AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • April 20th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
This Amended and Restated Limited Guarantee, dated as of April 20, 2012, by the parties listed on Exhibit A hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of Great Wolf Resorts, Inc., a Delaware corporation (the “Guaranteed Party”), amends and restates that certain Limited Guarantee, dated as of March 12, 2012, as amended and restated as of April 6, 2012 and April 18, 2012 by and among the Guarantors and the Guaranteed Party (as amended and restated, and as may be amended, modified or supplemented from time to time in accordance with its terms, the “Amended and Restated Limited Guarantee”). Reference is hereby made to the Agreement and Plan of Merger, dated as of March 12, 2012, as amended as of April 6, 2012 as further amended as of April 18, 2012, and as further amended as of April 20, 2012, (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”), among the Guaranteed Party, K-9 Holdings, Inc., a Delaware corporati
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 9th, 2012 • K-9 Acquisition, 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).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 20th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
This Third Amendment (this “Third Amendment”), dated as of April 20, 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).
LIMITED GUARANTEELimited Guarantee • March 13th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
Limited Guarantee, dated as of March 12, 2012 (this “Limited Guarantee”), by the parties listed on Exhibit A hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of Great Wolf Resorts, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), among the Guaranteed Party, K-9 Holdings, Inc., a Delaware corporation (“Parent”), and K-9 Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
Apollo Investment Fund VII, L.P. Apollo Overseas Partners VII, L.P. Apollo Overseas Partners (Delaware) VII, L.P. Apollo Overseas Partners (Delaware 892) VII, L.P. Apollo Investment Fund (PB) VII, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577Equity Commitment Letter • March 13th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), among Great Wolf Resorts, Inc. (the “Company”), a Delaware corporation, K-9 Holdings, Inc., a Delaware corporation (“Parent”) and K-9 Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Parent will acquire the Company by commencing a tender offer followed by a merger of Merger Sub, or a permitted assignee of Merger Sub, with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to Parent in connection with the execution of the Merger Agreement today by Parent, Merger Sub and the Company.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 19th, 2012 • K-9 Acquisition, Inc. • Hotels & motels
This Second Amendment (this “Second Amendment”), dated as of April 18, 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).
