<PAGE>

                                                                   Exhibit 10.15

                                                                  EXECUTION COPY

                                   $75,000,000

                           REVOLVING CREDIT AGREEMENT

                          Dated as of December 20, 2004

                                      among

                      GWR OPERATING PARTNERSHIP, L.L.L.P.,

                                  as Borrower,

                            GREAT WOLF RESORTS, INC.,

                            as the Parent Guarantor,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                            as Subsidiary Guarantors,

   THE INITIAL LENDERS, INITIAL ISSUING BANK AND SWING LINE BANK NAMED HEREIN,

          as Initial Lenders, Initial Issuing Bank and Swing Line Bank,

                          CITICORP NORTH AMERICA, INC.,

                as Administrative Agent and as Collateral Agent,

                                SOCIETE GENERALE,

                              as Syndication Agent,

                             CALYON NEW YORK BRANCH,

                             as Documentation Agent,

                                       and

                         CITIGROUP GLOBAL MARKETS INC.,

                          SG AMERICAS SECURITIES, LLC,

                                       and

                             CALYON NEW YORK BRANCH,

             as Joint Lead Arrangers and Joint Book Running Managers

               Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                  PAGE
<S>                                                                                      <C>
                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms...................................................     1
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions..............    26
SECTION 1.03. Accounting Terms........................................................    26

                                   ARTICLE II
           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit..................................    26
SECTION 2.02. Making the Advances.....................................................    28
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit......    30
SECTION 2.04. Repayment of Advances...................................................    31
SECTION 2.05. Termination or Reduction of the Commitments.............................    32
SECTION 2.06. Prepayments.............................................................    33
SECTION 2.07. Interest................................................................    34
SECTION 2.08. Fees....................................................................    35
SECTION 2.09. Conversion of Advances..................................................    36
SECTION 2.10. Increased Costs, Etc....................................................    36
SECTION 2.11. Payments and Computations...............................................    38
SECTION 2.12. Taxes...................................................................    40
SECTION 2.13. Sharing of Payments, Etc................................................    42
SECTION 2.14. Use of Proceeds.........................................................    42
SECTION 2.15. Evidence of Debt........................................................    42

                                   ARTICLE III
            CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit.....................    43
SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance and Renewal............    49
SECTION 3.03. Determinations Under Section 3.01.......................................    49

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Loan Parties......................    50

                                    ARTICLE V
                          COVENANTS OF THE LOAN PARTIES

SECTION 5.01. Affirmative Covenants...................................................    56
SECTION 5.02. Negative Covenants......................................................    61
SECTION 5.03. Reporting Requirements..................................................    69
SECTION 5.04. Financial Covenants.....................................................    71
</TABLE>

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<TABLE>
<S>                                                                                       <C>
                                   ARTICLE VI
                                EVENTS OF DEFAULT

SECTION 6.01. Events of Default.......................................................    73
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default................    76

                                   ARTICLE VII
                                    GUARANTY

SECTION 7.01. Guaranty; Limitation of Liability.......................................    77
SECTION 7.02. Guaranty Absolute.......................................................    77
SECTION 7.03. Waivers and Acknowledgments.............................................    78
SECTION 7.04. Subrogation.............................................................    79
SECTION 7.05. Guaranty Supplements....................................................    80
SECTION 7.06. Indemnification by Guarantors...........................................    80
SECTION 7.07. Subordination...........................................................    80
SECTION 7.08. Continuing Guaranty.....................................................    81

                                  ARTICLE VIII
                                   THE AGENTS

SECTION 8.01. Authorization and Action; Appointment of Supplemental Collateral Agents     81
SECTION 8.02. Agents' Reliance, Etc. .................................................    82
SECTION 8.03. CNAI and Affiliates.....................................................    83
SECTION 8.04. Lender Party Credit Decision............................................    83
SECTION 8.05. Indemnification by Lender Parties.......................................    83
SECTION 8.06. Successor Agents........................................................    84

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.01. Amendments, Etc.........................................................    85
SECTION 9.02. Notices, Etc............................................................    85
SECTION 9.03. No Waiver; Remedies.....................................................    87
SECTION 9.04. Costs and Expenses......................................................    87
SECTION 9.05. Right of Set-off........................................................    88
SECTION 9.06. Binding Effect..........................................................    88
SECTION 9.07. Assignments and Participations..........................................    89
SECTION 9.08. Execution in Counterparts...............................................    91
SECTION 9.09. No Liability of the Issuing Banks.......................................    92
SECTION 9.10. Confidentiality.........................................................    92
SECTION 9.11. Release of Collateral...................................................    92
SECTION 9.12. Patriot Act Notification................................................    93
SECTION 9.13. Jurisdiction, Etc.......................................................    93
SECTION 9.14. Governing Law...........................................................    93
SECTION 9.15. WAIVER OF JURY TRIAL....................................................    93
</TABLE>

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<PAGE>

SCHEDULES

Schedule I        -   Commitments and Applicable Lending Offices
Schedule II       -   Borrowing Base Assets
Schedule III      -   Designated Joint Ventures
Schedule 4.01(b)  -   Subsidiaries
Schedule 4.01(f)  -   Disclosed Litigation
Schedule 4.01(n)  -   Existing Debt
Schedule 4.01(o)  -   Surviving Debt
Schedule 4.01(p)  -   Existing Liens
Schedule 4.01(q)  -   Owned Real Property
Schedule 4.01(r)  -   Leased Real Property
Schedule 4.01(s)  -   Environmental Concerns
Schedule 4.01(x)  -   Existing Loans to Directors and Executive Officers
Schedule 4.01(y)  -   Excluded Subsidiaries and Excluded Subsidiary Agreements
Schedule 4.01(z)  -   Plans and Welfare Plans

EXHIBITS

Exhibit A         -   Form of Note
Exhibit B         -   Form of Notice of Borrowing
Exhibit C         -   Form of Guaranty Supplement
Exhibit D         -   Form of Assignment and Acceptance
Exhibit E-1       -   Form of Opinion of DeCampo, Diamond & Ash
Exhibit E-2       -   Form of Opinion of King & Spaulding LLP
Exhibit E-3       -   Form of Opinion of Local Counsel for the Loan Parties
Exhibit F         -   Form of Security Agreement
Exhibit G         -   Form of Mortgage
Exhibit H         -   Form of Assignment of Leases
Exhibit I         -   Form of Borrowing Base Certificate

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<PAGE>

                           REVOLVING CREDIT AGREEMENT

            REVOLVING CREDIT AGREEMENT dated as of December 20, 2004 (this
"AGREEMENT") among GWR OPERATING PARTNERSHIP, L.L.L.P., a Delaware limited
liability limited partnership (the "BORROWER"), GREAT WOLF RESORTS, INC., a
Delaware corporation (the "PARENT GUARANTOR"), the entities listed on the
signature pages hereof as the subsidiary guarantors (together with any
Additional Guarantors (as hereinafter defined) acceding hereto pursuant to
Section 7.05, the "SUBSIDIARY GUARANTORS" and, together with the Parent
Guarantor, the "GUARANTORS"), the banks, financial institutions and other
institutional lenders listed on the signature pages hereof as the initial
lenders (the "INITIAL LENDERS"), the Swing Line Bank (as hereinafter defined),
CITICORP NORTH AMERICA, INC. ("CNAI"), as the initial issuer of Letters of
Credit (as hereinafter defined) (the "INITIAL ISSUING BANK"), CNAI, as
administrative agent (together with any successor administrative agent appointed
pursuant to Article VIII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as
hereinafter defined), CNAI, as collateral agent (together with any successor
collateral agent appointed pursuant to Article VIII, the "COLLATERAL AGENT", and
together with the Administrative Agent, the "AGENTS") for the Secured Parties
(as hereinafter defined), Societe Generale, as syndication agent, CALYON NEW
YORK BRANCH, as documentation agent, and CITIGROUP GLOBAL MARKETS INC. ("CGMI"),
SG AMERICAS SECURITIES, LLC ("SG AMERICAS") and CALYON NEW YORK BRANCH
("CALYON"), as joint lead arrangers and joint book running managers (the
"ARRANGERS").

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

            SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

            "ADDITIONAL GUARANTOR" has the meaning specified in Section 7.05.

            "ADJUSTED NET OPERATING INCOME" means, with respect to any Borrowing
      Base Asset, (a) the Net Operating Income attributable to such Borrowing
      Base Asset less (b) the amount, if any, by which (i) the Management
      Reserve for such Borrowing Base Asset for the consecutive four fiscal
      quarters most recently ended for which financial statements are required
      to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c),
      as the case may be, exceeds (ii) all management fees payable in respect of
      such Borrowing Base Asset during such fiscal period.

            "ADMINISTRATIVE AGENT" has the meaning specified in the recital of
      parties to this Agreement.

            "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
      Administrative Agent maintained by the Administrative Agent with Citibank,
      N.A., at its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720,
      ABA No. 021000089, Account No. 36852248, Account Name: Agency/Medium Term
      Finance, Reference: Great Wolf, Attention: Global Loans/Agency, or such
      other account as the Administrative Agent shall specify in writing to the
      Lender Parties.

            "ADVANCE" means a Revolving Credit Advance, a Swing Line Advance or
      a Letter of Credit Advance.

            "AFFILIATE" means, as to any Person, any other Person that, directly
      or indirectly, controls, is controlled by or is under common control with
      such Person or is a director or officer of such

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<PAGE>

      Person. For purposes of this definition, the term "control" (including the
      terms "controlling", "controlled by" and "under common control with") of a
      Person means the possession, direct or indirect, of the power to vote 15%
      or more of the Voting Interests of such Person or to direct or cause the
      direction of the management and policies of such Person, whether through
      the ownership of Voting Interests, by contract or otherwise.

            "AGENTS" has the meaning specified in the recital of parties to this
      Agreement.

            "AGREEMENT" has the meaning specified in the recital of parties to
      this Agreement.

            "AGREEMENT VALUE" means, for each Hedge Agreement, on any date of
      determination, an amount determined by the Administrative Agent equal to:
      (a) in the case of a Hedge Agreement documented pursuant to the Master
      Agreement (Multicurrency-Cross Border) published by the International Swap
      and Derivatives Association, Inc. (the "MASTER AGREEMENT"), the amount, if
      any, that would be payable by any Loan Party or any of its Subsidiaries to
      its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement
      was being terminated early on such date of determination, (ii) such Loan
      Party or Subsidiary was the sole "Affected Party", and (iii) the
      Administrative Agent was the sole party determining such payment amount
      (with the Administrative Agent making such determination pursuant to the
      provisions of the form of Master Agreement); or (b) in the case of a Hedge
      Agreement traded on an exchange, the mark-to-market value of such Hedge
      Agreement, which will be the unrealized loss on such Hedge Agreement to
      the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement
      determined by the Administrative Agent based on the settlement price of
      such Hedge Agreement on such date of determination, or (c) in all other
      cases, the mark-to-market value of such Hedge Agreement, which will be the
      unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of
      a Loan Party party to such Hedge Agreement determined by the
      Administrative Agent as the amount, if any, by which (i) the present value
      of the future cash flows to be paid by such Loan Party or Subsidiary
      exceeds (ii) the present value of the future cash flows to be received by
      such Loan Party or Subsidiary pursuant to such Hedge Agreement;
      capitalized terms used and not otherwise defined in this definition shall
      have the respective meanings set forth in the above described Master
      Agreement.

            "APPLICABLE LENDING OFFICE" means, with respect to each Lender
      Party, such Lender Party's Domestic Lending Office in the case of a Base
      Rate Advance and such Lender Party's Eurodollar Lending Office in the case
      of a Eurodollar Rate Advance.

            "APPLICABLE MARGIN" means, at any date of determination, a
      percentage per annum determined by reference to the Leverage Ratio as set
      forth below:

<TABLE>
<CAPTION>
                                               APPLICABLE MARGIN   APPLICABLE MARGIN
PRICING                                          FOR BASE RATE     FOR EURODOLLAR RATE
 LEVEL               LEVERAGE RATIO                ADVANCES             ADVANCES
-------    --------------------------------    -----------------   -------------------
<S>        <C>                                 <C>                 <C>
I                  > or = 5.00:1.00                  2.00%                3.00%

II         > or = 4.50:1.00 but < 5.00:1.00          1.75%                2.75%

III        > or = 4.00:1.00 but < 4.50:1.00          1.50%                2.50%

IV                    < 4.00:1.00                    1.25%                2.25%
</TABLE>

      The Applicable Margin for each Base Rate Advance shall be determined by
      reference to the Leverage Ratio in effect from time to time and the
      Applicable Margin for any Interest Period for

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<PAGE>

      all Eurodollar Rate Advances comprising part of the same Borrowing shall
      be determined by reference to the Leverage Ratio in effect on the first
      day of such Interest Period; provided, however, that (a) no change in the
      Applicable Margin resulting from the Leverage Ratio shall be effective
      until three Business Days after the date on which the Administrative Agent
      receives (x) the financial statements required to be delivered pursuant to
      Section 5.03(b) or (c), as the case may be, and (y) a certificate of a
      Responsible Officer of the Borrower demonstrating the Leverage Ratio, and
      (b) the Applicable Margin shall be at Pricing Level I for so long as the
      Borrower has not submitted to the Administrative Agent as and when
      required under Section 5.03(b) or (c), as applicable, the information
      described in clause (a) of this proviso.

            "APPRAISAL" means an appraisal complying with the requirements of
      the Federal Financial Institutions Reform, Recovery and Enforcement Act of
      1989, commissioned by and prepared for the account of the Collateral Agent
      (for the benefit of the Lenders) by a MAI appraiser selected by the
      Collateral Agent in consultation with the Borrower, and otherwise in
      scope, form and substance satisfactory to the Collateral Agent.

            "APPRAISED VALUE" means, for any Borrowing Base Asset, the fair
      market value of such Borrowing Base Asset, determined by the
      Administrative Agent based on an Appraisal of such Borrowing Base Asset,
      after discretionary adjustments of the value shown in such Appraisal by
      the Administrative Agent in consultation with the Borrower; provided,
      however, that Administrative Agent confirms that the valuation
      methodologies used in the Appraisals of the Wisconsin Dells Asset and the
      Sandusky Asset delivered to and approved by the Administrative Agent prior
      to the Closing Date shall be acceptable methodologies for any future
      Appraisals with respect to such Borrowing Base Assets.

            "APPROVED MANAGER" means (i) an Affiliate of the Parent Guarantor,
      or (ii) a nationally recognized theme park resort manager (a) with (or
      controlled by a Person or Persons with) at least ten years of experience
      in the theme park resort management industry, (b) that is engaged pursuant
      to a written management agreement and (c) that has entered into a
      subordination agreement, in form and substance reasonably satisfactory to
      the Collateral Agent. For purposes of this definition, the term "control"
      (including the term "controlled by") of a Person means the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      Voting Interests, by contract or otherwise.

            "ARRANGERS" has the meaning specified in the recital of parties to
      this Agreement.

            "ASSETS" means Resort Assets, Development Assets and Joint Venture
      Assets.

            "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
      entered into by a Lender Party and an Eligible Assignee, and accepted by
      the Administrative Agent, in accordance with Section 9.07 and in
      substantially the form of Exhibit D hereto.

            "ASSIGNMENTS OF LEASES" has the meaning specified in Section
      3.01(a)(iii).

            "AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the
      maximum amount available to be drawn under such Letter of Credit at such
      time (assuming compliance at such time with all conditions to drawing).

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<PAGE>

            "BANKRUPTCY LAW" means any applicable law governing a proceeding of
      the type referred to in Section 6.01(f) or Title 11, U.S. Code, or any
      similar foreign, federal or state law for the relief of debtors.

            "BASE RATE" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      higher of (a) the rate of interest announced publicly by Citibank, N.A. in
      New York, New York, from time to time, as Citibank, N.A.'s base rate and
      (b) 1/2 of 1% per annum above the Federal Funds Rate.

            "BASE RATE ADVANCE" means an Advance that bears interest as provided
      in Section 2.07(a)(i).

            "BORROWER" has the meaning specified in the recital of parties to
      this Agreement.

            "BORROWER'S ACCOUNT" means the account of the Borrower maintained by
      the Borrower with Wachovia Bank, N.A. at its office at 1753 Pinnacle
      Drive, 3rd Floor, McLean, VA 22102, ABA No. 051400549, Account No.
      2000026799144 or such other account as the Borrower shall specify in
      writing to the Administrative Agent.

            "BORROWING" means a borrowing consisting of simultaneous Revolving
      Credit Advances of the same Type made by the Lenders or a Swing Line
      Borrowing.

            "BORROWING BASE ASSETS" means only those Resort Assets (a) listed on
      Schedule II hereto (as supplemented from time to time pursuant to Section
      5.01(j)(iv)), (b) for which the applicable conditions (as may be
      determined by the Collateral Agent in its sole discretion) in Section 3.01
      and, if applicable, 5.01(j) have been satisfied and (c) that the Required
      Lender Parties in their sole discretion have elected to treat as Borrowing
      Base Assets for purposes of this Agreement.

            "BORROWING BASE CERTIFICATE" means a certificate in substantially
      the form of Exhibit I hereto, duly certified by a Responsible Officer of
      the Parent Guarantor.

            "BORROWING BASE CONDITIONS" means, with respect to any Proposed
      Borrowing Base Asset, that (i) such Proposed Borrowing Base Asset (a) is a
      Resort Asset located in one of the 48 contiguous states of the United
      States of America or the District of Columbia that has been in operation
      for at least one year; (b) is wholly-owned directly or indirectly by the
      Borrower either in fee or subject to a Qualifying Ground Lease; (c) is
      fully operating, open to the public, and not under significant development
      or redevelopment; (d) is free of all material structural defects or
      architectural deficiencies, title defects, environmental conditions
      casualties, condemnation or other material adverse matters; (e) is
      operated by an Approved Manager or any other manager approved by the
      Administrative Agent; (f) is not subject to mezzanine Debt financing; (g)
      is not, and no interest of the Borrower or any of its Subsidiaries therein
      is, subject to any Lien (other than Permitted Liens) or any Negative
      Pledge, and (h) is owned by a Loan Party that is a single-purpose
      Subsidiary of the Borrower and (i) none of the Borrower's or the Parent
      Guarantor's direct or indirect Equity Interests in such Subsidiary is
      subject to any Lien (other than Permitted Liens) or any Negative Pledge
      and (ii)(a) on or prior to the date such Asset is added to the Collateral,
      such Subsidiary shall have duly executed and delivered to the
      Administrative Agent a Guaranty Supplement in substantially the form of
      Exhibit C hereto, or such other guaranty supplement in form and substance
      satisfactory to the Administrative Agent, guaranteeing the other Loan
      Parties' Obligations under the Loan Documents, and (b) the Borrower
      directly, or indirectly through a Subsidiary, has the right to take the
      following actions without the need to obtain the consent of any Person:
      (A) to create Liens on such Asset as security for Debt of the

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<PAGE>

      Borrower of such Subsidiary, as applicable, and (B) to sell, transfer or
      otherwise dispose of such Asset.

            "BORROWING BASE DEBT SERVICE COVERAGE RATIO" means, at any date of
      determination, the ratio of (a) the aggregate Adjusted Net Operating
      Income for all Borrowing Base Assets to (b) the greater of (i) the actual
      interest expense of the Borrower under this Agreement for the consecutive
      four fiscal quarters of the Parent Guarantor most recently ended for which
      financial statements are required to be delivered pursuant to Section
      5.03(b) or (c), as the case may be, and (ii) the payments that would have
      been required to be made for such fiscal period on an assumed Debt in an
      aggregate principal amount equal to the Facility Exposure applying a debt
      constant of 8.5%.

            "BUSINESS DAY" means a day of the year on which banks are not
      required or authorized by law to close in New York City and, if the
      applicable Business Day relates to any Eurodollar Rate Advances, on which
      dealings are carried on in the London interbank market.

            "CALYON" has the meaning specified in the recital of parties to this
      Agreement.

            "CAPITALIZED LEASES" means all leases that have been or should be,
      in accordance with GAAP, recorded as capitalized leases.

            "CASH EQUIVALENTS" means any of the following, to the extent owned
      by the Parent Guarantor or any of its Subsidiaries free and clear of all
      Liens other than Liens created under the Collateral Documents and having a
      maturity of not greater than 90 days from the date of issuance thereof:
      (a) readily marketable direct obligations of the Government of the United
      States or any agency or instrumentality thereof or obligations
      unconditionally guaranteed by the full faith and credit of the Government
      of the United States, (b) certificates of deposit of or time deposits with
      any commercial bank that is a Lender Party or a member of the Federal
      Reserve System, issues (or the parent of which issues) commercial paper
      rated as described in clause (c) below, is organized under the laws of the
      United States or any State thereof and has combined capital and surplus of
      at least $1,000,000,000 or (c) commercial paper in an aggregate amount of
      not more than $50,000,000 per issuer outstanding at any time, issued by
      any corporation organized under the laws of any State of the United States
      and rated at least "Prime-1" (or the then equivalent grade) by Moody's or
      "A-1" (or the then equivalent grade) by S&P.

            "CERCLA" means the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended from time to time.

            "CERCLIS" means the Comprehensive Environmental Response,
      Compensation and Liability Information System maintained by the U.S.
      Environmental Protection Agency.

            "CGMI" has the meaning specified in the recital of parties to this
      Agreement.

            "CHANGE OF CONTROL" means the occurrence of any of the following:
      (a) any Person or two or more Persons acting in concert shall have
      acquired and shall continue to have following the date hereof beneficial
      ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
      Commission under the Securities Exchange Act of 1934), directly or
      indirectly, of Voting Interests of the Parent Guarantor (or other
      securities convertible into such Voting Interests) representing 35% or
      more of the combined voting power of all Voting Interests of the Parent
      Guarantor, it being agreed that officers and directors of the Parent
      Guarantor shall not be deemed to be acting in concert merely by virtue of
      their being officers and directors; or (b) there is a change in the
      composition of the Parent Guarantor's Board of Directors over a period of
      24

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                                       5
<PAGE>

      consecutive months (or less) such that a majority of Board members
      (rounded up to the nearest whole number) ceases, by reason of one or more
      proxy contests for the election of Board members, to be comprised of
      individuals who either (i) have been Board members continuously since the
      beginning of such period or (ii) have been elected or nominated for
      election as Board members during such period by at least a majority of the
      Board members described in clause (i) who were still in office at the time
      such election or nomination was approved by the Board; or (c) the sole
      member of OP General Partner ceases to be a wholly-owned Subsidiary of the
      Parent Guarantor; or (d) the Parent Guarantor ceases to be the direct
      legal and beneficial owner of at least 70% of limited partnership
      interests in the Borrower and the indirect beneficial owner (through its
      Equity Interest in OP General Partner) of all general partnership
      interests in the Borrower; or (e) OP General Partner ceases to be the
      general partner of the Borrower unless it is succeeded by another
      wholly-owned subsidiary of the Parent Guarantor; or (f) the Parent
      Guarantor shall create, incur, assume or suffer to exist any Lien on the
      Equity Interests in the Borrower owned by it, unless (and only for so long
      as) the same is the subject of a Good Faith Contest.

            "CLOSING DATE" means December 20, 2004 or such other date as may be
      agreed upon by the Borrower and the Administrative Agent.

            "CNAI" has the meaning specified in the recital of parties to this
      Agreement.

            "COLLATERAL" means all "Collateral" and all "Mortgaged Property"
      referred to in the Collateral Documents and all other property that is or
      is intended to be subject to any Lien in favor of the Collateral Agent for
      the benefit of the Secured Parties and will include, without limitation,
      all Borrowing Base Assets.

            "COLLATERAL AGENT" has the meaning specified in the recital of
      parties to this Agreement.

            "COLLATERAL DOCUMENTS" means the Security Agreement, the Mortgages,
      the Assignments of Leases and any other agreement entered into by a Loan
      Party that creates or purports to create a Lien in favor of the Collateral
      Agent for the benefit of the Secured Parties.

            "COLLATERAL TRIGGER EVENT" has the meaning specified in Section
      5.01(j)(i).

            "COMMITMENT" means a Revolving Credit Commitment, a Swing Line
      Commitment or a Letter of Credit Commitment.

            "COMMUNICATIONS" has the meaning specified in Section 9.02(b).

            "COMPANY DEBT SERVICE COVERAGE RATIO" means, at any date of
      determination, the ratio of (a) EBITDA to (b) the sum of (i) interest
      (including capitalized interest) payable on, and amortization of debt
      discount in respect of, all Debt for Borrowed Money, plus (ii) principal
      amounts of all Debt for Borrowed Money (other than scheduled maturities)
      payable, in each case, of or by the Parent Guarantor and its Subsidiaries
      (without duplication) for the consecutive four fiscal quarters of the
      Parent Guarantor most recently ended for which financial statements are
      required to be delivered to the Lender Parties pursuant to Section 5.03(b)
      or (c), as the case may be; provided, however, that for purposes of
      calculating the Company Debt Service Coverage Ratio at any date of
      determination occurring during the fiscal quarter of the Parent Guarantor
      ending December 31, 2004, (x) the amount described in clause (a) shall be
      deemed to equal the amount of EBITDA attributable to the three consecutive
      fiscal quarters of the Parent Guarantor ending September 30, 2004 computed
      on a pro forma basis, and (y) the amounts described in

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                                       6
<PAGE>

      clause (b) shall be deemed to equal the sum of such items for the three
      consecutive fiscal quarters of the Parent Guarantor ending September 30,
      2004 computed on a pro forma basis; provided further, that calculations
      which pertain to the fiscal quarters of the Parent Guarantor ending on or
      prior to December 31, 2004 shall be made on a pro forma basis, including
      to give effect to the IPO and the Formation Transactions.

            "CONFIDENTIAL INFORMATION" means information that any Loan Party
      furnishes to any Agent or any Lender Party in writing designated as
      confidential, but does not include any such information that is or becomes
      generally available to the public or that is or becomes available to such
      Agent or such Lender Party from a source other than the Loan Parties.

            "CONSOLIDATED" refers to the consolidation of accounts in accordance
      with GAAP.

            "CONTINGENT OBLIGATION" means, with respect to any Person, any
      Obligation or arrangement of such Person to guarantee or intended to
      guarantee any Debt, leases, dividends or other payment Obligations
      ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
      manner, whether directly or indirectly, including, without limitation, (a)
      the direct or indirect guarantee, endorsement (other than for collection
      or deposit in the ordinary course of business), co-making, discounting
      with recourse or sale with recourse by such Person of the Obligation of a
      primary obligor, (b) the Obligation to make take-or-pay or similar
      payments, if required, regardless of nonperformance by any other party or
      parties to an agreement or (c) any Obligation of such Person, whether or
      not contingent, (i) to purchase any such primary obligation or any
      property constituting direct or indirect security therefor, (ii) to
      advance or supply funds (A) for the purchase or payment of any such
      primary obligation or (B) to maintain working capital or equity capital of
      the primary obligor or otherwise to maintain the net worth or solvency of
      the primary obligor, (iii) to purchase property, assets, securities or
      services primarily for the purpose of assuring the owner of any such
      primary obligation of the ability of the primary obligor to make payment
      of such primary obligation or (iv) otherwise to assure or hold harmless
      the holder of such primary obligation against loss in respect thereof;
      provided, however, that the term "Contingent Obligation" shall not include
      guarantees by the Parent Guarantor of primary obligations of a direct or
      indirect Subsidiary with respect to trade payables to the extent such
      guarantees, in the aggregate, do not exceed, at any time, $5,000,000. The
      amount of any Contingent Obligation shall be deemed to be an amount equal
      to the stated or determinable amount of the primary obligation in respect
      of which such Contingent Obligation is made (or, if less, the maximum
      amount of such primary obligation for which such Person may be liable
      pursuant to the terms of the instrument evidencing such Contingent
      Obligation) or, if not stated or determinable, the maximum reasonably
      anticipated liability in respect thereof (assuming such Person is required
      to perform thereunder), as determined by such Person in good faith.

            "CONVERSION", "CONVERT" and "CONVERTED" each refer to a conversion
      of Advances of one Type into Advances of the other Type pursuant to
      Section 2.07(d), 2.09 or 2.10.

            "CUSTOMARY CARVE-OUT AGREEMENT" has the meaning specified in the
      definition of Non-Recourse Debt.

            "DEBT" of any Person means, without duplication for purposes of
      calculating financial ratios, (a) all Debt for Borrowed Money of such
      Person, (b) all Obligations of such Person for the deferred purchase price
      of property or services other than trade payables incurred in the ordinary
      course of business and not overdue by more than 90 days, (c) all
      Obligations of such Person evidenced by notes, bonds, debentures or other
      similar instruments, (d) all Obligations of such Person created or arising
      under any conditional sale or other title retention agreement with respect

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                                       7
<PAGE>

      to property acquired by such Person (even though the rights and remedies
      of the seller or lender under such agreement in the event of default are
      limited to repossession or sale of such property), (e) all Obligations of
      such Person as lessee under Capitalized Leases, (f) all Obligations of
      such Person under acceptance, letter of credit or similar facilities, (g)
      all Obligations of such Person to purchase, redeem, retire, defease or
      otherwise make any payment in respect of any Equity Interests in such
      Person or any other Person (other than Preferred Interests that are issued
      by any Loan Party or Subsidiary thereof and classified as either equity or
      minority interests pursuant to GAAP) or any warrants, rights or options to
      acquire such Equity Interests, (h) all Obligations of such Person in
      respect of Hedge Agreements, valued at the Agreement Value thereof, (i)
      all Contingent Obligations of such Person and (j) all indebtedness and
      other payment Obligations referred to in clauses (a) through (i) above of
      another Person secured by (or for which the holder of such Debt has an
      existing right, contingent or otherwise, to be secured by) any Lien on
      property (including, without limitation, accounts and contract rights)
      owned by such Person, even though such Person has not assumed or become
      liable for the payment of such indebtedness or other payment Obligations;
      provided, however, that in the case of the Parent Guarantor and its
      Subsidiaries, "Debt" shall also include, without duplication, the JV Pro
      Rata Share of Debt for each Joint Venture (other than an Excluded Joint
      Venture).

            "DEBT FOR BORROWED MONEY" of any Person means all items that, in
      accordance with GAAP, would be classified as indebtedness on a
      Consolidated balance sheet of such Person; provided, however, that in the
      case of the Parent Guarantor and its Subsidiaries "Debt for Borrowed
      Money" shall also include, without duplication, the JV Pro Rata Share of
      Debt for Borrowed Money for each Joint Venture (other than an Excluded
      Joint Venture); provided, further, that as used in the definition of
      "Fixed Charge Coverage Ratio", "Company Debt Service Coverage Ratio" and
      "Interest Coverage Ratio", in the case of any acquisition or disposition
      of any direct or indirect interest in any Asset (including through the
      acquisition of Equity Interests) by the Parent or any of its Subsidiaries
      during the consecutive four fiscal quarters of the Parent most recently
      ended for which financial statements are required to be delivered to the
      Lender Parties pursuant to Section 5.03(b) or (c), as the case may be, the
      term "Debt for Borrowed Money" (a) shall include, in the case of an
      acquisition, any Debt for Borrowed Money directly relating to such Asset
      existing immediately following such acquisition computed as if such
      indebtedness also existed for the portion of such period that such Asset
      was not owned by the Parent Guarantor or such Subsidiary, and (ii) shall
      exclude, in the case of a disposition, for such period any Debt for
      Borrowed Money to which such Asset was subject to the extent such Debt for
      Borrowed Money was repaid or otherwise terminated upon the disposition of
      such Asset.

            "DEFAULT" means any Event of Default or any event that would
      constitute an Event of Default but for the requirement that notice be
      given or time elapse or both.

            "DEFAULT TERMINATION NOTICE" has the meaning specified in Section
      2.01(b).

            "DESIGNATED JOINT VENTURE" means, at any time, (i) a Joint Venture
      listed on Schedule III hereto as of the date hereof and (ii) any other
      Joint Venture designated as such by the Administrative Agent.

            "DEVELOPMENT ASSETS" means all Real Property acquired for
      development into Resort Assets that, in accordance with GAAP, would be
      classified as development property on a Consolidated balance sheet of the
      Parent Guarantor and its Subsidiaries.

            "DISCLOSED LITIGATION" has the meaning specified in Section 3.01(f).

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                                       8
<PAGE>

            "DOMESTIC LENDING OFFICE" means, with respect to any Lender Party,
      the office of such Lender Party specified as its "Domestic Lending Office"
      opposite its name on Schedule I hereto or in the Assignment and Acceptance
      pursuant to which it became a Lender Party, as the case may be, or such
      other office of such Lender Party as such Lender Party may from time to
      time specify to the Borrower and the Administrative Agent.

            "EBITDA" means, at any date of determination, the sum of the
      following items, in each for the four consecutive fiscal quarters of the
      Parent Guarantor most recently ended: (a) the sum of (i) net income (or
      net loss) (excluding gains (or losses) from extraordinary, infrequent, and
      unusual items), (ii) interest expense, (iii) income tax expense, (iv)
      depreciation expense, (v) amortization expense, and (vi) to the extent
      subtracted in computing net income, without duplication, (A) income
      attributable to minority interests, (B) non-cash employee compensation,
      asset impairment charges and other non-cash items, (C) the cumulative
      effect of changes in accounting principles, and (D) expenses incurred in
      connection with the Formation Transactions and the IPO and other
      non-recurring items, in each case of the Parent Guarantor and its
      Subsidiaries determined on a Consolidated basis and in accordance with
      GAAP for such four fiscal quarter period, plus (b) with respect to each
      Joint Venture (other than an Excluded Joint Venture), the JV Pro Rata
      Share of the sum of (i) net income (or net loss) (excluding gains (or
      losses) from extraordinary and unusual items), (ii) interest expense,
      (iii) income tax expense, (iv) depreciation expense, (v) amortization
      expense, and (vi) to the extent subtracted in computing net income of such
      Joint Venture, without duplication, (A) income from minority interests,
      (B) non-cash employee compensation, asset impairment charges and other
      non-cash items, (C) the cumulative effect of changes in accounting
      principles, and (D) non-recurring items, in each case of such Joint
      Venture determined on a Consolidated basis and in accordance with GAAP for
      such four fiscal quarter period; provided, however, that for purposes of
      this definition, in the case of any acquisition or disposition of any
      direct or indirect interest in any Asset in an amount in excess of
      $1,000,000 (including through the sale or acquisition of Equity Interests)
      by the Parent Guarantor or any of its Subsidiaries during such four fiscal
      quarter period, EBITDA will be adjusted (1) in the case of an acquisition,
      by adding thereto an amount equal to the acquired Asset's actual EBITDA
      (computed as if such Asset was owned by the Parent Guarantor or one of its
      Subsidiaries for the entire four fiscal quarter period) generated during
      the portion of such four fiscal quarter period that such Asset was not
      owned by the Parent Guarantor or such Subsidiary, and (2) in the case of a
      disposition, by subtracting therefrom an amount equal to the actual EBITDA
      generated by the Asset so disposed of for such four fiscal quarter period;
      and provided further, that calculations which pertain to the fiscal
      quarters of the Parent Guarantor ending on or prior to December 31, 2004
      shall be made on a pro forma basis, including to give effect to the IPO
      and the Formation Transactions.

            "EFFECTIVE DATE" means the first date on which the conditions set
      forth in Article III shall be satisfied.

            "ELIGIBLE ASSIGNEE" means (a) with respect to the Revolving Credit
      Facility, (i) a Lender; (ii) an Affiliate or Fund Affiliate of a Lender;
      (iii) a commercial bank organized under the laws of the United States, or
      any State thereof, respectively, and having total assets in excess of
      $500,000,000; (iv) a savings and loan association or savings bank
      organized under the laws of the United States or any State thereof, and
      having total assets in excess of $500,000,000; (v) a commercial bank
      organized under the laws of any other country that is a member of the
      OECD or has concluded special lending arrangements with the International
      Monetary Fund associated with its General Arrangements to Borrow, or a
      political subdivision of any such country, and having total assets in
      excess of $500,000,000, so long as such bank is acting through a branch or
      agency located in the United States; (vi) the central bank of any country
      that is a member of the

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                                       9
<PAGE>

      OECD; and (vii) a finance company, insurance company or other financial
      institution or fund (whether a corporation, partnership, trust or other
      entity) that is engaged in making, purchasing or otherwise investing in
      commercial loans in the ordinary course of its business and having total
      assets in excess of $500,000,000, and (b) with respect to the Letter of
      Credit Facility, a Person that is an Eligible Assignee under subclause
      (iii) or (v) of this definition and is approved by the Administrative
      Agent (such approval not to be unreasonably withheld) and, unless a
      Default has occurred and is continuing at the time any assignment is
      effected pursuant to Section 9.07, approved by the Borrower, such approval
      not to be unreasonably withheld or delayed; provided, however, that
      neither any Loan Party nor any Affiliate of a Loan Party shall qualify as
      an Eligible Assignee under this definition.

            "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
      letter, claim, notice of non-compliance or violation, notice of liability
      or potential liability, investigation, proceeding, consent order or
      consent agreement relating in any way to any Environmental Law, any
      Environmental Permit or Hazardous Material or arising from alleged injury
      or threat to the environment or injury or threat to human health and
      safety from Hazardous Materials, including, without limitation, such
      matters brought (a) by any governmental or regulatory authority for
      enforcement, cleanup, removal, response, remedial or other actions or
      damages and (b) by any governmental or regulatory authority or third party
      for damages, contribution, indemnification, cost recovery, compensation or
      injunctive relief.

            "ENVIRONMENTAL LAW" means any applicable Federal, state, local or
      foreign statute, law, ordinance, rule, regulation, code, order, writ,
      judgment, injunction, decree or judicial or agency interpretation, policy
      or guidance relating to pollution or protection of the environment or
      natural resources or protection of human health and safety from Hazardous
      Materials, including, without limitation, those relating to the use,
      handling, transportation, treatment, storage, disposal, release or
      discharge of Hazardous Materials.

            "ENVIRONMENTAL PERMIT" means any permit, approval, identification
      number, license or other authorization required under any Environmental
      Law.

            "EQUITY INTERESTS" means, with respect to any Person, shares of
      capital stock of (or other ownership or profit interests in) such Person,
      warrants, options or other rights for the purchase or other acquisition
      from such Person of shares of capital stock of (or other ownership or
      profit interests in) such Person, securities convertible into or
      exchangeable for shares of capital stock of (or other ownership or profit
      interests in) such Person or warrants, rights or options for the purchase
      or other acquisition from such Person of such shares (or such other
      interests), and other ownership or profit interests in such Person
      (including, without limitation, partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares,
      warrants, options, rights or other interests are authorized or otherwise
      existing on any date of determination.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "ERISA AFFILIATE" means any Person that for purposes of Title IV of
      ERISA is a member of the controlled group of any Loan Party, or under
      common control with any Loan Party, within the meaning of Section 414 of
      the Internal Revenue Code.

            "ERISA EVENT" means (a)(i) the occurrence of a reportable event,
      within the meaning of Section 4043 of ERISA, with respect to any Plan
      unless the 30-day notice requirement with respect to such event has been
      waived by the PBGC or (ii) the requirements of Section 4043(b)

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                                       10
<PAGE>

      of ERISA apply with respect to a contributing sponsor, as defined in
      Section 4001(a)(13) of ERISA, of a Plan, and an event described in
      paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
      reasonably expected to occur with respect to such Plan within the
      following 30 days; (b) the application for a minimum funding waiver with
      respect to a Plan; (c) the provision by the administrator of any Plan of a
      notice of intent to terminate such Plan in a distress termination pursuant
      to Section 4041(c) of ERISA; (d) the cessation of operations at a facility
      of any Loan Party or any ERISA Affiliate in the circumstances described in
      Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any
      ERISA Affiliate from a Multiple Employer Plan during a plan year for which
      it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
      (f) the conditions for imposition of a lien under Section 302(f) of ERISA
      shall have been met with respect to any Plan; (g) the adoption of an
      amendment to a Plan requiring the provision of security to such Plan
      pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition described in Section 4042 of ERISA
      that constitutes grounds for the termination of, or the appointment of a
      trustee to administer, such Plan.

            "EUROCURRENCY LIABILITIES" has the meaning specified in Regulation D
      of the Board of Governors of the Federal Reserve System, as in effect from
      time to time.

            "EURODOLLAR LENDING OFFICE" means, with respect to any Lender Party,
      the office of such Lender Party specified as its "Eurodollar Lending
      Office" opposite its name on Schedule I hereto or in the Assignment and
      Acceptance pursuant to which it became a Lender Party (or, if no such
      office is specified, its Domestic Lending Office), or such other office of
      such Lender Party as such Lender Party may from time to time specify to
      the Borrower and the Administrative Agent.

            "EURODOLLAR RATE" means, for any Interest Period for all Eurodollar
      Rate Advances comprising part of the same Borrowing, an interest rate per
      annum equal to the rate per annum obtained by dividing (a) the rate per
      annum (rounded upward, if necessary, to the nearest 1/100 of 1%) appearing
      on Telerate Page 3750 (or any successor page) as the London interbank
      offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two
      Business Days before the first day of such Interest Period for a period
      equal to such Interest Period or, if for any reason such rate is not
      available, the average (rounded upward, if necessary, to the nearest 1/100
      of 1%, if such average is not such a multiple) of the rate per annum at
      which deposits in U.S. dollars are offered by the principal office of each
      of the Reference Banks in London, England to prime banks in the London
      interbank market at 11:00 A.M. (London time) two Business Days before the
      first day of such Interest Period in an amount substantially equal to such
      Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing
      to be outstanding during such Interest Period (or, if such Reference Bank
      shall not have such a Eurodollar Rate Advance, $1,000,000) and for a
      period equal to such Interest Period by (b) a percentage equal to 100%
      minus the Eurodollar Rate Reserve Percentage for such Interest Period.

            "EURODOLLAR RATE ADVANCE" means an Advance that bears interest as
      provided in Section 2.07(a)(ii).

            "EURODOLLAR RATE RESERVE PERCENTAGE" means, for any Interest Period
      for all Eurodollar Rate Advances comprising part of the same Borrowing,
      the reserve percentage applicable two Business Days before the first day
      of such Interest Period under regulations issued from time to time by the
      Board of Governors of the Federal Reserve System (or any successor) for
      determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve
      requirement) for a member bank of the Federal Reserve System in New York
      City with respect to liabilities or assets consisting of or including
      Eurocurrency

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                                       11
<PAGE>

      Liabilities (or with respect to any other category of liabilities that
      includes deposits by reference to which the interest rate on Eurodollar
      Rate Advances is determined) having a term equal to such Interest Period.

            "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

            "EXISTING DEBT" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before giving effect to the Formation
      Transactions.

            "EXCLUDED JOINT VENTURE" means, at any time, a Joint Venture in
      which (a) the economic interest of the Parent Guarantor and its
      Subsidiaries is less than 15% of the total economic interests of all
      Persons therein, and (b) the JV Pro Rata Share of Debt for such Joint
      Venture is less than or equal to $10,000,000.

            "EXCLUDED SUBSIDIARY" at any time means (a) any direct or indirect
      Subsidiary of the Borrower that is unable, or pursuant to Section
      5.01(j)(ii) will become unable, to guaranty the Obligations of the Loan
      Parties under the Loan Documents at such time because it is or will be
      party to one or more Excluded Subsidiary Agreements that prohibit such
      Excluded Subsidiary from entering into the Guaranty set forth in Article
      VII or a Guaranty Supplement and (b) any Limited Subsidiary.

            "EXCLUDED SUBSIDIARY AGREEMENT" for each Excluded Subsidiary means
      any agreement (and any amendments thereto to the extent not prohibited by
      the terms of this Agreement) set forth opposite the name of such Excluded
      Subsidiary on Schedule 4.01(y) hereto (as such Schedule may be
      supplemented from time to time pursuant to Sections 5.01(j)(i) and
      5.01(j)(ii)) and any agreement (and any amendments thereto to the extent
      not prohibited by the terms of this Agreement) pursuant to which such
      Excluded Subsidiary incurs Refinancing Debt with regard to the Debt, if
      any, incurred pursuant to such Excluded Subsidiary Agreement.

            "FACILITY" means the Revolving Credit Facility, the Swing Line
      Facility or the Letter of Credit Facility.

            "FACILITY EXPOSURE" means, at any date of determination, the sum of
      (a) the aggregate principal amount of all outstanding Advances, plus (b)
      the amount (not less than zero) equal to the Available Amount under all
      outstanding Letters of Credit less all amounts then on deposit in the LC
      Cash Collateral Account, plus (c) all Obligations of the Loan Parties in
      respect of Secured Hedge Agreements, valued at the Agreement Value
      thereof.

            "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
      rate per annum equal for each day during such period to the weighted
      average of the rates on overnight Federal funds transactions with members
      of the Federal Reserve System arranged by Federal funds brokers, as
      published for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or,
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day for such transactions received by
      the Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "FEE LETTER" means the fee letter dated as of October 13, 2004 among
      The Great Lakes Companies, Inc., CNAI and CGMI, as the same may be amended
      from time to time.

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                                       12
<PAGE>

            "FF&E" means , with respect to any Real Property, any furniture,
      fixtures and equipment, including any beds, lamps, bedding, tables,
      chairs, sofas, curtains, carpeting, smoke detectors, mini bars, paintings,
      decorations, televisions, telephones, radios, desks, dressers, towels,
      bathroom equipment, heating, cooling, lighting, laundry, incinerating,
      loading, swimming pools, landscaping, garage and power equipment,
      machinery, engines, vehicles, fire prevention, refrigerating, ventilating
      and communications apparatus, carts, dollies, elevators, escalators,
      kitchen appliances, restaurant equipment, computers, reservation systems,
      software, cash registers, switchboards, cleaning equipment or any other
      items of furniture, fixtures and equipment typically used in hotel or
      resort properties (including furniture, fixtures and equipment used in
      guest rooms, lobbies, common areas, front desk, back office, bars,
      restaurants, kitchens, laundries, concierge, bellman, recreation,
      amusement, landscaping, parking and other areas of hotels or resorts) and
      any replacements of all or any portion of any of the foregoing.

            "FF&E RESERVE" means, with respect to any Asset or Assets for any
      fiscal period, an amount equal to 4.0% of the total revenues generated
      from the operation of such Asset or Assets for such fiscal period.

            "FISCAL YEAR" means a fiscal year of the Parent Guarantor and its
      Consolidated Subsidiaries ending on December 31 in any calendar year.

            "FIXED CHARGE COVERAGE RATIO" means, at any date of determination,
      the ratio of (a) EBITDA to (b) the sum of (i) interest (including
      capitalized interest) payable on, and amortization of debt discount in
      respect of, all Debt for Borrowed Money plus (ii) principal amounts of all
      Debt for Borrowed Money payable (excluding maturities) plus (iii) all cash
      dividends payable on any Preferred Interests, plus (iv) the FF&E Reserve
      for all Assets, in each case, of or by the Parent Guarantor and its
      Subsidiaries for the consecutive four fiscal quarters of the Parent
      Guarantor most recently ended for which financial statements are required
      to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c),
      as the case may be; provided, however, that for purposes of calculating
      the Fixed Charge Coverage Ratio at any date of determination occurring
      during the fiscal quarter of the Parent ending December 31, 2004, (x) the
      amount described in clause (a) shall be deemed to equal the amount of
      EBITDA attributable to the three consecutive fiscal quarters of the Parent
      Guarantor ending September 30, 2004 computed on a pro forma basis, and (y)
      the amounts described in clause (b) shall be deemed to equal the sum of
      such items for the three consecutive fiscal quarters of the Parent
      Guarantor ending September 30, 2004 computed on a pro forma basis;
      provided further, that calculations which pertain to the fiscal quarters
      of the Parent Guarantor ending on or prior to December 31, 2004 shall be
      made on a pro forma basis, including to give effect to the IPO and the
      Formation Transactions.

            "FORMATION TRANSACTIONS" means the "formation transaction" all as
      more fully described in the Registration Statement and otherwise on terms
      reasonably satisfactory to the Administrative Agent. The Formation
      Transactions shall include (a) the formation by the Borrower of certain
      wholly owned Subsidiaries and the merger of such Subsidiaries into the
      existing owners of certain Resort Assets, and (b) the purchase of the
      interests held by certain Affiliates of AIG SunAmerica in the Wisconsin
      Dells Asset and the Sandusky Asset.

            "FUND AFFILIATE" means, with respect to any Lender that is a fund
      that invests in bank loans, any other fund that invests in bank loans and
      is advised or managed by the same investment advisor as such Lender or by
      an Affiliate of such investment advisor.

            "GAAP" has the meaning specified in Section 1.03.

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                                       13
<PAGE>

            "GREAT WOLF LODGE CONDOMINIUM" means the condominium association
      referred to in that certain Declaration of Easements and Covenant to Share
      Costs for Great Wolf Lodge shown on Schedule B of the Mortgage Policy
      issued in respect of the Wisconsin Dells Asset.

            "GOOD FAITH CONTEST" means the contest of an item as to which: (a)
      such item is contested in good faith, by appropriate proceedings, (b)
      reserves that are adequate are established with respect to such contested
      item in accordance with GAAP and (c) the failure to pay or comply with
      such contested item during the period of such contest is not reasonably
      likely to result in a Material Adverse Effect.

            "GUARANTEED OBLIGATIONS" has the meaning specified in Section 7.01.

            "GUARANTY" means the Guaranty by the Guarantors pursuant to Article
      VII, together with any and all Guaranty Supplements required to be
      delivered pursuant to Section 5.01(j).

            "GUARANTY SUPPLEMENT" means a supplement entered into by an
      Additional Guarantor in substantially the form of Exhibit C hereto.

            "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
      by-products or breakdown products, radioactive materials,
      asbestos-containing materials, polychlorinated biphenyls, radon gas and
      mold and (b) any other chemicals, materials or substances designated,
      classified or regulated as hazardous or toxic or as a pollutant or
      contaminant under any Environmental Law.

            "HEDGE AGREEMENTS" means interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other hedging
      agreements.

            "HEDGE BANK" means any Lender Party or an Affiliate of a Lender
      Party in its capacity as a party to a Secured Hedge Agreement.

            "INDEMNIFIED COSTS" has the meaning specified in Section 8.05(a).

            "INDEMNIFIED PARTY" has the meaning specified in Section 7.06(a).

            "INFORMATION MEMORANDUM" means the information memorandum dated
      September, 2004 used by the Arrangers in connection with the syndication
      of the Commitments.

            "INITIAL EXTENSION OF CREDIT" means the earlier to occur of the
      initial Borrowing and the initial issuance of a Letter of Credit
      hereunder.

            "INITIAL ISSUING BANK" has the meaning specified in the recital of
      parties to this Agreement.

            "INITIAL LENDERS" has the meaning specified in the recital of
      parties to this Agreement.

            "INSUFFICIENCY" means, with respect to any Plan, the amount, if any,
      of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
      ERISA.

            "INTELLECTUAL PROPERTY ASSET" means any and all rights or interests
      in any intellectual property (including but not limited to patents,
      copyrights, trademarks, service marks, domain

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<PAGE>

      names, trade dress, logos, designs, slogans, trade names, business names,
      corporate names and other source identifiers, whether registered or
      unregistered) held by Great Wolf Services, LLC, regardless of whether the
      same is now or hereafter used, held or acquired.

            "INTEREST COVERAGE RATIO" means, at any date of determination, the
      ratio of (a) EBITDA to (b) the sum of interest (including capitalized
      interest) payable on, and amortization of debt discount in respect of, all
      Debt for Borrowed Money, in each case, of or by the Parent Guarantor and
      its Subsidiaries (without duplication) for the consecutive four fiscal
      quarters of the Parent Guarantor most recently ended for which financial
      statements are required to be delivered to the Lender Parties pursuant to
      Section 5.03(b) or (c), as the case may be; provided, however, that for
      purposes of calculating the Interest Coverage Ratio at any date of
      determination occurring during the fiscal quarter of the Parent Guarantor
      ending December 31, 2004, (x) the amount described in clause (a) shall be
      deemed to equal the amount of EBITDA attributable to the three consecutive
      fiscal quarters of the Parent Guarantor ending September 30, 2004 computed
      on a pro forma basis, and (y) the amounts described in clause (b) shall be
      deemed to equal the sum of such items for the three consecutive fiscal
      quarters of the Parent Guarantor ending September 30, 2004 computed on a
      pro forma basis; provided further, that calculations which pertain to the
      fiscal quarters of the Parent Guarantor ending on or prior to December 31,
      2004 shall be made on a pro forma basis, including to give effect to the
      IPO and the Formation Transactions.

            "INTEREST PERIOD" means, for each Eurodollar Rate Advance comprising
      part of the same Borrowing, the period commencing on the date of such
      Eurodollar Rate Advance or the date of the Conversion of any Base Rate
      Advance into such Eurodollar Rate Advance, and ending on the last day of
      the period selected by the Borrower pursuant to the provisions below and,
      thereafter, each subsequent period commencing on the last day of the
      immediately preceding Interest Period and ending on the last day of the
      period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six
      months, as the Borrower may, upon notice received by the Administrative
      Agent not later than 12:00 Noon (New York City time) on the third Business
      Day prior to the first day of such Interest Period, select; provided,
      however, that:

                  (a) the Borrower may not select any Interest Period with
            respect to any Eurodollar Rate Advance that ends after the
            Termination Date;

                  (b) Interest Periods commencing on the same date for
            Eurodollar Rate Advances comprising part of the same Borrowing shall
            be of the same duration;

                  (c) whenever the last day of any Interest Period would
            otherwise occur on a day other than a Business Day, the last day of
            such Interest Period shall be extended to occur on the next
            succeeding Business Day; provided, however, that if such extension
            would cause the last day of such Interest Period to occur in the
            next following calendar month, the last day of such Interest Period
            shall occur on the next preceding Business Day; and

                  (d) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of months equal to the number of months
            in such Interest Period, such Interest Period shall end on the last
            Business Day of such succeeding calendar month.

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                                       15
<PAGE>

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
      amended from time to time, and the regulations promulgated and rulings
      issued thereunder.

            "INVESTMENT" means (a) any loan or advance to any Person, any
      purchase or other acquisition of any Equity Interests or Debt or the
      assets comprising a division or business unit or a substantial part or all
      of the business of any Person, any capital contribution to any Person or
      any other direct or indirect investment in any Person, including, without
      limitation, any acquisition by way of a merger or consolidation and any
      arrangement pursuant to which the investor incurs Debt of the types
      referred to in clause (i) or (j) of the definition of "DEBT" in respect of
      any Person, and (b) the purchase or other acquisition of any unimproved
      land, Development Assets or Resort Assets.

            "IPO" means the initial public offering of common stock of the
      Parent Guarantor and its registration as a public company with the
      Securities and Exchange Commission.

            "ISSUING BANK" means the Initial Issuing Bank and any other Lender
      approved as an Issuing Bank by the Administrative Agent and the Borrower
      and any Eligible Assignee to which a Letter of Credit Commitment hereunder
      has been assigned pursuant to Section 9.07 so long as each such Lender or
      each such Eligible Assignee expressly agrees to perform in accordance with
      their terms all of the obligations that by the terms of this Agreement are
      required to be performed by it as an Issuing Bank and notifies the
      Administrative Agent of its Applicable Lending Office and the amount of
      its Letter of Credit Commitment (which information shall be recorded by
      the Administrative Agent in the Register) for so long as such Initial
      Issuing Bank, Lender or Eligible Assignee, as the case may be, shall have
      a Letter of Credit Commitment.

            "JOINT VENTURE" means any joint venture (a) in which the Parent
      Guarantor or any of its Subsidiaries holds any Equity Interest, (b) that
      is not a Subsidiary of the Parent Guarantor or any of its Subsidiaries and
      (c) the accounts of which would not appear on the Consolidated financial
      statements of the Parent Guarantor.

            "JOINT VENTURE ASSETS" means, with respect to any Joint Venture at
      any time, the assets owned by such Joint Venture at such time.

            "JV PRO RATA SHARE" means (a) with respect to any Joint Venture
      (other than a Designated Joint Venture), at any time, the fraction,
      expressed as a percentage, obtained by dividing (i) the total book value
      of all Equity Interests in such Joint Venture held by the Parent Guarantor
      and any of its Subsidiaries by (ii) the total book value of all
      outstanding Equity Interests in such Joint Venture at such time, and (b)
      with respect to a Designated Joint Venture, at any time, the percentage
      interest of the applicable party in profits and losses of such Joint
      Venture at such time.

            "L/C CASH COLLATERAL ACCOUNT" means an account of the Borrower to be
      maintained with the Administrative Agent, in the name of the
      Administrative Agent and under the sole control and dominion of the
      Administrative Agent and subject to the terms of this Agreement.

            "L/C RELATED DOCUMENTS" has the meaning specified in Section
      2.04(b)(ii)(A).

            "LENDER PARTY" means any Lender, the Swing Line Bank or any Issuing
      Bank.

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                                       16
<PAGE>

            "LENDERS" means the Initial Lenders and each Person that shall
      become a Lender hereunder pursuant to Section 9.07 for so long as such
      Initial Lender or Person, as the case may be, shall be a party to this
      Agreement.

            "LETTER OF CREDIT ADVANCE" means an advance made by any Issuing Bank
      or any Lender pursuant to Section 2.03(c).

            "LETTER OF CREDIT AGREEMENT" has the meaning specified in Section
      2.03(a).

            "LETTER OF CREDIT COMMITMENT" means, with respect to any Issuing
      Bank at any time, the amount set forth opposite such Issuing Bank's name
      on Schedule I hereto under the caption "Letter of Credit Commitment" or,
      if such Issuing Bank has entered into one or more Assignment and
      Acceptances, set forth for such Issuing Bank in the Register maintained by
      the Administrative Agent pursuant to Section 9.07(d) as such Issuing
      Bank's "Letter of Credit Commitment", as such amount may be reduced at or
      prior to such time pursuant to Section 2.05.

            "LETTER OF CREDIT FACILITY" means, at any time, an amount equal to
      the lesser of (a) the aggregate amount of the Issuing Banks' Letter of
      Credit Commitments at such time, and (b) $5,000,000, as such amount may be
      reduced at or prior to such time pursuant to Section 2.05.

            "LETTERS OF CREDIT" has the meaning specified in Section 2.01(b).

            "LEVERAGE RATIO" means, at any date of determination, the ratio of
      Total Debt to EBITDA as at the end of the most recently ended fiscal
      quarter of the Parent Guarantor for which financial statements are
      required to be delivered to the Lender Parties pursuant to Section 5.03(b)
      or (c), as the case may be; provided, however, that, for purposes of this
      definition, Total Debt shall be computed without regard to the Obligations
      described by clause (h) of the definition of "Debt".

            "LIEN" means any lien, security interest or other charge or
      encumbrance of any kind, or any other type of preferential arrangement,
      including, without limitation, the lien or retained security title of a
      conditional vendor and any easement, right of way or other encumbrance on
      title to real property.

            "LIMITED SUBSIDIARY" means, at any date of determination, a
      Subsidiary of a Loan Party (a) that is prohibited by the terms of any loan
      agreement or indenture or other material agreement to which it is or is
      then becoming a party from providing guarantees of the Obligations of the
      Loan Parties under the Loan Documents, (b) that is being formed with the
      intention of incurring Non-Recourse Debt permitted under Section
      5.02(b)(iii)(E) in respect of Assets that are not Borrowing Base Assets,
      or (c) that is inactive or holds de minimis assets. For the avoidance of
      doubt, it is acknowledged that assets comprised of a single liquor license
      (or other similar license) relating to a Borrowing Base Asset are deemed
      not to be de minimis for purposes of this definition.

            "LOAN DOCUMENTS" means (a) this Agreement, (b) the Notes, (c) the
      Fee Letter, (d) each Letter of Credit Agreement, (e) each Guaranty
      Supplement, (f) the Collateral Documents, and (g) each Secured Hedge
      Agreement, in each case, as amended.

            "LOAN PARTIES" means the Borrower and the Guarantors.

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                                       17
<PAGE>

            "LOAN VALUE" means, with respect to any Borrowing Base Asset, an
      amount equal to 60% of the most recent Appraised Value of such Borrowing
      Base Asset.

            "MANAGEMENT AGREEMENT" means individually (and collectively, as the
      context may require) (x) the Management Agreement, of even date herewith,
      between Great Lakes Services, LLC and Great Bear Lodge of Wisconsin Dells,
      LLC, (y) the Management Agreement, of even date herewith, between Great
      Lakes Services, LLC and Great Bear Lodge of Sandusky, LLC and (z) any
      Management Agreement in respect of a Borrowing Base Asset entered into
      after the Closing Date in compliance with Section 5.01(o).

            "MANAGEMENT RESERVE" means, with respect to any Asset for any fiscal
      period, an amount equal to 3.0% of the total revenues generated from the
      operation of such Asset for such fiscal period.

            "MARGIN STOCK" has the meaning specified in Regulation U.

            "MATERIAL ADVERSE CHANGE" means any material adverse change in the
      business, condition (financial or otherwise), results of operations or
      prospects of the Borrower or the Borrower and its Subsidiaries, taken as a
      whole.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
      business, condition (financial or otherwise), operations or prospects of
      the Borrower and its Subsidiaries, taken as a whole, (b) the rights and
      remedies of any Agent or any Lender Party under any Loan Document, (c) the
      ability of any Loan Party to perform its Obligations under any Loan
      Document to which it is or is to be a party or (d) the value of the
      Collateral.

            "MATERIAL CONTRACT" means each contract to which the Borrower or any
      of its Subsidiaries is a party involving aggregate consideration payable
      to or by the Borrower or such Subsidiary in an amount of $5,000,000 or
      more per annum or which, if terminated, would be reasonably likely to
      result in a Material Adverse Change.

            "MATERIAL DEBT" means Debt of any Loan Party or any Subsidiary of a
      Loan Party that is outstanding in a principal amount (or, in the case of
      any Hedge Agreement, an Agreement Value) of $10,000,000 or more, either
      individually or in the aggregate; in each case (a) whether the primary
      obligation of one or more of the Loan Parties or their respective
      Subsidiaries, (b) whether the subject of one or more separate debt
      instruments or agreements, and (c) exclusive of Debt outstanding under
      this Agreement.

            "MOODY'S" means Moody's Investors Services, Inc. and any successor
      thereto.

            "MORTGAGE POLICIES" has the meaning specified in Section
      3.01(a)(iii)(B).

            "MORTGAGES" has the meaning specified in Section 3.01(a)(iii).

            "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
      Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
      Affiliate is making or accruing an obligation to make contributions, or
      has within any of the preceding five plan years made or accrued an
      obligation to make contributions.

            "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
      Loan Party or any

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                                       18
<PAGE>

      ERISA Affiliate and at least one Person other than the Loan Parties and
      the ERISA Affiliates or (b) was so maintained and in respect of which any
      Loan Party or any ERISA Affiliate could have liability under Section 4064
      or 4069 of ERISA in the event such plan has been or were to be terminated.

            "NEGATIVE PLEDGE" means, with respect to any asset, any provision of
      a document, instrument or agreement (other than a Loan Document) which
      prohibits or purports to prohibit the creation or assumption of any Lien
      on such asset as security for Debt of the Person owning such asset or any
      other Person.

            "NET ASSET SALES PROCEEDS" has the meaning specified in Section
      5.02(e)(i)(B).

            "NET OPERATING INCOME" means, with respect to any Borrowing Base
      Asset, (a) the total rental revenue and other revenues from the operation
      of such Borrowing Base Asset, minus (b) the FF&E Reserve for such
      Borrowing Base Asset and all expenses and other proper charges incurred in
      connection with the operation and maintenance of such Borrowing Base
      Asset, including, without limitation, management fees, repairs, real
      estate and chattel taxes and bad debt expenses, but before payment or
      provision for debt service charges, income taxes and depreciation,
      amortization, asset impairment charges and other non-cash expenses and
      non-recurring charges, all as determined in accordance with GAAP and in
      each case for consecutive four fiscal quarters of the Parent Guarantor
      most recently ended for which financial statements are required to be
      delivered pursuant to Section 5.03(b) or (c), as the case may be.

            "NON-RECOURSE DEBT" means Debt for Borrowed Money with respect to
      which recourse for payment is limited to (a) any building(s) or parcel(s)
      of real property or any related assets encumbered by a Lien securing such
      Debt for Borrowed Money and/or (b) (i) the general credit of the
      Property-Level Subsidiary that has incurred such Debt for Borrowed Money,
      and/or the direct Equity Interests therein and/or (ii) the general credit
      of the immediate parent entity of such Property-Level Subsidiary provided
      that such parent entity's assets consist solely of Equity Interests in one
      or more Property-Level Subsidiaries, it being understood that the
      instruments governing such Debt may include customary carve-outs to such
      limited recourse (any such customary carve-outs or agreements limited to
      such customary carve-outs, being a "CUSTOMARY CARVE-OUT AGREEMENT") such
      as, for example, personal recourse to the Parent Guarantor or any
      Subsidiary of the Parent Guarantor for fraud, misrepresentation,
      misapplication or misappropriation of cash, waste, environmental claims,
      damage to properties, non-payment of taxes or other liens despite the
      existence of sufficient cash flow, interference with the enforcement of
      loan documents upon maturity or acceleration, voluntary or involuntary
      bankruptcy filings, violation of loan document prohibitions against
      transfer of properties or ownership interests therein and liabilities and
      other circumstances customarily excluded by lenders from exculpation
      provisions and/or included in separate indemnification and/or guaranty
      agreements in non-recourse financings of real estate.

            "NOTE" means a promissory note of the Borrower payable to the order
      of any Lender, in substantially the form of Exhibit A hereto, evidencing
      the aggregate indebtedness of the Borrower to such Lender resulting from
      the Revolving Credit Advances, Swing Line Advances and Letter of Credit
      Advances made by such Lender.

            "NOTICE" has the meaning specified in Section 9.02(c).

            "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

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<PAGE>

            "NOTICE OF ISSUANCE" has the meaning specified in Section 2.03(a).

            "NOTICE OF RENEWAL" has the meaning specified in Section 2.01(b).

            "NOTICE OF SWING LINE BORROWING" has the meaning specified in
      Section 2.02(b).

            "NOTICE OF TERMINATION" has the meaning specified in Section
      2.01(b).

            "NPL" means the National Priorities List under CERCLA.

            "OBLIGATION" means, with respect to any Person, any payment,
      performance or other obligation of such Person of any kind, including,
      without limitation, any liability of such Person on any claim, whether or
      not the right of any creditor to payment in respect of such claim is
      reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
      disputed, undisputed, legal, equitable, secured or unsecured, and whether
      or not such claim is discharged, stayed or otherwise affected by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the foregoing, the Obligations of any Loan Party under the Loan
      Documents include (a) the obligation to pay principal, interest, Letter of
      Credit commissions, charges, expenses, fees, attorneys' fees and
      disbursements, indemnities and other amounts payable by such Loan Party
      under any Loan Document and (b) the obligation of such Loan Party to
      reimburse any amount in respect of any of the foregoing that any Lender
      Party, in its sole discretion, may elect to pay or advance on behalf of
      such Loan Party.

            "OECD" means the Organization for Economic Cooperation and
      Development.

            "OP GENERAL PARTNER" means GWR OP General Partner, LLC, a Delaware
      limited liability company.

            "OTHER TAXES" has the meaning specified in Section 2.12(b).

            "PARENT GUARANTOR" has the meaning specified in the recital of
      parties to this Agreement.

            "PARTICIPANT" has the meaning specified in Section 2.03(c)(i).

            "PATRIOT ACT" has the meaning specified in Section 9.12.

            "PBGC" means the Pension Benefit Guaranty Corporation (or any
      successor).

            "PERMITTED LIENS" means such of the following as to which no
      enforcement, collection, execution, levy or foreclosure proceeding shall
      have been commenced: (a) Liens for taxes, assessments and governmental
      charges or levies not yet due and payable; (b) Liens imposed by law, such
      as materialmen's, mechanics', carriers', workmen's and repairmen's Liens
      and other similar Liens arising in the ordinary course of business
      securing obligations that (i) are not overdue for a period of more than 30
      days and (ii) individually or together with all other Permitted Liens
      outstanding on any date of determination do not materially adversely
      affect the use of the property to which they relate; (c) pledges or
      deposits to secure obligations under workers' compensation or unemployment
      laws or similar legislation or to secure public or statutory obligations;
      (d) easements, zoning restrictions, rights of way and other encumbrances
      on title to real property that do not materially adversely affect the use
      or value of such property for its present purposes; (e) Tenancy Leases;
      (f) Permitted Encumbrances (as defined in each of the

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                                       20
<PAGE>

      Mortgages); and (g) with respect to any Excluded Subsidiary, any
      non-monetary Liens permitted under agreements pertaining to Non-Recourse
      Debt.

            "PERSON" means an individual, partnership, corporation (including a
      business trust), limited liability company, joint stock company, trust,
      unincorporated association, joint venture or other entity, or a government
      or any political subdivision or agency thereof.

            "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

            "PLATFORM" has the meaning specified in Section 9.02(b).

            "POST PETITION INTEREST" has the meaning specified in Section
      7.07(c).

            "PREDECESSORS" means (a) "Great Lakes Predecessor" or "Predecessor",
      as more particularly described in and as such terms are defined in, the
      Registration Statement, (b) Great Bear Lodge of Sandusky, LLC, and (c)
      Great Bear Lodge of Wisconsin Dells, LLC.

            "PREFERRED INTERESTS" means, with respect to any Person, Equity
      Interests issued by such Person that are entitled to a preference or
      priority over any other Equity Interests issued by such Person upon any
      distribution of such Person's property and assets, whether by dividend or
      upon liquidation.

            "PROPERTY-LEVEL SUBSIDIARY" means any Subsidiary of the Borrower or
      any Joint Venture that holds a direct fee or leasehold interest in any
      single building (or group of related buildings, including, without
      limitation, buildings pooled for purposes of a Non-Recourse Debt
      financing) or parcel (or group of related parcels, including, without
      limitation, parcels pooled for purposes of a Non-Recourse Debt financing)
      of real property and related assets and not in any other building or
      parcel of real property.

            "PROPOSED BORROWING BASE ASSET" has the meaning specified in Section
      5.01(j)(iv).

            "PRO RATA SHARE" of any amount means, with respect to any Lender at
      any time, the product of such amount times a fraction the numerator of
      which is the amount of such Lender's Revolving Credit Commitment at such
      time (or, if the Commitments shall have been terminated pursuant to
      Section 2.05 or 6.01, such Lender's Revolving Credit Commitment as in
      effect immediately prior to such termination) and the denominator of which
      is the Revolving Credit Facility at such time (or, if the Commitments
      shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving
      Credit Facility as in effect immediately prior to such termination).

            "QUALIFYING GROUND LEASE" means a ground lease containing the
      following terms and conditions: (a) a remaining term (exclusive of any
      unexercised extension options) of 30 years or more from the Closing Date;
      (b) the right of the lessee to mortgage and encumber its interest in the
      leased property without the consent of the lessor; (c) the obligation of
      the lessor to give the holder of any mortgage Lien on such leased property
      written notice of any defaults on the part of the lessee and agreement of
      such lessor that such lease will not be terminated until such holder has
      had a reasonable opportunity to cure or complete foreclosures, and fails
      to do so; (d) reasonable transferability of the lessee's interest under
      such lease, including ability to sublease; and (e) such other rights
      customarily required by mortgagees making a loan secured by the interest
      of the holder of a leasehold estate demised pursuant to a ground lease.

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<PAGE>

            "REAL PROPERTY" means all right, title and interest of the Borrower
      and each of its Subsidiaries in and to any land and any improvements
      located thereon, together with all equipment, furniture, materials,
      supplies, personal property and all other rights and property within the
      scope of the definition of Mortgaged Property (as defined in the Form of
      Mortgage attached hereto as Exhibit G) in which such Person has an
      interest now or hereafter located on or used in connection with such land
      and improvements, and all appurtenances, additions, improvements,
      renewals, substitutions and replacements thereof now or hereafter acquired
      by such Person.

            "REFERENCE BANKS" means Citibank, N.A., Societe Generale and Calyon.

            "REFINANCING DEBT" means, with respect to any Debt, any Debt
      extending the maturity of, or refunding or refinancing, in whole or in
      part, such Debt, provided that the terms of any Refinancing Debt, and of
      any agreement entered into and of any instrument issued in connection
      therewith, (a) do not provide for any Lien on any Borrowing Base Assets
      and, (b) do not cause a breach of any of the covenants set forth in
      Section 5.04, and (c) are not otherwise prohibited by the Loan Documents.

            "REGISTER" has the meaning specified in Section 9.07(d).

            "REGISTRATION STATEMENT" means the Parent Guarantor's Form S-1
      Registration Statement filed with the Securities and Exchange Commission
      in connection with the IPO, as amended.

            "REGULATION U" means Regulation U of the Board of Governors of the
      Federal Reserve System, as in effect from time to time.

            "REQUIRED LENDER PARTIES" means (a) CNAI, Societe Generale and
      Calyon, in each case to the extent such Person or an Affiliate thereof is
      a Lender at such time, and (b) such additional Lenders, if any, as shall,
      together with CNAI, Societe Generale and Calyon, be necessary to
      constitute Required Lenders.

            "REQUIRED LENDERS" means, at any time, Lenders owed or holding
      greater than 50% of the sum of (a) the aggregate principal amount of the
      Advances outstanding at such time, (b) the aggregate Available Amount of
      all Letters of Credit outstanding at such time and (c) the aggregate
      Unused Revolving Credit Commitments at such time. For purposes of this
      definition, the aggregate principal amount of Swing Line Advances owing to
      the Swing Line Bank and of Letter of Credit Advances owing to any Issuing
      Bank and the Available Amount of each Letter of Credit shall be considered
      to be owed to the Revolving Lenders ratably in accordance with their
      respective Revolving Credit Commitments.

            "RESORT ASSET" means Real Property (other than any Joint Venture
      Asset) that operates or is intended to be operated as a hotel or resort
      that features indoor water parks or other family oriented facilities or is
      a structure from which a hotel or resort that features indoor water parks
      or other family oriented facilities is operated or intended to be
      operated.

            "RESPONSIBLE OFFICER" means any officer of, or any officer of any
      general partner or managing member of, the relevant Loan Party, which
      officer shall have (a) responsibility for performing the underlying
      function that is the subject of the action required of such officer
      hereunder, or (b) supervisory responsibility for such an officer.

            "REVOLVING CREDIT ADVANCE" has the meaning specified in Section
      2.01(a).

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                                       22
<PAGE>

            "REVOLVING CREDIT COMMITMENT" means, (a) with respect to any Lender
      at any time, the amount set forth opposite such Lender's name on Schedule
      I hereto under the caption "Revolving Credit Commitment" or (b) if such
      Lender has entered into one or more Assignment and Acceptances, set forth
      for such Lender in the Register maintained by the Administrative Agent
      pursuant to Section 9.07(d) as such Lender's "Revolving Credit
      Commitment", as such amount may be reduced at or prior to such time
      pursuant to Section 2.05.

            "REVOLVING CREDIT FACILITY" means, at any time, the aggregate amount
      of the Lenders' Revolving Credit Commitments at such time.

            "S&P" means Standard & Poor's Ratings Group, a division of The
      McGraw-Hill Companies, Inc. and any successor thereto.

            "SALE AND LEASEBACK TRANSACTION" shall mean any arrangement with any
      Person providing for the leasing by the Parent Guarantor or any of its
      Subsidiaries of any Real Property that has been sold or transferred or is
      to be sold or transferred by the Parent Guarantor or such Subsidiary, as
      the case may be, to such Person.

            "SANDUSKY ASSET" means the Resort Asset owned by Great Bear Lodge of
      Sandusky, LLC located in Sandusky, Ohio.

            "SARBANES-OXLEY" means the Sarbanes-Oxley Act of 2002, as amended.

            "SCOTRUN ASSET" means the Resort Asset owned by Great Wolf Lodge of
      the Poconos, LLC located in Scotrun, Pennsylvania.

            "SECURED HEDGE AGREEMENT" means any Hedge Agreement required or
      permitted under Article V that is entered into by and between any Loan
      Party and any Hedge Bank and that is secured by the Collateral Documents.

            "SECURED OBLIGATIONS" means, collectively, the "Secured Obligations"
      as defined in Section 2 of the Security Agreement.

            "SECURED PARTIES" means the Agents, the Lender Parties and the Hedge
      Banks.

            "SECURITIES ACT" means the Securities Act of 1933, as amended to the
      date hereof and from time to time hereafter, and any successor statute.

            "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
      as amended to the date hereof and from time to time hereafter, and any
      successor statute.

            "SECURITY AGREEMENT" has the meaning specified in Section
      3.01(a)(ii).

            "SHEBOYGAN ASSET" means the Resort Asset owned by Blue Harbor Resort
      Sheboygan, LLC located in Sheboygan, Michigan.

            "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any
      Loan Party or any ERISA Affiliate and no Person other than the Loan
      Parties and the ERISA Affiliates or (b) was so maintained and in respect
      of which any Loan Party or any ERISA Affiliate could have liability under
      Section 4069 of ERISA in the event such plan has been or were to be
      terminated.

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<PAGE>

            "SG AMERICAS" has the meaning specified in the recital of parties to
      this Agreement.

            "SOLVENT" means, with respect to any Person on a particular date,
      that on such date (a) the fair value of the property of such Person, on a
      going-concern basis, is greater than the total amount of liabilities,
      including, without limitation, contingent liabilities, of such Person, (b)
      the present fair salable value of the assets of such Person, on a
      going-concern basis, is not less than the amount that will be required to
      pay the probable liability of such Person on its debts as they become
      absolute and matured, (c) such Person does not intend to, and does not
      believe that it will, incur debts or liabilities beyond such Person's
      ability to pay such debts and liabilities as they mature and (d) such
      Person is not engaged in business or a transaction, and is not about to
      engage in business or a transaction, for which such Person's property
      would constitute an unreasonably small capital. The amount of contingent
      liabilities at any time shall be computed as the amount that, in the light
      of all the facts and circumstances existing at such time (including,
      without limitation, after taking into account appropriate discount factors
      for the present value of future contingent liabilities), represents the
      amount that can reasonably be expected to become an actual or matured
      liability.

            "STANDBY LETTER OF CREDIT" means any Letter of Credit issued under
      the Letter of Credit Facility, other than a Trade Letter of Credit.

            "SUBORDINATED OBLIGATIONS" has the meaning specified in Section
      7.07(a).

            "SUBSIDIARY" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      50% or more of (a) the issued and outstanding capital stock having
      ordinary voting power to elect a majority of the Board of Directors of
      such corporation (irrespective of whether at the time capital stock of any
      other class or classes of such corporation shall or might have voting
      power upon the occurrence of any contingency), (b) the interest in the
      capital or profits of such partnership, joint venture or limited liability
      company or (c) the beneficial interest in such trust or estate, in each
      case, is at the time directly or indirectly owned or controlled by such
      Person, by such Person and one or more of its other Subsidiaries or by one
      or more of such Person's other Subsidiaries.

            "SUBSIDIARY GUARANTOR" has the meaning specified in the recital of
      parties to this Agreement.

            "SUPPLEMENTAL COLLATERAL AGENT" has the meaning specified in Section
      8.01(b).

            "SURVIVING DEBT" means Debt of each Loan Party and its Subsidiaries
      outstanding immediately before and after giving effect to the IPO and the
      Formation Transactions.

            "SWING LINE ADVANCE" means an advance made by (a) the Swing Line
      Bank pursuant to Section 2.01(c) or (b) any Lender pursuant to Section
      2.02(b).

            "SWING LINE BANK" means CNAI, in its capacity as the Lender of Swing
      Line Advances, and its successors and permitted assigns in such capacity.

            "SWING LINE BORROWING" means a borrowing consisting of a Swing Line
      Advance made by the Swing Line Bank pursuant to Section 2.01(c) or the
      Lenders pursuant to Section 2.02(b).

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                                       24
<PAGE>

            "SWING LINE COMMITMENT" means, with respect to the Swing Line Bank,
      the amount of the Swing Line Facility set forth in Section 2.01(b), as
      such amount may be reduced at or prior to such time pursuant to Section
      2.05.

            "SWING LINE FACILITY" has the meaning specified in Section 2.01(c).

            "TAXES" has the meaning specified in Section 2.12(a).

            "TENANCY LEASES" means operating leases, subleases, licenses,
      occupancy agreements and rights-of-use entered into by the Borrower or any
      of its Subsidiaries in its capacity as a lessor or a similar capacity in
      the ordinary course of business that do not materially and adversely
      affect the use of the Real Property encumbered thereby for its intended
      purpose (excluding any lease entered into in connection with a Sale and
      Leaseback Transaction).

            "TERMINATION DATE" means the earlier of (a) the third anniversary of
      the Closing Date and (b) the date of termination in whole of the Revolving
      Credit Commitments, the Swing Line Commitment and the Letter of Credit
      Commitments pursuant to Section 2.05 or 6.01.

            "TOTAL DEBT" means, at any date of determination, all Consolidated
      Debt of the Parent Guarantor and its Subsidiaries as at the end of the
      most recently ended fiscal quarter of the Parent Guarantor for which
      financial statements are required to be delivered to the Lender Parties
      pursuant to Section 5.03(b) or (c), as the case may be.

            "TOTAL LOAN VALUE" means an amount equal to the lesser of (a) the
      sum of the Loan Values of all Borrowing Base Assets and (b) the sum of (i)
      3.75 times Adjusted Net Operating Income, and (ii) a credit equal to the
      lesser of (A) 60% of the actual cost to upgrade the waterpark at the
      Wisconsin Dells Asset and (B) $5,400,000, which credit shall decline on a
      straight-line basis over the 12-month period following completion of such
      upgrade.

            "TRADE LETTER OF CREDIT" means any Letter of Credit that is issued
      under the Letter of Credit Facility for the benefit of a supplier of
      inventory to the Borrower or any of its Subsidiaries to effect payment for
      such Inventory.

            "TRANSFER" has the meaning specified in Section 5.02(e)(i).

            "TYPE" refers to the distinction between Advances bearing interest
      at the Base Rate and Advances bearing interest at the Eurodollar Rate.

            "UNUSED FEE" has the meaning specified in Section 2.08(a).

            "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any
      Lender at any time, (a) such Lender's Revolving Credit Commitment at such
      time minus (b) the sum of (i) the aggregate principal amount of all
      Revolving Credit Advances, Swing Line Advances and Letter of Credit
      Advances made by such Lender (in its capacity as a Lender) and outstanding
      at such time plus (ii) such Lender's Pro Rata Share of (A) the aggregate
      Available Amount of all Letters of Credit outstanding at such time, (B)
      the aggregate principal amount of all Letter of Credit Advances made by
      the Issuing Banks pursuant to Section 2.03(c) and outstanding at such time
      and (C) the aggregate principal amount of all Swing Line Advances made by
      the Swing Line Bank pursuant to Section 2.01(c) and outstanding at such
      time; provided, however, that for purposes of calculating the Unused Fee,
      prior to the date of an assignment by the Swing Line Bank to the other
      Lenders of their respective Pro Rata Shares of a Swing Line Advance
      pusuant

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                                       25
<PAGE>

      to Section 2.02(b), (1) the Pro Rata Share of each Lender (other than the
      Swing Line Bank) of the amount referred to in clause (C) with respect to
      such Swing Line Advance shall be deemed to be zero, and (2) the Pro Rata
      Share of the Swing Line Bank of the amount referred to in clause (C) with
      respect to such Swing Line Advance shall be deemed to be entire principal
      amount of such Swing Line Advance.

            "VOTING INTERESTS" means shares of capital stock issued by a
      corporation, or equivalent Equity Interests in any other Person, the
      holders of which are ordinarily, in the absence of contingencies, entitled
      to vote for the election of directors (or persons performing similar
      functions) of such Person, even if the right so to vote has been suspended
      by the happening of such a contingency.

            "WELFARE PLAN" means a welfare plan, as defined in Section 3(1) of
      ERISA, that is maintained for employees of any Loan Party or in respect of
      which any Loan Party could have liability.

            "WILLIAMSBURG ASSET" means the Resort Asset owned by Great Wolf
      Lodge of Williamsburg, LLC located in Williamsburg, Virginia.

            "WISCONSIN DELLS ASSET" means the Resort Asset owned by Great Bear
      Lodge of Wisconsin Dells, LLC located in Wisconsin Dells, Wisconsin.

            "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
      Subtitle E of Title IV of ERISA.

            SECTION 1.02. Computation of Time Periods; Other Definitional
Provisions. In this Agreement and the other Loan Documents in the computation of
periods of time from a specified date to a later specified date, the word "FROM"
means "from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(g) ("GAAP").

                                   ARTICLE II
           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

            SECTION 2.01. The Advances and the Letters of Credit. (a) The
Revolving Credit Advances. Each Lender severally agrees, on the terms and
conditions hereinafter set forth, to make advances (each, a "REVOLVING CREDIT
ADVANCE") to the Borrower from time to time on any Business Day during the
period from the date hereof until the Termination Date in an amount for each
such Advance not to exceed such Lender's Unused Revolving Credit Commitment at
such time. Each Borrowing shall be in an aggregate amount of $1,000,000 or an
integral multiple of $250,000 in excess thereof and shall consist of Revolving
Credit Advances made simultaneously by the Lenders ratably according to their
Revolving Credit Commitments. Within the limits of each Lender's Unused
Revolving Credit Commitment in effect from time to time and prior to the
Termination Date, the Borrower may borrow under this Section 2.01(a), prepay
pursuant to Section 2.06(a) and reborrow under this Section 2.01(a).

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                                       26
<PAGE>

            (b) Letters of Credit. Each Issuing Bank severally agrees, on the
terms and conditions hereinafter set forth, to issue (or cause its Affiliate
that is a commercial bank to issue on its behalf) letters of credit (the
"LETTERS OF CREDIT"), for the account of the Borrower from time to time on any
Business Day during the period from the date hereof until 60 days before the
Termination Date in an aggregate Available Amount (i) for all Letters of Credit
not to exceed at any time the Letter of Credit Facility at such time, (ii) for
all Letters of Credit issued by such Issuing Bank not to exceed such Issuing
Bank's Letter of Credit Commitment at such time, and (iii) for each such Letter
of Credit not to exceed the Unused Revolving Credit Commitments of the Lenders
at such time. No Letter of Credit shall have an expiration date (including all
rights of the Borrower or the beneficiary to require renewal) later than the
earlier of 60 days before the Termination Date and (A) in the case of a Standby
Letter of Credit one year after the date of issuance thereof, but may by its
terms be renewable annually upon notice (a "NOTICE OF RENEWAL") given to the
Issuing Bank that issued such Standby Letter of Credit and the Administrative
Agent on or prior to any date for notice of renewal set forth in such Letter of
Credit but in any event at least three Business Days prior to the date of the
proposed renewal of such Standby Letter of Credit and upon fulfillment of the
applicable conditions set forth in Article III unless such Issuing Bank has
notified the Borrower (with a copy to the Administrative Agent) on or prior to
the date for notice of termination set forth in such Letter of Credit but in any
event at least 30 Business Days prior to the date of automatic renewal of its
election not to renew such Standby Letter of Credit (a "NOTICE OF TERMINATION")
and (B) in the case of a Trade Letter of Credit, 60 days after the date of
issuance thereof; provided, however, that the terms of each Standby Letter of
Credit that is automatically renewable annually shall (x) require the Issuing
Bank that issued such Standby Letter of Credit to give the beneficiary named in
such Standby Letter of Credit notice of any Notice of Termination, (y) permit
such beneficiary, upon receipt of such notice, to draw under such Standby Letter
of Credit prior to the date such Standby Letter of Credit otherwise would have
been automatically renewed and (z) not permit the expiration date (after giving
effect to any renewal) of such Standby Letter of Credit in any event to be
extended to a date later than 60 days before the Termination Date. If either a
Notice of Renewal is not given by the Borrower or a Notice of Termination is
given by the relevant Issuing Bank pursuant to the immediately preceding
sentence, such Standby Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed; provided, however, that even in
the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in
its discretion, unless instructed to the contrary by the Administrative Agent or
the Borrower, deem that a Notice of Renewal had been timely delivered and in
such case, a Notice of Renewal shall be deemed to have been so delivered for all
purposes under this Agreement. Each Standby Letter of Credit shall contain a
provision authorizing the Issuing Bank that issued such Letter of Credit to
deliver to the beneficiary of such Letter of Credit, upon the occurrence and
during the continuance of an Event of Default, a notice (a "DEFAULT TERMINATION
NOTICE") terminating such Letter of Credit and giving such beneficiary 15 days
to draw such Letter of Credit. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(b) and request the
issuance of additional Letters of Credit under this Section 2.01(b).

            (c) Swing Line Advances. The Borrower may request the Swing Line
Bank to make, and the Swing Line Bank agrees to make, on the terms and
conditions hereinafter set forth, Swing Line Advances to the Borrower from time
to time on any Business Day during the period from the date hereof until the
Termination Date (i) in an aggregate amount not to exceed at any time
outstanding $5,000,000 (the "SWING LINE FACILITY") and (ii) in an amount for
each such Swing Line Borrowing not to exceed the aggregate of the Unused
Revolving Credit Commitments of the Lenders at such time. No Swing Line Advance
shall be used for the purpose of funding the payment of principal of any other
Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $250,000
or an integral multiple of $250,000 in excess thereof and shall be made as a
Base Rate Advance. Within the limits of the Swing Line Facility and within the
limits referred to in clause (ii) above, the Borrower may borrow under this

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                                       27
<PAGE>

Section 2.01(c), repay pursuant to Section 2.04(b) or prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(c).

            SECTION 2.02. Making the Advances. (a) Except as otherwise provided
in Section 2.03, each Borrowing (other than a Swing Line Borrowing) shall be
made on notice, given not later than 12:00 Noon (New York City time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or not later than 1:00 P.M.
(New York City time) on the date one Business Day prior to the date of the
proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances,
by the Borrower to the Administrative Agent, which shall give to each Lender
prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a
"NOTICE OF BORROWING") shall be by telephone, confirmed immediately in writing,
or telex or telecopier or e-mail, in each case in substantially the form of
Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing and (iv) in the case of a Borrowing consisting of Eurodollar Rate
Advances, initial Interest Period for each such Advance. Each Lender shall,
before 12:00 Noon (New York City time) on the date of such Borrowing in the case
of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York
City time) on the date of such Borrowing in the case of a Borrowing consisting
of Base Rate Advances, make available for the account of its Applicable Lending
Office to the Administrative Agent at the Administrative Agent's Account, in
same day funds, such Lender's ratable portion of such Borrowing in accordance
with the respective Commitments of such Lender and the other Lenders. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account;
provided, however, that the Administrative Agent shall first make a portion of
such funds equal to the aggregate principal amount of any Swing Line Advances
and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank,
as the case may be, and by any other Lender and outstanding on the date of such
Borrowing, plus interest accrued and unpaid thereon to and as of such date,
available to the Swing Line Bank or such Issuing Bank, as the case may be, and
such other Lenders for repayment of such Swing Line Advances and Letter of
Credit Advances.

            (b) Each Swing Line Borrowing shall be made on notice, given not
later than 12:00 Noon (New York City time) on the date of the proposed Swing
Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative
Agent. Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE
BORROWING") shall be by telephone, confirmed immediately in writing or by
telecopier or e-mail, in each case specifying therein the requested (i) date of
such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such
Borrowing (which maturity shall be no later than the earlier of (A) the seventh
day after the requested date of such Borrowing and (B) the Termination Date).
The Swing Line Bank shall, before 1:00 P.M. (New York City time) on the date of
such Swing Line Borrowing, make the amount thereof available to the
Administrative Agent at the Administrative Agent's Account, in same day funds.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower by crediting the Borrower's
Account. Upon written demand by the Swing Line Bank, with a copy of such demand
to the Administrative Agent, each other Lender shall purchase from the Swing
Line Bank, and the Swing Line Bank shall sell and assign to each such other
Lender, such other Lender's Pro Rata Share of such outstanding Swing Line
Advance as of the date of such demand, by making available for the account of
its Applicable Lending Office to the Administrative Agent for the account of the
Swing Line Bank, by deposit to the Administrative Agent's Account, in same day
funds, an amount equal to the portion of the outstanding principal amount of
such Swing Line Advance to be purchased by such Lender. The Borrower hereby
agrees to each such sale and assignment. Each Lender agrees to purchase its Pro
Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which
demand therefor is made by the Swing Line Bank, provided that notice of such
demand is given not later than 12:00 Noon (New York City time) on such Business
Day or (ii) the first Business Day next

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                                       28
<PAGE>

succeeding such demand if notice of such demand is given after such time. Upon
any such assignment by the Swing Line Bank to any other Lender of a portion of a
Swing Line Advance, the Swing Line Bank represents and warrants to such other
Lender that the Swing Line Bank is the legal and beneficial owner of such
interest being assigned by it, but makes no other representation or warranty and
assumes no responsibility with respect to such Swing Line Advance, the Loan
Documents or any Loan Party. If and to the extent that any Lender shall not have
so made the amount of such Swing Line Advance available to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand
such amount together with interest thereon, for each day from the date of demand
by the Swing Line Bank until the date such amount is paid to the Administrative
Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such amount for the account of the Swing Line Bank on any Business Day,
such amount so paid in respect of principal shall constitute a Swing Line
Advance made by such Lender on such Business Day for purposes of this Agreement,
and the outstanding principal amount of the Swing Line Advance made by the Swing
Line Bank shall be reduced by such amount on such Business Day.

            (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder or for any Borrowing if the aggregate amount of
such Borrowing is less than $1,000,000 or if the obligation of the Lenders to
make Eurodollar Rate Advances shall then be suspended pursuant to Section
2.07(d)(ii), 2.09 or 2.10 and (ii) there may not be more than 10 separate
Borrowings outstanding at any time.

            (d) Each Notice of Borrowing and Notice of Swing Line Borrowing
shall be irrevocable and binding on the Borrower. In the case of any Borrowing
that the related Notice of Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss, cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund the Advance to be
made by such Lender as part of such Borrowing when such Advance, as a result of
such failure, is not made on such date.

            (e) Unless the Administrative Agent shall have received notice from
a Lender prior to (x) the date of any Borrowing consisting of Eurodollar Rate
Advances or (y) 12:00 Noon (New York City time) on the date of any Borrowing
consisting of Base Rate Advances that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay or pay to the Administrative Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under Section
2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall pay to the Administrative Agent
such corresponding amount, such amount so paid shall constitute such Lender's
Advance as part of such Borrowing for all purposes.

            (f) The failure of any Lender to make the Advance to be made by it
as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Advance on

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                                       29
<PAGE>

the date of such Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the Advance to be made by such other Lender on the
date of any Borrowing.

            SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 12:00 Noon (New York City time) on the
fifth Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to any Issuing Bank, which shall give to the
Administrative Agent and each Lender prompt notice thereof by telex, telecopier
or e-mail or by means of the Platform. Each such notice of issuance of a Letter
of Credit (a "NOTICE OF ISSUANCE") shall be by telephone, confirmed immediately
in writing, telex, telecopier or e-mail, in each case specifying therein the
requested (i) date of such issuance (which shall be a Business Day), (ii)
Available Amount of such Letter of Credit, (iii) expiration date of such Letter
of Credit, (iv) name and address of the beneficiary of such Letter of Credit and
(v) form of such Letter of Credit, and shall be accompanied by such application
and agreement for letter of credit as such Issuing Bank may specify to the
Borrower for use in connection with such requested Letter of Credit (a "LETTER
OF CREDIT AGREEMENT"). If (y) the requested form of such Letter of Credit is
acceptable to such Issuing Bank in its sole discretion and (z) it has not
received notice of objection to such issuance from the Required Lenders, such
Issuing Bank will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to the Borrower at its office
referred to in Section 9.02 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

            (b) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to
each Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit issued by such Issuing Bank
during the preceding month and drawings during such month under all Letters of
Credit issued by such Issuing Bank and (ii) to the Administrative Agent and each
Lender on the first Business Day of each calendar quarter a written report
setting forth the average daily aggregate Available Amount during the preceding
calendar quarter of all Letters of Credit issued by such Issuing Bank.

            (c) Letter of Credit Participations; Drawing and Reimbursement. (i)
Immediately upon the issuance by the Issuing Bank of any Letter of Credit, the
Issuing Bank shall be deemed to have sold and transferred to each Lender, and
each Lender (in its capacity under this Section 2.03(c), a "PARTICIPANT") shall
be deemed irrevocably and unconditionally to have purchased and received from
the Issuing Bank, without recourse or warranty, an undivided interest and
participation in such Letter of Credit, to the extent of such Participant's Pro
Rata Share of the Available Amount of such Letter of Credit, each drawing or
payment made thereunder and the obligations of the Borrower under this Agreement
with respect thereto, and any security therefor or guaranty pertaining thereto.
Upon any change in the Revolving Credit Commitments or the Lenders' respective
Pro Rata Shares pursuant to Section 9.07, it is hereby agreed that, with respect
to all outstanding Letters of Credit and unpaid drawings relating thereto, there
shall be an automatic adjustment to the participations pursuant to this Section
2.03(c) to reflect the new Pro Rata Shares of the assignor and assignee Lenders,
as the case may be.

            (ii) In determining whether to pay under any Letter of Credit, the
Issuing Bank shall not have any obligation with respect to the other Revolving
Credit Lenders other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by the Issuing Bank under or in
connection with any Letter of Credit issued by it shall not create for the
Issuing Bank any resulting liability to the Borrower, any other Loan Party, any
Revolving Credit Lender or any other Person unless such action is taken or
omitted to be taken

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                                       30
<PAGE>

with gross negligence or willful misconduct on the part of the Issuing Bank (as
determined by a court of competent jurisdiction in a final non-appealable
judgment)

            (iii) The payment by any Issuing Bank of a draft drawn under any
Letter of Credit shall constitute for all purposes of this Agreement the making
by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate
Advance, in the amount of such draft. In the event that the Issuing Bank makes
any payment under any Letter of Credit issued by it and the Borrower shall not
have reimbursed such amount in full to the Issuing Bank pursuant to Section
2.04(b), the Issuing Bank shall promptly notify the Administrative Agent, which
shall promptly notify each Participant of such failure, and each Participant
shall promptly and unconditionally pay to the Administrative Agent for the
account of the Issuing Bank the amount of such Participant's Pro Rata Share of
such unreimbursed payment in U.S. dollars and in same day funds. Upon such
notification by the Administrative Agent to any Participant required to fund a
payment under a Letter of Credit, such Participant shall make available to the
Administrative Agent for the account of the Issuing Bank its Pro Rata Share of
an outstanding Letter of Credit Advance on (i) the Business Day on which demand
therefor is made by the Issuing Bank which made such Advance, provided that
notice of such demand is given not later than 11:00 A.M. (New York City time) on
such Business Day, or (ii) the first Business Day next succeeding such demand if
notice of such demand is given after such time. If such Lender shall pay to the
Administrative Agent such amount for the account of such Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by such Issuing Bank shall be reduced by such amount on such
Business Day. If and to the extent that any Lender shall not have so made the
amount of such Letter of Credit Advance available to the Administrative Agent,
such Lender agrees to pay to the Administrative Agent forthwith on demand such
amount together with interest thereon, for each day from the date of demand by
such Issuing Bank until the date such amount is paid to the Administrative
Agent, at the Federal Funds Rate for its account or the account of such Issuing
Bank, as applicable.

            (iv) Whenever the Issuing Bank receives a payment of a reimbursement
obligation as to which it has received any payments from the Participants
pursuant to clause (iii) above, the Issuing Bank shall pay to the Administrative
Agent for the account of each such Participant that has paid its Pro Rata Share
thereof, in same day funds, an amount equal to such Participant's share (based
upon the proportionate aggregate amount originally funded by such Participant to
the aggregate amount funded by all Participants) of the principal amount of such
reimbursement obligation and interest thereon accruing after the purchase of the
respective participations.

            (d) Failure to Make Letter of Credit Advances. The failure of any
Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

            SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances.
The Borrower shall repay to the Administrative Agent for the ratable account of
the Lenders on the Termination Date the aggregate outstanding principal amount
of the Revolving Credit Advances then outstanding.

            (b) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of (i) the Swing Line Bank and (ii) each
other Lender that has made a Swing Line Advance by purchase from the Swing Line
Bank pursuant to Section 2.02(b), the outstanding principal amount of each Swing
Line Advance made by each of them on the earlier of the maturity date specified
in the applicable

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Notice of Swing Line Borrowing (which maturity shall be no later than the
seventh day after the requested date of such Swing Line Borrowing) and the
Termination Date.

            (c) Letter of Credit Advances. (i) The Borrower shall repay to the
Administrative Agent for the account of each Issuing Bank and each other Lender
that has made a Letter of Credit Advance on the same day on which such Advance
was made the outstanding principal amount of each Letter of Credit Advance made
by each of them.

            (ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit (and the obligations of each Lender to reimburse the Issuing
Bank with respect thereto) shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement, such Letter of
Credit Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances:

            (A) any lack of validity or enforceability of any Loan Document, any
      Letter of Credit Agreement, any Letter of Credit or any other agreement or
      instrument relating thereto (all of the foregoing being, collectively, the
      "L/C RELATED DOCUMENTS");

            (B) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations of the Borrower in respect of
      any L/C Related Document or any other amendment or waiver of or any
      consent to departure from all or any of the L/C Related Documents;

            (C) the existence of any claim, set-off, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of a Letter of Credit (or any Persons for which any such
      beneficiary or any such transferee may be acting), any Issuing Bank or any
      other Person, whether in connection with the transactions contemplated by
      the L/C Related Documents or any unrelated transaction;

            (D) any statement or any other document presented under a Letter of
      Credit proving to be forged, fraudulent, invalid or insufficient in any
      respect or any statement therein being untrue or inaccurate in any
      respect;

            (E) payment by any Issuing Bank under a Letter of Credit against
      presentation of a draft or certificate that does not strictly comply with
      the terms of such Letter of Credit;

            (F) any exchange, release or non-perfection of any Collateral or
      other collateral, or any release or amendment or waiver of or consent to
      departure from the Guaranties or any other guarantee, for all or any of
      the Obligations of the Borrower in respect of the L/C Related Documents;
      or

            (G) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including, without limitation, any other
      circumstance that might otherwise constitute a defense available to, or a
      discharge of, the Borrower or a guarantor.

            SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower may, upon at least three Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Swing Line Facility, the Letter of Credit Facility and the Unused
Revolving Credit Commitments; provided, however, that each partial reduction of
a Facility (i) shall be in an aggregate amount of $1,000,000 (or, in the case of
the Swing Line Facility, $250,000) or

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<PAGE>

an integral multiple of $250,000 in excess thereof and (ii) shall be made
ratably among the Lenders in accordance with their Commitments with respect to
such Facility.

            (b) Mandatory. (i) The Revolving Credit Facility shall be
automatically and permanently reduced, on a pro rata basis, on each date on
which prepayment thereof is required to be made pursuant to Section 2.06(b)(ii)
in an amount equal to the aggregate principal amount of Revolving Credit
Advances so required to be paid, provided that each such reduction of the
Revolving Credit Facility shall be made ratably among the Lenders in accordance
with their Commitments.

            (ii) The Letter of Credit Facility shall be permanently reduced from
time to time on the date of each reduction in the Revolving Credit Facility by
the amount, if any, by which the amount of the Letter of Credit Facility exceeds
the Revolving Credit Facility after giving effect to such reduction of the
Revolving Credit Facility.

            (iii) The Swing Line Facility shall be permanently reduced from time
to time on the date of each reduction in the Revolving Credit Facility by the
amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the Revolving
Credit Facility.

            SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon same
day notice in the case of Base Rate Advances and two Business Days' notice in
the case of Eurodollar Rate Advances, in each case to the Administrative Agent
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower shall, prepay the outstanding aggregate
principal amount of the Advances comprising part of the same Borrowing in whole
or ratably in part, together with accrued interest to the date of such
prepayment on the aggregate principal amount prepaid; provided, however, that
(i) each partial prepayment shall be in an aggregate principal amount of
$1,000,000 or an integral multiple of $250,000 in excess thereof or, if less,
the amount of the Advances outstanding and (ii) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day of an Interest
Period for such Advance, the Borrower shall also pay any amounts owing pursuant
to Section 9.04(c).

            (b) Mandatory. (i) The Borrower shall, on each Business Day, prepay
an aggregate principal amount of the Revolving Credit Advances comprising part
of the same Borrowings, the Swing Line Advance and the Letter of Credit Advances
and, to the extent all Advances have been prepaid, make a deposit, to the extent
necessary, in the L/C Cash Collateral Account in an amount equal to the amount
by which (A) the sum of the aggregate principal amount of (1) the Revolving
Credit Advances then outstanding, (2) the Swing Line Advances then outstanding
and (3) the Letter of Credit Advances then outstanding plus the aggregate
Available Amount of all Letters of Credit then outstanding exceeds (B) the
lesser of the Revolving Credit Facility and the Total Loan Value on such
Business Day.

            (ii) In accordance with Section 5.02(e), the Borrower shall, within
12 months following the date of receipt of any Net Asset Sales Proceeds by the
Borrower or any of its Subsidiaries, prepay an aggregate principal amount of the
Revolving Credit Advances comprising part of the same Borrowings and the Letter
of Credit Advances and deposit an amount in the L/C Cash Collateral Account in
an amount equal to the amount of such Net Asset Sales Proceeds that have not be
reinvested as permitted under Section 5.02(f), provided that any amount of Net
Asset Sales Proceeds remaining after the Facility Exposure has been reduced to
zero may be retained by the Borrower or its Subsidiaries.

            (iii) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral
Account to equal the amount by which the aggregate Available Amount of all

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                                       33
<PAGE>

Letters of Credit then outstanding exceeds the Letter of Credit Facility on such
Business Day. To the extent the funds on deposit in the L/C Cash Collateral
Account shall at any time exceed the total amount required to be deposited
therein pursuant to the terms of this Agreement, the Administrative Agent shall,
promptly upon request by the Borrower and provided that no Default or Event of
Default shall then have occurred or be continuing or would result therefrom,
return such excess amount to the Borrower.

            (iv) Prepayments of the Revolving Credit Facility made pursuant to
clauses (i), (ii) and (iii) above shall be first applied to prepay Letter of
Credit Advances then outstanding until such Advances are paid in full, second
applied to prepay Swing Line Advances then outstanding until such Advances are
paid in full, third applied to prepay Revolving Credit Advances then outstanding
comprising part of the same Borrowings until such Advances are paid in full and
fourth deposited in the L/C Cash Collateral Account to cash collateralize 100%
of the Available Amount of the Letters of Credit then outstanding. Upon the
drawing of any Letter of Credit for which funds are on deposit in the L/C Cash
Collateral Account, such funds shall be applied to reimburse the relevant
Issuing Bank or Lenders, as applicable.

            (v) All prepayments under this subsection (b) shall be made together
with accrued interest to the date of such prepayment on the principal amount
prepaid.

            SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall
pay interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in full,
at the following rates per annum:

            (i) Base Rate Advances. During such periods as such Advance is a
      Base Rate Advance, a rate per annum equal at all times to the sum of (A)
      the Base Rate in effect from time to time plus (B) the Applicable Margin
      in effect from time to time, payable in arrears quarterly on the last day
      of each December, March, June and September during such periods and on the
      date such Base Rate Advance shall be Converted or paid in full.

            (ii) Eurodollar Rate Advances. During such periods as such Advance
      is a Eurodollar Rate Advance, a rate per annum equal at all times during
      each Interest Period for such Advance to the sum of (A) the Eurodollar
      Rate for such Interest Period for such Advance plus (B) the Applicable
      Margin in effect on the first day of such Interest Period, payable in
      arrears on the last day of such Interest Period and, if such Interest
      Period has a duration of more than three months, on each day that occurs
      during such Interest Period every three months from the first day of such
      Interest Period and on the date such Eurodollar Rate Advance shall be
      Converted or paid in full.

            (b) Default Interest. Upon the occurrence and during the continuance
of any Event of Default, the Borrower shall pay interest on (i) the unpaid
principal amount of each Advance owing to each Lender, payable in arrears on the
dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a rate per
annum equal at all times to 2% per annum above the rate per annum required to be
paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the
fullest extent permitted by law, the amount of any interest, fee or other amount
payable under the Loan Documents that is not paid when due, from the date such
amount shall be due until such amount shall be paid in full, payable in arrears
on the date such amount shall be paid in full and on demand, at a rate per annum
equal at all times to 2% per annum above the rate per annum required to be paid,
in the case of interest, on the Type of Advance on which such interest has
accrued pursuant to clause (a)(i) or (a)(ii) above and, in all other cases, on
Base Rate Advances pursuant to clause (a)(i) above.

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                                       34
<PAGE>

            (c) Notice of Interest Period and Interest Rate. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Lender of the
applicable Interest Period and the applicable interest rate determined by the
Administrative Agent for purposes of clause (a)(i) or (a)(ii) above, and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under clause (a)(ii) above.

            (d) Interest Rate Determination. (i) Each Reference Bank agrees to
furnish to the Administrative Agent timely information for the purpose of
determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such interest rate, the Administrative Agent shall
determine such interest rate on the basis of timely information furnished by the
remaining Reference Banks.

            (ii) If Telerate Page 3750 (or a successor page) is unavailable and
fewer than two Reference Banks are able to furnish timely information to the
Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate
Advances,

            (A) the Administrative Agent shall forthwith notify the Borrower and
      the Lenders that the interest rate cannot be determined for such
      Eurodollar Rate Advances,

            (B) each such Advance will automatically, on the last day of the
      then existing Interest Period therefor, Convert into a Base Rate Advance
      (or if such Advance is then a Base Rate Advance, will continue as a Base
      Rate Advance), and

            (C) the obligation of the Lenders to make, or to Convert Advances
      into, Eurodollar Rate Advances shall be suspended until the Administrative
      Agent shall notify the Borrower and the Lenders that the circumstances
      causing such suspension no longer exist.

            SECTION 2.08. Fees. (a) Unused Fee. The Borrower shall pay to the
Administrative Agent for the account of the Lenders an unused commitment fee
(the "UNUSED FEE"), from the date hereof in the case of each Initial Lender and
from the effective date specified in the Assignment and Acceptance, pursuant to
which it became a Lender in the case of each other Lender until the Termination
Date, payable in arrears quarterly on the last day of each December, March, June
and September, commencing December 31, 2004, and on the Termination Date. The
Unused Fee payable for the account of each Lender shall be calculated for each
period for which the Unused Fee is payable on the average daily Unused Revolving
Credit Commitment of such Lender during such period at the rate of 0.50% per
annum.

            (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the
Administrative Agent for the account of each Lender a commission, payable in
arrears, (a) quarterly on the last day of each December, March, June and
September, commencing December 31, 2004, and (b) on the earliest to occur of the
full drawing, expiration, termination or cancellation of any Letter of Credit,
and (c) on the Termination Date, on such Lender's Pro Rata Share of the average
daily aggregate Available Amount during such quarter of all Letters of Credit
outstanding from time to time for the applicable period at the rate per annum
equal to the Applicable Margin for Eurodollar Rate Advances in effect from time
to time.

            (ii) The Borrower shall pay to each Issuing Bank, for its own
account, (A) a fronting fee for each Letter of Credit issued by such Issuing
Bank in an amount equal to 0.125% of the Available Amount of such Letter of
Credit on the date of issuance of such Letter of Credit, payable on such date
and

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                                       35
<PAGE>

(B) such other commissions, issuance fees, transfer fees and other fees and
charges in connection with the issuance or administration of each Letter of
Credit as the Borrower and such Issuing Bank shall agree.

            (c) Agents' Fees. The Borrower shall pay to each Agent for its own
account the fees, in the amounts and on the dates, set forth in the Fee Letter
and such other fees as may from time to time be agreed between the Borrower and
such Agent.

            SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may
on any Business Day, upon notice given to the Administrative Agent not later
than 12:00 Noon (New York City time) on the third Business Day prior to the date
of the proposed Conversion and subject to the provisions of Sections 2.07 and
2.10, Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
only on the last day of an Interest Period for such Eurodollar Rate Advances,
any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in
an amount not less than the minimum amount specified in Section 2.02(c), no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(c) and each Conversion of Advances comprising part
of the same Borrowing under any Facility shall be made ratably among the Lenders
in accordance with their Commitments under such Facility. Each such notice of
Conversion shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the Advances to be Converted and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

            (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $1,000,000, such
Advances shall automatically Convert into Base Rate Advances.

            (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

            (iii) Upon the occurrence and during the continuance of any Event of
Default, (y) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(z) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

            SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding, for purposes of this Section 2.10, any such increased costs
resulting from (y) Taxes or Other Taxes (as to which Section 2.12 shall govern)
and (z) changes in the basis of taxation of overall net income or overall gross
income by the United States or by the foreign jurisdiction or state under the
laws of which such Lender Party is organized or has its Applicable Lending
Office or any political subdivision thereof), then the Borrower shall from time
to time, upon demand by such Lender Party (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender Party additional amounts sufficient to compensate such Lender Party for
such increased

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<PAGE>

cost; provided, however, that a Lender Party claiming additional amounts under
this Section 2.10(a) agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party. A certificate as to the amount
of such increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

            (b) If any Lender Party determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party or such corporation (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender Party, from time to time as
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party in the light of such circumstances, to the extent that such Lender
Party reasonably determines such increase in capital to be allocable to the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder or to the issuance or maintenance of or
participation in any Letters of Credit. A certificate as to such amounts
submitted to the Borrower by such Lender Party shall be conclusive and binding
for all purposes, absent manifest error.

            (c) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make,
or to Convert Advances into, Eurodollar Rate Advances shall be suspended until
the Administrative Agent shall notify the Borrower that such Lenders have
determined that the circumstances causing such suspension no longer exist.

            (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.

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                                       37
<PAGE>

            SECTION 2.11. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under the Notes, irrespective of any right of
counterclaim or set-off (except as otherwise provided in Section 2.13), not
later than 12:00 Noon (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent's Account in same day
funds, with payments being received by the Administrative Agent after such time
being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by the Borrower is in respect of principal, interest,
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by the Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

            (b) The Borrower hereby authorizes each Lender Party and each of its
Affiliates, if and to the extent payment owed to such Lender Party is not made
when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time to time, to the fullest extent permitted by law,
against any or all of the Borrower's accounts with such Lender Party any amount
so due.

            (c) All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate and of fees and Letter of Credit commissions shall be
made by the Administrative Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest, fees or commissions
are payable. Each determination by the Administrative Agent of an interest rate,
fee or commission hereunder shall be conclusive and binding for all purposes,
absent manifest error.

            (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or commitment fee, as
the case may be; provided, however, that if such extension would cause payment
of interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

            (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender Party
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount equal to the amount then due such Lender Party. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.

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<PAGE>

            (f) Whenever any payment received by the Administrative Agent under
this Agreement or any of the other Loan Documents is insufficient to pay in full
all amounts due and payable to the Agents and the Lender Parties under or in
respect of this Agreement and the other Loan Documents on any date, such payment
shall be distributed by the Administrative Agent and applied by the Agents and
the Lender Parties in the following order of priority:

            (i) first, to the payment of all of the fees, indemnification
      payments, costs and expenses that are due and payable to the Agents
      (solely in their respective capacities as Agents) under or in respect of
      this Agreement and the other Loan Documents on such date, ratably based
      upon the respective aggregate amounts of all such fees, indemnification
      payments, costs and expenses owing to the Agents on such date;

            (ii) second, to the payment of all of the fees, indemnification
      payments, costs and expenses that are due and payable to the Issuing Banks
      (solely in their respective capacities as such) under or in respect of
      this Agreement and the other Loan Documents on such date, ratably based
      upon the respective aggregate amounts of all such fees, indemnification
      payments, costs and expenses owing to the Issuing Banks on such date;

            (iii) third, to the payment of all of the indemnification payments,
      costs and expenses that are due and payable to the Lenders under Section
      9.04, Section 21 of the Security Agreement and any similar section of any
      of the other Loan Documents on such date, ratably based upon the
      respective aggregate amounts of all such indemnification payments, costs
      and expenses owing to the Lenders on such date;

            (iv) fourth, to the payment of all of the amounts that are due and
      payable to the Administrative Agent and the Lender Parties under Sections
      2.10 and 2.12 on such date, ratably based upon the respective aggregate
      amounts thereof owing to the Administrative Agent and the Lender Parties
      on such date;

            (v) fifth, to the payment of all of the fees that are due and
      payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date,
      ratably based upon the respective aggregate Commitments of the Lenders
      under the Facilities on such date;

            (vi) sixth, to the payment of all of the accrued and unpaid interest
      on the Obligations of the Borrower under or in respect of the Loan
      Documents that is due and payable to the Administrative Agent and the
      Lender Parties under Section 2.07(b) on such date, ratably based upon the
      respective aggregate amounts of all such interest owing to the
      Administrative Agent and the Lender Parties on such date;

            (vii) seventh, to the payment of all of the accrued and unpaid
      interest on the Advances that is due and payable to the Administrative
      Agent and the Lender Parties under Section 2.07(a) on such date, ratably
      based upon the respective aggregate amounts of all such interest owing to
      the Administrative Agent and the Lender Parties on such date;

            (viii) eighth, to the payment of the principal amount of all of the
      outstanding Advances and any reimbursement obligations that are due and
      payable to the Administrative Agent and the Lender Parties on such date,
      ratably based upon the respective aggregate amounts of all such principal
      and reimbursement obligations owing to the Administrative Agent and the
      Lender Parties on such date, and to deposit into the L/C Cash Collateral
      Account any contingent reimbursement obligations in respect of outstanding
      Letters of Credit to the extent required by Section 6.02; and

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            (ix) ninth, to the payment of all other Obligations of the Loan
      Parties owing under or in respect of the Loan Documents that are due and
      payable to the Administrative Agent and the other Secured Parties on such
      date, ratably based upon the respective aggregate amounts of all such
      Obligations owing to the Administrative Agent and the other Secured
      Parties on such date.

            SECTION 2.12. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender Party and the
Administrative Agent, taxes that are imposed on its overall net income by the
United States and taxes that are imposed on its overall net income (and
franchise or other similar taxes imposed in lieu thereof) by the state or
foreign jurisdiction under the laws of which such Lender Party or the
Administrative Agent, as the case may be, is organized or any political
subdivision thereof and, in the case of each Lender Party, taxes that are
imposed on its overall net income (and franchise or other similar taxes imposed
in lieu thereof) by the state or foreign jurisdiction of such Lender Party's
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "TAXES"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender Party or the Administrative Agent, and unless such
requirement arises from the failure of a Lender to furnish the documentation
described in Section 2.12(e), (i) the sum payable by the Borrower shall be
increased as may be necessary so that after the Borrower and the Administrative
Agent have made all required deductions (including deductions applicable to
additional sums payable under this Section 2.12) such Lender Party or the
Administrative Agent, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make all such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.

            (b) In addition, the Borrower shall pay any present or future stamp,
documentary, excise, property, intangible, mortgage recording or similar taxes,
charges or levies that arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, performance under, or
otherwise with respect to, this Agreement, or any other Loan Document
(hereinafter referred to as "OTHER TAXES").

            (c) The Borrower shall indemnify each Lender Party and the
Administrative Agent for and hold them harmless against the full amount of Taxes
and Other Taxes, and for the full amount of taxes of any kind imposed by any
jurisdiction on amounts payable under this Section 2.12, imposed on or paid by
such Lender Party or the Administrative Agent (as the case may be) and any
liability (including penalties, additions to tax, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be made within 30
days from the date such Lender Party or the Administrative Agent (as the case
may be) makes written demand therefor.

            (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing such
payment or, if such receipts are not obtainable, other evidence of such payments
by the Borrower reasonably satisfactory to the Administrative Agent. In the case
of any payment hereunder or under the Notes by or on behalf of the Borrower
through an account or branch outside the United States or by or on behalf of the
Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Administrative Agent, at
such address, an opinion of counsel acceptable to the Administrative Agent
stating that such payment is exempt from Taxes. For purposes of

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<PAGE>

subsections (d) and (e) of this Section 2.12, the terms "UNITED STATES" and
"UNITED STATES PERSON" shall have the meanings specified in Section 7701 of the
Internal Revenue Code.

            (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender Party, and on the
date of the Assignment and Acceptance pursuant to which it becomes a Lender
Party in the case of each other Lender Party, and from time to time thereafter
as requested in writing by the Borrower (but only so long thereafter as such
Lender Party remains lawfully able to do so), provide each of the Administrative
Agent and the Borrower with two original Internal Revenue Service forms W8-ECI
or W8-BEN, as appropriate, or any successor or other form prescribed by the
Internal Revenue Service, certifying that such Lender Party is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement or the Notes. If the forms provided by a Lender Party at the
time such Lender Party first becomes a party to this Agreement indicate a United
States interest withholding tax rate in excess of zero, withholding tax at such
rate shall be considered excluded from Taxes unless and until such Lender Party
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such forms; provided, however, that if, at the effective
date of the Assignment and Acceptance pursuant to which a Lender Party becomes a
party to this Agreement, the Lender Party assignor was entitled to payments
under subsection (a) of this Section 2.12 in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender Party
assignee on such date. If any form or document referred to in this subsection
(e) requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service form W8-ECI or W8-BEN, that the applicable Lender Party
reasonably considers to be confidential, such Lender Party shall give notice
thereof to the Borrower and shall not be obligated to include in such form or
document such confidential information. Upon the request of the Borrower, any
Lender that is a United States person and is not an exempt recipient for U.S.
backup withholding purposes shall deliver to the Borrower two copies of Internal
Revenue Service form W-9 (or any successor form).

            (f) For any period with respect to which a Lender Party has failed
to provide the Borrower with the appropriate form described in subsection (e)
above (other than if such failure is due to a change in law occurring after the
date on which a form originally was required to be provided or if such form
otherwise is not required under subsection (e) above), such Lender Party shall
not be entitled to indemnification under subsection (a) or (c) of this Section
2.12 with respect to Taxes imposed by the United States by reason of such
failure; provided, however, that should a Lender Party become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as such Lender Party shall reasonably request to assist such
Lender Party to recover such Taxes.

            (g) Any Lender Party claiming any additional amounts payable
pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender Party, be otherwise disadvantageous to such Lender Party.

            (h) If any Lender Party or the Administrative Agent receives a
refund of Taxes or Other Taxes paid by the Borrower or for which the Borrower
has indemnified any Lender Party or the Administrative Agent, as the case may
be, pursuant to this Section 2.12, then such Lender

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<PAGE>

Party or the Administrative Agent, as applicable, shall pay such amount, net of
any expenses incurred by such Lender Party or the Administrative Agent, to the
Borrower within 30 days of the receipt of such Taxes or Other Taxes.
Notwithstanding the foregoing, (i) the Borrower shall not be entitled to review
the tax records or financial information of any Lender Party or the
Administrative Agent and (ii) neither the Administrative Agent nor any Lender
Party shall have any obligation to pursue (and no Loan Party shall have any
right to assert) any refund of Taxes or Other Taxes that may be paid by the
Borrower.

            SECTION 2.13. Sharing of Payments, Etc. If any Lender Party shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 9.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each other Lender Party shall be rescinded and such other Lender
Party shall repay to the purchasing Lender Party the purchase price to the
extent of such Lender Party's ratable share (according to the proportion of (i)
the purchase price paid to such Lender Party to (ii) the aggregate purchase
price paid to all Lender Parties) of such recovery together with an amount equal
to such Lender Party's ratable share (according to the proportion of (i) the
amount of such other Lender Party's required repayment to (ii) the total amount
so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so
recovered. The Borrower agrees that any Lender Party so purchasing an interest
or participating interest from another Lender Party pursuant to this Section
2.13 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such interest or
participating interest, as the case may be, as fully as if such Lender Party
were the direct creditor of the Borrower in the amount of such interest or
participating interest, as the case may be.

            SECTION 2.14. Use of Proceeds. The proceeds of the Advances and
issuances of Letters of Credit shall be available (and the Borrower agrees that
it shall use such proceeds and Letters of Credit) solely for (i) general
corporate purposes of the Borrower and its Subsidiaries, (ii) the development of
new, and the renovation and expansion of existing, resorts that feature indoor
water parks, other family oriented facilities, and convention centers and the
acquisition of such other assets and the making of such other Investments as are
permitted by this Agreement; (iii) the acquisition of land and/or hotels and
resorts for the sole purpose of converting such properties into resorts that
feature indoor water parks, other family oriented facilities, and convention
centers; (iv) the development of condominium and/or timeshare units at existing
or newly developed resorts; (v) the repayment in full (or refinancing) of
existing mortgage loans affecting Borrowing Base Assets, and (vi) to pay fees
and expenses related to the Facilities and the other transactions contemplated
by the Loan Documents.

            SECTION 2.15. Evidence of Debt. (a) Each Lender Party shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender

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<PAGE>

Party resulting from each Advance owing to such Lender Party from time to time,
including the amounts of principal and interest payable and paid to such Lender
Party from time to time hereunder. The Borrower agrees that upon notice by any
Lender Party to the Borrower (with a copy of such notice to the Administrative
Agent) to the effect that a promissory note or other evidence of indebtedness is
required or appropriate in order for such Lender Party to evidence (whether for
purposes of pledge, enforcement or otherwise) the Advances owing to, or to be
made by, such Lender Party, the Borrower shall promptly execute and deliver to
such Lender Party, with a copy to the Administrative Agent, a Note, in
substantially the form of Exhibit A hereto, payable to the order of such Lender
Party in a principal amount equal to the Revolving Credit Commitment of such
Lender Party. All references to Notes in the Loan Documents shall mean Notes, if
any, to the extent issued hereunder.

            (b) The Register maintained by the Administrative Agent pursuant to
Section 9.07(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of Advances
comprising such Borrowing and, if appropriate, the Interest Period applicable
thereto, (ii) the terms of each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender Party hereunder, and
(iv) the amount of any sum received by the Administrative Agent from the
Borrower hereunder and each Lender Party's share thereof.

            (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; provided, however, that the failure of
the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrower under this
Agreement.

                                  ARTICLE III
            CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

            SECTION 3.01. Conditions Precedent to Initial Extension of Credit.
The obligation of each Lender to make an Advance or of any Issuing Bank to issue
a Letter of Credit on the occasion of the Initial Extension of Credit hereunder
is subject to the satisfaction of the following conditions precedent before or
concurrently with the Initial Extension of Credit:

            (a) The Administrative Agent shall have received on or before the
      day of the Initial Extension of Credit the following, each dated such day
      (unless otherwise specified), in form and substance satisfactory to the
      Administrative Agent (unless otherwise specified) and (except for the
      Notes) in sufficient copies for each Lender Party:

            (i) A Note payable to the order of each Lender.

            (ii) A security agreement in substantially the form of Exhibit F
         hereto (together with each other security agreement and security
         agreement supplement delivered pursuant to Section 5.01(j), in each
         case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan
         Party that owns Borrowing Base Assets, together with:

                        (A) acknowledgment copies of proper financing
                  statements, duly filed on or before the day of the Initial
                  Extension of Credit under the Uniform

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<PAGE>

                  Commercial Code of all jurisdictions that the Collateral Agent
                  may deem necessary or desirable in order to perfect and
                  protect the first priority liens and security interests
                  created under the Collateral Documents, covering the
                  Collateral described therein,

                        (B) completed requests for information, dated on or
                  before the date of the Initial Extension of Credit, listing
                  all effective financing statements filed in the jurisdictions
                  referred to in clause (A) above and in such other
                  jurisdictions specified by the Administrative Agent that name
                  any Loan Party as debtor, together with copies of such other
                  financing statements,

                        (C) evidence of the completion of all other recordings
                  and filings of or with respect to the Security Agreement that
                  the Collateral Agent may deem necessary or desirable in order
                  to perfect and protect the Liens created thereby,

                        (D) evidence of the insurance required by the terms of
                  the Security Agreement,

                        (E) copies of the Assigned Agreements referred to in the
                  Security Agreement (which shall include, without limitation,
                  the Management Agreement with respect to each Borrowing Base
                  Asset), together with a consent to such assignment, in
                  substantially the form of Exhibit C to the Security Agreement,
                  duly executed by each party to such Assigned Agreements other
                  than the Loan Parties;

                        (F) certified copies of each management agreement and
                  all amendments thereto, entered into on or before the Closing
                  Date with respect to each Borrowing Base Asset,

                        (G) a subordination agreement, in form and substance
                  satisfactory to the Collateral Agent, executed and delivered
                  by the manager of each Borrowing Base Asset,

                        (H) a licensor's consent and subordination of license
                  agreement with respect to each Borrowing Base Asset, in form
                  and substance satisfactory to the Administrative Agent,
                  executed and delivered by each of the parties thereto,

                        (I) a recognition agreement with respect to each
                  Borrowing Base Asset, in form and substance satisfactory to
                  the Administrative Agent, executed and delivered by each of
                  the parties thereto, and

                        (J) evidence that all other action that the Collateral
                  Agent may deem necessary or desirable in order to perfect and
                  protect the first priority liens and security interests
                  created under the Security Agreement has been taken
                  (including, without limitation, receipt of duly executed
                  payoff letters, UCC termination statements and landlords' and
                  bailees' waiver and consent agreements).

            (iii) Deeds of trust, trust deeds and mortgages in substantially the
         form of Exhibit G hereto (together with each other deed of trust, trust
         deed and mortgage delivered pursuant to Section 5.01(j), in each case
         as amended, the "MORTGAGES") and assignments of leases and

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                                       44
<PAGE>

         rents in substantially the form of Exhibit H hereto (together with each
         other assignment of leases and rents delivered pursuant to Section
         5.01(j), in each case as amended, the "ASSIGNMENTS OF LEASES") (in each
         case with such changes as may be required to account for local law
         matters and otherwise satisfactory in form and substance to the
         Collateral Agent) covering all Borrowing Base Assets, duly executed by
         the appropriate Loan Party, together with:

                        (A) evidence that counterparts of the Mortgages and
                  Assignments of Leases have been duly executed, acknowledged
                  and delivered on or before the day of the Initial Extension of
                  Credit and are in form suitable for filing or recording in all
                  filing or recording offices that the Collateral Agent may deem
                  necessary or desirable in order to create a valid first and
                  subsisting Lien on the collateral described therein in favor
                  of the Collateral Agent for the benefit of the Secured Parties
                  and that all required affidavits, tax forms and filings
                  pertaining to any applicable documentary stamp, intangible and
                  mortgage recordation taxes have been executed and delivered by
                  all appropriate parties and are in form suitable for filing
                  with all applicable governmental authorities,

                        (B) fully paid American Land Title Association Lender's
                  Extended Coverage title insurance policies (the "MORTGAGE
                  POLICIES") in form and substance, with endorsements (including
                  zoning endorsements where available) and in amount acceptable
                  to the Collateral Agent, issued, coinsured and reinsured by
                  title insurers acceptable to the Collateral Agent, insuring
                  the Mortgages to be valid first and subsisting Liens on the
                  property described therein, free and clear of all defects
                  (including, but not limited to, mechanics' and materialmen's
                  Liens) and encumbrances, excepting only Permitted
                  Encumbrances, and providing for such other affirmative
                  insurance (including endorsements for future advances under
                  the Loan Documents and for mechanics' and materialmen's Liens)
                  and such coinsurance and direct access reinsurance as the
                  Collateral Agent may deem necessary or desirable, and with
                  respect to any such property located in a State in which a
                  zoning endorsement is not available, a zoning compliance
                  letter from the applicable municipality in a form reasonably
                  acceptable to the Collateral Agent,

                        (C) American Land Title Association/American Congress on
                  Surveying and Mapping form surveys for which all necessary
                  fees have been paid, dated no more than 30 days before the
                  date of their delivery to the Collateral Agent, certified to
                  the Collateral Agent and the issuer of the Mortgage Policies
                  in a manner satisfactory to the Collateral Agent by a land
                  surveyor duly registered and licensed in the States in which
                  the property described in such surveys is located and
                  acceptable to the Collateral Agent, showing all buildings and
                  other improvements, any off-site improvements, the location of
                  any easements, parking spaces, rights of way, building
                  set-back lines and other dimensional regulations and the
                  absence of encroachments, either by such improvements or on to
                  such property, and other defects, other than encroachments and
                  other defects acceptable to the Collateral Agent,

                        (D) engineering, soils, environmental and other similar
                  reports as to the properties described in the Mortgages, in
                  form and substance and from professional firms acceptable to
                  the Collateral Agent,

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<PAGE>

                        (E) estoppel and consent agreements, in form and
                  substance satisfactory to the Administrative Agent, executed
                  by each of the lessors of any leased Borrowing Base Assets
                  listed on Schedule 4.01(r) hereto, along with (1) a memorandum
                  of lease in recordable form with respect to such leasehold
                  interest, executed and acknowledged by the owner of the
                  affected Borrowing Base Asset, as lessor, or (2) evidence that
                  the applicable lease with respect to such leasehold interest
                  or memorandum thereof has been recorded in all places
                  necessary or desirable, in the Administrative Agent's
                  reasonable judgment, to give constructive notice to
                  third-party purchasers of such leasehold interest or (3) if
                  such leasehold interest was acquired or subleased from the
                  holder of a recorded leasehold interest, the applicable
                  assignment or sublease document, executed and acknowledged by
                  such holder, in each case in form sufficient to give such
                  constructive notice upon recordation and otherwise in form
                  satisfactory to the Administrative Agent,

                        (F) evidence of the insurance required by the terms of
                  the Mortgages,

                        (G) an Appraisal of each Borrowing Base Asset described
                  in the Mortgages, and

                        (H) such other consents, agreements, Affiliate lease
                  subordination agreements and confirmations of lessors and
                  third parties as the Administrative Agent may reasonably deem
                  necessary or desirable and evidence that all other action that
                  the Collateral Agent may deem necessary or desirable in order
                  to create valid first and subsisting Liens on the property
                  described in the Mortgages has been taken.

            (iv) Certified copies of the resolutions of the Board of Directors
         of the Parent Guarantor on its behalf and on behalf of each Loan Party
         for which it is the ultimate signatory approving the transactions
         contemplated by the Loan Documents and each Loan Document to which it
         or such Loan Party is or is to be a party, and of all documents
         evidencing other necessary corporate action and governmental and other
         third party approvals and consents, if any, with respect to the
         transactions under the Loan Documents and each Loan Document to which
         it or such Loan Party is or is to be a party.

            (v) A copy of a certificate of the Secretary of State (or equivalent
         authority) of the jurisdiction of incorporation, organization or
         formation of each Loan Party and of each general partner or managing
         member (if any) of each Loan Party, dated reasonably near the Closing
         Date, certifying, if and to the extent such certification is generally
         available for entities of the type of such Loan Party and to the extent
         and in the form such certificates are customarily issued, (A) as to a
         true and correct copy of the charter, certificate of limited
         partnership, limited liability company agreement or other
         organizational document of such Loan Party, general partner or managing
         member, as the case may be, and each amendment thereto on file in such
         Secretary's office and (B) that (1) such amendments are the only
         amendments to the charter, certificate of limited partnership, limited
         liability company agreement or other organizational document, as
         applicable, of such Loan Party, general partner or managing member, as
         the case may be, on file in such Secretary's office and (2) such Loan
         Party, general partner or managing member, as the case may be, has paid
         all franchise taxes to the date of such certificate and (C) such Loan
         Party, general partner or managing member, as the case may be, is duly
         incorporated, organized or formed and in good standing or presently
         subsisting under the laws of the jurisdiction of its incorporation,
         organization or formation.

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<PAGE>

            (vi) A copy of a certificate of the Secretary of State (or
         equivalent authority) of each jurisdiction in which any Loan Party or
         any general partner or managing member of a Loan Party owns or leases
         property or in which the conduct of its business requires it to qualify
         or be licensed as a foreign corporation except where the failure to so
         qualify or be licensed would not be reasonably likely to have a
         Material Adverse Effect, dated reasonably near (but prior to) the
         Closing Date, stating, with respect to each such Loan Party, general
         partner or managing member, that such Loan Party, general partner or
         managing member, as the case may be, is duly qualified and in good
         standing as a foreign corporation, limited partnership or limited
         liability company in such State and has filed all annual reports
         required to be filed to the date of such certificate.

            (vii) A certificate of each Loan Party and of each general partner
         or managing member (if any) of each Loan Party, signed on behalf of
         such Loan Party, general partner or managing member, as applicable, by
         its President or Chief Financial Officer or a Vice President and its
         Secretary or any Assistant Secretary (or those of its general partner
         or managing member, if applicable), dated the Closing Date (the
         statements made in which certificate shall be true on and as of the
         date of the Initial Extension of Credit), certifying as to (A) the
         absence of any amendments to the constitutive documents of such Loan
         Party, general partner or managing member, as applicable, since the
         date of the certificate referred to in Section 3.01(a)(v), (B) a true
         and correct copy of the bylaws, operating agreement, partnership
         agreement or other governing document of such Loan Party, general
         partner or managing member, as applicable, as in effect on the date on
         which the resolutions referred to in Section 3.01(a)(iv) were adopted
         and on the date of the Initial Extension of Credit, (C) the due
         incorporation, organization or formation and good standing or valid
         existence of such Loan Party, general partner or managing member, as
         applicable, as a corporation, limited liability company or partnership
         organized under the laws of the jurisdiction of its incorporation,
         organization or formation and the absence of any proceeding for the
         dissolution or liquidation of such Loan Party, general partner or
         managing member, as applicable, (D) the truth of the representations
         and warranties contained in the Loan Documents as though made on and as
         of the date of the Initial Extension of Credit and (E) the absence of
         any event occurring and continuing, or resulting from the Initial
         Extension of Credit, that constitutes a Default.

            (viii) A certificate of the Secretary or an Assistant Secretary of
         each Loan Party (or Responsible Officer of the general partner or
         managing member of any Loan Party) or a Responsible Officer of the
         Parent Guarantor and of each general partner or managing member (if
         any) of each Loan Party certifying the names and true signatures of the
         officers of such Loan Party, or of the general partner or managing
         member of such Loan Party, authorized to sign each Loan Document to
         which it is or is to be a party and the other documents to be delivered
         hereunder and thereunder.

            (ix) Such financial, business and other information regarding
         each Loan Party and its Subsidiaries and the Predecessors as the Lender
         Parties shall have requested, including, without limitation, to the
         extent applicable, information as to possible contingent liabilities,
         tax matters, environmental matters, obligations under Plans,
         Multiemployer Plans and Welfare Plans, collective bargaining agreements
         and other arrangements with employees, audited annual financial
         statements for the year ending December 31, 2003 of the Predecessors,
         interim financial statements dated the end of the most recent fiscal
         quarter for which financial statements are available (or, in the event
         the Lender Parties' due diligence review reveals material changes since
         such financial statements, as of a later date within 45 days of the day
         of the Initial Extension of Credit).

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<PAGE>

            (x) An opinion of DeCampo, Diamond & Ash, counsel for the Loan
         Parties, with respect to the matters (and in substantially the form)
         set forth in Exhibit E-1 hereto and as to such other matters as any
         Lender Party through the Administrative Agent may reasonably request.

            (xi) An opinion of King & Spaulding LLP, counsel for the Loan
         Parties, with respect to the matters (and in substantially the form)
         set forth in Exhibit E-2 hereto and as to such other matters as any
         Lender Party through the Administrative Agent may reasonably request.

            (xii) Opinions of local counsel for the Loan Parties in the states
         in which the Borrowing Base Assets are located, in substantially the
         form of Exhibit E-3 hereto and as to such other matters as any Lender
         Party through the Administrative Agent may reasonably request.

            (xiii) An opinion of Shearman & Sterling LLP, counsel for the
         Administrative Agent, in form and substance satisfactory to the
         Administrative Agent.

            (xiv) A Notice of Borrowing or Notice of Issuance, as applicable,
         and a Borrowing Base Certificate relating to the Initial Extension of
         Credit.

            (b) The Lender Parties shall be satisfied with the corporate and
      legal structure and capitalization of each Loan Party and its
      Subsidiaries, including the terms and conditions of the charter and
      bylaws, operating agreement, partnership agreement or other governing
      document of each of them.

            (c) The Lender Parties shall have received evidence reasonably
      satisfactory to the Administrative Agent that all Existing Debt, other
      than Surviving Debt, has been prepaid, redeemed or defeased in full or
      otherwise satisfied and extinguished.

            (d) (i) The Formation Transactions and the IPO shall have been,
      substantially concurrently with the execution of this Agreement,
      consummated in accordance with the Registration Statement, (ii) the Parent
      Guarantor shall have received gross cash proceeds from the IPO in an
      amount not less than $196,000,000, and (iii) the common shares of the
      Parent Guarantor shall have been listed on the New York Stock Exchange.

            (e) Before and after giving effect to the transactions contemplated
      by the Loan Documents, there shall have occurred no material adverse
      change in the business, condition (financial or otherwise) results of
      operations or prospects of the Loan Parties or the Predecessors since
      December 31, 2003.

            (f) There shall exist no action, suit, investigation, litigation or
      proceeding affecting any Loan Party or any of its Subsidiaries pending or
      threatened before any court, governmental agency or arbitrator that (i)
      would be reasonably likely to have a Material Adverse Effect other than
      the matters described on Schedule 4.01(f) hereto (the "DISCLOSED
      LITIGATION") or (ii) purports to affect the legality, validity or
      enforceability of any Loan Document or the consummation of the
      transactions contemplated thereby, and there shall have been no material
      adverse change in the status, or financial effect on any Loan Party or any
      of its Subsidiaries, of the Disclosed Litigation from that described on
      Schedule 4.01(f) hereto.

            (g) All governmental and third party consents and approvals
      necessary in connection with the transactions contemplated by the Loan
      Documents shall have been obtained (without the

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      imposition of any conditions that are not acceptable to the Lender
      Parties) and shall remain in effect, and no law or regulation shall be
      applicable in the reasonable judgment of the Lender Parties that
      restrains, prevents or imposes materially adverse conditions upon the
      transactions contemplated by the Loan Documents.

            (h) The Borrower shall have entered into the Hedge Agreements
      required under Section 5.01(n) to the extent any are required by such
      Section.

            (i) The Borrower shall have paid all accrued fees of the
      Administrative Agent and the Lender Parties and all reasonable,
      out-of-pocket expenses of the Administrative Agent (including the
      reasonable fees and expenses of counsel to the Administrative Agent).

            SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance and
Renewal. The obligation of each Lender to make an Advance (other than a Letter
of Credit Advance made by an Issuing Bank or a Lender pursuant to Section
2.03(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b))
on the occasion of each Borrowing (including the initial Borrowing) and the
obligation of each Issuing Bank to issue a Letter of Credit (including the
initial issuance) or renew a Letter of Credit and the right of the Borrower to
request a Swing Line Borrowing shall be subject to the further conditions
precedent that on the date of such Borrowing, issuance or renewal (a) the
following statements shall be true and the Administrative Agent shall have
received for the account of such Lender, the Swing Line Bank or such Issuing
Bank (x) a Borrowing Base Certificate dated the date of such Borrowing, issuance
or renewal and (y) a certificate signed by a duly authorized officer of the
Borrower, dated the date of such Borrowing, issuance or renewal, stating that:

            (i) the representations and warranties contained in each Loan
      Document (as such representations and warranties may change based upon
      events or activities not prohibited by the Loan Documents, provided that
      no such change shall constitute a Default or Event of Default or be
      reasonably likely to result in a Material Adverse Effect) are true and
      correct on and as of such date, before and after giving effect to (A) such
      Borrowing, issuance or renewal and (B) in the case of any Borrowing or
      issuance or renewal, the application of the proceeds therefrom, as though
      made on and as of such date;

            (ii) no Default or Event of Default has occurred and is continuing,
      or would result from (A) such Borrowing, issuance or renewal or (B) in the
      case of any Borrowing or issuance or renewal, from the application of the
      proceeds therefrom; and

            (iii) for each Revolving Credit Advance, or Swing Line Advance made
      by the Swing Line Bank or issuance or renewal of any Letter of Credit, (A)
      the Total Loan Value equals or exceeds the Facility Exposure that will be
      outstanding after giving effect to such Advance, issuance or renewal,
      respectively, and (B) before and after giving effect to such Advance,
      issuance or renewal, the Parent Guarantor shall be in compliance with the
      covenants contained in Section 5.04, together with supporting information
      in form satisfactory to the Administrative Agent showing the computations
      used in determining compliance with such covenants;

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Lender Party through the Administrative Agent may
reasonably request.

            SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required

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<PAGE>

thereunder to be consented to or approved by or acceptable or satisfactory to
the Lender Parties unless an officer of the Administrative Agent responsible for
the transactions contemplated by the Loan Documents shall have received notice
from such Lender Party prior to the Initial Extension of Credit specifying its
objection thereto and, if the Initial Extension of Credit consists of a
Borrowing, such Lender Party shall not have made available to the Administrative
Agent such Lender Party's ratable portion of such Borrowing.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties of the Loan Parties.
Each Loan Party represents and warrants as follows:

            (a) Organization and Powers; Qualifications and Good Standing. Each
      Loan Party and each of its Subsidiaries and each general partner or
      managing member, if any, of each Loan Party (i) is a corporation, limited
      liability company or partnership duly incorporated, organized or formed,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation, organization or formation, (ii) is duly qualified
      and in good standing as a foreign corporation, limited liability company
      or partnership in each other jurisdiction in which it owns or leases
      property or in which the conduct of its business requires it to so qualify
      or be licensed except where the failure to so qualify or be licensed would
      not be reasonably likely to have a Material Adverse Effect and (iii) has
      all requisite corporate, limited liability company or partnership power
      and authority (including, without limitation, all governmental licenses,
      permits and other approvals) to own or lease and operate its properties
      and to carry on its business as now conducted and as proposed to be
      conducted. All of the outstanding Equity Interests in the Borrower have
      been validly issued, are fully paid and non-assessable. The Parent
      Guarantor and OP General Partner together directly own all Equity
      Interests in the Borrower. All Equity Interests in the Borrower that are
      owned by the Parent Guarantor and OP General Partner are owned free and
      clear of all Liens. All Equity Interests in OP General Partner that are
      owned by the Parent Guarantor are owned free and clear of all Liens.

            (b) Subsidiaries. Set forth on Schedule 4.01(b) hereto is a complete
      and accurate list of all Subsidiaries of each Loan Party, showing as of
      the date hereof (as to each such Subsidiary) the jurisdiction of its
      incorporation, organization or formation, the number of shares (or the
      equivalent thereof) of each class of its Equity Interests authorized, and
      the number outstanding, on the date hereof and the percentage of each such
      class of its Equity Interests owned (directly or indirectly) by such Loan
      Party and the number of shares (or the equivalent thereof) covered by all
      outstanding options, warrants, rights of conversion or purchase and
      similar rights at the date hereof. All of the outstanding Equity Interests
      in each Loan Party's Subsidiaries has been validly issued, are fully paid
      and non-assessable and are owned by such Loan Party or one or more of its
      Subsidiaries free and clear of all Liens (other than Permitted Liens).

            (c) Due Authorization; No Conflict. The execution and delivery by
      each Loan Party and of each general partner or managing member (if any) of
      each Loan Party of each Loan Document to which it is or is to be a party,
      and the performance of its obligations thereunder, and the consummation of
      the IPO, the Formation Transactions and the other transactions
      contemplated by the Loan Documents, are within the corporate, limited
      liability company or partnership powers of such Loan Party, general
      partner or managing member, have been duly authorized by all necessary
      corporate, limited liability company or partnership action, and do not (i)
      violate any of the provisions of the charter or bylaws, operating
      agreement, partnership agreement or other governing document of such Loan
      Party, general partner or managing member, (ii) violate any

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<PAGE>

      law, rule, regulation (including, without limitation, Regulation X of the
      Board of Governors of the Federal Reserve System), order, writ, judgment,
      injunction, decree, determination or award, the violation of which would
      be reasonably likely to have a Material Adverse Effect, (iii) conflict
      with or result in the breach of, or constitute a default or require any
      payment to be made under, any Material Contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument binding on
      or affecting any Loan Party, any of its Subsidiaries or any of their
      properties, or any general partner or managing member of any Loan Party,
      the contravention or breach of which would be reasonably likely to have a
      Material Adverse Effect or (iv) except for the Liens created under the
      Loan Documents, result in or require the creation or imposition of any
      Lien upon or with respect to any of the properties of any Loan Party or
      any of its Subsidiaries.

            (d) Authorizations and Consents. No authorization or approval or
      other action by, and no notice to or filing with, any governmental
      authority or regulatory body or any other third party is required for (i)
      the due execution, delivery, recordation, filing or performance by any
      Loan Party or any general partner or managing member of any Loan Party of
      any Loan Document to which it is or is to be a party or for the
      consummation of the IPO, the Formation Transactions or the other
      transactions contemplated by the Loan Documents, (ii) the grant by any
      Loan Party (or the general partner or managing member of such Loan Party)
      of the Liens granted by it pursuant to the Collateral Documents, (iii) the
      perfection or maintenance of the Liens created under the Collateral
      Documents (including the first priority nature thereof) or, (iv) the
      exercise by the Administrative Agent, the Collateral Agent or any Lender
      Party of its rights under the Loan Documents or the remedies in respect of
      the Collateral pursuant to the Collateral Documents, except for the
      authorizations, approvals, actions, notices and filings which have been
      duly obtained, taken, given or made and are in full force and effect.

            (e) Binding Obligation. This Agreement has been, and each other Loan
      Document when delivered hereunder will have been, duly executed and
      delivered by each Loan Party and general partner or managing member (if
      any) of each Loan Party party thereto. This Agreement is, and each other
      Loan Document when delivered hereunder will be, the legal, valid and
      binding obligation of each Loan Party and general partner or managing
      member (if any) of each Loan Party party thereto, enforceable against such
      Loan Party, general partner or managing member, as the case may be, in
      accordance with its terms.

            (f) Litigation. There is no action, suit, investigation, litigation
      or proceeding affecting any Loan Party or any of its Subsidiaries or any
      general partner or managing member (if any) of any Loan Party, including
      any Environmental Action, pending or, to the knowledge of any Loan Party
      or its Subsidiaries, threatened before any court, governmental agency or
      arbitrator that (i) would be reasonably likely to have a Material Adverse
      Effect (other than the Disclosed Litigation) or (ii) purports to affect
      the legality, validity or enforceability of any Loan Document or the
      consummation of the IPO, the Formation Transactions or the other
      transactions contemplated by the Loan Documents, and there has been no
      material adverse change in the status, or financial effect on any Loan
      Party or any of its Subsidiaries or any general partner or managing member
      (if any) of any Loan Party, of the Disclosed Litigation from that
      described on Schedule 4.01(f) hereto.

            (g) Financial Condition. The Consolidated balance sheets of the
      Predecessors as at December 31, 2003 and the related Consolidated
      statements of income and Consolidated statements of cash flows of the
      Predecessors for the fiscal year then ended, accompanied by unqualified
      opinions of Deloitte & Touche LLP, independent public accountants, or
      Rubin, Brown, Gornstein & Co. LLP, independent accountants, as applicable,
      and the Consolidated balance sheets of the Predecessors as at September
      30, 2004, and the related Consolidated

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<PAGE>

      statements of income and Consolidated statements of cash flows of the
      Predecessors for the nine months then ended, duly certified by the Chief
      Financial Officer of the Parent Guarantor, copies of which have been
      furnished to each Lender Party, fairly present, subject, in the case of
      such balance sheets as at September 30, 2004, and such statements of
      income and cash flows for the nine months then ended, to year-end audit
      adjustments, the Consolidated financial condition of the Predecessors as
      at such dates and the Consolidated results of operations of the
      Predecessors for the periods ended on such dates, all in accordance with
      generally accepted accounting principles applied on a consistent basis.
      Since December 31, 2003, there has been (i) with respect to the period
      prior to the Closing Date, no material adverse change in the business,
      condition (financial or otherwise) results of operations or prospects of
      the Predecessors, and (ii) with respect to any period after the Closing
      Date, no Material Adverse Change.

            (h) Forecasts. The Consolidated forecasted balance sheets,
      statements of income and statements of cash flows of the Parent Guarantor
      and its Subsidiaries delivered to the Lender Parties pursuant to Section
      3.01(a)(ix) or 5.03 were prepared in good faith on the basis of the
      assumptions stated therein, which assumptions were fair in light of the
      conditions existing at the time of delivery of such forecasts, and
      represented, at the time of delivery, the Parent Guarantor's best estimate
      of its future financial performance, it being understood that such
      forecasts do not represent a guaranty or other assurance of the results
      forecasted therein.

            (i) Disclosure. Neither the Information Memorandum nor any other
      information, exhibit or report furnished by or on behalf of any Loan Party
      to the Administrative Agent or any Lender Party in connection with the
      negotiation and syndication of the Loan Documents or pursuant to the terms
      of the Loan Documents contained any untrue statement of a material fact or
      omitted to state a material fact necessary to make the statements made
      therein not misleading.

            (j) Margin Regulations. No Loan Party is engaged in the business of
      extending credit for the purpose of purchasing or carrying Margin Stock,
      and no proceeds of any Advance or drawings under any Letter of Credit will
      be used to purchase or carry any Margin Stock or to extend credit to
      others for the purpose of purchasing or carrying any Margin Stock.

            (k) Certain Governmental Regulations. Neither any Loan Party nor any
      of its Subsidiaries nor any general partner or managing member of any Loan
      Party, as applicable, is an "investment company", or an "affiliated
      person" of, or "promoter" or "principal underwriter" for, an "investment
      company", as such terms are defined in the Investment Company Act of 1940,
      as amended. Without limiting the generality of the foregoing, each Loan
      Party and each of its Subsidiaries and each general partner or managing
      member of any Loan Party, as applicable: (i) is primarily engaged,
      directly or through a wholly-owned subsidiary or subsidiaries, in a
      business or businesses other than that of (A) investing, reinvesting,
      owning, holding or trading in securities or (B) issuing face-amount
      certificates of the installment type; (ii) is not engaged in, does not
      propose to engage in and does not hold itself out as being engaged in the
      business of (A) investing, reinvesting, owning, holding or trading in
      securities or (B) issuing face-amount certificates of the installment
      type; (iii) does not own or propose to acquire investment securities (as
      defined in the Investment Company Act of 1940, as amended) having a value
      exceeding forty percent (40%) of the value of such company's total assets
      (exclusive of government securities and cash items) on an unconsolidated
      basis; (iv) has not in the past been engaged in the business of issuing
      face-amount certificates of the installment type; and (v) does not have
      any outstanding face-amount certificates of the installment type. Neither
      any Loan Party nor any of its Subsidiaries nor any general partner or
      managing member of any Loan Party or Subsidiary of a Loan Party that is a
      partnership or limited liability company, as applicable, is a "holding
      company", or a "subsidiary company" of a "holding

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<PAGE>

      company", or an "affiliate" of a "holding company" or of a "subsidiary
      company" of a "holding company", as such terms are defined in the Public
      Utility Holding Company Act of 1935, as amended. Neither the making of any
      Advances, nor the issuance of any Letters of Credit, nor the application
      of the proceeds or repayment thereof by the Borrower, nor the consummation
      of the other transactions contemplated by the Loan Documents, will violate
      any provision of any such Act or any rule, regulation or order of the
      Securities and Exchange Commission thereunder.

            (l) Materially Adverse Agreements. Neither any Loan Party nor any of
      its Subsidiaries is a party to any indenture, loan or credit agreement or
      any lease or other agreement or instrument or subject to any charter,
      corporate, partnership, membership or other governing restriction that
      would be reasonably likely to have a Material Adverse Effect (absent a
      material default under a Material Contract).

            (m) Perfection and Priority of Security Interests. All filings and
      other actions necessary to perfect and protect the security interest in
      the Collateral created under the Collateral Documents have been duly made
      or taken and are in full force and effect, and the Collateral Documents
      create in favor of the Administrative Agent for the benefit of the Secured
      Parties a valid and, together with such filings and other actions,
      perfected first priority security interest in the Collateral, securing the
      payment of the Secured Obligations, and all filings and other actions
      necessary or desirable to perfect and protect such security interest have
      been duly taken. The Loan Parties are the legal and beneficial owners of
      the Collateral free and clear of any Lien, except for Permitted Liens and
      the liens and security interests created under the Loan Documents.

            (n) Existing Debt. Set forth on Schedule 4.01(n) hereto is a
      complete and accurate list of all Existing Debt (other than Surviving
      Debt), showing as of the date hereof the obligor and the principal amount
      outstanding thereunder immediately prior to the Closing Date.

            (o) Surviving Debt. Set forth on Schedule 4.01(o) hereto is a
      complete and accurate list of all Surviving Debt, showing as of the date
      hereof the obligor and the principal amount outstanding thereunder, the
      maturity date thereof and the amortization schedule therefor.

            (p) Existing Liens. Set forth on Schedule 4.01(p) hereto is a
      complete and accurate list of all Liens securing Debt for Borrowed Money
      on the property or assets of any Loan Party or any of its Subsidiaries,
      showing as of the date hereof the lienholder thereof, the principal amount
      of the obligations secured thereby and the property or assets of such Loan
      Party or such Subsidiary subject thereto.

            (q) Real Property. Set forth on Schedule 4.01(q) hereto is a
      complete and accurate list of all Real Property owned by any Loan Party or
      any of its Subsidiaries, showing as of the date hereof, and as of each
      other date such Schedule 4.01(q) is required to be supplemented pursuant
      to Section 5.03(i), the street address, state, record owner and book value
      thereof. Each Loan Party or such Subsidiary has good, marketable and
      insurable fee simple title to such Real Property, free and clear of all
      Liens, other than Permitted Liens.

            (r) Leases of Real Property. Set forth on Schedule 4.01(r) hereto is
      a complete and accurate list of all leases of Real Property under which
      any Loan Party or any of its Subsidiaries is the lessee of Real Property,
      showing as of the date hereof, and as of each other date such Schedule
      4.01(r) is required to be supplemented pursuant to Section 5.03(i), the
      street address, state, lessor, lessee, expiration date and annual rental
      cost thereof.

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            (s) Environmental Matters. (i) Except as otherwise set forth on Part
      I of Schedule 4.01(s) hereto, the operations and properties of each Loan
      Party and each of its Subsidiaries comply in all material respects with
      all applicable Environmental Laws and Environmental Permits, all past
      material non-compliance with such Environmental Laws and Environmental
      Permits has been resolved without ongoing material obligations or costs,
      and, to the knowledge of each Loan Party and its Subsidiaries, no
      circumstances exist that could be reasonably likely to (A) form the basis
      of an Environmental Action against any Loan Party or any of its
      Subsidiaries or any of their properties that could have a Material Adverse
      Effect or (B) cause any such property to be subject to any material
      restrictions on ownership, occupancy, use or transferability under any
      Environmental Law.

            (ii) Except as otherwise set forth on Part II of Schedule 4.01(s)
      hereto, none of the properties currently or formerly owned or operated by
      any Loan Party or any of its Subsidiaries is listed or, to the knowledge
      of each Loan Party and its Subsidiaries, proposed for listing on the NPL
      or on the CERCLIS or any analogous foreign, state or local list or is
      adjacent to any such listed property; there are no underground or above
      ground storage tanks or any surface impoundments, septic tanks, pits,
      sumps or lagoons in which Hazardous Materials (other than household wastes
      in septic tanks) are being or have been treated, stored or disposed on any
      property currently owned or operated by any Loan Party or any of its
      Subsidiaries; there is no asbestos or asbestos-containing material on any
      property currently owned or operated by any Loan Party or any of its
      Subsidiaries except for any non-friable asbestos-containing material that
      is being managed pursuant to, and in compliance with, an operations and
      maintenance plan and that does not currently require removal, remediation,
      abatement or encapsulation under Environmental Law; and, to the knowledge
      of each Loan Party and its Subsidiaries, Hazardous Materials have not been
      released, discharged or disposed of in any material amount or in violation
      of any Environmental Law or Environmental Permit on any property currently
      owned or operated by any Loan Party or any of its Subsidiaries or, to the
      knowledge of each Loan Party and its Subsidiaries, during the period of
      their ownership or operation thereof, on any property formerly owned or
      operated by any Loan Party or any of its Subsidiaries.

            (iii) Except as otherwise set forth on Part III of Schedule 4.01(s)
      hereto, neither any Loan Party nor any of its Subsidiaries is undertaking,
      and has not completed, either individually or together with other
      potentially responsible parties, any investigation or assessment or
      remedial or response action relating to any actual or threatened material
      release, discharge or disposal of Hazardous Materials at any site,
      location or operation, either voluntarily or pursuant to the order of any
      governmental or regulatory authority or the requirements of any
      Environmental Law; all Hazardous Materials generated, used, treated,
      handled or stored at, or transported to or from, any property currently or
      formerly owned or operated by any Loan Party or any of its Subsidiaries
      have been disposed of in a manner not reasonably expected to result in a
      Material Adverse Effect; and, with respect to any property formerly owned
      or operated by any Loan Party or any of its Subsidiaries, all Hazardous
      Materials generated, used, treated, handled, stored or transported by or,
      to the knowledge of each Loan Party and its Subsidiaries, on behalf of any
      Loan Party or any of its Subsidiaries have been disposed of in a manner
      not reasonably expected to result in a Material Adverse Effect.

            (t) Compliance with Laws. Each Loan Party and each Subsidiary is in
      compliance with the requirements of all Laws (including, without
      limitation, the Securities Act and the Securities Exchange Act, and the
      applicable rules and regulations thereunder, state securities law and
      "Blue Sky" laws) applicable to it and its business, where the failure to
      so comply could reasonably be expected to have a Material Adverse Effect.

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            (u) Force Majeure. Neither the business nor the properties of any
      Loan Party or any of its Subsidiaries are affected by any fire, explosion,
      accident, strike, lockout or other labor dispute, drought, storm, hail,
      earthquake, embargo, act of God or of the public enemy or other casualty
      (whether or not covered by insurance) that could be reasonably likely to
      have a Material Adverse Effect.

            (v) Loan Parties' Credit Decisions. Each Loan Party has,
      independently and without reliance upon the Administrative Agent or any
      other Lender Party and based on such documents and information as it has
      deemed appropriate, made its own credit analysis and decision to enter
      into this Agreement (and in the case of the Guarantors, to give the
      guaranty under this Agreement) and each other Loan Document to which it is
      or is to be a party, and each Loan Party has established adequate means of
      obtaining from each other Loan Party on a continuing basis information
      pertaining to, and is now and on a continuing basis will be completely
      familiar with, the business, condition (financial or otherwise),
      operations, performance, properties and prospects of such other Loan
      Party.

            (w) Solvency. Each Loan Party is, individually and together with its
      Subsidiaries, Solvent.

            (x) Sarbanes-Oxley. Except as set forth on Schedule 4.01(x), no Loan
      Party has made any extension of credit to any of its directors or
      executive officers in contravention of any applicable restrictions set
      forth in Section 402(a) of Sarbanes-Oxley.

            (y) Excluded Subsidiaries. Set forth on Schedule 4.01(y) hereto is a
      complete and accurate list of all Excluded Subsidiaries and their
      respective Excluded Subsidiary Agreements existing on the date hereof.

            (z) ERISA Matters. (i) Set forth on Schedule 4.01(z) hereto is a
      complete and accurate list of all Plans.

                  (ii) No ERISA Event has occurred within the preceding five
            plan years or is reasonably expected to occur with respect to any
            Plan that has resulted in or is reasonably expected to result in a
            material liability of any Loan Party or any ERISA Affiliate.

                  (iii) Schedule B (Actuarial Information) to the most recent
            annual report (Form 5500 Series) for each Plan, copies of which have
            been filed with the Internal Revenue Service and furnished to the
            Lender Parties, is complete and accurate and fairly presents the
            funding status of such Plan as of the date of such Schedule B, and
            since the date of such Schedule B there has been no material adverse
            change in such funding status.

                  (iv) Neither any Loan Party nor any ERISA Affiliate has
            incurred or is reasonably expected to incur any Withdrawal Liability
            to any Multiemployer Plan.

                  (v) Neither any Loan Party nor any ERISA Affiliate has been
            notified by the sponsor of a Multiemployer Plan that such
            Multiemployer Plan is in reorganization or has been terminated,
            within the meaning of Title IV of ERISA, and no such Multiemployer
            Plan is reasonably expected to be in reorganization or to be
            terminated, within the meaning of Title IV of ERISA.

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            (aa) Borrowing Base Conditions. Each of the Borrowing Base Assets
      satisfies all Borrowing Base Conditions.

                                   ARTICLE V
                          COVENANTS OF THE LOAN PARTIES

            SECTION 5.01. Affirmative Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, each Loan Party will:

            (a) Compliance with Laws, Etc. Comply, and cause each of its
      Subsidiaries to comply, in all material respects, with all applicable
      laws, rules, regulations and orders, such compliance to include, without
      limitation, compliance with ERISA and the Racketeer Influenced and Corrupt
      Organizations Chapter of the Organized Crime Control Act of 1970;
      provided, however, that the failure to comply with the provisions of this
      Section 5.01(a) shall not constitute a Default or Event of Default
      hereunder so long as such non-compliance would not reasonably be expected
      to have a Material Adverse Effect.

            (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
      Subsidiaries to pay and discharge, before the same shall become
      delinquent, (i) all taxes, assessments and governmental charges or levies
      imposed upon it or upon its property and (ii) all lawful claims that, if
      unpaid, might by law become a Lien upon its property; provided, however,
      that neither the Loan Parties nor any of their Subsidiaries shall be
      required to pay or discharge any such tax, assessment, charge or claim
      that is the subject of a Good Faith Contest, unless and until any Lien
      resulting therefrom attaches to its property and becomes enforceable
      against its other creditors.

            (c) Compliance with Environmental Laws. Comply, and cause each of
      its Subsidiaries to comply, and take all commercially reasonable efforts
      to cause all lessees and other Persons operating or occupying its
      properties to comply, in all material respects, with all applicable
      Environmental Laws and Environmental Permits; obtain and renew and cause
      each of its Subsidiaries to obtain and renew all Environmental Permits
      necessary for its operations and properties; and conduct, and cause each
      of its Subsidiaries to conduct, any investigation, study, sampling and
      testing, and undertake any cleanup, removal, remedial or other action
      legally required to remove and clean up particular Hazardous Materials
      from any of its properties in material compliance with the requirements of
      all Environmental Laws; provided, however, that neither the Loan Parties
      nor any of their Subsidiaries shall be required to undertake any such
      cleanup, removal, remedial or other action to the extent that its
      obligation to do so is the subject of a Good Faith Contest.

            (d) Maintenance of Insurance. Maintain, and cause each of its
      Subsidiaries to maintain, insurance (including, with respect to the
      Borrowing Base Assets, the insurance required by the terms of the
      Mortgages) with responsible and reputable insurance companies or
      associations in such amounts and covering such risks as is usually carried
      by companies engaged in similar businesses and owning similar properties
      in the same general areas in which such Loan Party or such Subsidiaries
      operate.

            (e) Preservation of Partnership or Corporate Existence, Etc.
      Preserve and maintain, and cause each of its Subsidiaries to preserve and
      maintain, its existence (corporate or otherwise), rights (charter and
      statutory), permits, licenses, approvals and franchises, except in the
      case of Excluded Subsidiaries only, if in the reasonable business judgment
      of such Excluded Subsidiary it is in its best economic interest not to
      preserve and maintain such rights or franchises and such

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      failure to preserve such rights or franchises is not reasonably likely to
      result in a Material Adverse Effect (it being understood that the
      foregoing shall not prohibit, or be violated as a result of, any
      transactions by or involving any Loan Party or Subsidiary thereof
      otherwise permitted under Section 5.02(d) or (e) below).

            (f) Visitation Rights. At any reasonable time and from time to time,
      permit any of the Agents or Lender Parties, or any agent or
      representatives thereof, to examine and make copies of and abstracts from
      the records and books of account of, and visit the properties of, any Loan
      Party and any of its Subsidiaries, and to discuss the affairs, finances
      and accounts of any Loan Party and any of its Subsidiaries with any of
      their general partners, managing members, officers or directors and with
      their independent certified public accountants.

            (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
      keep, proper books of record and account, in which full and correct
      entries shall be made of all financial transactions and the assets and
      business of such Loan Party and each such Subsidiary in accordance with
      GAAP.

            (h) Maintenance of Properties, Etc. Maintain and preserve, and cause
      each of its Subsidiaries to maintain and preserve, all of its properties
      that are used or useful in the conduct of its business in good working
      order and condition, ordinary wear and tear excepted and will from time to
      time make or cause to be made all appropriate repairs, renewals and
      replacement thereof except where failure to do so would not have a
      Material Adverse Effect.

            (i) Transactions with Affiliates and Excluded Subsidiaries. Conduct,
      and cause each of its Subsidiaries to conduct, all transactions otherwise
      permitted under the Loan Documents with any of their Affiliates (other
      than transactions exclusively among or between the Borrower and/or one or
      more of the Guarantors) or with any Excluded Subsidiary on terms that are
      fair and reasonable and no less favorable to such Loan Party or such
      Subsidiary than it would obtain in a comparable arm's-length transaction
      with a Person not an Affiliate.

            (j) Covenant to Guarantee Obligations and Give Security. (i) Upon
      the earlier to occur of (y) the Company Debt Service Coverage Ratio being
      less than or equal to 1.20:1.00 and (z) the occurrence of any Event of
      Default (either such event, a "COLLATERAL TRIGGER EVENT"), then each
      applicable Loan Party shall, in each case at its expense:

                        (A) within 10 days after the request of the Collateral
                  Agent (acting in its sole discretion or at the direction of
                  the Required Lenders acting in their sole discretion) made at
                  any time following the occurrence of such Collateral Trigger
                  Event, furnish to the Collateral Agent account control
                  agreements duly executed by each bank or other financial
                  institution at which the Borrower or any of its Subsidiaries
                  that hold a direct or indirect interest in any Borrowing Base
                  Asset maintains an account (into which any rents, income,
                  revenue or other receipts received in respect of each
                  Borrowing Base Asset are deposited), in substantially the form
                  attached to the Security Agreement as Exhibit B thereto or
                  otherwise in form and substance satisfactory to the Collateral
                  Agent and its counsel, and

                        (B) within 10 days after the request of the Collateral
                  Agent (acting in its sole discretion or at the direction of
                  the Required Lenders acting in their sole discretion),
                  establish and maintain, and cause each of its Subsidiaries
                  that holds a direct or indirect interest in any Borrowing Base
                  Asset to establish and maintain cash concentration and lockbox
                  accounts with Citibank, N.A., in New York, New

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                  York, in the name of the Collateral Agent and under the sole
                  control and dominion of the Collateral Agent, into which all
                  rents, income, revenue and other receipts received in respect
                  of each Borrowing Base Asset (after deduction, in the
                  reasonable discretion of the Administrative Agent, for the
                  payment of operating expenses, taxes and insurance premiums
                  due to any Person other than a Loan Party or an Affiliate of a
                  Loan Party) are deposited, which sums shall be applied by the
                  Administrative Agent to the Obligations of the Loan Parties
                  under the Loan Documents in accordance with Section 2.11(f);
                  provided, however, that in the event that the Facility
                  Exposure shall be reduced to zero after application of such
                  sums in accordance with Section 2.11(f), any excess amounts
                  shall be promptly remitted to the Borrower.

                  (ii) Within 10 days after any Excluded Subsidiary Agreement
            terminates or otherwise becomes ineffective as to the Excluded
            Subsidiary party to such agreement, cause such Excluded Subsidiary
            to duly execute and deliver to the Administrative Agent a Guaranty
            Supplement in substantially the form of Exhibit C hereto, or such
            other guaranty supplement in form and substance satisfactory to the
            Administrative Agent, guaranteeing the other Loan Parties'
            Obligations under the Loan Documents, unless such Excluded
            Subsidiary shall incur Non-Recourse Debt Permitted under Section
            5.02(b)(iii)(E) within 30 days after the termination of such
            Excluded Subsidiary Agreement, and in such case the agreement in
            respect of such Non-Recourse Debt shall be deemed to be an Excluded
            Subsidiary Agreement and the Borrower shall, or cause such Excluded
            Subsidiary to, promptly deliver to the Administrative Agent (x) a
            copy of such agreement in respect of such Non-Recourse Debt and (y)
            an amended Schedule 4.01(y) that sets forth such agreement in
            respect of such Non-Recourse Debt opposite the name of such Excluded
            Subsidiary. If, at any time after a previously Excluded Subsidiary
            executes and delivers a Guaranty Supplement pursuant to this Section
            5.01(j)(ii), such previously Excluded Subsidiary desires to incur
            Non-Recourse Debt permitted under Section 5.02(b)(iii)(E), the
            Administrative Agent shall, upon the request of the Borrower,
            release such Subsidiary from the Guaranty and thereafter such
            Subsidiary shall constitute an Excluded Subsidiary hereunder, and
            the Borrower shall, or cause such Excluded Subsidiary to, promptly
            deliver to the Administrative Agent (x) a copy of the agreement (and
            any documentation related thereto reasonably requested by the
            Administrative Agent) relating to such Non-Recourse Debt and (y) an
            amended Schedule 4.01(y) that sets forth such agreement in respect
            of such Non-Recourse Debt opposite the name of such Excluded
            Subsidiary.

                  (iii) Within 10 days after the formation or acquisition of any
            new direct or indirect Subsidiary by any Loan Party, cause each such
            Subsidiary (other than a Limited Subsidiary), and cause each direct
            and indirect parent of such Subsidiary (if it has not already done
            so), to duly execute and deliver to the Administrative Agent a
            Guaranty Supplement in substantially the form of Exhibit C hereto,
            or such other guaranty supplement in form and substance satisfactory
            to the Administrative Agent, guaranteeing the other Loan Parties'
            Obligations under the Loan Documents, provided that upon the
            formation or acquisition of any Limited Subsidiary, each such
            Limited Subsidiary shall be deemed to be an Excluded Subsidiary and
            any loan agreement or indenture or other material agreement that
            restricts such Limited Subsidiary from providing guarantees of the
            Obligations of the Loan Parties under the Loan Documents shall be
            deemed to be an Excluded Subsidiary Agreement, and the Borrower
            shall, or cause such Limited Subsidiary to, promptly deliver to the
            Administrative Agent (1) copies of such agreements or indentures in
            respect of such Non-Recourse Debt and (2) an amended

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            Schedule 4.01(y) that sets forth such agreements or indentures in
            respect of such Non-Recourse Debt opposite the name of such Limited
            Subsidiary.

                  (iv) Upon the request by the Borrower that any Resort Asset (a
            "PROPOSED BORROWING BASE ASSET") be added as a Borrowing Base Asset,
            in each case at the Borrower's expense:

                        (A) within 10 days after such request, furnish to the
                  Collateral Agent (with a copy to each Lender) the following
                  items:

                              (1) a description, in detail satisfactory to the
                        Collateral Agent, of the Proposed Borrowing Base Asset,

                              (2) an Appraisal of the Proposed Borrowing Base
                        Asset,

                              (3) a certificate of a Responsible Officer of the
                        Borrower confirming that (x) such Proposed Borrowing
                        Base Asset satisfies all Borrowing Base Conditions and
                        (y) the addition of such Proposed Borrowing Base Asset
                        as a Borrowing Base Asset shall not cause or result in a
                        Default or Event of Default,

                              (4) confirmation that the Loan Parties are in
                        compliance with the covenants contained in Section 5.04
                        (both immediately before and on a pro forma basis
                        immediately after the addition of such Proposed
                        Borrowing Base Property as a Borrowing Base Asset), as
                        evidenced by a certificate of a Responsible Officer of
                        the Borrower delivered to the Administrative Agent prior
                        to such addition demonstrating such compliance,

                              (5) each of the items set forth in Sections
                        3.01(a)(ii), (iii), (x), (xi) and (xii) and, to the
                        extent applicable, 5.01(j)(i), mutatis mutandis, in each
                        case in respect of the Proposed Borrowing Base Asset,

                              (6) financial information in respect of the
                        Proposed Borrowing Base Asset, in form and detail
                        satisfactory to the Administrative Agent, and

                              (7) a revised Schedule II hereto reflecting the
                        addition of such Proposed Borrowing Base Asset, provided
                        that for purposes of the definition of the term
                        Borrowing Base Assets (and subject to the proviso
                        immediately following below), such revised Schedule II
                        shall become effective only upon (x) satisfaction of
                        each of the conditions set forth in this Section
                        5.01(j)(iv) and (y) approval of such Proposed Borrowing
                        Base Asset as a "Borrowing Base Asset" pursuant to
                        clause (c) of the definition thereof;

                  provided, however, that the failure to comply with one or more
                  of the Borrowing Base Conditions or clause (4) above shall not
                  preclude the addition of any Proposed Borrowing Base Asset as
                  a Borrowing Base Asset so long as the Required Lender Parties
                  shall have expressly consented to the addition of such

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                  Asset as a Borrowing Base Asset notwithstanding the failure to
                  satisfy either or both of such conditions; and

                        (B) as promptly as possible, furnish to the Collateral
                  Agent (with a copy to each Lender) such other approvals,
                  opinions or documents as any Lender Party through the
                  Administration Agent may reasonably request;

                  (v) At any time and from time to time, promptly execute and
            deliver any and all further instruments and documents and take all
            such other action as any Agent may deem necessary or desirable in
            obtaining the full benefits of, or in perfecting and preserving the
            Liens of, such guaranties, Mortgages, Assignments of Leases,
            pledges, assignments, security agreement supplements, intellectual
            property security agreement supplements and security agreements.

            (k) Further Assurances. (i) Promptly upon request by any Agent, or
      any Lender Party through the Administrative Agent, correct, and cause each
      Loan Party to promptly to correct, any material defect or error that may
      be discovered in any Loan Document or in the execution, acknowledgment,
      filing or recordation thereof.

                  (ii) Promptly upon request by any Agent, or any Lender Party
            through the Administrative Agent, do, execute, acknowledge, deliver,
            record, re-record, file, re-file, register and re-register any and
            all such further acts, deeds, conveyances, pledge agreements,
            mortgages, deeds of trust, trust deeds, assignments of leases and
            rents, assignments, financing statements and continuations thereof,
            termination statements, notices of assignment, transfers,
            certificates, assurances and other instruments as any Agent, or any
            Lender Party through the Administrative Agent, may reasonably
            require from time to time in order to (A) carry out more effectively
            the purposes of the Loan Documents, (B) to the fullest extent
            permitted by applicable law, subject any Loan Party's or any of its
            Subsidiaries' properties, assets, rights or interests to the Liens
            now or hereafter expressly intended to be covered by any of the
            Collateral Documents, (C) perfect and maintain the validity,
            effectiveness and priority of any of the Collateral Documents and
            any of the Liens intended to be created thereunder and (D) assure,
            convey, grant, assign, transfer, preserve, protect and confirm more
            effectively unto the Secured Parties the rights granted or now or
            hereafter intended to be granted to the Secured Parties under any
            Loan Document or under any other instrument executed in connection
            with any Loan Document to which any Loan Party or any of its
            Subsidiaries is or is to be a party, and cause each of its
            Subsidiaries to do so.

                  (iii) Promptly upon the request of the Administrative Agent,
            deliver to the Administrative Agent a recent Appraisal of each
            Borrowing Base Asset, provided that the Loan Parties shall be
            required to comply with only one such request by the Administrative
            Agent per calendar year.

            (l) Performance of Material Contracts. Perform and observe, and
      cause each of its Subsidiaries to perform and observe, all the terms and
      provisions of each Material Contract to be performed or observed by it,
      maintain each such Material Contract in full force and effect (except to
      the extent such Material Contract expires by its terms or is terminated by
      the Borrower or its Subsidiaries in a manner permitted pursuant to its
      terms), enforce each such Material Contract in accordance with its terms
      to the extent commercially reasonable, and, upon request of the
      Administrative Agent, make to each other party to each Material Contract
      relating to a Borrowing Base Asset such demands and requests for
      information and reports or for action as any Loan Party

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      or any of its Subsidiaries is entitled to make under such Material
      Contract, and cause each of its Subsidiaries to do so.

            (m) Compliance with Leases Affecting Borrowing Base Assets. Make all
      payments and otherwise perform all obligations in respect of all leases of
      real property affecting any Borrowing Base Asset to which the Borrower or
      any of its Subsidiaries is a party, keep such leases in full force and
      effect and not allow such leases to lapse or be terminated or any rights
      to renew such leases to be forfeited or cancelled, notify the
      Administrative Agent of any default by any party with respect to such
      leases and cooperate with the Administrative Agent in all respects to cure
      any such default, and cause each of its Subsidiaries to do so.

            (n) Interest Rate Hedging. Enter into within thirty (30) days after
      the Initial Extension of Credit, and maintain at all times thereafter,
      interest rate Hedge Agreements (i) with Persons acceptable to the
      Administrative Agent, (ii) providing either an interest-rate swap for a
      fixed rate of interest acceptable to the Administrative Agent or an
      interest-rate cap at an interest rate acceptable to the Administrative
      Agent, (iii) covering a notional amount equal to the amount, if any, by
      which (A) 66-2/3% of Consolidated Debt for Borrowed Money of the Parent
      Guarantor and its Subsidiaries exceeds (B) all Consolidated Debt for
      Borrowed Money of the Parent Guarantor and its Subsidiaries then accruing
      interest at a fixed rate acceptable to the Administrative Agent and (iv)
      otherwise on terms and conditions reasonably acceptable to the
      Administrative Agent.

            (o) Management of Borrowing Base Assets. At all times cause the
      Borrowing Base Assets to be managed and operated (i) by (A) by an
      Affiliate of the Parent Guarantor or (B) any other Approved Manager who
      has (1) entered into a management agreement with respect to such Borrowing
      Base Asset in form and substance reasonably satisfactory to the
      Administrative Agent, and (2) executed and delivered a management
      agreement subordination agreement in form and substance reasonably
      satisfactory to the Administrative Agent, provided that a formal
      management agreement shall be required hereunder only if a Borrowing Base
      Asset is managed and operated by an Approved Manager other than the Parent
      Guarantor.

            (p) Exchange Listing. In the case of the Parent Guarantor, at all
      times (i) cause its common shares to be duly listed on the New York Stock
      Exchange, the American Stock Exchange or NASDAQ and (ii) file all reports
      required to be filed by it in connection therewith in a timely manner.

            (q) Sarbanes-Oxley. Comply at all times with all applicable
      provisions of Section 402(a) of Sarbanes-Oxley.

            (r) Wisconsin Dells Subdivision. With respect to the Great Wolf
      Lodge Condominium, (i) obtain from the relevant governmental authority a
      separate tax lot number for the parcel of land on which the Great Wolf
      Lodge Condominium is situated and (ii) in connection therewith, cause the
      relevant title insurance company to issue to the Collateral Agent a tax
      lot endorsement to the Mortgage Policy delivered to the Collateral Agent
      pursuant to Section 3.01(a)(iii)(B), in each case on or before February 1,
      2006.

            SECTION 5.02. Negative Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, no Loan Party will, at any time:

            (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
      any of its Subsidiaries to create, incur, assume or suffer to exist, any
      Lien on or with respect to any of its properties of

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      any character (including, without limitation, accounts) whether now owned
      or hereafter acquired, or sign or file or suffer to exist, or permit any
      of its Subsidiaries to sign or file or suffer to exist, under the Uniform
      Commercial Code of any jurisdiction, a financing statement that names such
      Loan Party or any of its Subsidiaries as debtor, or sign or suffer to
      exist, or permit any of its Subsidiaries to sign or suffer to exist, any
      security agreement authorizing any secured party thereunder to file such
      financing statement, or assign, or permit any of its Subsidiaries to
      assign, any accounts or other right to receive income, except, in the case
      of the Loan Parties (other than the Parent Guarantor) and their respective
      Subsidiaries:

                  (i) Liens created under the Loan Documents;

                  (ii) Permitted Liens;

                  (iii) Liens described on Schedule 4.01(p) hereto;

                  (iv) purchase money Liens upon or in equipment acquired or
            held by such Loan Party or any of its Subsidiaries in the ordinary
            course of business to secure the purchase price of such equipment or
            to secure Debt incurred solely for the purpose of financing the
            acquisition of any such equipment to be subject to such Liens, or
            Liens existing on any such equipment at the time of acquisition
            (other than any such Liens created in contemplation of such
            acquisition that do not secure the purchase price), or extensions,
            renewals or replacements of any of the foregoing for the same or a
            lesser amount; provided, however, that no such Lien shall extend to
            or cover any property other than the equipment being acquired, and
            no such extension, renewal or replacement shall extend to or cover
            any property not theretofore subject to the Lien being extended,
            renewed or replaced; provided, further, that the aggregate principal
            amount of the Debt secured by Liens permitted by this clause (iv)
            shall not exceed the amount permitted under Section 5.02(b)(iii)(A);

                  (v) Liens arising in connection with Capitalized Leases
            permitted under Section 5.02(b)(iii)(B), provided that no such Lien
            shall extend to or cover any Collateral or assets other than the
            assets subject to such Capitalized Leases;

                  (vi) Liens on property of a Person existing at the time such
            Person is acquired by, merged into or consolidated with any Loan
            Party or any Subsidiary of any Loan Party or becomes a Subsidiary of
            any Loan Party, provided that such Liens were not created in
            contemplation of such merger, consolidation or acquisition and do
            not extend to any assets other than those of the Person so merged
            into or consolidated with such Loan Party or such Subsidiary or
            acquired by such Loan Party or such Subsidiary;

                  (vii) Liens securing Non-Recourse Debt permitted under Section
            5.02(b)(iii)(E), provided that no such Lien shall extend to or cover
            any Borrowing Base Assets, Intellectual Property Asset or other
            Collateral; and

                  (viii) the replacement, extension or renewal of any Lien
            permitted by clause (iii) above upon or in the same property
            theretofore subject thereto or the replacement, extension,
            refunding, refinancing or renewal (without increase in the amount or
            change in any direct or contingent obligor unless such increase in
            the Debt secured by such Lien or such change in the obligor is
            otherwise permitted under this Agreement) of the Debt secured
            thereby.

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            (b) Debt. Create, incur, assume or suffer to exist, or permit any of
      its Subsidiaries to create, incur, assume or suffer to exist, any Debt,
      except:

                  (i) Debt under the Loan Documents;

                  (ii) in the case of any Loan Party or any Subsidiary of a Loan
            Party, Debt owed to any other Loan Party or any wholly-owned
            Subsidiary of any Loan Party (other than an Excluded Subsidiary),
            provided that, in each case, such Debt (y) shall be on terms
            reasonably acceptable to the Administrative Agent and (z) shall be
            evidenced by promissory notes in form and substance reasonably
            satisfactory to the Administrative Agent, which promissory notes
            shall (unless payable to the Borrower) by their terms be
            subordinated to the Obligations of the Loan Parties under the Loan
            Documents;

                  (iii) in the case of each Loan Party (other than the Parent
            Guarantor) and its Subsidiaries,

                        (A) Debt secured by Liens permitted by Section
                  5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any
                  time outstanding,

                        (B) (1) Capitalized Leases not to exceed in the
                  aggregate $10,000,000 at any time outstanding, and (2) in the
                  case of Capitalized Leases to which any Subsidiary of a Loan
                  Party is a party, Debt of such Loan Party of the type
                  described in clause (i) of the definition of "DEBT"
                  guaranteeing the Obligations of such Subsidiary under such
                  Capitalized Leases,

                        (C) the Surviving Debt described on Schedule 4.01(o)
                  hereto and any Refinancing Debt with respect to such Surviving
                  Debt,

                        (D) Debt in respect of Hedge Agreements entered into by
                  the Borrower and designed to hedge against fluctuations in
                  interest rates or foreign exchange rates incurred as required
                  by this Agreement or incurred in the ordinary course of
                  business and consistent with prudent business practices, and

                        (E) Non-Recourse Debt (including, without limitation,
                  the JV Pro Rata Share of Non-Recourse Debt of any Joint
                  Venture (other than an Excluded Joint Venture)) in respect of
                  Assets other than Borrowing Base Assets, the incurrence of
                  which would not result in a Default under Section 5.04 or any
                  other provision of this Agreement;

                  (iv) in the case of the Parent Guarantor and the applicable
            Property-Level Subsidiaries with respect to the Assets referred to,
            Debt incurred in connection with (A) the construction financing of
            the Williamsburg Asset in principal amount not to exceed
            $40,000,000, (B) the construction financing of the Scotrun Asset in
            principal amount not to exceed $63,600,000, (C) the construction
            financing of other Development Assets and (D) ground leases,
            provided that the present value of the lease payments due under all
            such leases (which present value shall be determined in accordance
            with GAAP) shall not at any time exceed $15,000,000 in the
            aggregate.

                  (v) in the case of the Parent Guarantor and the Borrower, Debt
            under Customary Carve-Out Agreements;

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                  (vi) in the case of the Parent Guarantor, a recourse guaranty
            of a $29,500,000 mortgage loan encumbering the Sheboygan Asset for a
            period not to exceed 270 days after the Closing Date;

                  (vii) endorsement of negotiable instruments for deposit or
            collection or similar transactions in the ordinary course of
            business; and

                  (viii) any other Debt not to exceed $5,000,000 which is not
            secured by a Lien on any Borrowing Base Asset.

            Without limitation of the foregoing provisions of this Section
      5.02(b), no Loan Party shall at any time incur Debt for Borrowed Money for
      which the Borrower has personal or recourse liability (exclusive of
      liability under Customary Carve-Out Agreements) with respect to which such
      Loan Party shall be required to implement or maintain a cash management
      system, a so-called "cash sweep", or one or more cash concentration
      accounts or lockbox accounts with respect to the any rents, income,
      revenue or other receipts from any Assets prior to the Company Debt
      Service Ratio being less than or equal to 1.20:1.00.

            (c) Change in Nature of Business. Make, or permit any of its
      Subsidiaries to make, any material change in the nature of its business as
      carried on at the date hereof; or engage in, or permit any of its
      Subsidiaries to engage in, any business other than ownership, development,
      licensing and management of Resort Assets in the United States and Canada
      consistent in quality with the Resort Assets presently owned by the
      Borrower and its Subsidiaries, and other business activities incidental
      thereto, except to the extent such party may make Investments permitted
      under Section 5.02(f)(iv)(C) and operate such business as may be
      incidental thereto.

            (d) Mergers, Etc. Merge or consolidate with or into, or convey,
      transfer (except as permitted by Section 5.02(e)), lease or otherwise
      dispose of (whether in one transaction or in a series of transactions) all
      or substantially all of its assets (whether now owned or hereafter
      acquired) to, any Person, or permit any of its Subsidiaries to do so;
      provided, however, that (i) any Subsidiary of a Loan Party may merge or
      consolidate with or into, or dispose of assets to, any other Subsidiary of
      such Loan Party (provided that if one or more of such Subsidiaries is also
      a Loan Party, a Loan Party shall be the surviving entity) or any other
      Loan Party other than the Parent Guarantor (provided that such Loan Party
      or, in the case of any Loan Party other than the Borrower, another Loan
      Party shall be the surviving entity), and (ii) any Loan Party may merge
      with any Person that is not a Loan Party so long as such Loan Party is the
      surviving entity or (except in the case of a merger with the Borrower,
      which shall always be the Surviving Entity) such other Person is the
      surviving party and shall promptly become a Loan Party, provided, in each
      case, that no Default shall have occurred and be continuing at the time of
      such proposed transaction or would result therefrom. Notwithstanding any
      other provision of this Agreement, (y) any Subsidiary of a Loan Party
      (other than the Borrower and any Subsidiary that is a direct owner of a
      Borrowing Base Asset) may liquidate or dissolve if the Borrower determines
      in good faith that such liquidation or dissolution is in the best
      interests of the Borrower and the assets or proceeds from the liquidation
      or dissolution of such Subsidiary are transferred to the Borrower or a
      Guarantor, provided that no Default or Event of Default shall have
      occurred and be continuing at the time of such proposed transaction or
      would result therefrom, and (z) any Loan Party or Subsidiary of a Loan
      Party shall be permitted to effect any Transfer of Assets through the sale
      of direct or indirect Equity Interests in the Subsidiary of such Loan
      Party that owns such Assets so long as Section 5.02(e) would otherwise
      permit the Transfer of all Assets owned by such Subsidiary at the time of
      such sale of Equity Interests. Upon the sale or transfer of Equity
      Interests in any Subsidiary or Subsidiaries of a Loan Party permitted
      under clause (z) above, the

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      Administrative Agent shall, upon the request of the Borrower, release such
      Subsidiary or Subsidiaries from the Guaranty.

            (e) Sales, Etc. of Assets. (i) In the case of the Parent Guarantor,
      sell, lease, transfer or otherwise dispose of, or grant any option or
      other right to purchase, lease or otherwise acquire any assets and (ii) in
      the case of the Loan Parties (other than the Parent Guarantor), sell,
      lease (other than by entering into Tenancy Leases), transfer or otherwise
      dispose of, or grant any option or other right to purchase, lease (other
      than any option or other right to enter into Tenancy Leases) or otherwise
      acquire, or permit any of its Subsidiaries to sell, lease, transfer or
      otherwise dispose of, or grant any option or other right to purchase,
      lease or otherwise acquire (each action described in clause (ii) of this
      subsection (e) being a "TRANSFER"), any Asset or Assets (or any direct or
      indirect Equity Interests in the owner thereof) other than the following
      Transfers, which shall be permitted hereunder only so long as no Default
      or Event of Default shall exist or would result therefrom:

                  (A) the Transfer of any Asset or Assets that are not Borrowing
            Base Assets from any Loan Party to another Loan Party (other than
            the Parent Guarantor) or from a Subsidiary of a Loan Party to
            another Subsidiary of such Loan Party or any other Loan Party (other
            than the Parent Guarantor),

                  (B) the Transfer of any Asset or Assets that are not Borrowing
            Base Assets to any Person that is not a Loan Party, provided that
            the Transfer satisfies the following requirements: (1) the purchase
            price paid to the applicable Loan Party for such Asset or Assets
            shall not be less than the fair market value of such Asset or Assets
            at the time of such sale, (2) at least 75% of the purchase price
            paid for such Asset or Assets shall be paid to the applicable Loan
            Party solely in cash, and (3) if the sales proceeds from any such
            Transfer are in excess of $1,000,000, net of expenses incurred and
            any Debt of the Parent Guarantor or any of its Subsidiaries required
            to be repaid in connection with such Transfer (the "NET ASSET SALES
            PROCEEDS"), and such Net Asset Sales Proceeds shall not be
            reinvested as permitted under Section 5.02(f) (including without
            limitation clauses (iii) and (iv) thereof) or used to repay Debt of
            the Parent Guarantor or any of its Subsidiaries within 12 months
            after the date of such Transfer, then the Borrower shall apply any
            such unreinvested Net Asset Sales Proceeds to prepay the
            Obligations, or

                  (C) the Transfer of (1) obsolete or worn out FF&E in the
            ordinary course of business or (2) inventory in the ordinary course
            of business, which FF&E or inventory, as the case may be, is used or
            held in connection with a Borrowing Base Asset.

            (f) Investments. Make or hold, or permit any of its Subsidiaries to
      make or hold, any Investment other than:

                  (i) Investments by the Loan Parties and their Subsidiaries in
            their Subsidiaries outstanding on the date hereof and additional
            Investments in wholly-owned Subsidiaries and, in the case of the
            Loan Parties (other than the Parent Guarantor) and their
            Subsidiaries (and Joint Ventures in which such Loan Parties and
            Subsidiaries hold any direct or indirect interest), Investments in
            Assets (including by asset or Equity Interest acquisitions or
            investments in Joint Ventures), in each case subject, where
            applicable, to the limitations set forth in Section 5.02(f)(iv);

                  (ii) Investments in Cash Equivalents;

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                  (iii) Investments consisting of intercompany Debt permitted or
            required under Section 5.02(b)(ii);

                  (iv) Investments consisting of the following items so long as
            the aggregate amount of each of the following items of Investments
            does not exceed the specified percentage of Consolidated total
            assets of the Parent Guarantor and its Subsidiaries, as determined
            in accordance with GAAP, set forth below:

                        (A) unimproved land, so long as the aggregate amount of
                  such Investments, calculated on the basis of cost, does not at
                  the time of the Investment exceed 10.0% of Consolidated total
                  assets of the Parent Guarantor and its Subsidiaries, as
                  determined in accordance with GAAP, at such time,

                        (B) Development Assets that are being constructed or
                  developed as Resort Assets, but are not yet completed
                  (including such assets that such Person has contracted to
                  purchase for development with or without options to terminate
                  the purchase agreement), so long as:

                              (1) the aggregate amount of such Investment,
                        calculated on the basis of the actual cost as and when
                        made shall not at the time of the Investment exceed
                        25.0% of Consolidated total assets of the Parent
                        Guarantor and its Subsidiaries, as determined in
                        accordance with GAAP, at such time,

                              (2) total expenditures for construction or
                        development work on all Development Assets (other than
                        the Williamsburg Asset and the Scotrun Asset),
                        calculated on the basis of budgeted cost, shall not
                        exceed $200,000,000 during the 12 month period
                        commencing on the first day of the calendar month
                        immediately following the relevant date of
                        determination, and

                              (3) prior to commencement of any material
                        construction or development work on any such Development
                        Asset, the Borrower shall have provided the
                        Administrative Agent with (x) for informational purposes
                        only, a line-item construction budget in form and detail
                        reasonably satisfactory to the Administrative Agent, and
                        (y) evidence reasonably satisfactory to the
                        Administrative Agent of the availability of funds
                        sufficient to complete such construction or development
                        (which evidence may consist of (I) a construction
                        financing commitment letter executed and delivered by a
                        third party construction lender or (II) the availability
                        of Borrowings sufficient in amount under this Facility)
                        or (III) the availability of other funds of the Loan
                        Parties.

                        (C) Investments unrelated to the acquisition,
                  development or improvement of Resort Assets so long as the
                  aggregate amount of such Investments outstanding does not, at
                  any time, exceed 5.0% of Consolidated total assets of the
                  Parent Guarantor and its Subsidiaries, calculated on the basis
                  of cost, as determined in accordance with GAAP, at such time;
                  and

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                  (v) Investments outstanding on the date hereof in Subsidiaries
            that are Excluded Subsidiaries or Subsidiaries that are not
            wholly-owned Subsidiaries of any Loan Party;

                  (vi) Investments by the Borrower in Hedge Agreements permitted
            under Section 5.02(b)(iii)(D);

                  (vii) Investments consisting of loans (or other extensions of
            credit) to executive officers of the Borrower, which Investments
            shall not exceed, at any time, $1,000,000; and

                  (viii) Investments consisting of purchase money loans to the
            extent permitted under Section 5.02(e)(ii)(B).

            (g) Restricted Payments. In the case of the Parent Guarantor,
      without the prior consent of the Required Lender Parties, declare or pay
      any dividends, purchase, redeem, retire, defease or otherwise acquire for
      value any of its Equity Interests now or hereafter outstanding, return any
      capital to its stockholders, partners or members (or the equivalent
      Persons thereof) as such, make any distribution of assets, Equity
      Interests, obligations or securities to its stockholders, partners or
      members (or the equivalent Persons thereof) as such.

            (h) Amendments of Constitutive Documents. Amend, or permit any of
      its Subsidiaries to amend, in each case in any material respect, its
      limited liability company agreement, certificate of incorporation or
      bylaws or other constitutive documents, provided that any amendment to any
      such constitutive document that would be adverse to any of the Secured
      Parties shall be deemed "material" for purposes of this Section, provided
      further that any amendment to any such constitutive document shall be
      deemed "not material" for purposes of this Section if such amendment (i)
      would designate such Subsidiary as a "special purpose entity" or otherwise
      confirm such Subsidiary's status as a "special purpose entity" or (ii) was
      entered into for the sole purpose of admitting a limited partner and
      setting the terms of such limited partner's admission under the Borrower's
      partnership agreement and such admission would not constitute a Change of
      Control.

            (i) Accounting Changes. Make or permit, or permit any of its
      Subsidiaries to make or permit, any change in (i) accounting policies or
      reporting practices, except as required or permitted by generally accepted
      accounting principles, or (ii) Fiscal Year.

            (j) Speculative Transactions. Engage, or permit any of its
      Subsidiaries to engage, in any transaction involving commodity options or
      futures contracts or any similar speculative transactions.

            (k) Payment Restrictions Affecting Subsidiaries. Directly or
      indirectly, enter into or suffer to exist, or permit any of its
      Subsidiaries to enter into or suffer to exist, any agreement or
      arrangement limiting the ability of any of its Subsidiaries to declare or
      pay dividends or other distributions in respect of its Equity Interests or
      repay or prepay any Debt owed to, make loans or advances to, or otherwise
      transfer assets to or invest in, the Borrower or any Subsidiary of the
      Borrower (whether through a covenant restricting dividends, loans, asset
      transfers or investments, a financial covenant or otherwise), except (i)
      the Loan Documents, (ii) any agreement or instrument evidencing Surviving
      Debt or any Refinancing Debt in respect thereof, (iii) any agreement in
      effect at the time such Subsidiary becomes a Subsidiary of the Borrower,
      so long as

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      such agreement was not entered into solely in contemplation of such Person
      becoming a Subsidiary of the Borrower, and (iv) any Excluded Subsidiary
      Agreement.

            (l) Amendment, Etc. of Material Contracts. Cancel or terminate any
      Material Contract or consent to or accept any cancellation or termination
      thereof, amend or otherwise modify any Material Contract or give any
      consent, waiver or approval thereunder, waive any default under or breach
      of any Material Contract, agree in any manner to any other amendment,
      modification or change of any term or condition of any Material Contract
      or take any other action in connection with any Material Contract that
      would impair the value of the interest or rights of any Loan Party
      thereunder or that would impair or otherwise adversely affect the interest
      or rights of the Administrative Agent or any Lender Party, or permit any
      of its Subsidiaries to do any of the foregoing, in each case in a manner
      that could reasonably be expected to have a Material Adverse Effect, in
      each case taking into account the effect of any agreements that supplement
      or serve to substitute for, in whole or in part, such Material Contract.

            (m) Negative Pledge. Enter into or suffer to exist, or permit any of
      its Subsidiaries to enter into or suffer to exist, any agreement
      prohibiting or conditioning the creation or assumption of any Lien upon
      any of its property or assets (including, without limitation, any
      Borrowing Base Assets), except (i) pursuant to the Loan Documents, (ii)
      pursuant to any Excluded Subsidiary Agreement entered into in connection
      with any Non-Recourse Debt permitted under Section 5.02(b)(iii)(E) or
      (iii) in connection with (A) any Surviving Debt and any Refinancing Debt
      in respect thereof, provided that the terms of any such Debt, and of any
      agreement entered into and of any instrument issued in connection
      therewith, do not provide for any Lien on any Borrowing Base Assets and
      are otherwise permitted by the Loan Documents, (B) any purchase money Debt
      permitted under Section 5.02(b)(iii)(A) solely to the extent that the
      agreement or instrument governing such Debt prohibits a Lien on the
      property acquired with the proceeds of such Debt, (C) any Capitalized
      Lease permitted by Section 5.02(b)(iii)(B) solely to the extent that such
      Capitalized Lease prohibits a Lien on the property subject thereto, or (D)
      any Debt outstanding on the date any Subsidiary of the Borrower becomes
      such a Subsidiary (so long as such agreement was not entered into solely
      in contemplation of such Subsidiary becoming a Subsidiary of the
      Borrower).

            (n) Parent Guarantor as Holding Company. In the case of the Parent
      Guarantor, not enter into or conduct any business, or engage in any
      activity (including, without limitation, any action or transaction that is
      required or restricted with respect to the Borrower and its Subsidiaries
      under Sections 5.01 and 5.02 without regard to any of the enumerated
      exceptions to such covenants), other than (i) the holding of the Equity
      Interests of the Borrower; (ii) the performance of its duties as sole
      member of the OP General Partner; (iii) the performance of its Obligations
      (subject to the limitations set forth in the Loan Documents) under each
      Loan Document to which it is a party; (iv) the making of equity or
      subordinate debt Investments in the Borrower and its Subsidiaries; and (v)
      activities incidental to each of the foregoing.

            (o) Excluded Subsidiaries. Enter into or suffer to exist, or permit
      any Excluded Subsidiary to enter into or suffer to exist, any agreement
      prohibiting or conditioning (i) the guaranty by such Excluded Subsidiary
      of the Obligations of the Loan Parties under the Loan Documents or (ii)
      the creation or assumption of any Lien upon any of such Excluded
      Subsidiary's property or assets, except (x) as would be permitted under
      Section 5.02(m), (y) pursuant to an Excluded Subsidiary Agreement in
      effect on the later of the Effective Date and the date on which such
      Excluded Subsidiary becomes a Subsidiary of such Loan Party or (z) in
      connection with the incurrence by such Excluded Subsidiary of Non-Recourse
      Debt permitted under Section 5.02(b)(iii)(E).

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            SECTION 5.03. Reporting Requirements. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, the Borrower will furnish to the Administrative Agent for
transmission to the Lender Parties in accordance with Section 9.02(b):

            (a) Default Notice. As soon as possible and in any event within two
      days after Borrower obtains knowledge of each Default or any event,
      development or occurrence reasonably likely to have a Material Adverse
      Effect continuing on the date of such statement, a statement of a
      Responsible Officer of the Parent Guarantor setting forth details of such
      Default or such event, development or occurrence and the action that the
      Parent Guarantor has taken and proposes to take with respect thereto.

            (b) Annual Financials. As soon as available and in any event within
      90 days after the end of each Fiscal Year, a copy of the annual audit
      report for such year for the Parent Guarantor and its Subsidiaries,
      including therein Consolidated balance sheets of the Parent Guarantor and
      its Subsidiaries as of the end of such Fiscal Year and Consolidated
      statements of income and a Consolidated statement of cash flows of the
      Parent Guarantor and its Subsidiaries for such Fiscal Year (it being
      acknowledged that a copy of the annual audit report filed by the Parent
      Guarantor with the Securities and Exchange Commission shall satisfy the
      foregoing requirements), in each case accompanied by an opinion acceptable
      to the Required Lenders of Deloitte & Touche LLP or other independent
      public accountants of recognized standing acceptable to the Required
      Lenders, together with (i) a certificate of such accounting firm to the
      Lender Parties stating that in the course of the regular audit of the
      business of the Parent and its Subsidiaries, which audit was conducted by
      such accounting firm in accordance with generally accepted auditing
      standards, such accounting firm has obtained no knowledge of
      non-compliance with any of the covenants contained in Section 5.04, (ii) a
      schedule in form satisfactory to the Administrative Agent of the
      computations used by such accountants in determining, as of the end of
      such Fiscal Year, compliance with the covenants contained in Section 5.04,
      provided that in the event of any change in GAAP used in the preparation
      of such financial statements, the Parent shall also provide, if necessary
      for the determination of compliance with Section 5.04, a statement of
      reconciliation conforming such financial statements to GAAP and (iii) a
      certificate of a Responsible Officer of the Parent Guarantor stating that
      no Default has occurred and is continuing or, if a default has occurred
      and is continuing, a statement as to the nature thereof and the action
      that the Parent Guarantor has taken and proposes to take with respect
      thereto.

            (c) Quarterly Financials. As soon as available and in any event
      within 45 days after the end of each of the first three quarters of each
      Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its
      Subsidiaries as of the end of such quarter and Consolidated statements of
      income and a Consolidated statement of cash flows of the Parent Guarantor
      and its Subsidiaries for the period commencing at the end of the previous
      fiscal quarter and ending with the end of such fiscal quarter and
      Consolidated statements of income and a Consolidated statement of cash
      flows of the Parent Guarantor and its Subsidiaries for the period
      commencing at the end of the previous Fiscal Year and ending with the end
      of such quarter, setting forth in each case in comparative form the
      corresponding figures for the corresponding date or period of the
      preceding Fiscal Year, all in reasonable detail and duly certified
      (subject to normal year-end audit adjustments) by the Chief Executive
      Officer, Chief Financial Officer or Treasurer (or person performing
      similar functions) of the Parent Guarantor as having been prepared in
      accordance with GAAP (it being acknowledged that a copy of the quarterly
      financials filed by the Parent Guarantor with the Securities and Exchange
      Commission shall satisfy the foregoing requirements), together with (i) a
      certificate of said officer stating that no Default has occurred and is
      continuing or, if a Default has occurred and is continuing, a statement as
      to the nature

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      thereof and the action that the Parent Guarantor has taken and proposes to
      take with respect thereto and (ii) a schedule in form satisfactory to the
      Administrative Agent of the computations used by the Parent Guarantor in
      determining compliance with the covenants contained in Section 5.04,
      provided that in the event of any change in GAAP used in the preparation
      of such financial statements, the Parent Guarantor shall also provide, if
      necessary for the determination of compliance with Section 5.04, a
      statement of reconciliation conforming such financial statements to GAAP.

            (d) Borrowing Base Certificate. As soon as available and in any
      event within 25 days after the end of each calendar month, a Borrowing
      Base Certificate, as at the end of such month, certified by a Responsible
      Officer of the Parent Guarantor.

            (e) Borrowing Base Financials. As soon as available and in any event
      within 25 days after the end of each calendar month, financial information
      in respect of all Borrowing Base Assets, in form and detail satisfactory
      to the Administrative Agent.

            (f) Annual Budgets. As soon as available and in any event no later
      than 45 days after the end of each Fiscal Year, forecasts prepared by
      management of the Parent Guarantor, in form satisfactory to the
      Administrative Agent, of balance sheets, income statements and cash flow
      statements on a quarterly basis for the then current Fiscal Year and on an
      annual basis for each Fiscal Year thereafter until the Termination Date.

            (g) Material Litigation. Promptly after the commencement thereof,
      notice of all actions, suits, investigations, litigation and proceedings
      before any court or governmental department, commission, board, bureau,
      agency or instrumentality, domestic or foreign, affecting any Loan Party
      or any of its Subsidiaries of the type described in Section 4.01(f), and
      promptly after the occurrence thereof, notice of any material adverse
      change in the status or the financial effect on any Loan Party or any of
      its Subsidiaries of the Disclosed Litigation from that described on
      Schedule 4.01(f) hereto.

            (h) Securities Reports. Promptly after the sending or filing
      thereof, copies of all proxy statements, financial statements and reports
      that any Loan Party or any of its Subsidiaries sends to the holders of its
      Equity Interests, and copies of all regular, periodic and special reports,
      and all registration statements, that any Loan Party or any of its
      Subsidiaries files with the Securities and Exchange Commission or any
      governmental authority that may be substituted therefor, or with any
      national securities exchange.

            (i) Real Property. As soon as available and in any event within 90
      days after the end of each Fiscal Year, a report (A) supplementing
      Schedules 4.01(q) and 4.01(r) hereto, including an identification of all
      owned and leased real property disposed of by any Loan Party or any of its
      Subsidiaries during such Fiscal Year, a list and description (including
      the street address, county or other relevant jurisdiction, state, record
      owner, book value thereof and, in the case of leases of property, lessor,
      lessee, expiration date and annual rental cost thereof) of all Real
      Property acquired or leased by any Loan Party or any of its Subsidiaries
      during such Fiscal Year and a description of such other changes in the
      information included in such Schedules as may be necessary for such
      Schedules to be accurate and complete and (B) listing and describing all
      Joint Venture Assets in which a direct or indirect Investment has been
      made by a Loan Party (which description shall include including the street
      address and state in which any real property owned or leased by the Joint
      Venture is located, record owner and book value of each such Joint Venture
      Asset, and such other information as the Administrative Agent shall
      reasonably require).

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            (j) Environmental Conditions. Give notice in writing to the
      Administrative Agent (i) promptly upon obtaining knowledge of any material
      violation of any Environmental Law affecting any Asset or the operations
      thereof or the operations of any of its Subsidiaries, (ii) promptly upon
      obtaining knowledge of any known release, discharge or disposal of any
      Hazardous Materials at, from, or into any Asset which it reports in
      writing or is legally required to report in writing to any governmental
      authority and which is material in amount or nature or which could
      materially adversely affect the value of such Asset, (iii) promptly upon
      its receipt of any written notice relating to any Asset or the operations
      thereof or the operations of any Loan Party of material violation of any
      Environmental Laws or of any material release, discharge or disposal of
      Hazardous Materials in violation of any Environmental Laws or any matter
      that could result in an Environmental Action, including a notice or claim
      of liability or potential responsibility from any third party (including
      without limitation any federal, state or local governmental officials) and
      including notice of any formal inquiry, proceeding, demand, investigation
      or other action with regard to (A) such Loan Party's or any other Person's
      operation of any Asset in compliance with Environmental Laws, (B)
      Hazardous Materials contamination on, from or into any Asset, or (C)
      investigation or remediation of off-site locations at which such Loan
      Party or any of its predecessors are alleged to have directly or
      indirectly disposed of Hazardous Materials, or (iv) upon such Loan Party's
      obtaining knowledge that any expense or loss has been incurred by such
      governmental authority in connection with the assessment, containment,
      removal or remediation of any Hazardous Materials with respect to which
      such Loan Party or any Joint Venture could reasonably be expected to incur
      material liability or for which a Lien may be imposed on any Asset,
      provided that notice is required only for any of the events described in
      clauses (i) through (iv) above that could reasonably be expected to have a
      Material Adverse Effect, could reasonably be expected to result in a
      material Environmental Action with respect to any Borrowing Base Asset or
      could reasonably be expected to result in a Lien against any Borrowing
      Base Asset.

            (k) Borrowing Base Asset Value. Promptly after discovery of any
      setoff, claim or withholdings asserted or effected against any Loan Party
      or assets of any Loan Party, which (i) would have a material adverse
      effect on the value of a Borrowing Base Asset, (ii) would have a Material
      Adverse Effect or (iii) with respect to any Borrowing Base Asset, would
      constitute a Lien which is not a Permitted Lien, provide the
      Administrative Agent with notice thereof.

            (l) Compliance with Borrowing Base Asset Conditions. Promptly after
      obtaining actual knowledge of any condition or event which causes any of
      the Borrowing Base Assets to no longer comply with the requirements set
      forth in the definition of Borrowing Base Conditions, provide the
      Administrative Agent with notice thereof.

            (m) Appraisals. With respect to each Borrowing Base Asset, promptly
      upon the written request of the Administrative Agent, but not more
      frequently that once annually, cause to be prepared and delivered to the
      Administrative Agent an Appraisal of the Borrowing Base Assets that are
      the subject to the Administrative Agent's request.

            (n) Other Information. Promptly, such other information respecting
      the business, condition (financial or otherwise), operations, performance,
      properties or prospects of any Loan Party or any of its Subsidiaries as
      the Administrative Agent, or any Lender Party through the Administrative
      Agent, may from time to time reasonably request.

            SECTION 5.04. Financial Covenants. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be

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outstanding or any Lender Party shall have, at any time after the Initial
Extension of Credit, any Commitment hereunder, the Parent Guarantor will:

            (a) Parent Guarantor Financial Covenants.

                  (i) Maximum Leverage Ratio: Maintain (A) at the end of each
            fiscal quarter of the Parent Guarantor ending during any of the
            periods set forth below and (B) on the date of each Advance (both
            before and after giving effect to such Advance) occurring during any
            of the periods indicated below, and (C) on the date of each issuance
            or renewal of any Letter of Credit occurring during any of the
            periods indicated below, a Leverage Ratio of less than the
            correlative ratio indicated:

<TABLE>
<CAPTION>
         PERIOD                LEVERAGE RATIO
------------------------       --------------
<S>                            <C>
9/30/04 through 12/31/05         5.75:1.00

1/1/06 through 12/31/06          5.50:1.00

 1/1/07 and thereafter           5.25:1.00
</TABLE>

                  (ii) Minimum Tangible Net Worth: Maintain at all times
            tangible net worth of the Parent Guarantor and its Subsidiaries, as
            determined in accordance with GAAP, of not less than the sum of
            $120,000,000.00 plus an amount equal to 75% times the net cash
            proceeds of all issuances and primary sales of Equity Interests of
            the Parent Guarantor or any of its Subsidiaries consummated
            following the Closing Date.

                  (iii) Minimum Interest Coverage Ratio. Maintain (A) at the end
            of each fiscal quarter of the Parent Guarantor ending during any of
            the periods set forth below and (B) on the date of each Advance
            (both before and after giving effect to such Advance) occurring
            during any of the periods indicated below, and (C) on the date of
            each issuance or renewal of any Letter of Credit occurring during
            any of the periods indicated below, an Interest Coverage Ratio of
            not less than the correlative ratio indicated:

<TABLE>
<CAPTION>
                                  INTEREST
         PERIOD                COVERAGE RATIO
------------------------       --------------
<S>                            <C>
9/30/04 through 12/31/05         2.00:1.00

1/1/06 through 12/31/06          2.25:1.00

 1/1/07 and thereafter           2.50:1.00
</TABLE>

                  (iv) Minimum Fixed Charge Coverage Ratio. Maintain (A) at the
            end of each fiscal quarter of the Parent Guarantor ending during any
            of the periods set forth below and (B) on the date of each Advance
            (both before and after giving effect to such Advance) occurring
            during any of the periods indicated below, and (C) on the date of
            each issuance or renewal of any Letter of Credit occurring during
            any of the periods

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                                       72
<PAGE>

            indicated below, a Fixed Charge Coverage Ratio of not less than the
            correlative ratio indicated:

<TABLE>
<CAPTION>
                                FIXED CHARGE
         PERIOD                COVERAGE RATIO
------------------------       --------------
<S>                            <C>
9/30/04 through 12/31/05         1.50:1.00

1/1/06 through 12/31/06          1.75:1.00

 1/1/07 and thereafter           2.00:1.00
</TABLE>

            (b) Borrowing Base Financial Covenants.

                  (i) Maximum Facility Exposure to Borrowing Base Asset Value:
            Not permit at any time the Facility Exposure at such time to exceed
            the Total Loan Value at such time.

                  (ii) Minimum Borrowing Base Debt Service Coverage Ratio:
            Maintain (A) at the end of each fiscal quarter of the Parent
            Guarantor ending during any of the periods set forth below and (B)
            on the date of each Advance (both before and after giving effect to
            such Advance) and (C) on the date of each issuance or renewal of any
            Letter of Credit, a Borrowing Base Debt Service Coverage Ratio of
            not less than 2.00:1.00.

                  (iii) Minimum Borrowing Base Net Operating Income. Maintain at
            all times, for the Borrowing Base Assets in the aggregate, Adjusted
            Net Operating Income of not less than $11,000,000.

      All calculations described above in Sections 5.04(a) and 5.04(b) which
pertain to the fiscal quarters of the Parent Guarantor ending on or prior to
December 31, 2004 shall be made on a pro forma basis, including to give effect
to the IPO and the Formation Transactions. To the extent any calculations
described in Sections 5.04(a) or 5.04(b) are required to be made on any date of
determination other than the last day of a fiscal quarter of the Parent
Guarantor, such calculations shall be made on a pro forma basis to account for
any acquisitions or dispositions of Assets, and the incurrence or repayment of
any Debt for Borrowed Money relating to such Assets, that have occurred since
the last day of the fiscal quarter of the Parent Guarantor most recently ended.
To the extent any calculations described in Sections 5.04(a)(i), (iii) or (iv)
are required to be made on any date of determination that falls after a date on
which the relevant correlative ratio changes value but prior to the date on
which the relevant financial statements (relating to the fiscal quarter then
most recently ended) have been delivered (or, if earlier, the date on which such
financial statements are required to be delivered hereunder), the applicable
ratio shall be the relevant correlative ratio immediately prior to its change in
value. All such calculations shall be reasonably acceptable to the
Administrative Agent.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

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<PAGE>

            (a) Failure to Make Payments When Due. (i) The Borrower shall fail
      to pay any principal of any Advance when the same shall become due and
      payable or (ii) the Borrower shall fail to pay any interest on any
      Advance, or any Loan Party shall fail to make any other payment under any
      Loan Document, in each case under this clause (ii) within three Business
      Days after the same becomes due and payable; or

            (b) Breach of Representations and Warranties. Any representation or
      warranty made by any Loan Party (or any of its officers or the officers of
      its general partner or managing member, as applicable) under or in
      connection with any Loan Document shall prove to have been incorrect in
      any material respect when made; or

            (c) Breach of Certain Covenants. The Borrower shall fail to perform
      or observe any term, covenant or agreement contained in Section 2.14,
      5.01(d), (e), (f), (i), (j), (n), (o), (p) or (q), 5.02, 5.03 or 5.04; or

            (d) Other Defaults under Loan Documents. Any Loan Party shall fail
      to perform or observe any other term, covenant or agreement contained in
      any Loan Document on its part to be performed or observed if such failure
      shall remain unremedied for 30 days after the earlier of the date on which
      (i) a Responsible Officer becomes aware of such failure or (ii) written
      notice thereof shall have been given to the Borrower by the Administrative
      Agent or any Lender Party; or

            (e) Cross Defaults. (i) Any Loan Party or any of its Subsidiaries
      shall fail to pay any principal of, premium or interest on or any other
      amount payable in respect of any Material Debt when the same becomes due
      and payable (whether by scheduled maturity, required prepayment,
      acceleration, demand or otherwise) and such failure continues beyond any
      applicable notice and grace period; or (ii) any other event shall occur or
      condition shall exist under any agreement or instrument relating to any
      such Material Debt, if (A) the effect of such event or condition is to
      permit the acceleration of the maturity of such Material Debt or otherwise
      permit the holders thereof to cause such Material Debt to mature, and (B)
      such event or condition shall remain unremedied or otherwise uncured for a
      period of 30 days or such longer notice or grace period as may be
      applicable; or (iii) the maturity of any such Material Debt shall be
      accelerated or any such Material Debt shall be declared to be due and
      payable or required to be prepaid or redeemed (other than by a regularly
      scheduled required prepayment or redemption), purchased or defeased, or an
      offer to prepay, redeem, purchase or defease such Material Debt shall be
      required to be made, in each case prior to the stated maturity thereof; or

            (f) Insolvency Events. Any Loan Party or any of its Subsidiaries
      shall generally not pay its debts as such debts become due, or shall admit
      in writing its inability to pay its debts generally, or shall make a
      general assignment for the benefit of creditors; or any proceeding shall
      be instituted by or against any Loan Party or any of its Subsidiaries
      seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
      winding up, reorganization, arrangement, adjustment, protection, relief,
      or composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry of
      an order for relief or the appointment of a receiver, trustee, or other
      similar official for it or for any substantial part of its property and,
      in the case of any such proceeding instituted against it (but not
      instituted by it) that is being diligently contested by it in good faith,
      either such proceeding shall remain undismissed or unstayed for a period
      of 30 days or any of the actions sought in such proceeding (including,
      without limitation, the entry of an order for relief against, or the
      appointment of a receiver, trustee, custodian or other similar official
      for, it or any substantial part of its property)

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                                       74
<PAGE>

      shall occur; or any Loan Party or any of its Subsidiaries shall take any
      corporate action to authorize any of the actions set forth above in this
      subsection (f); or

            (g) Monetary Judgments. Any judgments or orders, either individually
      or in the aggregate, for the payment of money in excess of $10,000,000 (to
      the extent not covered by insurance) shall be rendered against any Loan
      Party or any of its Subsidiaries and either (i) enforcement proceedings
      shall have been commenced by any creditor upon such judgment or order or
      (ii) there shall be any period of 30 consecutive days during which a stay
      of enforcement of such judgment or order, by reason of a pending appeal or
      otherwise, shall not be in effect; provided, however, that any such
      judgment or order shall not give rise to an Event of Default under this
      Section 6.01(g) if and so long as (A) the amount of such judgment or order
      which remains unsatisfied is covered by a valid and binding policy of
      insurance between the respective Loan Party and the insurer covering full
      payment of such unsatisfied amount and (B) such insurer, which shall be
      rated at least "A" by A.M. Best Company, has been notified, and has not
      disputed the claim made for payment, of the amount of such judgment or
      order; or

            (h) Non-Monetary Judgments. Any non-monetary judgment or order shall
      be rendered against any Loan Party or any of its Subsidiaries that could
      reasonably be expected to have a Material Adverse Effect, and there shall
      be any period of 30 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect; or

            (i) Unenforceability of Loan Documents. Any provision of any Loan
      Document after delivery thereof pursuant to Section 3.01 or 5.01(j) shall
      for any reason (other than pursuant to the terms thereof) cease to be
      valid and binding on or enforceable against any Loan Party party to it, or
      any such Loan Party shall so state in writing; or

            (j) Security Failure. Any Collateral Document or financing statement
      after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any
      reason (other than pursuant to the terms thereof) cease to create a valid
      and perfected first priority lien on and security interest in the
      Collateral purported to be covered thereby; or

            (k) Change of Control. A Change of Control shall occur; or

            (l) ERISA Events. (i) Any ERISA Event shall have occurred with
      respect to a Plan and the sum (determined as of the date of occurrence of
      such ERISA Event) of the Insufficiency of such Plan and the Insufficiency
      of any and all other Plans with respect to which an ERISA Event shall have
      occurred and then exist (or the liability of the Loan Parties and the
      ERISA Affiliates related to such ERISA Event) exceeds $10,000,000;

                  (ii) any Loan Party or any ERISA Affiliate shall have been
            notified by the sponsor of a Multiemployer Plan that it has incurred
            Withdrawal Liability to such Multiemployer Plan in an amount that,
            when aggregated with all other amounts required to be paid to
            Multiemployer Plans by the Loan Parties and the ERISA Affiliates as
            Withdrawal Liability (determined as of the date of such
            notification), exceeds $10,000,000 or requires payments exceeding
            $2,000,000 per annum; or

                  (iii) any Loan Party or any ERISA Affiliate shall have been
            notified by the sponsor of a Multiemployer Plan that such
            Multiemployer Plan is in reorganization or is being terminated,
            within the meaning of Title IV of ERISA, and as a result of such
            reorganization or termination the aggregate annual contributions of
            the Loan Parties and

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                                       75
<PAGE>

            the ERISA Affiliates to all Multiemployer Plans that are then in
            reorganization or being terminated have been or will be increased
            over the amounts contributed to such Multiemployer Plans for the
            plan years of such Multiemployer Plans immediately preceding the
            plan year in which such reorganization or termination occurs by an
            amount exceeding $2,000,000;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by an Issuing Bank
or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender
pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit
to be terminated, whereupon the same shall forthwith terminate, and (ii) shall
at the request, or may with the consent, of the Required Lenders, (A) by notice
to the Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to be forthwith due
and payable, whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower, (B) by notice to each party required under the terms of any agreement
in support of which a Letter of Credit is issued, request that all Obligations
under such agreement be declared to be due and payable and (C) by notice to each
Issuing Bank, direct such Issuing Bank to deliver a Default Termination Notice
to the beneficiary of each Letter of Credit issued by it, and each Issuing Bank
shall deliver such Default Termination Notices; provided, however, that in the
event of an actual or deemed entry of an order for relief with respect to the
Borrower under any Bankruptcy Law, (y) the Commitments of each Lender Party and
the obligation of each Lender Party to make Advances (other than Letter of
Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and
Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing
Bank to issue Letters of Credit shall automatically be terminated and (z) the
Notes, all such interest and all such amounts shall automatically become and be
due and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.

            SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent's office designated
in such demand, for deposit in the L/C Cash Collateral Account, an amount equal
to the aggregate Available Amount of all Letters of Credit then outstanding. If
at any time the Administrative Agent or the Issuing Bank determines that any
funds held in the L/C Cash Collateral Account are subject to any right or claim
of any Person other than the Administrative Agent and the Lender Parties with
respect to the Obligations of the Loan Parties under the Loan Documents, or that
the total amount of such funds is less than the aggregate Available Amount of
all Letters of Credit, the Borrower will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent, as the case may be, determines to be free and clear of any
such right and claim. Upon the drawing of any Letter of Credit for which funds
are on deposit in the L/C Cash Collateral Account, such funds shall be applied
to reimburse the relevant Issuing Bank or Lenders, as applicable, to the extent
permitted by applicable law.

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<PAGE>

                                   ARTICLE VII
                                    GUARANTY

            SECTION 7.01. Guaranty; Limitation of Liability. (a) Each Guarantor
hereby absolutely, unconditionally and irrevocably guarantees the punctual
payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all Obligations of the
Borrower and each other Loan Party now or hereafter existing under or in respect
of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the "GUARANTEED
OBLIGATIONS"), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent
or any other Secured Party in enforcing any rights under this Agreement or any
other Loan Document. Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any Secured
Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party. This
Guaranty is a guaranty of payment and not merely of collection.

            (b) Each Guarantor, the Administrative Agent and each other Lender
Party and, by its acceptance of the benefits of this Guaranty, each other
Secured Party, hereby confirms that it is the intention of all such Persons that
this Guaranty and the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty and the
Obligations of each Guarantor hereunder. To effectuate the foregoing intention,
the Guarantors, the Administrative Agent, the other Lender Parties and, by their
acceptance of the benefits of this Guaranty, the other Secured Parties hereby
irrevocably agree that the Obligations of each Guarantor under this Guaranty at
any time shall be limited to the maximum amount as will result in the
Obligations of such Guarantor under this Guaranty not constituting a fraudulent
transfer or conveyance.

            (c) Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Secured Party
under this Guaranty or any other guaranty, such Guarantor will contribute, to
the maximum extent permitted by law, such amounts to each other Guarantor and
each other guarantor so as to maximize the aggregate amount paid to the Secured
Parties under or in respect of the Loan Documents.

            SECTION 7.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
this Agreement and the other Loan Documents, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Administrative Agent or any other Secured Party with
respect thereto. The Obligations of each Guarantor under or in respect of this
Guaranty are independent of the Guaranteed Obligations or any other Obligations
of any other Loan Party under or in respect of this Agreement or the other the
Loan Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Guaranty, irrespective of whether any
action is brought against the Borrower or any other Loan Party or whether the
Borrower or any other Loan Party is joined in any such action or actions. The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:

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<PAGE>

            (a) any lack of validity or enforceability of any Loan Document or
      any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Guaranteed Obligations or any other
      Obligations of any other Loan Party under or in respect of the Loan
      Documents, or any other amendment or waiver of or any consent to departure
      from any Loan Document, including, without limitation, any increase in the
      Guaranteed Obligations resulting from the extension of additional credit
      to the Borrower, any other Loan Party or any of their Subsidiaries or
      otherwise;

            (c) any taking, exchange, release or non-perfection of any
      collateral, or any taking, release or amendment or waiver of, or consent
      to departure from, any other guaranty, for all or any of the Guaranteed
      Obligations;

            (d) any manner of application of collateral, or proceeds thereof, to
      all or any of the Guaranteed Obligations, or any manner of sale or other
      disposition of any collateral for all or any of the Guaranteed Obligations
      or any other Obligations of any Loan Party under the Loan Documents or any
      other assets of any Loan Party or any of its Subsidiaries;

            (e) any change, restructuring or termination of the corporate
      structure or existence of any Loan Party or any of its Subsidiaries;

            (f) any failure of the Administrative Agent or any other Secured
      Party to disclose to any Loan Party any information relating to the
      business, condition (financial or otherwise), operations, performance,
      properties or prospects of any other Loan Party now or hereafter known to
      the Administrative Agent or such other Secured Party (each Guarantor
      waiving any duty on the part of the Administrative Agent and each other
      Secured Party to disclose such information);

            (g) the failure of any other Person to execute or deliver this
      Agreement, any other Loan Document, any Guaranty Supplement or any other
      guaranty or agreement or the release or reduction of liability of any
      Guarantor or other guarantor or surety with respect to the Guaranteed
      Obligations; or

            (h) any other circumstance (including, without limitation, any
      statute of limitations) or any existence of or reliance on any
      representation by the Administrative Agent or any other Secured Party that
      might otherwise constitute a defense available to, or a discharge of, any
      Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

            SECTION 7.03. Waivers and Acknowledgments. (a) Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Administrative Agent or any other Secured Party protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against any Loan Party or any other Person or any collateral.

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<PAGE>

            (b) Each Guarantor hereby unconditionally and irrevocably waives any
right to revoke this Guaranty and acknowledges that this Guaranty is continuing
in nature and applies to all Guaranteed Obligations, whether existing now or in
the future.

            (c) Each Guarantor hereby unconditionally and irrevocably waives (i)
any defense arising by reason of any claim or defense based upon an election of
remedies by the Administrative Agent or any other Secured Party that in any
manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights
of such Guarantor or other rights of such Guarantor to proceed against any of
the other Loan Parties, any other guarantor or any other Person or any
collateral and (iii) any defense based on any right of set-off or counterclaim
against or in respect of the Obligations of such Guarantor hereunder.

            (d) Each Guarantor acknowledges that the Administrative Agent may,
without notice to or demand upon such Guarantor and without affecting the
liability of such Guarantor under this Guaranty, foreclose under any mortgage by
nonjudicial sale, and each Guarantor hereby waives any defense to the recovery
by the Administrative Agent and the other Secured Parties against such Guarantor
of any deficiency after such nonjudicial sale and any defense or benefits that
may be afforded by applicable law.

            (e) Each Guarantor hereby unconditionally and irrevocably waives any
duty on the part of the Administrative Agent or any other Secured Party to
disclose to such Guarantor any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or
prospects of the Borrower, any other Loan Party or any of their Subsidiaries now
or hereafter known by the Administrative Agent or such other Secured Party.

            (f) Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by
this Agreement and the other Loan Documents and that the waivers set forth in
Section 7.02 and this Section 7.03 are knowingly made in contemplation of such
benefits.

            SECTION 7.04. Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Guaranty, this
Agreement or any other Loan Document, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of any Secured Party against the
Borrower, any other Loan Party or any other insider guarantor or any collateral,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Borrower, any other Loan Party or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until all of the Guaranteed Obligations and all other amounts payable under
this Guaranty shall have been paid in full in cash, all Letters of Credit shall
have expired or been terminated, all Secured Hedge Agreements shall have expired
or been terminated and the Commitments shall have expired or been terminated. If
any amount shall be paid to any Guarantor in violation of the immediately
preceding sentence at any time prior to the latest of (a) the payment in full in
cash of the Guaranteed Obligations and all other amounts payable under this
Guaranty, (b) the Termination Date and (c) the latest date of expiration or
termination of all Letters of Credit and all Secured Hedge Agreements, such
amount shall be received and held in trust for the benefit of the Secured
Parties, shall be segregated from other property and funds of such Guarantor and
shall forthwith be paid or delivered to the Administrative Agent in the same
form as so received (with any necessary endorsement or assignment) to be
credited and applied to the Guaranteed Obligations and all other amounts payable
under this Guaranty, whether matured or unmatured, in

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<PAGE>

accordance with the terms of the Loan Documents. If (i) any Guarantor shall make
payment to any Secured Party of all or any part of the Guaranteed Obligations,
(ii) all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, (iii) the Termination Date shall
have occurred and (iv) all Letters of Credit and all Secured Hedge Agreements
shall have expired or been terminated, the Administrative Agent and the other
Secured Parties will, at such Guarantor's request and expense, execute and
deliver to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.

            SECTION 7.05. Guaranty Supplements. Upon the execution and delivery
by any Person of a Guaranty Supplement, (i) such Person shall be referred to as
an "ADDITIONAL GUARANTOR" and shall become and be a Guarantor hereunder, and
each reference in this Agreement to a "Guarantor" or a "Loan Party" shall also
mean and be a reference to such Additional Guarantor, and each reference in any
other Loan Document to a "Guarantor" shall also mean and be a reference to such
Additional Guarantor, and (ii) each reference herein to "this Agreement", "this
Guaranty", "hereunder", "hereof" or words of like import referring to this
Agreement and this Guaranty, and each reference in any other Loan Document to
the "Loan Agreement", "Guaranty", "thereunder", "thereof" or words of like
import referring to this Agreement and this Guaranty, shall mean and be a
reference to this Agreement and this Guaranty as supplemented by such Guaranty
Supplement.

            SECTION 7.06. Indemnification by Guarantors. (a) Without limitation
on any other Obligations of any Guarantor or remedies of the Administrative
Agent or the Secured Parties under this Agreement, this Guaranty or the other
Loan Documents, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless the Administrative Agent, each
other Secured Party and each of their Affiliates and their respective officers,
directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from
and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party in connection with or as a result of any failure of any
Guaranteed Obligations to be the legal, valid and binding obligations of any
Loan Party enforceable against such Loan Party in accordance with their terms.

            (b) Each Guarantor hereby also agrees that no Indemnified Party
shall have any liability (whether direct or indirect, in contract, tort or
otherwise) to any of the Guarantors or any of their respective Affiliates or any
of their respective officers, directors, employees, agents and advisors (other
than for actual damages caused by or resulting from the gross negligence or
willful misconduct of such Indemnified Party), and each Guarantor hereby agrees
not to assert any claim against any Indemnified Party on any theory of
liability, for special, indirect, consequential or punitive damages arising out
of or otherwise relating to the Facilities, the actual or proposed use of the
proceeds of the Advances or the Letters of Credit, the Loan Documents or any of
the transactions contemplated by the Loan Documents.

            SECTION 7.07. Subordination. Each Guarantor hereby subordinates any
and all debts, liabilities and other Obligations owed to such Guarantor by each
other Loan Party (the "SUBORDINATED OBLIGATIONS") to the Guaranteed Obligations
to the extent and in the manner hereinafter set forth in this Section 7.07.

            (a) Prohibited Payments, Etc. Except during the continuance of an
Event of Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Loan Party), each Guarantor may
receive regularly scheduled payments from any other Loan Party on account of the
Subordinated Obligations. After the occurrence and during the continuance of any
Event of Default (including the commencement and continuation of any proceeding
under any

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Bankruptcy Law relating to any other Loan Party), however, unless the
Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take
any action to collect any payment on account of the Subordinated Obligations.

            (b) Prior Payment of Guaranteed Obligations. In any proceeding under
any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that
the Secured Parties shall be entitled to receive payment in full in cash of all
Guaranteed Obligations (including all interest and expenses accruing after the
commencement of a proceeding under any Bankruptcy Law, whether or not
constituting an allowed claim in such proceeding ("POST PETITION INTEREST"))
before such Guarantor receives payment of any Subordinated Obligations.

            (c) Turn-Over. After the occurrence and during the continuance of
any Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Loan Party), each
Guarantor shall, if the Administrative Agent so requests, collect, enforce and
receive payments on account of the Subordinated Obligations as trustee for the
Secured Parties and deliver such payments to the Administrative Agent on account
of the Guaranteed Obligations (including all Post Petition Interest), together
with any necessary endorsements or other instruments of transfer, but without
reducing or affecting in any manner the liability of such Guarantor under the
other provisions of this Guaranty.

            (d) Administrative Agent Authorization. After the occurrence and
during the continuance of any Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to any other
Loan Party), the Administrative Agent is authorized and empowered (but without
any obligation to so do), in its discretion, (i) in the name of each Guarantor,
to collect and enforce, and to submit claims in respect of, Subordinated
Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require
each Guarantor (A) to collect and enforce, and to submit claims in respect of,
Subordinated Obligations and (B) to pay any amounts received on such obligations
to the Administrative Agent for application to the Guaranteed Obligations
(including any and all Post Petition Interest).

            SECTION 7.08. Continuing Guaranty. This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until the latest of (i)
the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (ii) the Termination Date and (iii) the latest date
of expiration or termination of all Letters of Credit and all Secured Hedge
Obligations, (b) be binding upon the Guarantors, their successors and assigns
and (c) inure to the benefit of and be enforceable by the Administrative Agent
and the other Secured Parties and their successors, transferees and assigns.

                                  ARTICLE VIII
                                   THE AGENTS

            SECTION 8.01. Authorization and Action; Appointment of Supplemental
Collateral Agents. (a) Each Lender Party (in its capacities as a Lender, the
Swing Line Bank (if applicable) and as an Issuing Bank (if applicable) and on
behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints
and authorizes each Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to such Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto.
As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), no Agent shall be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be

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binding upon all Lender Parties and all holders of Notes; provided, however,
that no Agent shall be required to take any action that exposes such Agent to
personal liability or that is contrary to this Agreement or applicable law. Each
Agent agrees to give to each Lender Party prompt notice of each notice given to
it by the Borrower pursuant to the terms of this Agreement. Notwithstanding
anything to the contrary in any Loan Document, no Person identified as a
syndication agent, documentation agent, senior manager, joint lead arranger or
joint book running manager, in such Person's capacity as such, shall have any
obligations or duties to any Loan Party, the Administrative Agent or any other
Secured Party under any of such Loan Documents.

            (b) Anything contained herein or in the Collateral Documents to the
contrary notwithstanding, the Collateral Agent may from time to time, when the
Collateral Agent deems it to be necessary, appoint one or more trustees,
co-trustees, collateral co-agents or collateral subagents (each, a "SUPPLEMENTAL
COLLATERAL AGENT") with respect to all or any part of the Collateral. In the
event that the Collateral Agent so appoints any Supplemental Collateral Agent
with respect to any Collateral, (i) such Supplemental Collateral Agent shall
automatically be vested, in addition to the Collateral Agent, with all rights,
powers, privileges, interests and remedies of the Collateral Agent under the
Collateral Documents with respect to such Collateral; (ii) such Supplemental
Collateral Agent shall be deemed to be an "Agent" for purposes of this Agreement
and the other Loan Documents, and the provisions of Section 21 of the Security
Agreement, this Article and Section 9.04 hereof that refer to the Agents (or
either of them) shall inure to the benefit of such Supplemental Collateral
Agent, and all references therein and in the other Loan Documents to the
Collateral Agent shall be deemed to be references to the Collateral Agent and/or
such Supplemental Collateral Agent, as the context may require; and (iii) the
term "Collateral Agent," when used herein or in any applicable Collateral
Document in relation to the Liens on or security interests in such Collateral
granted in favor of the Collateral Agent, and any rights, powers, privileges,
interests and remedies of the Collateral Agent with respect to such Collateral,
shall be deemed to include such Supplemental Collateral Agent; provided,
however, that no such Supplemental Collateral Agent shall be authorized to take
any action with respect to any such Collateral unless and except to the extent
expressly authorized in writing by the Collateral Agent. Should any instrument
in writing from the Borrower or any other Loan Party be required by any
Supplemental Collateral Agent so appointed by the Collateral Agent to more fully
or certainly vest in and confirming to such Supplemental Collateral Agent such
rights, powers, privileges and duties, the Borrower shall, or shall cause such
Loan Party to, execute, acknowledge and deliver any and all such instruments
promptly upon request by the Collateral Agent. If any Supplemental Collateral
Agent, or successor thereto, shall die, become incapable of acting, resign or be
removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall automatically vest in
and be exercised by the Collateral Agent until the appointment of a new
Supplemental Collateral Agent.

            SECTION 8.02. Agents' Reliance, Etc. Neither any Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with the Loan
Documents, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, each Agent: (a) in the
case of the Administrative Agent, may treat the payee of any Note as the holder
thereof until the Administrative Agent receives and accepts an Assignment and
Acceptance entered into by the Lender that is the payee of such Note, as
assignor, and an Eligible Assignee, as assignee, or, in the case of any other
Agent, such Agent has received notice from the Administrative Agent that it has
received and accepted such Assignment and Acceptance, as provided in Section
9.07; (b) may consult with legal counsel (including counsel for any Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (c) makes no
warranty or representation to any Lender Party and shall not be responsible to
any Lender Party for any statements, warranties or representations (whether
written or oral) made in or in connection with the Loan Documents; (d) shall not
have any duty to

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ascertain or to inquire as to the performance, observance or satisfaction of any
of the terms, covenants or conditions of any Loan Document on the part of any
Loan Party or the existence at any time of any Default under the Loan Documents
or to inspect the property (including the books and records) of any Loan Party;
(e) shall not be responsible to any Lender Party for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant thereto; and (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy or telex or other electronic communication) believed by it to be
genuine and signed or sent by the proper party or parties.

            SECTION 8.03. CNAI and Affiliates. With respect to its Commitments,
the Advances made by it and the Notes issued to it, CNAI shall have the same
rights and powers under the Loan Documents as any other Lender Party and may
exercise the same as though it were not the Administrative Agent or the
Collateral Agent; and the term "Lender Party" or "Lender Parties" shall, unless
otherwise expressly indicated, include CNAI in its individual capacity. CNAI and
its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Loan Party, any Subsidiary of any Loan Party
and any Person that may do business with or own securities of any Loan Party or
any such Subsidiary, all as if CNAI were not the Administrative Agent or the
Collateral Agent and without any duty to account therefor to the Lender Parties.

            SECTION 8.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender Party and based on the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently and
without reliance upon any Agent or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement.

            SECTION 8.05. Indemnification by Lender Parties. (a) Each Lender
Party severally agrees to indemnify each Agent (to the extent not promptly
reimbursed by the Borrower) from and against such Lender Party's ratable share
(determined as provided below) of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against such Agent in any way relating to or arising out of the Loan
Documents or any action taken or omitted by such Agent under the Loan Documents
(collectively, the "INDEMNIFIED COSTS"); provided, however, that no Lender Party
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from any Agent's gross negligence or willful misconduct as found in a
final, non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse each Agent
promptly upon demand for its ratable share of any costs and expenses (including,
without limitation, fees and expenses of counsel) payable by the Borrower under
Section 9.04, to the extent that such Agent is not promptly reimbursed for such
costs and expenses by the Borrower. In the case of any investigation, litigation
or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies
whether any such investigation, litigation or proceeding is brought by any
Lender Party or any other Person.

            (b) Each Lender Party severally agrees to indemnify each Issuing
Bank (to the extent not promptly reimbursed by the Borrower) from and against
such Lender Party's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on,

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incurred by, or asserted against such Issuing Bank in any way relating to or
arising out of the Loan Documents or any action taken or omitted by such Issuing
Bank under the Loan Documents; provided, however, that no Lender Party shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Issuing Bank's gross negligence or willful misconduct as found in a
final, non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse such Issuing
Bank promptly upon demand for its ratable share of any costs and expenses
(including, without limitation, fees and expenses of counsel) payable by the
Borrower under Section 9.04, to the extent that such Issuing Bank is not
promptly reimbursed for such costs and expenses by the Borrower.

            (c) For purposes of this Section 8.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to their respective Revolving Credit Commitments at such time. The
failure of any Lender Party to reimburse any Agent or any Issuing Bank, as the
case may be, promptly upon demand for its ratable share of any amount required
to be paid by the Lender Parties to such Agent or such Issuing Bank, as the case
may be, as provided herein shall not relieve any other Lender Party of its
obligation hereunder to reimburse such Agent or such Issuing Bank, as the case
may be, for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse such Agent or
such Issuing Bank, as the case may be, for such other Lender Party's ratable
share of such amount. Without prejudice to the survival of any other agreement
of any Lender Party hereunder, the agreement and obligations of each Lender
Party contained in this Section 8.05 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

            SECTION 8.06. Successor Agents. Any Agent may resign at any time by
giving 30 days' prior written notice thereof to the Lender Parties and the
Borrower and may be removed at any time with or without cause by the Required
Lenders; provided, however, that any removal of the Administrative Agent will
not be effective until it has been replaced as Collateral Agent and it (or its
Affiliate) has been replaced as an Issuing Bank and released from all
obligations in respect thereof. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
of notice of resignation or the Required Lenders' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Lender Parties, appoint a
successor Agent, which shall be a commercial bank organized under the laws of
the United States or of any State thereof and having a combined capital and
surplus of at least $250,000,000. Upon the acceptance of any appointment as an
Agent hereunder by a successor Agent, and, in the case of a successor Collateral
Agent, upon the execution and filing or recording of such financing statements,
or amendments thereto, and such amendments or supplements to the Mortgages and
Assignments of Leases, and such other instruments or notices, as may be
necessary or desirable, or as the Required Lenders may request, in order to
continue the perfection of the Liens granted or purported to be granted by the
Collateral Documents, such successor Agent shall succeed to and become vested
with all the rights, powers, discretion, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Loan Documents. If within 45 days after written notice is
given of the retiring Agent's resignation or removal under this Section 8.06 no
successor Agent shall have been appointed and shall have accepted such
appointment, then on such 45th day (i) the retiring Agent's resignation or
removal shall become effective, (ii) the retiring Agent shall thereupon be
discharged from its duties and obligations under the Loan Documents and (iii)
the Required Lenders shall thereafter perform all duties of the retiring Agent
under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided above. After any retiring Agent's
resignation or removal hereunder as an Agent shall have become effective, the
provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Agent under this Agreement.

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                                   ARTICLE IX
                                  MISCELLANEOUS

            SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that:

            (a) No amendment, waiver or consent shall, unless in writing and
      signed by the Required Lender Parties, do any of the following at any
      time: (i) except to the extent expressly permitted by Section 9.11(a) of
      this Agreement, release any individual Borrowing Base Asset or all or
      substantially all of the Collateral, in each case in any transaction or
      series of related transactions, or permit the creation, incurrence,
      assumption or existence of any Lien on any individual Borrowing Base Asset
      or all or substantially all of the Collateral, in each case in any
      transaction or series of related transactions, to secure any Obligations
      other than Obligations owing to the Secured Parties under the Loan
      Documents, (ii) amend, modify or waive the provisions of Section 5.02(g),
      (iii) amend, modify or waive Section 5.04(a) (x) to permit the Leverage
      Ratio to exceed 6.75:1.00, (y) permit the Interest Coverage Ratio to be
      less than 1.50:1.00, or (z) permit the Fixed Charge Coverage Ratio to be
      less than 1.25:1.00, or (iv) amend, modify or waive any of the provisions
      of Section 5.04(b) or any of the defined terms used in or related to such
      Section; and

            (b) No amendment, waiver or consent shall, unless in writing and
      signed by all of the Lenders, do any of the following at any time: (i)
      change the number of Lenders or the percentage of (x) the Commitments, (y)
      the aggregate unpaid principal amount of the Advances or (z) the aggregate
      Available Amount of outstanding Letters of Credit that, in each case,
      shall be required for the Lenders or any of them to take any action
      hereunder, (ii) release the Borrower with respect to the Obligations, or,
      except to the extent expressly permitted under this Agreement, reduce or
      limit the obligations of any Guarantor under Article VII or release such
      Guarantor or otherwise limit such Guarantor's liability with respect to
      the Guaranteed Obligations; (iii) amend this Section 9.01, (iv) increase
      the Commitments of the Lenders or subject the Lenders to any additional
      obligations, (v) reduce the principal of, or interest on, the Notes or any
      fees or other amounts payable hereunder, (vi) postpone any date fixed for
      any payment of principal of, or interest on, the Notes or any fees or
      other amounts payable hereunder or amend Section 2.06, (vii) limit the
      liability of any Loan Party under any of the Loan Documents, or (viii)
      extend the Termination Date;

      provided further that no amendment, waiver or consent shall, unless in
writing and signed by the Swing Line Bank or each Issuing Bank, as the case may
be, in addition to the Lenders required above to take such action, affect the
rights or obligations of the Swing Line Bank or of the Issuing Banks, as the
case may be, under this Agreement; and provided still further that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent or the Collateral Agent in addition to the Lenders required above to take
such action, affect the rights or duties of the Administrative Agent or the
Collateral Agent under this Agreement or the other Loan Documents.

            SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier or
telegraphic communication) and mailed, telecopied, telegraphed or delivered, (y)
as and to the extent set forth in Section 9.02(b) and in the proviso to this
Section 9.02(a), in an electronic medium and delivered as set forth in Section
9.02(b) or (z) as and to the extent expressly permitted in this Agreement,
transmitted by e-mail, provided that such e-mail shall

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in all cases include an attachment (in PDF format or similar format) containing
a legible signature of the person providing such notice, if to the Borrower, at
its address at 122 West Washington Avenue, 6th floor, Madison, WI 53703,
Attention: Chief Financial Officer or, if applicable, at
jcalder@greatlakesco.com (and in the case of transmission by e-mail, with a copy
by U.S. mail to the attention of General Counsel at 122 West Washington Avenue,
10th floor, Madison, WI 53703); if to any Initial Lender, at its Domestic
Lending Office or, if applicable, at the e-mail address specified opposite its
name on Schedule I hereto (and in the case of a transmission by e-mail, with a
copy by U.S. mail to its Domestic Lending Office); if to any other Lender Party,
at its Domestic Lending Office or, if applicable, at the e-mail address
specified in the Assignment and Acceptance pursuant to which it became a Lender
Party (and in the case of a transmission by e-mail, with a copy by U.S. mail to
its Domestic Lending Office); if to the Initial Issuing Bank, at its address at
Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications
Department, or, if applicable, at rashan.robinson@citigroup.com (and in the case
of a transmission by e-mail, with a copy by U.S. mail to Two Penns Way, New
Castle, Delaware 19720, Attention: Bank Loan Syndications Department); and if to
the Administrative Agent or the Collateral Agent, at its address at Two Penns
Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department,
or, if applicable, at rashan.robinson@citigroup.com (and in the case of a
transmission by e-mail, with a copy by U.S. mail to Two Penns Way, New Castle,
Delaware 19720, Attention: Bank Loan Syndications Department) or, as to the
Borrower or any Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrower and the Administrative Agent. All such notices and communications
shall, when mailed, telecopied, telegraphed or e-mailed, be effective when
deposited in the mails, telecopied, delivered to the telegraph company or
confirmed by e-mail, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VIII or to the Collateral
Agent under the Collateral Documents shall not be effective until received by
the Administrative Agent or the Collateral Agent, as the case may be. Delivery
by telecopier of an executed counterpart of any amendment or waiver of any
provision of this Agreement or the Notes or of any Exhibit hereto to be executed
and delivered hereunder shall be effective as delivery of an original executed
counterpart thereof.

            (b) So long as CNAI is the Administrative Agent, materials required
to be delivered pursuant to Section 5.03(a), (b), (c) and (g) shall be delivered
to the Administrative Agent in an electronic medium in a format acceptable to
the Administrative Agent and the Lender Parties by e-mail at
oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative Agent
may make such materials, as well as any other written information, documents,
instruments and other material relating to the Borrower, any Loan Party, any of
their Subsidiaries or any other materials or matters relating to this Agreement,
the Notes or any of the transactions contemplated hereby (collectively, the
"COMMUNICATIONS") available to the Lender Parties by posting such notices on
Intralinks or a substantially similar electronic transmission system (the
"PLATFORM"). The Borrower acknowledges that (i) the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution, (ii) the
Platform is provided "as is" and "as available" and (iii) neither the
Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy
or completeness of the Communications or the Platform and each expressly
disclaims liability for errors or omissions in the Communications or the
Platform. No warranty of any kind, express, implied or statutory, including,
without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other
code defects, is made by the Administrative Agent or any of its Affiliates in
connection with the Platform.

            (c) Each Lender Party agrees that notice to it (as provided in the
next sentence) (a "NOTICE") specifying that any Communications have been posted
to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender Party for purposes of this
Agreement, provided that if requested by any Lender Party, the Administrative
Agent shall deliver a copy

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of the Communications to such Lender Party by e-mail or telecopier. Each Lender
Party agrees (i) to notify the Administrative Agent in writing of such Lender
Party's e-mail address to which a Notice may be sent by electronic transmission
(including by electronic communication) on or before the date such Lender Party
becomes a party to this Agreement (and from time to time thereafter to ensure
that the Administrative Agent has on record an effective e-mail address for such
Lender Party) and (ii) that any Notice may be sent to such e-mail address.

            SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender Party or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

            SECTION 9.04. Costs and Expenses. (a) Each Loan Party agrees jointly
and severally to pay on demand (i) all reasonable out-of-pocket costs and
expenses of each Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents (including,
without limitation, (A) all due diligence, collateral review, syndication,
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses, (B) the reasonable fees and
expenses of counsel for such Agent with respect thereto with respect to advising
such Agent as to its rights and responsibilities (including, without limitation,
with respect to reviewing and advising on any matters required to be completed
by the Loan Parties on a post-closing basis), or the perfection, protection or
preservation of rights or interests, under the Loan Documents, with respect to
negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto and (C) the reasonable fees and expenses of counsel
for such Agent with respect to the preparation, execution, delivery and review
of any documents and instruments at any time delivered pursuant to Section
5.01(j)) and (ii) all reasonable out-of-pocket costs and expenses of each Agent
and each Lender Party in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of the Loan Documents, whether in
any action, suit or litigation, or any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally (including, without limitation,
the reasonable fees and expenses of counsel for such Agent and each Lender Party
with respect thereto).

            (b) Each Loan Party agrees to indemnify, defend and save and hold
harmless each Indemnified Party from and against, and shall pay on demand, any
and all claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of a
defense in connection therewith) (i) the Facilities, the actual or proposed use
of the proceeds of the Advances or the Letters of Credit, the Loan Documents or
any of the transactions contemplated thereby or (ii) the actual or alleged
presence of Hazardous Materials on any property of any Loan Party or any of its
Subsidiaries or any Environmental Action relating in any way to any Loan Party
or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 9.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party, whether or not any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated by
the Loan Documents are

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<PAGE>

consummated. Each Loan Party also agrees not to assert any claim against any
Agent, any Lender Party or any of their Affiliates, or any of their respective
officers, directors, employees, agents and advisors, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to the Facilities, the actual or proposed use of the proceeds
of the Advances or the Letters of Credit, the Loan Documents or any of the
transactions contemplated by the Loan Documents.

            (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender Party
other than on the last day of the Interest Period for such Advance, as a result
of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d),
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or if the Borrower fails to make any payment or prepayment of an
Advance for which a notice of prepayment has been given or that is otherwise
required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or
otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender Party any amounts required to compensate such Lender
Party for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion or such failure to pay or prepay, as
the case may be, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender Party to fund or maintain such Advance.

            (d) If any Loan Party fails to pay when due any costs, expenses or
other amounts payable by it under any Loan Document, including, without
limitation, fees and expenses of counsel and indemnities, such amount may be
paid on behalf of such Loan Party by any Agent or any Lender Party, in its sole
discretion.

            (e) Without prejudice to the survival of any other agreement of any
Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower and the other Loan Parties contained in Sections
2.10 and 2.12, Section 7.06 and this Section 9.04 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
any of the other Loan Documents.

            SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during
the continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Agent, such Lender Party
or such Affiliate to or for the credit or the account of the Borrower or any
other Loan Party against any and all of the Obligations of the Borrower or such
Loan Party now or hereafter existing under the Loan Documents, irrespective of
whether such Agent or such Lender Party shall have made any demand under this
Agreement or such Note or Notes and although such obligations may be unmatured.
Each Agent and each Lender Party agrees promptly to notify the Borrower or such
Loan Party after any such set-off and application; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Agent and each Lender Party and their respective
Affiliates under this Section 9.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Agent, such
Lender Party and their respective Affiliates may have.

            SECTION 9.06. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower, each Guarantor named on the
signature pages hereto and each Agent and the Administrative Agent shall have
been notified by each Initial Lender and each Initial Issuing Bank that such
Initial Lender or such Initial Issuing Bank, as the case may be, has executed it
and

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<PAGE>

thereafter shall be binding upon and inure to the benefit of the Borrower, the
Guarantors named on the signature pages hereto and each Agent and each Lender
Party and their respective successors and assigns, except that neither the
Borrower nor any other Loan Party shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the Lender
Parties.

            SECTION 9.07. Assignments and Participations; Replacement Notes. (a)
Each Lender may assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment or Commitments, the Advances owing to it and the
Note or Notes held by it); provided, however, that (i) each such assignment
shall be of a uniform, and not a varying, percentage of all rights and
obligations under and in respect of one or more of the Facilities, (ii) except
in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any
Lender or an assignment of all of a Lender's rights and obligations under this
Agreement, the aggregate amount of the Commitments being assigned to such
Eligible Assignee pursuant to such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than $5,000,000 under such Facility or an integral multiple of $1,000,000
in excess thereof (or such lesser amount as shall be approved by the
Administrative Agent and, so long as no Default shall have occurred and be
continuing at the time of effectiveness of such assignment, the Borrower), (iii)
each such assignment shall be to an Eligible Assignee, (iv) except in the case
of an assignment to a Person that, immediately prior to such assignment, was a
Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender and so long
as no Default shall have occurred and be continuing, each assignment shall be
made with the consent of the Borrower, which consent shall not be unreasonably
withheld or delayed, (v) no such assignments shall be permitted (A) until the
Administrative Agent shall have notified the Lender Parties that syndication of
the Commitments hereunder has been completed, without the consent of the
Administrative Agent, and (B) at any other time without the consent of the
Administrative Agent (which consent shall not be unreasonably withheld) and (vi)
the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and, except if such assignment is being made by a Lender to an
Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of
$3,500.

            (b) Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and Acceptance, (i)
the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as
the case may be, hereunder and (ii) the Lender or Issuing Bank assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Sections 2.10, 2.12, 7.06, 8.05 and 9.04 to the
extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all of the remaining portion
of an assigning Lender's or Issuing Bank's rights and obligations under this
Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

            (c) By executing and delivering an Assignment and Acceptance, each
Lender Party assignor thereunder and each assignee thereunder confirm to and
agree with each other and the other parties thereto and hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning Lender
Party makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning

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Lender Party makes no representation or warranty and assumes no responsibility
with respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; (iii) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Administrative Agent,
such assigning Lender Party or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Loan
Documents as are delegated to the Administrative Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with
their terms all of the obligations that by the terms of this Agreement are
required to be performed by it as a Lender or Issuing Bank, as the case may be.

            (d) The Administrative Agent shall maintain at its address referred
to in Section 9.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lender Parties and the Commitment under each Facility of, and principal
amount of the Advances owing under each Facility to, each Lender Party from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lender Parties may treat each Person whose name is
recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or the
Administrative Agent or any Lender Party at any reasonable time and from time to
time upon reasonable prior notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender Party and an assignee, together with any Note or Notes subject
to such assignment, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit D
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the
Borrower and each other Agent. In the case of any assignment by a Lender, within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall, if requested by the applicable Lender, execute and deliver to
the Administrative Agent in exchange for the surrendered Note or Notes a new
Note to the order of such Eligible Assignee in an amount equal to the Commitment
assumed by it under each Facility pursuant to such Assignment and Acceptance
and, if any assigning Lender has retained a Commitment hereunder under such
Facility, a new Note to the order of such assigning Lender in an amount equal to
the Commitment retained by it hereunder. Such new Note or Notes, if any, shall
be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note or Notes, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of
Exhibit A hereto.

            (f) Each Issuing Bank may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under the undrawn portion of its
Letter of Credit Commitment at any time; provided, however, that (i) except in
the case of an assignment to a Person that immediately prior to such assignment
was an Issuing Bank or an assignment of all of an Issuing Bank's rights and
obligations under this Agreement, the amount of the Letter of Credit Commitment
of the assigning Issuing Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $5,000,000 and shall be in an
integral multiple of $1,000,000 in excess thereof, (ii) each such assignment
shall be to an Eligible Assignee and

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(iii) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, provided that such fee shall not be payable if the assigning Issuing
Bank is making such assignment simultaneously with the assignment in its
capacity as a Lender of all or a portion of its Revolving Credit Commitment to
the same Eligible Assignee.

            (g) Each Lender Party may sell participations to one or more Persons
(other than any Loan Party or any of its Affiliates) in or to all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it and
the Note or Notes (if any) held by it); provided, however, that (i) such Lender
Party's obligations under this Agreement (including, without limitation, its
Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) such Lender Party shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the
other Lender Parties shall continue to deal solely and directly with such Lender
Party in connection with such Lender Party's rights and obligations under this
Agreement, (v) no participant under any such participation shall have any right
to approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation, or release
all or substantially all of the Collateral and (vi) if, at the time of such
sale, such Lender Party was entitled to payments under Section 2.12(a) in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to such participant on such date; provided that such participant
complies with the requirements of Section 2.12(e).

            (h) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender
Party by or on behalf of the Borrower; provided, however, that, prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve the confidentiality of any Confidential Information
received by it from such Lender Party.

            (i) Notwithstanding any other provision set forth in this Agreement,
any Lender Party may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

            (j) Upon notice to the Borrower from the Administrative Agent or any
Lender of the loss, theft, destruction or mutilation of any Lender's Note, the
Borrower will execute and deliver, in lieu of such original Note, a replacement
promissory note, identical in form and substance to, and dated as of the same
date as, the Note so lost, stolen or mutilated, subject to delivery by such
Lender to the Borrower of an affidavit of lost note and indemnity in customary
form. Upon the execution and delivery of the replacement Note, all references
herein or in any of the other Loan Documents to the lost, stolen or mutilated
Note shall be deemed references to the replacement Note.

            SECTION 9.08. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so

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<PAGE>

executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
an original executed counterpart of this Agreement.

            SECTION 9.09. No Liability of the Issuing Banks. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
any Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential, damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of
Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank's
willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, such Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

            SECTION 9.10. Confidentiality. Neither the Administrative Agent nor
any Lender Party shall disclose any Confidential Information to any Person
without the consent of the Borrower, other than (a) to such Administrative
Agent's or such Lender Party's Affiliates and their officers, directors,
employees, agents and advisors and to actual or prospective Eligible Assignees
and participants, and then only on a confidential basis, (b) as required by any
law, rule or regulation or judicial process, (c) as requested or required by any
state, Federal or foreign authority or examiner regulating such Lender Party and
(d) to any rating agency when required by it, provided that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Loan Parties received by it from
such Lender Party.

            SECTION 9.11. Release of Collateral. (a) Upon the sale, lease,
transfer or other disposition of any item of Collateral of any Loan Party
(including, without limitation, as a result of the sale, in accordance with the
terms of the Loan Documents, of the Loan Party that owns such Collateral and any
Transfers pursuant to Section 5.02(e)(ii)(B) or (C)) in accordance with the
terms of the Loan Documents, the Collateral Agent will, at the Borrower's
expense, execute and deliver to such Loan Party such documents as such Loan
Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Document
in accordance with the terms of the Loan Documents.

            (b) Upon the latest of (i) the payment in full in cash of the
Secured Obligations, (ii) the Termination Date and (iii) the termination or
expiration of all Letters of Credit and all Secured Hedge Agreements, the Liens
granted by the Collateral Documents shall terminate and all rights to the
Collateral shall revert to the applicable Loan Party. Upon any such termination,
the Collateral Agent will, at the Borrower's expense, execute and deliver to the
applicable Loan Parties such documents as such Loan Parties shall reasonably
request to evidence such termination.

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            SECTION 9.12. Patriot Act Notification. Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Loan Parties that pursuant to the requirements of the USA Patriot
Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the
"PATRIOT ACT"), it is required to obtain, verify and record information that
identifies each Loan Party, which information includes the name and address of
such Loan Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Loan Party in accordance
with the Patriot Act. The Parent Guarantor and the Borrower shall, and shall
cause each of their Subsidiaries to, provide, to the extent commercially
reasonable, such information and take such actions as are reasonably requested
by the Administrative Agent or any Lenders in order to assist the Administrative
Agent and the Lenders in maintaining compliance with the Patriot Act.

            SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any of the other Loan Documents to which it is a party, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any of the other Loan Documents in the
courts of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

            SECTION 9.14. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 9.15. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE OTHER
LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE
LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

                   [Balance of page intentionally left blank]

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<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                              BORROWER:

                                 GWR OPERATING PARTNERSHIP, L.L.L.P.

                                  By: GWR OP GENERAL PARTNER, LLC,
                                      its general partner

                                   By: GREAT WOLF RESORTS, INC.,
                                       its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              PARENT GUARANTOR:

                                 GREAT WOLF RESORTS, INC.

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                                 Signature Page

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<PAGE>

                              SUBSIDIARY GUARANTORS:

                                 GREAT BEAR LODGE OF SANDUSKY, LLC

                                  By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                      its sole member

                                   By: GWR OP GENERAL PARTNER, LLC,
                                       its general partner

                                    By: GREAT WOLF RESORTS, INC.,
                                        its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              GREAT BEAR LODGE OF WISCONSIN DELLS, LLC

                                  By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                      its sole member

                                   By: GWR OP GENERAL PARTNER, LLC,
                                       its general partner

                                    By: GREAT WOLF RESORTS, INC.,
                                        its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              GREAT LAKES SERVICES, LLC

                                  By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                      its sole member

                                   By: GWR OP GENERAL PARTNER, LLC,
                                       its general partner

                                    By: GREAT WOLF RESORTS, INC.,
                                        its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                                 Signature Page

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<PAGE>

                              GREAT WOLF LODGE OF KANSAS CITY, LLC

                                 By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                     its sole member

                                  By: GWR OP GENERAL PARTNER, LLC,
                                      its general partner

                                   By: GREAT WOLF RESORTS, INC.,
                                       its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              GREAT WOLF LODGE OF TRAVERSE CITY, LLC

                                 By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                     its sole member

                                  By: GWR OP GENERAL PARTNER, LLC,
                                      its general partner

                                   By: GREAT WOLF RESORTS, INC.,
                                       its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              GLGB MANAGER III, LLC

                                  By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                      its sole member

                                   By: GWR OP GENERAL PARTNER, LLC,
                                       its general partner

                                    By: GREAT WOLF RESORTS, INC.,
                                        its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                                 Signature Page

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<PAGE>

                              GWR MICHIGAN, LLC

                                 By: GWR OPERATING PARTNERSHIP, L.L.L.P.,
                                     its sole member

                                  By: GWR OP GENERAL PARTNER, LLC,
                                      its general partner

                                   By: GREAT WOLF RESORTS, INC.,
                                       its sole member

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                              NIAGARA GLENVIEW TENT & TRAILER PARK COMPANY

                                    By /s/ J. Michael  Schroeder
                                       ---------------------------
                                       Name:  J. Michael  Schroeder
                                       Title: Corporate Secretary

                                 Signature Page

Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                              ADMINISTRATIVE AGENT, COLLATERAL AGENT, SWING LINE
                              BANK, INITIAL ISSUING BANK AND INITIAL LENDER:

                              CITICORP NORTH AMERICA, INC.

                              By /s/ David Bolton
                                 -----------------------------
                                 Name:  David Bolton
                                 Title: Vice President

                                 Signature Page

Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                              INITIAL LENDERS:

                                 SOCIETE GENERALE

                                 By  /s/ Thomas K. Day
                                     -----------------------------
                                     Name: Thomas K. Day
                                     Title: Managing Director

                                 Signature Page

Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                                 CALYON NEW YORK BRANCH

                                 By  /s/ Bruno DeFloor
                                     ----------------------------
                                     Name:  Bruno DeFloor
                                     Title: Director

                                 Signature Page

Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
    NAME OF
    INITIAL
    LENDER/                   COMMITMENTS
    INITIAL       -----------------------------------
    ISSUING        REVOLVING   LETTER OF                    DOMESTIC LENDING             EURODOLLAR LENDING
     BANK           CREDIT       CREDIT    SWING LINE            OFFICE                         OFFICE
----------------  -----------  ----------  ----------  -----------------------------   ---------------------------
<S>               <C>          <C>         <C>         <C>                             <C>
Citicorp North    $25,000,000  $5,000,000  $5,000,000  2 Penns Way, Suite 110          2 Penns Way, Suite 110
America, Inc.                                          New Castle, DE 19720            New Castle, DE 19720
                                                       Attn: Rashan Robinson           Attn: Rashan Robinson
                                                       Tel: (302) 894-6028             Tel: (302) 894-6028
                                                       Fax: (212) 994-0849             Fax: (212) 994-0849
                                                       E-mail: rashan.robinson         E-mail: rashan.robinson
                                                       @citibgroup.com                 @citibgroup.com

Societe Generale  $25,000,000                          560 Lexington Avenue,           560 Lexington Avenue,
                                                       4th Floor                       4th Floor
                                                       New York, NY 10022              New York, NY 10022
                                                       Attn: Arlene Tellerman          Attn: Arlene Tellerman
                                                       Tel: (212) 278-6086             Tel: (212) 278-6086
                                                       Fax: (212) 278-7490             Fax: (212) 278-7490
                                                       E-mail: arlene.tellerman        E-mail: arlene.tellerman
                                                       @sgcib.com                      @sgcib.com

Calyon New York   $25,000,000                          1301 Avenue of the Americas     1301 Avenue of the Americas
Branch                                                 New York, NY 10019              New York, NY 10019
                                                       Attn: Glenda Rajnauth           Attn: Glenda Rajnauth
                                                       Tel: (212) 261-7855             Tel: (212) 261-7855
                                                       Fax: (917) 849-5458             Fax: (917) 849-5458
                                                       E-mail:                         E-mail:
                                                       glenda.rajnauth@us.calyon.com   glenda.rajnauth@us.calyon.com

   TOTAL          $75,000,000  $5,000,000  $5,000,000
</TABLE>

                                     Sch. I

Great Wolf Senior Secured Revolving Credit Facility
<PAGE>

                                   SCHEDULE II

                              BORROWING BASE ASSETS

      1.       Great Wolf Lodge of Wisconsin Dells
            1400 Great Wolf Lodge Drive
            Wisconsin Dells, Wisconsin 53965

            (Other than the parcel of land on which the Great Wolf Lodge
            Condominium is situated.)

      2.      Great Wolf Lodge of Sandusky
            4600 Milan Road
            Sandusky, Ohio 44870

Great Wolf Senior Secured Revolving Credit Facility

                                     Sch. II
<PAGE>

                                  SCHEDULE III

                            DESIGNATED JOINT VENTURES

      1. A joint venture to be formed with the Confederated Tribes of the
Chehalis Reservation or their affiliates to develop a Resort Asset on certain
tribal land located in Thurston County, Washington.

Great Wolf Senior Secured Revolving Credit Facility

                                    Sch. III