Loan Agreement dated March 1, 2007, among CNL Income GW WI-Del, LP and CNL Income GW Sandusky, LP, as
borrowers, and NSPL, Inc., as lender (incorporated herein by reference to Exhibit 1.1 to the Companys Current
Report on Form 8-K filed March 2, 2007).10.16
    
    Loan Agreement dated July 28, 2007, among Great Wolf Lodge of Grapevine, LLC, as borrower, and Merrill Lynch
Capital and HSH Nordbank, as lenders (incorporated herein by reference to Exhibit 1.1 to the Companys Current
Report on Form 8-K filed July 31, 2007).10.17
    
    Loan Agreement dated December 6, 2007, between Great Wolf Lodge of the Poconos, LLC, as borrower, and
Citigroup Global Markets Realty Corp., as lender (incorporated herein by reference to Exhibit 1.1 to the
Companys Current Report on Form 8-K filed December 13, 2007).10.18
    
    Loan Agreement dated February 6, 2008, between Great Wolf Lodge Williamsburg SPE, LLC, as borrower, and
Citigroup Global Markets Realty Corp., as lender (incorporated herein by reference to Exhibit 1.1 to the
Companys Current Report on Form 8-K filed February 8, 2008).10.19
    
    Loan Agreement dated April 30, 2008, among Great Wolf Lodge of the Carolinas, LLC, as borrower, Marshall
Financial Group, as administrative agent, and the several banks and other financial institutions from time to
time party thereto, as lenders (incorporated herein by reference to Exhibit 1.1 to the Companys Current
Report on Form 8-K filed May 6, 2008).10.20**
    
    The Hovde Building Lease, dated September 1, 1997, as amended by amendments dated July 2, 2002, February 12,
2004, April 23, 2004, August 11, 2004, and January 22, 2009.21.1**
    
    List of Subsidiaries23.1**
    
    Consent of Grant Thornton LLP23.2**
    
    Consent of Deloitte & Touche LLP23.3*
    
    Consent of PricewaterhouseCoopers LLP31.1*
    
    Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a  14(a) and Rule 15d  14(a)31.2*
    
    Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a  14(a) and Rule 15d  14(a)32.1*
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 135032.2*
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 135099.1*
    
    Consolidated Financial Statements of CNL Income GW Partnership, LLLP and Subsidiaries
 
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    Filed herewith.**
    
    Previously filed+
    
    Indicated management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 15(c) of Form
10-K. 7