Exhibit 10.28
 Execution Version




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##### 



Trust IndentureAct Section
    
    Indenture Section310
    
    (a)(1)
    
    
    7.10(a)(2)
    
    
    7.10(a)(3)
    
    
    N.A.(a)(4)
    
    
    N.A.(a)(5)
    
    
    7.10(b)
    
    
    7.10(c)
    
    
    N.A.311
    
    (a)
    
    
    7.11(b)
    
    
    7.11(c)
    
    
    N.A.312
    
    (a)
    
    
    2.05(b)
    
    
    13.03(c)
    
    
    13.03313
    
    (a)
    
    
    7.06(b)(1)
    
    
    10.03(b)(2)
    
    7.06; 7.07(c)
    
    7.06; 10.03; 13.02(d)
    
    
    7.06314
    
    (a)
    
    4.03; 13.02; 13.05(b)
    
    
    10.02(c)(1)
    
    
    13.04(c)(2)
    
    
    13.04(c)(3)
    
    
    N.A.(d)
    
    10.03; 10.04; 10.05(e)
    
    
    13.05(f)
    
    
    N.A.315
    
    (a)
    
    
    7.01(b)
    
    7.05; 13.02(c)
    
    
    7.01(d)
    
    
    7.01(e)
    
    
    6.11316
    
    (a) (last sentence)
    
    
    2.09(a)(1)(A)
    
    
    6.05(a)(1)(B)
    
    
    6.04(a)(2)
    
    
    N.A.(b)
    
    
    6.07(c)
    
    
    2.12317
    
    (a)(1)
    
    
    6.08(a)(2)
    
    
    6.09(b)
    
    
    2.04318
    
    (a)
    
    
    13.01(b)
    
    
    N.A.(c)
    
    
    13.01
 
  *
    
    This Cross Reference Table is not part of the Indenture.




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##### 



PageARTICLE 1DEFINITIONS AND INCORPORATIONBY REFERENCESection 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    33Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    34Section 1.04 Rules of Construction
    
    
    34ARTICLE 2THE NOTESSection 2.01 Form and Dating
    
    
    35Section 2.02 Execution and Authentication
    
    
    36Section 2.03 Registrar and Paying Agent
    
    
    36Section 2.04 Paying Agent to Hold Money in Trust
    
    
    37Section 2.05 Holder Lists
    
    
    37Section 2.06 Transfer and Exchange
    
    
    37Section 2.07 Replacement Notes
    
    
    49Section 2.08 Outstanding Notes
    
    
    50Section 2.09 Treasury Notes
    
    
    50Section 2.10 Temporary Notes
    
    
    50Section 2.11 Cancellation
    
    
    50Section 2.12 Defaulted Interest
    
    
    51Section 2.13 CUSIP Numbers
    
    
    51ARTICLE 3REDEMPTION AND PREPAYMENTSection 3.01 Notices to Trustee
    
    
    51Section 3.02 Selection of Notes to Be Redeemed or Purchased
    
    
    52Section 3.03 Notice of Redemption
    
    
    52Section 3.04 Effect of Notice of Redemption
    
    
    53Section 3.05 Deposit of Redemption or Purchase Price
    
    
    53Section 3.06 Notes Redeemed or Purchased in Part
    
    
    53Section 3.07 Optional Redemption
    
    
    53Section 3.08 Mandatory Redemption
    
    
    54Section 3.09 Offer to Purchase by Application of Excess Proceeds
    
    
    54ARTICLE 4COVENANTSSection 4.01 Payment of Notes
    
    
    57Section 4.02 Maintenance of Office or Agency
    
    
    57Section 4.03 Reports
    
    
    57Section 4.04 Compliance Certificate
    
    
    58Section 4.05 Taxes
    
    
    59Section 4.06 Stay, Extension and Usury Laws
    
    
    59Section 4.07 Restricted Payments
    
    
    59Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    64Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock
    
    
    65




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PageSection 4.10 Collateral Asset Sales
    
    
    69Section 4.11 Non-Collateral Asset Sales
    
    
    71Section 4.12 Events of Loss
    
    
    73Section 4.13 Transactions with Affiliates
    
    
    74Section 4.14 Liens
    
    
    76Section 4.15 Business Activities
    
    
    76Section 4.16 Corporate Existence
    
    
    76Section 4.17 Offer to Repurchase Upon Change of Control
    
    
    76Section 4.18 No Layering of Debt
    
    
    78Section 4.19 Payments for Consent
    
    
    78Section 4.20 Additional Note Guarantees
    
    
    78Section 4.21 Designation of Restricted and Unrestricted Subsidiaries
    
    
    79Section 4.22 Restrictions on Activities of Great Wolf Finance
    
    
    79ARTICLE 5SUCCESSORSSection 5.01 Merger, Consolidation or Sale of Assets
    
    
    80Section 5.02 Successor Corporation Substituted
    
    
    81ARTICLE 6DEFAULTS AND REMEDIESSection 6.01 Events of Default
    
    
    82Section 6.02 Acceleration
    
    
    84Section 6.03 Other Remedies
    
    
    85Section 6.04 Waiver of Past Defaults
    
    
    85Section 6.05 Control by Majority
    
    
    85Section 6.06 Limitation on Suits
    
    
    86Section 6.07 Rights of Holders of Notes to Receive Payment
    
    
    86Section 6.08 Collection Suit by Trustee
    
    
    86Section 6.09 Trustee May File Proofs of Claim
    
    
    86Section 6.10 Priorities
    
    
    87Section 6.11 Undertaking for Costs
    
    
    87Section 6.12 Exercise of Remedies by Collateral Agent
    
    
    87ARTICLE 7TRUSTEESection 7.01 Duties of Trustee
    
    
    88Section 7.02 Rights of Trustee
    
    
    89Section 7.03 Individual Rights of Trustee
    
    
    90Section 7.04 Trustees Disclaimer
    
    
    90Section 7.05 Notice of Defaults
    
    
    90Section 7.06 Reports by Trustee to Holders of the Notes
    
    
    90Section 7.07 Compensation and Indemnity
    
    
    91Section 7.08 Replacement of Trustee
    
    
    92Section 7.09 Successor Trustee by Merger, etc
    
    
    93Section 7.10 Eligibility; Disqualification
    
    
    93Section 7.11 Preferential Collection of Claims Against Issuers
    
    
    93ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCESection 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
    
    
    93
 ii




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##### 



PageSection 8.02 Legal Defeasance and Discharge
    
    
    93Section 8.03 Covenant Defeasance
    
    
    94Section 8.04 Conditions to Legal or Covenant Defeasance
    
    
    94Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions
    
    
    95Section 8.06 Repayment to Company
    
    
    96Section 8.07 Reinstatement
    
    
    96ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVERSection 9.01 Without Consent of Holders of Notes
    
    
    97Section 9.02 With Consent of Holders of Notes
    
    
    98Section 9.03 Compliance with Trust Indenture Act
    
    
    100Section 9.04 Revocation and Effect of Consents
    
    
    100Section 9.05 Notation on or Exchange of Notes
    
    
    100Section 9.06 Trustee to Sign Amendments, etc
    
    
    100ARTICLE 10COLLATERAL AND SECURITYSection 10.01 Collateral Documents
    
    
    100Section 10.02 Recording and Opinions
    
    
    101Section 10.03 Release of Collateral
    
    
    101Section 10.04 Certificates of the Issuers
    
    
    103Section 10.05 Certificates of the Trustee
    
    
    103Section 10.06 Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents
    
    
    104Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents
    
    
    104Section 10.08 Termination of Security Interest
    
    
    104Section 10.09 Collateral Agent
    
    
    104Section 10.10 Replacement of Collateral Agent
    
    
    105Section 10.11 Transfers of Collateral
    
    
    105ARTICLE 11NOTE GUARANTEESSection 11.01 Guarantee
    
    
    106Section 11.02 Limitation on Guarantor Liability
    
    
    107Section 11.03 Execution and Delivery of Note Guarantee
    
    
    107Section 11.04 Guarantors May Consolidate, etc., on Certain Terms
    
    
    107Section 11.05 Releases
    
    
    108Section 11.06 Contribution by Guarantors
    
    
    109ARTICLE 12SATISFACTION AND DISCHARGESection 12.01 Satisfaction and Discharge
    
    
    110Section 12.02 Application of Trust Money
    
    
    111ARTICLE 13MISCELLANEOUSSection 13.01 Trust Indenture Act Controls
    
    
    111Section 13.02 Notices
    
    
    111
 iii




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PageSection 13.03 Communication by Holders of Notes with Other Holders of Notes
    
    
    112Section 13.04 Certificate and Opinion as to Conditions Precedent
    
    
    112Section 13.05 Statements Required in Certificate or Opinion
    
    
    113Section 13.06 Rules by Trustee and Agents
    
    
    113Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    113Section 13.08 Governing Law
    
    
    113Section 13.09 No Adverse Interpretation of Other Agreements
    
    
    113Section 13.10 Successors
    
    
    114Section 13.11 Severability
    
    
    114Section 13.12 Counterpart Originals
    
    
    114Section 13.13 Table of Contents, Headings, etc
    
    
    114Section 13.14 Conflict with Other Documents
    
    
    114Section 13.15 Waiver of Jury Trial
    
    
    114EXHIBITSExhibit A1 FORM OF NOTEExhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTEExhibit B FORM OF CERTIFICATE OF TRANSFERExhibit C FORM OF CERTIFICATE OF EXCHANGEExhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
INVESTORExhibit E FORM OF NOTATION OF GUARANTEEExhibit F FORM OF SUPPLEMENTAL INDENTURE
 iv




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##### 



Notes
 
 Definitions.
 144A Global Note
 Acquired Debt
   Additional Collateral Assets
 Additional Notes
 Affiliate provided controlling, controlled by under
common control with
 Agent
 Applicable Premium
  1




---



##### 



Applicable Procedures
 Asset Sale
 disposition"
          2




---



##### 



Attributable Debt provided, however
 Bankruptcy Law
 Beneficial Owner
 Board of Directors
  3




---



##### 



Broker-Dealer
 Business Day
 Capital Lease Obligation
 Capital Stock
     Cash Equivalents
    4




---



##### 



Cash Management Obligations
 Change of Control
      5




---



##### 



Clearstream
 Collateral provided
 Collateral Agent
 Collateral Asset Sale
 Collateral Documents
 Company
 Consolidated EBITDA plus
 plus
 6




---



##### 



plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 plus
 minus
 7




---



##### 



minus
   Consolidated Net Income provided
        8




---



##### 



continuing
 Continuing Directors
   consolidated
 Creative Kingdoms
 Corporate Trust Office of the Trustee
 Credit Facilities
 9




---



##### 



Custodian
 Default
 Definitive Note
 Depositary
 Designated Noncash Consideration
 Disqualified Stock
 10




---



##### 



Domestic Subsidiary
 Equity Interests
 Equity Offering
 Euroclear
 Event of Loss
    Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Offer Registration Statement
 Excluded Assets
 11




---



##### 



provided
 Existing Indebtedness
 Fair Market Value
 Fixed Charge Coverage Ratio Calculation Date" pro forma
  pro forma pro forma pro forma pro forma
 12




---



##### 



pro
forma
  Fixed Charges
 plus
 plus
 plus
  13




---



##### 



Foreign Subsidiary
 Foxwoods Joint Venture
 GAAP provided
 Global Note Legend
 Global Notes
 Government Securities
 Grand Mound (Chehalis)
 Grand Mound (Chehalis) Joint Venture
 Grand Mound (Chehalis) Mortgage Loan
 14




---



##### 



Grapevine Property
 Great Wolf Finance
 Great Wolf Resorts
 Guarantee
 Guarantor Payments
 Guarantors
 Hedging Obligations
    Holder
 IAI Global Note
 IFRS
 15




---



##### 



Immaterial Subsidiary
 Incidental Liens
 Indebtedness
        Indenture
 Indirect Participant
 Initial Notes
 Initial Purchasers
 16




---



##### 



Institutional Accredited Investor
 Investment Grade Securities
     Investments
 Issuers
 Letter of Transmittal
 Lien
 17




---



##### 



LTM Period
   Mason Property
 Moodys
 Mortgage Loan Borrower
 Mortgages
 Net Loss Proceeds
    Net Proceeds
 18




---



##### 



Non-Collateral Asset Sale
 Non-Core Collateral Asset
 Non-Guarantor Restricted Subsidiaries
 Non-Recourse Debt
   Non-U.S. Person
 Note Guarantee
 Notes
 19




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##### 



Obligations
 Officer
 Officers Certificate
 Opinion of Counsel
 Parent Guarantors
 Participant
 Permitted Business
 Permitted Collateral Liens
 provided
    provided
 20




---



##### 



provided however
    lis pendens
  21




---



##### 



Permitted Investments
       22




---



##### 



provided
     23




---



##### 



Permitted Liens
  provided
 provided
      24




---



##### 



provided however
     lis pendens
     25




---



##### 



provided
    26




---



##### 



Permitted Payments to Great Wolf Resorts
      Permitted Refinancing Indebtedness provided
    27




---



##### 



Person
 Pittsburgh Joint Venture
 Principal Property
 Principal Property Subsidiary
 Private Placement Legend
 QIB
 Qualifying Equity Interests
 Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Regulation S Permanent Global Note
 Regulation S Temporary Global Note
 28




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##### 



Responsible Officer
 Restricted Definitive Note
 Restricted Global Note
 Restricted Investment
 Restricted Period
 Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 S&P
 SEC
 Securities Act
 Security Agreement
 Senior Secured Indebtedness
 Senior Secured Leverage Ratio
 Shelf Registration Statement
 29




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##### 



Significant Subsidiary
 Special Interest .
 Stated Maturity
 Subordinated Indebtedness
 Subordinated Notes
 Subordinated Notes Indentures
 Subsidiary
   Subsidiary Guarantors
 30




---



##### 



Tax Sharing Agreement
 TIA
 Treasury Rate
 Trust I
 Trust I Indenture
 Trust III
 Trust III Indenture
 Trustee
 Undeveloped Land
 31




---



##### 



Unrestricted Definitive Note
 Unrestricted Global Note
 Unrestricted Subsidiary
     U.S. Person
 Voting Stock
 Weighted Average Life to Maturity
 by
  Wholly Owned Restricted Subsidiary
 Williamsburg Property
 32




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##### 



Without Recourse
 Other Definitions.
 Defined inTerm
    
    SectionAcceptable Event of Loss Commitment
    
    
    4.12Affiliate Transaction
    
    
    4.13Aggregate Payments
    
    
    11.02Authentication Order
    
    
    2.02Change of Control Offer
    
    
    4.17Change of Control Payment
    
    
    4.17Change of Control Payment Date
    
    
    4.17Collateral Asset Sale Offer
    
    
    4.10Collateral Excess Proceeds
    
    
    4.10Contributing Guarantors
    
    
    11.06Covenant Defeasance
    
    
    8.03DTC
    
    
    2.03Event of Default
    
    
    6.01Event of Loss Offer
    
    
    4.12Excess Loss Proceeds
    
    
    4.12Excess Proceeds Offer
    
    
    3.09Fair Share
    
    
    11.06Fair Share Contribution Amount
    
    
    11.06Funding Guarantor
    
    
    11.06Funds in Trust
    
    
    8.04incur
    
    
    4.09Legal Defeasance
    
    
    8.02Make-Whole Redemption Date
    
    
    3.07Non-Collateral Asset Sale Offer
    
    
    4.11Non-Collateral Excess Proceeds
    
    
    4.11Offer Amount
    
    
    3.09Offer Period
    
    
    3.09OID Legend
    
    
    2.06Paying Agent
    
    
    2.03Payment Default
    
    
    6.01Permitted Debt
    
    
    4.09Purchase Date
    
    
    3.09Registrar
    
    
    2.03Restricted Payments
    
    
    4.07
 33




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##### 



Incorporation by Reference of Trust Indenture Act.
   indenture securities
 indenture security Holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Rules of Construction.
           34




---



##### 



Form and Dating.
 General
  Global Notes
 Temporary Global Notes.
    35




---



##### 



Euroclear and Clearstream Procedures Applicable.
 Execution and Authentication.
    Authentication Order
  Registrar and Paying Agent.
 Registrar Paying Agent
 DTC
  36




---



##### 



Paying Agent to Hold Money in Trust.
  Holder Lists.
  Transfer and Exchange.
 Transfer and Exchange of Global Notes
  provided
   37




---



##### 



Transfer and Exchange of Beneficial Interests in the Global Notes
 Transfer of Beneficial Interests in the Same Global Note provided, however
 All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
       38




---



##### 



provided
  Transfer of Beneficial Interests to Another Restricted Global Note.
    Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note.
    39




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes.
 Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
    40




---



##### 



Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
 Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
  41




---



##### 



Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
 Transfer and Exchange of Definitive Notes for Beneficial Interests.
 Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
 42




---



##### 



Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
   43




---



##### 



Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
  Transfer and Exchange of Definitive Notes for Definitive Notes.
 44




---



##### 



Restricted Definitive Notes to Restricted Definitive Notes.
    Restricted Definitive Notes to Unrestricted Definitive Notes.
        45




---



##### 



Unrestricted Definitive Notes to Unrestricted Definitive Notes.
 Exchange Offer.
    Legends.
 Private Placement Legend
   46




---



##### 



Global Note Legend
   47




---



##### 



Regulation S Temporary Global Note Legend.
  Original Issue Discount Legend OID Legend
  Cancellation and/or Adjustment of Global Notes.
 General Provisions Relating to Transfers and Exchanges.
 48




---



##### 



Replacement Notes.
  49




---



##### 



Outstanding Notes.
     Treasury Notes.
  Temporary Notes.
   Cancellation.
  50




---



##### 



Defaulted Interest.
 provided
 CUSIP Numbers.
 provided
 
 Notices to Trustee.
  (1)
    
    the clause of this Indenture pursuant to which the redemption shall occur;(2)
    
    the redemption date;(3)
    
    the principal amount of Notes to be redeemed; and(4)
    
    the redemption price.
 51




---



##### 



Selection of Notes to Be Redeemed or Purchased.
 pro rata pro rata
   Notice of Redemption.
          52




---



##### 



provided, however
 Effect of Notice of Redemption.
  Deposit of Redemption or Purchase Price.
   Notes Redeemed or Purchased in Part.
  Optional Redemption.
  53




---



##### 



provided
   Make-Whole Redemption Date
   Year
    
    Percentage2014
    
    
    105.438
    %2015
    
    
    102.719
    %2016 and thereafter
    
    
    100.000
    %
   Mandatory Redemption.
  Offer to Purchase by Application of Excess Proceeds.
 Excess Proceeds Offer
 54




---



##### 



pari passu Offer Period Purchase Date Offer Amount pari passu pro rata pari passu
          55




---



##### 



pari
passu pari passu pro rata pari passu
  pro rata provided
   56




---



##### 



Payment of Notes.
   Maintenance of Office or Agency.
  provided, however
  Reports.
   57




---



##### 



Compliance Certificate.
  58




---



##### 



Taxes.
  Stay, Extension and Usury Laws.
  Restricted Payments.
  pro rata
   59




---



##### 



Restricted
Payments
   pro
forma
  plus
 plus
 plus
 60




---



##### 



plus
    provided
 pro rata
    61




---



##### 



provided
    62




---



##### 



provided
   provided
   63




---



##### 



Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
             64




---



##### 



provided
       Incurrence of Indebtedness and Issuance of Preferred Stock
 incur provided however
 65




---



##### 



pro forma pro forma
 Permitted Debt
 pro
forma pro forma
      66




---



##### 



provided pari passu pari passu
  pro
forma pro forma
 67




---



##### 



provided
   68




---



##### 



provided
     (A)
    
    the Fair Market Value of such assets at the date of determination; and(B)
    
    the amount of the Indebtedness of the other Person.
 Collateral Asset Sales.
     69




---



##### 



provided
 Collateral Excess Proceeds Collateral Asset Sale Offer pro
rata
 70




---



##### 



Non-Collateral Asset Sales.
         71




---



##### 



pari passu
      Non-Collateral Excess Proceeds provided Non-Collateral Asset Sale Offer pari passu pari passu pari passu
 72




---



##### 



pari passu pro rata
 Events of Loss.
  Acceptable Event of Loss Commitment provided
    provided
 Excess Loss Proceeds Event of Loss Offer
 73




---



##### 



provided
 Transactions with Affiliates.
 Affiliate
Transaction
      74




---



##### 



75




---



##### 



Liens.
  Business Activities.
  Corporate Existence.
  (1)
    
    its partnership existence, and the corporate, partnership, limited
liability company or other existence of each of its Subsidiaries, in accordance
with the respective organizational documents (as the same may be amended from time
to time) of the Company or any such Subsidiary; and(2)
    
    the rights (charter and statutory), licenses and franchises of the
Company and its Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries (other than Great Wolf
Finance), if the Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.
 Offer to Repurchase Upon Change of Control.
 Change of Control Offer
 76




---



##### 



Change of Control Payment
  Change of Control
Payment Date
          77




---



##### 



No Layering of Debt.
 provided
 Payments for Consent.
  Additional Note Guarantees.
 provided
 78




---



##### 



Designation of Restricted and Unrestricted Subsidiaries.
 provided
 provided pro forma
  Restrictions on Activities of Great Wolf Finance.
  79




---



##### 



Merger, Consolidation or Sale of Assets.
       pro forma pro forma
  80




---



##### 



pro forma pro forma
   Successor Corporation Substituted.
  81




---



##### 



provided, however
  
 Events of Default.
 Event of Default
      Payment Default
 82




---



##### 



83




---



##### 



Acceleration.
   84




---



##### 



Other Remedies.
       Waiver of Past Defaults.
 provided, however
 Control by Majority.
  85




---



##### 



Limitation on Suits.
        Rights of Holders of Notes to Receive Payment.
 provided
 Collection Suit by Trustee.
  Trustee May File Proofs of Claim.
  86




---



##### 



Priorities.
  First
 Second
 Third
  Undertaking for Costs.
  Exercise of Remedies by Collateral Agent
  87




---



##### 



Duties of Trustee.
            88




---



##### 



Rights of Trustee.
            89




---



##### 



Individual Rights of Trustee.
  Trustees Disclaimer.
  Notice of Defaults.
  Reports by Trustee to Holders of the Notes.
   90




---



##### 



Compensation and Indemnity.
       91




---



##### 



Replacement of Trustee.
          provided
 92




---



##### 



Successor Trustee by Merger, etc.
  Eligibility; Disqualification.
   Preferential Collection of Claims Against Issuers.
  
 Option to Effect Legal Defeasance or Covenant Defeasance.
  Legal Defeasance and Discharge.
 Legal Defeasance
 93




---



##### 



Covenant Defeasance.
 Covenant Defeasance
 Conditions to Legal or Covenant Defeasance.
  Funds in Trust
 94




---



##### 



Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.
 Trustee
 95




---



##### 



Repayment to Company.
 provided, however
 Reinstatement.
 provided, however
 96




---



##### 



Without Consent of Holders of Notes.
              provided, however
 97




---



##### 



With Consent of Holders of Notes.
      98




---



##### 



99




---



##### 



Compliance with Trust Indenture Act.
  Revocation and Effect of Consents.
  Notation on or Exchange of Notes.
   Trustee to Sign Amendments, etc.
  
 Collateral Documents.
  100




---



##### 



Recording and Opinions.
      Release of Collateral.
 provided
 101




---



##### 



102




---



##### 



Certificates of the Issuers.
     Certificates of the Trustee.
  103




---



##### 



Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents.
     Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.
  Termination of Security Interest.
  Collateral Agent.
    104




---



##### 



Replacement of Collateral Agent.
         Transfers of Collateral.
  105




---



##### 



Guarantee.
       106




---



##### 



Limitation on Guarantor Liability.
  Execution and Delivery of Note Guarantee.
     Guarantors May Consolidate, etc., on Certain Terms.
   107




---



##### 



Releases.
      108




---



##### 



Contribution by Guarantors.
 Contributing
Guarantors Funding Guarantor Fair Share Fair Share Contribution
Amount Aggregate Payments minus
 109




---



##### 



Satisfaction and Discharge.
         110




---



##### 



Application of Trust Money.
  provided
 
 Trust Indenture Act Controls.
  Notices.
   
 111




---



##### 



Communication by Holders of Notes with Other Holders of Notes.
  Certificate and Opinion as to Conditions Precedent.
   112




---



##### 



Statements Required in Certificate or Opinion.
      Rules by Trustee and Agents.
  No Personal Liability of Directors, Officers, Employees and Stockholders.
  Governing Law.
  No Adverse Interpretation of Other Agreements.
  113




---



##### 



Successors.
  Severability.
  Counterpart Originals.
  Table of Contents, Headings, etc.
  Conflict with Other Documents.
  Waiver of Jury Trial.
   114




---



##### 



GWR OPERATING PARTNERSHIP, L.L.L.P.By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:GREAT WOLF FINANCE CORP.By:Name:Title: GREAT WOLF RESORTS, INC.By:Name:Title:GWR OP GENERAL PARTNER, LLCBy:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:




---



##### 



BHMH, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title: GRAPEVINE BEVERAGE, INC.By:Name:Title: GREAT LAKES SERVICES, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:




---



##### 



GREAT WOLF LODGE OF GRAPEVINE, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title: GREAT WOLF LODGE OF KANSAS CITY, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title: GREAT WOLF LODGE OF PKI, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:




---



##### 



GREAT WOLF LODGE OF TRAVERSE CITY, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Managing Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title: GREAT WOLF LODGE OF WILLIAMSBURG, LLCBy:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:




---



##### 



GREAT WOLF WILLIAMSBURG SPE, LLCBy:
    Great Wolf Lodge of Williamsburg, LLCits Sole Member By:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title: MASON FAMILY RESORTS, LLCBy:
    Great Wolf Lodge of PKI, LLCits Sole Member By:
    GWR Operating Partnership, L.L.L.P.its Sole Member By:
    GWR OP General Partner, LLCits General Partner By:
    Great Wolf Resorts, Inc.its Sole Member By:Name:Title:




---



##### 



U.S.BANK NATIONAL ASSOCIATION,
as Trustee and Collateral AgentBy:Authorized Signatory




---



##### 



[Insert OID legend, if applicable]
 
  No. ___
    
    $
 
 
 
   
 GWR OPERATING PARTNERSHIP, L.L.L.P.By:
    
    GWR OP General Partner, LLCits General PartnerBy:
    
    Great Wolf Resorts, Inc.its Sole MemberBy:Name:Title:GREAT WOLF FINANCE CORP.By:Name:Title:
 A1-1




---



##### 



By:Authorized Signatory 
 A1-2




---



##### 



[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]
  Interest Company" Issuers"  Interest
Payment Date provided provided further
  Method of Payment provided
 Paying Agent and Registrar
 A1-3




---



##### 



Indenture and Collateral Documents Indenture
 Optional Redemption .
 provided
   Make-Whole Redemption Date"
   A1-4




---



##### 



Year
    
    Percentage2014
    
    
    105.438
    %2015
    
    
    102.719
    %2016 and thereafter
    
    
    100.000
    %
  Mandatory Redemption .
 Repurchase at the Option of Holder.
 Change of Control Offer Change of Control
Payment
 Option of Holder to
Elect Purchase
 Option of Holder to Elect Purchase
 Option of Holder to Elect Purchase
 Notice of Redemption
 A1-5




---



##### 



Denominations, Transfer, Exchange
 Persons Deemed Owners
 Amendment, Supplement and Waiver
 Defaults and Remedies
 A1-6




---



##### 



Trustee Dealings with Company
 No Recourse Against Others
 Authentication
 Abbreviations
 Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes Registration Rights Agreement
 A1-7




---



##### 



CUSIP Numbers
 GOVERNING LAW.
  
 A1-8




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
 
 
 
 
 
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A1-9




---



##### 



Option of Holder to Elect Purchase
  o Section 4.10
    

o Section 4.11o Section 4.12
    

o Section 4.17
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)Tax Identification No.:
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A1-10




---



##### 



Schedule of Exchanges of Interests in the Global Note *
  Principal AmountAmount of decrease
    
    Amount of increase
    
    of this Global Note
    
    Signature ofin Principal Amount
    
    in Principal Amount
    
    following such
    
    authorized officerof
    
    of
    
    decrease
    
    of Trustee orDate of Exchange
    
    this Global Note
    
    this Global Note
    
    (or increase)
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form. A1-11




---



##### 



[Insert OID legend, if applicable]
 
  No. ___
    
    $
 
  
   
 GWR OPERATING PARTNERSHIP, L.L.L.P.By:
    GWR OP General Partner, LLCits General PartnerBy:
    Great Wolf Resorts, Inc.its Sole MemberBy:Name:Title:GREAT WOLF FINANCE CORP.By:Name:Title: A2-1




---



##### 



U.S. BANK NATIONAL ASSOCIATION,
  By:Authorized SignatoryDated:  , 2010 A2-2




---



##### 



A2-3




---



##### 



Interest Company" Issuers" Interest
Payment Date" provided provided further
  A2-4




---



##### 



Method of Payment provided
 (3) Paying Agent and Registrar
 (4) Indenture and Collateral Documents Indenture
 (5) Optional Redemption .
 provided
  A2-5




---



##### 



Make-Whole Redemption Date"
   Year
    
    Percentage2014
    
    
    105.438
    %2015
    
    
    102.719
    %2016 and thereafter
    
    
    100.000
    %
  (6) Mandatory Redemption .
 REPURCHASE AT OPTION OF HOLDER
 Change of Control Offer Change of Control
Payment
  A2-6




---



##### 



Option of Holder
to Elect Purchase
 Option of Holder to Elect Purchase
 Option of Holder to Elect Purchase
 (8) Notice of Redemption
 (9) Denominations, Transfer, Exchange
  (10) Persons Deemed Owners
 A2-7




---



##### 



(11) Amendment, Supplement and Waiver
 (12) Defaults and Remedies
 A2-8




---



##### 



(13) Trustee Dealings with Company
 (14) No Recourse Against Others
 (15) Authentication
 (16) Abbreviations
 (17) Additional Rights of Holders Registration
Rights Agreement"
 (18) CUSIP Numbers
 (19) GOVERNING LAW
  
 A2-9




---



##### 



Assignment Form
  (I) or (we) assign and transfer this Note to:(Insert assignees legal name)
 
 
 
 
 
 
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A2-10




---



##### 



Option of Holder to Elect Purchase
  o Section 4.10
    
    o Section 4.11o Section 4.12
    
    o Section 4.17
  
 
 Your Signature:(Sign exactly as your name appears on the face of this Note)Tax Identification No.:
 
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee). A2-11




---



##### 



Schedule of Exchanges of Interests in the Global Note
  Principal AmountAmount of decrease
    
    Amount of increase
    
    of this Global Note
    
    Signature ofin Principal Amount
    
    in Principal Amount
    
    following such
    
    authorized officerof
    
    of
    
    decrease
    
    of Trustee orDate of Exchange
    
    this Global Note
    
    this Global Note
    
    (or increase)
    
    Custodian
 A2-12




---



##### 



Registrar address block
 10.875% First Mortgage Notes due 2017
 Indenture Company
 Transferor Transfer Transferee
  o Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A Securities Act
 o Check if Transferee will take delivery of a beneficial interest in the
Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted
Definitive Note pursuant to Regulation S
 B-1




---



##### 



o Check and complete if Transferee will take delivery of a beneficial interest
in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S
 o
  o
  o
  o
 o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note
 o Check if Transfer is pursuant to Rule 144
 B-2




---



##### 



o Check if Transfer is Pursuant to Regulation S
 o Check if Transfer is Pursuant to Other Exemption
  [Insert Name of Transferor]By:Name:Title: 
 B-3




---



##### 



1.
    
    The Transferor owns and proposes to transfer the following:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ), or(ii)
    
    o Regulation S Global Note (CUSIP ), or(iii)
    
    o IAI Global Note (CUSIP ); or
 (b)
    
    o a Restricted Definitive Note.
 2.
    
    After the Transfer the Transferee will hold:
  (a)
    
    o a beneficial interest in the:
 (i)
    
    o 144A Global Note (CUSIP ), or(ii)
    
    o Regulation S Global Note (CUSIP ), or(iii)
    
    o IAI Global Note (CUSIP ); or(iv)
    
    o Unrestricted Global Note (CUSIP ); or
 (b)
    
    o a Restricted Definitive Note; or(c)
    
    o an Unrestricted Definitive Note,
  B-4




---



##### 



Registrar address block
 10.875% First Mortgage Notes due 2017
  Indenture Company
 Owner Exchange
 Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note Securities Act
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note
 C-1




---



##### 



o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note
 Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
 o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note.
 o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note o o o
  [Insert Name of Transferor]By:Name:Title:
 
 C-2




---



##### 



Registrar address block
 10.875% First Mortgage Notes due 2017
 Indenture Company
 
 o
 o
  Securities Act
   D-1




---



##### 



[Insert Name of Accredited Investor]By:Name:Title:
 
 D-2




---



##### 



Indenture Company Trustee provided, however
  [Name of Guarantor(s)]By:Name:Title: E-1




---



##### 



Supplemental Indenture Supplemental Indenture     Guaranteeing Subsidiary Company Trustee
  Indenture Notes
 Note Guarantee
   Capitalized Terms
 Agreement to Guarantee
 No Recourse Against Others
  Counterparts
 G-1




---



##### 



Effect of Headings
 The Trustee
 H-2




---



##### 



[Guaranteeing Subsidiary]By:Name:Title: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:Name:Title: GREAT WOLF FINANCE CORP.By:Name:Title:[Existing Guarantors]By:Name:Title:[Trustee],
as TrusteeBy:Authorized Signatory H-3