EXHIBIT 10.14 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of __________, 2004, by and among Great Wolf Resorts, Inc., a Delaware corporation (the "Company"), and the persons...Registration Rights Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Delaware
ARTICLE I THE MERGERMerger Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Delaware
EXHIBIT 10.7 FORM OF INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, made and executed this ________ day of ___________, 2004, by and between GREAT WOLF RESORTS, INC., a Delaware corporation (the "Company"), and __________________, an individual...Indemnification Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Delaware
ARTICLE I THE MERGERMerger Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Wisconsin
by and amongLoan Agreement • January 21st, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • New York
amongRevolving Credit Agreement • January 21st, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • New York
EXHIBIT 4.5 DECLARATION OF TRUST This DECLARATION OF TRUST, dated as of May 25, 2006 (this "Declaration"), among (i) Great Wolf Resorts, Inc., a Delaware corporation, as sponsor (the "Sponsor"), (ii) J. Michael Schroeder and James A. Calder, as the...Declaration of Trust • June 5th, 2006 • Great Wolf Resorts, Inc. • Hotels & motels
RECITALSDevelopment Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Wisconsin
14,000,000 Shares Common Stock ($0.01 par value)Underwriting Agreement • November 26th, 2004 • Great Wolf Resorts, Inc. • Hotels & motels • New York
JUNIOR SUBORDINATED INDENTURE between GREAT WOLF RESORTS, INC. and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Dated as of March 12, 2012Junior Subordinated Indenture • May 8th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • New York
This JUNIOR SUBORDINATED INDENTURE (this “Indenture”), dated as of March 12, 2012, between GREAT WOLF RESORTS INC., a Delaware corporation (the “Company”), and WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT among GREAT WOLF RESORTS, INC., as Depositor WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee and THE...Trust Agreement • May 8th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 12, 2012 (this “Trust Agreement”), among (i) Great Wolf Resorts, Inc., a Delaware corporation (including any successors or permitted assigns, the “Depositor”), (iii) Wells Fargo Delaware Trust Company, National Association, a national banking association, as property trustee (in such capacity, the “Property Trustee”), (iv) Wells Fargo Delaware Trust Company, National Association, a national banking association, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Alexander P. Lombardo, an individual, James A. Calder, an individual, and Kimberly K. Schaefer, an individual, each of whose address is c/o Great Wolf Resorts, Inc., 122 West Washington Avenue, 6th Floor, Madison, Wisconsin 53703, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the
CREDIT AGREEMENT Dated as of August 6, 2013 Among GREAT WOLF RESORTS INTERMEDIATE HOLDINGS, LLC, As Holdings, GREAT WOLF RESORTS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and DEUTSCHE BANK AG NEW YORK BRANCH, as...Credit Agreement • August 9th, 2013 • Great Wolf Resorts, Inc. • Hotels & motels • New York
CREDIT AGREEMENT dated as of August 6, 2013 (this “Agreement”), among Great Wolf Resorts Intermediate Holdings, LLC (“Holdings”), GREAT WOLF RESORTS, INC., a Delaware corporation (“Borrower”), the Lenders party hereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent for the Lenders, Swingline Lender and L/C Issuer.
ContractEmployment Agreement • March 29th, 2013 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
This EMPLOYMENT AGREEMENT by and between Great Wolf Resorts, Inc., a Delaware corporation (the “Company”), and Kimberly K. Schaefer (“Executive”) (collectively the “Parties”) is made as of the 13th day of August, 2012 (the “Effective Date”).
EXHIBIT 10.5 FORM OF GREAT WOLF RESORTS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
LOAN AGREEMENTLoan Agreement • February 8th, 2008 • Great Wolf Resorts, Inc. • Hotels & motels • New York
GREAT WOLF RESORTS, INC. and U.S. BANK NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of ________, ___ Providing for Issuance of Senior Debt Securities in SeriesIndenture • August 1st, 2011 • Great Wolf Resorts, Inc. • Hotels & motels • New York
THIS INDENTURE between GREAT WOLF RESORTS, INC., a Delaware corporation (hereinafter called the “Company”) having its principal office at 525 Junction Road, Suite 6000 South, Madison, Wisconsin 53717, and U.S. BANK NATIONAL ASSOCIATION, as trustee (hereinafter called the “Trustee”), is made and entered into as of __________, __.
TALL PINES EXCLUSIVE LICENSE AND ROYALTY AGREEMENTExclusive License and Royalty Agreement • December 7th, 2004 • Great Wolf Resorts, Inc. • Hotels & motels • Wisconsin
GREAT WOLF RESORTS, INC. EMPLOYMENT AGREEMENT FOR KIMBERLY SCHAEFEREmployment Agreement • March 2nd, 2010 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
This is an Employment Agreement entered into between Great Wolf Resorts, Inc., a Delaware corporation, or the “Company,” and Kimberly Schaefer, or “Executive,” the terms and conditions of which are as follows:
STOCK OPTION AGREEMENTStock Option Agreement • March 29th, 2013 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
THIS STOCK OPTION AGREEMENT (“Agreement”), made as of this 13th day of August, 2012 (the “Date of Grant”), by and between K-9 Holdings, Inc. (the “Company”) and the grantee whose name appears on the signature page hereto (the “Participant”).
COLLATERAL AGREEMENT Dated and effective as of August 6, 2013 among GREAT WOLF INTERMEDIATE HOLDINGS, LLC, as Holdings, GREAT WOLF RESORTS, INC., as Borrower, each Subsidiary of GREAT WOLF RESORTS, INC. identified herein, and DEUTSCHE BANK AG NEW YORK...Collateral Agreement • August 9th, 2013 • Great Wolf Resorts, Inc. • Hotels & motels • New York
COLLATERAL AGREEMENT dated as of August 6, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among GREAT WOLF INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), GREAT WOLF RESORTS, INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and DEUTSCHE BANK AG NEW YORK BRANCH , as Collateral Agent (in such capacity, the “Agent”) for the Secured Parties (as defined below).
RIGHTS AGREEMENTRights Agreement • March 13th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
LOAN AGREEMENT Dated as of July 15, 2011 among GREAT WOLF LODGE OF THE CAROLINAS, LLC, as Borrower, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender, DEUTSCHE BANK SECURITIES INC., as...Loan Agreement • November 4th, 2011 • Great Wolf Resorts, Inc. • Hotels & motels • New York
This LOAN AGREEMENT (this “Loan Agreement”) dated as of July 15, 2011, by and among GREAT WOLF LODGE OF THE CAROLINAS, LLC, a Delaware limited liability company, having an office at c/o Great Wolf Resorts, Inc., 525 Junction Road, Suite 6000 South, Madison, Wisconsin 53717 (“Borrower”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a banking corporation organized under the laws of the Republic of France, having an office at 1301 Avenue of the Americas, New York, New York 10019 (“Crédit Agricole”), DEUTSCHE BANK TRUST COMPANY AMERICAS, having an office at NYC 60-1008, 60 Wall Street, 10th Floor, New York, New York 10025 (“Deutsche Bank”; Crédit Agricole, and Deutsche Bank, together with their respective successors and assigns in their capacities as lenders, including any Assignees (as hereinafter defined) hereunder, each a “Lender” and collectively “Lenders”), as Lender, DEUTSCHE BANK SECURITIES INC., having an office at 60 Wall Street, New York, New York 10025, as Syndication Agent, a
AGREEMENT AND PLAN OF MERGER by and among K-9 HOLDINGS, INC., K-9 ACQUISITION, INC. and GREAT WOLF RESORTS, INC. Dated as of March 12, 2012Merger Agreement • March 13th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2012 (this “Agreement”), by and among K-9 HOLDINGS, INC., a Delaware corporation (“Parent”), K-9 ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and GREAT WOLF RESORTS, INC., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 9th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels
This First Amendment (this “Amendment”), dated as of April 6, 2012, is made and entered into by and among K-9 HOLDINGS, INC., a Delaware corporation (“Parent”), K-9 ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and GREAT WOLF RESORTS, INC., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 8th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • New York
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) dated as of March 12, 2012, by and among GREAT WOLF LODGE OF THE CAROLINAS, LLC, a Delaware limited liability company, having an office at c/o Great Wolf Resorts, Inc., 525 Junction Road, Suite 6000 South, Madison, Wisconsin 53717 (“Borrower”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a banking corporation organized under the laws of the Republic of France, having an office at 1301 Avenue of the Americas, New York, New York 10019 (“CA-CIB”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, having an office at NYC 60-1008, 60 Wall Street, 10th Floor, New York, New York 10025 (“DBTCA”; CA-CIB and DBTCA, each, together with its successors and assigns in its capacity as a lender, including any Assignees, a “Lender” and collectively “Lenders”), and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a banking corporation organized under the laws of the Republic of France, having an office at 1301 Avenue of the Americas, New York, New York
VENTURE FORMATION AND CONTRIBUTION AGREEMENTVenture Formation and Contribution Agreement • October 7th, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • Ohio
EXHIBIT 10.13 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT, dated as of July [__], 2004 (this "Agreement"), is made by and between The Great Lakes Companies, Inc., a Wisconsin corporation ("GLC"), and Great Lakes Hospitality...Transition Services Agreement • August 12th, 2004 • Great Wolf Resorts, Inc. • Wisconsin
EXHIBIT 10.6 FORM OF NON-COMPETE, TRADE SECRET AND CONFIDENTIALITY AGREEMENT THIS AGREEMENT (the "Agreement") is made by and between GREAT WOLF RESORTS, INC. (the "Company") and _______________ ("_______") to confirm certain obligations of the parties...Non-Compete, Trade Secret and Confidentiality Agreement • January 21st, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
FIRST LETTER AMENDMENTRevolving Credit Agreement • November 30th, 2005 • Great Wolf Resorts, Inc. • Hotels & motels • New York
Reference is made to the Revolving Credit Agreement, dated as of December 20, 2004, among GWR Operating Partnership, L.L.L.P. (the “Borrower”), Great Wolf Resorts, Inc. (“Parent Guarantor”) and the subsidiaries of the Borrower listed therein as subsidiary guarantors, or added thereto pursuant to execution of a Guaranty Supplement, as guarantors, Citicorp North America, Inc. (“CNAI”), as administrative agent (the “Administrative Agent”), the financial institutions identified therein as lender parties (the “Lender Parties”), CNAI, as collateral agent for the Lender Parties, Société Générale, as syndication agent, Calyon New York Branch (“Calyon”), as documentation agent, and Citigroup Global Markets Inc., SG Americas Securities, LLC and Calyon, as joint lead arrangers and joint book running managers (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.
GUARANTEE AGREEMENTGuarantee Agreement • August 9th, 2013 • Great Wolf Resorts, Inc. • Hotels & motels • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of August 6, 2013, by and among the Borrower (as defined herein) and the other Loan Parties identified as such on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent and collateral agent (in such capacity, the “Agent”).
Option Surrender AgreementOption Surrender Agreement • October 7th, 2010 • Great Wolf Resorts, Inc. • Hotels & motels
In consideration of the sum of Ten Dollars ($10.00) in hand paid, the receipt and sufficiency of which are acknowledged, the undersigned employee (“Employee”) hereby surrenders to Great Wolf Resorts, Inc., a Delaware corporation (the “Company”) all of the options to purchase shares of common stock of the Company that were granted to Employee under the Company’s 2004 Incentive Stock Plan (the “Plan”), as set forth on Attachment 1. This surrender does not affect any restricted stock award that may have been made to Employee at any time. Employee hereby further acknowledges and agrees that he or she will have no rights to or interest in the surrendered options effective as of the date hereof.
INTERIM EMPLOYMENT AGREEMENT FOR RANDY L. CHURCHEYInterim Employment Agreement • May 27th, 2008 • Great Wolf Resorts, Inc. • Hotels & motels • Delaware
This is an Employment Agreement entered into May 23, 2008 between Great Wolf Resorts, Inc., a Delaware corporation, or the “Company,” and Randy L. Churchey, or “Executive,” and effective as of May 5, 2008.
SEPARATION, CONSULTING AND NON-COMPETITION AGREEMENTSeparation, Consulting and Non-Competition Agreement • August 5th, 2008 • Great Wolf Resorts, Inc. • Hotels & motels • Wisconsin
This SEPARATION, CONSULTING AND NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into on the 16th day of June, 2008, by and between GREAT WOLF RESORTS, INC., a Delaware corporation (the “Company”), and HERNAN MARTINEZ (the “Executive”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 2010 • Great Wolf Resorts, Inc. • Hotels & motels
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 30th, 2012 • Great Wolf Resorts, Inc. • Hotels & motels • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2012, among 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 Guarantors listed on the signature pages hereto, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
