exv4w3






Exhibit 4.3




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated April 7, 2010 (the “Agreement”), is entered
into by and among GWR Operating Partnership, L.L.L.P. (“GWR OP”) and Great Wolf Finance
Corp. (“Great Wolf Finance” together with GWR OP, the “Issuers”), the guarantors
listed in Schedule 1 hereto (the “Guarantors”) and the several initial purchasers listed in
Schedule 2 hereto (the “Initial Purchasers”).



     The Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement,
dated March 30, 2010 (the “Purchase Agreement”), and the Joinder Agreement, dated as of the
Closing Date, joining certain Guarantors as parties to the Purchase Agreement (the “Joinder
Agreement”), which provides for the sale by the Issuers to the Initial Purchasers of
$230,000,000 in aggregate principal amount of 10.875% First Mortgage Notes due 2017 of the Issuers
(the “Notes”), which will be guaranteed by the Guarantors and certain of the Guarantors
will secure their guarantees (the “Guarantees” and, together with the Notes, the
“Securities”) with certain collateral. As an inducement to the Initial Purchasers to enter
into the Purchase Agreement, the Issuers and the Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of either Issuer that executes a
Subsidiary Guarantee under the Indenture after the date of this Agreement.



     “Agreement” shall have the meaning set forth in the preamble.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Closing Date” shall mean the date hereof.



     “Issuers” shall have the meaning set forth in the preamble and shall also include any
successor entity.



     “Entitled Securities” shall mean each Security until the earliest to occur of: (i) the
date on which such Security has been exchanged by a Person other than a broker-dealer for an
Exchange Security in the Exchange Offer; (ii) following the exchange by a broker-dealer in the
Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a
copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on
which such Security has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement; or (iv) the date on which such Security is
actually sold pursuant to Rule 144 under the Securities Act; provided that a Security will not
cease to be an Entitled Security for purposes of the Exchange Offer by virtue of this clause (iv).



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



 









 





     “Exchange Offer” shall mean the exchange offer by the Issuers and the Guarantors of
Exchange Securities for Entitled Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the Prospectus contained therein
or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean first mortgage notes issued by the Issuers and
guarantees thereof by the Guarantors under the Indenture containing terms identical to the
Securities (except that the Exchange Securities will not be subject to restrictions on transfer or
to any increase in annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.



     “FINRA” shall mean the Financial Industry Regulatory Authority.



     “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405
under the Securities Act.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include
any Guarantor’s successors and any Additional Guarantors.



     “Holder” shall mean each Initial Purchaser, for so long as it owns any Entitled
Securities, and each of the Initial Purchasers’ successors, assigns and direct and indirect
transferees who becomes an owner of Entitled Securities under the Indenture; provided that for
purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating
Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the indenture relating to the Securities, dated as of the
Closing Date, among the Issuers, the Guarantors, U.S. Bank National Association, as trustee, and as
the same may be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.



     “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as
defined in Rule 433 under the Securities Act.



     “Joinder Agreement” shall the meaning set forth in the preamble.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)
hereof.



     “Permitted Free Writing Prospectus” shall have the meaning set forth in Section 6(k)
hereof.



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     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Entitled Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Issuers and the Guarantors with this Agreement, including without limitation:
(i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable
and documented fees and disbursements of one firm of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or Entitled Securities),
(iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus and any amendments or supplements
thereto, any underwriting agreements, securities sales agreements or other similar agreements and
any other documents relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture
under applicable securities laws, (vi) the reasonable fees and disbursements of the Trustee and its
counsel, (vii) the reasonable fees and disbursements of counsel for the Issuers and the Guarantors
and, in the case of a Shelf Registration Statement, the reasonable and documented fees and
disbursements of one counsel for the Holders (which counsel shall initially be counsel for the
Initial Purchasers, subject to replacement upon action by a majority of Holders) and (viii) the
fees and disbursements of the independent public accountants of the Issuers and the Guarantors,
including the expenses of any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and expenses of counsel to
the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of Entitled Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Issuers and the
Guarantors that covers any of the Exchange Securities or Entitled Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.



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     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Issuers and the Guarantors filed under the Securities Act providing for the registration on a
continuous or delayed basis of the Entitled Securities pursuant to Rule 415 under the Securities
Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by
reference therein; provided that such “shelf” registration statement may be an amendment to the
Exchange Offer Registration Statement.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Special Interest” shall have the meaning set forth in Section 2(d) hereof.



     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange
Securities by the Guarantors under the Indenture.



     “Staff” shall mean the staff of the SEC.



     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Entitled Securities are sold
to an Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or SEC policy, the Issuers and the Guarantors shall (i) cause to be filed an
Exchange Offer Registration Statement with the SEC covering an offer to the Holders to exchange all
the Entitled Securities for Exchange Securities on or prior to 180 days following the date hereof,
(ii) use all commercially reasonable efforts to have the Exchange Offer Registration Statement
declared effective by the SEC on or prior to 270 days following the date hereof, (iii) commence the
Exchange Offer after the Exchange Offer Registration Statement is declared effective by the SEC and
(iv) use all commercially reasonable efforts to issue on or prior to 30 Business Days, or longer,
if required by applicable securities laws, after the date on which the Exchange Offer Registration
Statement was declared effective by the SEC, Exchange Securities in exchange for all Entitled
Securities tendered prior thereto in the Exchange Offer.



     The Issuers and the Guarantors shall commence the Exchange Offer by providing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to the Depository
Trust Company and any holder of certificated Securities.



     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Issuers and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Issuers or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Entitled
Securities that were acquired as a result of market-making or other trading



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activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law,
make available a Prospectus to purchasers) in connection with any resale of such Exchange
Securities.




     As soon as practicable after the last Exchange Date, the Issuers and the Guarantors shall:




	 	(i)	 	accept for exchange Entitled Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and
	 
	 	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Entitled
Securities or portions thereof so accepted for exchange by the Issuers and issue, and
cause the Trustee to promptly authenticate and deliver to each Holder, Exchange
Securities equal in principal amount to the principal amount of the Entitled Securities
tendered by such Holder.





     The Issuers and the Guarantors shall use all commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer.



     The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer
does not violate any applicable law or applicable SEC policy.



     (b) In the event that (i) the Issuers and the Guarantors determine they are not required to
file the Exchange Offer Registration Statement, (ii) the Issuers and the Guarantors determine that
the Exchange Offer Registration provided for in Section 2(a) above is not permitted or may not be
completed as soon as practicable after the last date of acceptance for exchange (which shall be a
period of at least 20 Business Days from the date the Issuers or the Guarantors provides notice)
(the “Exchange Date”) because it would violate any applicable law or applicable SEC policy,
or (iii) upon receipt of a written request (a “Shelf Request”) prior to the 10th Business
Day following consummation of the Exchange Offer from any Holder of Entitled Securities that states
that (A) such Holder is prohibited by law or SEC policy from participating in the Exchange Offer;
(B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales; or (C) such Holder is a
broker-dealer and owns Securities acquired directly from the Issuers or an affiliate of the
Issuers, then the Issuers and the Guarantors shall use all commercially reasonable efforts to file,
on or prior to 60 days following such determination date or Shelf Request, as the case may be, a
Shelf Registration Statement providing for the sale of all the Entitled Securities by the Holders
thereof and to cause such Shelf Registration Statement to be declared effective by the SEC on or
prior to 120 days following the date of such determination date or Shelf Request, as the case may
be.



     In the event that the Issuers and the Guarantors are requested to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence prior to the consummation of the
Exchange Offer, the Issuers and the Guarantors shall use all commercially reasonable efforts to
file and have become effective both an Exchange Offer Registration Statement pursuant to
Section 2(a) with respect to all Entitled Securities and a Shelf Registration Statement (which may
be a combined Registration Statement with the Exchange Offer Registration Statement) with respect
to offers and sales of Entitled Securities held by the Initial Purchasers after completion of the
Exchange Offer.



     The Issuers and the Guarantors agree to use all commercially reasonable efforts to keep the
Shelf Registration Statement continuously effective for a period of one year following the
effectiveness of such Shelf Registration Statement, as such period may be extended under Section
3(e) (or a shorter period that will terminate when there are no longer any Entitled Securities
outstanding) (the “Shelf Effectiveness Period”). The Issuers and the Guarantors further
agree to supplement or amend the Shelf Registration



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Statement and the related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Issuers for such Shelf Registration Statement or by
the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a
Holder of Entitled Securities with respect to information relating to such Holder, and to use all
commercially reasonable efforts to cause any such amendment to become effective, if required, and
such Shelf Registration Statement and Prospectus to become usable as soon as thereafter
practicable.




     (c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Entitled Securities pursuant to the Shelf Registration
Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     In the event that (i) the Exchange Offer Registration Statement or Shelf Registration
Statement, if required hereby, is not filed on or before the dates specified in Section 2(a) and
Section 2(b), respectively, (ii) any of the Exchange Offer Registration Statement or the Shelf
Registration Statement, if required hereby, is not declared effective by the SEC on or prior to
the dates specified in Section 2(a) and Section 2(b), respectfully (each, a “Target
Registration Date”), (iii) the Exchange Offer is not consummated within 30 Business Days of the
applicable Target Registration Date, or (iv) if the Exchange Offer Registration Statement or Shelf
Registration Statement, if required hereby, is declared effective and thereafter either ceases to
be effective or the Prospectus contained therein ceases to be usable, at any time prior to the
consummation of the Exchange Offer or during the Shelf Effectiveness Period, as applicable (each
such event referred to in clauses (i) through (iv) above, a “Registration Default”), then,
the interest rate on the Entitled Securities will be increased by (i) 0.25% per annum for the first
90-day period immediately following the occurrence of a Registration Default and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period thereafter until no Registration
Default is in effect, up to a maximum increase of 1.00% per annum for all Registration Defaults (in
each case, “Special Interest”); provided, however, that, if after the date such Special
Interest ceases to accrue, a different Registration Default occurs, Special Interest may again
commence accruing pursuant to the foregoing provisions. The Issuers and Guarantors will not be
required to pay Special Interest for more than one Registration Default at any given time. A
Holder of the Entitled Securities who is not entitled to the benefit of the Shelf Registration
Statement shall not be entitled to the Special Interest with respect to a Registration Default that
pertains to the Shelf Registration Statement. The Issuers and Guarantors will not be
required to pay Special Interest during any Suspension Period (as defined below). The Issuers and
the Guarantors will pay the Special Interest from the date on which any such Registration Default
shall occur to but excluding the date on which all Registration Defaults have been cured.



     (e) All accrued Special Interest shall be paid by the Issuers and the Guarantors on the next
scheduled interest payment date to The Depository Trust Company or its nominee by wire transfer of
immediately available funds or by federal funds check and to Holders of certificated Securities by
wire transfer to the accounts specified by them or by mailing checks to their registered addresses
if no such accounts have been specified. Following the cure of all Registration Defaults, the
accrual of Special Interest will cease.



     (f) Without limiting the remedies available to the Holders, the Issuers and the Guarantors
acknowledge that any failure by the Issuers or the Guarantors to comply with their obligations
under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders
for which



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there is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as
may be required to specifically enforce the Issuers’ and the Guarantors’ obligations under
Section 2(a) and Section 2(b) hereof.




     3. Registration Procedures.



     (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the
Issuers and the Guarantors shall:




	 	(i)	 	use all commercially reasonable efforts to prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which form
(x) shall be selected by the Issuers and the Guarantors, (y) shall, in the case of a
Shelf Registration, be available for the sale of the Entitled Securities by the Holders
thereof and (z) shall comply as to form in all material respects with the requirements of
the applicable form and include all financial statements required by the SEC to be filed
therewith; and use all commercially reasonable efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in
accordance with Section 2 hereof;
	 
	 	(ii)	 	use all commercially reasonable efforts to prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in
accordance with Section 2 hereof and cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in
Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Entitled Securities or Exchange Securities;
	 
	 	(iii)	 	in the case of a Shelf Registration, use all commercially reasonable efforts to
furnish to each Holder of Entitled Securities, to counsel for the Initial Purchasers, to
counsel for such Holders and to each Underwriter of an Underwritten Offering of Entitled
Securities, if any, without charge, as many copies of each Prospectus or preliminary
prospectus, and any amendment or supplement thereto, as such Holder, counsel or
Underwriters may reasonably request in order to facilitate the sale or other disposition
of the Entitled Securities thereunder; and the Issuers and the Guarantors consent to the
use of such Prospectus, preliminary prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the Holders of Entitled Securities and any such
Underwriters in connection with the offering and sale of the Entitled Securities covered
by and in the manner described in such Prospectus, preliminary prospectus or any
amendment or supplement thereto in accordance with applicable law;
	 
	 	(iv)	 	use all commercially reasonable efforts to register or qualify the Entitled
Securities under all applicable state securities or “blue sky” laws of such jurisdictions
as any Holder of Entitled Securities covered by a Registration Statement shall reasonably
request in writing by the time the applicable Registration Statement becomes effective;
cooperate with such Holders in connection with any filings required to be made with
FINRA; and do any and all other acts and things that may be reasonably necessary or
advisable to enable each Holder to complete the disposition in each such jurisdiction of
the Entitled Securities owned by such Holder; provided that neither the Issuers
nor any Guarantor shall be required to (1) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not otherwise
be required to so qualify, (2) file any general consent to




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	 	 	 	service of process in any such jurisdiction or (3) subject itself to taxation in any
such jurisdiction if it is not so subject;
	 
	 	(v)	 	notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Entitled Securities and counsel for such Holders promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a
Registration Statement has become effective, when any post-effective amendment thereto
has been filed and becomes effective and when any amendment or supplement to the
Prospectus has been filed, (2) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement or Prospectus or for
additional information after the Registration Statement has become effective, (3) of the
issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings for that
purpose, including the receipt by the Issuers of any notice of objection of the SEC to
the use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of Entitled
Securities covered thereby, the representations and warranties of the Issuers or any
Guarantor contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Entitled Securities cease to
be true and correct in all material respects or if the Issuers or any Guarantor receives
any notification with respect to the suspension of the qualification of the Entitled
Securities for sale in any jurisdiction or the initiation of any proceeding for such
purpose, (5) of the happening of any event during the period a Registration Statement is
effective that makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any changes in
such Registration Statement or Prospectus in order to make the statements therein not
misleading (provided, however, that no notification by the Issuers and the Guarantors
shall be required pursuant to this clause (5) in the event that the Issuers and the
Guarantors either promptly file a Prospectus supplement to update the Prospectus or a
Form 8-K or other appropriate Exchange Act report that is incorporated by reference into
such Registration Statement, which, in either case, contains the requisite information
with respect to such event or facts that results in such Registration Statement no longer
containing any untrue statement of material fact or omitting to state a material fact
necessary to make the statements contained therein not misleading) and (6) of
any determination by the Issuers or any Guarantor that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus would be
appropriate;
	 
	 	(vi)	 	use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the proper form,
at the earliest possible moment and provide prompt notice to each Holder of the
withdrawal of any such order or such resolution;
	 
	 	(vii)	 	in the case of a Shelf Registration, furnish to each selling Holder of Entitled
Securities named in such Shelf Registration Statement, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment thereto
(without any documents incorporated therein by reference or exhibits thereto, unless
requested);
	 
	 	(viii)	 	in the case of a Shelf Registration, cooperate with the Holders of Entitled Securities
to facilitate the timely preparation and delivery of certificates representing Entitled
Securities




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	 	 	 	to be sold and not bearing any restrictive legends and enable such Entitled Securities
to be issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as such Holders may reasonably request at least five
Business Day prior to the closing of any sale of Entitled Securities;
	 
	 	(ix)	 	in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use all commercially reasonable efforts to prepare and file
with the SEC a supplement or post-effective amendment to such Shelf Registration
Statement or any related Prospectus or Issuer Free Writing Prospectus or any document
incorporated therein by reference or file any other required document so that, as
thereafter delivered (or, to the extent permitted by law, made available) to purchasers
of the Entitled Securities, such Prospectus or Issuer Free Writing Prospectus will cease
to have the identified deficiencies and will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and the
Issuers and the Guarantors shall notify the Holders of Entitled Securities to suspend use
of the Prospectus or Issuer Free Writing Prospectus as promptly as practicable after the
occurrence of such an event, and such Holders hereby agree to suspend use of the
Prospectus or Issuer Free Writing Prospectus until the Issuers and the Guarantors have
amended or supplemented the Prospectus or Issuer Free Writing Prospectus to correct such
misstatement or omission;
	 
	 	(x)	 	a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Issuer Free Writing Prospectus, any amendment to a Registration Statement
or amendment or supplement to a Prospectus or Issuer Free Writing Prospectus or of any
document that is to be incorporated by reference into a Registration Statement or a
Prospectus after initial filing of a Registration Statement, provide copies of such
document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Entitled Securities and their counsel) and make
such of the representatives of the Issuers and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Entitled Securities or their counsel) available
for discussion of such document; and the Issuers and the Guarantors shall not, at any
time after initial filing of a Registration Statement, use or file any Prospectus, any
Issuer Free Writing Prospectus, any amendment of or supplement to a Registration
Statement or a Prospectus, or any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, the Holders of Entitled Securities
and their counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Entitled Securities or their counsel) shall reasonably object
within five Business Days after the receipt thereof.
	 
	 	(xi)	 	obtain a CUSIP number for all Exchange Securities or Entitled Securities, as the
case may be, not later than the initial effective date of a Registration Statement;
	 
	 	(xii)	 	cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Exchange Securities or Entitled Securities, as the case may
be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the terms of the
Trust Indenture Act; and execute, and use reasonable best efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;




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	 	(xiii)	 	in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Entitled Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by a majority of the Holders of Entitled Securities
to be included in such Shelf Registration and any attorneys and accountants designated by
such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial
and other records, documents and properties of the Issuers and its subsidiaries, and
cause the respective officers, directors and employees of the Issuers and the Guarantors
to supply all information reasonably requested by any such Inspector, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement;
provided that if any such information is identified by the Issuers or any
Guarantor as being confidential or proprietary, each Person receiving such information
shall take such actions as are reasonably necessary to protect the confidentiality of
such information to the extent such action is otherwise not inconsistent with, an
impairment of or in derogation of the rights and interests of any Inspector, Holder or
Underwriter;
	 
	 	(xiv)	 	if reasonably requested by any Holder of Entitled Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably requests
to be included therein and make all required filings of such Prospectus supplement or
such post-effective amendment as soon as reasonably practicable after the Issuers has
received notification of the matters to be so included in such filing;
	 
	 	(xv)	 	in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions reasonably required in connection therewith (including those
requested by a majority of the Holders) in order to expedite or facilitate the
disposition of such Entitled Securities including, but not limited to, an Underwritten
Offering and in such connection, (1) to the extent possible, make such representations
and warranties to the Holders and any Underwriters of such Entitled Securities with
respect to the business of the Issuers and its subsidiaries and the Registration
Statement, Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Issuers and the Guarantors (which
counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to
the Holders and such Underwriters and their respective counsel) addressed to each selling
Holder and Underwriter of Entitled Securities, covering the matters customarily covered
in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the
independent certified public accountants of the Issuers and the Guarantors (and, if
necessary, any other certified public accountant of any subsidiary of the Issuers or any
Guarantor, or of any business acquired by the Issuers or any Guarantor for which
financial statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder (to the extent permitted by
applicable professional standards) and Underwriter of Entitled Securities, such letters
to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings, including but not limited to financial
information contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Entitled Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of
the representations and warranties of the Issuers and the Guarantors made pursuant to
clause (1) above and to




10









 






	 	 	 	evidence compliance with any customary conditions contained in an underwriting
agreement; and
	 
	 	(xvi)	 	prior to the completion of the Exchange Offer, or, in the case of a Shelf
Registration Statement, prior to the date on which such Shelf Registration Statement is
declared effective, and so long as any Entitled Securities remain outstanding, cause each
Additional Guarantor to execute a counterpart to this Agreement in the form attached
hereto as Annex A within three Business Days from the date it becomes an Additional
Guarantor and to deliver such counterpart to the Initial Purchasers no later than five
Business Days following the execution thereof.





     (b) No Holder of Entitled Securities may include any of its Entitled Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Issuers in writing, within 20 Business Days after receipt of a request therefore, such information
as the Issuers may reasonably request for use in connection with any Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the Issuers all information
required to be disclosed in order to make the information previously furnished to the Issuers by
such Holder not materially misleading.



     (c) In the case of a Shelf Registration Statement, each Holder of Entitled Securities covered
in such Shelf Registration Statement agrees that, upon receipt of any notice from the Issuers and
the Guarantors of the happening of any event of the kind described in Section 3(a)(v)(3) or
3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Entitled Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by
Section 3(a)(ix) hereof and, if so directed by the Issuers and the Guarantors, such Holder will
deliver to the Issuers and the Guarantors all copies in its possession, other than permanent file
copies then in such Holder’s possession, of the Prospectus and any Issuer Free Writing Prospectuses
covering such Entitled Securities that are current at the time of receipt of such notice.



     (d) Notwithstanding anything to the contrary and subject to the limitation set forth in the
next succeeding paragraph, at any time after the effectiveness of the Shelf Registration Statement,
each of the Issuers and the Guarantors shall be entitled to suspend its obligation to file any
amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus
included in the Shelf Registration Statement, make any other filing with the Commission, cause the
Shelf Registration Statement or other filing with the Commission to remain effective or take any
similar action (collectively, “Registration Actions”) upon (A) the issuance by the Commission of a
stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which
the Shelf Registration Statement would or shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, or the related Prospectus would or shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading, or (C) the occurrence or existence of any corporate development that, in the discretion
of the Issuers, makes it appropriate to postpone or suspend the availability of the Shelf
Registration Statement and the related Prospectus. Upon the occurrence of any of the conditions
described in clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension
Notice”) thereof to the Holders. Upon the termination of such condition, the Issuers shall give
prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that
were suspended pursuant to this paragraph.



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     (e) The Issuers and the Guarantors may only suspend Registration Actions pursuant to the
preceding paragraph for one or more periods not to exceed, in the aggregate, (x) sixty days in any
three month period or (y) ninety days in any twelve month period (each, a “Suspension Period”),
during which no Special Interest shall be payable. Each Suspension Period shall be deemed to begin
on the date the relevant Suspension Notice is given to the Holders and shall be deemed to end on
the earlier to occur of (1) the date on which the Issuers give the Holders a notice that the
Suspension Period has terminated and (2) the date on which the number of days during which a
Suspension Period has been in effect exceeds, in the aggregate, (x) sixty days in any three month
period or (y) ninety days in any twelve month period. The Issuers and the Guarantors shall extend
the period during which such Shelf Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the giving of
the Suspension Notice to and including the date when the Holders of such Entitled Securities shall
have received copies of the supplemented or amended Prospectus necessary to resume such
dispositions.



     (f) The Holders of Entitled Securities covered by a Shelf Registration Statement who desire to
do so may sell such Entitled Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each, an
“Underwriter”) that will administer the offering will be selected by the Holders of a
majority in principal amount of the Entitled Securities included in such offering.



     4. Participation of Broker-Dealers in Exchange Offer.



     (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act
and must deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.



     The Issuers and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Issuers and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above. The Issuers and the Guarantors
further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection with the resales
contemplated by this Section 4.



     (c) The Initial Purchasers shall have no liability to the Issuers, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution.



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     (a) Each Issuer and Guarantor, severally and jointly, agrees to indemnify and hold harmless
each Holder, their respective affiliates, directors and officers and each Person, if any, who
controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which any Holder or such
affiliate, officer, director or controlling Person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon the following:




     (1) any untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus or any
amendment or supplement thereto; or




     (2) any omission or alleged omission to state in any Registration Statement, any
Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement thereto, a
material fact required to be stated therein or necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading,


and will reimburse, as incurred, the Holders and each such affiliate, officer, director or
controlling Person for any reasonable legal or other expenses incurred by the Holders or such
affiliate, officer, director or controlling Person in connection with investigating, defending
against or appearing as a third-party witness in connection with any such loss, claim, damage,
liability or action; provided, however, the Issuers and the Guarantors will not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission or alleged untrue statement or omission made in any
Registration Statement, any Prospectus or any Issuer Free Writing Prospectus or any amendment or
supplement thereto in reliance upon and in conformity with written information provided by any
Holder specifically for use therein. The indemnity provided for in this Section 5 will be in
addition to any liability that any Issuer or Guarantor may otherwise have to the indemnified
parties. The Issuers and the Guarantors shall not be liable under this Section 5 for any
settlement of any claim or action without its prior written consent, which shall not be
unreasonably withheld. In connection with any Underwritten Offering permitted by Section 3, the
Issuers and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals participating in the
distribution, their respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders, if requested in connection with any Registration
Statement, any Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement
thereto.




     (b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Issuers,
the Guarantors and the other selling Holders, the directors of the Issuers and the Guarantors, each
officer of the Issuers and the Guarantors who signed the Registration Statement, their affiliates
and each Person, if any, who controls the Issuers, the Guarantors and any other selling Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against
any losses, claims, damages or liabilities to which the Issuers, the Guarantors and the other
selling Holders, the directors of the Issuers and the Guarantors, each officer of the Issuers and
the Guarantors who signed the Registration Statement, their affiliates and each controlling Person
may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement, any Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement
thereto, or (ii) the omission or alleged omission to state therein a material fact required to be
stated in any Registration Statement, any Prospectus or any Issuer Free Writing Prospectus or any
amendment or supplement thereto, or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading, in each case to the extent, but only to
the



13









 




extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with information concerning such Holder, furnished to
the Issuers in writing by such Holder expressly for use in any Registration Statement, any
Prospectus or any Issuer Free Writing Prospectus; and subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any legal or other expenses
incurred by the Issuers, the Guarantors and the other selling Holders, the directors of the Issuers
and the Guarantors, each officer of the Issuers and the Guarantors who signed the Registration
Statement, their affiliates and each controlling Person in connection with investigating or
defending against or appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. The indemnity provided for in this Section 5 will
be in addition to any liability that the Holders may otherwise have to the indemnified parties.
The Holders shall not be liable under this Section 5 for any settlement of any claim or action
effected without their consent, which shall not be unreasonably withheld.




     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action for which such indemnified party is entitled to indemnification under
this Section 5, such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 5, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it
from any liability under paragraph (a) or (b) above unless and to the extent such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraphs (a) and (b) above. In case any such
action is brought against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided,
however, that if (i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest, (ii) the defendants in
any such action include both the indemnified party and the indemnifying party and the indemnified
party shall have been advised by counsel that there may be one or more legal defenses available to
it and/or other indemnified parties that are inconsistent with those available to the indemnifying
party, or (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable time after receipt by
the indemnifying party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or parties. After
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this Section 5 for any
legal or other expenses, unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action or separate but
substantially similar actions in the same jurisdiction arising out of the same general allegations
or circumstances, in the case of paragraph (a) of this Section 5 (x) if designated for one or more
Initial Purchasers or affiliates, directors, officers or control Persons of one or more Initial
Purchasers shall be designated in writing by Deutsche Bank Securities Inc. unless such
representation is to include Holders that are not Initial Purchasers, (y) if designated for one or
more Holders or directors, officers or control Persons of any Holder, in each case including one or
more Holders other than Initial Purchasers, shall be designated in writing by a majority of the
Holders to be represented and shall be designated by the Issuers and the Guarantors in the case of
paragraph (b) of this Section 5, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the



14









 




employment of counsel for the indemnified party at the expense of the indemnifying party. All
fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are
incurred (or within 30 days of presentation). After such notice from the indemnifying party to
such indemnified party, the indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such indemnified party without the prior written consent of
the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified
party waived in writing its rights under this Section 5, in which case the indemnified party may
effect such a settlement without such consent. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a party, or
indemnity could have been sought hereunder by any indemnified party, unless such settlement
(A) includes an unconditional written release of the indemnified party, in form and substance
reasonably satisfactory to the indemnified party, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.




     (d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs
of this Section 5 is unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution, shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the
relative benefits received by the indemnifying party or parties on the one hand and the indemnified
party on the other from the offering of the Securities or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, not only such relative benefits received
by the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, from the
initial placement of Securities (which in the case of the Issuers and the Guarantors shall be
deemed to be equal to the total net proceeds (before deducting any expenses) to the Issuers and the
Guarantors from the initial placement of the Securities) but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other applicable
consideration. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or the
Guarantors on the one hand, or such Holder on the other, the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission or alleged
statement or omission, and any other equitable considerations appropriate in the circumstances.
The Issuers, the Guarantors and the Holders agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the first
sentence of this paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Holder shall be obligated to make contributions hereunder in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of the untrue or
alleged untrue statements or the omissions or alleged omissions to state a material fact, and no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5
are several and not joint. For purposes of this paragraph (d), each person, if any, who controls a
Holder within the meaning of Section 15 of the Security Act or Section 20 of the Exchange Act shall
have the same rights to contribution as Holders, and each director of each Issuer or Guarantor,
each officer of each Issuer or Guarantor and each person, if any, who controls any Issuer or
Guarantor within the meaning of Section 15 of the Securities Act or



15









 




Section 20 of the Exchange Act, shall have the same rights to contribution as the Issuers and
the Guarantors.




     (f) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Holder or Person controlling any Holder, or by
or on behalf of the Issuers or the Guarantors or the officers or directors of or any Person
controlling the Issuers or the Guarantors, (iii) acceptance of any of the Exchange Securities and
(iv) any sale of Entitled Securities pursuant to a Shelf Registration Statement.



     6. General. 



     (a) No Inconsistent Agreements. The Issuers and the Guarantors represent, warrant and
agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of any other outstanding securities issued
or guaranteed by the Issuers or any Guarantor under any other agreement and (ii) neither the
Issuers nor any Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders of Entitled
Securities in this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given unless the Issuers and the Guarantors have
obtained the written consent of a majority of the Holders affected by such amendment, modification,
supplement, waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be effective as against
any Holder of Entitled Securities unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing
executed by each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Issuers by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the addresses set
forth in the Purchase Agreement; (ii) if to the Issuers and the Guarantors, initially at the
Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other
persons at their respective addresses as provided in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of this Section 6(c). All
such notices and communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if transmitted by facsimile; and on the next
Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all
such notices, demands or other communications shall be concurrently delivered by the Person giving
the same to the Trustee, at the address specified in the Indenture



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Entitled Securities in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Entitled Securities in any manner, whether by operation of
law or otherwise, such Entitled Securities shall be held subject to all



16









 




the terms of this Agreement, and by taking and holding such Entitled Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The
Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation
to the Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this Agreement.




     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Issuers and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the 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.



     (g) Headings. The headings in this Agreement are for convenience of reference only,
are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York. Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the federal and state courts
located in New York County, New York, including the United States District Court for the Southern
District of New York, in connection with any claim brought with respect to this Agreement or
related matter and waives any right to claim such forum would be inappropriate, including concepts
of forum non conveniens.



     (i) Waiver of Jury Trial. The Issuers, the Guarantors and each of the Initial
Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.



     (j) Entire Agreement; Severability. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all oral statements and
prior writings with respect thereto. If any term, provision, covenant or restriction contained in
this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or
against public policy, the remainder of the terms, provisions, covenants and restrictions contained
herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. The Issuers, the Guarantors and the Initial Purchasers shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.



     (k) Free Writing Prospectuses. Each Holder represents that it has not prepared
or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have
prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and
will not distribute any written materials in connection with the offer or sale of the Entitled
Securities without the prior express written consent of the Issuers. Any such Free Writing
Prospectus consented to by the Issuers is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Issuers represents and agrees that it has treated and will treat, as the case
may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in
respect of timely filing with the SEC, legends and record-keeping.



     (l) Majorities. Any reference herein to a majority of Holders or Electing Holders
shall be deemed to refer to a majority of the relevant aggregate principal amount of the
outstanding Entitled Securities and



17









 




any reference herein to a majority of Electing Holders shall be deemed to refer to a majority
of the relevant aggregate principal amount of the outstanding Entitled Securities the Holder of
which is an Electing Holder with respect to such Entitled Securities; provided that
whenever the consent or approval of Holders or Electing Holders is required hereunder, any Entitled
Securities owned directly or indirectly by the Issuers or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the required majority.




[Signature Page Follows]






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	
ISSUERS



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 	 
	 
	 	GREAT WOLF FINANCE CORP.	 
	 	 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Corporate Secretary 	 
	 
	 	GUARANTORS



GREAT WOLF RESORTS, INC.

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Corporate Secretary 	 
	 
	 	GWR OP GENERAL PARTNER, LLC

 	 
	 	By:  	Great Wolf Resorts, Inc.
 	 
	 	 	its Sole Member 	 
	 	 	 
	 	By:  	                          /s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Corporate Secretary 	 



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	 	GRAPEVINE BEVERAGE, INC

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Authorized Representative 	 
	 
	 	GREAT LAKE 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 	 
	 
	 	BHMH, LLC

GREAT WOLF LODGE OF GRAPEVINE, LLC

GREAT WOLF LODGE OF KANSAS CITY, LLC

GREAT WOLF LODGE OF PKI, LLC

GREAT WOLF LODGE OF WILLIAMSBURG, 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 	 



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	 	MASON FAMILY RESORTS, LLC

 	 
	 	By:  	Great Wolf Lodge of PKI, LLC
 	 
	 	 	its Sole Member 	 
	 	 	 
	 	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 Managing 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 WILLIAMSBURG SPE, LLC

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Authorized Representative 	 



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Confirmed and accepted as of the date first above written:




INITIAL PURCHASERS




	 	 	 	 	 
	DEUTSCHE BANK SECURITIES INC.

 	 
	 	By:  	/s/ Nikko Hayes
 	 
	 	 	Name:  	Nikko Hayes 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	                          /s/ Ryan Morris
 	 
	 	 	Name:  	Ryan Morris 	 
	 	 	Title:  	Director 	 
	 
	BANC OF AMERICA SECURITIES LLC

 	 
	 	By:  	/s/ Michael Grimes
 	 
	 	 	Name:  	Michael Grimes 	 
	 	 	Title:  	Director 	 
	 
	WELLS FARGO SECURITIES, LLC

 	 
	 	By:  	/s/ Jason S. Miller
 	 
	 	 	Name:  	Jason S. Miller 	 
	 	 	Title:  	Director 	 
	 
	CREDIT AGRICOLE SECURITIES (USA) INC.

 	 
	 	By:  	/s/ Jean Francois Deroche
 	 
	 	 	Name:  	Jean Francois Deroche 	 
	 	 	Title:  	Executive Vice President 	 
	 




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Schedule 1




Guarantors




Great Wolf Resorts, Inc.



GWR OP General Partner, LLC



BHMH, LLC



Grapevine Beverage, Inc.



Great Lake Services, LLC



Great Wolf Lodge of Grapevine, LLC



Great Wolf Lodge of Kansas City, LLC



Great Wolf Lodge of PKI, LLC



Great Wolf Lodge of Traverse City, LLC



Great Wolf Lodge of Williamsburg, LLC



Great Wolf Williamsburg SPE, LLC



Mason Family Resorts, LLC



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Schedule 2




Initial Purchasers




Deutsche Bank Securities Inc.



Banc of America Securities LLC



Wells Fargo Securities, LLC



Credit Agricole Securities (USA) Inc.



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Annex A




Counterpart to Registration Rights Agreement




     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated as of April 7, 2010 by and among the Issuers,
the guarantors party thereto and Deutsche Bank Securities Inc., Banc of America Securities LLC,
Wells Fargo Securities, LLC and Credit Agricole Securities (USA) Inc., each on behalf of itself and
the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights
Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of ___________, 20__.



	 	 	 	 	 
	 	[Guarantor]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Guarantor]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title: