FIRST LETTER AMENDMENT
Exhibit 10.1
FIRST LETTER AMENDMENT
Dated as of February 10, 0000
Xxxxxxxx Xxxxx Xxxxxxx, Inc.,
as Administrative Agent
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
as Administrative Agent
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Re: Great Wolf Resorts — Revolving Credit Facility
Ladies and Gentlemen:
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.
It is hereby agreed by you and us that the Credit Agreement is, effective as of the date of
this First Letter Amendment (this “First Letter Amendment”), amended as follows:
| A. | Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby amended as follows: |
| 1. | The definition of “Excluded Subsidiary” is amended in its entirety to read as follows: |
“Excluded Subsidiary” at any time means (a) any direct or indirect Subsidiary of the
Borrower that is unable, or pursuant to Section 5.01(j)(ii) will become unable, to guaranty
the Obligations of the Loan Parties under the Loan Documents at such time because it is or
will be party to one or more Excluded Subsidiary Agreements that prohibit such Excluded
Subsidiary from entering into the Guaranty set forth in Article VII or a Guaranty
Supplement, (b) any Limited Subsidiary and (c) the Preferred Securities Trust.
| 2. | The following new definitions are inserted therein in proper alphabetical order: |
“Junior Subordinated Securities” shall mean those certain junior subordinated
securities issued, in one of more tranches, by Parent Guarantor to the Preferred Securities
Trust, which securities shall be expressly subordinated and subject in right of payment to
all other indebtedness of Parent Guarantor.
“Preferred Securities Trust” shall mean one or more trusts established in connection
with the issuance of the Trust Preferred Securities pursuant to a trust agreement.
“Trust Preferred Securities” shall mean any preferred securities issued by the
Preferred Securities Trust.
| B. | Debt Covenant. Section 5.02(b) of the Credit Agreement is hereby amended by striking the word “and” at the end of clause (vii) thereof, replacing “.” with “; and” at the end of clause (viii) thereof, and inserting the following new clause (ix) thereto: |
“(ix) Junior Subordinated Securities issued by the Parent Guarantor in an aggregate
principal amount not to exceed $50,000,000 which are not secured by any Liens and the
corresponding Trust Preferred Securities issued by the Preferred Securities Trust.”
| C. | Investments Covenant. Section 5.02(f) of the Credit Agreement is hereby amended by striking the word “and” at the end of clause (vii) thereof, replacing “.” with “; and” at the end of clause (viii) thereof, and inserting the following new clause (ix) thereto: |
“(ix) Investments by the Parent Guarantor in the Preferred Securities Trust solely to
the extent necessary to facilitate the issuance of Trust Preferred Securities.”
| D. | Negative Pledge Covenant. Section 5.02(m) of the Credit Agreement is hereby amended by replacing “or” with “,” at the end of clause (ii) thereof and inserting the following new clause (iii) thereto: |
“with respect to the Preferred Securities Trust, pursuant to any loan documentation
governing the issuance of Trust Preferred Securities permitted under Section 5.02(b)(ix),”
| E. | Excluded Subsidiaries Covenant. Section 5.02(o) of the Credit Agreement is hereby amended by inserting the following new phrase at the end of clause (ii) thereof (immediately after the word “except” and before “(x)”): |
“(w) in the case of the Preferred Securities Trust only, in connection with the
incurrence by such Excluded Subsidiary of Trust Preferred Securities permitted under
Section 5.02(b)(ix),”
This First Letter Amendment shall become effective as of the date first above written when,
and only when, the Administrative Agent shall have received counterparts of (i) this First Letter
Amendment executed by the Borrower, the Administrative Agent and the Required Lenders or, as to any
of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this
First Letter Amendment and (ii) the consent attached hereto executed by each Guarantor. This First
Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. The Borrower
represents that the factual matters described herein are true and correct as of the date hereof.
The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this First Letter Amendment and any instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
On and after the effectiveness of this First Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this First Letter Amendment.
The Credit Agreement (as specifically amended by this First Letter Amendment), the Notes and
each of the other Loan Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this
First Letter Amendment shall not operate as a waiver of any right, power or remedy of any Lender or
the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor constitute a
waiver of any provision of the Credit Agreement or any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a counterpart of this First Letter Amendment to Xxxxxx X. Xxxxxxxxx, Esq., of
Shearman & Sterling LLP by facsimile (646-848-8124), with six duplicate originals by overnight
courier.
This First Letter Amendment may be executed in any number of counterparts and by different
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. Delivery of
an executed counterpart of a signature page to this First Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this First Letter Amendment.
This First Letter Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York.
| Very truly yours, | ||||||||
| 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. Xxxxxxx Xxxxxxxxx | |||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||
| Title: General Counsel and Corporate Secretary | ||||||||
GWR – First Letter Amendment
(Signatures continued on next page)
| Agreed as of the date first above written: | ||||
| CITICORP NORTH AMERICA, INC., | ||||
| as Administrative Agent and as a Lender | ||||
By:
|
/s/ Xxxxx X. Xxxxxxx | |||
| Name: Xxxxx X. Xxxxxxx | ||||
| Title: Vice President | ||||
| SOCIÈTÈ GÈNÈRALE, | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxxx X. Day | |||
| Name: Xxxxxx X. Day | ||||
| Title: Managing Director | ||||
| CALYON NEW YORK BRANCH, | ||||
| as a Lender | ||||
By:
|
/s/ Bruno Delloor | |||
| Name: Bruno Delloor | ||||
| Title: Director | ||||
By:
|
/s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Director | ||||
| GWR – First Letter Amendment | ||||
CONSENT
Dated as of February 10, 2005
Each of the undersigned, as Guarantor under the Guaranty set forth in Article VII of the
Revolving Credit Agreement dated as of December 20, 2004, in favor of the Administrative Agent, for
its benefit and the benefit of the Lender Parties party to the Revolving Credit Agreement referred
to in the foregoing First Letter Amendment, hereby consents to such First Letter Amendment and
hereby confirms and agrees that notwithstanding the effectiveness of such First Letter Amendment,
the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such First Letter
Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import shall mean and be a reference to the Credit Agreement, as amended and modified
by such First Letter Amendment.
| GREAT WOLF RESORTS, INC. | ||||||||||
| By: | /s/ J. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and Corporate Secretary | ||||||||||
| GREAT BEAR LODGE OF SANDUSKY, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GREAT BEAR LODGE OF WISCONSIN DELLS, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GREAT LAKES 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GREAT WOLF LODGE OF KANSAS CITY, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GREAT WOLF LODGE OF TRAVERSE CITY, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GLGB MANAGER III, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| GWR MICHIGAN, 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. Xxxxxxx Xxxxxxxxx | |||||||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||||||
| Title: General Counsel and | ||||||||||
| Corporate Secretary | ||||||||||
| NIAGARA GLENVIEW TENT & TRAILER PARK | ||||||
| COMPANY | ||||||
| By: | /s/ J. Xxxxxxx Xxxxxxxxx | |||||
| Name: J. Xxxxxxx Xxxxxxxxx | ||||||
| Title: Secretary | ||||||
GWR – First Letter Amendment
SECOND LETTER AMENDMENT
Dated as of April 25, 0000
Xxxxxxxx Xxxxx Xxxxxxx, Inc.,
as Administrative Agent
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
as Administrative Agent
0 Xxxxx Xxx
Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Re: Great Wolf Resorts — Revolving Credit Facility
Ladies and Gentlemen:
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, which Revolving Credit Agreement was amended by that certain First
Letter Amendment, dated as of February 10, 2005, among the parties thereto (as so amended, the
“Credit Agreement”). Capitalized terms not otherwise defined herein shall have their respective
meanings set forth in the Credit Agreement.
It is hereby agreed by you and us that the Credit Agreement is, effective as of the date of
this Second Letter Amendment (this “Second Letter Amendment”), amended as follows:
| A. | Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby amended as follows: |
| 1. | The definition of “Excluded Subsidiary” is amended in its entirety to read as follows: |
“Excluded Subsidiary” at any time means (a) any direct or indirect Subsidiary of the
Borrower that is unable, or pursuant to Section 5.01(j)(ii) will become unable, to guaranty
the Obligations of the Loan Parties under the Loan Documents at such time because it is or
will be party to one or more Excluded Subsidiary Agreements that prohibit such Excluded
Subsidiary from entering into the Guaranty set forth in Article VII or a Guaranty Supplement,
(b) any Limited Subsidiary and (c) any Preferred Securities Trust.
| 2. | The following new definitions are inserted therein in proper alphabetical order: |
“Junior Subordinated Securities” shall mean those certain junior subordinated securities
issued, in one of more tranches, by Parent Guarantor to a Preferred Securities Trust, pursuant
to documentation reasonably satisfactory to the Administrative Agent (provided that the
Administrative Agent confirms that documentation substantially in the form of the
documentation relating to the Junior Subordinated Securities outstanding as of the date hereof
shall be deemed satisfactory to the Administrative Agent), which securities shall be expressly
subordinated and subject in right of payment to all other indebtedness of Parent Guarantor.
“Preferred Securities Trust” shall mean one or more trusts established in connection with
the issuance of any Trust Preferred Securities pursuant to a trust agreement reasonably
satisfactory to the Administrative Agent (provided that the Administrative Agent confirms that
a trust agreement substantially in the form of the agreement relating to the Preferred
Securities Trust(s) existing on the date hereof shall be deemed satisfactory to the
Administrative Agent).
“Trust Preferred Securities” shall mean any preferred securities issued by a Preferred
Securities Trust.
| B. | Debt Covenant. Section 5.02(b)(ix) of the Credit Agreement is hereby amended in its entirety to read as follows: |
“(ix) Junior Subordinated Securities issued by the Parent Guarantor in an aggregate
principal amount not to exceed $150,000,000 which are not secured by any Liens and the
corresponding Trust Preferred Securities issued by a Preferred Securities Trust.”
| C. | Investments Covenant. Section 5.02(f)(ix) of the Credit Agreement is hereby amended in its entirety to read as follows: |
“(ix) Investments by the Parent Guarantor in a Preferred Securities Trust solely to the
extent necessary to facilitate the issuance of Trust Preferred Securities.”
| D. | Negative Pledge Covenant. Section 5.02(m)(iii) of the Credit Agreement is hereby amended in its entirety to read as follows: |
“with respect to a Preferred Securities Trust, pursuant to any loan documentation governing
the issuance of Trust Preferred Securities permitted under Section 5.02(b)(ix),”
| E. | Excluded Subsidiaries Covenant. Clause (ii)(w) of Section 5.02(o) of the Credit Agreement is hereby amended in its entirety to read as follows: |
“(w) in the case of a Preferred Securities Trust only, in connection with the incurrence by
such Excluded Subsidiary of Trust Preferred Securities permitted under Section 5.02(b)(ix),”
| F. | Maximum Leverage Ratio Covenant. Clause (i) of Section 5.04(a) of the Credit Agreement is hereby amended by inserting at the end thereof (after the table) the following new proviso: |
“; provided, however, that the correlative ratio for the fiscal quarter ending June
30, 2005 shall be 5.90:1.00.”
This Second Letter Amendment shall become effective as of the date first above written when,
and only when, the Administrative Agent shall have received counterparts of (i) this Second Letter
Amendment executed by the Borrower, the Administrative Agent and the Required Lenders or, as to any
of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this
Second Letter Amendment and (ii) the consent attached hereto executed by each Guarantor. This
Second Letter Amendment is subject to the provisions of Section 9.01 of the Credit Agreement. The
Borrower represents that the factual matters described herein are true and correct as of the date
hereof.
The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Second Letter Amendment and any instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.
On and after the effectiveness of this Second Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,
“thereof or words of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Second Letter Amendment.
The Credit Agreement (as specifically amended by this Second Letter Amendment), the Notes and
each of the other Loan Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this
Second Letter Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under the Credit Agreement or any of the Loan Documents, nor constitute
a waiver of any provision of the Credit Agreement or any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such agreement by executing
and returning a counterpart of this Second Letter Amendment to Xxxxxx X. Xxxxxxxxx, Esq., of
Shearman & Sterling LLP by facsimile (646-848-8124), with six duplicate originals by overnight
courier.
This Second Letter Amendment may be executed in any number of counterparts and by different
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. Delivery of
an executed counterpart of a signature page to this Second Letter Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Second Letter Amendment.
This Second Letter Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York.
| Very truly yours, | ||||||||
| 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/ Xxxxx X. Xxxxxx | |||||||
| Name: Xxxxx X. Xxxxxx | ||||||||
| Title: Chief Financial Officer | ||||||||
| Agreed as of the date first above written: | ||||
| CITICORP NORTH AMERICA, INC., | ||||
| as Administrative Agent and as a Lender | ||||
By:
|
/s/ Xxxxx X. Xxxxxxx | |||
| Name: Xxxxx X. Xxxxxxx |
||||
| Title: Vice President | ||||
| SOCIÈTÈ GÈNÈRALE, | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: MANAGING DIRECTOR | ||||
| CALYON NEW YORK BRANCH, | ||||
| as a Lender | ||||
By:
|
/s/ Xxxxx Xxxxxx | |||
| Name: Xxxxx Xxxxxx | ||||
| Title: Director | ||||
By:
|
/s/ Xxx Xxxxxxxx | |||
| Name: Xxx Xxxxxxxx | ||||
| Title: Director | ||||
| GWR – Second Letter Amendment | ||||
CONSENT
Dated as of April 25, 2005
Each of the undersigned, as Guarantor under the Guaranty set forth in Article VII of the
Revolving Credit Agreement dated as of December 20, 2004 (as amended by that certain First Letter
Agreement, dated as of February 10, 2005), in favor of the Administrative Agent, for its benefit
and the benefit of the Lender Parties party to the Revolving Credit Agreement, as heretofore
amended, referred to in the foregoing Second Letter Amendment, hereby consents to such Second
Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such
Second Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such
Second Letter Amendment, each reference in the Guaranty to the “Credit Agreement”, “thereunder”,
“thereof or words of like import shall mean and be a reference to the Credit Agreement, as amended
and modified by the First Letter Amendment and such Second Letter Amendment.
| GREAT WOLF RESORTS, INC. | ||||||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GREAT BEAR LODGE OF SANDUSKY, 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/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GREAT BEAR LODGE OF WISCONSIN DELLS, 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/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GREAT LAKES 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/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GREAT WOLF LODGE OF KANSAS CITY, 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/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GREAT WOLF LODGE OF TRAVERSE CITY, 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/ Xxxxx X. Xxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||
| Title: Chief Financial Officer | ||||||||||
| GLGB MANAGER III, 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/ Xxxxx X. Xxxxxx | |||||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||||
| Title: Chief Financial Officer | ||||||||||||
| GWR MICHIGAN, 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/ Xxxxx X. Xxxxxx | |||||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||||
| Title: Chief Financial Officer | ||||||||||||
| NIAGARA GLENVIEW TENT & TRAILER PARK COMPANY | ||||||||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||||||||
| Name: Xxxxx X. Xxxxxx | ||||||||||||
| Title: Chief Financial Officer | ||||||||||||
GWR – Second Letter Amendment
