exv4w8






Exhibit 4.8




FIRST SUPPLEMENTAL INDENTURE




          Supplemental Indenture (this “Supplemental Indenture”), dated as of May 28, 2010,
among Scooops Tenant, LLC (the “Guaranteeing Subsidiary”), a subsidiary of the Company (as defined
below), GWR Operating Partnership, L.L.L.P., a Delaware limited liability limited partnership (the
“Company”), Great Wolf Finance Corp., a Delaware corporation (“Great Wolf Finance,” and together
with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to
herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the
“Trustee”).




W I T N E S S E T H




          WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of April 7, 2010 providing for the issuance of 10.875% First Mortgage Notes
due 2017 (the “Notes”);




          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and




          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.




          NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.




          2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.




          4. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations
of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees the
Collateral Documents or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. The waiver may not
be effective to waive liabilities under the federal securities laws.




          5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



 









 







          6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          7. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.




          8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Issuers.






 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.




          Dated: May 28, 2010




	 	 	 	 	 
	 	SCOOOPS TENANT, 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:  	Secretary 	 



	 	 	 	 	 
	 	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:  	Secretary 	 



	 	 	 	 	 
	 	GREAT WOLF FINANCE CORP.

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Secretary 	 
	 
	 	GREAT WOLF RESORTS, INC.

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



 









 







	 	 	 	 	 
	 	







GWR OP GENERAL PARTNER, LLC

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

 	 
	 	By:  	/s/ J. Michael Schroeder
 	 
	 	 	Name:  	J. Michael Schroeder 	 
	 	 	Title:  	Secretary 	 
	 
	 	GREAT LAKES SERVICES, 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:  	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:  	Secretary 	 
	 
	 	GREAT WOLF WILLIAMSBURG SPE, LLC

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	







U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Jason Fry
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




 











 





NOTATION OF GUARANTEE




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of April 7, 2010 (the
“Indenture”), among GWR Operating Partnership, L.L.L.P., a Delaware limited liability limited
partnership, and Great Wolf Finance Corp., a Delaware corporation, as co-issuers (together, the
“Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the
“Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, interest and
Special Interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any,
interest and Special Interest, if any, on, the Notes, if any, if lawful, and the due and punctual
performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of
the Indenture and reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as
may be necessary or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that
the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in
right of payment upon any defeasance of this Note in accordance with the provisions of the
Indenture.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 	 	 

	 	 	SCOOOPS TENANT, 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: Secretary