exv10w23






Exhibit 10.23




CALYON NEW YORK BRANCH

1301 Avenue of the Americas

New York, New York 10019




January 15,
2010




Great Wolf Williamsburg SPE, LLC

122 West Washington Avenue, Suite 600

Madison, Wisconsin 53703




Dear Sirs/Madams:




     We refer to the Loan Agreement, dated as of August 4, 2008, among Great Wolf Williamsburg SPE,
LLC, as borrower (“Borrower”), Calyon New York Branch, as agent (in such capacity,
“Agent”), and Calyon New York Branch and Capmark Bank, as Lenders (the “Loan
Agreement”; all capitalized terms used but not defined herein shall have the respective
meanings ascribed to them in the Loan Agreement).



     As of the date hereof, Calyon New York Branch and Capmark Bank constitute the only Lenders
under the Loan Agreement. Borrower, Agent and Lenders desire to amend the Loan Agreement to modify
certain financial definitions contained therein.



     NOW, THEREFORE, in consideration of the foregoing, the mutual agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, Agent and Lenders agree as follows:



     1. In the definition of the term “Minimum Liquidity Failure” in Section 1.1 of the
Loan Agreement, the figure “$5,000,000” is amended, effective as of December 31, 2009, to
“$10,000,000.”



     2. In the definition of the term “Minimum Tangible Net Worth Failure” in Section
1.1 of the Loan Agreement, the figure “$180,000,000” is amended, effective as of
December 31,
2009, to “$85,000,000.”



     3. In consideration of the foregoing modifications, and as a condition to the
effectiveness of this letter agreement, Borrower agrees to pay to Agent, (i) for the account
of
Lenders in accordance with their respective Pro Rata Shares, a loan repositioning fee in the
amount of $156,875 and (ii) Agent’s reasonable legal fees and disbursements in connection with
this letter agreement.



     4. Borrower hereby represents and warrants to Agent and Lenders that, as of the date
hereof:




     (a) Borrower has the power and authority and is duly authorized to execute and
deliver this letter agreement and to perform its obligations under the Loan



 









 







Agreement, as modified hereby, and under the other Loan Documents to which Borrower is
a party;




     (b) The Loan Agreement, as modified hereby, and the other Loan Documents
to which Borrower is a party, constitute the legal, valid and binding obligations of
Borrower;




     (c) Neither the execution and delivery of this letter agreement by Borrower
nor the performance by Borrower of its obligations under the Loan Agreement, as
modified hereby, and/or under the other Loan Documents, will contravene any provision
of law, statute, rule or regulation to which Borrower is subject or any judgment,
decree,
license, order or permit applicable to Borrower, or will conflict or be inconsistent
with, or
will result in any breach of any of the material terms of the covenants, conditions or
provisions of, or constitute a default under, or result in the creation or imposition
of a lien
(except liens in favor of Agent) upon any of the property or assets of Borrower
pursuant
to the terms of any indenture, mortgage, deed of trust, agreement or other instrument
to
which Borrower is a party or by which Borrower may be bound, or to which Borrower
may be subject, or violate any provision of the organizational documents of Borrower;




     (d) No consent, approval, authorization or order of any court or governmental
authority or any third party that previously has not been obtained is required in
connection with the execution and delivery of this letter agreement by Borrower or the
performance by Borrower of its obligations under the Loan Agreement, as modified
hereby, or under the other Loan Documents; and




     (e) As of the date hereof, Borrower has no offsets, counterclaims or defenses
with respect to its obligations under the Loan Documents.



     5. Except as modified hereby, the Loan Agreement remains unmodified and in full
force and effect.



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



     7. This letter agreement may be executed in multiple counterparts, each of which
shall constitute an original and together which shall constitute one and the same instrument.
In
order to expedite the transaction contemplated herein, telecopied or facsimile signatures may
be
used in place of original signatures on this letter agreement. The parties intend to be bound
by
the signatures on the telecopied/facsimile document, are aware that the other parties will
rely on
the telecopied/facsimile signatures, and hereby waive any defenses to the enforcement of the
terms of this letter agreement based on the form of signature.



[NO FURTHER TEXT ON THIS PAGE]





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     Kindly acknowledge your agreement with the foregoing by executing below.



	 	 	 	 	 
	 	Very truly yours,



CALYON NEW YORK BRANCH, as Agent

 	 
	 	By:  	/S/
 	 
	 	 	Name:  	David Bowers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/S/
 	 
	 	 	Name:  	Joseph A. Asciolla 	 
	 	 	Title:  	Managing Director 	 
	 


Agreement acknowledged as of the date set forth above:




	 	 	 	 	 
	GREAT WOLF WILLIAMSBURG SPE, LLC,

a Delaware limited liability company

 	 	 
	By:  	/s/
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 




     Kindly acknowledge your agreement with the foregoing by executing below.



	 	 	 	 	 
	 	Very truly yours,



CALYON NEW YORK BRANCH, as Agent

 	 
	 	By:  	/s/

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Agreement acknowledged as of the date set forth above:




	 	 	 	 	 
	GREAT WOLF WILLIAMSBURG SPE, LLC,

a Delaware limited liability company

 	 	 
	By:  	/s/
 	 	 
	 	Name:  	James Calder 	 	 
	 	Title:  	Treasurer 	 	 



 









 








	 	 	 	 	 




     The undersigned, the current Lenders under the Loan Agreement, hereby join in the foregoing letter
agreement.



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/S/
 	 
	 	 	Name:  	David Bowers 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                  /S/
 	 
	 	 	Name:  	Joseph A. Asciolla      	 
	 	 	Title:  	Managing Director 	 
	 
	 	CAPMARK BANK 

 	 
	 	By:  	/s/

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 




	 	 	The undersigned, the current Lenders under the Loan Agreement, hereby join in the foregoing
letter agreement.





	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	/s/

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAPMARK BANK

 	 
	 	By:  	/S/
 	 
	 	 	Name:  	Matthew Hoysa   	 
	 	 	Title:  	Vice President 	 





	Amendment Document







 









 






	 	 	 	 	 




     The undersigned, as Guarantors, hereby consent to the foregoing letter agreement.



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

a Delaware limited liability limited partnership

 	 
	 	By:  	 GWR OP General Partner, LLC, its general
 partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	
/S/
 	 
	 	 	Name:  	James Calder 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GREAT WOLF RESORTS, INC., a Delaware

corporation

 	 
	 	By:  	/S/
 	 
	 	 	Name:  	James Calder 	 
	 	 	Title:  	Chief Financial Officer