0001193125-12-111143 Sample Contracts

LIMITED GUARANTEE

Limited Guarantee • March 13th, 2012 • K-9 Acquisition, Inc. • Hotels & motels

• Contract Type
  Limited Guarantee
• Filed
  March 13th, 2012
• Company
  K-9 Acquisition, Inc.
• Industry
  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 10577

Equity Commitment Letter • March 13th, 2012 • K-9 Acquisition, Inc. • Hotels & motels

• Contract Type
  Equity Commitment Letter
• Filed
  March 13th, 2012
• Company
  K-9 Acquisition, Inc.
• Industry
  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.