exv10w22



 





Exhibit 10.22



FIRST LETTER AMENDMENT



Dated as of February 10, 2005



Citicorp
North America, Inc.,

as Administrative Agent

2 Penns Way

Suite 200

New Castle, Delaware 19720



          Re:     Great
Wolf Resorts - Revolving Credit Facility




Ladies and Gentlemen:




          Reference is made to the Revolving Credit Agreement, dated as of December 20, 2004, among GWR
Operating Partnership, L.L.L.P. (the “Borrower”), Great Wolf Resorts, Inc. (“Parent Guarantor”)
and the subsidiaries of the Borrower listed therein as subsidiary guarantors, or added thereto
pursuant to execution of a Guaranty Supplement, as guarantors, Citicorp North America, Inc.
(“CNAI”), as administrative agent (the “Administrative Agent”), the financial institutions
identified therein as lender parties (the “Lender Parties”), CNAI, as collateral agent for the
Lender Parties, Société Générale, as syndication agent, Calyon New York Branch (“Calyon”), as
documentation agent, and Citigroup Global Markets Inc., SG Americas Securities, LLC and Calyon, as
joint lead arrangers and joint book running managers (the “Credit Agreement”). Capitalized terms
not otherwise defined herein shall have their respective meanings set forth in the Credit
Agreement.




          It is hereby agreed by you and us that the Credit Agreement is, effective as of the date of
this First Letter Amendment (this “First Letter Amendment”), amended as follows:





	 	A.  	Certain Defined Terms. Section 1.01 of the Credit Agreement is
hereby amended as follows:






	 	1.  	The definition of “Excluded Subsidiary” is amended in its
entirety to read as follows:






     “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, (b) any Limited Subsidiary and (c) the
Preferred Securities Trust.




	 	2.  	The following new definitions are inserted therein in proper alphabetical order:






     “Junior Subordinated Securities” shall mean those certain junior
subordinated securities issued, in one of more tranches, by Parent
Guarantor to the Preferred Securities Trust, which securities shall be
expressly subordinated and subject in right of payment to all other
indebtedness of Parent Guarantor.


GWR – First Letter Amendment

 









 






     “Preferred Securities Trust” shall mean one or more trusts established
in connection with the issuance of the Trust Preferred Securities pursuant
to a trust agreement.




     “Trust Preferred Securities” shall mean any preferred securities
issued by the Preferred Securities Trust.




	 	B.  	Debt Covenant. Section 5.02(b) of the Credit Agreement is hereby
amended by striking the word “and” at the end of clause (vii) thereof, replacing “.” with “; and” at the
end of clause (viii) thereof, and inserting the following new clause (ix) thereto:






     “(ix) Junior Subordinated Securities issued by the Parent Guarantor in
an aggregate principal amount not to exceed $50,000,000 which are not
secured by any Liens and the corresponding Trust Preferred Securities
issued by the Preferred Securities Trust.”




	 	C.  	Investments Covenant. Section 5.02(f) of the Credit Agreement is
hereby amended by striking the word “and” at the end of clause (vii) thereof, replacing “.” with “;
and” at the end of clause (viii) thereof, and inserting the following new clause (ix) thereto:






     “(ix) Investments by the Parent Guarantor in the Preferred Securities
Trust solely to the extent necessary to facilitate the issuance of Trust
Preferred Securities.”




	 	D.  	Negative Pledge Covenant. Section 5.02(m) of the Credit Agreement is
hereby amended by replacing “or” with “,” at the end of clause (ii) thereof and inserting the
following new clause (iii) thereto:






     “with respect to the Preferred Securities Trust, pursuant to any loan
documentation governing the issuance of Trust Preferred Securities
permitted under Section 5.02(b)(ix),”





	 	E.  	Excluded Subsidiaries Covenant. Section 5.02(o) of the Credit
Agreement is hereby amended by inserting the following new phrase at the end of clause (ii) thereof (immediately after the word “except” and before “(x)”):






     “(w) in the case of the Preferred Securities Trust only, in connection
with the incurrence by such Excluded Subsidiary of Trust Preferred
Securities permitted under Section 5.02(b)(ix),”



          This First Letter Amendment shall become effective as of the date first above written when,
and only when, the Administrative Agent shall have received counterparts of (i) this First Letter
Amendment executed by the Borrower, the Administrative Agent and the Required Lenders or, as to
any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed
this First Letter Amendment and (ii) the consent attached hereto executed by each Guarantor. This
First Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. The
Borrower represents that the factual matters described herein are true and correct as of the date
hereof.




          The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this First Letter Amendment and any instruments and documents to be


GWR - First Letter Amendment



2









 

\






delivered hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement.




          On and after the effectiveness of this First Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this First
Letter Amendment.




          The Credit Agreement (as specifically amended by this First Letter Amendment), the Notes and
each of the other Loan Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this
First Letter Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor
constitute a waiver of any provision of the Credit Agreement or any of the Loan Documents.




          If
you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a counterpart of this First Letter Amendment to Thomas
S. Hornbaker, Esq., of Shearman
& Sterling LLP by facsimile (646-848-8124), with six duplicate originals by overnight courier.




          This First Letter Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so 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 First Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this First Letter Amendment.




          This First Letter Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	Corporate Secretary






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on next page)



GWR - First Letter Amendment


3









 








Agreed as of the date first above written:




CITICORP NORTH AMERICA, INC.,

as Administrative Agent and as a Lender



	 	 	 	 	 
	By:

	 	/s/ Blake R. Gronich
	 	 
	

	 	 	 	 
	

	 	Name: Blake R. Gronich	 	 
	

	 	Title: Vice President	 	 






SOCIÈTÈ GÈNÈRALE,

as a Lender



	 	 	 	 	 
	By:

	 	/s/ Thomas K. Day
	 	 
	

	 	 	 	 
	

	 	Name: Thomas K. Day	 	 
	

	 	Title: Managing Director	 	 








CALYON NEW YORK BRANCH,

as a Lender



	 	 	 	 	 
	By:

	 	/s/ Bruno Delloor
	 	 
	

	 	 	 	 
	

	 	Name: Bruno Delloor	 	 
	

	 	Title: Director	 	 






	 	 	 	 	 
	By:

	 	/s/ David Bowers	 	 
	

	 	 	 	 
	

	 	Name: David Bowers	 	 
	

	 	Title: Director	 	 




GWR - First Letter Amendment


4









 





CONSENT




Dated as of February 10, 2005




          Each
of the undersigned, as Guarantor under the Guaranty set forth in Article VII of the
Revolving Credit Agreement dated as of December 20, 2004, in favor of the Administrative Agent,
for its benefit and the benefit of the Lender Parties party to the Revolving Credit Agreement
referred to in the foregoing First Letter Amendment, hereby consents to such First Letter
Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such First
Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the effectiveness of
such First Letter Amendment, each reference in the Guaranty to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit
Agreement, as amended and modified by such First Letter Amendment.



	 	 	 	 	 
	 	GREAT WOLF RESORTS, INC. 

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	General Counsel and 
Corporate Secretary 	 
	 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	 	 	Corporate Secretary






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GWR - First Letter Amendment


 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	 	 	Corporate Secretary






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GWR - First Letter Amendment


 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	 	 	Corporate Secretary






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GWR – First Letter Amendment


 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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:
	 	General Counsel and
	

	 	 	 	 	 	 	 	 	 	 	 	Corporate Secretary






	 	 	 	 	 
	 	NIAGARA GLENVIEW TENT & TRAILER PARK 

COMPANY 

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



GWR – First Letter Amendment

 









 






SECOND LETTER AMENDMENT




Dated as of April 25, 2005




Citicorp North America, Inc.,

as Administrative Agent

2 Penns Way

Suite 200

New Castle, Delaware 19720



          Re:
Great Wolf Resorts - Revolving Credit Facility




Ladies and Gentlemen:




          Reference is made to the Revolving Credit Agreement, dated as of December 20, 2004, among GWR
Operating Partnership, L.L.L.P. (the “Borrower”), Great Wolf Resorts, Inc. (“Parent Guarantor”)
and the subsidiaries of the Borrower listed therein as subsidiary guarantors, or added thereto
pursuant to execution of a Guaranty Supplement, as guarantors, Citicorp North America, Inc.
(“CNAI”), as administrative agent (the “Administrative Agent”), the financial institutions
identified therein as lender parties (the “Lender Parties”), CNAI, as collateral agent for the
Lender Parties, Société Générale;, as syndication agent, Calyon New York Branch (“Calyon”), as
documentation agent, and Citigroup Global Markets Inc., SG Americas Securities, LLC and Calyon, as
joint lead arrangers and joint book running managers, which Revolving Credit Agreement was amended
by that certain First Letter Amendment, dated as of February 10, 2005, among the parties thereto
(as so amended, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have
their respective meanings set forth in the Credit Agreement.




          It is hereby agreed by you and us that the Credit Agreement is, effective as of the date of
this Second Letter Amendment (this “Second Letter Amendment”), amended as follows:





	 	A.  	Certain Defined Terms. Section 1.01 of the Credit Agreement
is hereby amended as follows:






	 	1.  	The definition of “Excluded Subsidiary” is amended in its
entirety to read as
follows:






     “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, (b) any Limited Subsidiary and (c) any
Preferred Securities Trust.




	 	2.  	The following new definitions are inserted therein in proper alphabetical order:






     “Junior Subordinated Securities” shall mean those certain junior
subordinated securities issued, in one of more tranches, by Parent
Guarantor to a Preferred Securities Trust, pursuant to documentation
reasonably satisfactory to the Administrative Agent (provided that the
Administrative Agent confirms that documentation substantially in the form
of the documentation relating to the


GWR – Second Letter Amendment


 









 






Junior Subordinated Securities outstanding as of the date hereof shall be
deemed satisfactory to the Administrative Agent), which securities shall be
expressly subordinated and subject in right of payment to all other
indebtedness of Parent Guarantor.




     “Preferred Securities Trust” shall mean one or more trusts established
in connection with the issuance of any Trust Preferred Securities pursuant to
a trust agreement reasonably satisfactory to the Administrative Agent
(provided that the Administrative Agent confirms that a trust agreement
substantially in the form of the agreement relating to the Preferred
Securities Trust(s) existing on the date hereof shall be deemed satisfactory
to the Administrative Agent).




     “Trust Preferred Securities” shall mean any preferred securities issued
by a Preferred Securities Trust.




	 	B.  	Debt Covenant. Section 5.02(b)(ix) of the Credit Agreement is hereby
amended in its entirety to read as follows:






     “(ix) Junior Subordinated Securities issued by the Parent Guarantor in
an aggregate principal amount not to exceed $150,000,000 which are not
secured by any Liens and the corresponding Trust Preferred Securities issued
by a Preferred Securities Trust.”




	 	C.  	Investments Covenant. Section 5.02(f)(ix) of the Credit Agreement is
hereby amended in its entirety to read as follows:






     “(ix) Investments by the Parent Guarantor in a Preferred Securities
Trust solely to the extent necessary to facilitate the issuance of Trust
Preferred Securities.”




	 	D.  	Negative Pledge Covenant. Section 5.02(m)(iii) of the Credit
Agreement is hereby amended in its entirety to read as follows:






     “with respect to a Preferred Securities Trust, pursuant to any loan
documentation governing the issuance of Trust Preferred Securities permitted
under Section 5.02(b)(ix),”




	 	E.  	Excluded Subsidiaries Covenant. Clause (ii)(w) of Section 5.02(o)
of the Credit Agreement is hereby amended in its entirety to read as follows:






     “(w) in the case of a Preferred Securities Trust only, in connection
with the incurrence by such Excluded Subsidiary of Trust Preferred
Securities permitted under Section 5.02(b)(ix),”




	 	F.  	Maximum Leverage Ratio Covenant. Clause (i) of Section 5.04(a) of
the Credit Agreement is hereby amended by inserting at the end thereof (after the table) the
following new proviso:






     “; provided, however, that the correlative ratio for the fiscal
quarter ending June 30, 2005 shall be 5.90:1.00.”


GWR – Second Letter Amendment


2









 




          This Second Letter Amendment shall become effective as of the date first above written
when, and only when, the Administrative Agent shall have received counterparts of (i) this Second
Letter Amendment executed by the Borrower, the Administrative Agent and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has
executed this Second Letter Amendment and (ii) the consent attached hereto executed by each
Guarantor. This Second Letter Amendment is subject to the provisions of Section 9.01 of the Credit
Agreement. The Borrower represents that the factual matters described herein are true and correct
as of the date hereof.




          The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Second Letter Amendment and any instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel
for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement.




          On and after the effectiveness of this Second Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this Second Letter Amendment.




          The Credit Agreement (as specifically amended by this Second Letter Amendment), the Notes and
each of the other Loan Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this
Second Letter Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor
constitute a waiver of any provision of the Credit Agreement or any of the Loan Documents.




          If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a counterpart of this Second Letter Amendment to Thomas S. Hornbaker, Esq., of
Shearman & Sterling LLP by facsimile (646-848-8124), with six duplicate originals by overnight
courier.




          This Second Letter Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so 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 Second Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Second Letter Amendment.




          This Second Letter Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder	 	 
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name: James A. Calder	 	 
	

	 	 	 	 	 	 	 	Title: Chief Financial Officer	 	 





GWR – Second Letter Amendment


3









 






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GWR – Second Letter Amendment


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	Agreed as of the date first above written:	 	 
	 
	 	 	 	 
	CITICORP NORTH AMERICA, INC.,	 	 
	as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Blake R. Gronich


Name:  Blake R. Gronich
	 	 
	

	 	Title:  Vice President	 	 
	 
	 	 	 	 
	SOCIÈTÈ GÈNÈRALE,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jerry Parisi


	 	 
	

	 	Name:  Jerry Parisi	 	 
	

	 	Title:  MANAGING DIRECTOR	 	 
	 
	 	 	 	 
	CALYON NEW YORK BRANCH,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ David Bowers	 	 
	

	 	 	 	 
	

	 	Name:  David Bowers	 	 
	

	 	Title:  Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jan Hazelton	 	 
	

	 	 	 	 
	

	 	Name:  Jan Hazelton	 	 
	

	 	Title:  Director	 	 





GWR – Second Letter Amendment

5









 






CONSENT




Dated as of April 25, 2005




          Each of the undersigned, as Guarantor under the Guaranty set forth in Article VII of the
Revolving Credit Agreement dated as of December 20, 2004 (as amended by that certain First Letter
Agreement, dated as of February 10, 2005), in favor of the Administrative Agent, for its benefit
and the benefit of the Lender Parties party to the Revolving Credit Agreement, as heretofore
amended, referred to in the foregoing Second Letter Amendment, hereby consents to such Second
Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such
Second Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such
Second Letter Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”,
“thereof or words of like import shall mean and be a reference to the Credit Agreement, as amended
and modified by the First Letter Amendment and such Second Letter Amendment.



	 	 	 	 	 
	 	GREAT WOLF RESORTS, INC. 

 	 
	 	By:  	/s/ James A. Calder
 	 
	 	 	Name:  	James A. Calder 	 
	 	 	Title:  Chief Financial Officer 
	 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:  James A. Calder

	

	 	 	 	 	 	 	 	 	 	Title:  Chief Financial Officer







(Signatures continued on next page)

GWR – Second Letter Amendment



 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	James A. Calder
	

	 	 	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Name:
	 	James A. Calder
	

	 	 	 	 	 	 	 	 	 	Title:
	 	Chief Financial Officer






(Signatures continued on next page)



GWR – Second Letter Amendment


 










 






	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name: James A. Calder
	

	 	 	 	 	 	 	 	Title: Chief Financial Officer






	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name: James A. Calder
	

	 	 	 	 	 	 	 	Title: Chief Financial Officer






	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name: James A. Calder
	

	 	 	 	 	 	 	 	Title: Chief Financial Officer






(Signatures continued on next page)



GWR – Second Letter
Amendment


 









 








	 	 	 	 	 	 	 	 	 
	 	 	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/ James A. Calder
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name:   James A. Calder
	

	 	 	 	 	 	 	 	Title:   Chief Financial Officer






	 	 	 	 	 
	 	 	NIAGARA GLENVIEW TENT & TRAILER PARK
COMPANY
	 
	 	 	 	 
	

	 	By:
	 	/s/ James A. Calder
	

	 	 	 	 
	

	 	 	 	Name:   James A. Calder
	

	 	 	 	Title:   Chief Financial Officer





GWR – Second Letter Amendment